/raid1/www/Hosts/bankrupt/TCR_Public/191007.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, October 7, 2019, Vol. 23, No. 279
Headlines
1733-1777 OVERSEAS: Case Summary & 8 Unsecured Creditors
2NDCH LLC: Final Order Allows Cash Collateral Use Through Dec. 14
929485 FLORIDA: Case Summary & 6 Unsecured Creditors
ACOSTA INC: S&P Lowers ICR to 'SD' on Missed Payments
ACTT RIVER: Nov. 26 Hearing on Disclosure Statement
ADAM STORAGE: Gets Court Approval to Use Cash Collateral
AGERA ENERGY: Case Summary & 30 Largest Unsecured Creditors
ALL FAMILY FINANCE: U.S. Trustee Forms 3-Member Committee
AMD DEALERSHIP: Case Summary & 8 Unsecured Creditors
AMERICAN DIAMOND: Hearing on Plan Disclosures on Dec. 4
AUTUMN CAB: Asks Court to Approve Disclosure Statement
BAKER HYDRO-EXCAVATING: Court Approves Disclosure Statement
BEAVER DAIRY: Farm Credit East Seeks to Prohibit Cash Access
BEAVER DAIRY: Lender Seeks to Impede Access to Cash Collateral
BEN-BELLA TRANS: Asks Court to Approve Disclosure Statement
BLACK DOG: Case Summary & 8 Unsecured Creditors
BLACKHAWK MINING: Reaches Deal for Add'l $35MM Loan, Amended Plan
BNG FITNESS: Unsecureds To Get $5,000 Per Year for 5 Years
BRIGHT MOUNTAIN: Terminates Inform Agreement and Plan of Merger
BUCKEYE PARTNER: Fitch Lowers LT IDR to BB, Outlook Stable
CAPITAL RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
CEDAR PLASTICS: Case Summary & 16 Unsecured Creditors
CIVITAS HEALTH: Seeks Court Permission to Use Cash Collateral
CLINTON NURSERIES: Has Bank Consent to Use Cash Until Mid-November
COASTAL INTERNATIONAL: U.S. Trustee Forms 5-Member Committee
COBRA PIPELINE: Seeks Authority to Use Cash on Interim Basis
COMPLETE DISTRIBUTION: Siemens Objects to Disclosure Statement
CORAL POINTE: Dec. 18 Hearing on Disclosure Statement
CUMBERLAND BEHAVIOR: Seeks Extension to Use Cash Thru Dec. 31
DELEK US: S&P Affirms 'BB' Long-Term ICR; Outlook Stable
DELUXE ENTERTAINMENT: Case Summary & 30 Top Unsecured Creditors
DELUXE ENTERTAINMENT: In Chapter 11 for Debt-to-Equity Swap
DELUXE ENTERTAINMENT: S&P Lowers ICR to 'D' On Bankruptcy Filing
DITECH HOLDING: S&P Raises ICR to 'CCC-' on Bankruptcy Exit
DJJ ENTERPRISES: Targets Nov. 20 Hearing on Plan & Disclosures
DOUBLE L FARMS: Unsecureds to Receive $50,000 Annually
DOUGHERTY’S HOLDINGS: Court Approves Cash Motion on Final Basis
EIG MANAGEMENT: S&P Affirms 'BB' ICR on New Term Loan Amendment
ELECTRONIC SERVICE: Plan Rejected Due to Insufficient Service
ENERGY: Elects to Defer $24.4M Notes Interest Payment
EP ENERGY: Case Summary & 30 Largest Unsecured Creditors
FAME ASSISTANCE: Seeks Approval of Cash Collateral Stipulation
FANNIE MAE: Signs Letter Agreement with the Treasury
FFBC OPERATIONS: Unsecureds to Get 16 Quarterly Payments
FGI ACQUISITION: S&P Assigns 'B-' ICR on Capital Refinancing
FITRITION LLC: Seeks Authority to Use Cash Collateral
FORESIGHT ENERGY: S&P Lowers ICR to 'CCC-' on Potential Default
FOREVER 21: Proposes $350 Million of DIP Financing
FOREVER 21: Wins Initial Order Under CCAA; PwC Is Monitor
FORT DEARBORN: Moody's Affirms B3 CFR & Alters Outlook to Neg.
FOURTEENTH AVENUE: Case Summary & 20 Largest Unsecured Creditors
FRANKLIN NYC: Case Summary & 20 Largest Unsecured Creditors
FRESH FANATIC: Unsecureds to Recover 25% Under Liquidating Plan
FRIENDSWOOD: Unsecureds to Get Full Payment over 3 Months
FRISELLA DESIGN: Directed to File Plan by Dec. 13
GENERAC POWER: S&P Ups ICR to BB on Improved Operating Performance
GRANDVIEW HILLS: Voluntary Chapter 11 Case Summary
GRCDALLASHOMES LLC: John D. Caldwell Objects to Plan Disclosures
GREENPOINT TACTICAL: Case Summary & Top Unsecured Creditors
GREENSBURG CONCRETE: U.S. Trustee Unable to Appoint Committee
HI-CRUSH INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
HOOVER GROUP: S&P Affirms CCC ICR on Refinancing Risks
INTERIOR COMMERCIAL: Unsecureds to Get $3K Per Month Over 84 Months
IRIDIUM COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable
IRIDIUM COMMUNICATIONS: S&P Raises ICR to B on DoD Contract Award
J WICK PRODUCTIONS: M. Singer to Get $1.5MM in 2 Installments
JERRY TORRES: Gets Final Nod to Use Pender Cash Collateral
JETSTREAM AVIATION: Wells Fargo to Get 60 $1K Monthly Payments
JIB QSR OKLAHOMA: Judge Issues Final Cash Collateral Order
JOY ENTERPRISES: Bankr. Administrator Has Issues With Plan, DS
KETAB CORPORATION: Case Summary & 18 Unsecured Creditors
LAZER CONSTRUCTION: Agreed Final Cash Collateral Order Approved
LIVE NATION: S&P Rates New Senior Secured Credit Facilities 'BB'
LODAN 23 LLC: Unsecureds to Get $274 Per Month for 36 Months
M.D. MILLER: Unsecureds to Get Monthly Payments of $1K in 60 Months
MORSE PROPERTIES: Voluntary Chapter 11 Case Summary
MOUNTAIN INVESTMENTS: Unsecureds to Get 3.9% in 5 Years
MS SUPPLY & HOME: U.S. Trustee Unable to Appoint Committee
MYLABDFW LLC: Permitted to Use Origin Bank Cash Collateral
N & N ELECTRIC: Court Confirms Reorganization Plan
NATIONAL CINEMEDIA: S&P Rates New $400MM Senior Secured Notes 'B+'
NELCO REALTY: U.S. Trustee Unable to Appoint Committee
NFP CORP: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
NFP CORP: S&P Rates $250MM Senior Notes 'CCC+'
NORTIS INC: Seeks OK of $1.13M DIP Loan, Cash Collateral Access
ONE WAY LOANS: DIP Loan Maturity Extended to March 2021
ORCHIDS PAPER: Files Chapter 11 Plan of Liquidation
PIER 3 BUILDERS: Has Cash Collateral Access Until Mid-February
POINTCLEAR SOLUTIONS: Oct. 7 Hearing on Disclosure Statement
POPULUS FINANCIAL: Moody's Alters Outlook on B3 CFR to Stable
POSITECH INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
PRECISION HOTEL: Jan. 3 Filing Deadline of Plan
PRESIDENTS PUB: Plan and Disclosure Statement Due Oct. 30
PRIDE CLEANERS: Court Approves Disclosure Statement, Confirms Plan
PRINCESS POLLY: Terex Financial Objects to Disclosure Statement
PROQUEST LLC: S&P Rates $875MM Senior Secured Debt 'B'
PROTEC INSTRUMENT: Obtains Interim Approval to Use Cash Collateral
PULMATRIX INC: Matthew Sherman Will Quit as Director
PURDUE PHARMA: Bid to Pay $38M in Bonuses Facing Objections
PVB ENTERPRISES:Gets Continued Access to BMO Harris Cash Collateral
R-DREAM FARM: U.S. Trustee Unable to Appoint Committee
RESOLUTE SECURITY: Court Approves Disclosure Statement
RIVORE METALS: Metal Trading Co. Seeks to Use Cash Collateral
RL BROOKS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
RODRIGUEZ CANO: Files $35K Monthly Cash Collateral Budget
ROYAL EXPRESS: Creditors to Get Payment From Sale Proceeds
RRQ LLC: Cook Estate Seeks Disclosure Statement Denial
SCOOP VENTURES: Court Conditionally Approves Disclosure Statement
SEPAS PROPERTY: Voluntary Chapter 11 Case Summary
SERVPRO BORROWER: Moody's Withdraws B3 CFR on Debt Refinancing
SHAPPHIRE RESOURCES: Status Conference Moved to Dec. 11
SHERIDAN FUND I: S&P Downgrades Issuer Credit Rating to 'D'
SPECTACLE GARY: Moody's Assigns B3 CFR, Outlook Stable
SPENGLER PLUMBING: Granted Cash Access Thru Plan Confirmation Date
SYNCREON GROUP: S&P Lowers ICR to 'SD' Following Debt Exchange
TRICO GROUP: S&P Alters Outlook to Positive, Affirms 'B' ICR
UPPER ROOM BIBLE: CDW Asks Court to Direct Trustee Appointment
VIANT MEDICAL: S&P Lowers ICR to 'B-'; Ratings on Watch Negative
WHITEWATER: Creditors to Get Full Payment From Sale Proceeds
[^] BOND PRICING: For the Week from Sept. 30 to Oct. 4, 2019
*********
1733-1777 OVERSEAS: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: 1733-1777 Overseas Highway, LLC
110 Grand Palms Drive
Hollywood, FL 33027
Business Description: 1733-1777 Overseas Highway, LLC owns in fee
simple a vacant land in Marathon, Florida
having an estimated current value of $3
million.
Chapter 11 Petition Date: October 4, 2019
Case No.: 19-23351
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Laurel M. Isicoff
Debtor's Counsel: Scott Alan Orth, Esq.
LAW OFFICES OF SCOTT ALAN ORTH, P.A.
3860 Sheridan St., Suite A
Hollywood, FL 33021
Tel: 305.757.3300
Fax: 305.757.0071
E-mail: scott@orthlawoffice.com
Total Assets: $3,450,000
Total Liabilities: $2,199,302
The petition was signed by Sandy S. Segall, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at:
http://bankrupt.com/misc/flsb19-23351.pdf
2NDCH LLC: Final Order Allows Cash Collateral Use Through Dec. 14
-----------------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas has issued a final order authorizing 2ndch, LLC,
d/b/a Gumbo's North to use cash collateral during the Budget Period
through Dec. 14, 2019.
The Debtor may use cash and cash proceeds, including property
acquired after the commencement of the case and earnings from
operations of the Debtor after the commencement of the case, only
in the amounts and for the purposes stated in the Budget during the
Budget Period. The Debtor is permitted during each weekly period
to exceed any category in the Budget by up to 10% so long as the
total Budget disbursements during the Budget Period are not
exceeded by an amount greater than 10%.
The Department of the Treasury - Internal Revenue Service, The
Country of Williamson County, Texas, the Texas Comptroller, and
Caprock Services each assert a perfected collateral interest in the
Debtor's cash and cash proceeds resulting from the Debtor's
operations.
To the extent it is determined that they have valid prepetition
liens, the IRS, the County of Williamson, Texas and Caprock are
each granted an administrative claim and replacement liens upon any
post-petition receivables, and other proceeds of their prepetition
collateral, to the extent there is any actual diminution of value
of their respective collateral caused by the use authorized by the
Final Order. Said replacement liens will have the same priority of
the respective prepetition liens held by the IRS, The County of
Williamson, Texas, and Caprock.
2ndCh, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 19-11127) on Aug. 26, 2019. In the
petition signed by its manager, Shuler W. Page, the Debtor
disclosed assets ranging between $500,001 and $1 million and
liabilities of the same range. The Debtor is represented by Kell
C. Mercer, P.C.
929485 FLORIDA: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: 929485 Florida, Inc.
Island Plaza, 2501 Gulf Dr. N 201
Bradenton Beach, FL 34217
Business Description: 929485 FloridaInc. classifies its business
as Single Asset Real Estate (as defined in
11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Case No.: 19-09424
Debtor's Counsel: Edmund S. Whitson, III, Esq.
ADAMS AND REESE LLP
101 East Kennedy Boulevard, Suite 4000
Tampa, FL 33602
Tel: 813-227-5542
Fax: 813-402-2887
E-mail: edmund.whitson@arlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rahim Jaffer, vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at:
http://bankrupt.com/misc/flmb19-09424.pdf
ACOSTA INC: S&P Lowers ICR to 'SD' on Missed Payments
-----------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
sales and marketing agency Acosta Inc. to 'SD' from 'CCC'. At the
same time, S&P lowered its issue-level ratings on the company's
non-extended revolver to 'D' from 'CCC' and on its unsecured notes
to 'D' from 'CC'.
S&P is also lowering its issue-level ratings on the company's term
loan B and extended revolver to 'CCC-' from 'CCC'.
The downgrade to 'SD' follows Acosta's election to defer repayment
of $33.5 million in outstanding borrowings under its non-extended
revolver that was due on Sept. 26, 2019, and miss a $31 million
interest payment on its $800 million of senior unsecured notes that
was due on Oct. 1, 2019. While Acosta has sufficient liquidity to
make these payments, S&P views the decision to defer repayment as
strategic given its efforts to negotiate a new capital structure
with its lenders.
ACTT RIVER: Nov. 26 Hearing on Disclosure Statement
---------------------------------------------------
A hearing on the Motion to Approve Disclosure Statement of ACTT
River Road LLC is scheduled to be held on November 6, 2019 at 11:00
am before the Honorable Ashely M. Chan, U.S.B.J., Courtroom #4,
Robert N. C. Federal Courthouse, 900 Market Street, Philadelphia,
PA 19107.
Class 3. Unsecured Claims are impaired. Holders of Allowed Class 3
Claims shall receive the greater of the following: (a) the sum of
$2,500.00 distributed on a pro rata basis over twenty four (24)
months from the Effective Date; or (b) pro rata distribution upon
the holder's stated Allowed General Claim derived from net proceeds
generated upon the sale of the Property.
Class 2. Secured Claim (Cyn-Dale, Inc.) are impaired. The Class 2
Claimant shall continue to receive adequate protection payments on
the first day of each month in the amount of $3,225.00. The
payments shall continue to be delivered to Claimant's legal counsel
on the first day of each month.
Class 4. Interest Holders are impaired. All existing membership
interests shall be retained but the holders shall not receive any
distribution on account of the interest in the Debtor until Classes
2 and 3 have been paid in full.
The Property does not have any current operation and, as such, the
Plan will be funded on a monthly basis by the Plan Funder. The Plan
Funder will contribute sufficient working capital to specifically
to pay all real estate taxes, insurance, and maintenance costs
associated with the Property, and the monthly adequate protection
payments to the Class 2 Claimant.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/yxacm8rm from
PacerMonitor.com at no charge.
Attorney for Debtor:
Mark S. Haltzman, Esq.
SILVERANG, ROSENZWEIG
& HALTZMAN, LLC
WOODLANDS CENTER
900 East 8th Avenue, Suite 300
King of Prussia, PA 19406
Tel: (610) 263-0131
Fax: (215) 754-4211
Email: mhaltzman@sanddlawyers.com
About ACTT River Road
ACTT River Road LLC classifies its business as single asset real
estate (as defined in 11 U.S.C. Section 101(51B)).
Based in Point Pleasant, Pa., ACTT River Road sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
19-13789) on June 12, 2019. At the time of the filing, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
Mark S. Haltzman, Esq., at Silverang, Rosenzweig & Haltzman, LLC,
is the Debtor's counsel.
ADAM STORAGE: Gets Court Approval to Use Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorizes Adam Storage, Inc., to use cash collateral for necessary
business expenses in the ordinary course of business, based on a
budget.
The monthly budget provides for $5,352.92 in total expenses, a copy
of which can be accessed for free at
http://bankrupt.com/misc/Adam_storage_24_Cash_MO.pdf
The Court directs the Debtor to pay American First National Bank
not less than $3,713.92 in adequate protection per month to be
delivered to AFNB by the due dates set forth in the related
promissory note.
As additional adequate protection, the Debtor will pay all ad
valorem property taxes to the relevant taxing jurisdiction when
due.
About Adam Storage
Adam Storage, Inc., dba Adam Storage, is a privately held company
in Houston, Texas. The Debtor filed for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-34749) on Aug.
26, 2019 in Houston, Texas.
In the petition signed by Gul Faraz Khan, president, the Debtor
estimated between $500,000 and $1 million in assets, and between $1
million to $10 million in liabilities. BURGER LAW FIRM represents
the Debtor. The Hon. Eduardo V Rodriguez is assigned the case.
AGERA ENERGY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Agera Energy LLC
555 Pleasantville Road, S-107
Briarcliff Manor, NY 10510
Business Description: Headquartered in Briarcliff Manor, New York,
Agera Energy LLC and its debtor affiliates
provide retail electricity and natural gas
to commercial, industrial, and residential
customers. The Debtors offer their
customers "energy choice" -- the ability to
receive electricity and natural gas
commodity needs from a source other than the
local utility in certain markets that have
been restructured to permit retail
competition, which allows customers to
tailor energy supply to their specific
needs.
Chapter 11 Petition Date: October 4, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Agera Energy LLC (Lead Case) 19-23802
Agera Holdings, LLC 19-23803
Energy.me midwest LLC 19-23804
Aequitas Energy, Inc. 19-23805
Utility Recovery LLC 19-23806
Agera Solutions LLC 19-23807
Judge: Hon. Robert D. Drain
Debtors' Counsel: Timothy W. Walsh, Esq.
Darren Azman, Esq.
Ravi Vohra, Esq.
MCDERMOTT WILL & EMERY LLP
340 Madison Avenue
New York, New York 10173
Tel: (212) 547-5615
(212) 547-5400
Fax: (212) 547-5444
Email: twwalsh@mwe.com
dazman@mwe.com
rvohra@mwe.com
Debtors'
Investment
Bankers: STIFEL, NICOLAUS & CO., INC.
- AND -
MILLER BUCKFIRE & CO., LLC
Debtors'
Financial
Advisor: GLASSRATNER ADVISORY & CAPITAL GROUP, LLC
Debtors'
Notice &
Claims Agent: STRETTO
https://case.stretto.com/agera/courtdocket
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Mark Linzenbold, chief financial
officer.
A full-text copy of Agera Energy's petition is available for free
at:
http://bankrupt.com/misc/nysb19-23802.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Massachusetts Department of Alternative $43,920,000
Public Utilities Compliance
One South Station Payment
Boston, MA 02110
Email: doer.rps@state.ma.us
2. Colorado Bankers Life Subordinated $35,699,287
Insurance Company Loan
2327 Englert Drive
Durham, NC 27713
Email: gel@eliequity.com
3. Connecticut Public Utilities Alternative $8,171,532
Regulatory Authority Compliance
10 Franklin Square Payment
New Britain, CT 06051
Email: donna.devino@ct.gov
4. New Jersey Board of Alternative $7,196,266
Public Utilities Compliance
44 S Clinton Ave Payment
Trenton, NJ 08625
Email: Ronald.Jackson@bpu.nj.gov
5. Pennsylvania Public Alternative $4,907,034
Utilities Commission Compliance
400 North Street Keystone Bldg. Payment
Harrisburg, PA 17120
Email: customerservice@pennaeps.com
6. New Hampshire Public Alternative $2,009,367
Utilities Commission Compliance
21 S Fruit St #10 Payment
Concord, NH 03301
Email: stephen.eckberg@puc.nh.gov
7. Rhode Island Public Alternative $1,970,394
Utilities Commission Compliance
89 Jefferson Boulevard Payment
Warwick, RI 02888
Email: luly.massaro@puc.ri.gov
8. New York State Energy Research Alternative $1,949,058
and Development Authority Compliance
17 Columbia Circle Payment
Albany, NY 12203
Email: ces@nyserda.ny.gov
9. California Public Alternative $1,447,516
Utilities Commission Compliance
505 Van Ness Avenue Payment
San Francisco, CA 94102
Email: sarah.thomas@cpuc.ca.gov
10. DeNomme, Bretton Daniel Employee $436,806
38755 Carmel Drive Commission
Avon, OH 44011
Email: bdenomme@ageraenergy.com
11. TFS Energy Solutions LLC dba Channel $190,000
Tradition Energy Partner
9 W Broad Street 9th Floor Commissions
Stamford CT 06902-0000
Email: Brian.McDermott@TraditionEnergy.com
12. Energy Market Exchange Channel $162,137
(EMEX LLC) Partner
11011 Richmond Ave #500 Commissions
Houston, TX 77042
Email: commissions@emexllc.com
13. Progressive Energy Group LLC Channel $160,358
2112 W Galena Blvd Suite 8210 Partner
Aurora, IL 60506 Commissions
Email: shawnajazi@progressiveenergygroup.com
14. EnerNOC - RFP only Channel $146,690
1 Marina Park Drive Partner
Boston, MA 02210 Commissions
Email: Kyle.Mason@enernoc.com
15. Eric Wyman Employee $138,468
111 S Morgan St Apr 620 Commission
Chicago, IL 60607
Email: ewyman3@gmail.com
16. CVI CleanCapital Accounts $130,152
Solar 2 LLC Payable
205 East 42nd Street
New York, NY 10017
Email: meastwick@cleancapital.com
17. EnerNOC Inc. Channel $120,579
1 Marina Park Drive Partner
Boston, MA 02210 Commissions
Email: Kyle.Mason@enernoc.com
18. Richard Cooperberg Channel $111,957
65 Margaret Ave Partner
Lawrence, NY 11559 Commissions
Email: richiecoop22@gmail.com
19. Citizens Enterprises Corporation Forward $108,732
c/o Dunn & Wilson Attorneys at Law Contract
480 Hampden Street Breach
Holyoke, MA 1040
Email: Martin@dunn-wilson.com
20. TruEnergy Services LLC Channel $106,783
3839 McKinney Ave, Suite 155-511 Partner
Dallas, TX 75204 Commissions
Email: ken.harris@truenergy.net
21. Brian Bullock Employee $102,497
6309 157th Street Commissions
Oak Forest, IL 60452
Email: bbullock@ageraenergy.com
22. Teleios Commodities, LLC Accounts $100,000
2829 Technology Forest Blvd, Payable
Suite 360
The Woodlands, TX 77381
Email: anne@teleioscommodities.com
23. Stanwich Energy Advisors LLC Channel $99,560
9 Greenwich Office Park Partner
Greenwich, CT 06831 Commissions
Email: joconnell@stanwichenergy.com
24. Affiliated Power Purchasers Channel $95,174
International LLC Partner
2013 Northwood Drive Commissions
Salisbury, MD 21801
Email: junderwood@appienergy.com
25. Kinect Energy Inc. Channel $94,351
9800 NW 41st Street Partner
Miami, FL 33178 Commissions
Email: jzbihley@kinectenergy.com
26. Kandi Perry Employee $93,880
44 Gleason Road Commission
Princeton, MA 01541
Email: kaperry@ageraenergy.com
27. Lower Electric LLC Channel $86,189
1307 Shermer Rd Partner
Northbrook, IL 60062 Commissions
Email: ann@lowerelectric.com
28. Secure Energy Solutions LLC Channel $83,693
515 Shaker Road Partner
East Longmeadow, MA 01028 Commissions
Email: jcostello@sesenergy.org
29. Telco Pros Inc. Channel $80,211
dba TPI Efficiency Partner
2020 Center Street Commissions
Cleveland, OH 4413
Email: roger.zona@tpiefficiency.com
30. United Energy Insights LLC dba Channel $79,515
United Energy Consultants LLC Partner
190 Great Hills Dr. Commissions
South Orange, NJ 07079
Email: peter@uecnow.com
ALL FAMILY FINANCE: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------------
The U.S. Trustee for Region 21 on Oct. 2, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of All Family Finance LLC.
The committee members are:
(1) Denise Knight
(2) Michael Schneiders
Represented by: Henry F. Sewell, Jr.
Law Offices of Henry F. Sewell, Jr., LLC
Suite 555
2964 Peachtree Road NW
Atlanta, Georgia 30305
(404) 926-0053
hsewell@sewellfirm.com
(3) Alice Gipson
Represented by: G. Frank Nason, IV
Lamberth, Cifelli, Ellis & Nason, P.A.
1117 Perimeter Center West
Suite N313
Atlanta, GA 30338
(404) 495-4468 (d)
(404) 262-7373 (o)
fnason@lcenlaw.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 All Family Finance
All Family Finance, LLC, is a private finance company that provides
loans for automobiles. As its business, All Family Finance
collects sub-prime loans acquired from "Buy Here, Pay Here" car
lots with its offices located at 124 Powers Ferry Road, Suite K,
Marietta, Georgia. The business is generating approximately
$150,000 in revenues per month.
Alleged creditors filed an involuntary Chapter 11 petition for All
Family Finance on Aug. 9, 2019 (Bankr. N.D. Ga. Case No.
19-62597).
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason,
P.A., serves as counsel to Alice Gipson and Jeff Hurd and other
alleged creditors.
On Sept. 11, 2019, the Court entered an order for relief under
Chapter 11 of the Bankruptcy Code. No trustee has been appointed,
and All Family continues to operate its business and manage its
affairs as debtor-in-possession.
The Debtor's attorney is Cameron M. McCord, Esq., at Jones &
Walden, LLC.
AMD DEALERSHIP: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: AMD Dealership Mesquite, LLC
101 E. Park Blvd., Suite 600
Plano, TX 75074
Business Description: AMD Dealership Mesquite, LLC --
https://www.mazdaofmesquite.com/ --
is a new and used Mazda car dealer serving
Plano, Garland, Rockwall, Mesquite, and
surrounding areas.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Case No.: 19-42757
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: Rosa R. Orenstein, Esq.
ORENSTEIN LAW GROUP P.C.
1201 Elm St, Suite 4020
Dallas, TX, TX 75270
Tel: (214) 757-9101
Fax: (972) 764-8110
E-mail: rosa@orenstein-lg.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Emmett M. Murphy, owner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb19-42757.pdf
List of Debtor's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Aramark Services Inc. Trade Debt $9,966
P.O Box 612687
Dallas, TX 75261
2. Autotrader.com Trade Debt $14,556
3003 Summit Blvd, Suite 200
Atlanta, GA 30319
Tel: 800-353-9350
3. Courtesy Nissan Trade Debt $9,864
1777 N Central Expressway
Richardson, TX 75080
Tel: 713-360-5400
4. Dallas Dodge Trade Debt $4,249
Chrysler Jeep Ram, Inc.
11550 Lydon B
Johnson Freeway
Dallas, TX 75238
Tel: 214-319-1265
5. Directv, LLC Trade Debt $4,015
P.O Box 105249
Atlanta, GA 30348
Tel: 888-388-4849
6. DMN Media Trade Debt $6,233
Briefing, Connect
P.O Box 660040
Dallas, TX 75266
Tel: 214-977-7312
7. Gateway Tire of Texas, Inc. Trade Debt $3,624
1525 West Beltline Road
Carrollton, TX 75006
Tel: 972-446-6500
8. IPFS Corporation Trade Debt $27,486
P.O Box 730223
Dallas, TX 75373
AMERICAN DIAMOND: Hearing on Plan Disclosures on Dec. 4
-------------------------------------------------------
Judge Robert Drain will convene a hearing on Dec. 4, 2019, at 10:00
a.m. to consider approval of the disclosure statement explaining
American Diamond Mint LLC's Chapter 11 Plan. The hearing will be
held at Courtroom 118, White Plains Courthouse. Objections to the
adequacy of the information in the Disclosure Statement are due by
Nov. 27, 2019.
As reported in the Oct. 1, 2019 edition of the TCR, the Debtor
filed a proposed chapter 11 plan of reorganization that provides
for holders of unsecured claims owed $4.5 million to receive a pro
rata distribution from the "plan distribution fund" after payment
in full of secured claims.
A full-text copy of the Disclosure Statement dated Sept. 24, 2019,
is available at https://tinyurl.com/y69ar5cx from PacerMonitor.com
at no charge.
About American Diamond Mint
American Diamond Mint LLC markets and sells Diamond Bullion -- a
credit card-sized package of investment-grade diamonds in a
tamper-resistant case, with a unique optical signature recognition
system and serial number.
American Diamond Mint sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22780) on April 11,
2019. At the time of the filing, the Debtor estimated assets and
liabilities of between $1 million and $10 million. The case is
assigned to Judge Robert D. Drain. Rattet PLLC is the Debtor's
counsel.
AUTUMN CAB: Asks Court to Approve Disclosure Statement
------------------------------------------------------
Autumn Cab, Corp., asks the Court to approve the Disclosure
statement explaining its Chapter 11 Plan. The hearing to approve
the Disclosure Statement is scheduled for October 30, 2019 at 3:30
PM.
Class II (Unsecured Claims) are impaired. Shall consist of the
unsecured portion of the claim of Progressive Credit Union, in the
amount of $568,655.03. The plan offers Progressive Credit Union
$100,000.00 in full satisfaction of the loan, in the following
manner: $50,000.00 will be paid to Progressive Credit Union upon
the Effective Date of the Plan, the remaining $50,000.00 will be
paid over forty-eight (48) months repayment period with an equal
monthly payments of $1,041.67.
Class I (Secured Claim) are impaired. Shall consist of secured
claim of the creditor, Progressive Credit Union, in the amount of
$370,000.00. The plan offers the secured creditor Progressive
Credit Union a surrender of the 2 taxi medallions number: 6G5();
6G51 , the collateral of the loan.
The Plan will be finance as follows: the lump sum down payment will
be funded from a monetary contribution by the principal's son, Ilya
Kinkov. An affidavit as to the source of funds from Mr. Ilya Kinkov
is attached herein as an Exhibit "D". Further, the contemplated
monthly plan payments to Progressive Credit Union, will be paid by
Mr. Ilya Kinkov, out of personal funds.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/y6lv8ycm from
PacerMonitor.com at no charge.
Attorney for Debtor:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, 31d Floor
Brooklyn, New York 11235
Tel.: (718) 513-3145
About Autumn Cab, Corp.
Autumn Cab, Corp. is a taxi and limousine service based in
Brooklyn, New York.
Autumn Cab, Corp. filed a voluntary petition under chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 18-45570) on Sept.
28, 2018. The Debtor estimated up to $50,000 in assets and
$500,000 to $1 million in liabilities. Alla Kachan, Esq., serves
as the Debtor's counsel.
BAKER HYDRO-EXCAVATING: Court Approves Disclosure Statement
-----------------------------------------------------------
The amended disclosure statement of Baker Hydro-Excavating, Inc.,
is conditionally approved.
A hearing on final approval of the amended disclosure statement, if
necessary, and on confirmation of the amended plan will be held on
November 5, 2019 at 9:00 a.m. in the U.S. Bankruptcy Courtroom,
2120 Capitol Avenue, 8th Floor, Cheyenne, Wyoming.
October 30, 2019 is the last day filing ballots accepting or
rejecting the plan and objections to the disclosure statement
and/or the plan.
About Baker Hydro-Excavating Inc.
Baker Hydro-Excavating, Inc. is a privately-held excavating
contractor in Mountain View, Wyoming.
Baker Hydro-Excavating sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20839) on October 29,
2018. At the time of the filing, the Debtor disclosed $611,334 in
assets and $1,869,422 in liabilities.
The case has been assigned to Judge Cathleen D. Parker. The Debtor
tapped Clark D. Stith, Esq., as its legal counsel.
BEAVER DAIRY: Farm Credit East Seeks to Prohibit Cash Access
------------------------------------------------------------
Farm Credit East, ACA, asks the U.S. Bankruptcy Court for the
Western District of New York to prohibit Beaver Dairy Farm LLC from
using cash collateral.
FCE says the weekly adequate protection the Debtor pays FCE is not
sufficient to pay the outstanding balance of its debt, nor is it
sufficient to cover for the rapid depreciation of equipment and
buildings, the loss of cattle and the accruing legal fees.
The Court will consider the motion on Oct. 21, 2019 at 11:30 pm.
(prevailing Eastern Time).
About Beaver Dairy Farm
Beaver Dairy Farm LLC is a privately held company in Randolph, New
York, in the dairy farms business. Beaver's Trucking Co. is
operates in the specialized freight trucking industry.
Beaver Dairy Farm, LLC, and Beaver's Trucking Co., LLC filed
Chapter 11 bankruptcy petitions (Bankr. W.D.N.Y. Case Nos. 18-12409
and 18-12411, respectively) on Nov. 16, 2018.
In the petitions signed by Dale F. Beaver, owner, Beaver Dairy
estimated $1 million to $10 million in assets and the same range of
liabilities; and Beaver's Trucking estimated $100,000 to $500,000
in assets and $50,000 to $100,000 in liabilities.
The cases are assigned to Judge Carl L. Bucki.
The Debtors are represented by Garry M. Graber, Esq. at Hodgson
Russ LLP.
The organizational meeting of the Committee was held on Jan. 10,
2019. At that meeting, James Dye was appointed Chairperson of the
Committee. The Committee retained Andreozzi Bluestein LLP,
counsel.
BEAVER DAIRY: Lender Seeks to Impede Access to Cash Collateral
--------------------------------------------------------------
Farm Credit East, ACA, asks the U.S. Bankruptcy Court for the
Western District of New York to prohibit Beaver Trucking Co., LLC,
affiliate of Beaver Dairy Farm, LLC, from using cash collateral
pledged to FCE.
FCE points out, among other things, that the Debtor's monthly
adequate protection payments are not enough to cover for accrued
professional fees. FCE says it is not willing to allow the Debtor
to use the cash collateral to pay for professional fees of the
Debtor's professionals.
The Court will convene on Oct. 21, 2019 at 11:30 pm. (prevailing
Eastern Time) to consider FCE's objection.
About Beaver Dairy Farm
Beaver Dairy Farm LLC is a privately held company in Randolph, New
York, in the dairy farms business. Beaver's Trucking Co. is
operates in the specialized freight trucking industry.
Beaver Dairy Farm, LLC, and Beaver's Trucking Co., LLC filed
Chapter 11 bankruptcy petitions (Bankr. W.D.N.Y. Case Nos. 18-12409
and 18-12411, respectively) on Nov. 16, 2018.
In the petitions signed by Dale F. Beaver, owner, Beaver Dairy
estimated $1 million to $10 million in assets and the same range of
liabilities; and Beaver's Trucking estimated $100,000 to $500,000
in assets and $50,000 to $100,000 in liabilities.
The cases are assigned to Judge Carl L. Bucki.
The Debtors are represented by Garry M. Graber, Esq. at Hodgson
Russ LLP.
The organizational meeting of the Committee was held on Jan. 10,
2019. At that meeting, James Dye was appointed Chairperson of the
Committee. The Committee retained Andreozzi Bluestein LLP, as
counsel.
BEN-BELLA TRANS: Asks Court to Approve Disclosure Statement
-----------------------------------------------------------
Ben Bella Trans. Corp., asks the Court to approve the Disclosure
Statement explaining its Chapter 11 Plan.
Class II (Unsecured Claims) are impaired. Shall consist of the
unsecured portion of the claim of Progressive Credit Union, in the
amount of $796,153.18. The plan offers Progressive Credit Union
$150,000.00 in full satisfaction of the loan, in the following
manner: $50,000.00 will be paid to Progressive Credit Union upon
the Effective Date of the Plan, the remaining $100,000.00 will be
paid over forty-eight (48) months repayment period with an equal
monthly payments of $2,083.33.
Class I- (Secured Claim) are impaired. Shall consist of secured
claim of the creditor, Progressive Credit Union, in the amount of
$560,000.00. The plan offers the secured creditor Progressive
Credit Union a surrender of the 3 taxi medallions number: 5H86;
5H87; 5H88, the collateral of the loan.
The Plan will be finance as follows: the lump sum down payment will
be funded in part from a Monetary contribution by both principals
and a lump sum contribution by the principal's son, Ilya Kinkov. An
affidavit as to the source of funds from Mr. Ilya Kinkov is
attached herein as an Exhibit "D". Further, the contemplated
monthly plan payments to Progressive Credit Union, as well to the
NYC Department of Finance and New York State Department of Taxation
& Finance, will be paid by Mr. Ilya Kinkov, out of personal funds.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/y5x7tmzk from
PacerMonitor.com at no charge.
Attorney for Debtor:
ALLA KACHAN
LAW OFFICES OF ALLA KACHAN, P.C.
3099 CONEY ISLAND AVENUE, 3TD FLOOR
BROOKLYN, NEW YORK 11235
TEL.: (718) 513-3145
About Ben-Bella Trans, Corp.
Based in Brooklyn, New York, Ben-Bella Trans, Corp. is a privately
held company in the taxi and limousine service industry.
Ben-Bella Trans, Corp. filed a voluntary petition under chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 18-45558) on
September 27, 2018. In a petition signed by Benyamin Kinkov,
president, the Debtor estimates $196 in assets and $1,351,871 in
liabilities. Alla Kachan, Esq. at the LAW OFFICES OF ALLA KACHAN,
P.C. represents the Debtor as counsel.
BLACK DOG: Case Summary & 8 Unsecured Creditors
-----------------------------------------------
Debtor: Black Dog Chicago, LLC
as successor by merger to Black Dog Chicago Corp.
422 Lawndale Ave.
Lyons, IL 60534
Business Description: Black Dog Chicago --
http://www.blackdogcorp.com-- is a
petroleum distribution firm offering
gasoline, diesel, oils, lubricants,
alternative fuels, hauling, and asphalt
concrete.
Chapter 11 Petition Date: October 4, 2019
Court: United States Bankruptcy Court
Northern District of Illinois (Eastern Division)
Case No.: 19-28245
Judge: Hon. Janet S. Baer
Debtor's Counsel: Scott R. Clar, Esq.
CRANE, SIMON, CLAR & DAN
135 S Lasalle Suite 3705
Chicago, IL 60603
Tel: 312 641-6777
Fax: 312 641-7114
E-mail: sclar@cranesimon.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amit Gauri, sole manager and majority
membership holder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at:
http://bankrupt.com/misc/ilnb19-28245.pdf
BLACKHAWK MINING: Reaches Deal for Add'l $35MM Loan, Amended Plan
-----------------------------------------------------------------
Blackhawk Mining LLC, et al., ask the bankruptcy court for approval
to enlarge its DIP term loan facility by $35 million to finance the
Chapter 11 case while it pursues confirmation of a revised
bankruptcy-exit plan.
On July 19, 2019, the Debtors filed a motion seeking approval of
their two debtor-in-possession financing facilities, including a
$90 million asset-based revolving facility and a $150 million
dual-draw secured term loan facility, which term loan facility
included $50 million of new money and the roll up of $100 million
of the prepetition first lien term loan. A final order approving
the DIP facilities was entered on Aug. 13, 2019.
When the Debtors initially entered into the DIP facilities, the
Debtors sized their financing needs based on an expected emergence
from bankruptcy by the end of August 2019. Due to, among other
things, the time required to procure necessary regulatory approvals
as a prerequisite to emergence, this initial emergence timeline
expanded.
By mid-September 2019, it had become clear that, due to a
confluence of unforeseen market headwinds, the Debtors would not be
able to emerge under the current plan of reorganization and that
incremental financing would be required to bridge to emergence and
fund go-forward operations.
The DIP Term Amendment, among other things, provides the Debtors
with an additional $35 million in DIP financing (the "Additional
Loans") on these terms:
* Lenders: Funds managed or advised by Knighthead Capital
Management, LLC and the other Existing New Money DIP Term Lenders
* Expenses and Fees: Same as in the Existing DIP Term Loan
Credit Agreement.
* Interest Rates: Loans will bear interest at the sum of the
LIBOR Rate plus 9.50%, with a LIBOR floor of 0.50%.
* Maturity Date: Same as in the Existing DIP Term Loan Credit
Agreement.
Plan Amended
In conjunction with the DIP Term Amendment, the Debtors and their
lenders also agreed to modifications to the Plan.
The Debtors have filed an amended plan of reorganization and an
amendment to the restructuring support agreement. The Amended Plan
enjoys the support of the Debtors' prepetition lenders that
collectively hold more than 90% of all claims arising from the
prepetition first and second lien term loans, and the substantial
majority of the Debtors' term DIP lenders.
The Debtors also have filed a motion to approve the modifications
in the Amended Plan. The Amended Plan:
* reduces the Debtors' post-emergence funded debt from
approximately $465 million to $175 million,
* equitizes the $100 million rolled up portion of the DIP Term
Loan, and
* reallocates the post-emergence equity (the "New Common Stock")
by distributing 90% of the New Common Stock to holders of claims
arising under the rolled up portion of the DIP term loan facility
and the prepetition first lien term loans and 10% of New Common
Stock to holders of claims arising from the prepetition second lien
term loans.
Although the plan treatment has not changed for most stakeholders,
the modifications materially affect the recoveries of the Debtors'
prepetition first and second lien lenders as well as the DIP term
lenders, and requires Court approval, which will further extend the
Debtors' time in chapter 11. The incremental liquidity will enable
the Debtors to continue operations without interruption while
bridging to confirmation of the Amended Plan and emergence from
chapter 11. The Debtors therefore believe the additional liquidity
and runway provided by the DIP Term Amendment is necessary and in
the best interest of their estates.
About Blackhawk Mining
Founded in 2010, Blackhawk Mining LLC --
http://www.blackhawkmining.com/-- is a diversified coal mining
company headquartered in Lexington, Kentucky. They are a
privately-owned coal producer operating predominantly in the
Central Appalachian Basin of the United States. They sell their
coal production domestically and internationally to a diverse set
of end markets, such as steel producers, regulated utilities, and
commodity trading houses.
On July 19, 2019, Blackhawk Mining and 21 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 19-11595).
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Potter Anderson
Corroon LLP as local counsel; and AlixPartners as restructuring
advisor; and Centerview Partners LLC as investment banker. Prime
Clerk LLC is the claims agent.
BNG FITNESS: Unsecureds To Get $5,000 Per Year for 5 Years
----------------------------------------------------------
BNG Fitness, LLC, d/b/a Anytime Fitness, a Florida corporation,
files a Chapter 11 Plan and accompanying Disclosure Statement.
Class Five: The Class 5 members are the holders of general
unsecured claims. Each creditor shall be paid their pro rata share
of $5,000 per year for five (5) years. The first payment will be
made one (1) year after the Confirmation Order becomes final. The
Claims in this class are Impaired.
Class One: This class consists of the allowed secured claim of Ally
with a lien on a 2018 Dodge Challenger. The Debtor will pay 100% of
the secured portion of the claim in sixty (60) equal monthly
payments, with interest at 5.5% per annum. The unsecured portion of
the claim will be treated as a Class Five claim. This class is
Impaired.
Class Two: This Class consists of the secured claim of Ally with a
lien on a 2019 Dodge 1500 Truck. The Debtor will pay 100% of the
secured portion of the claim in sixty (60) equal monthly payments,
with interest at 5.5% per annum. The unsecured portion of the claim
will be treated as a Class Five claim. This class is Impaired.
Class Three: This Class consists of the claim of Anytime Fitness as
Franchisor of the Debtor’s business location at 6928 South
Florida Avenue, Lakeland FL. The Debtor will make its regular
monthly franchise payment to this creditor and cure any arrears at
confirmation. The Debtor will assume the Franchise Agreement. This
class is Unimpaired.
Class Four: This Class consists of the claim of Lakeland Associates
as leaseholder of the Debtor’s business location at 6928 South
Florida Avenue, Lakeland, FL. The claim amount is approximately
$32,000.00. The Debtor will pay its regular monthly rent and will
cure its arrears as follows: $5,000 by January 15, 2020, $5,000 by
February 15, 2020, $5,000 by March 15, 2020, $5,000 by April 15,
2020, $5,000 by May 15, 2020, and the balance on June 15, 2020. The
Debtor will assume the lease. This class is Impaired.
The Debtor intends to continue to operate its fitness center to
fund the Plan.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/y67syvn5 from
PacerMonitor.com at no charge.
Attorney for Debtor:
David W. Steen, Esq.
2805 W. Busch Boulevard, Suite 208
Tampa, FL 33618-4565
Telephone: (813) 251-3000
E-Mail: dwsteen@dsteenpa.com
About BNG Fitness
BNG Fitness, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05123) on May 30,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $100,000. The
case is assigned to Judge Michael G. Williamson. The Debtor tapped
David W. Steen, Esq., at David W Steen, P.A., as counsel.
BRIGHT MOUNTAIN: Terminates Inform Agreement and Plan of Merger
---------------------------------------------------------------
Bright Mountain Media, Inc. has terminated its Agreement and Plan
of Merger with Inform, Inc., and the Company's wholly-owned
subsidiary BMTM2. The Merger Agreement has been terminated by the
Company as a result of Inform's failure to satisfy a series of the
conditions required to close the transaction at this time.
As of the date of termination, Inform had an outstanding promissory
note to the Company in the aggregate principal amount of
$1,156,887. The Note is secured by a pledge of the stock of
Inform's chief executive officer.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
http://www.brightmountainmedia.com/-- is a digital media holding
company whose primary focus is connecting brands with consumers as
a full advertising services platform. Bright Mountain Media's
assets include an ad network, an ad exchange platform and 25
websites (owned and/or managed) that provide content, services and
products. The websites are primarily geared for a young, male
audience with several that focus on active, reserve and retired
military audiences as well as law enforcement and first
responders.
Bright Mountain reported a net loss attributable to common
shareholders of $5.33 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common shareholders of $3.01
million for the year ended Dec. 31, 2017. As of June 30, 2019, the
Company had $4.99 million in total assets, $1.60 million in total
liabilities, and $3.38 million in total shareholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, stating that the Company has
experienced recurring net losses, cash outflows from operating
activities, and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
BUCKEYE PARTNER: Fitch Lowers LT IDR to BB, Outlook Stable
----------------------------------------------------------
Fitch Ratings downgraded Buckeye Partner L.P.'s Long-Term Issuer
Default Rating to 'BB' from 'BBB-' and the senior unsecured notes
to 'BB'/'RR4' from 'BBB-'. The junior subordinated notes have been
downgraded to 'B+'/'RR6' from 'BB'. Fitch has also assigned a
'BB+'/'RR1' to the proposed secured term loan and secured revolver.
Fitch has removed the ratings from Rating Watch Negative and
assigned a Stable Outlook. The action concludes Fitch's review
following Buckeye's announcement to go private in May 2019.
The Stable Outlook reflects Buckeye's diverse base of assets as
well as its size and scale. Furthermore, Fitch expects that
Buckeye's sponsor, IFM, will ensure that the company reduces
leverage over time.
KEY RATING DRIVERS
Increased Leverage Drives Downgrade: Fitch has downgraded Buckeye's
IDR by two notches based on expectations for a significant increase
in leverage. Before Buckeye agreed to be taken private in May 2019,
Fitch forecasted that its leverage (defined as total debt to
adjusted EBITDA with debt adjusted for equity credit) would be
approximately 4.5x as of yearend 2019. With the additional debt at
Buckeye to finance going private, Fitch now expects 2019 yearend
leverage to be in the range of 6.2x to 6.8x. By yearend 2020,
leverage should be closer to 6.0x. Provided that no dividends are
paid to IFM and EBITDA can increase, Fitch forecasts leverage will
be just above 5.0x by yearend 2021.
Secured Debt In Capital Structure: Once Buckeye has been taken
private, $3.3 billion of senior unsecured notes and $400 million of
junior subordinated notes will be subordinated to a seven-year
senior secured term loan and a $600 million five-year secured
revolver. The security package for the term loan and revolver
differ. The $600 million secured revolver's security package is
superior to the term loan package. However, Fitch views both as
having strong recoveries in the event of default which is the
reason both are rated one notch above the IDR.
Diverse Geography and Assets: Buckeye's assets are located
throughout the U.S. and in the Caribbean. The primary locations in
the U.S. include Chicago, New York Harbor, and the Gulf Coast. In
the Caribbean, its assets are primarily in the Bahamas and it also
has assets in Puerto Rico and St. Lucia. For the LTM ending 2Q19,
Buckeye attributes 60% of its EBITDA to its domestic pipelines and
terminals and 38% to global marine terminals. The remaining 2%
comes from its merchant services segment. These results include
contributions from its 50% stake in VTTI in 3Q18. The stake was
sold in 1Q19.
Segregated Storage: For some time, Buckeye has seen weakness in
segregated storage. Fitch does not expect segregated storage to see
improved results in the near term. This has hurt results in the
global marine terminal segment despite strong results from Buckeye
Texas Partners. There has been a decline in the domestic pipelines
and terminals business as well during 1H19 (down 2.5% YOY largely
attributed to the sale of assets of certain domestic assets in
4Q18). Its deterioration is not as severe as global marine
terminals (down 36.3% YOY).
Growth Projects: Buckeye has been investing in a number of
projects. Spending for an expansion at its Chicago complex was
approximately $70 million and it was placed into service in
mid-2019. The project is backed by a long-term contract with a
strong counterparty. Results in 2019 are expected to benefit from
the completion of the second phase of the Michigan to Ohio
expansion which was placed in service on Oct. 1, 2018. It is also
backed by long-term contracts.
Buckeye is also investing in the South Texas Gateway Terminal,
which is a joint venture with Phillips 66 Partners LP and Marathon
Petroleum Corp. This is an export terminal in the Corpus Christi
ship channel and it will be constructed and operated by Buckeye.
Buckeye expects its capex contribution to the project to be in the
range of $275 million to $300 million. Through June 30, 2019 its
net investment was $73 million. This project is also backed by
long-term commitments which will provide steady cash flows. South
Texas Gateway is expected to ramp up through mid-2020.
Smaller Revolver: Prior to Buckeye going private, it had a $1.5
billion senior unsecured revolver. Liquidity was always more than
adequate. Going forward Buckeye will have a $600 million senior
secured revolver, and, while Fitch expects liquidity to be
sufficient, it will not be as robust as it once was.
DERIVATION SUMMARY
The 'BB' rating reflects Buckeye's diverse asset base, size and
scale, and elevated leverage with the addition of the secured debt.
For yearend 2019, the company has a higher leverage profile than
its investment-grade peers which operate in the crude oil, refined
products pipelines and storage terminal segments, such as Plains
All American LP (PAA). Fitch forecasts Buckeye's leverage defined
as (total debt to adjusted EBITDA with debt adjusted for equity
credit) at 2019 yearend leverage to be in the range of 6.2x to
6.8x. By yearend 2020, leverage should be closer to 6.0x. Provided
that no dividends are paid to IFM and EBITDA can increase, Fitch
forecasts leverage to be just above 5.0x by yearend 2021. This is
significantly higher than Fitch's 2019 leverage forecast for PAA.
Another issuer rated 'BBB, NuStar, is smaller and less diverse than
Buckeye, which has the advantage of size and scale that provides
operational and geographic diversification. Fitch expects NuStar's
leverage to be around 5.5x by yearend 2019 and to decrease to 4.4x
and 4.8x by yearend 2021.
Buckeye's leverage is higher than similarly rated 'BB' midstream
energy issuers like Sunoco, LP and AmeriGas Partners, LP. Fitch
expects Sunoco to have 2019 YE leverage in the 4.5x to 5.0x range
and AmeriGas Partners, LP to have leverage in the range of 4.5x to
5.0x as of its fiscal yearend (Sept. 30, 2019) and decrease to 4.2x
to 4.5x at the end of fiscal 2020. Buckeye, however, generates more
stable operating cash flow and exhibits lower leverage compared to
NGL Energy Partners LP (B/Stable), which has some operations in
crude transportation and refined products.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Buckeye goes private in 4Q19 and distributions are only paid
for three quarters in 2019 (for approximately $348 million).
- The company successfully establishes a $600 million secured
revolver and secured term loan.
- No dividends are paid to Buckeye's sponsor, IFM, in Fitch's
forecast period which extends through 2022.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Favorable rating action is not expected in the near term;
however, Fitch may take positive rating action if leverage (defined
as total debt/adjusted EBITDA and debt adjusted for equity credit)
falls below 5.0x for a sustained period of time.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Negative rating action may occur if Fitch forecasts leverage
(defined as total debt/adjusted EBITDA and debt adjusted for equity
credit) to be at or above 6.0x by the end of 2021.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: As of June 30, 2019, Buckeye had more than $1.3
billion of liquidity. Cash on the balance sheet was $6 million. The
partnership had $170 million drawn on its $1.5 billion unsecured
revolver due 2021. The nearest debt maturity is February 2021, when
$650 million of notes become due.
Fitch expects that Buckeye's liquidity will remain adequate going
forward. Once the transaction closes, it will have a new $600
million secured revolver due in 2024.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch applies 50% equity credit to $400 million of junior
subordinated notes that were issued in January 2018. Fitch also
excludes equity in earnings of unconsolidated affiliates, but
includes cash distributions from unconsolidated affiliates.
CAPITAL RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Capital Restaurant Group, LLC
3645 Marketplace Blvd., #130 - 297
Atlanta, GA 30344
Business Description: Capital Restaurant Group, LLC is a privately
held company in Atlanta, Georgia that
operates in the food service industry.
Chapter 11 Petition Date: October 4, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Case No.: 19-65910
Judge: Hon. Wendy L. Hagenau
Debtor's Counsel: Benjamin Keck, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
Suite 175, Century Plaza 1
2987 Clairmont Rd
Atlanta, GA 30329
Tel: (404) 410-1220
E-mail: bkeck@rlklawfirm.com
- and -
William A. Rountree, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
Century Plaza I, Suite 175
2987 Clairmont Road
Atlanta, GA 30329
Tel: (404) 584-1244
Fax: (404) 581-5038
E-mail: wrountree@rlklawfirm.com
swenger@rlklawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Darryl D. Berry, CEO.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/gasb19-65910.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. American Express Credit Card $155,541
PO Box 650448
Dallas, TX 75265
Fax: 623-444-3001
2. Atlantic Foodservice Trade Debt $30,307
Repairs I
P.O. Box 14664
Myrtle Beach, SC 29587
Email: AFR29587@aol.com
3. BMW Bank of North America Vehicle Loan $19,747
PO BOX 78066
Phoenix, AZ 85062
Email: bmwgenius@bmwusa.com
4. Burger King Corporation Trade Debt $361,404
5707 Blue Lagoon Dr
Miami, FL 33126
Email: rschafer@rbi.com;
jcil@rbi.com;dsch
wartz@rbi.com;
cfinazzo@rbi.com
5. Charleston Sign & Banner Trade Debt $19,818
4200 Dorchester Road
North Charleston, SC 29405
Email: service@charlestonsign.com
6. Cook Comfort Systems, LLC Trade Debt $16,551
P.O. Box
Florence, SC 29506
Yolanda Davis
Email: cookcomfortsyste
ms@gmail.com
7. Departnent of Public Utilities $14,945
Utilities Orangeburg
PO Box 1057
Orangeburg, SC 29116
Yolanda Davis
Email: ydavis@orbgdpu.com
8. Derst Baking Co, LLC Trade Debt $16,934
PO Box 102981
Atlanta, GA 30368
Email: terry.roberts@flocorp.com
9. First Franchise Capital Corp. Bank Loan $2,715,779
Chief Operating Officer
One Maynard Dr., Ste 2104
Park Ridge, NJ 07656
Email: cabell.finch@firsfcc.com
10. Franklin Baking Company Trade Debt $20,069
P.O. Box 751207
Charlotte, NC 28275
Email: collectiondept@flocorp.com
11. HM Electronics Inc. Trade Debt $12,423
2848 Whiptail Loop
Carlsbad, CA 92010
Email: jmyers@hme.com
12. J.A.C. Services Trade Debt $47,875
107 Elk's Lodge Lane
Summerville, SC 29483
Email: maryann@jacservices.org
13. Micros Systems, Inc. Trade Debt $32,473
PO Box 203448
Dallas, TX
75320-3448
Email: karen.prevost@oracle.com
14. Price Refrigeration & Trade Debt $10,965
A/C Co. Inc.
PO Box 1679
Murrells Inlet, SC 29576
Email: lisa@priceac.com
15. Pye-Barker Industrial Trade Debt $27,216
Cleanning, LLC
PO Box 714812
Cincinnati, OH 45271
Email: brustd@pyebarkerfire.com
16. Regions Bank Credit Card $475,000
PO Box 11301
Birmingham, AL 35202
Email: kevin.brennan@regions.com
17. Rita Powell Trade Debt $30,517
1115 East
Campground Road
Florence, SC 29506
Email: ritapower@aol.com
18. SCE & G Utility $29,917
P.O. Box 100255
Columbia, SC
29202-3255
Email: kchavis@scana.com
19. The Cypress Group Professional $25,000
19372 N. 98th Place Services
Scottsdale, AZ 85255
Email: dzuccarello@cypressgroup.biz
20. Tile Roofing, Inc. Trade Debt $37,294
P.O. Box 285
Cleveland, SC 29635
Email: tri@tileroofinginc.com
CEDAR PLASTICS: Case Summary & 16 Unsecured Creditors
-----------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Cedar Plastics, LLC 19-09429
5501 Airport Boulevard, Suite D
Tampa, FL 33634
Cedar Trucking, LLC 19-09430
5501 Airport Boulevard, Suite D
Tampa, FL 33634
Business Description: Cedar Plastics is a privately held company
in Tampa, Florida.
Cedar Trucking is in the general freight
trucking business.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtors' Counsel: Daniel E. Etlinger, Esq.
David S. Jennis, Esq.
JENNIS LAW FIRM
606 East Madison Street
Tampa, FL 33602
Tel: 813-229-2800
Fax: 813-229-1707
E-mail: detlinger@jennislaw.com
ecf@jennislaw.com
Cedar Plastics'
Estimated Assets: $0 to $50,000
Cedar Plastics'
Estimated Liabilities: $1 million to $10 million
Cedar Trucking's
Estimated Assets: $0 to $50,000
Cedar Trucking's
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Habib Skaff, manager.
A full-text copy of Cedar Plastics' petition containing, among
other items, a list of the Debtor's 16 unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb19-09429.pdf
A full-text copy of Cedar Trucking's petition containing, among
other items, a list of the Debtor's nine unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb19-09430.pdf
CIVITAS HEALTH: Seeks Court Permission to Use Cash Collateral
-------------------------------------------------------------
Civitas Health Services, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to authorize interim use of cash
collateral to address its working capital needs.
The Debtor seeks to provide the secured creditors a replacement
lien to the extent of their valid perfected security interests in
any of the Debtor's property as of the Petition Date. The Debtor
also proposes to make adequate protection payments, and, to the
extent applicable, provide for an administrative expense claim
allowable under Section 507(b) and 503(b) of the Bankruptcy Code.
The Debtor's potential secured creditors include SPG Advance,
Direct Capital, Knight Capital Funding, Internal Revenue Service
and Virginia Department of Taxation.
About Civitas Health Care Services
Civitas Health Care Services, Inc. -- http://www.civitashealth.com/
-- is a health care company in Henrico, Virginia that specializes
in providing mental health skill building services, therapeutic day
treatment, intensive in-home services, outpatient therapy, ABA
therapy, substance abuse services, and peer recovery services.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Va. Case No.
19-34993) on Sept. 24, 2019 in Richmond, Virginia. In the petition
signed by Lemar Allen Bowers, chief executive officer/president,
the Debtor was estimated to have at least $50,000 in assets and
between $1 million and $10 million in liabilities. Judge Kevin R.
Huennekens oversees the case. STEVEN SHAREFF, ESQUIRE is the
Debtor's counsel.
CLINTON NURSERIES: Has Bank Consent to Use Cash Until Mid-November
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, in a
20th interim order, approves the stipulation between Clinton
Nurseries, Inc., and debtor affiliates, on the one hand, and Bank
of West on the other hand, to use cash collateral through Nov. 16,
2019 for working capital requirements.
The Court rules that:
(a) a carve-out of up to $150,000 in unpaid fees, costs and
expenses incurred by counsel retained by the official committee of
unsecured creditors be provided;
(b) the Debtor pay Bank of West all such amounts to be paid up
to $85,000 for the October 2019 period, at the contractual,
non-default, rate of interest set forth in the Operating Agreement
and the Real Estate Note, provided that the Lender intends to seek
reimbursement for reasonable and actual professional fees and other
actual fees and costs incurred by the Lender and permitted under
the Loan Documents;
(c) the Lender is granted adequate protection liens and super
priority claims which will be senior and prior to the prepetition
liens and obligations;
(d) all of Bank of West's cash collateral will be deposited and
maintained in accounts in the name of the Debtors at Webster Bank.
The Debtors will also maintain its current cash management system.
A further hearing on the motion is set for Nov. 15, 2019 at 10 a.m.
Objections must be filed by 4 p.m. on Nov. 13, 2019.
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897. At the time of filing,
Clinton Nurseries has estimated assets and liabilities at $10
million to $50 million.
Judge James J. Tancredi oversees the cases.
Zeisler & Zeisler, P.C. is the Debtors' legal counsel.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors. The committee tapped Green & Sklarz LLC as
its legal counsel.
COASTAL INTERNATIONAL: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 2, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Coastal International, Inc.
The committee members are:
(1) Global Experience Specialists
c/o Kevin J. Larner, AIG
Associate General Counsel, Litigation
General Insurance
80 Pine Street, 13th Floor
New York, NY 10005
(2) Jesus Lopez
4585 San Juan Ave.
Fremont, CA 94536
(3) Wallace Randall
38 Red Hill Circle
Tiburon, CA 94920
(4) Kathy Spangler
554 16th Avenue
San Francisco, CA 94118
(5) Willwork Inc.
c/o Kimberly Fisher
23 Norfolk Avenue, Suite A
South Easton, MA 02375
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 Coastal International
Coastal International, Inc., a privately held company in Tustin,
Calif., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 19-13584) on Sept. 15, 2019.
At the time of the filing, the Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
The case has been assigned to Judge Theodor Albert. The Debtor is
represented by Weiland Golden Goodrich LLP.
COBRA PIPELINE: Seeks Authority to Use Cash on Interim Basis
------------------------------------------------------------
Cobra Pipeline Co., Ltd., seeks permission from the U.S. Bankruptcy
Court for the Northern District of Ohio to use cash collateral on
an interim basis in order to fund ordinary and usual expenses
pursuant to a three-month budget.
The budget provides for total operating expenses of $101,291.03 in
October 2019 of which $34,000 is for payroll; $3,000 for vehicle
fuel; and $9,000 for interest payments, among others. The Debtor
proposes to pay Huntington Bank a total of $27,000 for the three
months ended Dec. 2019. A copy of the budget is accessible for
free at http://bankrupt.com/misc/Cobra_Pipeline_5_Cash_MO.pdf
The Debtor also seeks to permit granting its secured creditors with
replacement liens to the extent of their valid prepetition liens.
Huntington National Bank and Wuliger & Wuliger asserts secured
claims against the Debtor.
About Cobra Pipeline
Cobra Pipeline Co., Ltd., is an Ohio-based intrastate natural gas
pipeline company. The Debtor filed for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15961) on Sept.
25, 2019 in Cleveland, Ohio. In the petition signed by Jessica
Carothers, general manager, the Debtor was estimated to have assets
of at least $50,000, and liabilities of between $10 million to $50
million as of the Petition Date. Judge Arthur I. Harris oversees
the case. COFFEY LAW LLC is the Debtor's counsel.
COMPLETE DISTRIBUTION: Siemens Objects to Disclosure Statement
--------------------------------------------------------------
Siemens Financial Services, Inc., objects to Complete Distribution
Services, Inc.'s Disclosure Statement.
Siemens Financial asserts that the Disclosure Statement and Plan
fail to include information regarding the treatment of Siemens
Financial's secured claim against the Debtor and, therefore, does
not contain adequate information necessary to comply with
Bankruptcy Code Section 1125.
According to Siemens Financial, Plan Section XIV should clearly
state that none of the Siemens Collateral may be sold unless
Siemens Financial is paid at the closing of any sale the full
amount of Siemens Financial's allowed Secured Claim with interest
that has accrued on such claim.
Siemens Financial points out that the Debtor has provided no legal
basis to compel Siemens Financial to release any portion of its
lien under these circumstances without Siemens Financial's express
consent and agreement on terms acceptable to Siemens Financial.
Siemens Financial complains that the Plan Section XVI(f) should be
clarified to state that such attorneys' fees and costs (a) are in
addition to the attorneys' fees and costs paid as part of any
secured claimant's secured claim pursuant to Plan Section XI and
(b) include attorneys' fees and costs incurred by any secured
claimant enforcing its rights and remedies as a result of any
breach by the Debtor of the Debtor's Plan obligations.
Attorneys for Siemens Financial Services, Inc.:
James W. Brewer, Esq.
KEMP SMITH LLP
P.O. Drawer 2800
El Paso, Texas 79999-2800
(915) 533-4424
(915) 546-5360 (Fax)
jim.brewer@kempsmith.com
About Complete Distribution Services
Complete Distribution Services, Inc., doing business as Complete
Trailer Leasing, is a diversified shipping service company,
providing short and long-haul support. This includes
transportation, customer support and logistics. Complete
Distribution Services Inc. offers local dispatch at its El Paso,
Texas, facility to meet its customers' needs.
Complete Distribution Services, Inc. filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 18-31995) on Nov. 29, 2018. In the
petition signed by Salvador A. Herrera, president, the Debtor
disclosed $2,784,801 in total assets and $8,049,386 in total debt.
The Hon. Christopher H. Mott is the case judge. The Debtor is
represented by E. P. Bud Kirk, Esq. and E.P. Bud Kirk.
CORAL POINTE: Dec. 18 Hearing on Disclosure Statement
-----------------------------------------------------
The court has set a hearing to consider approval of the Disclosure
Statement of Coral Pointe 604, LLC, for December 18, 2019 at 11:00
A.M., in United States Bankruptcy Court, 301 North Miami Avenue,
Courtroom 8, 8th Floor, Miami FL 33128.
The last day for filing and serving objections to the disclosure
statement is on December 11, 2019.
About Coral Pointe 604
Based in Miami Beach, Florida, Coral Pointe 604, LLC, filed a
voluntary petition under Chapter 11 of the US Bankruptcy Code (S.D.
Fla. Case No. 18-23013) on Oct. 19, 2018, estimating less than $1
million in assets and liabilities. Joel M. Aresty, Esq., serves as
counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CUMBERLAND BEHAVIOR: Seeks Extension to Use Cash Thru Dec. 31
-------------------------------------------------------------
Cumberland Behavior Group LLC seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to continue
using cash collateral from Nov. 1, 2019 through Dec. 31, 2019 in
order to continue operations in the ordinary course of business.
Pursuant to the budget, the Debtor proposes to use $487,437 for
total expenses in November 2019.
A copy of the budget can be accessed for free at:
http://bankrupt.com/misc/Cumberland_57(1)_Cash_Budget.pdf
The Debtor proposes to pay DelCotto Law Group PLLC $5,000 monthly
for ordinary course professionals not to exceed $2,500 monthly per
professional, and U.S. Trustee fees as they come due.
The Debtor intends to continue providing for adequate protection
under the terms of the current Interim Order.
About Cumberland Behavior
Cumberland Behavior Group LLC is a provider of community living
based services to persons with intellectual disabilities.
Cumberland Behavior Group sought Chapter 11 protection (Bankr.
E.D.Kay. Case No. 19-61027) on Aug. 12, 2019. In the petition
signed by Ace R. Jones, II, member, the Debtor was estimated to
have assets of no more than $50,000, and liabilities at $1 million
to $10 million. The Hon. Gregory R. Schaaf is the case judge.
Delcotto Law Group PLLC is the Debtor's counsel.
DELEK US: S&P Affirms 'BB' Long-Term ICR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on Brentwood, Tenn.-based downstream energy company Delek US
Holdings Inc. The outlook is stable.
At the same time, S&P lowered its issue-level rating on the
incremental $150 million add-on to the company's existing senior
secured term loan B due 2025 to 'BB+' from 'BBB-' and revised the
recovery rating on this debt to '2' from '1'. The company intends
to use the proceeds of the offering to fund cash to the balance
sheet for future Permian gathering and logistics related
investments.
The proximity of the company's refining and gathering system to
Midland in addition to the minority interest in the Wink to Webster
joint venture is a competitive advantage. Delek's growing gathering
system and recent logistics acquisitions provides the company with
crude oil optionality and diversifies its cash flows away from the
volatile crude oil refining business segment.
The stable rating outlook reflects S&P's expectation of strong
liquidity and that the Wink to Webster pipeline is completed on
time and within budget, resulting in adjusted leverage in the
1.75-2x area for the next two years.
"We could lower the rating due to weaker-than-expected crack
spreads or operational underperformance such that leverage is
sustained above 3.5x. This could also occur if the company pursues
a more aggressive financial policy," S&P said.
"Higher ratings are unlikely in the next year due to the company's
limited scale and asset diversity. We could consider higher ratings
if the company increases its asset base while maintaining
consolidated leverage below 2x during midcycle price conditions or
expands further into logistics assets," the rating agency said.
DELUXE ENTERTAINMENT: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Deluxe Entertainment Services Group Inc.
2400 West Empire Avenue
Burbank, CA 91504
Business Description: Deluxe -- https://www.bydeluxe.com/ -- is
a content creation-to-distribution
company, serving as a key player in the
worldwide market for professionally created
content. Deluxe is headquartered in Los
Angeles and New York and has a worldwide
presence with more than 7,500 of the
industry's premier artists, experts,
engineers, and innovators operating in
38 key media markets worldwide, including
Canada, London, India, and Australia.
Deluxe has been a partner to Hollywood
studios,
independent filmmakers, television networks,
online content producers, brands, and anyone
looking to bring stories and experiences to
audiences.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Twenty-seven affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Deluxe Entertainment Services Group Inc. (Lead Case) 19-23774
Deluxe (Delaware) Canada Holdings Corporation 19-23773
Bobco Productions LLC 19-23775
Company 3 LLC 19-23776
Deluxe 3D LLC 19-23777
Deluxe Creative Services Inc. 19-23778
Deluxe Digital Cinema Inc. 19-23779
Deluxe Digital Distribution Inc. 19-23780
Deluxe Encore Inc. 19-23781
Deluxe Government Solutions LLC 19-23782
Deluxe India Holdings 1 LLC 19-23783
Deluxe India Holdings 2 LLC 19-23784
Deluxe Laboratories LLC 19-23785
Deluxe Media Inc. 19-23787
Deluxe Media Management Inc. 19-23788
Deluxe One LLC 19-23789
Deluxe Shared Services Inc. 19-23790
DX Holdings LLC 19-23791
Global Digital Media XChange LLC 19-23792
MediaRecall LLC 19-23793
Sfera Labs, LLC 19-23794
Sfera Studios LLC 19-23795
Softitler Net, Inc. 19-23796
TS GP 2 LLC 19-23797
TS Interest Holdco 1 LLC 19-23798
TS Interest Holdco 2 LLC 19-23799
TS US LLC 19-23800
Judge: Hon. Robert D. Drain
Debtors'
General
Bankruptcy
Counsel: Jonathan S. Henes, P.C.
KIRKLAND & ELLIS, LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: jonathan.henes@kirkland.com
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
Debtors'
Investment
Banker: PJT PARTNERS LP
Debtors'
Notice &
Claims
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/deluxe/Home-DocketInfo
Estimated Assets
(on a consolidated basis): $500 million to $1 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by John Eric "Eric" Cummins, executive
vice president & chief financial officer.
A full-text copy of Deluxe Entertainment's is available for free
at:
http://bankrupt.com/misc/nysb19-23774.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Skadden, Arps, Slate, Professional $9,160,570
Meagher, & Flom LLP
Four Times Square
New York, NY 10036, USA
Attn: Billing
Tel: 212-735-3000
2. Canada Cinema Distribution Inc. Trade $2,272,730
2101, Ste-Catherine West, Suite 300
Montreal, Quebec, H3H 1M6, Canada
Attn: Hunter Simon
Tel: +1-323-817-6613
Email: hunter.simon@technicolor.com
3. Paul, Weiss, Rifkind, Professional $1,500,031
Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019, USA
Attn: Thomas V. de la Bastide III
Tel: +1-212-373-3031
Email: tdelabastide@paulweiss.com
4. Howard Building Corporation Trade $850,622
07 Wilshire Blvd. Suite 3750
Los Angeles, CA 90017, USA
Attn: Matt Loorya
Tel: +1-213-683-1850
Email: mloorya@howardbuilding.com
5. Amazon Web Services, Inc. Trade $829,745
410 Terry Avenue North
Seattle, WA 98109, USA
Attn: Trevor Thompson
Tel: +1-347-683-6237
Email: trevorwt@amazon.com
6. Ernst & Young LLP Professional $827,500
725 South Figueroa Street, Suite 500
Los Angeles, CA 90017, USA
Attn: Matthew Snow
Tel: +1-213-977-3200
Email: matthew.snow@ey.com
7. Larsen and Toubro Trade $783,152
Infotech Limited
2035 Lincoln Highway, Suite 3000
Edison, NJ, 08817 USA
Attn: Raji Vishwanathan
Tel: +91 22 4215 9509
Email: raji.vishwanathan@centrum.co.in
8. Adecco Employment Trade $725,632
Services Inc.
Department LA 21403
Pasadena, CA 91185-1403, USA
Attn: Brad Macdonald
Tel: +1-904-232-4520
Email: brad.macdonald@adeccogroup.com
9. TPF Equity REIT Operating Trade $634,677
Partnership
234 S. Brand Blvd, Suite 800
Glendale, CA 91204, USA
Attn: President or General Counsel
Tel: +1-617-951-4153
10. ALT Systems, Inc. Trade $632,210
2777 N. Ontario Street, Suite 210
Burbank, CA 91504, USA
Attn: Terry Marshall, Sr.
Account Executive
Tel: +1-818-504-6800
Email: terry@altsystems.com
11. Technicolor Global Logistics, LLC Trade $480,401
3233 E. Mission Oaks Blvd.
Camarillo, CA 93012, USA
Attn: Hunter Simon
Tel: +1-323-817-6613
Email: jeff.eisner@technicolor.com
12. IT Creations, Inc. Trade $460,604
9142 Independence Ave
Chatsworth, CA 91311, USA
Attn: Alex Gorban
Tel: +1-818-975-3100
Email: alex@itcreations.com
13. Studio Hamburg Synchron GmbH Trade $439,039
Jenfelder Allee 80
Hamburg, 2, 22039, Germany
Attn: Johannes Zull
Tel: +49 (0)40 6688-0
Email: info@studio-hamburg.de
14. BDO USA LLP Trade $438,627
600 Anton Boulevard Suite 500
Costa Mesa, CA, 92626 USA
Attn: Matthew Bartholomew
Tel: +1-281-468-8294
Email: mbartholomew@bdo.com
15. Snyder 959 Seward, LLC Trade $386,631
5757 Wilshire Blvd., PH-30
Los Angeles, CA 90036, USA
Attn: Gail Pena
Tel: +1-818-763-3200
Email: gail.pena@jhsnyder.ne
16. Metro-Goldwyn Mayer Inc. Trade $375,000
245 N. Beverly Drive
Beverly Hills, CA 90210-5317, USA
Attn: Pamela Reynolds
Tel: +1-310-449-3133
Email: cbrearton@mgm.com
17. Newegg Business, Inc. Trade $340,158
17560 Rowland Street
City of Industry, CA 91748, USA
Attn: Joshua T. Cordle
Tel: +1-626-271-1321 ext. 24628
Email: joshua.t.cordle@newegg.com
18. The Foundry Visionmongers Ltd. Trade $333,341
48 5 Golden Square,
London, W1F 9BS, UK
Attn: President or General Counsel
Tel: +44 20 7479 4350
Email: info@foundry.com
19. Scenarist LLC Trade $332,773
PO Box 2603
Novato, CA 94945, USA
Attn: Chris Neely
Tel: +1-415-493-8842
Email: chris.neely@scenarist.com
20. CoreSite Services, Inc. Trade $322,250
1050 17th Street, Suite 800
Denver, CO 80265, USA
Attn: Jordan Orsolini
Tel: +1-213-327-1214
Email: jordan.orsolini@coresite.com
21. Globant LLC Trade $314,842
875 Howard Street, Suite 320
San Francisco, CA 94103, USA
Attn: Senn Moses, Managing Director
Tel: +1-310-739-3379
Email: senn.moses@globant.com
22. Hudson Pacific Properties, L.P. Trade $314,030
11601 Wilshire Blvd. Ste 900
Los Angeles, CA 90025, USA
Attn: President or General Counsel
Tel: +1-310-445-5700
Email: info@hudsonppi.com
23. Hewlett Packard Trade $312,266
Financial Services
200 Connell Drive Suite 5000
Berkeley Heights, NJ 7922, USA
Attn: Paul T. Porrini
Tel: +1-610-717-5045
Email: paul.porrini@hp.com
24. Osler, Hoskin & Harcourt LLP Professional $281,148
1 First Canadian Pl. PO Box 50
Toronto, Ontario M5X 1B8, Canada
Attn: Peter Franklyn
Tel: +1-416-862-6494
Email: pfranklyn@osler.com
25. PWC Holdings No. 21 LLC Professional $246,584
300 Madison Avenue
New York, NY 10017, USA
Attn: Mitchel R. Aeder
Tel: +1-646-471-3000
Email: mitch.aeder@us.pwc.com
26. TWE Solutions Trade $238,871
13900 Marquesas Way #6006
Marina Del Rey, CA 90292, USA
Attn: David Jones
Tel: +1-215-300-1713
Email: djones@twe-solutions.com
27. LinkedIn Corporation Trade $210,775
62228 Collections Center Drive
Chicago, IL 60693-0622, USA
Attn: President or General Counsel
Tel: +1-650-687-3600
Email: kvelasco@linkedin.com
28. Tohokushinsha Film Trade $204,347
Corporation
4-8-10 Akasaka, Minato-Ku
Tokyo, 13, 1078460, Japan
Attn: President or General Counsel
Tel: +81-3-5414-0301
Email: prkyoyu@tfc.co.jp
29. SGI QC, LLC Trade $198,857
4821 Lankershim Boulevard #F197
North Hollywood, CA, 91601, USA
Attn: Cinema Quality Control Services
Tel: +1-818-287-8723
Email: info@sgihollywood.com
30. Glovision Inc. Trade $196,515
Minamimomachi 3
Tokyo 160-0012, Japan
Attn: Kenichi Tasaka
Tel: +81-3-3359-7121
Email: tasaka@glovision.co.jp
DELUXE ENTERTAINMENT: In Chapter 11 for Debt-to-Equity Swap
-----------------------------------------------------------
Deluxe Entertainment Services Group Inc., the Burbank,
California-based video services company backed by billionaire
financier Ronald Perelman, has sought Chapter 11 protection as part
of a financial restructuring process that, once completed, will
reduce the Company's long-term debt by well more than half and
raise $115 million in new financing.
Founded in 1915, Deluxe makes visual effects for Hollywood movies
and television shows. It had been owned since 2006 by Perelman's
MacAndrews & Forbes holding company.
Deluxe said in a statement that as it finalizes the process in the
coming weeks, the Company's day-to-day operations will continue
without interruption and with no impact on employees, customers and
vendors.
As of the Petition Date, the Company and certain of its U.S.
subsidiaries are obligors on a principal amount of prepetition
funded indebtedness totaling approximately $1.1 billion, consisting
of:
* $56.35 million outstanding under the Existing ABL Facility,
* $10 million due under the Senior Priming Term Loan Facility,
* $73 million outstanding under the Priming Term Loan Facility,
* $783.5 million under the Existing Term Loan Facility,
* $4.75 million due under the MAFCO Secured Note,
* $49.2 million due under the Canadian Loans,
* A$15 million outstanding under the Australian Loans, and
* $117.75 million outstanding MAFCO Unsecured Debt.
Credit Suisse AG is the administrative agent and collateral agent
under the secured credit facilities.
Deluxe has entered into a restructuring support agreement that
contemplated the exchange of all of the Company's existing term
loan debt and priming term loan debt for, in the aggregate, 100% of
the reorganized company's common stock. All parties involved
determined that the best way to implement the debt-for-equity
exchange is through a controlled, efficient Court-supervised
process, and today the Company took steps to start that process.
"We have been working to put Deluxe in a strong financial position,
and these steps are the best and most efficient way to finalize and
implement the comprehensive financial restructuring," said John
Wallace, Chief Executive Officer of Deluxe. "This process will
allow us to strengthen our balance sheet and gain the financial
flexibility and resources to drive investment in key growth
strategies with no disruption to our business and no impact to our
employees, customers, vendors and other business partners."
Deluxe commenced the formal process of soliciting votes from
lenders in support of the comprehensive financial restructuring and
filed pre-packaged cases under Chapter 11, outlining a proposed
plan of reorganization that details the terms of the financial
restructuring, including the debt-for-equity exchange. Deluxe has
requested that the Court schedule a confirmation hearing to approve
the Plan on October 24, 2019 and expects to implement the
transaction shortly thereafter. Once completed, the Company
expects to emerge from the refinancing process with significantly
less debt and additional new financing to support its operations
and investments.
Entry Into Restructuring Deal
Although the Company's attempts to delever its balance sheet in the
early half of the year did not ultimately materialize, the Company
has been working hand-in-hand with an ad hoc group of its Existing
Term Loan Lenders (the "Ad Hoc Group"), comprised of
representatives of the proposed future equity owners of the
Company, to develop a comprehensive, consensual deleveraging
transaction.
On Aug. 30, 2019, the Company, MacAndrews & Forbes Media Group Inc.
("MAFCO"), and the members of the Ad Hoc Group entered into the RSA
that contemplated the terms of the deleveraging transaction and the
possible need for further incremental financing to consummate the
transaction.
In connection with the implementation of the restructuring, the
Company would launch an out-of-court exchange offer and
solicitation of a plan of reorganization with the goal of
consummating the exchange offer out of court in the event there was
not unanimous consent to the exchange offer.
Under the Plan, holders of Existing Term Loan Claims will receive
65% of the equity in Restructured DESG (plan recovery estimated at
27%). Holders of Priming Term Loan Claims will receive 35% of the
equity interests plus new second lien term loans or cash (plan
recovery at 100%). General unsecured claims are unimpaired as they
will be reinstated (100%). Holders of existing equity in the
Debtors won't receive anything on account of those interests (0%).
The RSA is currently supported by lenders holding over 91 percent
in both number and amount of the Priming Term Loan and over 58% in
number and 70% in amount of the Existing Term Loan.
First Day Hearing
A hearing on the Debtors' First Day Motions was set for Oct. 4,
2019 at 1:00 p.m. (ET) before the Honorable Robert D. Drain, United
States Bankruptcy Court for the Southern District of New York, 300
Quarropas Street, Room 248, White Plains, New York 10601.
About Deluxe Entertainment
Deluxe Entertainment Services Group is the world's leading video
creation-to-distribution company offering global, end-to-end
services and technology. Through unmatched scale, technology and
capabilities, Deluxe enables the worldwide market for premium
content. The world's leading content creators, broadcasters, OTTs
and distributors rely on Deluxe's experience and expertise. With
headquarters in Los Angeles and New York and operations in 38 key
media markets worldwide, the Company relies on the talents of more
than 7,500 of the industry's premier artists, experts, engineers
and innovators.
On October 3, 2019, Deluxe Entertainment Services Group Inc. and 26
affiliates each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-23774).
Kirkland & Ellis, LLP is acting as legal counsel for the Company,
and PJT Partners is acting as its financial advisor. Prime Clerk
LLC is the claims agent.
FTI Consulting, Inc. is acting as financial advisor for a majority
group of its senior lenders, and Stroock & Stroock & Lavan LLP is
acting as the group's legal counsel.
DELUXE ENTERTAINMENT: S&P Lowers ICR to 'D' On Bankruptcy Filing
----------------------------------------------------------------
S&P Global Ratings lowered all its ratings on Deluxe Entertainment
Services Group Inc. (Deluxe) to 'D', including the issuer credit
rating, senior secured first-lien, and senior secured delayed-draw
priming term loan.
Deluxe Entertainment filed for Chapter 11 protection to address its
debt-heavy capital structure. Prior to bankruptcy, the company had
pursued an out-of-court settlement to reorganize and exchange all
of its existing first-lien term loan debt for 100% of the
reorganized company. This process will now occur under the
prepackaged plan of reorganization (Chapter 11 bankruptcy filing).
DITECH HOLDING: S&P Raises ICR to 'CCC-' on Bankruptcy Exit
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ditech
Holding Corp. to 'CCC-' from 'D'. S&P subsequently withdrew its
ratings on DiTech Holding at the company's request. The outlook was
negative at the time of withdrawal.
The rating action follows Ditech's announcement that it exited its
Chapter 11 bankruptcy proceedings. The company's reorganization
plan is premised on the sale of its originations and servicing
business to New Residential Investment Corp, and the sale of the
company's reverse mortgage business to Mortgage Asset Management.
Early indications are that term loan creditors will receive 47
cents on the dollar which may be revised upwards when final
proceeds are received.
S&P is withdrawing all ratings at the issuer's request.
DJJ ENTERPRISES: Targets Nov. 20 Hearing on Plan & Disclosures
--------------------------------------------------------------
DJJ Enterprises LLC asks the Court to grant conditional approval to
the Disclosure Statement explaining its Chapter 11 Plan.
"Granting interim approval to the Disclosure Statement is
appropriate in the Chapter 11 Case because this is a small business
case and the case has minimal assets, except for secured equipment
loans for the gym, and the balance of the claims will be paid
through continued operations, and thus there is no real need for a
lengthier, multi-step approval process. Based upon the foregoing,
it is in best interest of Debtor's estate and its creditors that
the Court conditionally approve the proposed Disclosure Statement,
as there is no reason for delay or the normal more lengthy approval
and confirmation process," Zachariah Larson, Esq., at Larson Zirzow
& Kaplan, LLC, explains.
The Debtor asks the Court to schedule these deadlines:
a. Opposition Deadline: Nov. 4, 2019 is fixed as the last day
for filing and serving pursuant to Bankruptcy Rule 3020(b)(1)
written objections and/or responses to confirmation of the Plan
or final approval of the Disclosure Statement;
b. Voting Deadline: Nov. 4, 2019 is fixed as the last day for
the Debtor’s counsel to receive any completed Ballots for voting
on the Debtor's Plan;
c. Reply Deadline: Nov. 12, 2019 is fixed as the deadline for
the Debtor to file a reply to any timely filed Objections to
confirmation of the Plan or final approval of the Disclosure
Statement, and a brief and declaration in support thereof;
d. Ballot Summary Deadline: Nov. 12, 2019 is fixed as the
deadline for the Debtor’s filing of the Ballot Summary; and
e. Combined Hearing: Nov. 20, 2019 at 9:30 a.m. is fixed for
the combined hearing on confirmation of the Plan and final approval
of the Disclosure Statement.
About DJJ Enterprises
DJJ Enterprises, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 18-16615) on Nov. 5, 2018, disclosing
under $1 million in both assets and liabilities. The Debtor tapped
Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC, as
bankruptcy counsel, and Knight Law, as special litigation counsel.
DOUBLE L FARMS: Unsecureds to Receive $50,000 Annually
------------------------------------------------------
Double L Farms, Inc., filed a Chapter 11 Plan and Disclosure
Statement.
The Debtor proposes payment of interest only to U.S. Bank and
Zion's Bank until it sells the properties known as the "Clark" and
"Desert" properties at the end of 2021. The proceeds from this sale
will pay U.S. Bank off completely and pay a significant portion of
the Zion's Bank loan. The remainder of secured creditors will
receive principal and interest payments on the debt owed them. The
unsecured creditors will receive $50,000 annually, to be divided
pro rata.
The plan calls for the payment of all undisputed creditors under
the plan over a ten year period through revenues generated by the
farming of alfalfa, irrigated barley, non-irrigated barley, corn,
potatoes as well as through the sale of milk from the dairy cattle
operation, the sale of non-dairy cattle, and the sale of certain
real estate.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/y2r25w5s from
PacerMonitor.com at no charge.
Counsel for Debtor:
Robert J. Maynes, Esq.
Mark V. Cornelison, Esq.
MAYNES TAGGART PLLC
PO Box 3005
Idaho Falls, ID 83403
Telephone: (208) 552-6442
Facsimile: (208) 524-6095
Email: rmaynes@maynestaggart.com
About Double L Farms
Double L Farms, Inc., is a privately-held company in Rigby,
Indiana, that operates in the farming industry.
Double L Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the
petition signed by Jared Keith Lewis, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million. Judge Joseph M. Meier oversees the
case. The Debtor tapped Maynes Taggart PLLC as its legal counsel.
DOUGHERTY’S HOLDINGS: Court Approves Cash Motion on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Dougherty's Holdings, Inc., and debtor affiliates to
collect and use the cash collateral of Cardinal Health, Inc., and
OSK VII, LLC on a final basis in order to pay necessary and
ordinary expenses in the ordinary course of business through Dec.
22, 2019.
Cardinal Health and OSK will each be granted a post-petition
security interest in, and replacement lien on the Debtors' assets
and property of every kind, subject only to prior non-avoidable
liens.
Cardinal Health and OSK will also have administrative expense
claims pursuant to Section 507(b) of the Bankruptcy Code.
With the approval of the U.S. Trustee, the Debtors, Cardinal Health
and OSK may extend the Final Period, without further notice to
creditors or other Court order provided that a stipulation
extending the Final Order is filed together with a copy of a
revised budget, when applicable.
About Dougherty's Holdings
Dougherty's Holdings, Inc., and its subsidiaries own and operate
two retail pharmacy stores in Dallas, Texas and one in McAlester,
Oklahoma. The retail stores are approximately 2,500 - 12,000
square feet in size, and offer health screenings, serve
prescription needs, offer wellness and holistic care products,
health & beauty products, home medical supplies and equipment, and
gifts for sale.
Each of the Debtors, with Dougherty's Holdings, Inc., being the
lead case (Bankr. N.D. Tex. Lead Case No. 19-32841) sought Chapter
11 protection on Aug. 28, 2019 in Dallas, Texas. The subsidiaries
include (i) Dougherty's Pharmacy, Inc. [Texas]; (ii) Dougherty's
Pharmacy Forest Park, LLC; (iii) Dougherty's Pharmacy McAlester,
LLC; and (iv) Dougherty's Pharmacy, Inc. [Delaware].
The petitions signed by Steward Edington, president/CEO, disclosed
assets valued between $1 million and $10 million and liabilities
within the same range.
The Hon. Harlin DeWayne Hale oversees the cases.
PRONSKE & KATHMAN, P.C., serves as the Debtors' bankruptcy counsel.
INTEGRITY PHARMACY CONSULTANTS LLC is the Debtors' valuation
expert.
EIG MANAGEMENT: S&P Affirms 'BB' ICR on New Term Loan Amendment
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' issuer credit rating
on EIG Management Co. LLC. The outlook remains stable.
At the same time, S&P affirmed its 'BB' issue rating on the
company's first-lien senior secured credit facility. The recovery
rating on the facility remains '4', denoting its expectation for an
average (rounded estimate: 40%) recovery in the event of a payment
default.
EIG is seeking to amend its term loan. Key changes include freezing
its covenant leverage threshold at 2.75x (it previously was set to
decrease to 2.5x by year end), increasing its restricted payments
basket, and altering its free cash flow sweep. S&P views these
changes as neutral to the rating, given some are positive
developments (greater covenant cushion) and some are negative
(increased restricted payment flexibility and changes to the free
cash flow sweep).
The stable outlook reflects S&P's expectation for EIG's assets
under management to continue to grow at a moderate pace over the
next two years while leverage declines to between 2.5x and 3.0x by
the end of 2020 (versus modestly above 3x in 2019).
"We could downgrade EIG if its leverage rises above 3.5x or
interest coverage approaches 3x. We could also downgrade the
company if its investment performance or profitability deteriorates
meaningfully," S&P said.
"An upgrade is unlikely over the next 12 months. However, we could
upgrade EIG if its leverage falls comfortably below 2.5x, interest
coverage improves closer to 6x, and the company shows solid
investment performance and AUM growth," the rating agency said.
ELECTRONIC SERVICE: Plan Rejected Due to Insufficient Service
-------------------------------------------------------------
Judge Ann M. Nevins on Oct. 3, 2019, denied confirmation of
Electronic Service Product Corporation's Amended Chapter 11 Plan
due to the insufficient service.
According to the docket, confirmation of the Debtor's Second
Amended Chapter 11 Plan is denied as the Debtor failed to serve all
creditors and parties-in-interest with a copy of the Second Amended
Plan, Disclosure Statement, and Order approving the Disclosure
Statement as required by the Court's Order approving the Disclosure
Statement and Fed.R.Bankr.P. 3017(d).
Specifically, the Debtor failed to provide notice to the secured
creditor -- CT Community Investment Corp. or the United States
Small Business Administration -- in Class 1 of the Second Amended
Plan.
As reported in the TCR, the Debtor filed a small business Chapter
11 plan and accompanying disclosure statement. A copy of the
Second Amended Disclosure Statement is available at
https://tinyurl.com/yylamt8u from PacerMonitor.com at no charge.
About Electronic Service Products
Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.
Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017. In the petition signed
by William Hrubiec, its president, the Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Ann M. Nevins. The Debtor tapped
William E. Carter, Esq., at the Law Office of William E. Carter,
LLC, as counsel
ENERGY: Elects to Defer $24.4M Notes Interest Payment
-----------------------------------------------------
Foresight Energy LLC and Foresight Energy Finance Corporation (the
"Issuers"), wholly owned subsidiaries of Foresight Energy LP,
elected to exercise the 30-day grace period with respect to the
interest payment due under the indenture governing the Issuers'
11.50% Second Lien Senior Secured Notes due 2023. The election to
exercise the 30-day grace period extends the time period the
Issuers have to make the approximately $24.4 million interest
payment without triggering an event of default under the Indenture.
Events of default will exist under Foresight Energy LLC's credit
agreement governing its senior secured first-priority credit
facilities and Foresight Energy Services LLC's master lease
agreement, if the Issuers do not make the interest payment prior to
the end of the 30-day grace period. During the grace period, the
Company intends to evaluate its options with respect to this
matter.
About Foresight Energy
Foresight Energy L.P. produces and markets thermal coal controlling
nearly 2.1 billion tons of coal reserves in the Illinois Basin.
Foresight currently operates two longwall mining complexes with
three longwall mining systems (Williamson (one longwall mining
system) and Sugar Camp (two longwall mining systems)), one
continuous mining operation (Macoupin) and the Sitran river
terminal on the Ohio River. Additionally, Foresight has recently
resumed continuous miner production at its Hillsboro complex and
continues to evaluate potential future mining options. Foresight's
operations are strategically located near multiple rail and river
transportation access points, providing transportation cost
certainty and flexibility to direct shipments to the domestic and
international markets.
Foresight Energy reported a net loss of $61.61 million for the year
ended Dec. 31, 2018, and a net loss of $104.04 million for the
period from April 1, 2017, through Dec. 31, 2017.
On June 13, 2019, Foresight Energy received a notice from the NYSE
that it was not in compliance with a NYSE continued listing
standard because its average closing price per common unit for a
consecutive 30-trading-day period was less than $1.00. The Company
said its non-compliance with the NYSE continued listing
requirements could adversely affect its relationships with its
suppliers, customers, and potential customers and their decisions
to conduct business with the Company. Those decisions could
negatively affect the Company's business, financial condition, and
results of operations.
* * *
As reported by the TCR on Oct. 3, 2019, Moody's Investors Service
downgraded Foresight Energy, LLC's Corporate Family Rating to Caa2
from B3. The downgrade and review for downgrade was prompted by a
missed interest payment. Foresight did not make a $24.4 million
interest payment on the 11.5% Senior Secured Notes due 2023 on Oct.
1, 2019.
EP ENERGY: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: EP Energy E&P Company, L.P.
1001 Louisiana, Street
Houston, TX 77002
Business Description: EP Energy Corporation and its direct and
indirect subsidiaries are a North American
oil and natural gas exploration and
production company headquartered in Houston,
Texas. The Debtors operate through a
diverse base of producing assets and are
focused on the development of drilling
inventory located in three areas: the Eagle
Ford shale in South Texas, the Permian Basin
in West Texas, and Northeastern Utah.
http://www.epenergy.com/
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
EP Energy E&P Company, L.P. 19-35647
EP Energy Resale Company, L.L.C. 19-35648
EP Energy Management, L.L.C. 19-35649
EP Energy Global LLC 19-35650
Everest Acquisition Finance Inc. 19-35651
EP Energy LLC 19-35652
EPE Acquisition, LLC 19-35653
EP Energy Corporation 19-35654
Judge: Hon. Marvin Isgur
Debtors' Counsel: Alfredo R. Perez, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
E-mail: Alfredo.Perez@weil.com
- and -
Matthew S. Barr, Esq.
Ronit Berkovich, Esq.
Scott R. Bowling, Esq.
David J. Cohen, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: Matt.Barr@weil.com
Ronit.Berkovich@weil.com
Scott.Bowling@weil.com
DavidJ.Cohen@weil.com
Debtors'
Investment
Banker: EVERCORE GROUP L.L.C.
55 East 52nd Street
New York, NY 10055
Debtors'
Financial
Advisor: FTI CONSULTING, INC.
1301 McKinney Street,
Suite 3500, Houston TX 77010
Debtors'
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK LLC
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
https://cases.primeclerk.com/EPEnergy/Home-Index
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by David Rush, chief restructuring
officer.
A full-text copy of EP Energy E&P's petition is available for free
at:
http://bankrupt.com/misc/txsb19-35647.pdf
Consolidted List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Wilmington Savings Fund Society Senior Notes $324,000,000
as Trustee of the 6.375% Senior
Notes due 2023
Attn.: Shawn Goffinet
15950 North Dallas Parkway
Dallas, TX 75248
Tel: 972‐383‐3156
E‐mail: sgoffinet@wilmingtontrust.com
2. Wilmington Savings Fund Society Senior Notes $182,000,000
as Trustee of the 7.750% Senior
Notes due 2022
Attn.: Shawn Goffinet
15950 North Dallas Parkway
Dallas, TX 75248
Tel: 972‐383‐3156
Email: sgoffinet@wilmingtontrust.com
3. Wilmington Trust, National Senior Notes $182,000,000
Association as Trustee of the
9.375% Senior Notes due 2020
Attn.: Shawn Goffinet
15950 North Dallas Parkway
Dallas, TX 75248
Tel: 972‐383‐3156
Email: sgoffinet@wilmingtontrust.com
4. Storey Minerals, Ltd. Litigation $43,800,000
Maltsberger/Storey Ranch, LLC,
and Rene R. Barrientos, Ltd.
Attn.: Robert G. Hargrove
515 Congress Avenue, Suite 2450
Austin, TX 78701
Tel: 512‐476‐3529
Email: rob@texasenergylaw.com
5. Halliburton Energy Services, Inc. Shipper, $35,185,834
c/o Chaffe McCall, LLP Warehouser,
Attn.: Hal C. Welch Lien Holder
2300 Energy Center
1100 Poydras Street
New Orleans, LA 70163
Tel: 504‐585‐7709
E‐mail: colletta@chaffe.com
6. State of Texas Sales, $11,257,219
c/o Texas Comptroller of Public Severance,
Accounts (Oil) and Use Tax
Attn.: Account Maintenance Division Liability
Crude Oil and Natural Gas Tax Section
111 E 17th Street
Austin, TX 78774‐0100
Tel: 800‐531‐5441
Email: congtax@cpa.texas.gov
7. University Lands Royalty $9,517,303
Attn.: General Counsel Payment
825 Town and Country Lane, Suite 1100 (State)
Midland, TX 77024
Tel: 713‐352‐3808
Fax: 832‐632‐8638
8. Frio LaSalle Pipeline LP Transporter $8,062,691
Attn.: General Counsel
1717 Main Street, Suite 5200
Dallas, TX 75201
Tel: 210‐495‐5577
9. FTS International Services LLC Shipper, $5,379,774
c/o Squire Patton Boggs LLP Warehouser,
Attn.: D. Patrick Long Lien Holder
2500 McKinney Avenue, Suite 1700
Dallas, TX 75201
Tel: 214‐758‐1500
E‐mail: patrick.long@squirepb.com
10. Archrock Services LP Shipper, $3,378,736
c/o Baker & Hostetler LLP Warehouser,
Attn.: Brad K. Howell Lien Holder
811 Main Street, Suite 1100
Houston, TX 77002
Tel: 713‐751‐1600
Email: bhowell@bakerlaw.com
11. Tetra Production Testing Shipper, $2,984,706
Services, LLC Warehouser,
Attn.: Brady M. Murphy Lien Holder
24955 Interstate 45 North
The Woodlands, TX 77380
Tel: 281‐367‐1983
12. Tesoro Refining & Marketing Royalty/ $2,541,239
Company LLC WI Rev.
Attn.: General Counsel Payment
19100 Ridgewood Parkway
San Antonio, TX 78259
Tel: 210‐626‐7390
13. Ritchie Farms Ltd Royalty Fee/ $2,432,422
Attn.: Wesley Ritchie WI Rev.
2112 Rio Grande Street Payment
Austin, TX 78705
E‐mail: support@mineralholders.com
14. Independence Oilfield Shipper, $2,200,643
Chemicals LLC Warehouser,
Attn.: Patrick Williams Lien Holder
1450 Lake Robbins Drive
Suite 400
The Woodlands, TX 77380
Tel: 713‐936‐4340
15. Utah State Tax Commission Severance $2,029,591
Attn.: Bankruptcy Department Tax
210 North 1950 W
Salt Lake City, UT 84134
Tel: 801‐297‐2200
Email: taxmaster@utah.gov
16. Texas Fueling Services, Inc. Shipper, $1,995,000
Attn.: Hanan Tuchshnieder Warehouser,
4220 Laura Koppe Road Lien Holder
Houston, TX 77016‐5026
Tel: 281‐443‐2336
Email: hanan@texasfueling.com
17. Baker Hughes Shipper, $1,937,915
Attn.: Lorenzo Simonelli Warehouser,
17021 Aldine Westfield Road Lien Holder
Houston, TX 77073
Tel: 713‐439‐8600
18. Allied Horizontal Wireline Shipper, $1,900,285
Services Warehouser,
Attn: Joseph Sites Lien Holder
3200 Wilcrest Drive, Unit 170
Houston, TX 77042
Tel: 713‐343‐7280
19. Texas Chrome Transport Inc. Shipper, $1,657,137
Attn.: Raul Mendez Jr. Warehouser,
16233 IH 35 South Lien Holder
Atascosa, TX 78002
Tel: 210‐622‐5757
Email: raul@teamtct.com
20. Nabors Drilling Technologies Shipper, $1,642,943
USA Inc. Warehouser,
Attn.: Anthony G. Petrello Lien Holder
515 W Greens Road, Suite 1200
Houston, TX 77067
Tel: 281‐874‐0035
21. J W Power Company Shipper, $1,635,127
Attn.: General Counsel Warehouser,
15505 Wright Brothers Drive Lien Holder
Addison, TX 75001
Tel: 972‐233‐8191
Email: info@jwenergy.com
22. Multi Chem Shipper, $1,577,337
Attn.: General Counsel Warehoulser,
3000 N. Sam Houston Lien Holder
Parkway East
Houston, TX 77032
Tel: 281‐871‐4000
23. Maltsberger/Storey Ranch, LLC Royalty Fee/ $1,442,988
Attn.: Christopher L. Halgren WI Rev.
c/o McGinnis, Lochridge & Payment
Kilgore, LLP
711 Louisiana Street, Suite 1600
Houston, TX 77002
Tel: 713‐615‐8500
E‐mail: chalgren@mcginnislaw.com
24. Basic Energy Services Inc. Shipper, $1,345,972
Attn.: General Counsel Warehouser,
801 Cherry Street, Suite 2100 Lien Holder
Fort Worth, TX 76102
Tel: 817‐334‐4100
Email: info@basicenergyservices.com
25. NGL Water Solutions Shipper, $1,253,614
Eagle Ford LLC Warehouser,
Attn.: General Counsel Lien Holder
3773 Cherry Creek North Drive
Suite 1000
Denver, CO 80209
Tel: 918‐481‐1119
Email: info@nglep.com
26. Weatherford International Plc. Shipper, $1,194,793
Attn.: Kenneth M. Klemm Warehouser,
c/o Baker, Donelson Lien Holder
201 St. Charles Avenue
Suite 3600
New Orleans, LA 70170
Tel: 504‐566‐5200
Email: kklemm@bakerdonelson.com
27. Office of Natural Resources Royalty $1,174,261
Revenue - (Ute Tribal) Payment-
27 Attn.: Bankruptcy Department Tribal
P.O. Box 25165
Denver, CO 80225‐0165
Tel: 800‐525‐0309
28. Premier Pipe LLC Shipper, $1,101,617
Attn.: General Counsel Warehouser,
15600 John F. Kennedy Boulevard Lien Holder
Suite 200
Houston, TX 77032
Tel: 832‐300‐8100
Fax: 832‐300‐8198
29. DNOW L.P. Shipper, $1,074,153
Attn.: Raymond Chang Warehouser,
7402 N. Eldridge Parkway Lien Holder
Houston, TX 77041
Tel: 281‐823‐4700
30. Ruby Pipeline L.L.C. Contract Unliquidated
Attn.: Treasury Damages
1001 Louisiana Street
Houston, TX 77002
Tel: 713‐420‐2300
FAME ASSISTANCE: Seeks Approval of Cash Collateral Stipulation
--------------------------------------------------------------
FAME Assistance Corporation seeks approval from the U.S. Bankruptcy
Court for the Central District of California of its Stipulation
with Hanmi Bank authorizing the interim use of cash collateral
through Oct. 31.
As of the Petition Date, FAME owed Hanmi Bank not less than $1.7
million pursuant to that certain loan agreement, secured by that
certain real property commonly known as 1968 West South Adams St.,
Los Angeles, CA. Pursuant to that certain deed of trust, FAME also
assigned to the Bank all present and future rents, issues and
profits from the Real Property and all cash proceeds thereof.
Under the Stipulation, FAME and Hanmi Bank have agreed to the
following terms regarding the use of cash collateral:
(A) The Debtor may use cash collateral solely for the purpose
of paying, and in amounts not to exceed the expenses listed in the
budget, for the period through the earlier of (a) Oct. 31, 2019, or
(b) the date the Debtor's authorization to use cash collateral
terminates upon the Court's entry of an order: (i) converting the
Debtor's bankruptcy case to a case under chapter 7 of the
Bankruptcy Code; (ii) appointing a chapter 11 trustee in Debtor's
bankruptcy case; or (iii) granting relief from the automatic stay
to the Bank or any other creditor with a security interest in the
Collateral.
(B) On the 23rd day of each month during which Debtor is
authorized to use cash collateral, the Debtor will make $10,469
monthly payments to Hanmi Bank in the same manner as set forth in
the Loan Documents.
(C) Hanmi Bank will be granted a replacement lien on all
assets of the Debtor, with the same validity, priority and extent
as the Bank's prepetition lien on Debtor's assets. However, the
replacement lien will not extend to any claims arising under 11
U.S.C. Sections 506(c), 544, 545, 547, 548, 549, 553(b), or 724(a),
or any proceeds of any such claims for relief.
(D) The Debtor will also (a) permit Hanmi Bank and its agents
to access and inspect the Real Property; (b) keep the Real Property
insured as required under the Loan Documents and the U.S. Trustee's
guidelines; (c) pay all property taxes that come due post-petition
in connection with the Real Property; and (d) comply with any and
all financial reporting requirements as required under the Loan
Documents.
A copy of the Stipulation is available for free at
http://bankrupt.com/misc/cacb19-18900-51.pdf
About FAME Assistance Corporation
FAME Assistance Corporation, a nonprofit corporation, was created
in 1992 to serve as a platform for serving the community and
enriching the lives of residents of Los Angeles County. Today, FAME
serves over 1,000,000 people annually through its diverse portfolio
of programs, services and initiatives, including the Low Income
Fare is Easy Program, The Job Access and Reverse Commute Program,
UCLA-Smokefree Air for Everyone, and Training Resource Center.
FAME Assistance Corporation, a Non Profit Corp., based in Los
Angeles, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
19-18900) on July 31, 2019. In the petition signed by Edgar E.
Boyd, president and CEO, the Debtor was estimated to have $10
million to $50 million in assets and $1 million to $10 million in
liabilities. The Hon. Neil W. Bason oversees the case. Peter T.
Steinberg, Esq., at Steinberg Nutter & Brent, Law Corporation,
serves as bankruptcy counsel to the Debtor.
FANNIE MAE: Signs Letter Agreement with the Treasury
----------------------------------------------------
Fannie Mae, formally known as the Federal National Mortgage
Association, through the Federal Housing Finance Agency, acting on
Fannie Mae's behalf in its capacity as conservator, and the United
States Department of the Treasury entered into a letter agreement
on Sept. 27, 2019, modifying the dividend and liquidation
preference provisions of the Variable Liquidation Preference Senior
Preferred Stock, Series 2008-2, that Fannie Mae issued to Treasury
in September 2008.
* Modification to Dividend Provisions -- Increase in
Applicable Capital Reserve Amount. The terms of the senior
preferred stock provide for dividends each quarter in the
amount, if any, by which the Company's net worth as of the
end of the immediately preceding fiscal quarter exceeds the
applicable capital reserve amount. The letter agreement
modifies the dividend provisions of the senior preferred
stock to increase the applicable capital reserve amount from
$3 billion to $25 billion, effective for dividend periods
beginning July 1, 2019. As a result of this change to the
senior preferred stock dividend provisions, no dividend
amount is payable for the third quarter of 2019, as the
Company's net worth of $6.4 billion as of June 30, 2019 is
lower than the $25 billion applicable capital reserve
amount. Accordingly, the Company did not pay a dividend to
Treasury for the third quarter of 2019.
* Modification to Liquidation Preference Provisions --
Increase in Liquidation Preference. The letter agreement
provides that, on Sept. 30, 2019, and at the end of each
fiscal quarter thereafter, the liquidation preference of the
senior preferred stock will increase by an amount equal to
the increase in the net worth amount, if any, during the
immediately prior fiscal quarter, until such time as the
liquidation preference has increased by $22 billion.
The liquidation preference of the senior preferred stock
was $123.8 billion as of June 30, 2019. During the second
quarter of 2019, the Company's net worth increased by $3.4
billion. As a result, the liquidation preference of the
senior preferred stock has increased to $127.2 billion as
of Sept. 30, 2019.
* New Certificate of Designation. The letter agreement
provides that Fannie Mae will amend or replace the
existing Certificate of Designation for the senior
preferred stock to reflect the revised dividend
provisions, effective Sept. 30, 2019.
* Agreement to Amend Senior Preferred Stock Purchase
Agreement to Enhance Taxpayer Protections. The letter
agreement provides that Fannie Mae and Treasury agree to
negotiate and execute an additional amendment to the
senior preferred stock purchase agreement that further
enhances taxpayer protections by adopting covenants
broadly consistent with recommendations for administrative
reform contained in Treasury's September 2019 Housing
Reform Plan.
A copy of the Letter Agreement is available for free at:
https://is.gd/Kjj7bA
Material Relationships with Treasury
The Treasury beneficially owns more than 5% of the outstanding
shares of Fannie Mae's common stock by virtue of the warrant Fannie
Mae issued to the Treasury on Sept. 7, 2008.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Fannie Mae helps make the 30-year
fixed-rate mortgage and affordable rental housing possible for
millions of Americans. The Company partners with lenders to create
housing opportunities for families across the country.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets. Freddie
Mac supports communities across the nation by providing mortgage
capital to lenders.
About Fannie Mae's Conservatorship
and Agreements with Treasury
Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008. Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the conservator has declared
and directed Fannie Mae to pay dividends to Treasury on a quarterly
basis for every dividend period for which dividends were payable
since the company entered conservatorship in 2008.
FFBC OPERATIONS: Unsecureds to Get 16 Quarterly Payments
--------------------------------------------------------
FFBC Operations, LLC and FFBC Real Estate, LLC, propose a Chapter
11 Plan and accompanying Disclosure Statement.
Class 7 - General Unsecured Creditors are impaired. Pro rata share
of recoveries from Chapter 5 and other claims retained of the
Debtors, plus a pro-rated amount from contributions of CP of
payments, (after payment of administrative and tax claims).
Payments shall commence quarterly for the first quarter after the
Effective Date, and continue for up to a period of 16 quarterly
payments.
Class 3 - Amplify are impaired. Amplify will have a fully secured
claim. Amplify’s loan will be restructured and paid interest only
for the first six months following the Effective Date, and then
amortized over 300 months with a balloon maturity at the end of 10
years. Interest shall be 4% for the first year, 4.25% for the
second year, 45% for the third year and at the current contract
rate for the balance of the loan.
Class 4 - Small Business Admin. are impaired. The SBA shall have an
Allowed Secured Claim equal to the value of the property that
secures their debt under 11 U.S.C. § 506, which Debtor believes to
be no more than $800,000. The balance of the debt shall be an
Allowed Unsecured Claim. The debt will be paid interest only for
six months, and then amortized over 300 months, with a ten year
balloon maturity. Interest shall accrue at the rate of 4% for the
first year after the Effective Date, at 4.25% for the second year,
4.5% for the third year and at the existing contract rate for the
balance of the loan term.
Class 5 - Pedernales Brewing Co. are impaired. The Allowed Secured
Claim of Pedernales Brewing Company shall be paid in full over
twenty four (24) months with interest at 4%. Pedernales Brewing
Company shall continue to be secured by their existing collateral.
Class 6 - Celis Phoenix are impaired. Celis Phoenix shall exchange
all of its pre and postpetition debt for 100% of the membership
interests in the combined reorganized Debtors.
Class 8 - Unsecured Convenience are impaired. Class Holders of
claims at or under $500 to receive (if elected) 20 percent of claim
paid in 2 equal payments beginning 30 days of the Effective Date
and 120 days after the Effective Date.
Class 9 - Blue River Fox are impaired. Will receive treatment as an
unsecured creditor.
Class 10 - Hill Morrison, Inc. are impaired. Will receive treatment
as an unsecured creditor.
Class 11 - Equity Interests. Equity holders will have their equity
interest terminated on the Effective Date and will receive nothing
under the Plan.
Payments under this Plan will be made from a combination of money
generated from the pre and post- confirmation operations of FFBC
Operations, contributions from Celis Phoenix of up to an additional
$1,000,000 for the purposes of meeting operating costs and making
payments under this Plan.
A full-text copy of the Proposed Disclosure Statement dated
September 27, 2019, is available at https://tinyurl.com/y4mg9j8n
from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Eric J. Taube, Esq.
Mark C. Taylor, Esq.
WALLER, LANSDEN DORTCH & DAVIS, LLP
100 Congress Avenue, 18th Floor
Austin, Texas 78701
(512) 472-5997
(512) 472-5248 (FAX)
About FFBC Operations and
FFBC Real Estate
FFBC Operations, LLC, owns Celis Brewery, a craft brewery focusing
on Belgian-style beers. FFBC Real Estate classifies its business
as single asset real estate (as defined in 11 U.S.C. Section
101(51B)).
FFBC Operations LLC and FFBC Real Estate, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case
No. 19-10869) on July 1, 2019. At the time of the filing, FFBC
Operations estimated assets between $1 million and $10 million and
liabilities of the same range. FFBC Real Estate estimated assets
between $1 million and $10 million and liabilities between $10
million and $50 million. The cases are assigned to Judge Tony M.
Davis. Lansden Dortch & Davis, LLP, is the Debtors' legal counsel.
FGI ACQUISITION: S&P Assigns 'B-' ICR on Capital Refinancing
------------------------------------------------------------
S&P Global Ratings assigned a 'B-' issuer credit rating to FGI
Acquisition Corp. (d/b/a The Flexitallic Group).
The rating action follows the company's announcement of its plans
to refinance its existing capital structure with a new first-lien,
senior secured credit facility consisting of a $27.5 million
revolving credit facility and $200 million senior secured term loan
B.
Meanwhile, S&P assigned its 'B-' issue-level rating with a '3'
recovery rating to the company's proposed revolving credit facility
and first-lien term loan. The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
50%).
S&P's 'B-' issuer credit rating on Flexitallic reflects its limited
scale, exposure to cyclical end markets, and narrow line of
business. In its view, these constraints are partially offset by
the company's strong margins, reasonable leverage, and the high
cost of failure of its products as they are used in critical
high-temperature applications.
The stable outlook reflects S&P's expectation that the company's
revenue growth will allow it to support above-average EBITDA
margins in the low-20% area, with adjusted leverage improving to
the mid-5x area in 2020.
"We could lower our rating on Flexitallic if demand from its end
markets deteriorate significantly and operating performance weakens
such that the company is unable to consistently generate positive
free cash flow. We could also lower our rating if the company's
leverage increases to what we see as an unsustainable level," S&P
said.
"We could raise our rating on Flexitallic if there is continued
improvement in the business with its new contract wins and we
believe that the company can sustain leverage at less than 5x. In
addition, we need to believe that its financial sponsor and owner
is committed to maintaining leverage at that level," the rating
agency said.
FITRITION LLC: Seeks Authority to Use Cash Collateral
-----------------------------------------------------
Fitrition LLC seeks authority from the U.S. District of Colorado to
use cash collateral in order to pay necessary operating expenses.
The Debtor's bankruptcy filing was prompted by a dispute with its
Landlord -- Silver Holdings, LLC, as to whether the terms of the
commercial real property lease have been modified. The Debtor plans
to continue operation of its business throughout the Chapter 11
case and propose a Plan which provides for the continuation of the
Debtor's business.
Syracuse Retail LLC (Debtor's predecessor landlord) was granted a
lien in certain of the Debtor's assets, including cash collateral.
Pursuant to that certain Retail Lease Agreement, Syracuse was
granted a security interest on account of a loan for tenant
improvements to the Debtor's fitness facility located at 5058 S.
Syracuse Street in Denver, Colorado.
In order to provide adequate protection for its use of cash
collateral, to the extent any secured creditor has properly
perfected lien in the cash collateral, the Debtor proposes the
following:
(a) The Debtor will provide a replacement lien on all
post-petition accounts and cash equivalents to the extent that the
use of the cash collateral results in a decrease in the value of
the collateral pursuant to 11 U.S.C. Section 361(2);
(b) The Debtor will maintain adequate insurance coverage on
all personal property assets and adequately insure against any
potential loss;
(c) The Debtor will provide to such creditor all periodic
reports and information filed with the Bankruptcy Court, including
debtor-in-possession reports;
(d) The Debtor will only expend cash collateral pursuant to
the Budget subject to reasonable fluctuation by no more than 15%
for each expense line item per month, plus all fees owed to the
U.S. Trustee;
(e) The Debtor will pay all post-petition taxes; and
(f) The Debtor will retain in good repair all collateral in
which any secured creditor has an interest.
A copy of the Cash Collateral Motion is available for free at
http://bankrupt.com/misc/cob19-18149-17.pdf
About Fitrition LLC
Fitrition LLC operates the gym Fitrition in the Denver Tech Center
in Syracuse St., in Denver. Fitrition offers a variety of health
and fitness concepts such as barre classes, HIIT classes, and IV
therapy all under one roof. According to its owner, the gym has
about 600 active members, who pay on average about $150 a month.
Fitrition, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case
No. 19-18149) on Sept. 20, 2019. In the petition signed by its
managing member, William H. Coleman III, the Debtor disclosed
assets ranging between $100,001 and $500,000 and liabilities
ranging between $500,001 and $1 million. The Debtor is represented
by Wadsworth Garber Warner Conrardy, P.C.
FORESIGHT ENERGY: S&P Lowers ICR to 'CCC-' on Potential Default
---------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S.-based
coal producer Foresight Energy L.P. (FELP) to 'CCC-' from 'CCC+'
and placed all ratings on CreditWatch with negative implications.
S&P also lowered the issue-level ratings on the company's
first-lien debt to 'CCC' from 'B-' and on the second-lien debt to
'C' from 'CCC-'.
The downgrade reflects the risk of potential default as a result of
nonpayment of interest on Foresight Energy L.P.'s (FELP's)
second-lien term loan or a restructuring of its capital structure
in the next 30-90 days. If the company does not make a payment
during the grace period, a default will occur under the second-lien
term loan indenture and under the first-lien term loan and
revolving credit facility. S&P believes FELP has sufficient
liquidity to make the $24.4 million interest payment in the next 30
days based on approximately $40 million-$45 million in total
liquidity. However, the rating agency believes that given lower
domestic thermal coal demand and persistently low international
prices, the company may not have sufficient liquidity to make its
next interest payment under the first-lien term loan. In addition,
the deep discount on FELP's secured debt prices and waning capital
markets access will likely lead to restructuring in the next 90
days. S&P now thinks that the business risk of the company is
vulnerable because of these risks.
The CreditWatch negative placement reflects the likelihood that S&P
could lower its rating on FELP within the next 30-90 days
contingent on interest payment or the announcement of a
restructuring plan.
FOREVER 21: Proposes $350 Million of DIP Financing
--------------------------------------------------
Forever 21, Inc., and six debtor affiliates ask the Court for
approval of a:
(a) an up to $275 million senior secured superpriority ABL
revolving credit facility provided by the Prepetition ABL Secured
Parties, which includes a $75 million sublimit for the issuance of
letters of credit issued under the Prepetition ABL Facility and a
"creeping roll-up" of the Prepetition ABL Facility, and
(b) a $75 million new-money senior secured super-priority term
loan facility provided by the DIP Term Lender, with up to $60
million made available immediately upon entry of an interim order.
DIP ABL Facility
The DIP ABL facility –- comprised of up to $275,000,000 in senior
secured super-priority revolving credit facility -- is provided by
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and a group of lenders including (i) HSBC Bank USA, N.A.,
(ii) Barclays Bank PLC, (iii) Citibank, N.A., (iv) MUFG Union Bank,
N.A., (v) Royal Bank of Canada, and (vi) SunTrust Bank. The DIP
ABL Facility includes a $75,000,000 sublimit for the issuance of
letters of credit issued under the Prepetition ABL Facility and a
"creeping roll-up" of the Prepetition ABL Facility.
Because the Prepetition ABL Facility is being "rolled-up" into the
DIP ABL Facility and the DIP ABL Facility is senior in priority to
the DIP Term Loan Facility (with respect to the collateral securing
the DIP ABL Facility on a first-lien priority basis), the DIP
Facilities do not effectuate any priming of the Prepetition ABL
Secured Parties' liens on the collateral under the Prepetition ABL
Facility. Accordingly, the Debtors avoid the need to engage in a
costly and time-consuming priming fight at the outset of the
chapter 11 cases. The Prepetition ABL Secured Parties have also
consented to the Debtors’ use of their Cash Collateral.
The DIP ABL Facility will terminate on the earliest of:
-- 9 months from the effective date;
-- the maturity date of the DIP Term Loan Facility;
-- the effective date of a Plan of Reorganization;
-- the date of termination of all commitments;
-- the date on which the obligations become due and payable
under the DIP ABL Agreement;
-- the date of consummation of a sale of all or substantially
all of the Debtors' assets
-- the date of conversion of any of the Chapter 11 cases to a
case under Chapter 7; and
-- the first business day on which the Interim Order expires.
e DIP obligations will bear interest as follows: (a) Loans
comprising each ABR Borrowing (including each Swingline Loan) will
bear interest at the ABR plus the Applicable Rate for ABR
Borrowings (2.25%); (b) Loans comprising each Eurodollar Borrowing
will bear interest at the Adjusted LIBOR Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate for
Eurodollar Borrowings (3.25%); and (c) each Protective Advance made
to the Borrowers shall bear interest at the ABR plus the Applicable
Rate for ABR Borrowings (2.25%) plus 2%.
The fees are:
* A commitment fee of 0.50% per annum on the average daily
amount of such Lender's Applicable Percentage of the Unused
Commitment.
* A fronting fee of 0.125% per annum on the average daily amount
of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements).
* The Borrowers, jointly and severally, agree to pay to the
Administrative Agent, for its own account, fees payable in the
amounts and at the times separately agreed upon between the
Borrowers and the Administrative Agent.
The terms of the DIP ABL Facility include milestones pertaining to
the closure of certain of the Debtors' stores within 40 days after
the Petition Date; the completion of a full store chain test count
by Feb. 14, 2020, as well as milestones as to the confirmation of a
reorganization plan providing for at least $50 million of
annualized rent reductions, or the sale of substantially all of the
Debtors' assets in the event no acceptable plan is consummated by
the specified date.
Term Loan Facility
Other than the revolving credit facility, the Debtors also seek to
obtain $75,000,000 in new-money senior secured super-priority term
loan facility provided by TGP Sixth Street Partners, LLC, and its
affiliated funds, with $60,000,000 made available immediately upon
entry of an interim order.
The other salient terms of the Term Loan Facility are:
* Maturity Date: 9 Months From the Effective Date or 12 months
From the Effective Date if the maturity of the DIP ABL Facility is
extended.
* Interest Rates: The Obligations will bear interest as follows:
(a) Loans comprising each ABR Borrowing will bear interest at the
ABR plus 11.0%; (b) Loans comprising each Eurodollar Borrowing will
bear interest at the Adjusted LIBOR Rate for the Interest Period in
effect for such Borrowing plus 12.0%; and (c) each Protective
Advance made to the Borrowers will bear interest at the ABR plus
11.0%, plus 2%.
* Milestones: Includes, but not limited to, a condition that
within 60 days following the Petition Date, the Borrowers will
provide the Administrative Agent with evidence (in form and
substance reasonably acceptable to the Administrative Agent) of
support for an Acceptable Plan from landlords, representing at
least $50 million of annualized rent reductions.
The Debtors intend to use the proceeds of the DIP Facilities to,
among other things:
(a) fund ongoing DIP working capital purposes, pursuant to the
Budget;
(b) fund general corporate purposes as provided for in the
Budget, including Court-approved professional fees and other
administrative fees arising in the Chapter 11 cases; and
(c) satisfy the limited adequate protection payments
contemplated by the Debtors.
The Debtor borrowers are (i) Forever 21, Inc.,(ii) Forever 21
Retail, Inc., (iii) Forever 21 International Holdings, Inc., (iv)
Alameda Holdings, LLC, (v) Forever 21 Logistics, LLC; (vi) Forever
21 Real Estate Holdings, LLC; and (vii) Riley Rose, LLC. Each
direct and indirect U.S. subsidiary of the Borrowers, including
Innovative Brand Partners, LLC, stand as guarantors to the DIP
Obligations.
Use of Cash Collateral
Additionally, the Debtors seek Court approval to use the cash
collateral of the Prepetition Lenders.
As adequate protection, the Debtors propose to provide (i) valid
and automatically perfected replacement liens on and security
interests in the DIP Collateral; (ii) super-priority administrative
claims under Section 507(b) of the Bankruptcy Code; as well as
(iii) certain fees.
The Debtors seek entry of an interim and a final hearing on the
motion.
A copy of the Motion, the Loan Terms, and a 13-week budget can be
accessed for free at:
http://bankrupt.com/misc/FOrever21_DIP_Motion.pdf
About Forever 21
Founded in 1984, and headquartered in Los Angeles, California,
Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion
retailer of women's, men's and kids clothing and accessories and is
known for offering the hottest, most current fashion trends at a
great value to consumers. Forever 21 delivers a curated assortment
of new merchandise brought in daily.
As of the bankruptcy filing, the Debtors operated 534 stores under
the Forever 21 brand in the U.S. and 15 stores under beauty and
wellness brand, Riley Rose.
Forever 21, Inc. and seven of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept.
29, 2019. According to the petition, Forever 21 has estimated
liabilities on a consolidated basis of between $1 billion and $10
billion against assets of the same range.
Kirkland & Ellis LLP is serving as the Company's legal advisor,
Alvarez & Marsal as its restructuring advisor, and Lazard as its
investment banker. The law firm of Pachulski Stang Ziehl & Jones
LLP is the local bankruptcy counsel. Prime Clerk is the claims
agent.
FOREVER 21: Wins Initial Order Under CCAA; PwC Is Monitor
---------------------------------------------------------
Forever XXI ULC applied for and received an order ("Initial Order")
for protection pursuant to the Companies' Creditors Arrangement
Act, as amended, from the Ontario Superior Court of Justice
Commercial List. The Initial Order includes among other things, a
stay of proceedings against the Company, and the appointment of
PricewaterhouseCoopers Inc., LIT as monitor of the Applicant.
The Initial Order, among other things:
a) Granted a stay of proceedings up to and including Oct. 29,
2019 ("Stay Period");
b) Authorized the Company to continue to utilize the central cash
management system currently in place, as described in the affidavit
of Brad Sell, sworn Sept. 29, 2019 ("Sell Affidavit"), or replace
it with another substantially similar central cash management
system ("Cash Management System");
c) Permitted Forever XXI ULC to proceed with an orderly wind-down
of its business;
d) Approved the Employee Retention Plan ("ERP"), as described in
the Sell Affidavit and authorized payment contemplated by the ERP,
up to $250,000;
e) Granted a first ranking charge, in the amount of $750,000
("Administration Charge"), over all of the property of the
Applicant, as security for fees and disbursements of the Monitor,
counsel to the Monitor, counsel to Forever XXI ULC and Alvarez &
Marsal Canada Inc., in its capacity as financial advisor
("Financial Advisor") to Forever XXI ULC; and
f) Granted a second ranking charge, in the amount of $3,000,000
("Directors' Charge"), over all of the property of the Company, as
security for the indemnity granted to Forever XXI ULC's directors
and officers.
In accordance with section 23 (1)(ii)(b) of the CCAA and the
Initial Order, on Oct. 4, 2019, a notice was sent to every known
creditor of Forever XXI ULC who has a claim against the Company of
more than $1,000.
On Oct. 3, 2019, Forever XXI ULC filed a motion for an order ("Sale
Approval Order"), among other things:
a) Approving, authorizing, and ratifying the Consulting Agreement
between a contractual joint venture comprised of Gordon Brothers
Canada ULC and Merchant Retail Solutions, ULC ("Consultant") and
F21 Canada dated Sept. 27, 2019 ("Consulting Agreement"), in the
form attached as Exhibit "C" to the Affidavit of Bradley H. Sell
sworn Oct. 3, 2019, including the sale guidelines attached as
Schedule "A" to the proposed
b) Sale Approval Order ("Sale Guidelines"), and the transactions
contemplated thereunder;
c) Authorizing F21 Canada, with the assistance of the Consultant,
to conduct the sale of F21 Canada's inventory ("Merchandise") and
its furniture, fixtures, and equipment ("FF&E") in accordance with
the proposed Sale
d) Approval Order, the Consulting Agreement, and the Sale
Guidelines;
e) Authorizing F21 Canada to take any and all actions as may be
necessary or desirable to implement the Consulting Agreement;
f) Ordering that the Consultant shall act solely as an
independent consultant to F21 Canada and that it shall not be
liable for any claims against F21 Canada other than as expressly
provided in the Consulting Agreement or Sale Guidelines; and
g) Ordering that the claims of the Consultant pursuant to the
Consulting Agreement shall not be compromised pursuant to any plan
of compromise or arrangement involving F21 Canada and that the
Consultant shall be treated as an unaffected creditor in these
proceedings and under any plan.
The Motion will be heard on Oct. 7, 2019.
Also, on Oct. 3, 2019, the Monitor filed its first report with the
Court to provide the Court with information concerning:
i) An update of the Monitor’s activities since the Filing
Date;
ii) The liquidator Bid Solicitation Process; and
iii) F21 Canada's motion for the Sale Approval Order and the
Monitor's conclusions and recommendations in connection with the
foregoing.
A copy of the Initial Order is available on the Monitor's website
at
https://www.pwc.com/ca/forever21
Copies of future Court orders and other materials relating to the
CCAA proceedings will be available on the Monitor's Web site. If
you have any questions in respect of these proceedings, you may
contact the Monitor at:
PricewaterhouseCoopers Inc., LIT
Monitor of Forever XXI, ULC PwC Tower
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Attention: Tammy Muradova
Tel: +1 888 444 1193
Fax: +1 416 814 3219
E-mail: cmt_processing@ca.pwc.com
Counsel to Forever XXI ULC:
OSLER, HOSKIN & HARCOURT LLP
Box 50, 1 First Canadian Place
100 King Street West, Suite 6200
Toronto, ON M5X 1B8
Fax: 416-862-6666
Tracy Sandler
Tel: 416-862-5890
E-mail: tsandler@osler.com
Jeremy Dacks
Tel: 416-862-4923
E-mail: jdacks@osler.com
Karin Sachar
Tel: 416-862-5949
E-mail: ksachar@osler.com
David Rosenblat
Tel: 416-862-5673
E-mail: drosenblat@osler.com
Justine Erickson
Tel: 416-862-4208
E-mail: jerickson@osler.com
Counsel to the Court-Appointed Monitor:
GOODMANS LLP
Bay Adelaide Centre - West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Fax: 416-979-1234
Brendan O'Neill
Tel: 416-849-6017
E-mail: boneill@goodmans.ca
Melaney Wagner
Tel: 416-597-4258
E-mail: mwagner@goodmans.ca
Andrew Harmes
Tel: 416-849-6923
E-mail: aharmes@goodmans.ca
Court-Appointed Monitor:
PRICEWATERHOUSECOOPERS INC.
PWC Tower
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Fax: 416-365-8215
Gregory Prince
Tel: 416-814-5752
E-mail: gregory.n.prince@pwc.com
Michael McTaggart
Tel: 416-687-8924
E-mail: michael.mctaggart@pwc.com
Graham Page
Tel: 416-687-9054
E-mail: graham.page@pwc.com
Tracey Weaver
Tel: 416-814-5735
E-mail: tracey.weaver@pwc.com
Christine Sinclair
Tel: 416-687-8938
E-mail: christine.l.sinclair@pwc.com
Financial Advisor to Forever XXI ULC:
ALVAREZ & MARSAL CANADA INC.
Royal Bank Plaza, South Tower, Suite 200
P.O. Box 22
Toronto, Ontario M5J 2J1
Fax: 416-847-5201
Alan J. Hutchens
Tel: 416-847-5159
E-mail: ahutchens@alvarezandmarsal.com
Melanie MacKenzie
Tel: 416-847-5158
E-mail: mmackenzie@alvarezandmarsal.com
Zach Gold
Tel: 416-723-2265
E-mail: zgold@alvarezandmarsal.com
Counsel to Forever 21, Inc.:
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Fax: 212-446-4900
300 North LaSalle Street
Chicago, Illinois 60654
Fax: 312-862-2200
Joshua A. Sussberg, P.C.
Tel: 212-446-4829
E-mail: joshua.sussberg@kirkland.com
Anup Sathy, P.C.
Tel: 312-862-2046
E-mail: anup.sathy@kirkland.com
Aparna Yenamandra
Tel: 212-446-4903
E-mail: aparna.yenamandra@kirkland.com
Simon Briefel
Tel: 212-390-4480
E-mail: simon.briefel@kirkland.com
Heidi M. Hockberger
Tel: 312-862-3676
E-mail: heidi.hockberger@kirkland.com
- and -
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Fax: 302-654-4400
Laura Davis Jones
Tel: 302-778-6401
E-mail: ljones@pszjlaw.com
Timothy P. Cairns
Tel: 302-778-6443
E-mail: tcairns@pszjlaw.com
About Forever 21
Founded in 1984, and headquartered in Los Angeles, California,
Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion
retailer of women's, men's and kids clothing and accessories and is
known for offering the hottest, most current fashion trends at a
great value to consumers. Forever 21 delivers a curated assortment
of new merchandise brought in daily.
As of the bankruptcy filing, the Debtors operated 534 stores under
the Forever 21 brand in the U.S. and 15 stores under beauty and
wellness brand, Riley Rose.
On Sunday, Sept. 29, 2019, Forever 21, Inc. and 7 of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-12122).
According to the petition, Forever 21 has estimated liabilities on
a consolidated basis of between $1 billion and $10 billion against
assets of the same range.
The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez &
Marsal as restructuring advisor; and Lazard as investment banker;
and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel.
Prime Clerk is the claims agent.
FORT DEARBORN: Moody's Affirms B3 CFR & Alters Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
of Fort Dearborn Holding Company, Inc. and the B3-PD probability of
default rating. Moody's also affirmed instruments ratings. The
rating outlook was revised to negative. The revision of outlook to
negative reflects weaker than expected earnings growth and
consistent negative free cash flow which resulted in elevated
leverage metrics and increasing refinancing risk.
Outlook Actions:
Issuer: Fort Dearborn Holding Company, Inc.
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Fort Dearborn Holding Company, Inc.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured Bank Credit Facility, Affirmed Caa2 (LGD5)
RATINGS RATIONALE
The B3 corporate family rating reflects small scale, below GDP
growth rates in key markets, high customer concentration and weak
credit metrics due to slower than expected earnings growth since
Fort Dearborn was acquired by an affiliate of Advent International
in 2016. The underperformance was due to necessary investments in
systems and personnel to improve operations, specifically in demand
management, and some operational challenges and demand variability.
Earnings in the last twelve months ended June 30, 2019 have been
negatively impacted by customer destocking due to a regulatory
change in labels, poor harvest and pack season and a loss of
customer. While Moody's acknowledges that operational and demand
management challenges have been resolved and the company has
generated some earnings growth, leverage remains elevated (Moody's
adjusted debt/EBITDA of 8.3 times in the twelve months ended June
30, 2019). The company generates enough cash to pay interest and
scheduled debt amortization, but free cash flow generation has been
negative in the last two years due to investment in growth capex
and debt also increased for an acquisition. The current rating and
outlook anticipate stronger growth from new business wins and
realization of operational improvement initiatives that would allow
the company to improve metrics in line with the rating. The company
has yet to demonstrate any substantive level of debt repayment
beyond meeting amortization payments while refinancing risk will
start to increase (revolver is due in 2021). The company has to
demonstrate deleveraging through earnings growth as Moody's does
not expect strong free cash flow generation due to ongoing costs
related to operational improvements and growth capex investments.
Weaknesses in Fort Dearborn credit profile include modest scale in
a fragmented labels industry with competitive pricing pressures and
high customer concentration. While Fort Dearborn benefits from its
strong market position in cut and stack labels, this segment has
low organic growth and faces substitution pressures from other
label technologies where the company has less presence. The company
has mostly been focused on operational improvements and completed
only one small acquisition since the LBO, but Moody's expects
acquisition-related event risk to increase going forward given the
company's need to demonstrate growth, slow growth rates in its key
cut and stack label markets and fragmented nature of the industry.
The company's credit profile benefits from high exposure to the
relatively-stable food and beverage markets and long-standing
relationships with well-established customers.
As a manufacturer of labels, Moody's views Fort Dearborn's exposure
to environmental risks as moderate or manageable, which could be
material to credit quality in the medium to long term. The
company's primary exposure to environmental risks is through
manufacturing labels for single use metal, glass or plastic
containers. As such, the company is exposed to increasing consumer
and regulatory concern about single-use plastic packaging, but at
the same time it can benefit from a shift to metal or glass
containers, which have higher recycling rates. The largest portion
of the company's products -- paper cut and stack labels - can be
recycled, although some of its film labels are not recyclable.
However, labels are generally disposed after use and not recycled,
which could result in some environmental damage. The company has
developed solutions that would make it easier to separate its
labels from plastic bottles and improve plastic bottle
recyclability. Over time, Moody's expects there will be an
increasing emphasis on recyclability and, potentially,
manufacturing products from more biodegradable substrates, and the
company will need to continue to focus on building quality products
and adapting to an evolving regulatory environment. The company
does not have material environmental liabilities or payments.
As a label manufacturer, the company has lower social risks related
to product safety than food or beverage product manufacturer,
although in some end markets, such as pharmaceuticals, an incorrect
label could result in high product safety risk. Fort Dearborn has
relatively low exposure to that segment, but is growing in
nutraceuticals. Regulatory-driven changes in labels, e.g.
requirements to disclose added sugar content driven by public
health concerns, could have temporary both negative and positive
impacts on demand. Risks related to labor relations are moderate as
only three of its 17 facilities have unionized labor contracts
which will have to be renewed in this year and in 2020.
Governance risks are driven by private-equity ownership. Companies
under private-equity ownership typically have higher initial debt
levels and more aggressive financial policies. Under the current
ownership, the company has completed only one small acquisition as
it has been focused on improving operations, management and systems
given the company's history of growth through acquisitions.
However, Moody's expects the company to refocus on acquisitions
going forward.
The negative rating outlook reflects weaker than expected earnings
growth and resultant credit metrics that are weak for the rating.
Given a negative credit outlook, there is no expectation of an
rating upgrade at this time. Moody's could stabilize the outlook if
the company demonstrates reduction of debt/EBITDA below 7x and
improves free cash flow generation. For an upgrade, adjusted
debt-to-EBITDA needs to decline below 5.5 times and the company
needs to established a track record of free cash flow generation
and also of debt repayment.
The rating could be downgraded if earnings growth continues to fall
short of the company's projections and expectations such that
Moody's adjusted debt/EBITDA remains above 7 times. The ratings
could also be downgraded if its liquidity deteriorates and
EBITDA/Interest falls below 1.5 times and the company does not
address its revolver maturity in a timely manner.
Fort Dearborn is expected to have adequate liquidity over the next
12-18 months. The company has no cash on hand and is projected to
generate negative free cash flow in 2019, but will have
availability under its revolver. In addition its earnings cover
interest, amortization and maintenance capex, but working capital
swings and growth capex result in negative free cash flow.
Improvement in free cash flow generation in 2020 will depend on
realizing projected earnings growth and reduction in growth capex
or expenses related to operational improvements. The company has a
$75 million five-year revolver that expires in September 2021. The
company had $23 million of borrowings and approximately $50 million
of availability under the revolver as of June 30, 2019. The term
loan amortization is 1% per year and the facility has an excess
cash flow sweep. Term loans are due in 2023 and 2024. The revolving
credit facility has a springing first lien net leverage covenant
which applies whenever the outstanding balance on the revolver is
greater than 35% of the aggregate principal amount of the revolving
commitments of all lenders. The covenant is set at 7.25 times with
no steps downs and the company has sufficient headroom under the
covenant. All assets are encumbered by the secured credit
facilities.
Fort Dearborn Holding Company, Inc., headquartered in Elk Grove
Village, Illinois, is a supplier of product labels to a wide
variety of consumer products and packaged food end markets.
Approximately 51% of the company's revenues stem from cut and stack
labels, 38% from shrink & roll-fed, and 11% from pressure sensitive
labels. Revenues for the twelve months ended June 30, 2019 were
$474 million. Fort Dearborn is a portfolio company of Advent
International and does not publicly disclose financial
information.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
FOURTEENTH AVENUE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fourteenth Avenue Cartage Company, Inc.
4401 Stecker
Dearborn, MI 48126
Business Description: Fourteenth Avenue Cartage Company, Inc. --
http://www.fourteenth.com/-- is a trucking
company in Dearborn, Michigan. It provides
intermodal, truck load, and cross-border
deliveries across Michigan, Ohio, Ontario,
Indiana, Illinois and Wisconsin. The
Company company owns and operates fleet
includes over 75 tractors and over 500
trailers, including a variety of intermodal
chassis and containers.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Case No.: 19-54128
Judge: Hon. Marci B. McIvor
Debtor's Counsel: Ryan D. Heilman, Esq.
WERNETTE HEILMAN PLLC
40900 Woodward Ave., Suite 111
Bloomfield Hills, MI 48304
Tel: (248) 835-4745
E-mail: ryan@wernetteheilman.com
- and -
Michael R. Wernette, Esq.
WERNETTE HEILMAN PLLC
24725 W. 12 Mile Rd., Suite 110
Southfield, MI 48034
Tel: (248) 703-6808
E-mail: mike@wernettepllc.com
mike@wernetteheilman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James V. Ryan, chief operating officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb19-54128_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb19-54128.pdf
FRANKLIN NYC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Franklin NYC LLC
164 East 87th Street
New York, NY 10128
Business Description: Franklin NYC LLC is a privately held company
headquartered in New York.
Chapter 11 Petition Date: October 2, 2019
Case No.: 19-13136
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Michael E. Wiles
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
E-mail: amg@robinsonbrog.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by John Yoon, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nysb19-13136_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-13136.pdf
FRESH FANATIC: Unsecureds to Recover 25% Under Liquidating Plan
---------------------------------------------------------------
Fresh Fanatic, Inc., submitted a disclosure Statement dated October
1, 2019, to accompany its Plan of Liquidation of UTBIC Liquidation
Co. pursuant to the Bankruptcy Code.
Under the Plan, each holder of an allowed general unsecured claim
will receive one or more distributions equal to its pro rata share
of all "remaining assets" after payment of Administrative Expense
Claims, Professional Fee Claims and Priority Tax Claims and
establishing the Post-Confirmation Reserve and Disputed Claims
Reserve. The Debtor estimates that holders of Allowed General
Unsecured Claims will receive a distribution of 25% on account of
those claims. The unsecured claims scheduled and filed by the
Debtor total $471,633.
On the Effective Date, the Plan Administrator shall be the
exclusive administrator of the assets of the Debtor's Estate, as
well as the representative of the Estate. The Plan Administrator
will be Andrew Goldin.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yywrwmc7 from PacerMonitor.com at no charge.
About Fresh Fanatic Inc.
Fresh Fanatic -- http://www.freshfanatic.com/-- owns an organic
market in Brooklyn, New York. The Company offers organic, all
natural and local groceries and produce, fresh meat and fish,
international cheeses and top notch deli meats. It also features
gluten-free, non-dairy, vegan, and sugar- free specialties. The
Company obtains local produce straight from the farm, including
local farms in upstate New York like Hepworth Farms and Lucky Dog
Farm. Fresh Fanatic has an organic juice and smoothies bar, an
all-natural gourmet hot food bar, fresh made soups, prepared foods,
guacamole and hummus, and fresh-baked goods as well as custom
desserts by 5-star baker Michael Allen.
Fresh Fanatic, Inc., sought Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 17-44263) on Aug. 17, 2017. In the petition signed by CEO
Andrew Goldin, the Debtor was estimated to have $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The Hon. Elizabeth S. Stong oversees the case.
Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard &
Stevens, LLP, serves as the Debtor's bankruptcy counsel. Yeskoo
Hogan & Tamlyn LLP, serves as special litigation counsel.
The major factor leading to the Debtor's bankruptcy was the alleged
conduct of the Debtor's landlord, 275 Park Associates, LLC,
inhibiting the Debtor's business growth, refusing to allow the
Debtor to make improvements to its supermarket, and frustrating its
ability to operate its supermarket.
FRIENDSWOOD: Unsecureds to Get Full Payment over 3 Months
---------------------------------------------------------
Friendswood Commercial, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas, Galveston Division, a proposed
plan of reorganization and disclosure statement.
The Debtor intends to pay all unsecured claims (Class 5) 100% of
the allowed claim as of the Effective Date within 3 months of the
closing of the sale of the real property owned by the Debtor. The
Debtor is proposing to sell the property for a gross purchase price
of $836,352, which is approximately $280,000 more than the
anticipated unsecured obligations of the Debtor.
The deadline for filing proofs of claim is Oct. 21, 2019.
The Debtor believes the Plan is feasible. The current equity
owners' interest will be terminated and the Reorganized Debtor will
be able to continue business operations while providing a payment
to unsecured creditors and addressing all secured obligations and
past-due taxes. The bid procedures proposed to ensure the highest
fair market value for the equity interests will be obtained while
avoiding a liquidation under Chapter 7, which would result in no
return to the unsecured creditors.
A full-text copy of the Disclosure Statement dated October 1, 2019,
is available at https://tinyurl.com/yxqucwcl from PacerMonitor.com
at no charge.
About Friendswood Commercial
Friendswood Commercial, LLC classified its business as single asset
real estate (as defined in 11 U.S.C. Section 101(51B)).
Friendswood Commercial sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-80177) on June 3,
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 Jeffrey P. Norman. The Debtor is
represented by Waldron & Schneider, L.L.P.
FRISELLA DESIGN: Directed to File Plan by Dec. 13
-------------------------------------------------
The Bankruptcy Court directed The Frisella Design, LLC, to file a
Plan and Disclosure Statement on or before December 13, 2019.
The Disclosure Statement will, at the minimum, contain adequate
information pertaining to the Debtor in the following areas: Pre−
and post−petition financial performance, Steps taken by the
Debtor since filing of the petition to facilitate its
reorganization, and A discussion of the Federal tax consequences as
described in section 1125(a)(1) of the Bankruptcy Code.
If the Debtor fails to file a Plan and Disclosure Statement by the
Filing Deadline, the Court must issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7 case
pursuant to section 1112(b)(1) of the Bankruptcy Code.
About Frisella Design
Frisella Design, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07729) on Aug. 15,
2019.
At the time of the filing, the Debtor had estimated assets of
between $50,001 and $100,000 and liabilities of between $100,001
and $500,000.
The case has been assigned to Judge Caryl E. Delano. The Debtor is
represented by Steven M. Fishman, PA.
GENERAC POWER: S&P Ups ICR to BB on Improved Operating Performance
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Generac Power Systems Inc. to 'BB' from 'BB-'.
Concurrently, S&P is raising its issue-level rating on the
company's senior secured debt to 'BB' from 'BB-'. Its '3' recovery
rating remains unchanged.
S&P expects Generac will sustain solid margins and maintain its
debt leverage below 3x as growth across both domestic and
international end markets remains healthy. Over the past 12 months,
the company has reduced its debt leverage as its EBITDA margin
expanded by 60 basis points (bps), reflecting a sales shift mix
toward higher-margin home standby generator sales, and repayment of
about $80 million of debt. As a result, S&P Global
Ratings-adjusted debt-to-EBITDA ratio improved to 2.0x as of June
30, 2019, from 2.4x a year earlier. Overall, the rating agency
believes the company's brand name, focus on innovation
(specifically, clean energy), strong distribution network, and
about 77% market share in the residential business will help it
sustain good margins even in years of reduced demand for standby
power generators. These factors should allow the company to
maintain leverage below 3x in favorable market conditions and up to
4x in a downturn.
The stable outlook on Generac reflects S&P's expectation for steady
operating performance over the next 12 months as end-market demand
for standby power generation products should remain generally
healthy following consistent increases in power outages across the
U.S. S&P believes the company will improve its FOCF and maintain
S&P adjusted leverage of 2x-3x in relatively favorable end market
conditions.
"We could raise our ratings on Generac if the company sustains S&P
adjusted leverage below 2x and demonstrates a commitment to
maintain this level of leverage even when incorporating potential
shareholder activity and acquisitions. We could also raise our
rating if the company diversifies its business and expands its
EBITDA base through improving profitability at the relatively low
margin international operations, thus reducing expected leverage
volatility in an economic downturn," S&P said.
"We could lower the rating if the improvement in Generac's credit
measures reverses and adjusted debt to EBITDA rises to more than 3x
on a sustained basis in normalized demand conditions," S&P said.
This could occur because of operational missteps that would result
in declining revenues and margins, or if the company makes
aggressive financial policy decisions regarding debt-funded
acquisitions or shareholder returns, according to the rating
agency.
GRANDVIEW HILLS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Grandview Hills LLC
9465 Wilshire Blvd., Suite 300
Beverly Hils, CA 90210
Business Description: Grandview Hills LLC is a privately held
company whose principal assets are located
at 1007-1009 1/2 16th Street Santa Monica,
California.
Chapter 11 Petition Date: October 3, 2019
Case No.: 19-21726
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Louis J. Esbin, Esq.
LAW OFFICES OF LOUIS J. ESBIN
27451 Tourney Road, Suite 120
Valencia, CA 91355
Tel: 661-254-5050
Fax: 661-254-5252
E-mail: Louis@Esbinlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by George I. Gabriel, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb19-21726.pdf
GRCDALLASHOMES LLC: John D. Caldwell Objects to Plan Disclosures
----------------------------------------------------------------
John D. Caldwell, a creditor, files an Objection to the final
approval of GRCDallasHomes, LLC's Disclosure Statement.
John D. Caldwell points out that the Disclosure Statement does not
provide an adequate explanation as to why the causes of action
would lose over 60% of their value in a Chapter 7 liquidation. Sec.
4.03.
John D. Caldwell asserts that the Disclosure Statement does not
contain any analysis of possible Chapter 5 claims or an explanation
of why such an analysis was not performed.
Attorney for John D. Caldwell:
Robert M. Nicoud, Jr., Esq.
Nicoud Law
10440 N. Central Expressway, Suite 800
Dallas, Texas 75231
(214) 540-7542
(214) 265-6501 fax
rmnicoud@dallas-law.com
About GRCDallasHomes LLC
GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In
the petition signed by Kazem Daneshmandi, member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer,
Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy
counsel to the Debtor. Khavari & Moghadassi, Attorneys at Law,
P.C., serves as special counsel.
GREENPOINT TACTICAL: Case Summary & Top Unsecured Creditors
-----------------------------------------------------------
Two related entities that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Greenpoint Tactical Income Fund LLC 19-29613
d/b/a Greenpoint
d/b/a Greenpoint Fund
111 E. Kilbourne Ave., Fl 28
Milwaukee, WI 53202-6633
GP Rare Earth Trading Account LLC 19-29617
111 E. Kilbourn Ave, FL 28
Milwaukee, WI 53202-6633
Business Description: Greenpoint Tactical Income Fund LLC is a
Wisconsin limited liability company with its
principal place of business in Madison,
Wisconsin. Greenpoint Tactical Income Fund
is a private investment fund.
GP Rare Earth Trading Account LLC is a
wholly owned subsidiary of Greenpoint
Tactical Income Fund. GP Rare Earth is the
entity that holds the gems and minerals.
Chapter 11 Petition Date: October 4, 2019
Court: United States Bankruptcy Court
Eastern District of Wisconsin (Milwaukee)
Judge: Hon. Michael G. Halfenger
Debtors' Counsel: Michael P. Richman, Esq.
STEINHILBER SWANSON LLP
122 W. Washington Ave., Suite 850
Madison, WI 53703
Tel: 608-709-5998
Fax: 608-630-8991
E-mail: mrichman@steinhilberswanson.com
Greenpoint Tactical's
Estimated Assets: $100 million to $500 million
Greenpoint Tactical's
Estimated Liabilities: $10 million to $50 million
GP Rare Earth's
Estimated Assets: $100 million to $500 million
GP Rare Earth's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Christopher J. Nohl, authorized
signatory.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/wieb19-29613.pdf
http://bankrupt.com/misc/wieb19-29617.pdf
A. List of Greenpoint Tactical's 10 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Chrysalis Financial LLC TBD
111 E. Kilbourn
Ave., FL 28
Milwaukee, WI
53202-6633
2. Duff & Phelps, LLC TBD
411 E. Wisconsin
Ave., Suite 1900
Milwaukee, WI 53202
3. Erick Hallic TBD
7484 Summit Ridge Road
Middleton, WI 53562
4. Greenpoint Asset TBD
Management II LLC
Lauren Kelley,
Registered Agent
22 E. Mifflin St., Suite 302
Madison, WI 53703-4243
5. Hurley Burish, S.C. TBD
33 E. Main Street, Suite 400
Madison, WI 53703
6. Husch Blackwell TBD
555 E. Wells Street,
Suite 1900
Milwaukee, WI
53202-3819
7. Jane Ewens TBD
P.O. Box 27
North Lake, WI 53064
8. Kent Loehrke TBD
N41W27660 Ishnala Trail
Pewaukee, WI 53072
9. Susan Ewans TBD
1335 Union St., Apt 10
San Francisco, CA 94109
10. Tierney Sharif TBD
225 N. Columbus
Dr., #5904
Chicago, IL 60601
List of GP Rare Earth's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Chrysalis Financial LLC TBD
111 E. Kilbourn
Ave., FL 28
Milwaukee, WI
53202-6633
2. Duff & Phelps, LLC TBD
411 E. Wisconsin
Ave., Suite 1900
Milwaukee, WI 53202
3. Erick J. Hallick Claim for TBD
7484 Summit Ridge Road Damages
Middleton, WI 53562
4. Greenpoint Asset TBD
Management II LLC
Lauren Kelley,
Registered Agent
22 E. Mifflin St., Suite 302
Madison, WI 53703-4243
5. Hurley Burish, S.C. TBD
33 E. Main Street, Suite 400
Madison, WI 53703
6. Husch Blackwell TBD
555 E. Wells Street, Suite 1900
Milwaukee, WI
53202-3819
7. Jane Ewens TBD
P.O. Box 27
North Lake, WI 53064
8. Kent Loehrke TBD
N41W27660 Ishnala Trail
Pewaukee, WI 53072
9. Susan Ewans TBD
1335 Union St., Apt 10
San Francisco, CA 94109
10. Tierney Sharif TBD
225 N. Columbus, Dr., #5904
Chicago, IL 60601
GREENSBURG CONCRETE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 2, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Greensburg Concrete Block
Company.
About Greensburg Concrete Block Co.
Greensburg Concrete Block Company, a ready mixed concrete supplier
in Greensburg, Pa., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23527) on Sept. 6,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of $1 million and $10
million. The case is assigned to Judge Thomas P. Agresti. The
Debtor is represented by Mahady & Mahady.
HI-CRUSH INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
U.S.–based hydraulic fracturing (frac) sand producer Hi-Crush
Inc. but revised the outlook to negative from positive.
S&P expects that frac sand demand will remain weak over the next 12
months, with prices down about 25% for 2019 followed by a modest
recovery in 2020. The rating agency assumes average frac sand
prices will be down to around $49 a ton for 2019 with the
possibility of an improvement of a couple dollars or so per ton in
2020. Premium Northern white sand has suffered price declines as a
result of new supply from the Permian basin, which is now the de
facto supplier in the region, displacing sand historically coming
in from other basins. S&P also expects lower hydraulic fracturing
activity, increased competition, and tighter budgets at exploration
and production (E&P) companies, which account for 65%-66% of
Hi-Crush's sales volumes. As a result, the rating agency expect
adjusted debt leverage to remain above 5x over the next 12
months."
The negative outlook reflects the risk that weak industry
conditions (weaker demand, supply rationalization) could persist
and eventually result in a deteriorating liquidity position. This
could result in an unsustainable capital structure.
"We could lower our rating on Hi-Crush over the next 12 months if
its financial commitments appear to be unsustainable in the long
term. This would be the case if EBITDA interest coverage declined
to below 1.5x. We could also lower the rating if a poor standing in
credit markets led us to believe the company would pursue a
distressed exchange or restructuring of its 2026 notes, which we
would consider a default," S&P said.
"Given our expectation for adjusted leverage to remain in the 5x-6x
range over the next 12 onths we view an upgrade as unlikely.
However, we could revise the outlook back to stable if industry
conditions improved such that adjusted debt leverage improved to
below 5x, particularly if free operating cash flow (FOCF) were
positive. This improvement could be driven by increased fracturing
activity and a reversal of current oversupply conditions such that
average selling prices exceeded our expectations," S&P said.
HOOVER GROUP: S&P Affirms CCC ICR on Refinancing Risks
------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Houston-based
chemical tank and cargo carrier provider Hoover Group Inc.,
including its 'CCC' issuer credit rating and issue-level ratings on
its first-lien debt. The recovery rating remains '3' (rounded
estimate: 65%).
S&P assigned its 'CCC' issue rating and '3' recovery rating
(rounded estimate: 65%) to the company's $25 million revolving
credit facility due 2021.
Hoover's liquidity remains weak despite the revolver extension. The
transaction extended the maturity of $25 million of revolving
facility debt by one year to January 2021, leaving only $5 million
due this January. The facility was fully drawn at close and cannot
be re-borrowed. Still, S&P forecasts the company's sources of
liquidity may not cover its uses over the next 12 months.
Specifically, S&P believes Hoover's funds from operations and
proceeds from sale/leaseback transactions will not be sufficient to
cover its liquidity uses, which include $5 million of debt maturing
in January 2020, scheduled amortization on its term loan, moderate
working capital outflows, maintenance, and long lead-time capital
expenditures. While the company's credit agreement allows it to
borrow an additional $10 million via an incremental term loan, this
financing is not committed, so S&P does not include it as a
liquidity source.
The negative rating outlook reflects the risk that S&P could lower
its rating on Hoover if it believes the likelihood of a distressed
restructuring or payment default increases over the next year.
"We could lower our ratings on Hoover if we believe a default over
the subsequent six months is highly likely. This could occur if
Hoover's end markets deteriorate, putting further pressure on the
company's operating performance or liquidity. We would also lower
our ratings if the company pursues a restructuring that we consider
distressed," S&P said.
"We could raise our ratings on Hoover if it addresses its near-term
maturities in full and on time and if we expect the company will
not face any subsequent liquidity issues over the next 12 months,"
the rating agency said.
INTERIOR COMMERCIAL: Unsecureds to Get $3K Per Month Over 84 Months
-------------------------------------------------------------------
Interior Commercial Installation filed a small business Chapter 11
plan and accompanying disclosure statement.
Class 16b General Unsecured Class are impaired. Payable in full
(100% of allowed claim) together with interest at 2.0% per annum
from the Effective Date in payments of $3,212.66/month over 84
months distributed pro-rata.
Class 1 DLI Assets Bravo, LLC, are impaired. Pay $72,370.39 in
monthly payments of $1,399.12 inclusive of interest at 6% per
annum, commencing on the 1st day of the month following the
Effective Date and continuing on the 1st day of each and every
month thereafter, for 60 months.
Class 2 Everest Business Funding are impaired. Pay $69,832.29 in
monthly payments of $1,350.05 inclusive of interest at 6% per
annum, commencing on the 1st day of the month following the
Effective Date and continuing on the 1st day of each and every
month thereafter, for 60 months.
Class 3 Forward Financing, LLC are impaired. Conditioned on proof
of valid, UCC‐1 being produced by claimant by the confirmation
date to establish perfection of its lien, pay $77,451.50 in monthly
payments of $1,461.61 inclusive of interest at 5% per annum,
commencing on the 1st day of the month following the Effective Date
and continuing on the 1st day of each and every month thereafter,
for 60 months.
Class 4 Kalamata Capital Group are impaired. Pay $97,832.13 payable
in monthly payments of $1,891.37 over 60 months together with
interest at 6% per annum from the Effective Date commencing on the
1st day of the month after the Effective Date of the Plan over a
period of 60 months.
Class 5 NextWave Enterprises are impaired. Pay $121,796.69 in
payments of $2,029.94/month for 59 months and then one final
payment of $2,030.23. Payments to commence on the month after the
Effective Date of the Plan. Such payments are in full satisfaction
of the claim.
Class 6 Vendor Financial Services (Bank of the West) are impaired.
Pay $99,339 in monthly payments of $1874.65/month together with
interest at the rate of5% per annum, commencing on the 1st day of
the month after the Effective Date , and continuing on the 1st day
of the month for each and every subsequent month, for a period of
60 months.
Class 7 Yellowstone Capital West, LLC (Fundry Capital) assigned or
sold to Max Recovery Group are impaired. Conditioned on the
production of a valid UCC‐1 by claimant before the confirmation
date to establish perfection of its lien, pay $129,106.6 in monthly
payments of $2,436.40/month together with interest at the rate of
5% per annum, commencing on the 1st day of the month after the
Effective Date , and continuing on the 1st day of the month for
each and every subsequent month, for a period of 60 months.
Class 8 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $16,536.04 in payments of $878.38/month together with
interest at 7% per annum. Monthly payments to commence on the 1st
day of the month after the Effective Date of the plan for 20
months.
Class 9 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $5,649.38 in payments of $296.23/month together with
interest at 5.49% per annum. Monthly payments to commence on the
1st day of the month after the Effective Date of the plan for 20
months.
Class 10 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $24,635.85 in payments of $1,297.37/month together with
interest at 5.99% per annum. Monthly payments to commence on the
1st day of the month after the Effective Date of the plan for 20
months.
Class 11 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $7,177.15 in payments of $377.96/month together with
interest at 5.99% per annum. Monthly payments to commence on the
1st day of the month after the Effective Date of the plan for 20
months.
Class 12 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $5,549.28 in payments of $290.99/month together with
interest at 5.49% per annum. Monthly payments to commence on the
1st day of the month after the Effective Date of the plan for 20
months.
Class 13 Ford Motor Credit Company, LLC are impaired. Pay estimated
balance of $24,033.01 in payments of $1,265.62/month together with
interest at 5.99% per annum. Monthly payments to commence on the
1st day of the month after the Effective Date of the plan for 20
months.
Class 14 Ford Motor Credit Company, LLC are impaired. Payments of
$626.35/month per Stipulation entered on April 5, 2019 as Docket
No. 94. (Contract rate 5.49%; Original Claim $17,953.53).
Approximate remaining term as of Aug. 2019 is 23 months.
Payments and distributions under the Plan will be funded by the
continued operation of the business and, though not factored into
the feasibility assessment, the repayment of the note receivable
from Jens Jensen.
A full-text copy of the Disclosure Statement dated September 27,
2019, is available at https://tinyurl.com/yyylmfgp from
PacerMonitor.com at no charge.
About Interior Commercial Installation
Interior Commercial Installation, Inc., offers commercial clients a
wide variety of countertop surfaces, all the latest trends and
traditional materials, colors, patterns, and finishes that meet
their business needs. Among the materials available are Natural
Stone, Caesarstone, Silestone, LG Hi-Macs, Icestone, Vetrazzo, LG
Viaterra, Cambria, Dekton, Lapitec, Zodiaq by Dupont, and Corian by
Dupont. The Company previously sought bankruptcy protection on Nov.
16, 2018 (Bankr. N.D. Cal. Case No. 18-42689).
Interior Commercial Installation filed a Chapter 11 petition
(Bankr. N.D. Cal. Case No. 18-42874) on Dec. 7, 2018. In the
petition signed by Jens C. Jensen, president, the Debtor disclosed
$1,944,548 in total assets and $1,408,103 in total debt. The Hon.
Charles Novack is the case judge. The Fuller Law Firm, P.C., is
serving as the Debtor's attorney, after substituting for The DebLaw
Offices of David C. Johnston.
IRIDIUM COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Iridium Communications Inc.'s B2
Corporate Family Rating, the B2-PD Probability of Default Rating
and the Caa1 Senior Unsecured rating, and assigned its wholly owned
subsidiary Iridium Satellite LLC's $1.55 billion senior secured
first lien credit facilities a B1 rating. The facilities are
expected to include a 7-year, $1.45 billion Term Loan B (due 2026)
and a 5-year, $100 million Revolving credit facility (due 2024).
Moody's upgraded the company's Speculative Grade Liquidity to
SGL-1. The outlook is stable.
Iridium is raising $1.45 billion in debt proceeds, which together
with the release of restricted cash, will be used to fully repay
the outstanding credit facility, including transaction fees and
expenses. The $100 million revolving credit will be undrawn at
close. The new credit facility will be unconditionally guaranteed
by the borrower and each of its direct and indirect subsidiaries,
and secured by a first priority interest in all assets (both
tangible and intangible, including capital stock) of the borrower
and guarantors. The facility is subject to customary terms and
conditions, including annual amortization, mandatory repayment, and
financial maintenance covenants.
Affirmations:
Issuer: Iridium Communications Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Unsecured Notes, Affirmed Caa1 (LGD6)
Upgrades:
Issuer: Iridium Communications Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Assignments:
Issuer: Iridium Satellite LLC
Gtd Senior Secured 1st lien Term Loan B, Assigned B1 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility, Assigned B1
(LGD3)
Outlook Actions:
Issuer: Iridium Communications Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Iridium's B2 rating is constrained by its small scale, high
leverage, and improving but still weak free cash flow. The
Company's revenues were $546 million (through the Last Twelve
Months ended June 2019, LTM), lower than its higher rated peers.
Additionally, while leverage is projected to improve substantially
with the majority of cash flows used to repay debt over the next
12-18 months, the ratio is currently very high at approximately
7.0x (Moody's adjusted, LTM), excluding any debt that may be held
by the Aireon JV which, although contractually non-recourse to
Iridium, is a factor Moody's considers in our leverage tolerance.
Free cash flows will improve significantly, turning positive over
the next 12-18 months, with normalized capital spending falling
below 10% of revenues, following many years of extraordinary
spending to deploy its next generation satellite constellation. The
rating is supported by its established market position with high
barriers to entry in the mobile satellite market, which requires
expensive networks and licensed spectrum to compete. Iridium
licenses L-band spectrum and owns a newly deployed $3 billion
next-generation low earth orbit (LEO) satellite constellation
(Iridium NEXT) with enhanced mobile and fixed voice and data
capabilities. It has a good business model, generating EBITDA
margins near 50%, with a high percentage of contractual and
recurring revenues from an installed base of more than 1.1 million
communication devices (subscribers) used in niche and critical
military and commercial applications including aviation, maritime,
and transportation end markets among many others. It has a large
and diverse set of commercial customers, as well as a large
fixed-price contract with the US government and sells its products
through a large partner network including hundreds of service
providers, value-added resellers and manufacturers. Demand for its
services is growing as the market and application for the Internet
of Things, and dependence on its satellite coverage grows.
The telecommunication sector is exposed to moderate social risks,
with particularly high exposure to risk in demographic and societal
trends. Specific to Iridium, the collection, storage, transmission,
use and disclosure of user data and personal information could give
rise to liabilities or additional costs as a result of laws,
governmental regulations, and evolving views of personal privacy
rights and information security standards. With regard to
governance, Moody's expects Iridium to have financial policies
(including risk and liquidity management) that balance the
interests of shareholders over creditors; but currently lenders are
at high risk with high leverage.
The stable outlook reflects our expectation that revenues will
approach $570 million over the next 12-18 months, generating EBITDA
near $285 million on margins close to 50%. Free cash flows will
turn positive, rising to over $110 million, with capex falling
under 10% of revenue by 2020. Moody's expects the company to use
the majority of free cash flow to repay debt, and Moody's does not
expect shareholder distributions (e.g. dividends or share
repurchase). Moody's projects leverage to improve, falling to near
6.0x by the end of 2020 (on Moody's adjusted debt of about $1.7
billion), driven by EBITDA growth and debt repayment. Our outlook
assumes the Company maintains good liquidity, and there are no
material changes in its go-to-market strategy, scale or diversity,
market or financial position, financial policies, capital
structure, operating performance, or liquidity.
Moody's would consider a positive rating action if free cash flow
to debt (Moody's adjusted) was sustained above 7.5%, and
debt/EBITDA (Moody's adjusted) was sustained below 5x. A positive
rating action would also be considered if there were no changes, or
was material improvement in liquidity, its go-to-market strategy,
scale or diversity, market or financial position, financial
policies, capital structure, operating performance, or liquidity.
Moody's would consider a negative rating action if free cash flow
to debt (Moody's adjusted) was sustained below 2.5%, or debt /
EBITDA (Moody's adjusted) was sustained above 6.0x. A negative
rating action would also be considered if there was an unfavorable
change in liquidity, its go-to-market strategy, scale or diversity,
market or financial position, financial policies, capital
structure, operating performance, or liquidity.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
With headquarters in McLean, Virginia, Iridium Communications Inc.
is a provider of missioncritical and highly-reliable voice and data
communications services to commercial and government customers.
Coverage is global, connecting people, organizations and assets
over land and sea in maritime, aviation, and other vertical markets
using its L-band satellite network. The Company generated $546
million in revenue in the LTM period.
IRIDIUM COMMUNICATIONS: S&P Raises ICR to B on DoD Contract Award
-----------------------------------------------------------------
S&P Global Ratings raised all ratings on McLean, Vir.-based
commercial and government data services provider Iridium
Communications Inc. by one notch, including its issuer credit
rating, to 'B' from 'B-', after the company was awarded a $738
million, seven-year contract with the United States Department of
Defense (DoD). The rating agency believes leverage will remain less
than 6.5x for the foreseeable future.
Iridium seeks to raise a new secured credit facility in order to
refinance its existing export credit facility and provide the
company with greater financial flexibility. S&P is assigning a 'B+'
issue level rating and '2' recovery rating to the new facility.
The upgrade reflects S&P's increased confidence that Iridium
Communications will sustain leverage below the rating agency's
previous upgrade threshold of 6.5x. S&P's confidence is based on
the company's recent $738.5 million, seven-year contract award. S&P
views the contract favorably, as it provides a predictable revenue
stream at higher rates than the previous contract. While the
government can terminate a contract at any time, S&P views this as
highly unlikely given the critical nature of the secure
communications Iridium provides.
The positive outlook incorporates forecast EBITDA growth,
significantly higher FOCF, and increased transparency around
management's long-term leverage target, which should enable
meaningful deleveraging over the next several years.
"We could raise our rating on Iridium if it reduces its leverage to
less than 5x, which we believe could occur in 2020. In order to
achieve that level of leverage, the company would likely decrease
its debt by using its cash balances and FOCF to repay a significant
portion of the 2023 notes once they become callable next year,
through additional debt repayment from FOCF, and by growing its
EBITDA on future incremental service revenue from product sales,"
S&P said.
"We could revise the outlook to stable if the company engages in
share repurchases or dividends such that we believe debt to EBITDA
will exceed 5x over the next year. This could also occur if the
company experiences significant revenue contraction from a slowdown
in demand for satellite phone calls from the oil and gas industry,
combined with an inability to capture new maritime business from
Inmarsat," the rating agency said.
J WICK PRODUCTIONS: M. Singer to Get $1.5MM in 2 Installments
-------------------------------------------------------------
The MJW Films, LLC, proposes a First Amended Disclosure Statement
in Support of the Plan of Reorganization.
Class 4 - Disputed Secured Claim to Estate Property of Michael
Singer are impaired. If Class 4 votes to accept this Plan, the
Debtor will agree to a compromise of the dispute, to allow in full
and complete satisfaction of any interest Mr. Singer has in the
Interpled funds, and any claim against the Debtor and property of
the estate. Mr. Singer will be paid $1,500,000 in two installments:
(1) the first installment of $750,000 on the earlier of: (a) the
Effective Date or (b) approval of a settlement with Mr. Singer, and
(2) a second installment of $750,000 upon financing of the
receivables of the Debtor, not later than the one-year anniversary
of the Effective Date. Upon payment of the second installment, any
payments to this class made pursuant to Court Order will be charged
to the capital account of MJW Films pursuant to the Operating
Agreement of the Debtor.
Class 3 - General Unsecured Claims are impaired. Allowed unsecured
claims will be paid in full in two distributions. The first
distribution will be made on the Effective Date on a pro rata basis
to allow unsecured creditors in such amounts as allowed by
remaining funds after reserves, and payment of Class 1 and Class 2
claims (it is anticipated that this amount will be approximately
$1,125,793.28). The second distribution within one year of the
Effective Date, these claims shall accrue interest at the prime
rate as of the Effective Date.
Class 5 - Disputed Secured Claims are impaired. These claims shall
only receive a distribution through distributions of the Debtor’s
Equity interest through their claim against MJW Films after claims
are allowed and prioritized in the MJW Films’ bankruptcy case or
their state law claims as of the Petition Date. To the extent any
payment is made on any Class 5 claim pursuant to Court Order it
will be charged to the capital account of MJW Films pursuant to the
Operating Agreement of the Debtor.
There are or will be within one year of the Effective Date, the
Debtor approximates $3,819,000.00 - $4,396,000.002 in funds derived
from movie royalties available for the funding of this Plan,
depending on the release of the reserve fund for Chinese
Distribution Issues.
A full-text copy of the First Amended Disclosure Statement dated
September 27, 2019, is available at https://tinyurl.com/yy8qqdha
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Frederick J. Petersen, Esq.
Isaac D. Rothschild, Esq.
MESCH CLARK ROTHSCHILD
259 North Meyer Avenue
Tucson, Arizona 85701
Phone: (520) 624-8886
Fax: (520) 798-1037
Email: fpetersen@mcrazlaw.com
irothschild@mcrazlaw.com
About MJW Films and JW Films
MJW Films, LLC and J Wick Productions, LLC are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the
petitions signed by John Glassgow, designated representative, the
Debtors estimated $1 million to $10 million in both assets and
liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C.,
represents the Debtors.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
JERRY TORRES: Gets Final Nod to Use Pender Cash Collateral
----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas has entered a final order authorizing Jerry
Torres Properties, LLC, to use Pender Capital Asset Based Lending
Fund I, LP's cash collateral to pay permitted expenses in the
amount, for the purposes and in the time period described in the
Budget.
The Debtor is permitted to use (a) all funds held by the Debtor on
the Petition Date; and (b) all receipts, receivables and
collections received or to be received on or after the Petition
Date from the use of the prepetition collateral, solely pursuant to
the Budget. The Debtor, however, is required to account to Pender
for all such receipts.
The Debtor may use Pender's cash collateral until the occurrence of
the earliest of:
(a) notice of the Debtor's violation of the Final Order;
(b) the effective date of a confirmed Chapter 11 plan, or the
conversion of the Debtor's case to a case under Chapter 7 of the
Bankruptcy Code, or the appointment of a trustee or an examiner in
the Debtor's case; or
(c) the earlier of the closing of the Debtor's sale of all or
substantial part of its assets, or Oct. 21, 2019, unless extended
by a Court order or a stipulation between the Debtor and Pender
filed with the Court.
Prepetition, to secure repayment of a Promissory Note in the
original principal amount of $2.1 million, the Debtor granted
Pender Capital Asset Based Lending Fund I, LP and Pender West
Credit 1 REIT, LLC first and prior lien and security interest in
substantially all assets of the Debtor including, but not limited
to the Debtor's real property, accounts, accounts receivable, and
rents, as well as the proceeds thereof.
Pender has agreed to the Debtor's use of cash collateral based on
the Debtor's agreement to make an adequate protection payment of
$12,000 to Pender on or before Oct. 11, as well as the agreements
reached at the auction of the Debtor's assets, including but not
limited to the sale ot Debtor's assets to Braun Enterprises on
following terms:
(a) Cash consideration from Buyer of $2,556,000.
(b) Cash consideration will be allocated as follows:
* Payment of 2018 real estate taxes in the amount of
$76,571;
* Payment of broker's fee of $95,000;
* Balance of the proceeds in the amount of $2,384,429, less
any fees due and payable to the U.S. Trustee, will be paid to
Pender at closing.
(c) Buyer assumes 2019 real estate taxes.
(d) No lease assumption or amendments required.
(e) Closing on Oct. 21, 2019 or 30 days after entry of the order
approving sale.
The Debtor is also required to maintain all DIP accounts with
Broadway Bank or a financial institution acceptable to Pender and
approved by the U.S. Trustee. Pender is granted a replacement lien
and security interest on all deposit accounts and monies deposited
therein to secure the Debtor's adequate protection obligations.
The Debtor will deposit in the DIP accounts with Broadway Bank any
cash received relating to Pender's collateral.
In a separate order, the Court authorized Pender to post its
collateral for foreclosure in November 2019.
About Jerry Torres Properties
Jerry Torres Properties, LLC, is a privately held company in San
Antonio, Texas that operates in the restaurants industry.
Jerry Torres Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-51375) on June 4,
2019. In the petition signed by its manager, Rejinaldo Torres, the
Debtor was estimated to have assets and liabilities of less than
$10 million. Judge Ronald B. King oversees the case. Steven G.
Cennamo of Malaise Law Firm is the Debtor's counsel.
Porter Hedges LLP serves as counsel to lenders Pender Capital Asset
Based Lending Fund I, LP
and Pender West Credit 1 REIT, LLC.
JETSTREAM AVIATION: Wells Fargo to Get 60 $1K Monthly Payments
--------------------------------------------------------------
Jetstream Aviation, Inc., submits its First Amended Plan.
CLASS 5: Consists of the allowed secured claim of Wells Fargo Bank
in the secured amount of $56,906.01. This claim is secured by
Debtor’s property. This loan shall be modified as follows: a)
interest rate 4%; b) 5 year amortization; c) For the first 60
months following confirmation, equal monthly installments in the
amount of $1,048.01 paid on or before the last day of each month;
d) This claim may be pre-paid at any time without penalty.
Class 8: Consists of all allowed unsecured claims, without
exception. The total amount of all outstanding unsecured claims is
$941,754.16. The unsecured claims shall be paid 20% of their
outstanding interests which amounts to $188,350.83. The payments
shall be as follows: a) Claims paid without interest; b) $94,175.42
shall be paid within 30 days of entry of the confirmation order; c)
For the first 12 months following confirmation, equal monthly
installments in the amount of $7,847.95. paid on or before the last
day of each month; d) This claim may be pre-paid at any time
without penalty.
CLASS 2: CLASS 2: Consists of all allowed claims having priority by
reason of the provision of 11 U.S.C. §507(a)(2), 507(a)(4) through
§507(a)(7) of the Bankruptcy Code. Philips 66 Company has a
priority claim in the amount of $3,475.38. This class shall be paid
upon confirmation.
CLASS 3: Consists of 11 U.S.C. §507(a)(8) creditors, governmental
units for taxes or duties. There are secured claims of the IRS, but
not any priority unsecured claims of governmental units. Debtor
shall timely file and pay all post-confirmation returns and taxes,
including federal tax deposits and employment returns. These
creditors shall retain all administrative and other remedies
available to them. The IRS shall also be entitled to its statutory
default language.
CLASS 4: Consists of the allowed secured claim of The Internal
Revenue Service in the secured amount of $8,237.33. The claim is
secured by Debtors accounts. This claim shall be paid as follows:
a) interest rate 4%; b) 12 month amortization; c) For the first 12
months following confirmation, equal monthly installments in the
amount of $701.4 paid on or before the last day of each month; d)
This claim may be pre-paid at any time without penalty.
CLASS 6: Consists of the allowed secured claim of AFK Inc. d/b/a/
Fundkite in the secured amount of $128,000. The claim is secured by
Debtors accounts. This claim is partially unsecured in the amount
of $41,583.17. The remaining $86,416.83 shall be paid as follows:
This loan shall be modified as follows: a) interest rate 4%; b) 5
year amortization; c) For the first 60 months following
confirmation, equal monthly installments in the amount of $2,015.39
paid on or before the last day of each month; d) This claim may be
pre-paid at any time without penalty.
CLASS 7: Consists of the allowed secured claim of BFS in the
secured amount of $22,000.00 The claim is secured by Debtors
accounts. This claim shall be paid as follows: This loan shall be
modified as follows: a) interest rate 4%; b) 5 year amortization;
c) For the first 60 months following confirmation, equal monthly
installments in the amount of $405.16 paid on or before the last
day of each month; d) This claim may be pre-paid at any time
without penalty.
Equity Interest. Tim Griffin shall retain 100% of his interest in
Jetstream Aviation Inc..
Funds necessary for the satisfaction for creditors’ claims shall
be generated from the ongoing operations of Jetstream Aviation.
A full-text copy of the First Amended Plan dated September 27,
2019, is available at https://tinyurl.com/y2ph9kuu from
PacerMonitor.com at no charge.
Attorney for Debtor:
Patrick J. Geile, Esq.
FOLEY FREEMAN, PLLC
953 S. Industry Way
Meridian, Idaho 83680
Phone: (208) 888-9111
Fax: (208) 888-5130
Email: pgeile@foleyfreeman.com
About Jetstream Aviation
Jetstream Aviation, Inc.'s principle business operation is
maintenance and staffing of private jets on two locations, one in
Boise and one in Seattle. Jetstream filed a Chapter 11 petition
(Bankr. D. Idaho Case No. 18-01346) on Oct. 12, 2018. The petition
was signed by Timothy W. Griffin, president. Foley Freeman, PLLC,
led by Patrick J. Geile, serves as counsel to the Debtor.
JIB QSR OKLAHOMA: Judge Issues Final Cash Collateral Order
----------------------------------------------------------
Judge Janice D. Loyd of the U.S. Bankruptcy Court for the Western
District of Oklahoma has issued a final order authorizing JIB QSR
Oklahoma, LLC, to use the cash collateral consistent with the
Budget.
As of the Petition Date, the current, aggregate indebtedness of
Debtor to Pacific Premier Bank totaled approximately $1,858,384,
pursuant to that certain Equipment Loan and Security Agreement. The
Loan Agreement purports to grant PPB a security interest in all
assets of the Debtor whether now owned or hereafter acquired.
The Debtor is authorized to use cash collateral on a final basis,
subject to the following terms and conditions:
(A) PPB will continue to receive its contract payments on a
current basis, and will continue its claimed first priority
security interest in the assets described in its Loan Agreement
with the Debtor, with replacement liens, as applicable;
(B) The Debtor is authorized to use Cash Collateral for
general corporate purposes consistent with the Budget and to pay
those amounts listed on its Budget for the purposes described
therein until the earlier of (i) the occurrence of a default or
breach of the terms and conditions of the Final Order, or (ii)
further order of thr Court. The Debtor may exceed any single line
expense item for the Budget by not more than 10% variance;
(C) The Debtor will use Cash Collateral solely in accordance
with the Budget and the terms of the Final Order. The Debtor will
make no withdrawals or distributions from its bank accounts except
as specifically authorized by the terms of the Final Order and the
Budget, unless approved by the Court after notice and an
opportunity for hearing;
(D) From and after the Petition Date, the Debtor will
cooperate and comply with any reasonable request by PPB to monitor
its compliance with the terms of the Final Order;
(E) PPB is granted a post-petition lien on all of Debtor's
assets as security for the use of PPB's cash collateral and to
provide PPB with adequate protection with respect to any decrease
in the value of its interest in the Collateral (including Cash
Collateral).
In addition, the Court approves the Debtor's request for an
administrative Carve-out not to exceed $125,000 for professional
persons or firms retained by Debtor or any statutory committee
appointed in this case.
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 a 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 was estimated to have $1
million to $10 million in both assets and liabilities. David B.
Sisson, Esq., at the Law Offices of B. David Sisson, is the
Debtor's counsel.
JOY ENTERPRISES: Bankr. Administrator Has Issues With Plan, DS
--------------------------------------------------------------
Britt B. Griggs, attorney for the Bankruptcy Administrator, asserts
that Disclosure Statement and Plan of Reorganization filed by Joy
Enterprises dated Sept. 26, 2019, appears to be deficient and may
not provide creditors with sufficient information to make an
informed decision regarding the Plan.
According to the Bankruptcy Administrator, the Disclosure Statement
does not provide:
(A) the source of information regarding the debtor’s valuation
of assets;
(B) information regarding the anticipated future of the company
or future management of the company;
(C) an adequate liquidation analysis, other than to state that
all assets are encumbered and there is no likelihood of equity
available to make a distribution to unsecured creditors;
(D) an estimate of administrative expenses;
(E) any projections relevant to the decision to accept or reject
the Plan.
As to the feasibility of the proposed plan, a confirmation
requirement in 11 U.S.C. section 1129(a)(11), the Plan will be
funded by the operating revenues of the Debtor. However, the
debtor does not have sufficient income to be able to fund the Plan
as stated in their monthly financial reports filed with the Court.
About Joy Enterprises Inc.
Joy Enterprises Inc., a domestic corporation that operates Subway
restaurants in Alabama, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-10092) on Jan. 17,
2019. At the time of the filing, the Debtor disclosed $384,617 in
assets and $4,684,019 in liabilities. The case has been assigned
to Judge William R. Sawyer. Collier H. Espy, Jr., Esq., at Espy,
Metcalf & Espy, P.C., is the Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
KETAB CORPORATION: Case Summary & 18 Unsecured Creditors
--------------------------------------------------------
Debtor: Ketab Corporation
dba Ketab Corp.
12701 Van Nuys Blvd., Unit H
Pacoima, CA 91331
Business Description: Ketab Corp -- http://www.ketab.com/--
is a book store in Los Angeles, California
offering a selection of Persian, Farsi &
Iranian books, music & movies.
Chapter 11 Petition Date: October 2, 2019
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Case No.: 19-12500
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Matthew D. Resnik, Esq.
RESNIK HAYES MORADI, LLP
510 West 6th Street, Suite 1220
Los Angeles, CA 90014
Tel: (213) 572-0800
Fax: (213) 572-0860
E-mail: matt@rhmfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bijan Khalili, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb19-12500.pdf
LAZER CONSTRUCTION: Agreed Final Cash Collateral Order Approved
---------------------------------------------------------------
Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the
Southern District of Texas inked his approval to an agreed final
order authorizing Lazer Construction Company, Inc.'s use of cash
collateral as set forth in the Budget.
The Debtor's right to use Cash Collateral will expire upon the
earlier of: (a) the occurrence of an uncured or incurable
Termination Event that is not otherwise timely cured by the Debtor
or waived in writing by Wells Fargo; or, (b) 11:59 p.m. (Central
Time) on Jan. 1, 2020.
The Debtor was indebted to Wells Fargo Bank, National Association
in an estimated aggregate liquidated amount of not less than
$748,571 under a prepetition credit facility. The prepetition
facility obligations secured by instruments, assignments, and
certificates, pursuant to which the Debtor granted Wells Fargo
first-priority, properly perfected senior liens and security
interests upon and in all its accounts and receivables, contract
rights, chattel paper, general intangibles, and other rights to
payment, including proceeds therefrom.
As partial adequate protection and in the same priority and to the
same extent and validity as existed prepetition, Wells Fargo is
granted: (a) automatic perfected replacement liens on all Accounts
now owned or hereafter acquired by the Debtor; and, (b)
superpriority administrative claims, subordinate only to quarterly
fees due to the U.S. Trustee. The Replacement Liens, however, will
not attach to any Chapter 5 causes of action under the Bankruptcy
Code. The Replacement Liens and the Superpriority Claims are
granted solely to the extent that the Debtor's use of Cash
Collateral results in a diminution in value of the Prepetition
Facility Collateral securing the Prepetition Facility Obligations.
In addition, the Debtor will make monthly payments to Wells Fargo
of $10,000, which payment will be due and payable on the 15th day
of every month.
About Lazer Construction Company
Lazer Construction Company Inc. is a general contractor providing
construction services, specializing in industrial and commercial
projects.
Lazer Construction Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33495) on June
24, 2019. At the time of the filing, the Debtor disclosed
$8,334,551 in assets and $9,350,803 in liabilities.
The case is assigned to Judge Jeffrey P. Norman. Waldron &
Schneider, L.L.P. is the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
LIVE NATION: S&P Rates New Senior Secured Credit Facilities 'BB'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to Beverly Hills, Calif.-based Live Nation
Entertainment Inc.'s proposed $1.85 billion senior secured credit
facility. The secured credit facility consists of a new $500
million revolver due 2024, a $400 million delayed draw term loan A
due 2024, and a $950 million term loan B due 2026. The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; rounded estimate: 80%) of principal in the event of a
payment default. S&P also assigned a 'B+' issue-level rating and
'5' recovery rating to Live Nation's proposed $950 million
unsecured notes due 2027. The '5' recovery rating indicates S&P's
expectation for modest recovery (10%-30%; rounded estimate: 15%) of
principal in the event of a payment default."
The company will use the proceeds from the debt issuance to
refinance its credit facilities, redeem all of its 5.375% senior
unsecured notes due 2022, and to pay related fees and expenses, and
for general corporate purposes, including acquisitions. In
particular, earlier this year Live Nation announced a 51%
controlling interest in OCESA Entertenimiento, a leading promoter
in Mexico and Colombia with more than 37 million ticket sales and
3,100 events annually. This acquisition should establish Live
Nation as a leader in Latin American live events market. S&P
expects the deal to close in the fourth quarter of 2019 or the
first quarter of 2020 pending customary regulatory approvals.
S&P's 'BB-' issuer credit rating on Live Nation incorporates the
company's strong competitive position in the live entertainment
industry and its leading market share in event ticketing (through
its subsidiary Ticketmaster). The rating also reflects S&P's
expectation for continued growth in Live Nation's high-margin
sponsorship and advertising (both traditional and digital/mobile)
businesses and the company's monetization of its music-related
original content.
The company's adjusted leverage was 4.2x as of June 30, 2019. Pro
forma for the transaction, including S&P's standard adjustments,
the rating agency expects that adjusted leverage will be 4.5x by
the end of 2020. S&P's adjusted leverage calculation includes
netting about 85% of cash as most of the company's cash is held on
behalf of third parties for concert events and ticketing. Although
Live Nation's working capital needs may be volatile because of the
growth in concerts and festivals and the timing differences between
payments and receipts, S&P believes that Ticketmaster's steady
performance will keep overall discretionary cash flow stable. S&P
continues to expect Live Nation's adjusted free operating cash flow
to debt (excluding one-time nonrecurring costs) to remain around
8%-10% over the next 12-18 months.
LODAN 23 LLC: Unsecureds to Get $274 Per Month for 36 Months
------------------------------------------------------------
LODAN 23 LLC filed a Chapter 11 plan and accompanying disclosure
statement.
Class 4 - General Unsecured Creditors. All unsecured claims allowed
are impaired. IRS Claim 1 $6114.68. Benjamin Hassoun $3750.
$9864.68. Paid in 36 equal monthly instalment months $274.01
month.
Class 2 - Secured Claim Mirador 1035 Condo Assoc are impaired.
Assessment $20,000. Retains Lien, $20,000 paid as agreed with
condo.
Class 5 - Equity Security Holders of the Debtor are impaired.
Equity Holders will keep memberships for new value paid in this
case.
Payments and distributions under the Plan will be funded by the
following: Laurnt Benzaquen and affiliates and rent income.
A full-text copy of the Disclosure Statement dated September 28,
2019, is available at https://tinyurl.com/y2b3xohc from
PacerMonitor.com at no charge.
About Lodan 23 LLC
Lodan 23 LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
19-10167), on Jan. 6, 2019. The petition was signed by Laurent
Benzaquen, manager of JJLB Property Management LLC. At the time of
filing, the Debtor had estimated assets of less than $1 million and
liabilities of less than $1 million. The case has been assigned to
Judge A Jay Cristol. The Debtor is represented by Joel M. Aresty,
P.A.
The Office of the U.S. Trustee on July 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Debtor's case.
M.D. MILLER: Unsecureds to Get Monthly Payments of $1K in 60 Months
-------------------------------------------------------------------
M.D. Miller Trucking & Topsoil, Inc., files an Amended Disclosure
Statement.
Class 5 General Unsecured Class are impaired. Monthly payments of
$1,313.19. Payments Begin in Month 1. Payments End on Month 1.
Monthly payments of $183.33. Payments Begin in Month 2. Payments
End on Month 60.
Class 2 Secured claim of BMO Harris Bank N.A. are impaired. Monthly
payments of $11,236.62. Payments begin in Month 1. Payments end on
Month 60. If the Debtor is in default of its obligation to this
creditor under the Plan and that default continues for five
business days, the Debtor consents to the immediate recovery of the
collateral and the Debtor will cooperate with the creditor's
efforts to recover the same.
Class 3 Claim 21 Secured claim of TCF Equipment are impaired.
Monthly payment of $0. Payments begin in Month 1. Payments end on
Month 60. This creditor obtained relief from the automatic stay and
will repossess the collateral which should fully satisfy the debt
owed to the Secured Creditor. If any balance remains it will be
treated as a Class 5 general unsecured claim. The Debtor shall
receive a discharge from this Class upon confirmation of the Plan.
Class 3 Claim 22 Secured claim of TCF Equipment are impaired.
Monthly payment of $0. Payments begin in Month 1. Payments end on
Month 60. This creditor obtained relief from the automatic stay and
will repossess the collateral which should fully satisfy the debt
owed to the Secured Creditor. If any balance remains it will be
treated as a Class 5 general unsecured claim. The Debtor shall
receive a discharge from this Class upon confirmation of the Plan.
Class 4 Secured claim of US Bank are impaired. Monthly payments of
$130.25. Payments begin in Month 1. Payments end on Month 60.
The Debtor will fund the Plan by using its surplus monthly cash
flow. It is important to note that in many months the Debtor will
have surplus cash flow beyond what it needs to make the Plan
payments; that extra surplus will be placed into a separate bank
account and saved.
A full-text copy of the Amended Disclosure Statement dated
September 27, 2019, is available at https://tinyurl.com/yxc8y826
from PacerMonitor.com at no charge.
Counsel for the Debtor:
Ben Schneider, Esq.
8424 Skokie Blvd., Suite 200
Skokie, IL 60077
847-933-0300
ben@windycitylawgroup.com
About M. D. Miller Trucking & Topsoil
M. D. Miller Trucking & Topsoil, Inc., is a privately-held trucking
company in Plainfield, Illinois. M. D. Miller Trucking & Topsoil
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 18-30959) on Nov. 2, 2018. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The case has been
assigned to Judge Jack B. Schmetterer. Schneider & Stone is the
Debtor's legal counsel.
MORSE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Morse Properties LLC 19-13874
2392 Morse Avenue
Irvine, CA 92614
4627 Camden LLC 19-13875
2392 Morse Ave
Irvine, CA 92614
Business Description: Morse Properties and 4627 Camden are
operators of nonresidential buildings.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Erithe A. Smith
Debtors' Counsel: Paul J. Couchot, Esq.
COUCHOT LAW, LLP
120 Newport Center Dr.
Newport Beach, CA 92660
Tel: 949-633-9939
E-mail: pcouchot@couchotlaw.com
Morse Properties'
Estimated Assets: $1 million to $10 million
Morse Properties'
Estimated Liabilities: $1 million to $10 million
4627 Camden's
Estimated Assets: $10 million to $50 million
4627 Camden's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Bruce Elieff, managing member &
owner.
Supplement to Debtors' 20 Largest Unsecured Creditors
Morse Properties, LLC and 4627 Camden, LLC have been determined to
be the alter ego of related Debtor, Bruce, Elieff, in the state
court action, Case No. 30-2007-00100307. Based on the state
court's determination, the 20 largest creditors of Mr. Elieff's
bankruptcy estate are listed as possible creditors of Morse
Properties and 4627 Camden.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/cacb19-13874.pdf
http://bankrupt.com/misc/cacb19-13875.pdf
MOUNTAIN INVESTMENTS: Unsecureds to Get 3.9% in 5 Years
-------------------------------------------------------
Mountain Investments, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a fourth amended disclosure
statement explaining its plan of reorganization dated Sept. 26,
2019.
General unsecured creditors will receive a distribution of
approximately 3.9% of their allowed claims, to be distributed as
follows: $38,640 in month 60.
The Plan proposes to pay off secured claims of Bank of America and
Specialized Loan Servicing, LLC, in installments, in 360 monthly
payments, ending in 2049.
The Plan proposes to pay creditors of Mountain Investments from
future rental income.
A full-text copy of the disclosure statement dated September 26,
2019, is available at https://tinyurl.com/yyrbj5v7 from
PacerMonitor.com at no charge.
About Mountain Investments
Mountain Investments, LLC, is a limited liability company formed in
2008 by Michael and Brenda Noble. The Nobles purchased 7 rental
properties in the Gulfport area of Mississippi after Hurricane
Katrina devastated Mississippi and Louisiana in 2005. The Nobles
intended to rehabilitate the properties to provide affordable
housing for local residents.
Property values in and around Gulfport declined precipitously
beginning in 2008 and have yet to recover. The rents generated by
the properties were insufficient to pay the amounts due for each
note secured by the properties. The divorce settlement required
Mr. Noble to transfer the properties to Mountain Investments, LLC,
and to indemnify and hold harmless Brenda Noble for any liability
on the notes secured by the properties.
In order to enjoin the pending foreclosures and reorganize, Mr.
Noble authorized Mountain Investments to seek bankruptcy
protection.
Mountain Investments, LLC, f/d/b/a WIS Holdings, LLC, f/d/b/a
Wealth Investment Solutions, LLC, sought Chapter 11 protection
(Bankr. N.D. Cal. Case No. 16-50906) on March 28, 2016.
In the petition signed by Michael T. Noble, managing member, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The case is assigned to Judge Stephen L.
Johnson. The Debtor is represented by Ralph P. Guenther, Esq., at
Dougherty & Guenther, APC.
MS SUPPLY & HOME: 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
MS Supply & Home Health Co., according to court dockets.
About MS Supply & Home
MS Supply & Home Health Co. is a provider of home health care
services. The Company offers mobility aids, ambulation aids,
sickroom setup, and disposable supplies.
The Company filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08345) in Tampa,
Fla., on Aug. 30, 2019. In the petition signed by Magdalena
Santos, vice president, the Debtor was estimated to have assets of
no more than $50,000, and liabilities at $1 million to $10 million
as of the bankruptcy filing. The Debtor's counsel is Jennis Law
Firm.
MYLABDFW LLC: Permitted to Use Origin Bank Cash Collateral
----------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized MyLabDFW, LLC to use Origin Bank's
cash collateral in accord with the budget, subject to a 10%
variance.
Origin Bank is granted a replacement security liens on and
replacement liens on all of the Debtor's equipment and accounts
whether such property was acquired before or after the Petition
Date, but only to the extent of any diminution in value of Origin
Bank's interest in the cash collateral due to the Debtor's use of
cash collateral. The replacement liens will be equal to the
aggregate diminution in value of the collateral, if any, that
occurs from and after the Petition Date, and will be of the same
validity and priority as the liens of Origin Bank on the
collateral. Such replacement liens, however, are exclusive of any
avoidance actions available to the Debtor's bankruptcy estate,
including the proceeds thereof.
About MyLabDFW
and Integrated Lab Solutions
MyLabDFW, LLC, owner of medical laboratory testing facilities, and
its affiliate Integrated Lab Solutions, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case
No. 19-42920) on July 18, 2019.
At the time of the filing, MyLabDFW reported zero assets and
liabilities of $2,240,548. Integrated Lab Solutions estimated
assets of less than $50,000 and liabilities of less than $100,000.
DeMarco Mitchell, PLLC, is the Debtors' counsel.
N & N ELECTRIC: Court Confirms Reorganization Plan
--------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has confirmed N & N Electric,
Inc.'s Chapter 11 plan of reorganization.
A hearing on the Disclosure Statement and Plan was held on Oct. 1,
2019.
"The Plan complies with the provisions of Chapter 11 of the
Bankruptcy Code, including, but not limited to the confirmation
requirements of Section 1129(a), except Section 1129(a)(8), as
every impaired class has not accepted the Plan," the judge ruled.
"The Plan does not discriminate unfairly, and is fair and
equitable, with respect to each of the impaired classes that have
not accepted the Plan. The requirements of Section 1129(b) are,
therefore, satisfied."
A copy of the Plan Confirmation Order and Confirmed Plan from
PacerMonitor.com is available at https://tinyurl.com/y5brg5od
About N & N Electric
Based in Selma, North Carolina, N & N Electric, Inc., which
provides electrical contracting for commercial clients, shopping
centers, office buildings, etc., filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 19-01881) on April 25, 2019. At
the time of filing, the Debtor was estimated to have assets and
liabilities of $1 million to $10 million. The case is assigned to
Hon. Joseph N. Callaway. The Debtor's counsel is Jason L. Hendren,
Esq., and Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone,
PLLC, in Raleigh, North Carolina.
NATIONAL CINEMEDIA: S&P Rates New $400MM Senior Secured Notes 'B+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to the proposed $400 million senior secured notes
due 2028 issued by Centennial, Colo.-based in-theater advertiser
National CineMedia LLC (NCM). The recovery rating indicates S&P's
expectation of meaningful (50%-70%; rounded estimate: 60%) recovery
for lenders in the event of a payment default.
NCM plans to use the proceeds from the proposed debt to refinance
its existing senior secured notes due 2022. S&P's 'B+' issuer
credit rating on NCM and its parent company National Cinemedia Inc.
(NCMI), which it rates on a consolidated basis, are unchanged
because it views the transaction as leverage and cash flow
neutral.
RECOVERY ANALYSIS
Key analytical factors
-- NCM's capital structure includes a $175 million senior secured
revolving credit facility maturing in 2023, a $268 million senior
secured term loan maturing in 2025, $400 million of senior secured
notes due in 2028, and $235 million of senior unsecured notes due
in 2026. NCM is the borrower of the debt and owns substantially all
of the company's assets.
-- National CineMedia Inc. (the public holding company) is not a
guarantor to any of the debt and S&P does not expect debtholders to
have any claim on its cash or assets.
-- The senior secured credit facility and senior secured notes
rank pari passu and are secured by substantially all of NCM LLC's
material assets. The unsecured debt is subordinated to the secured
debt.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a payment default
in 2023, as a result of reduced cinema advertisement spending and
an attendance decline, either from a streak of unappealing films or
audiences favoring entertainment alternatives.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR of 2.5%, the spread on the revolving credit
facility and term loan rise to 5% as covenant amendments are
obtained, and all debt includes six months of prepetition
interest.
-- S&P expects NCM would reorganize in the event of a default,
given its good market position, limited competition, and key
relationships with leading U.S. cinema exhibitors.
Simplified waterfall
-- EBITDA at emergence: $90 million
-- EBITDA multiple: 6x
-- Net enterprise value (after 5% administrative costs): $540
million
-- Estimated senior secured debt claims: $827 million
--Recovery expectation: 50%-70% (rounded estimate: 60%)
-- Estimated senior unsecured debt claims: $242 million
--Recovery expectation: 0%-10% (rounded estimate: 0%)
NELCO REALTY: 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
Nelco Realty Holdings, Inc., according to court dockets.
About Nelco Realty Holdings
Nelco Realty Holdings Inc., a lessor of real estate properties,
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-08216) on Aug. 29, 2019. In the
petition signed by Richard T. Conard, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Richard John Cole, III, Esq., at Cole & Cole Law,
P.A., is the Debtor's counsel.
NFP CORP: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of NFP Corp. following the
company's announcement that it plans to issue new senior unsecured
notes totaling $250 million, which Moody's has rated Caa2. Net
proceeds from the new notes, along with an increase in preferred
equity, will be used to help repurchase stock, fund acquisitions
and pay related fees and expenses. The rating agency also affirmed
NFP's existing senior secured ratings at B2 and senior unsecured
rating at Caa2. The rating outlook for NFP is stable.
RATINGS RATIONALE
NFP's ratings reflect its expertise and solid market position in
insurance brokerage, particularly providing employee benefits and
property & casualty (P&C) products and services to mid-sized firms.
The company also offers insurance and wealth management services to
high net worth individuals. The business is well diversified across
products, clients and regions primarily in the US. The company has
been expanding its P&C operations, primarily through acquisitions,
and the P&C business represented about 30% of consolidated revenues
for the 12 months through June 2019.
Offsetting these strengths are NFP's persistently high financial
leverage and low interest coverage metrics, leaving the company
little room for error in managing its existing and acquired
operations. Moody's expects NFP to drive revenue growth,
particularly in its P&C segment, through continued debt-funded
acquisitions, which heighten integration and contingent risks. The
company also has contingent earnout liabilities that consume a
significant portion of its free cash flow.
Giving effect to the incremental borrowing, NFP will have pro forma
debt-to-EBITDA above 7.5x, (EBITDA - capex) interest coverage in
the range of 1.6x-2.0x, and free-cash-flow-to-debt in the low
single digits, according to Moody's estimates. The rating agency
expects that NFP will reduce its leverage below 7.5x through EBITDA
growth over the next few quarters. These pro forma metrics reflect
Moody's accounting adjustments for operating leases, contingent
earnout obligations, certain non-recurring items, and run-rate
EBITDA from acquisitions.
Factors that could lead to an upgrade of NFP's ratings include: (i)
debt-to-EBITDA ratio below 6x, (ii) (EBITDA- capex) coverage of
interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding
5%, and (iv) successful integration of acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
below 2%.
Moody's has assigned the following rating (and LGD assessment):
$250 million senior unsecured notes maturing in July 2025 at Caa2
(LGD5).
Moody's has affirmed the following ratings (and loss given default
(LGD) assessments):
Corporate family rating at B3;
Probability of default rating at B3-PD;
$150 million senior secured revolving credit facility maturing in
January 2022 at B2 (LGD3);
$1.6 billion senior secured term loan maturing in January 2024 at
B2 (LGD3);
$305 million senior secured notes maturing in January 2024 at B2
(LGD3);
$650 million senior unsecured notes maturing in July 2025 at Caa2
(LGD5).
The proposed transaction shifts NFP's funding mix toward a higher
proportion of unsecured to total debt than it has maintained in the
past. Moody's expects the company will shift this mix back toward
its historical proportions as it funds future acquisitions.
The rating outlook is stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Based in New York City, NFP provides a range of brokerage,
consulting and advisory services, including corporate benefits,
retirement, property & casualty, individual insurance and wealth
management solutions largely in the US. The company generated
revenue of $1.3 billion for the 12 months through June 30, 2019.
NFP CORP: S&P Rates $250MM Senior Notes 'CCC+'
----------------------------------------------
S&P Global Ratings said that it assigned its 'CCC+' debt rating to
NFP Corp.'s $250 million senior notes maturing in 2025. The
recovery rating is '6', indicating S&P's expectation for negligible
(0%) recovery of principle in the event of a default.
S&P expects NFP to use the proceeds from these notes to fund future
acquisitions and repurchase common equity. The ratings on NFP
Holdings LLC and its core subsidiaries (NFP)--including S&P's 'B'
long-term issuer credit rating, 'B' first-lien debt ratings, and
'CCC+' unsecured debt rating--are unaffected by the new issuance.
S&P's 'B' long-term issuer credit ratings on NFP continue to
reflect its fair business risk profile and highly leveraged
financial risk profile.
The company competes in a highly competitive, fragmented, and
cyclical middle-market insurance brokerage industry. Top-line
growth, driven by sustained acquisition activity (51 deals
completed in 2018, 19 deals completed through second-quarter 2019)
and strong organic development, continues to be robust. S&P expects
moderately improved EBITDA margin performance in connection with
diminished add-back exclusions for items related to business
optimization and producer compensation buyouts. It expects NFP's
organic growth to be in the 5%-7% range through 2020, which is in
line with its near-term historical run rate.
For the 12 months ended June 30, 2019, the company generated total
revenue near $1.4 billion and pro forma adjusted EBITDA of $352
million (-24% margin) according to S&P's calculations, which
exclude certain add-back items. The rating agency expects total
revenue to exceed $1.5 billion and $1.6 billion for full-years 2019
and 2020, respectively.
S&P's financial risk profile assessment continues to assume a
debt-intensive capital structure consisting of a combination of
debt and debt-like instruments. Including this transaction, S&P
expects financial leverage and EBITDA cash interest coverage (on a
pro-forma adjusted basis, excluding paid-in-kind preferred shares
treated as debt) to be 8.4x and 2x, respectively, for the 12 months
ended June 30, 2019. Both reflect an initial degree of underlying
strain, but S&P expects them to be in line with its expectations
for financial leverage (7x-7.5x, excluding paid-in-kind preferred
shares treated as debt) and EBITDA cash interest coverage (above
2x) within 12 months.
Ratings List
NFP Corp.
Issuer Credit Rating B/Stable/--
New Rating
NFP Corp.
Senior Unsecured
US$250 mil senior nts due 07/15/2025 CCC+
Recovery Rating 6(0%)
NORTIS INC: Seeks OK of $1.13M DIP Loan, Cash Collateral Access
---------------------------------------------------------------
Nortis, Inc., asks the U.S. Bankruptcy Court for the Western
District of Washington to obtain up to $1,130,000 in term loan
credit at 6% interest per annum to be provided by Vertical Ventures
Partners II, LP.
The DIP Lender will make available $280,000 upon entry of the
Interim DIP Order and the execution and delivery of the loan
documents. The balance will be available upon entry of the Final
DIP Order, with all remaining funds to be made available pursuant
to a budget.
The DIP Term Loan, which will mature on Jan. 31, 2020, will be
secured by a lien and security interest in and against all of the
Debtor's personal property. The liens on the DIP Term Loan will be
subordinate to the liens of the Internal Revenue Service and those
under the Prepetition Secured Loan.
The Debtor also seeks authority to use cash collateral for its
business operations.
As adequate protection, the Debtor proposes to provide the Senior
Secured Lenders -- Vertical Ventures Partners II, L.P., and ETP
Global LP -- and the IRS with liens in (i) assets of the same kind
as the prepetition collateral in which the Senior Secured Lenders
and IRS held liens as of the Petition Date, and (ii) all proceeds
of the postpetition collateral for any diminution in the interests
of the Secured Creditors and IRS.
The proceeds of the DIP Loan will be used to finance the Debtor's
operations and pay employee wages and professional fees.
A copy of the Motion and the terms of the DIP Loan can be accessed
at no charge at:
http://bankrupt.com/misc/Nortis_7_Cash_ORD.pdf
The Debtor seeks a final hearing on the motion.
About Nortis Inc.
Nortis, Inc., provides scientific research and development
services.
The Company filed for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wash. Case No. 19-13529) on Sept. 25, 2019 in
Seattle, Washington. In the petition signed by Thomas Neumann, MD,
president and CEO, the Debtor was estimated to have between $1
million and $10 million in both assets and liabilities. The Hon.
Christopher M. Alston is the presiding judge. KARR TUTTLE CAMPBELL
serves as counsel to the Debtor.
ONE WAY LOANS: DIP Loan Maturity Extended to March 2021
-------------------------------------------------------
One Way Loans, LLC, d/b/a PowerLend, filed a first amended Chapter
11 Plan and accompanying Disclosure Statement.
Class 1: First Priority Secured Claim of DIP Lender are impaired.
March 26, 2021 (current Maturity Date of DIP Facility under DIP
Loan Agreement, unless extended or otherwise modified in accordance
with the DIP Loan Agreement). Sale proceeds from the Watermark
Property, with any deficiency to be first paid by P&G or another
DIP Loan Guarantor, and in the event that the DIP Facility is not
paid in full, from net collections on loan portfolios/ Recovery
from FA Litigation.
Class 2: Non-Insider General Unsecured Claims are impaired. Allowed
Non-Insider General Unsecured Claims, the holder of such a General
Unsecured Claim shall receive: (a) a cash distribution equal to
approximately 45% of the Allowed amount of its General Unsecured
Claim; (b) paid, as set forth in the accompanying cash projections,
in regular installments (every 3 months over 24 months), pending
the sale of the Watermark Property; (c) with the first installment
payment anticipated to be made in January 2020. Net collections on
loan portfolios/Recovery from FA Litigation.
Class 3: Insider General Unsecured Claims are impaired. The holders
of Insider General Unsecured Claims shall: (a) receive a cash
distribution equal to approximately 40% of the Allowed amount of
its General Unsecured Claim; or (b) be paid pursuant to such other
terms (including with respect to the amount paid) as may be agreed
upon between the holder of such Insider General Unsecured Claim and
the Debtor. Net collections on loan portfolios/Recovery from FA
Litigation.
Class 4: Non-Insider Priority Wage Claims are impaired. The holder
of this Claim shall receive regular installment payments, in cash:
(a) of a total value, as of the Effective Date, equal to the
Allowed amount of such claim; (b) to be paid, as set forth in the
accompanying cash projections, in regular installments (every 3
months over 24 months), pending the sale of the Watermark Property;
(c) with the first installment payment anticipated to be made in
January 2020. Net collections on loan portfolios/Recovery from FA
Litigation.
CLASS 6: Equity Interests are impaired. Holders of allowed Class 6
Interests will retain their existing Equity Interests in the
Debtor, pending implementation of the Plan and dissolution of
Debtor.
On the Effective Date, the Plan pays $15,000. As set forth in the
accompanying cash flow projections, the Debtor anticipates having
sufficient cash on hand to make such payment on the Effective
Date.
A full-text copy of the First Amended Disclosure Statement dated
September 27, 2019, is available at https://tinyurl.com/y69jeucb
from PacerMonitor.com at no charge.
Attorneys for Debtor:
David S. Kupetz, Esq.
Asa S. Hami, Esq.
Claire K. Wu, Esq.
SulmeyerKupetz
A Professional Corporation
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: 213.626.2311
Facsimile: 213.629.4520
Email: dkupetz@sulmeyerlaw.com
ahami@sulmeyerlaw.com
ckwu@sulmeyerlaw.com
About One Way Loans
Based in Culver City, CA, One Way Loans, LLC, doing business as
PowerLend, operates an online subprime small-loan consumer finance
business in the State of California. It funded over 1,000 consumer
loans in excess of $2,800,000 during its first few months
operations in 2018. It also currently services approximately
$1,900,000 of delinquent loans.
One Way Loans filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-24572) on Dec. 17, 2018. In the petition signed by CEO
David Redlener, the Debtor estimated $1 million to $10 million in
assets and liabilities. The Hon. Sandra R. Klein oversees the
case. David S. Kupetz, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel to the Debtor.
ORCHIDS PAPER: Files Chapter 11 Plan of Liquidation
---------------------------------------------------
The Orchids Paper Products Company, et al., filed a Combined Plan
of Liquidation and accompanying Disclosure Statement.
Class 4 - General Unsecured Claims are impaired. Each Holder of an
Allowed General Unsecured Claim shall receive such Holder's Pro
Rata Share of the beneficial interest in the Liquidating Trust and
as beneficiary of the Liquidating Trust shall receive, on a
distribution date, their Pro Rata Share of net Cash derived from
the Liquidating Trust Assets available for Distribution on each
such distribution date as provided under the Combined Plan and
Disclosure Statement and Liquidating Trust Agreement, as full and
complete satisfaction of the Claims against the Liquidating Trust.
Class 5 - Equity Interests are impaired. Each Holder of an Allowed
Equity Interest Claim shall receive such Holder's Pro Rata Share of
the beneficial interest in the Liquidating Trust and as beneficiary
of the Liquidating Trust shall receive, on a distribution date,
their Pro Rata Share of net Cash derived from the Liquidating Trust
Assets available for Distribution on each such distribution date as
provided under the Combined Plan and Disclosure Statement and
Liquidating Trust Agreement in full and final satisfaction,
settlement, and release of each Allowed Equity Interest Claim.
The Liquidating Trust Assets shall be comprised of the Orchids
Investment Settlement Payment, the Estate Claims and the
Liquidating Trust Funding.
A full-text copy of the Combined Disclosure Statement dated
September 27, 2019, is available at https://tinyurl.com/yxzchgzk
from PacerMonitor.com at no charge.
Counsel to the Debtors:
Christopher A. Ward, Esq.
Shanti M. Katona, Esq.
Brenna A. Dolphin, Esq.
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
cward@polsinelli.com
skatona@polsinelli.com
bdolphin@polsinelli.com
-- and --
Jerry L. Switzer, Jr., Esq.
150 North Riverside Plaza
Chicago, Illinois 60606
Telephone: (312) 873-3626
Facsimile: (312) 810-1810
jswitzer@polsinelli.com
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.
PIER 3 BUILDERS: Has Cash Collateral Access Until Mid-February
--------------------------------------------------------------
The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts approved on a final basis the motion to
use cash collateral filed by Pier 3 Builders LLC under the same
terms and conditions previously approved by the Court.
A hearing on the further use of cash collateral is scheduled for
Feb. 14, 2020 at 12 p.m. in Worcester, Courtroom 4.
About Pier 3 Builders
Pier 3 Builders, LLC, is a privately held company in the
residential building construction business. The Company offers
construction and remodeling services such as custom home building,
additions, basement remodeling, and more.
Pier 3 Builders, LLC sought Chapter 11 protection (Bankr. D. Mass
Case No. 19-41022) on June 24, 2019. Judge Elizabeth D. Katz is
assigned to the case. In the petition signed by Brian Campanale,
manager, the Debtor estimated assets and liabilities in the range
of $1 million to $10 million. The Debtor tapped David M. Nickless,
Esq., at Nickless, Phillips and O'Connor, as counsel.
POINTCLEAR SOLUTIONS: Oct. 7 Hearing on Disclosure Statement
------------------------------------------------------------
The Combined Hearing on Approval of the Amended Disclosure
Statement of PointClear Solutions Inc. and Confirmation is
continued to Monday, October 7, 2019 at 2:30 p.m. before the
Honorable Clifton R. Jessup, Jr. at the United States Bankruptcy
Court, 400 Well Street, Decatur, Alabama 35601.
About PointClear Solutions
PointClear Solutions, Inc., is a healthcare software development
company based in Huntsville, Alabama.
PointClear Solutions filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ala. Case no. 18-83286) on Nov.
2, 2018. At the time of filing, the Debtor estimated $100,001 to
$500,000 in assets and $1 million to $10 million in liabilities.
Judge Clifton R. Jessup Jr. preside over the case. Stuart M.
Maples, at Maples Law Firm, PC, is the Debtor's counsel.
POPULUS FINANCIAL: Moody's Alters Outlook on B3 CFR to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Populus Financial Group, Inc.'s
B3 corporate family and senior secured debt ratings and revised the
outlook to stable from negative.
While the ratings affirmation results from Moody's unchanged view
of Populus' standalone assessment, the change in outlook to stable
from negative reflects the termination of the acquisition offer for
Amscot Financial, Inc. announced on September 27, 2019.
Affirmations:
Issuer: Populus Financial Group, Inc.
Corporate Family Rating, Affirmed B3
Senior Secured Regular Bond/Debenture, Affirmed B3
Outlook Actions:
Issuer: Populus Financial Group, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The ratings affirmation and outlook revision to stable follow the
announcement that Populus has terminated the acquisition offer for
Amscot, a Florida-based payday lender. The acquisition had been
announced in May 2019 and was subject to Populus obtaining the
related financing.
Moody's had revised Populus' outlook to negative at the time of the
acquisition announcement in May 2019 to reflect the increased
operational risks associated with absorbing Amscot's payday loan
portfolio. The acquisition would also have increased Populus'
concentration in Florida, which would have heightened in turn
regulatory risk associated with an expanded footprint in the state.
The termination of the Amscot acquisition removes such risks and
the outlook change to stable from negative reflects Moody's
expectation that the company will not attempt a similar acquisition
in the next 12-18 months, and will maintain its strong financial
performance. Populus also announced it would rescind a tender offer
for $315 million of its senior secured notes. The tender offer was
part of the company's financing plan for the acquisition.
Populus' B3 ratings reflect a high degree of regulatory risk, both
at the federal and state level, as with all payday lenders. The
ratings also reflect Populus' substantial tangible common equity
deficit, a key credit weakness. Partially mitigating these
weaknesses are Populus' strong profitability and substantial
non-lending revenues derived from less capital-intensive and stable
businesses, such as prepaid card services and cash checking.
Populus' B3 ratings also reflect high exposure to social and the
governance risks. The company's exposure to social risks is high,
as for all payday lenders, due to societal perceptions of high-cost
lending, which could lead to restrictions on its business
activities that could ultimately translate into volatile financial
performance and inability or difficulty accessing capital markets.
Populus' exposure to governance risks is also high, as it is for
all payday lenders. Most of these companies are privately held, a
structure that allows for more limited financial reporting and key
person risk. Additionally, due to the volatile performance of the
payday loans and the challenging operating environment driven by
regulatory uncertainty, financial policy and risk management are of
paramount importance for payday lenders.
WHAT COULD CHANGE THE RATINGS UP
Populus' ratings could be upgraded if it eliminates its tangible
common equity deficit and is able to successfully transition to
installment-based lending, as evidenced by solid and stable
profitability with minimum amounts of restructuring and other
unforeseen operating expenses.
WHAT COULD CHANGE THE RATINGS DOWN
Populus' ratings could be downgraded if the company's financial
performance materially deteriorates, liquidity weakens or if
operational or regulatory risks increase.
The principal methodology used in these ratings was Finance
Companies published in December 2018.
POSITECH INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Positech International, Inc.
170 N. 17th Street
Wheeling, WV 26003
Business Description: PosiTech International, Inc. --
http://positechheattransfer.com/- designs,
manufactures, remanufactures, and
distributes new oil coolers for aviation,
OEM modular packages and industrial
applications. The Company was founded by
Bill Blair in 1985.
Chapter 11 Petition Date: October 3, 2019
Court: United States Bankruptcy Court
Northern District of West Virginia (Wheeling)
Case No.: 19-00866
Judge: Hon. Patrick M. Flatley
Debtor's Counsel: Martin P. Sheehan, Esq.
SHEEHAN & ASSOCIATES, PLLC
41 15th Street
Wheeling, WV 26003
Tel: (304) 232-1064
Fax: 304-232-1066
E-mail: sheehanbankruptcy@wvdsl.net
Total Assets: $1,392,922
Total Liabilities: $1,580,743
The petition was signed by Lawrence Blair, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/wvnb19-00866.pdf
PRECISION HOTEL: Jan. 3 Filing Deadline of Plan
-----------------------------------------------
The Bankruptcy Court directed The Precision Hotel Management
Company to file a Plan and Disclosure Statement on or before
January 3, 2020.
The Disclosure Statement shall, at the minimum, contain adequate
information pertaining to the Debtor in the following areas: Pre−
and post−petition financial performance; Reasons for filing
Chapter 11; Steps taken by the Debtor since filing of the petition
to facilitate its reorganization.
If the Court determines that the Disclosure Statement does not
contain adequate information, the Court will schedule an expedited
hearing to address the additional information that is required for
the Court to enter an order conditionally approving the Disclosure
Statement and scheduling a Consolidated Hearing.
About Precision Hotel
Precision Hotel Management Company is a privately held enterprise
that operates in the hospitality industry. Precision Hotel sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08449) on Sept.
5, 2019 in Tampa, Florida. In a petition signed by Virgina
Mitchell, president, the Debtor estimated both assets and
liabilities at $1 million to $10 million. BLANCHARD LAW, P.A.,
represents the Debtor.
PRESIDENTS PUB: Plan and Disclosure Statement Due Oct. 30
---------------------------------------------------------
The Court approved The Presidents Pub & Grille's motion to extend
the deadline to file its Chapter 11 Plan and Disclosure Statement.
Judge Gregory L. Tadonnio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania on Oct. 1, 2019, ordered that the
Plan and Disclosure Statement will be due Oct. 30, 2019.
About Presidents Pub & Grille
The Presidents Pub & Grille LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-21297) on March
29, 2019. At the time of the filing, the Debtor estimated assets
of less than $100,000 and liabilities of less than $500,000. The
case is assigned to Judge Gregory L. Taddonio. Calaiaro Valencik
is the Debtor's legal counsel.
PRIDE CLEANERS: Court Approves Disclosure Statement, Confirms Plan
------------------------------------------------------------------
The Bankruptcy Court issued an order approving the Disclosure
Statement and confirming the Plan of Pride Cleaners, LLC.
At the Hearing, Cameron M. McCord appeared on behalf of Pride
Cleaners, LLC. The Evins Law Firm, LLC, appeared on behalf of H.
Kim Retirement Plans, LLC. One modification was made at the hearing
to Class 8 - General Unsecured Claims - as follows: Debtor shall
pay the General Unsecured Creditors a total of $50,000.00 as
follows: (1) a pro-rata share of $5,000.00 on the Effective Date
and (2) a pro-rata share of $45,000.00 paid in nine semi-annual
payments of $5,000 each, commencing on six months following the
Effective Date and continuing on or by each six month anniversary
of the Effective Date through the 5th anniversary of the Effective
Date, for a total of 9 payments.
No objections to the Plan were filed by the Objection Deadline or
raised at the Confirmation Hearing.
Counsel for Debtor:
Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, Georgia 30309
(404) 564-9300
About Pride Cleaners
Pride Cleaners, LLC is a privately held company in Alpharetta, Ga.,
that offers laundry services. Pride Cleaners sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
19-55564) on April 8, 2019. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of between $1
million and $10 million. Jones & Walden, LLC, is the Debtor's
legal counsel.
PRINCESS POLLY: Terex Financial Objects to Disclosure Statement
---------------------------------------------------------------
Terex Financial Services, Inc., objects to the Amended Chapter 11
Plan and Disclosure Statement filed by Princess Polly Anna Coal,
Inc., on Sept. 11, 2019.
Terex notes that pursuant to Section 5.7.4 of the Plan, the Debtor
proposes to grant Caterpillar Financial Services Corporation (CFSC)
a junior security interest in six pieces of equipment secured by
Terex. In order to grant a junior lien on the Terex equipment as
proposed, the Debtor and CFSC need permission from Terex. Although
the parties are close to an agreement, Terex has not consented and
a signed agreement has not been reached.
Terex expressly reserves all its rights, claims, objections, and
defenses with respect to the Plan.
Counsel for Terex Financial:
GOODWIN & GOODWIN LLP
Carrie Goodwin Fenwick
300 Summers Street, Suite 1500
P.O. Box 2107
Charleston, WV 25328-2107
Telephone: (304) 346-7000
E-mail:cgf@goodwingoodwin.com
- and -
Robert S. Westermann, Esq.
HIRSCHLER FLEISCHER,P.C.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, Virginia 23218-0500
Telephone: (804) 771-9500
Facsimile: (804) 644-0957
E-mail: rwestermann@hf-law.com
About Princess Polly Anna
Princess Polly Anna, Inc., was organized April 24, 1984, by
Frederick J. Taylor with the filing of its Articles with the West
Virginia Secretary of State's Office. In 2012, it was to begin
contract mining services on Big Mountain in Greenbrier County, West
Virginia.
Princess Polly Anna filed for Chapter 11 bankruptcy protection
(Bankr. S.D. W.V. Case No. 17-50060) on March 1, 2017. In the
petition signed by Frederick J. Taylor, president, the Debtor was
estimated to have up to $50,000 in assets and between $1 million
and $10 million in liabilities.
Judge Frank W. Volk oversees the case.
John F. Leaberry, Esq., at the Law Office of John Leaberry, serves
as the Debtor's bankruptcy counsel.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
PROQUEST LLC: S&P Rates $875MM Senior Secured Debt 'B'
------------------------------------------------------
S&P Global Ratings assigned its 'B' issue level rating and '3'
recovery rating to ProQuest LLC's proposed $875 million senior
secured debt, consisting of a $725 million term loan B due 2026 and
$150 million revolving credit facility due 2024. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery for lenders in the event of a payment
default. ProQuest will use the net proceeds to refinance its
existing debt, which includes $56 million of revolver borrowings
and $699 million of term loan outstanding as of June 30, 2019.
ProQuest is a scholarly and historical digital content and software
solutions provider. S&P's 'B' issuer credit rating and stable
outlook are unchanged. The proposed transaction does not materially
affect the company's key credit measures, including its adjusted
leverage around 6x and adjusted free operating cash flow (FOCF) to
debt of about 7% pro forma for the transaction as of June 30, 2019.
S&P forecasts leverage will improve to the mid-5x area and adjusted
FOCF to debt will be around 10% by the end of 2020 based on
expected EBITDA growth. The rating agency will withdraw its ratings
on the existing senior secured debt outstanding when the
transaction closes.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default in
2022, mainly stemming from a decline in cash flow as a result of a
difficult funding environment for libraries, poorly timed
debt-funded acquisitions, and management execution missteps.
-- The debt facilities are issued by ProQuest LLC, with the
revolving credit facility and first-lien term loan benefiting from
a first-priority perfected lien on substantially all domestic
property and assets, all outstanding capital stock of the company
and each of its domestic subsidiaries of the guarantors.
-- S&P's distressed valuation reflects its assumption that
ProQuest would continue to have a viable business model in the
event of a default, based on the recurring annual subscriptions for
its unique products and services and its long-standing client
relationships.
Simulated default assumptions
-- Simulated year of default: 2022
-- EBITDA at emergence: about $87 million
-- EBITDA multiple: 5.5x
-- The revolver is 85% drawn in S&P's simulated year of default.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): about
$453 million
-- Senior secured first-out revolving credit facility debt: $860
million
-- Recovery expectations: 50%-70%; (rounded estimate 50%)
Note that all debts include six months of prepetition interest.
PROTEC INSTRUMENT: Obtains Interim Approval to Use Cash Collateral
------------------------------------------------------------------
Protec Instrument Corporation sought and obtained permission from
the U.S. Bankruptcy Court for the District of Massachusetts to use
cash collateral for the continuation of its business operations
through Dec. 31, 2019, there having been no objections filed with
the Court.
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. 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. The
Hon. Christopher J. Panos is the case judge. Parker & Associates
is the Debtors' counsel.
PULMATRIX INC: Matthew Sherman Will Quit as Director
----------------------------------------------------
Matthew L. Sherman, M.D. tendered his resignation from the board of
directors, and all Board committees, of Pulmatrix, Inc., effective
on Jan. 31, 2020. The resignation of Dr. Sherman was in connection
with his recent appointment as executive vice president and chief
medical officer of Deciphera Pharmaceuticals, Inc. and not in
connection with any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices,
according to a Form 8-K filed with the Securities and Exchange
Commission.
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biotechnology company focused on the discovery and development of
novel inhaled therapeutic products intended to prevent and treat
respiratory diseases and infections with significant unmet medical
needs. The Company's proprietary product pipeline is focused on
advancing treatments for serious lung diseases, including
Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA,
and PUR1800, a narrow spectrum kinase inhibitor for patients with
obstructive lung diseases including asthma and chronic obstructive
pulmonary disease. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
maximizing local concentrations and reducing systemic side effects
to improve patient outcomes.
Pulmatrix incurred a net loss of $20.56 million in 2018 following a
net loss of $18.05 million in 2017. As of June 30, 2019, the
Company had $37.04 million in total assets, $18.95 million in total
liabilities, and $18.09 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated Feb. 19,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company continues to have
negative cash flow from its operations, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
PURDUE PHARMA: Bid to Pay $38M in Bonuses Facing Objections
-----------------------------------------------------------
Purdue Pharma LP's proposal to pay executives $38 million while
it's in bankruptcy was challenged by the U.S. Trustee, and two
dozen states.
Purdue Pharma has earlier filed a motion to pay wages and benefits
of its employees, which motion incorporates a proposal to continue
its annual incentive program ($33.3 million for employees who meet
and exceed goals), pay sign-on bonuses of $2.275 billion, and a
non-executive retention plan for 120 employees ($6.7 million in
2020).
The objectors, however, point out that the Company has not
justified the proposed incentives at a time when the Company is
facing thousands of lawsuits over its role in the opioid crisis.
"[The] Debtors filed these cases to address their multi-billion
dollar liabilities for their role in precipitating a national
opioid crisis, and as the Debtors acknowledge in their
Informational Brief, its employees engaged in misconduct in
marketing OxyContin, one affiliate pleaded guilty to misbranding
OxyContin, and three senior executives pleaded guilty to strict
liability criminal misdemeanor violations of the FDCA. Moreover,
the Debtors face more than 2600 lawsuits alleging that the Debtors
acted improperly in the marketing and sale of prescription opioid
medications that have caused the national opioid crisis. Against
this eye-opening backdrop, the Wage Motion provides only the
vaguest descriptions of the Debtors' bonus and severance plans,"
the U.S. Trustee said.
The Ad Hoc Group of Non-Consenting States -- comprised of states
that have not joined the opioid settlement with Purdue -- joined
the U.S. trustee's objection. The group consists of California,
Colorado, Connecticut, Delaware, the District of Columbia, Hawaii,
Idaho, Illinois, Iowa, Maine, Maryland, Massachusetts, Minnesota,
Nevada, New Hampshire, New Jersey, New York, North Carolina,
Oregon, Pennsylvania, Rhode Island, Vermont, Virginia, Washington
and Wisconsin.
The State of Arizona also argues that the employees who were
responsible for or directly involved in the wrongdoing should not
be rewarded with bonuses, whether styled as annual incentive plans,
sign-on bonuses, or severance payments.
"Debtors' dangerous oxycodone-based opioids have taken a tragic
toll on the nation and on Arizona. Hundreds of deaths each year in
Arizona are attributable to prescription opioids, including
Debtors' products. These deaths are a part of what has become a
national opioid crisis. Debtors engaged in a well-documented array
of illegal practices in order to sell more pills and reap
astronomical profits. Debtors alone made billions of dollars
pushing powerfully addictive drugs on unsuspecting doctors and
patients," the State of Arizona Attorney General Mark Brnovich
said.
"The employees who were responsible for or directly involved in the
wrongdoing should not be rewarded with bonuses, whether styled as
annual incentive plans, sign-on bonuses, or severance payments. Yet
the Debtors' Motion provides little to no detail regarding which
employees would receive these payments, or whether those employees
participated in the illegal practices resulting in the opioid
epidemic. The United States Trustee's Objection demanding that
Debtors make additional disclosures to satisfy the requirements of
Bankruptcy Code Section 503(c) is clearly appropriate. Before
allocating tens of millions of dollars of estate funds that could
otherwise be used to ameliorate the ravages of the opioid epidemic,
Debtors owe this diligence to the Creditors who have suffered at
their hands.
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
PVB ENTERPRISES:Gets Continued Access to BMO Harris Cash Collateral
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted the request of PVB Enterprises, LLC, to use the cash
collateral of BMO Harris Bank, N.A., in order to continue its
postpetition business operations.
The Debtor will continue to pay BMO Harris Bank $400 as monthly
adequate protection. The Bank will also be granted a replacement
lien upon all of the Debtor's assets. BMO Harris holds a security
interest in substantially all assets of the Debtor.
About PVB Enterprises
PVB Enterprises LLC, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ill. Case No. 19-18381) on June 27, 2019. Judge Timothy A.
Barnes oversees the Debtor's case. John J. Lynch, Esq., at LYNCH
LAW OFFICES, P.C., is the Debtor's attorney.
R-DREAM FARM: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Oct. 2, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of R-Dream Farm, LLC.
About R-Dream Farm
R-Dream Farm, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-10920) on Sept. 11,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $500,001 and $1 million and liabilities of
between $100,001 and $500,000. The Debtor is represented by Steidl
& Steinberg.
RESOLUTE SECURITY: Court Approves Disclosure Statement
------------------------------------------------------
Resolute Security Group, Inc.'s Disclosure Statement is approved.
November 5, 2019, is fixed as the last day for serving written
ballots accepting or rejecting the Debtor's Plan of
Reorganization.
November 12, at 2:00 p.m. is fixed for the hearing on confirmation
request of the Plan, as may be amended.
October 29, 2019, is fixed as the last day for filing and serving
written objections/oppositions to confirmation of the Plan, and
November 5, 2019, is fixed as the last day for filing and serving
written replies to any such objections/oppositions.
Attorneys for Debtor:
STEPHEN R. HARRIS, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone: (775) 786-7600
E-Mail: steve@harrislawreno.com
About Resolute Security Group
Founded in 2000, Resolute Security Group, Inc. --
http://www.resolutesg.com-- provides consulting and security
support solutions individually to business needs and personal
demands of its diverse clientele. The Company offers protective,
security services, technology, risk management, private armed
response, and investigative/litigation support services. The
Resolute team has been called to assist and respond to all types of
situations and circumstances ranging from general security
awareness and increases in physical security presence to specific
threats of violence and critical incident management. The company
is based in Minden, Nevada.
The company filed for chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 19-50119) on Jan. 31, 2019, with estimated assets and
liabilities of $1 million to $10 million respectively. The petition
was signed by John H. Gimple, president.
RIVORE METALS: Metal Trading Co. Seeks to Use Cash Collateral
-------------------------------------------------------------
Rivore Metals, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize use of $2019,216.10 in cash
collateral to pay for operating expenses on an interim basis
pursuant to a budget, until the Court holds a final hearing on the
motion.
The budget provides for $63,666.70 in total expenses for the first
week of October, $16,890 of which is for salaries and wages and
$16,000 for freight costs. A copy of the budget can be accessed
for free at http://bankrupt.com/misc/Rivore_Metals_10_Cash_MO.pdf
As adequate protection, the Debtor seeks to provide PNC Bank, N.A.,
replacement liens in its personal property. The Debtor seeks that
a total of $10,000 be put into escrow on a monthly basis into the
client trust account of the Debtor's proposed counsel to pay for
professional fees of legal counsel employed in the Debtor's Chapter
11 case.
About Rivore Metals
Rivore Metals, LLC -- http://www.rivore.com/-- is a metals trading
and project management company with offices in the United States
and Canada offering full service trading operations to
international specialized markets for ferrous and non-ferrous scrap
metals.
The Company sought Chapter 11 protection (Bankr. E.D. Mich. Case
No. 19-53795) in Detroit, Michigan. on Sept. 27, 2019. As of the
Petition Date, the Debtor reported not more than $50,000 in assets
and liabilities of between $1 million and $10 million. Judge
Thomas J. Tucker oversees the case. STEVENSON & BULLOCK, P.L.C.,
is the Debtor’s counsel. The petition was signed by Konstantinos
C. Marselis, president.
RL BROOKS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: RL Brooks Trucking, LLC
P.O. Box 220
Luthersburg, PA 15848
Business Description: RL Brooks Trucking, LLC is in the general
freight trucking business.
Chapter 11 Petition Date: October 2, 2019
Court: United States Bankruptcy Court
Western District of Pennsylvania (Johnstown)
Case No.: 19-70617
Judge: Hon. Jeffery A. Deller
Debtor's Counsel: Kevin J. Petak, Esq.
SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC
1067 Menoher Boulevard
Johnstown, PA 15905
Tel: 814-536-0735
Fax: 814-539-1423
E-mail: kpetak@spencecuster.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Randell L. Brooks, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/pawb19-70617.pdf
RODRIGUEZ CANO: Files $35K Monthly Cash Collateral Budget
---------------------------------------------------------
Rodriguez Cano, Inc., d/b/a Aloma Kids Academy, filed an amended
motion with the U.S. Bankruptcy Court for the Middle District of
Florida for authority to use Sunrise Bank's cash collateral
pursuant to an amended budget.
The Debtor proposes to use cash collateral to pay payroll and other
operating expenses, as well as to pay necessary maintenance costs
in order to preserve the assets of the estate. According to its
amended budget, the Debtor projects total monthly expenses of
approximately $34,930.
The Debtor proposes to grant replacement liens to secure the
interest of Sunrise Bank. As of the Petition Date, the Debtor owes
Sunrise Bank approximately $951,555 for principal, interest and
charges on the loan.
A copy of the Amended Motion and Budget is available for free at
http://bankrupt.com/misc/flmb19-05890-36.pdf
About Rodriguez Cano
Rodriguez Cano, Inc., d/b/a Aloma Kids Academy, is a provider of
child day care services. It filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 19-05890) on Sept. 9, 2019, in Orlando, Florida.
In the petition signed by Margarita Rodriguez, president, the
Debtor was estimated to have assets of $500,000 to $1 million and
liabilities at $1 million to $10 million. BARTOLONE LAW, PLLC,
represents the Debtor.
ROYAL EXPRESS: Creditors to Get Payment From Sale Proceeds
----------------------------------------------------------
Royal Express Processing filed with the U.S. Bankruptcy Court for
the Central District of California, Santa Ana Division, a first
amended disclosure statement describing its Chapter 11 Plan of
reorganization on Sept. 26, 2019.
The Debtor will sell 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.
The Debtor will sell 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.
The first real estate acquired by the Debtor is located at 1210
Alta Vista Drive, Bakersfield, California. The AltaVista Property
has an estimated fair market value of $90,000 based on comparable
sales within the area around the property. The claim amount of
$90,000 due on the RES First Priority Alta Vista Loan will be paid
over 20 years, at 5% interest per annum, with monthly intervals of
one payment due per interval, beginning on effective date, starting
on the first day of the first full month following the effective
date, and ending on 240 months following the effective date,
resulting in the loan being paid in full during the payment term.
All three real estate holdings are used as rental properties by the
Debtor. At the time of filing, the Debtor had a tenant in place
for the Norwalk property and the AltaVista property.
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,
the 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 First Amended Disclosure Statement dated
September 26, 2019, is available at https://tinyurl.com/yyjyzvuy
from PacerMonitor.com at no charge.
About Royal Express
Royal Express Processing is a California Corporation that acts as a
holding company to own and manage real estate. It is a California
C-Corporation that was formed on 4 January 2017 by the principal,
only director and officer, and only shareholder, Juliette Smith.
Royal Express Processing filed a voluntary Chapter 11 bankruptcy
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.
RRQ LLC: Cook Estate Seeks Disclosure Statement Denial
------------------------------------------------------
The Estate of Sylvester H. Cook says the disclosure statement
explaining RRQ, LLC's Plan of Reorganization lacks adequate
information.
The Estate of Sylvester cites that RRQ has failed to include the
necessary adequate information that would allow the Estate to make
an informed decision on whether or not to approve the Plan without
the proper factual basis, and by failing to corroborate the
allegations in the Disclosure Statement without any supplemental
documentation, third-party opinion or other factual references used
to support and explain the Plan for Reorganization of RRQ.
"Any allegations regarding the lawsuit DVLS brought against RRQ
does not constitute the necessary adequate information the Estate
needs to be informed on whether it should vote to approve the Plan.
The Court should not consider it when evaluating the merits of
Motion to Approve Disclosure Statement of RRQ, which should be
denied," Mark R. Fischer, Jr., of High Swartz LLP, explains.
"It is specifically denied that the Estate will do anything to
assist RRQ in acquiring a loan commitment that RRQ has failed to
demonstrate even exists. Why the Estate, which currently holds a
$347,319.29 judgment against RRQ, should take any steps in
satisfying the debts of RRQ's principal and sole member Allan
Nowicki and his wife is never explained."
A full-text copy of the response to Debtor's Motion dated October
1, 2019, is available at https://tinyurl.com/y54ehdks from
PacerMonitor.com at no charge.
RRQ, LLC, filed a Chapter 11 Petition (Bankr. E.D. Pa. Case No.
19-13045) on May 9, 2019, and is represented by Stuart A.
Eisenberg, Esq., and Carol McCullough, Esq., at McCullough
Eisenberg, LLC.
SCOOP VENTURES: Court Conditionally Approves Disclosure Statement
-----------------------------------------------------------------
The disclosure statement of Scoop Ventures Investments, LLC, is
conditionally approved.
The hearing on confirmation of the plan is scheduled on Wednesday,
November 13, 2019 at 11:00 AM in Randy D. Doub United States
Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC
27858.
November 6, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
November 6, 2019 is fixed as the last day for filing written
acceptances or rejections of the plan.
November 6, 2019 is fixed as the last day for filing and serving
written objections to confirmation.
A full-text copy of the Disclosure Statement dated September 24,
2019, is available at https://tinyurl.com/yyfuljgv from
PacerMonitor.com at no charge.
The Debtor is represented by Danny Bradford of Bradford Law
Offices.
Scoop Ventures Investments, LLC, filed a Chapter 11 Petition
(Bankr. E.D.N.C. Case No. 19-03335) on July 23, 2019, and is
represented by Danny Bradford, Esq.
SEPAS PROPERTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Sepas Property Management LLC
109 S. Eucalyptus
Anaheim, CA 92808
Business Description: Sepas Property Management is the fee simple
owner of a property located in Anaheim,
California having a liquidation value of
$1.19 million.
Chapter 11 Petition Date: October 2, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Case No.: 19-13844
Judge: Hon. Erithe A. Smith
Debtor's Counsel: Dennis Connelly, Esq.
LAW OFFICE OF DENNIS CONNELLY
2901 W Coast Hwy Ste 200
Newport Beach, CA 92663
Tel: 949-270-2904
Fax: 949-258-5093
E-mail: socalesquire@gmail.com
Total Assets: $1,190,200
Total Liabilities: $880,000
The petition was signed by Renna Bairami, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb19-13844.pdf
SERVPRO BORROWER: Moody's Withdraws B3 CFR on Debt Refinancing
--------------------------------------------------------------
Moody's Investors Service withdrawn all ratings on SERVPRO
Borrower, LLC:
Withdrawals:
Issuer: SERVPRO Borrower, LLC
Corporate Family Rating, Withdrawn, previously rated B3
Probability of Default Rating, Withdrawn, previously rated B3-PD
Gtd Senior Secured 1st lien Term Loan, Withdrawn, previously
rated B2 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility,
Withdrawn, previously rated B2 (LGD3)
Outlook Actions:
Issuer: SERVPRO Borrower, LLC
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
The company's debt was refinanced on October 1, 2019 through a
whole-business securitization transaction.
SHAPPHIRE RESOURCES: Status Conference Moved to Dec. 11
-------------------------------------------------------
Shapphire Resources entered into stipulation with U.S. Bank,
National Association to:
(a) continue Chapter 11 Status Conference;
(b) continue Hearing to consider Adequacy of Disclosure
Statement; and
(c) extend the deadline for the Debtor to file amended
Disclosure Statement and Amended Plan of Reorganization, dated Oct.
1, 2019.
The Debtor's counsel has a calendar conflict on Nov. 6, 2019, and
therefore, is not able to appear in behalf of the Debtor at the
continued Chapter 11 Status Conference and the Disclosure Statement
Hearing.
In the interest of judicial economy and efficient resolution of
matters before the Court, the parties stipulate to continue the
Chapter 11 Status Conference to Dec. 11, 2019, at 11 a.m. in
courtroom 1675 of the U.S. Bankruptcy Court of the Central District
of California. The deadline for the Debtor to file and serve its
Amended Disclosure Statement and Chapter 11 Plan is Nov. 4, 2019.
About Shapphire Resources
Shapphire Resources, LLC's principal assets are located at 2770
Cold Plains Drive Hacienda Heights, CA 91745.
Shapphire Resources previously filed for bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-57493) on Nov. 4, 2010.
Shapphire Resources filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 17-15033) on April 24, 2017. In the petition
signed by Susan Tubianosa, manager, the Debtor estimated $1 million
to $10 million in both assets and liabilities. The Hon. Neil W.
Bason oversees the case. The Law Offices of Raymond H. Aver, a
professional corporation, represents the Debtor as counsel.
SHERIDAN FUND I: S&P Downgrades Issuer Credit Rating to 'D'
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Sheridan
Production Partners I-A L.P., Sheridan Investment Partners I LLC,
and Sheridan Production Partners I-M L.P. (collectively referred to
as "Sheridan Fund I") to 'D' (default) from 'SD'.
S&P also lowered its issue-level rating on the company's term loan
to 'D' from 'CC'. Its rating on the revolving credit facility
remains at 'D'.
The downgrade follows Sheridan I's decision to no longer pay cash
interest on the term loan and revolving credit facilities. The
majority of lenders granted limited waivers through Oct. 18 to the
company as restructuring negotiations continue.
SPECTACLE GARY: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Spectacle Gary Holdings,
LLC. A B3 was also assigned to the company's proposed $360 million
1st lien senior secured credit facility comprised of a $10 million
5-year revolving credit facility (undrawn at close), a $325 million
6-year senior secured term loan, and a $25 million 6-year delayed
draw term loan. The outlook is stable
Proceeds from the credit facility along with cash equity
contributions totaling $85 million and certain asset contributions
will be used by the company to fund the construction of Hard Rock
Northern Indiana, a new land-based casino in Gary, and refinance
existing debt at Spectacle. Spectacle is partnering with Seminole
Hard Rock International, LLC ("Hard Rock") to develop this new
land-based casino.
Spectacle Gary, LLC, a private company, currently owns and operates
Majestic Star I and II under two gaming licenses in Buffington
Harbor, Indiana. On May 8, 2019, Indiana approved House Bill 1015,
which allows Spectacle to transfer one of its existing two licenses
to a new, land-based location and relinquish its remaining license
back to the state. The casino development has a $252 million
development budget and a 14-month timeline. Hard Rock Northern
Indiana will feature a 72,000 square foot full-service casino with
1,650 slots and 80 tables, and 2,000 seat Hard Rock Live!
Entertainment venue.
Assignments:
Issuer: Spectacle Gary Holdings, LLC
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)
Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B3 (LGD4)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B3
(LGD4)
Outlook Actions:
Issuer: Spectacle Gary Holdings, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Positive consideration is given to Spectacle's affiliation with the
highly successful and recognizable Hard Rock brand. The Hard Rock
brand is owned by Seminole Hard Rock Entertainment, Inc. (Ba2
stable), which in turn is owned by the Seminole Tribe of Florida
(Baa2 stable), a well-known and highly successful tribal and
commercial casino developer and operator. Also considered is
Spectacle's heavily populated primary market, along with the
competitive advantages it will have given its easy access off a
major highway, and the fact that the casino will be the first new
casino development in the Chicagoland gaming market in over 8 years
and first land-based casino in that market.
Moody's estimate of Spectacle's first full year of operations
supporting the B3 Corporate Family Rating include net revenue of
between $325 and $350 million, EBITDA net of management fees at
between $85 million and $95 million. This translates into a first
year debt/EBITDA estimate of less than 4.0 times.
Key credit concerns include the prospective nature of the rating in
that the casino is under construction and will not be generating
earnings until its scheduled opening in about 14 months from now.
The inherent risks associated with Spectacle's relatively small and
single asset profile are also considered a risk. Additionally, the
B3 Corporate Family Rating also acknowledges that a significant
amount of casino supply already exists in near Spectacle's primary
market area, and increased competition remains a possibility. As a
result, Hard Rock Northern Indiana will be competing for customers
with other established casinos.
The B3 rating assigned to Spectacle's $360 million credit facility
is the same as the company's B3 Corporate Family Rating given that
the debt will comprise almost all of its pro forma capital
structure.
The stable outlook considers the fully-funded nature of the
development as Spectacle will have sufficient funds to complete
construction, including an interest reserve that extends four
months beyond the construction period and the appropriate level of
contingencies reserves typically provided for this type of
development project. The stable outlook also considers the funding
disbursement and monitoring requirement of the project, the highly
regulated aspect of casino gaming, and the public and independent
state mandated monthly gaming revenue reporting requirements, all
three of which provide a good level of transparency and
governance.
Ratings improvement is not expected during the construction period.
However, once construction is complete, Spectacle's ratings can
improve shortly after it opens if early results suggest that it can
achieve and maintain debt/EBITDA in its first full year of
operation in the range of 4.0 to 4.5 times. Ratings could be
downgraded if Spectacle's casino project experiences significant
cost over-runs or construction delays. Beyond the construction
period, ratings could be downgraded if the ramp-up performance of
Hard Rock Northern Indiana is materially below Moody's stated
expectations for any reason.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
SPENGLER PLUMBING: Granted Cash Access Thru Plan Confirmation Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
authorizes Spengler Plumbing Co., Inc., to use cash collateral of
Bank of Belleville nunc pro tunc to July 19, 2019, through the
earlier of the date of entry of a Chapter 11 Plan confirmation or
an event of default.
As adequate protection, the Court grants Belleville Bank a
continuing lien and replacement lien on the Debtor's assets to the
extent of its interest in the Debtor. The Debtor will pay the Bank
a total of $8,699.14 monthly on three prepetition loans beginning
Sept 2019.
The Debtor will use the cash collateral to pay for operating
expenses.
About Spengler Plumbing Company
Founded in 1971, Spengler Plumbing Company, Inc. specializes in
plumbing and HVAC services.
Spengler Plumbing Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-30958) on July 19,
2019. At the time of the filing, Spengler Plumbing disclosed
assets of between $1 million and $10 million and liabilities of the
same range. The case has been assigned to Judge Laura K. Grandy.
Spengler Plumbing is represented by Steven M. Wallace, Esq., at
Heplerbroom, LLC.
SYNCREON GROUP: S&P Lowers ICR to 'SD' Following Debt Exchange
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based logistics services provider Syncreon Group Holdings B.V.
to 'SD' (selective default) from 'CC', its issue-level ratings on
all exchanged senior secured debt claims to 'D' (default) from
'CC', and its recovery rating to '4' from '3'. At the same time,
S&P lowered the issue-level ratings on the senior unsecured notes
to 'D' from 'C'; the '6' recovery rating is unchanged.
The downgrade follows Syncreon's announced exchange of its existing
senior secured debt. This includes changing approximately $570
million under its term loans due 2020 and 2021 and $109 million
under its payment-in-kind revolving credit facility due 2020, into
a $225 million first-lien, second-out senior secured term loan, and
80% of the company's reorganized equity.
In addition, Syncreon exchanged its $225 million unsecured notes
due 2021 for 4.5% of reorganized equity, 10% warrants of
reorganized equity, and an additional 2.5% of reorganized equity to
noteholders that agreed to the terms three days before the
proceeding's convening hearing.
As well, Syncreon issued a $125.5 million first-lien, first-out
senior secured term loan, converting liquidity loans from an ad hoc
group of secured lenders and the additional drawdown of their
backstopped loan commitments.
The transaction was a U.K. scheme of arrangement and did not impair
the claims of trade creditors, customers, or claims under the
company's previous asset-backed loan (ABL) facility. Borrowings
under the latter were repaid in full, and a $135 million ABL
facility was established as a replacement.
S&P expects to raise the issuer credit rating over the next few
days to reflect Syncreon's revised capital structure. S&P expects
to assign ratings to the proposed senior secured term loans over
the coming days.
TRICO GROUP: S&P Alters Outlook to Positive, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Trico Group LLC to
positive from negative and affirmed its 'B' issuer credit rating on
the company and 'B' issue-level ratings on the existing term
loans.
Trico Group LLC has successfully completed numerous acquisitions
and leveraged its increased scale to profitably expand its product
offerings. Recent acquisitions include FRAM and ANCO, completed
February 2019, as well as Airtex and ASC, completed in December
2018. These acquisitions have increased the company's
diversification, both product-wise (water pumps, filters, and spark
plugs) and geographically (through Airtex and ASC's European
exposure). By leveraging its increased size to win added programs
and customers, as well as better bargaining power with Chinese
suppliers, S&P expects credit metrics to improve.
S&P's positive outlook reflects stronger credit metrics than
previously forecast and its belief that they will continue to
improve over the next 12 months, largely driven by cost-saving
initiatives and the absence of any missteps with recent
acquisitions.
"We could raise our rating on Trico during the next 12 months if
debt to EBITDA falls to and remains below 5x and free operating
cash flow (FOCF) to debt improves to above 10%. This would likely
be driven by the successful execution of cost-savings initiatives
and continued market share gains," S&P said.
"We could revise the outlook on Trico back to stable during the
next 12 months if debt to EBITDA rises above 5x and is not expected
to improve, and FOCF to debt is expected to remain below 5%. This
could occur if cost savings or organic growth do not materialize as
expected," S&P said.
UPPER ROOM BIBLE: CDW Asks Court to Direct Trustee Appointment
--------------------------------------------------------------
C.D.W. Services, LLC, filed a motion asking the Court to compel The
Upper Room Bible Church, Inc., to pay the total amount of
$535,822.22, or, in the alternative, direct the appointment of a
Chapter 11 trustee or convert the Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.
The Debtor assumed an executory construction contract for labor,
materials, repairs and renovations to UBC's immovable property
located at 5134 Paris Avenue, New Orleans, Louisiana 70122. On or
about October 27, 2016, UBC signed a construction contract with
CDW, to provide labor, materials, and other services for the
restoration and repair of the Paris Avenue Property.
On December 9, 2016, UBC filed an amended list of creditors to list
CDW as a creditor.
Thereafter, on December 9, 2016, UBC Amended Schedule G, Executory
Contracts, of its proposed Chapter 11 Plan of Reorganization to
include the CDW Contract.
Pursuant to the provisions of the CDW Contract, CDW was entitled to
submit monthly applications for payment, and UBC was required to
pay CDW within 45 days of approval by the project architect, Perez
and Associates.
In addition to the outstanding amounts owed for Pay Applications 8,
11, 12, 15, 17, 18, and 19, CDW is also owed payment for amounts
set forth in the recently submitted Pay Applications 20 and 21,
which were submitted to UBC on September 9, 2019.10 23. Pay
Application 20 includes a request for payment in the amount of
$20,389.21 for change order work performed by CDW that was never
paid by UBC.
However, it is unclear what UBC did with these funds as these funds
are not referenced as being deposited into one of the UBC
accounts.22 CDW Demands Payment from UBC & Then Stops Work for
Non-Payment.
On December 5, 2018, counsel for CDW sent written correspondence to
UBC, making demand for payment, and advising, inter alia, that CDW
would stop work as a result of UBC's non-payment.
The Bankruptcy Code section 1104 establishes two independent
grounds for the appointment of a trustee.
CDW asserts that the benefits of the appointment of a chapter 11
trustee to the creditors of UBC would greatly outweigh the burden
to UBC from such appointment. Among other things, the appointment
of a trustee is needed to resolve the remaining disputes and
address lack of payment to CDW. A trustee would provide critical
creditor parties, including CDW, with the assurance that a truly
independent fiduciary was managing UBC.
Therefore, CDW asks requests that this Court enter an order
pursuant to Bankruptcy Code section 1104(a) ordering: (A) the
United States Trustee (i) after consultation with the interested
parties, to appoint one disinterested person as a Chapter 11
trustee in this case under Bankruptcy Code section 1104(a); and
(ii) to seek approval of such appointment from this Court in
accordance with Bankruptcy Code section 1104(d); and (B) UBC to
cooperate with the Chapter 11 trustee and immediately turn over to
the Chapter 11 trustee all records and property of the estate in
its possession or control as directed by the chapter 11 trustee.
In the alternative, and to the extent that the Court determines
that conversion of this UBC bankruptcy case is in the best
interests of creditors and will lead to a more efficient resolution
of this UBC bankruptcy case and the related disputes detailed
herein, CDW respectfully requests that the Court enter an order
pursuant to Bankruptcy Code.
Attorney for CDW:
Frank A. Milanese, Esq.
650 Poydras Street, Suite 2600
New Orleans, Louisiana 70130
Telephone: (504) 588-1400
Facsimile: (504) 588-1402
Email: milaneseplc@gmail.com
About The Upper Room Bible Church
The Upper Room Bible Church, Inc. filed a Chapter 11 petition
(Bankr. E.D. La. Case No. 16-12757), on November 8, 2016,
disclosing under $1 million in both assets and liabilities. The
petition was signed by Herbert H. Rowe, Jr. Judge Jerry A. Brown
presides over the case.
The Debtor is represented by P. Douglas Stewart, Jr., Esq., Brandon
A. Brown, Esq., and Ryan J. Richmond, Esq., of Stewart Robbins &
Brown, LLC. Curtis A. Moret, Jr., LLC serves as accountant.
On May 8, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
VIANT MEDICAL: S&P Lowers ICR to 'B-'; Ratings on Watch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Viant and its issue-level rating on its first-lien debt to 'B-'
from 'B' and lowered the issue-level rating on its second-lien debt
to 'CCC' from 'CCC+'.
S&P is also placing all ratings on CreditWatch with negative
implications to reflect the uncertainty regarding Viant's ability
to meaningfully improve its free cash flows in the coming
quarters.
The downgrade and the CreditWatch placement reflect a material
deterioration in the company's liquidity position in the second and
third quarters of 2019 and the risk that it will not be able to
recover its collection enough to meet the upcoming payments.
The CreditWatch placement reflects the short-term risk of a payment
default over the next quarter if collections do not materially
improve or the company experiences an operational shortfall and
does not slash capital spending. While S&P believes the company has
the liquidity to meet its Sept. 30, 2019 interest and debt
amortization payment, improved cash flow over the near term is
critical in meeting the roughly $17 million in payments due Dec.
30, 2019.
WHITEWATER: Creditors to Get Full Payment From Sale Proceeds
------------------------------------------------------------
Whitewater/Evergreen Operations, LLC, SWD, LLC, EFSWD 1, LLC, PH
Grinders, LLC and Six Pack Energy, LLC, filed with the U.S.
Bankruptcy Court for the District of Colorado to accompany their
Amended Joint Plan of Liquidation and explanatory Disclosure
Statement.
Following extensive arms' length negotiations among the Debtors and
HBC Whitewater, LLC, the Plan is supported by the Debtors and the
HBC as plan proponents.
The Plan provides for the liquidation of the Debtors' estates under
Chapter 11 of the Bankruptcy Code.
The Plan is based upon a means to address creditor claims through:
(1) the distribution of cash that was obtained from the sale of
the Debtors' interests in the wells and which is currently held in
the Bankruptcy Court's registry and
(2) the prosecution of the Transferee Adversary Proceeding by a
Liquidating Trust, subject to the Plan and Liquidating Trust
Agreement.
The Liquidating Trust will be established under the Plan as of the
Plan Effective Date.
The HBC Motions to appoint a trustee in the chapter 11 cases and
the motion to dismiss will be dismissed. The parties to the
Transferee Adversary Proceeding will have a 45 day period to settle
the litigation before a mediator in Dallas, Texas, and if the
matter cannot be settled, the Liquidating Trust will be entitled to
pursue the Causes of Action in the Court.
Each holder of an allowed general unsecured claim (Class 4) will
have the option to elect on its ballot to: (a) indefeasibly
receive, on a Debtor-by-Debtor basis, (1) its Pro Rata share of
Liquidating Trust Interests and (2) a Distribution shared Pro Rata
with holders of HBC Whitewater Claims (Class 3) of the Effective
Date Cash as set forth in Section 7.1(b) of the Plan, or (b) treat
its allowed General Unsecured Claim as a Convenience Class Claim
(Class 5) by releasing any Claims it holds in excess of $3,000.
Unsecured claims not exceeding $3,000 (Class 5) will be paid in
full.
A full-text copy of the disclosure statement dated September 26,
2019, is available at https://tinyurl.com/y4cbbb5f from
PacerMonitor.com at no charge.
About Whitewater/Evergreen
Whitewater/Evergreen Operations, LLC owns 50% interest in Fowlerton
Salt Water Disposal Well. EFSWD 1 has 43% ownership interest in
Cheapside Salt Water Disposal Well. SWD, LLC has 37% ownership
interest in EFSWD 1.
Whitewater/Evergreen Operations, LLC, (Bankr. D. Colo. Case No.
18-14535), SWD, LLC, (Bankr. D. Colo. Case No. 18-14537) and EFSWD
1, LLC (Bankr. D. Colo. Case No. 18-14542) filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code on
May 24, 2018. Another affiliate, PH Grinders, LLC, filed for
Chapter 11 (Case No. 18-14696) on May 30, 2018. The petitions were
signed by Ben R. Doud, as their manager.
The proceedings are jointly administered under
Whitewater/Evergreen's case. The cases are assigned to the Hon.
Kimberley H. Tyson.
Whitewater/Evergreen Operations disclosed $8 million in assets
against $11.6 million in liabilities as of the bankruptcy filing.
Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtors'
counsel.
[^] BOND PRICING: For the Week from Sept. 30 to Oct. 4, 2019
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Acosta Inc ACOSTA 7.750 4.551 10/1/2022
Acosta Inc ACOSTA 7.750 4.393 10/1/2022
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 7.875 15.000 12/15/2024
Approach Resources Inc AREX 7.000 32.594 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Blackstone Holdings
Finance Co LLC BX 5.875 104.884 3/15/2021
Blackstone Holdings
Finance Co LLC BX 5.875 105.070 3/15/2021
Bon-Ton Department
Stores Inc/The BONT 8.000 10.375 6/15/2021
Bristow Group Inc BRS 6.250 5.900 10/15/2022
Bristow Group Inc BRS 4.500 19.500 6/1/2023
California
Resources Corp CRC 5.500 44.298 9/15/2021
California
Resources Corp CRC 8.000 46.905 12/15/2022
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 6.000 0.894 5/15/2024
Chaparral Energy Inc CHAP 8.750 40.770 7/15/2023
Chaparral Energy Inc CHAP 8.750 41.117 7/15/2023
Chukchansi Economic
Development Authority CHUKCH 9.750 60.000 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 60.000 5/30/2020
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 12.000 25.625 11/1/2021
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 6.375 1.100 3/15/2024
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Denbury Resources Inc DNR 5.500 47.373 5/1/2022
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 9.375 2.610 5/1/2024
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 8.000 1.910 2/15/2025
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 0.354 9/1/2022
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 9.375 2.678 5/1/2024
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 0.270 9/1/2022
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 8.000 1.884 2/15/2025
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 0.270 9/1/2022
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Federal Home Loan Banks FHLB 2.150 99.100 9/16/2026
Federal Home Loan Banks FHLB 2.500 99.430 1/8/2021
Federal Home Loan Banks FHLB 2.000 99.350 10/13/2026
Federal Home Loan Banks FHLB 2.700 99.507 11/30/2026
Federal Home Loan Banks FHLB 2.700 99.587 8/28/2026
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 74.042 6/15/2020
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 74.693 6/15/2020
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 5.566 4/1/2023
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 5.566 4/1/2023
Frontier
Communications Corp FTR 8.500 54.971 4/15/2020
Frontier
Communications Corp FTR 10.500 48.714 9/15/2022
Frontier
Communications Corp FTR 8.750 48.192 4/15/2022
Frontier
Communications Corp FTR 6.250 45.543 9/15/2021
Frontier
Communications Corp FTR 8.875 51.230 9/15/2020
Frontier
Communications Corp FTR 9.250 45.964 7/1/2021
Frontier
Communications Corp FTR 10.500 48.297 9/15/2022
Frontier
Communications Corp FTR 10.500 52.500 9/15/2022
Global Eagle
Entertainment Inc ENT 2.750 47.117 2/15/2035
Goodman Networks Inc GOODNT 8.000 50.500 5/11/2022
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Halcon Resources Corp HKUS 6.750 9.875 2/15/2025
Halcon Resources Corp HKUS 6.750 9.598 2/15/2025
Halcon Resources Corp HKUS 6.750 9.625 2/15/2025
Halcon Resources Corp HKUS 6.750 11.500 2/15/2025
Halcon Resources Corp HKUS 6.750 9.625 2/15/2025
High Ridge Brands Co HIRIDG 8.875 3.454 3/15/2025
High Ridge Brands Co HIRIDG 8.875 3.454 3/15/2025
Hornbeck Offshore
Services Inc HOS 5.000 44.267 3/1/2021
Hornbeck Offshore
Services Inc HOS 5.875 55.558 4/1/2020
Hornbeck Offshore
Services Inc HOV 8.000 95.530 11/1/2019
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 3.000 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 2.788 12/1/2021
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 2.760 9/20/2023
Lehman Brothers Inc LEH 7.500 1.847 8/1/2026
MAI Holdings Inc MAIHLD 9.500 45.400 6/1/2023
MAI Holdings Inc MAIHLD 9.500 45.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 44.495 6/1/2023
MF Global Holdings Ltd MF 6.750 14.750 8/8/2016
MF Global Holdings Ltd MF 9.000 14.750 6/20/2038
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.250 7/1/2026
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 17.023 5/1/2024
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 17.119 5/1/2024
Murray Energy Corp MURREN 11.250 7.462 4/15/2021
Murray Energy Corp MURREN 9.500 5.873 12/5/2020
Murray Energy Corp MURREN 11.250 7.878 4/15/2021
Murray Energy Corp MURREN 9.500 5.873 12/5/2020
NWH Escrow Corp HARDWD 7.500 57.843 8/1/2021
NWH Escrow Corp HARDWD 7.500 57.843 8/1/2021
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group LLC /
Mariposa Borrower
/ NMG NMG 8.000 26.553 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group LLC /
Mariposa Borrower
/ NMG NMG 8.750 30.147 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group LLC /
Mariposa Borrower
/ NMG NMG 8.750 30.303 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group LLC /
Mariposa Borrower
/ NMG NMG 8.000 26.660 10/25/2024
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 4.000 5/15/2019
Northwest Hardwoods Inc HARDWD 7.500 58.816 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 58.816 8/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pioneer Energy
Services Corp PESX 6.125 37.984 3/15/2022
Powerwave
Technologies Inc PWAV 1.875 0.109 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.109 11/15/2024
Pyxus International Inc PYX 9.875 62.611 7/15/2021
Pyxus International Inc PYX 9.875 60.263 7/15/2021
Pyxus International Inc PYX 9.875 60.263 7/15/2021
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rolta LLC RLTAIN 10.750 9.112 5/16/2018
Sable Permian
Resources Land LLC /
AEPB Finance Corp AMEPER 7.125 16.679 11/1/2020
Sable Permian
Resources Land LLC /
AEPB Finance Corp AMEPER 7.375 14.750 11/1/2021
Sable Permian
Resources Land LLC /
AEPB Finance Corp AMEPER 7.375 15.049 11/1/2021
Sable Permian
Resources Land LLC /
AEPB Finance Corp AMEPER 7.125 16.104 11/1/2020
Sanchez Energy Corp SNEC 6.125 5.500 1/15/2023
Sanchez Energy Corp SNEC 7.750 5.500 6/15/2021
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 12.125 10/15/2018
Sears Holdings Corp SHLD 6.625 13.961 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.060 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 6.500 1.044 12/1/2028
Sears Roebuck
Acceptance Corp SHLD 7.000 1.068 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 1.044 1/15/2028
Sempra Texas
Holdings Corp TXU 5.550 13.500 11/15/2014
Sempra Texas
Holdings Corp TXU 9.750 93.750 10/15/2019
Stearns Holdings LLC STELND 9.375 48.555 8/15/2020
Stearns Holdings LLC STELND 9.375 48.555 8/15/2020
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 23.249 6/1/2022
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 23.249 6/1/2022
Techniplas LLC TECPLS 10.000 85.625 5/1/2020
Techniplas LLC TECPLS 10.000 85.327 5/1/2020
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE TSLAEN 3.600 86.473 3/19/2020
Transworld Systems Inc TSIACQ 9.500 25.486 8/15/2021
Transworld Systems Inc TSIACQ 9.500 25.486 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc UPL 7.125 8.001 4/15/2025
Ultra Resources Inc UPL 6.875 7.375 4/15/2022
Ultra Resources Inc UPL 6.875 7.226 4/15/2022
Ultra Resources Inc UPL 7.125 8.183 4/15/2025
Unum Group UNM 3.000 101.289 5/15/2021
VIVUS Inc VVUS 4.500 78.628 5/1/2020
Versum Materials Inc VSM 5.500 108.416 9/30/2024
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 45.862 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 47.214 4/15/2023
Weatherford
International LLC WFT 9.875 35.500 3/1/2025
Weatherford
International LLC WFT 9.875 34.972 3/1/2025
Weatherford
International LLC WFT 9.875 34.972 3/1/2025
Windstream Services
LLC / Windstream
Finance Corp WIN 7.500 22.000 6/1/2022
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 20.380 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 20.380 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 22.000 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 19.760 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 20.522 10/15/2020
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 21.046 10/1/2021
rue21 inc RUE 9.000 1.428 10/15/2021
*********
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 ***