/raid1/www/Hosts/bankrupt/TCR_Public/191030.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 30, 2019, Vol. 23, No. 302
Headlines
84 LUMBER CO: Moody's Rates New $310MM Sec. Term Loan 'B3'
ADVANCED GREEN INNOVATIONS: U.S. Trustee Forms 5-Member Committee
AGERA ENERGY: Court Approves Postpetition Supply Facility
AMADO AMADO: Court Confirms Chapter 11 Plan
ART AND ARCHITECTURE: Chrismas Claims Ecriture, Objects to Sale
ATI DALLAS: Exclusive Plan Filing Period Extended Through Nov. 22
AVENUE STORES: Sale Proceeds Sufficient to Pay All Obligations
BAR-S MACHINE: U.S. Trustee Unable to Appoint Committee
BEAZER HOMES: Fitch Withdraws 'B-' LT Issuer Default Rating
BLACKHAWK MINING: Court Approves $35M Additional Financing
BLUE EAGLE: Blue Smash Selling 4 Blount County Parcels for $124K
BRETHREN HOME: Sets Bidding Procedures for Business & Property
BVS CONSTRUCTION: Nov. 19 Plan Confirmation Hearing Set
CAMBER ENERGY: Effects One-for-Fifty Reverse Stock Split
CAMBRIAN HOLDING: Jackson Kelly Represents Multiple Entities
CAMBRIAN HOLDING: Wyatt Tarrant Represents Multiple Parties
CEDAR HAVEN: Amends Bidding Procedures; Proposes Nov. 21 Auction
CFO MGMT: Trustee's $3.5M Sale of Frisco Property Approved
CHILLER SERVICES: Case Summary & 20 Largest Unsecured Creditors
COMMUNITY REDEVELOPER: Case Summary & 20 Top Unsecured Creditors
CONSOLIDATED MFG: Hoffman Buying Assets for $172K
COUNTRY CLUB: Plan Payments to be Funded by Galardi
CP #1109 LLC: Continental Motors Objects to Disclosure Statement
DATTA MANGLAM: Plan & Disclosure Statement Due Oct. 31
DELUXE ENTERTAINMENT: $115M DIP Facility Approved
EB HOLDINGS: Plan Confirmation Hearing Rescheduled to Dec. 4
EMC CORP: Moody's Withdraws Ba2 Bond Rating on Lacking Info
EMERGE ENERGY: U.S. Trustee Objects to Plan Confirmation
EMPORIA PROPERTY: Seeks to Hire Ten-X LLC as Auctioneer
FAVALORA PROPERTIES: Court Conditionally Approves Disclosure Statem
FIREBALL REALTY: Seeks to Extend Exclusivity Period Through Dec. 28
FOREVER 21: Texas Taxing Objects to Priming of Liens
FURIE OPERATING: Court Approves DIP Motion
GAETANO ENTERPRISES: Seeks to Hire AWG Hudson as Accountant
GATHERING PLACE: Says Plan Is Feasible, Seeks Approval
GEIST SPORTS ACADEMY: Hires London Witte as Accountant
GNC HOLDINGS: Incurs $2.41 Million Net Loss in Third Quarter
GULF COAST: $7.8M Sale of All Assets to AW Real Approved
HIDALGO EMERGENCY SERVICE: Hires Jordan Holzer as Bankr. Counsel
HOACTZIN PARTNERS: Case Summary & 20 Largest Unsecured Creditors
ICON EYEWEAR: Nov. 4 Meeting to Form Creditors' Panel Cancelled
INPIXON: Iliad Research Swaps $195,000 Note for Equity
JAGGED PEAK: U.S. Trustee Forms 5-Member Committee
JULIETTE FALLS: Renasant BankSays Plan Not Confirmable
LARRY E. PARRISH: U.S. Trustee Unable to Appoint Committee
LEVEL HOME: Unsecureds to be Paid in Full in 10 Years
LONG BLOCKCHAIN: Enters Into Non-Binding LOI to Merge with Stran
LUCKY BUMS: Case Summary & 20 Largest Unsecured Creditors
MAGNOLIA LANE CONDOMINIUM: Case Summary & 4 Unsecured Creditors
MATTRESS RESOLUTION: UCC Revises Disclosures to Resolve Objection
NEW ENERGY: Seeks to Hire Cardona Jimenez as Counsel
NORTIS INC: Seeks to Hire Anthony J. Neupert as Financial Advisor
NORTIS INC: Seeks to Hire Karr Tuttle as Legal Counsel
NSM TOP HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable
OASIS PETROLEUM: S&P Affirms 'B+' Issuer Credit Rating
ORCHIDS PAPER: Dec. 11 Hearing on Debtors' Plan & Disclosures
ORCHIDS PAPER: Responds to Objections to Plan Releases
ORIGINAL PUBLIC HOUSE: Hires Heard Ary as Bankruptcy Counsel
PARHELION INC: Sanderson Law Firm Represents Multiple Creditors
PG&E CORP: Jones Day Updates Shareholders List for 4th Time
PG&E CORP: Subrogation Claimants Update Holdings for 5th Time
PG&E CORP: Unsec. Noteholders Group Update List for 2nd Time
PG&E CORPORATION: Schulte, Bienert Represent Utility Bondholders
PIXIUS COMMUNICATIONS: U.S. Trustee Forms 3-Member Committee
POET TECHNOLOGIES: Shareholders Approve Sale of DenseLight
PURDUE PHARMA: ASK LLP Represents Individual Victims
PURDUE PHARMA: Tarter Krinsky Represents NAS Babies
REGIONAL SITE: Case Summary & 16 Unsecured Creditors
RIVERBEND FOODS: Form & Manner of Notice on Sale of Assets Approved
ROBERTS PROPERTY: U.S. Trustee Unable to Appoint Committee
ROYAL ALICE PROPERTIES: Employs Patrick Gros as Accountant
S&C TEXAS: Unsecureds to Get 50% via Monthly Payments
SENIOR CARE: Transfer of San Antonio Nursing Facilities Approved
SERVICEMASTER GLOBAL: S&P Alters Outlook to Stable
SEVERIN ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable
SIGNET CAPITAL PARTNERS: Hires David Steffensen as Counsel
SPORTCO HOLDINGS: Further Fine-Tunes Disclosure Statement
SPORTCO HOLDINGS: Says Wellspring, Insider, Not Entitled to Release
STRAIGHT UP: Unsecureds to Recover 46% in 4 Years
SUPER PROPERTY: Case Summary & 20 Largest Unsecured Creditors
SUZANNE FERRY: $1M Sale of St. Pete Beach Property Approved
SUZANNE FERRY: $880K Sale of St. Pete Beach Property Approved
TEVOORTWIS LAND: Case Summary & 4 Unsecured Creditors
TIRAMISU RESTAURANT: Plan Payments to be Funded by Operations
TORNANTE-MDP JOE: S&P Alters Outlook to Stable, Affirms 'B-' ICR
TWO COOKS: $225K Sale of Pantego Property to Spears Approved
UNION GROVE: U.S. Trustee Unable to Appoint Committee
UNITY ENTERPRISES: U.S. Trustee Unable to Appoint Committee
VERSANT HEALTH: S&P Affirms 'B' Long-Term Issuer Credit Rating
VICTORIA PUNTANILLA: Unsecureds to Be Paid in Full in 5 Years
W&T OFFSHORE: S&P Affirms B- Issuer Credit Rating; Outlook Stable
WAYNE BAILEY: Martyn, Hendrick Represent Multiple Creditors
WESTWIND MANOR: Seeks to Extend Exclusivity Period Through Jan. 28
WEWORK COMPANIES: Fitch Affirms CCC+ IDR, Outlook No Longer Neg.
YUETING JIA: U.S. Trustee Forms 5-Member Committee
[*] Bankruptcy Filings Increase Slightly
*********
84 LUMBER CO: Moody's Rates New $310MM Sec. Term Loan 'B3'
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to 84 Lumber
Company's proposed $310 million senior secured term loan maturing
2026. Proceeds from the proposed term loan will be used to pay off
the company's existing senior secured term loan maturing 2023 (B3).
84 Lumber's B1 Corporate Family Rating and B1-PD Probability of
Default Rating are not affected by the proposed transaction. The
outlook remains stable.
Moody's views the proposed transaction as credit positive, since 84
Lumber is extending its maturity profile in a leverage-neutral
transaction. Following the closing of the transaction, there will
be no significant maturities until 2024, the year to which the
company's asset-based revolving credit facility (unrated) is also
being extended. The asset based revolver currently expires in
2021.
Assignments:
Issuer: 84 Lumber Company
Senior Secured Bank Credit Facility (Local Currency), Assigned B3
(LGD5)
RATINGS RATIONALE
84 Lumber's B1 Corporate Family Rating reflects Moody's
expectations of ongoing sound operating performance. Moody's
projects adjusted operating margin in the range of 3.0% - 6.0%
through 2020. Moody's also forecasts adjusted debt to LTM EBITDA of
2.9x by December 31, 2020. Sound fundamentals in new home
construction, 84 Lumber's main revenue driver, support growth. The
extended maturity profile and revolver availability enhance
liquidity and further support the company's credit profile.
However, ongoing cash dividends currently constrain the company's
credit profile. Also, 84 Lumber operates in highly competitive and
cyclical markets, which could create operating and financial
pressures in a downturn.
The company's financial strategy includes large annual dividends
for the majority owner, who is also the President of the company,
and another family member, making it difficult for 84 Lumber to
generate and retain free cash flow.
The stable outlook reflects Moody's expectations that 84 Lumber
will continue to perform well over the next 18 months, resulting in
leverage remaining below 4.0x. Moody's also expects industry
fundamentals will support growth over the same time horizon.
The rating could be upgraded if (all ratios include Moody's
standard adjustments):
-- Debt-to-EBITDA is sustained below 3.0x
-- Operating margin is maintained above 5.0%
-- A good liquidity profile is preserved
-- Ongoing positive trends in end markets fuel sustained organic
growth
The rating could be downgraded if:
-- Operating margin is trending towards 3.0%
-- Debt-to-EBITDA is expected to stay above 4.0x
-- The company's liquidity profile deteriorates
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
84 Lumber Company, headquartered in Eighty Four, Pennsylvania, is a
national supplier of lumber, building materials and construction
services for new residential construction. Trusts for the benefit
of Ms. Margaret Hardy-Knox are the beneficial owners, owning nearly
95% of 84 Lumber. Revenue for the 12 months ended September 29,
2019 was about $3.8 billion. 84 Lumber is privately owned and does
not disclose financial information publicly.
ADVANCED GREEN INNOVATIONS: U.S. Trustee Forms 5-Member Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 28, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Advanced Green Innovations LLC and its
affiliates.
The committee members are:
(1) National Fuel Solutions, LLC
Attention: Tim Hammer
25817 N. Lawler Loop
Phoenix AZ 85083
Phone: 602-695-6100
Timathammerhomes@gmail.com
(2) Sustainable Power Solutions, LLC
Attention: Laurence B. Tree II
3104 E, Camelback Road, #611
Phoenix AZ 85016
Phone: 602-999-8207
lbtree2@gmail.com
(3) Donal O'Flynn
1A The Gate, Robswall
Malahide, CO.
Dublin, IRELAND K36 VP68
Phone: +353863303694
donalpauloflynn@gmail.com
(4) NorCal Green Energy, LLC
Attention: Steve Adelson
4133 N. Jakate Rd.
Scottsdale AZ 85251
Phone: 480-205-1335
sadelson@lifestyledevelopmentco.com
(5) Distributed Power Solutions-Dakotas, LLLP
Attention: Dwight Keller
8924 E. Pinnacle Peak Rd., Ste G5-653
Scottsdale AZ 85255
Phone: 480-540-7612
emaildsk@cox.net
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 Advanced Green
Advanced Green Innovations LLC and its subsidiaries are clean
energy companies developing and commercializing an array of green
technologies.
Advanced Green Innovations, LLC, ZHRO Power, LLC, and ZHRO
Solutions, LLC, sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-11766, 19-11768, and 19-11771) on Sept. 16, 2019.
In the petitions signed by Terry Kennon, president, Advanced Green
and ZHRO Solutions were each estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities; and ZHRO Power
was estimated to have up to to $50,000 in assets and $10 million to
$50 million in liabilities.
The Debtors tapped Michael W. Carmel, Ltd. as their bankruptcy
counsel, and Jaburg & Wilk, P.C. as special counsel.
Counsel for CH4 Power, LLC, the DIP Lender, and the Ad Hoc
Committee of Creditors are Thomas J. Salerno, Esq., Alisa C. Lacey,
Esq., Christopher C. Simpson, Esq., and Anthony P. Cali, Esq., at
Stinson LLP.
AGERA ENERGY: Court Approves Postpetition Supply Facility
---------------------------------------------------------
Agera Energy LLC and certain of its affiliates sought entry of
order authorizing use of cash collateral and granting the
Postpetition Supply Facility. On Oct. 8, 2019, Judge Robert D.
Drain ordered that:
* The Motion is granted on an interim basis as set forth herein,
and subject to the terms of this Interim Order, (i) the use of Cash
Collateral on an interim basis is authorized and (ii) the
Postpetition Supply Facility is authorized and approved.
* Subject to the terms and conditions of this Interim Order, the
Debtors are authorized to use Cash Collateral for the period from
the Petition Date through the date which is the earlier to occur of
(i) an Event of Default, or (ii) entry of the Final Order.
* Subject to the provisions of this Interim Order, Cash
Collateral may be used during the Specified Period by the Debtors
to: (i) finance any and all working capital needs solely of the
Debtors and for any other general corporate purposes of the Debtors
(and not for or by any other affiliated non-Debtor entities); and
(ii) pay related transaction costs, fees, liabilities and expenses
(including all professional fees and expenses) and other
administration costs.
* Subject to the terms of the Interim Order, the Prepetition
Secured Parties are deemed to have consented to the imposition of
the priming liens contained in the Postpetition Supply Agreement.
A full-text copy of the order dated Oct. 8, 2019, is available at
https://tinyurl.com/y589cg9q from PacerMonitor.com at no charge.
About Agera Energy
Established in 2014, Agera Energy -- http://www.ageraenergy.com/--
is a retail energy supplier offering a one-stop-shop for energy
supply, efficiency and audit services. Serving a national
footprint of customers, the company supplies residential and
business customers, ranging from the smallest apartments to the
largest industrial users, with electricity and natural gas. With
best-in-class energy solutions, Agera Energy focuses on its
customers so they can focus on their homes and businesses.
AMADO AMADO: Court Confirms Chapter 11 Plan
-------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico convened a hearing on Oct. 9, 2019 for the
Amended Chapter 11 Plan of Debtors Amado Amado Salon & Body Corp.
and Amado Salon de Belleza Inc. dated May 29, 2019.
According to the case docket, there were no objections to the
confirmation of the plan. In light of Debtor's representation in
open court and based on the proffers made in the 1129 Statement,
the Amended Plan dated 5/29/2019 is CONFIRMED, Judge Flores ruled.
As reported in the TCR, Amado Amado Salon & Body Corp. and Amado
Salon de Belleza Inc. filed an amended Chapter 11 Plan and
Disclosure Statement. General Unsecured Creditors owed $1,078.788
will receive from Consolidated Debtor a non-negotiable, interest
bearing at 3.25% annually, promissory note dated as of the
Effective Date. Creditors in this class shall receive total
repayment of 5% of their claimed or listed debt which equals
$53,939.40 to be paid pro rata to all allowed claimants under this
class. Unsecured Creditors will receive 10 semiannual payments in
the amount of $5,891.11 to be distributed pro rata among them, for
the term of 10 semiannual periods beginning Sept. 1, 2019.
A full-text copy of the Amended Disclosure Statement dated May 29,
2019, is available at https://tinyurl.com/y54urdce from
PacerMonitor.com at no charge.
About Amado Amado Salon & Body Corp.
Amado Amado Salon & Body Corp. and Amado Salon De Belleza, Inc. are
privately-held companies in San Juan, Puerto Rico, engaged in the
beauty salon business. The Debtors first filed for Chapter 11
bankruptcy protection (Bankr. D.P.R. Case Nos. 14-10459 and
14-10460) on Dec. 23, 2014.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Lead Case No. 18-01144) on March 5, 2018. In
the petitions signed by Amado Navarro Elizalde, president, Amado
Amado Salon was estimated to have assets and liabilities of $1
million to $10 million; and Amado Salon De Belleza was estimated to
have assets and liabilities of less than $1 million. Judge Mildred
Caban Flores oversees the cases. Attorney for the Consolidated
Debtors is Gloria M. Justiniano Irizarry, Esq., in Mayaguez, Puerto
Rico.
ART AND ARCHITECTURE: Chrismas Claims Ecriture, Objects to Sale
---------------------------------------------------------------
Douglas Chrismas objects to the emergency motion for an order to
allow Plan Agent to sell the artwork of debtor Art & Architecture
Books of the 21st Century free and clear of disputed liens, claims
or interests attaching to the proceeds.
Before the Debtor existed, Mr. Park gifted the Ecriture to Mr.
Chrismas. The Motion validates Mr. Chrismas' contention that he
owns the Ecriture. As evidenced by letter from Mr. Park to Mr.
Chrismas dated July 22, 1998, Mr. Park gave the Ecriture to Mr.
Chrismas as a gift because he cherished their relationship and Mr.
Chrismas' continuous support. Sam Leslie concedes that there is no
record of any assignment or bill of sale transferring the
Ecriture.
In sum, Mr. Chrismas' ownership of the Ecriture is not in bona fide
dispute. Even if Mr. Chrismas' interest was in bona fide dispute,
the Plan Agent does not have the right to sell the Ecriture under
Section 363 of the Bankruptcy Code, which authorizes a trustee or
debtor in possession to sell property of the estate free and clear.
The Plan does not otherwise confer authority on the Plan Agent to
sell artwork free and clear of Mr. Chrismas' interests which the
Plan Agent contends are in bona fide dispute.
Assuming the Plan Agent has authority to sell the Post-Confirmation
Debtor's interest in assets pursuant to Section 363, Mr. Leslie
fails to establish that the PostConfirmation Debtor actually has an
interest in the Ecriture. As evidenced by the Park Letter, Mr. Park
gave the Ecriture to Mr. Chrismas as a gift. And Mr. Leslie is not
aware of any formal assignment or bill of sale transferring the
Ecriture.
A full-text copy of the objection dated Oct. 15, 2019, is available
at https://tinyurl.com/yyjxptbg from PacerMonitor.com at no
charge.
Douglas Chrismas is represented by:
Jonathan S. Shenson
Lauren N. Gans
SHENSON LAW GROUP PC
1901 Avenue of the Stars, Suite 1000
Los Angeles, California 90067
Telephone: 310-400-5858
E-mail: jshenson@shensonlawgroup.com
lgans@shensonlawgroup.com
About Art and Architecture
Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135. The petition was signed by Douglas Chrismas,
president. Judge Robert Kwan oversees the case. Joseph A.
Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves as
counsel. The Debtor reported $1 million to $10 million in assets
and $10 million to $50 million in debt.
ATI DALLAS: Exclusive Plan Filing Period Extended Through Nov. 22
-----------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas extended the exclusive period during which ATI
Dallas, LLC and ATI Mezz Dallas, LLC may file a plan of
reorganization through Nov. 22, and the deadline to solicit and
obtain acceptance of their plan through Jan. 21.
According to court dockets, the Debtors sought exclusivity
extension to allow a comprehensive marketing effort designed to
maximize the return to all stakeholders. These bankruptcy cases
were filed to allow the Debtors sufficient time to work to
stabilize the Property (a nine story Class A commercial office in
Addison, Texas) and to an extent cost efficient exit financing is
not secured, market and sell the Property. The Debtors have
determined that pursuing the potential sale of the Property is in
the best interest of the estate and are working with the current
lenders to establish deadlines for the consummation of the sales
process.
About ATI Dallas LLC
ATI Dallas LLC classifies its business as a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)). Its principal
assets are located at 16415 Addison Road, Addison, Texas.
ATI Dallas and ATI Mezz Dallas, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-33705)
on July 1, 2019. The petitions were signed by Charles Aque,
president. At the time of filing, Atti Dallas disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
T. Josh Judd, Esq., at Andrews Myers, P.C., is the Debtors'
counsel.
The Office of the U.S. Trustee on Aug. 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in these Chapter 11 cases.
AVENUE STORES: Sale Proceeds Sufficient to Pay All Obligations
--------------------------------------------------------------
PNC Bank, National Association, in its capacity as administrative
agent, responds to the objection of the U.S. Trustee to the motion
of debtors Avenue Stores, LLC, et al., for an order approving the
sale of e-commerce assets of Debtors. I
Each of the objections are already addressed by the terms of the
Final DIP Order, (a) which have already been approved by the Court,
(b) under which the Agent and Debtors have and continue to operate,
and (c) which the UST cannot now seek to modify or rewrite. In
addition, the result of the auction moots the UST's objection
because there will be sufficient sale proceeds to re-pay all
obligations owed to Agent and the DIP Lenders as well as all
administrative claims provided in the Budget.
The Final DIP Order provides that Agent's Prepetition ABL Liens and
DIP Liens are subject to any Senior Liens, and also provides for
the payment from sale proceeds of creditors holding senior liens.
The proposed sale order does not seek to strip away rights of
senior lienholders as provided in the Final DIP Order.
The UST's objection concerning the effect of paying all sale
proceeds to Agent while the Challenge Period has not expired is
also addressed in the Final DIP Order. Nothing in the proposed sale
order is intended to prevent the Committee from completing its
investigation into Agent's prepetition liens or otherwise impair
the challenge rights granted under the Final DIP Order.
Nothing in the proposed E-Commerce Sale seeks to modify or change
the rights and obligations of the Debtors and Agent under the terms
of the Final DIP Order and DIP Financing Documents, which have been
approved by the Court. The UST's Objection, however, appears to do
just that – ask the Court reconsider its findings and rulings in
Final DIP Order without any basis for doing so.
The PNC Bank is represented by:
BLANK ROME LLP
Regina Stango Kelbon
Gregory F. Vizza
1201 Market Street, Suite 800
Wilmington, Delaware 19801
Telephone: (302) 425-6400
Facsimile: (302) 428-5133
E-mail: Kelbon@BlankRome.com
Vizza@BlankRome.com
About Avenue Stores
Avenue has been a leader in the fashion industry for plus-size
clothing for over thirty years. The "Avenue" brand was founded in
1987 when national retailer Limited Brands, Inc. combined its
"Lerner Woman" store group with its "Sizes Unlimited" store group
and was subsequently spun off as an independent division and
renamed United Retail Group Inc. in 1989.
United Retail Group conducted an initial public offering in 1992
and operated as a public company that traded on NASDAQ under the
symbol "URGI" until November 2007, when it was acquired by VLP
Corporation, an affiliate of Redcats USA, Inc.
After the acquisition by Redcats USA, the company experienced
operating losses driven by sales declines in retail stores, which
led United Retail Group and certain of its affiliates to commence
bankruptcy proceedings (Bankr. S.D.N.Y. Lead Case No. 12-10405) on
Feb. 1, 2012. In a court-approved auction, Avenue Stores LLC
(formerly known as Ornatus URG Acquisition, LLC) purchased
substantially all of URG's assets. The sale closed on April 13,
2012.
Investment funds advised by Versa Capital Management, LLC, hold
indirectly approximately 99% of the Class A Units issued by Ornatus
Holdings, with the remaining Class A Units held by a third-party
investor. In addition to Class A Units, those same equity holders
hold 100% of the Class A-1 Units and Class B Units issued by
Ornatus Holdings.
On Aug. 16, 2019, Avenue Stores, LLC and three affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case
No.19-11842), disclosing that they intend to close all 255
brick-and-mortar store locations.
The new cases are pending before the Honorable Laurie Selber
Silverstein.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; BRG as financial advisor; Configure Partners LLC as
investment banker in connection with the sale of the E-commerce
business; and Prime Clerk LLC as claims agent. A joint venture by
Hilco Merchant Resources, LLC, and Gordon Brothers Retail Partners,
LLC, is conducting "going out of business" sales at the Debtors'
retail stores.
BAR-S MACHINE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Bar-S Machine Inc. as of Oct. 25, 2019,
according to the case docket.
About Bar-S Machine
Bar-S Machine Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 19-12864) on Oct. 8,
2019. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
The case is assigned to Judge Madeleine C. Wanslee. The Debtor's
legal counsel is Allen Barnes & Jones, PLC.
BEAZER HOMES: Fitch Withdraws 'B-' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings affirmed and withdrawn Beazer Homes USA, Inc.'s
ratings, including the company's Long-Term Issuer Default Rating of
'B-'. The ratings are being withdrawn with a Stable Outlook. As
communicated on Sept. 18, 2019, Fitch is withdrawing the ratings
for commercial reasons.
BZH's IDR is based on the company's execution of its business model
in the current housing environment, land policies and geographic
diversity. Risk factors include the cyclical nature of the
homebuilding industry, the company's high debt load and, although
improved, still-weak credit metrics, particularly its elevated
leverage (debt/capitalization of 71.3% and debt/EBITDA of 7.3x) and
its above-average exposure to the credit-challenged, entry-level
market (approximately 55% of BZH's customers are first-time
homebuyers).
KEY RATING DRIVERS
Deleveraging Strategy: Debt/EBITDA declined to 6.3x at fiscal
year-end 2018 compared with 7.8x, 8.9x and 12.1x at fiscal
years-end 2017, 2016 and 2015, respectively. The company reduced
debt by almost $300 million since fiscal year-end 2015 and also
grew EBITDA to more than $200 million in fiscal 2018 from $131
million in fiscal 2015. However, debt/EBITDA increased to 7.3x for
the LTM ending June 30, 2019 as EBITDA margins declined modestly
and debt levels increased relative to year-end levels due to
seasonal working capital.
Net debt/capitalization (excluding $100 million of cash classified
by Fitch as not readily available for working capital and
liquidity) stood at 71.3% at June 30, 2019 compared with 65.8% at
fiscal year-end 2018. The higher ratio is due to losses reported
this year relating to $148.6 million of inventory impairment
charges. Fitch expects this ratio will remain above 70% at the end
of fiscal 2019 and will settle between 65% and 70% at the end of
fiscal 2020.
Share Repurchases: In November 2018, the board approved a $50
million share-repurchase program (including $16.5 million allocated
to an accelerated repurchase program completed in November 2018).
Through the first nine months of fiscal 2019, the company
repurchased $34.6 million of its stock. Management initially
indicated that it would match the dollar value of its share
repurchases with reductions of its senior notes. More recently,
management said its debt reduction will exceed the dollar value of
its share repurchases. Fitch expects the company will complete the
repurchase authorization in the next 12 months.
Well-Laddered Debt Maturity: BZH completed several transactions
during the past 24 months that pushed out its debt maturities and
lessened refinancing risk relating to debt maturing in 2019. BZH
also recently completed a $350 million notes offering and a $150
million term loan, which further pushed maturities and allows the
company to further reduce debt through amortization ($50 million
annually in 2020, 2021 and 2022) of its term loan. Following the
redemption of its 2022 notes, the next major debt maturity will be
in 2025, when $229.6 million of senior notes mature.
Focus on Growth After Debt Reduction: BZH increased its investment
in land during fiscals 2017 and 2018 following lower spending in
fiscal 2016 as the company focused on debt reduction. BZH spent
$636 million on land and development activities in fiscal 2018 and
$447 million in fiscal 2017 compared with $337 million in fiscal
2016. Through the first nine months of 2019, BZH spent $363.7
million on land and development activities, down modestly from the
$441 million spent during the same period last year. The company is
also activating previously mothballed land, which should further
support community count growth. In July 2018, BZH also completed
the acquisition of Venture Homes, a leading private homebuilder in
the Atlanta market, for $60.6 million. The company reported a 6.5%
growth in net orders during its fiscal 2019 third quarter, driven
by a 10.6% increase in average community count. Through the first
two months of its fiscal 2019 fourth quarter, BZH also reported a
12.5% improvement in net orders.
Modest Geographic Diversity: BZH was the 13th largest homebuilder
in 2018 (based on closings) and has active operations in 31 markets
across 13 states. BZH ranks among the top 10 builders in several
metro markets.
Exposure to Entry Level: BZH has above-average exposure to the
credit-challenged, entry-level market, wherein about 55% of its
customers are first-time homebuyers. This buyer segment is
typically more sensitive to rising interest rates and higher home
prices. Home affordability, particularly for first-time homebuyers,
has eroded as the housing cycle matures and the pace of increases
in home prices has outpaced wage growth in recent years. However,
the first-time/entry-level segment was relatively strong during the
past year and demographics should continue to support demand in
this segment. Most homebuilders are pivoting toward more
entry-level products to cater to this segment and address
affordability issues. The company is also expanding its Gatherings
business (targeting active adult buyers) across its geographic
footprint and has accelerated its operational and land investment
to support its rollout.
Slowing Housing Market Growth: Fitch expects new housing activity
will improve slightly in 2019 as lower interest rates and slowing
home price appreciation somewhat mitigates eroding affordability.
Fitch believes the general strength of the economy, combined with
still-high consumer confidence, low unemployment, improving wage
growth, and low mortgage rates will continue to support the housing
market this year. Fitch expects housing starts will be relatively
flat, while new homes sales advance 5.8% and existing home sales
decline modestly, constrained by the lack of inventory,
particularly at the entry level.
DERIVATION SUMMARY
BZH's closest peer is M/I Homes (BB-/Stable). M/I Homes is
comparable in size with BZH but is less geographically diversified.
M/I Homes has better leverage metrics, with debt-capitalization of
46.9% and debt/EBITDA of 3.7x, and has a relatively similar EBITDA
margin compared with BZH.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- BZH's homebuilding revenues are slightly lower in fiscal 2019
and grow modestly in 2020;
- The company's EBITDA margins decline slightly in fiscal 2019
and improve marginally in 2020;
- BZH's net debt to capitalization ratio is around 70% at the end
of fiscal 2019 and settles between 65% and 70% at the end of fiscal
2020;
- The company's total debt/operating EBITDA is between 6.0x-7.0x
in the next few years;
- Interest coverage is above 2x in fiscal 2019 and 2020.
RATING SENSITIVITIES
Rating Sensitivities are not relevant since the ratings have been
withdrawn.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: The company has adequate liquidity with cash of
$68.5 million and $105 million of availability under its $210
million secured revolver as of June 30, 2019. In September of 2019,
the company amended its revolving credit facility to increase the
commitment from $210 million to $250 million and extend the
maturity date to February 2022. BZH recently issued $350 million of
7.25% senior notes due 2029 and a $150 million term loan due 2022
(with $50 million amortizing in September 2020, $50 million in
September 2021 and $50 million in September 2022). The company used
the proceeds from these issuances to redeem its $500 million 8.75%
senior notes due 2022.
Cash Flow from Operations (CFFO): Fitch expects the company will
modestly reduce land and development spending this year relative to
2018 levels, resulting in CFFO of $50 million to $100 million in
fiscal 2019. Lower interest payments from the recent refinancing
and expected debt reduction should also enhance cash flow going
forward. Fitch expects the company will use excess cash flow to
fund share repurchases and further reduce debt.
Recovery Assumptions:
The recovery analysis assumes that BZH would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate of $160
million reflects Fitch's view of a sustainable, post-reorganization
EBITDA level, upon which the agency bases the valuation of the
company. The going-concern EBITDA is about 14% lower than the
company's LTM EBITDA.
An EV multiple of 6x is used to calculate a post-reorganization
valuation. Transactions involving homebuilding companies include a
9.5x enterprise value to EBITDA multiple on the 2018 acquisition of
CalAtlantic Homes by Lennar Corporation (based on a transaction
value of $9.3 billion at the time of the announcement and
Fitch-calculated EBITDA of $981 million for CalAtlantic Homes for
the LTM ending June 30, 2017). Trading multiples (EV/EBITDA) for
public homebuilders currently average around 10.4x and has been in
the 6.0x-11.0x range for the past 12 months.
The secured revolving credit facility is assumed to be fully drawn
upon default. The credit facility and other secured loans are
senior to the senior unsecured notes and term loan in the
waterfall. The allocation of the value in the liability waterfall
results in a recovery corresponding to an 'RR1' for the first-lien
secured credit facility and a recovery corresponding to an 'RR4'
for the unsecured notes and term loan.
The junior subordinated notes initially had a zero recovery under
the waterfall calculation. However, Fitch assumes a consensual
concession allocation equal to 1.5% of the residual value remaining
for the senior unsecured notes and term loan to reflect potential
settlement payments in the bankruptcy process. The Recovery Rating
for the subordinated notes is 'RR6'.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA is adjusted to add back non-cash
stock-based compensation and interest expense includes in cost of
sales and also excludes impairment charges and land option
abandonment costs.
BLACKHAWK MINING: Court Approves $35M Additional Financing
----------------------------------------------------------
Blackhawk Mining LLC and its affiliated debtors sought a
supplemental order authorizing the Debtors to obtain additional
postpetition financing. On Oct. 8, 2019, the Court granted the
motion and ordered that:
* The additional financing is authorized and approved in an
aggregate principal amount of up to $25 million on an interim basis
and, subject to entry of the final additional financing order, $35
million on a final basis, subject to the terms and conditions set
forth in the additional financing documents, this Interim
Additional Financing Order and the Final DIP Order.
* The Term DIP Loan Parties have an immediate need to obtain the
additional loans in order to permit, among other things, the
orderly continuation of the operation of their businesses, to
maintain business relationships with vendors, suppliers, customers,
and employees, to satisfy other working capital and operational
needs, to pay administrative costs, and to bridge to emergence from
the Chapter 11 Cases.
* The additional financing is the best and only available
financing option for the Term DIP Loan Parties under the
circumstances.
A full-text copy of the order dated Oct. 8, 2019, is available at
https://tinyurl.com/y468wrau from PacerMonitor.com at no charge.
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.
BLUE EAGLE: Blue Smash Selling 4 Blount County Parcels for $124K
----------------------------------------------------------------
Blue Smash Investments, LLC, an affiliate of Eagle Farming, LLC,
asks the U.S. Bankruptcy Court for the Northern District of Alabama
to authorize the sale of the following parcels of property located
in Blount County, Alabama: (i) Tax Parcel Identification Number
04-06-14-0-000-005.000; (ii) Tax Parcel Identification Number
04-01-11-0-000-004.000; (iii) Tax Parcel Identification Number
04-01-11-0-000-003.006; and (iv) Tax Parcel Identification Number
04-01-11-0-000-003.001, to the Blount County Commission for
$124,000.
These Properties are listed in the Debtor's schedules as "US Hwy
231 Rainbow Crossing." Blue Smash originally purchased the
Property on Oct. 10, 2014 for $90,360.
Presently, Blue Smash proposes to sell the property to the
Purchaser. On Oct. 15, 2019, it entered into an Option & Purchase
Agreement with the Purchaser. For and in consideration of $1,000,
Blue Smash granted the Purchaser the exclusive and irrevocable
option to purchase the Properties.
The Option may be exercised by the Purchaser at any time prior to
midnight on Jan. 12, 2020 by notice in writing to the Debtor.
In the event the Purchaser fails to exercise the Option, money paid
for the Option will be retained by the Debtor as liquidated
damages.
The Purchaser has agreed to pay a total price of $124,000 for the
Properties, free and clear of any liens, encumbrances or interests.
The Purchase Agreement provides that the Purchaser will pay all
costs and expenses of the sale, including attorney's fees,
recording fees, and closing costs. Additionally, there is no real
estate agent fee to be paid in connection with the sale.
Pursuant to Federal Rule of Bankruptcy Procedure 6004(a), notice of
the proposed sale of property outside the ordinary course of
business is to be provided in accordance with Federal Rule of
Bankruptcy Procedure 2002.
The offered Purchase Price is fair and reasonable in Blue Smash's
business judgment. It has concluded that the sale of the Property
presents the best option for maximizing the value to creditors of
its estate.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Blue_Eagle_746_Sales.pdf
About Blue Eagle Farming
Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming. Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC, is
engaged in the business of residential building construction.
Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.
On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases
are jointly administered under Case No. 18-02395.
In the petitions signed by Robert Bradford Johnson, general partner
of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1
million to $10 million in assets and $100 million to $500 million
in liabilities as of the bankruptcy filing.
Judge Tamara O. Mitchell presides over the cases.
Burr & Forman LLP is the Debtors' legal counsel.
BRETHREN HOME: Sets Bidding Procedures for Business & Property
--------------------------------------------------------------
Brethren Home of Girard, Illinois, doing business as Pleasant Hill
Village, asks the U.S. Bankruptcy Court for the Central District of
Illinois to authorize the bidding procedures in connection with the
auction sale of its 48 independent and assisted living apartments
and 19 acres of tillable farmland and other real estate improved
with a now closed nursing home facility and parking lots.
Hilco Real Estate Auctions, LLC, was appointed as the Real Estate
Consultants and Advisors to the Debtor for the purpose of marketing
and sale of the Debtor's Business and Property. It has developed
the Bidding Procedures to follow to obtain the highest and best
bidder for the Business and Property. Any bids must be submitted
on an Asset Purchase and Sale Agreement provided by the Debtor.
Notably, any successful bid will be subject to the approval of the
Debtor and Hickory Point Bank & Trust, fsb ("HPB"), the creditor
secured by the Business and Property to be sold pursuant to the
Bidding Procedures. The Business and Property to be sold pursuant
to the proposed Bidding Procedures utilizing Hilco constitute a
substantial part of the bankruptcy estate of Debtor.
There are valid business reasons to sell the Business and Property
pursuant to Bankruptcy Code Section 363 including: (a) the need to
monetize the Estate's value without delay and distractions such
that accounts receivable and other assets of the Debtor may be
distributed according to priorities established by the Court; (b)
the need to dispose of the Business and Property which includes a
now-closed nursing home facility to avoid further deterioration of
such facility, and while the 48 independent and assisted living
apartments are occupied in major part, without the delay attendant
with disclosure statement and plan submittal, hearings and
confirmation; (c) there is only one creditor secured by the
Business and Property, that being HPB, with other creditors to
benefit from the other assets to be made available to the
bankruptcy estate upon determination of the value of HPB's lien on
the Business and Property and other assets of the bankruptcy
estate; and (d) the Debtor's Plan to be proposed will be greatly
improved and most likely confirmed following adoption and sale
pursuant to the submitted Bidding Procedures.
The Debtor and the secured creditor, HPB, believe that the prompt
sale of the Business and Property will maximize the amount that the
Debtor, its Estate and creditors may realize from the value of the
Estate assets. The lien of HPB on the Business and Property to be
sold pursuant to the Bidding Procedures will attach to the proceeds
of the sale for satisfaction of HPB's lien, in whole or in part.
The terms and conditions of the Bidding Procedures and proposed
auction are fair and reasonable and in the best interest of the
Debtor, its creditors and the bankruptcy estate. The Bidding
Procedures and proposed Asset Purchase and Sale Agreement are the
product of substantial marketing and will bring about arms'-length
negotiation, bidding and potential best market sale of the Business
and Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 26, 2019 at 5:00 p.m.
b. Initial Bid: TBD
c. Deposit: 5% of proposed purchase price
d. Auction: Dec. 10, 2019 at 2:00 p.m. (CT) at Scott & Scott,
P.C. law offices, 611 E. Monroe St., Suite 200, Springfield,
Illinois
e. Bid Increments: $50,000
f. Closing: 30 days from Sale Confirmation Hearing
g. Buyer's Premium: 5% of the High Bid
A copy of the Bidding Procedures and the APA form attached to the
Motion is available for free at:
http://bankrupt.com/misc/Brethren_Home_82_Sales.pdf
By the Motion, the Debtor asks the Court for an Order (a)
authorizing and scheduling an auction, to sell assets of the Debtor
free and clear of liens, interests and encumbrances; (b) approving
Bidding Procedures and the Asset Purchase and Sale Agreement; and
(c) scheduling a hearing to consider approval of the sale.
About Brethren Home of Girard, Illinois
Brethren Home of Girard, Illinois --
http://pleasanthillvillage.org/-- owns an independent and assisted
living facility known as Pleasant Hill Residence, which houses 48
apartments. Brethren Home is a non-profit organization founded in
1905 as a ministry of the Church of the Brethren.
Brethren Home sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Ill. Case No. 19-70990) on July 10, 2019. In the
petition signed by its president, Allen Krall, the Debtor disclosed
assets in the amount of $6,513,700 and debts in the amount of
$4,144,550.
Judge Mary P. Gorman oversees the case.
R. Stephen Scott, Esq., at Scott & Scott, P.C., is the Debtor's
counsel. Hilco Real Estate Auctions, LLC, is real estate
consultants and advisors to the Debtor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
BVS CONSTRUCTION: Nov. 19 Plan Confirmation Hearing Set
-------------------------------------------------------
On Oct. 4, 2019, debtor BVS Construction, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Texas, Waco Division,
an amended disclosure statement. On Oct. 15, 2019, Judge Ronald B.
King approved the disclosure statement and ordered that:
* Nov. 12, 2019, is fixed as the last day for filing and serving
pursuant to Rule 3020(b)(1) written acceptances or rejections of
the Plan in the form of a ballot.
* Nov. 19, 2019, at 2:00 p.m. is fixed for the hearing on
confirmation of the Plan.
* Nov. 12, 2019, is fixed as the last day for filing and serving
pursuant to Fed. R. Bankr. P. 3020(b)(1) written objections to
confirmation of the Plan.
About BVS Construction
B.V.S. Construction Inc., a company based in Bryan, Texas, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2,
2018. In the petition signed by Elaine Palasota, president, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities. The Hon. Ronald B. King
oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins,
P.A., is the Debtor's bankruptcy counsel.
CAMBER ENERGY: Effects One-for-Fifty Reverse Stock Split
--------------------------------------------------------
Camber Energy, Inc.'s Board of Directors has approved a 1-for-50
reverse stock split of the Company's (a) authorized shares of
common stock; and (b) issued and outstanding shares of common
stock. The reverse stock split will be effective as of the open of
the market on Oct. 29, 2019. As a result, the Company will not be
increasing its authorized but unissued shares of common stock as a
result of the reverse split (i.e., will not be able to issue any
greater (proportional) number of shares of common stock after the
split than before the split).
The effect of the reverse split will be only to divide the
Company's issued and outstanding common stock by 50 and to
simultaneously divide its authorized common stock by 50, the result
of which (other than minimal changes due to rounding), will be a
purely mechanical change (in a ratio of 1-for-50) to its stock
price (which will be adjusted upward by a factor of 50 on the
effective date of the split), and issued and outstanding shares of
common stock. The total number of outstanding common shares will
be reduced from approximately 73.3 million to approximately 1.5
million shares. The Company's authorized number of shares of
common stock will also be proportionately decreased from
250,000,000 to 5,000,000 shares as a result of the reverse stock
split and pursuant to Nevada Revised Statutes (NRS) Section 78.207.
No fractional shares will be issued as a result of the reverse
split as any fractional shares resulting from the reverse split
will be rounded up to the nearest whole share on a per shareholder
basis.
The Board of Directors of the Company approved the action in
accordance with Nevada law (NRS Section 78.207) on Oct. 24, 2019.
No additional Company or shareholder approval is required because
both the number of authorized shares of common stock and the number
of outstanding shares of common stock will be proportionally
reduced as a result of the reverse split, the reverse split will
not adversely affect any other class of stock of the Company and
the Company will not pay money or issue scrip to shareholders who
would otherwise be entitled to receive a fractional share as a
result of the reverse split. The reverse split will have no effect
on the Company's authorized preferred stock, except to affect,
where applicable, the conversion rates and voting rights of such
preferred stock.
The reverse stock split will not impact any shareholder's
percentage ownership of Camber or voting power, except for minimal
effects resulting from the treatment of rounding fractional
shares.
Camber's shares of common stock will continue to trade on the NYSE
American under the symbol "CEI" but will trade under a new CUSIP
Number, 13200M 508. The reverse stock split is intended to
increase the market price per share of Camber's common stock in
order for the Company to comply with the NYSE continued listing
standards relating to minimum price per share.
The Board of Directors approved the reverse split unilaterally, and
without shareholder approval, pursuant to Section 78.207 of the
NRS, solely to enable the Company to expeditiously meet the low
price per share selling price requirements of the NYSE American and
to reduce the risk of the Company being automatically delisted from
the NYSE American due to the trading prices of its common stock
falling below certain NYSE American lower limits. Another benefit
of the reverse stock split will be to limit the number of shares of
common stock issuable upon conversion of the Company's Series C
Preferred Stock to the maximum number of authorized shares of
common stock, which as a result of the reverse stock split has been
decreased to a total of 5 million shares. The Company believes
this may reduce the preferred stock holders' ability to convert and
sell shares and therefore reduce the downward pressure on the
Company's common stock as a result of such sales, when the maximum
number of authorized but unissued shares of common stock is reached
as a result of such conversions.
To reiterate, the reverse stock split will not impact any
shareholder's percentage ownership of Camber or voting power or
increase the proportional number of authorized but unissued shares
of common stock which the Company has available for future
issuance, except for minimal effects resulting from the treatment
of fractional shares.
ClearTrust, LLC, Camber's transfer agent, will act as the exchange
agent for the reverse stock split. Please contact ClearTrust, LLC
for further information at (813) 235-4490.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
The Company also provides midstream and downstream pipeline
specialty construction, maintenance and field services via its
recently announced acquisition agreement with Lineal Star Holdings
LLC.
Camber Energy reported net income of $16.64 million for the year
ended March 31, 2019, following a net loss of $24.77 million for
the year ended March 31, 2018. As of June 30, 2019, the Company
had $7.16 million in total assets, $1.97 million in total
liabilities, and $5.19 million in total stockholders' equity.
Camber Energy received on July 2, 2019, a deficiency letter from
NYSE American LLC stating that the Company is not in compliance
with the continued listing standards as set forth in Section
103(f)(v) of the NYSE American Company Guide. The Deficiency
Letter indicated that the Company's securities have been selling
for a low price per share for a substantial period of time.
CAMBRIAN HOLDING: Jackson Kelly Represents Multiple Entities
------------------------------------------------------------
In the Chapter 11 cases of Cambrian Holding Company, Inc., et al.,
the law firm of Jackson Kelly PLLC submitted a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that it is representing Contura Entities and Virginia
Drilling Entities.
The names and addresses of the entities represented by JK are as
follows:
(1) "Contura" Entities consisting of the following creditors and
parties in interest, which are affiliates of one another:
i. Buchanan Energy Company, LLC, 340 Martin Luther King, Jr.
Blvd Bristol, TN 37620. Buchanan asserts claims against
The Debtors, which are filed of public record.
ii. Contura Coal Sales LLC, 340 Martin Luther King, Jr. Blvd
Bristol, TN 37620. Contura was a party to a coal sales
agreement with Perry County Coal, LLC, which said
agreement has been rejected by the Debtors.
iii. Enterprise Mining Company LLC, 300 Running Right Way
Julian, WV. Enterprise asserts claims against the
Debtors, which are filed of public record.
(2) "Virginia Drilling Entities" consisting of the following
creditors and parties in interest, which are affiliates of one
another:
i. Virginia Drilling Company LLC, 1793 Dry Fork Road, PO Box
1198, Vansant, VA 24656. VDCO asserts claims against the
Debtors, which are filed of public record.
ii. Austin Sales LLC, 1793 Dry Fork Road, PO Box 1198,
Vansant, VA 24656. Austin Sales asserts claims against
the Debtors, which are filed of public record.
The Contura Entities have been advised of, and consent to, the
representation of the Virginia Drilling Entities.
The Virginia Drilling Entities have been advised of, and consent
to, the representation of the Contura Entities.
JK represents the Contura Entities and the Virginia Drilling
Entities in their capacities as creditors of the Debtors or parties
in interest in these Cases.
The undersigned and JK do not own any interest in any of the
Contura Entities or their claims against the Debtors in the
above-styled Cases.
The undersigned and JK do not own any interest in the Virginia
Drilling Entities or their claims against the Debtors in the
above-styled Cases.
The Firm can be reached at:
JACKSON KELLY PLLC
Mary Elisabeth Naumann, Esq.
Chacey R. Malhouitre, Esq.
175 E. Main Street, Ste. 500
Lexington, KY 40507
Telephone: (859) 255-9500
E-mail: mnaumann@jacksonkelly.com
chacey.malhouitre@jacksonkelly.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/PbEUsA
About Cambrian Holding
Belcher, Kentucky-based Cambrian Holding Company, Inc. and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker; and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on June 26, 2019. The committee tapped Foley &
Lardner LLP as legal counsel; Barber Law PLLC as local counsel; and
B. Riley FBR, Inc. as financial advisor.
CAMBRIAN HOLDING: Wyatt Tarrant Represents Multiple Parties
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Wyatt, Tarrant & Combs, LLP provided notice that it
is representing these parties in the Chapter 11 cases of Cambrian
Holding Company, Inc.:
(1) Argus Energy, LLC, Beech Fork Processing, LLC, Beech Fork
Processing Plant, Inc., Blazer Coal Corporation, Blazer Coal
Development, Inc., C&B Construction Company, LLC, Capricorn
Coal Company, Inc., Capricorn Coal Shop, Inc., Coal Transport,
Inc., Coalburg Enterprises, Inc., Collins Creek Services,
Inc., Cougar Coal Company, Inc., Czar Coal Corporation, Eagle
Coal Company, LLC, Equinox Land Company, Inc., Kiah Creek
Transport, LLC, Long Fork Development Company, Inc., Marco
Mine Supply, Inc., Matrix Energy, LLC, Mayo Resources Inc.,
Middlefork Land Company, Inc., Miller Creek Holdings, LLC,
Pinnacle Processing, Inc., R & J Development Company, LLC,
Southeastern Land, LLC, Taurus Coal Company, Inc., Toptiki
Coal, LLC, Triple A Resources, Inc., and Wright Management
Company, LLC
81 Enterprise Drive
Debord, KY 41214
Attn: Craig S. Preece
(2) Mountain Properties, Inc., and Clara Land Company, LLC
122 Roy Campbell Drive
Hazard, KY 41701
Attn: Mitchell Bentley
WTC represents the Parties in their capacity as creditors and/or
counterparties of the Debtors.
Each party separately requested that WTC serve as its counsel in
connection with the Debtors' Chapter 11 cases. Each party is aware
of, and has not objected to, WTC's simultaneous representation of
the other Party in this proceeding.
The Firm can be reached at:
WYATT, TARRANT & COMBS, LLP
Daniel I. Waxman, Esq.
250 West Main Street, Suite 1600
Lexington, KY 40507-1746
Telephone: (859) 288-7471
Facsimile: (859) 259-0649
E-mail: dwaxman@wyattfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Ge7pSu
About Cambrian Holding
Belcher, Kentucky-based Cambrian Holding Company, Inc. and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker; and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on June 26, 2019. The committee tapped Foley &
Lardner LLP as legal counsel; Barber Law PLLC as local counsel; and
B. Riley FBR, Inc. as financial advisor.
CEDAR HAVEN: Amends Bidding Procedures; Proposes Nov. 21 Auction
----------------------------------------------------------------
Cedar Haven Acquisition, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware a notice of its notice of filing of
its revised proposed Bidding Procedures Order (Exhibit A) in
connection with the auction sale of sale of substantially all
assets.
On Oct. 8, 2019, the Debtor filed its Bidding Procedures Motion.
The deadline to file objections to the Bidding Procedures Motion
was Oct. 21, 2019 at 4:00 p.m. (ET). The Debtor extended the
Objection Deadline to Oct. 23, 2019 for 590 South 5th Avenue, LLC.
Prior to the Objection Deadline, the Debtor received informal
comments from the counsel to the Official Committee of Unsecured
Creditors.
Exhibit A is the Revised Proposed Order incorporating the comments
received form the Committee and fixing a few typographical errors.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 18, 2019 at 4:00 p.m. (ET)
b. Initial Bid: Equal or exceed the sum of the amount of (A)
the purchase price under the Stalking Horse Agreement, (B) any
break-up fee, expense reimbursement, or other bid protection
provided under the Stalking Horse Agreement, and (C) $100,000
c. Deposit: 10% of the total consideration
d. Auction: The Auction will be held at the offices of Chipman
Brown Cicero & Cole, LLP, Hercules Plaza, 131 North Market Street,
Suite 5400, Wilmington, Delaware 19801, beginning at 10:00 a.m.
(ET) on Nov. 21, 2019.
e. Bid Increments: $100,000
f. Sale Hearing: Nov. 25, 2019 at 11:00 a.m. (ET)
g. Sale Objection Deadline: Nov. 18, 2019 at 4:00 p.m. (ET)
A copy of the Exhibit A attached to the Notice is available for
free at:
http://bankrupt.com/misc/Cedar_Haven_153_Sales.pdf
About Cedar Haven Acquisition
Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ --
is a licensed skilled nursing facility located in Lebanon, Pa.,
that offers professionally supervised nursing care and related
medical and health services to persons whose needs are such that
they can only be met in a nursing facility on an inpatient basis
because of age, illness, disease, injury, convalescence or physical
or mental infirmity. It was formed in 2014 through the sale of
Cedar Haven Healthcare Center by the Lebanon County Commissioners
to Cedar Haven.
Cedar Haven Acquisition and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019.
At the time of the filing, Cedar Haven Acquisition estimated assets
of between $1 million and $10 million and liabilities of between
$10 million and $50 million. The cases are assigned to Judge
Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman
Brown Cicero & Cole, LLP, represents the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20, 2019,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Cedar Haven
Acquisition, LLC and its affiliates.
CFO MGMT: Trustee's $3.5M Sale of Frisco Property Approved
----------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized David Wallace, the Chapter 11
trustee for CFO Management Holdings, LLC, to sell the luxury 8,036
square foot home built in 2018 and located at 4009 Starling Dr.,
Frisco, Denton County, Texas, along with the appliances and
fixtures located thereon, to Scott and Melissa-Kay Schanbaum for
$3.5 million, in accordance with the terms of their Contract.
The sale is free and clear of all liens, claims, and encumbrances,
in accordance with the terms of the Auction Agreement.
In the event that closing does not take place with the Buyers to
the Order under the terms of that agreement, the Trustee is
authorized to proceed with a sale of the Starling House to a
Back-Up Buyer under substantially similar terms to those provided
in the Motion and the Contract.
Any secured ad valorem property taxes owed by the Debtor with
respect to the Starling House, including ad valorem taxes
attributable to the 2019 tax year, will be paid at closing on the
sale. In the event that the sale closes after Dec. 31, 2019, any
liens securing year 2020 ad valorem property taxes will remain
attached to the real estate.
Upon closing on the sale, the Trustee will place $15,181 of the
sale proceeds in an escrow account, pending determination of the
validity of any liens held by Karyn Dismore
Interiors, LLC with respect to the Starling House. Such liens will
attach to the escrowed funds (up to the amount of any valid lien
and in accordance with applicable priority) at closing. The funds
will be held in escrow in the IOLTA account of Trustee's counsel,
Ross & Smith, PC, and Ross & Smith, PC may not release the funds
absent further order of the Court.
Upon closing on the sale, the Trustee will place $1.25 million (the
principal amount of the promissory note on which SMS Financial
bases its claim in the case) of the sale proceeds in an escrow
account to be held on account of any liens SMS Financial may have
on the Starling House until released in accordance with the
requirements provided. Any liens SMS Financial has on the Starling
House will attach to the escrowed funds at closing.
If any complaint challenging the validity or priority of SMS
Financial's lien or asserting a claim against SMS Financial is
filed within 45 days of the entry of the Order by any party with
standing to do so, then the funds escrowed will remain in escrow
until a final, unappealable order resolves such dispute and directs
release of the funds. If no such complaint is filed within 45 days
of the entry of the Order, on the 46th day, SMS Financial will be
deemed to have a valid, priority lien on the proceeds escrowed
according to this paragraph and such funds will be released to SMS
Financial.
The escrowed funds will be held in the IOLTA account of the
Trustee's counsel, Ross & Smith, PC, and Ross & Smith, PC may not
release the funds unless (i) on the 46th day following entry of the
Order, SMS Financial is deemed entitled to such funds in accordance
with the requirements; or (ii) a court directs such release in a
subsequent order. SMS Financial may not apply interest payments
under the promissory note until entry of an appropriate court
order. Notwithstanding anything to the contrary, entry of the
Order will be without prejudice to any SMS Financial rights and
claims to a lien on sale proceeds for amounts that exceed the
escrowed funds.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry regardless of the applicability of
Bankruptcy Rule 6004(h).
A copy of the Contract attached to the Order is available for free
at:
http://bankrupt.com/misc/CFO_Management_301_Order.pdf
About CFO Management Holdings
CFO Management Holdings, LLC, through its subsidiaries, engages in
developing and selling residential and commercial real estate in
Collin County, Texas, and owns and manages a wild game ranch in
Southern Oklahoma. The subsidiaries are Carter Family Office, LLC,
Christian Custom Homes, LLC, Double Droptine Ranch, LLC, Frisco
Wade Crossing Partners, LLC, Kingswood Development Partners, LLC,
McKinney Executive Suites at Crescent Parc Development Partners,
LLC, North-Forty Development LLC, and West Main Station
Development, LLC.
CFO Management Holdings and its subsidiaries sought Chapter 11
protection (Bankr. E.D. Tex. Case No. Lead Case No. 19-40426) on
Feb. 17, 2019. In the petition signed by CRO Lawrence Perkins, CFO
Management estimated $50 million to $100 million in both assets and
liabilities. Annmarie Chiarello, Esq. and Joseph J. Wielebinski
Jr., Esq., at Winstead PC, serve as the Debtor's bankruptcy
counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 4, 2019. The committee is represented
by Singer & Levick PC as its legal counsel.
David Wallace was appointed as Chapter 11 trustee for the Debtors'
estates on April 10, 2019.
CHILLER SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chiller Services Rigging & Demo, Inc.
9620 Santa Fe Springs Rd
Santa Fe Springs, CA 90670
Business Description: Chiller Services Rigging & Demo, Inc. is a
privately held company in Santa Fe Springs,
California.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 19-22677
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Lane K. Bogard, Esq.
HABERBUSH & ASSOCIATES, LLP
444 W. Ocean Blvd., Ste 1400
Long Beach, CA 90802
Tel: 562-435-3456
Fax: 562-435-0633
E-mail: lbogard@lbinsolvency.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bruce Kolstad, secretary and treasurer.
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/cacb19-22667.pdf
COMMUNITY REDEVELOPER: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Community Redeveloper, LP
2741 Park Ave
San Bernardino, CA 92404
Business Description: Community Redeveloper, LP is a real estate
lessor in San Bernardino, California.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court
Central District of California (Riverside)
Case No.: 19-19494
Judge: Hon. Wayne E. Johnson
Debtor's Counsel: Michael Jones, Esq.
M. JONES & ASSOCIATES, PC
505 N Tustin Ave Ste 105
Santa Ana, CA 92705
Tel: 714-795-2346
Fax: 888-341-5213
E-mail: mike@mjthelawyer.com
mike@MJonesOC.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by David Y. Hwang, on behalf of David Y.
Hwang Family Trust, limited partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cacb19-19494.pdf
CONSOLIDATED MFG: Hoffman Buying Assets for $172K
-------------------------------------------------
Consolidated Manufacturing Enterprises, Inc., filed with the U.S.
Bankruptcy Court for the District of Wyoming a notice of its
private sale of certain equipment and vehicles to Larry Hoffman for
$172,450. The objection deadline is Nov. 15, 2019.
The sale will be free and clear of liens as the entire proceeds
will be applied to secured claims in order of priority. As per the
description, the sale is for the price appraised professionally at
the request for Wells Fargo Bank specifically to value its
collateral in the chapter 11 proceeding. All the items are priced
at or above the Wells Fargo appraisal.
A copy of the appraisal is available at the counsel's office and
can be viewed upon requests. The Debtor's principals believe the
Wells Fargo appraisal to be a fair estimate and have used it to
value several earlier sales from the estate. It is believed both
equipment secured lenders will consent to the full valued sale.
A copy of the list of assets sold is available for free at:
http://bankrupt.com/misc/Consolidated_Manufacturing_134_Sales.pdf
The Purchaser:
Larry Hoffman
121 US Hwy, 16 East
Buffalo, WY 82834
About Consolidated Manufacturing Enterprises
Founded in 2002, Consolidated Manufacturing Enterprises, Inc. --
http://www.cmewy.com/-- offers welding, fabrication, oilfield and
pipeline services to a variety of industrial, commercial, small and
large businesses and individuals. It is headquartered in
Wheatland, Wyoming.
Consolidated Manufacturing Enterprises sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
18-20347) on April 30, 2018. In the petition signed by Elias J.
Stone, president, the Debtor disclosed $3.11 million in assets and
$1.93 million in liabilities. Judge Cathleen D. Parker oversees
the case.
COUNTRY CLUB: Plan Payments to be Funded by Galardi
---------------------------------------------------
Trop, Inc.'s affiliate Country Club, Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, a plan of reorganization and disclosure statement.
Holders of allowed unsecured claims (Class 3) will receive payment
equivalent to their pro rata share of Distribution Pool 2 after the
resolution of all claim objections. Class 3 claim holders will not
receive interest, attorneys’ fees or any penalties of any type,
inclusive of any claimed liquidated damages if claimed under the
FLSA, unless all principle amounts claimed are paid in full.
The Plan contemplates the creation of two Distribution Pools for
the benefit of creditors of Debtor. The Debtor and Teri G. Galardi
will fund the Distribution Pools. Distribution Pool 1 funds will
pay administrative claims and Distribution Pool 2 funds will pay
prepetition claims.
Ms. Galardi will fund Pool 1 with an investment of $50,000 payable
upon entry of the final Confirmation Order, and Debtor will
contribute additional funds that Debtor has on hand on the
Effective Date.
Ms. Galardi will fund Pool 2 with an investment of $150,000 upon
entry of the final Confirmation Order. Pool 2 will have funds of
$150,000, plus any excess remaining from Pool 1.
Pool 1 will pay administrative expenses, including professional
fees awarded, and administrative FLSA claims, if any. If Pool 1 is
not depleted in its entirety, any funds remaining will be added to
Pool 2. Pool 2 will fund all pre-petition claims: Priority Claims,
Priority Tax Claims, and Unsecured Claims.
Reorganized Debtor shall pay the non-priority unsecured creditor
claims after the Priority Tax Claims are paid in full, and
thereafter Unsecured Claims shall be paid pro rata from all funds
paid into Pool 2. Reorganized Debtor shall make the distribution
from Pool 2.
A full-text copy of the Disclosure Statement dated October 15,
2019, is available at https://tinyurl.com/y4ca7u8u from
PacerMonitor.com at no charge.
The Debtor is represented by:
McBRYAN, LLC
Louis G. McBryan
6849 Peachtree Dunwoody Rd
Building B-3, Suite 100
Atlanta GA 30328
Tel: (678) 733-9322
About Country Club
and Trop Inc.
Trop, Inc., is a privately held company that owns the Pink Pony, an
adult entertainment club in Atlanta, Georgia. The club began
operations in 1990.
Country Club, Inc., operates the adult entertainment business known
as the Goldrush Showbar, which began operations in 1993. It is
located at 2608 Metropolitan Parkway, Atlanta, Georgia in southwest
Atlanta.
Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No.18-65726) on Sept. 19, 2018. In the petition signed by Teri
Galardi, chief executive officer, the Debtor estimated $500,000 to
$1 million in assets and $1 million to $10 million in liabilities.
Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy
counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of
Aubrey T. Villines, Jr., serve as special counsel.
Country Club Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-bk-66879) on Oct. 5, 2018.
CP #1109 LLC: Continental Motors Objects to Disclosure Statement
----------------------------------------------------------------
Continental Motors, Inc., an unsecured creditor, objects to the
disclosure statement filed by debtor CP #1109, LLC.
Continental Motors points out that:
* the Disclosure Statement provides no information whatsoever
indicating that CP #1109 has ever earned any revenue, much less
turned a profit. It further states that the Debtor's sole asset is
an aircraft that remains inoperative.
* The risk analysis in the Disclosure Statement is also patently
insufficient to enable a creditor to reasonably or objectively
evaluate the feasibility and attendant risk of the proposed Plan.
* The Disclosure Statement fails to mention that the lawsuit CP
#1109 filed against Continental in West Virginia -- which is
presumably one of the two lawsuits vaguely referenced on page 10 --
was dismissed by the United States District Court for the Southern
District of West Virginia (Case No. 5:19-cv-00501) on August 20,
2019.
* Further, both Continental and Aviall have moved under Fed. R.
Civ. P. 12(c) for dismissal with prejudice of all remaining claims
against them in CP #1109’s adversary proceeding.
* None of this information is contained within the Disclosure
Statement, which fails to articulate how and why this litigation
will affect CP #1109 and/or its assets, liabilities, creditor
claims, and/or Plan of Reorganization.
* The Schedule of Claims and Objections to the Disclosure
Statement is also objectionable because it states that the
estimated allowed amount of Continental's claim is $0, without
providing any explanation or support facts for this statement, and
despite the fact that CP #1109's Summary of Assets and Liabilities
clearly indicates that Continental's claim is not subject to
offset.
A copy of the objection dated Oct. 15, 2019, is available at
https://tinyurl.com/y554z2le from PacerMonitor.com at no charge.
Southeast Aero is represented by:
GRIFFIN & SERRANO, P.A.
707 Southeast 3rd Avenue, Sixth Floor
Fort Lauderdale, Florida 33316
Tel: (954) 462-4002
Fax: (954) 462-4009
Andres Millon
Juan R. Serrano, Esq.
Andres Millon, Esq.
About CP#1109 LLC
CP#1109, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 18-25821) on Dec. 20, 2018. At the
time of the filing, the Debtor was estimated to have assets of less
than $1 million and liabilities of less than $500,000. The case is
assigned to Judge Mindy A. Mora. AM Law, LLC, is the Debtor's
counsel.
DATTA MANGLAM: Plan & Disclosure Statement Due Oct. 31
------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, granted Datta Manglam
Hospitality, LLC, an extension until Oct. 31, 2019, of the deadline
to file its chapter 11 plan of reorganization and disclosure
statement.
About Datta Manglam Hospitality
Datta Manglam Hospitality, LLC, owns a hotel located at 3334 S. US
77, Kingsville, Texas, valued by the company at $343,160. Datta
Manglam Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31726) on March 29,
2019. At the time of the filing, the Debtor disclosed $414,335 in
assets and $1,096,519 in liabilities. The case is assigned to
Judge Eduardo V. Rodriguez. The Law Office of Margaret M. McClure
is the Debtor's counsel.
DELUXE ENTERTAINMENT: $115M DIP Facility Approved
-------------------------------------------------
Deluxe Entertainment Services Group Inc., and its debtor affiliates
on Oct. 7, 2019, won interim approval, and on Oct. 25, 2019, won
final approval of their request to obtain up to $115 million in
aggregate principal amount of superpriority, postpetition financing
from Credit Suisse Loan Funding LLC, as administrative agent and
collateral agent for the
DIP Lenders.
A copy of the Final DIP Order is available for free at
https://tinyurl.com/yymplrh4 from PacerMonitor.com at no charge.
The DIP Facility will be in the form of a multiple-draw term loan
credit facility consisting of new money term loans including:
(i) an initial draw in the aggregate principal amount of $55
million available upon entry of the Interim Order; and
(ii) on the day immediately prior to the Effective Date, a
delayed draw in an aggregate principal amount of up to $60 million
plus the aggregate amount of prepetition Senior Priming Obligations
that were not repaid, satisfied, and discharged with the proceeds
of the Initial DIP Loan pursuant to the terms and conditions of the
Senior Secured DIP Term Loan Credit Agreement.
As reported in the TCR, the Material Terms of the DIP Financing
are:
* Borrower: Deluxe Entertainment Services Group Inc., with DX
Holdings LLC and all direct and indirect wholly-owned domestic and
foreign subsidiaries of Holdings, as Guarantors.
* Lending Parties: Credit Suisse Loan Funding LLC, as
administrative agent and collateral agent for the DIP Lenders
* Interest Rate : LIBOR, subject to a 1.00% floor, plus 7.50%
* Default Rate: Non-default interest rate plus an additional
2.00% on the DIP Loans
payable in cash, on demand.
* Maturity: All unfunded DIP Commitments will terminate, and all
DIP Obligations will be immediately due and payable in full in cash
on the earliest of:
(i) the first anniversary of the Closing Date;
(ii) on or before the date that is 35 calendar days after the
Petition Date, if
the Final Order has not been entered on that date;
(iii) the date of consummation of any sale of all or
substantially all of the
assets of the Debtors;
(iv) the date of acceleration of the DIP Loans and the
termination of the DIP Commitments upon the occurrence of an Event
of Default;
(v) the Effective Date, provided, that DIP Obligations may be
satisfied and discharged on the Effective Date pursuant to a
refinancing thereof with proceeds of, or a roll thereof into an
exit financing facility as outlined in the DIP Credit Agreement,
subject to Court approval of the Plan and subject to the RSA.
* DIP Liens and Claims: Super-priority priming liens in the DIP
Collateral securing the DIP Facility, and super-priority claims in
respect of the obligations under the DIP Facility, each subject to
the Carve-Out
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.
EB HOLDINGS: Plan Confirmation Hearing Rescheduled to Dec. 4
------------------------------------------------------------
Debtor EB Holdings II, Inc., filed with the U.S. Bankruptcy Court
for the District of Nevada a disclosure statement explaining its
pre-packaged plan.
On Oct. 15, 2019, Judge Mike K. Nakagawa approved the disclosure
statement and ordered that the Combined Hearing, at which time this
Court will consider, among other things, the final approval of the
Disclosure Statement and confirmation of the Plan, will be held
before the Court on Oct. 21, 2019.
According to the case docket, the hearing has been rescheduled to
Dec. 4, 2019, at 9:30 a.m.
About EB Holdings II
EB Holdings II, Inc., is a holding company with assets consisting
primarily of 1,078,993 ordinary shares of Eco-Bat Technologies Ltd,
which represent 86.811% of the outstanding ordinary shares of EBT.
BT is a parent company for a group of companies whose core
activities are the smelting, refining, manufacturing, and marketing
of lead and lead products, with significant additional revenue
streams from a diverse range of other metals and products. EBT is
the globally largest producer of and recycler of lead.
EB Holdings II sought Chapter 11 protection (Bankr. D. Nev. Case
No. 19-16364) on Sept. 30, 2019, to seek confirmation of a
pre-packaged plan of reorganization.
In the petition signed by Howard M. Meyers, president and owner,
the Debtor disclosed $1,176,337,232 in assets and $2,615,508,039 in
liabilities as of the bankruptcy filing.
The Debtor has hired Garman Turner Gordon LLP as counsel; Armory
securities as financial advisor; and Prime Clerk LLC as claims
agent.
EMC CORP: Moody's Withdraws Ba2 Bond Rating on Lacking Info
-----------------------------------------------------------
Moody's Investors Service withdrawn all ratings for EMC
Corporation's senior notes. The ratings have been withdrawn
pursuant to Moody's guidelines for the withdrawal of ratings, as
insufficient information is available to Moody's to assess EMC's
standalone creditworthiness and the senior notes issued by EMC are
not guaranteed by its parent, Dell Inc. The ratings for Dell Inc.
and its other subsidiaries and Dell Inc.'s ratings outlook are not
affected by this rating action.
Withdrawals:
Issuer: EMC Corporation
Senior Unsecured Regular Bond/Debenture, Withdrawn , previously
rated Ba2 (LGD6)
Outlook Actions:
Issuer: EMC Corporation
Outlook, Changed To Rating Withdrawn From No Outlook
RATINGS RATIONALE
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.
EMERGE ENERGY: U.S. Trustee Objects to Plan Confirmation
--------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
objects to the confirmation of the First Amended Joint Plan of
Reorganization for Emerge Energy Services LP and its Affiliated
Debtors.
The Debtors have proposed a plan whereby the shareholders of the
lead Debtor, which is a public company, are to receive no
distribution under the Plan, have no right to vote on the Plan, and
are deemed to reject the same. Despite such treatment, the Debtors
seek approval to deem all such public shareholders to have
consented to providing third party releases to non-debtor parties
unless such shareholders return a form opting out of such releases
by the voting deadline.
The general unsecured creditors should not bear the risk of mail
errors, especially because they will receive no distribution under
the plan if their class votes to reject the Plan. Even if the class
votes to accept the Plan, the distribution they will receive, which
consists of new limited partnership interests and warrants, has
been estimated by the Debtors to provide between less than one-half
of one percent to 1.3% of the Allowed Claims of such creditors. As
such, the distribution to unsecured creditors under the Plan is
zero and does not justify deeming consent to give third party
release based solely on a creditor's silence.
The Court should not permit the Debtors to force non-consensual
releases on either the general unsecured creditors or the public
shareholders, as the Debtors have not met the standards for
approval of such non-consensual releases.
The Debtors here should not be allowed the unfettered discretion to
force public shareholders and the general unsecured creditors to
discharge non-debtors from liability, because a permanent
injunction limiting the liability of non-debtor parties is a rare
thing that should not be considered absent a showing of
extraordinary circumstances.
A full-text copy of the objection dated Oct. 17, 2019, is available
at https://tinyurl.com/y4wpkvv6 from PacerMonitor.com at no
charge.
About Emerge Energy Services LP
Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells. The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas. In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations. Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.
Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.
As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.
The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor. The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.
EMPORIA PROPERTY: Seeks to Hire Ten-X LLC as Auctioneer
-------------------------------------------------------
Emporia Property Group LLC seeks authority from the U.S. Bankruptcy
Court for the District of Kansas to hire Ten-X, LLC, as its
auctioneer.
Ten-X will assist the Debtor in the sale of the property located at
2700 W. 18th Avenue, Emporia, Kansas 66801 and various equipment,
furniture and fixtures, and other miscellaneous property of the
Debtor.
Ten-X will assist the Debtor in the sale of the property located at
2700 W. 18th Avenue, Emporia, Kansas 66801 and various equipment,
furniture and fixtures, and other miscellaneous property of the
Debtor.
Ten-X's commission in 5% of the gross sales with no additional
costs or fees.
Ten-X, Inc. does not hold or represent any interest adverse to that
of the Debtor and that Ten-X is disinterested within the meaning of
11 U.S.C. Sec. 101(14), according to court filings.
The firm can be reached at:
Kevin Spellacy
Ten-X, Inc.
15295 Alton Parkway
Irvine, CA 92618
Phone: (949) 465-8523
About Emporia Property Group LLC
Emporia Property Group LLC owns in fee simple a hotel property
located at 2700 W. 18th Avenue, Emporia, KS 66091 having an
appraised valued of $3.05 million. The Clarion Inn & Conference
Center hotel -- https://www.emporiaclarion.com/ -- is 100%
non-smoking and pet-friendly hotel located nearby Emporia State
University, and businesses that include Tyson, Emporia Energy
Center Westar, and Hostess Brands.
Emporia Property Group LLC filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 19-22155) on October 8, 2019. In the petition signed
by Lee Jones, authorized signer for Emporia Property Group, LLC,
the Debtor estimated $3,236,648 in assets and $6,406,053 in
liabilities.
The case is assigned to Judge Dale L. Somers.
Colin N. Gotham, Esq. at EVANS & MULLINIX, P.A. represents the
Debtor as counsel.
FAVALORA PROPERTIES: Court Conditionally Approves Disclosure Statem
-------------------------------------------------------------------
Favalora Properties, LLC, won conditional approval of its
disclosure statement.
A hearing to consider final approval of the disclosure statement
and a confirmation hearing on the Debtor's plan of reorganization
is scheduled before Judge Jerry A. Brown, in Courtroom 705, Hale
Boggs Federal Building, 500 Poydras Street, New Orleans, Louisiana,
on Tuesday, November 26, 2019 at 10:30 A.M.
Nov. 19, 2019 is fixed as the last day to file and serve written
objections to both the debtor’s disclosure statement.
As reported in the TCR, Favalora Properties, LLC, filed with the
U.S. Bankruptcy Court for the Eastern District of Louisiana a plan
of reorganization and disclosure statement. The Plan contemplates
(i) the Debtor's initially retaining a portion of the real property
on which it conducts its business operations, which property is
mortgaged to IMC, (ii) selling 44.02 linear feet of frontage of the
Kenner Property for an initial asking price of $130,600.00, with
the sales proceeds thereof being utilized to satisfy a majority
portion of the Secured Claim of IMC, (iii) selling some of its
equipment to satisfy the priority Claims, general Unsecured Claims
and the balance due and owing on the Secured Claim of IMC, and (iv)
continuing its leasing operations.
A full-text copy of the Disclosure Statement dated October 15,
2019, is available at https://tinyurl.com/y3j7hg6y from
PacerMonitor.com at no charge.
About Favalora Properties
Favalora Properties, LLC owns and operates the real (immovable)
property bearing municipal address 921 Industry Road, Kenner, LA
70062, which it leases to Favalora Constructors, Inc., a company
which is also owned and operated by Laurence Favalora.
Favalora Properties sought Chapter 11 protection (Bankr. E.D. La.
Case No. 19-10953) on April 9, 2019. Darryl T. Landwehr, Esq., at
LANDWEHR LAW FIRM, is the Debtor's counsel.
FIREBALL REALTY: Seeks to Extend Exclusivity Period Through Dec. 28
-------------------------------------------------------------------
Fireball Realty LLC requests the U.S. Bankruptcy Court for the
District of New Hampshire to extend the deadlines to file a Plan to
Dec. 28, 2019 and to seek approval of such plan until Feb. 28,
2020.
The Debtor has a hearing on its Motion to Extend Exclusivity Period
for Dec. 3, 2019 at 10:00 a.m. and is seeking an order ex parte to
extend the deadline until the hearing can be held.
The plan of reorganization requires the participation and support
of a number of parties. The plan recognizes that it is unlikely
that the Debtor will be able to reach an agreement with certain of
its secured creditors in time to file a plan of reorganization on
or before the current exclusivity period terminates -- which is on
Oct. 28.
Bar Harbour Bank has filed a Motion for Relief From Automatic Stay
and the hearing is scheduled for Nov. 6. The Debtor must prepare an
objection to the Motion for Relief and must also address those
properties in its Disclosure Statement and Plan.
In addition, the Debtor has filed a Motion to Employ Realtor and a
Motion to Sell Real Estate and the hearings on those motions are
scheduled for Nov. 5.
About Fireball Realty
Fireball Realty LLC, a real estate agency in Manchester, New
Hampshire, sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-10922) on June 28, 2019. In the petition signed by Charles R.
Sargent, Jr., member, the Debtor was estimated to have assets and
liabilities in the range of $1 million to $10 million. The Debtor
tapped William S. Gannon, Esq., at William S. Gannon PLLC, as
counsel.
FOREVER 21: Texas Taxing Objects to Priming of Liens
----------------------------------------------------
The County of Denton, Texas, The County of Hays, Texas, The County
of Brazos, Texas, The County of Williamson, Texas, and City of
Waco, et al, Texas (collectively, The Texas Taxing Authorities),
secured creditors, object to the interim order of Forever 21, Inc.
and its affiliated debtors authorizing to obtain postpetition
financing and use cash collateral.
The Texas Taxing Authorities' are political subdivisions of the
State of Texas authorized to assess and collect ad valorem taxes
pursuant to the laws of the State. The Texas Taxing Authorities
have filed secured claims for 2019 estimated ad valorem taxes
totaling $32,713.
The Texas Taxing Authorities objects to The Interim Order to the
extent that the pre and postpetition liens are being primed. The
Texas Taxing Authorities object to the entry of any interim or
final order that purports the superior lien position of The Texas
Taxing Authorities. The tax liens arise on January 1 of each tax
year and floats to after acquired property.
The Motion also does not adequately protect the tax liens and
claims as required by 11 U.S.C. Sec. 363 (e). The proceeds from
the sale of the Texas Taxing Jurisdictions' collateral constitutes
their cash collateral, and they object to the use of the collateral
to pay any other creditors of this estate.
The Texas Taxing Authorities are represented by:
MCCREARY, VESELKA, BRAGG & ALLEN, P.C.
Tara LeDay
P.O. Box 1269
Round Rock, Texas 78680
Telephone: (512) 323-3200
E=mail: tleday@mvbalaw.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.
FURIE OPERATING: Court Approves DIP Motion
------------------------------------------
Furie Operating Alaska, LLC, et al., filed its DIP Operating Budget
for the period from the Petition Date thru the week ending Dec. 27,
2019. A copy of the Budget is available at https://is.gd/deYo4f
from PacerMonitor.com at no charge.
On the Petition Date, the Debtors filed a motion to obtain
postpetition financing and use cash collateral.
On Aug. 14, 2019, the Court entered an Order approving the DIP
Motion on an interim basis.
On Sept. 26, 2019, the Court entered an Order approving the DIP
Motion on a final basis.
About Furie Operating Alaska
Headquartered in Anchorage Alaska, Furie Operating Alaska LLC and
its affiliates operate as independent energy companies primarily
focused on the acquisition, exploration, production, and
development of offshore oil and gas properties in the State of
Alaska's Cook Inlet region. They hold a majority working interest
in 35 competitive oil and gas leases in the Cook Inlet.
Additionally, they wholly own and operate an offshore production
platform in the middle of the Cook Inlet to extract natural gas
under the oil and gas leases.
Furie Operating Alaska and its affiliates, Cornucopia Oil & Gas
Company LLC, and Corsair Oil & Gas LLC, filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 19-11781 to 19-11783) on Aug. 9, 2019. In the petitions
signed by Scott M. Pinsonnault, interim COO, the Debtors were
estimated to have $10 million to $50 million in assets and $100
million to $500 million in liabilities.
Matthew P. Ward, Esq. at Womble Bond Dickinson (US) LLP and Timothy
W. Walsh, Esq., at McDermott Will & Emery LLP, serve as the
Debtors' counsel. Seaport Global Securities LLC is the Debtors'
investment banker; and Ankura Consulting Group is the financial
advisor. Prime Clerk LLC is the claims and noticing agent, and
administrative advisor.
GAETANO ENTERPRISES: Seeks to Hire AWG Hudson as Accountant
-----------------------------------------------------------
Gaetano Enterprises, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire AWG Hudson &
Association, PLLC, as accountants.
Services AWG will render and flat fees are:
a. prepare Federal 1040 Income Tax return with accompanying
Schedule C for Saccone's Pizza -- $1,350.00
b. prepare tax basis bookkeeping -- $2,000.00
AWG is a "disinterested person" within the meaning of 11 U.S.C.
Sec. 101(14), according to court filings.
The firm can be reached at:
Aaron W. Games
AWG Hudson & Assoc., PLLC
3508 Far West Blvd., Suite 150
Austin, TX 78731
Phone: (512) 258-0555
About Gaetano Enterprises
Gaetano Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-10115) on Jan. 28,
2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The case
is been assigned to Judge H. Christopher Mott. Barron &
Newburger,
P.C., is the Debtor's counsel.
GATHERING PLACE: Says Plan Is Feasible, Seeks Approval
------------------------------------------------------
The Gathering Place of Columbus seeks confirmation of its Second
Amended Plan of Reorganization.
Other than a limited objection that has been filed by the U.S.
Trustee, the Plan is unopposed.
Based on the Debtor's calculations—and due to Heartland Bank
having a secured position on essentially all of the Debtor's assets
-- it is reasonably assumed that a chapter 7 liquidation would not
result in any distribution to unsecured creditors. In comparison,
the Plan provides that general unsecured creditors will receive a
100% dividend over the course of the Plan, which clearly exceeds
the amount that would be recovered in chapter 7.
The Debtor says that the Plan is feasible because the Debtor has
demonstrated the ability to both fund all payments required
initially under the Plan, and to make future Plan payments without
the need for further reorganization. Feasibility has been
demonstrated through the discussions of the Debtor's ongoing
business in the Disclosure Statement, and will also be evidenced at
the Confirmation.
The estimated cash position of the Debtor of $50,000 will be
sufficient to pay the approximately $5,000 of initial payments on
the effective date and provide enough funds to pay the first Plan
payment. The Debtor remains on track to meet these cash position
values. As set forth in the Debtor's most recent operating report,
the Debtor had approximately $34,000 in cash at the end of August
2019, which was in excess of the amount the Debtor had projected to
be holding at that time.
A full-text copy of the memorandum dated Oct. 15, 2019, is
available at https://tinyurl.com/yyjvt4kt from PacerMonitor.com at
no charge.
About The Gathering Place of Columbus
The Gathering Place of Columbus is an Ohio non-profit
501(c)(3)religious organization serving the Columbus area,
operating out its church facility located at 3550 E. Deshler Ave.,
Columbus, OH 43227. It was founded in May of 1993, as an Ohio
non-profit corporation then known as Romans Church of God of the
Apostolic Faith, Inc. Effective Jan. 1, 2014, the organization
merged with another Ohio non-profit corporation called The
Gathering Place of Columbus.
The Gathering Place of Columbus sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-55347) on Aug.
24, 2018. At the time of the filing, the Debtor was estimated to
have assets of $1 million and liabilities of $1 million. Judge C.
Kathryn Preston oversees the case. Allen Stovall Neuman Fisher &
Ashton LLP is the Debtor's counsel.
GEIST SPORTS ACADEMY: Hires London Witte as Accountant
------------------------------------------------------
Geist Sports Academy seeks authority from the U.S. Bankruptcy Court
for the Southern District of Indiana to hire London Witte & Company
as their Accountant in their bankruptcy case.
The Debtor requires the firm's assistance in preparing their 2018
federal and state corporate income taxes.
The Debtor believes London Witte & Company does not hold or
represent any interest adverse to this bankruptcy estate and that
London Witte & Company is a disinterested party.
The firm may be reached at:
Lisa K. Fosnight
London Witte & Company
111 Monument Circle, Suite 3880
Indianapolis, IN 46204
About Geist Sports Academy
Geist Sports Academy, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 19-03303) on May 8, 2019, disclosing
under $1 million in both assets and liabilities. The Debtor
retained Redman Ludwig, P.C., as counsel.
The Office of the U.S. Trustee on June 14 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Geist Sports Academy, LLC.
GNC HOLDINGS: Incurs $2.41 Million Net Loss in Third Quarter
------------------------------------------------------------
GNC Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.41 million on $499.07 million of revenue for the three months
ended Sept. 30, 2019, compared to a net loss of $8.59 million on
$580.18 million of revenue for the three months ended Sept. 30,
2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $1.62 million on $1.59 billion of revenue compared to
net income of $10.94 million on $1.80 billion of revenue for the
same period during the prior year.
As of Sept. 30, 2019, the Company had $1.68 billion in total
assets, $1.64 billion in total liabilities, $211.39 million in
convertible preferred stock, and a total stockholders' deficit of
$175.66 million.
Liquidity and Capital Resources
As of Sept. 30, 2019, the Company had $68.2 million available under
the Revolving Credit Facility, after giving effect to $5.7 million
utilized to secure letters of credit and $7.1 million reduction to
borrowing ability as a result of a decrease in net collateral.
GNC said, "Our ability to make scheduled payments of principal on,
to pay interest on or to refinance our debt and to satisfy our
other debt obligations will depend on our future operating
performance, which will be affected by general economic, financial
and other factors beyond our control. We expect to make an excess
cash flow payment between $25 million and $35 million at 50% with
respect to the year ending December 31, 2019, which is expected to
be paid in the second quarter of 2020.
"We currently anticipate that cash generated from operations,
together with amounts available under the Revolving Credit
Facility, will be sufficient to service our debt (including the
expected excess cash flow payment), meet our operating expenses and
fund capital expenditures over the next 12 months. While our plan
is to refinance the majority of our indebtedness by the end of
2019, we make no assurances regarding the likelihood, certainty or
exact timing of this refinancing. In the event that all
outstanding amounts under the Notes in excess of $50.0 million are
not repaid, refinanced, converted or effectively discharged prior
to the Springing Maturity Date, the maturity date of the Tranche
B-2 becomes the Springing Maturity Date, subject to certain
adjustments. In the event that the aforementioned refinancing does
not occur before the Springing Maturity Date or the August 2020
maturity date, management believes that the Company will have the
ability to repay the outstanding balance on the Notes of $159.1
million with projected cash on hand and the Revolving Credit
Facility. We are currently in compliance with our debt covenant
reporting and compliance obligations under our Credit Facilities
and expect to remain in compliance over the next twelve months."
Cash provided by operating activities increased by $41.9 million
from $55.7 million for the nine months ended Sept. 30, 2018 to
$97.6 million for the nine months ended Sept. 30, 2019 driven
primarily by an increase in accounts payable as a result of the
Company's cash management efforts as well as the establishment of
payables associated with the Manufacturing JV.
Cash provided by investing activities was $77.3 million for the
nine months ended Sept. 30, 2019 compared with cash used in
investing activities of $11.4 million for the same period in 2018
primarily due to the $101 million cash proceeds received from IVC,
net of $1.8 million working capital purchase price adjustment, in
exchange for their 57% ownership in the Manufacturing JV. In
addition, the Company made a capital contribution of $10.7 million
to the Manufacturing JV for its share of short-term working capital
needs and contributed $2.4 million from its China business to the
HK JV and China JV. Capital expenditures for the nine months ended
Sept. 30, 2019 was $10.9 million compared with $13.4 million for
the same period in 2018.
The Company expects capital expenditures to be approximately $15
million to $20 million in 2019, which includes investments for
store development, IT infrastructure and maintenance. The Company
anticipates funding its 2019 capital requirements with cash flows
from operations and, if necessary, borrowings under the Revolving
Credit Facility.
For the nine months ended Sept. 30, 2019, cash used in financing
activities was $119.3 million, primarily consisting of $147.3
million in payments on the Tranche B-1 Term Loan, $123.8 million in
payments on the Tranche B-2 Term Loan, $24.7 million payments for
the repurchase of Notes, $12.8 million in fees paid for the
issuance of the Convertible Preferred Stock and a $10.4 million
original issuance discount paid to the Tranche B-2 Term Loan lender
at 2% of the outstanding balance, partially offset by approximately
$200 million of proceeds from the issuance of the Convertible
Preferred Stock.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/40MZj4
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
health and wellness brand with a diversified, multi-channel
business. The Company's assortment of performance and nutritional
supplements, vitamins, herbs and greens, health and beauty, food
and drink and other general merchandise features innovative
private-label products as well as nationally recognized third-party
brands, many of which are exclusive to GNC. The Company serves
consumers worldwide through company-owned retail locations,
domestic and international franchise activities, and e-commerce.
As of Sept. 30, 2019, GNC had approximately 7,800 locations, of
which approximately 5,700 retail locations are in the United States
(including approximately 1,900 Rite Aid licensed
store-within-a-store locations) and the remainder are locations in
approximately 50 countries.
GNC Holdings reported net income of $69.78 million for the year
ended Dec. 31, 2018, compared to a net loss of $150.26 million for
the year ended Dec. 31, 2017. As of June 30, 2019, the Company had
$1.68 billion in total assets, $1.65 billion in total liabilities,
$211.39 million in convertible preferred stock, and a total
stockholders' deficit of $173.85 million.
* * *
As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings Inc. and removed all
of its ratings on the company from CreditWatch, where S&P placed
them with negative implications on Feb. 14, 2018. "The affirmation
reflects our belief that GNC's capital structure remains
unsustainable over the long term in light of its current operating
performance, including its cash flow generation, because of
increased competitive threats amid the ongoing secular changes in
the retail industry," S&P said.
GULF COAST: $7.8M Sale of All Assets to AW Real Approved
--------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Gulf Coast Medical Park, LLC's sale
of substantially all assets to AW Real Estate Management, LLC for
$7.8 million.
The Agreement of Sale and Purchase, dated Oct. 4, 2019 between the
Debtor and AW for the sale of: (i) the Debtor's medical buildings
located at 13778 Plantation Road, Fort Myers, Florida 33912 and
13782 Plantation Road, Fort Myers, Florida 33912 ("Medical
Buildings"); (ii) any fixtures associated with the Medical
Buildings; and (iii) any leasehold interests for space in the
Medical Buildings ("Real Property"), is approved in accordance with
the Debtor's Amended Plan of Reorganization and Amended Disclosure
Statement for the Debtor's Amended Plan of Reorganization, which
Order granting confirmation of the Plan is pending with the Court,
is approved.
The Sale of the Real Property is approved, and the Debtor is
authorized to sell the Real Property, with a closing to take place
by Dec. 8, 2019, unless otherwise agreed to by the Debtor and AW.
Pursuant to 11 U.S.C.S. Section 1146, neither the Sale Agreement
nor Sale will result in taxation under any law imposing a stamp tax
or similar tax. Any stamp tax or similar tax which may be imposed
pursuant to the Sale Agreement or Sale will not be imposed by any
state or local governmental unit charged with responsibility for
collection or determination of such taxes.
All secured creditors, including Loroh and Centennial Bank, will be
paid the full amount of their allowed secured claims upon the
Closing of the Sale. The Debtor is directed to make the Authorized
Distributions from the proceeds of the Sale. Notwithstanding the
foregoing, $50,000 will be withheld from Loroh's Authorized
Distribution pending resolution of the Limited Objection. Pending
resolution of the Limited Objection, Loroh will retain a lien on
the Loroh Withholding. Therefore Loroh's Authorized Distribution
at the Closing of the Sale is $2.9 million.
The sale is free and clear of all Interests. All such Interest
will attach to the Sale Proceeds, including the Loroh Withholding.
After the Authorized Distributions, excepting the Loroh
Withholding, are paid in full, the Debtor and its agents are
directed to deposit all remaining Sale Proceeds into the
non-interest bearing, Dal Lago Law Trust Account. Michael R. Dal
Lago, Esq. will be and remain the sole signatory on the Account.
No withdrawals from the Account will be made by any party unless
such withdrawal is authorized by the Court through a separate
Order.
The Order will be immediately effective and enforceable upon entry
and, to the extent applicable, the 14-day stay period contemplated
in FRBP Rule 6004(h) will not apply.
About Gulf Coast Medical Park
Gulf Coast Medical Park LLC, based in Punta Gorda, Fla., filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March
28, 2018. In the petition signed by Magnus Karlstedt, managing
member, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
The Hon. Caryl E. Delano is the case judge.
Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy
counsel to the Debtor. Holmes Fraser, P.A., is the special
litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the
accountant.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
HIDALGO EMERGENCY SERVICE: Hires Jordan Holzer as Bankr. Counsel
----------------------------------------------------------------
Hidalgo County Emergency Service Foundation seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Jordan, Holzer & Ortiz, P.C. (JHO) as its Bankruptcy Counsel.
The Debtor has selected the Firm as its counsel for the reason that
the Firm's attorneys have had substantial experience in bankruptcy
matters and are well qualified to represent the Debtor in this
Chapter 11 case. The Debtor requested, and understands, that Mr.
Nathaniel Peter Holzer will be the attorney primarily responsible
for this bankruptcy case.
The Firm has agreed to represent the Debtor at these hourly rates
for its attorneys and paralegals:
Rate as of Engagement Letter Date
---------------------------------
Attorneys:
Shelby A. Jordan $525.00
Nathaniel Peter Holzer $375.00
Antonio Ortiz $325.00
Legal Assistants:
Shaun D. Jones $180.00
Chrystal R. Madden $180.00
Melba Ramirez $150.00
The Debtor paid JHO a fee advance of $50,000.00 which funds were
deposited into the Firm's IOLTA account. The Firm's pre-petition
invoices were paid in full from the advanced funds prior to the
filing of this bankruptcy case, including the filing fee for this
case, in the ordinary course of business, a total of $7,563.00.
JHO is not a pre-petition creditor of the Debtor.
The professional services to be rendered by the Firm shall include
all services necessary for conducting the case including, but not
limited to:
a) Taking all necessary action to initiate this Chapter 11
and assuring compliance with the U.S. Trustee Guidelines, with the
Bankruptcy Court's local rules and with the Bankruptcy Code
provisions applicable to an individual Chapter 11 filing;
b) Taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the analysis and preparation of objections to claims
filed against the Debtor's estates;
c) Preparing on behalf of the Debtor, as
debtor-in-possession, all necessary motions, applications,
disclosures, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate and amend
same from time to time as needed;
d) Taking all necessary actions, including drafting and
negotiations in connection with a chapter 11 plan and related
disclosure statement(s) and all related documents, and such further
actions as may be required in connection with the administration of
the Debtor's estate to a successful reorganization;
e) Challenging the extent, validity, or priority of claims
against the estate and liens claimed on the property of the estate;
f) Analyzing or prosecuting any chapter 5 cause of action, if
any; and
g) Performing all other necessary legal services in
connection with the prosecution of this chapter 11 case.
Mr. Holzer attests that the Firm does not represent any interest
adverse to the Debtor, or to the Estate of the Debtor, and has no
connections of any kind or nature with the creditors or other
parties to this case, the office of the U.S. Trustee, or their
respective attorneys. The Firm is disinterested within the meaning
of the Bankruptcy Code.
About Hidalgo County Emergency Service Foundation
Edinburg, Texas-based Hidalgo County Emergency Service Foundation
d/b/a South Texas Air Med and d/b/a Hidalgo County EMS --
https://www.hidalgocountyems.org -- is a provider of emergency
ambulatory services.
Hidalgo County Emergency Service Foundation filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 19-20497) on October 8, 2019,
listing between $1 million to $10 million in both assets and
liabilities. The petition was signed by Kenneth B. Ponce, sole
managing member.
The Hon. David R. Jones presides over the case. Lawyers at Jordan,
Holzer & Ortiz, P.C., serve as counsel to the Debtor.
HOACTZIN PARTNERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hoactzin Partners, L.P.
2406 Vanderbilt Court
Rowlett, TX 75088
Business Description: Hoactzin Partners L.P. is a privately
held company in the oil and gas investment
business.
Chapter 11 Petition Date: October 26, 2019
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 19-33545
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Hudson M. Jobe, Esq.
QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER,
P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 871-2100
Fax: (214) 871-2111
E-mail: hjobe@qslwm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hugh Brooks, chief restructuring
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txnb19-33545_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb19-33545.pdf
ICON EYEWEAR: Nov. 4 Meeting to Form Creditors' Panel Cancelled
---------------------------------------------------------------
A meeting to form a committee or committees of unsecured creditors
in Icon Eyewear, Inc.'s bankruptcy case has been cancelled as the
case is dismissed, according to the U.S. Department of Justice
website.
The meeting was originally scheduled for Nov. 4, 2019 at the Office
of the United States Trustee of Region 3.
About Icon Eyewear
Founded in 1987, Icon Eyewear, Inc. --
https://www.iconeyewear.com/
-- is a designer and creator of the latest fashion and active
sunglasses and reading glasses for women, men, juniors, and kids.
Its wholesale distribution network reaches more than 12,000 stores
worldwide, while partnering with nearly a dozen factories in Asia,
and establishing quality-control and sourcing offices in Europe and
Asia. The company operates out of its 130,000-square foot creative
studio, operations and distribution facility in South Hackensack,
New Jersey.
Icon Eyewear sought Chapter 11 protection (Bankr. D.N.J. Case No.
19-29733) on Oct. 18, 2019. In the petition signed by Michael
Chang, chief executive officer, the Debtor estimated assets of
$7,709,816 and debt of $8,158,418 as of the
bankruptcy filing. The Hon. John K. Sherwood is the case judge.
Wasserman, Jurista & Stolz P.C., led by Donald W. Clarke, Esq. and
Daniel Stolz, Esq., is the Debtor's counsel.
INPIXON: Iliad Research Swaps $195,000 Note for Equity
------------------------------------------------------
Inpixon and Iliad Research and Trading, L.P., the holder of that
certain outstanding promissory note issued on Dec. 21, 2018 with an
outstanding balance of $1,916,410 as of Oct. 24, 2019, have entered
into an exchange agreement, pursuant to which the Company and Iliad
agreed to (i) partition a new promissory note in the form of the
Original Note in the original principal amount equal to $195,000
and then cause the outstanding balance to be reduced by $195,000;
and (ii) exchange the partitioned note for the delivery of
1,950,000 shares of the Company's common stock, par value $0.001
per share, at an effective price per share equal to $0.10. The
shares of Common Stock will be delivered to Iliad on or before Oct.
25, 2019 and the exchange will occur with Iliad surrendering the
partitioned note to the Company on the date when the shares of
Common Stock are approved and held by Iliad's brokerage firm for
public resale.
In addition, pursuant to the terms and conditions of the exchange
agreement, (i) Iliad agreed to extend the standstill previously
agreed to pursuant to the terms of that certain Standstill
Agreement, dated as of Aug. 8, 2019, whereby Iliad will not be
entitled to redeem all or any portion of the principal amount of
the Original Note until Dec. 31, 2019, and (ii) the maturity date
of the Original Note was extended to Dec. 31, 2019.
Iliad is also the holder of that certain promissory note, issued on
Sept. 17, 2019, with an outstanding balance of approximately $0.958
million as of Oct. 9, 2019. Chicago Venture Partners, L.P., an
affiliate of Iliad, is the holder of other promissory notes of the
Company, with an aggregate outstanding balance of approximately
$8.014 million as of Oct. 9, 2019.
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $24.56 million for the year ended
Dec. 31, 2018, compared to a net loss of $35.03 million for the
year ended Dec. 31, 2017. As of June 30, 2019, the Company had
$23.88 million in total assets, $12.14 million in total
liabilities, and $11.74 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated March 28, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
JAGGED PEAK: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------
The U.S. Trustee for Region 17 on Oct. 24, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Jagged Peak, Inc. and TradeGlobal LLC.
The committee members are:
(1) DI Overnite, LLC
Attn: Joseph Varraveto
14043 Stage Road
Sante Fe Springs, CA 90670
(2) Simple VMS, Inc.
Attn: Jason Oswald
7373 Beechmont Avenue, Suite L104
Cincinnati, OH 45230
(3) The Job Center, LLC
Attn: Kyle Decker
11435 Mason-Montgomery Road
Cincinnati, OH 45249
(4) Supply One, Inc.
Attn: William M. Laughlin
11 Campus Blvd., Suite 150
Newtown Square, PA 19073
(5) Nesco Resource
Attn: Jeff Cooke
12708 Dupont Circle
Tampa, FL 33626
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 Jagged Peak
Jagged Peak Inc. and its subsidiaries are software companies in
Tampa, Fla. The Debtors deliver end-to-end global eCommerce
solutions that help companies break into new markets and build
customer base by creating a seamless experience across borders for
all product types.
Jagged Peak and its debtor-affiliates sought Chapter 11 protection
(Bankr. D. Nev. Lead Case No. 19-15959) on Sept. 16, 2019.
In the petitions signed by CRO Jeremy Rosentha, Jagged Peak, and
TradeGlobal, LLC were estimated to have assets of $50 million to
$100 million and liabilities of $10 million to $50 million.
TradeGlobal North America Holding, Inc. was estimated to have
assets of $1 million to $10 million and estimated liabilities of
less than $50,000.
The Hon. Mike K. Nakagawa oversees the cases.
Gregory E. Garman, Esq., at Garman Turner Gordon, serves as
bankruptcy counsel to the Debtors. BMC Group, Inc. is the claims
and noticing agent.
JULIETTE FALLS: Renasant BankSays Plan Not Confirmable
------------------------------------------------------
Creditor Renasant Bank objects to the disclosure statement in
support of Juliette Falls Properties, LLC's Chapter 11 plan.
"The Debtor is a single asset limited liability company solely
owned by Louie Wise III. The Debtor earns no income, and has never
earned any income. The Debtor has no employees, and has never had
any employees. The Debtor's sole purpose to provide Wise with a
free place to live. With this backdrop, the Debtor cannot meet its
burden of showing that its Disclosure Statement reflects a plan
that is confirmable," Renasant tells the Court.
"The Disclosure Statement improperly separates similar unsecured
creditors into two classes. As Wise seeks to retain unimpaired
ownership of the Debtor, the plan can only be confirmed over
Renasant's objection. Renasant is under-secured, and the Debtor
has sought to bifurcate its claim into a secured and unsecured
portion. Yet the Disclosure Statement places Renasant into one
class, with both the secured and unsecured portion."
Renasant avers that the Disclosure Statement does not comply with
the absolute priority rule. Renasant will vote against the plan,
and the Debtor would need to cramdown the Plan over Renasant's
objection. This can only be accomplished if Renasant is paid in
full. But the Disclosure Statement does not contemplate paying any
interest on the unsecured portion of Renasant's alleged claim
(approximately $175,000) over 30 years. As such, the Disclosure
Statement is facially insufficient.
A copy of the objection dated Oct. 15, 2019, is available at
https://tinyurl.com/y66zr354 from PacerMonitor.com at no charge.
As reported in the TCR, Juliette Falls Properties filed a Chapter
11 plan of reorganization and accompanying disclosure statement
proposing to source funding for Plan from the personal income of
the Louie F. Wise, III, from his employment.
A full-text copy of the Disclosure Statement dated Aug. 1, 2019, is
available at https://tinyurl.com/y4kcbmh3 from PacerMonitor.com at
no charge.
Renasant Bank is represented by:
BALCH & BINGHAM LLP
Geremy W. Gregory
Charles Brumby
1 Independent Drive, Suite 1800
Jacksonville, FL 32202
Telephone: (904) 348-6875
Facsimile: (866) 230-9973
E-mail: ggregory@balch.com
cbrumby@balch.com
About Juliette Falls Properties
The sole asset of Juliette Falls Properties, LLC, is a residential
home located at 6898 SW 179th Avenue Road, Dunnellon, Florida. The
residential home is occupied by Louie Wise who uses the property as
his residence. The original intended purpose for the formation of
the Debtor as a Florida limited liability company was to invest in
multiple real estate properties. However, due to a down turn in
the finances of Louie Wise, that turned out to be impractical.
Juliette Falls Properties, LLC, filed a voluntary Chapter 11
petition (Bankr. M.D. Fla. Case No. 19-02937) on Aug. 1, 2019,
estimating under $1 million in both assets and liabilities. Richard
A. Perry, P.A., led by founding partner Richard A. Perry, is the
Debtor's counsel.
LARRY E. PARRISH: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Larry E. Parrish P.C. as of Oct. 25,
according to a court docket.
About Larry E. Parrish P.C.
Larry E. Parrish P.C. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-27269) on Sept. 12,
2019. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. The case is assigned to Judge George W.
Emerson Jr. The Debtor is represented by Parrish Lawyers, P.C.
LEVEL HOME: Unsecureds to be Paid in Full in 10 Years
-----------------------------------------------------
Debtor Level Home Foundation Repair, LLC, filed with the U.S.
Bankruptcy Court for the Western District of Louisiana, Shreveport
Division, a Plan of Reorganization and Disclosure Statement.
Holders of allowed general unsecured claims owed $191,214 will
receive monthly payments of $1,593.46 over a 120-month term until
the claims are paid in full.
The equity interest holders will retain their interest in the
Reorganized Debtor, a single-member LLC organized under the laws of
the State of Louisiana.
The Reorganized Debtor, a single-member LLC, will retain all of its
property and continue its business operations under the control and
management of its single member, Charles Sidney Eason. He will
retain his 100% member interest in the Debtor.
Payments and distributions under the Plan will be funded by the
following: the operations of the Debtor and any necessary cash
infusion that would be made by Charles Sidney Eason; projected
reasonable annual growth in revenue; and debt re-structuring of all
classes of creditors which will result in sufficient monthly cash
flow to fund operations, service debt and to implement growth
strategies.
The Debtor's financial projections show that over a five year
period, the Debtor will have an aggregate annual average cash flow,
after paying operating expenses and obligations under the Chapter
11 Plan of Reorganization of $89,144.44. The final Plan payment is
expected to be made on January 1, 2025.
A full-text copy of the Disclosure Statement dated Oct. 15, 2019,
is available at https://tinyurl.com/y286cmpq from PacerMonitor.com
at no charge.
About Level Home Foundation
Level Home Foundation Repair, LLC, is a Louisiana Limited Liability
Company (LLC). Since June 10, 2016, it has been in the business of
providing foundation repair services. It specializes in providing
those services to residential customers; however, occasionally
Debtor provides foundation repair services to commercial customers.
The managers of the Debtor during the Debtor's chapter 11 case have
been Charles Sidney Eason, Construction Supervisor, and Maria
Eason, Office & Financial Manager.
Level Home Foundation Repair, LLC, sought Chapter 11 protection
(Bankr. W.D. La. Case No. 19-10589) on April 19, 2019. The Debtor
was estimated to have less than $500,000 in assets and less than $1
million in liabilities. Robert W. Raley is the Debtor's counsel.
LONG BLOCKCHAIN: Enters Into Non-Binding LOI to Merge with Stran
----------------------------------------------------------------
Stran & Company, Inc. and Long Blockchain Corp. have entered into a
non-binding letter of intent to merge their businesses.
Founded in 1994, Stran has grown to become a premiere distributor
of branded merchandise and services to leading organizations across
the world and is a top 50 distributor of promotional products in
the United States. Andy Shape is the chief executive officer and a
director of LBCC as well as the president of Stran. Accordingly,
LBCC has formed a special committee comprised solely of
disinterested directors to negotiate the terms of the merger, and
this special committee has engaged an independent third-party to
provide a fairness opinion on the transaction.
If the proposed transaction is completed, LBCC would be renamed to
reflect the new primary focus of the business and its board of
directors be restructured to include individuals with experience in
the promotional solutions industry. Andy Shape would remain Chief
Executive Officer and a director of the combined group.
Mr. Shape commented, "We're excited to expand Stran's visibility
through this proposed transaction. We bring more than 25 years of
experience building strong partnerships, cutting-edge technology
solutions and innovative custom branding programs that help our
customers extend the loyalty of their brands. We see this
transaction as an ideal platform for further growth opportunities
for the Stran family - including our partners, customers, employees
and current and future shareholders."
William Hayde, independent director of LBCC and a member of the
special committee, added, "Stran has been a fantastic partner over
the past year in establishing our loyalty program business operated
through Stran Loyalty Group, which has grown nicely. Through this
venture, we developed a stronger appreciation for the opportunities
within this industry, which led us to this proposed transaction.
We believe this was a natural next step for both companies, as well
as our partners and shareholders."
The letter of intent contemplates an all-stock transaction pursuant
to which LBCC would form a wholly-owned subsidiary which would
merge with and into Stran, with Stran surviving as a subsidiary of
LBCC and as the primary operating business. Stran Loyalty Group,
an ongoing collaboration between Stran and LBCC that is a
subsidiary of LBCC, would remain as a separate subsidiary focused
on loyalty programs. Completion of the transaction is subject to,
among other things, the completion of a definitive merger agreement
between the parties and the satisfaction or waiver of the closing
conditions to be included in such agreement, which are expected to
include the conclusion of the sale of LBCC's beverage subsidiary.
As previously announced, on Sept. 19, 2019, LBCC entered into an
agreement for the sale of the beverage subsidiary to ECC Ventures 2
Corp.
The LBCC-Stran letter of intent is non-binding and LBCC has not yet
entered into a definitive agreement for the proposed merger.
Accordingly, there can be no assurance that the merger will
complete. The proposed merger is subject to finalizing the terms
of, and executing, a definitive agreement relating to the proposed
merger and obtaining and satisfying all other necessary closing
conditions. Furthermore, certain terms of the merger are still
subject to discussion and may be changed as a result of any
material positive or adverse change to the business of either
party. Accordingly, there can be no assurance that a merger, if
entered into, will be consummated on the terms described in this
press release or at all. Assuming that both Stran and LBCC
successfully reach a definitive agreement and all conditions are
satisfied, the transaction would be expected to close in the fourth
quarter of 2019.
About Long Blockchain Corp.
Headquartered in Hicksville, New York, Long Blockchain Corp. --
http://www.longblockchain.com/-- is focused on developing and
investing in globally scalable blockchain-based financial
technology solutions. It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long-term value for its shareholders and the global community by
investing in and developing businesses that are "on-chain".
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities. Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand 'The Original
Long Island Brand Iced Tea'.
Long Blockchain incurred a net loss of $15.21 million in 2017 and
net loss of $10.44 million in 2016. As of Sept. 30, 2018, the
Company had $12.96 million in total assets, $4.14 million in total
liabilities, and $8.81 million in total stockholders' equity.
Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
LUCKY BUMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lucky Bums Subsidiary LLC
PO Box 2794
Bigfork, MT 59911
Business Description: Lucky Bums Subsidiary LLC --
https://luckybums.com -- is a wholesaler of
sporting and recreation goods. The Company
offers camp chair, camp stools, adventure
vests, beach chairs, cub sleeping bags,
river tubes, ski training tip connectors,
rain jackets, rain pants, adventure
binoculars, sleeping bags, inflatable sleds,
ski training harnesses, helmets, skimboards,
wooden snowboards and more.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court of Montana
District of Montana (Butte)
Debtor's Counsel: Matthew F. Shimanek, Esq.
SHIMANEK LAW FIRM
317 East Spruce Street
Missoula, MT 59802
Tel: 406-544-8049
E-mail: matt@shimaneklaw.com
Case No.: 19-61084
Total Assets: $1,722,017
Total Liabilities: $4,478,205
The petition was signed by Jeff Streeter, manager.
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/mtb19-61084.pdf
MAGNOLIA LANE CONDOMINIUM: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------------
Debtor: Magnolia Lane Condominium Association, Inc.
7417 SW 152 Avenue
Miami, FL 33185
Business Description: Magnolia Lane Condominium Association, Inc.
is a community organization based in Miami,
Florida.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Case No.: 19-24437
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: John P. Arcia, Esq.
JOHN PAUL ARCIA, PA
175 SW 7th Street Suite 2000
Miami, FL 33130
Tel: 786-429-0410
E-mail: parcia@arcialaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mercedes Rodriguez, vice president.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb19-24437_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb19-24437.pdf
MATTRESS RESOLUTION: UCC Revises Disclosures to Resolve Objection
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Innovative
Mattress Solutions, LLC and its related debtors submitted a
blackline of the Disclosure Statement relative to the version filed
on September 18, 2019.
The blackline reflects non-substantive revisions to the Disclosure
Statement to resolve an informal comment to the Disclosure
Statement made by one creditor and the only objection to the
Disclosure Statement which was filed by another creditor. The
Committee intends to incorporate these changes into the
solicitation versions of the Plan and Disclosure Statement that the
Committee intends to serve on all parties in the Chapter 11 Cases
upon entry of an order approving the Disclosure Statement.
As reported in the TCR, the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of Mattress Resolution,
LLC, filed a Chapter 11 plan and
accompanying Disclosure Statement.
Under the Plan, general unsecured claims will receive a pro rata
distribution of the assets remaining in the GUC Trust after all
administrative and priority claims have been satisfied. All equity
interests in the Debtors shall be cancelled.
A black-lined copy of the Revised Disclosure Statement dated Oct.
15, 2019, is available at https://tinyurl.com/y57w9amw from
PacerMonitor.com.
The Committee is represented by:
James R. Irving
April A. Wimberg
BINGHAM GREENEBAUM DOLL LLP
3500 PNC Tower
101 South Fifth Street
Louisville, KY 40202
Direct: 502-587-3606
E-mail: jirving@bgdlegal.com
awimberg@bgdlegal.com
- and -
James S. Carr
Jason R. Adams
Maeghan J. McLoughlin
KELLEY DRYE & WARREN LLP
101 Park Avenue
New York, NY 10178
Direct: 212-808-7911
E-mail: jcarr@kelleydrye.com
jadams@kelleydrye.com
mmcloughlin@kelleydrye.com
About Innovative Mattress Solutions
Innovative Mattress Solutions, LLC, operates 142 specialty sleep
retail locations primarily in the southeastern U.S. under the names
Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers
sleep outfitters, complete beds, electric adjustable beds, bed bug
protectors, sheets and pillows. Innovative Mattress Solutions was
founded in 1983 and is based in Lexington, Kentucky.
Innovative Mattress Solutions, LLC, and 10 affiliates sought
Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on
Jan. 11, 2019. The Hon. Gregory R. Schaaf is the case judge.
Innovative Mattress estimated assets of $10 million to $50 million
and liabilities of the same range.
The Debtors tapped Delcotto Law Group PLLC as counsel; Jackson
Kelly PLLC, and Morris Nichols Arsht & Tunnell LLP, as special
counsel; Brown, Edwards & Company, L.L.P., as accountant; and
Conway Mackenzie, Inc. as financial advisor.
The Office of the U.S. Trustee on Jan. 23, 2019, appointed seven
creditors to serve on an official committee of unsecured creditors.
The committee retained Bingham Greenebaum Doll LLP, as counsel;
Kelley Drye & Warren LLP, as co-counsel; and Province, Inc., as
financial advisor.
NEW ENERGY: Seeks to Hire Cardona Jimenez as Counsel
----------------------------------------------------
New Energy Consultants & Contractors LLC seeks authority from the
United States Bankruptcy Court for the District of Puerto Rico (Old
San Juan) to employ Cardona Jimenez Law Offices, P.S.C., as
counsel.
New Energy requires Cardona Jimenez to:
a. examine members and officers of the Debtor and other
parties in interest as to the acts, conduct, and property of the
Debtor;
b. prepare the Disclosure Statement, Plan of Reorganization,
records and reports as required by the Bankruptcy Code and the
Federal Rules of the Bankruptcy Procedure;
c. prepare applications and proposed orders to be submitted to
the Court;
d. identify and prosecute of claims and causes of action
assertible by the debtor-in-possession on behalf of the estate;
e. examine proof of claims files and to be files in the case
and the possible objections to certain of such claims;
f. advise the debtor-in-possession and prepare documents in
connection with the ongoing operation of debtor's business;
g. advise the debtor-in-possession and prepare documents in
connection with the liquidation of the assets of the estate, if
needed, including analysis and collection of outstanding
receivables; and
h. assist and advise the debtor-in-possession in the discharge
of any and all the duties imposed by the application disposable of
the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.
Jose F. Cardona Jimenez, Esq. disclosed that the firm does not hold
any interest adverse to the Debtor's bankruptcy estate, and is a
"disinterested person" as defined in Sec. 101(14).
The firm can be reached at:
Jose F. Cardona Jimenez, Esq.
PO Box 9023593
San Juan, PR 00902
Tel: 787 724-1303
Fax: 787-724-1369
E-mail: jf@cardonalaw.com
About New Energy Consultants
New Energy Consultants & Contractors LLC is a Puerto Rican company
with a mission to serve residential and commercial renewable energy
markets.
New Energy Consultants & Contractors LLC filed a Chapter 11
petition (Bankr. D.P.R. Case No. 19-05891) on October 10, 2019. In
the petition signed by Yolanda Gonzalez Gomez, chief financial
officer & chief restructuring officer, the Debtor estimated $50,000
in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Enrique S. Lamoutte Inclan.
Jose F. Cardona Jimenez, Esq. at CARDONA JIMENEZ LAW OFFICES, PSC,
represents the Debtor as counsel.
NORTIS INC: Seeks to Hire Anthony J. Neupert as Financial Advisor
-----------------------------------------------------------------
Nortis, Inc. seeks authority from the United States Bankruptcy
Court for the Western District of Washington (Seattle) to employ
Anthony J. Neupert, LLC as its financial advisor.
The Debtor requires Neupert's expert assistance with its financial
reporting and analysis in connection with this Chapter 11 case.
Mr. Neupert's hourly billing rate is $225.
On September 17, 2019, Neuper received a retainer of $5,000 from
Nortis for these services.
Anthony J. Neupert, CPA, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The advisor can be reached at:
Anthony J. Neupert, CPA
Anthony J. Neupert, LLC
15814 105th Ave Ne
Bothell, WA 98011-4026
About Nortis Inc.
Nortis, Inc., a company that provides scientific research and
development services, filed for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-13529) on Sept. 25,
2019 in Seattle, Wash. In the petition signed by Thomas Neumann,
president and chief executive officer, 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 is the Debtor's legal counsel.
NORTIS INC: Seeks to Hire Karr Tuttle as Legal Counsel
------------------------------------------------------
Nortis, Inc. seeks authority from the United States Bankruptcy
Court for the Western District of Washington (Seattle) to employ
Karr Tuttle Campbell P.S. as its legal counsel.
Nortis requires KTC to:
a. provide legal advice and services necessary to fully and
accurately complete the schedules, statement of financial affairs,
and other reports, applications, pleadings and other legal papers
necessary to properly and effectively pursue Chapter 11 relief
before this Bankruptcy Court;
b. advise the Debtor on its obligations, powers and duties as
a debtor in possession in connection with its administration of
this case and its ongoing business operations;
c. advise the Debtor on the procedures and processes governing
Chapter 11;
d. advise the debtor on secured financing and tax lien matters
and any available avoidance actions arising under the bankruptcy or
non-bankruptcy laws;
e. assist the Debtor with regard to its review of claims and
interests and determining issues relating to allowance and
distributions on allowed claims and interests;
f. assist the Debtor in preparing and proposing a fair,
equitable and confirmable plan of reorganization, obtaining its
confirmation and assist in its consummation and implementation;
and
g. perform all other legal services reasonably necessary in
this bankruptcy case or relating to this bankruptcy case, including
bankruptcy matters following confirmation of a plan of
reorganization.
The Debtor paid KTC a retainer of $75,000.00 on September 16, 2019
and authorized KTC to apply $55,980.00 of this retainer in payment
for these legal services, which occurred on September 23, 2019. KTC
continues to hold a
pre-petition retainer of $19,020.00.
KTC represents no other entity in connection with this case, is not
a creditor of the Debtor, and is "disinterested" as that term is
defined in 11 U.S.C. Sec. 101(14), according to court filings.
The firm can be reached at:
Michael M. Feinberg, Esq.
KARRTUTTLE CAMPBELL
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
Phone: (206) 223 1313
Fax: (206) 682 7100
About Nortis Inc.
Nortis, Inc., a company that provides scientific research and
development services, filed for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-13529) on Sept. 25,
2019 in Seattle, Wash. In the petition signed by Thomas Neumann,
president and chief executive officer, 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 is the Debtor's legal counsel.
NSM TOP HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to NSM Top
Holdings Corp. (NSM) and 'B' issue-level ratings to the company's
senior secured revolving credit facility and first-lien term loan.
The recovery rating is '3' (50%-70%, rounded estimate: 50%).
"Limited size, narrow business focus in the fragmented CRT market,
meaningful supplier concentration, and high geographic
concentration are key considerations underpinning our 'B' rating,"
S&P said.
NSM operates in a relatively small (about $2.4 billion) and
fragmented served CRT market in the U.S. with a limited revenue
base of about $475 million estimated for 2019. The market is
largely dominated by two players--NMN Holdings III Corp (d.b.a.
Numotion; B/Stable/--) and NSM Top Holdings Corp.--accounting for
approximately 50% of the total market. Small regional players and
owner operated shops form the remaining share. NSM derives about
87% of revenue from CRT equipment (manual and power wheelchairs,
seating and positioning products), 9% from service and repair, and
the remaining 4% from the faster-growing home access services. In
the CRT segment, NSM assembles and customizes the chairs for
patients, but the company does not manufacture wheelchairs and has
to rely on third-party suppliers for components, which makes
supplier concentration an important factor in S&P's business risk
assessment.
The stable outlook reflects S&P's forecast for double-digit
percentage revenue growth in 2019 and 2020, modest EBITDA margin
expansion, steady reported FOCF of above $10 million, and debt
leverage greater than 6.0x under financial sponsor ownership.
"We could lower our rating if the company's operating performance
deteriorates from our base-case forecast, resulting in thin or
negligible free cash flow generation. Such a scenario could occur
if the company experiences greater than expected pricing pressures
from its equipment suppliers, a cut to reimbursement from
government payers or billing-related complications resulting in 200
basis points EBITDA margin contraction and leading to negative free
cash flow," S&P said.
"We consider a higher rating highly unlikely over the next year
given financial sponsor ownership that we expect will result in
leverage sustained above 5x over time," the rating agency said.
OASIS PETROLEUM: S&P Affirms 'B+' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on Oasis
Petroleum Inc., a Houston-based crude oil and natural gas
exploration and production company.
At the same time, S&P is lowering its issue-level rating on the
company's senior unsecured debt to 'B+' from 'BB-', and revising
its recovery rating to '3' from '2'. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default.
The affirmation reflects S&P's expectation that Oasis Petroleum
Inc. will continue to operate with a disciplined capital program,
which S&P expects to narrow the company's free operating cash flow
(FOCF) deficit to a modest amount in 2019 before achieving a
positive FOCF position beginning in 2020, while growing production
at a more moderate pace. S&P expects average funds from operations
(FFO) to debt of about 30% and debt to EBITDA of just below 3.0x
over the next two years.
The stable outlook on Oasis reflects S&P's expectation that the
company will maintain FFO to debt of about 30% during the next
12-24 months and maintain a conservative financial policy as it
develops and grows its Delaware Basin assets.
"We could lower the rating if FFO to debt approached 20% for a
sustained period, which would most likely result from
lower-than-expected crude oil prices and/or production volumes
falling short of our current projections. In addition, we could
lower the rating if we expect that less-supportive capital markets
will make it more challenging for Oasis to address its March 2022
debt maturity," S&P said.
"We could consider an upgrade if the company improved its scale and
broadened its geographic diversification while maintaining FFO to
debt above 30%. This would most likely occur from a
quicker-than-expected ramp-up of the company's Delaware Basin
assets," the rating agency said.
ORCHIDS PAPER: Dec. 11 Hearing on Debtors' Plan & Disclosures
-------------------------------------------------------------
OPP LIQUIDATING COMPANY, INC., known as Orchids Paper Products
Company before selling its assets to Cascades, is seeking approval
of its Liquidating Plan and Disclosure Statement on Dec. 11, 2019.
The Court set these dates:
* The deadline for the Debtors to Object to Claims for Voting
Purposes Only: Nov. 11, 2019 at 4:00 p.m. (ET)
* The deadline to File Plan Supplement: Nov. 18, 2019 at 4:00
p.m. (ET)
* The deadline for Creditors to File Rule 3018 Motions: Nov. 25,
2019 at 4:00 p.m. (ET)
* Deadline for Debtors to Respond to Rule 3018 Motions: Dec. 2,
2019 at 4:00 p.m. (ET)
* Voting Deadline for the Combined Plan and Disclosure
Statement: Dec. 2, 2019 at 4:00 p.m. (ET)
* Combined Plan and Disclosure Statement, Objection Deadline:
Dec. 2, 2019 at 4:00 p.m. (ET)
* Deadline to File Confirmation Brief and Other Evidence
Supporting the Combined Plan and Disclosure Statement, and form of
Confirmation Order: Dec. 6, 2019 at 4:00 p.m. (ET)
* Deadline to File Voting Tabulation Affidavit Dec. 6, 2019 at
4:00 p.m. (ET)
* Combined Hearing on Plan and Disclosure Statement: Dec. 11,
2019 at 10:30 a.m. (ET)
As reported in the TCR, Orchids Paper Products Company, et al.,
filed a proposed Chapter 11 Plan of Liquidation. The Debtors'
assets have already been transferred from the Debtors to Cascades
Holding US Inc. as part of the close of sale. The Debtors have
sold their operating assets to Cascades for $207 million plus
certain additional cash payments and the assumption of certain
liabilities.
The Combined Plan and Disclosure Statement provides that upon the
Effective Date: (i) Liquidating Trust Assets will be transferred to
the Liquidating Trust; and (ii) after completing all of their
ordinary course business operations and fiduciary obligations, the
Debtors will be dissolved on the Effective Date and all
responsibility thereafter will transfer to the Liquidating Trust.
The Liquidating Trust Assets will be administered and distributed
as soon as practicable pursuant to the terms of the Combined Plan
and Disclosure Statement.
A full-text copy of the Second Amended Combined Disclosure
Statement and Chapter 11 Plan of Liquidation dated Oct. 18, 2019,
is available at https://tinyurl.com/y2jrq9tl from PacerMonitor.com
at no charge.
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, 2019,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases. The Committee
retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its
Delaware counsel.
ORCHIDS PAPER: Responds to Objections to Plan Releases
------------------------------------------------------
Orchids Paper Products Company, et al. filed a response to the
objection of the Securities and Exchange Commission United States
Trustee, and the Official Committee of Unsecured Creditors to
approval in the combined disclosure statement and chapter 11 plan
of liquidation.
The primary argument of each of the Objection -- —all of which
rely on the minority approach with respect to consensual third
party releases -- is that the Interim Approval and Procedures Order
should not be granted because the Third Party Release contained in
the Combined Plan and Disclosure Statement is not consensual and
the Combined Plan and Disclosure Statement does not comply with
Local Rule 3017-2.
The Debtors have agreed to amend the definition of Releasing
Parties such that Holders of Claims in Class 4 that vote to reject
the Combined Plan and Disclosure Statement are not included.
The Third Party Release contained in the Combined Plan and
Disclosure Statement is consensual given the parties' ability to
opt out of such releases, and thus, meet the requirements of Local
Rule 3017-2.
The D&O insurance coverage is up to $36 million, and the Debtors'
current estimate is that the total unsecured claims in the cases
are approximately $10 million to $12 million after a fulsome claims
administration process is completed. That amount, plus the Orchids
Investment Deficiency Claim (once interest is calculated through
the Closing, the Orchids Investment Deficiency Claim will be just
over $15,000,000), is less than the available insurance coverage,
so the Third Party Release will have no negative impact on the
potential recovery of the General Unsecured Creditors.
The Debtors believe that the concerns raised by the Committee and
the SEC with regard to exculpation are confirmation issues and not
ripe for the preliminary hearing. Nevertheless, the Debtors hold
firm that the Combined Plan and Disclosure Statement does not
provide for impermissible exculpation.
A copy of the response dated October 15, 2019, is available at
https://tinyurl.com/y67jzpqx from PacerMonitor.com at no charge.
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, 2019,
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.
ORIGINAL PUBLIC HOUSE: Hires Heard Ary as Bankruptcy Counsel
------------------------------------------------------------
The Original Public House asks the U.S. Bankruptcy Court for the
Northern District of Alabama to approve the employment of Kevin D.
Heard and the law firm of Heard, Ary & Dauro, LLC, as its counsel.
The professional services which Kevin D. Heard and the law firm of
Heard, Ary & Dauro, LLC are to render include:
(a) Giving the Debtor legal advice with respect to its powers
and duties as debtor-in-possession;
(b) Taking necessary action against various creditors,
entities, governmental agencies, etc., to enforce the stay and
protect the interests of the Debtor;
(c) Preparing on behalf of or assisting the Debtor in
preparing, as debtor-in-possession, all necessary applications,
answers, orders, reports and legal papers including the formulation
of a disclosure statement and plan of reorganization; and
(d) Performing all other legal services for Debtor, as
debtor-in-possession, which may be necessary.
The Debtor will pay Kevin D. Heard a standard hourly rate of
$310.00, which is subject to periodic adjustments to reflect
economic and other conditions.
Mr. Heard attests that he and his law firm have no connection with
the Debtor's creditors, or any other party-in-interest or their
respective attorneys and qualify as a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
The firm may be reached at:
Kevin D. Heard
Heard, Ary & Dauro, LLC
303 Williams Avenue, Suite 921
Huntsville, AL 35801
Tel: (256) 535-0817
Email: kheard@heardlaw.com
The Original Public House, Inc. filed for Chapter 11 bankruptcy
(Bankr. N.D. Ala. Case No. 19-83046) on October 10, 2019, listing
under $1 million in assets and liabilities. Kevin D. Heard, Esq.,
at Heard, Ary & Dauro, LLC, serves as counsel to the Debtor.
PARHELION INC: Sanderson Law Firm Represents Multiple Creditors
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
The Sanderson Law Firm, PLLC filed a verified statement to disclose
0that it is representing the multiple creditors and equity security
holders in the Chapter 11 cases of Parhelion Incorporated.
On or about Oct. 10, 2019, The Sanderson Law Firm, PLLC was
retained to represent James Redpath and Larry Switzer in the
above-captioned bankruptcy proceeding.
Messrs. Redpath and Switzer are the only creditors or equity
security holders that The Sanderson Law Firm, PLLC represents in
this bankruptcy proceeding.
Messrs. Redpath and Switzer are the only creditors, equity security
holders, or other parties in interest for whom disclosure is
required pursuant to Rule 2019.
As of Oct. 24, 2019, the lists the addresses for Messrs. Redpath
and Switzer and their disclosable economic interests are:
(1) James Redpath
108 Loch Vale Lane
Cary, NC 27518
* Shareholder in the Debtor: 52.75%
* Shareholder Expense Reimbursements:
$12,462.53 (Schedule E/F 3.3)
$8,360.20 (Schedule E/F 3.4)
* Unsecured Loans: $98,101.00 (Schedule E/F 3.5)
$188,795.00 (Schedule E/F 3.6)
$114,490.00 (Schedule E/F 3.7)
$11,169.00 (Schedule E/F 3.8)
$11,169.00 (Schedule E/F 3.9)
$111,507.00 (Schedule E/F 3.10)
$55,434.00 (Schedule E/F 3.11)
$11,016.00 (Schedule E/F 3.12)
$50,123.00 (Schedule E/F 3.16)
* Unsecured Convertible Loans: $441,039.00 (Schedule E/F 3.13)
$10,326.00 (Schedule E/F 3.14)
$25,816.00 (Schedule E/F 3.15)
(2) Larry Switzer
4354 Auburn Hills Dr.
Raleigh, NC 27616
* Unsecured Convertible Loan: $140,095.00 (Schedule E/F 3.18)
The Sanderson Law Firm, PLLC reserves the right to amend or
supplement this verified statement as Rule 2019 requires.
Counsel for James Redpath and Larry Switzer can be reached at:
THE SANDERSON LAW FIRM, PLLC
George F. Sanderson III, Esq.
P.O. Box 6130
Raleigh, NC 27628
Tel: (984) 867-9300
E-mail: george@georgesandersonlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/duX9mS
About Parhelion Inc
Parhelion Incorporated -- http://www.parhelion.com/-- is a laser
technology company based in Raleigh, North Carolina. The Company
develops lighting apparatus that utilizes Laser Diffraction Gating
(LDG). LDG is a unique lighting technology platform, using laser
as a light source.
Parhelion Incorporated sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 19-01939) on April 30, 2019. In the petition
signed by Richard Redpath, president, the Debtor disclosed total
assets of $356,632 and total liabilities of $3,570,273. The Hon.
David M. Warren is the case judge. The JANVIER LAW FIRM, PLLC is
the Debtor's counsel.
PG&E CORP: Jones Day Updates Shareholders List for 4th Time
-----------------------------------------------------------
In the Chapter 11 cases of PG&E Corporation and Pacific Gas and
Electric Company, et al., the law firm of Jones Day filed a fourth
amended verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to provide an updated list of PG&E
Shareholders that it is representing.
In January 2019, certain PG&E Shareholders retained Jones Day to
advise them in connection with the Debtors' chapter 11 cases.
Other PG&E Shareholders subsequently retained Jones Day for the
same purpose. The PG&E Shareholders hold, or manage or advise
funds and/or accounts that hold disclosable economic interests in
relation to the Debtors. On May 17, 2019, Jones Day filed its
Verified Statement Of Jones Day Pursuant To Federal Rule Of
Bankruptcy Procedure 2019 [ECF 2071]. On July 18, 2019, Jones Day
filed its First Amended Verified Statement of Jones Day Pursuant to
Federal Rule of Bankruptcy Procedure 2019 [ECF 3066]. On July 23,
2019, Jones Day filed its Second Amended Verified Statement of
Jones Day Pursuant to Federal Rule of Bankruptcy Procedure 2019
[ECF 3158]. On September 23, 2019, Jones Day filed is Third
Amended Verified Statement of Jones Day Pursuant to Federal Rule of
Bankruptcy Procedure 2019 [ECF 3964] (the "Third Amended
Statement"). This Fourth Amended Statement amends and replaces the
Third Amended Statement.
As of Oct. 21, 2019, the list of PG&E Shareholders and their
disclosable economic interests are:
(1) 683 Capital Partners, LP
3 Columbus Circle, Suite 2205
New York, NY 10019
* PG&E Common Shares: 900,000
(2) Anchorage Capital Group, L.L.C.
610 Broadway, 6th Floor
New York, NY 10012
* PG&E Common Shares: 24,905,000
* Utility Bonds: $157,000,000
* DIP Loan Obligations: $22,500,000
(3) BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, NY 10017
* PG&E Common Shares: 8,260,211
* Short Call Options: 3,840,000
* Long Put Options: 3,840,000
(4) Centerbridge Partners, L.P.
375 Park Avenue, 11th Floor
New York, NY 10152
* PG&E Common Shares: 8,826,985
* Utility Preferred Shares: 80,884
* Utility Bonds: $338,618,000
* Utility Revolver: $4,935,725
* Subrogation Claims: $189,875,301
(5) CSS, LLC
175 W. Jackson Blvd., Suite 440
Chicago, IL 60604
* PG&E Common Shares: 996,593
* Utility Preferred Shares: 156,257
* Utility Bonds: 2,000,000
* Net Option Exposure: (382,000)
(6) D.E. Shaw Galvanic Portfolios, L.L.C.
D.E. Shaw Kalon Portfolios, L.L.C. and
D.E. Shaw Orienteer Portfolios, L.L.C.
1166 Ave. of the Americas, 9th Floor
New York, NY 10036
* PG&E Common Shares: 10,802,523
(7) Empyrean Capital Partners, LP
10250 Constellation Blvd., Suite 2950
Los Angeles, CA 90067
* PG&E Common Shares: 848,000
* Call Options Short: 100,000
* Put Options Long: 100,000
* Utility Revolver: $10,000,000
* Utility Bonds: $54,989,000
(8) Fidelity Management & Research Company
245 Summer Street
Boston, MA 02210
* PG&E Common Shares: 12,038,048
* Utility Bonds: $388,750,000
(9) First Pacific Advisors, LP
11601 Wilshire Blvd #1200
Los Angeles, CA 90025
* PG&E Common Shares: 4,702,923
(10) Golden Tree Asset Management LP
300 Park Avenue, 21st Floor
New York, NY 11201
* PG&E Common Shares: 4,279,467
* Utility Bonds: $43,199,000
* PG&E Revolver and Term Loan: $41,541,730
(11) Governors Lane LP
510 Madison Avenue
New York, NY 10022
* Utility Bonds: $24,865,000
(12) HBK Master Fund L.P.
c/o HBK Services LLC
2300 North Field Street, Suite 2200
Dallas, TX 75201
* PG&E Common Shares: 1,123,640
* Utility Bonds: $23,235,000
* Utility Revolver: $471,583,339
* Utility L/C Reimbursement: $154,585,867
(13) Latigo Partners, LP
450 Park Avenue, 12th Floor
New York, NY 10022
* PG&E Common Shares: 760,000
* Utility Bonds: $17,000,000
(14) Meadowfin, L.L.C.
299 Park Avenue, 40th Floor
New York, NY 10171
* PG&E Common Shares: 2,500,000
* Utility Bonds: $375,771,000
(15) Monarch Alternative Capital LP
535 Madison Ave.
New York, NY 10022
* PG&E Common Shares: 4,000,000
(16) Newtyn Management, LLC
60 East 42nd Street, 9th Floor
New York, NY 10165
* PG&E Common Shares: 3,123,775
(17) Nut Tree Master Fund, LP
Two Penn Plaza, 24th Floor
New York, NY 10121
* PG&E Common Shares: 2,500,000
(18) Owl Creek Asset Management, L.P.
640 Fifth Avenue, 20th Floor
New York, NY 10019
* PG&E Common Shares: 3,163,093
* Subrogation Claims: $23,102,562
(19) Paulson & Co., Inc.
1133 Avenue of the Americas
New York, NY 10036
* PG&E Common Shares: 2,000,000
(20) Pentwater Capital Management LP
614 Davis Street
Evanston, IL 60201
* PG&E Common Shares: 12,056,600
* Utility Bonds: $3,839,000
* Net Exposure Equity Derivatives: (3,178,800)
(21) Redwood Capital Management, LLC
910 Sylvan Ave
Englewood Cliffs, NJ 07632
* PG&E Common Shares: 12,694,079
* Long Put Options: 78,800
* Utility Bonds: $81,462,000
* Subrogation Claims: $9,665,802.43
(22) Sachem Head Capital Management LP
250 West 55th St., 34th Floor
New York, NY 10019
* PG&E Common Shares: 2,000,000
(23) Serengeti Asset Management LP
632 Broadway, 12th Floor
New York, NY 10012
* PG&E Common Shares: 1,445,000
(24) Silver Point Capital, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
* PG&E Common Shares: 17,887,000
* Utility Bonds: $134,646,159
* Subrogation Claims: $74,934,854
* Trade Vendor Claims: $11,166,029.27
(25) Steadfast Capital Management LP
450 Park Avenue, 20th Floor
New York, NY 10022
* PG&E Common Shares: 8,847,883
(26) SteelMill Master Fund LP
c/o PointState Capital LP
40 West 57th Street, 25th Floor
New York, NY 10019
* PG&E Common Shares: 6,251,765
* Utility Bonds: $209,046,000
(27) Stonehill Capital Management LLC
885 Third Ave., 30th Floor
New York, NY 10022
* PG&E Common Shares: 10,899,797
* Utility Preferred Shares: 796,633
* Utility Bonds: $28,464,000
(28) Warlander Asset Management, LP
250 West 55th Street, 33rd Floor
New York, NY 10019
* PG&E Common Shares: 0
(29) Abrams Capital Management, LP
222 Berkeley Street, 21st Floor
Boston, MA 02116
* PG&E Common Shares: 25,000,000
* Subrogation Claims: $72,302,208
(30) Knighthead Capital Management, LLC
1140 Avenue of the Americas, 12th Fl
New York, NY 10036
* PG&E Common Shares: 14,383,521
* Call Options: 1,698,200
* Utility Bonds: $51,760,000
Counsel for PG&E Shareholders can be reached at:
JONES DAY
Bruce S. Bennett, Esq.
Joshua M. Mester, Esq.
James O. Johnston, Esq.
555 South Flower Street Fiftieth Floor
Los Angeles, CA 90071.2300
Telephone: (213) 489-3939
Facsimile: (213) 243-2539
E-mail: bbennett@jonesday.com
jmester@jonesday.com
jjohnston@jonesday.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/HkjCYc
About PG&E Corp
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The creditors' committee
retained Milbank LLP as counsel; FTI Consulting, Inc., as financial
advisor; Centerview Partners LLC as investment banker; and Epiq
Corporate Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: Subrogation Claimants Update Holdings for 5th Time
-------------------------------------------------------------
In the Chapter 11 cases of PG&E Corporation and Pacific Gas and
Electric Company, et al., the law firms of Willkie Farr & Gallagher
LLP and Diemer & Wei, LLP filed a fifth amended verified statement
to Federal Rules of Bankruptcy Procedure Rule 2019 to provide an
updated list of the ad hoc group of subrogation claim holders.
The ad hoc group of subrogation claim holders are comprised of 120
entities that hold liquidated and unliquidated insurance
subrogation claims1 against PG&E Corporation and Pacific Gas and
Electric Company, relating to certain California Wildfires and
other claims. As of Oct. 18, 2019, members of the Ad Hoc
Subrogation Group with the largest subrogation claims are:
(1) Allianz Global Corporate & Specialty
1 Progress Point Parkway, Ste. 200
O'Fallon, MO 63368
* Wildfire Related Subrogation Claims: $98,459,917.87
* Senior Notes: $5,390,500.00
(2) Allstate Insurance Company and certain affiliates
2775 Sanders Road, Suite A2E
Northbrook, IL 60062
* Wildfire Related Subrogation Claims: $833,889,000.00
* Senior Notes: $31,285,000.00
(3) Certain affiliates of American International Group, Inc.
175 Water Street
New York, NY 10038
* Wildfire Related Subrogation Claims: $333,299,328.37
(4) Attestor Capital LLP
7 Seymour Street, Fourth Floor
London, XO W1H 7JW
* Wildfire Related Subrogation Claims: $822,755,406.00
* 8,038,514 shares of PG&E Corporation Common Stock
* Senior Notes: $20,500,000.00
(5) The Baupost Group, L.L.C.
10 St. James Avenue Suite 1700
Boston, MA 02116
* Wildfire Related Subrogation Claims: $6,061,916,356.409
* 24,500,000 shares of PG&E Corporation Common Stock
* Other unsecured wildfire- related claims: $850,000.00
* Other rights: $33,691,700.00
(6) California Insurance Guarantee Association
101 North Brand Boulevard, 6th Floor
Glendale, CA 91203
P.O. Box 29066
Glendale, CA 91209
* Wildfire Related Subrogation Claims: $69,984,665.00
(7) Certain affiliates of Farmers Insurance Exchange
6301 Owensmouth
Woodland Hills, CA 91367
* Wildfire Related Subrogation Claims: $50,256,707.69
(8) Great American Insurance Company and certain affiliates
Great American Insurance Group
P.O. Box 5425
Cincinnati, OH 45201-5425
* Wildfire Related Subrogation Claims: $81,098,617.90
(9) Hartford Accident & Indemnity Company and certain
affiliates
1 Hartford Plaza
Hartford, CT 06155
* Wildfire Related Subrogation Claims: $335,882,101.00
* Senior Notes: $4,549,000.00
(10) Certain Affiliates of Liberty Mutual Insurance Company
175 Berkeley Street
Boston, MA 02117
* Wildfire Related Subrogation Claims: $678,063,568.00
* $122,860,717.00 in surety bonds, unliquidated and
contingent
* Insurance policies: unliquidated and contingent
(11) Mercury Insurance and certain affiliates
555 W. Imperial Highway
Brea, CA 92821
* Wildfire Related Subrogation Claims: $63,489,833.00
(12) Nationwide Mutual Insurance Company and certain affiliates
One Nationwide Plaza
Columbus, OH 43215
* Wildfire Related Subrogation Claims: $845,423,014.00
(13) Pacific Specialty Insurance Co.
2200 Geng Road
Palo Alto, CA 94303
* Wildfire Related Subrogation Claims: $45,259,283.34
(14) QBE Americas, Inc.
One QBE Way
Sun Prairie, WI 53596
* Wildfire Related Subrogation Claims: $80,403,727.00
(15) State Farm Mutual Automobile Insurance Company and certain
affiliates
* Wildfire Related Subrogation Claims: $2,514,705,805.00
* Senior Notes: $86,000,000.00
* Non-Wildfire Subrogation Claims: $5,000,000.00
* Contractual Obligations under Prepetition Settlement
Agreement: $530,000.00
(16) Strategic Value Partners, LLC
100 West Putnam Ave
Greenwich, CT 06830
* Wildfire Related Subrogation Claims: $127,081,229.25
* Senior Notes: $118,250,000.00
* Revolving Credit Facility principal: $15,000,000.00
(17) TPG Sixth Street Partners, LLC
3100 McKinney Ave., Suite 1030
Dallas, TX 75201
* Wildfire Related Subrogation Claims: $416,190,548.68
* 1,000,000 shares of PG&E Corporation Common Stock
* Senior Notes: $152,124,000.00
* Revolving Credit Facility principal: $9,884,083.91
(18) The Travelers Indemnity Company and certain of its property
casualty insurance affiliates
1 Tower Square, 0000-08MS
Hartford, CT 06183
* Wildfire Related Subrogation Claims: $664,857,946.00
* Senior Notes: $40,000,000.00
(19) Certain affiliates of United Services Automobile
Association
9800 Fredericksburg
San Antonio, TX 78288
* Wildfire Related Subrogation Claims: $532,829,646.00
* Senior Notes: $20,000,000.00
* Other Claims: $38,000
(20) Zurich American Insurance Company
1299 Zurich Way
Schaumburg, IL 60196
* Wildfire Related Subrogation Claims: $43,971,489.13
Willkie represents only the Ad Hoc Subrogation Group. Willkie does
not represent or purport to represent any other entities in
connection with the Debtors' chapter 11 cases. Each member of the
Ad Hoc Subrogation Group is aware of, and has consented to,
Willkie's "group representation" of the Ad Hoc Subrogation Group.
No member of the Ad Hoc Subrogation Group represents or purports to
represent any other entities in connection with these chapter 11
cases.
Counsel to Ad Hoc Group of Subrogation Claim Holders can be reached
at:
WILLKIE FARR & GALLAGHER LLP
Matthew A. Feldman, Esq.
Joseph G. Minias, Esq.
Daniel I. Forman, Esq.
787 Seventh Avenue
New York, NY 10019-6099
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: mfeldman@willkie.com
jminias@willkie.com
dforman@willkie.com
- and -
DIEMER & WEI, LLP
Kathryn S. Diemer, Esq.
100 West San Fernando Street, Suite 555
San Jose, CA 95113
Telephone: (408) 971-6270
Facsimile: (408) 971-6271
Email: kdiemer@diemerwei.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Wl0xjx and https://is.gd/iqyvXJ
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: Unsec. Noteholders Group Update List for 2nd Time
------------------------------------------------------------
In the Chapter 11 cases of PG&E Corporation and Pacific Gas and
Electric Company, et al., the law firm of Akin Gump Strauss Hauer &
Feld LLP submitted a second amended verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose an
updated list of unsecured noteholders that it is representing.
In or around February 2019, the Ad Hoc Committee engaged Akin Gump
Strauss Hauer & Feld LLP to represent it in connection with the
chapter 11 cases of the Utility and PG&E Corporation. On March 5,
2019, the Ad Hoc Committee filed the Verified Statement of the Ad
Hoc Committee of Senior Unsecured Noteholders Pursuant to
Bankruptcy Rule 2019 [Docket No. 744].
On July 18, 2019, the Ad Hoc Committee filed the First Amended
Verified Statement of the Ad Hoc Committee of Senior Unsecured
Noteholders Pursuant to Bankruptcy Rule 2019 [Docket No. 3083].
This Statement amends and replaces the First Amended Statement.
As of Oct. 21, 2019, members of the Ad Hoc Committee and their
disclosable economic interests are:
(1) Apollo Global Management LLC
* $505,996,000 in Senior Utility Notes
* $93,000,000 in DIP Term Loans
* $31,000,000 in Delayed DIP Term Loans
* $98,000,000 in Wildfire Subrogation Claims
(2) Aurelius Capital Management, LP
* $43,000,000 in Senior Utility Notes
(3) Canyon Capital Advisors LLC
* $280,355,000 in Senior Utility Notes
* $159,103,460.37 in Utility Revolver Loans
* $103,113,595 in Utility L/C Reimbursement
* $15,000,000 in HoldCo Revolver Loans
* $60,000,000 in HoldCo Term Loans
(4) Capital Group
* $393,920,000 in Senior Utility Notes
* $32,365,000 in Municipal Bonds
(5) CarVal Investors, LLC
* $215,059,000 in Senior Utility Notes
* $95,000,000 in Utility L/C Reimbursement
(6) Castle Hook Partners LP
* $117,750,000 in Senior Utility Notes
* $10,000,000 in Utility Revolver Loans
* 1,315,448 shares of PG&E Stock
(7) Citadel Advisors LLC
* $657,010,000 in Senior Utility Notes
* 6,232,306 shares of PG&E Stock
* Short Positions in 1,024 Call Option Contracts on PG&E
Stock
(8) Davidson Kempner Capital Management LP
* $767,000,000 in Senior Utility Notes
* $135,000,000 in Utility Revolver Loans
* 4,650,000 shares of PG&E Stock
* $2,666,000 in Trade Claims
(9) Deutsche Bank Securities Inc.
* $209,197,000 in Senior Utility Notes
* $33,409,563 in Utility Revolver Loans
* $43,188,253 in Utility L/C Reimbursement
* $41,907,390 in HoldCo Term Loans
* 717,000 shares of PG&E Stock
* 17,320 Put Option Contracts on PG&E Stock
* $130,041,997 in Wildfire Subrogation Claims
(10) Diameter Capital Partners LP
* $145,000,000 in Senior Utility Notes
* $100,106,502 in Utility Revolver Loans
* 1,065,522 shares of PG&E Stock
* $17,000,000 in a Bilateral Utility Loan
* $17,972,746 in Trade Claims
(11) Elliott Management Corporation
* $1,622,905,000 in Senior Utility Notes
(12) Farallon Capital Management, L.L.C.
* $446,870,000 in Senior Utility Notes
* $177,480,000 in Utility Revolver Loans
* $44,650,000 in Trade Claims
(13) Fir Tree Partners
* $75,000,000 in Senior Utility Notes
(14) Marathon Asset Management
* $79,317,000 in Senior Utility Notes
* $45,100,692 in HoldCo Revolver Loans
* $30,885,409 in HoldCo Term Loans
(15) Oak Hill Advisors, L.P.
* $101,100,000 in Senior Utility Notes
(16) Oaktree Capital Management, L.P.
* $158,747,000 in Senior Utility Notes
* $3,750,000 in DIP Term Loans
* $24,900,869 in Utility Revolver Loans
* $10,000,000 in Utility Term Loans
(17) Pacific Investment Management Company LLC
* $2,782,519,000 in Senior Utility Notes
* $230,000,000 in Utility Term Loans
* $76,093,636.57 in HoldCo Term Loans
* $745,293,750 in DIP Term Loans
* $248,431,250 in Delayed DIP Term Loans
(18) Pacific Life Insurance Company
* $61,287,000 in Senior Utility Notes
(19) P. Schoenfeld Asset Management LP
* $170,465,000 in Senior Utility Notes
(20) Sculptor Capital Investments, LLC
* $331,841,000 in Senior Utility Notes
* $9,997,190.48 in Utility Revolver Loans
* $11,250,000 in DIP Term Loans
* $3,750,000 in Delayed DIP Term Loans
* 3,779,670 shares of PG&E Stock
* Short Positions in 2,168 Call Option Contracts on PG&E
Stock
* 2,168 Put Option Contracts on PG&E Stock
* $105,000,000 in Municipal Bonds
(21) Senator Investment Group LP
* $194,985,000 in Senior Utility Notes
* $24,551,419 in Utility Revolver Loans
(22) Silver Rock Financial LP
* $110,500,000 in Senior Utility Notes
(23) Taconic Capital Advisors LP
* $124,810,000 in Senior Utility Notes
* $10,000,000 in Utility Revolver Loans
* $25,000,000 in Utility L/C Reimbursement
* 374,300 shares of PG&E Stock
(24) Third Point LLC
* $582,000,000 in Senior Utility Notes
(25) Värde Partners, Inc.
* $990,018,000 in Senior Utility Notes
Akin Gump represents only the Ad Hoc Committee. Akin Gump does not
represent or purport to represent any other entities in connection
with the Debtors' chapter 11 cases. Akin Gump does not represent
the Ad Hoc Committee as a "committee" and does not undertake to
represent the interests of, and are not fiduciaries for, any
creditor, party in interest, or other entity that has not signed a
retention agreement with Akin Gump. In addition, the Ad Hoc
Committee does not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases.
Counsel to the Ad Hoc Committee of Senior Unsecured Noteholders of
Pacific Gas and Electric Company can be reached at:
AKIN GUMP STRAUSS HAUER & FELD LLP
Michael S. Stamer, Esq.
Ira S. Dizengoff, Esq.
David H. Botter, Esq.
Abid Qureshi, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: mstamer@akingump.com
idizengoff@akingump.com
dbotter@akingump.com
aqureshi@akingump.com
Ashley Vinson Crawford, Esq.
580 California Street
Suite 1500
San Francisco, CA 94104
Telephone: (415) 765-9500
Facsimile: (415) 765-9501
Email: avcrawford@akingump.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/7irqmc
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in
SanFrancisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORPORATION: Schulte, Bienert Represent Utility Bondholders
----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Schulte Roth & Zabel LLP And Bienert Katzman PC
provided notice that they are representing the Utility Bondholders
in the Chapter 11 cases of PG&E Corporation and Pacific Gas and
Electric Company.
In October 2019, the Utility Bondholders retained Schulte Roth and
Bienert Katzman to advise them, solely in their capacity as Utility
Bondholders, in connection with the chapter 11 cases of the Utility
and PG&E Corporation.
As of Oct. 22, 2019, the Utility Bondholders and their disclosable
economic interests are:
(1) Anchorage Capital Group, L.L.C.
610 Broadway, 6th Floor
New York, NY 10012
* Utility Bonds: $157,000,000
* DIP Loan Obligations: $22,500,000
* PG&E Common Shares: 24,905,000
(2) Centerbridge Partners, L.P.
375 Park Avenue, 11th Floor
New York, NY 10152
* Utility Bonds: $338,618,000
* Utility Revolver: $4,935,725
* Subrogation Claims: $189,875,301
* PG&E Common Shares: 8,826,985
* Utility Preferred Shares: 80,884
(3) Silver Point Capital, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
* Utility Debt: $134,646,158.80
* Subrogation Claims: $74,934,854.02
* Trade Vendor Claims: $11,166,029.27
* PG&E Common Shares: 17,887,000
(4) SteelMill Master Fund LP
c/o PointState Capital LP
40 West 57th Street, 25th Floor
New York, NY 10019
* Utility Bonds: $209,046,000
* PG&E Common Shares: 6,251,765
Counsel to certain Utility Bondholders can be reached at:
SCHULTE ROTH & ZABEL LLP
Adam C. Harris, Esq.
James T. Bentley, Esq.
Kelly (Bucky) Knight, Esq.
919 Third Avenue
New York, NY 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955
Email: adam.harris@srz.com
james.bentley@srz.com
kelly.knight@srz.com
- and -
BIENERT | KATZMAN PC
David M. Guess, Esq.
903 Calle Amanecer, Suite 350
San Clemente, CA 92673
Telephone: (949) 369-3700
Facsimile: (949) 369-3701
Email: dguess@bienertkatzman.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Xa4AWv
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PIXIUS COMMUNICATIONS: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 24, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Pixius Communications, LLC.
The committee members are:
(1) Joseph Allen Downs
1145 N. Baltimore Ave.
Derby, KS 67037
Phone: 316-619-1669
E-mail: allen@allendowns.com
(2) Angie Frazier
CoxCom, LLC
6205-B Peachtree Dunwoody Road
Atlanta, GA 30328
Phone: 404-269-6180
Fax: 404-269-0542
E-mail: Angela.Frazier@cox.com
(3) Danet Rodriguez Figg
SBA Towers II, LLC
8051 Congress Ave.
Boca Raton, FL 33487
Phone: 561-322-7818
E-mail: dfigg@sbasite.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 Pixius Communications
Pixius Communications LLC -- https://www.pixius.com/ -- is an
internet service provider in Wichita, Kansas. It offers solutions
to its customers to meet their internet and technology needs where
traditional services fail or do not reach.
Pixius Communications sought Chapter 11 protection (Bankr. D. Kan.
Case No. 19-11749) on Sept. 13, 2019. In the petition signed by
Michael Langer, manager, the Debtor was estimated to have assets of
between $1 million and $10 million, and liabilities of between $10
million to $50 million. The Hon. Robert E. Nugent is the case
judge. Klenda Austerman LLC is the Debtor's counsel.
POET TECHNOLOGIES: Shareholders Approve Sale of DenseLight
----------------------------------------------------------
POET Technologies Inc.'s shareholders have approved the sale of
Company's subsidiary, DenseLight Semiconductors Pte. Ltd. to
DenseLight Semiconductor Technology (Shanghai) Co. Ltd.
At the Company's Special Meeting of Shareholders held on Oct. 24,
2019, the shareholders voted overwhelmingly in support of the
resolution approving the sale with 99.78% of total votes submitted
by POET shareholders either in person or represented by proxy at
the Special Meeting, in accordance with the requirements of the TSX
Venture Exchange. The Company plans to file and make the report of
voting results available on SEDAR.
Pursuant to the terms of the Transaction under the Share Sale
Agreement and pending the satisfaction of all other conditions of
Closing, POET intends to announce the completion of the Transaction
upon its Closing.
About POET Technologies
POET Technologies Inc. -- http://www.poet-technologies.com/-- is a
developer and manufacturer of optical light source products for the
sensing and data communications markets. Integration of optics and
electronics is fundamental to increasing functional scaling and
lowering the cost of current photonic solutions. POET believes
that its approach to hybrid integration of devices, utilizing a
novel dielectric platform and proven advanced wafer-level packaging
techniques, enables substantial improvements in device cost,
efficiency and performance. Optical engines based on this
integrated approach have applications ranging from data centers to
consumer products. POET is headquartered in Toronto, with
operations in Ottawa, Silicon Valley, the United Kingdom, and
Singapore.
POET incurred net losses of $16.32 million in 2018, $12.79 million
in 2017, and $13.22 million in 2016. As of June 30, 2019, POET had
$26.53 million in total assets, $9.49 million in total liabilities,
and $17.03 million in shareholders' equity.
Marcum LLP, in New Haven, CT, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated April
29, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2019, stating that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
PURDUE PHARMA: ASK LLP Represents Individual Victims
----------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of ASK LLP provided notice that it is representing the
Ad Hoc Group of Individual Victims in the Chapter 11 cases of
Purdue Pharma L.P.
In October 2019, the Ad Hoc Group was formed. The Ad Hoc Group
members each retained ASK LLP to represent them in connection with
the Debtors' chapter 11 cases.
The members of the Ad Hoc Group hold claims against the Debtors'
estates.
The Ad Hoc Group members are as follows:
(1) Kathleen ("Kay") Scarpone
* Kay's son, Sgt. Joseph Scarpone, served in the United States
Marine Corps from 2007 to 2011 and had a one year tour in
Afghanistan during that time. A combination of PTSD and opioid use
led to his death in 2015. Kay serves on the Board of Directors of
Team Sharing, Inc., a national nonprofit organization dedicated to
parents who have lost a child to Substance Abuse Disorder ("SUD").
Team Sharing provides grief services, advocacy, community activism
and a benevolence program for those in need of burial services.
Team Sharing was instrumental in obtaining the proclamation of
August 31 as National Overdose Awareness Day. Kay has traveled to
Washington DC to meet with the Interim Director of the Drug
Enforcement Administration to share her concerns with respect to
furthering education regarding substance abuse for our youth.
(2) Robert F. List, Esq
* Robert F. List, Esq. served as the 24th Governor of Nevada from
1979 to 1983. Prior to being elected Governor, he served for eight
years as the elected Attorney General of Nevada, following his
service as the District Attorney of Carson City. He was Chairman of
both the Western Governors' Association and the Conference of
Western Attorneys General and served as President of the Nevada
District Attorneys Association. Governor List is Senior Partner in
the Las Vegas law firm of Kolesar & Leatham, where he focuses on
public policy and government relations for corporate and business
clients on the federal, state, and local levels. He has served as a
Presidential or Cabinet Member appointee to boards and commissions
under six U.S. Presidents. Governor List is an advocate for victims
of the opioid epidemic. He serves as an advisory board member of
The Recovery Advocacy Project and he is also affiliated with the
Nevada Recovery PAC, The Foundation for Recovery, and Hope for
Prisoners. In 2019, he was designated as a Distinguished Nevadan by
the Board of Regents of the University of Nevada, the University
System's highest honor. Governor List received his B.S. degree from
Utah State University and his Juris Doctor degree from the
University of California, Hastings College of the Law. Governor
List serves as an agent for individual victims of Purdue who have
elected to remain anonymous. Anonymity is widely recognized as an
important component of the right to privacy of those in addiction.
(3) Jill Cichowicz
* Jill lost her twin brother, Scott, to an accidental overdose in
February 2017. Scott was prescribed OxyContin in connection with a
back injury he sustained in 2014 and he became addicted
immediately. Scott entered treatment, but he relapsed after he was
released. Jill founded The Scott Zebrowski Scholarship Fund at the
McShin Foundation to help those suffering from SUD to receive
services that they could not afford otherwise. The Fund recently
won the Richmond Times Dispatch Best Charity of 2019. The Fund
hosts monthly events to give back to the community, such as serving
dinner to individuals in recovery at The Healing Place,
volunteering at the Chesterfield Food Bank, mentoring the women in
the HARP Program at the Chesterfield County Jail, and collecting
items for those in recovery. Jill also educates others through the
website www.anightforscott.com.
(4) Fred Muench
* Fred is the President of Center on Addiction, and formerly was
President and CEO of the Partnership for a Drug-Free America and
the Partnership for Drug-Free Kids. Fred is a clinical psychologist
who specializes in developing remote coaching and digital
interventions to help individuals and families prevent substance
misuse and intervene when a problem occurs. Fred has held faculty
appointments at NYU, Columbia University Medical Center and the
Feinstein Institute for Medical Research. Fred, who is in recovery
for addiction, has worked in the addiction field for more than 20
years as a clinician and implementation scientist pushing the
boundaries of bringing addiction treatment directly to individuals
and families. The Center on Addiction reaches tens of millions of
people a year through their national media campaigns, website
resources, mobile interventions, and one-on-one family services.
(5) Diana ("Dede") Yoder
* Dede was a single mom who raised her only child, Chris, in
suburban New York. Chris loved extreme sports such as snowboarding,
skateboarding, downhill mountain biking and more. As a result of
such sports, Chris had several knee injuries which led to surgeries
when he was 14 years old, followed by an emergency appendectomy
when he was 15. His doctors prescribed opioid painkillers after
each operation and Chris became addicted. Eventually, Chris
attempted rehab, enrolling in 8 different programs over 4 years. In
2017, however, after a year of being in recovery, Chris relapsed
and died. He was 21 years old. Dede received the call that her son
had passed away while in Paris on business. It took her 9 hours to
fly home to arrange the funeral for her only child. Dede is
currently an Ambassador for Shatterproof, a national nonprofit
organization dedicated to ending the devastation that opioid
addiction causes families. Shatterproof works on policy change, new
federal legislation, programs that educate and empower families,
workplaces, and the general public, evidence-based standards of
care for addiction, and initiatives to drive payment reform and
accountability.
(6) Garrett Hade
* Garrett was prescribed OxyContin at the age of 18 for minor
injuries sustained while skateboarding. He became addicted to these
pills and his addiction impacted his life for more than 10 years.
Garrett found recovery in 2015. After losing multiple friends to
drug overdoses around that same time, Garrett became involved in
recovery advocacy. He is a founding member of The Voices Project, a
non-profit organization dedicated to shattering the stigma
associated with addiction and empowering others to share their own
stories. Garrett has spent the last few years traveling around the
country visiting communities affected by the disease of addiction.
He visits prisons, jails, hospitals and treatment centers, and he
advocates for better access to care, ethical standards in the
treatment industry, criminal justice reform, and access to life
saving medications. Garrett is also dedicated to advocating and
advancing policy reforms for the treatment of SUD, helping to pass
both state and federal laws that protect people who have suffered
from opiate addiction. The Voices Project reaches over one million
people per week.
(7) Will Allphin
* Will worked in the aerospace industry as a Process/MFG/Quality
Engineer and Audit liaison for several aerospace manufacturers. He
has worked with the United States Department of Defense, Boeing,
Lockheed Martin and Learjet, among others, to ensure
procedural/specification compliance. Will was prescribed OxyContin
in connection with back injuries he sustained. What began as
dependence, ended with the loss of jobs, family and nearly the loss
of his life through overdose. There was a point when Will was
spending upwards of $800 a day on his OxyContin addiction.
Fortunately, Will has sustained recovery. He changed the focus of
his life's work towards the SUD and recovery fields based on his
desire to give back after having lost more than 20 friends in a
period of a just a few years to the opioid crisis. Will is
currently the Director of Programs for the Foundation for Recovery
in Las Vegas, NV. The Foundation's mission is to foster a safe and
supportive environment for peer-centered education, services and
engagement. Its programs and partnerships open pathways to recovery
by removing social barriers and creating opportunities for those
seeking and maintaining long-term recovery.
(8) Lindsey Arrington
* Lindsey was first introduced to OxyContin as a minor and she
became addicted. After enrolling in numerous treatment facilities,
having her son taken away from her by child protective services,
and almost losing her life, she was able to recover and she has
been in recovery for eight years. In 2013, Lindsey founded Hope
Soldiers, a non-profit organization based in Everett, Washington,
whose mission is to help individuals and families affected by the
OxyContin epidemic. Hope Soldiers' efforts have been featured in
the national media and on MTV and were formally recognized by the
White House.
As of Oct. 5, 2019, members of the Ad Hoc Group and their and their
disclosable economic interests are:
(1) Kathleen ("Kay") Scarpone
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $5 million on the
basis of wrongful death
(2) Robert F. List, Esq., as attorney for certain victims who wish
to remain anonymous
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $2.5 million on the
basis of personal injury
(3) Jill Cichowicz
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $5 million on the
basis of wrongful death
(4) Fred Muench
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $2.5 million on the
basis of personal injury
(5) Diana ("Dede") Yoder
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $5 million on the
basis of wrongful death
(6) Garrett Hade
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $2.5 million on the
basis of personal injury
(7) Will Allphin
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $2.5 million on the
basis of personal injury
(8) Lindsey Arrington
c/o Edward Neiger ASK LLP
151 W. 46th Street, 4th Floor
New York, NY 10036
* Unliquidated unsecured claim of at least $2.5 million on the
basis of personal injury
Counsel to the Ad Hoc Group of Individual Victims can be reached
at:
ASK LLP
Edward E. Neiger, Esq.
Jennifer A. Christian, Esq.
151 West 46th Street, 4th Floor
Tel: (212) 267-7342
Fax: (212) 918-3427
E-mail: eneiger@askllp.com
jchristian@askllp.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/EKEyWU and https://is.gd/IRGPxF
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.
PURDUE PHARMA: Tarter Krinsky Represents NAS Babies
---------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Tarter Krinsky & Drogin LLP submitted a verified
statement to disclose that it is representing the Ad Hoc Committee
of NAS Babies in the Chapter 11 cases of Purdue Pharma L.P., et.
al.
Beginning in September 2019, Tarter Krinsky & Drogin LLP ("TKD")
provided limited advice to members of the Ad Hoc Committee
regarding various bankruptcy-related issues in connection with
Purdue Pharma L.P. and its affiliates (collectively, the "Debtors")
chapter 11 filings.
On Sept. 15, 2019, the Debtors filed these chapter 11 cases. Since
the Filing Date, TKD has provided bankruptcy related advice to
counsel for the NAS Babies.
On or about Oct. 21, 2019, the Ad Hoc Committee entered into an
agreement for TKD to represent it in connection with the Debtors'
chapter 11 cases.
As of Oct. 22, 2019, members of the Ad Hoc Committee and their
disclosable economic interests are:
(1) A.M.H. Individually and as legal custodian of Baby C.E.
C/o Donald E. Creadore, Esq.
The Creadore Law Firm, P.C.
450 Seventh Avenue - Suite1408
New York,NY 10123
* Unsecured; Unliquidated Claim for personal injuries;
Economic loss; and Medical monitoring costs
(2) Kathleen Strain as guardian for Baby A.E.
C/o Scott R. Bickford, Esq.
Martzell, Bickford & Centola
338 Lafayette Street
New Orleans, LA 70130
* Unsecured; Unliquidated Claim for personal injuries;
Economic loss; and Medical monitoring costs
(3) All babies born in the United States between 2001 and 2019 who
were diagnosed with NAS syndrome or otherwise born with opioid
dependent symptoms
C/o Kent Harrison Robbins, Esq.
Miami, FL33137-452242
* Unsecured; Unliquidated Claim for personal injuries;
Economic loss; and Medical monitoring costs
TKD represents only the Ad Hoc Committee. TKD does not represent or
purport to represent any other entities or individuals in
connection with these chapter 11 cases. TKD does not represent the
Ad Hoc Committee as a "committee" and does not undertake to
represent the interests of, and is not a fiduciary for, any
creditor, party in interest, or other entity that has not signed a
retention agreement with TKD. In addition, the Ad Hoc Committee
does not represent or purport to represent any other individuals or
entities in connection with the Debtors' chapter 11 cases.
Counsel for the Ad Hoc Committee of NAS Babies can be reached at:
TARTER KRINKSY & DROGIN LLP
Scott S. Markowitz, Esq.
Rocco A. Cavaliere, Esq.
Michael Z. Brownstein, Esq.
1350 Broadway, 11th Floor
New York, NY 10018
Tel: (212) 216-8000
E-mail: smarkowitz@tarterkrinsky.com
rcavaliere@tarterkrinsky.com
mbrownstein@tarterkrinsky.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/UyV61e
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.
REGIONAL SITE: Case Summary & 16 Unsecured Creditors
----------------------------------------------------
Debtor: Regional Site Solutions, Inc.
P.O. Box 5047
High Point, NC 27262
Business Description: Regional Site Solutions, Inc. is a privately
held company that operates in the surfacing
and paving business.
Chapter 11 Petition Date: October 28, 2019
Case No.: 19-11191
Court: United States Bankruptcy Court
Middle District of North Carolina (Greensboro)
Judge: Hon. Lena M. James
Debtor's Counsel: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
Suite 500
100 S. Elm St.
P.O. Box 3324
Greensboro, NC 27401
Tel: 336-274-4658
Fax: 336-274-4540
E-mail: dws@iveymcclellan.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jill G. Clodfelter, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at:
http://bankrupt.com/misc/ncmb19-11191.pdf
RIVERBEND FOODS: Form & Manner of Notice on Sale of Assets Approved
-------------------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for Western
District of Pennsylvania authorized Riverbend Foods, LLC's form and
manner of notice of sale in connection with the sale of personal
property assets at a public auction free and clear of all liens,
claims, encumbrances, and interests.
The Auction will be advertised in accordance with W.PA.LBR. 6004-1
and on the website established by the Regal Equipment,
Inc.(https://www.regalequipment.com/auction-riverbend-closing) in
accordance with the Auction Agreement.
Subject to further hearing on the Motion scheduled for Nov. 18,
2019, the rights and defenses of all creditors and parties in
interest are preserved.
Per the Notice of Hearing previously filed, the Court will hold a
hearing on the Motion to Sell on Nov. 18, 2019 at 2:00 p.m.
Responses to the Motion are due on Nov. 12, 2019.
The Debtor will immediately serve a copy of the Order on (i) each
Respondent and its attorney of record, if any, and (ii) upon any
attorney or party who filed a response to the Motion or appeared at
the Hearing; and will file a certificate of service within five
days.
A copy of the Auction Agreement and Exhibit A attached to the
Motion is available for free at:
http://bankrupt.com/misc/Riverbend_Foods_9_Sales.pdf
About Riverbend Foods LLC
Riverbend Foods, LLC, is engaged in the business of fruit and
vegetable preserving and specialty food manufacturing. The Company
offers baby food, soups, broths, gravies, sauces, and cold brew
coffee.
Riverbend Foods sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 19-24114) on Oct. 22, 2019. In the petition signed by CRO
Dalton Edgecomb, the Debtor was estimated to have assets and
liabilities in the range of $10 million to $50 million. Judge
Gregory L. Taddonio is assigned to the case. The Debtor tapped
Frank J. Guadagnino, Esq., at McGuirewoods LLP as counsel. The
Court appointed Winter Harbor, LLC as the Debtor's restructuring
advisor. The Court named Regal Equipment, Inc., as the Debtor's
auctioneer.
ROBERTS PROPERTY: 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
Roberts Property & Holdings, LLC, according to court dockets.
About Roberts Property & Holdings
Roberts Property & Holdings, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03409) on
Sept. 9, 2019. At the time of the filing, the Debtor disclosed
assets of between $1,000,001 and $10 million and liabilities of the
same range. The case is assigned to Judge Jerry A. Funk. The
Debtor is represented by Richard A. Perry, Esq., at Richard A.
Perry P.A.
ROYAL ALICE PROPERTIES: Employs Patrick Gros as Accountant
----------------------------------------------------------
Royal Alice Properties seeks an order from the U.S. Bankruptcy
Court for the Eastern District of Louisiana authorizing the
employment of Patrick J. Gros, CPA, as accountant for the Debtor.
The Debtor says the employment of Patrick J. Gros, CPA is necessary
for the Debtor's compliance with the reporting requirements of the
Bankruptcy Court and the Office of the United States Trustee, and
will be beneficial to the estate given the Firm's experience and
expertise in bankruptcy matters.
The Debtor proposes to pay the Firm and its employees at these
hourly rates:
Partner $225.00
Manager $175.00
Senior $140.00
Staff $95.00
Furthermore, the Accounting Firm is customarily reimbursed for all
expenses incurred by it in connection with the services provided,
including all identifiable expenses that would not have been
incurred except for the engagement on behalf of the particular
client.
The services to be provided by the Accounting Firm include:
(a) Providing general accounting services;
(b) Consulting and preparation of monthly operating reports
pursuant to requirements provided by the Office of the United
States Trustee; and
(c) Providing other accounting and financial advisory
services as may be requested by the Debtor and other professionals
employed by the Debtor.
To the best of the Debtor's knowledge and belief, the Accounting
Firm, its partners, directors, managers, associates and other
professionals do not represent or hold any interest adverse to the
Debtor or the Debtor's estates and are disinterested persons within
the meaning of Section 101(14) of the Bankruptcy Code.
About Royal Alice Properties
Royal Alice Properties, LLC owns, manages and rents the building
and real estate located on the 900 block of Royal Street in the
French Quarter, New Orleans, Louisiana. The condominium units are
located at 906, 910-12 Royal St. New Orleans, LA 70116.
Royal Alice Properties sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on August
29, 2019. In the petition signed by Susan Hoffman, member/manager,
the Debtor estimated $1 million to $10 million in both assets and
liabilities.
The case is assigned to Judge Elizabeth W. Magner.
Leo D. Congeni, Esq. at Congeni Law Firm, LLC represents the Debtor
as counsel.
S&C TEXAS: Unsecureds to Get 50% via Monthly Payments
-----------------------------------------------------
According to its Second Amended Disclosure Statement, S&C Texas
Investments, Inc., is proposing a reorganization plan that says
general unsecured creditors will be paid 50% of their allowed
claims in equal pro-rated monthly payments with the first payment
being due and payable on the 1st day of the first full calendar
month following 60 days after the effective date of the plan.
Equity interest holders are parties who hold ownership interest
(i.e., equity interest) in S&C Texas Investments, Inc. The
shareholders are:
Ryan Swift Common 4.7% ownership
Juan Castro Common 8.8% ownership
S&C Texas Investments, Inc. 401(k) Plan f/b/o Ryan Swift Common
76.3% ownership
S&C Texas Investments, Inc. 401(k) Plan f/b/o Juan Castro
Common 5.2% ownership
S&C Texas Investments, Inc. 401(k) Plan f/b/o Damar Castro
Common 5.0% ownership
The shareholders will not receive any dividends unless and until
all creditors are paid in full pursuant to this plan. The
shareholders are contributing new value to the debtor in the amount
of $25,000 upon confirmation of this plan.
Payments and distributions under the Plan will be funded by through
future income from the operations of the company. As to a default
under the plan, any creditor remedies allowed by 11 U.S.C. Sec.
1112(b)(4)(N) will be preserved to the extent otherwise available
at law. In addition to any rights specifically provided to a
claimant treated pursuant to this Plan, a failure by the
Reorganized Debtor to make a payment to a creditor pursuant to the
terms of the Plan will be an event of default as to such payments
if the payment is not cured within 30 days after service of a
written notice of default from such creditor, then such creditor
may exercise any and all rights and remedies under applicable
non-bankruptcy law to collect such claims or seek such relief as
may be appropriate in the United States Bankruptcy Court.
A full-text copy of the Amended Disclosure Statement dated Oct. 17,
2019, is available at https://tinyurl.com/y688wly9 from
PacerMonitor.com at no charge.
About S&C Texas Investments
S&C Texas Investments, Inc., is an amusement park operator and
investor whose current assets include the Sky Zone Westborough and
Sky Zone Wallingford amusement centers.
S&C Texas Investments, based in Cypress, TX, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 18-35668) on Oct. 8, 2018. In
the petition signed by Ryan Swift, president, the Debtor disclosed
$857,373 in assets and $8,862,438 in liabilities. The Hon. David
R. Jones oversees the case. Margaret M. McClure, Esq., at the Law
Offices of Margaret M. McClure, serves as bankruptcy counsel to the
Debtor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
SENIOR CARE: Transfer of San Antonio Nursing Facilities Approved
----------------------------------------------------------------
Judge Stacy G.C. Jernigan of U.S. Bankruptcy Court for the Northern
District of Texas Motion (i) approved the Operations Transfer
Agreement ("OTA") by and between Westover Hills SCC, LLC, Pecan
Valley SCC, LLC, and Hunters Pond SCC, LLC ("Transferors"),
affiliates of Senior Care Centers, LLC, and Canary Bend Healthcare,
Inc., Calavara Creek Healthcare, Inc., and Sage Terrace Healthcare,
Inc. ("New Operators"); and (ii) authorized the transfer of the
certain assets and operations of the skilled nursing facilities
known as (a) "SCC at Westover Hills Rehabilitation and Healthcare,"
located at 922 State Hwy. 151, San Antonio, Texas; and (b) "SCC at
Pecan Valley Rehabilitation and Healthcare," located at 9903
Hunters Pond, San Antonio, Texas from the Transferors to the New
Operators pursuant to the OTA, free and clear of all claims and
encumbrances.
The OTA, any other ancillary documentation, and the transactions
contemplated by the foregoing, are approved.
The Debtors are prohibited from paying any obligations to their
employees pursuant to the Transaction Documents, including but not
limited to, any severance, retention bonus, or other change in
control payment, unless the Court enters an order authorizing such
payment. Any severance, retention bonus, or other change in
control payment contemplated by the OTA that is payable because of
any sale is limited to the extent required by applicable Bankruptcy
law.
Subject to the terms of the Order, the Assets are transferred free
and clear of all liens, claims, interests, or encumbrances;
provided, however, that for any party holding a secured interest in
the Assets senior to any interest held by Granite Bonita Glen LLC,
Georgetown Park Place LLC, Granite Momentum LLC, and Granite Master
Partners, L.P. (or an ownership interest, if any third party owns
any goods or equipment located at the Facility), the New Operators
will receive such Assets subject to such interest unless such
interest is satisfied in a manner agreed to by the holder thereof
or as otherwise determined by the Court.
Notwithstanding anything in the Order to the contrary, the transfer
of the Assets pursuant to the Order will not be free and clear of
claims related to executory contracts or unexpired leases that may
be assumed and assigned to the New Operators.
Certain equipment and/or vehicles that are subject to leases
between certain of the Debtors and Wells Fargo Equipment Finance,
Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment
Finance, and/or Wells Fargo Financial Leasing, Inc., are, or may
be, located at the Facility. Notwithstanding any other term or
provision of the Amended Order, subsequent to the transfer of the
Assets to the New Operator, Wells Fargo will retain its liens and
interests in the Wells Fargo Equipment, which will be transferred
to the New Operator subject to such liens and interests, and any
rights or interests of the Debtors therein will be deemed to be
terminated following the effective date of the transfer to the New
Operator.
Wells Fargo and the New Operator may enter into such new equipment
lease, lease assumption, or other transaction regarding the Wells
Fargo Equipment to which such parties may mutually agree and, in
the absence of such agreement, Wells Fargo will be permitted to
exercise its legal or contractual in rem rights and remedies with
respect to the Wells Fargo Equipment, as to which the automatic
stay will be terminated upon Closing. With Wells Fargo's consent,
the Debtors will file a motion to formally assume or reject any
contracts or leases pertaining to the Wells Fargo Equipment, in
consultation with the New Operator, within 90 days of the Closing.
Love Funding's first priority liens on the assets of the Love
Funding Debtors that are not being transferred pursuant to the
Amended Order, including the cash and accounts receivable of the
Love Funding Debtors will remain in place. If, 90 days after
Closing, the loans from Love Funding secured by the assets of the
Love Funding Debtors have been assumed by another borrower or
borrowers, and those loans are not in default, then, at that time
or such later time that any defaults have been cured by another
borrower or borrowers, Love Funding's lien on the assets of the
Love Funding Debtors will be released.
Notwithstanding any other provision in the Amended Order, the
Motion, the OTAs, or the Transaction Documents, year 2018 ad
valorem personal property taxes owed on the affected locations will
be paid by the Transferor to the relevant taxing authorities on or
before
Sept. 30, 2019 with interest that has accrued at the state
statutory rate of 1% per month.
The ad valorem property taxes for the 2019 tax year will remain
attached to the assets and become the responsibility of the New
Operators. The holders of liens that secure year 2019 ad valorem
property taxes will retain all state law collection and lien
enforcement rights and are not enjoined from pursuing collection of
all amounts owed for tax year 2019 against the New Operators in the
event the 2019 ad valorem property taxes are not paid prior to the
state law delinquency date.
Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy
Rule to the contrary, the Order is effective and enforceable
immediately upon entry, no stay applies, and the Debtors may
complete the transactions contemplated hereby immediately. The
Order is intended to be, and in respects will be, a final order
regarding the relief granted herein, and will not be an interim
order.
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
On Dec. 14, 2018, the Office of the United States Trustee for the
Northern District of Texas appointed an official committee of
unsecured creditors in these Chapter 11 cases.
SERVICEMASTER GLOBAL: S&P Alters Outlook to Stable
--------------------------------------------------
S&P Global Ratings revised its outlook on Memphis, Tenn.-based
ServiceMaster Global Holdings, Inc. (ServiceMaster) to stable from
positive because of the company's more aggressive financial policy.
ServiceMaster, a provider of pest control, cleaning, and
restoration services, has closed on three debt-funded acquisitions
in the last two months for total consideration of approximately
$350 million. Moreover, the company is refinancing its existing
senior secured credit facility
with a new $400 million revolver and $600 million term loan B. The
proceeds from the transaction will be used to pay off the existing
revolver borrowings, the short-term bridge loan used to finance the
recent acquisitions, and the existing term loan B.
Meanwhile, S&P affirmed its ratings on ServiceMaster, including its
'BB-' issuer credit rating. It is also assigning its 'BB+'
issue-level rating and '1' recovery rating to the company's new
senior secured credit facility. The '1' recovery rating indicates
S&P's expectation for very high (90%-100%, rounded estimate 95%)
recovery for lenders in the event of a default.
Outlook revised to stable from positive because S&P believes the
company's financial policy is more aggressive than previously
expected, as evidenced by three debt-funded acquisitions in the
past two months. The company's pro forma adjusted leverage is
increasing to around 4x. This is significantly higher than the
company's stated leverage target of 2.5x–3.0x (which equates to
S&P Global Ratings-adjusted leverage of about 3.0x-3.5x). As such,
S&P no longer expects the company's leverage to remain in the low-
to mid-3x range over the next 12 months, but to stay around 4x. The
more aggressive debt-funded acquisitions reflect the company's
appetite to gain market share in the fragmented and mature pest
control industry, and its willingness to operate at higher leverage
levels than previously communicated.
The stable outlook reflects S&P's expectation that the company will
continue to be acquisitive and maintain adjusted leverage around
4x, as the pest industry's consolidation intensifies. S&P also
expects ServiceMaster to continue to generate good top-line growth
from successfully integrating the acquisitions; and grow
organically from improved customer retention rates, and expansion
into the commercial segment. S&P also expects margins to improve in
2020 as one-time investments in the business roll off, and
productively efficiencies offset higher claims costs.
"We could lower our ratings if the company's financial policy
becomes more aggressive, including continued large debt-financed
acquisitions that result in adjusted leverage exceeding 4.5x on a
sustained basis," S&P said, adding that it could also lower its
ratings if the company's profitability or cash flow generation is
significantly weaker because of increased competition,
significantly higher than expected claims costs, inability to
integrate the larger acquisitions, or unexpected litigations that
harms its reputation and brands. S&P estimates that for this to
occur, adjusted EBITDA would need to decrease by 20% from current
pro forma EBITDA levels.
"We could raise our ratings if the company's financial policy
becomes more conservative by demonstrating a commitment to its
stated leverage target, including operating with adjusted leverage
sustained below 3.5x," S&P said. This could happen if the company
funds future acquisitions from excess cash flow instead of
incremental debt, or if the company focuses on debt reduction,
according to the rating agency.
At the same time, S&P expects the company to grow its top line by
taking share from competitors while improving EBITDA and cash flow
generation from operating efficiencies and expanding scale. The
rating agency estimates that for this to occur, adjusted EBITDA
would need to increase by 20% from the current pro forma EBITDA or
if the company pays down approximately $350 million of debt.
SEVERIN ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Severin Acquisition, LLC's B3
corporate family rating and B3-PD probability of default rating
after the educational software provider announced it would be
raising an incremental $70 million first-lien term loan to effect
the acquisition of Schoology, a K through 12 learning management
systems software provider. Cash from PowerSchool and a substantial
equity contribution from PowerSchool's private equity sponsors,
Vista Equity Partners and Onex Corporation, will satisfy the
balance of the purchase price and transaction fees. Moody's
affirmed the B2 facility ratings on the borrower's first-lien debt,
including a $120 million revolving credit facility and the upsized,
$845 million term loan. Moody's also affirmed the Caa2 facility
rating on PowerSchool's existing $365 million second-lien term
loan. The outlook remains stable.
Affirmations:
Issuer: Severin Acquisition, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Gtd Senior Secured 1st lien Term Loan due 2025, Affirmed B2 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility due 2023,
Affirmed B2 (LGD3)
Gtd Senior Secured 2nd lien Term Loan due 2026, Affirmed Caa2
(LGD5)
Outlook Actions:
Issuer: Severin Acquisition, LLC
Outlook, remains stable
RATINGS RATIONALE
The affirmation of PowerSchool's B3 CFR reflects, in addition to
the company's good organic growth and strong market position, the
substantial, greater than 50% equity infusion that its owners are
contributing to an otherwise leveraging acquisition of an
unprofitable company in critical need of liquidity. The incremental
equity could be viewed as an offset to any losses borne due to
acquisition integration, which could prove to be more challenging
than initial expectations. Given the time, money and uncertainty
involved with wresting $14 million of synergies from a company that
has $35 million in total revenues and has never been profitable,
Moody's assumes that Schoology initially contributes nothing to
PowerSchool's EBITDA. Viewed in that light -- zero EBITDA from
Schoology -- any incremental debt would be a leveraging event. When
Moody's originally rated PowerSchool, in mid-2018, the B3 CFR was
conditioned on the expectation that the company would delever from
the very high, roughly 9.0 times Moody's-adjusted leverage, when it
acquired PeopleAdmin, Inc., to below 8.0 times by the end of 2019.
By Moody's calculations and pro-forma for the Schoology
acquisition, PowerSchool's June 30, 2019 leverage is about 8.6
times. Moody's ratings are subject to review of the transaction's
final documentation.
PowerSchool continues to be a weakly positioned B3 credit, mostly
because of its very high leverage. The $70 million of incremental
debt is insignificant relative to PowerSchool's September 30th
total debt of $1.13 billion. Moody's evaluation therefore relies
less on financial metrics per se and more on subjective factors
such as comparing management's intention to delever with its
willingness, through this transaction, to remain highly leveraged.
At the time of the purchase of PeopleAdmin, Inc., management had
made it clear that the company had essentially completed the
process of building a market-leading, end-to-end offering of
educational enterprise resource planning and student information
systems software applications for the K through 12 market, and
little to no future acquisition activity was expected. But plans
can change and opportunities arise. Schoology's learning management
systems software offerings constitute a metaphorical "spoke"
tangential to the company's avowed focus on a SIS- and ERP-centric
"hub". From a portfolio of services perspective, the Schoology
acquisition is consistent with the outlined approach. PowerSchool's
strategy to elevate the small target company onto its broad tech
platform, in order to absorb fixed costs and take advantage of a
national distribution system, is sound, in Moody's view. But
PowerSchool asserted in mid-2018 that by late-2019 it will have
delevered by nearly two-and-a-half turns, to 5.1 times (its own
adjusted measure is roughly two turns higher than management's).
With the full realization of synergies from Schoology (which it
should be noted will take more than a year to attain), management's
measure of leverage is above 6.0 times. In Moody's view, the size
of the PE firms' equity contribution signals that the company is
giving some consideration to tempering leverage.
PowerSchool's B3 CFR reflects the company's small but growing,
nearly $450 million-revenue base (per Moody's expectations for
2020, and including Schoology), and very high debt-to-EBITDA
leverage that Moody's expects will moderate, albeit more slowly
than Moody's had originally anticipated. Moody's adds the
substantial, roughly $25 million change in deferred revenue to
arrive at a Moody's adjusted cash EBITDA of approximately $135
million in 2020. Moody's estimates that PowerSchool can eventually
generate margins in the low- to mid-30% range. Moody's expects
PowerSchool to deliver organic revenue growth in the
upper-single-digit percentages over the next twelve to eighteen
months. Revenue will be driven by a few factors, each of roughly
equivalent impact: contracted annual price accelerators, the
addition of new customers, and cross-selling of products. The
company's high subscription renewal rates also support the CFR.
Visibility into the company's organic operating trends is
complicated by the raft of acquisitions made over the years. The
Schoology acquisition exacerbates the weak quality of earnings.
PowerSchool's liquidity is adequate, given its expectation for
steadily growing free cash flows that, as a percentage of debt,
will be in the low single digits, in line with the CFR. Moody's
expects cash balances by the end of 2020 to be about $80 million.
Cash flows are highly seasonal, reflecting the academic year, and
the company draws moderately on the ample, $120 million revolver,
which is typically repaid in full by the end of any calendar year.
Moody's expects PowerSchool will have good headroom under the
credit program's sole financial covenant, a springing maximum net
first-lien leverage limit, set at 7.75 times for the life of the
loan and applicable when at least 35% of the revolver is drawn.
The stable outlook reflects its expectations for mid- to
upper-single-digit-percentage revenue growth over the next twelve
to eighteen months, a measurable diminishment in the scale of
EBITDA adjustments, and steady Moody's-adjusted-EBITDA margins, in
the low- to mid-30% range. Moody's expects debt-to-EBITDA (adding
the change in deferred revenue) to remain above 8.0 times through
2020, given Schoology's drag on EBITDA.
The ratings could be upgraded if acquisitions are integrated
successfully (requiring lesser earnings adjustments), and if the
size and scope of the business, as well as profits, expand, leading
us to expect Moody's-adjusted debt-to-EBITDA leverage to be
sustained near 6.0 times. Moody's would also expect the company to
generate free cash flow representing mid- to upper-single-digit
percentages of debt.
The ratings could be downgraded if leverage fails to improve
towards 8.0 times over the next 12 to 18 months; if liquidity
deteriorates, reflective, perhaps, of an aggressive acquisition
strategy; or if planned synergy execution fails to translate into
improved EBITDA and positive free cash.
PowerSchool faces moderate environmental, social, and governance
risks, primarily in the form of heightened pressures from private
equity sponsors, who are plainly comfortable with operating
PowerSchool under high leverage. However, as they did in the
company-forming 2018 acquisition, Onex and Vista are contributing
substantial cash equity to the Schoology purchase as well.
The principal methodology used in these ratings was Software
Industry published in August 2018.
SIGNET CAPITAL PARTNERS: Hires David Steffensen as Counsel
----------------------------------------------------------
Signet Capital Partners asks the U.S. Bankruptcy Court for the
District of Utah for authority to employ the Law Office of David W.
Steffensen, P.C. as its counsel.
The Debtor seeks to employ the Law Office of David W. Steffensen,
P.C. because of its considerable experience in real estate and
bankruptcy matters and believes that the law firm is well qualified
to render the legal services and to represent the interests of the
Debtor in this case.
The Firm's duties and responsibilities as counsel to the Debtor
will include, but not be limited to:
a) providing legal advice with respect to the powers, rights,
and duties of the Debtor in the continued management and operation
of its business;
b) providing legal advice and consultation related to the
legal and administrative requirements of the Office of the United
States Trustee;
c) taking all necessary actions to protect and preserve the
Debtor's Estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor, and
representing the Debtor's interests in any negotiations or
litigation in which the Debtor may be involved, including
objections to the claims filed against the Debtor's Estate;
d) preparing on behalf of the Debtor any necessary pleadings
including Applications, Motions, Answers, Orders, Complaints,
Reports, or other documents necessary or otherwise beneficial to
the administration of the Debtor's Estate;
e) representing the Debtor's interests at the Meeting of
Creditors, pursuant of the Bankruptcy Code, and at any other
hearing scheduled before the Bankruptcy Court related to the
Debtor;
f) assisting and advising the Debtor in the formulation,
negotiation, implementation of a Chapter 11 Plan and all documents
related thereto;
g) assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of corporate transactions, including sales of assets, in
this Chapter 11 bankruptcy case;
h) assisting and advising the Debtor with respect to the use
of cash collateral and obtaining Debtor-in-possession or exit
financing and negotiating, drafting and seeking approval of any
documents related thereto;
i) reviewing and analyzing all claims filed against the
Debtor's Bankruptcy Estate and to advise and represent the Debtor
in connection with the possible prosecution of objections to
claims;
j) assisting and advising the Debtor concerning any executory
contract and unexpired leases, including assumptions, assignments,
rejections, and renegotiations;
k) coordinating with other professionals employed in the case
to rehabilitate the Debtor's affairs; and
l) performing all other bankruptcy-related legal services for
the Debtor that may be necessary during the administration of this
case.
The Law Office of David W. Steffensen, P.C. does not hold or
represent any interest adverse to the Estate, members of the firm
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code, and its employment would be in the
best interest of this Estate.
About Signet Capital Partners
Signet Capital Partners, LLC is engaged in activities related to
real estate. The company filed a voluntary Chapter 11 bankruptcy
petition (Bankr. D. Utah. Case No. 19-26429) on August 30, 2019,
listing $10 million to $50 million in both assets and liabilities.
The petition was signed by Kent A. Hoggan, manager.
The Hon. Kimball R. Mosier presides over the case. David W.
Steffensen, Esq., at LAW OFFICE OF DAVID W. STEFFENSEN, P.C., in
Salt Lake City, Utah, serves as the Debtor's counsel.
SPORTCO HOLDINGS: Further Fine-Tunes Disclosure Statement
---------------------------------------------------------
SportCo Holdings, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a Third Amended
Combined Disclosure Statement and Joint chapter 11 Plan of
Liquidation.
According to the black-lined copy of the Third Amended Disclosure
Statement compared with the previous version, the Third Amended
Disclosure Statement does not alter the proposed treatment of
claims and interests under the Plan. A black-lined copy of the
Third Amended Disclosure Statement dated October 17, 2019, is
available at https://tinyurl.com/y5xjhs2e from PacerMonitor.com at
no charge.
Holders of General Unsecured Claims shall be entitled to receive
15%, and the Prepetition Term Loan Lenders on account of their
Allowed Prepetition Term Loan Deficiency Claims will be entitled to
receive 85%, of the remaining proceeds from the Type A Causes of
Action. The Debtors estimate that $43,000,000 of General Unsecured
Claims and $223,828,000 of Prepetition Term Loan Deficiency Claims
will be Allowed.
After repayment of the Liquidation Trust Funding Amount B to the
Prepetition Term Loan Agent and Prepetition Term Loan Lenders which
agree to fund the Type B Causes of Action and any additional
professional fees, expenses, and any and all other related costs
associated with the prosecution of the Type B Causes of Action,
Holders of General Unsecured Claims shall be entitled to receive
30%, and the Prepetition Term Loan Deficiency Claims shall be
entitled to receive 70%, of the proceeds from the Type B Causes of
Action.
The Liquidation Trust will be funded initially with $500,000 in
Cash from the Cash on hand in the Debtors' estates constituting
cash collateral of the Prepetition Term Loan Lenders on the
Effective Date and may be funded with additional amounts from such
cash collateral, if any, at the sole discretion of Prepetition Term
Loan Lenders.
About SportCo Holdings
United Sporting Companies, Inc., was founded in 1933 under the name
Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in
2009 and formally changing its name to United Sporting Companies,
Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies
are marketers and distributors of a broad line of products and
accessories for hunting and shooting sports, marine, camping,
archery, and other outdoor activities.
The companies' product line of over 55,000 SKUs includes firearms,
reloading, marine electronics, trolling motors, optics, cutlery,
archery equipment, ammunition, leather goods, camping equipment,
sportsman gifts, and a variety of other outdoor sporting goods
products. The companies carry the major brands in the outdoor
sports industry, including Remington, Ruger, Browning, Winchester,
Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory,
Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance,
Federal, CCI, Taurus, and Leupold. The companies employ 321 people.
SportCo, a Delaware corporation, is a holding company with no
business operations.
SportCo Holdings, Inc. and its affiliates, including United
Sporting Companies, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10,
2019. At the time of the filing, SportCo listed less than $50,000
and liabilities between $100 million and $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped McDermott Will & Emery LLP as their bankruptcy
counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC
as restructuring advisor; BMC Group, Inc. as notice and claims
agent; and Wilson Kibler, Inc., as real estate broker.
Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Lowenstein Sandler LLP, as counsel, and Morris James LLP, as
co-counsel.
SPORTCO HOLDINGS: Says Wellspring, Insider, Not Entitled to Release
-------------------------------------------------------------------
SportCo Holdings, Inc. and its affiliated debtors replied to the
objection of the Wellspring Creditors to the second amended
combined disclosure statement and joint chapter 11 plan of
liquidation of Debtors.
The Prepetition Term Loan Lenders have consented to the use of
their cash collateral, funded the Liquidation Trust, agreed to
share in recoveries with general unsecured creditors on account of
Type A Causes of Action and Type B Causes of Action. The Debtors,
the Prepetition Term Loan Lenders, and the Committee agreed to
compromise claims and negotiated at arm's length to formulate a
plan that could generate recoveries for the general unsecured
creditors, who would otherwise be out of the money. Despite
Wellspring's scorched earth tactics, the Debtors have a fiduciary
duty to maximize value for all creditor constituencies.
The Committee supports the Debtors' Releases contained within the
Combined Plan and Disclosure Statement. The Debtors' Releases are
an integral part of the Combined Plan and Disclosure Statement and
are appropriate under applicable law. Accordingly, the Debtors
submit that the Debtors' Releases should be approved over
Wellspring's self-serving objection.
Wellspring is an insider whose claims against the Debtors' estates
are governed by a subordination agreement, which is enforceable
under the Bankruptcy Code and applicable nonbankruptcy law. The
Wellspring claims are not similar to the claims of the Prepetition
Term Loan Lenders or other general unsecured creditors.
The Combined Plan and Disclosure Statement does not prejudice
Wellspring's ability to defend itself in litigation pending in
South Carolina. However, Wellspring is not entitled to a release
under the Bankruptcy Code or governing jurisprudence in this Court.
A full-text copy of the reply dated Oct. 17, 2019, is available at
https://tinyurl.com/yyvjayad from PacerMonitor.com at no charge.
About SportCo Holdings
United Sporting Companies, Inc., was founded in 1933 under the name
Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in
2009 and formally changing its name to United Sporting Companies,
Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies
are marketers and distributors of a broad line of products and
accessories for hunting and shooting sports, marine, camping,
archery, and other outdoor activities.
The companies' product line of over 55,000 SKUs includes firearms,
reloading, marine electronics, trolling motors, optics, cutlery,
archery equipment, ammunition, leather goods, camping equipment,
sportsman gifts, and a variety of other outdoor sporting goods
products. The companies carry the major brands in the outdoor
sports industry, including Remington, Ruger, Browning, Winchester,
Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory,
Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance,
Federal, CCI, Taurus, and Leupold. The companies employ 321 people.
SportCo, a Delaware corporation, is a holding company with no
business operations.
SportCo Holdings, Inc. and its affiliates, including United
Sporting Companies, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10,
2019. At the time of the filing, SportCo listed less than $50,000
and liabilities between $100 million and $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped McDermott Will & Emery LLP as their bankruptcy
counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC
as restructuring advisor; BMC Group, Inc. as notice and claims
agent; and Wilson Kibler, Inc., as real estate broker.
Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Lowenstein Sandler LLP, as counsel, and Morris James LLP, as
co-counsel.
STRAIGHT UP: Unsecureds to Recover 46% in 4 Years
-------------------------------------------------
Straight Up Enterprises, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division, on Oct.
15, 2019, an Amended Plan of Reorganization and Disclosure
Statement.
According to the Disclosure Statement, under the Plan, any
unsecured creditor holding an Allowed Claim may elect to be paid
$2,000 in cash, or 95% of their Allowed Claim, without interest,
whichever is less, on the effective date, in full satisfaction of
their claim. The Debtor estimates that the payment to creditors
electing this option will be approximately $41,000 paid to 30
creditors, which hold claims of $91,180. This will reduce the
remaining pool of unsecured creditors participating in the Class
2(B) treatment to $2,817,434.
All general unsecured creditors not electing treatment under Class
2(A) will be treated under Class 2(B). On the effective date, the
Class 2(B) creditors will receive a cash payment of $280,000, which
will be distributed pro rata. On the first day of the 9th month
after the effective date, and on the first day of each third month
thereafter, a total of 17 payments of $60,000 will be paid to the
Class 2(B) creditors on a pro rata basis. Adding the payment of
$280,000 on the effective date and 17 quarterly payments of
$60,000, this is a total of $1,300,000 over five years without
interest. This is a distribution of 46% to the pool of Class B
creditors. If the installment payments are discounted to present
value using a 7% as the rate of discount, the Debtor estimates the
present value of the payments is 38.7%.
Equity holders John Dragomer and John Damoth will retain their
existing equity ownership in the Debtor and will receive additional
stock for the new subscription of $150,000 each if the Debtor's
Plan is confirmed.
The Debtor believes that the payments were made pursuant to the
terms of the note, the security interest was executed
contemporaneous with the loans, the financing statement was
recorded contemporaneously, and that the payment is not
preferential.
A full-text copy of the Disclosure Statement dated Oct. 15, 2019,
is available at https://tinyurl.com/y56bv8go from PacerMonitor.com
at no charge.
About Straight Up Enterprises
Straight Up Enterprises, Inc., is a retailer of sports apparel and
other miscellaneous sports gear and accessories.
Straight Up Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-31010) on April 23,
2019. At the time of the filing, the Debtor disclosed $1,985,246
in assets and $5,557,303 in liabilities.
The case is assigned to Judge Daniel S. Opperman.
The Debtor tapped Winegarden, Haley, Lindholm Tucker & Himelhoch,
P.L.C., as its legal counsel.
The U.S. Trustee for Region 9 on May 8, 2019, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case. The committee retained Cooley LLP, as lead
counsel, and Miller Canfield Paddock and Stone, P.L.C., as Michigan
counsel.
SUPER PROPERTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Super Property Solution, LLC
1415 Date Street
San Bernardino, CA 92404
Business Description: Super Property Solution LLC is a lessor
of real estate based in San Bernardino,
California.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court
Central District of California (Riverside)
Case No.: 19-19496
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: Michael Jones, Esq.
M JONES & ASSOCIATES, PC
505 N Tustin Ave Ste 105
Santa Ana, CA 92705
Tel: 714-795-2346
Fax: 888-341-5213
E-mail: mike@mjthelawyer.com
mike@MJonesOC.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by David Y. Hwang, LLC member.
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/cacb19-19496.pdf
SUZANNE FERRY: $1M Sale of St. Pete Beach Property Approved
-----------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne Ferry's sale of the real
property located at 618 73rd Avenue, St. Pete Beach, Florida,
Parcel ID #36-31-15-77994-045-0080, to Brian Kamilar and/or Assigns
for $1.05 million.
A hearing on the Motion was held on Oct. 21, 2019.
The sale is free and clear of liens, claims, interests,
encumbrances, and security interest of any nature of kind,
including the liens of Bayview Loan Servicing and Gary and Lucia
Apstolov, all of which will attach to the proceeds of the sale.
The proceeds of the sale will be held in escrow by either counsel
for the Debtor or the closing agent, pending further Court order.
The Debtor is authorized to pay all broker's fees and all other
ordinary and necessary closing expenses normally attributed to a
seller of real estate at closing.
Notwithstanding the foregoing, the sale of the Real Property is
conditioned on the contemporaneous sale of the Debtor's property at
600 Corey Avenue North, St. Pete Beach, FL 33702 and non-debtor
property at 601 Corey Avenue, St. Petersburg, Florida 33706 owned
by Blake’s Ventures, Inc., such that, at or before closing of all
three properties, sufficient funds are deposited into escrow to
satisfy both the lien of Bayview in the amount of $745,604 under
the mortgage encumbering the subject properties, and the lien of
the Apstolovs in the amount of $553,000.00 under the mortgage
encumbering the subject properties. Accordingly, if the sale of
the three properties will not result in funds in escrow of at least
$1,298,604 (after payment of expenses authorized), the sale of the
Real Property will not proceed.
The 14-day stay required under Bankruptcy Rule 6004(h) will be
waived.
Within 10 days from the closing of the sale, the Debtor will filed
a copy of the closing statement with the Court.
Suzanne Ferry sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-01854) on Feb. 1, 2011.
SUZANNE FERRY: $880K Sale of St. Pete Beach Property Approved
-------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne Ferry's sale of the real
property located at 600 Corey Avenue North, St. Pete Beach,
Florida, Parcel ID #36-31-15-77994-057-0130, to Adam Kestenbaum
and/or assigns for $880,000.
A hearing on the Motion was held on Oct. 21, 2019.
The sale is free and clear of liens, claims, interests,
encumbrances, and security interest of any nature of kind,
including the liens of Bayview Loan Servicing and Gary and Lucia
Apstolov, all of which will attach to the proceeds of the sale.
The proceeds of the sale will be held in escrow by either counsel
for the Debtor or the closing agent, pending further Court order.
The Debtor is authorized to pay all broker's fees and all other
ordinary and necessary closing expenses normally attributed to a
seller of real estate at closing.
Notwithstanding the foregoing, the sale of the Real Property is
conditioned on the contemporaneous sale of the Debtor's property at
618 73rd Avenue, St. Pete Beach, FL 33702 and non-debtor property
at 601 Corey Avenue, St. Petersburg, Florida 33706 owned by Blake's
Ventures, Inc., such that, at or before closing of all three
properties, sufficient funds are deposited into escrow to satisfy
both the lien of Bayview in the amount of $745,604 under the
mortgage encumbering the subject properties, and the lien of the
Apstolovs in the amount of $553,000 under the mortgage encumbering
the subject properties. Accordingly, if the sale of the three
properties will not result in funds in escrow of at least
$1,298,604 (after payment of expenses authorized), the sale of the
Real Property will not proceed.
The 14-day stay required under Bankruptcy Rule 6004(h) will be
waived.
Within 10 days from the closing of the sale, the Debtor will file a
copy of the closing statement with the Court.
Suzanne Ferry sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-01854) on Feb. 1, 2011.
TEVOORTWIS LAND: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: TeVoortwis Land Company, LLC
1920 S. Moore Road
Bad Axe, MI 48413
Business Description: TeVoortwis Land Company, LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Company owns
in fee simple a real property located in
Huron County having an appraised value of
$8.99 million.
Chapter 11 Petition Date: October 28, 2019
Court: United States Bankruptcy Court
Eastern District of Michigan (Bay City)
Case No.: 19-22090
Judge: Hon. Daniel S. Opperman
Debtor's Counsel: Anthony J. Kochis, Esq.
WOLFSON BOLTON PLLC
3150 Livernois, Suite 275
Troy, MI 48083
Tel: (248) 247-7105
Fax: (248) 247-7099
Email: akochis@wolfsonbolton.com
- and -
Scott A. Wolfson, Esq.
WOLFSON BOLTON PLLC
3150 Livernois, Suite 275
Troy, MI 48083
Tel: (248) 247-7103
Fax: (248) 247-7099
Email: swolfson@wolfsonbolton.com
Total Assets: $8,992,000
Total Liabilities: $22,323,580
The petition was signed by Cindy TeVoortwis, member and authorized
agent.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb19-22090.pdf
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. GreenStone Farm Real Property $7,232,981
Credit Services, ACA Located in Huron
c/o J. Joseph County
Purtell, Esq.
900 Center Avenue
Bay City, MI 48708
Email: jjpurtell@lpsmlaw.com
2. GreenStone Farm Real Property $3,859,155
Credit Services, Located in Huron
FLCA County
c/o J. Joseph Purtell, Esq.
900 Center Avenue
Bay City, MI 48708
Email: jjpurtell@lpsmlaw.com
3. Gro-Green Farms, Inc. Services & Goods $6,823
2695 Brown Road
Owendale, MI 48754
4. Oliver Township Treasurer $143,023
5327 W. Richardson Rd.
Elkton, MI 48731
TIRAMISU RESTAURANT: Plan Payments to be Funded by Operations
-------------------------------------------------------------
Debtor Tiramisu Restaurant, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of New York an amended disclosure
statement with regard to the second amended plan of
reorganization.
Each holder of Class 5 Allowed Unsecured Claim will receive cash
equal to 10% of the allowed amount of its claim, 10 days after the
effective date. The Debtor estimates that the total amount of
Allowed Class 4 Claims is 85,000. The Debtor reserves the right to
file objections to claims and if necessary, will file the same
within thirty days after the effective date.
Karen Vedad is the 100% shareholder of the Debtor. Ms. Vedad,
under the Absolute Priority Rule, intends to retain her 100% equity
interest upon confirmation of the Plan, and accordingly, made
payments on behalf of and for the benefit of the Debtor, to resolve
the claims of Express and Hines, totaling $35,000.
The confirmation deposit and future payments contemplated by the
Second Amended Plan will be paid from the operations of the
Debtor's business. The Debtor estimates that it will need a
confirmation deposit of approximately $11,000, $8500 for Class 5
claims and the initial $2500 payment to Kornfeld ninety days
thereafter the Debtor shall need an additional $18,000 to make its
first payment of the Class 4 tax claims.
A full-text copy of the Amended Disclosure Statement dated October
17, 2019, is available at https://tinyurl.com/y3ufzxsn from
PacerMonitor.com at no charge.
About Tiramisu Restaurant
Tiramisu Restaurant, LLC, operator of an Italian restaurant located
on the Upper East Side of Manhattan at 1410 Third Avenue, New York
10028, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 17-11346) on May 15, 2017, disclosing under $1 million in both
assets and liabilities. The Debtor is represented by Randy M.
Kornfeld, Esq., at Kornfeld & Associates, PC.
TORNANTE-MDP JOE: S&P Alters Outlook to Stable, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook to stable from
negative, affirmed its 'B-' issuer credit rating on Tornante-MDP
Joe Holding LLC (Topps) and affirmed the 'B-' issue-level rating on
the company's $30 million revolver due in April 2022.
In addition, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's newly issued $125 million term
loan due October 2022. The '3' recovery ratings indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery for lenders in the event of a payment default.
The stable outlook reflects reduced refinancing risk following the
extension of the credit facility maturity, and S&P's expectation
for operating improvements through 2020 in its base-case forecast
that will reduce leverage.
"We could lower the rating if as a result of meaningful operating
underperformance the company is unable to recover and sustain
sufficient cash flow to support refinancing the revolver and term
loan in 2022," S&P said.
"We could raise the rating one notch if revenue and cash flow
generation meaningfully improves with minimal reliance on the
revolver. In addition, we could raise the rating if we believe the
company could sustain adjusted debt to EBITDA under 4x," the rating
agency said.
TWO COOKS: $225K Sale of Pantego Property to Spears Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Two Cooks In The Kitchen, LLC's sale of .26 Acres of
Nathan Smith Survey, Abstract 1432, Tract 3C, also known as 2503 W.
Pioneer Pkwy, Pantego, Tarrant County, Texas, to Spears
Enterprises, LLC for $225,000, in accordance with the terms of
their Commercial Contract - Improved Property.
A hearing on the Motion was held on Oct. 22, 2019.
The sale is free and clear of any and all liens, claims, interests,
and encumbrances, with all existing liens in the Property to
reattach to the proceeds of sale. The sale will not be free and
clear of any liens securing current year 2019 ad valorem taxes and
said liens will remain attached to the Property unless and until
all applicable ad valorem taxes associated with such liens are paid
in full, including any penalties and interest.
The Debtor is authorized and directed to pay in full at closing:
(a) the outstanding indebtedness owed to CFF that is secured by
CFF's lien in the Property, which amount will be $142,501 as of
Oct. 25, 2019;1 (b) all past due ad valorem taxes assessed against
the Property and the Debtor's pro rata share of actual or estimated
2019 ad valorem taxes assessed or assessable against the Property;
and (c) the outstanding indebtedness owed to Pantego Economic
Development Corp. ("PEDC") that is secured by PEDC's lien in the
Property; provided, however, that if PEDC has not provided a
definitive payoff statement to the Debtor by closing, then Debtor
will (i) make such payment from the Sale Proceeds once PEDC has
provided the definitive payoff statement to the Debtor, and (ii)
escrow $10,000 of the Sales Proceeds pending payment of PEDC (which
amount, for the avoidance of doubt, will not serve as a cap on the
amount payable to PEDC should the amount owed to PEDC exceed said
amount).
The Debtor is further authorized to pay all customary closing costs
out of the Sale Proceeds, with the exception of any real estate
broker fees and costs which may only be paid upon the approval,
upon application and notice, of the Debtor's engagement of such
broker and the terms of the engagement.
The Debtor is authorized and directed to: (a) promptly after the
closing, pay in full from the remaining Sale Proceeds all due and
owing U.S. Trustee quarterly fees assessed with respect to the
second and third quarters of 2019; and (b) escrow $3,900 from the
remaining Sale Proceeds for the purpose of having funds on hand to
pay fourth quarter 2019 U.S. Trustee quarterly fees once assessed.
The Order will be effective immediately upon entry irrespective of
any stay imposed by Bankruptcy Rule 6004(h) or otherwise.
Two Cooks In The Kitchen, LLC, sought Chapter 11 protection (Bankr.
N.D. Tex. Case No. 19-41881) on May 6, 2019. The Debtor tapped
Warren V. Norred, Esq., and Clayton L. Everett, Esq., at Norred
Law, PLLC as counsel.
UNION GROVE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Union Grove Baptist Church as of Sept. 18,
2019, according to a court docket.
About Union Grove Baptist Church
Union Grove Baptist Church sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-27459) on Sept.
18, 2019. At the time of the filing, the Debtor had estimated
assets of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. The case is assigned to Judge David S.
Kennedy. The Debtor is represented by the Law Office of John
Edward Dunlap.
UNITY ENTERPRISES: 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
Unity Enterprises, Inc., according to court dockets.
About Unity Enterprises
Unity Enterprises, Inc., an electrical contractor in Pensacola,
Fla., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Case No. 19-31056) on Sept. 26, 2019. At the
time of the filing, the Debtor had estimated assets of between $1
million and $10 million and liabilities of between $100,000 and
$500,000. The case is assigned to Judge Jerry C. Oldshue Jr. The
Debtor's legal counsel is Wilson, Harrell, Farrington, Ford,
Wilson, Spain & Parsons, P.A.
VERSANT HEALTH: S&P Affirms 'B' Long-Term Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Versant Health Holdco Inc. The outlook is negative. S&P said,
"We also affirmed all debt ratings, including our 'B' rating on
Versant's first-lien credit facility, consisting of a $75 million
revolver due 2022 and $800 million first-lien term loan due 2024.
The recovery rating is '3', indicating our expectation for
meaningful (60%) recovery in the event of a payment default. We
also affirmed our 'CCC+' debt rating and '6' recovery rating on
Versant's $210 million second-lien term loan due 2025. The '6'
recovery rating indicates our expectation for negligible (0%)
recovery in the event of payment default."
S&P said, "The affirmation reflects our expectation that Versant's
credit-protection measures will improve through 2020. We expect
Versant to continue deleveraging through year-end 2019. Our
negative outlook reflects the possibility that Versant will not
delever below 7.5x and/or will face coverage below 2x during the
next six-to-12 months. Our original expectation for leverage
between 7.2x-7.5x by year-end 2019 factored in the belief that the
majority (if not all) synergies and cost-saving actions would be
implemented by year-end; however, synergies have now been expanded
and extended through June 2021. We view these costs as normal
course of business and do not make adjustments to EBITDA, until
they are recognized."
Versant emerged in December 2017 through the combination of Davis
Vision and Superior Vision and faced integration risks, a slower
synergy realization, and some client losses, resulting in earnings
compression and weaker-than-expected credit metrics through 2018.
2019 performance is beginning to improve through higher revenues
and expanding margins, but heightened leverage and weaker EBITDA
interest coverage continue to pressure the rating. S&P said, "We
believe Versant should benefit from new business wins and more
significant synergy realization beginning in 2020, resulting in
leverage between 6.5x and 7x and coverage between 2x and 2.5x.
Given its past business underperformance and synergy track record,
we acknowledge the execution risk present in meeting our
expectations. This heightened downside risk may require us to
reassess Versant's business profile."
The negative outlook on Versant reflects the company's limited
cushion for business erosion and its impact on credit-protection
measures over the next 6-12 months. S&P adjusted debt-to-EBITDA and
EBITDA interest coverage are forecasted to be weaker than our
stated thresholds of 7.5x and 2x, respectively through year-end
2019. S&P anticipates for a modest improvement to business
fundamentals in 2020 with mid-single digit revenue growth coupled
with significant synergy realization and improving margins to
result in S&P adjusted leverage of 6.5-7x and EBITDA interest
coverage above 2x by year-end 2020.
S&P said, "We could lower our ratings in the next 6-12 months if
Versant produces weaker-than-expected earnings and
credit-protection measures and does not maintain a commitment to
delevering. Lack of new business wins, loss of a substantial
customer, or synergies taking longer to be realized than currently
expected would act as a further drag on EBITDA margins and
profitability. Specific triggers that could lead to a downgrade
include financial leverage above 7.5x and EBITDA interest coverage
below 2x on a sustained basis. We could also consider a downgrade
if Versant becomes more aggressive with its financial policies so
that debt-financed dividends lead to credit-protection measures
above our triggers."
"We could affirm our ratings and revise the outlook to stable in
the next 6-12 months if Versant's business performance and
credit-protection metrics stabilize with leverage below 7.5x and
EBITDA interest coverage above 2x, and the company demonstrates a
commitment to maintain these metrics within our expectations."
-- S&P has updated its recovery analysis on Versant. S&P has
affirmed its 'B' issue-level ratings with '3/60%' recovery ratings
on its $75 million revolver and $800 million first-lien term loan;
as well as the 'CCC+' issue ratings with a '6/0%' recovery on its
$210 million second-lien term loan.
-- S&P has valued the company on a going-concern basis using a 6x
multiple over our projected emergence EBITDA.
-- S&P's simulated default scenario contemplates a default in 2022
stemming from intense competitive pressure, provider disruptions,
and large client losses.
-- S&P believes lenders would achieve the greatest recovery value
through reorganization rather than liquidation of the business.
-- Emergence EBITDA: $88.7 million
-- Multiple: 6x
-- Gross recovery value: $532 million
-- Net recovery value after 5% administrative expenses: $505.4
million
-- Obligor/nonobligor valuation split (%): 75/25
-- Estimated first-lien claims: $827.3 million
-- Value available for first-lien claims: $505.4 million
-- Recovery: 60%
-- Estimated second-lien notes claims: $219.7 million
-- Value available for unsecured claims: 0
-- Recovery: 0%
Note: All debt amounts include six months of prepetition interest.
VICTORIA PUNTANILLA: Unsecureds to Be Paid in Full in 5 Years
-------------------------------------------------------------
Debtor Victoria Puntanilla filed with the U.S. Bankruptcy Court for
the Northern District of California a combined Chapter 11 Plan of
Reorganization and Disclosure Statement.
Allowed claims of general unsecured creditors will receive 100
percent of their allowed claim in 60 equal monthly installments,
due on the 1st day of the month, starting Effective Date.
Creditors in this class may not take any collection action against
Debtor so long as Debtor is not in material default under the
Plan.
If the Plan is confirmed, the payments promised in the Plan
constitute new contractual obligations that replace the Debtor's
pre-confirmation debts. Creditors may not seize their collateral
or enforce their pre-confirmation debts so long as Debtor performs
all obligations under the Plan. If the Debtor defaults in
performing Plan obligations, any creditor can file a motion to have
the case dismissed or converted to a Chapter 7 liquidation, or
enforce their non-bankruptcy rights.
The Debtor shall not receive a discharge of debts until Debtor
makes all payments due under the Plan or the court grants a
hardship discharge.
On the Effective Date, all property of the estate and interests of
the Debtor will vest in the reorganized Debtor pursuant to Sec.
1141(b) of the Bankruptcy Code free and clear of all claims and
interests except as provided in this Plan, subject to revesting
upon conversion to Chapter 7.
A full-text copy of the Disclosure Statement dated Oct. 15, 2019,
is available at https://tinyurl.com/yxjknlms from PacerMonitor.com
at no charge.
The Chapter 11 case is In re Victoria Puntanilla (Bankr. N.D. Cal.
Case No. 19-51185).
The Debtor is represented by:
Farsad Law Office, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
W&T OFFSHORE: S&P Affirms B- Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed the 'B-' issuer credit rating on W&T
Offshore Inc. and raised the issue rating on the company's
second-lien notes to 'B+' and revised the recovery rating to '1'.
S&P said, "The affirmation reflects our expectation that W&T
Offshore will continue to increase production in 2019 and 2020,
supporting positive free operating cash flow (FOCF) that will lead
to better financial performance. The company has a long track
record of successfully developing its Gulf of Mexico assets,
despite the generally higher risk of offshore drilling, further
supporting our expectation of production growth. As a result, we
expect FFO to debt to average between 20% and 30% over the next two
years and debt to EBITDA to average 3x to 4x."
"The stable outlook on W&T reflects expectation that the company
will maintain a FFO-to-debt ratio in the 20%-30% range and adequate
liquidity for the next two years while it sustains its production
levels and generates positive free operating cash flow to fund
capital spending and debt repayment."
"We could lower our rating on W&T if its leverage deteriorated to
levels that we would view as unsustainable, such as FFO-to-debt of
well below 12% for a sustained period, given its small scale and
high concentration in the offshore GoM. We could also lower the
rating if the company's liquidity deteriorated. These scenarios
would most likely occur if commodity prices fell sharply and W&T
did not rein in its capital expenditures, or if the company pursued
a large leveraging transaction without compensating cash flows."
"We would consider upgrading W&T if the company increased the size
and geographic diversity of its reserve base to reduce its exposure
to hurricanes or related events, while at the same time growing its
production to bring them more in line with higher-rated peers. At
the same time, W&T would need to sustain its FFO-to-debt ratio
above 30%. Both events likely occur along with modestly financed
acquisitions and organic reserve development, supported by
favorable crude oil and natural gas prices."
WAYNE BAILEY: Martyn, Hendrick Represent Multiple Creditors
-----------------------------------------------------------
In the Chapter 11 cases of Wayne Bailey, Inc., the law firms of
Martyn and Associates and Hendrick, Bryant, Nerhood, Sanders and
Otis, LLP submitted a verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that they are
representing Castellini Company, LLC and SP Funding, LLC.
The Firm represents creditors Castellini Company, LLC and SP
Funding, LLC (collectively, "PACA Creditors") which filed claims in
the amounts of $174,472.06 and $1,036,212.74, respectively. The
claims arise from pre-petition sales to the Debtor of perishable
agricultural commodities. The PACA Creditors retained the Firm
between January 24, 2018 and February 15, 2018.
As of Oct. 23, 2019, the list of PACA Creditor's name, address and
their disclosable economic interests are:
(1) Castellini Company, LLC
P.O. Box 721610
Newport, KY 41072-1610
* Filed claim amount: $174,472.06
* Claim status: Compromised, allowed and paid at $125,000.00.
Resulting general unsecured claim of $49,472.06 pending.
(See, Order at Doc. No. 652.)
(2) SP Funding, LLC
100 Elks Club Road
Brevard, NC 28712
* Filed claim amount: $1,036,212.74, plus accruing interest at
18% year.
* Claim status: Disputed and in litigation.
The PACA Creditors, together with several other creditors in this
case asserting PACA trust claims against the Debtor, are all
co-beneficiaries to the same trust. As such, in the event there are
insufficient proceeds in the trust for payment in full, trust
assets are paid to the valid PACA claims on a pro-rata basis. See,
Frio Ice, S.A. v. Sunfruit, Inc., 918 F.2d 154 (11th Cir. 1990) and
In Re Milton Poulos, Inc., 947 F.2d 1351 (9th Cir. 1991).
A contract of representation is signed by each client of the Firm
which includes an acknowledgment that additional PACA claimants may
be and are represented by the Firm and waives any conflict which
may arise during the representation. Other terms and conditions of
employment of the Firm are protected by the attorney-client
privilege and attorney work product doctrine.
Counsel for PACA trust creditors Castellini Company, LLC and SP
Funding, LLC can be reached at:
MARTYN AND ASSOCIATES
Mark A. Amendola, Esq.
820 W. Superior Avenue, Tenth Floor
Cleveland, Ohio 44113
Telephone: (216) 861-4700
Facsimile: (216) 861-4703
E-mail: mamendola@martynlawfirm.com
- and -
HENDRICK, BRYANT, NERHOOD, SANDERS AND OTIS, LLP
Timothy Nerhood, Esq.
Matthew Bryant, Esq.
723 Coliseum Drive, Suite 101
Winston-Salem, NC 27106-5326
Telephone: (336) 723-7200
Facsimile: (336) 723-7201
Email: tnerhood@hendricklawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/0yzn6g
About Wayne Bailey Inc.
Wayne Bailey, Inc., grows, packs, and ships sweet potatoes for
foodservice, retail, fresh cut, processing, and international
markets worldwide. It also offers processed sweet potatoes,
including shreds, sticks, diced, sliced (with or without skin),
slabs (with or without skin), crinkle-cut slabs (with or without
skin), and whole peeled and puree (chilled or frozen) sweet
potatoes. The company was founded in 1935 and is headquartered in
Chadbourn, North Carolina. It has facilities in North Carolina,
Mississippi, Louisiana, and Texas.
Wayne Bailey filed for chapter 11 bankruptcy protection on (Bankr.
E.D.N.C. Case No. 18-00284) on Jan. 21, 2018. In the petition
signed by George G. Wooten, president, the Debtor was estimated to
have assets and liabilities at $10 million to $50 million
respectively. Judge Stephani W. Humrickhouse oversees the case.
WESTWIND MANOR: Seeks to Extend Exclusivity Period Through Jan. 28
------------------------------------------------------------------
Westwind Manor Resort Association, Inc., and its debtor-affiliates
asked the U.S. Bankruptcy Court for the Southern District of Texas
to further extend by ninety days the periods during which the
Debtors have exclusive right to file a Chapter 11 plan and to
solicit acceptances the plan through and including Jan. 28 and
March 28, 2020, respectively.
The requested extension, if granted, will provide the Debtors with
a full and fair opportunity to resolve open case issues, evaluate
certain administrative and priority claims, and formulate, draft,
propose and solicit a plan without the distraction of ill-formed
competing plans.
This is the Debtors' second request for an extension of the
Exclusivity Periods. Throughout the chapter 11 process, the
companies have endeavored to establish and maintain a cooperative
working relationship with the Committee and believe that
relationship will continue during the requested extension.
As set forth in the First Exclusivity Motion, the Debtors' capital
structure alone is sufficiently complex to warrant a further
extension of the Exclusivity Periods. Moreover, the neglect and
mismanagement of their pre-petition management has made the
Debtors' Chapter 11 Cases significantly more difficult and
operationally challenging than originally anticipated. Since the
Initial Petition Date, the Debtors have addressed numerous
operational and administrative issues since the Initial Petition
Date. Those tasks have been both labor-intensive and
time-consuming.
The Debtors submit that their progress to date and the additional
contemplated tasks, including the sale of all or substantially all
of their golf courses justifies an extension of the Exclusivity
Periods.
About Westwind Manor Resort Association
Westwind Manor Resort Association, Inc., and its subsidiaries
operate two distinct business segments. Warrior Custom Golf focuses
on the manufacture and sale of custom golf clubs. Warrior
Acquisitions manages affiliates, like Warrior Golf, LLC, which own
and manage golf courses.
Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It
develops, manufactures markets and sells affordable custom golf
clubs and related equipment to golfers worldwide. Warrior Custom
Golf's products are custom built to the specifications of each
customer. Warrior Acquisitions is the manager of six entities that
own and operate 18 golf courses and parcels of land located
throughout the United States. Both segments of the business are
headquartered in Irvine, California.
Westwind Manor Resort Association and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 19-50026) on March 4, 2019.
The Debtors estimated both assets and debt between $1 million and
$10 million.
The cases have been assigned to Judge David R. Jones.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley
Austin LLP, as special counsel; Force Ten Partners LLC as financial
advisor; and Donlin, Recano & Company, Inc. as claims and noticing
agent.
Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an
official committee of unsecured creditors on March 19, 2019. The
committee is represented by Cozen O'Connor.
WEWORK COMPANIES: Fitch Affirms CCC+ IDR, Outlook No Longer Neg.
----------------------------------------------------------------
Fitch Ratings affirmed WeWork Companies LLC's Long-Term Issuer
Default Rating at CCC+ and removed the Negative Outlook following
the proposed financing with SoftBank Group Corp. Fitch has also
placed the senior unsecured notes rating on Rating Watch Negative
reflecting the anticipated decline in recovery prospects upon
funding of the proposed financing with the resolution subject to
the finalized quantum and terms. While Fitch expects the proposed
financing to go ahead with a high degree of confidence given
SoftBank's commitment, WeWork's ratings would likely be downgraded
to the 'CC' category were the proposed financing not to be
completed and absent any other alternative.
SoftBank Group Corp.'s commitment to provide significant funding to
WeWork as proposed addresses the company's acute liquidity strains
by accelerating SoftBank's $1.5 billion April 2020 payment
obligation. Fitch believes this payment along with cash on hand
should be able to meet operational, restructuring and lease build
out needs in the current quarter, although this is uncertain.
Additionally, Fitch believes the proposed new debt of $1.1 billion
senior secured notes and $2.2 billion unsecured notes and $1.75
billion letter of credit facility will at least partially fund
operations and build out of remaining leases signed into through
the third quarter of this year to the extent WeWork is able to
successfully reduce its cost structure, improve ARPPM and increase
occupancy over the rating horizon.
Fitch believes SoftBank's operational support, namely the on the
ground involvement of its Chief Operating Officer Marcelo Claure,
among other potential measures, may lead to a revised business
plan. One that emphasizes sooner attainment of a rationalized cost
structure and a systematic evaluation of leases, locations and
geographies could provide additional headroom to weather execution
challenges and localized or broader weakness in the commercial
office space sector. Fitch will continue to monitor WeWork's
progress towards a sustainable financial profile and the scope and
nature of SoftBank's existing involvement and the potential for
further support.
KEY RATING DRIVERS
Liquidity and Funding Plan: The $5.05 billion proposed financing
represents, in Fitch's view, the effective minimum needed to fund
WeWork's existing operations, restructuring and opening of leases
entered into in anticipation of the scuttled IPO. There is minimal
headroom for execution challenges or a broader slowdown. However,
WeWork's accelerated receipt of $1.5 billion in warrant proceeds
alleviates near term liquidity pressures. WeWork had under $2.5
billion in unrestricted cash at June 30, 2019. Fitch has revised
its estimate of the company's current liquidity given signed lease
obligations and estimates unrestricted cash ex-joint ventures (JVs)
at the end of 3Q was well below that which is needed at its current
burn rate. However, with the accelerated $1.5 billion, WeWork
should be able to meet its operational needs in the current
quarter, but would still face insolvency should the financing
transaction not go through, which Fitch views as a lower
probability event at this point.
Business Plan Sustainability: WeWork's management is faced with
being forced to fit out a significant number of additional desks
due to a surge in leases signed in anticipation of the IPO.
Additionally, a meaningful portion of desks to be built out exist
in non-gateway/tier 1 cities and in geographic locales that the
company is no longer targeting to expand in. WeWork can ill afford
to wait to begin the build out of these locations in order to
preserve liquidity since doing so would eat into the free rent
holiday periods they enjoy. Alternatively, the company is faced
with walking from committed leases which special purpose entity
structures theoretically allow, although such a move could severely
harm WeWork's reputation and destabilize its business model.
However, SoftBank has stated it will provide "operational support"
and WeWork's Board will appoint SoftBank's COO as Executive
Chairman of the Board.
Execution Risk: Successful execution of WeWork's business plan, in
Fitch's view, hinges upon reducing corporate overhead from about
60% of revenue in 2019 to a low double digit percentage over the
next few years, which translates to about $1 billion in cash
operating expense. While potentially subject to review by SoftBank,
based upon reports Fitch understands that only relatively small
number of existing employees in the core business will exit by
year-end against the more than 12,500 that the company employed as
of the 2Q. This suggests to Fitch the company may be delaying tough
decisions for a future IPO or other capital raise potentially
imperiling the ability to withstand near-term downside risk.
Additionally, Fitch believes WeWork's business plan will have to
see both ARPPM and occupancy increases from current levels to avoid
having to raise additional capital.
Enterprise Risk: Fitch remains concerned that enterprises, which
constituted 40% of memberships as of June 30, 2019, could become
hesitant to enter into membership agreements with WeWork,
potentially destabilizing the business, although this risk may be
ameliorated in the near term. While it is unclear whether landlords
are pulling back from WeWork, a reduction in leasing demand by the
company could lead to downward pressure on rents in key gateway
cities where WeWork is a major private tenant, reducing the
potential relative attractiveness of a WeWork lease. Fitch believes
WeWork will attempt to pursue a more balanced financial model that
results in the potential for sooner attainment of profitability and
FCF generation. However, the risk that the company is unable to
restructure itself successfully remains. There has been management
turnover and it is possible employee morale is deteriorated given
anticipated large scale headcount reductions in addition to reduced
value of equity-based compensation, which has been sizable,
although SoftBank's $3 billion tender offer may provide partial
relief.
Recovery and Notching: Fitch's recovery analysis assumes that
WeWork would be considered a going-concern in bankruptcy and that
the company would be reorganized rather than liquidated. Fitch
assumes guarantor subsidiaries' leases are proportional to their
percentage of assets and assumes operating lease claims would be
pari passu with the senior unsecured notes in addition to corporate
guarantees and surety bonds. Fitch further assumes WeWork's standby
letters of credit, assumed fully utilized adjusted for locations
expected to remain open in reorganization less cash collateral, are
superior in rank to senior secured claims. As described, Fitch
assumes WeWork's going concern EV assuming guarantor's portion of
pre-growth EBITDA at June 30, 2019, reduced by an estimate of
normalized, restructured overhead expense, and uses a 5x multiple
in reflection of the potential that WeWork's market position and
brand is compromised. Additionally, Fitch assumes a proportion of
value from mature non-guarantor locations is available, although
reduced to a degree due to uncertainty over the business model.
After assumption of a 10% administrative claim and assumption of a
5% concession allocation to unsecured claims, the distribution of
value yields a recovery ranked in the 'RR2' category for the senior
secured notes and 'RR5' category for the senior unsecured notes.
With funding of the $1.1 billion senior secured and $2.2 billion
notes, Fitch anticipates that the recovery would decline to the
'RR6' category.
DERIVATION SUMMARY
Fitch considers WeWork's profile to be most aligned with business
services companies, given the nature of its value proposition as
essentially a services platform targeted at businesses of all
sizes. This is augmented by a meaningful technology component,
which sits on top of traditional commercial real estate leasing.
WeWork's rating reflects a combined consideration of business and
financial profile rating factors (consistent with the factors
associated with Fitch's Business Services Ratings Navigator), both
on a current and prospective basis given its relatively early stage
of development as a company.
On the business profile side, Fitch sees WeWork's now potentially
diminished market position and scale, diversification, execution
and expertise as consistent with 'BB' ratings category or lower
rated business services peers. WeWork compares somewhat favorably
on several dimensions within these factors including its global
brand, market position among shared workspace providers, size, and
moderately diversified range of services with the opportunity to
expand along with a diverse spectrum of end-markets both from
business size, industry vertical and increasing geography basis.
Fitch sees WeWork's contracted income and renewal risk as
consistent with the 'BB' rating category due to its membership
agreements being short term, albeit bolstered by greater than 40%
of memberships being held by entities with 500 or more employees,
although sees risk that enterprise customers could pull back from
the company. WeWork is exposed to meaningful in-sourcing risk due
to the economic environment, particularly among its enterprise
clients, although enterprise clients may seek additional
flexibility for their real estate needs during an economic
downturn, to the extent enterprise customers do not perceive
significant continuity risk in WeWork.
With regards to WeWork's financial profile, Fitch sees WeWork's
near-term profitability and financial structure as consistent with
the lower end of 'B' to 'CCC' rating category peers, reflecting a
worsening over time and Fitch now expects WeWork's specific metrics
to be subject to greater uncertainty over the ratings horizon,
exposing the company to greater risk in the event of a macro shock
or restructuring difficulty. Moreover, WeWork's lack of
profitability of its existing business and by extension financial
structure are correlated with weakly rated peers, exacerbated by an
aggressive expansion strategy, particularly investment in SG&A has
materially weakened the company's credit protection metrics. On the
financial flexibility category, Fitch sees WeWork's profile as
consistent with 'B' to 'CCC' ratings category peers given its
uncertain liquidity position and limited sources of funding.
Fitch considers factors for highly speculative issuers in a
relative fashion. WeWork's business model is redeemable and its
strategy faces significant execution risk as it is likely to embark
on a major restructuring. FCF has remained consistently negative
having worsened over the past year and while Fitch no longer
expects the company to expand aggressively, the company's FCF
outlook is subject to risks and uncertainties. Fitch now sees
WeWork's deleveraging capacity as fairly limited. However,
management now appears committed to improvement in its traditional
credit protection metrics over growth in the near to intermediate
term. The company has reduced the voting power and board
representation of the former CEO and co-founder improving
governance although related party transactions remain unresolved.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Successful raise of $3.3 billion in secured and unsecured
financing and $1.75 billion letter of credit facility; receipt of
$1.5 billion in warrant proceeds from SoftBank in the near term and
$200 million in 2H'20; no further capital raises contemplated;
-- Build out of the majority of existing signed leases;
-- Increase in occupancy over the course of the rating horizon;
-- Stabilization of ARPPM and modest annual growth thereafter;
-- Execution of restructuring plan such that overhead as a
percentage of revenue declines substantially over the rating
horizon;
-- Cash restructuring charges incurred in 2019 and 2020;
-- Divestiture of acquired businesses and wind-down of other
ancillary ventures;
-- Continued trends in gross capex and landlord TI allowance
trends;
-- Collateralization of standby letters of credit at levels
consistent with current agreements.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that We Co. would be reorganized as a
going-concern (GC) in bankruptcy rather than liquidated;
Fitch has assumed a 10% administrative claim. Fitch also has
assumed a 5% concession payment to the unsecured creditors.
GC Approach
-- WeWork's GC EBITDA is based on LTM June 30, 2019 operating
EBITDA of negative $675 million, representing the estimated 75%
share of consolidated operating EBITDA that guarantor subsidiaries
represent;
-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
valuation of the company;
-- The GC EBITDA is $267 million, above LTM EBITDA, to reflect
the contribution margin of $454 million from existing guarantor
locations 75% of an assumed $250 million of normalized SG&A, higher
than previously to reflect reduced ability to rely upon equity
compensation, adjusted for assumed restructuring to reflect closing
of unprofitable locations and a ceasing of expansion in
reorganization;
-- Offsetting factors include in process locations that will come
into service and generate positive EBITDA balanced by a degree of
overhead that will need to be maintained;
-- Additionally, WeWork's value proposition could diminish to
some global enterprises with a smaller network and enterprise
concern over its viability.
EV Multiple Approach
An EV multiple of 5x is used to calculate a post-reorganization
valuation. The estimate considered the following factors:
-- The historical bankruptcy exit multiple for companies WeWork's
sector ranged from 4x-7x, with a median reorganization multiple of
6x;
-- Current EV multiples of public companies in the Business
Services sector trade well above the historical reorganization
range. The median forward EV multiple for this sector is about 10x.
Historical multiples ranged from 6x-12x;
-- WeWork does have unique characteristics that would allow for a
higher multiple in its unique brand and stake in JVs;
-- However, uncertainty surrounding WeWork's business model and
the high degree of strategy and execution risk leads Fitch to
utilize a recovery multiple that is below the sector median.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Demonstrated progress towards a sustainable financial profile
through rationalization of the company's cost structure, stabilized
ARPPM and occupancy improvements in line with Fitch's assumptions,
among other factors.
-- Increased headroom in funding needs over the rating horizon
through an enhanced financial profile and stabilized funding
sources.
-- Maintenance of unrestricted liquidity that meets greater than
four quarters of projected needs above a reasonable operational
buffer.
-- Enhanced tangible support or the expectation therein from
SoftBank Group.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Inability to complete proposed financing transaction or
alternative.
-- Degradation in business profile possibly reflecting a material
pullback in customer leasing activity, particularly enterprises,
and/or otherwise inability to successfully operate existing
locations while restructuring workforce.
LIQUIDITY AND DEBT STRUCTURE
Stabilized Near-Term Liquidity: WeWork had cash and cash
equivalents of $2.5 billion at June 30, 2019. The company had $576
million of restricted cash primarily collateralizing letters of
credit issued to provide credit support to location leases. $536
million of cash was held by the company's JVs. Fitch now estimates
WeWork's current liquidity given signed lease obligations and
estimates unrestricted cash ex-JVs at the end of 3Q was well below
$1 billion. With the accelerated $1.5 billion WeWork may be able to
meet its operational needs in the current quarter, which are
estimated to be in excess of $1.5 billion, but will still face
insolvency should the financing transaction not go through, which
Fitch views as a lower probability event at this point. With the
proceeds due from SoftBank, and assuming WeWork is able to
successfully restructure its workforce without degrading its
existing business, Fitch believes the company has the minimum
funding required to implement its business plan, which is
optimistic. This estimate is uncertain and subject to risks related
to customer pullback, the potential negative feedback loop of lease
market price declines as WeWork steps back in addition to localized
and broader slowdowns.
Refinancing Risk: WeWork had $669 million of principal outstanding
on its 2025 senior notes, limiting its immediate refinancing risk.
However, WeWork is subject to risk that it is unable to access
markets to meet ongoing liquidity needs let alone unforeseen
financial challenges to the extent its funding requirements exceed
the proposed financing. Additionally, WeWork's 2015 amended and
restated $650 million credit facility and 2017 amended $500 million
standby letter of credit facility will terminate in November 2020.
As of June 30, 2019, $1.0 billion letters of credit were
outstanding. While the letters of credit for leased locations decay
over time, WeWork is subject to the risk that it would be unable to
continue to meet the terms of a significant portion of its leases
without providing additional credit support in the form of cash
security or other means that might not be available. However,
SoftBank's proposed financing plan includes a $1.75 billion letter
of credit facility, the final terms of which Fitch intends to
review.
YUETING JIA: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Oct. 25, 2019,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Yueting Jia.
The committee members are:
(1) Ping An Bank., Ltd.
Beijing Branch
Attn: Si Huo
Asset Management Innovation, Dept. Room
1105 Building, A
Oriental Media Center No. 4
Guanghualu, Chaoyang District
Beijing 100026 China
Phone: (+86) 186-0029-9807
Email: zhangyao335@pingan.com.cn
(2) China Minsheng Trust Co., Ltd.
Attn: Yin Zhuo
19th Floor
Tower C of Minsheng Financial Center, No 28
Jianguomennei Avenue
Beijing 100005 China
Phone: +8618611521926
Fax: +861085259080
Email: yinshuo@msxt.com
(3) Shanghai Leyu Chuangye Investment Management Center LP
Attn: Chen Yi
Room 26756
No 212, Lane 425, Fuyong Road
Songjiang District, Shanghai
Phone: +86 21-61359049
Fax: +86 21-6135-9048
Email: chenyi@htlcm.com
(4) Jiangyin Hailan Investment Holding Co., Ltd
Attn: Yong Tang
Xin Qino Town
Hailan Garment Industry City
Jiangyin, Jiangsu
China 214400
Phone: +86 13921881766
Email: jsfushizi@163.com
(5) Shanghai Qichengyueming Investment
Partnership Enterprise
Attn: Yan Chengbin
1717 North Sichuan Road, 27th Floor
Hongkou District
Shanghai, China
Phone: +011-86139-18456632
E-mail: yanchengbin@qc-investment.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 Yueting Jia
Yueting Jia sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 19-12220) on Oct. 14, 2019. The
Debtor is represented by James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl & Jones LLP.
[*] Bankruptcy Filings Increase Slightly
----------------------------------------
Bankruptcy filings increased by 0.4% for the 12-month period ending
Sept. 30, 2019, compared with cases for the year ending Sept. 30,
2018, according to statistics released by the Administrative Office
of the U.S. Courts.
Annual bankruptcy filings totaled 776,674, compared with 773,375
cases in the previous year ending in September.
The level of filings is still 51% below the peak reached in 2010,
during the aftermath of the Great Recession, 2007-2009. A national
wave of bankruptcies that began in 2008 reached the highest level
in the year ending September 2010, when nearly 1.6 million
bankruptcy cases were filed. Filings declined yearly through 2018.
Chapter 11 bankruptcy filings are up for the year ending Sept. 30,
2019, compared to last year's. Chapter 11 filings for the past
five years:
Year Total
---- -----
2019 7,105
2018 7,014
2017 7,052
2016 7,450
2015 7,040
Total business filings are also up from last year's. Total
business filings for the past five years:
Year Total
---- -----
2019 22,910
2018 22,103
2017 23,109
2016 24,457
2015 24,985
*********
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