/raid1/www/Hosts/bankrupt/TCR_Public/191111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 11, 2019, Vol. 23, No. 314
Headlines
1309 BERGENLINE: Sandoval Buying Union City Property for $440K
24 HOUR FITNESS: S&P Lowers ICR to 'B-' on Diminished Liquidity
3600 ASHE: Stephen Hall to Contribute for Plan Payments
ABC DEMOLITION: Seeks to Hire Ewald Auctions as Appraiser
ABC DEMOLITION: Seeks to Hire Herron Hill as Attorney
ABSOLUT FACILITIES: Committee Hires Amini LLC as Counsel
ADAMS RESTAURANT: Case Summary & 13 Unsecured Creditors
AES CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
AKORN INC: S&P Affirms B- ICR Despite Less Than Adequate Liquidity
ALBERTSONS COMPANIES: Moody's Rates New $500MM Unsec. Notes 'B3'
ALTERRA MOUNTAIN: S&P Rates Upsized Secured Term Loan Facility 'B'
AMAGAZI LLC: U.S. Trustee Unable to Appoint Committee
AMERICAN BONDING: Thomas Fluharty Named Escrow Agent
AMISTAD READY: Creditors to Get Payment from Operation Cash Flow
AMNEAL PHARMACEUTICALS: Moody's Reviews B2 CFR for Downgrade
AP TELEGUAM: S&P Lowers Senior Secured Debt Rating to 'B+'
APC AUTOMOTIVE: S&P Lowers ICR to 'CC' on Exchange Offering
ARSENAL RESOURCES: Case Summary & 30 Largest Unsecured Creditors
AUTORAMA ENTERPRISES: Dec. 5 Plan Confirmation Hearing Set
BARD COLLEGE: Moody's Alters Outlook B1 $125MM Bonds to Stable
BELLANO JEWELERS: Seeks Authorization to Use Cash Collateral
BLUE EAGLE: Koehns Buying Blount County Property for $240K
BREAD & BUTTER: Case Summary & 20 Top Unsecured Creditors
BUFORD ELECTRIC: Bankr. Administrator Unable to Appoint Committee
CAMBIUM LEARNING: S&P Affirms 'B-' ICR After AIR Assessment Deal
CAMBREX CORP: S&P Assigns 'B' Long-Term ICR on Permira Acquisition
CAMPUS EDGE: Dec. 5 Plan & Disclosure Statement Hearing Set
CARET CORPORATION: Case Summary & 20 Largest Unsecured Creditors
CENTURY CASINOS: S&P Assigns 'B' ICR; Outlook Stable
CHESAPEAKE ENERGY: Moody's Cuts Corp. Family Rating to B2
CHESTER COMMUNITY: Fitch Assigns B- IDR, Outlook Stable
CHURNEYS' REAL: Selling Warrensville Heights Property for $75K
CIVITAS HEALTH: Has Authority to Use Cash Collateral on Final Basis
COWBOY PUMPING: Case Summary & 20 Largest Unsecured Creditors
D & M LOGISTICS: Seeks to Hire Norred Law as Counsel
DANA INC: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
DATUM TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee
DELMAR SUBS: Case Summary & 20 Largest Unsecured Creditors
DELPHI TECHNOLOGIES: S&P Lowers ICR to 'BB-' on Declining Sales
DREAM BIG RESTAURANTS: U.S. Trustee Unable to Appoint Committee
DRW HOLDINGS: S&P Assigns 'BB-' ICR; Outlook Stable
EASTERN NIAGARA: Case Summary & 20 Largest Unsecured Creditors
ENDICOTT MEATS: Case Summary & 10 Unsecured Creditors
EP ENERGY: Seeks to Hire Ernst & Young as Auditor
EPIC Y-GRADE: S&P Alters Outlook to Negative on Increased Leverage
EVERMILK LOGISTICS: Seeks Authorization to Use Cash Collateral
FALLS EVENT: Trustee Selling Ymahill Property for $9.5 Million
FISHING VESSEL: U.S. Trustee Unable to Appoint Committee
FLEETWOOD ACQUISITION: Has Authority on Interim Cash Collateral Use
FOURTEENTH AVENUE: Judge Signs Agreed Final Cash Collateral Order
FREDERICK REICHLE: Selling All Real Property Holdings & Assets
FRIENDSWOOD COMMERCIAL: Selling Friendswood Property for $836K
GATE 3 LIQUIDATION: Trustee Taps Terry A. Dake as Legal Counsel
GFL ENVIRONMENT: Moody's Confirms B3 CFR & Alters Outlook to Stable
GFL ENVIRONMENTAL: S&P Affirms 'B' Long-Term ICR; Outlook Stable
GOLDCUP HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative
GOMEZ GLOBAL: Final Cash Collateral Order Entered
GULFPORT ENERGY: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
HARLEM CROSSINGS: Hires Baum Realty Group as Leasing Agent
HARLEM CROSSINGS: Hires Kenneth Donkel as Special Counsel
HARLEM CROSSINGS: Hires Sagamore Capital as Loan Broker
HARLEM CROSSINGS: Seeks to Hire Dent Law Offices as Legal Counsel
HOLCOMB ACQUISITIONS: Case Summary & 20 Top Unsecured Creditors
HOVNANIAN ENTERPRISES: S&P Lowers ICR to 'SD' on Exchange Offer
IN THE WIND: Pride Buying Four Semi-Trailers for $100K
INSYS THERAPEUTICS: Disclosure Statement Hearing Moved to Nov. 14
INTERRA INNOVATION: Allowed to Use Cash Collateral Until Dec. 13
IRON COUNTY HOSPITAL: Proposes Plan of Adjustment
JAMES CANDY: Wockenfuss Candy-Making Equipment for $7.5K
LIGHT OF LIFE CHURCH: U.S. Trustee Unable to Appoint Committee
LPL HOLDINGS: S&P Affirms BB+ Issuer Credit Rating; Outlook Stable
MARSALRET LLC: Seeks Access to Community Bank Cash Collateral
MDC ENERGY: Case Summary & 30 Largest Unsecured Creditors
MEDIAOCEAN LLC: S&P Rates New $305MM Secured Credit Facility 'B'
MICHAEL VARA: Majidians Buying Calabasas Property for $1.55M
MORIAH POWDER: Seeks to Hire Markus Williams Young as Counsel
MR. CAMPER: Seeks Authority to Continue Cash Collateral Use
MWM OIL: Proposes Nov. 18 Butler Online Auction of Assets
MWM OIL: U.S. Trustee Removes Sonya Meeds as Committee Member
NATTCO LLC: Revocation of Officer's Discharge of Debt Upheld
NIAGARA FRONTIER: Cash Collateral Use Continued Through Dec. 4
NIGHTGALLERIE LLC: Seeks Final Authority on Cash Collateral Use
NILE DEVELOPERS: Proposes Sale of Baltimore City Property
NILE DEVELOPERS: Seeks to Hire Alisha Gordon as Counsel
P.P.S. TRUCKING: Case Summary & 20 Largest Unsecured Creditors
PRESTIGE COSMETICS: Case Summary & 20 Largest Unsecured Creditors
PRIDE TRUCK: Case Summary & 20 Largest Unsecured Creditors
PROFESSIONAL RESOURCES: Case Summary & 20 Top Unsecured Creditors
PROGRESSIVE SOLUTIONS: Jan. 9, 2020 Plan Confirmation Hearing Set
PUERTO RICO HOSPITAL: Avanos Wants Supply Contracts in Disclosures
QUAD/GRAPHICS INC: S&P Lowers ICR to 'B+'; Outlook Negative
REAGOR AUTO MALL: SCU Claim Against Beals Reduced by $3,900
RECREATE MED SPA: Venus Objects to Plan & Disclosures
RECYCLING REVOLUTION: Case Summary & 20 Top Unsecured Creditors
RITORI LLC: Seeks Authorization to Use Cash Collateral
RIVER LANDING: Demands FSB Compliance With Plan, Settlement
ROAD STAR TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
S.L.B. ESSEX: Voluntary Chapter 11 Case Summary
SENIOR CARE: PM Management Transferring Assets to Palatine
SHERIDAN HOLDING: Files Plan Supplement for Prepack
SHERRILYN KENYON: Trustee Proposes Online Auction of Four Vehicles
SIDNEY & LAUREN: Case Summary & Unsecured Creditor
SIERRA ENTERPRISES: S&P Alters Outlook to Neg., Affirms 'B' ICR
SPN INVESTMENTS: Wants Status Conference Continued to Dec. 12
SPRINGLEAF FINANCE: S&P Rates New $750MM Unsecured Notes 'BB-'
SWELL CHICAGO: Dec. 10 Plan & Disclosure Hearing Set
TAYLOR MORRISON: Moody's Affirms Ba3 CFR, Outlook Stable
US GC INVESTMENT: Seeks Plan Deadline Extension Over Fu Objections
USA LANDS: Fearrands Buying Pineville Property for $115K
WESCO AIRCRAFT: S&P Rates Secured Notes 'B'; Rating on Watch Neg.
WILLIAM LYON: Moody's Reviews B2 CFR for Upgrade on TMHC Deal
WILLIAMSON MEMORIAL: U.S. Trustee Forms 5-Member Committee
YOUNG SMILES: Plan & Disclosures Due January 21, 2020
[^] BOND PRICING: For the Week from November 4 to 8, 2019
*********
1309 BERGENLINE: Sandoval Buying Union City Property for $440K
--------------------------------------------------------------
1309 Bergenline, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the sale of the real property
located at 1309 Bergenline Avenue, Union City, State of New Jersey
to Jose Sandoval for $440,000, free and clear of any and all liens,
claims or interests.
The Debtor's case was commenced on the eve of a foreclosure sale
concerning the Property. The Property is a 2,462 square foot two
family residential property. The Property was appraised at
$425,000.
Subject to Court authorization, the Debtor has entered into a
purchase agreement for the Sale of real estate to purchase the
Property for a purchase price of $440,000to the Buyer. The
Purchase Agreement is annexed to the certification of the Debtor's
principal, Danijel Varga. The Purchase Agreement and the Sale to
the Purchaser is contingent upon and subject to the Court's
approval. The parties were unknown to each other prior to the
introduction by the realtors.
The Property may be encumbered by certain liens which may include:
(i) any and all unpaid property taxes; (ii) any and all unpaid
municipal charges for water and/or sewer; (iii) mortgage lien owed
to United Bridge Capital, LLC in the amount of $244,756; (iv) Tax
Lien Certificate held by AGPS Investments, LLC, in the amount of
$34,654; (v) UCC-1 lien held by Taylex, LLC; and (vi) UCC-1 lien
held by Island View Private Loan Fund, L.P.
The pertinent terms of the Purchase Agreement are:
a. The Purchase Agreement provides for a $440,000 purchase
price with an initial deposit of $5,000 to be held by the Buyer's
attorney.
b. Property to be sold AS-IS. Buyer responsible for
certificate of occupancy sots, repairs, and inspections.
c. Seller to contribute $10,000 towards Buyers closing costs.
d. The purchase of the Property is contingent on the Buyer
obtaining a conventional mortgage in the amount of $418,000. The
balance of the purchase price ($17,000) will be paid by the Buyer
at closing.
e. The closing is anticipated to occur 30 days from conclusion
of receipt of the Court's approval of the Sale, whichever date is
later.
f. Seller represents that the Property will be transferred to
the Buyer free from any tenancies.
g. The Purchase Agreement will be construed, interpreted and
enforced pursuant to the laws of the State of New Jersey.
The net sales proceeds are being realized only because of the
Debtor's efforts to bring about the sale and with the assistance of
Rafael Flores. Significant time was invested in bringing the sale
to realization and the Realtor has incurred actual costs in
marketing the Property. But for the efforts of the Realtor, the
senior secured creditors would not have realized any sale proceeds
until an eventual foreclosure sale, and subordinate secured
creditors may have not realized any recovery. In any event all
parties have benefited from the marketing campaign performed by the
Realtor. Thus, the Court should allow the Realtor's fees to be paid
from the sale proceeds at closing and in accordance with D.N.J. LBR
2016-1.
A sound business reason exists because the Debtor cannot afford the
mortgage payments and the Sale of the Property will yield
sufficient net proceeds to pay all secured claims in full, while
also relieving the estate of the ongoing liability and expenses of
maintaining the Property.
Finally, the Debtor asserts that given the goal by the parties in
this case to sell the Property and bring the case to conclusion in
the short term, there is cause to waive the stay and the Debtor
requests that upon approval of the Sale, the 14-day period pursuant
to Rule 6004(h) be waived by the Court.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/1309_Bergenline_90_Sales.pdf
A hearing on the Motion is set for Nov. 12, 2019 at 11:00 a.m
About 1309 Bergenline
On May 9, 2018, 1309 Bergenline, LLC, filed a voluntary petition
for relief pursuant to Chapter 7 of Title 11 of the United States
Code. On Nov. 2, 2018, the case (Bankr. D.N.J. Case No. 18-19526)
was successfully converted to a chapter 11 bankruptcy proceeding.
Since the conversion, the Debtor has remained in possession of its
assets and continues the management of its bankruptcy estate as a
debtor-in-possession pursuant to Sec. 1107 and 1108 of the
Bankruptcy Code. The Debtor's case was commenced on the eve of a
foreclosure sale concerning real property located at 1309
Bergenline Avenue, Union City, State of New Jersey. The property
is a 2,462 square foot two-family residential property.
Counsel for the Debtor:
SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP
David L. Stevens
1599 Hamburg Turnpike
Wayne, New Jersey 07470
Tel.: 973-696-8391
E-mail: dstevens@scura.com
24 HOUR FITNESS: S&P Lowers ICR to 'B-' on Diminished Liquidity
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on 24 Hour
Fitness to 'B-' from 'B'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facility to 'B' from 'B+'. The
recovery rating is '2'. The rating agency also lowered its
issue-level rating on the company's senior unsecured notes to 'CCC'
from 'CCC+'. The recovery rating is '6'.
The downgrade reflects increased business risks related to a
material ongoing transformation in the company's sales and
operating model, a material decline in financial performance
through the first three quarters of 2019, and S&P's belief the
company may not begin to improve operating performance until the
second half of 2020. For 2019 through September, 24 Hour Fitness
attrition rates increased, comparable-club revenue declines
worsened, discretionary cash flow (DCF) was negative, and cash
balances and liquidity deteriorated compared to 2018. As a result,
24 Hour Fitness will likely draw on its $120 million revolving
credit facility with limited cash balances through 2020.
The negative outlook reflects S&P's view that continued
comparable-club revenue declines, reduced membership count, and
high attrition rates may result in heavier cash usage and
additional reliance on the revolver, impairing liquidity. In the
event 24 Hour's sales and operating model transition stop improving
guest conversions to members, then comparable-club revenue,
adjusted EBITDA, DCF, and liquidity would stall and result in
leverage sustained above S&P's 7x downgrade threshold. In addition,
risks related to increased competition, a potential economic
downturn, and operational missteps could leave financial results
below S&P's expectations.
"We could lower the rating if we lose confidence that comparable
club revenue, membership count, and high attrition rates will
improve, leading to a continued cash burn, deteriorating liquidity,
and lease-adjusted debt to EBITDA above 7x," S&P said.
"We could revise the rating outlook to stable if we gain confidence
24 Hour will continue to improve the recent trend in guest
conversions to members, comparable-club revenue, adjusted EBITDA,
DCF, and liquidity resulting in leverage sustained below our 7x
downgrade threshold," S&P said, adding that higher ratings are
unlikely over the next two years given its expectation for
significant negative DCF in 2019, minimal DCF in 2020, and
operating lease-adjusted debt to EBITDA in the 7x area through
2020.
3600 ASHE: Stephen Hall to Contribute for Plan Payments
-------------------------------------------------------
Debtor 3600 Ashe, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, a final
version of the disclosure statement describing Debtor's first
amended plan of liquidation dated Aug. 19, 2019.
Provided that distributable cash is available, each Holder of a
Class 4-2 General Unsecured Claim shall receive, in full
satisfaction, discharge, exchange, and release thereof, Cash in the
amount equal to the Holder's Pro Rata Share of the Distributable
Cash, and any Distribution on account of the Class 4-2 Claim will
be made after the Effective Date in the Plan Administrator's
discretion.
Provided that Distributable Cash is available after all Allowed
Class 4-2 Claims have been paid in full, each Holder of a Class 4-3
Insider Claim will receive, in full satisfaction, discharge,
exchange, and release thereof, Cash in the amount equal to the
Holder's Pro Rata Share of the Distributable Cash, and any
Distribution on account of the Class 4-3 Claim will be made after
the Effective Date in the Plan Administrator's discretion.
Upon the occurrence of the Effective Date, all Class 5-1 Interests
will be deemed canceled, annulled, and extinguished, and each
Holder of a Class 5-1 Interest shall receive no Distributions on
account of its Class 5-1 Interest.
On the Effective Date, Stephen Hall will deliver the Contribution
to the Plan Administrator, and upon receipt, the Contribution will
constitute Cash available for making Distributions under the Plan
or paying Post confirmation Administrative Expenses, as determined
in the Plan Administrator's discretion.
The source of all Distributions under the Plan will be the
remaining Property or the net proceeds thereof, including any
available Cash on hand (including the Contribution), any proceeds
of the Causes of Action and Avoidance Actions, and any other
property of the Debtor or Estate liquidated or administered by the
Plan Administrator.
A full-text copy of the first amended disclosure statement dated
Oct. 24, 2019, is available at https://tinyurl.com/yyjgjb7c from
PacerMonitor.com at no charge.
The Debtor is represented by:
Dean G. Rallis Jr.
Matthew D. Pham
ANGLIN, FLEWELLING, RASMUSSEN, CAMPBELL & TRYTTEN LLP
301 N. Lake Ave., Suite 1100
Pasadena, CA 91101-4158
Tel: (626) 535-1900
Fax: (626) 577-7764
E-mail: drallis@afrct.com
mpham@afrct.com
About 3600 Ashe LLC
3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the
petition signed by Stephen Hall, managing member, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Deborah J. Saltzman oversees the case. Dean
G. Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell &
Trytten LLP, serves as bankruptcy counsel to the Debtor; and DTLA
Real Estate, Inc., as its real estate broker.
ABC DEMOLITION: Seeks to Hire Ewald Auctions as Appraiser
---------------------------------------------------------
ABC Demolition, Inc. seeks authority from the US Bankruptcy Court
for the Middle District of Florida to employ Robert H. Ewald and
Ewald Auctions, Inc. as an appraiser.
ABC owns personal property including pieces of equipment (for
example, loaders, bobcats and roll off containers), motor vehicles
and office equipment. Most of the personal property is subject to
liens asserted by various creditors.
Ewald will provide a complete inventory and appraisals of the
personal property are needed to assist the Debtor in completing its
schedules and in evaluating the need to file any motions to value
secured claims.
The Debtor has agreed to pay Ewald $150.00 per hour for his
services, reimburse for reasonable costs incurred, and pay an
initial retainer of $1,000.00, which Ewald will bill against for
his fees and costs.
Ewald does not hold any interest adverse to the Debtor's estate;
and is a "disinterested person" as defined within Sec. 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Robert H. Ewald
Ewald Auctions, Inc.
12472 Lake Underhill Rd #312
Orlando, FL 32828
Phone: +1 407-275-6853
About ABC Demolition, Inc.
Based in Deland, Florida, ABC Demolition, Inc. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 19-06838) on October 18, 2019, listing under $1 million in
both assets and liabilities. Kenneth D Herron, Jr. at Herron Hill
Law Group, PLLC represents the Debtor as counsel.
ABC DEMOLITION: Seeks to Hire Herron Hill as Attorney
-----------------------------------------------------
ABC Demolition, Inc. seeks authority from the US Bankruptcy Court
for the Middle District of Florida to employ Kenneth D. Herron, Jr.
and Herron Hill Law Group, PLLC, as attorneys nunc pro tunc to
October 18, 2019.
The professional services that Herron Hill will render are:
a. advise and counsel the debtor-in possession concerning the
operation of its business in compliance with Chapter 11 and orders
of this Court;
b. defend any causes of action on behalf of the
debtor-in-possession;
c. prepare, on behalf of the debtor-in-possession, all
necessary applications, motions, reports, and other legal papers in
the Chapter 11 case;
d. assist in the formulation of a plan of reorganization and
preparation of a disclosure statement; and
e. provide all services of a legal nature in the field of
bankruptcy law.
Herron Hill received a retainer from the Debtor of $25,000.00.
Kenneth D. Herron, Jr., member of Herron Hill Law Group, PLLC,
attests that the firm does not hold or represent any interest
adverse to the estate; and is a disinterested person withing the
meaning of 11 U.S.C. Sec 101(14).
The firm can be reached at:
Kenneth D. (Chip) Herron, Jr.
Herron Hill Law Group, PLLC
135 W. Central Blvd., Suite 480
Orlando, FL 32801
Telephone: (407) 648-0058
E-mail: chip@herronhilllaw.com
lauren@herronhilllaw.com
About ABC Demolition, Inc.
Based in Deland, Florida, ABC Demolition, Inc. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 19-06838) on October 18, 2019, listing under $1 million in
both assets and liabilities. Kenneth D Herron, Jr. at Herron Hill
Law Group, PLLC represents the Debtor as counsel.
ABSOLUT FACILITIES: Committee Hires Amini LLC as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Absolut Facilities
Management, LLC, seeks authority from the United States Bankruptcy
Court for the Eastern District of New York (Brooklyn) to retain
Amini LLC as its counsel, nunc pro tunc to October 3, 2019.
The Committee requires Amini to:
(a) administer the Debtors' chapter 11 cases and the exercise
of oversight with respect to the Debtors' affairs;
(b) prepare on behalf of the Committee of necessary motions,
responses, memoranda, and other legal papers;
(c) appear in Court to represent the interests of the
Committee;
(d) lead in the negotiation, formulation, drafting, and
confirmation of a chapter 11 plan or plans and matters related
thereto;
(e) investigate, if any, as the Committee may desire
concerning, inter alia, the assets, liabilities, financial
condition and operating issues concerning the Debtors;
(f) communicate with the Committee's constituents and others
as the Committee may consider desirable in furtherance of its
responsibilities; and
(g) perform all of the Committee's duties and powers under the
Bankruptcy Code and Rules, and the performance of such other
services as are in the interests of those represented by the
Committee.
Amini's billing practices are:
Avery Samet, partner $550/hour
Jeffrey Chubak, partner $500/hour
Partners $550-$800/hour
Associates $300-$500/hour
Paralegals $110-$135/hour
Avery Samet assures the court that Amini LLC is a "disinterested
person" within the meaning of Bankruptcy Code section 101(14).
The firm can be reached at:
Avery Samet, Esq.
Jeffrey Chubak, Esq.
AMINI LLC
140 East 45th Street, 25th Floor
New York, NY 10017
Phone: (212) 490-4100
Email: asamet@aminillc.com
jchubak@aminillc.com
About Absolut Facilities
Absolut Facilities Management, LLC, through its subsidiaries, owns
six skilled nursing facilities and one assisted living facility in
the state of New York, have sought Chapter 11 protection.
On Sept. 10, 2019, Absolut Facilities Management, LLC and seven
related entities each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 19-76260).
Loeb & Loeb LLP is the Debtors' counsel. Prime Clerk LLC is the
claims and noticing agent.
The Office of the U.S. Trustee on Oct. 3, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.
ADAMS RESTAURANT: Case Summary & 13 Unsecured Creditors
-------------------------------------------------------
Debtor: Adams Restaurant Group, Inc.
d/b/a Claudia's Steakhouse
1501 K Street, NW
Washington, DC 20005
Business Description: Adams Restaurant Group, Inc. --
https://www.claudiassteakhouse.com -- owns
and operates Claudia's Steakhouse, an
upscale Latin-infused steakhouse and seafood
restaurant. Claudia's Steakhouses feature
upscale private and corporate dining rooms,
large elegant indoor and outdoor lounges,
and large bars.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
District of Columbia (Washington, D.C.)
Case No.: 19-00743
Judge: Hon. 19-00743
Debtor's Counsel: David W. Gaffey, Esq.
WHITEFORD, TAYLOR & PRESTON, LLP
3190 Fairview Drive, Suite 800
Falls Church, VA 22042
Tel: (703) 280-3374
E-mail: dgaffey@wtplaw.com
- and -
Stephen B. Gerald, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801-3700
Tel: (302) 353-4144
Fax: (302) 661-7950
E-mail: sgerald@wtplaw.com
Total Assets as of August 31, 2019: $2.10 million
Total Liabilities as of August 31, 2019: $6.66 million
The petition was signed by Marlon E. Alfaro, general manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:
http://bankrupt.com/misc/dcb19-00743.pdf
AES CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
-----------------------------------------------------------
S&P Global Ratings affirmed its ratings on U.S.-based power project
developer The AES Corp. (AES), including the 'BB+' issuer credit
rating and 'BBB-' and 'BB+' issue-level ratings on the company's
senior secured debt and senior unsecured debt, respectively.
The positive outlook (revised from stable) reflects the likelihood
that S&P could raise its ratings within the next 12 months if
credit metrics remain steady with funds from operations
(FFO)-to-adjusted recourse debt above the 20% range and adjusted
recourse debt-to-EBITDA below 4x.
The outlook revision reflects the progress AES has made over the
past few quarters on improving credit metrics and accelerating
leverage reduction through the recent $443 million debt pay down.
Since 2016, AES has pivoted toward achieving investment-grade
status by 2020. As a project developer, S&P believes AES' capital
allocation decisions are key in its future financial strength. The
company has exhibited a balanced approach between debt repayment
and share buybacks, but has prioritized debt retirement over the
past two to three years. If the company maintains its performance
and establishes a longer track record of credit metrics with
FFO-to-adjusted recourse debt above the 20% range and adjusted
recourse debt-to-EBITDA below 4x, a higher rating to the investment
grade category is likely in 2020.
"The positive outlook reflects the likelihood that we could raise
our ratings within the next 12 months if credit metrics remain
steady with FFO-to-adjusted recourse debt above the 20% range and
adjusted recourse debt-to-EBITDA below 4x," S&P said.
"We believe AES' business risk profile will likely remain the same
over the next few years. If the company continues to maintain its
credit metrics and deliver on its performance through executing its
growth strategy in its key geographical regions while maintaining
leverage below 4x, we would consider an investment-grade rating in
2020," the rating agency said.
S&P said it does not expect any changes to AES' business profile,
adding that the primary driver of a downgrade would be
deterioration in financial performance such that FFO-to-recourse
debt falls to less than 14% or recourse debt-to-EBITDA exceeds
4.5x.
"If construction costs for Alto Maipo escalate further, or if the
Alicura, Gener, and Andes businesses significantly underperform,
financial performance of AES could decline. We could also lower the
ratings if the significant growth contemplated through sPower, an
AES renewable energy platform, fails to deliver expected returns,"
S&P said.
AKORN INC: S&P Affirms B- ICR Despite Less Than Adequate Liquidity
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Akorn
Inc. The outlook is stable.
At the same time, S&P revised its liquidity assessment to less than
adequate from adequate to reflect the shorter window in which Akorn
can secure a longer-term credit facility amendment.
A standstill deadline looms but S&P expects Akorn to refinance or
amend its credit agreement such that debt is not accelerated in
December.
Akorn has faced operational issues since Fresenius pulled out of
its $4.3 billion buyout in 2018 for data integrity concerns. These
issues came to a head when the U.S. Food and Drug Administration
(FDA) issued warning letters to Akorn's Decatur and Somerset
manufacturing facilities in January and June, respectively. In May,
Akorn's lenders agreed not to declare an event of default until
Dec. 13, 2019. Given improving operating performance over the past
couple of quarters and a stable credit environment, S&P believes
Akorn can reach an agreement with lenders to extend the deadline
and/or refinance its debt. For this reason, S&P sees low risk that
an event of default will be called in December.
The stable outlook reflects S&P's expectation that Akorn will
remediate the problems at its Decatur and Somerset facilities by
early 2020. It also reflects S&P's expectation of continuing
stabilization of operations and a decline in legal, data integrity,
and remediation costs, significantly expanding EBITDA in 2020. And
it reflects the rating agency's expectation that stabilizing
operating performance will allow Akorn to reach an agreement with
lenders to extend the standstill agreement deadline and allow it to
refinance debt. If Akorn refinances at higher rates, S&P expects
continued positive, although potentially minimal, free cash flow.
"We could consider a downgrade if improving operating performance
reverses, calling into question Akorn's ability to refinance or
extend its standstill deadline. This underperformance could occur
if remediation efforts at its Decatur and Somerset facilities are
extended, which could constrain EBITDA expansion," S&P said.
"Although highly unlikely given our expectation of minimal cash
flow generation, we could consider a higher rating if Akorn
refinances debt and sustains strong operating performance,
resulting in leverage closer to 5x and free operating cash flow
(FOCF) to debt greater than 3%," S&P said.
ALBERTSONS COMPANIES: Moody's Rates New $500MM Unsec. Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Albertsons
Companies, Inc.'s proposed new $500 million senior unsecured notes.
All other ratings including the company's B1 Corporate Family
Rating and B1-PD Probability of Default rating are unchanged. The
outlook remains stable.
Proceeds of the new notes will be used to partially repay the term
loan due 2025.
Assignments:
Issuer: Albertsons Companies, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
RATINGS RATIONALE
The B1 Corporate Family Rating of Albertsons Companies, Inc.
reflects the company's very good liquidity, its sizable scale, good
store base, its well established regional brands and its
significant store ownership. The ratings are constrained by
Albertsons' participation in a highly competitive retail segment
and high debt burden associated with its ownership by a financial
sponsor. At the end of the quarter ending September 7, 2019, debt
to EBITDA (including its adjustment for leases and pension
liabilities) was 5.5 times. Moody's expects leverage to improve
further in the next 12 months as the company improves EBITDA. The
ratings are supported by the company's track record of operational
improvements especially with regard to underperforming assets and
synergy realization. Competitive risks, coupled with a high debt
burden and risk associated with ownership by a financial sponsor,
remain major risks for the company and may impact the company's
ability to improve credit metrics in the near-term.
The company's stable outlook reflects its expectation that the
company will continue to lower its debt burden and improve
profitability.
Ratings could be upgraded if debt/EBITDA approaches 5.0 times,
EBITA/interest is sustained above 1.75 times, financial policies
remain benign and liquidity remains very good.
Ratings could be downgraded if recent operating trends are not
reversed in the near term, debt/EBITDA is sustained above 6.25
times or EBITA/interest is sustained below 1.5 times. Ratings could
also be downgraded if financial policies become aggressive or if
liquidity deteriorates.
With about $60 billion in annual sales Albertsons Companies, Inc.
is one of the largest food and drug retailers in the United States.
As of February 23, 2019, the Company operated 2,269 retail stores
with 1,739 pharmacies, 397 associated fuel centers, 23 dedicated
distribution centers and 20 manufacturing facilities. The Company's
stores predominantly operate under the banners Albertsons, Safeway,
Vons, Pavilions, Randalls, Tom Thumb, Carrs, Sav-On, Jewel-Osco,
Acme, Shaw's, Star Market, United Supermarkets, Market Street,
Amigos, Haggen and United Express. The company is owned by a
consortium led by Cerberus Capital Management.
The principal methodology used in this rating was Retail Industry
published in May 2018.
ALTERRA MOUNTAIN: S&P Rates Upsized Secured Term Loan Facility 'B'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Alterra Mountain Co.'s proposed upsized $1.736
billion senior secured term loan facility due 2024. The company
will use the majority of the proceeds from this loan to refinance
its existing term loan facility and employ $50 million to fund an
undisclosed asset acquisition under its letter of intent (LOI). The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; rounded estimate: 60%) of principal in the event
of a payment default.
"We have modestly raised our valuation of Alterra in a simulated
default scenario to reflect the tuck-in acquisition under its LOI,
which partially offsets the $50 million increase in its term loan
debt. Therefore, we assigned the same ratings to the new term loan
facility as our ratings on its existing term loan facility," S&P
said.
While Alterra Mountain Co. plans to use the incremental $50 million
of proceeds from this term loan issuance to fund an acquisition
under its LOI, the proposed transaction is mostly a debt-for-debt
refinancing. Therefore, the incremental debt does not materially
affect S&P's forecasted credit measures for the company. Alterra
experienced an above-average snow year in fiscal year 2019 (ended
July 2019) and increased its revenue by about 15% on a
higher-than-average EBITDA margin relative to a typical snow year.
S&P's base-case forecast prior to the completion of the ski season
is typically for average snowfall and it assumes that this will be
the case in fiscal year 2020. S&P also expects consumer spending to
moderate in fiscal year 2020 relative to its consumer-spending
forecast in 2019. In addition, with its economists forecasting a
heightened risk of a recession over the next 12 months, S&P expects
consumer spending on discretionary leisure winter sports to
decelerate in 2020. Therefore, the rating agency expects modest
revenue growth in 2020 and forecast S&P-adjusted debt to EBITDA of
about 6x pro forma for the incremental EBITDA from the asset
acquisition under the LOI. Despite Alterra's highly acquisitive
growth strategy, this level of forecasted leverage will provide it
with a good cushion relative to S&P's mid-7x lease-adjusted debt to
EBITDA downgrade threshold to accommodate potential future
acquisitions and cyclical variability in its cash flow.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The company's first-lien debt comprises a $450 million
revolving credit facility due 2022 and an upsized $1.736 billion
term loan B due 2024.
-- S&P's simulated default scenario contemplates a payment default
occurring in 2022 due to the combination of a prolonged economic
downturn and unfavorable ski conditions at the company's resorts.
-- S&P assumes a reorganization following the default and used an
emergence EBITDA multiple of 7x to value the company.
Simulated default assumptions
-- Simulated year of default: 2022
-- EBITDA at emergence: $203 million
-- EBITDA multiple: 7x
-- Cash flow revolver: 85% drawn at default
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $1.35 billion
-- Estimated first-lien debt claims: $2.1 billion
-- Recovery expectation: 50%-70% (rounded estimate: 60%)
Note: All debt amounts include six months of prepetition interest.
AMAGAZI LLC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Amagazi LLC.
About Amagazi LLC
Amagazi LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 19-35476) on Sept. 30, 2019. At
the time of the filing, the Debtor disclosed assets of between
$100,001 and $500,000 and liabilities of the same range. The case
is assigned to Judge Jeffrey P. Norman. The Debtor tapped the Law
Office of Margaret M. McClure as its legal counsel.
AMERICAN BONDING: Thomas Fluharty Named Escrow Agent
----------------------------------------------------
Judge Patrick M. Flatley on Oct. 22, 2019, entered a supplemental
order confirming American Bonding Co. Inc.'s Chapter 11 Plan.
On Sept. 9, 2019, Judge Patrick M. Flatley of the U.S. Bankruptcy
Court for the Northern District of West Virginia conducted a
hearing on the adequacy of the Amended Disclosure Statement and
confirmation of the Plan filed by debtor American Bonding Co.,
Inc.
The Court concluded that the Plan met all the standards for
confirmation pursuant to 11 U.S.C. Sec. 1129, including, but not
limited to Sec. 1129(a)(10) after independent review. The report
of ballots filed by counsel for the Debtor-in-Possession indicated
that Gerevics and Associates, LLC, voted in favor of the Plan and
no one objected to the Plan.
As outlined in the Amended Disclosure Statement an Escrow Agent is
being designated to collect equal monthly payments, and to execute
the Deed to the purchaser as provided. Thomas Fluharty, Esq., of
Clarksburg is designated the Escrow Agent, and he shall be
compensated for services performed at the rate provided for a
Chapter 7 Trustee in 11 U.S.C. Sec. 326, and for such additional
expenses as may be approved by the Court.
The Debtor is represented by:
Martin P. Sheehan Esq.
Sheehan & Associates, PLLC
41 15th Street
Wheeling, WV 26003
Tel: (304) 232-1064
Fax: (304) 232-1066
E-mail: SheehanParalegal@wvdsl.net
About American Bonding Co.
American Bonding Co., Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 18-00784) on Aug.
16, 2018. At the time of the filing, the Debtor was estimated to
have assets of less than $50,000 and liabilities of less than
$500,000. Judge Patrick M. Flatley oversees the case. The Debtor
tapped Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, as its
legal counsel.
AMISTAD READY: Creditors to Get Payment from Operation Cash Flow
----------------------------------------------------------------
Debtor Amistad Ready Mix, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division, a
Second Amended Plan of Reorganization.
The Plan proposes to pay creditors cash flow from from operations.
Holders of general unsecured claims totaling $95,367.34 (Class 7)
will receive 50% of their stated balance in 20 equal quarterly
payments beginning October 1, 2021. Each payment shall be made the
7th day of each following quarter. The estimated quarterly payments
are $2384.19.
Equity Holder Sergio Galindo (Class 8) will retain his interests
and are impaired under the plan but not entitled to vote.
The Debtor shall continue to exist after the Effective Date as its
Texas entity, with all the powers of a corporation, partnership, or
limited liability company, as applicable, under applicable law and
without prejudice to any right to alter or terminate such existence
under applicable state law.
Provided the Debtor stays current on all payments to creditors
pursuant to the Plan, the Debtor may make advance payments on
claims in Debtor's business judgment discretion.
A full-text copy of the Second Amended Plan dated Oct. 22, 2019, is
available at https://tinyurl.com/yxhtmujx from PacerMonitor.com at
no charge.
The Debtor is represented by:
Smeberg Law Firm, PLLC
Ronald J. Smeberg
2010 W Kings Hwy
San Antonio, Texas 78201
Tel: (210) 695-6684
Fax: (210) 598-7357
About Amistad Ready Mix
Amistad Ready Mix Inc., a ready-mix concrete supplier based in Del
Rio, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
18-52645) on Nov. 5, 2018. In the petition signed by Sergio
Galindo, president, the Debtor was estimated to have assets of $1
million to $10 million and liabilities of the same range. The case
is assigned to Judge Ronald B. King. Smeberg Law Firm, PLLC, is
the Debtor's counsel.
AMNEAL PHARMACEUTICALS: Moody's Reviews B2 CFR for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Amneal
Pharmaceuticals, LLC under review for downgrade, including the B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
B2 senior secured term loan rating. The Speculative Grade Liquidity
Rating is maintained at SGL-2.
This action follows Amneal's announcement of weak third quarter
earnings, as well as a significant reduction in its 2019 earnings
guidance. This is the second very large earnings miss and guidance
reduction in the last several months. Amneal's 2019 EBITDA guidance
is now roughly half of its original expectations. The pace and
magnitude of the earnings underperformance increases Moody's
concerns about Amneal's ability to stabilize the business, in an
already challenging operating environment for generic
pharmaceutical companies.
Moody's review will focus on actions within Amneal's control to
stabilize operating performance and right-size its cost structure.
The review will also focus on Amneal's ability to replace lost
earnings with new pipeline launches, as well as other in-licensing
deals.
Ratings placed under review for downgrade:
Amneal Pharmaceuticals, LLC
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
$2.7 billion senior secured bank credit facility,
B2 (LGD4)
Outlook actions:
Outlook, changed to Rating Under Review from stable.
RATINGS RATIONALE
Amneal's B2 Corporate Family Rating (under review for downgrade)
reflects its moderate size and scale by revenue compared to generic
pharmaceutical peers, and its high financial leverage. Amneal has
significant concentration in the US where it faces earnings
volatility due to pricing pressure on its base of existing products
and dependence on its pipeline to grow. Meaningful year over year
contraction in profitability appears to be exacerbated by internal
operational issues, including cases of failures to supply and
underutilization of production facilities.
Despite the earnings contraction, Amneal's liquidity remains good.
Amneal had cash of $217 million at September 30, 2019 and Moody's
expects the company to generate positive free cash flow after all
debt service requirements, including modest ($27 million) term loan
amortization. Additionally, Amneal's term loans do not have
financial maintenance covenants and Amneal has the ability to draw
up to $450 million under its asset-based revolver before the
fixed-charge covenant would be tested.
Social risks are high for Amneal. Amneal is one of the
pharmaceutical companies involved in litigation related to its role
in the sale of generic opioid products and alleged generic drug
price fixing. There are risks that these exposures will result in
large future cash outflows.
Headquartered in Bridgewater, New Jersey, Amneal Pharmaceuticals,
LLC, is a generic pharmaceutical manufacturer with facilities in
New York, New Jersey, and India. The company generates all of its
revenue in the US. Amneal generated $1.7 billion in revenue for the
twelve months ended September 30, 2019.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
AP TELEGUAM: S&P Lowers Senior Secured Debt Rating to 'B+'
----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Guam-based AP
TeleGuam Holdings Inc.'s subsidiary, Teleguam Holdings LLC's
(Teleguam), senior secured first-lien term loan and revolving
credit facility to 'B+' from 'BB-'.
S&P also revised the recovery rating to '3' to '2', indicating its
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of payment default.
The rating action follows the company's proposed amendment to its
credit facility. The amendment will include a $25 million add-on to
its senior secured first-lien term loan B, which will increase to
about $146.5 million. Net proceeds will be used to repay its $25
million second-lien term loan. The downgrade and revised recovery
rating are due to the incremental first-lien secured debt and
repayment of the second-lien term loan, which dilutes recovery
prospects for first-lien debtholders in S&P's hypothetical default
scenario.
S&P views the amendment favorably since it improves TeleGuam's
liquidity profile by extending the maturity on the $15 million
revolver to 2024 from 2022 and term loan to 2025 from 2023 while
lowering interest expense with the repayment of the high-cost
second-lien debt.
All other ratings on the company, including the 'B+' issuer credit
rating, are unaffected by the transaction.
TeleGuam's operating and financial results were somewhat better
than S&P's base-case forecast due to growth in wireless, broadband,
and revenue contributions from capacity on an undersea cable system
that connects Guam with the U.S. mainland. Since its acquisition by
the Huntsman family in 2017, the company upgraded its network with
new fiber builds, cell sites, and the acquisition of spectrum
licenses while reducing costs and improving profitability. As a
result, S&P expects reported EBITDA to increase in the low- to
mid-single-digit percent area and leverage to be below 4x in 2019.
"That said, a potential upgrade is constrained by TeleGuam's modest
free operating cash flow generation, which we expect will be less
than 10% of adjusted debt; its small scale; and market
concentration. In particular, a withdrawal of U.S. military troops
from the island or an economic recession, which affects tourism,
could dramatically impair operating and financial results," S&P
said, adding that an upgrade would be predicated on the company's
owners maintaining a financial policy that keeps leverage
comfortably below 4x longer term.
APC AUTOMOTIVE: S&P Lowers ICR to 'CC' on Exchange Offering
-----------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on APC
Automotive Technologies Intermediate Holdings LLC (APC) to 'CC'
from 'CCC', and the issue-level rating on the first-lien term loan
due 2024 to 'CC' from 'CCC'.
The downgrade follows the announcement that APC is seeking to
exchange its first-lien term loan for a combination A-1, A-2, A-3,
and B term loans.
S&P considers the exchange as a distressed transaction given the
proposed maturity extension, the junior ranking of the exchanged
term loan B, and the timing of the cash interest payments being
slowed.
The negative outlook reflects S&P's expectation that it will lower
the issuer credit rating to 'SD' (selective default) and the rating
on the first-lien debt due 2024 to 'D' following the close of the
transaction.
"We will reevaluate the issuer credit rating and issue-level
ratings, including our recovery ratings, following the close of the
offer. In our review, we will focus on the company's ability to
sustain its capital structure over the longer term, emphasizing our
expectations for liquidity and leverage for APC," S&P said.
ARSENAL RESOURCES: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Arsenal Resources Development LLC
6031 Wallace Road Ext., Suite 300
Wexford, PA 15090
Business Description: Arsenal Resources Development and its debtor
affiliates are independent exploration and
production companies engaged in the
acquisition and development of
unconventional natural gas resources in the
Appalachian Basin. The Debtors conduct
operations through certain operating
subsidiaries owned, directly and indirectly,
by Arsenal Resources Development. The
Company was formed and began its operation
in 2011.
Chapter 11 Petition Date: November 8, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Seventeen affiliates that filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Arsenal Resources Development LLC (Lead Case) 19-12347
Arsenal Energy Holdings LLC 19-12348
Arsenal Resources Intermediate Holdings LLC 19-12349
Arsenal Resources Energy LLC 19-12350
Arsenal Resources Development Holdings 2 LLC 19-12351
Arsenal Resources Development Holdings 1 LLC 19-12352
Arsenal Gas Marketing LLC 19-12353
Arsenal Midstream LLC 19-12354
Arsenal Water LLC 19-12355
Ulysses Gathering LLC 19-12356
Mar Key LLC 19-12357
Arsenal Resources LLC 19-12358
River Ridge Energy Holdings, LLC 19-12359
River Ridge Energy, LLC 19-12360
River Ridge Pennsylvania, LLC 19-12361
River Ridge Operating, LLC 19-12362
Seneca-Upshur Petroleum, LLC 19-12363
Judge: Hon. Karen B. Owens
Debtors'
Delaware
Bankruptcy
Counsel: Pauline K. Morgan, Esq.
Kara Hammond Coyle, Esq.
Ashley E. Jacobs, Esq.
Elizabeth S. Justison, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: pmorgan@ycst.com
kcoyle@ycst.com
ajacobs@ycst.com
ejustison@ycst.com
Debtors'
General
Bankruptcy
Counsel: Michael H. Torkin, Esq.
Kathrine A. McLendon, Esq.
Nicholas E. Baker, Esq.
Edward R. Linden, Esq.
Jamie J. Fell, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000
Fax: (212) 455-2502
Email: michael.torkin@stblaw.com
kmclendon@stblaw.com
nbaker@stblaw.com
edward.linden@stblaw.com
jamie.fell@stblaw.com
Debtors'
Investment
Banker: PJT PARTNERS LP
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Claims,
Noticing
Agent and
Administrative
Advisor: PRIME CLERK LLC
http://cases.primeclerk.com/Arsenal/Home-Index
Estimated Assets
(on a consolidated basis): $500 million to $1 billion
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by Jonathan D. Farmer, president and
chief executive officer.
A full-text copy of Arsenal Resources' petition is available for
free at:
http://bankrupt.com/misc/deb19-12347.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Chambers Energy Capital II, LP Term Loan Credit Undetermined
600 Travis Street, Suite 4700 Agreement dated
Houston, TX 77002 12/1/2018
Attn: Guy Hoffman
Title: Partner
Email: ghoffman@chambersenergy.com
-- and --
Chambers Energy Capital II TE, LP
600 Travis Street, Suite 4700
Houston, TX 77002
Attn: Brian Falik
Title: Chief Investment Officer
Email: brianfalik@mercuria.com
-- and --
Mercuria Energy Company, LLC
20 East Greenway Plaza
Houston, TX 77046
2. LR-Mountaineer Holdings, L.P. Seller Undetermined
Heritage Plaza Noteholders
1111 Bagby Street, Suite 4600
Houston, TX 77002
-- and --
Chambers Energy Capital II, LP
600 Travis Street, Suite 4700
Houston, TX 77002
-- and --
Chambers Energy Capital II TE, LP
600 Travis Street, Suite 4700
Houston, TX 77002
-- and --
Chambers Energy Capital III, LP
600 Travis Street, Suite 4700
Houston, TX 77002
Attn: William Franklin
Title: Managing Director
Email: wf@lrpartners.com
Attn: Guy Hoffman
Title: Partner
Email: ghoffman@chambersenergy.com
3. Columbia Gas Transmission, LLC Trade Payable $12,994,524
5151 San Felipe Street, Suite 2500
Houston, TX 77056
Attn: James Eckert
Title: Vice President
Tel: (832) 835-7191
Email: james_eckert@transcanada.com
4. BJ Services, LLC Trade Payable $9,583,048
11211 FM 2920 Road
Tomball, TX 77375
Attn: Warren Zemlak
Title: President and
Chief Executive Officer
Tel: (281) 408-2361
Email: warren.zemlak@bjservices.com
5. Stonewall Gas Gathering LLC Trade Payable $7,392,510
600 Travis Street, Suite 4910
Houston, TX 77002
Attn: Joseph Wyzik
Title: Director, Business Development
Tel: (713) 783-3000
Fax: (713) 783-3035
Email: joseph.wyzik@dteenergy.com
6. K & R Services, Inc. Trade Payable $3,863,296
1384 Kirby Road
Waynesburg, PA 15370
Attn: Justin Kerr
Title: Manager
Tel: (724) 852-2222
Fax: (724) 627-3322
Email: jkerr@krpipelineservices.com
7. Goff Connector LLC Trade Payable $2,584,075
4630 N. Loop 1604 W., Suite 206
San Antonio, TX 78249-1374
Attn: Clint Soderstrom
Title: Chief Commercial Officer
Tel: (210) 819-7456
Email: csoderstrom@eqt.com
8. B&L Pipeco Services, Inc. Trade Payable $2,310,930
20465 SH 249, Suite 200
Houston, TX 77070
Attn: Steve Tait
Title: President and
Chief Executive Officer
Tel: (281) 955-3500
Email: stait@blpipeco.com
9. Anchor Drilling Fluids USA, Inc. Trade Payable $2,082,229
11700 Katy Freeway, Suite 200
Houston, TX 77079
Attn: Ron Westenburg
Title: Vice President -
North America Operations
Tel: (918) 583-7701
Email: rwestenburg@anchorusa.com
10. Schlumberger Technology Corp. Trade Payable $1,820,808
300 Schlumberger Drive
Sugar Land, TX 77478
Attn: Olivier Le Peuch
Title: Chief Executive Officer
Tel: (713) 513-2000
Email: lepeuch1@slb.com
11. Reach Wireline, LLC Trade Payable $1,765,840
1321 Ranchers Legacy Trail
Fort Worth, TX 76126
Attn: Chris Payson
Title: Founder and
Chief Executive Officer
Tel: (682) 312-3487
Email: cpayson@reachwireline.com
12. Helmerich & Payne International Trade Payable $1,543,707
1437 South Boulder Avenue
Tulsa, OK 74119
Attn: John W. Lindsay
Title: Chief Executive Officer
Tel: (918) 742-5531
Email: john.lindsay@hpinc.com
13. Cofano Energy Services LLC Trade Payable $1,371,569
335 Morganza Rd., Suite 201
Canonsburg, PA 15317-5720
Attn: Kurt J. Cofano
Title: Chief Executive Officer
Tel: (412) 721-2440
Email: kurt@cofanoenergy.com
Attn: Neal Shipley
Title: Chief Executive Officer
(Capital Foundry)
Tel: (412) 295-5421
Email: nshipley@capfoundry.com
14. Civil & Environmental Consultants Trade Payable $903,003
333 Baldwin Road
Pittsburgh, PA 15205
Attn: Ken Miller
Title: Chief Executive Officer
Tel: (412) 249-2302
Email: kmiller@cecinc.com
15. DTE Appalachia Gathering LLC Trade Payable $700,398
One Energy Plaza
Room 2130 WCB
Detroit, MI 48226
Attn: David Slater
Title: President and
Chief Operating Officer
Tel: (313) 235-1001
Email: slaterd@dteenergy.com
16. Nine Downhole Trade Payable $683,085
Technologies LLC
16945 Northchase Drive
Houston, TX 77060
Attn: Julie Ramos
Title: A.R. Manager
Tel: (361) 299-6333
Email: julie.ramos@nineenergyservice.com
17. Jennings Excavating, Inc. Trade Payable $625,581
2255 N. Mountaineer Hwy.
Newburg, WV 26410
Attn: Cory Jennings
Title: Owner and
Chief Executive Officer
Tel: (304) 892-4425
Email: cjennings@jenningsexcavating.com
18. Equitrans, LP Trade Payable $576,481
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attn: Thomas F. Karam
Title: Chief Executive Officer
Tel: (412) 395-2688
Email: tkaram@equitransmidstream.com
19. J.F. Allen Company Trade Payable $539,110
2133 Old Weston Road
Buckhannon, WV 26201
Attn: Greg Hadji
Title: President
Tel: (302) 472-8890
Email: ghadjis@jfallenco.com
20. River Bend Industries, LLC Trade Payable $515,250
14220 S. Meridian Avenue, Suite B
Oklahoma City, OK 73173
Attn: Adam Wallace
Title: Owner and
Chief Executive Officer
Tel: (405) 703-2713
Fax: (405) 703-2794
Email: adam@rbiokc.com
21. EnerStar Rentals & Services LTD Trade Payable $510,498
1050 Broad Street Rear
Montoursville, PA 17754
Attn: Jim van der Sloot
Title: President
Tel: (570) 505-3042
Email: jvandersloot@enerstarrentals.com
22. Albatross Ventures LLC Trade Payable $486,611
416 A Ceylon Road
Carmichaels, PA 15320
Attn: Linda Yuhaniak
Title: Finance Manager
Tel: (724) 319-2112
Fax: (724) 319-2392
Email: lyuhaniak@albatrossventures.com
23. Express Energy Services Trade Payable $485,351
9800 Richmond Avenue, Suite 500
Houston, TX 77042
Attn: Stuart Bodden
Title: President and
Chief Executive Officer
Tel: (713) 625-7400
Fax: (713) 625-7403
Email: stuart.bodden@eeslp.com
24. The Thrasher Group, Inc. Trade Payable $474,422
600 White Oaks Blvd.
Bridgeport, WV 26330
Attn: Chad Riley
Title: Chief Executive Officer
Tel: (304) 624-4108
Email: criley@thethrashergroup.com
25. Huey Brothers Inc. Trade Payable $435,237
61 Smithport Road
Glen Campbell, PA 15742-8507
Attn: Jenny Smith
Title: Office Manager
Tel: (814) 845-7886
Email: hueybrothersinc@gmail.com
26. Fluid Delivery Solutions, LLC Trade Payable $425,338
6795 Corporation Parkway, Suite 200
Fort Worth, TX 76126
Attn: Philip E. Kuntz
Title: President and
Chief Financial Officer
Tel: (817) 730-9761
Email: pkuntz@FDSLLC.com
27. Deep Well Services Trade Payable $416,163
719 West New Castle Street
Zelienople, PA 16063
Attn: Mark Marmo
Title: Chief Executive Officer
Tel: (724) 473-0687
Fax: (724) 473-0689
Email: mmarmo@deepwellservices.com
28. Mid Atlantic Energy Services LLC Trade Payable $382,893
1910 Dents Run Road
Morgantown, WV 26501
Attn: George McLaughlin
Title: President
Tel: (304) 598-0100
Email: george.mclaughlin@sensus.com
29. Gemondo & Mcquiggan, LLP Trade Payable $359,739
1144 Market Street, Suite 101
Wheeling, WV 26003-2966
Attn: Christopher Gemondo
Title: Partner
Tel: (412) 343-1150
Email: cgemondo@shalegaslawyers.com
30. Tier 1 Rental And Distribution Trade Payable $352,940
2 Penn Center Blvd., Suite 328
Pittsburgh, PA 15276
Attn: Zach Easton
Title: Partner and Chief Operating Officer
Tel: (844) 817-3682
Email: zach.easton@t-1solutions.com
Note: Unsecured amounts contain projected estimates of pre-petition
liability as of the Petition Date and are subject to change as
accrued liabilities become invoiced.
AUTORAMA ENTERPRISES: Dec. 5 Plan Confirmation Hearing Set
----------------------------------------------------------
On Oct. 18, 2019, Debtor Autorama Enterprises Inc., f/k/a Autorama
Enterprises of Bronx, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York a disclosure statement for
plan of reorganization.
On Oct. 22, 2019, Judge Stuart M. Bernstein approved the disclosure
statement, authorized the Debtor to disseminate the solicitation
package, and established the following dates and deadlines:
* Nov. 29, 2019, is fixed as the last date by which written
objections to the confirmation of the Plan must be filed with the
Court and received by Robinson Brog Leinwand Greene Genovese &
Gluck P.C., attorneys for the Debtor, at 875 Third Avenue, New
York, New York 10022.
* The hearing on confirmation of the Debtor's Plan will commence
on Dec. 5, 2019, at 10:00 a.m., at the United States Bankruptcy
Court, One Bowling Green, New York, New York 10004.
About Autorama Enterprises
Autorama Enterprises Inc. is a dealer of used car automobiles
headquartered in Bronx, New York. The Company also provides towing
and auto repair services. Autorama previously sought bankruptcy
protection on Jan. 11, 2017 (Bankr. S.D.N.Y. Case No. 17-40009).
The prior case was dismissed on March 8, 2017.
Autorama Enterprises sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 18-13837) on Nov. 28, 2018. In the petition signed by
Daniel Powers, president, the Debtor was estimated to have $1
million to $10 million in assets and $500,000 to $1 million in
liabilities. The case has been assigned to Judge Stuart M.
Bernstein. The Debtor is represented by Robinson Brog Leinwand
Greene Genovese & Gluck, P.C.
BARD COLLEGE: Moody's Alters Outlook B1 $125MM Bonds to Stable
--------------------------------------------------------------
Moody's Investors Service revised the outlook on Bard College, NY
to stable from negative. At the same time the B1 rating on the
approximately $125 million of rated revenue bonds has been
affirmed. The outstanding bonds were issued through the Dutchess
County Industrial Development Agency, NY and Massachusetts
Development Finance Agency.
RATINGS RATIONALE
The revision of the outlook to stable acknowledges ongoing evidence
of Bard College's donor support and reduction in bank debt exposure
during fiscal 2019. Efforts to gradually move to financial
sustainability also support the outlook revision. Additionally,
fall 2019 brought measured enrollment gains for the college.
The B1 rating reflects extremely thin unrestricted liquidity, weak
operating performance, and substantial financial leverage. The
college's Simon's Rock campus has violated financial covenants
contained in its line of credit agreement, a state that continues
to prompt the need for a forbearance agreement from the banking
counterparty. The university's governance and management practices
have supported a financial and business model that carries
substantial risks as it is highly reliant on philanthropic support
from a small, core group of donors for increasingly expansive
activities. Favorably, Bard continues to garner donor support for
its multiple missions, and benefits from the support of the
externally held Bard Endowment Trust that supports the Bard
Graduate Center. The Trust held $107 million at fiscal year 2019
(June 30).
The college's total cash and investments were only $28 million as
of fiscal 2018 because the college has borrowed significantly from
its permanent endowment over time. This has created an
institutional liability that the university has limited ability to
repay from its core operations. As of June 30, 2018 that borrowing
totaled $96 million and was compounded by $33 million of underwater
endowment funds. While management indicates that donor
recharacterization of roughly $40 million of formerly permanently
restricted endowment funds occurred in 2019, reducing the liability
owed to the endowment, this does not directly provide relief in the
form of a larger endowment or endowment payout. Reduction of bank
debt was achieved partially through an increase in loans from
individuals closely aligned with the college.
RATING OUTLOOK
The stable outlook incorporates its expectations that Bard will
continue to receive donor support for operations and liquidity. It
is also predicated on producing measured gains in achieving
operating sustainability and reduction of debt structure risks
including reduced reliance on line of credit.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Evidence of ongoing gains in operating performance with debt
service coverage well above 1x
- Sustained growth in total cash and investments combined with
improved unrestricted liquidity
- Reduced debt structure risks including move away from
financial covenant violations in bank debt
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Weakening of donor support
- Decline in operating performance or liquidity
- Further expansion of programmatic reach into areas raising
the college's business risk profile
LEGAL SECURITY
Repayment of the revenue bonds is an unsecured general obligation
of Bard College. The legal security on the Civic Facility Revenue
Bonds, Series 2007 A-1 and 2007 A-2 and the Revenue Refunding
Bonds, Simon's Rock College of Bard Issue, Series 2007 requires a
debt service reserve fund in an amount equal to 50% of maximum
annual debt service. In addition, there is a negative lien on
tuition revenue and facilities, subject to certain limited
permitted liens. There is also an additional indebtedness test such
that additional debt does not exceed 100% of the market value of
Total Net Assets from the college's last audited financial
statements less Net Investment in Plant (depreciated property,
plant and equipment less debt issued for capital purposes). As of
fiscal 2018, the debt service reserve fund was $5 million.
USE OF PROCEEDS
Not applicable.
PROFILE
Bard College is a selective liberal arts college with over 3,000
full time equivalent students located in the Hudson River Valley,
90 miles north of New York City. In addition to traditional
undergraduate studies, Bard offers an early college experience to
high school age students at Simon's Rock in Great Barrington,
Massachusetts and in eight urban centers as well as to New York
State inmates. In 2011, its expansions included acquisition of the
Longy School of Music in Cambridge, Massachusetts and Bard College
Berlin, a liberal arts university in Berlin, Germany.
BELLANO JEWELERS: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------
Bellano Jewelers, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to use cash collateral in
the ordinary course of its business.
The Internal Revenue Service and the ad valorem taxing authorities
(Tarrant County and/or City of Fort Worth) assert valid and
perfected security interests in substantially all of Debtor's
personal property.
There are also secured parties which may have a security interest
that is not perfected or is de minimus in value based upon the
Debtor's review of certain loan documents and filings with the
Texas Secretary of State's Office, to wit: Nizari Progressive
Federal Credit Union and Fora Financial Advance, LLC. The Nizari
Security Agreement, if perfected, would give Nizari a lien on
substantially all of the Debtor's assets. The Fora Security
Agreement was limited to the Debtor's credit card receivables and
may either constitute a security agreement or an outright purchase
of the credit card receivables.
In consideration for the interim use of cash collateral, and as
adequate protection for any diminution of their interest in the
Prepetition Collateral, Debtor tenders to Secured Creditors and/or
the Disputed Secured Creditors, to the extent they may hold valid,
perfected and unavoidable security interests in the Prepetition
Collateral without any requirement to file any documents to perfect
that interest, additional and replacement security interests and
liens in and upon the Debtor's personal property and the cash
collateral, whether such property was acquired before or after the
Petition Date, which lien is equivalent to a lien granted under
sections 364(c)(2) and (3) of the Bankruptcy Code.
A copy of Motion is available for free at
https://tinyurl.com/y6rhgynr from Pacermonitor.com
Bellano Jewelers, LLC, a Texas limited liability company, owns and
operates a retail jewelry store, in Fort Worth, Texas. Bellano
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 19-44431) on Oct. 31, 2019. At the time of the
filing, the Debtor disclosed assets under $500,000 and liabilities
under $1 million. Judge Edward L Morris is assigned to the case.
The Debtor is represented by DeMarco Mitchell, PLLC.
BLUE EAGLE: Koehns Buying Blount County Property for $240K
----------------------------------------------------------
H J Farming, LLC, an affiliate of Blue Eagle Farming, LLC, asks the
U.S. Bankruptcy Court for the Northern District of Alabama to
authorize the sale of its 80 acres of real property located in
Blount County, Alabama, identified as the Brooksville property in
the Debtor's schedules, PIN 05-02-04-0-000-007.00, to Jeremy and
Karla Koehn for $240,000.
H J Farming originally purchased the Property on Dec. 7, 2012 for
$114,000. Presently, H J Farming proposes to sell the property to
the Purchasers for a total price of $240,000 pursuant to the terms
in their Purchase Agreement. The Purchase Agreement provides that
the Purchasers will pay all 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 Property will be sold free and clear of all liens, claims, and
encumbrances. The United States of America claims to have a valid
lien on the Property. H J Farming asserts the United States does
not have a valid lien. H J Farming is hopeful that the United
States will consent to the sale of the Property. However, in the
event that the United States does not consent to the sale, the lien
is in bona fide dispute, as required pursuant to Section 363(f)(4).
The offered purchase price is more than double the price Debtor
paid for the Property. H J Farming 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_711_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 oversees the cases.
Burr & Forman LLP is the Debtors' legal counsel.
BREAD & BUTTER: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Bread & Butter Concepts, LLC
1720 Cherry Street
Kansas City, MO 64108
Business Description: Bread & Butter Concepts --
breadnbutterconcepts.com -- was founded in
2011 and owns and operates multiple upscale
restaurants in the Kansas City metropolitan
area.
Texaz Crossroads ("Cherry Hall") opened in
September 2018 and is the event space and
catering arm of BBC's business. The event
space is located in downtown Kansas City,
Missouri.
Texaz Table Restaurant of KS, LLC ("Urban
Table") opened in July 2011 and is an
Italian-American bistro located in Prairie
Village, Kansas.
Texaz South Plaza, LLC ("Stock Hill") opened
in December 2016 and is a high-end
steakhouse located on the Country Club Plaza
in Kansas City, Missouri.
Texaz Plaza Restaurant, LLC ("Gram & Dun")
opened in November 2011 and is a modern
restaurant also located on the Country Club
Plaza in Kansas City, Missouri.
Chapter 11 Petition Date: November 9, 2019
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Bread & Butter Concepts, LLC (Lead Case) 19-22400
Texaz Table Restaurant of KS, LLC 19-22399
Texaz Crossroads, LLC 19-22401
Texaz South Plaza, LLC 19-22402
Texaz Plaza Restaurant, LLC 19-22403
Judge: Hon. Dale L. Somers
Debtors' Counsel: Sharon L. Stolte, Esq.
Paul D. Sinclair, Esq.
Brett M. Simon, Esq.
SANDBERG PHOENIX & von GONTARD P.C.
4600 Madison Avenue, Suite 1000
Kansas City, MO 64112
Tel: 816-627-5543
Fax: 816-627-5532
E-mail: sstolte@sandbergphoenix.com
psinclair@sandbergphoenix.com
bsimon@sandbergphoenix.com
Bread & Butter's
Total Assets: $4,121,754
Bread & Butter's
Total Liabilities: $5,079,795
The petitions were signed by Alan L. Gaylin, CEO/Founder.
Full-text copies of two of the Debtors' petitions containing, among
other items, lists of the Debtors' 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/ksb19-22399.pdf
http://bankrupt.com/misc/ksb19-22400.pdf
BUFORD ELECTRIC: Bankr. Administrator Unable to Appoint Committee
-----------------------------------------------------------------
The U.S. bankruptcy administrator on Nov. 6, 2019, disclosed in a
filing with the U.S. Bankruptcy Court for the Eastern District of
North Carolina that no official committee of unsecured creditors
has been appointed in the Chapter 11 case of Buford Electric LLC.
About Buford Electric
Buford Electric, LLC, an electrical company in Fayetteville, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 19-03901) on Aug. 24, 2019. At the time of the
filing, the Debtor was estimated to have assets of less than
$50,000 and liabilities of between $1 million and $10 million. The
case is assigned to Judge Joseph N. Callaway. The Debtor is
represented by Travis Sasser, Esq., at Sasser Law Firm.
CAMBIUM LEARNING: S&P Affirms 'B-' ICR After AIR Assessment Deal
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Dallas-based Cambium Learning Group Inc., a provider of digital and
print supplemental resources and instructional material to the
pre-K through 12 markets.
The rating affirmation follows Cambium's entry into a definitive
agreement to acquire AIR Assessment (AST), an online state-level
summative assessment test provider. It will fund the acquisition
with sponsor-provided equity, $295 million of incremental
first-lien debt, and $93 million of incremental second-lien debt.
S&P revised its recovery rating on Cambium's first lien-debt to '2'
from '3' and raised the issue-level rating to 'B' from 'B-'. It
affirmed the 'CCC' issue-level rating on the second-lien debt; the
recovery rating remains '6'.
The rating affirmation is based on our view that the acquisition of
AST, which is expected to close in December 2019, will double
Cambium's scale and essentially be leverage neutral. S&P expects
pro forma leverage to be around 9x for fiscal 2019. Although the
rating agency expects cost synergies from AST's integration, they
will likely be minimal and mostly offset by the costs to achieve
them over the next 12-24 months. S&P expects the primary source of
delevering over the near term to be a growing EBITDA base from
organic revenue growth, which the rating agency believes will
contribute to leverage improving to around 8x by fiscal year-end
2020. With core Cambium free operating cash flow (FOCF) expected to
be weak in 2019, at around $10 million, S&P does not expect any
leverage improvement from additional debt repayment by fiscal year
end. It expects the contribution of AST in conjunction with
Cambium's historically stable margins in the low-20% to contribute
to FOCF in the mid-$30 million area, providing additional debt
repayment opportunities in 2020. S&P notes standalone AST's cash
flows are more evenly distributed throughout the year compared to
those of Cambium, which will contribute to overall lower cash flow
seasonality.
The stable outlook reflects S&P's expectation that Cambium will
continue its modest revenue growth driven by current trends of
schools adopting digital education technology solutions, while
generating sufficient FOCF to meet its debt service payments.
"While not expected over the next 12 months, we could lower the
rating if increased competition from larger content publishers
creating comparable digital solutions contribute to pricing
pressure and increased customer attrition, or through the loss of a
large summative assessment test customer, leading to negative FOCF
on a sustained basis and weakening liquidity including revolver
availability, where we consider the capital structure
unsustainable," S&P said.
"Although we are unlikely to upgrade the company over the next 12
months, we could consider a higher rating over the longer term if
the company is able to continue growing EBITDA and FOCF, such that
leverage declines to the low-6x area and FOCF to debt rises above
the mid-single-digit percentage area," the rating agency said.
CAMBREX CORP: S&P Assigns 'B' Long-Term ICR on Permira Acquisition
------------------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
East Rutherford, N.J.-based pharmaceutical contract development and
manufacturing organization Cambrex Corp.
The rating action follows Cambrex's announcement of its intention
to be acquired by private equity sponsor Permira for about $2.4
billion.
The company intends to fund the transaction, in part, by offering a
$135 million first-lien revolving credit facility, a $875 million
first-lien term loan, and a $250 million second-lien term loan.
S&P assigned a 'B' issue-level rating on the first-lien credit
facility, and a 'B-' issue-level rating on the second-lien term
loan.
S&P's 'B' issuer rating on Cambrex Corp. primarily reflects its
view of the company's high adjusted leverage (estimated about
6.5x-7.5x), modestly positive free cash flow (estimated $15
million-$30 million per year excluding one-time items), and greater
focus on small molecule active pharmaceutical ingredients (API)
than other large contract manufacturers. S&P's rating also reflects
Cambrex's revenue concentration in maturing drug substance products
and acquisition integration risk. The company's risks are partly
offset by Cambrex's history of steady volume growth from long-time
customers, solid industry tailwinds, reputation for quality in a
highly regulated environment, and decent product diversity. S&P
does not believe the company's one-time $39 million payment to
Gilead expected in 2020 presents a significant risk given the
company's revolver capacity and ability to generate free cash flow.
S&P's rating incorporates the expected decline in a single large
product that previously represented over 30% of revenue, but it
does not believe this is a source of significant uncertainty
because the product will not largely contribute to results after
2020.
S&P's stable outlook reflects its expectation that Cambrex's
business is growing revenue from new products and higher volumes,
except for one large product. It thinks that the company is
successfully integrating its new drug product and early-stage
development businesses, which should both improve revenue and
profitability over the next year. S&P believes the underlying
business is generating free cash flow in the $15 million-$20
million range, except for a one-time working capital payment to a
customer.
"We could lower the rating if Cambrex's operating performance is
weaker than our forecast. In this scenario, we would expect free
cash flow, excluding one-time items, below $15 million or adjusted
debt to EBITDA to exceed 7.5x in 2021," S&P said. This could occur
from contracting volumes from existing drug substance products and
challenges winning new business across the three segments,
according to the rating agency. Alternatively, S&P could lower the
rating if an acquisition weakens adjusted leverage above 7.5x for
more than a year or creates significant operating complexity.
"We do not expect a higher rating over the next 12 months because
the company's cash flows will be constrained by one-time items,"
S&P said, adding that it could consider a higher rating in the
future if the company exceeds the rating agency's revenue and
EBITDA expectations, demonstrating ability to efficiently capture
market share in all three of its business segments
(high-single-digit revenue growth over two years). In this
scenario, S&P would expect improved cash flow generation such that
free cash flow to debt is around 5% and leverage below 5.5x.
CAMPUS EDGE: Dec. 5 Plan & Disclosure Statement Hearing Set
-----------------------------------------------------------
The hearing to consider final approval of Campus Edge Condominium
Association, Inc.'s e Disclosure Statement and confirmation of
Campus Edge's Plan will be held on Dec. 5, 2019, at 10:45 a.m.
(EST) at the United States Bankruptcy Court, 401 S.E. First Avenue,
Third Floor Courtroom, Gainesville, FL 32601, or as soon thereafter
as the Court's calendar will allow.
The deadline by which all ballots cast to accept or reject the Plan
must be received by the Debtor on or before Nov. 28,2019, at 4:00
p.m.
About Campus Edge Condominium Association
Campus Edge Condominium Association, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
19-10011) on January 14, 2019. At the time of the filing, the
Debtor had estimated assets of less than $1 million and liabilities
of less than $1 million.
The case has been assigned to Judge Karen K. Specie. Thames Markey
& Heekin, P.A. is the Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Campus Edge Condominium Association, Inc.,
as of Feb. 28, according to a court docket.
CARET CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Caret Corporation
180 Passiac Avenue, Suite 3
Fairfield, NJ 07004
Business Description: Caret Corporation is a cosmetic products
manufacturer in Fairfield, New Jersey.
Chapter 11 Petition Date: November 8, 2019
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 19-31194
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Morris S. Bauer, Esq.
NORRIS MCLAUGHLIN, P.A.
400 Crossing Boulevard, 8th Floor
Bridgewater, NJ 08807
Tel: 908-252-4345
908-722-0700
E-mail: msbauer@nmmlaw.com
msbauer@norris-law.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ivonne Ruggles, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/njb19-31194.pdf
CENTURY CASINOS: S&P Assigns 'B' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Century
Casinos Inc., and its 'B' issue-level rating and '3' recovery
rating to the company's first-lien debt, indicating the rating
agency's expectation for meaningful (50%-70%; rounded estimate:
65%) recovery in the event of a payment default.
Century Casinos plans to issue a $170 million first-lien term loan
due 2026 and a $10 million revolving credit facility due 2024. It
will use the proceeds to finance the acquisition of the operations
of three casinos in Missouri and West Virginia from Eldorado
Resorts Inc., and repay existing bank debt.
The rating on Century Casinos primarily reflects its high lease
adjusted leverage, operations of gaming properties with limited
amenities in highly competitive markets, small scale, and risks
associated with integrating three new properties into its
portfolio, which more than doubles the company's size.
The stable rating outlook reflects S&P's expectation that Century
Casinos will successfully acquire and integrate the operations of
the three casinos from Eldorado Resorts and that lease-adjusted
leverage will improve to the mid-5x by the end of 2020.
"We could lower the rating if we believed the company could sustain
lease-adjusted debt to EBITDA above 6x and adjusted EBITDA coverage
of interest below 2x. This could result from
weaker-than-anticipated operating performance stemming from
economic or competitive pressures or significant cost
inefficiencies related to the acquisition and integration of the
Eldorado assets," S&P said. It could also occur if the company
unexpectedly took a more aggressive posture toward development
opportunities in its portfolio or pursued additional near-term
acquisitions, according to the rating agency.
"An upgrade is unlikely at this time given our forecast for
lease-adjusted leverage to remain above 5x through 2021. For higher
ratings, we would need to believe that Century Casinos will sustain
lease-adjusted leverage below 5x and funds from operations (FFO) to
debt above 12%," S&P said.
CHESAPEAKE ENERGY: Moody's Cuts Corp. Family Rating to B2
---------------------------------------------------------
Moody's Investors Service downgraded Chesapeake Energy
Corporation's Corporate Family Rating to B2 from B1, its
Probability of Default Rating to B2-PD from B1-PD, and its senior
unsecured notes ratings to B3 from B2. The company's Speculative
Grade Liquidity Rating was downgraded at SGL-4 from SGL-3.
Chesapeake's ratings are under review for downgrade. Concurrently,
Moody's downgraded the CFR of Chesapeake's wholly-owned subsidiary
Brazos Valley Longhorn, LLC (Brazos Valley) to B2 from B1 and the
senior unsecured notes rating of Brazos Valley's predecessor
entity, WildHorse Resource Development Corporation to B3 from B2.
Ratings for Brazos Valley and WildHorse are also under review for
downgrade.
"These actions reflect our concern that Chesapeake will be unable
to deliver expected improvement in its credit metrics following the
company's announcement it will cut capital spending by 30% in 2020.
The potential for further downgrade stems from the risk of
additional debt repurchases at significant discounts, which could
result in our determination a distressed exchange had occurred,"
said John Thieroff, Moody's Senior Analyst.
Downgrades:
123456789012345678901234567890123456789012345678901234567890123456
Issuer: Chesapeake Energy Corporation
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Placed Under Review for further Downgrade
Corporate Family Rating, Downgraded to B2 from B1 Placed
Under Review for further Downgrade
Senior Unsecured Shelf, Downgraded to (P)B3 from (P)B2 Placed
Under Review for further Downgrade
Senior Unsecured Notes, Downgraded to B3 (LGD4) from B2 (LGD4)
Placed Under Review for further Downgrade
Speculative Grade Liquidity Rating, Downgrated to SGL-4 from
SGL-3
Issuer: Brazos Valley Longhorn, L.L.C.
Corporate Family Rating, Downgraded to B2 from B1 Placed
Under Review for further Downgrade
Probability of Default Rating, Downgraded to B2-PD from
B1-PD; Placed Under Review for further Possible Downgrade
Issuer: WildHorse Resource Development Corporation
Senior Unsecured Ratings, Downgraded to B3 (LGD4) from B2
(LGD5) Placed Under Review for further Downgrade
Outlook Actions:
Issuer: Brazos Valley Longhorn, L.L.C.
Outlook, Changed To Rating Under Review From Stable
Issuer: Chesapeake Energy Corporation
Outlook, Changed To Rating Under Review From Stable
Issuer: WildHorse Resource Development Corporation
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The rating review will focus on Chesapeake's deleveraging plans in
light of a substantially reduced capital spending program in 2020,
the company's plan to address the possibility of a covenant
violation under its credit facility in 2020, and an assessment of
the potential for a distressed exchange or other restructuring. The
review will also consider Chesapeake's credit metrics more broadly
and under stressed price scenarios given the increased likelihood
that low energy prices and tight capital market conditions could
prevail for an extended period of time.
Moody's views Chesapeake's liquidity as weak, reflected by its
SGL-4 rating, due to the potential for a covenant breach in the
next twelve months. Cash on hand at September 30, 2019 was $14
million, indicating a reliance on its credit facility to fund
ongoing outspending. Chesapeake had $1.44 billion of availability
under its revolver at the end of the third quarter. However, the
leverage covenant under the facility tightens by falling 0.25x per
quarter from 5.50x for the quarter ended September 30, 2019 to 4.0x
for the quarter ending March 31, 2021. The likelihood of reduced
cash flow due to lower drilling activity in 2020 raises the
possibility the company may not be able to meet its leverage
covenant throughout 2020. Although Chesapeake has the ability to
take actions that could prevent or forestall a covenant breach,
until such actions are taken Moody's views the company's liquidity
as constrained.
Oklahoma City, OK-based Chesapeake Energy Corporation is a large
independent exploration and production (E&P) company operating in
several onshore US basins. The company's daily production averaged
478,000 boe/d in the quarter ended September 30, of which 69%
natural gas was natural gas.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
CHESTER COMMUNITY: Fitch Assigns B- IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings affirmed the following revenue bonds issued by the
Delaware County Industrial Development Authority, PA on behalf of
Friends of Chester Community Charter School at 'B-':
-- $50,255,000 charter school revenue bonds (Chester Community
Charter School project), series 2010A.
The Rating Outlook has been revised to Stable from Negative.
In addition, Fitch assigned a 'B-' Issuer Default Rating (IDR) to
Chester Community Charter School.
The IDR Rating Outlook is Stable.
SECURITY
The series 2010A bonds are payable by a lien and pledge of gross
revenues derived from a lease of the facilities to CCCS, backed by
a mortgage on the property.
Additionally, there is a debt service reserve (DSR) cash-funded to
transaction maximum annual debt service (TMADS), defined as maximum
annual debt service excluding the transaction's final double
principal payment of about $4.1 million. CCCS management fee
payments to CSMI, LLC are subordinated to the payment of debt
service and DSR replenishment.
ANALYTICAL CONCLUSION
The Outlook revision to Stable from Negative reflects Fitch's
expectation that CCCS's operating cash flows will continue to
improve gradually to a sustainable level (that does not require any
management fee write-offs) as CCCS manages its budget to account
for lower special education per-pupil funding from Chester Upland
School District (CUSD) going forward.
The 'B-' IDR and bond rating reflect the school's weak financial
profile despite midrange revenue defensibility characteristics and
operating risk assessments. The rating also reflects CCCS's weak
liquidity profile, reliance on management fee write-offs, need for
short-term borrowing, and ongoing bond covenant violations.
KEY RATING DRIVERS
Revenue Defensibility -- Midrange: The midrange assessment reflects
CCCS's solid demand and enrollment history despite weaker academic
performance.
Operating Risk -- Midrange: Fitch believes the school has midrange
flexibility to vary cost with enrollment shifts and expects fixed
carrying costs to remain low.
Financial Profile -- 'b': CCCS's leverage metrics are elevated.
CCCS relies on management fee concessions in order to achieve
positive operating results and support finances.
Asymmetric Additional Risk Considerations: The school's liquidity
cushion is minimal at approximately 1% of annual governmental fund
expenditures in fiscal 2018. The school is reliant on market access
to maintain liquidity during the fiscal year. In addition, the
school has been in violation of its financial covenants related to
working capital cash reserves as well as the timing of financial
reporting for fiscals 2016, 2017, and 2018. Management expects that
it will need another waiver for fiscal 2019.
RATING SENSITIVITIES
FINANCIAL PERFORMANCE: Further deterioration in operating margins
and liquidity would put downward pressure on the rating. Sustained
improvement in margins at a faster rate than expected, leading to
improved cash balances that cure the financial bond covenant
violations and a decrease in net debt, could support positive
rating movement.
ENROLLMENT TRENDS: Enrollment declines that affect the financial
condition of the school could pressure the rating, as revenues are
derived primarily from state per-pupil funding.
MARKET ACCESS RISK: Inability of CCCS to obtain or renew cash-flow
facilities at an affordable interest rate or a need for increased
cash flow borrowing would lead to a rating downgrade.
FAILURE TO OBTAIN COVENANT WAIVER: The failure to obtain waivers
from bondholders for CCCS's covenant violations would result in a
technical default and would lead to a rating downgrade.
CREDIT PROFILE
CCCS is a K-8 charter school located in the Chester-Upland School
District (CUSD), PA, which serves the city of Chester, Chester
Township, and the borough of Upland. CCCS opened in 1998 with an
initial enrollment of 97 students in grades K-4. The school has
experienced significant growth and expansion since then and
currently serves over 4,400 students in grades K-8 across four
campuses, making it the largest K-8 brick-and-mortar charter school
in the state. Following an initial three-year charter, the school
has received consistent five-year renewals. Recently, the
court-appointed receiver of CUSD granted an additional five-year
renewal only 1.5 years into the current charter, effectively
extending the charter through 2026.
Revenue Defensibility
CCCS's midrange revenue defensibility reflects the school's strong
enrollment growth, offset by limited demand flexibility, and weak
academic performance. Typical of the charter school sector, revenue
defensibility is limited by the inability to control pricing as the
school's main revenue source is derived from per pupil revenue from
the state.
CCCS's academic results are very weak compared to statewide
averages. Despite the weaker academic performance, CCCS has had
solid demand and enrollment growth. CCCS attracts students from
about 10 different school districts including Philadelphia. CCCS
enrolls more than two thirds of total CUSD K-8 students. CCCS's
solid demand is evidenced by growth in fall enrollment in 12 out of
the last 13 academic years, including double-digit growth over
academic years 2016-2017 and 2017-2018. An increase in out of
district students from the Philadelphia area enrolling and the
addition of a fourth facility (Aston Campus) in 2017, has driven
the recent higher rate of growth.
CCCS's fall 2018 enrollment was approximately 4,340 (a 5% increase
year-over-year) and management reports current fall 2019 enrollment
is 4,400, although the official fall count is not yet available. On
a combined basis, the school's four facilities have a capacity of
4,800 students, allowing for some additional enrollment flexibility
if needed. There are no charter caps or limits on the number of
students that can be enrolled by CCCS.
In general, Fitch expects per-pupil funding to grow at
approximately the rate of inflation, consistent with school
districts in the state.
Operating Risk
Fitch considers the school's operating risk profile to be midrange,
based on its low fixed carrying costs and flexibility to control
other expenditures. The school has well-identified cost drivers
that have some potential volatility.
Adequate expenditure flexibility is provided by management's strong
degree of control in managing its workforce costs, which are not
governed by collective bargaining agreements. However, practical
limitations include the limited ability to reduce teacher
headcount, since doing so could impair the school's already weak
academic performance and potentially reduce student demand. Fitch
recognizes that management can control salaries and reduce some
other costs in a recessionary period, supporting the midrange
operating risk assessment.
A 2015 10-year settlement agreement among the PA Department of
Education, the CUSD school board, the CUSD receiver, and CCCS
establishes a minimum special education per-pupil funding (PPF)
rate for CCCS from CUSD, held harmless in the event of future
changes in state charter school laws. As part of the agreement,
CCCS wrote off a $5.6 million tuition receivable from CUSD in
fiscal 2015. Beginning in fiscal 2016, special education PPF
payments are based on the regular education tuition rate that
cannot fall below $27,029 for each CCCS/CUSD special education
student. While providing a stable funding floor, this represented a
decline from the previous CUSD special education funding rate of
$40,000 per student and contributed to poor operating results in
fiscal 2015 and 2016. However, both fiscal 2017 and fiscal 2018
ended with positive operating results primarily because CCCS began
waiving management fees in fiscal 2017. Even with increased
enrollment and tuition and minimal expenditure growth, both years
would have ended with operating deficits if management fees had
been paid in full.
In the event CUSD's monthly PPF distributions are delayed, per PA
Charter School Law, CCCS may request direct funding from the PA
Department of Education (PDE).
CCCS's fixed carrying costs for transactional maximum annual debt
service and lease obligations are low at approximately 10% of total
governmental expenditures. The school does not participate in a
defined benefit pension plan.
Management reports that it does not have any significant projected
capex requirements.
Financial Profile
CCCS's leverage is consistent with a 'b' assessment given the
school's midrange revenue defensibility and operating risk
assessments.
The 'b' financial profile assessment incorporates the school's
volatile operating margins, slim unrestricted cash balances, and
elevated leverage. Based on audited fiscal 2018 results, net debt
to cash flow available for debt service (CFADS) was 5.9x, primarily
due to higher cash flow from the write-off of a portion of the
management fee. Assuming no write-off, net debt to CFADS increases
to 15.1x.
Fitch's net debt calculation includes the principal amount
outstanding on the 2010A bonds and 2016 notes, and CCCS's three
facility-operating leases. Fitch capitalizes the operating lease
charges using an 8.0x multiple to create a debt-equivalent figure.
The 8.0x multiple reflects assets with a remaining useful life of
15 years in a 6% interest rate environment.
Fitch's base case assumes growth in revenues and expenditures
(excluding lease payments, note debt service, and management fees)
at about the rate around inflation. Fitch's base case does not
incorporate further write-offs of the management fee. In this
scenario, the CCCS's net debt to CFADS remains elevated at above
13.9x throughout the analysis period and the unrestricted cash
position becomes negative. Fitch expects CCCS to have to rely on
the write-off of management fees to support operations and fulfill
annual lease obligation payments in the near term.
Given the low rating level, Fitch does not believe a rating case
would provide additional insight into the risk of default. Fitch
believes the margin of safety remains satisfactory for a 'B-'
rating given the demonstrated willingness of the management
organization to waive a portion of the management fee in order to
provide financial support. However, Fitch does not consider the
waiver of management fees to be a sustainable solution over the
long-term.
Asymmetric Additional Risk Considerations
CCCS's liquidity is extremely weak, with a ratio of unrestricted
cash to annual governmental fund expenditures of only about 1% in
fiscal 2018. CCCS relies on short-term borrowing to support cash
flow timing mismatches during the fiscal year. In fiscal 2019, CCCS
borrowed $7.5 million in revenue anticipation notes due to mature
on June 30, 2019, with $2.5 million of the note principal repaid on
January 30, 2019. In May 2019, CCCS reached an extension agreement
with noteholders to extend the maturity of the remaining $5.0
million to Dec. 31, 2019. Management indicated that the extension
was due to the desire to "roll" the note forward due to improved
cash flow, excess note proceeds remaining, and to avoid cost of
issuance expenses associated with a refinancing. The fiscal 2019
borrowing amount was down from $30 million in fiscal 2016 and $16.3
million in fiscal 2017; these amount were higher partially due to
delayed state payments that resulted from a late state budget.
Management expects it will be several years before CCCS eliminates
its reliance on short-term debt. Fitch views the reliance on
short-term financing as part of the asymmetric risk since an
inability to obtain financing could result in significant cash flow
pressures and likely result in the depletion or near depletion of
unrestricted liquid resources.
CCCS has violated its reserve and working capital financial
covenants in fiscal 2016, 2017, and 2018. The school received a
waiver of certain events of default from bondholders for each of
those fiscal years. Management expects it will request a similar
waiver for fiscal 2019.
CHURNEYS' REAL: Selling Warrensville Heights Property for $75K
--------------------------------------------------------------
Churneys' Real Estate, Ltd., asks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to sell approximately .73
acres of property in Warrensville Heights, Ohio, on Salisbury Road,
Parcel Nos. 762-27-050, 762-27-049, and 762-27-048, as described in
its Purchase Agreement with Platinum Real Estate, LLC, for
$75,000.
The Debtor's primary secured creditor, First National Bank of
Pennsylvania ("FNB") holds a lien on the property. In a mortgage
foreclosure proceeding, lien holders in Ohio can be compelled to
accept a money satisfaction of their interests.
The Buyer of the Property is an arms'-length buyer and is not
related to the Debtor or its sole member. The sale will be free
and clear of all liens, claims and encumbrances, with such liens,
claims and encumbrances to attach to the proceeds of sale.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Churneys_Real_61_Sales.pdf
About Churneys' Real Estate
Churneys' Real Estate, Ltd., is a real estate lessor that owns four
properties in Warrensville Heights, Ohio, with a current value of
$1.5 million.
It previously sought bankruptcy protection (Bankr. N.D. Ohio. Case
No. 18-17270) on Dec. 7, 2018.
Churneys' Real Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-13740) on June 15,
2019. At the time of the filing, Churneys' Real Estate disclosed
$1,461,550 in assets and $1,940,000 in liabilities. The case is
assigned to Judge Jessica E. Price Smith. Coffey Law, LLC, is the
Debtor's legal counsel.
CIVITAS HEALTH: Has Authority to Use Cash Collateral on Final Basis
-------------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Civitas Health Services,
Inc. to use cash collateral on final basis.
The Debtor may use cash collateral solely to satisfy (i) any and
all pre-petition date operating and other expenses approved by the
Court, (ii) obligations incurred in the ongoing post-petition date
operation of the Debtor's business, and (iii) any and all costs and
expenses arising in connection with the administration of the
Debtor's estate, including without limitation, for the payment of
any fees and expenses owed to professionals employed by the Debtor
in the case, upon the entry of an order from the Court authorizing
the payment of such professional's fees and expenses.
The Debtor's potential secured creditors include SPG Advance, On
Deck Capital, Inc., Direct Capital, Knight Capital Funding,
Internal Revenue Service and the Virginia Department of Taxation.
Solely to the extent of diminution in the value of the collateral,
each Secured Creditor is granted security a valid, perfected, and
enforceable security interests in and upon the collateral in
existence as of the Petition Date or thereafter acquired (i) to the
extent of any diminution of Creditor's interests in the collateral,
including without limitation, any such diminution in value
resulting from the use by the Debtor of the cash collateral and any
other collateral and the imposition of the automatic stay, and (ii)
to the same extent, nature, and priority of any security interest
held by said Creditor as of the Petition Date.
Beginning on Nov. 25, 2019 and on the 25th of each month
thereafter, the Debtor will make adequate protection payments to:
(a) the Virginia Department of Taxation, the sum of $1,500 per
month; (b) the IRS, the sum of $3,151 per month; and (c) Direct
Capital, the sum of $555 per month.
If the replacement liens granted in the Final Order are
insufficient to protect the Secured Creditors against any
diminution in value of the collateral, the Secured Creditors will
have an administrative expense claim allowable under the Bankruptcy
Code sections 507(b) and 503(b) having priority over all other
costs and expenses of administration of any kind, which claim will
at all times be senior to the rights of the Debtor or any successor
trustee or estate representative in Debtor's chapter 11 case.
A copy of Final Order is available for free at
https://tinyurl.com/y4jocklh from Pacermonitor.com
About Civitas Health Care Services
Civitas Health Care Services, Inc. -- http://www.civitashealth.com/
-- is a health care company in Henrico, Virginia that specializes
in providing mental health skill building services, therapeutic day
treatment, intensive in-home services, outpatient therapy, ABA
therapy, substance abuse services, and peer recovery services.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Va. Case No.
19-34993) on Sept. 24, 2019 in Richmond, Virginia. In the petition
signed by Lemar Allen Bowers, chief executive officer/president,
the Debtor was estimated to have at least $50,000 in assets and
between $1 million and $10 million in liabilities. Judge Kevin R.
Huennekens oversees the case. STEVEN SHAREFF, ESQUIRE, is the
Debtor's counsel.
COWBOY PUMPING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cowboy Pumping Unit Sales & Repair, LLC
PO Box 698
Hennessey, OK 73742
Business Description: Cowboy Pumping Unit Sales & Repair, LLC
disassembles, repairs, moves or reassembles
any pumping unit equipment. Cowboy was
created to provide service to oil & gas
operators that have pumping units in Central
and Northwest Oklahoma.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Case No.: 19-14561
Judge: Hon. Janice D. Loyd
Debtor's Counsel: Stephen J. Moriarty, Esq.
FELLERS, SNIDER ET AL.
100 N. Broadway Ave., Suite 1700
Oklahoma City, OK 73102-8820
Tel: (405) 232-0621
Fax: (405) 232-9659
E-mail: smoriarty@fellerssnider.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Tom Holder, member/vice-president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/okwb19-14561.pdf
D & M LOGISTICS: Seeks to Hire Norred Law as Counsel
----------------------------------------------------
D & M Logistics, LLC, seeks authority from the US Bankruptcy Court
for the Northern District of Texas to employ Norred Law PLLC as its
counsel.
D & M requires Norred Law to:
a. advise D&M of its powers and duties in the management of
its property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest;
c. assist D&M in preparation of all administrative documents
required to be filed or prepared, and to prepare, on behalf of D&M,
all necessary applications, motions, responses, answers, orders,
reports, and other legal documents as applicable;
d. take such actions as is necessary to preserve the assets
and interests of the estate, including prosecution of actions on
D&M's behalf, defending any action commenced against D&M, and
representing D&M's interest concerning all litigation in which D&M
is involved, including objections to claims filed against the
estate;
e. advise D&M in connection with any potential sale of
assets;
f. assist D&M in formulating a disclosure statement, and in
the formulation and confirmation of a plan of reorganization;
g. appear before the Court and the United States Trustee, and
to protect the interest of D&M's estate before the Court and
Trustee;
h. perform any and all other legal services that may be
necessary to protect the rights and interests of D&M in the
proceeding and any actions later commenced in this chapter 11
case.
Norred Law will charge its standard hourly rates of $300 to $400
for attorneys and $90 to $120 paraprofessionals.
The firm received $11,717 retainer, of which $1,717 was used to pay
the filing fee while $2,787 was used to pay its pre-bankruptcy
services.
Norred Law is a "disinterested person" within the meaning of Sec.
101(4) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Warren Norred, Esq.
Clayton L. Everett, Esq.
NORRED LAW, PLLC
515 E. Border Street
Arlington, TX 76010
Tel: (817) 704-3984
Email: clayton@norredlaw.com
About D & M Logistics
D & M Logistics, LLC, provides long haul trucking services
throughout the continental United States.
Based in Azle, Texas, D & M filed a voluntary bankruptcy petition
under Chapter 11 of Title 11 of the United States Code (Bankr. N.D.
Tex. Case No. 19-44476) on November 1, 2019, listing under $1
million in both assets and liabilities. Warren V. Norred at Norred
Law, PLLC represents the Debtor as counsel.
DANA INC: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned a 'BB-' issue-level rating and a '5'
recovery rating to Dana Inc.'s senior unsecured $300 million notes,
which mature in 2027. The '5' recovery rating indicates its
expectation for modest (10%-30%; rounded estimate: 25%) recovery in
the event of a default.
The company expects to receive net proceeds from this offering of
about $296 million, after deducting the underwriting discount and
estimated expenses related to the offering. Dana intends to use the
net proceeds from this offering, together with cash on hand, to
tender for or redeem all of their outstanding 2023 notes and pay
related fees and expenses. S&P views this refinancing to be
leverage neutral and it did not affect the issuer credit rating or
recovery rating.
"We expect Dana to continue to generate solid earnings and cash
flow while maintaining stable credit measures. We believe the
company can maintain credit metrics that are appropriate for the
current rating because of its neutral financial policy, fair scope
and scale, competitive market position, and operating efficiency,"
S&P said.
DATUM TECHNOLOGIES: 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
Datum Technologies LLC, according to court dockets.
About Datum Technologies
Datum Technologies LLC -- https://www.datumtechnologies.com/ -- is
an IT services company focused on the multi-unit restaurant
industry, managing both restaurant and corporate level technology
throughout the United States. At the store level, Datum
Technologies implements, supports and maintains a variety of
points-of-sale (POS), back office platforms, and integrations
(online ordering, loyalty, gift cards, kitchen video). At the
corporate level, it supports above-store platforms for menu
management and reporting, along with business networking, servers,
telecommunications, desktop and peripheral products.
Datum Technologies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09507) on Oct. 7,
2019. In the petition signed by CEO Rafael Alfonzo, the Debtor
disclosed $1,164,551 in assets and $9,846,580 in debts. Lori V.
Vaughan, Esq. at Trenam Law serves as the Debtor's counsel.
DELMAR SUBS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DELMAR Subs, Inc.
2108 Emmorton Park Road, Suite 203
Edgewood, MD 21040
Business Description: DELMAR Subs, Inc. is a privately held
company that operates in restaurant
industry. The company has store locations
at 1227 Eastern Blvd., Essex, MD 21221; 108
Big Elk Mall, Elkton, MD; and 319 North
Dupont Highway, Smyrna, DE.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Case No.: 19-24928
Judge: Hon. Robert A. Gordon
Debtor's Counsel: Marc Robert Kivitz, Esq.
LAW OFFICE OF MARC R. KIVITZ
201 N. Charles Street, Suite 1330
Baltimore, MD 21201
Tel: (410) 625-2300
Fax: (410) 576-0140
E-mail: mkivitz@aol.com
Total Assets: $271,840
Total Liabilities: $1,405,031
The petition was signed by Raymond H. Burrows, III, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mdb19-24928.pdf
DELPHI TECHNOLOGIES: S&P Lowers ICR to 'BB-' on Declining Sales
---------------------------------------------------------------
S&P Global Ratings downgraded Delphi Technologies PLC to 'BB-' from
'BB'. At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured debt to 'BB-' from 'BB'.
Revenue declined 8% year over year in the third quarter, which was
worse than expected. This was driven by softer global vehicle
production mostly in China, India, and Europe. S&P thinks
production in coming quarters will continue to be soft due to the
ongoing shift from passenger car diesel to gasoline engines,
especially in Europe. Moreover, demand for electrification in China
and Europe appears to be slower than expected. Also, the rating
agency sees North American sales of heavy-duty trucks, a highly
cyclical industry, to fall significantly next year.
The negative outlook reflects S&P's belief that there is at least a
one-third chance that the company's competitive position weakens
considerably or credit metrics will worsen from current levels, so
that debt leverage moves above 4.0x and the FOCF-to-debt ratio
stays below 5% over the next 12 months.
"We could lower the rating if EBITDA margins fail to move back to
12% by 2021 due to declining demand or ongoing operational
efficiencies. We could also lower the rating if the company's FOCF
to debt stays less than 5% and if leverage increases to more than
4x on a sustained basis," S&P said.
"We could revise the outlook back to stable if the company
successfully executes its restructuring plan, thereby reducing its
cost structure and expanding adjusted operating income margins back
to recent historical levels. At the same time, we would need to
believe that the company could execute consistently even during
industry downturns and remain committed to balancing investments,
dividends, and acquisitions in line with our current financial
expectations of debt to EBITDA below 4.0x and positive FOCF on a
sustained basis," S&P said.
DREAM BIG RESTAURANTS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Dream Big Restaurants,
LLC.
About Dream Big Restaurants
Dream Big Restaurants LLC operates McDonald's restaurant franchises
at eight locations in Greenville and Greer, S.C. Dream Big
Restaurants sought Chapter 11 protection (Bankr. D.S.C. Case No.
19-05090) on Sept. 27, 2019, in Spartanburg, S.C. In the petition
signed by Phillip K. Wilkins, authorized member, the Debtor was
estimated to have assets at $1 million to $10 million and
liabilities at $10 million to $50 million. The Hon. Helen E.
Burris is the case judge. The Debtor tapped Skinner Law Firm, LLC
as its local counsel, and Schaffer and Weiner, PLLC as its general
bankruptcy counsel.
DRW HOLDINGS: S&P Assigns 'BB-' ICR; Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating on DRW
Holdings LLC. The outlook is stable. S&P also assigned a 'BB-'
issue rating on DRW's planned $300 million senior secured term loan
B.
The ratings reflect the firm's successful diversified, albeit
higher risk, principal trading and investing business, which has
strong market shares in several major futures and options products.
S&P views negatively the firm's reliance on short-term prime
brokerage funding and limited sources of contingent liquidity.
Further, while it expects the risk-adjusted capital (RAC) ratio to
remain above 7%, S&P believes that the firm has additional trading
risk and operational risk as a technology-driven trading firm.
DRW is a Chicago-based nonoperating holding company that through
its unregulated and, to a lesser extent, its regulated subsidiaries
principally trades electronically a large volume of diverse
financial instruments across asset classes and geographies,
including rates, equity, commodities, foreign exchange, and
cryptocurrencies. DRW is one of the largest rates traders
(especially Eurodollar futures and options) and has a strong market
share in several major instruments, including oil futures. It
continues to expand its trading of other products. DRW does
The stable outlook reflects S&P's expectation that DRW's balance
sheet, exposure level, and margin requirements may be volatile, but
that the firm will maintain good operating performance, a RAC ratio
above 7%, and liquidity including the margin before additional CCP
requirements to total net trading capital typically below 55%. The
rating agency also expects unregulated entities to continue to
account for the vast majority of the firm's earnings and resources
and the holding company to maintain liquidity sufficient to meet
two years of debt service obligations.
S&P could lower its ratings over the next 12 months if it expects:
-- The RAC ratio to fall consistently below 7%;
-- Margin excluding additional CCP margins to total net trading
capital to be consistently above 65%, or the firm's liquidity
otherwise deteriorates; or
-- Capital or liquidity outside of regulated entities falls
dramatically, or holding company liquidity deteriorates.
Over the same time horizon S&P could raise its ratings if it
expects:
-- The RAC ratio to be maintained comfortably above 10% and;
-- Margin excluding additional CCP margins to total net trading
capital to be maintained consistently below 50%.
EASTERN NIAGARA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eastern Niagara Hospital, Inc.
521 East Avenue
Lockport, NY 14094
Business Description: Eastern Niagara Hospital --
http://www.enhs.org-- is a not-for-profit
organization, focused on providing general
medical and surgical services. The Hospital
offers radiology, surgical services,
rehabilitation services, cardiac services,
respiratory therapy, obstetrics & women's
health, emergency services, acute &
intensive care, chemical dependency
treatment, occupational medicine services,
DOT medical exams, dialysis, laboratory
services, child and adolescent psychiatry,
and express care.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Western District of New York (Buffalo)
Case No.: 19-12342
Debtor's Counsel: Jeffrey Austin Dove, Esq.
BARCLAY DAMON LLP
Barclay Damon Tower
125 East Jefferson Street
Syracuse, NY 13202
Tel: 315-413-7112
Fax: 315-703-7346
E-mail: jdove@barclaydamon.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anne E. McCaffrey, president & CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nywb19-12342_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nywb19-12342.pdf
ENDICOTT MEATS: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: Endicott Meats, Inc.
c/o Frederic Braunshweiger
10 Steward Place
White Plains, NY 10603
Business Description: Endicott Meats, Inc. is a meat wholesaler
whose business is located at Hunts Point
Cooperative Market, Unit B-23 Bronx, NY
10474. The company offers a large selection
of veal, beef, lamb, pork and poultry
products.
Chapter 11 Petition Date:
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 19-23966
Judge: Hon. Robert D. Drain
Debtor's Counsel: Nicholas A. Pasalides, Esq.
REICH, REICH & REICH, P.C.
235 Main Street, Suite 450
White Plains, NY 10601
Tel: 914.949.2126
Fax: 914.949.1604
E-mail: reichlaw@reichpc.com
Total Assets: $202,472
Total Liabilities: $1,202,425
The petition was signed by Frederic Braunshweiger, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at:
http://bankrupt.com/misc/nysb19-23966.pdf
EP ENERGY: Seeks to Hire Ernst & Young as Auditor
-------------------------------------------------
EP Energy Corporation seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Ernst & Young LLP as its
auditor.
The firm will provide these services:
(1) audit and report on the consolidated financial statements
of EP Energy Corporation and EP Energy LLC for the year ended Dec.
31, 2019;
(2) review EP Energy Corporation and EP Energy LLC's unaudited
interim financial information in connection with the filing of
their Form 10-Q; and
(3) issue an interim review report that provides assurance as
to conformity with U.S. generally accepted accounting principles
for EP Energy LLC.
The hourly rates charged by Ernst & Young for its auditing services
are:
Partner/Principal $510
Managing Director $470
Senior Manager $290
Manager $240
Senior $200
Staff $130
The firm received a retainer totaling $212,718.
Ashley Reaves, a partner at Ernst & Young, disclosed in court
filings that the firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
Ernst & Young can be reached through:
Ashley B. Reaves
Ernst & Young LLP
5 Houston Center
1401 McKinney Street, Suite 1200
Houston, TX 77010
Phone: +1 713 750 1500
Fax: +1 713 750 1501
About EP Energy
EP Energy Corporation and its direct and indirect subsidiaries (OTC
Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil
and natural gas exploration and production company headquartered in
Houston, Texas. The Debtors operate through a diverse base of
producing assets and are focused on the development of drilling
inventory located in three areas: the Eagle Ford shale in South
Texas, the Permian Basin in West Texas, and Northeastern Utah.
EP Energy Corporation and its subsidiaries sought Chapter 11
protection on Oct. 3, 2019, after reaching a deal with Elliott
Management Corporation, Apollo Global Management, LLC, and certain
other noteholders on a bankruptcy exit plan that would reduce debt
by 3.3 billion.
The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead
Case No. 19-35654).
EP Energy was estimated to have $1 billion to $10 billion in assets
and liabilities as of the bankruptcy filing.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore
Group L.L.C. as investment banker; and FTI Consulting, Inc., as
financial advisor. Prime Clerk LLC is the claims agent.
EPIC Y-GRADE: S&P Alters Outlook to Negative on Increased Leverage
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit and issue-level
ratings on San Antonio-based midstream energy partnership Epic
Y-Grade Services LP (Epic), which is expected by the rating agency
to issue a $150 million add-on to its existing $800 million senior
secured first-lien term loan facility, to partially fund the
buildout of a second greenfield natural gas liquids (NGL)
fractionation facility.
At the same time, S&P revised the recovery rating on the company's
term loan to '4' from '3', reflecting its expectation of average
(30%-50%; rounded estimate: 45%) recovery in the event of default.
The outlook revision is underpinned by the increased debt burden
Epic has taken on to construct a second greenfield fractionator,
before the NGL pipeline is fully operational and cash flows are
realized. Epic intends to use the $150 million of proceeds from the
$150 million add-on to the existing first-lien term loan facility
to partially fund the buildout of a second greenfield 105,000
barrel per day (bbl/d) fractionator. This along with revised
volumetric assumptions results in 2020 adjusted leverage
deteriorating to above 10.5x compared to the rating agency's prior
expectation of adjusted leverage of approximately 5.0x-5.5x. S&P
expects total capital expenditures for this project to be
approximately $300 million. The second greenfield fractionator
project would sit adjacent to the first, which is now 65% complete.
Epic has begun to order long lead items and will plan to use the
same project contractors to complete the buildout. S&P expects
construction to last 18-21 months, with an expected completion date
in the first half of 2021. Volatility in fractionation spreads
could pressure margins when its fractionators are operational.
The negative outlook reflects S&P's expectation of elevated
leverage metrics over the next 12-24 months. The rating agency
believes the partnership has sufficient liquidity over the next 12
months, to complete construction. It expects the partnership to
achieve a debt to EBITDA ratio above 10.5x by year-end 2020, and
6.0x-6.5x in 2021 the first full year of operations.
"We could lower the rating if the Epic's liquidity deteriorates due
to construction costs materially exceeding the budget, or if
construction is delayed such that the in-service date is pushed
further into second half of 2020. This could also occur if the
adjusted debt-to-EBITDA ratio is above 6.5x on a Q4 2020 annualized
basis," S&P said, adding that it could consider lowering the rating
if the partnership continues to issue debt to further grow its
asset footprint over the next 12 months.
"We could revise the outlook to stable if the partnership
successively completes construction in Q1 2020, while adding
additional volume commitments to its contract profile that are
fixed fee in nature. We could also consider revising the outlook to
stable if the partnership sweeps significant amounts of cash
against the outstanding term loan balance, and leverage metrics
improve to below 6.5x on a Q4 2020 annualized or sustained basis
EVERMILK LOGISTICS: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------------
Evermilk Logistics LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Indiana to use cash collateral
consistent with the Emergency Budget.
Evermilk intends to use cash collateral for payment of those
expenses identified as necessary to provide for the uninterrupted
operation of its business so as to avoid immediate and irreparable
harm to the estate.
Evermilk believes that through continuous operation, it can
maintain and increase the value of accounts receivable, preserving
and maintaining the value of the business operation and thereby
adequately protecting Debtor's use of cash collateral.
Evermilk is indebted to the Internal Revenue Service in the
approximate amount of $800,000. The IRS asserts a lien on the
assets of the Debtor including deposit accounts, accounts
receivable and proceeds thereof.
Additionally, Evermilk believes the Indiana Department of Revenue
may claim a lien on its assets including cash collateral.
As adequate protection for the use of cash collateral, Evermilk
will offer a replacement lien on assets to the IRS and each secured
creditor to the full extent of the value of that creditor's lien at
the commencement of the case. Further, Evermilk will provide
financial reports to the IRS and other secured creditors to provide
ongoing information as to the status of operations, sales and the
creation of post-petition accounts receivable as such secured
creditors may request.
A copy of Motion is available for free at
https://tinyurl.com/y44emuml from Pacermonitor.com
About Evermilk Logistics
Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a
member-managed Indiana limited liability company wholly owned by
Teunis Jan Willemsen. It operates a commercial milk hauling
trucking business. Its principal place of business is at 6615 W.
500 N., Frankton, Indiana 46044. Evermilk hauls milk for local
dairy farms that sell milk to Dairy Farmers of America. Evermilk
has been taking milk to the Eastern and Central United States, and
currently is picking up 20-25 tanker loads of milk each day. It
currently employs more than 60 driver and administrative or
maintenance personnel.
Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-03613), on May 15, 2017. In the petition signed by
Teunis Jan Willemsen, member, the Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Jeffrey J. Graham.
The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker
Daniels LLP.
No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.
FALLS EVENT: Trustee Selling Ymahill Property for $9.5 Million
--------------------------------------------------------------
Michael F. Thomson, the Chapter 11 Trustee for the bankruptcy
estate of The Falls Event Center, LLC ("TFEC") and affiliates, asks
the U.S. Bankruptcy Court for the District of Utah to authorize the
sale of the real property consisting of approximately 285.5 acres
located in Yamhill County, Oregon, and any and all water rights
attached thereto, and all improvements thereon, together with all
and singular the rights and appurtenances pertaining to the
property, including but not limited to any and all water rights
associated with Water Right Certificate 22019, Water Right
Certificate 57121 and Water Right Certificate 27910, and all right,
title and interest of Sellers in and to parking, adjacent streets,
easements, and rights of way, to McMinnville Properties, LLC for
$9.5 million in accordance with and pursuant to the Purchase and
Sale Agreement, subject to higher and better offers.
The Land consists of five separate parcels of real property, which
include, among other things, parcels containing (1) Wings & Waves
Waterpark, (2) a facility operated by the Museum known as the Space
Building, (3) a building used by TFEC, (4) a vineyard, and (5)
farmland. TFEC operates the Waterpark, which is a dba of TFEC, as
well as an event center business on the Land. These operations have
continued since the TFEC Petition Date.
There are several agreements with the Museum which are related to
the Land and Personal Property. Specifically, the Museum leases
part of the Land known as the Space Building from McMinnville
pursuant to a Lease Agreement. In addition, TFEC, McMinnville, and
the Museum are parties to the following agreements related to the
Land or operations on the Land: (a) the Gift Donation and Security
Agreement between the Museum, McMinnville, and TFEC; (b) Bank
Directive Agreement between the Museum, McMinnville, TFEC, and US
Bank; (c) the Campus Use Agreement between the Museum and
McMinnville; (d) an Aircraft Loan & Display Agreement between the
Museum and McMinnville; and (e) a Waterpark Transition Agreement
between the Museum, TFEC, and McMinnville.
The sale proposed does not include the assumption of the Museum
Agreements by the Trustee and assignment of the Museum Agreements
to the Buyer, and it is a condition to closing that the Trustee
must provide the Buyer with exclusive possession of the Land at the
closing of the sale. Accordingly, the Trustee separately
negotiated the Museum Settlement with the Museum. 9 Pursuant to the
Museum Settlement, the Museum has agreed to waive—in connection
with the sale of the Property to this particular Buye. As set
forth in the Term Sheet that will be filed with the Trustee's
motion to approve the Museum Settlement, the Museum has not agreed
to waive its rights under section 365(h) in the event the Agreement
with the Buyer does not close
Another component of the assets comprising the Consolidated
Debtors’ estate is certain personal property, including several
aircraft, located at or affiliated with the Land, described as
follows: all personal property, including all aircraft,
intellectual property rights related to the Land (including but not
limited to the assumed business name "Wings & Waves Waterpark," and
any and all domain names, websites and trademark/tradename
registrations associated with "Wings & Waves Waterpark"), exhibits,
intangibles, building systems (including all existing security
systems and CCTV), equipment, permits, and contracts rights.
Since appointment, Jones Lang Lasalle Americas, Inc., and Jones
Lang Lasalle Brokerage, Inc., international commercial real estate
brokerage, have actively marketed the Property at the Trustee's
direction by, among other things, listing the Property on national
real estate listing services and in World Waterpark Association's
magazine. JLL advised the Trustee that the Land had a value range
of between $10 million and and $13,260,448. Using the high end of
that value range, JLL allocated the following values to each of the
five parcels: (i) Parcel No. 1 - $7,345,000; (ii) Parcel No. 2 -
$44,431; (iii) Parcel No. 3 - $1,061,122; (iv) Parcel No. 4 -
$2,151,211; and (v) Parcel No. 5 - $2,658,685.
On April 1, 2019, the Buyer submitted a Letter of Intent to the
Trustee initially offering $8 million for the Property. The
parties engaged in arms'-length and good faith negotiations, and
ultimately entered into the Agreement. Tower Investments, LLC also
submitted a Letter of Intent to the Trustee on or about May 13,
2019, proposing to purchase the Property for $2.5 million in cash,
plus the assumption of debt in the approximate amount of $1.4
million. The Trustee provided Tower with requested due diligence
materials. As his negotiations with the Buyer advanced, he
informed Tower of his intent to enter into the PSA with the Buyer
and solicited an alternative offer. Tower informed the Trustee at
that time of its intent to bow out of any proposed purchase of the
Property.
The Land was also shown by JLL to several prospective purchasers,
and the Trustee provided limited initial due diligence materials to
at least one of these prospective purchasers. None of these
expressions of interest resulted in an offer to purchase the Land.
On Aug. 7, 2019, the Trustee, on behalf of the TFEC and
McMinnville, and the Buyer, entered into the PSA, subject to Court
approval, pursuant to which Buyer agreed to purchase the Property
for $10 million, subject to a 30-day Due Diligence Period.
Pursuant to
paragraph 2(b) of the PSA, the Parties agreed that any reduction of
the $10 million purchase price as a result of due diligence would
not exceed $250,000.
In conjunction with the Buyer's due diligence, the Buyer employed
Jeff Ellis Management, LLC ("JEM"), an aquatic industry consultant,
to provide an evaluation of the Waterpark. The Due Diligence
Period set forth in the Agreement was extended at least two times,
in part, to allow JEM time to complete its evaluation of the
Waterpark. On Sept. 10, 2019, JEM provided the Buyer a written
Park Assessment based upon an inspection JEM performed on Aug. 12,
2019, which the Buyer then provided to the Trustee.
As a result of the information in the JEM Report, the Buyer
informed the Trustee during the Due Diligence Period that it would
terminate the PSA as was its right under paragraph 8, unless the
Trustee agreed to an adjustment of the purchase price in excess of
the $250,000 limit set forth in paragraph 2(b).
The Parties thereafter engaged in further extensive good faith and
arms'-length negotiations, and prior to the expiration of the
extended Due Diligence Period, the Parties agreed to several
amendments to the PSA, including a reduction of the purchase price
to $9.5 million, with the $500,000 reduction being allocated to the
Waterpark parcel (Parcel 1) since the price reduction was a direct
result of the JEM Report which noted various Waterpark repairs,
including significant deferred maintenance, that JEM believed the
Buyer would need to fund to operate the Waterpark. These
agreements are memorialized in the PSA Amendment, which has an
Effective Date of Sep. 27, 2019.
In addition to adjusting the Purchase Price, the PSA Amendment to
the PSA serves to further define the Property being sold and sets
forth the Buyer’s allocation of the Purchase Price as to each
portion of the Property as follows:
Tax ID/Asset Use Parcel # Allocation
------------ ---- -------- ----------
R4423-TBD (east) Space Building 1 $3,300,000
R4423-0600 (west) Waterpark/Lodge/Vineyard 1 $2,000,000
R4423-0400 Farmland 5 $1,570,000
R4423-1400 Vineyard/Farmland 4 $1,600,000
R4423-1301 Farmland/Hotel 3 $ 350,000
R4423-0800 Vineyard/Farmland 2 $ 40,000
Canso PBY 5-A Aviation Museum N/A $ 150,000
Cassutt Racer Aviation Museum N/A $ 10,000
Ryan NYP - Spirit Aviation Museum N/A $ 75,000
of St. Louis
FW-190A Replica Aviation Museum N/A $ 75,000
JN4 Curtis Aviation Museum N/A $ 10,000
Ryan ST3KR #2161 Aviation Museum N/A $ 70,000
Douglass DC-3A, N16070 Aviation Museum N/A $ 150,000
Other Personal Propty. Space Museum/Waterpark N/A $ 100,000
Totals $9,500,000
In evaluating the Buyer's allocation of the Purchase Price, the
Trustee considered, among other things, the Buyer's Purchase Price
allocation set forth and the valuation and allocation provided to
him by JLL on the five land parcels. A comparison of these
allocations, using the Purchase Price of $9.5 million for the
Property would be $8.86 million of which is attributable to the
Land. Based on this information, the Trustee determined that he
would enter into the PSA Amendment.
The sale of the Property as set forth in the Agreement is subject
to Court approval, is subject to higher and better offers, and is
AS IS, WHERE IS with no representations or warranties other than
those expressly set forth in the Agreement. In the event of a
higher and etter offer that becomes a winning bid, the Agreement
provides for a break-up fee to the Buyer, which is discussed in
great detail in Section II.
Finally, the sale of the Property set forth in the Agreement
requires the Trustee to provide the Buyer exclusive possession of
the Land at closing of the sale, which the Trustee will be able to
facilitate as a result of the Museum Settlement.
The Trustee is asking to sell the Property free and clear of all
liens, encumbrances, and interests.
A UCC search for McMinnville shows that there are three UCC-1
statements filed that may apply to the Personal Property: (a) a
UCC-1 listing the Museum as a secured party, filed on Dec. 27,
2017; (b) a UCC-1 listing Moss Gregory as the secured party filed
on Feb. 5, 2018; and (c) a UCC-1 listing Yamhill County as the
secured party filed on July 20, 2018.
A UCC search for TFEC shows that there are three UCC-1 statements
filed against TFEC that may apply to the Personal Property: (a) a
UCC-1 listing Corporation Service Co., as Representative, as the
secured party, filed on Jan. 16, 2018, (b) a UCC-1 listing GTR
Source LLC as the secured party, filed on Jan. 24, 2018, and (c) a
UCC-1 listing GTR Source, LLC as the secured party, filed on July
13, 2018.
Additionally, the Trustee conducted lien searches on the aircraft
identified as Personal Property in the Agreement. Gregory Steven
Moss has filed notices of an interest in the Douglass DC-31A-S1C3G
and the Canso PBY 5-A, related to his asserted claim in the amount
of $259,375.
Notice of the Motion will be provided to all parties noted who have
asserted interests against the Personal Property.
Based on the Preliminary Report issued by First American Title Co.
obtained in conjunction with the proposed sale, the Trustee has
determined that the following liens and interests are asserted
against the Land, or certain of the five parcels of the Land:
(a) A Deed of Trust recorded Aug. 16, 2016 in favor of Scott
A. Gould, a single man, in the principal amount of $2.2 million
(Parcel 1 and a portion of Parcel 4);
(b) A Deed of Trust recorded Dec. 21, 2016 in favor of Union
Home Loan in the principal amount of $3 million (Parcels 1, 2, and
4);
(c) A Deed of Trust recorded Nov. 27, 2017, in favor of
Elizabeth Pia Barth, in the principal amount of $100,000 (Parcels
1-4);
(d) A Deed of Trust recorded Nov. 27, 2017, in favor of Norman
Rousseve, in the principal amount of $100,000.00 (Parcels 1-4);
(e) A Deed of Trust recorded Nov. 27, 2017, in favor of Albert
Anthony Perencin, Trustee of the Albert Anthony Perencin Revocable
Trust, in the principal amount of $150,000 (Parcels 1-4);
(f) A Deed of Trust recorded Nov. 27, 2017, in favor of Jean
Kempner, in the principal amount of $100,000 (Parcels 1-4);
(g) A Deed of Trust recorded Dec. 15, 2017, in favor of Meilin
Liu, an individual and AmeriAsian Funding, LLC, in the principal
amount of $3,026,745 (Parcels 1-5);
(h) A Deed of Trust recorded Jan. 31, 2018 in favor of Walter
R. Stickel, an individual and Walt Stickel Bod. & Frame Shop Inc.,
in the principal amount of $2,209,117 (Parcels 1-5);
(i) A Deed of Trust recorded Jan. 31, 2018, in favor of Brent
Davies Pulley, an individual and Brent D. Pulley DMD LTD, in the
principal amount of $1,020,900 (Parcels 1-5);
(j) A County Tax Warrant recorded July 3, 2018, in the
principal amount of $13,957; and
(k) Estimated taxes in the amount of $1,187,165.
Notice of the Motion will be provided to all the parties noted who
have asserted interests against the Land.
To ensure that the highest and best price for the Property is
obtained, the sale of the Property to the Buyer is subject to
higher and better offers, with the Buyer's offer serving as a
stalking horse bid. As part of making the sale subject to higher
and better offers, the Trustee is proposing certain procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 31, 2019 at 4:00 p.m. (MT)
b. Initial Bid: An amount that is higher and better than the
offer memorialized in the Agreement
c. Deposit: $150,000
d. Auction: Any auction of the Property will be conducted by
the Trustee on Nov. 4, 2019 at 10:00 a.m. (MT) at the offices of
Dorsey & Whitney LLP, 111 South Main Street, Suite 2100, Salt Lake
City, Utah 84111. In the event of an auction, no offer will be
deemed to be a winning bid unless the person making the offer has
submitted a Qualified Offer prior to the Bid Deadline, and the
person attends the auction in person or by telephone. Arrangements
may be made to attend telephonically.
e. Bid Increments: TBD
f. The Buyer is a stalking horse bidder, and pursuant to the
Agreement, in the event of a higher and better offer, a Break-Up
Fee of 3% of the purchase price obtained at auction applies.
Assuming that the Motion is granted and the Court approves the
Agreement and sale of the Property, the Trustee is asking authority
to disburse the gross sale proceeds obtained by the sale. The
Trustee intends to pay all ordinary and customary closing costs,
including JLL's commission, which will be limited to 3% of $8.86
million, which is the portion of the Purchase Price allocated to
the sale of the Land. The Trustee will also pay outstanding real
property taxes.
The Trustee also intends to pay all holders of undisputed secured
claims from the net sale proceeds to the extent there is sufficient
equity in the respective collateral to do so. To the extent that
there are disputes with claims asserted by secured claimholders,
the Trustee will hold the net sale proceeds attributed to that
claimant's collateral in reserve pending a determination as to the
allowance of the claimant's secured claim.
Finally, the Debtor asks waiver of the 14-day stay set forth in
Bankruptcy Rule 6004(h).
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Falls_Event_573_Sales.pdf
The Purchaser:
MCMINNVILLE PROPERTIES, LLC
Attn: Eric Jamieson
2121 Front Street NE
Salem, OR 97301
E-mail: eric@ewjlawfirm.com
The Purchaser is represented by:
Hilary Barber, Esq.
JAMIESON LAW FIRM
2121 Front Street NE
Salem, OR 97301
E-mail: hilary@ewjlawfirm.com
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.
Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC,
as restructuring advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee. DORSEY &
WHITNEY LLP is the Trustee's counsel.
On April 30, 2019, the Court appointed Jones Lang Lasalle Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker
for the Trustee.
FISHING VESSEL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 cases of Fishing Vessel Owners
Marine Ways and Seattle Machine Works Inc.
About Fishing Vessel Owners Marine Ways
and Seattle Machine Works
Fishing Vessel Owners Marine Ways, Inc. --
https://www.fishingvesselowners.com/ -- and affiliate Seattle
Machine Works, Inc., are a full service shipyard and machine shop
located in the heart of Ballard's Fishermen's Terminal. They
specialize in working with steel and wood fishing vessels, tug
boats, house boats, cruise boats and yachts.
Fishing Vessel Owners Marine Ways, Inc. and affiliate Seattle
Machine Works, Inc., sought Chapter 11 protection (Bankr. W.D.
Wash. Case Nos. 19-13502 and 19-13504) in Seattle, Wash., on Sept.
23, 2019. In the petitions signed by Dan Payne, president and
chief executive officer, Fishing Vessel reported $1,238,197 in
total assets and $1,459,312 in total liabilities; and Seattle
Machine reported $339,544 in total assets and $238,234 in total
liabilities. Judge Marc Barreca is assigned the Debtors' cases.
Bush Kornfeld LLP represents the Debtors.
FLEETWOOD ACQUISITION: Has Authority on Interim Cash Collateral Use
-------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Fleetwood Acquisition Corp. and its affiliates
to use the cash collateral of Fixtures Holdings, L.P on an interim
basis.
The Debtors are authorized to use cash collateral in accordance
with the Budget with a permitted variance through the earlier to
occur of such dates: (a) that is five business days following
receipt of a notice of the continuing occurrence of a Termination
Event; (b) Jan. 31, 2020; and (c) the effective date of a plan of
reorganization or liquidation for the Debtors.
The Debtors are indebted and liable to the Lender -- Fixtures
Holdings, L.P -- pursuant to that certain Revolving Credit and Term
Loan Agreement. As of the Petition Date, there is at least
$51.259.427 in principal and interest outstanding under the
Prepetition Credit Agreement due and owing to Lender. The
Prepetition Debt is secured with valid, binding, enforceable,
non-avoidable, properly perfected first priority liens on
substantially all assets of Grantor Debtors -- Fleetwood
Acquisition Corp. and High Country Millwork.
As adequate protection for any use or diminution in the value of
the Lender's interest in the prepetition collateral (including the
cash collateral):
(A) The Debtors will comply with the Budget and will not make
any disbursements other than Budget, subject to a weekly variance
not to exceed 15% of the budgeted amounts of total cash
disbursements for such week by category and in the aggregate.
(B) The Debtors will deliver to the Lender a weekly variance
report setting forth Budget-to-Actual comparisons for the
immediately prior week.
(C) The Grantor Debtors grant the following replacement and
additional security interests and liens to the Lender, subject only
to the Carve Out: (i) a valid, binding, continuing, enforceable,
fully perfected, first-priority senior priming security interest in
and lien on the prepetition collateral and all other now-owned and
hereafter-acquired real and personal property of the Grantor
Debtors, including, without limitation, all prepetition and
postpetition property of the Grantor Debtors' estates, and the
proceeds, products, offspring, rents and profits thereof; and (ii)
a valid, binding, continuing, enforceable, fully perfected junior
lien on and security interest in all prepetition collateral and all
postpetition property of the Grantor Debtors, whether now existing
or hereafter acquired, subject to valid, perfected, and unavoidable
Prepetition Permitted Liens, if any.
(D) The Grantor Debtors also grant the Lender, an allowed
superpriority administrative-expense claim against each of the
Debtors on a joint and several basis with priority over any and all
other administrative-expense claims against the Debtors now
existing or hereafter arising in these chapter 11 cases or any
successor case, including all claims of the kind specified under
sections 503(b) and 507(b) of the Bankruptcy Code, to the extent
that other adequate protection granted to the Lender does not
adequately protection against any diminution of value of the
Lender's interest in the prepetition collateral.
A final hearing on the Debtor's continued use of cash collateral is
scheduled to take place on Nov. 26, 2019 at 2:00 p.m. (ET).
Objections are due no later than Nov. 19.
A copy of the Cash Collateral Motion is available for free at
http://bankrupt.com/misc/deb19-12330-27.pdf
Fleetwood Industries, Inc. (d/b/a Fleetwood Fixtures) and High
Country Millwork, Inc. -- http://www.fleetwoodfixtures.com/-- are
providers of customized fixtures and displays, with decades of
experience serving a wide variety of customers in the retail and
hospitality industries.
Three Fleetwood affiliates concurrently sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case Case
No. 19-12330) on Nov. 4, 2019. The petitions were signed by CRO
Octavio Diaz. At the time of the filing, Fleetwood Acquisition was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities. Judge Kevin Gross is
assigned to the case.
The Debtors retained BAYARD, P.A. as bankruptcy counsel; and
BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO as claims and
noticing agent.
FOURTEENTH AVENUE: Judge Signs Agreed Final Cash Collateral Order
-----------------------------------------------------------------
Bankruptcy Judge Marci B. McIvor inked his approval to the terms of
the Final Order agreed upon by Fourteenth Avenue Cartage Company,
Inc. and Chemical Bank for the use of cash collateral in settlement
of the Bank's objections.
The Debtor may use cash collateral to pay ordinary course business
costs and expenses, non-ordinary course business costs and expenses
that may be approved by the Court in a separate order, and payments
relating to Debtor's Chapter 11 case, including payment of
professional fees (subject to Court approval) and the U.S.
Trustee's fees.
The Debtor's authority to use cash collateral, unless extended by
agreement with the Bank or by Court order, will terminate on the
earlier of (i) Jan. 31, 2020, (ii) conversion or dismissal of the
bankruptcy case, or (iii) appointment of a Chapter 11 trustee.
The Debtor is authorized and directed to make the Adequate
Protection Payments to the Bank in the amount of $17,500 per month
until: (i) payment in full of Debtor's obligations to Chemical
Bank, (ii) the effective date of a confirmed plan of
reorganization, (iii) waiver by the Bank of the requirement to make
adequate protection payments, (iv) entry of an order providing for
a modification in adequate protection payments, or (v) entry of an
Order terminating the authority to use cash collateral.
The following Adequate Protection has also been approved:
(a) The Debtor must maintain accounts receivable (aged less
than 90 days and netted out against any customer prepay deposit)
and cash, equal to or greater than $1,600,000. If the Debtor's
Cash/Receivable Floor decreases to an amount less than $1,800,000,
the Bank may move on an expedited basis for an Order terminating
use of cash collateral and the Debtor will not use more cash
collateral during the following week than the amount of invoicing
reported for the prior week on the Debtor's Billing Activity
Report. To the extent that the Debtor's Cash/Receivable Floor
decreases to an amount less than $1,600,000, the Debtor's right to
use Cash Collateral under the Order will automatically terminate
and the Debtor will have no further authority to use cash
collateral unless otherwise ordered by the Court.
(b) Replacement Liens are granted to the Bank, and any other
secured creditor with an interest in Debtor's cash collateral, in
all Debtor's post-petition acquired assets to the same extent, and
with the same validity and priority, as each creditor's prepetition
liens and security interests. The Replacement Liens will attach
only to the categories of assets to which each secured creditor's
pre-petition liens attached, and will not attach to any avoidance
actions (or their proceeds) arising under Chapter 5 of the
Bankruptcy Code. The replacement security interests and liens
granted to the Bank as adequate protection will be evidenced by the
Court's order and will be deemed to be valid and perfected as
against all third parties upon entry of the Court's order.
(c) The Debtor will grant Bank access to Debtor's business
records for inspection upon reasonable notice.
(d) The Debtor will maintain insurance coverage for its
property in accordance with the requirements of the U.S. Trustee.
(e) The Debtor will provide the Bank with an Accounts
Receivable Aging Report weekly.
(f) The Debtor will provide Bank with an accounts payable
aging report weekly.
(g) The Debtor will provide the Bank with an updated weekly
projection, in a format similar to that used historically by the
Debtor and provided to the Bank pre-petition, including actual
results for all prior time periods and updated for upcoming time
periods on a weekly basis.
(h) The Debtor will provide Bank with an internally prepared
balance sheet and profit and loss statement weekly.
(i) Beginning for the week ending Oct. 11, 2019, the Debtor
will provide the Bank with a Billing Activity Report for the prior
week that shows invoicing equal to or greater than $275,000 for the
prior week.
(j) The Debtor will report to the Bank any material change in
its business relationship with FCA US LLC, to the extent that the
changes cumulatively are expected to reduce anticipated billings by
10% or more per week.
(k) The Debtor will maintain its debtor-in-possession accounts
at Chemical Bank and maintain the accounts in conformance with U.S.
Trustee requirements.
A copy of the Final Order is available for free at
https://tinyurl.com/yg4egt33 from Pacermonitor.com
About Fourteenth Avenue Cartage Co.
Fourteenth Avenue Cartage Company, Inc. --
http://www.fourteenth.com/-- is a trucking company in Dearborn,
Michigan. It provides intermodal, truck load, and cross-border
deliveries across Michigan, Ohio, Ontario, Indiana, Illinois and
Wisconsin. The Company owns and operates fleet includes over 75
tractors and over 500 trailers, including a variety of intermodal
chassis and containers.
Fourteenth Avenue Cartage Company, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
19-54128) on Oct. 3, 2019. In the petition signed by its chief
operating officer, James V. Ryan, the Debtor was estimated to have
assets and debt of less than $10 million. The Hon. Marci B. McIvor
is the case judge. The Debtor is represented by WERNETTE HEILMAN
PLLC.
The U.S. Trustee for Region 9 on Oct. 31, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Fourteenth Avenue Cartage Company, Inc.
FREDERICK REICHLE: Selling All Real Property Holdings & Assets
--------------------------------------------------------------
Frederick Reichle asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to authorize the sale of all the real
estate holdings and assets held by Timberline Four Seasons Resort
Management Co.; Herz, Herz, & Reichle Inc. ("HHR"); and Frederick
A. Reichle; as well as the operating company of Long Run Realty,
Inc., to Timberline Land Holding Co., LLC for $2.5 million, subject
to higher and better offers.
Reichle is the co-founder and majority owner of the three corporate
entities: (i) Timberline Resort; (ii) HHR; and (iii) Long Run,
doing business as Timberline Four Seasons Realty. All the three
Corporate Entities revolve around Timberline Ski Resort in Tucker
County, West Virginia.
TFSR is a management company that operates a ski resort including
winter and summer season activities, Timber's Inn Hotel, and the
Bunkhouse. HHR is a real estate holding company that owns
substantial real estate assets of over 200 acres including, (i) the
entire mountain used in Timberline's resort/ski operations except
for a small area currently leased from the USDA Forest Service,
(ii) area at the base of the mountain on which the lodge,
Timber’s Inn Hotel, and Bunkhouse are located, and (iii) other
valuable plots of land in Tucker County, West Virginia which are
close to the mountain. Long Run is a real estate company that
earns commissions on sales of HHR residential property plots and
provides other realty / vacation rental services in Canaan Valley.
Separate from the real estate owned by HHR, Reichle owns an
additional number of valuable plots of land which surround or are
near the mountain. The most notable of which is a 222 acre plot of
land which is directly adjacent to the mountain (western side of
the mountain) and which provides significant development potential
for buyers (e.g. further development of the resort and/or
additional residential properties).
Specifically, the Corporate Entities own real property located at
2169 Crestwald Terrace, Warrington, PA, also known as Parcel #
50-24-48 ("Parcel A"). The Debtor, jointly with the Corporate
Entities, also own real property located adjacent to Valley Square
Boulevard, Warrington, Pennsylvania, also known as Parcel 50-33-11
("Parcel B").
An official committee of unsecured creditors was appointed by the
Office of the United States Trustee on June 14, 2019 in the HHR
case.
On Oct. 7, 2019, the Corporate Entities secured a Letter of Intent
to purchase all real estate holdings and assets held by Timberline
Resort; HHR; and Frederick A. Reichle; as well as the operating
company of Long Run. The Letter of Intent was negotiated at
arms'-length by the Corporate Entities' retained investment banker,
Griffin Financial Group, LLC, and the Buyer for $2.5 million. A
formal asset purchase agreement will be executed prior to the
hearing on the Corporate Entities' proposed bid procedures.
Closing under the sale may be as early as 15 days after the entry
of an Order approving the Corporate Entities' Sale Motion and after
Nov. 15, 2019, which is the date the Buyer's due diligence period
expires.
The Break-Up Fee and/or the Expense Reimbursement in the case is
$75,000, calculated as 3% of the Purchase Price provided by the
Buyer pursuant to the Letter of Intent. The Letter of Intent
contemplates the sale of the Property to the Buyer for the Purchase
Price. The Buyer is unrelated to the Debtor or any of the
Corporate Entities, or their respective affiliates, officers, or
agents. There are no current agreements, understandings, or
arrangements, formal or informal, oral or written, promising any
such transaction or future employment. The Debtor intends to
negotiate and finalize an asset purchase agreement prior to the Bid
Procedures Hearing requested herein and submit the same for
approval.
The Debtor will amend his Plan setting forth the manner and amount
of the distribution of the sale proceeds to the Debtor's creditors.
The Letter of Intent was actively negotiated by the Corporate
Entities and the Investment Bankers. The Buyer agrees to purchase
the Property in an "as is / where is: condition.
The Debtor avers that, with the sale of the Property, as set forth
in the Letter of Intent and eventual asset purchase agreement, the
contemplated sale provides the best-case scenario for a reasonable
payment to their creditors and estate as a whole.
The Debtor also asks to sell the Property subject to higher and
better offers and under the Court's authority to continue to market
the Property and solicit bids pursuant to certain written
procedures in order to entertain higher and better offers and
confirm the highest and best offer at the auction. At the
direction of the Court, the Debtor incorporates into the Motion the
proposed Bidding Procedures and requested relief filed in the
related matter: In Re: Herz, Herz & Reichle, Inc., Chapter 11, Case
No.: 19-12771 (JKF), which are scheduled for hearing in front of
the Bankruptcy Court in the corporate chapter 11 case on Nov. 20,
2019. Once approved, the Bidding Procedures will be applicable to
the case.
By the Motion, pursuant to section 363 of the Bankruptcy Code, the
Debtor asks the entry of an order at the Sale Hearing, which is to
be held on Oct. 23, 2019 at 1:00 p.m., approving the sale of the
Property free and clear of liens, claims, encumbrances and
interests. The order requested by the Debtor, as well as the
reasons and authority for the entry thereof, are discussed in
detail in the Motion.
The Debtor submits that any monies from the Sale be used first to
satisfy any secured creditors of the assets set forth to be
purchased in the Asset Purchase Agreement and Administrative
Creditors. The remaining proceeds, after satisfaction of secured
creditors and administrative creditors, will be allocated by
further Order of the Court.
The Debtor specifically asks authority, through the Motion, to
assign certain executory contracts to the Buyer. The Buyer will
cure any outstanding obligations of any of the executory contracts
of the Debtor, which it chooses to have assumed and assigned. The
cost to assume the executory contracts will be in addition to the
Purchase Price and be the responsibility of the Buyer.
The Debtor believes that the prompt sale of the Property, as
proposed, is in the best interests of the creditors and the estate.
The Debtor believes that the Purchase Price is fair and reasonable
under the circumstances.
Finally, the Debtor asks a waiver of the stay as provided under
Rule 6004(b) to allow for a closing within the 14-day period
referenced in Rule 6004(h).
Counsel for the Debtor:
Thomas D. Bielli, Esq.
Kathleen J. Seligman, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Telephone: (215) 642-8271
E-mail: tbielli@bk-legal.com
kseligman@bk-legal.com
Frederick A. Reichle filed a voluntary petition for relief pursuant
to chapter 13 (Bankr. E.D. Pa. Case No. 19-12762-JKF) on April 30,
2019.
FRIENDSWOOD COMMERCIAL: Selling Friendswood Property for $836K
--------------------------------------------------------------
Friendswood Commercial, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of approximately
2.8 acres of developed commercial land situated in the Friendswood
Trails subdivision in the City of Friendswood, Galveston County,
Texas, more particularly described as ABST 184 M Sloan Survey TR
15-2, to George W. Browne, MD or his Assigns for $836,352.
The Debtor acquired the Property for the purposes of developing and
constructing a commercial development.
The following creditors have valid, perfected liens against the
Property: (i) Texas Gulf Bank in the approximate amount of $5.4
million; (ii) Angel Brothers Construction in the approximate amount
of $434,744; (iii) Texaclean Services, LLC in the approximate
amount of $29,339; and (iv) C-Bar Contractors, Ltd. in the
approximate amount of $37,208.
The obligation owed to Texas Gulf Bank arose from a financing
agreement and is perfected by a deed of trust filed with the
Galveston County property records. The Texas Gulf Bank loan is
cross-collateralized with real property owned by FT/R, LLC, an
entity with a Chapter 11 pending before the Court under Case No.
19-80176. FT/R, LLC has received the Court's consent to sell its
property under an Order issued on Sept. 30, 2019. The Texas Gulf
Bank lien will be paid in full from the sale of the FT/R, LLC
property.
The obligation owed to Angel Brothers Construction arose from
services rendered by Angel Brothers Construction to the Debtor and
FT/R on their respective properties and is secured by a
pre-Petition mechanic and materialman’s lien. The secured claim
of Angel Brothers Construction will be paid in full from the sale
of the FT/R, LLC property.
The obligation owed to Texaclean Services, LLC arose from services
rendered by Texaclean Services, LLC to the Debtor and FT/R on their
respective properties and is secured by a pre-Petition mechanic and
materialman's lien. The secured claim of Texaclean Services, LLC
will be paid in full from the sale of the FT/R, LLC property.
The salient terms of the Contract for Sale are:
a. The buyer is George W. Browne, MD. Browne is an
individual seeking to construct a commercial medical practice
building in the Friendswood, Texas community. To the best of the
Debtor's knowledge, Browne is unrelated to the Debtor, its
creditors, or any party in interest.
b. The Buyer has obtained the required financing for payment
of the Purchase Price. The Debtor will receive the Purchase Price
in full at closing.
c. Browne has deposited $10,000 in earnest money with Excel
Title Co.'s Friendswood, Texas office.
d. Browne has completed his due diligence and is ready to
proceed with closing.
e. At closing, the following secured debts will be paid: (i)
C-Bar Contractors, Ltd. in the approximate amount of $37,208; and
(ii) pro-rated real property ad valorem taxes for the current tax
year.
The secured claims of Texas Gulf Bank, Angel Brothers Construction,
and Texaclean Services, LLC will be paid from the sale of real
property pursuant to the Sept. 30, 2019, Order entered in Case No.
19-80176 filed by FT/R, LLC. Though the anticipated closings of
the Debtor and FT/R, LLC may occur simultaneously, the sale of the
Property contemplated by the Debtor in the case will not close any
earlier than the closing of the FT/R, LLC sale. As such, the
Debtor anticipates all secured obligations other than C-Bar
Contractors, Ltd. and the real property ad valorem taxes will be
satisfied in full at the anticipated October 2019, closing on the
sale of the real property owned by FT/R, LLC.
The Debtor intends to pay the secured obligations of C-Bar
Contractors, Ltd. in the approximate amount of $37,208 at the
closing of the sale of the Property. At closing, the Debtor also
intends to pay its pro-rata portion of the ad valorem tax claims
held against the Property. All taxing authorities will retain
their respective lien rights against the Property until all such
claims are
paid.
There are approximately $555,541 in general unsecured claims
pending against the Estate. The Debtor believes that, in light of
the secured obligations satisfied through the FT/R, LLC sale, the
Purchase Price will generate sufficient funds to pay all unsecured
claims in full.
The Debtor believes that the proposed sale of the Property is in
the best interest of the Debtor and its creditors as receipt of the
Purchase Price will enable the Debtor to pay all creditors in full.
While the Debtor anticipates paying the unsecured claims in full,
the Motion does not ask authority to pay any unsecured claims at
this time. The net proceeds received at closing will be held by
the Debtor for distribution to all unsecured creditors through a
confirmed Plan of Reorganization.
The Debtor believes that granting this Motion is in the best
interest of the estate as it permits the estate to realize the
maximum value for the Property, coupled with the greatest certainty
that the sale will be consummated and all creditors paid in full.
A hearing on the Motion is set for Nov. 8, 2019, at 9:30 a.m.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Friendswood_Commercial_33_Sales.pdf
About Friendswood Commercial
Friendswood Commercial, LLC, classified its business as single
asset real estate (as defined in 11 U.S.C. Section 101(51B)).
Friendswood Commercial sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-80177) on June 3,
2019. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Jeffrey P. Norman. The
Debtor is represented by Waldron & Schneider, L.L.P.
GATE 3 LIQUIDATION: Trustee Taps Terry A. Dake as Legal Counsel
---------------------------------------------------------------
Dale Ulrich, the Chapter 11 trustee for Gate 3 Liquidation, Inc.,
seeks authority from the U.S. Bankruptcy Court for the District of
Arizona to retain Terry A. Dake, Ltd. as its legal counsel.
The trustee requires the counsel to:
a. give legal advice with respect to the powers and the duties
of the trustee in the operation of the estate and the collection
and management of the property of the estate;
b. prepare on behalf of and to assist the trustee in the
preparation of necessary applications, answers, orders, reports and
other legal documents;
c. perform all other legal services for the trustee as he
requires and as are necessary to this proceeding.
TAD will charge $350 per hour for the services rendered by its
attorneys.
Terry A. Dake assures the court that the firm represents no
interest adverse to the debtor, the trustee or the estate in the
matters upon which TAD is to be employed by the trustee.
The firm can be reached through:
Terry A. Dake, Esq.
TERRY A. DAKE, LTD.
20 E. Thomas Rd., Suite 2200
Phoenix, AZ 85012-3133
Tel: (602) 710-1005
Email: tdake@cox.net
About Gate 3 Liquidation, Inc.
Gate 3 Liquidation, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12041) on Oct 2, 2018.
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 has been assigned to Judge Brenda K. Martin. The Debtor is
represented by D. Lamar Hawkins, PLLC.
GFL ENVIRONMENT: Moody's Confirms B3 CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service confirmed GFL Environmental Inc.'s
ratings, including its B3 corporate family rating, its B3-PD
probability of default rating, the B1 rating on its senior secured
term loan and the Caa2 rating on its senior unsecured notes. The
outlook was changed to stable from rating under review. This
concludes Moody's review of the ratings initiated on October 25,
2019.
The change in outlook to stable follows GFL's announcement that it
has canceled its initial public offering and will no longer be
reducing its nearly C$6 billion (equiv.) in outstanding debt from
some of the IPO proceeds. Moody's expects that the leverage will
remain elevated at close to 7x. Moody's also believes that GFL will
continue to implement its acquisition growth strategy and pursue
future growth opportunities through the issuance of additional debt
and/or future equity injections from its private equity owners.
Confirmations:
Issuer: GFL Environmental Inc.
Corporate Family Rating, confirmed at B3
Probability of Default Rating, confirmed at B3-PD
Senior Secured Term Loan, confirmed at B1 (LGD2)
Senior Unsecured Notes, confirmed at Caa2 (LGD5)
Outlook Actions:
Issuer: GFL Environmental Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
GFL's B3 CFR is constrained by: 1) its aggressive acquisition
growth strategy; 2) Moody's expectation that leverage will be
sustained above 6x in the next 12 to 18 months (about 7x pro forma
for FY2019E); 3) the short time frame between acquisitions and the
potential for integration risks; 4) lack of a track record and
opacity of organic growth; and 5) GFL's ownership by private
equity, which hinders deleveraging. However, GFL benefits from: 1)
the company's diversified business model; 2) high recurring revenue
supported by long term contracts; 3) its good market position in
the stable Canadian and US non-hazardous waste industry; 4) EBITDA
margins that compare favorably with those of its investment grade
rated industry peers; and 5) good liquidity.
GFL has good liquidity. Sources total approximate C$1 billion
compared to about C$35 million of term loan amortization over the
next 12 months. GFL had cash of about C$210 million (June 2019),
about C$600 million available under its C$628 million and $40
million revolving credit facilities, both due August 2023, and
Moody's expected free cash flow of about C$170 million over the
next 12 months to June 2020. Moody's expects a significant portion
of the company's liquidity to be used to fund future acquisitions.
GFL's revolver is subject to leverage and coverage covenants, which
Moody's expects will have at least a 10% cushion over the next four
quarters. GFL has limited flexibility to generate liquidity from
asset sales as its assets are encumbered.
The stable outlook reflects Moody's view that GFL will maintain
stable margins and good liquidity while integrating newly-acquired
businesses in the next 12 to 18 months.
The ratings could be upgraded if GFL demonstrates consistent and
visible organic revenue growth, maintains good liquidity and
sustains adjusted debt/EBITDA towards 5.5x (about 7x pro forma for
FY2019E) and EBIT/Interest above 1.5x (0.9x pro forma for FY2019E).
The ratings could be downgraded if liquidity weakens, possibly
caused by negative free cash flow, if there is a material and
sustained decline in margins due to challenges integrating
acquisitions or if adjusted Debt/EBITDA is sustained above 8x (pro
forma 7x).
Environmental risks considered material are the various regulations
and requirements that GFL is subjected to for the collection,
treatment and disposal of waste. GFL has a long track record of
adhering to the requirements for the proper handling of the waste
materials encountered.
The governance considerations Moody's makes in GFL's credit profile
include the private-equity ownership and the potential for an
aggressive capital structure in comparison to public corporations.
Moody's also considered GFL's track record of completing
debt-financed acquisitions for the expansion of its business as
well as the management team's experience in the successful
integration of the businesses.
GFL Environmental Inc., headquartered in Toronto, is a privately
owned company that provides waste collection, treatment and
disposal solutions and soil remediation services to municipal,
industrial and commercial customers in Canada and the U.S. Pro
forma for acquisitions, annual revenue exceeds C$3 billion.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.
GFL ENVIRONMENTAL: S&P Affirms 'B' Long-Term ICR; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on GFL Environmental Inc.,
including its 'B' long-term issuer credit rating after the company
cancelled its IPO launched Oct. 23, and removed the ratings from
CreditWatch with positive implications.
S&P believes the IPO was cancelled because GFL shareholders and
prospective investors could not agree on the valuation of the
company. S&P had expected the IPO to result in adjusted
debt-to-EBITDA declining by more than two turns, to at or below 6x,
which supported the rating agency's placement of the ratings on
CreditWatch with positive implications Oct. 31, 2019.
With the IPO now cancelled, S&P expects adjusted debt-to-EBITDA of
7.0x-9.0x and adjusted EBITDA interest coverage in the low-2x area
over the next couple of years, similar to what the rating agency
had forecast before the IPO launched. In S&P's view, these credit
measures are not commensurate with a higher rating. The rating
agency believes the company could revisit an IPO, but that one is
unlikely to close within the next 90 days and S&P's base-case
scenario assumes GFL does not raise any new equity.
The stable outlook reflects S&P's expectation that GFL will
continue to expand its operating breadth through acquisitions that
the rating agency expects will be primarily debt-funded. S&P
forecasts adjusted debt-to-pro forma EBITDA to remain above 6.5x
and adjusted EBITDA interest coverage to be in the low-2.0 area
over the next couple of years.
"We could lower our ratings on the company within the next 12
months if adjusted EBITDA interest coverage falls below 2x. In our
view, this could result from poor execution of integrating
acquisitions, volume and pricing pressure from tough market
conditions, or operating inefficiencies that contribute to
weaker-than-expected earnings and cash flow," S&P said.
"We could raise our ratings on GFL within the next 12 months if
adjusted debt-to-pro forma EBITDA approaches 6x while the company
maintains adjusted EBITDA interest coverage well above 2x. In this
scenario, we would expect GFL to generate positive annual free
operating cash flow and see a lower likelihood that the company
could enter material acquisitions that return leverage well above
6x," the rating agency said.
GOLDCUP HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Goldcup
Holdings Inc., the holding company and parent of Philadelphia-based
global software-enabled clinical research solution provider
eResearch Technology Inc. (ERT).
The rating action comes after Astorg agreed to acquire a 41% stake
in ERT. The company's existing majority owner, Nordic Capital, will
reinvest in the company from a new fund and hold a 41% stake.
Meanwhile, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's first-lien senior secured credit
facilities, which comprise a revolver (unfunded at close) and a
term loan.
S&P's rating on Goldcup reflects its small scale and specialized
focus on providing eCoa, imaging, cardiac safety, and respiratory
services to large pharma companies and contract research
organizations (CROs) for clinical trials. The rating also
incorporates the company's moderate customer concentration (its top
two customers account for 15% of its revenue, albeit across
multiple individual studies), which makes it sensitive to industry,
regulatory, or key customers shifts. The rating also reflects
Goldcup's very high leverage, which S&P expects to be around 9x for
2019, and limited history of generating material free cash flow.
The negative outlook reflects Goldcup's high leverage and the risk
that it will underperform S&P's base-case scenario, which assumes
revenue growth of about 11% in 2020 on strong and improving
bookings and favorable industry dynamics following revenue declines
in 2019 due to platform integration issues. S&P expects strong
growth in the eCOA industry as well as expansion in other areas as
management seeks to grow its new Imaging and Digital Patient
segments. It expects the company to maintain an EBITDA margin of
about 30% in 2020 and produce between $30 million to $40 million of
free cash flow.
"Given Goldcup's recently weak revenue growth trends, we could
consider lowering our rating if the company's revenue growth is
anemic and the improvement in its margins fails to meet our
expectations such that we believe its free cash flow to debt will
fall below 2%," S&P said. This could occur because of integration
issues, a drop in bookings, increasing competition, continued high
restructuring, integration, and transaction costs, or acquisitions
or debt-funded dividends that raise the company's cash interest
expense, according to the rating agency.
"We could consider revising our outlook on Goldcup to stable if the
company demonstrates consistently strong revenue growth and
produces free cash flow of $30 million or more," S&P said.
GOMEZ GLOBAL: Final Cash Collateral Order Entered
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered a final order authorizing Gomez Global LLC to use cash
collateral to fund the continued operation of its business.
The Secured Lenders -- Acme Company, Business Advance Team, Mantis
Funding, and Park Avenue Recovery -- may claim that substantially
all of the Debtor's assets are subject to their respective
Prepetition Liens.
All cash accounts of Debtor and all accounts receivable collections
by Debtor post-petition will be deposited in a separate cash
collateral account, being Debtor's debtor-in-possession account.
The Debtor will account each month to the Secured Lenders for all
funds received.
The proceeds of the Prepetition Collateral and the Postpetition
Collateral will not, directly or indirectly, be used to pay
expenses of the Debtor or otherwise disbursed except for those
expenses and/or disbursements that are expressly permitted in the
Final Order and as shown on the Debtor's Budget. The Debtor is
permitted to pay U.S. Trustee fees incurred during the case. The
Debtor will also maintain insurance on the Secured Lenders'
collateral and pay taxes when due.
The Secured Lenders are each granted valid, binding, enforceable,
and perfected liens co-extensive with the Secured Lenders'
prepetition liens in all currently owned or hereafter acquired
property and assets of the Debtor, of any kind or nature, whether
real or personal, tangible or intangible, wherever located, now
owned or hereafter acquired or arising and all proceeds and
products, including, without limitation, all accounts receivable,
general intangibles, inventory, and deposit accounts coextensive
with their prepetition liens.
As adequate protection for the diminution in value of their
interests, the Secured Lenders are granted replacement liens and
security interests, co-extensive with their prepetition liens.
Such replacement liens granted to the Secured Lenders under the
Final Order are automatically perfected.
A copy of the Final Order is available for free at
https://tinyurl.com/yyhaqtdl from Pacermonitor.com
Gomez Global LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33165) on Sep. 24,
2019. At the time of the filing, the Debtor disclosed assets under
$50,000 and liabilities under $500,000. Judge Harlin Dewayne Hale
is assigned to the case. The Debtor is represented by Joyce W.
Lindauer Attorney, PLLC.
GULFPORT ENERGY: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Gulfport Energy Corporation's
Corporate Family Rating to B2 from Ba3, Probability of Default
Rating to B2-PD from Ba3-PD and senior unsecured notes to B3 from
B1. The Speculative Grade Liquidity Rating remains SGL-3 and the
outlook was changed to negative. This concludes the ratings review
initiated on October 21, 2019.
"We expect Gulfport's financial profile to weaken in the low
natural gas environment due to limited production hedging in 2020,"
commented Elena Nadtotchi, Moody's Vice President - Senior Credit
Officer. "Gulfport cut capital investment to match its reduced
operating cash flow and aims to generate free cash flow and
decrease its reliance on bank funding. The negative outlook
reflects rising financial risks, as we think that the company needs
to reduce the amount of debt it carries given low natural gas
prices."
Downgrades:
Issuer: Gulfport Energy Corporation
Probability of Default Rating, Downgraded to B2-PD from Ba3-PD
Corporate Family Rating, Downgraded to B2 from Ba3
Senior Unsecured Notes, Downgraded to B3 (LGD4) from B1 (LGD4)
Outlook Actions:
Issuer: Gulfport Energy Corporation
Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
Gulfport's B2 CFR reflects Moody's expectation of rising financial
risks and lower operating cash flow generation in the medium term,
given limited protection provided by the company's existing hedging
arrangements. In the low natural gas price environment, the company
needs to reduce the amount of debt, but has limited capacity to
generate free cash flow or generate proceeds from divestment of
assets to materially change its capital structure. Gulfport's share
repurchase program and recent opportunistic small purchases of
2024, 2025 and 2026 bonds, funded by borrowing on 2021 secured bank
facility, add to financial risks and consume liquidity.
In response to weak natural gas prices, Gulfport reduced its
investment and Moody's expects that Gulfport will generate modest
FCF in 2019 and 2020, even as its production is likely to be flat
to lower as the company should retain capital productivity gains
achieved in 2018-2019. The B2 rating is supported by Gulfport's
substantial natural gas weighted production and acreage position in
the Utica Shale in eastern Ohio and the SCOOP play in Oklahoma and
improved cost structure. However, Gulfport's proved developed
reserve life is relatively low compared to close peers.
The negative outlook on the ratings reflects Moody's expectations
of declining production volumes and deteriorating credit metrics in
2020.
The B2 CFR may be downgraded amid weaker liquidity, lack of
proactive management of refinancing requirements or deteriorating
leverage metrics, with RCF/debt at or below 20%. The ratings could
also be downgraded if Gulfport increases secured borrowings or
pursues other transactions that significantly change the mix of its
capital structure between secured and unsecured debt. An upgrade to
B1 could be considered if the company is able to return to credit
accretive growth, with RCF/debt above 30% and LFCR above 1.2x.
Gulfport's senior unsecured notes are rated B3, one notch below the
B2 CFR, because of the significant size of 2021 secured revolving
credit facility in the capital structure. The revolver has priority
claim over assets and cash flows of the company and is secured by
at least 85% of the value of the company's proved mineral interest.
The unsecured notes may be downgraded if the amount or proportion
of secured debt in the capital structure increases.
Gulfport has adequate liquidity which is reflected in the SGL-3
rating. At the end of Q3 2019, Gulfport reported about $10 million
in cash balances and had borrowing availability of $616 million
under its $1.0 billion revolving credit facility that matures in
December 2021. The facility has a borrowing base of $1.4 billion
and elected commitment of $1 billion confirmed in May 2019. Its
terms incorporate several financial covenants, including the
requirement to maintain net debt/EBITDA below 4x and
EBITDAX/Interest above 3x. Moody's will continue to monitor the
performance of the company amid low natural gas price environment.
Taking into account limited hedging of 2020 production volumes,
Moody's notes that the company will need to proactively manage
compliance with financial covenants amid low natural gas prices.
Gulfport's first senior notes maturity is in 2023.
Gulfport is a publicly traded exploration and production company
with principal producing assets in the Utica Shale and SCOOP play
in Oklahoma, and is headquartered in Oklahoma City, Oklahoma.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
HARLEM CROSSINGS: Hires Baum Realty Group as Leasing Agent
----------------------------------------------------------
Harlem Crossings LLC seeks authority from the United States
Bankruptcy Court for the Northern District of Illinois (Eastern
Division) to employ Baum Realty Group, LLC as leasing agent.
As leasing agent, Baum Realty will represent the Debtor on the
negotiation of commercial leases for the Harlem Crossings Shopping
Center.
The firm will charge a commission of $4 per square foot.
Mark Fredericks, the firm's agent who will be providing the
services, assures the court that he is disinterested as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark Fredericks
Baum Realty Group, LLC
1030 W Chicago Ave #200
Chicago, IL 60642
Phone: +1 312-666-3000
About Harlem Crossings LLC
Harlem Crossings LLC holds an equitable interest in Harlem
Crossings Shopping Center located in Frankfort, Illinois.
Harlem Crossings LLC filed a Voluntary Petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
19-28399). In the petition signed by Frank V. Klauck, manager, the
Debtor estimated $5,726,361 in assets and $5,003,095 in
liabilities.
The case is assigned to Judge Jacqueline P Cox.
The Debtor is represented by Roy J Dent at Orr Law, LLC.
HARLEM CROSSINGS: Hires Kenneth Donkel as Special Counsel
---------------------------------------------------------
Harlem Crossings LLC seeks authority from the United States
Bankruptcy Court for the Northern District of Illinois (Eastern
Division) to employ the Law Offices of Kenneth Donkel as special
counsel.
The Law Offices of Kenneth Donkel will handle forcible entry and
detainer matters and miscellaneous compliance issues related to the
Debtor.
The firm will charge its customary hourly rate of $350, plus
reimbursement of expenses.
Kenneth J. Donkel, Esq. assures the court that he is disinterested
as defined in Section 101(14) of the Bankruptcy Code.
The counsel can be reached at:
Kenneth J. Donkel, Esq.
Law Offices of Kenneth Donkel
W. 194th Street, Suite 105
Tinley Park, IL 60487
Phone: +1 815-806-9000
About Harlem Crossings LLC
Harlem Crossings LLC holds an equitable interest in Harlem
Crossings Shopping Center located in Frankfort, Illinois.
Harlem Crossings LLC filed a Voluntary Petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
19-28399). In the petition signed by Frank V. Klauck, manager, the
Debtor estimated $5,726,361 in assets and $5,003,095 in
liabilities.
The case is assigned to Judge Jacqueline P Cox.
The Debtor is represented by Roy J Dent at Orr Law, LLC.
HARLEM CROSSINGS: Hires Sagamore Capital as Loan Broker
-------------------------------------------------------
Harlem Crossings LLC seeks authority from the United States
Bankruptcy Court for the Northern District of Illinois (Eastern
Division) to employ Sagamore Capital Strategies, LLC, as loan
broker.
Sagamore will explore and negotiate potential debtor-in-possession
financing and the refinancing of the debt owed to Elizon DB
Transfer, LLC.
The firm will receive a commission of 2 percent of the loan
amount.
H. Edward Hupp, managing director of Sagamore and the personnel who
will be providing the services, assures the court that he is
disinterested as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
H. Edward Hupp
Sagamore Capital Strategies, LLC
1304 Summit Place
Valparaiso, IN 46385
Phone: (219) 242-8620
About Harlem Crossings LLC
Harlem Crossings LLC holds an equitable interest in Harlem
Crossings Shopping Center located in Frankfort, Ill.
Harlem Crossings LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
19-28399). In the petition signed by Frank V. Klauck, manager, the
Debtor estimated $5,726,361 in assets and $5,003,095 in
liabilities.
The case is assigned to Judge Jacqueline P Cox.
The Debtor is represented by Roy J Dent at Orr Law, LLC.
HARLEM CROSSINGS: Seeks to Hire Dent Law Offices as Legal Counsel
-----------------------------------------------------------------
Harlem Crossings LLC seeks authority from the United States
Bankruptcy Court for the Northern District of Illinois (Eastern
Division) to hire Roy Jackson Dent, III and his firm Dent Law
Offices, Ltd. as its legal counsel.
Harlem requires Dent Law to:
a. advise the Debtor as to its rights, duties and powers as
Debtor in Possession;
b. prepare and file any statements, schedules, plan, and other
documents or pleadings to be filed by the Applicant in this case;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this case
until confirmation; and
d. perform such other legal services as may be necessary in
connection with this case.
Dent Law will charge $300 per hour for time spent by Roy Jackson
Dent and $50 per hour for time spent by paralegals employed by the
attorney.
Roy Jackson Dent, III, attorney at at Dent Law Offices, Ltd.,
assures the court that he is disinterested as defined in 11 U.S.C.
Sec. 101(14).
The firm can be reached at:
Roy Jackson Dent, Esq.
DENT LAW OFFICES, LTD.
415 W. Virginia Ave.
P.O. Box 1633
Effingham, IL 62401
Tel: 217-330-5500
Fax: 866-870-6855
E-Mail: notices@dentlawoffices.com
About Harlem Crossings LLC
Harlem Crossings LLC holds an equitable interest in Harlem
Crossings Shopping Center located in Frankfort, Illinois.
Harlem Crossings LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
19-28399). In the petition signed by Frank V. Klauck, manager, the
Debtor estimated $5,726,361 in assets and $5,003,095 in
liabilities.
The case is assigned to Judge Jacqueline P Cox.
The Debtor is represented by Roy J Dent at Orr Law, LLC.
HOLCOMB ACQUISITIONS: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Holcomb Acquisitions, Inc.
d/b/a Toys & Co.
3110 Northline Avenue
Greensboro, NC 27408
Business Description: Holcomb Acquisitions, Inc., which operates
under the name Toys & Co., is a retailer of
toys, games, hobby, and craft kits.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Middle District of North Carolina (Greensboro)
Case No.: 19-11233
Judge: Hon. Benjamin A. Kahn
Debtor's Counsel: Samantha K. Brumbaugh, Esq.
IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP
100 S. Elm Street, Suite 500
PO Box 3324
Greensboro, NC 27402
Tel: 336-274-4658
Fax: 336-274-4540
E-mail: skb@iveymcclellan.com
Total Assets: $223,359
Total Liabilities: $2,372,587
The petition was signed by Marcus Holcomb, secretary.
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/ncmb19-11233.pdf
HOVNANIAN ENTERPRISES: S&P Lowers ICR to 'SD' on Exchange Offer
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
residential homebuilder Hovnanian Enterprises Inc. (HOV) to 'SD'
(selective default) from 'CCC+' and lowered its issue-level ratings
on the company's 10.5% senior secured notes due 2024 to 'D' from
'CCC' and 10% senior secured notes to 'CC' from 'CCC'. The recovery
rating on the senior notes is unchanged at '5'.
The downgrade of the issuer credit rating and the 10.5% senior
secured notes follows the disclosure that Hovnanian has completed a
partial debt exchange, whereby holders of its 10.5% senior secured
notes due 2024 received newly issued $64.2 million 7.75% 1.125-lien
notes due 2026 and $103.1 million 11.25% 1.5-lien notes due 2026.
These newly issued notes will not be rated. S&P views the exchange
as distressed since the new securities' maturities extend beyond
the original securities and because it believed there was a
realistic possibility of a conventional default before the
exchange, if this entire transaction was not consummated.
IN THE WIND: Pride Buying Four Semi-Trailers for $100K
------------------------------------------------------
In The Wind, LLC, asks authorization from the U.S. Bankruptcy Court
for the Northern District of Alabama to sell the following four
semi-trailers: (i) 2014 Semi-Trailer, VIN 1UYVS253XEM686404, (ii)
2014 Semi-Trailer, VIN 1UYVS2537EM686411, (iii) 2014 Semi-Trailer,
VIN 1UYVS2537EM686408, and (iv) 2014 Semi-Trailer, VIN
1UYVS2538EM686403, to Matt Pride for $100,000 or $25,000 each.
In the opinion of the Debtor, it is in the best interest of the
Estate to sell the Property free and clear of the lien of the Bank,
with said lien to transfer and attach to the proceeds from the sale
of the Property. Said sale is to be conducted as a private sale to
the Purchaser on the terms and conditions stated. The Debtor
represents that it is an arms'-length transaction, and the Debtor
has no family or business connections with the Purchaser and did
not know him before he made the offer.
All net sale proceeds will be paid directly to the Bank at closing
or execution of the sale by either check or wire transfer. The
Bank will execute and provide a release of its lien by execution of
necessary documents and/or release of titles, but only with respect
to the Property and not as to any other Collateral.
The sale of the Property is to be conducted at after entry of a
final Order approving the sale, and is to be held at a date and
location mutually agreed upon by the parties.
The Purchaser:
Matt Pride
I-565 TRAILER SALES
25614 AL Hwy 20
Mooresville, AL 35649
About In The Wind
In The Wind LLC, a refrigerated long-haul trucking company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case No. 19-81991) on July 1, 2019. At the time of the
filing, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. The case is assigned to
Judge Clifton R. Jessup Jr. Collins Law Offices, P.C., is the
Debtor's legal counsel.
INSYS THERAPEUTICS: Disclosure Statement Hearing Moved to Nov. 14
-----------------------------------------------------------------
Attorneys of Insys Therapeutics, Inc. and its affiliated debtors
served a notice disclosing that the hearing on Insys' Disclosure
Statement for its Chapter 11 Plan of Liquidation has been continued
to Nov. 14, 2019 at 1:30 p.m. (prevailing Eastern Time) at the U.S.
Bankruptcy Court for the District of Delaware, 6th Floor, Courtroom
3. The hearing was originally scheduled for Oct. 22, 2019, and has
been continued several times.
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc.
--http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the
asset sales in accordance with Section 363 of the U.S. Bankruptcy
Code.
The Debtors' cases are assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
INTERRA INNOVATION: Allowed to Use Cash Collateral Until Dec. 13
----------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts authorized InTerra Innovation, Inc.'s further use
of cash collateral on an interim basis on the same terms and
conditions as previously allowed through Dec. 13, 2019.
An evidentiary hearing will be held on Debtor's Cash Collateral
Motion on Dec. 13 at 9:30 a.m. Any further submissions relating to
Debtor's further use of cash collateral must be filed by Dec. 11.
A copy of the Order is available for free at
https://tinyurl.com/yfsgph5b from Pacermonitor.com
About InTerra Innovation
InTerra Innovation, Inc. -- http://www.interra-innovation.com/--
is a specialty construction materials company focused on providing
innovative solutions for the design, manufacture, delivery and
installation of products for the construction industry throughout
the United States. It offers mobile mixing, specialty grouting,
thermal grouting, lightweight cellular concrete, and concrete and
specialty pumping.
InTerra sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 19-13469) on Oct. 11, 2019. In the
petition signed by Frederick P. Hooper, president, the Debtor was
estimated to have assets ranging between $1 million to $10 million
and debts of the same range. The Hon. Frank J. Bailey is the case
judge. InTerra tapped Ruberto, Israel & Weiner, P.C., serves as
the Debtor's counsel.
IRON COUNTY HOSPITAL: Proposes Plan of Adjustment
-------------------------------------------------
Debtor Iron County Hospital District, d/b/a Iron County Medical
Center, filed with the U.S. Bankruptcy Court for the Eastern Debtor
of Missouri, Southeastern Division, a Third Amended Disclosure
Statement and Third Amended Plan of Adjustment.
The Debtor expects Allowed Unsecured Claims to total approximately
$1.7 million. The attached revenue and expense projections
anticipate a total distribution on Allowed Unsecured Claims of
$647,000, or some 39% of such claims if they are ruled to be Bond
Expenses. If Class 4 Claims are determined not to be Expenses,
they will be paid in the fifth year of the Plan from Tax Proceeds
to the extent Tax Proceeds are greater than 36 days cash of hand as
of December 15 of the fifth Plan year, projected to be some
$125,000 or approximately 7% of the Class 4 Claims.
Plan distributions on Allowed Unsecured Claims are projected at
$178,000 in year 3, $176,000 in year 4, and $290,000 in year 5 if
they are deemed Expenses. If Class 4 Claims are determined not to
be Expenses, Net Revenues will be paid to the USDA consistent with
Bond terms, which are projected to be $178,000, $176,000, and
$168,000 in Plan years 3 through 5, respectively.
The Plan provides for manageable monthly payments to Medicare and
Medicaid during the five years of the Plan, which will have a
favorable effect on Hospital cash flow and on Plan feasibility.
The Plan provides for payments on Unsecured Claims in Cash from Tax
Proceeds that are not spent on running the Hospital over the five
years of the Plan. The Plan anticipates that potential
Distributions on Class 4 Unsecured Claims will be made through the
Disbursement Agent beginning on the third anniversary of the
Effective Date and on the following anniversaries as soon as
practicable after settlement of the prior fiscal year's Medicare
and Medicaid patient cost reports.
The Plan contemplates that Debtor will remain in operation and
possession of its assets post-confirmation so that Debtor may
perform its obligations under the Plan. The postconfirmation
management of the Debtor will be through the Iron County Hospital
Debtor Board of Directors.
A full-text copy of the Third Amended Disclosure Statement dated
Oct. 24, 2019, is available at https://tinyurl.com/y3dko9tj from
PacerMonitor.com at no charge.
The Debtor is represented by:
DANIEL D. DOYLE, ESQ.
LASHLY & BAER, P.C.
714 LOCUST STREET
ST. LOUIS, MO 63101
About Iron County Medical Center
Iron County Medical Center -- http://www.icmedcenter.org/-- is a
general hospital in Pilot Knob, Missouri. Iron County
MedicalCenter offers professional emergency care services as well
as inpatient and outpatient care services. Iron County Medical
Center, known by many as "The Clinic on the Hill", provides
comprehensive care for many disease processes: diabetes,
hypertension, COPD, asthma, arthritis, allergies; well child
check-ups; well woman check-ups; men's health; sports physicals;
minor injuries; and sick visits.
Iron County Hospital District aka Iron County Hospital, d/b/a Iron
County Medical Center, filed a Chapter 9 petition (Bankr. E.D. Mo.
Case No. 18-10111) on Feb. 21, 2018. In the petition signed by CEO
Joshua E. Gilmore, the Debtor was estimated to have assets at
between $1 million and $10 million and its liabilities at between
$10 million and $50 million.
Daniel D. Doyle, Esq., at Lashly & Baer, P.C., serves as the
Debtor's bankruptcy counsel.
JAMES CANDY: Wockenfuss Candy-Making Equipment for $7.5K
--------------------------------------------------------
James Candy Co. filed with the U.S. Bankruptcy Court for the
District of New Jersey a notice of its private sale of candy making
equipment to Wockenfuss Candy Co. for $7,500.
A hearing on the Motion is set for Nov. 19, 2019 at 10:00 a.m.
The Purchaser:
WOCKENFUSS CANDY CO.
6831 Harford Road
Baltimore, MD 21234
About James Candy Company
James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.
James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities. The Hon.
Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq.,
at Deiches & Ferschmann, serves as bankruptcy counsel to the
Debtor.
LIGHT OF LIFE CHURCH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Light of Life Church.
About Light of Life Church
Light of Life Church, successor in interest to Light of Life
Community Church, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 19-05305) on Oct. 8, 2019.
At the time of the filing, the Debtor was estimated to have assets
of between $100,001 and $500,000 and liabilities of the same range.
The case is assigned to Judge Helen E. Burris. The Debtor tapped
Kimberly Y. Brooks, Esq., as its bankruptcy attorney.
LPL HOLDINGS: S&P Affirms BB+ Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on LPL
Holdings Inc. The outlook remains stable. S&P also assigned its
'BB+' rating to the company's senior secured issuance. At the same
time, S&P assigned its 'BB' issue rating to the company's proposed
senior unsecured issuance.
LPL Holdings Inc. has announced it will issue a $1,070 million
senior secured term loan B and approximately $400 million of senior
unsecured notes to take advantage of the current rate environment.
The company is also upsizing its currently undrawn revolving credit
facility to $750 million from $500 million. The issuance is
currently debt neutral, although S&P expects the company to draw on
the revolving credit facility in the future for certain
acquisitions and other corporate needs.
S&P expects the company to use the proceeds to repay the existing
$1,470 term loan B, further unencumbering the balance sheet and
reducing the amount of priority debt. It rates the company's
unsecured notes one notch below the issuer credit rating because
the amount of priority debt is expected to be greater than 30% of
adjusted assets, and unencumbered assets are greater than unsecured
debt.
The stable outlook reflects S&P's expectation that the firm
continues operating with debt to EBITDA leverage (as defined by the
firm's credit agreement) between 2.0x to 3.0x over the next 12
months. S&P expects the firm to continue repurchasing stock,
issuing cash dividends, and potentially engaging in mergers and
acquisitions over this time. It expects that, despite these cash
outflows, the firm will maintain sufficient excess liquidity at the
parent company.
"We could lower the rating over the next 12 months if the company
returns to more aggressive financial management through increased
leverage of over 3.0x or if excess liquidity at the parent company
diminishes. We could also lower the ratings if LPL's earnings
deteriorate or the company is subjected to new material legislative
or regulatory risks," S&P said.
"While unlikely in the next 12 months, we could raise the rating in
the longer term if the firm commits to operating at a leverage
level below 2.0x while maintaining sufficient liquidity at the
parent company," S&P said.
MARSALRET LLC: Seeks Access to Community Bank Cash Collateral
-------------------------------------------------------------
Ritori, LLC and Marsalret, LLC seek authority from the U.S.
Bankruptcy Court for the District of Maryland to use cash
collateral to meet its ordinary and necessary expenses..
The Debtors were indebted to Community Bank of the Chesapeake
pursuant to various loan documents, including a Small Business
Administration Note. As of the Petition Date, Community Bank
asserts a secured claim against Ritori, Marsalret and Triplet LLC
in the amount of approximately $3,536,313.
The Debtors intend to use rents and accounts in which Community
Bank asserts a security interest to pay those obligations as set
forth in the budget. The Debtors seek an Order that, inter alia:
(a) Allows the Debtors to use their rents and accounts in
which the Community Bank asserts a security interest to pay those
obligations set forth in the budget for a period of approximately
thirty days from the Petition Date, through and including Nov. 30,
2019;
(b) Grants Community Bank adequate protection, retroactive to
the Petition Date, of its interest in the Prepetition Collateral,
including the cash collateral in an amount equal to the aggregate
diminution in value, if any, of such interests from and after the
Petition Date;
(c) Requires the Debtors to make adequate protection payments
to Community Bank no later than Nov. 15, 2019 in the amount of
$13,750, without prejudice to the Community Bank's right to seek
additional adequate protection in any subsequent cash collateral
order;
(d) Grants Community Bank a replacement lien on the same
assets and in the same priority of its Prepetition Liens; and
(e) Requires the Debtor to provide monthly operating reports
required by the Office of the U.S. Trustee, as well as such other
periodic financial information that Community Bank may reasonably
request of the Debtor (in addition to, and not in replacement of,
those reporting obligations that the Debtor may have under the
Prepetition Loan Documents).
A copy of Motion is available for free at
https://tinyurl.com/y32taxbu from Pacermonitor.com
Marsalret, LLC is a Maryland Domestic LLC in the Italian restaurant
business. Marsalret does business as Mamma Lucia by the Bay.
Marsalret sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Md. Case No. 19-24474) on Oct. 29, 2019. The petition
was signed by Maria Lubrano, authorized representative. At the
time of the filing, the Debtor was estimated to have $0 to $50,000
in assets and $1 million to $10 million in liabilities. The Hon.
Thomas J. Catliota is the case judge. The Debtor is represented by
Steven L. Goldberg, Esq. at MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN
& LYNCH, P.A.
MDC ENERGY: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
MDC Energy LLC 19-12385
280 East 96th Street, Suite 210
Indianapolis, IN 46240
Ward I, LLC 19-12386
MDC Texas Operator LLC 19-12387
MDC Reeves Energy LLC 19-12388
Business Description: MDC Energy LLC and its subsidiaries are
privately held companies in the oil and gas
extraction business.
Chapter 11 Petition Date: November 8, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Karen B. Owens
Debtors'
General
Bankruptcy
Counsel: KASOWITZ BENSON TORRES LLP
Debtors'
Delaware
Counsel: Robert J. Dehney, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
Email: rdehney@mnat.com
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Mark A. Siffin, authorized
representative.
A full-text copy of the MDC Energy LLC's petition is available for
free at:
http://bankrupt.com/misc/deb19-12385.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Alamo Pressure Pumping LLC $11,497,229
PO Box 641065
Dallas, TX 75264-1034
Joe Mckie
Tel: 214-554-3656
Email: joem@fracing.com
2. Gravity Oilfield Services, LLC $10,845,225
PO Box 73418
Dallas, TX 75373-4128
Mark Zimmerman
Tel: 432-741-1222
Email: mark.zimmerman@gvty.com
3. BT Midstream, LLC $9,101,440
PO Box 5061
Abilene, TX 79608
David Lynn
Tel: 325-669-4737
Email: dlynn@btmidstream.com
4. B&L Pipeco Services, Inc. $7,036,786
PO Box 840280
Dallas, TX 75284-0280
Mike Joyce
Tel: 806-886-3804
Email: mike.joyce@bipipeco.com
5. Mario A. Ortega $6,970,527
PO Box 872
Odessa, TX 79760
Tel: 432-530-5466
Email: alorte4@aol.com
6. J6 Energy Services $6,924,560
23060 FM 159
Navasota, TX 77868
Jury Valladarez
Tel: 432-755-4687
Email: jury@j6energy.com
7. WaterBridge Texas Operating, LLC $5,704,469
840 Gessner, Suite 100
Houston, TX 77024
Jason Long
Email: jason.long@h2obridge.com
8. Apergy ESP Systems, LLC $4,422,743
19425 E. 54th Street
Broken Arrow, OK 74014
Bob Haskell
Tel: 432-425-8085
Email: bob.haskell@apergy.com
9. Legacy Directional Drilling, LLC $4,200,891
103 Abigayle's Row
Scott, LA 70583
Brent Janner
Tel: 713-553-0574
Email: bjanner@legacydirectional.com
10. Cactus Fuel, LLC $4,084,573
PO Box 677924
Dallas, TX 75267-7924
Andy Fertsch
Tel: 979-533-1979
Email: afertsch@cactusind.com
11. Patterson-UTI Drilling Company, LLC $3,946,348
PO Box 260111
Dallas, TX 75326-0111
Lance Creswell
Tel: 432-559-4659
Email: lance.creswell@patenergy.com
12. STEP Energy Services (USA) Ltd. $3,784,145
480 Wildwood Forest Drive, Suite 300
Spring, TX 77360
James Minahan III
Tel: 713-882-9000
Email: jminahan@step-es.com
13. Fluid Delivery Solutions, LLC $3,512,753
6795 Corporation Parkway, Suite 200
Forth Worth, TX 76126
Philip Kuntz
Tel: 817-988-8933
Email: pkuntz@fdsilc.com
14. Butch's Rat Hole & Anchor Service, Inc. $3,436,089
12409 Quaker Avenue
Lubbock, TX 79424
Norman Allen
Tel: 806-438-5218
Email: nallen@brhas.com
15. RWLS LLC $3,242,466
PO Box 862
Levelland, TX 79336
Matt Gray
Tel: 8068933785
Email: mgray468@aol.com
16. Chase Harris, Inc. $2,900,000
PO Box 2428
Stephenville, TX 76401
Chase Harris
Tel: 817-851-3801
Email: chase_harris@ymail.com
17. WB Supply and Basin Supply, LP $2,886,912
PO Box 206620
Dallas, TX 75320-6620
Renae Hotz, President
Tel: 303-888-6446
Email: renae@wbsupply.com
18. Cretic Energy Services, LLC $2,824,758
PO Box 2108
Alice, TX 78333
L Melvin Cooper
Tel: 832-603-7150
Email: mcooper@forbesenergyservices.com
19. Basic Energy Services $2,733,450
801 Cherry Street, Suite 2100
Forth Worth, TX 76102
Doug Dunlep
Tel: 281-216-5872
Email: doug.dunlap@basicenergyservices.com
20. Silver Zone, Inc. $2,395,866
2840 South Highwy Suite 385
Odessa, TX 78766
Juan
Tel: 432-425-1370
Email: silverzoneinc@gmail.com
21. Clearwater Resources, LLC $2,333,174
6837 82nd Street, Suite 101
Lubbock, TX 79424
Shane Grissom
Tel: 806-893-4958
Email: cwtexas2012@gmail.com
22. WS Energy Services $2,274,467
13330 Leopard Street, Suite 32
Corpus Christi, TX 78410-4481
Steven Bishop
Tel: 214-546-6680
Email: sbishop@wsemllc.com
23. Russaw Transport, LLC $2,272,981
1183 West 120
Pecos, TX 79772
Steve Russaw
Tel: 501-548-8128
Email: steverussaw@yahoo.com
24. Dill Land & Cattle, LLC $2,082,840
16913 FM 179
Wolfforth, TX 79382
Jack Dill
Tel: 575-441-6399
Email: dilljack22@yahoo.com
25. Texas Fueling Services, Inc. $1,999,340
4220 Laura Koppe Road
Houston, TX 77016
John Moran
Tel: 281-443-2336
Email: John@texasfueling.com
26. Tanmar Rentals LLC $1,853,946
711 South Chestnut
Tomball, TX 77375
Maurice
Tel: 337-432-5384
Email: mauriceb@tanmarcompanies.com
27. Diamond M. Trucking $1,844,868
PO Box 2075
Pecos, TX 79772
Rosie Martinez
Tel: 432-448-1251
Email: rosierr@diamondtruckingpecos.com
28. Permian Equipment Rentals $1,745,830
12409 Quaker Avenue
Lubbock, TX 79424
Norman Allen
Tel: 806-438-5218
Email: nallen@brhas.com
29. McClinton Energy Group, LLC $1,729,347
PO Box 15110
Odessa, TX 79768
Tony McClinton
Tel: 307-333-3455
Email: tonyccl@icloud.com
30. Tier One Energy, LLP $1,696,818
PO Box 1660
Pecos, TX 79772
Marco Galvan
Tel: 432-448-9218
Email: igalvan@tieroneenergy.com
MEDIAOCEAN LLC: S&P Rates New $305MM Secured Credit Facility 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Mediaocean LLC's proposed $305 million senior
secured credit facility. The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
65%) of principal in the event of a payment default.
S&P will withdraw its ratings on the company's previously proposed
but now canceled $743 million senior secured credit facility.
Mediaocean LLC canceled the previously announced dividend
recapitalization (comprising a $50 million senior secured revolver
and a $693 million senior secured term loan) that it had planned to
use to refinance its capital structure and issue a special dividend
to its financial sponsor. Instead, the company is planning to issue
a $30 million senior secured revolver and a $275 million senior
secured term loan, which it will use--along with cash on hand--to
retire its current capital structure.
S&P's 'B' issuer credit rating and stable outlook on Mediaocean
remain unchanged under the smaller proposed credit facility because
the rating agency continues to view the company's financial policy
as aggressive due to the company's financial-sponsor ownership.
Despite the company's pro forma leverage in the 3x area under the
proposed capital structure, S&P believes the company's
financial-sponsor ownership precludes it from sustaining low
leverage due to its sponsor's high risk tolerance and the high
likelihood it will pursue monetization strategies (through
releveraging) to return value to its shareholders.
"We could lower our issuer credit rating on Mediaocean if its
organic revenue growth materially slows and its EBITDA margins
contract such that we believe it will sustain a free operating cash
flow (FOCF)-to-debt ratio of less than 5%," S&P said.
"Although unlikely, we could raise our issuer credit rating on
Mediaocean if we become convinced that it will maintain leverage of
less than 5x on a sustained basis. We would also need its financial
sponsor to provide us with evidence that it is committed to a less
aggressive financial policy that will allow the company to maintain
this lower level of leverage before raising our rating," the rating
agency said.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2022 due to reduced demand for Mediaocean's products,
lower-than-expected digital media revenue growth, pricing pressure
from new competitors, the loss of key customers, and poorly timed
debt-financed acquisitions.
-- S&P believes the company's lenders would pursue a
reorganization rather than a liquidation in a hypothetical default
due to its niche operations, strong client relationships, and
imbedded advertising platform.
-- Mediaocean's proposed capital structure consists of a senior
secured credit facility, including a $30 million revolving credit
facility maturing in 2023 and a $275 million term loan maturing in
2025.
-- Mediaocean is the borrower of the senior secured credit
facilities. The company and its domestic subsidiaries guarantee the
debt. The collateral package will include all domestic assets and
65% of the issued and outstanding equity interests in its foreign
subsidiaries.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR is 2.5%, and all debt amounts include six
months of prepetition interest.
Simulated default assumptions
-- Year of default: 2022
-- EBITDA at emergence: About $35 million
-- Implied enterprise value multiple: 6x
-- Obligor/nonobligor valuation split: 80%/20%
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$200 million
-- Revolving credit facility and senior secured debt claims: About
$305 million
-- Recovery expectations: 50%-70% (rounded estimate: 65%)
MICHAEL VARA: Majidians Buying Calabasas Property for $1.55M
------------------------------------------------------------
Michael Vara asks the U.S. Bankruptcy Court for the Central
District of California to authorize the bidding procedures in
connection with the sale of the residential real property located
at 24661 Cordillera Dr., Calabasas, California to Homayaun Majidian
and Gabriela Majidian for $1.55 milion, pursuant to their
California Residential Purchase Agreement and Joint Escrow
Instructions, subject to overbid.
A hearing on the Motion is set for Dec. 18, 2019 at 10:00 a.m.
The Debtor owns the Property. The Property was scheduled to have a
value of $1.55 million with $1,359,627 in liens. The second lien
of Bank of New York Mellon is disputed and part of an adversary
case 1:19-ap-01020-MT in which the clerks default has been entered
against Bank of New York Mellon and a Motion for Default Judgment
is set for Dec. 11, 2019. As set forth in the declaration of the
Debtor's Real Estate Agent, Kenneth J. Jacobi, it is Broker's
opinion that the subject property is valued to its proximity
adjacent to the neighborhood.
The Debtor has received an offer from the Buyers to purchase the
Property for $1.55 million subject to the following contingencies:
a. The Buyers have offered an all Cash Offer with the initial
deposit of $45,750, and the Balance of purchase price of $1,504,250
to be deposited with Escrow Holder;
b. Approval of the termite report and any physical inspection
results;
c. Approval of Title;
The Broker's employment application is currently pending with the
court and there has been no opposition. The listing agreement
provides for a 5% commission on the sale price tobe split evenly
between the listing and selling agent.
The Debtor believes that a sale to the Buyers at the offer price
will yield value by way offsetting part of the Debtor's priority
claims projected as follows:
Offer: $1,550,000
Less:
Closing Costs: $14,000
Commission (5%) $77,500
Total Mortgage Liens $1,359,627
Los Angeles County $22,458
(Property Tax)
Total Deductions: $1,478,585
----------
Net Proceeds: $75,415
The Debtor proposes that the Buyers offer be subject to overbid,
according to the procedures set forth. The Purchase and Sale
agreement includes provision for overbids or Court approval of the
sale transaction.
In order to obtain the highest and best offer for the benefit of
the creditors in the Estate, the Debtor proposes the Buyers' offer
to be subject to overbid. Notice is being provided of the
opportunity for overbidding to all interested parties in the matter
and required Local Rule Form 6004-2 is being filed with the clerk.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: All Interested bidders must contact the
Debtor's counsel no later than 7 days prior to the hearing
scheduled for the Motion and provide proof of funds and/or loan
qualification to allow the Debtor sufficient time to confirm that
proof. The Debtor's counsel's contact information is set forth.
b. Initial Bid: $1.57 million
c. Deposit: $47,100
d. Bid Increments: $5,000
e. Closing: A qualified bidder must be prepared to close
escrow within 10 calendar days following the hearing on the Motion,
with the remaining sales proceeds transferred to escrow in time to
confirm the funds before closing. All funds must be
wire-transferred by arrangement with the Debtor's counsel.
A qualified bidder must agree to pay into escrow, in addition to
the purchase price, an amount up to $1,500 for the reimbursement of
the actual case-related expenses of the Buyers (including
inspection and appraisal fees), pursuant to an appropriate demand
and subject to the Debtor's review and approval prior to
distribution.
The Debtor asks authority for the distribution of the sales
proceeds through escrow, as follows:
a. For normal closing costs.
b. For the payment of realtor's commissions to the Buyers' and
the Seller's agents as proposed in the purchase agreement and as
set forth, or according to any approved overbid.
c. For the reimbursement of Buyers, in the case of a
successful overbid, of actual case-related expenses, up to $1,500,
pursuant to an appropriate demand and subject to the Debtor's
review and approval prior to distribution.
d. For the payment of real property taxes upon the Property
according to the terms of the purchase agreement, pursuant to a
demand in escrow, and subject to the Debtor's review and approval
prior to distribution.
e. For the payment of all valid liens against the Real
Property, pursuant to a demand in escrow, and subject to Debtor’s
review and approval prior to the distribution. The Debtor's
scheduled consensual liens is in favor of U.S. Bank National
Association in the original amount of $1,280,882 and with an
estimated balance of approximately $1,359,627. The lien with the
Bank of New York Mellon is subject to an Adversary proceed in which
clerks default has been entered and a Motion for default judgment
scheduled for Dec. 11, 2019. If the Motion for Default Judgment is
approved the lien could be extinguished therefore, the claim of
Bank of New York Mellon is not scheduled to be pay from the sale.
The Debtor asks that the sale be free and clear of the liens and
that the sale proceeds exceed the amount of the lien claims.
f. For such other unanticipated incidental or nominal items as
may be necessary to close escrow on the Property, not to exceed an
aggregate of $2,000, pursuant to a demand in escrow and subject to
the Debtor's review and approval prior to distribution.
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Michael_Vara_89_Sales.pdf
Michael Vara sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 18-12547) on Oct. 16, 2018. The Debtor tapped Onyinye N.
Anyama, Esq., at Anyama Law Firm as counsel.
MORIAH POWDER: Seeks to Hire Markus Williams Young as Counsel
-------------------------------------------------------------
Moriah Powder River, LLC seeks authority from the United States
Bankruptcy Court for the District of Wyoming to hire Markus
Williams Young & Hunsicker LLC as its counsel.
Moriah Powder requires the firm to:
a. assist in the production of the Debtor's schedules and
statement of financial affairs and other pleadings necessary to
file its chapter 11 case;
b. assist in the preparation of the Debtor's disclosure
statement and plan of reorganization, and seeking approval and
confirmation of the same;
c. prepare on behalf of the Debtor all necessary applications,
complaints, answers, motions, orders, reports, and other legal
papers;
d. represent the Debtor in adversary proceedings and contested
matters related to the Debtor's bankruptcy case;
e. provide legal advice with respect to the Debtor's rights,
powers, obligations and duties as chapter 11 debtor-in-possession
in the continuing operation of the Debtor’s business and the
administration of the estate; and,
f. provide other legal services for the Debtor as necessary
and appropriate for the administration of the Debtor's estate.
The firm's hourly rate are:
Bradley T. Hunsicker $335
John F. Young $490
Jennifer Salisbury $385
Zachary G. Sanderson $265
Paralegal $95 – $165
Markus Williams received an initial retainer in the amount of
$10,000 from the Debtor and received an additional $65,000 on
October 30, 2019.
Bradley Hunsicker, Esq., a member of Markus Williams, attests that
the firm is a "disinterested person" as defined under Bankruptcy
Code Section 101(14).
The firm can be reached through:
Bradley T. Hunsicker, Esq.
MARKUS WILLIAMS YOUNG AND HUNSICKER LLC
106 East Lincolnway, Suite 300
Cheyenne, WY 82001
Tel: 307-778-8178
Fax: 307-638-1975
Email: bhunsicker@markuswilliams.com
About Moriah Powder River, LLC
Moriah Powder River, LLC is in the Crude Petroleum and Natural Gas
Production business.
Based in Denver, Colorado, Moriah Powder River, LLC, filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Wyo. Case No. 19-20699) on October 31, 2019. At the
time of filing, the Debtor estimated $100,000,001 to $500 million
in assets and $50,000,001 to $100 million in liabilities.
Bradley T Hunsicker at Markus Williams Young & Zimmermann LLC is
the Debtor's counsel.
MR. CAMPER: Seeks Authority to Continue Cash Collateral Use
-----------------------------------------------------------
Mr. Camper, LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to continue using cash collateral
in which Apex Bank and the U.S. Small Business Administration may
have an interest through the effective date of a plan of
reorganization.
Previously, Mr. Camper and Apex Bank were able to reach an
agreement on the use of cash collateral -- which agreement is
reflected in the interim and final orders authorizing the use of
cash collateral. The final order authorizing the use of cash
collateral expires on the week of Nov. 11, 2019.
Apex Bank and the SBA hold first and second priority liens,
respectively, on Mr. Camper's cash. These liens secure four
promissory notes issued by Mr. Camper.
According to Apex Bank, the value of Mr. Camper's resort-style
campground is approximately $3.875 million. Accepting this value
as true, Apex Bank and the SBA are protected by an equity cushion
of some $485,000 because the aggregate amount of Apex Bank's claim
($2,485,619.56) and the SBA's claim (approximately $905,000) total
approximately $3,390,000.
Mr. Camper is in the final stages of formulating a Chapter 11 plan
of reorganization. Apex Bank and Mr. Camper have had conversations
regarding Apex Bank's plan treatment. Mr. Camper anticipates that
the effective date of its plan will be in early 2020, sometime in
February or March, which will coincide with the advanced payments
from the annual campground lessees.
Mr. Camper proposes, among other things, that Apex Bank and the SBA
be granted effective immediately and without the necessity of the
execution by Mr. Camper of financing statements, mortgages,
security agreements, or otherwise, replacement security interests
in and liens on all post-petition assets of Mr. Camper and its
estate on which Apex Bank and the SBA hold valid and perfected
liens as of the Petition Date and all proceeds, rents, and products
of all of the foregoing and all distributions thereon , in the same
respective priority they held prior to the Petition Date.
The Adequate Protection Liens will be subject only to valid,
perfected, enforceable and non-avoidable liens and security
interests granted by law or by Mr. Camper to any person or entity
that were superior in priority to the prepetition security
interests and liens held by Apex Bank and the SBA, and only to the
extent that the liens of Apex Bank and the SBA are not otherwise
subject to avoidance or subordination. Said Adequate Protection
Liens are granted to secure the amount of any post-petition
diminution in the value of the interests of Apex Bank and the SBA
in the Cash Collateral to the extent such interests are entitled to
adequate protection against such diminution under the Bankruptcy
Code.
A copy of Motion is available for free at
https://tinyurl.com/yeg9lhfp from Pacermonitor.com
About Mr. Camper LLC
Mr. Camper, LLC -- https://www.jellystonela.com/ -- owns and
operates the Yogi Bear's Jellystone Camp Resort. The facility
features more than 450 wooded campsites, 75 cabins, swimming pools,
fishing ponds, game room, mini golf, canoe, kayak and paddle boat
rentals, RV storage, playground, wet "spray" ground, basketball
court, baseball field, laundry facilities, store, and propane
filling station.
Mr. Camper sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 19-11775) on July 1, 2019. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Elizabeth W. Magner.
Richmond Law Firm, LLC, is the Debtor's counsel.
MWM OIL: Proposes Nov. 18 Butler Online Auction of Assets
---------------------------------------------------------
RAG Oil Co., Inc. and MWM Oil Co., Inc. ask authority from the U.S.
Bankruptcy Court for the District of Kansas (Wichita) to conduct an
online auction sale of their (a) vehicles and trailers, as itemized
on Exhibit A, and (b) the building and realty located at 424 E.
Main, Towanda, Butler County, Kansas, to be conducted by Butler
County Auction, LLC, beginning on or after Nov. 18, 2019 and
concluding no later than Dec. 6, 2019.
There will be no reserves on the Vehicles; the Real Estate will not
be sold for less than the unpaid and prorated ad valorem taxes on
the Real Estate, plus $42,500.
The additional terms of sale are:
a. The foregoing assets will be sold as-is, where-is, without
warranties or representations of any kind;
b. The Buyers are responsible for sales taxes on purchased
Vehicles; and
c. The Buyers will also pay a 15% commission on any asset
purchase, which commission is paid to Equip-Bid.com Inc.
Pursuant to B.R. 6004, the Debtors ask the Court for an order
approving sale of the foregoing assets free and clear of liens and
encumbrances of record, with all liens and encumbrances in these
assets transferred to the net proceeds of sale, after payment of
costs of sale. The distributions of the net sale proceeds will be
controlled by the Plan, when confirmed.
The Debtors further ask for an order authorizing that the proceeds
of sale be disbursed as follows:
a. Auctioneer's fee - 28% of gross sale proceeds of the
Vehicles;
b. Auctioneer's fee - 8% of the proceeds of the Real Estate
after payment of unpaid and prorated ad valorem taxes on the Real
Estate, and $42,500 to the mortgage holder, Towanda State Bank 2019
ad valorem taxes on the foregoing assets due the Butler and
Sedgwick County Treasurers; and
c. Any due and unpaid ad valorem taxes due the Butler County
Treasurer on the Vehicles and Real Propert.
The net balance will be held for distribution as provided in the
Plan, when confirmed.
Objections to the Notice and Motion should be filed with the Clerk
of the Bankruptcy Court, 401 N. Market, Room 167, Wichita, Kansas
67202, on Nov. 4, 2019; if an objection is filed, a non-evidentiary
hearing on the motion to sell free and clear of liens and motion to
distribute sale proceeds will be held before the Court on Nov. 14,
2019 at 10:30 a.m.
A copy of the Exhibit A attached to the Motion is available for
free at:
http://bankrupt.com/misc/MWM_Oil_113_Sales.pdf
The Auctioneer:
BUTLER COUNTY AUCTION, LLC
704 Main St
Towanda, KS 67144
About RAG Oil Co., Inc.
Based in Towanda, Kansas, RAG Oil Co., Inc. & MWM Oil Company,
Inc., filed voluntary bankruptcy petitions under Chapter 11 (Bankr.
D. Kan. Case No. 19-11405 & Case No. 19-11404, respectively) on
July 26, 2019. The Debtors are represented by William B. Sorensen,
Jr.
at Morris Laing Evans Brock And Kennedy.
MWM OIL: U.S. Trustee Removes Sonya Meeds as Committee Member
-------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, announced in a
court filing that it removed Sonya Meeds from MWM Oil Co., Inc.'s
official committee of unsecured creditors because of the change in
her status as a creditor.
The four other creditors appointed to the committee on Oct. 15
retain their membership. The committee now consists of:
(1) Jerry Botts
QES Pressure Pumping, LLC
1322 S. Grant
Chanute, KS 66720
620-431-9210
jerry.botts@qesinc.com
(2) Brandon Cross
Buckeye Supply Co.
625 S. Main St.
El Dorado, KS 67042
316-321-6690
brandon@buckeyecorp.com
(3) Perry Jones
222 N. Chautauqua
Wichita, KS 67214
316-806-7519
perryjones1957@gmail.com
(4) Jerry Sullivan
Dyna-Log, Inc.
P.O. Box 105
El Dorado, KS 67042
316-321-4500
dynalogshs@att.net
About RAG Oil Co., Inc.
Based in Towanda, Kansas, RAG Oil Co., Inc. & MWM Oil Company, Inc.
filed voluntary bankruptcy petitions under Chapter 11 (Bankr. D.
Kan. Case No. 19-11405 & Case No. 19-11404, respectively) on July
26, 2019. The Debtors are represented by William B. Sorensen Jr.,
Esq., at Morris Laing Evans Brock And Kennedy.
NATTCO LLC: Revocation of Officer's Discharge of Debt Upheld
------------------------------------------------------------
In the case captioned GLENN LEE THOMPSON, HEIKE BIRGIT THOMPSON,
Plaintiffs-Appellants, v. NANCY J. GARGULA, United States Trustee,
Defendant-Appellee, No. 18-11885 (11th Cir.), Glenn Thompson and
Heike Thompson challenge a bankruptcy court order revoking the
discharge of their debt. Their case turns on their allegation that
the United States Trustee had pre-discharge knowledge of the
alleged conduct that resulted in the revocation. The legal question
on appeal boils down to whether a "lack-of-knowledge" requirement
that is explicitly contained in one subsection of the bankruptcy
statute, 11 U.S.C. section 727(d)(1), can be read into the adjacent
subsection of the same statute, 11 U.S.C. section 727(d)(2),
thereby barring revocation.
On April 3, 2011, the Thompsons filed a voluntary Chapter 13
bankruptcy petition. At their request, the bankruptcy court
converted the case to Chapter 11 on September 1, 2011; on July 10,
2013 it converted it, again at their request, to Chapter 7. The
Thompsons owned two businesses: Nattco, LLC, where Heike Thompson
served as president, and GHT United, LLC. On the same day that the
Thompsons' individual case was converted to Chapter 11, Nattco
filed a voluntary bankruptcy petition under Chapter 11.
In the meantime, during the pendency of the individual and
corporate bankruptcy cases, a former employee of Nattco submitted a
fraud referral to the United States Trustee, alleging misconduct by
the Thompsons, including "stockpiling cash," "taking trips to
Hawaii, Puerto Rico, and Florida," and undergoing plastic surgery.
The Trustee received the referral and additional communications
about alleged fraud between October 2013 and January 2014, and
consequently initiated an investigation into the allegations.
On February 26, 2014, the bankruptcy court granted the Thompsons a
discharge under 11 U.S.C. Sec. 727(a). On February 25, 2015, the
U.S. Trustee filed an adversary complaint requesting revocation of
the Thompsons' discharge in light of the apparent fraudulent
activity and alleging that the financial reports the Thompsons
submitted in the individual and Nattco bankruptcy cases were
"incomplete, inaccurate, or erroneous." On September 12, 2016, the
Thompsons filed a motion for summary judgment, alleging in relevant
part that the Trustee was on notice of the alleged fraud before the
bankruptcy court entered the discharge, barring the Trustee's claim
for revocation.
On November 16, 2016, the bankruptcy court denied in part and
granted in part the Thompsons' motion for summary judgment. The
bankruptcy court applied Sec. 727(d). The bankruptcy court noted
that Sec. 727(d)(2) contains no lack-of-knowledge requirement, and
that the Thompsons had engaged in the proscribed debtor conduct
that Sec. 727(d)(2) designates as sufficient support for a
revocation. On that ground, the bankruptcy court denied in part the
Thompsons' motion for summary judgment.
The case proceeded to a bench trial, after which the bankruptcy
court entered its final order and judgment revoking the Thompsons'
discharge on August 17, 2017. The Thompsons appealed to the U.S.
District Court for the Northern District of Georgia, which affirmed
the bankruptcy court's final order and judgment on April 3, 2018.
The appeal to the 11th Circuit followed.
According to the 11th Circuit, the question presents an issue of
first impression in the 11th Circuit. The Circuit declines to
rewrite the statute and thus affirms the district court.
The Thompsons advance two primary arguments for why the 11th
Circuit should incorporate the lack-of-knowledge requirement of
section 727(d)(1) into section 727(d)(2). First, the Thompsons
argue that the legislative history of section 727(d)(2) indicates
that the lack-of-knowledge requirement should apply to both (d)(1)
and (d)(2). Specifically, they assert that the statute, going all
the way back to its origins in section 15 of the Bankruptcy Act of
1898, has required that "estoppel predicated on principles of
laches may act as a bar to any attempt to revoke a discharge." In
particular, they note that prior to the revision of 1970, the
statute allowed for "parties in interest" to apply for revocation
of a discharge due to fraud by the debtor only if they had "not
been guilty of undue laches" and had no knowledge of the fraud
prior to the discharge.
The Thompsons cite the congressional report concerning the current
version of the statute. The report states that the current version
of the Bankruptcy Code is supposed to "retain[] the provisions of
current law governing when a discharge is granted and when it is
denied." The Thompsons note that the report does not indicate that
"considerations of estoppel and laches" should be ignored, nor does
it state that the revision of the statute is "intended to change
the interpretation of existing law." On this basis, they argue, the
Trustee should not be allowed to bring claims under section
727(d)(2) unless the Trustee can show he did not have knowledge of
the fraud prior to the discharge. The Thompsons' arguments on this
point are unavailing. The statutory text and statutory--not
legislative--history are dispositive.
The statutory text is clear enough on its own: section 727(d)(1)
contains a lack-of-knowledge requirement, while section 727(d)(2)
does not. That fact alone might foreclose the Thompsons' argument.
But the statutory amendments are the nail in the coffin. Next, the
Thompsons argue that it is necessary to incorporate the
lack-of-knowledge requirement into section 727(d)(2) in order for
section 727 to comport with the disclosure obligations levied on
the Trustee by section 704 of the Bankruptcy Code. In particular,
the Thompsons point to various disclosure requirements that section
704(a) places on a trustee, including furnishing the court with
information about the debtor's estate and other information
material to the discharge decision.
According to the Appeals Court, the Thompsons' argument does not
explain how these two provisions are actually in conflict. "Section
704 does indeed enumerate duties of the Trustee, but even if we
were to assume that those duties include disclosing knowledge of
fraud to the bankruptcy court before the court grants a discharge,
there is nothing in section 704 that says the Trustee's
pre-discharge knowledge of fraud disallows a later revocation,
regardless of whether the Trustee fulfilled those duties. Contrary
to the Thompsons' assertion, nothing in the bankruptcy court's
decision on the section 727(d)(2) revocation issue carves out an
exception to or limits the scope of section 704, so the Thompsons'
argument does not present a reason to reverse the bankruptcy
court," the Appeals Court says.
Both parties argue that they should prevail if this Circuit
construes section 727(d)(2) to have a lack-of-knowledge
requirement, with the Thompsons claiming pre-discharge knowledge by
the Trustee, and the Trustee denying that knowledge. But the
Circuit does not have to reach the factual determination of whether
the Trustee had prior knowledge of the fraud issue, because it
would be inappropriate to rewrite section 727(d)(2) to include that
requirement. The bankruptcy court and district court correctly
interpreted section 727(d)(2). Thus, the judgment of the district
court is affirmed.
A copy of the 11th Circuit's Decision dated Oct. 7, 2019 is
available at https://bit.ly/2BIeKNp from Leagle.com.
Charles S. Conerly , for Plaintiff-Appellant.
David A. Luzum , for Plaintiff-Appellant.
Joseph Nevin Smith , for Plaintiff-Appellant.
Jill Ellen Kelso , for Defendant-Appellee.
Rebecca Jeneane Treace , for Defendant-Appellee.
John Postulka , for Defendant-Appellee.
Beth A. Levene , for Defendant-Appellee.
Based in Newman, Georgia, Nattco, LLC filed for chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 11-12883) on
September 1, 2011, with scheduled assets at $775,306 and scheduled
liabilities at $2,193,304. The petition was signed by Heike
Thompson, president.
NIAGARA FRONTIER: Cash Collateral Use Continued Through Dec. 4
--------------------------------------------------------------
Judge Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York authorized Niagara Frontier Country
Club, Inc., to use cash collateral on a further interim basis, as
set forth in the Thirteenth Order.
The final hearing on the Cash Collateral Motion is continued to
Dec. 4, 2019 at 11:00 a.m.
M&T Bank and Richard Elia are each granted roll-over or replacement
liens to the same extent, in the same priority and with respect to
the same assets which served as collateral to each of their claims
against the Debtor before the Petition Date, to the extent of cash
collateral actually used during the Debtor's Chapter 11 case.
A copy of the 13th Order is available for free at
https://tinyurl.com/y4pho5dt from Pacermonitor.com
About Niagara Frontier Country Club
Niagara Frontier Country Club, Inc. --
http://niagarafrontiergolfclub.com/-- is a private,
membership-based golf club located in Youngstown, New York. The
18-hole Niagara Frontier course at the Niagara Frontier Country
Club facility features 6,236 yards of golf from the longest tees
for a par of 70.
Niagara Frontier Country Club sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11695) on Aug. 30,
2018. In the petition signed by Henry Sandonato, president, the
Debtor was estimated to have assets of $1 million to $10 million
and liabilities of $1 million to $10 million. Judge Michael J.
Kaplan oversees the case.
NIGHTGALLERIE LLC: Seeks Final Authority on Cash Collateral Use
---------------------------------------------------------------
Nightgallerie, LLC, seeks final authority from the U.S. Bankruptcy
Court for the Northern District of California for the use of cash
collateral, through and including Jan. 10, 2020 to cover its
ordinary course of business cash needs for the period.
These entities may claim an interest in the cash collateral: The
San Francisco Tax Collector and the California Employment
Development Department. Since it is unclear whether these
Lienholders retain interests/liens in Debtor's postpetition cash
under applicable law, no replacement liens, cash payments, or other
adequate protection has been requested.
A copy of the Motion is available for free at
https://tinyurl.com/y5lmrj2l from Pacermonitor.com
Nightgallerie, LLC, owns and operates Mezzanine SF
(www.mezzaninesf.com), a music and entertainment venue located at
444 Jessie Street San Francisco, CA 94103.
Nightgallerie, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-31066) on Oct. 9,
2019. The petition was signed by Deborah Jackman, owner/manager.
At the time of the filing, the Debtor was estimated to have $1
million to $10 million in assets and $500,000 to $1 million in
estimated liabilities. Judge Hannah L. Blumenstiel is assigned to
the case. The Law Offices of James Shepherd serves as the Debtor's
counsel.
NILE DEVELOPERS: Proposes Sale of Baltimore City Property
---------------------------------------------------------
Nile Developers, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of the real property and
improvements known as 3248 E. Baltimore Street, Baltimore City,
Maryland, Tax ID 26-14-1733-024.
A hearing on the Motion is set for Nov. 14, 2019 at 2:00 p.m. The
objection deadline is Nov. 5. 2019.
By Deed dated July 21, 2016, recorded on Aug. 1, 2016, among the
Land Records of Baltimore City, Maryland at Liber 18331, folio 473
et. seq.), the Debtor owns the subject property as a tenant in
common, and not as a joint tenant, along with Addis Developer, LLC,
and with Mr. Addisu Mengesha.
To acquire the subject property on July 21, 2016, Nile, Addis, and
Mr. Mengesha executed
a Purchase Money Mortgage which was recorded on Aug. 1, 2016, among
the Land Records of Baltimore City, Maryland at Liber 18331, folio
480 et. seq. in favor Lapidus in the original principal amount of
$195 payable interest only at 8% per annum in monthly payments each
in the amount of around $1,250 per month.
For purposes of the Motion, the Debtor and the Co-owners, ask the
Court for permission to sell their jointly owned parcel. Should
the Court allow Nile Developers, LLC and joint owners to sell 3248
Baltimore Street, the Court can be assured that all relevant and
interested parties are in consent and a written agreement exists to
allow the transaction to occur.
Numerically, the Debtor believes that if the Court allows for the
sale of 3248 Baltimore Street, there is a strong chance that with
Debtor's revised monthly budget, the Debtor and its counsel can
present a viable repayment structure to the Court that would also
be favorable to the secured creditor, Lapidus Investments, LLC.
In sum, the Debtor believes that if the Court allows the sale of
the property, the Debtor's reorganization plan will result in a
confirmed Chapter 11 plan that will be fully performed.
Upon information and belief, the property is subject to liens,
encumbrances and claims of interest. The recorded liens and any
associated notes are held by Lapidus Investments, LLC. Next, the
proposed transaction will be brokered by a brokerage company
approved by the Court. The actual costs of the sale including
settlement fees, commissions and transfer taxes, etc. is unknown at
this time.
The Debtor proposes a sale of the Property, as the liens against
the property will not exceed its value. Any remaining proceeds of
sale will be paid to the Debtor and the Chapter 11 Bankruptcy
Trustee of the Estate, Lynn Kohen.
The Debtor expects to receive proceeds from the sale of roughly
$5,000 (after costs, charges, trustee fees and other associated
expenses relating to the transaction). In addition, its Chapter 11
Plan will provide for 100% payout to creditors. It is anticipated
that proceeds from the sale will also pay off any ancillary claims
associated with the subject property. It can include but not
limited to utility bills, outstanding lawn care invoices, etc.
Lastly, a request for additional debtor attorney's fees totaling
approximately $2,500 will be added to the payoff per approval of
the Court.
Given the local real estate market, the parties believe that the
purchase price will be competitive, fair and reasonable. Overall,
the sale will allow funds to be available as payment to creditors
to reduce the Debtor's overall liabilities and the sale benefits
the Debtor's estate by increasing cash flow allowing a significant
cash infusion into the bankruptcy estate. For that reason, the
Debtor asserts that the sale is appropriate and in the best
interests of the bankruptcy estate, their secured creditors and
themselves.
About Nile Developers LLC
Nile Developers, LLC, is a privately held building construction
consultant in Silver Spring, Maryland.
The Debtor previously sought bankruptcy protection on May 23, 2019
(Bankr. D. Md. Case No. 19-17000).
Nile Developers, LLC, again sought Chapter 11 protection (Bankr. D.
Md. Case No. 19-19384) on July 11, 2019. In the petition signed by
Addisu Mengesha, president, the Debtor was estimated to have assets
and liabilities in the range of $1 million to $10 million.
The Debtor tapped Alisha Elaine Gordon, Esq., at Law Offices of
Alisha Gordon as counsel.
NILE DEVELOPERS: Seeks to Hire Alisha Gordon as Counsel
-------------------------------------------------------
Nile Developers, LLC, seeks authority from the United States
Bankruptcy Court for the District of Maryland (Greenbelt) to employ
the Law Offices of A. Gordon, P.C. as its legal counsel.
Nile requires the firm to:
-- give the Debtor legal advice with respect to its powers and
duties under the Bankruptcy Code;
-- prepare as necessary, applications, answers, orders, reports
and other legal papers filed by or on behalf of the Debtor;
-- prepare a disclosure statement and plan of reorganization;
-- perform other legal services for the Debtor which may be
necessary to obtain confirmation of the plan of reorganization;
and
-- represent the Debtor's interests in the bankruptcy
proceedings.
The firm's standard hourly rate is $275.
Alisha Gordon, Esq., and Jeffrey M. Sherman, Esq., attest that they
are "disinterested persons" as that term is defined by Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Alisha Gordon, Esq.
Law Offices of A. Gordon, P.C.
1101 Connecticut Ave NW, Suite 450
Washington, DC 20036
Phone: 202-509-4680
Email: agordon188@aol.com
About Nile Developers
Nile Developers, LLC, a privately held building construction
consultant in Silver Spring, Md., filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-19384)
on July 11, 2019. In the petition signed by Addisu Mengesha,
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
The Debtor previously sought bankruptcy protection on May 23, 2019
(Bankr. D. Md. Case No. 19-17000).
Alisha Elaine Gordon, Esq., at Law Offices of A. Gordon, P.C.,
represents the Debtor as counsel.
P.P.S. TRUCKING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: P.P.S. Trucking, LLC
PO Box 698
Hennessey, OK 73742
Business Description: P.P.S. Trucking, LLC, based in Hennessey,
Oklahoma, is a provider trucking of
services.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Case No.: 19-14563
Judge: Hon. Janice D. Loyd
Debtor's Counsel: Stephen J. Moriarty, Esq.
FELLERS, SNIDER ET AL.
100 N. Broadway Ave., Suite 1700
Oklahoma City, OK 73102-8820
Tel: (405) 232-0621
Fax: (405) 232-9659
E-mail: smoriarty@fellerssnider.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Tom Holder, member/vice-president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/okwb19-14563.pdf
PRESTIGE COSMETICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Prestige Cosmetics LLC (USA)
180 Passaic Avenue, Suite 3
Fairfield, NJ 07004
Business Description: Prestige Cosmetics LLC (USA), a subsidiary
of Caret Corporation, manufactures, markets,
and distributes cosmetic products.
Chapter 11 Petition Date: November 8, 2019
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 19-31196
Judge: Hon. Vincent F. Papalia
Debtor's Counsel: Morris S. Bauer, Esq.
NORRIS MCLAUGHLIN, P.A.
400 Crossing Boulevard, 8th Floor
Bridgewater, NJ 08807
Tel: 908-252-4345
908-722-0700
E-mail: msbauer@nmmlaw.com
msbauer@norris-law.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ivonne Ruggles, 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/njb19-31196.pdf
PRIDE TRUCK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pride Truck Wash, LLC
500 S. Polk St, Ste. 16
Greenwood, IN 46143
Business Description: Pride Truck Wash, LLC is a privately held
company that provides automotive washing and
polishing services at its facility located
in Shepardsville, Kentucky.
Chapter 11 Petition Date: November 8, 2019
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Case No.: 19-08369
Judge: Hon. Jeffrey J. Graham
Debtor's Counsel: KC Cohen, Esq.
KC COHEN, LAWYER, PC
151 N. Delaware St Ste 1106
Indianapolis, IN 46204
Tel: 317-715-1845
Fax: 317-916-0406
Email: kc@esoft-legal.com
kc@smallbusiness11.com
Total Assets: $283,307
Total Liabilities: $2,696,966
The petition was signed by Jay Bryant, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/insb19-08369.pdf
PROFESSIONAL RESOURCES: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Professional Resources Management of Crenshaw, LLC
d/b/a Crenshaw Community Hospital
60 Commerce Street, Suite 700
Montgomery, AL 36104
Case No.: 19-33272
Business Description: Founded in 2005, Professional Resources
Management of Crenshaw, LLC provides general
medical and surgical hospital services.
Crenshaw Community Hospital has 65 beds and
offers a range of diagnostic, therapeutic,
emergency, and surgical services.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Middle District of Alabama (Montgomery)
Judge: Hon. William R. Sawyer
Debtor's Counsel: William Wesley Causby, Esq.
MEMORY MEMORY & CAUSBY, LLP
P.O. Box 4054
Montgomery, AL 36103
Tel: 334-834-8000
E-mail: wcausby@memorylegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vicki Lawrenson, 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/almb19-33272.pdf
PROGRESSIVE SOLUTIONS: Jan. 9, 2020 Plan Confirmation Hearing Set
-----------------------------------------------------------------
The Court has considered the stipulation filed by debtor
Progressive Solutions, Inc. and The City of Oakland requesting the
Court's approval to continue the hearings on calendar for Nov. 7,
2019, at 11:00 a.m.
On Oct. 22, 2019, Judge Scott C. Clarkson approved the stipulation
and established the following dates and deadlines:
* The chapter 11 case status hearing and confirmation hearing on
Debtor's First Amended Chapter 11 Plan are continued from Nov. 7,
2019, at 11:00 a.m. to Jan. 9, 2020, at 11:00 a.m.
* The confirmation hearing on Debtor’s Plan is set as a status
hearing only to determine the course of proceedings at that time.
Debtor shall file a status report not later than January 3, 2020.
The Debtor is represented by:
Lewis R. Landau
22287 Mulholland Hwy., # 318
Calabasas, CA 91302
Voice and Fax: (888)822-4340
E-mail: Lew@Landaunet.com
About Progressive Solutions
Founded in 1979, Progressive Solutions, Inc.
--http://www.progressivesolutions.com/-- is a provider of software
and support services to governmental entities. The Company is
headquartered in Brea, California.
Progressive Solutions commenced a Chapter 11 case (Bankr. C.D. Cal.
Case No. 18-14277) on Nov. 21, 2018. In the petition signed by
Glenn Vodhanel, president, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Lewis R. Landau, Attorney-at-Law, represents the Debtor.
PUERTO RICO HOSPITAL: Avanos Wants Supply Contracts in Disclosures
------------------------------------------------------------------
Avanos Medical, Inc. files its limited objection to the Joint
Disclosure Statement of Puerto Rico Hospital Supply, Inc. and
Customed, Inc.
Pre-petition and post-petition, Avanos sold various medical
products to Puerto Rico Hospital Supply, Inc. and to Customed, Inc.
The Debtors do not dispute Avanos' general unsecured claim against
PRHS. Setting forth that Avanos' general unsecured claim against
PRHS will be allowed in the amount of $412,758.94. Avanos' secured
claim against PRHS, for $4,959.60, is also undisputed. The
administrative priority portion of Avanos' claim against PRHS, for
$9,169.12, is marked as "pending review."
The Debtors do not list any contract with Avanos in their Schedule
G, nor do the Debtors list Avanos as having any cure amount or
schedule for payment of such cure amount.
Based on conversations between the undersigned and counsel to the
Debtors, the Debtors have indicated they do not have the financial
wherewithal to promptly cure the defaults with Avanos.
Avanos submits that the Disclosure Statement should be modified so
the record is clear that any distribution agreement or other
executory contract between Avanos and any of the Debtors will be
rejected on the Effective Date of the Plan.
A full-text copy of the Objection dated Oct. 22, 2019, is available
at https://tinyurl.com/y3qjvfj4 from PacerMonitor.com at no
charge.
Avanos Medical is represented by:
Fernandez Cuyar Rovira & Plá LLC
Juan A. Cuyar Cobb
San Juan, PR 00902-3905
Telephone: (787) 977-3772
Facsimile: (787) 977-3773
E-mail: jcc@fclawpr.com
About Puerto Rico Hospital Supply
Puerto Rico Hospital Supply, Inc., distributes medical supplies in
Puerto Rico. Customed Inc., founded in 1991, manufactures surgical
appliances and supplies.
Puerto Rico Hospital Supply, Inc., and Customed, Inc., filed
voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022
and 19-01023) on Feb. 26, 2019. The petitions were signed by Felix
B. Santos, president. At the time of the filing, Puerto Rico
Hospital was estimated to have $50 million to $100 million in
assets and $10 million to $100 million in liabilities while
Customed Inc. was estimated to have $10 million to $50 million in
both assets and liabilities.
The cases are assigned to Judge Enrique S. Lamoutte Inclan.
Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents
the Debtors.
QUAD/GRAPHICS INC: S&P Lowers ICR to 'B+'; Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Sussex,
Wisc.-based commercial printer Quad/Graphics Inc. to 'B+' from
'BB-' to reflect the company's current leverage above 4x and its
expectation that it will remain elevated in the high-3x area in
2020. The outlook is negative.
S&P is also lowering its issue-level ratings on the senior secured
debt to 'B+' from 'BB-' and the senior unsecured notes to 'B-' from
'B'.
The downgrade reflects the company's elevated leverage of 4.2x as
of Sept. 30, 2019, which is well above S&P's prior 3.5x downgrade
threshold for the rating. S&P expects that leverage will remain
around the 4x area at year-end 2019 before it falls below 4x in
2020. The company faces ongoing organic revenue declines and
worse-than-expected cost pressures resulting from challenging
industry conditions and one-time costs resulting from its failed
acquisition of LSC Communications Inc. S&P believes this will limit
free cash flow and hinder the company's ability to substantially
lower leverage over the next 12 months. The rating agency expects
competition and cost pressures in the commercial printing industry
will continue to remain intense and limit the company's operating
flexibility despite is substantial size as the second-largest U.S.
commercial printer and its cost-saving initiatives.
The negative outlook reflects the risk that Quad's leverage could
remain above S&P's 4x threshold for the 'B+' rating over the next
12 months due to stronger-than-expected revenue declines or rising
cost pressures that limit EBITDA generation. In S&P's view,
declining industry fundamentals heighten the risk that Quad's free
cash flow after debt repayment may be insufficient to reduce
leverage in line with the rating agency's expectations over the
next 12 months.
"We could lower the issuer credit rating if we expect Quad's
leverage to remain above 4x or its FOCF to debt to remain below 10%
for a prolonged period. This could result from accelerating organic
revenue declines, rising costs, or operational missteps that limit
the company's ability to reduce debt," S&P said, adding that it
could lower the rating if the company's debt covenant margin of
compliance falls below 15% or if it pursues significant
debt-financed acquisitions.
"We could revise the outlook to stable if the company successfully
pays down debt over the next 12 months such that we believe
leverage will remain below 4x," S&P said. Under this scenario, the
rating agency would expect stable EBITDA margins, prudent operating
expenditure management, and the use of substantially all free cash
flow after dividend payments for debt repayment.
"We could raise the rating to 'BB-' if we expect significant
improvement in revenue growth, EBITDA margins, cash flow, and debt
reduction such that we expect FOCF to debt to remain above 15% and
leverage to remain below 3.25x on a sustained basis," S&P said.
REAGOR AUTO MALL: SCU Claim Against Beals Reduced by $3,900
-----------------------------------------------------------
Debtors Bruce H. Beal and Karen L. Beal prevailed in their
objection to Santander Consumer USA's claim.
Bankruptcy Judge Robert L. Jones held that the allegations of the
Debtors' objection to the claim of Santander are deemed admitted,
and the debtors are entitled to the relief requested -- the
reduction of Santander's claim by the principal amount of $3,900,
plus interest charged on such amount.
The Court notes further that the requested relief is warranted
under the so-called "Holder Rule." In 1975, the Federal Trade
Commission (FTC) promulgated the Holder Rule, which requires
sellers to include language in consumer credit contracts that
preserves a consumer's defenses and claims. Under the Holder Rule,
consumers can "(1) defend a creditor suit for payment of an
obligation by raising a valid claim against the seller as a setoff,
and (2) maintain an affirmative action against a creditor who has
received payments for a return of monies paid on account." The
purpose of this language is meant to "protect consumers from the
advantages that accrue to holders in due course by shifting the
risk of a seller's nonperformance to sales contract holders."
In a Texas case, the court held the note holder liable to the
consumer for actual damages under the FTC Holder Rule. In Shelter
America Corp. v. Edwards, the Edwardses had traded in their old
mobile home to reduce the purchase price of a new mobile home. The
sellers represented to the Edwardses that they would satisfy the
secured debt on the old mobile home as a part of the trade-in.
Later, when the sellers had not paid off the pre-existing lien, the
mobile home was repossessed. The Edwardses were then held liable in
a deficiency judgment for the old mobile home to their former
secured creditor. The Edwardses sued the sellers and Shelter
America, the "present holder of the negotiable instrument which is
secured by the new mobile home" purchased from the sellers. The
note contained the FTC Holder Rule language. While the court held
that Shelter America was not liable for the deceptive acts of the
sellers under Texas law, Shelter America was subject to derivative
liability for claims against the sellers under the FTC Holder Rule.
The Edwardses were able to recover the money that they had paid
Shelter America under the contract to satisfy the actual damages
suffered by the Edwardses for the sellers' failure to pay off the
lien.
The facts here are similar to the facts in Shelter America. The
debtors traded-in their 2008 Nissan Armada to Reagor Auto Mall
(RAM) to reduce the purchase price of a 2016 Jeep Cherokee. Under
the retail installment contract with RAM, the gross trade-in value
for the Nissan was $6,000, but it secured a pre-existing lien with
a payoff amount of $3,900 that the Beals owed Americredit Financial
Services, Inc. The contract states that RAM, as seller, satisfied
the payoff, leaving a net trade-in of $2,100. The contract is dated
July 19, 2018, and was assigned to Santander the same day. The
contract contains the FTC Holder Rule language.
RAM did not pay the $3,900 owed on the trade-in as it was required
to do under the contract. In November of 2018, RAM filed for
Chapter 11 Bankruptcy. On March 4, 2019, the Beals filed their
joint chapter 13 bankruptcy. During the course of the bankruptcy
proceedings, the secured creditor on the Nissan Armada,
Americredit, filed a claim against the Beals for the unpaid lien on
the car. While the Beals have a claim against RAM for its failure
to pay the trade-in's lien, they may also, under the Holder Rule,
hold Santander liable for actual damages caused by RAM's failure.
Americredit's claim, per its proof of clam, is $3,625.55.
Santander, the assignee, filed its proof of claim asserting a
secured claim of $16,703.18.
The FTC Holder Rule protects consumers from being legally obligated
to pay a creditor-assignee like Santander to the extent of damages
caused by the seller's "breach of warranty, misrepresentation, or
even fraud. . . ." Under the FTC Holder Rule and case law, the
Beals may set-off the $3,900 that RAM failed to pay to satisfy
Santander's secured claim.
A copy of the Court's Memorandum Opinion and Order dated Oct. 7,
2019 is available at https://bit.ly/2NjxA2L from Leagle.com.
The Beals are represented by Clinton W. Cook, Law Office of Clinton
W. Cook.
About Reagor Auto Mall Ltd.
Reagor Auto Mall Ltd. and its affiliates are Texas limited
partnerships, which own and operate auto dealership in and around
West Texas. They make up part of what is known as the Reagor-Dykes
Auto Group.
Reagor Auto Mall, Reagor-Dykes Snyder LP, Reagor-Dykes Auto Mall I
LLC, Reagor-Dykes II LLC and Reagor-Dykes III LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
18-33577 to 18-33581) on Nov. 2, 2018.
At the time of the filing, Reagor Auto Mall estimated assets of $10
million to $50 million and liabilities of $10 million to $50
million. Reagor-Dykes Snyder estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million. Judge
Stacey G. Jernigan is the case judge.
RECREATE MED SPA: Venus Objects to Plan & Disclosures
-----------------------------------------------------
Venus Concept USA, Inc., a creditor of Recreate Med Spa LLC,
objects to Recreate Med Spa LLC's First Amended Plan of
Reorganization and First Amended Disclosure Statement dated
September 27, 2019.
The Debtor now seeks to treat Venus as a secured creditor and cram
down the amounts owed under the contracts with Venus, which is
objectionable as it needs to classify its contracts with Venus as
executory contracts. Once, classified as executory contracts, the
Plan becomes unconfirmable unless Venus consents.
The Debtor separately classifies Venus' unsecured claim in Class 3
(Class 3.1) from other unsecured claims in Class 3, even though the
same treatment is provided to both classes. A court must not
approve a plan placing similar claims differently solely to
gerrymander an affirmative vote on the reorganization plan.
The Debtor has not provided cash flow and cost estimates for the
five-year period and based on the operating reports showing income
and outflow of personal advances by the Debtor's principal, there
is little evidence that the Debtor can make the required payments
and keep up with new payments. With no projections creditors
cannot make a determination if there is sufficient income and
cutting of expenses to make the plan feasible.
Venus asks that the Court deny approval of the Disclosure
Statement, the Plan, dismiss the Case, and for such other relief as
the Court deems just and proper.
A full-text copy of the objection is available at
https://tinyurl.com/y3wcgz4w from PacerMonitor.com at no charge.
Venus Concept is represented by:
Janel M. Glynn
POLSINELLI PC
CityScape
One East Washington St., Suite 1200
Phoenix, Arizona 85004
Telephone: (602) 650-2000
Facsimile: (602) 264-7033
E-mail: jglynn@polsinelli.com
- and -
Andrew Nazar
POLSINELLI PC
900 W. 48th Place, Suite 900
Kansas City, Missouri 64112
Telephone: (816) 753-1000
Facsimile: (816) 753-1536
E-mail: anazar@polsinelli.com
About Recreate Med Spa
Recreate Med Spa LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12670) on Oct. 17,
2018. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of less than $50,000.
The Debtor tapped Bert L. Roos, P.C., as its legal counsel.
RECYCLING REVOLUTION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Recycling Revolution, LLC
9070 Kimberly Boulevard, Unit 53
Boca Raton, FL 33434
Business Description: Recycling Revolution, LLC --
www.RecyclingRevolution.net -- is a
recycling company specializing in low end,
contaminated, and hard to handle materials.
Recycling Revolution purchases all types of
plastic, metal and electronic waste,
including HDPE bottles, PET bottles,
commingled bottles, and HDPE mixed rigid
bottles.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Case No.: 19-25063
Judge: Hon. Mindy A. Mora
Debtor's Counsel: Joe M. Grant, Esq.
MARSHALL GRANT, PLLC
197 S. Federal Hwy #200
Boca Raton, FL 33432
Tel: (561) 361-1000
Fax: (561) 672-7581
E-mail: jgrant@marshallgrant.com
Total Assets: $365,896
Total Liabilities: $9,318,956
The petition was signed by Robin Seskin, member/president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flsb19-25063.pdf
RITORI LLC: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
Ritori, LLC and Marsalret, LLC seek authority from the U.S.
Bankruptcy Court for the District of Maryland to use cash
collateral to meet its ordinary and necessary expenses.
The Debtors were indebted to Community Bank of the Chesapeake
pursuant to various loan documents, including a Small Business
Administration Note. As of the Petition Date, Community Bank
asserts a secured claim against Ritori, Marsalret and Triplet LLC
in the amount of approximately $3,536,313.
The Debtors intend to use rents and accounts in which Community
Bank asserts a security interest to pay those obligations as set
forth in the budget. The Debtors seek an Order that, inter alia:
(a) Allows the Debtors to use their rents and accounts in
which the Community Bank asserts a security interest to pay those
obligations set forth in the budget for a period of approximately
thirty days from the Petition Date, through and including Nov. 30,
2019;
(b) Grants Community Bank adequate protection, retroactive to
the Petition Date, of its interest in the Prepetition Collateral,
including the cash collateral in an amount equal to the aggregate
diminution in value, if any, of such interests from and after the
Petition Date;
(c) Requires the Debtors to make adequate protection payments
to Community Bank no later than Nov. 15, 2019 in the amount of
$13,750, without prejudice to the Community Bank's right to seek
additional adequate protection in any subsequent cash collateral
order;
(d) Grants Community Bank a replacement lien on the same
assets and in the same priority of its Prepetition Liens; and
(e) Requires the Debtor to provide monthly operating reports
required by the Office of the U.S. Trustee, as well as such other
periodic financial information that Community Bank may reasonably
request of the Debtor (in addition to, and not in replacement of,
those reporting obligations that the Debtor may have under the
Prepetition Loan Documents).
A copy of Motion is available for free at
https://tinyurl.com/y5mwk56r from Pacermonitor.com
Ritori LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). Ritori sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 19-24473) on Oct.
29, 2019. The petition was signed by Maria Lubrano, authorized
representative. At the time of the filing, the Debtor disclosed
assets ranging between $1 million to $10 million and liabilities of
the same range. The Hon. Lori S. Simpson is the case judge. The
Debtor is represented by Steven L. Goldberg, Esq. at MCNAMEE,
HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A.
RIVER LANDING: Demands FSB Compliance With Plan, Settlement
-----------------------------------------------------------
Debtor River Landing Center, LLC, moves the BankruptcyCourt for an
order compelling the compliance of Frontier State Bank (FSB) with
the order confirming the Plan, order granting approval to the
Compromise, and the mediation settlement agreement between the
Debtor and FSB.
On or about Oct. 4, 2017, the Debtor and FSB entered into a
mediation settlement agreement.
As required to do by the terms of the Settlement Agreement and
Orders, FSB obtained updated appraisals of the properties which
serve as collateral for the debts owed to FSB, and provided them to
the Debtor. These updated appraisals were used to establish a Bid
Amount for each of the properties.
On Oct.3, 2019, the sales were conducted in the Foreclosure
Actions. FSB was the only bidder for each of the properties, and
FSB bid each Bid Amount as required to do by the Settlement
Agreement and the Orders. As a result, FSB owes at least
$1,644,753.68 to the Debtor.
The Debtor tells the Court FSB has refused to honor the terms of
the Settlement Agreement and Orders, and has refused the Debtor's
demand for payment of the surplus.
The Debtor requests the Court's guidance to resolve the dispute
between the Debtor and FSB, and asks this Court to order FSB to
comply with the terms of the Settlement Agreement and the Orders.
The Debtor requests that the Court enter an order requiring FSB to
fully comply with the terms of the Settlement Agreement and Orders,
and for such other and further relief as the Court deems
necessary.
A full-text copy of the motion dated Oct. 22, 2019, is available at
https://tinyurl.com/y67psxro from PacerMonitor.com at no charge.
About River Landing Center
River Landing Center has served the Fayetteville, NC area since
2009, specializing in commercial and residential development.
River Landing Center is owned by Lawrence H. Walsh, an army
veteran.
River Landing Center, LLC, sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 17-01144) on March 8, 2017. In the petition
signed by Kenneth C. Praschan, manager, the Debtor was estimated to
have $10 million to $50 million in assets and the same range of
liabilities. The Hon. Joseph N. Callaway is the case judge.
George M. Oliver, Esq., at THE LAW OFFICES OF OLIVER & CHEEK, PLLC,
is the Debtor's counsel.
The Debtor's counsel can be reached at:
GEORGE MASON OLIVER
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563-1548
Tel: (252) 633-1930
Fax: (252) 633-1950
E-mail: george@olivercheek.com
ROAD STAR TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Road Star Transport, Inc.
3044 Reflections Court
Greenwood, IN 46143
Business Description: Founded in 2008, Road Star Transport, Inc.
-- https://www.roadstartransportinc.com --
is a transportation company headquartered
in Greenwood, Indiana. The Company offers
truckload van and reefer services to 48
states.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Case No.: 19-08319
Judge: Hon. James M. Carr
Debtor's Counsel: Jeffrey M. Hester, Esq.
HESTER BAKER KREBS LLC
One Indiana Square, Suite 1600
211 N. Pennsylvania Street
Indianapolis, IN 46204-1816
Tel: 317-833-3030
Fax: 317-833-3031
E-mail: jhester@hbkfirm.com
Total Assets: $1,839,400
Total Liabilities: $3,629,446
The petition was signed by Rana Singh, authorized representative.
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/insb19-08319.pdf
S.L.B. ESSEX: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: S.L.B. Essex Family Limited Partnership
330 W. 56th Street
Apartment 15G
New York, NY 10019
Business Description: S.L.B. Essex Family Limited Partnership owns
a rental bedroom apartment in Essex, New
York.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 19-13576
Debtor's Counsel: Gary A. Goldstein, Esq.
GARY GOLDSTEIN, PA
1710 Lands End Rd
Manalapan, FL 33462
Tel: 561-373-0327
E-mail: gary@gagpa.com
Total Assets: $4,000,000
Total Debts: $3,800,000
The petition was signed by Irma Lauren Yeterian Berger, owner and
manager.
The Debtor lists Citimortgage Inc. as its sole unsecured creditor
holding a claim of $3,894,419.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-13576.pdf
SENIOR CARE: PM Management Transferring Assets to Palatine
----------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas Motion to (i)
approve the operations transfer and surrender agreement ("OTA") by
and between PM Management – Round Rock AL, LLC ("Transferor")
and Palatine Capital Partners Acquisitions, LLC or its designee
("New Operator"); and (ii) authorize the transfer of the certain
assets and operations of the skilled nursing facility known as
"Wyoming Springs Assisted Living and Memory Care," located at 7230
Wyoming Springs Drive, Round Rock, Texas ("Assets") from the
Transferor to the New Operator pursuant to the OTA, free and clear
of all claims and encumbrances.
Transferor is the operator of the Facility, pursuant to the Lease
Agreement, dated Nov. 10, 2010 (as amended from time to time)
between Lessee and OLP Wyoming Springs, LLC ("Landlord"), by virtue
of a subsequent assignment of the Lease dated Aug. 6, 2013. The
Court rejected the Lease oon Feb. 28, 2019.
In connection with the transfer of the Assets, the Debtors and the
Landlord have negotiated a comprehensive agreement that resolves
various disputed issues and obviates the need to engage in costly
and protracted litigation, creates a pathway for the Debtors to
resolve certain of their financial difficulties, preserves the jobs
of a substantial portion of the Debtors' employees by keeping all
of the Debtors’ operating facilities operational, and, most
importantly, allows for the continued care of the Debtors'
patients.
In conjunction with the Motion, the Debtors have contemporaneously
filed a motion seeking the Court's approval of the Settlement
Agreement with Landlord. Each motion is contingent on the other
motion being approved by the Court. Under the Settlement
Agreement, the parties agree that (i) the Debtors will transfer the
Assets to the New Operator pursuant to the OTA, and (ii) the
Effective Date of the Settlement Agreement will be the date of
entry of a final, nonappealable order by the Bankruptcy Court
approving, implementing, and authorizing the Debtors to undertake
the terms of the Settlement Agreement.
A material term of the Settlement Agreement requires the Debtors to
transfer the Assets to the New Operator and; therefore, as required
by Bankruptcy Code Sections 363 and 365, the Debtors file the
Motion asking the Court's approval.
The Transferor is the operator of the Facility. It owns certain
assets in connection with the operation of its Facility. The New
Operator desires to purchase from the Transferor the Assets related
to the Facility. The New Operator, as of the date hereof, has
executed the OTA with respect to the Facility it is purchasing,
subject to Bankruptcy Court approval. The New Operator and the
Transferor intend to transfer the Facility on the date that is five
business days after the date on which the New Operator received
notice from the Texas Health & Human Services Commission ("HHSC")
that it is permitted to close on the Facility. The OTA has an
outside date of Dec. 24, 2019.
As to the Facility, the Assets to be transferred under the OTA,
specifically exclude (a) the accounts receivable, which are
critical to the Debtors' current operations and are needed to fund
other creditor distributions under a proposed plan, and (b) any and
all causes ofaction, claims, or rights of avoidance or recovery of
any transfers or liens under chapter 5 of the Bankruptcy Code or
applicable state law.
Generally, the Assets include:
a. All inventory, supplies, computers, software (to the extent
permitted by applicable licensing agreements), and vehicles;
b. At the New Operator's option, and subject to subsequent
Court approval, any service contracts, licenses, and equipment
leases for which Sabra or the New Operators will pay any cure
amounts related to prepetition defaults;
c. All charts, personnel records, property manuals,
resident/patient charts and records, lists, and similar documents
including
employee manuals, training materials, policies, procedures and
materials related thereto;
d. Subject to subsequent Court approval, all existing
agreements with residents, including agreements to hold
residents’ funds in trust;
e. Subject to applicable regulatory and Court approval, all
federal, state, or municipal licenses, certifications,
certificates, approvals, permits, variances, waivers, provider
agreements, and other authorizations certificates, to the extent
assignable;
f. All assignable equipment warranties in favor of the
Transferor;
g. All other assignable intangible property not enumerated in
the OTA (including trade names) that are used by the Debtors in
connection with the operation thereof;
h. All Debtor trade names associated with the Facility
including the name of the Facility as then known to the general
public, and all goodwill associated therewith; and
i. All telephone numbers used in connection with the operation
of the Facility, and all goodwill of the Debtor associated with the
Facility.
On the terms and subject to the conditions contained in the OTA, at
the Closing, the New Operator will assume or otherwise be
responsible for all liabilities and obligations under the Assets
accruing or arising solely after the Closing ("Assumed
Liabilities"), and the Debtors will have no liability for any such
liabilities or obligations. Except for the Assumed Liabilities and
cure amounts in association with any transferred contracts, the New
Operator will not assume or be liable for any liability,
obligation, debt, claim against, or contract ofthe Facility or the
Debtors.
The Debtors anticipate that any secured creditors will consent to
the sale of the Assets pursuant to the OTA. In addition, absent
any objection to the Motion, all such secured creditors will be
deemed to have consented to the relief requested. Accordingly, the
Debtors ask that the Assets be transferred free and clear of any
liens, claims, encumbrances or other interests, including, without
limitation, any claims arising under doctrines of successor
liability.
The Transferor proposes to transfer the Assets to the New Operator
and believe such transfer is in the best interests of the Debtors,
their creditors, and the estates.
Finally, the Debtors ask that any order approving the Motion be
effective immediately, thereby waiving the 14-day stays imposed by
Bankruptcy Rules 6004 and 6006.
A copy of the OTA attached to the Motion is available for free at:
http://bankrupt.com/misc/Senior_Care_2012_Sales.pdf
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 the Chapter 11 Cases.
SHERIDAN HOLDING: Files Plan Supplement for Prepack
---------------------------------------------------
Debtors Sheridan Holding Company II, LLC, et al., filed with the
U.S. Bankruptcy Court for the Southern District of Texas a plan
supplement for their prepackaged plan of reorganization pursuant to
Chapter 11 of the Bankruptcy Code.
The Plan Supplement includes current drafts of the following
documents (which continue to be negotiated between the Debtors, the
Consenting Sheridan II Revolving Lenders, the Consenting Sheridan
II Term Lenders, and the Consenting Sheridan II Subordinated Term
Lenders (together, the "Consenting Creditors") and will be filed in
substantially final form on or prior to the Effective Date):
Exhibit A. Restructuring Transactions Memorandum
Exhibit B. Schedule of Retained Causes of Action
Exhibit C. Assumed Executory Contracts and Unexpired Leases
Schedule
Exhibit D. Exit Facility Term Sheet
Exhibit E. 1129(a)(5) Disclosures Regarding Directors and
Officers
Restructuring Transactions
Pursuant to Article IV.B of the Plan, if the Reorganized Debtors
implement the Equitization, the following transaction will occur.
Before the Effective Date:
* New Sheridan, [Intermediate HoldCo] (Intermediate) and [Lower
HoldCo] (HoldCo) will be formed on behalf of the [Sheridan II
Revolving Lenders, the Sheridan II Term Lenders, and the Sheridan
II Subordinated Term Lenders]. Each of New Sheridan, Intermediate,
and HoldCo will be formed as either a corporation or a limited
liability corporation that elects to be taxed as a C corporation
for U.S. tax purposes.
* Sheridan II Revolving Lenders and the Sheridan II Term Lenders
will be separated into two groups: (1) Group A Creditors
(consisting of Holders of Claims holding, in the aggregate, more
than 20% of total Claims, but less than 50% of total Claims) who
will receive New Common Stock from the Reorganized Debtors in
satisfaction of their Claims (Group A Claims) and (2) Group B
Creditors (consisting of Holders of Claims holding, in the
aggregate, less than 80% of total Claims) who will contribute a
portion of their Claims (Group B Claims) directly to New Sheridan
in exchange for New Common Stock.
On the Effective Date, the Reorganized Debtors will undertake the
following transactions, which will be deemed to occur in the
following order:
* Group B Creditors will contribute a portion of their Claims to
New Sheridan in exchange for shares of New Common Stock that will
constitute more than 50% but less than 80% of the total shares of
New Common Stock.
* New Sheridan will contribute the Contributed Claims to
Intermediate, which will contribute the Contributed Claims to
HoldCo.
* New Sheridan will issue shares of New Common Stock to
Intermediate, which will contribute such shares of New Common Stock
to HoldCo.2
* Sheridan Production Partners II-B, L.P. will distribute all of
its assets to Sheridan Investment Partners II, L.P. in complete
liquidation and all existing equity Interests in Sheridan
Production Partners II-B, L.P. will be cancelled.
A full-text copy of the plan supplement dated October 24, 2019, is
available at https://tinyurl.com/y3je6wxb from PacerMonitor.com at
no charge.
About Sheridan Holding Company II
Sheridan Holding Company II LLC
--http://www.sheridanproduction.com/-- is an independent oil and
natural gas company with production and development activities in
the Rocky Mountains, West Texas, and New Mexico.
Sheridan and its debtor-affiliates comprise one of three private
placement oil and gas investment funds in the Sheridan group, all
under the common management of non-debtor Sheridan Production
Partners Manager, LLC.
The Debtors' assets are primarily mature producing properties with
long-lived production, relatively shallow decline curves, and
lower-risk development opportunities.
Sheridan Holding Company II, LLC, and certain affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35198) on Sept.
15, 2019, to seek confirmation of a prepackaged plan of
reorganization that would reduce debt by $900 million.
The Debtors are estimated to have $100 million to $500 million in
assets and at least $1 billion in liabilities as of the bankruptcy
filing.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel;
Evercore Group L.L.C. as investment banker; and AlixPartners, LLP
as restructuring advisor. Prime Clerk LLC is the claims agent.
SHERRILYN KENYON: Trustee Proposes Online Auction of Four Vehicles
------------------------------------------------------------------
Timothy G. Niarhos, the Trustee of Sherrilyn Woodward Kenyon, asks
the U.S. Bankruptcy Court for the Middle District of Tennessee to
authorize the online auction sale of the following vehicles: (i)
2015 Audi R8, VIN WUAVNAFG7F7002056 (ii) 2014 Porsche Cayman, VIN
WP0AB2A86EK190669; (iii) 2014 Chevrolet Corvette, VIN
G1YF3D78E5111196; and (iv) 1964 1/2 Ford Mustang, VIN 5F08D1572.
A hearing on the Motion is set for Nov. 19, 2019 at 9:00 a.m. The
objection deadline is Nov. 5, 2019.
Will McLemore of McLemore Auction Co. will conduct the online
auction. The sale will be free and clear of all liens. The sale
is to close by Dec. 4, 2019.
The Trustee will convey by valid bankruptcy trustee's deed, or
appropriate instrument, right, title, and interest that Trustee has
the right to convey. The property is to be sold as is, where is,
and free and clear of any liens. Any valid and proper lien will
attach to the proceeds of the sale. The sale price will exceed the
sum of the costs of sale, liens, exemptions and other deductions.
The proceeds of the sale will be subject to auctioneer's fees and
expenses, agent's fees and expenses, trustee fees and expenses, if
any, as well as ordinary closing costs deemed necessary by the
Trustee.
The Trustee to file a report of sale upon closing of sale. It is
anticipated that there is sufficient equity in the property to pay
all Section 506(c) expenses.
The Trustee prays for the entry of the attached order authorizing
the sale of the property free and clear of all liens, pursuant to
11 U.S.C. Section 363(b), (f), (h), (m) and FRBP 6004, and for such
other further general relief as is just.
The Trustee:
Timothy G. Niarhos, Trustee
1106 18th Ave. South
Nashville, TN 37212
Telephone: (615) 320-1101
Facsimile: (615) 320-1102
E-mail: tim@niarhos.com
Sherrilyn Woodward Kenyon sought Chapter 11 protection (Bankr. M.D.
Tenn. Case No. 19-04897) on July 31, 2019. The Debtor tapped
Lefkovitz and Lefkovitz, PLLC, as counsel.
SIDNEY & LAUREN: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Sidney & Lauren Berger Qualified Personal Residence Trust
330 W. 56th Street
Apartment 15G
New York, NY 10019
Business Description: Sidney & Lauren Berger Qualified Personal
Residence Trust owns a single family rental
house in Westhampton Beach, New York.
Chapter 11 Petition Date: November 7, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 19-13575
Debtor's Counsel: Gary Goldstein, Esq.
GARY GOLDSTEIN, PA
1710 Lands End Rd
Manalapan, FL 33462
Tel: 561-373-0327
E-mail: gary@gagpa.com
Total Assets: $3,000,000
Total Debts: $2,500,000
The petition was signed by Irma Lauren Yeterian Berger, owner and
manager.
The Debtor lists Citimortgage Inc. as its sole unsecured creditor
holding a claim of $2,721,429.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-13575.pdf
SIERRA ENTERPRISES: S&P Alters Outlook to Neg., Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Fresno,
Calif.-based developer, manufacturer, and marketer of fruit and
flavor products, Sierra Enterprises LLC and the 'B' issue-level
rating, with a '3' recovery rating (rounded estimated recovery of
55%), on the company's first-lien senior secured facilities
including a $35 million first-lien revolver due November 2022 and a
$282 million first-lien term loan due November 2024.
S&P revised the outlook to negative to reflect leverage that is
approaching its 7x downgrade trigger and elevated execution risks
related to the company's investment in aseptic packaging.
The outlook revision to negative reflects the
higher–than-projected leverage with higher execution risk related
to expanding Tru's facilities.
Sierra's adjusted leverage (prior to adjusting for one-time
transaction costs, non-cash non-operating costs, and pro-forma
EBITDA contribution from Tru increased to 6.8x for the
12-months-ended June 30, 2019, which is close to S&P's downgrade
trigger of 7x. Free operating cash flow (FOCF) generation also
remains significantly pressured, as S&P expects the company will
continue generating negative FOCF in fiscal 2020 due to capital
expenditure (capex) requirements for the expansion of Tru
facilities purchased earlier this year, totaling about $35 million
over the next 12 months and Tru's working capital usage of about
$10 million. This coupled with S&P's expectation for the underlying
business to generate FOCF of about $15 million leads the rating
agency to project free cash outflows of about $25 million to $30
million for fiscal 2020." While the capex requirements related to
Tru do not encumber the company's core business (as they are funded
by cash available on balance sheet) and underlying profitability is
expected to grow in the mid-single-digit range despite input cost
pressures, the high leverage leaves little room for execution
missteps, integration risks, or an unexpected slowdown in the
underlying business in an economic downturn.
The negative outlook reflects elevated leverage approaching S&P's
7x debt-to-EBITDA downgrade trigger and execution risks related to
developing, integrating, and managing the Tru Asceptics operations
and pressures on profitability because of input cost inflation.
"We could lower the rating on Sierra Enterprises over the next 12
months if the company's leverage remains around 7x. We believe this
could occur if the company is not able to offset cost pressures
with price increases or if the company incurs higher than expected
implementation costs related to its Tru Asceptics expansion
initiatives," S&P said.
"We could revise the outlook to stable if the company improves
leverage closer to 5.5x and expands EBITDA margins closer to 10% as
one-time costs roll off. An outlook revision to stable would also
be predicated on the company executing its Tru capacity expansion
without excessive cost overruns and on time, including meaningfully
ramping up production by the end of fiscal 2020," the rating agency
said.
SPN INVESTMENTS: Wants Status Conference Continued to Dec. 12
-------------------------------------------------------------
In its status report filed in bankruptcy court, SPN Investments,
Inc., said that on April 24, 2019, the Court approved the sale of
substantially all of SPN's assets to SUMMIT RIDGE INDUSTRIES, and
that sale has closed. The Debtor is therefore not operating and
has $99,000.00 in its cash collateral account as a result of the
sale. The Debtor is informed and believes that the cash is
encumbered by the security interests of WELLS FARGO BANK.
SPN Investment filed with the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, its Original
Disclosure Statement and Plan, but is in the process of preparing
its First Amended Disclosure Statement which the Court has set for
hearing on Dec. 12, 2019, at 10:30 a.m. The Debtor requests that
the Court continue this status conference to the same date and time
as the hearing set by the Court on the adequacy of the Debtor's
First Amended Disclosure Statement.
The Debtor is represented by:
JEFFREY S. SHINBROT, ESQ.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
Tel: (310) 659-5444
Fax: (310) 878-8304
E-mail: jeffrey@shinbrotfirm.com
About SPN Investments
SPN Investments Inc., d/b/a eInflatables, is a manufacturer of
sporting and athletic goods, including sports and fitness
equipment. eInflatables offers a selection of inflatable play
structures, including water slides, dry slides, wet & dry Slides,
combo units, obstacle courses, inflatable games, bouncers and
more.
SPN Investments Inc. filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 19-10893) on March 12, 2019. In the petition signed by
CEO Valentina Troshchiy, the Debtor was estimated to have up to
$50,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Erithe A. Smith. Jeffrey S.
Shinbrot, Esq., at Jeffrey S. Shinbrot, APLC, is the Debtor's
counsel.
SPRINGLEAF FINANCE: S&P Rates New $750MM Unsecured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' senior unsecured debt rating
on Springleaf Finance Corp.'s (SFC) proposed $750 million of
unsecured notes due in 2029. SFC is a direct, wholly owned
subsidiary of OneMain Holdings Inc. The notes will be guaranteed on
an unsecured basis by OneMain. The company intends to use the
proceeds for general corporate purposes, which may include debt
repayments and repurchases. As of Sept. 30, 2019, OneMain's
leverage, measured as debt to adjusted total equity, was 5.7x
compared with 5.5x at year-end 2018. As of September 2019, the
company had $556 million in general reserves, which S&P adds back
to tangible equity to compute the rating agency's adjusted total
equity. Pro forma, it anticipates leverage to remain below 6.0x and
expect the company to work toward lowering leverage toward 5.0x by
year-end 2019. S&P's issuer credit rating on OneMain is 'BB-' with
a stable outlook.
The stable outlook reflects S&P's expectations that over the next
12 months OneMain will maintain its competitive position in
nonprime consumer lending and operate with leverage, measured as
debt to adjusted total equity, of 4.5x-5.0x on a sustained basis.
S&P expects net charge-offs to remain below 6.5% on a consistent
basis and the firm to maintain its existing funding mix.
SWELL CHICAGO: Dec. 10 Plan & Disclosure Hearing Set
----------------------------------------------------
Debtor Swell Chicago, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, an amended
proposed disclosure statement and amended plan of reorganization.
On Oct. 24, 2019, Judge Deborah L. Thorne ordered that:
* Dec. 10, 2019, 10:30 a.m. is fixed for the combined hearing to
consider the approval of the Amended Proposed Disclosure Statement
and confirmation of the Amended Plan of Reorganization to be held
at the U.S. District Courthouse, 219 South Dearborn Street,
Chicago, Illinois, in Courtroom No. 613.
* Dec. 3, 2019, is fixed as the last date for filing ballots,
either accepting or rejecting the Plan.
* Dec. 4, 2019, is fixed as the last date for filing and serving
written objections to confirmation of the Amended Plan and to the
Amended Proposed Disclosure Statement.
A full-text copy of the order dated Oct. 24, 2019, is available at
https://tinyurl.com/y4x6u58x from PacerMonitor.com at no charge.
Swell Chicago, LLC, sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 19-08856) on March 28, 2019, estimating less than $1
million in assets and liabilities. Joseph E. Cohen, Esq., at COHEN
& KROL, is the Debtor's counsel.
TAYLOR MORRISON: Moody's Affirms Ba3 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed all ratings of Taylor Morrison
Communities, Inc., including the Ba3 Corporate Family Rating and
the Ba3 rating on the company's senior unsecured notes, following
the company's announcement that it will acquire all of the
outstanding shares of William Lyon Homes common stock. The
Speculative Grade Liquidity Rating remains SGL-2. The outlook
remains stable.
The affirmation of the company's Ba3 corporate family rating
reflects the acquisition's modest strain on Taylor Morrison's
financial profile, while enhancing the company's overall business
profile. Pro forma for the transaction, gross homebuilding debt to
total capitalization increases to 52% from 46.5% at September 30,
2019. Moody's expects that leverage will decline to below 50%
within the 12 months following the transaction through a
combination of organic growth and debt reduction. The gross
operating margin of both homebuilders is similar at about 17%, and
Moody's expects the combined company to operate closer to 18% post
acquisition and fully integrated.
The addition of William Lyon's land inventory significantly
increases Taylor Morrison's size and scale, creating the fifth
largest homebuilder in the U.S. in terms of home closings. The
acquisition provides an entrance for Taylor Morrison into three new
markets -- Seattle, Portland and Las Vegas -- as well as increasing
the company's presence in Denver, San Francisco, Phoenix, Austin,
Riverside and Los Angeles. In addition, Taylor Morrison's product
mix of entry-level homes, a segment that is expected grow faster
than other housing categories, will increase to 36% on a proforma
basis from 28% as of Q3 2019.
The transaction is valued at $2.4 billion, including the assumption
of all of William Lyon's debt. Financing will be in the form of
Taylor Morrison stock combined with cash. The transaction is
expected to close in late Q1 2020 or early Q2 2020. All ratings are
subject to the execution of the transaction as currently proposed
and Moody's review of final documentation. The instrument ratings
are subject to change if the proposed capital structure is
modified.
The following rating actions were taken:
Issuer: Taylor Morrison Communities, Inc.
Corporate Family Rating, affirmed at Ba3
Probability of Default Rating, affirmed at Ba3-PD
Senior Unsecured Bonds, affirmed at Ba3 (LGD4)
Outlook Action:
Issuer: Taylor Morrison Communities, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Taylor Morrison's Ba3 rating reflects solid credit metrics for the
rating category, despite weakened leverage and interest coverage
following the Williams Lyon acquisition, and strong market position
within existing markets. These factors are counterbalanced by a
steady decline in operating margins and an increased level of
operational risk associated with the integration of a
public-company peer on the heels of another public-company
acquisition in October 2018.
The stable outlook reflects Moody's expectation of a successful
integration of William Lyon Homes and achievement of the planned
cost synergies that will support leverage falling below 50% over
the 12 months following the closing of the transaction. Moody's
also expects that the company will maintain good liquidity.
The rating could be upgraded if the company can sustain adjusted
gross margins over 20%, interest coverage above 5.5X, and adjusted
homebuilding debt to book capitalization below 45%. A downgrade
could result should adjusted homebuilding debt to total
capitalization be sustained above 50%, interest coverage fall below
4x, and adjusted gross margins be sustained below 18%. In addition,
negative ratings pressure would also result from any difficulties
in integrating the William Lyons Home acquisition.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Taylor Morrison Home Corporation, an indirect parent company of
Taylor Morrison Communities, Inc., is a national homebuilder and
developer based in Scottsdale, Arizona and operated under two
brands, Taylor Morrison and Darling Homes. The company serves a
wide array of consumer groups from coast to coast, including
first-time, move-up, luxury, and 55 plus buyers. Pro forma revenue
for the William Lyon Homes acquisition is $6.7 billion.
US GC INVESTMENT: Seeks Plan Deadline Extension Over Fu Objections
------------------------------------------------------------------
US GC Investment, L.P., on Oct. 8, 2019, filed a motion asking the
bankruptcy court to continue the deadline for filing its Disclosure
Statement and Plan of Reorganization, currently set for Nov. 6,
2019, to June 1, 2020, and continue the Dec. 19, 2019 hearing o the
Debtor's Disclosure Statement.
Any response to Debtor's Motion was due to be filed no later than
Oct. 15, 2019. However, Fu & Sons' response was not filed until
Oct. 21, 2019. This late filing considerably shortened Debtor's
time to file its response to the objection.
The Debtor is severely prejudiced by this delay as it was only
afforded one day to file its response whereas Fu & Sons had ample
notice and ample time to formulate its response to Debtor's Motion.
Fu & Sons' untimely filing brazenly flouts the Local Bankruptcy
Rules with no explanation provided for its late filing. The Court
should not give countenance to such conduct. The Court should
overrule Fu & Sons' Opposition and grant Debtor’s Motion.
The Debtor requests that the Court overrule Fu & Sons' Opposition,
and continue the deadline for Debtor to file its Disclosure
Statement and Plan of Reorganization, currently set for Nov. 6,
2019, to June 1, 2020, or such time and date thereafter as
determined by the Court, and continue the December 19, 2019 hearing
on the adequacy of Debtor's Disclosure Statement.
A full-text copy of the Debtor's reply dated Oct. 22, 2019, is
available at https://tinyurl.com/y2o5tfdt from PacerMonitor.com at
no charge.
About US GC Investment L.P.
US GC Investment, L.P., owns a building which it constructed for
the operation of Golden Corral Restaurant. The 11,548-square-foot
building is located on the land owned by the landlord, Fu & Sons
Investment LLC. The property has a liquidation value of $1.8
million.
US GC Investment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-23436) on Nov. 15,
2018. At the time of the filing, the Debtor disclosed $1,880,390
in assets and $3,964,666 in liabilities. The case has been
assigned to Judge Vincent P. Zurzolo.
USA LANDS: Fearrands Buying Pineville Property for $115K
--------------------------------------------------------
USA Lands, LLC, asks the U.S. Bankruptcy Court for the Western
District of Louisiana to authorize the sale of the real property
bearing a municipal address of 5 Ben Craig Road, Pineville,
Louisiana, to Michael Fearrand and Sydney Parker Fearrand for
$115,000.
Among the assets of the estate is the Debtor's interest in and to
the following described immovable property, together with all
buildings and improvements, to-wit: That certain piece, parcel or
tract of land, together with all buildings and improvements located
thereon, and all rights, ways, and privileges thereto appertaining,
being, lying and situated in Rapides Parish, Louisiana, and being
more particularly described as follows, to-wit: Begin at the
northwest corner of that certain forty acre tract of land described
as the Southwest Quarter of the Northwest Quarter (SW 1/4 of NW
1/4) of said Section 12, and then run East along the north section
line of said forty acre tract a distance of 200 feet to the point
of beginning of the herein described property; from the point of
beginning thus established, continue East along the north section
line of said forty acre tract a distance of 321.75 feet; thence
turn at a right angel and run South a distance of 151.7 feet;
thence turn at a right angle and run West 321.75 feet; thence turn
at a right angle and run North 157.1 feet back to the point of
beginning, containing 1.13 acres, more or less, and being the same
property acquired by Dana Dyer Purvis and John R. Purvis, Jr. from
Mary Snodgras Dyer by deed dated Sept. 10, 2002, recorded at COB
1645, Page 715, records of Rapides Parish, Louisiana, and being a
portion of that property acquired by Frank H. Snodgrass from
Alberta G. Lewis by deed dated Aug. 25, 1945, recorded at
Conveyance Book 301, Page 233, records of Rapides Parish,
Louisiana, also described at Conveyance Book 1931, Page 967, of the
records of Rapides Parish, Louisiana.
The Debtor's Managing Member purchased the property within the last
eight years for the sum of $10,000.
The Debtor has received an offer to purchase the same for $115,000,
from the Buyers, which it believes is fair and reasonable. The
terms of the sale provide that the price is to be paid in cash or
cash equivalent at the time of closing. Additional terms provide
that up to the sum of $5,000 will be paid from the sales price for
closing costs and "pre-paids."
The offer made is fair and the Debtor recommends approval of the
same as being in the best interest of the estate. In the event the
prospective purchaser so identified does not comply with the offer
so made, mover seeks authority to sell the subject property for the
same price and under the terms stated herein to any other purchaser
willing to pay the same.
The mortgage records of Rapides Parish, Louisiana, reflect that the
property is encumbered by a mortgage in favor of BancorpSouth Bank
dated Nov. 3, 2015, and filed and recorded Nov. 4, 2015, at
Mortgage Book 2904, Page 934, instrument number 1563856, in an
amount not to exceed $50 billion. The Debtor knows of no other
liens other than that of BancorpSouth Bank.
The property should be sold free of liens with the liens and
encumbrances to attach to the proceeds of the sale, in order to be
able to deliver a good, valid and merchantable title to the
Purchasers of the property. The offer is being made to purchase
the property, free and clear of all liens, interests, and
encumbrances, with the same to attach to the proceeds of the sale.
The terms of the offer provide that USA Lands, LLC, will pay up to
the sum of $5,000 from, the proceeds of the sale for closing costs
and "pre-paids." In addition, the sale should be allowed
conditioned upon the Debtor paying its proportionate share of the
normal and customary closing costs, including its pro rata share of
ad valorem taxes, real estate commission and costs for redemption,
if required.
The Debtor desires to accept the offer made, or any other which may
be in an amount in excess of it. The Purchaser will buy the
Property "as is, where is." The sale will be without any warranty
or recourse whatsoever, even as to return of the purchase price,
but with full substitution and subrogation to all rights and
actions of warranty against all preceding owners.
The property remains largely vacant and is not producing income for
the estate. It is subject to being vandalized and being occupied
by vagrants. The Debtor has no insurance on the property and the
mortgage holder has therefore been required to obtain its own
insurance. Continued possession of the property by the estate is
not in the best interest of the Debtor's estate or any party in
interest.
The realtor retained by Debtor prior to the filing of the case and
whose employment was approved by the Court by order dated Sept. 17,
2019, has diligently marketed the property and the offer before the
court is the best one she could obtain. The Debtor therefore
recommends the sale to the prospective purchasers, Michael Fearrand
and Sydney Parker Fearrand, as being in the best interests of the
estate.
The Debtor asks that the Court authorizes and directs the Clerk and
Recorder of Mortgages or Clerk of Court of Rapides Parish or other
public officials to cancel and release the Property from the effect
of all liens and encumbrances shown in the public records only
insofar as they attach to the Property.
The Debtor asks an order of the Court allowing for payment of the
fees and expenses of its attorney in the sum of $3,500, plus costs
of court, and cost of mortgage certificate, incurred in presenting
the matter to the court, without further proceedings, as an expense
of the sale as described, to be deducted from the sales price and
paid at the time of closing.
The proceeds received from the sale should be paid to satisfy the
secured claim of BancorpSouth Bank and mover seeks authority to pay
the same as soon as is practical, specifically being at the closing
of the sale. The Debtor also asks authority to pay the costs and
expenses of the clerk of the Court and the attorney for the Debtor
in connection with the Motion should be paid, prior to the mortgage
holder. The carve out should be paid at the time of the closing of
the sale.
All the usual and customary charges incurred as well as the closing
costs described and paid at closing should be authorized to be
paid, including pro rata ad valorem taxes, the seller's portion of
closing costs, and the costs of redemption, if necessary.
The Debtor asks the Court that any order issued granting the sale
should be determined to be a final order and implemented forthwith
in accordance with the provisions of Federal Rule of Bankruptcy
Procedure 6004.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/USA_Lands_40_Sales.pdf
About USA Lands
USA Lands, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 19-80784) on Aug. 20,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000, and liabilities of between $100,001
and $500,000. The case is assigned to Judge Stephen D. Wheelis.
Thomas R. Willson, Esq., is the Debtor's legal counsel.
WESCO AIRCRAFT: S&P Rates Secured Notes 'B'; Rating on Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Wesco
Aircraft Holdings Inc.'s proposed secured notes due 2024 and placed
it on CreditWatch with negative implications. S&P also assigned a
'3' recovery rating, indicating its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in a default scenario.
The issue-level and recovery ratings on the other proposed debt are
not affected.
The company has modified its financing for the proposed acquisition
by Platinum and merger with Pattonair (Pioneer Holding LLC),
although the total amount of debt remains the same. It no longer
plans to issue a $600 million term loan B and will now issue a
total of $1.6 billion in secured notes in two tranches due 2024 and
2026. The remaining sources and uses are unchanged. As the total
amount of secured debt is not changing, the recovery prospects for
the secured and unsecured debt is not affected, although the
average coupon on the debt will likely be higher than for the
original capital structure.
S&P's 'B' issuer credit rating is unchanged and remains on
CreditWatch negative due to the pending transaction, which will
result in higher leverage.
Issue Ratings--Recovery Analysis
Key analytical factors
-- The company's proposed capital structure will now comprise $1.6
billion of secured notes separated into five-year and seven-year
tranches, $575 million of eight-year unsecured notes, and a
five-year $375 million asset-backed (ABL) revolver (unrated) that
will have $55 million drawn at close.
-- Both the proposed five- and seven-year secured notes have a
first lien on fixed assets and a second lien on current assets and
are pari passu.
-- The company will use the proceeds from the notes to partially
finance the acquisition of Wesco and merger with Pattonair.
-- Other key default assumptions include LIBOR of 2.5% and the
revolver is 60% drawn. S&P also considers drawings on the ABL
revolver as priority claims.
Simulated default assumptions
-- Simulated year of default: 2021
-- EBITDA at emergence: $237 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $1.13 billion
-- Valuation split (obligors/nonobligors): 65%/35%
-- Priority claims: $230 million
-- Collateral value available to first-lien debt: $758 million
-- Secured first-lien debt claims: $1.66 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Collateral value available to unsecured claims: $138 million
-- Unsecured claims: $614 million
--Recovery expectations: 0%-10% (rounded estimate: 5%)
WILLIAM LYON: Moody's Reviews B2 CFR for Upgrade on TMHC Deal
-------------------------------------------------------------
Moody's Investors Service placed the ratings of William Lyon Homes,
Inc.'s under review for upgrade following the announcement that
Taylor Morrison Homes Corporation has entered into a definitive
agreement to acquire Lyon. The ratings placed under review include
Lyon's B2 Corporate Family Rating, B2-PD Probability of Default
Rating, and the B2 senior unsecured ratings on the notes of Lyon
and WLH PNW Finance Corp. The company's SGL-2 Speculative Grade
Liquidity Rating is unchanged.
On November 6, 2019, TMHC announced that it had entered into a
definitive agreement to acquire William Lyon Homes for
approximately $2.4 billion, purchasing all outstanding shares of
Lyon and assuming all of its debt in the amount of $1.4 billion.
The transaction is expected to close during first or second quarter
of 2020, subject to customary closing conditions.
The rating action was prompted by the acquisition announcement of
Lyon by TMHC. Moody's review for upgrade will focus on the extent
that Lyon will benefit from being part of a larger and more
diversified organization with a more conservatively capitalized
balance sheet and a stronger credit profile. The review will also
consider the final capital structure of the combined entity. It's
expected that Lyon's debt instruments will be assumed by TMHC and
benefit from its credit support upon close of the transaction.
Taylor Morrison Communities, Inc. is the indirect, wholly owned,
debt-issuing subsidiary of Taylor Morrison Home Corporation.
On Review for Upgrade:
Issuer: William Lyon Homes, Inc.
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Corporate Family Rating, Placed on Review for Upgrade,
currently B2
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B2
Issuer: WLH PNW Finance Corp.
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B2
Outlook Actions:
Issuer: William Lyon Homes, Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: WLH PNW Finance Corp.
Outlook, Changed To Rating Under Review From No Outlook
RATINGS RATIONALE
Lyon's B2 Corporate Family Rating reflects its: 1) high adjusted
debt to capitalization leverage; 2) integration risk associated
with prior acquisition; 3) cost pressures faced by the homebuilding
industry, including land, labor, building materials, and the
reduced pricing power given a softer demand environment, which will
weigh on margins; and 4) high, albeit significantly reduced,
California concentration.
At the same time, the ratings are supported by Lyon's: 1) size and
scale with revenues of about $2 billion; 2) respectable market
share positions, particularly in California, where the company is
long established and well-known; 3) geographic diversity
accomplished through acquisitions, organic growth and entry into
new markets; 4) exposure to the entry-level segment, which Moody's
expects will grow faster than other product categories; and 5)
Moody's expectations for stable conditions in the US homebuilding
market over the next 12 to 18 months.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Established in 1956 and headquartered in Newport Beach, CA, William
Lyon Homes, Inc. designs, builds, and sells single-family attached
and detached homes in California, Arizona, Colorado, Nevada,
Oregon, Washington, and Texas. Revenues and net income for the
trailing 12-month period ended September 30, 2019 were $2.0 billion
and $62 million, respectively.
WILLIAMSON MEMORIAL: U.S. Trustee Forms 5-Member Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Williamson Memorial Hospital LLC.
The committee members are:
(1) Marilyn McConnell Willis
Appalachian Power Company
d/b/a American Electric Power
1 Riverside Plaza, 29th Floor
Columbus, OH 43215
Phone: 614-716-2964
Email: mmcconnell@aep.com
(2) Anthony Szydlowski
All Star Recruiting
800 Fairway Drive, Suite 300
Dearfield Beach, FL 33441
Phone: 754-220-4233
Fax: 888-364-8122
Email: aszydlowski@asrlocums.com
(3) Stacey C. Shy
Ohio Valley Physicians
300 Suite B 8th Street
Huntington, WV 25701
Phone: 304-429-1088
Fax: 304-429-3109
Email: Stacey.shy@ovp.healthcare
(4) Courtney B. Grande
CHSPSC, LLC
4000 Meridian Blvd.
Franklin, TN 37067
Phone: 615-628-6689
Fax: 615-465-3012
Email: Courtney_Grande@chs.net
(5) Joshua Lee
Beckman Coulter, Inc.
250 S. Kraemer Blvd.
Brea, CA 92821
Phone: 714-961-3150
Email: Jlee08@beckman.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 Williamson Memorial Hospital
Williamson Memorial Hospital, LLC provides general medical and
surgical hospital services.
Williamson Memorial Hospital sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20469) on Oct.
21, 2019. At the time of the filing, the Debtor was estimated to
have assets of between $1 million and $10 million and liabilities
of the same range. The case is assigned to Judge Frank W. Volk.
The Debtor is represented by John F. Leaberry, Esq., at the Law
Office of John Leaberry.
YOUNG SMILES: Plan & Disclosures Due January 21, 2020
-----------------------------------------------------
On Oct. 23, 2019, the U.S. Bankruptcy Court for the Middle District
of Florida, Tampa Division, convened a status conference to review
the nature and size of the business of debtor Young Smiles
Pediatric Dentistry & Spa, P.A.
On October 24, 2019, Judge Michael G. Williamson ordered that:
* The Debtor will file a Plan and Disclosure Statement on or
before January 21, 2020.
* The Disclosure Statement will, at the minimum, contain adequate
information pertaining to the Debtor.
* Pursuant to Section 105(d)(2)(B)(vi) of the Bankruptcy Code,
the hearing on the approval of the Disclosure Statement will be
consolidated with the hearing on the confirmation of the Plan.
About Young Smiles Pediatric
Dentistry & Spa, P.A.
Young Smiles Pediatric Dentistry & Spa, P.A. --
https://youngsmilesdental.net/ -- offers dental services for
infants, children, and adolescents.
Young Smiles Pediatric Dentistry & Spa, P.A., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-08904) on Sept. 20, 2019. In the petition signed by Dr. Kera
Young, president, the Debtor disclosed $277,974 in assets and
$1,040,400 in liabilities. Samantha L. Dammer, Esq., at Tampa Law
Advocates, P.A., is the Debtor's counsel.
[^] BOND PRICING: For the Week from November 4 to 8, 2019
---------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Acosta Inc ACOSTA 7.750 4.683 10/1/2022
Acosta Inc ACOSTA 7.750 5.048 10/1/2022
Alta Mesa
Holdings LP /
Alta Mesa
Finance
Services Corp ALTMES 7.875 11.500 12/15/2024
Approach
Resources Inc AREX 7.000 29.982 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton
Department
Stores Inc/The BONT 8.000 9.019 6/15/2021
Bristow Group Inc BRS 6.250 7.040 10/15/2022
Bristow Group Inc BRS 4.500 9.462 6/1/2023
CF Industries Inc CF 7.125 102.131 5/1/2020
California
Resources Corp CRC 8.000 38.879 12/15/2022
California
Resources Corp CRC 6.000 23.626 11/15/2024
California
Resources Corp CRC 5.500 34.140 9/15/2021
California
Resources Corp CRC 8.000 39.599 12/15/2022
California
Resources Corp CRC 6.000 21.116 11/15/2024
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 6.000 0.894 5/15/2024
Chaparral
Energy Inc CHAP 8.750 41.854 7/15/2023
Chaparral
Energy Inc CHAP 8.750 41.615 7/15/2023
Chukchansi Economic
Development
Authority CHUKCH 9.750 50.467 5/30/2020
Chukchansi Economic
Development
Authority CHUKCH 10.250 50.500 5/30/2020
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 12.000 28.250 11/1/2021
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 6.375 0.750 3/15/2024
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Dean Foods Co DF 6.500 30.999 3/15/2023
Dean Foods Co DF 6.500 34.123 3/15/2023
EP Energy LLC /
Everest
Acquisition
Finance Inc EPENEG 9.375 1.938 5/1/2024
EP Energy LLC /
Everest
Acquisition
Finance Inc EPENEG 8.000 1.938 2/15/2025
EP Energy LLC /
Everest
Acquisition
Finance Inc EPENEG 9.375 2.750 5/1/2024
EP Energy LLC /
Everest
Acquisition
Finance Inc EPENEG 8.000 2.033 2/15/2025
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 46.014 7/15/2023
Federal Home
Loan Banks FHLB 2.150 99.100 9/16/2026
Ferrellgas
Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 58.054 6/15/2020
Ferrellgas
Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 54.439 6/15/2020
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
Foresight Energy
LLC / Foresight
Energy Finance
Corp FELP 11.500 9.070 4/1/2023
Foresight Energy
LLC / Foresight
Energy Finance
Corp FELP 11.500 9.254 4/1/2023
Frontier
Communications
Corp FTR 8.500 56.121 4/15/2020
Frontier
Communications
Corp FTR 10.500 45.028 9/15/2022
Frontier
Communications
Corp FTR 7.125 43.019 1/15/2023
Frontier
Communications
Corp FTR 8.750 43.935 4/15/2022
Frontier
Communications
Corp FTR 6.250 44.040 9/15/2021
Frontier
Communications
Corp FTR 8.875 44.535 9/15/2020
Frontier
Communications
Corp FTR 9.250 45.364 7/1/2021
Frontier
Communications
Corp FTR 10.500 45.569 9/15/2022
Frontier
Communications
Corp FTR 10.500 52.500 9/15/2022
Global Eagle
Entertainment Inc ENT 2.750 46.614 2/15/2035
Goodman Networks Inc GOODNT 8.000 50.355 5/11/2022
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
HSBC USA Inc HSBC 2.786 99.645 11/13/2019
Healthpeak
Properties Inc PEAK 4.000 104.637 12/1/2022
High Ridge Brands Co HIRIDG 8.875 0.499 3/15/2025
High Ridge Brands Co HIRIDG 8.875 0.499 3/15/2025
Hornbeck Offshore
Services Inc HOS 5.875 32.006 4/1/2020
Hornbeck Offshore
Services Inc HOS 5.000 27.306 3/1/2021
Jonah Energy LLC /
Jonah Energy
Finance Corp JONAHE 7.250 29.617 10/15/2025
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 3.000 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 2.788 12/1/2021
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 2.903 9/20/2023
Lehman Brothers Inc LEH 7.500 1.847 8/1/2026
MAI Holdings Inc MAIHLD 9.500 41.750 6/1/2023
MAI Holdings Inc MAIHLD 9.500 41.750 6/1/2023
MAI Holdings Inc MAIHLD 9.500 41.120 6/1/2023
MF Global
Holdings Ltd MF 6.750 15.625 8/8/2016
MF Global
Holdings Ltd MF 9.000 15.605 6/20/2038
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McDermott Technology
Americas Inc /
McDermott
Technology US Inc MDR 10.625 11.731 5/1/2024
McDermott Technology
Americas Inc /
McDermott
Technology US Inc MDR 10.625 11.975 5/1/2024
Murray Energy Corp MURREN 12.000 0.735 4/15/2024
Murray Energy Corp MURREN 9.500 5.000 12/5/2020
Murray Energy Corp MURREN 12.000 1.050 4/15/2024
Murray Energy Corp MURREN 9.500 5.000 12/5/2020
NWH Escrow Corp HARDWD 7.500 51.143 8/1/2021
NWH Escrow Corp HARDWD 7.500 51.143 8/1/2021
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group
LLC / Mariposa
Borrower / NMG NMG 8.000 26.841 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group
LLC / Mariposa
Borrower / NMG NMG 8.750 27.882 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group
LLC / Mariposa
Borrower / NMG NMG 8.000 26.951 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman
Marcus Group
LLC / Mariposa
Borrower / NMG NMG 8.750 27.736 10/25/2024
New Gulf Resources
LLC/NGR Finance
Corp NGREFN 12.250 3.947 5/15/2019
New WEI Inc WLTG 8.500 0.834 4/15/2021
Northwest
Hardwoods Inc HARDWD 7.500 52.000 8/1/2021
Northwest
Hardwoods Inc HARDWD 7.500 51.961 8/1/2021
Novavax Inc NVAX 3.750 37.441 2/1/2023
Optimas OE Solutions
Holding LLC /
Optimas OE
Solutions Inc OPTOES 8.625 60.000 6/1/2021
Optimas OE Solutions
Holding LLC /
Optimas OE
Solutions Inc OPTOES 8.625 59.580 6/1/2021
PHH Corp PHH 6.375 58.911 8/15/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pinnacle
Operating Corp PINNOP 9.000 46.027 5/15/2023
Pioneer Energy
Services Corp PESX 6.125 38.525 3/15/2022
Powerwave
Technologies Inc PWAV 3.875 0.152 10/1/2027
Powerwave
Technologies Inc PWAV 1.875 0.152 11/15/2024
Powerwave
Technologies Inc PWAV 3.875 0.152 10/1/2027
Powerwave
Technologies Inc PWAV 1.875 0.152 11/15/2024
Pyxus
International Inc PYX 9.875 65.024 7/15/2021
Pyxus
International Inc PYX 9.875 65.666 7/15/2021
Pyxus
International Inc PYX 9.875 65.666 7/15/2021
RWT Holdings Inc RWT 5.625 100.140 11/15/2019
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Riverbed
Technology Inc RVBD 8.875 46.273 3/1/2023
Riverbed
Technology Inc RVBD 8.875 46.273 3/1/2023
Rolta LLC RLTAIN 10.750 8.144 5/16/2018
Sable Permian
Resources Land
LLC / AEPB
Finance Corp AMEPER 7.375 14.750 11/1/2021
Sable Permian
Resources Land
LLC / AEPB
Finance Corp AMEPER 7.125 17.000 11/1/2020
Sable Permian
Resources Land
LLC / AEPB
Finance Corp AMEPER 7.125 16.897 11/1/2020
Sable Permian
Resources Land
LLC / AEPB
Finance Corp AMEPER 7.375 16.466 11/1/2021
Sanchez Energy Corp SNEC 6.125 4.750 1/15/2023
Sanchez Energy Corp SNEC 7.750 4.625 6/15/2021
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 15.000 10/15/2018
Sears Holdings Corp SHLD 6.625 13.236 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.085 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 6.500 1.137 12/1/2028
Sears Roebuck
Acceptance Corp SHLD 6.750 1.055 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 7.000 1.042 6/1/2032
Sempra Texas
Holdings Corp TXU 5.550 13.500 11/15/2014
Stearns Holdings LLC STELND 9.375 44.914 8/15/2020
Stearns Holdings LLC STELND 9.375 44.914 8/15/2020
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 26.375 6/1/2022
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 26.375 6/1/2022
Teligent Inc/NJ TLGT 3.750 94.797 12/15/2019
TerraVia
Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia
Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE TSLAEN 3.600 89.349 3/19/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 13.000 4/1/2021
Transworld
Systems Inc TSIACQ 9.500 25.917 8/15/2021
Transworld
Systems Inc TSIACQ 9.500 25.917 8/15/2021
UCI
International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc UPL 6.875 11.995 4/15/2022
Ultra Resources Inc UPL 7.125 12.144 4/15/2025
Ultra Resources Inc UPL 6.875 10.275 4/15/2022
Ultra Resources Inc UPL 7.125 10.564 4/15/2025
Unit Corp UNTUS 6.625 50.861 5/15/2021
VIVUS Inc VVUS 4.500 81.391 5/1/2020
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 38.142 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 36.996 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 38.900 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 37.730 4/15/2023
Weatherford
International LLC WFT 9.875 35.500 3/1/2025
Weatherford
International LLC WFT 9.875 30.243 3/1/2025
Weatherford
International LLC WFT 9.875 30.243 3/1/2025
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 19.250 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 7.500 17.750 6/1/2022
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 18.926 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 22.000 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 19.086 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 18.334 10/1/2021
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 18.904 10/15/2020
rue21 inc RUE 9.000 1.428 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***