/raid1/www/Hosts/bankrupt/TCR_Public/191113.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 13, 2019, Vol. 23, No. 316
Headlines
AAC HOLDINGS: Reports Third Quarter 2019 Results
AARON'S CONCRETE: S & F Buying Personal Property for $350K
ADVANCE CASE: Seeks to Hire Alpina Tax as Accountant
AI CAUSA LLC: Plan Has Sale to Crediauto LLC, Debt to Equity
ALAMO BUS: Selling Five Buses by Consignment with Roberts Truck
ALICES SCHOOL: Seeks to Hire Moreno & Soltero as Legal Counsel
ALLIANCE COUNSELING: No Funds Available for Unsecured Creditors
AMERICAN TIMBER: Gets Nod to Use Cash Collateral Thru Final Hearing
AMNEAL PHARMACEUTICALS: S&P Alters Outlook to Neg., Affirms 'B' ICR
APELLIS PHARMACEUTICALS: Incurs $69.8 Million Net Loss in Q3
AQUABOUNTY TECHNOLOGIES: Posts Net Loss of $3 Million in Q3
ARCHBISHOP OF AGANA: Hires Deloitte & Touche as Accountant
ARIZONA CALL-A-TEEN: Case Summary & 20 Largest Unsecured Creditors
ASK VENTURES: U.S. Trustee Unable to Appoint Committee
ASTRIA HEALTH: Seeks to Extend Exclusivity Period to Jan. 31
AVENUE STORES: Optium Buying Visa/MC Interchange Claim for $105K
BALL CORP: Moody's Rates New Unsecured Euro Notes 'Ba1'
BALL CORP: S&P Rates EUR900MM Senior Unsecured Notes 'BB+'
BIG RBOTHERS: Proposes Sale of Substantially All Assets
BNG FITNESS: Selling 2005 Honda VTX 1800 Motorcycle for $9K Cash
BODY RENEW: Selling Substantially All Assets for $1.15M
BOSTON DONUTS: May Use Cash Collateral Thru Nov. 22
BRISTOW GROUP: Reorganization Plan Declared Effective Oct. 31
CASA SYSTEMS: S&P Cuts ICR to 'B-' on Cable Segment Deterioration
CEED PROPERTIES: Seeks to Hire Geiger Law as Counsel
CENTRO GROUP: Seeks to Extend Exclusivity Period to Dec. 26
CFO MGMT: Trustee SellingFrisco Property to Pandya for $9.3 Million
CHICAGO SURGICAL: Unsecureds get Cash Equal to 10% of Claim
CLA PROPERTIES: Landlords Chapter 11 Trustee for 2019 Debtors
CLEAN AIR BUILDING: Seeks to Hire Adam M. Freiman as Counsel
CLINTON NURSERIES: Plan Confirmation Hearings to Begin Dec. 16
COMPLETE DISTRIBUTION: Siemens Says Several Plan Terms Omitted
COOL CONCEPTS: Plan Gives 17% Recovery to Unsec. Creditors
COPY DU SERVICES: Hires Pablo E. Garcia Perez as Attorney
COSTA CAFE: Court Allows Cash Access Until Nov. 22 Hearing
CROSSROADS HEALTH: U.S. Trustee Unable to Appoint Committee
DALTON PROPERTIES: Selling Morgantown Property/Motorcycle for $165K
DATUM TECHNOLOGIES: To Present Plan for Confirmation Dec. 5
DEAN FOODS: Files Voluntary Chapter 11 Bankruptcy Petition
DELTA MATERIALS: Sets Bidding Procedures for All Assets
DELUXE ENTERTAINMENT: Chapter 11 Plan Effective Nov. 6
DJJ ENTERPRISES: Seeks to Hire Larson Zirzow as Counsel
DOUGHERTY'S HOLDINGS: Sets Bid Procedures for Forest Park Pharmacy
ELK CITY LODGING: Cash Collateral Final Hearing Set for Jan. 15
EMPIRE GENERATING: Emerges from Chapter 11 Protection
EUROPEAN FOREIGN: U.S. Trustee Unable to Appoint Committee
FIREBALL REALTY: Hires Coldwell Banker as Real Estate Broker
FIVE STAR: Incurs $7.06 Million Net Loss in Third Quarter
FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $135K
FRED'S INC: Selling De Minimis Pharmacy Assets & Real Properties
GAMBOA BROTHERS: Southwest Buying Assets for $100K
GLOBAL EAGLE: Incurs $41.3 Million Net Loss in Third Quarter
GREEN FAMILY FUN: U.S. Trustee Unable to Appoint Committee
GREEN WORLD COUNCIL: U.S. Trustee Unable to Appoint Committee
GREENPOINT TACTICAL: Seeks to Hire MorrisAnderson as Accountant
HUNTSINGER VENTURES: U.S. Trustee Unable to Appoint Committee
IPC CORP: Moody's Affirms Caa2 CFR, Outlook Negative
JB AND CO: May Use of Cash Collateral Thru Dec. 31
JEFFERSON COUNTY PUBLIC HOSPITAL: S&P Alters Outlook to Stable
JHS VENTURES: Landlord Tempe Objects to Disclosure Statement
KAISER AND ASSOCIATES: Court Conditionally Approves Disclosure Stat
KANSAS CITY KANSAS: Grandview Buying 3 Kansas City Real Properties
KNOLL'S INC: Says It Has 100% Plan; Disclosures Hearing Dec. 19
KRATON CORP: S&P Alters Outlook to Positive on Planned Asset Sale
LATITUDE 360: Court OKs Trustee's Disclosure Statement
LGO TRANSPORT: Unsecureds to Receive Payments for 60 Months
LIP INC: U.S. Trustee Unable to Appoint Committee
M.E. SMITH: Unsecured Creditors to Recover 6.07% in Plan
MANNKIND CORP: Posts Net Loss of $10.4 Million in Third Quarter
MAPLE AVENUE: Court OKs Use of Cash Collateral Until Nov. 22
MEDNAX INC: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
MICHAEL DAVIDSON: Selling Navigator, John Deere & Watches for $61K
MICHAEL VARA: Majidians Buying Calabasas Property for $1.55M
MMMT CORPORATION: Court Okeys Use of Cash Collateral Thru Nov. 14
MODERN POULTRY: Creditors to Be Paid From Liquidation Proceeds
MURRAY ENERGY: U.S. Trustee Forms 7-Member Committee
MWM OIL: Proposes Dec. 5 Evenson Auction of Oil & Gas Assets
NEW DOVER GROUP: Seeks to Hire Balisok & Kaufman as Attorney
NORTH GWINNETT: Seeks to Extend Exclusivity Period to March 16
NORTHER AMERICAN FUR: Wins Initial Order Under CCAA
O'HARE FOUNDRY: Seeks to Hire Tueth Keeney as Special Counsel
ORIGINAL PUBLIC HOUSE: Asks Court for Access to Cash Collateral
P2 UPSTREAM: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
PALM BEACH BRAIN: Seeks to Hire Eavenson Fraser as Special Counsel
PAUL SMITH: Assets Sale to Pay Claims in Full
PERFECT BROW: Seeks to Extend Exclusivity Period to Jan. 3
PURDUE PHARMA: Multi-State Group Joins Creditors Committee
QUORUM HEALTH: Incurs $75.9 Million Net Loss in Third Quarter
RALPH BURNETT: Has $1.24M Offer for Santa Anna Property
REALOGY GROUP: S&P Lowers ICR to 'B+'; Outlook Negative
RESTAURANT BRANDS: S&P Rates New $4.57BB Term Loan 'BB+'
RL BROOKS TRUCKING: Seeks to Hire Spence Custer as Counsel
S.A. SPECIALTIES: Seeks to Hire Langley & Banack as Attorney
SANDRA W. RUTHERFORD: Reaves Offers $1.7M for Cross Lanes Property
SANDRA W. RUTHERFORD: Reaves Offers $1.7M for Kanawha City Property
SAVE MONEY: Full Payment Plan Has Dec. 5 Confirmation Hearing
SCOUT MEDIA: Appeals Court Tosses Claim for Paid Time Off
SERES THERAPEUTICS: Incurs $16.4 Million Net Loss in 3rd Quarter
SHANE TRACY: Needs Time to Finalize Term of Leases, File Plan
SOCAL REO: U.S. Bank Says Spiros, Not Debtor, Liable for Loans
SOUTHEASTERN METAL: Seeks to Extend Solicitation Period to March 2
STANDARD INDUSTRIES: Moody's Rates New EUR500MM Unsec. Notes Ba2
STONE OAK MEMORY: U.S. Trustee Unable to Appoint Committee
SUPERMARKETS PLUS: Proposes A.J. Willner Auction of Assets
TALEN ENERGY: Fitch Assigns B LongTerm IDR, Outlook Stable
TAYLOR MORRISON: S&P Puts 'BB' ICR on CreditWatch Negative
TCMA TRUCKING: Plan Has 12% for Unsecureds; Jan. 15 Hearing Set
TIGIST KEBEDE: Gugda & Jambere Buying DC Property for $1 Million
ULTRA PETROLEUM: Posts $11.5 Million Net Income in Third Quarter
UNITED METHODIST: Proposes Public Sale of Real Properties
USA GYMNASTICS: Seeks to Extend Exclusivity Period to Feb. 3
VITA CRAFT: Seeks to Hire Lathrop Gage as Legal Counsel
VSOP LLC: Sale of Two Buildings to Fund Play Payments
W & E Trust: Has Access to Cash Collateral Thru Nov. 22
W GRANT AVENUE: Seeks to Use Income From Wells Fargo Collateral
W GRANT AVENUE: US Bank National Objects to Cash Collateral Motion
WALKER COUNTY HOSPITAL: Case Summary & 20 Top Unsecured Creditors
WEST COAST DISTRIBUTION: Taps Robinson & Robinson as Counsel
WILLIAM LYON: S&P Puts 'B' ICR on CreditWatch Positive
WISE ENTERPRISES: Directed to Pay Adequate Protection to Synovus
ZUMOBI INC: ESW Capital to Receive 100% of Equity in Plan
*********
AAC HOLDINGS: Reports Third Quarter 2019 Results
------------------------------------------------
AAC Holdings, Inc., announced financial results for the third
quarter and nine months ended Sept. 30, 2019, as well as updated
2019 guidance.
Third Quarter 2019 Operational and Financial Highlights:
(All comparisons are to second quarter ended June 30, 2019, unless
otherwise noted)
* New admissions improved to 4,844 from 4,830
* Operating expenses decreased by 12% to $61.1 million
* Net loss attributable to AAC Holdings, Inc. common
stockholders decreased 20% to $(13.1) million, or $(0.52)
per diluted common share from $(16.4) million, or $(0.66)
per diluted share.
* Adjusted EBITDA improved by 92% to $5.5 million compared to
$2.9 million.
"For the third consecutive quarter, we continue to see positive
momentum in 2019," said Michael Cartwright, AAC chairman & chief
executive officer. "The expense savings initiatives implemented in
late 2018 and in 2019 are continuing to have a positive impact.
Operating expenses have decreased by 27% or $22 million, for the
third quarter of 2019 compared to the third quarter of 2018
representing just under $100 million in annualized savings."
Cartwright added, "We are pleased with the recent addition of three
independent board members who bring extensive expertise to the
Company and we are pleased to have recently reached a mutual
agreement with our senior secured lenders that provided the company
with $5 million of additional liquidity and gives the Company
through March 31, 2020 to right-size our balance sheet and reduce
our cost of capital."
Appointment of New Independent Board Members
The Company appointed three new independent Board members during
the quarter. The new members include LOC Distribution CEO Bob
Nash, Vogel Partners Managing Member Scott D. Vogel and TML
Corporate Strategies President T. Michael Logan. The new members
join AAC CEO Michael Cartwright, Vaco Holdings CEO Jerry Bostelman,
and Burch Investment Group CEO Lucius Burch on the board.
Agreement with Senior Secured Lenders
The Company reached an agreement on Oct. 30, 2019 with its senior
secured lenders that provided the Company with an additional $5
million of liquidity and a forbearance agreement through March 31,
2020 regarding certain events of default.
Third Quarter 2019 Financial Results
On a sequential basis total revenue decreased by $3.9, or 6% in the
third quarter of 2019. Revenue during the third quarter of 2019
was negatively impacted by additional reserves recorded against
outstanding accounts receivable related to closed facilities and
other changes in estimates which totaled approximately $1.6
million. The remaining decrease was due to lower average daily
census and average daily inpatient revenue. Average daily inpatient
census decreased by approximately 1% and average daily inpatient
revenue decreased by 11%. The decrease in average daily inpatient
revenue was primarily related to a decline in payor mix. Average
daily inpatient revenue compared to the third quarter of 2018 was
materially consistent.
Operating expenses on a sequential basis decreased by approximately
12% to $61.1 million for the third quarter of 2019 compared to the
second quarter of 2019. This was primarily due to the benefit from
the cost savings initiatives enacted during the fourth quarter for
2018 and into 2019. Operating expenses on a year-over-year basis
decreased 27% or $22.4 million.
AAC breaks down its revenues between client related revenue and
non-client related revenue. Client related revenue includes: (1)
inpatient treatment facility services and related professional
services; (2) outpatient facility services, related professional
services and sober living services; and (3) client related
diagnostic services, which includes point of care drug testing and
client related diagnostic laboratory services. Non-client related
revenue includes marketing and diagnostic services provided to
third parties as well as addiction services provided to individuals
in the criminal justice system.
Total revenues were $58.9 million for the third quarter of 2019
compared with $62.7 million for the second quarter of 2019.
Inpatient treatment facility services revenue decreased 11.1% to
$51.3 million for the three months ended Sept. 30, 2019, compared
with $57.7 million for the three months ended June 30, 2019.
Outpatient facility and sober living services revenue decreased
1.2% to $5.3 million for the three months ended Sept. 30, 2019,
compared with $5.4 million for the three months ended June 30,
2019.
Client related diagnostic services revenue increased 162.3% to $1.6
million for the three months ended Sept. 30, 2019, compared with
$(2.5) million for the three months ended June 30, 2019.
Non-client related revenue decreased 67.6% to $0.7 million for the
three months ended Sept. 30, 2019, compared with $2.1 million for
the three months ended June 30, 2019.
Net loss attributable to AAC Holdings, Inc. common stockholders was
$(13.1) million, or $(0.52) per diluted common share for the three
months ended Sept. 30, 2019, compared with net loss attributable to
AAC Holdings, Inc. common stockholders of $(16.4) million, or
$(0.66) per diluted common share for the three months ended June
30, 2019.
Adjusted EBITDA increased to $5.5 million for the three months
ended Sept. 30, 2019, compared with $2.9 million for the three
months ended June 30, 2019.
Balance Sheet and Cash Flows
As of Sept. 30, 2019, AAC's balance sheet reflected cash and cash
equivalents of $1.5 million, accounts receivable of $52.2 million,
net property and equipment of $158.5 million and total debt of
$345.1 million (current and long-term portions).
Cash flows used in operations totaled $4,000 for the third quarter
of 2019 compared to $13.5 million for the second quarter of 2019.
Evaluation of Strategic Alternatives
in Real Estate Portfolio
The Company has commenced a process to generate additional value
from its assets, including its real estate portfolio consisting of
treatment centers located across the United States. Management's
goal is to leverage the portfolio to create additional liquidity,
lower its cost of capital and enhance shareholder value. Real
estate strategic alternatives could include further sale leasebacks
of individual facilities or larger portions of the Company's real
estate portfolio.
A full-text copy of the press release is available for free at:
https://is.gd/5KyS3R
About AAC Holdings
Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. --
http://www.americanaddictioncenters.com/-- is a provider of
inpatient and outpatient substance use treatment services for
individuals with drug addiction, alcohol addiction and co-occurring
mental/behavioral health issues. In connection with its treatment
services, the Company performs clinical diagnostic laboratory
services and provide physician services to its clients. As of Dec.
31, 2018, the Company operated 11 inpatient substance abuse
treatment facilities located throughout the United States, focused
on delivering effective clinical care and treatment solutions
across 1,080 inpatient beds, including 700 licensed detoxification
beds, 24 standalone outpatient centers and 4 sober living
facilities across 471 beds for a total of 1,551 combined inpatient
and sober living beds.
AAC Holdings reported a net loss of $66.71 million for the year
ended Dec. 31, 2018, compared to a net loss of $17.38 million for
the year ended Dec. 31, 2017. As of June 30, 2019, AAC Holdings
had $463.06 million in total assets, $462.6 million in total
liabilities, $27.37 million in total stockholders' equity, and a
noncontrolling interest of $26.92 million.
BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since
2011, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
incurred a loss from operations and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
* * *
In March 2019, S&P Global Ratings lowered the issuer credit rating
on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is
negative. According to S&P, the downgrade reflects escalated risk
of a default and risk that AAC's liquidity will not be sufficient
over the next 12 months, primarily due to the $30 million term loan
maturing in about one year.
Moody's Investors Service downgraded the corporate family rating
rating of AAC Holdings, parent company of American Addiction
Centers, Inc., to 'Caa2' from 'B3'. The downgrade to 'Caa2'
reflects AAC's very weak third quarter results and lower guidance
for the rest of 2018, as reported by the TCR on Nov. 16, 2018.
AARON'S CONCRETE: S & F Buying Personal Property for $350K
----------------------------------------------------------
Aaron's Concrete Pumping, Inc., asks the U.S. Bankruptcy Court for
the District of Maryland to authorize the sale to S & F Contracting
of personal property, consisting of the following: (i) 2014
Putzmeister BSF Concrete Pump and Boom (S/N 210603864) mounted to a
2014 Kenworth (VIN xxx6BSF)(“2014") for $165,000; and (ii) 2013
Putzmeister BSF 472.16H Concrete Pump (S/N 210603612) mounted to a
2013 Mack MRU 613 (VIN xxx0190)("2013") for $185,000.
TCF Equipment Finance Inc. has a recorded first lien against 2014.
The amount owed to TCF, per TCF's Proof of Claim No. 7, was
$151,065 as of the Petition Date. Deutsche Leasing USA, Inc. has a
recorded first lien against 2013. The amount owed to Deutsche, per
Deutsche's Motion for Relief from Stay dated July 30, 2019, is
$148,858 (plus interest accruing at $15.44 per diem). There are no
other known liens against the Property.
TCF valued the 2014 (along with another alleged collateral item) at
$155,000 in its Proof of Claim. Deutsche valued the 2013 at
$116,000 in its Proof of Claim.
By the Motion, the Debtor asks entry of an order approving the sale
of the Property to S & F for the agreed purchase prices. The sale
will be free and clear of all liens, encumbrances, and claims. S &
F has been approved for financing by Premier Business Lending. It
is a third party transaction as there are no business or personal
ties between the Debtor, its officers and/or shareholders and S &
F.
From the sale of the Property, the Debtor intends to pay TCF and
Deutsche the payoff balances of their respective loans.
The Debtor proposes to close the sale of the Property on Dec. 1,
2019.
In the exercise of sound judgment, the Debtor believes that the
sale of the Property, at the time and for the offered amounts, is
in the best interest of the Debtor, the estate, and creditors.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Aarons_Concrete_79_Sales.pdf
The Purchaser:
S & F CONTRACTING
1245 Locust Lane
Littlestonw, PA 17340
Telephone: (410) 459-3444
About Aaron's Concrete Pumping
Aaron's Concrete Pumping, Inc. sought Chapter 11 protection (Bankr.
D. Md. Case No. 19-14627) on April 5, 2019. In the petition signed
by Tracey Sheets, president, the Debtor was estimated to have
assets in the range of $0 to $50,000 and $100,001 to $500,000 in
debt. The Debtor tapped Edward M. Miller, Esq., at Miller &
Miller, LLP, as counsel.
ADVANCE CASE: Seeks to Hire Alpina Tax as Accountant
----------------------------------------------------
Advance Case Parts, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Alpina Tax and
Accounting Services, LLC, as accountant to the Debtor.
Advance Case requires Alpina Tax to assess the Debtor's tax
liabilities and prepare required tax returns.
Alpina Tax will be paid at these hourly rates:
Gerald Pepper, Principal $400
Managers $300
Associates $250
Alpina Tax will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gerald Pepper, a partner at Alpina Tax and Accounting Services,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Alpina Tax can be reached at:
Gerald Pepper
ALPINA TAX AND ACCOUNTING SERVICES, LLC
4171 West Hillsbro Blvd., Suite 4
Coconut Creek, FL 33073
Tel: (954) 755-5007
About Advance Case Parts, Inc.
Advance Case Parts, Inc. -- http://www.advancecaseparts.com/--
specializes in service and repair of all supermarket or
food-service equipment. It serves the Southeastern part of the
United States, the Caribbean, and South and Central America.
Advance Case Parts sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14930) on April 16,
2019. At the time of the filing, the Debtor was estimated to have
assets between $1 million and $10 million and liabilities of the
same range. The case has been assigned to Judge Raymond B. Ray.
Akerman LLP is the Debtor's legal counsel.
AI CAUSA LLC: Plan Has Sale to Crediauto LLC, Debt to Equity
------------------------------------------------------------
CrediautoUSA Financial Company LLC and AI CAUSA LLC have a Chapter
11 Plan that proposes a combination of these:
-- The Debtors intend to sell many of their assets to an entity,
Crediauto LLC, to satisfy the Claims of some creditors with the
proceeds from the sale(s).
-- The claims of certain other creditors will be satisfied by a
conversion of their debt into equity.
-- CrediautoUSA will acquire and posses a 60 percent interest in
Crediauto LLC, which will engage in the business of acquiring
consumer automobile loans.
The Plan proposes to pay claims as follows:
* Class 1 - AI CA LLC ("Arena"). IMPAIRED. Total claim of
$2,950,112.24. The Debtors intend to file a Motion to sell the
Portfolio to Crediauto LLC for $3.3 million. In the event that the
Portfolio Sale Motion is granted and Arena's Allowed Secured Claim
is paid in full from the proceeds of the sale of the Portfolio
prior to confirmation of the Plan, the Arena's Secured Claim shall
be considered satisfied in full under the Plan.
* Class 2 - DPC 401(k) Profit Sharing Plan with total claim
$271,031.21, Class 3 - DPC 401(k) Profit Sharing Plan with total
claim of $ 90,594.83 and Class 4 - Deborah P. Burrows with total
claim of $89.493.61. IMPAIRED. Monthly payments shall commence on
the later of: (i) 30 days after the Effective Date, or (ii) 30 days
after such Claim becomes an Allowed Claim. Payment shall continue
once a month thereafter as described herein until such Allowed
Claim is paid in full.
* Class 5 - Country of San Diego. IMPAIRED. Total claim of
$8,497.52 of which the County has designated $6,486.80 as a Secured
Claim. The County will retain its lien and be paid in full on later
of (i) the Effective Date, or (ii) 30 days after such Secured Claim
becomes an Allowed Claim.
* Class 6 - Unsecured Claims Not Included on Class 7. IMPAIRED.
Total claim of $533,762.39. Allowed Class 6 Claim will have its
Allowed Claim paid in full on the later of (i) the Effective Date,
or (ii) 30 days after such Claim becomes an Allowed Claim.
* Class 7- Lending Creditors. IMPAIRED. Claims of holder s of
Class 7 Claims will convert into equity interests on CRediauto in
full satisfaction of such Claim.
* Class 8 - Consists of Non-Tax Priority Claims. IMPAIRED.
Allowed Class 8 Claim will have its Allowed Claim paid in full on
the later of (i) the Effective Date, or (ii) 30 days after such
Claim becomes an Allowed Claim.
* Class 9 - Equity Interests in CrediautoUSA. IMPAIRED.
Holders will be provided an equity interest in CrediautoUSA in full
substitution of its existing equity interest.
* Class 10 - Equity Interests in CAUSA. IMPAIRED. Crediauto
shall receive and retain its entire equity ownership interest in
CAUSA.
The Debtors estimate that they will have approximately $4.3 million
in cash on hand as of the Effective. The Debtors propose to pay the
foregoing Claims through the sale of assets on or before the
Effective Date.
A full-text copy of the Disclosure Statement dated October 28,
2019, is available at https://tinyurl.com/y3z842xz from
PacerMonitor.com at no charge.
General bankruptcy counsel for AI CAUSA LLC:
Martin A. Eliopulos
Paul J. Leeds
HIGGS FLETCHER & MACK
401 West A Street, Suite 2600
San Diego, CA 92101
Telephone: (619) 236-1551
Facsimile: (619) 696-1410
General bankruptcy counsel for CrediautoUSA:
Kit James Gardner
LAW OFFICES OF KIT J. GARNER
501 West Broadway, Suite 800
San Diego, CA 92101
Telephone: (619) 525-9900
Facsimile: (619) 374-2241
About AI Causa LLC
Founded in 2012 and headquartered in San Diego, CrediautoUSA
Financial Company LLC -- http://www.crediautofinancial.com/-- has
established programs to finance vehicles sold by licensed
automobile dealerships to individuals with no credit history or
with less than perfect credit.
CrediautoUSA Financial Company LLC and its affiliate AI Causa LLC
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Cal. Lead Case No. 19-01864) on March 30, 2019.
At the time of the filing, CrediautoUSA estimated assets of between
$1 million and $10 million and liabilities of between $10 million
and $50 million. AI CAUSA estimated assets and liabilities of
between $1 million and $10 million.
The cases are assigned to Judge Louise Decarl Adler.
CrediautoUSA is represented by the Law Offices of Kit J. Gardner
while AI Causa is represented by Higgs Fletcher & Mack LLP.
Bonilla Accounting Firm serves as their accountant.
ALAMO BUS: Selling Five Buses by Consignment with Roberts Truck
---------------------------------------------------------------
Alamo Bus Co., Inc., asks the U.S. Bankruptcy Court for the
District of New Mexico to authorize its Consignment Agreement with
Roberts Truck Center for the sale of five school buses by
consignment.
As disclosed on the Debtor's Schedule A/B, the estate owns certain
personal property secured to Signature Financial, LLC, in the form
of five school buses, more specifically described on the Exhibit to
the Consignment Agreement.
In summary, the Consignment Agreement provides that for each unit
sold, the Debtor agrees to pay $800 to the Roberts Truck Center as
consideration for Roberts Truck Center locating and providing a
buyer for the buses. The Debtor grants permission and
authorization to Roberts Truck Center to market the units and seek
buyers for said units.
The Debtor believes that granting the Application is in the best
interest of the bankruptcy estate and its creditors because the
Consignment Agreement is an efficient and reasonable method for
converting assets to cash, and will prevent storage, maintenance,
insurance, and other costs to the estate. Roberts Truck Center is
well qualified to serve in the capacity described in the
Consignment Agreement.
Upon information and belief, Roberts Truck Center and its employees
have no connections with the Debtor, the Debtor's creditors or any
other party in interest, their respective attorneys and
accountants, the United States Trustee or any person employed at
the Office of the United States Trustee. In connection with the
Application, Roberts Truck Center has executed a disclosure
pursuant to Fed. R. Bankr. P. 2014, filed concurrently with the
Motion.
The approval of the Consignment Agreement with Roberts Truck Center
should be made effective as of the date of filing the Application.
The Debtor asks authority for Roberts Truck Center to market the
Personal Property pursuant to the terms of the Consignment
Agreement
The only known liens, or claimed liens, on the Personal Property
are as follows:
A. Signature Financial, LLC holds a first position lien on
the Personal Property, and is listed as the first lienholder on the
titles to the school buses. The Debtor proposes to pay Signature
Financial, LLC’s secured claim in full from the proceeds of the
sale, in exchange for which Signature Financial, LLC will release
any and all liens or claims of lien on the Personal Property. The
Debtor believes that Signature Financial, LLC is owed approximately
$25,141 at the time of the filing of the Application and Motion,
which will be paid in full from the proceeds of the sale. In the
alternative, the Debtor asks authority to pay the secured debt of
Signature Financial, LLC in full from estate assets and replenish
the funds with the proceeds of the sale of the Personal Property.
B. Upon information and belief, Alamogordo Public Schools may
claim a lien on the Personal Property, and is listed as a second
lienholder on the titles to the school buses. The Debtor states
that there is no obligation owed by the Debtor to Alamogordo Public
Schools, and therefore Alamogordo Public Schools’ claim of lien
is invalid and unenforceable. The Debtor further states that
Alamogordo Public Schools is required to release any liens on the
Personal Property pursuant to Section 22-8-27(D) NMSA 1978.
The Debtor is unaware of any other liens, claims or interests
against the Personal Property. It asks permission to sell such
Personal Property free and clear of the claimed liens of Alamogordo
Public Schools, and that these claimed liens, and any other unknown
liens, claims and interests of any kind whatsoever, will attach to
the proceeds of the sale.
The transfer of the Personal Property will be by the Debtor's Bill
of Sale and transfer of title without warranty of any kind. The
Debtor is unaware of any other costs or expenses that will need to
be paid before completing the sale pursuant to the Consignment
Agreement; however, to the extent that such costs and/or expenses
become known to the Debtor and are necessary to complete the
proposed sale, the Debtor requests permission to pay any and all
such costs and expenses from the sale proceeds.
Upon any sale pursuant to the terms of the Consignment Agreement,
the Debtor will file a Report of Sale with the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Alamo_Bus_41_Sales.pdf
Robert Truck can be reached at:
ROBERT TRUCK CENTER
1623 Aspen Ave NW
Albuquerque, NM 87104
Telephone: (505) 998-7831
E-mail: tv.stacv@robertstruck.com
About Alamo Bus Co.
Alamo Bus Company Inc., a transportation services provider in
Alamogordo, N.M., filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11568) on June 28,
2019. In the petition signed by Brent Buttram, president and
director, the Debtor disclosed $1,400,621 in assets and $1,267,336
in liabilities. The case is assigned to Judge David T. Thuma.
Chris W. Pierce, Esq., at Walker & Associates, P.C., is the
Debtor's counsel.
ALICES SCHOOL: Seeks to Hire Moreno & Soltero as Legal Counsel
--------------------------------------------------------------
Alices School Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Moreno & Soltero Law
Office, LLC as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
Moreno & Soltero will bill $200 per hour and will receive
reimbursement for work-related expenses. The firm received $4,283
as retainer, plus $1,717 for the filing fee.
Rosana Moreno Rodriguez, Esq., at Moreno & Soltero, disclosed in
court filings that she and other members of the firm are
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Moreno & Soltero can be reached through:
Rosana Moreno Rodriguez, Esq.
Moreno & Soltero Law Office, LLC
P.O. Box 679
Trujillo Alto, PR 00977
Phone: (787) 750-8160
Fax: (787) 750-8243
Email: rmoreno@morenosolterolaw.com
About Alices School Inc.
Based in Carolina, Puerto Rico, Alices School Inc. filed its
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. P.R. Case No. 19-05929) on Oct. 15, 2019, listing under $1
million in both assets and liabilities. Rosana Moreno Rodríguez,
Esq., at Moreno & Soltero Law Office, LLC, represents the Debtor as
counsel.
ALLIANCE COUNSELING: No Funds Available for Unsecured Creditors
---------------------------------------------------------------
According to its Disclosure Statement, Alliance Counseling
Associates, LLC, has a Chapter 11 plan that says unsecured
creditors will not receive any distributions.
THe Plan specifically proposes to treat claims and interests as
follows:
* Class 3- consists of the secured claim of Limestone Bank
arising from the debtor's indebtedness under the terms of two
promissory notes totaling $292,179.19 to the extent allowed as a
secured claim. In addition, Limestone Bank has a second mortgage on
the personal residence of Erin Heck. The residence has a PVA value
of $270,000.00 with approximately $220,000.00 owed on the first
mortgage. The Debtor and Limestone Bank have agreed that its claim
shall be treated secured to the extent of Accordingly, Limestone
Bank will receive all of the $1,500.00 monthly payment proposed in
the plan over the next five years.
* Class 4- consists of unsecured claims. The debtor believes
that the following are class 4 claimants:
(l) Prevention Counseling Associates, LLC (William and Eileen
Slater $102,000.00);
(2) Limestone Bank (deficiency balance) $162,179.10; and
(3) on Deck $128,101.95;
There will be no funds available for payment to unsecured
creditors.
* Class 5- consists of the equity ownership claim of Erin Heck.
If the Court determines that she must divest her interest, her
interest will be transferred to her spouse Andrew Purcell in
exchange for the $12,000.00 payment made by him.
Upon the Effective Date, all of the assets of the Estate will be
revested in the Debtor, and the Debtor shall have the right to
manage its own assets and conduct its own business in the ordinary
course, subject to the Debtor's obligations and duties as set forth
in the Plan.
A full-text copy of the Amended Disclosure Statement dated Oct. 30,
2019, is available at https://tinyurl.com/y6agdotj from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Mark H. Flener
Law Office of Mark H. Flener
1143 Fairway Street, Suite I
Post Office Box 0008
Bowling Green, Kentucky 42102-0008
Telephone: (270) 783„R400
Facsimile: (270) 783-8872
E-mail: mark@flenerlaw.com
About Alliance Counseling
Alliance Counseling Associates, LLC, is a limited liability
corporation founded in 2010 to provide mental health and life skill
counseling services. It is wholly owned by Erin Heck.
Changes to Medicare, Medicaid and private insurance reimbursement
caused the Debtor to suffer cash flow problems while at the same
time expenses were increasing. In addition, the value of the assets
purchased from Prevention Counseling Services became valueless as a
result of licensing adopted by the Commonwealth of Kentucky.
Alliance Counseling Associates, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No.
19-10207) on March 7, 2019. 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. The case is assigned to Judge Joan A.
Lloyd. The Debtor hired Mark H. Flener, Esq., as its legal
counsel.
AMERICAN TIMBER: Gets Nod to Use Cash Collateral Thru Final Hearing
-------------------------------------------------------------------
Judge Frank W. Volk authorized American Timber Marketing Group, LLC
to use cash collateral from the Petition Date through any final
hearing date (considering the Cash Collateral Motion), and only to
the extent necessary to avoid irreparable harm, to pay expenses
pursuant to the budget.
As adequate protection, Branch Banking and Trust Company (BB&T) is
granted replacement liens on all of the Debtor's property as of the
Petition Date, subject to any valid and enforceable, perfected, and
non-avoidable liens of other secured creditors. Additionally, the
Debtor will pay BB&T an interim adequate protection of $5,000 in
cash or cash equivalents.
Final hearing is set on Nov. 14, 2019 at 1:30 p.m. (EST), or as
soon thereafter as counsel may be heard.
About American Timber Marketing Group
American Timber Marketing Group, LLC, doing business as Wilderness
Wood Company -- https://www.wildernesswood.net/ -- is a
family-owned company in the custom wood business. The Company
manufactures log homes and siding profiles, custom railing,
interior paneling, live edge siding, and live edge custom products
such as bar tops, table tops, and mantels. It also creates various
styles of exterior siding, timbers, beams, and logs.
American Timber sought Chapter 11 protection (Bankr. S.D.W.V. Case
No. 19-20359) on Aug. 21, 2019, in Charleston, West Virginia. In
the petition filed by David Alan Rice, owner, the Debtor disclosed
total assets amounting to $857,087 and total liabilities amounting
to $1,269,479. Judge Frank W. Volk oversees the case. Paul W.
Roop, II, Esq., is counsel to the Debtor.
AMNEAL PHARMACEUTICALS: S&P Alters Outlook to Neg., Affirms 'B' ICR
-------------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Bridgewater,
N.J.-headquartered specialty and generic pharmaceutical
manufacturer Amneal Pharmaceuticals LLC, including the 'B'
long-term issuer credit rating, and revised the outlook to
negative.
S&P's revised outlook reflects risk that Amneal will not meet the
rating agency's updated base case for 2020 of roughly $20 million
in free cash flow and a mid-single-digit decline in revenue. After
2020, S&P expects Amneal's business to stabilize and profitability
to improve from cost-cutting efforts. It believes the company's
revenue trajectory is uncertain given its two recent guidance
revisions and delays in the launches of new generic products.
S&P's negative outlook reflects risk to its base-case forecast the
company will generate about $20 million of free cash flow in 2020
despite the rating agency's projections for a 5% revenue decline
and EBITDA margins of about 18% in 2020, reflecting uncertainty in
new product launches and continued pricing pressure for current
products.
"We could consider a lower rating if revenue or EBITDA declines
more than our current expectations. In this scenario, Amneal's
annual free cash flow would decline to the $10 million to $15
million area and adjusted leverage would weaken to the 10x area or
higher in 2020," S&P said.
"We could revise the outlook to stable if the company's results
show signs of stabilizing (e.g., margin improvement and sequential
growth) in the next 12 months. In this scenario, we would expect
annual free cash flow in the $40 million to $50 million area and
trajectory for leverage below 7.5x," the rating agency said.
APELLIS PHARMACEUTICALS: Incurs $69.8 Million Net Loss in Q3
------------------------------------------------------------
Apellis Pharmaceuticals, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $69.82 million for the three months ended Sept. 30,
2019, compared to a net loss of $35.54 million for the three months
ended Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $191.48 million compared to a net loss of $90.61
million for the same period last year.
The Company has not generated any revenue from product sales and
does not expect to generate any revenue from the sale of products
in the near future. The Company will seek to generate revenue
primarily from a combination of product sales and collaborations
with strategic partners.
"We expect our expenses to increase in connection with our ongoing
activities, particularly as we continue the research and
development of, and seek marketing approval for, our product
candidates. In addition, if we obtain marketing approval for any
of our product candidates, we expect to incur significant
commercialization expenses related to product sales, marketing,
manufacturing and distribution. Furthermore, we will continue to
incur additional costs associated with operating as a public
company. Accordingly, we will need to obtain substantial
additional funding in connection with our continuing operations. If
we are unable to raise capital when needed or on attractive terms,
we would be forced to delay, reduce or eliminate our research and
development programs or future commercialization efforts," Apellis
said in the SEC filing.
As of Sept. 30, 2019, the Company had $466.35 million in total
assets, $326.79 million in total liabilities, and $139.56 million
in total stockholders' equity.
As of Oct. 30, 2019, the date of issuance of these unaudited
condensed consolidated financial statements, the Company believes
that its cash and cash equivalents as of Sept. 30, 2019 of
$433,994,644 will be sufficient to fund its operations for at least
the next twelve months from the date of issuance of the unaudited
interim consolidated financial statements. The future viability of
the Company beyond that point is dependent on its ability to raise
additional capital to finance its operations.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/2aLDC7
About Apellis
Headquartered in Crestwood, Kentucky, Apellis Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company focused on the
development of novel therapeutic compounds for the treatment of a
broad range of life-threatening or debilitating autoimmune diseases
based upon complement immunotherapy through the inhibition of the
complement system at the level of C3. Apellis is the first company
to advance chronic therapy with a C3 inhibitor into clinical
trials.
Apellis incurred net losses of $127.5 million in 2018, $51 million
in 2017, and $27.12 million in 2016. As of June 30, 2019, the
Company had $316.70 million in total assets, $157.6 million in
total liabilities, and $159.08 million in total stockholders'
equity.
The report of Ernst & Young, LLP, on the Company's financial
statements as of and for the fiscal year ended Dec. 31, 2018,
includes an explanatory paragraph stating that the Company has
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
AQUABOUNTY TECHNOLOGIES: Posts Net Loss of $3 Million in Q3
-----------------------------------------------------------
AquaBounty Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $3.02 million on $0 of product revenues for the three
months ended Sept. 30, 2019, compared to a net loss of $2.73
million on $10,938 of product revenues for the three months ended
Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $9.81 million on $140,371 of product revenues compared
to a net loss of $7.96 million on $77,933 of product revenues for
the same period last year.
As of Sept. 30, 2019, the Company had $32.96 million in total
assets, $6.08 million in total liabilities, and $26.88 million in
total stockholders' equity. Cash and cash equivalents at Sept. 30,
2019, was $6.4 million.
Sylvia Wulf, chief executive officer of AquaBounty, stated: "We are
thrilled with the progress of our salmon at our Indiana farm. The
fish are growing extremely well, and they look fantastic. A new
batch of AquAdvantage Salmon eggs was recently received at the
farm, and we now have three cohorts of fish in the water. Every day
we move closer to our first harvests, which we expect to commence
in June of next year."
"I am also pleased to welcome Angela M. Olsen to AquaBounty in her
role as General Counsel. Her experience in regulatory affairs and
business development will be integral to our international
growth."
The Company has experienced net losses and negative cash flows from
operations since its inception and has cumulative losses
attributable to common stockholders of $129 million as of
Sept. 30, 2019.
"Management has evaluated the Company's cash resources in view of
its planned spending for ongoing operations, capital expenditures,
and working capital for the next twelve months from the filing date
and has determined that its current funds will be exhausted by June
30, 2020. As a result, there is substantial doubt about the
Company's ability to continue as a going concern within one year
after the date that these financial statements are issued.
"Management plans to seek additional financing in the form of
equity or debt, partnerships, or other non-dilutive transactions to
fund the Company's cash requirements. However, the Company may not
be able to raise additional financing or to do so at terms that are
acceptable. In this event, management has the ability to reduce
expenditures, slow down or delay capital spending, and divest
assets in order to ensure its cash will extend through the next
twelve months.
"If we are unable to generate additional funds in the future
through financings, sales of our products, government grants,
loans, or from other sources or transactions, we will exhaust our
resources and will be unable to maintain our currently planned
operations. If we cannot continue as a going concern, our
stockholders would likely lose most or all of their investment in
us," the Company said in the SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/PLSyhn
About AcquaBounty
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc., is a biotechnology company focused on enhancing productivity
and sustainability in the fast-growing aquaculture market. The
Company's objective is to ensure the availability of high-quality
seafood to meet global consumer demand, while addressing critical
production constraints in the most popular farmed species.
AquaBounty reported a net loss of $10.38 million in 2018 following
a net loss of $9.26 million in 2017.
Wolf & Company, P.C., in Boston, Massachusetts, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses and negative cash flows from
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ARCHBISHOP OF AGANA: Hires Deloitte & Touche as Accountant
----------------------------------------------------------
Archbishop of Agana, seeks authority from the U.S. Bankruptcy Court
for the District of Guam to employ Deloitte & Touche LLP, as
accountant to the Debtor.
Archbishop of Agana requires Deloitte & Touche to perform a review
of the balance sheet of the Debtor as of June 30, 2019, and the
related statements of income, retained earnings, and cash flows for
the years then ended, in accordance with Statements of Standards
for Accounting and Review Services established by the American
Institute of Certified Public Accountants (AICPA).
Deloitte & Touche will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Daniel S. Fitzgerald, partner of Deloitte & Touche LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Deloitte & Touche can be reached at:
Daniel S. Fitzgerald
DELOITTE & TOUCHE LLP
361 South Marine Corps Drive
Tamuning, Guam
Tel: (671) 646-3884
About Archbishop of Agana
Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States. It comprises the United States dependency of
Guam. The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California. It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).
The Archbishop of Agana, also known as the Roman Catholic
Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case
No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude
Byrnes, S.T.D., Archbishop of Agana, signed the petition. The
Archdiocese scheduled $22,962,686 in assets and $45,662,941 in
liabilities as of the bankruptcy filing.
The Hon. Frances M. Tydingco-Gatewood is the case judge.
The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy
counsel, and John C. Terlaje, Esq., as special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 6, 2019. The Committee retained
Stinson Leonard Street LLP as bankruptcy counsel, and The Law
Offices of William Gavras as local counsel.
ARIZONA CALL-A-TEEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Arizona Call-A-Teen Youth Resources, Inc.
649 North 6th Avenue
Phoenix, AZ 85003
Business Description: ACYR (also known as Arizona Call-A-Teen
Youth Resources) -- https://acyraz.org -- is
a tax-exempt, nonprofit organization that
offers youth services primarily for young
people who have either dropped out or are at
risk of leaving high school prior to
graduation. ACYR provides academic,
vocational, and employment programs to help
individuals discover their potential.
Chapter 11 Petition Date: November 11, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 19-14311
Judge: Hon. Madeleine C. Wanslee
Debtor's Counsel: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
6803 E. Main Street, Suite 1116
Scottsdale, AZ 85251
Tel: 480-478-0709
Fax: 480-478-0787
E-mail: pfk@keerymccue.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Sharlet Barnett, CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb19-14311_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb19-14311.pdf
ASK VENTURES: 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
ASK Ventures Inc., according to the case docket.
About ASK Ventures
ASK Ventures Inc., a company primarily engaged in renting and
leasing real estate properties, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22872) on
Sept. 26, 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 Erik
P. Kimball. The Debtor tapped Aaron A. Wernick, Esq., at FurrCohen
P.A., as its legal counsel.
ASTRIA HEALTH: Seeks to Extend Exclusivity Period to Jan. 31
------------------------------------------------------------
Astria Health and its affiliates asked the U.S. Bankruptcy Court
for the Eastern District of Washington to extend the exclusivity
period to file a Chapter 11 plan to Jan. 31, 2020, and the period
to solicit acceptances for the plan to March 31, 2020.
The proposed extension of the exclusivity periods is narrowly
tailored to run in parallel with the companies' investment banker's
refinancing and sales efforts.
The companies have been working to obtain exit financing sufficient
to support a consensual plan. To better ensure a positive outcome
for stakeholders, however, the efforts of the investment banker
have been expanded to include marketing for the potential sale of
the companies' assets.
The companies will soon file a motion for approval of bid
procedures and for related relief, which they will request to be
heard on an expedited basis on Nov. 15. The proposed transaction
process itself will seek an aggressive time table, with a sale
hearing scheduled to begin on Jan. 23, 2020.
About Astria Health
Astria Health and its subsidiaries -- https://www.astria.health --
are a nonprofit health care system providing medical services to
patients who generally reside in Yakima County and Benton County,
Wash., through the operation of Sunnyside, Yakima, and Toppenish
hospitals, as well as several health clinics, home health services,
and other healthcare services. Collectively, they have 315 licensed
beds, three active emergency rooms, and a host of medical
specialties. The Debtors have 1,547 regular employees.
Astria Health and 12 of its subsidiaries filed for bankruptcy
protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6,
2019. In the petitions signed by John Gallagher, president and
CEO, the Debtors estimated assets and liabilities of $100 million
to $500 million.
The Hon. Frank L. Kurtz oversees the cases.
Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel.
Kurtzman Carson Consultants, LLC is the claims and noticing agent.
Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019,
appointed seven creditors to serve on an official committee of
unsecured creditors. The Committee retained Sills Cummis & Gross
P.C. as its legal counsel; Polsinelli PC, as co-counsel; and
Berkeley Research Group, LLC as financial advisor.
AVENUE STORES: Optium Buying Visa/MC Interchange Claim for $105K
----------------------------------------------------------------
Avenue Stores, LLC, and its debtors-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the sale
of the Visa/MC Interchange Claim to Optium Fund 2, LLC for
$105,000, subject to higher and better offers.
A hearing on the Motion is set for Nov. 13, 2019 at 2:00 p.m. (ET).
The objection deadline is Nov.6, 2019 at 4:00 p.m. (ET).
With the Store Closing Sales having concluded and the
Court-authorized sale of their E-Commerce Business Assets having
closed, the Debtors and their advisors are evaluating the estates'
remaining assets while winding down the Debtors' operations and
affairs. In furtherance thereof, and having satisfied all of their
obligations to PNC Bank, National Association in connection with
closing the sale of the E-Commerce Business Assets, the Debtors
have consulted with the Pre-Petition Subordinated Lender, Ornatus
URG Funding, LLC , and the Committee and, collectively, determined
that it is in the estates' best interests to monetize any claim,
settlement or judgment arising from the putative consolidated class
action lawsuit captioned In re Payment Card Interchange Fee and
Merchant Discount Antitrust Litigation (Case No. 1:05
md-1720-JC-JO) ("Visa/MC Interchange Claim," and the underlying
litigation, "Payment Card Litigation") that the Debtors may hold.
Accordingly, by the Motion, the Debtors ask authority to sell the
Visa/MC Interchange Claim pursuant to the Purchase Agreement
entered into by and between the Debtors and the Purchaser after the
implementation of a comprehensive marketing and informal auction
process which concluded on Oct. 22, 2019. The Debtors believe that
the Purchase Agreement represents the highest and best offer for
the Visa/MC Interchange Claim and, at this juncture of the Chapter
11 Cases, it is in the estates' best interests to liquidate the
Debtors' interest in such claim on the terms provided in the
Purchase Agreement, subject to higher and better bids as
applicable.
The Purchase Agreement generally provides that the Purchaser will
pay $105,000 to acquire the Debtors' Visa/MC Interchange Claim. To
the extent applicable, the Debtors encourage any and all parties
that are interested in submitting a higher and better offer for the
Visa/MC Interchange Claim -- on substantially similar terms to
those set forth in the Purchase Agreement -- to do so by the
deadline to object to the Motion, Nov. 6, 2019 at 4:00 p.m. (ET).
The Debtors believe that the Visa/MC Interchange Claim is de
minimis in value and the anticipated proceeds did not warrant a
more fulsome auction and sale process.
Given that they're actively winding down their operations and
business affairs and these Chapter 11 Cases will be resolved in the
near term, the Debtors ask that the Court orders that such stay not
apply with respect to the sale of the Visa/MC Interchange Claim.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Avenue_Stores_379_Sales.pdf
The Purchaser:
OPTIUM FUND, 2 LLC
620 Newport Center Drive, Suite 670
Newport Beach, CA 92660
Attn: Chief Executive Officer
E-mail: nkornswiet@optiumcapital.com
About Avenue Stores
Avenue has been a leader in the fashion industry for plus-size
clothing for over thirty years. The "Avenue" brand was founded in
1987 when national retailer Limited Brands, Inc. combined its
"Lerner Woman" store group with its "Sizes Unlimited" store group
and was subsequently spun off as an independent division and
renamed United Retail Group Inc. in 1989.
United Retail Group conducted an initial public offering in 1992
and operated as a public company that traded on NASDAQ under the
symbol "URGI" until November 2007, when it was acquired by VLP
Corporation, an affiliate of Redcats USA, Inc.
After the acquisition by Redcats USA, the company experienced
operating losses driven by sales declines in retail stores, which
led United Retail Group and certain of its affiliates to commence
bankruptcy proceedings (Bankr. S.D.N.Y. Lead Case No. 12-10405) on
Feb. 1, 2012. In a court-approved auction, Avenue Stores LLC
(formerly known as Ornatus URG Acquisition, LLC) purchased
substantially all of URG's assets. The sale closed on April 13,
2012.
Investment funds advised by Versa Capital Management, LLC, hold
indirectly approximately 99% of the Class A Units issued by Ornatus
Holdings, with the remaining Class A Units held by a third-party
investor. In addition to Class A Units, those same equity holders
hold 100% of the Class A-1 Units and Class B Units issued by
Ornatus Holdings.
On Aug. 16, 2019, Avenue Stores, LLC and three affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case
No.19-11842), disclosing that they intend to close all 255
brick-and-mortar store locations.
The new cases are pending before the Honorable Laurie Selber
Silverstein.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; BRG as financial advisor; Configure Partners LLC as
investment banker in connection with the sale of the E-commerce
business; and Prime Clerk LLC as claims agent. A joint venture by
Hilco Merchant Resources, LLC, and Gordon Brothers Retail Partners,
LLC, is conducting "going out of business" sales at the Debtors'
retail stores.
BALL CORP: Moody's Rates New Unsecured Euro Notes 'Ba1'
-------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to the proposed new
senior unsecured euro notes due 2024 and due 2027 of Ball
Corporation. Ball's Ba1 corporate family, Ba1-PD probability of
default, SGL-2 and other instrument ratings are unchanged. The
ratings outlook is stable. The proceeds of the debt will be used to
pay off the existing senior unsecured notes due 2020. The
transaction is credit neutral since it does not increase debt or
materially impact credit metrics.
Assignments:
Issuer: Ball Corporation
Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4)
RATINGS RATIONALE
Ball Corporation benefits from its stable profitability,
consolidated industry structure with long-standing competitive
equilibrium and scale. The company also benefits from its high
percentage of long-term contracts with strong cost pass-through
provisions, geographic diversification and a continued emphasis on
innovation and product diversification.
Ball is constrained by its aggressive financial policy, primarily
commoditized product line and concentration of sales. The company
has demonstrated a willingness to undertake large, debt financed
acquisitions that stretch credit metrics and significant share
repurchase programs. Ball also has a high concentration of sales by
both customer and product line.
The SGL-2 speculative grade liquidity rating reflects Ball's
projected strong cash flow, ample availability under the revolving
credit facility and good covenant cushion. The company has a $1.25
billion USD revolving credit facility and $500 million
multicurrency revolving credit facility which expire in March 2024.
Additionally, Ball maintains adequate cash balances which are held
in high-quality instruments and easily accessible. Peak working
capital needs occur in the first and second calendar quarters and
fluctuate depending upon raw material costs. Working capital needs
can also be affected by unit volumes and growth rates in different
segments as payment terms can vary. The company has generally
maintained adequate availability under its revolver after funding
working capital needs and the strong contractual cost pass-through
mechanisms ensure cash flow increases accordingly when raw material
costs rise. Covenants under the credit facility include a net
leverage test under which the company is expected to have ample
cushion. The nearest significant debt maturity is the $750 million
unsecured notes due March 2022. The credit facilities are secured
only by a stock pledge only leaving the potential for some assets
to be sold as an alternative source of liquidity.
The stable outlook reflects an expectation that the company will
continue to execute on its operating plan and maintain credit
metrics within the rating category.
Ball's financial aggressiveness is the primary impediment to an
upgrade. An upgrade in ratings would require a commitment to
maintain an investment grade financial profile including less
aggressive financial policies or significant cushion within the
rating category. Additionally, an upgrade would require a
transition to an investment grade capital structure, a sustainable
improvement in credit metrics and continued stability in the
competitive and operating environment. Specifically, the rating
could be upgraded if:
- Adjusted total debt-to-EBITDA improved to less than 3.25 times
- Funds from operations-to-debt improved to over 22.0%
- EBITDA-to-interest expense improved to over 6.25 times
The ratings or outlook could be downgraded if credit metrics, the
operating and competitive environment, and/or liquidity
deteriorate. Further acquisitions or shareholder initiatives could
also result in a downgrade. Specifically, the ratings could be
downgraded if:
- Adjusted total debt-to-EBITDA remains above 4.0 times
- Funds from operations-to-debt remains below 18.0%
- EBITDA-to-interest expense remains below 5.5 times
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages and household products,
and a supplier of aerospace and other technologies and services to
government and commercial customers. The metal packaging business
generates approximately 90% of revenue, with the aerospace business
contributing the balance. Ball is one of the world's largest
beverage can producers, with leading positions in North America and
Europe. The company reports in four segments including Beverage
Packaging North and Central America, Beverage Packaging South
America, Beverage Packaging Europe and Aerospace. Revenue for the
last twelve month period ended June, 2019 totaled approximately
$11.6 billion.
BALL CORP: S&P Rates EUR900MM Senior Unsecured Notes 'BB+'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to Ball
Corp.'s (BB+/Stable/-) proposed EUR900 million senior unsecured
notes. The recovery rating is '3', reflecting S&P's expectation of
recovery in the 50%-70% range in the event of a default.
S&P expects the company to issue at least EUR900 million of notes
in two tranches, with maturities in 2024 and 2027. The exact terms
and timing of the offering will depend upon market conditions and
other factors.
Ball intends to use the net proceeds, together with other available
cash, to repay its existing senior unsecured notes due in 2020.
S&P views this refinancing as neutral to the recovery ratings as
the notes will be used to replace an equal or close to equal amount
in existing senior unsecured notes maturing in 2020. The new notes
will rank pari passu with the company's existing senior unsecured
notes.
BIG RBOTHERS: Proposes Sale of Substantially All Assets
-------------------------------------------------------
Big Brothers Big Sisters of Northern New Jersey, Inc., asks the
U.S. Bankruptcy Court for the District of New Jersey to authorize
the sale of substantially all assets to Big Brothers and Big
Sisters of Monmouth & Middlesex Counties, Inc., in exchange for the
Buyer's commitment to incorporate the Debtor's territory into its
own, and to immediately assimilate and service the current
families.
The Assets include all of its right, title and interest in (i)
program data, files in all forms, digital or otherwise, containing
information as to volunteers and families, (ii) books and records,
(iii) Fund Raising data bases; (iv) right to receive any committed
donations, to the extent assignable; (v) franchise license, to the
extent transferable; (vi) websites; (vii) telephone numbers; (viii)
interests in and right to receive Grants, to the extent
transferable; and (ix) right, but no obligation, to hire any
employees.
The Debtor has filed its chapter 11 petition because it is unable
to continue servicing the community and the proposed sale is
necessary to ensure a quick transition to the Buyer which will be
taking over the territory promptly in order to avoid any
interruption in service to the community and its members.
The proposed sale as detailed in the Letter of Intent, provides for
the sale of the Assets to the Buyer for the latter's commitment to
incorporate the Debtor's territory into its own, and to immediately
assimilate and service the current families.
The Debtor asks that the Sale be approved free and clear of all
liens, claims (including claims based on any theory of successor
liability, alter ego, or veil piercing), encumbrances, and other
interests, whether arising pre- or post-petition.
The sale of substantially all assets of the Debtor is a sound
exercise of its business judgment. In light of the need to
continue to provide uninterrupted services to the community, the
Buyer is best positioned to acquire the Assets and is aligned with
the non-profit mission of the Debtor. The Buyer's commitment to
incorporate its territory into its own, and to assimilate and
service the current families is essential to the furtherance of the
Debtor's mission. Therefore, it is critical that the Debtor be
authorized to consummate the sale transaction on an expedited
basis.
In light of the nature of the relief requested and in order to
facilitate the prompt sale of the Assets, the Debtor asks a waiver
of the 14-day stay under Bankruptcy Rule 6004(h).
A copy of the Letter of Intent attached to the Motion is available
for free at:
http://bankrupt.com/misc/Big_Brothers_4_Sales.pdf
About Big Brothers Big Sisters of
Northern New Jersey
Big Brothers Big Sisters of Northern New Jersey, Inc., is a
501(c)(3) charitable organization/ corporation which provides
mentoring opportunities by pairing adult role models with at-risk
youth. It pairs a child with a role model creating a 1-to-1
relationship built on trust and friendship that can blossom into a
future of unlimited potential. Serving Morris, Bergen, Passaic and
Sussex, the Debtor was founded in 1967 and was one of six chapters
nationwide to receive the Quality Award for 2009 Performance.
Big Brothers Big Sisters of Northern New Jersey sought Chapter 11
protection (Bankr. D.N.J. Case No. 19-29833) on Oct. 21, 2019. In
the petition signed by Louis Vetere, Chairman, Board of Trustees,
the Debtor was estimated to have assets in the range of $100,001 to
$500,000, and $500,001 to $1 million. The Debtor tapped Kenneth A.
Rosen, Esq., at Lowenstein Sandler LLP, as counsel.
BNG FITNESS: Selling 2005 Honda VTX 1800 Motorcycle for $9K Cash
----------------------------------------------------------------
BNG Fitness, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of 2005 Honda VTX 1800
Motorcycle, VIN 1HFSC46D55A303204, for $9,000, cash.
Property of the estate includes the Motorcycle owned by the Debtor
and having an estimated value of $9,000. There are no liens on the
Certificate of Title to it.
The Debtor asks to sell the Motorcycle to an unrelated third party
for the sum of $9,000 to be paid in cash upon entry of an order by
the Court authorizing sale. The Motorcycle is not necessary for an
effective reorganization of the Debtor's financial affairs.
The sale of the Motorcycle is in the best interests of creditors
and parties in interest inasmuch as sale will alleviate the need to
continue to insure and maintain the Motorcycle and the proceeds of
the sale will be used by the Debtor to fund day-to-day business
operations, enhancing the likelihood of a successful reorganization
of its financial affairs.
For cause shown, the Debtor asks approval of the relief sought.
BNG Fitness, LLC sought chapter 11 protection (Bankr. M.D. Fla.
Case No. 19-05123) on May 30, 2019. The Debtor tapped David W.
Steen, Esq., at David W Steen, P.A., as counsel.
BODY RENEW: Selling Substantially All Assets for $1.15M
-------------------------------------------------------
Body Renew Winchester II, LLC ("BR-II"), and Body Renew Winchester,
LLC ("BR-I"), ask the U.S. Bankruptcy Court for the Western
District of Virginia to authorize the bidding procedures in
connection with the sale of substantially all assets to US Fitness
Holdings, LLC and USF S&H Virginia, LLC for $1.15 million, subject
to overbid.
Jeremy Wright is a Manager and Member of BR-I and BR-II and is the
Debtors' designee. BRW-I is the owner and operator of the Body
Renew Fitness club located at 170-10 Delco Plaza, Winchester, VA
22602. BRW-II is the owner and operator of the Body Renew Fitness
club located at 201 Centre Drive, Suite 111, Stephens City, VA
22655.
The Debtors and the Buyers have executed their Asset Purchase
Agreement, providing for the sale by the Debtors and the purchase
by the Purchasers of substantially all of the Debtors' assets and
providing for the Purchasers to be the Stalking Horse Bidde.
Although the APA does not contemplate the assumption of leases, the
Debtors have provided due diligence materials to at least two other
potential bidders who would be interested in purchasing the assets
of the Debtors and assuming the leases for each location.
Consequently, the Debtors ask approval of the potential assumption
of executory leases.
Pursuant to the APA, the Debtors propose to sell, assign, transfer,
convey, and deliver the assets free and clear of all liens, claims,
charges, encumbrances or interests, subject to higher or better
offers.
The Purchase Price pursuant to the provisions of the Stalking Horse
Bid will be $1.15 million, allocated 60% to BRW-I and 40% to
BRW-II. The APA also contains a provision in Section 5.05 that FIT
ADZ TV, LLC will install its advertising platforms in the
Purchasers' facilities. As additional consideration to the Debtors
for the APA, FIT ADZ TV, LLC has agreed to assign 10% of the net
profits of its business to the bankruptcy estates, for a period of
seven years, for up to $700,000.
The Purchasers will have no obligation to assume any leases or
executory contracts not otherwise identified in the APA. In
addition, they'll have no obligation to hire any of the Sellers'
employees. Notwithstanding the foregoing, the Purchasers may
engage the Debtors' principal, Jeremy Wright, to assist in the
management and operation of the Clubs following closing pursuant to
the terms of an agreement to be negotiated following closing.
The Debtors have determined that it is in the best interest of
their estates to proceed with the Stalking Horse Bid, based upon
the consideration to be received by their estate. In an effort to
identify the highest and best value for their assets, the Debtors
propose to subject the transaction embodied in the Stalking Horse
Bid to higher and better offers pursuant to the proposed Bidding
Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 4, 2019 at 5:00 p.m. (EDT)
b. Initial Bid: All Bids must propose a purchase price equal
to or greater than the aggregate of the sum of (i) the actual value
of the Purchase Price set forth in the APA; plus (ii) the sum of
$50,000 in cash or cash equivalents
c. Deposit: $100,000
d. Auction: In the event they timely receive one or more
Qualified Bids, other than the Purchasers' Bid, the Debtors will
conduct an Auction on Dec. 6, 2019 at 1:00 p.m. at the offices of
Campbell Flannery PC, 1602 Village Market Boulevard, One Village
Plaza, Suite 225, Leesburg, VA 20175.
e. Bid Increments: $50,000
f. Sale Hearing: Dec. 11, 2019, at 11:00 a.m. (ET)
g. The Bidder must state it is willing and able to consummate
and fund the proposed transaction by no later than Jan. 20, 2020.
If no Qualified Bids are received, the Purchasers will be deemed
the Successful Bidder, and the Debtors will seek Court approval of
the Purchasers' Bid without offering the assets for sale at the
Auction.
The Debtors ask the Court to set the Sale Hearing for Nov. 20,
2019. At the Sale Hearing, the Debtors will seek approval of the
APA with the Purchasers, or such other APA of the successful bidder
at the Auction, and the potential assumption and assignment of such
certain executory contracts and unexpired leases as might be
requested by the Purchaser in connection with the sale.
Bank of Clarke County, United Leasing and RV Now are secured
creditors in both bankruptcy proceedings and they each possess a
lien on all the assets of BR-I and BR-II. The secured creditors
agree to release their respective liens in exchange for the terms
of the APA.
The Debtors propose to serve a copy of the Motion (without
exhibits) and the Bidding Procedures upon all Bidding Procedures
Notice Parties. Provided the Court enters an Order on Bidding
Procedures, the Debtors request that no later than two days after
entry of the Bidding Procedures Order, the Debtors will serve a
copies of the Bidding Procedures Order (including the Notice of
Auction and Sale Hearing) upon the Auction and Sale Notice
Parties.
The Debtors further ask, pursuant to Fed. R. Bankr. P. 9014, that
objections, if any, to the relief requested in the Sale Motion,
including the potential assumption and assignment of any unexpired
lease, contract or license agreement, must be filed no later Nov.
13, 2019 at 5:00 p.m. (ET).
A copy of the APA and the Bidding Procedures attached to the Motion
is availale for free at:
http://bankrupt.com/misc/Body_Renew_89_Sales.pdf
The Purchasers:
US FITNESS HOLDINGS, LLC
1760 Old Meadow Road
Suite 300
McLean, VA 22102
Attn: Scott M. Thomas, CFO
Telephone: (703) 245-2712
E-mail: sthomas@usfitnessgroup.com
- and -
US FITNESS HOLDINGS, LLC
1760 Old Meadow Road
Suite 300
McLean, VA 22102
Attn: Sabiha Malilc, General Counsel
Telephone: (703) 245-4183
E-mail: smalik@usfitnessgroup.com
About Body Renew Winchester
Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are
privately held companies in the health and fitness clubs and gyms
business.
Body Renew Winchester II and Body Renew Winchester filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019.
The petitions were signed by Jeremy W. Wright, manager. The
Debtors each estimated $50,000 in assets and $1 million to $10
million in liabilities.
James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors'
counsel.
A committee of unsecured creditors was appointed on July 22, 2019.
The committee is represented by Hirschler Fleischer, P.C.
BOSTON DONUTS: May Use Cash Collateral Thru Nov. 22
---------------------------------------------------
The Bankruptcy Court authorized Boston Donuts, Inc., to use cash
collateral through Nov. 22, 2019, pursuant to the budget, a copy of
which is available free of charge at: https://is.gd/wPs8RH
The budget provides for cost of goods sold at $41,014 and total
general and administrative expenses at $9,245 for the month of
November 2019.
Judge Christopher J. Panos granted the secured parties a continuing
post-petition replacement lien and security interest in all
post-petition property of the estate, which liens will maintain the
same priority, validity and enforceability as the liens on the
collateral to the extent of any diminution in the value of the
collateral resulting from the use of the cash collateral.
The Court will hold a further hearing on the Debtor's motion on
Nov. 22, 2019 at 10:00 p.m. Any objections must be filed by Nov.
21 at 4:30 p.m.
About Boston Donuts Inc.
Boston Donuts, Inc., generates revenues by manufacturing and
selling donuts. The Company sought Chapter 11 protection (Bankr.
D. Mass. Lead Case No. 19-41141) on July 11, 2019 along with its
Debtor affiliates Costa Café, Inc., Maple Avenue Donuts, Inc., W
&E Trust, Inc., and EOR Holding Corporation. Their cases are
jointly administered. James P. Ehrhard, Esq., at Ehrhard &
Associates, P.C., represents the Debtors.
BRISTOW GROUP: Reorganization Plan Declared Effective Oct. 31
-------------------------------------------------------------
The effective date of the amended joint Chapter 11 plan of
reorganization of Bristow Group Inc. and its debtor-affiliates
occurred on Oct. 31, 2019, following the approval of the adequacy
of the Debtors' disclosures statement and confirmation of the Plan
by the U.S. Bankruptcy Court for the Southern District of Texas on
Oct. 8, 2019.
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asia
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs 3,000 individuals around the
world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Bristow Group Inc. and its
affiliates. The Committee selected Kramer Levin Naftalis & Frankel
LLP as its legal counsel. Porter Hedges LLP is the Committee's
local and conflicts counsel. Imperial Capital, LLC, is the
Committee's financial advisor, and Perella Weinberg Partners LP is
the investment banker.
CASA SYSTEMS: S&P Cuts ICR to 'B-' on Cable Segment Deterioration
-----------------------------------------------------------------
S&P Global Ratings downgraded Casa Systems Inc., an Andover,
Mass.-based vendor of hardware and software solutions primarily to
cable broadband multisystem operators (MSOs), to 'B-' from 'B'. The
rating agency also lowered its issue-level rating on the company's
first-lien debt to 'B-' from 'B'. The '3' recovery rating is
unchanged.
The rating action reflects the rating agency's views that Casa
Systems will meaningfully underperform its prior fiscal 2019
base-case scenario, with S&P Global Ratings-adjusted EBITDA of -$2
million and FOCF of -$30 million. In addition, S&P is lowering its
prior fiscal year 2020 forecast to reflect ongoing delays in
broader DAA adoption, with the expectation that MSOs will continue
using Casa's capacity-expanding solutions to address increasing
bandwidth demands. Leverage is now forecast to be around 10x in
fiscal year 2020, with break-even FOCF.
The stable outlook reflects S&P's view that, although Casa's cable
segment could further deteriorate beyond the rating agency's base
case, new revenue sources from core Casa's nascent wireless segment
in conjunction with NetComm will allow Casa to return to S&P Global
Ratings-adjusted EBITDA growth in fiscal year 2020. Additionally,
the $124 million cash balance as of Sept. 30, 2019, should provide
sufficient liquidity to continue operations until DAA adoption is
more widespread and positive FOCF resumes.
"We could lower the rating should FOCF remain weak through further
deterioration in Casa's cable segment, along with aggressive
shareholder returns depleting its cash balance, such that we
believe Casa's ability to continue operations is weakened and view
the capital structure as unsustainable," S&P said.
"We could raise the rating if Casa stabilizes and diversifies its
revenue through both broader DAA adoption by MSOs and growth in its
fixed wireless segment, such that leverage improves below 6x and
FOCF to debt approaches 5%," the rating agency said.
CEED PROPERTIES: Seeks to Hire Geiger Law as Counsel
----------------------------------------------------
CEED Properties, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Geiger Law,
LLC, as counsel to the Debtor.
CEED Properties requires Geiger Law to:
(a) advise the Debtor with respect to its powers and duties as
debtor and debtor-in-possession in the continued
management and operation of its business and property;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the Chapter 11 case, including
all of the legal and administrative requirements of
operating in Chapter 11;
(c) take necessary action to protect and preserve the Debtor's
estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the
estate, negotiations concerning all litigation in which
the Debtor may be involved and objections to claims filed
against the estate;
(d) review and prepare on behalf of Debtor all documents and
agreements as they become necessary and desirable;
(e) review and prepare on behalf of the Debtor all motions,
administrative and procedural applications, answers,
orders, reports and papers necessary to the administration
of the estate;
(f) negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related
agreements and documents and take any necessary action on
behalf of the Debtor to obtain confirmation of such plan;
(g) review and object to claims; analyze, recommend, prepare
and bring any causes of action credited under the
Bankruptcy Code;
(h) advise the Debtor in connection with any sale of assets;
(i) appear before the Court, any appellate courts, and the
U.S. Trustee, and protect the interests of Debtor's estate
before such courts and the U.S. Trustee; and
(j) perform all other necessary legal services and give all
other necessary legal advice to the Debtor in connection
with the Chapter 11 case.
Geiger Law will be paid at the hourly rate of $330.
Prior to the filing of petition for this case, Geiger Law issued an
invoice for its prepetition services and expenses in the amount of
$3,747, consisting of $2,030 in fees and $1,717 in expenses, and
deducted such amount from the prepetition retainer for payment of
Geiger Law's prepetition invoice. Geiger Law has not been paid any
other compensation by the Debtor. The remaining retainer amount of
$2,953 are currently held in Geiger Law's IOLTA Trust Account.
Geiger Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David A. Geiger, partner of Geiger Law, LLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Geiger Law can be reached at:
David A. Geiger, Esq.
GEIGER LAW, LLC
1275 Peachtree Street, N.E., Suite 525
Atlanta, GA 30309
Tel: (404) 815-0040
Fax: (404) 549-4312
E-mail: david@geigerlawllc.com
About CEED Properties
CEED Properties LLC, a Georgia limited liability company,
classifies its business as single asset real estate (as defined in
11 U.S.C. Section 101(51B)).
CEED Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-63948) on Sept. 3,
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 has been assigned to Judge Barbara
Ellis-Monro. David A. Geiger, Esq., at Geiger Law, LLC, is the
Debtor's legal counsel.
CENTRO GROUP: Seeks to Extend Exclusivity Period to Dec. 26
-----------------------------------------------------------
Centro Group, LLC and ProHCM Holdings, Inc. asked the U.S.
Bankruptcy Court for the Southern District of Florida to extend the
period during which only the companies can file a Chapter 11 plan
to Dec. 26, and the period to solicit acceptances for the plan to
Jan. 27, 2020.
The companies have reached an agreement in principle with the
unsecured creditors' committee that provides for a global
settlement in both of their cases and have jointly filed a motion
to approve the agreement, which is critical to the filing of a
plan. The companies have also sent a draft of the plan to the
committee and are awaiting comments from the committee's legal
counsel so that they can file a joint plan.
About Centro Group
Centro Group, LLC is a full-service, wholesale group benefits,
human capital, and technology service consulting firm committed to
positioning their clients for future growth. It is headquartered in
Miami, Fla., with additional offices in the Boston and St. Louis
areas.
Centro Group and ProHCM Holdings, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos.
18-23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by
CEO Joseph Markland, Centro Group estimated assets of less than
$50,000 and liabilities of $1 million to $10 million. ProHCM
disclosed $4,284,714 in assets and $4,238,898 in liabilities. Judge
Jay A. Cristol oversees the cases.
The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal
counsel; James F. Martin of ACM Capital Partners, as their chief
restructuring officer; and Rice Pugatch Robinson Storfer & Cohen,
PLLC, as special counsel.
On Nov. 9, 2018, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in Centro Group's case.
The committee tapped Kozyak, Tropin & Throckmorton, LLP as its
legal counsel.
CFO MGMT: Trustee SellingFrisco Property to Pandya for $9.3 Million
-------------------------------------------------------------------
David Wallace, the Chapter 11 trustee for CFO Management Holdings,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
Texas to authorize the sale of the commercial retail development
located at 5855 Preston Rd, Frisco, Collin County, Texas, which
includes the retail suites, to Gaurang Pandya for $9,376,450.
Objections, if any, must be filed with 21 days from the date of
service.
The Debtor owns the FWC Retail Suites. Before substantive
consolidation of the assets and liabilities of the Debtor and
Subsidiary Debtors, the FWC Retail Suites was under the name of
Subsidiary Debtor Frisco Wade Crossing Development Partners, LLC
("FWC"). Construction on the FWC Retail Suites is completed and it
has been on the market for purchase by commercial real estate
investors and end-users.
In accordance with the Court's Order Granting Chapter 11 Trustee's
Motion for an Order Authorizing the Retention of Real Estate
Brokers, the Trustee retained brokers with both Edge Realty Capital
Markets, LLC and Legacy Commercial Realty, LLC to market the FWC
Retail Suites for sale.
The Trustee has so far received dozens of offers to purchase one or
more of the suites at the FWC Development and has been in
negotiations with the potential buyer with the highest and best bid
for the FWC Retail Suites, Mr. Pandya. Following these
negotiations, the Trustee entered into a contract for the sale of
the FWC Retail Suites to Mr. Pandya, subject to the approval of the
Court.
The salient terms of the Contract are:
a. Sale price of $9,376,450;
b. 60-day closing period following 15-day feasibility period;
and
c. $100,000 earnest money.
The sale price breaks down between the various retail suites
included in the FWC Retail Suites as follows:
Building - Unit Size (sqft) Price per Sqft Total Price
1-300 4,182 $243.4177051 $1,017,973
1-400 6,583 $243.4177051 $1,602,419
1-500 6,582 $243.4177051 $1,602,175
2-200 3,826 $243.4177051 $ 931,316
2-300 4,182 $243.4177051 $1,017,973
2-400 6,583 $243.4177051 $1,602,419
2-500 6,582 $243.4177051 $1,602,175
At the time of the filing of this Motion, the Trustee intends to
proceed with a sale of the FWC Retail Suites to Mr. Pandya under
the terms of the Contract, as the offeror who has provided the
highest and best offer to date on terms that the Trustee believes
to be acceptable and beneficial to the Debtor's estate. However,
the Contract contemplates the possibility of the Trustee
entertaining additional offers prior to or at the hearing on the
Motion. The Trustee intends to continue to review offers for the
FWC Retail Suites through the time of the Hearing and ultimately
ask approval for whatever sale arrangement he believes, in his
judgment, is the most favorable to the Debtor's estate and
creditors. Should the Trustee identify a Potential Buyer prior to
the Hearing who is willing to purchase the FWC Retail Suites under
more favorable terms for the Debtor's estate than those provided
and in the Contract, the Trustee will provide that information to
the Court at the Hearing and request that the sale proceed with
that Potential Buyer under such more favorable terms.
Ultimately, the Trustee believes it is prudent to proceed with a
sale of the FWC Retail Suites to Mr. Pandya or any Potential Buyer
under terms substantially similar to the above terms and other
terms provided in the Contract. Therefore, the Trustee is asking
authorization to ultimately close on a sale of the FWC Retail
Suites with another Potential Buyer other than the specific buyer
named at the Hearing (and/or in any order granting the Motion) in
the event that closing does not occur with such specifically named
buyer, provided that such closing was under terms substantially
similar or more favorable to those provided in the Contract. The
Trustee believes that the terms and process will result in a sale
of the FWC Retail Suites at market price based on his evaluation of
the market for the FWC Retail Suites and review of the marketing
efforts made with respect to the FWC Retail Suites.
The Trustee estimates that the costs of sale of the FWC Retail
Suites, including commissions, fees, costs of document preparation
and recordation, and other closing costs would total no more than
$850,000, including title costs, if applicable, commissions, and
legal expenses. In a sale to Mr. Pandya, the Brokers would each
receive a commission of 3% of the sales price.
There are two main types of secured claims that have been asserted
against the FWC Retail Suites: any claims asserted by the Debtor's
primary lender, CPIF Lending, LLC and claims based on materialmen
and mechanic's liens relating to construction. The CPIF Lending
claim relates to a deed of trust and related financing agreements
entered into by Subsidiary Debtors McKinney Executive Suites at
Crescent Parc Development Partners, LLC ("MES") and FWC on Sept.
27, 2018. On account of that transaction, CPIF Lending claims an
interest in both the FWC Development, including the FWC Retail
Suites, and Phase 1 of a two-phase, partially constructed
commercial real estate development in McKinney, Texas, owned by
MES.
CPIF Lending has recently filed a claim in thw Bankruptcy Case,
claiming to be owed $24,788,078 in principal and interest
(including default interest) as of the Petition Date, as well as
postpetition legal fees and expenses. Due to the circumstances
surrounding the
CPIF Lending transaction, the Trustee believes that there may be
reason to challenge the extent and status of CPIF Lending's claim.
The Trustee has requested documents supporting the amount and
secured status of CPIF Lending's claim and intends to do a thorough
analysis prior to any payment on account of such claim. Should
these issues remain unresolved at the time of closing on a sale of
the FWC Retail Suites, the Trustee proposes that the proceeds from
the sale of the FWC Retail Suites be held in escrow pending further
order of the Court regarding the amount and secured status of CPIF
Lending's claim and CPIF Lending's entitlement to such proceeds.
Second, certain other entities, including EMJ Corp., the general
contractor with respect to the FWC Development, have asserted
mechanics' and materialmen's liens against the FWC Retail Suites
relating to work purportedly performed on the property. Such M&M
Lien Claimants, the amount they claimed to be owed, and other lien
information is provided in Exhibit B. The Trustee, as well as and
with the Committee, is currently evaluating the validity of the
liens asserted by the M&M Lien Claimants. At this point, it is the
Trustee's understanding that some of the liens may be invalid and
warrant removal. Further, given the amounts purportedly owed to
CPIF Lending and secured by the FWC Development, the M&M Lien
Claimants may not be entitled to payment out of such sale proceeds.
Therefore, with respect to each M&M Lien Claimant, the Trustee
proposes to either (a) pay the M&M Lien Claimant an agreed amount
upon closing based on the evaluation of such liens and on the
condition of release of such lien and claim or (b) hold a portion
of the proceeds of the sale in escrow with respect to such M&M Lien
Claimant pending resolution of any lien-related disputes with that
claimant and Court approval of any resulting agreement and release
of such escrowed funds. Absent an agreement or other Court
determination in place at closing, the Trustee would escrow the
amounts listed in Exhibit B (to the extent not duplicative between
general and subcontractor) for each M&M Lien Claimant, with any
valid liens transferring to such escrowed proceeds, respectively.
As the distribution of any amounts on account of a secured claim
would need to be done according to priority, the Trustee's proposal
for
escrow of the proceedings pending further lien analysis and
determination, with any valid liens passing to the proceeds in the
order of priority, will protect the interests of any M&M Lien
Claimant with a valid lien against the FWC Retail Suites, in
accordance with such lien's priority.
PC Legacy Two Trust, a Phillip Carter-related entity, also filed a
deed of trust in August 2017 with respect to the FWC Development.
This deed of trust was subordinated to the position of CPIF Lending
through a Sept. 27, 2018 Subordination and Standstill Agreement
between those parties. The Trustee has reason to believe that,
given the events leading to the filing of the Bankruptcy Case and
the appointment of the Trustee, there are reasons to challenge the
validity of the PC Legacy Two Trust lien and right to payment.
Further, any amounts paid on account of a secured claim would need
to be done according to priority. In the event that no agreement
is reached regarding the release of the lien prior to the Court's
entry of an order on the Motion, the Trustee asks that any proceeds
amount purportedly owed to PC Legacy Two Trust be escrowed pending
Court determination of such dispute.
As to other encumbrances on the property, the Trustee believes that
those encumbrances will either be addressed or preserved at
closing. To the best of the Trustee's knowledge and as of the
filing of the Motion, there are no outstanding ad valorem tax
obligations for 2018 and previous years. Any outstanding 2019 ad
valorem taxes are to be paid at closing.
By the Motion, the Trustee is not intending to sell the FWC Retail
Suites free of easements and similar property-related encumbrances
to the extent that such encumbrances are valid and recorded in the
records of Collin County, Texas as of the filing of the Motion and
designated as permitted encumbrances in the course of finalizing
the sale of the FWC Retail Suites.
In the Trustee's business judgment, it is in the best interests of
its estate and its creditors to sell the FWC Retail Suites under
the terms substantially similar or more favorable than those
provided in the Contract. In the event that closing cannot be
completed during the agreed-upon time period with Mr. Pandya or
another Potential Buyer approved at the Hearing, the Trustee, in
his business judgment, believes that circumstances warrant
proceeding with a sale of the FWC Retail Suites with a Back-Up
Buyer.
The Trustee intends to sell the FWC Retail Suites to a Potential
Buyer free and clear of all liens, claims, and encumbrances.
The Trustee asks that notice of the Motion and the process set
forth be deemed sufficient notice of the proposed sale of the FWC
Retail Suites in accordance with Bankruptcy Rule 6004(f).
Finally, the Trustee asks that the order approving the sale of the
FWC Retail Suites be effective immediately by providing that the
14-day stay under Bankruptcy Rule 6004(h) is waived.
A copy of the Sale Contract attached to the Motion is available for
free at:
http://bankrupt.com/misc/CFO_Management_292_Sales.pdf
The Purchaser:
Gaurang Pandya
3956 West Point Lane
Frisco, TX 75033
Telephone: (214) 462-8409
E-mail: gppandya@gmail.com
About CFO Management Holdings
CFO Management Holdings, LLC, through its subsidiaries, engages in
developing and selling residential and commercial real estate in
Collin County, Texas, and owns and manages a wild game ranch in
Southern Oklahoma. The subsidiaries are Carter Family Office, LLC,
Christian Custom Homes, LLC, Double Droptine Ranch, LLC, Frisco
Wade Crossing Partners, LLC, Kingswood Development Partners, LLC,
McKinney Executive Suites at Crescent Parc Development Partners,
LLC, North-Forty Development LLC, and West Main Station
Development, LLC.
CFO Management Holdings and its subsidiaries sought Chapter 11
protection (Bankr. E.D. Tex. Case No. Lead Case No. 19-40426) on
Feb. 17, 2019. In the petition signed by CRO Lawrence Perkins, CFO
Management estimated $50 million to $100 million in both assets and
liabilities. Annmarie Chiarello, Esq. and Joseph J. Wielebinski
Jr., Esq., at Winstead PC, serve as the Debtor's bankruptcy
counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 4, 2019. The committee is represented
by Singer & Levick PC as its legal counsel.
David Wallace was appointed as Chapter 11 trustee for the Debtors'
estates on April 10, 2019.
CHICAGO SURGICAL: Unsecureds get Cash Equal to 10% of Claim
-----------------------------------------------------------
Chicago Surgical Clinic, Ltd, a surgical center in Arlington
Heights, Ill., has a Chapter 11 plan that provides:
-- Holders of senior secured claims (Class 2) will receive (i)
monthly payments equal to the unpaid portion of such allowed senior
secured claims over a period of 36 months.
-- Each holder of an unsecured claim (Class 3) will receive: (i)
cash pro rata share equal to 10% of the unpaid portion of the
allowed unsecured claim, over 60 months in 60 equal payments.
-- Each holder of Equity Interest shall retain their equity
interest in the Debtor. New value will be added by the security
holders in the amount of $25,000.
A full-text copy of the Disclosure Statement dated Oct. 30, 2019,
is available at https://tinyurl.com/y2tss89d from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Jeffrey Strange
Jeffrey Strange & Associates
717 Ridge Road
Wilmette, Illinois 60091
ARDC # 3122923
Tel: (847) 256-7377
Fax: (847) 256-1681
E-mail: jstrangelaw@aol.com
About Chicago Surgical Clinic
Chicago Surgical Clinic LTD operates a surgical center in Arlington
Heights, Ill. The Clinic offers a full range of services,
including general surgery, minimally invasive surgery, colorectal
surgery, plastic surgery, endoscopy lab, pain management, hand
surgery and podiatry.
In 2015 an ex-employee, Stoyan Kokocharov filed a complaint under
the Illinois Wage Claim Act against Chicago Surgical Clinic Ltd.,
alleging that he was owed unpaid wages in an unspecified amount.
Chicago Surgical filed for protection under Chapter 11 of the
bankruptcy code in response to collections actions by Kokocharov.
Chicago Surgical Clinic filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 18-30089) on Oct. 26, 2018. In the petition signed
by Yelena Levitin, president, the Debtor estimated up to $50,000 in
assets and $1 million to $10 million in liabilities. Judge
LaShonda A. Hunt oversees the case. Jeffrey Strange & Associates,
led by founding partner Jeffrey Strange, is the Debtor's bankruptcy
counsel.
CLA PROPERTIES: Landlords Chapter 11 Trustee for 2019 Debtors
-------------------------------------------------------------
Creditors Parker CLA Partners, Ltd.; Tulsa Vineyard CLA Partners,
Ltd.; Aguila Springs CLA Partners, Ltd.; Ranch 620 Retail Partners,
Ltd.; Cinco CLA Partners, Ltd.; Barker Crossing CLA Partners, Ltd.;
Yorktown Hwy 6 Retail Partners, Ltd.; Gleannloch CLA Partners,
Ltd.; and Riverstone CLA Partners, move for the appointment of a
Chapter 11 trustee for CLA Riverstone, LLC; CLA Parker, LLC; CLA
Gleannloch, LLC; CLA Cinco, LLC; CLA Austin Trails, LLC; CLA
Atascocita, LLC; CLA Cypress, LLC; CLA Tulsa, LLC; and CLA
Copperfield, LLC ("2019 Debtors").
The Landlords claim that the 2019 Debtors have an irreconcilable
conflict of interest with their ultimate parent, Children's
Learning Adventure USA, LLC. The 2019 Debtors' schedules reflect
more than $7 million in intercompany receivables due from CLA USA,
yet CLA USA and its officers, notably siblings Rick and Cheryl
Sodja control the 2019 Debtors and manage all financial aspects of
the 2019 Debtors.
Each of the 2019 Debtors is a single purpose entity whose sole
purpose is to act as lessee of non-residential real property owned
by the Landlords where CLA USA operates centers for pre-school
education, before-school childcare, after-school enrichment, and
summer camp under the trade name Children's Learning Adventure.
However, the 2019 Debtors' Schedules of Assets and Liabilities
reflect no cash, no bank accounts, minimal or no accounts
receivable, and only nominal physical assets with minimal value
consisting primarily of office equipment, computers, and summer
camp t-shirts.
The Landlords financed their acquisition of the Centers through
loans from financial institution lenders, and owe monthly payments
to those lenders. The 2019 Debtors, CLA USA, and the Sodjas have
been aware for months that their failure to pay in full the rent
payment obligations owed to the Landlords has impaired the
Landlords’ financial ability to remain current with their
lenders.
The Landlords filed a motion seeking to compel postpetition rent
payments or, in the alternative, for stay relief.
The 2019 Debtors report a total of $7,176,640.32 in intercompany
obligations owed to them by CLA USA and barely $100,000 in total
other assets. Moreover, each of the 2019 Debtors is a tenant on a
lease of non-residential real property occupied by CLA USA.
In this case, the Landlords aver that a trustee is needed to pursue
recovery against CLA USA and avoid the inherent conflict of
interest that exists between the 2019 Debtors and CLA USA.
Additionally, according to the Landlords, a trustee is necessary to
impartially determine whether there is anything to reorganize. The
2019 Debtors appear to be using these bankruptcy proceedings as a
ploy to stonewall their few creditors, and like their affiliates
who have been debtors in these jointly administered cases for no
fewer than 18 months without proposing any plan of reorganization,
the 2019 Debtors are unlikely to make any progress towards
reorganizing, and have moved to reject all leases.
The Landlords promptly filed proofs of claim in the bankruptcy
cases for the respective 2019 Debtors reporting that they are
collectively owed over $10 million.
The 2019 Debtors failed and refused to pay millions in rent
obligations prepetition, and refused to make postpetition lease
payments. The 2019 Debtors have refused to pay any amounts for the
use and occupancy of the properties subject to the First Lease
Rejection Motion, and unilaterally restricted (through issuance of
joint check) the Landlords’ ability to decide how to use the base
rent payments remitted.
Attorneys for the Landlords:
Kyle S. Hirsch
Rachel E. Phillips
BRYAN CAVE LEIGHTON PAISNER LLP
Two N. Central Avenue
Suite 2100 Phoenix
AZ 85004-4406
Keith M. Aurzada
Bradley Purcell
REED SMITH LLP
2501 N. Harwood,
Suite 1700 Dallas,
TX 75201
A full-text copy of the Motion is available at
https://tinyurl.com/y2few4rn from PacerMonitor.com at no charge.
About CLA Properties SPE
CLA Properties SPE, based in Scottsdale, Arizona, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 17-14851) on Dec. 18, 2017. The debtor-affiliates are
CLA Maple Grove, LLC; CLA Carmel, LLC; CLA West Chester, LLC; CLA
One Loudoun, LLC; CLA Fishers, LLC; CLA Chanhassen, LLC; CLA
Ellisville, LLC; CLA Farm, LLC; and CLA Westerville, LLC.
Affiliates CLA Riverstone, LLC, CLA Parker, LLC, CLA Gleannloch,
LLC, CLA Cinco, LLC, CLA Austin Trails, LLC, CLA Atascocita, LLC,
CLA Cypress, LLC, CLA Tulsa, LLC, and CLA Copperfield, LLC sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 19-09743 to
19-09752).
The cases are jointly administered before the Hon. Brenda Moody
Whinery.
In the petition signed by Richard Sodja, its authorized
representative, CLA estimated $1 million to $10 million in assets
and liabilities.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd., as bankruptcy counsel; Schian Walker, PLC, as co-counsel; and
Cockriel & Christofferson, LLC, as special counsel.
CLEAN AIR BUILDING: Seeks to Hire Adam M. Freiman as Counsel
------------------------------------------------------------
Clean Air Building Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ the Law
Offices of Adam M. Freiman, P.C., as counsel to the Debtor.
Clean Air Building requires Adam M. Freiman to:
(a) advise the Debtor of its rights, powers and duties as a
debtor and debtor-in-possession;
(b) advise the Debtor concerning, and assisting in the
negotiation and documentation of, financing agreements,
debt restructurings, cash collateral arrangements and
related transactions;
(c) represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from
the automatic stay under the Bankruptcy Code;
(d) represent the Debtor in any proceedings instituted with
respect to certain Debtor's use of cash collateral;
(e) review the nature and validity of liens asserted against
the property of the Debtor and advise the Debtor
concerning the enforceability of such liens;
(f) advise the Debtor concerning the actions that it might
take to collect and to recover property for the benefit of
the Debtor's estate;
(g) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, draft
orders, notices, schedules and other documents, and
reviewing all financial and other reports to be filed in
the Chapter 11 case;
(h) advise the Debtor concerning, and preparing responses to,
applications, motions, pleadings, notices and other papers
that may be filed and served in this Chapter 11 case;
(i) counsel the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization
or liquidation and related documents,; and
(j) perform all other legal services it is qualified to handle
for on behalf of the Debtor that may be necessary or
appropriate in the administration of this Chapter 11 case,
including advising and assisting the Debtor with respect
to debt restructurings, claims analysis and disputes,
legal advise with respect to general corporate, bankruptcy
and finance, and matters and litigation other than for
discrete matters for which special counsel may be
retained.
Adam M. Freiman will be paid based upon its normal and usual hourly
billing rates. The Firm will be paid a retainer in the amount of
$5,000. It will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Adam M. Freiman, partner of Law Offices Of Adam M. Freiman, P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Adam M. Freiman can be reached at:
Adam M. Freiman, Esq.
LAW OFFICES OF ADAM M. FREIMAN, P.C.
115 McHenry Ave. Suite B4
Baltimore, MD 21208
Tel: (410) 486-3500
About Clean Air Building Services
Clean Air Building Services, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Md. Case No. 19-23165) on Oct. 2, 2019,
estimating under $1 million in both assets and liabilities. The
Debtor is represented by the Law Offices of Adam M. Freiman, P.C.
CLINTON NURSERIES: Plan Confirmation Hearings to Begin Dec. 16
--------------------------------------------------------------
Clinton Nurseries, Inc., Clinton Nurseries Of Maryland, Inc.,
Clinton Nurseries of Florida, Inc., and Triem LLC, have won court
approval of their Fourth Amended Disclosure Statement.
The Court has ordered that:
* Dec. 16, 17 and 18, 2019, at 10:00 a.m., are fixed for the
hearing on confirmation of the plan.
* Dec. 2, 2019, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
Within four business days after the entry of this Order, the plan
or a summary thereof approved by the Court, the disclosure
statement, and a ballot conforming to Ballot for Accepting or
Rejecting Plan of Reorganization (Official Form 314) must be mailed
to creditors.
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897. At the time of filing,
Clinton Nurseries has estimated assets and liabilities at $10
million to $50 million.
Judge James J. Tancredi oversees the cases.
Zeisler & Zeisler, P.C. is the Debtors' legal counsel.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors. The committee tapped Green & Sklarz LLC as
its legal counsel.
COMPLETE DISTRIBUTION: Siemens Says Several Plan Terms Omitted
--------------------------------------------------------------
Siemens Financial Services, Inc., objects to Complete Distribution
Services, Inc.'s Amended Disclosure Statement, citing numerous
reasons, including, without limitation, because the First
Disclosure Statement omitted several plan terms.
Siemens Financial points out that the Debtor filed its Amended
Disclosure Statement and Amended Plan of Reorganization, which
inserted certain incorrect information and failed to correct other
issues set forth in Siemens Financial's First DS Objection.
Attorneys for Siemens Financial:
James W. Brewer
KEMP SMITH LLP
P.O. Drawer 2800
El Paso, Texas 79999-2800
(915) 533-4424
(915) 546-5360 (Fax)
jim.brewer@)kempsmith.com
About Complete Distribution Services
Complete Distribution Services, Inc., doing business as Complete
Trailer Leasing, is a diversified shipping service company,
providing short and long-haul support, including transportation,
customer support, and logistics. The Company offers local dispatch
at its El Paso, Texas, facility to meet its customers' needs.
Complete Distribution Services sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 18-31995) on Nov. 29, 2018. In the petition
signed by Salvador A. Herrera, president, the Debtor disclosed
$2,784,801 in total assets and $8,049,386 in total debt. The Hon.
Christopher H. Mott is the case judge. E.P. Bud Kirk is the
Debtor's counsel.
COOL CONCEPTS: Plan Gives 17% Recovery to Unsec. Creditors
----------------------------------------------------------
Cool Concepts, Inc., has a Chapter 11 plan that projects a 17
percent dividend for general unsecured creditors.
In 2014, the Debtor's business was growing at a rapid pace and as a
result the Debtor decided to expand its business into Texas. As a
result of the misconduct, debts were incurred on behalf of the
Debtor which were impossible for the Debtor to service (due to the
lack of income derived from such debts). Due to the mounting bills
that the Debtor was unable to service, and a lack of any meaningful
business in Texas, the Debtor faced the inevitable and was forced
to file this bankruptcy in order to save its Nevada operations.
The Debtor will continue to operate its business in the ordinary
course, following confirmation of the Plan depositing $36,000
annually into the Creditor Fund to ensure sufficient capital is
available to make each Annual Payment contemplated by the Plan.
Secured creditors (Class 2) will continue to be paid in accordance
with their respective contracts with the Debtor. Unsecured
claimants (Class 3 and Class 4) will be paid a pro rata portion of
the allowed amount of their claims on the Effective Date of the
Plan or when such claim becomes allowed, whichever is later, and
continue to be paid a pro rata portion of the allowed amount of
their Claims on an annual basis for three years from the First
Payment date. Holders of equity interests (Class 5) will not be
entitled to receive or retain any of their interests in such
equity
Under the Plan, holders of general unsecured claims (Class 3) and
holders of guaranteed unsecured claims (Class 4) will recover 17%.
A full-text copy of the Disclosure Statement dated October 30,
2019, is available at https://tinyurl.com/y3n7qcjr from
PacerMonitor.com at no charge.
The Court fixed Dec. 18, 2019 at 9:30 a.m. Pacific Time, as the
combined hearing date for
the approval of the adequacy of the Debtor's Disclosure Statement
and for the confirmation of the Plan. Dec. 12, 2019 as the
deadline for the Debtor to submit a tabulation of ballots.
Counsel for the Debtor:
Ryan J. Works
Amanda M. Perach
McDONALD CARANO LLP
2300 West Sahara Avenue, Suite 1200
Las Vegas, Nevada 89102
Telephone: (702) 873-4100
Facsimile: (702) 873-9966
E-mail: rworks@mcdonaldcarano.com
aperach@mcdonaldcarano.com
About Cool Concepts
Founded in 2002, Cool Concepts -- https://www.coolconceptsusa.com/
-- provides HVAC services to commercial and residential clients.
The Company also offers expert maintenance checks as well as
repairs. Cool Concepts is headquartered in Las Vegas, Nevada.
Cool Concepts sought Chapter 11 protection (Bankr. D. Nev. Case No.
19-10595) on Jan. 31, 2019. In the petition signed by Terence T.
Tarver, president, the Debtor disclosed $1,134,210 in assets and
$1,244,054 in liabilities. The Hon. Mike K. Nakagawa oversees the
case. McDonald Carano Wilson, serves as bankruptcy counsel to the
Debtor.
COPY DU SERVICES: Hires Pablo E. Garcia Perez as Attorney
---------------------------------------------------------
Copy Du Services Corp., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Pablo E. Garcia
Perez, Esq., as attorney to the Debtor.
Copy Du Services requires Pablo E. Garcia Perez to represent and
provide legal services to the Debtor in relation to the Bankruptcy
Proceedings.
Pablo E. Garcia Perez will be paid at the hourly rate of $150.
Pablo E. Garcia Perez will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Pablo E. Garcia Perez, assured the Court that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Pablo E. Garcia Perez can be reached at:
Pablo E. Garcia Perez, Esq.
24 Suite 58 Ave Roberto Clemente
Carolina, P.R. 00985
Tel: (939) 456-4849
Fax: (787)276-2750
E-mail: abogado00985@yahoo.com
About Copy Du Services Corp.
Copy Du Services Corp filed its petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06268)
on Oct. 26, 2018, estimating under $1 million in both assets and
liabilities. Juan Carlos Bigas Valedon, Esq., at Juan C. Bigas
Valedon Law Office, is the Debtor's counsel.
COSTA CAFE: Court Allows Cash Access Until Nov. 22 Hearing
----------------------------------------------------------
The Bankruptcy Court authorized Costa Cafe, Inc., to use cash
collateral nunc pro tunc until the hearing on Nov. 22, 2019.
Pursuant to the Court-approved budget, the Debtor may expend up to
$24,403 in cost of goods sold, and $4,719 in total general and
administrative expenses for the month of November 2019. A copy of
the budget can be accessed for free at: https://is.gd/wPs8RH
The further hearing starts at 10 a.m. on Nov. 22, 2019. Objections
must be filed by Nov. 21 at 4:30 p.m.
About Costa Cafe
Costa Cafe, Inc. and its affiliates, namely, Maple Avenue Donuts
Inc., Boston Donuts Inc. and W & E Trust, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case
Nos. 19-41141) on July 11, 2019. At the time of the filing, each
Debtor had estimated assets of between $100,000 and $500,000 and
liabilities of between $1 million and $10 million. Their cases are
jointly administered. Ehrhard & Associates, P.C., represents the
Debtors as legal counsel.
CROSSROADS HEALTH: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Crossroads Health Center
PLLC.
About Crossroads Health Center
Crossroads Health Center, PLLC, owns and operates an internal
medicine clinic in Victoria, Texas. Crossroads Health Center
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Texas Case No. 19-35441) on Sept. 29, 2019. At the time of
the filing, the Debtor was estimated to have assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million. The case has been assigned to Judge Eduardo V.
Rodriguez. The Debtor tapped the Law Office of Margaret M. McClure
as its legal counsel.
DALTON PROPERTIES: Selling Morgantown Property/Motorcycle for $165K
-------------------------------------------------------------------
Dalton Properties, LLC Mobile Home Park, asks the U.S. Bankruptcy
Court for the Northern District of West Virginia to authorize the
sale of (i) the real property at 2889 Grafton Rd, Morgantown, West
Virginia, and (ii) a Harley Davidson motorcycle for $165,000.
United Bank holds a first deed of trust on both the real estate and
lien on the motor vehicle title to the personal property. The sale
has been consented to by United Bank, through its counsel Keith
Pappas, Esq.
The Debtor is satisfied that the sale price is at, or near, current
market value. The original purchase price of this real estate was
$115,000.
The proceeds of sale will be used to satisfy ordinary closing
costs, including the pro rata share of real estate property taxes,
at closing. With the consent of United Bank, $9,170 will held in
escrow for payment of federal capital gain taxes, and $2,800 will
be held in escrow for payment of capital gain taxes die to the
State of West Virginia.
At closing, all closing costs will be paid. All remaining proceeds
of sale will be paid to United Bank, and United Bank will release
its deed of trust on this property, and the lien held in the
motorcycle.
About Dalton Properties
Dalton Properties, LLC Mobile Home Park manages commercial real
estate properties. The Company previously sought bankruptcy
protection on Nov. 3, 2015 (Bankr. N.D. W.Va. Case No. 15-01071).
Company again sought Chapter 11 protection (Bankr. N.D. W.V. Case
No. 19-00524) on June 20, 2019. In the petition signed by Eric T.
Dalton, member-manager, the Debtor estimated assets in the range of
$10 million to $50 million, and $1 million to $10 million in debt.
The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates,
PLLC, as counsel.
DATUM TECHNOLOGIES: To Present Plan for Confirmation Dec. 5
-----------------------------------------------------------
Datum Technologies LLC won conditional approval of the Disclosure
Statement in support of its Chapter 11 Plan.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cram-down, applications for
compensation, and motions for allowance of administrative claims on
Dec. 5, 2019 at 4:15 p.m. in Tampa, FL - Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Objections to confirmation must be filed and served no later than
seven days before the date of the Confirmation Hearing.
The Plan Proponent shall file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
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, the Company
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 & 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 debt. Lori V.
Vaughan, Esq. at TRENAM LAW serves as the Debtor's counsel.
DEAN FOODS: Files Voluntary Chapter 11 Bankruptcy Petition
----------------------------------------------------------
Dean Foods Company and substantially all of its subsidiaries on
Nov. 12, 2019, initiated voluntary Chapter 11 reorganization
proceedings in the Southern District of Texas. The Company intends
to use this process to protect and support its ongoing business
operations and address debt and unfunded pension obligations while
it works toward an orderly and efficient sale of the Company.
Dean Foods also disclosed that it is engaged in advanced
discussions with Dairy Farmers of America, Inc. ("DFA") regarding a
potential sale of substantially all assets of the Company. If the
parties ultimately reach agreement on the terms of a sale, such
transaction would be subject to regulatory approval and would be
subject to higher or otherwise better offers in the bankruptcy.
Dean Foods is operating in the ordinary course of business and
remains focused on providing its customers with wholesome,
great-tasting dairy products and the highest levels of quality,
service and value. The Company has received a commitment of
approximately $850 million in debtor-in-possession ("DIP")
financing from certain of its existing lenders, led by Rabobank.
Following court approval, the Company expects to use the DIP
financing, together with cash on hand and operating cash flows, to
support its continued operation throughout this process, including
payment of employee wages and benefits without interruption and
payment to suppliers and vendors in full under normal terms for
goods and services provided on or after the filing date.
"The actions we are announcing [Tues]day are designed to enable us
to continue serving our customers and operating as normal as we
work toward the sale of our business," said Eric Beringause, who
recently joined Dean Foods as President and Chief Executive
Officer. "We have a strong operational footprint and distribution
network, a robust portfolio of leading national brands and
extensive private label capabilities, all supported by
approximately 15,000 dedicated employees around the country.
Despite our best efforts to make our business more agile and
cost-efficient, we continue to be impacted by a challenging
operating environment marked by continuing declines in consumer
milk consumption. Importantly, we are continuing to provide
customers with an uninterrupted supply of high-quality dairy
products, as well as supporting our dairy suppliers and other
partners."
Mr. Beringause continued, "Since joining the company just over
three months ago, I've taken a hard look at our challenges, as well
as our opportunities, and truly believe we are taking the best path
forward. In recent months, we have put in place a new senior
management team that not only has considerable experience in the
dairy and consumer product industries, but also in executing major
turnarounds. I am confident we have the right people in place to
lead us through this process. I want to thank all Dean Foods
employees for their continued commitment to our customers, our
partners and our company. I also want to thank our suppliers and
other business partners for their cooperation and our customers for
their continued support."
In conjunction with the court-supervised process, Dean Foods has
filed a number of customary motions seeking court authorization to
continue to support its business operations. The Company expects
to receive court approval for all of these requests. The Company
also intends to file bidding procedures with the court to conduct a
sale in accordance with Section 363 of the U.S. Bankruptcy Code and
work with its creditors to explore a potential stand-alone plan of
reorganization.
Additional information is available on the restructuring page of
the Company's website, www.DeanFoodsRestructuring.com. In
addition, court filings and other information related to the
proceedings are available on a separate website administered by the
Company's claims agent, Epiq Corporate Restructuring, LLC, at
https://dm.epiq11.com/SouthernFoods, or by calling Epiq
representatives toll-free at 1-833-935‐1362 or 1-503-597-7660 for
calls originating outside of the U.S.
Davis Polk & Wardwell LLP and Norton Rose Fulbright are serving as
legal advisors to the Company, Evercore is serving as its
investment banker and Alvarez & Marsal is serving as its financial
advisor.
In light of the bankruptcy filing, the Company has cancelled its
quarterly earnings call, which was scheduled to take place on Nov.
12 at 9:00 a.m. Eastern time.
About Dean Foods
Dean Foods (NYSE: DF) -- http://www.deanfoods.com-- is a food and
beverage company. It is the largest processor and direct-to-store
distributor of fresh fluid milk and other dairy and dairy case
products in the United States. Headquartered in Dallas, Texas, the
Dean Foods portfolio includes DairyPure(R), the country's first and
largest fresh, national white milk brand, and TruMoo(R), the
leading national flavored milk brand, along with well-known
regional dairy brands such as Alta Dena(R), Berkeley Farms(R),
Country Fresh(R), Dean's(R), Friendly's(R), Garelick Farms(R), LAND
O LAKES(R)* milk and cultured products, Lehigh Valley Dairy
Farms(R), Mayfield(R), McArthur(R), Meadow Gold(R), Oak Farms(R),
PET(R)**, T.G. Lee(R), Tuscan(R) and more. Dean Foods also has a
joint venture with Organic Valley(R), distributing fresh organic
products to local retailers. In all, Dean Foods has more than 50
national, regional and local dairy brands as well as private
labels. Dean Foods also makes and distributes ice cream, cultured
products, juices, teas, and bottled water. Approximately 15,000
employees across the country work every day to make Dean Foods the
most admired and trusted provider of wholesome, great-tasting dairy
products at every occasion.
DELTA MATERIALS: Sets Bidding Procedures for All Assets
-------------------------------------------------------
Delta Materials, LLC, and Delta Aggregate, LLC, ask the U.S.
Bankruptcy Court for the Southern District of Florida to authorize
the bidding procedures in connection with the auction sale of the
real property located at 9025–9775 Church Road, Felda, Hendry
County, Florida, and related personalty.
The Debtors are in the business of mining aggregate, to sell for
use as roadway asphalt. Their primary asset is the Real Property.
The Real Property is an approximately 640-acre tract with rock and
sand reserves that can be operated as a quarry. The Debtors also
own related personalty, such as office furniture.
The Real Property is encumbered by liens in favor of Legion Select
Venture Fund, LLC and Stone Hammer Holding, LLC, in the approximate
amounts of $5.1 million and $4.3 million, respectively.
The Debtors have filed an application to employ Colliers
International Southwest Florida, LLC as a broker for their assets,
and believe that their estates can realize in excess of $13.5
million from a sale. This amount would be sufficient to pay the
Legion and Stone Hammer claims in full and yield a substantial
return to the estates.
Through the Motion, the Debtors ask to sell substantially all of
their assets, i.e. the Real Property and related personalty. The
Sale is the best method for maximizing value for the estates, as it
will liquidate a primary asset of the Debtors, reduce
administrative expenses, and permit distributions to unsecured
creditors.
As detailed infra, the Debtors ask the following proposed deadlines
in connection with the Sale: (i) Deadline to conduct due diligence
- Jan. 10, 2020; (ii) Deadline to submit Qualifying Bid Packet -
Jan. 10, 2020; (iii) Deadline to tender deposit of $100,000 - Jan.
10, 2020; (iv) Deadline to approve Qualified Bidders - Jan. 13,
2020; (v) Deadline to serve Qualified Bid Summary - Jan. 13, 2020;
(vi) Proposed date for auction of Debtors' assets - Jan. 14, 2020;
(vii) Proposed date for hearing to approve Sale - Jan. 16, 2020;
and (vii) Proposed closing on Sale - Jan. 31, 2020.
The Debtors ask entry of an order (a) authorizing and scheduling
the sale of the Assets free and clear of all liens, claims, and
encumbrances; (b) approving bidding procedures; (c) scheduling an
auction to accept higher and better bids; and (d) scheduling a
hearing to approve the Sale arising out of the auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 10, 2020
b. Initial Bid: he amount the person is willing to pay for
the Assets, which will be paid in cash at closing.
c. Deposit: $100,000
d. Auction: The Debtors propose to sell the Assets free and
clear of all liens, claims, and encumbrances at an auction that
will take place at the offices of counsel for the Debtors,
Shraiberg, Landau & Page, P.A., which are located at 2385 N.W.
Executive Center
Drive, Suite 300, Boca Raton, Florida 33431 on Jan. 14, 2020 or as
otherwise determined by the Court.
e. Bid Increments: $100,000
f. Sale Hearing: Jan. 16, 2020
g. Closing: Within 14 days after entry of an Order approving
the Sale
The Debtors respectfully submit that all of the factors
demonstrating their sound business judgment are met, and that the
Sale should be approved. The Sale appears to be the best manner in
which to maximize value for the estates. There are administrative
costs associated with the continued operation of the Real Property.
Selling the Assets removes those administrative costs while
yielding a substantial net return to the estates.
About Delta Materials and affiliate
Delta Materials, LLC and its affiliate Delta Aggregate, LLC (Bankr.
S.D. Fla. Lead Case No. 19-13191) filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code on March 12, 2019.
Delta Aggregate owns a property located at 9025 Church Rd, Felda,
Florida, having an appraised value of $22 million.
The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg
Landau & Page, PA, in Boca Raton, Florida.
At the time of filing, Delta Materials's total assets was
$22,006,491 and total liabilities was $10,377,363. Delta
Aggregate's total assets was $22,006,491 and total liabilities was
$10,377,363.
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Delta Materials, according to court docket.
DELUXE ENTERTAINMENT: Chapter 11 Plan Effective Nov. 6
------------------------------------------------------
The effective date of the joint prepackaged Chapter 11 plan of
reorganization of Deluxe Entertainment Services Group Inc. and its
debtor-affiliates occurred on Nov. 6, 2019, after the U.S.
Bankruptcy Court for the Southern District of New York confirmed
their joint Chapter 11 plan on Oct. 25, 2019.
About Deluxe Entertainment
Deluxe Entertainment Services Group is the world's leading video
creation-to-distribution company offering global, end-to-end
services and technology. Through unmatched scale, technology and
capabilities, Deluxe enables the worldwide market for premium
content. The world's leading content creators, broadcasters, OTTs
and distributors rely on Deluxe's experience and expertise. With
headquarters in Los Angeles and New York and operations in 38 key
media markets worldwide, the Company relies on the talents of more
than 7,500 of the industry's premier artists, experts, engineers
and innovators.
On October 3, 2019, Deluxe Entertainment Services Group Inc. and 26
affiliates each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-23774).
Kirkland & Ellis, LLP is acting as legal counsel for the Company,
and PJT Partners is acting as its financial advisor. Prime Clerk
LLC is the claims agent.
FTI Consulting, Inc. is acting as financial advisor for a majority
group of its senior lenders, and Stroock & Stroock & Lavan LLP is
acting as the group's legal counsel.
DJJ ENTERPRISES: Seeks to Hire Larson Zirzow as Counsel
-------------------------------------------------------
DJJ Enterprises LLC seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to employ Larson Zirzow & Kaplan, LLC,
as counsel to the Debtor.
DJJ Enterprises requires Larson Zirzow to:
(a) prepare on behalf of the Debtors, as debtors in
possession, all necessary or appropriate motions,
applications, answers, orders, reports, and other papers
in connection with the administration of the Debtors'
bankruptcy estates;
(b) take all necessary or appropriate actions in connection
with a sale, and a plan of reorganization and related
disclosure statement, and all related documents, and such
further actions as may be required in connection with the
administration of the Debtors' estates;
(c) take all necessary actions to protect and preserve the
estates of the Debtors including the prosecution of
actions on the Debtors' behalf, the defense of any actions
commenced against the Debtors, the negotiation of disputes
in which the Debtors are involved, and the preparation of
objections to claims filed against the Debtors' estates;
and
(d) perform all other necessary legal services in connection
with the prosecution of the Chapter 11 Cases.
Larson Zirzow will be paid at these hourly rates:
Attorneys $500
Paraprofessionals $220
The Debtor paid Larson Zirzow a retainer in the amount of $25,000.
Of this sum, Larson Zirzow billed and was paid the sum of $5,354
prior to the Petition Date inclusive of the court filing fees for
the bankruptcy cases, and Larson Zirzow currently holds in retainer
the remainder sum of $19,646 in trust for potential future legal
fees and costs from and after the Petition Date.
Larson Zirzow will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew C. Zirzow, a partner at Larson Zirzow & Kaplan, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Larson Zirzow can be reached at:
Matthew C. Zirzow, Esq.
LARSON ZIRZOW & KAPLAN, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: (702) 382-1170
Fax: (702) 382-1169
E-mail: mzirzow@lzklegal.com
About DJJ Enterprises LLC
DJJ Enterprises, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 18-16615) on Nov. 5, 2018, disclosing
under $1 million in both assets and liabilities. The Debtor tapped
Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC, as
bankruptcy counsel, and Knight Law, as special litigation counsel.
DOUGHERTY'S HOLDINGS: Sets Bid Procedures for Forest Park Pharmacy
------------------------------------------------------------------
Dougherty's Holdings, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to authorize
the bidding procedures in connection with the sale of Forest Park
Pharmacy at auction.
After opening in 1929, the Debtors own and operate two retail
pharmacy stores in Dallas, Texas and one in McAlester, Oklahoma. A
beloved Dallas institution, the Debtors are the area's oldest,
largest, and most-recognized full-service pharmacy serving
customers across Texas. The retail stores are approximately 2,500
to 12,000 square feet in size, and offer health screenings, serves
prescription needs, offers wellness and holistic care products,
health & beauty products, home medical supplies and equipment, and
gifts for sale.
Due in part to a decrease in prescriptions being filled, increased
competition from national pharmacy chains, increased operating
expenses and overhead, downward pricing pressure from insurance
providers carriers, and a decrease in reimbursements for higher
priced prescriptions, the Debtors do not have sufficient liquidity
to continue their business outside the protection of the Court and
have been forced to ask relief pursuant to chapter 11 of the
Bankruptcy Code.
Prior to the Petition Date, the Debtors engaged in an extensive
marketing process and worked to maximize value and market their
Forest Park Pharmacy in the greatest way possible. CVS Pharmacy,
Walgreens Pharmacy, and Kroger were among the parties that the
Debtors reached out to regarding the sale of the Forest Park
Pharmacy.
On Oct. 15, 2019, the Debtors received a letter of intent from SROD
Investments, LLC. While SROD was initially interested in serving
as the stalking horse bidder for the purchase of the Forest Park
Pharmacy, time constraints posed a problem. SROD was unable to
negotiate an asset purchase agreement in the time required by the
DIP Financing Term Sheet dated Oct. 11, 2019.
The Debtors have drafted a template asset purchase agreement for
potential purchasers to utilize in submitting their bids.
By the Motion, the Debtors ask entry of a Bid Procedures Order:
(a) approving procedures for (i) submitting bids for the
purchase of the Forest Park Pharmacy, and (ii) conducting an
auction with respect to the Forest Park Pharmacy if the Debtors
receive two or more Qualified Bids for the Forest Park Pharmacy;
(b) approving the Asset Purchase Agreement with the
Purchaser, for the purpose of establishing a minimum acceptable bid
at which to begin the Auction;
(c) providing that if only one Qualified Bid is timely
received by Bid Deadline, the Debtors will not conduct an Auction
and instead will present the sole Qualified Bid to the Court for
approval at a hearing on (TBD), or such other date the Court may
set to consider approval of the relief sought in the Sale Motion;
(e) providing that, should a Qualified Bid be timely
received, an Auction will take place on Nov. 12, 2019 at 2:00 p.m.
(CST), or at such other date, time and location determined by the
Court at any hearing on the Motion and providing the procedures
governing any Auction;
(f) setting Oct. 29, 2019 at 2:00 p.m. (CT) as the deadline
by which parties must object to the Sale Motion, including the
proposed amounts necessary to cure any defaults for executory
contracts or unexpired leases;
(g) providing that the Court will consider at the Approval
Hearing either (a) the Stalking Horse Bid if no other Qualified
Bids are timely received or (b) the best bid selected by the
Debtors pursuant to the Bid Procedures; and
(h) approving the form of notice of the Approval Hearing, the
Sale Motion Objection Deadline, and the proposed amount necessary
to cure any defaults under any assumed and assigned executory
contracts and unexpired leases.
The Debtors ask authority to auction and sell the Forest Park
Pharmacy free and clear of all pledges, liens, security interests,
encumbrances, claims, charges, options and interests thereon and
there against, which will include the following: (a) all Inventory;
(b) all Accounts Receivable; (c) all Prescription Files, Records,
and Data; (d) all Compounding Lab Equipment; (e) all Assumed
Contracts; and (f) all Goodwill.
The Debtors intend to file in the near future its Sale Motion, in
which they ask to sell the Forest Park Pharmacy to the Purchaser,
or alternatively to the Successful Bidder.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 11, 2019 at 5:00 p.m. CST)
b. Initial Bid: TBD
c. Deposit: $25,000
d. Auction: If more than one Qualified Bid is received prior
to the Bid Deadline, the Debtors propose to hold an auction on Nov.
12, 2019 at 2:00 p.m. (CST) at the offices of Pronske & Kathman,
P.C., 2701 Dallas Parkway, Suite 590, Plano, Texas 75093, or such
other location, date and time as may be determined by the Court and
entered in the Bid Procedures Order.
e. Objection Deadline: Oct. 29, 2019 at 5:00 p.m. (CST)
As soon as approved by the Court, the Debtors will immediately
serve the Sale Notice upon all Saale Notice Parties.
The Debtors believe that to establish a baseline template and
agreement by which to consider and judge all bids, the Debtors will
work from the terms of the APA. Any Bidder who wishes to submit a
competing bid must work from the APA as a form and provided that
the conditions to closing of the mark-up APA version must make it
not materially more contingent than the APA. The Debtors will not
consider any bid that is not a mark-up of the Asset Purchase
Agreement.
In order successfully implement the foregoing, and to move towards
the Bid Deadline and Auction in the most expeditious way possible,
the Debtors ask a waiver of the 14-day stay under Federal Rule of
Bankruptcy Procedure 6004(h).
A copy of the Bidding Procedures and APA attached to the Motion is
available for free at:
http://bankrupt.com/misc/Doughertys_Holdings_95_Sales.pdf
About Dougherty's Holdings
Dougherty's Holdings, Inc., and its subsidiaries own and operate
two retail pharmacy stores in Dallas, Texas and one in McAlester,
Oklahoma. The retail stores are approximately 2,500 - 12,000
square feet in size, and offer health screenings, serve
prescription needs, offer wellness and holistic care products,
health & beauty products, home medical supplies and equipment, and
gifts for sale.
Each of the Debtors, with Dougherty's Holdings, Inc., being the
lead case (Bankr. N.D. Tex. Lead Case No. 19-32841) sought Chapter
11 protection on Aug. 28, 2019 in Dallas, Texas. The subsidiaries
include (i) Dougherty's Pharmacy, Inc. [Texas]; (ii) Dougherty's
Pharmacy Forest Park, LLC; (iii) Dougherty's Pharmacy McAlester,
LLC; and (iv) Dougherty's Pharmacy, Inc. [Delaware].
The petitions signed by Steward Edington, president/CEO, disclosed
assets valued between $1 million and $10 million and liabilities
within the same range.
The Hon. Harlin DeWayne Hale oversees the cases.
PRONSKE & KATHMAN, P.C., serves as the Debtors' bankruptcy counsel.
INTEGRITY PHARMACY CONSULTANTS LLC is the Debtors' valuation
expert.
ELK CITY LODGING: Cash Collateral Final Hearing Set for Jan. 15
---------------------------------------------------------------
The Bankruptcy Court will continue final hearing on the Motion to
Use Cash Collateral filed by Elk City Lodging, LLC, to Jan. 15,
2020 at 9:30 a.m. The Debtor is directed to file a corrected
motion and any supplemental responses by the end of business on
January 10, 2020.
About Elk City Lodging
Elk City Lodging, LLC, d/b/a Comfort Inn & Suites, is a privately
held company in Elk City, Oklahoma, that operates in the hotel and
lodging industry.
Elk City Lodging filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Okla. Case No. 19-13945) on Sept. 26, 2019 in Oklahoma City,
Oklahoma. In the petition signed by CEO Kumar Khemlani, the Debtor
was estimated to have both assets and liabilities at $1 million to
$10 million. Judge Sarah A. Hall is assigned the case. JOYCE W.
LINDAUER ATTORNEY, PLLC, is the Debtor's counsel.
EMPIRE GENERATING: Emerges from Chapter 11 Protection
-----------------------------------------------------
The effective date of the modified amended joint Chapter 11 plan of
Empire Generating Co. LLC and its debtor-affiliates occurred on
Nov. 4, 2019, following the confirmation of their plan by the U.S.
Bankruptcy Court for the Southern District of New York on Sept. 23,
2019. As result, the Debtors have emerged from the Chapter 11
proceedings as reorganized Debtors.
About Empire Generating
Empire Generating Co LLC engages in the generation and sale of
natural gas fired electricity in New York. It owns and operates a
power plant in Rensselaer, New York. Empire Generating is
ultimately owned by non-debtor TTK Power, LLC, which in turn is
indirectly owned by three sponsors: Tyr TTK Power, LLC ("Tyr"),
KPIC USA, LLC ("Kansai") and TG TTK Power, LLC.
Empire Generating Co, LLC, Empire Gen Holdco, LLC, Empire Gen
Holdings, LLC, and TTK Empire Power, LLC sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 19-23007) on May 19,
2019.
Empire Generating estimated assets and liabilities of $100 million
to $500 million as of the bankruptcy filing.
The Hon. Robert D. Drain is the case judge.
The Debtors tapped Hunton Andrews Kurth LLP and Steinhilber Swanson
LLP as counsel; RPA Advisors as financial advisor and OMNI
Management Group, Inc. as claims agent.
EUROPEAN FOREIGN: 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
European Foreign Domestic Auto Repair Centre, Inc., according to
the case docket.
About European Foreign Domestic
European Foreign Domestic Auto Repair Centre, Inc., a company that
provides automotive repair and maintenance services, sought Chapter
11 protection (Bankr. S.D. Fla. Case No. 19-22870) on Sept. 26,
2019 in West Palm Beach, Fla. In the petition signed by Steve
Kranitz, president, the Debtor was estimated to have assets of at
least $50,000 and liabilities between $1 million to $10 million.
The case is assigned to Judge Erik P. Kimball. FurrCohen P.A. is
the Debtor's counsel.
FIREBALL REALTY: Hires Coldwell Banker as Real Estate Broker
------------------------------------------------------------
Fireball Realty, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Hampshire to employ Coldwell Banker
Residential Brokerage, as real estate broker to the Debtor.
Fireball Realty requires Coldwell Banker to market and sell the
Debtor's real property at 26 Woodland Drive, Weare, NH, and for the
Debtor's remaining real estate holdings located in New Hampshire.
Coldwell Banker will be paid a commission of 5% of the gross
purchase price.
Nicole Howley, partner of Coldwell Banker Residential Brokerage,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Coldwell Banker can be reached at:
Nicole Howley
COLDWELL BANKER RESIDENTIAL BROKERAGE
803 Elm Street
Manchester, NH 03101
Tel: (603) 625-5665
About Fireball Realty
Fireball Realty LLC, a real estate agency in Manchester, New
Hampshire, sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-10922) on June 28, 2019. In the petition signed by Charles R.
Sargent, Jr., member, the Debtor was estimated to have assets and
liabilities in the range of $1 million to $10 million. The Debtor
tapped William S. Gannon, Esq., at William S. Gannon PLLC, as
counsel.
FIVE STAR: Incurs $7.06 Million Net Loss in Third Quarter
---------------------------------------------------------
Five Star Senior Living Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $7.06 million on $355 million of total revenues for the three
months ended Sept. 30, 2019, compared to a net loss of $21.58
million on $348.91 million of total revenues for the three months
ended Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $36.10 million on $1.06 billion of total revenues
compared to a net loss of $50.42 million on $1.03 billion of total
revenues for the same period last year.
As of Sept. 30, 2019, the Company had $1.23 billion in total
assets, $288.43 million in total current liabilities, $839.53
million in total long term liabilities, and $103.79 million in
total shareholders' equity.
"We are pleased to announce that we remain on track to complete the
restructuring of our business arrangements with Senior Housing
Properties Trust on January 1, 2020," stated Katie Potter,
president and chief executive officer of Five Star Senior Living
Inc. "Additionally, we made significant progress on our labor
initiatives during the third quarter, reducing our September
turnover level to its lowest point in a year. While such
initiatives may adversely impact our financial results in the short
term, we believe that by remaining focused on attracting, investing
in and retaining a high caliber workforce, we are continuing to
reposition the company for stable, long term growth. With this in
mind, our pro forma third quarter EBITDA and net income per share
giving effect to the restructuring was $8.3 million and $0.13,
respectively."
Financial Results for the Quarter Ended September 30, 2019:
* Senior living revenue for the third quarter of 2019
decreased 1.0% to $270.0 million from $272.7 million for the
same period in 2018, primarily due to the sale of three
skilled nursing facilities, or SNFs, to a third party during
the second quarter of 2019 and the sale of 15 SNFs to a
third party during the third quarter of 2019, partially
offset by increases in occupancy and in revenues
attributable to ancillary services, such as rehabilitation
and wellness services. Management fee revenue for the third
quarter of 2019 increased 1.1% to $4.1 million from $4.0
million for the same period in 2018, primarily due to an
increase in the number of managed communities to 77 from 75
for the same period in 2018.
* Net loss for the third quarter of 2019 included $1.3
million, or $0.27 per share, of costs related to the
April 1, 2019 transaction agreement with Senior Housing
Properties Trust (Nasdaq: SNH), or the Transaction
Agreement, and a loss on the sale of senior living
communities of $0.7 million, or $0.15 per share. Net loss
for the third quarter of 2019 decreased approximately $14.5
million compared to the same period in 2018, primarily due
to a decrease in rent expense attributable to the reduction
in Five Star's minimum monthly rent payable to SNH pursuant
to the Transaction Agreement. Pro forma third quarter net
income giving effect to the restructuring was $4.1 million,
or $0.13 per share.
* Earnings before interest, taxes, depreciation and
amortization, or EBITDA, for the third quarter of 2019 was
$(5.0) million compared to $(12.4) million for the same
period in 2018. EBITDA excluding certain items, or Adjusted
EBITDA, for the third quarter of 2019 was $(2.9) million
compared to $(12.4) million for the same period in 2018.
Pro forma third quarter EBITDA giving effect to the
restructuring was $8.3 million.
Operating Results for the Quarter Ended September 30, 2019:
* Occupancy at owned and leased senior living communities for
the third quarter of 2019 increased 90 basis points to 82.9%
from 82.0% for the same period in 2018.
* Average monthly rates at owned and leased senior living
communities for the third quarter of 2019 decreased 1.0% to
$4,654 from $4,701 for the same period in 2018.
* The percentage of revenue derived from residents' private
resources at owned and leased senior living communities for
the third quarter of 2019 was 80.2% compared to 77.8% for
the same period in 2018.
Financial Results for the Nine Months Ended September 30, 2019:
* Senior living revenue for the nine months ended Sept. 30,
2019 increased 0.4% to $821.5 million from $818.1 million
for the same period in 2018, primarily due to increases in
occupancy and in revenues attributable to ancillary
services, such as rehabilitation and wellness services,
partially offset by Five Star's sale in 2018 of four senior
living communities to SNH, which communities Five Star now
manages for SNH's account, and one SNF to a third party
during the first half of 2018, as well as the sales of 18
SNFs to third parties during the second and third quarters
of 2019. Management fee revenue for the nine months ended
Sept. 30, 2019 increased 5.7% to $12.1 million from $11.4
million for the same period in 2018, primarily due to an
increase in the number of managed communities to 77 from 75
for the same period in 2018.
* Net loss for the nine months ended September 30, 2019
included $10.1 million, or $2.02 per share, of costs related
to the Transaction Agreement, $3.3 million, or $0.65 per
share, of long lived impairment charges recorded by Five
Star to reduce the carrying value of certain long lived
assets to their estimated fair values, a $0.9 million, or
$0.17 per share, loss on sale of senior living communities
and $0.4 million, or $0.08 per share, of net severance costs
incurred during the second quarter of 2019 related to
payments owed to a former Five Star executive officer. Net
loss for the nine months ended Sept. 30, 2018 included a
$7.1 million, or $1.44 per share, gain on sale of senior
living communities, primarily due to Five Star's sale of
four senior living communities to SNH during the first half
of 2018, which communities Five Star now manages for SNH's
account.
* EBITDA for the nine months ended Sept. 30, 2019 was $(20.9)
million compared to $(22.0) million for the same period in
2018. Adjusted EBITDA was $(6.2) million for the nine
months ended Sept. 30, 2019 and $(28.2) million for the same
period in 2018.
* Unrestricted cash and cash equivalents were $39.4 million at
Sept. 30, 2019 compared to $29.5 million at Dec. 31, 2018.
Cash flows provided by operating activities were $12.1
million for the nine months ended Sept. 30, 2019 compared to
cash flows used in operating activities of $26.0 million for
the same period in 2018. This change was primarily due to
the reduction in Five Star's monthly minimum rent payable to
SNH under Five Star's master leases with SNH pursuant to the
Transaction Agreement, partially offset by transaction fees
paid in connection with the Transaction Agreement.
Restructuring of Business Arrangements with SNH:
As previously disclosed, in April 2019, Five Star entered into the
Transaction Agreement with SNH, pursuant to which Five Star and SNH
agreed to restructure their existing business arrangements, subject
to certain conditions and the receipt of various approvals.
* Effective Jan. 1, 2020 (or Jan. 1, 2021 if extended under
the Transaction Agreement), or the Conversion Time, Five
Star's existing five master leases with SNH for SNH's senior
living communities leased to Five Star, as well as Five
Star's existing management agreements and pooling agreements
with SNH for SNH's senior living communities managed by Five
Star for SNH's account, will be terminated and replaced with
new management agreements between Five Star and SNH for all
of these senior living communities.
* At the Conversion Time, Five Star will issue to SNH such
number of Five Star common shares as is necessary to cause
SNH to own, when considered together with Five Star common
shares then owned by SNH, approximately 34% of Five Star's
then outstanding common shares, and SNH will declare a pro
rata distribution to the holders of its common shares of
beneficial interest of the right to receive, and Five Star
will issue on a pro rata basis to such holders, a number of
Five Star common shares that equals approximately 51% of
Five Star's then outstanding common shares, or, together,
the Share Issuances; the noted percentage ownership amounts
are post-issuance, giving effect to the Share Issuances. On
June 11, 2019, Five Star's stockholders approved the Share
Issuances in satisfaction of one of the conditions to the
restructuring of Five Star's business arrangements with SNH.
On Sept. 27, 2019, Five Star filed a registration statement
on Form S-1 with the Securities and Exchange Commission, or
SEC, to register the Five Star common shares to be issued
pursuant to the Transaction Agreement. Five Star expects
this registration statement to be declared effective by the
SEC prior to Dec. 31, 2019.
* At the Conversion Time, as consideration for the Share
Issuances, SNH will provide to Five Star $75.0 million of
additional consideration.
* As of Feb. 1, 2019, the aggregate amount of monthly minimum
rent payable to SNH by Five Star under Five Star's master
leases with SNH was reduced to $11.0 million, subject to
adjustment and extension, and no additional rent is payable
to SNH by Five Star from such date. The aggregate amount of
monthly minimum rent payable to SNH was reduced to
approximately $10.8 million as of Sept. 30, 2019 as a result
of the dispositions of certain senior living communities
the Company leased from SNH, and remains subject to further
adjustment.
* On April 1, 2019, SNH purchased from Five Star approximately
$50.0 million of unencumbered fixed assets and improvements
related to SNH's senior living communities leased to and
operated by Five Star, which amount was subsequently reduced
to $49.2 million.
* In connection with the Transaction Agreement, Five Star
entered into a credit agreement with SNH pursuant to which
SNH extended to Five Star a $25.0 million line of credit,
which is secured by six senior living communities owned by
Five Star. This line of credit matures at the Conversion
Time, and there are currently no amounts outstanding under
this line of credit.
Other:
* As previously announced, effective Aug. 12, 2019, Margaret
Wigglesworth became Five Star's senior vice president and
chief operating officer. Ms. Wigglesworth joined Five Star
with extensive management experience spanning nearly three
decades, including previously held leadership roles at the
International Council of Shopping Centers, Cresa and
Colliers International Group Inc.
* In September 2019, Five Star and SNH sold to a third party
15 SNFs located in Iowa, Nebraska and Kansas that SNH owned
and leased to Five Star, and Five Star no longer operates
those facilities.
* On Sept. 30, 2019, Five Star effected a one-for-ten reverse
stock split of its common shares, or the Reverse Stock
Split, as a result of which Five Star regained compliance
with the listing standards of The Nasdaq Market LLC, or
Nasdaq, for continued listing on Nasdaq.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6HRRtg
About Five Star Senior
Headquartered in Newton, Massachusetts, Five Star Senior Living
Inc. -- http://www.fivestarseniorliving.com/-- is a senior living
and healthcare services company. As of Sept. 30, 2019, Five Star
operated 267 senior living communities with 31,116 living units
located in 32 states, including 190 communities (20,948 living
units) that it owned or leased and 77 communities (10,168 living
units) that it managed. These communities include independent
living, assisted living, continuing care retirement and skilled
nursing communities. Five Star is headquartered in Newton,
Massachusetts.
Five Star incurred a net loss of $74.08 million in 2018, following
a net loss of $20.90 million in 2017. As of June 30, 2019, the
Company had $1.25 billion in total assets, $270.09 million in total
current liabilities, $870.18 million in total long-term
liabilities, and $109.74 million in total shareholders' equity.
RSM US LLP, in Boston, Massachusetts, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
March 6, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
suffered recurring losses from operations and has an accumulated
deficit of $292.6 million. This raises substantial doubt about the
Company's ability to continue as a going concern.
FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $135K
------------------------------------------------------------------
Janina M. Hoskins, the Liquidating Agent of the estate of the Floyd
E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court
for the Northern District of California to authorize the sale of
the real property located at 805-815 H Street, Eureka, California,
to Alvin Dean Smither and Michelle Smither or their designee for
$135,000, subject to higher and better offers.
The Real Property is an improved parcel. It generates no revenue.
The Buyers and the Liquidating Agent have entered into their
California Residential Purchase Agreement and Joint Escrow
Instructions, Contingency Removal No. One, Seller Multiple Counter
Offer No. 1 and Addendum No. 1. Subject to Court approval and
higher and better bids, the Liquidating Agent has accepted an offer
of $135,000 from the Buyers for the Property, with an initial
deposit of $13,500 and the balance to be paid at the close of
escrow, with escrow to close within 30 days after entry of an order
approving the sale. The Property will be sold free and clear of
liens.
Any and all terms of the Sale Agreement, including, but not limited
to the payment of any commissions, are subject to the approval of
the Court and overbid. The Buyers are purchasing the Property on
an "as is, where is" basis, with no warranties or representation.
The sale is subject to overbids, with a minimum overbid in the sum
of $140,000 all cash, on the same terms and conditions as the Sale
Agreement, with the overbid deadline being set threedays prior to
the Court hearing on the Motion. If a qualified overbid is
received, an auction will be held before the Court, unless directed
otherwise by the Court. All contingencies have been removed.
The consensual liens and encumbrances against the Real Property
are:
a. A title report for the Property notes that on Feb. 8, 1983
in Book 1700 of Official Records, Page 738, under Recorder's Serial
No. 8461, Humboldt County Records, a Deed of Trust to secure an
indebtedness in the original amount of $92,191 was recorded by
Trustor, John R. Morrison and Beverly B. Morrison, husband and
wife, with Trustee Eureka Title Company, a corporation and
Beneficiary: Rosina F. Barrette, a widow. The Liquidating Agent
estimates, based on information gathered, that approximately $4,000
to $5,000 is owed on the obligation. The Liquidating Agent is
further informed and believes that the sSller of the Property to
the Debtors, John R. Morrison, assumed responsibility for paying
any amounts owed under the obligation.
b. A title report for the Property notes that on Sept. 1,
2047, a Deed of Trust to secure an indebtedness in the original
amount of $500,000 was recorded as Instrument No. 2017-016052 in
the Official Records of Humboldt County, with Trustor listed as FB
Squires Family Trust, a Revocable Trust; Trustee listed as Fidelity
National Title Company of California, a California corporation; and
Beneficiary listed as Floyd E. Squires, III and Betty J. Squires,
husband and wife as joint tenants. The title report notes, "The
Trustor in said Deed of Trust has no interest of record in said
land."
The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including four abstracts of
judgment for various sums. The Liquidating Agent believes she can
sell free and clear of these liens or encumbrances, and that the
City of Eureka will consent to the sale and execute those documents
as may be necessary to satisfy the title company prior to closing.
To the extent any of the described liens are disputed, any disputed
amounts will reattach to the net proceeds of sale to be held by the
Liquidating Agent pending further order of the Court. The
Liquidating Agent contemplates that the sale of the Property will
free up cash that can be used to address problems that exist in the
case, assuming agreement with lienholder City of Eureka.
The Liquidating Agent asks an order authorizing her to direct
payment from escrow of the following standard expenses: (i) a real
estate broker's commission not to exceed 6% of the total sales
price, which will be split with the Buyers' broker, if any; and
(ii) standard closing costs, including but not limited to unpaid
real property taxes, escrow fees, if any, recording costs and the
like.
Finally, the Liquidating Agent asks that the order approving the
proposed sale of the Property provide that it is effective upon
entry, and the stay otherwise imposed by Rule 62(a) of the Federal
Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not
apply.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Floyd_Squires_793_Sales.pdf
A hearing on the Motion is set for Nov. 6, 2019 at 10:30 a.m.
About the Squires
Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq. of the Law Offices
of David N. Chandler.
Janina M. Hoskins was appointed as examiner of the Debtors on April
23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the
examiner's counsel.
FRED'S INC: Selling De Minimis Pharmacy Assets & Real Properties
----------------------------------------------------------------
Fred's Inc., and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of their
sale of de minimis pharmacy assets and non-residential real
property listed on Appendix A.
On Sept. 11, 2019, the Court entered an order granting approval of
procedures for (i) the sale of the Assets, free and clear of all
liens, claims, interests.
Pursuant to the terms of the Order, unless a written objection is
filed with the Court and served in the manner provided for in the
Order by Oct. 15, 2019, the Assets listed on Appendix A, will be
sold free and clear of all liens, claims, encumbrances, or
interests pursuant to, among other provisions, section 363 of title
11 of the United States Code, in accordance with the Order. If an
Objection is timely filed and served in accordance with the Order,
the Debtors and the objecting party will use good faith efforts to
resolve the Objection.
If the Debtors and the objecting party are unable to consensually
resolve the Objection, the Debtors will not proceed with the sale
of Assets that are the subject of the Objection pursuant to the
Procedures, but may ask Court approval of the proposed transaction.
A copy of the Appendix A attached to the Notice is available for
free at:
http://bankrupt.com/misc/Freds_Inc_365_Sales.pdf
About Fred's Inc.
Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/
-- has been an integral part of the communities it serves
throughout the southeastern United States. Fred's mission is to
make it easy AND exciting to save money. Its unique discount value
store format offers customers a full range of value-priced everyday
items, along with terrific deals on closeout merchandise throughout
the store.
Fred's, Inc., and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in
Delaware. In the petitions signed by Joseph M. Anto, CEO, the
Debtors disclosed $474,774,000 in assets and $380,167,000 in
liabilities as of May 4, 2019.
The Hon. Christopher S. Sontchi oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel;
Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump
Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy
Solutions LLC as claims and noticing agent; and Berkeley Research
Group, LLC, as financial advisor.
GAMBOA BROTHERS: Southwest Buying Assets for $100K
--------------------------------------------------
Gamboa Brothers, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Florida to authorize the sale of its assets
that are not subject to the purchase money security interest(s) of
Caterpillar Financial Services Corp. to Southwest Mushroom Farms,
LLC for $100,000, cash, subject to higher and better offers.
Because it is a liquidation case, the Debtor intends on selling its
assets and then subsequently filing a Chapter 11 Plan of
Liquidation that will propose to pay creditors with funds received
from the sale of its assets. The Debtor's assets consist of
physical assets.
By the Motion, the Debtor is only asking authority to sell the
assets that are not subject to the purchase money security
interest(s) of Caterpillar Financial Services Corp.
Some of the Assets are subject to purchase money security interests
held by the PMSI Creditors, and all are subject to a "blanket" lien
in favor of Capital City Bank perfected via a series of UCC-1
financing statements:
a. Document Number 201308176838 filed on Jan. 4, 2013;
b. Document Number 201608019614 filed on June 28, 2016;
c. Document Number 201701674473 filed on June 29, 2017;
d. Document Number 201908736915 filed on May 29, 2019;
e. Document Number 201908736966 filed on May 29, 2019.
Because the amount owed to Capital City Bank from the Debtor and
the proposed Buyer is in excess of the value of the Assets, the
sale is the only way of allowing the unsecured creditors of the
Debtor's estate to be paid a dividend. The Debtor has reached an
agreement with Capital City Bank to sell the Assets the Buyer,
subject to the liens of Capital City Bank and PMSI Creditors for
the sum of $100,000, subject to Court approval for the benefit of
the creditors of the estate. Southwest Mushroom Farms, LLC
acknowledges the Debtor's obligations to the Bank on Loan No.
xxxxxxx2214, Loan No. xxxxxxx7407, and a Letter of Credit (Account
No. xxxxxx4650) and, as a material term of the transfer, Southwest
Mushroom Farms, LLC agrees to assume payment and performance of
these obligations to the Bank and acknowledges and agrees that the
loans will remain secured by the liens of Capital City Bank with
the same priority as it exists prior to the transfer.
The material terms of the Agreement are as follows:
a. Purchase Price: $100,000
b. Source of Financing: None. It is a cash purchase.
c. Contingencies: None, other than approval by the Court.
d. Proposed Distribution of Proceeds: Capital City Bank will
be paid $20,000 out of the sale price which will be applied toward
the principal balance owed by the Debtor to Capital City Bank on
Loan No. xxxxxxx2214. The payment will not replace the regular
monthly payment obligation on Loan No. xxxxxxx2214. The remainder
of the sale price ($80,000) will be held in trust pending further
Order of the Court.
e. Other material terms: As a co-obligor on the debt owed by
Debtor to Capital City Bank, Buyer agrees that all of Capital City
Bank’s lien rights in the Assets will remain unaltered. The sale
contemplated in the Agreement is "as-is, where-is" with no
warranties express or implied.
f. The Debtor and Southwest Mushroom Farms, LLC agree to
execute all documents necessary to effectuate the sale of the
Assets, to reaffirm and perfect the Bank’s liens on the assets so
that the liens have the same priority as before the transfer, and
to memorialize Southwest Mushroom Farms, LLC’s assumption of the
Debtor’s obligations to the Bank on Loan No. xxxxxxx2214, Loan
No. xxxxxxx7407, and the Letter of Credit (Account No. xxxxxx4650).
g. The PMSI Creditors will retain their first position lien
on the assets subject their respective purchase money security
interest(s).
The Debtor asks entry of an order approving the sale of the Assets
as contemplated.
Additionally, the Debtor asks that the order approving the sale
provide that the stay period under Rule 6004(h) and 6006(d), and
any other applicable stay periods, be waived, such the that sale
may occur immediately upon entry of the sale order.
About Gamboa Brothers Inc.
Gamboa Brothers Inc. filed a Chapter 7 voluntary petition on May
29, 2019 (Bankr. N.D. Fla. Case No. 19-40295) on May 29, 2019. The
case was converted to one under Chapter 11 on June 24, 2019. The
case is assigned to Judge Karen K. Specie. The Debtor is
represented by Bruner Wright, P.A.
GLOBAL EAGLE: Incurs $41.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Global Eagle Entertainment Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $41.27 million on $169.89 million of total revenue for
the three months ended Sept. 30, 2019, compared to a net loss of
$43.23 million on $164.03 million of total revenue for the three
months ended Sept. 30, 2018. Net loss was down versus the
prior-year period due to higher revenue, improved gross margin and
lower operating expenses partially offset by higher interest
expense and income tax.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $117.34 million on $493.97 million of total revenue
compared to a net loss of $127.42 million on $486.49 million of
total revenue for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $683.41 million in total
assets, $1.02 billion in total liabilities, and a total
stockholders' deficit of $340.34 million.
For the third quarter of 2019, Global Eagle generated record
Adjusted EBITDA of $25.4 million despite the headwind due to the
Boeing 737 MAX grounding.
"We are excited about generating record revenue and Adjusted EBITDA
during the third quarter," commented Josh Marks, CEO of Global
Eagle. "We are building a culture of continuous improvement that
is positively impacting our results. We achieved our goal of $25
million of Adjusted EBITDA a quarter earlier than our guidance.
Our third quarter performance highlights our success balancing
product innovation with meaningful improvements in our cost
structure."
During the third quarter, Global Eagle continued its significant
improvement in financial performance. Record revenue of $170
million was up 3.6% over the prior-year period driven by 170.4%
growth in Connectivity equipment revenue led by increased aircraft
installations. The Company's revenue growth was partially offset
by an intentional decline in distribution revenue within the Media
& Content segment as the Company continues to exit unprofitable
business activities with unfavorable cash flow profiles. Gross
margin improved 1.3 percentage points sequentially driven by the
improvement in Media & Content gross margin. Media & Content gross
margin improvement was mainly driven by higher revenue due to the
timing of content refresh cycles and the initiation of a large new
content service provider (CSP) customer. With the Company's Phase
II cost savings initiatives successfully implemented, the Company
has identified Phase III cost initiatives that it plans to
implement in the first half of 2020. The Company's Phase III
initiatives will target business process reengineering and
procurement initiatives. The Company continues to expect to
generate a minimum of $25 million of Adjusted EBITDA in the fourth
quarter of 2019. The Company expects to transition to positive
free cash flow on a sustainable basis upon the return of the Boeing
737 MAX. As of Sept. 30, 2019, the Company had approximately $68
million of liquidity which includes cash and unused revolver
capacity.
"Our improved financial performance, evident in our third quarter
results, is mirrored by operational improvements throughout our
organization. We plan to build on this foundation in 2020," said
Christian Mezger, CFO of Global Eagle. "I am particularly
enthusiastic about the progress we continue to make toward
generating free cash flow on a sustainable basis, and with Phase
III actions identified, we are confident we can achieve this
milestone in 2020 independent of Boeing 737 MAX service re-entry."
Connectivity
Global Eagle's Connectivity segment is a leading provider of
satellite-based passenger connectivity for single-aisle airliners
and broadcaster of live television to aviation and maritime
markets. Connectivity segment revenue was up 6.5% year-over-year
despite the impact of the Boeing 737 MAX grounding. Inflight
connectivity installations and activations continue at Air France
powered by Global Eagle's Ku high-throughput satellite (HTS)
network. The Company operates the first EMEA HTS inflight
connectivity network to provide consistent coverage and up to 500
Mbps throughput in Europe, Russia, Scandinavia, and North Africa.
The Company has also now executed the service and equipment
contracts with its previously announced new connectivity customer,
Turkish Airlines.
Boeing 737 MAX Impact
Based on current information, the Company expects the Boeing 737
MAX aircraft in its fleet of connected aircraft to resume normal
operations in the first quarter of 2020. Due to regulatory actions
beyond its control and unrelated to passenger connectivity systems,
its MAX-connected aircraft remained grounded during the third
quarter. The Company continues to forecast that MAX program issues
will impact services revenue, including both Connectivity and Media
& Content revenue, by approximately $3 million per quarter, with an
Adjusted EBITDA impact of approximately $2 million per quarter.
For the full year 2019, the Company continues to estimate the
impact on services revenue to be approximately $8 million, with an
Adjusted EBITDA impact of approximately $5 million. The Company
remains focused on working with its airline partners and with
Boeing to be ready when the MAX returns to service.
Media & Content
During the third quarter, Media & Content revenue was up 0.6% over
the prior-year quarter primarily due to two factors. First, the
Company's CSP business grew $6.2 million driven by new customers
including the large new CSP customer that it announced in March
2019. Second, the Company continued to intentionally exit certain
unprofitable activities in its distribution business with
unfavorable cash flow profiles, which had a $5.7 million adverse
impact on revenue in the third quarter.
Global Eagle's digital content supply chain technology platform,
branded Open, is now active. The Company will continue to
transition customers onto Open throughout 2020. The Company's Open
platform is unique to the industry and optimizes workflow for the
cloud environment, tracks content from acquisition to delivery, all
while collecting data throughout to improve analytics. To date,
Open has delivered 250,000 media assets to airlines. The platform
will enable new efficiencies and capabilities for 4K/HD content,
broader content selection and greater content customization.
Phase III Cost Savings Initiatives
In the third quarter, the Company began planning its Phase III cost
savings initiatives. Phase III will target business process
reengineering and procurement initiatives across all business
units. Implementation of the initiatives will begin in early 2020.
These savings are expected to benefit both cost of sales and
operating expenses. The Company will provide additional details
regarding the amount and timing of its Phase III cost savings
initiatives on its fourth quarter 2019 earnings call.
Strategic Initiatives
The Company continues to work with its financial advisor, Barclays
Capital Inc., to evaluate offers for all or a portion of the
non-aviation components of our Connectivity business. The Company
continues to expect the evaluation process to conclude by the end
of year. Separately, the Company also continues to evaluate the
potential sale of certain joint venture interests also by the end
of year.
Third Quarter Summary
* Revenue growth was partially offset by a decline in
Connectivity service revenue resulting from the Cruise
contract reset in the fourth quarter of 2018, and a $5.7
million decline in Media & Content distribution revenue as
the Company continues to exit unprofitable business
activities with unfavorable cash flow profiles.
* Gross margin improved to 22.4% during the quarter, a 1.3
percentage point increase versus the second quarter of 2019,
driven by Media & Content gross margin. Media & Content
gross margin improved mainly driven by two items: higher
revenue levels associated with the timing of content refresh
cycles and new customers including the initiation of a large
new CSP customer.
* Operating expenses were $54.0 million, increasing $5.5
million versus the second quarter of 2019 and decreasing
$3.0 million versus the prior-year period. Operating
expenses were impacted by $5.6 million related to the
provision for legal settlements and $2.1 million of non-
ordinary course legal fees including related to settlements.
Excluding these costs, operating expenses improved on a
sequential basis and relative to the prior-year period
driven by the implementation of its Phase II cost savings
initiatives earlier in the year.
* Adjusted EBITDA for the third quarter of 2019 was $25.4
million, which was a 11.5% increase versus the second
quarter of 2019 and a 37.7% increase versus the prior-year
period. The improvement in Adjusted EBITDA versus both
periods was primarily driven by higher revenue and gross
margin. EBITDA was $7.7 million for the third quarter of
2019 and includes the adverse impact of $7.7 million
consisting of $5.6 million related to the provision for
legal settlements and $2.1 million of non-ordinary course
legal fees including related to settlements.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/BOec3q
About Global Eagle
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of rich media
content and seamless connectivity solutions to airlines, cruise
lines, commercial ships, high-end yachts, ferries and land
locations worldwide. The Company has approximately 1,100 employees
and 35 offices on six continents.
Global Eagle incurred a net loss of $236.60 million for the year
ended Dec. 31, 2018, compared to a net loss of $357.11 million for
the year ended Dec. 31, 2017.
* * *
As reported by the TCR on July 29, 2019, S&P Global Ratings
affirmed all ratings on Global Eagle Entertainment Inc., including
its issuer credit rating of 'CCC', and revised the outlook to
developing to reflect greater flexibility to allow management to
execute on its growth initiatives. The outlook change reflects a
significantly improved liquidity profile following the recent
incremental term loan and credit agreement amendment, which buys
the company more time to execute on its growth plan.
GREEN FAMILY FUN: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Green Family Fun Zone
LLC.
About Green Family Fun Zone
Green Family Fun Zone, LLC -- https://gotothezone.com/ -- owns and
operates an amusement complex in North Canton, Ohio, featuring a
go-cart track, bumper cars, and a miniature golf course. Its
facilities can also accommodate small and large parties.
Green Family Fun Zone filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
19-52276) on September 20, 2019. In the petition signed by Scott
Plummer, manager, the Debtor estimated $698,550 in assets and
$1,699,086 in liabilities.
Michael J. Moran, Esq., at Gibson & Moran, is the Debtor's counsel.
GREEN WORLD COUNCIL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Green World Council Bluffs
LLC.
About Green World Council Bluffs
Green World Council Bluffs LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-13565) on
Sept. 27, 2019. The case has been assigned to Judge Timothy W.
Dore. Frank S. Homsher, Esq., is the Debtor's legal counsel.
GREENPOINT TACTICAL: Seeks to Hire MorrisAnderson as Accountant
---------------------------------------------------------------
Greenpoint Tactical Income Fund LLC and GP Rare Earth Trading
Account LLC seek authority from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to employ MorrisAnderson & Associates
Ltd. as their accountant and financial advisor.
MorrisAnderson will compile monthly operating reports and financial
information needed for filings with the court; prepare financial
analysis and projections for their Chapter 11 plan; prepare
financial information needed to file tax returns; and work on other
financial aspects of the reorganization.
The firm's hourly rates range from $400 to $635.
Daniel Dooley, Esq., at MorrisAnderson, assures the court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Daniel F. Dooley
MorrisAnderson & Associates, Ltd
55 West Monroe Street Suite 2350
Chicago, IL 60603
Phone: (312) 254-0880
Fax: (312) 727-0180
About Greenpoint Tactical Income Fund
Greenpoint Tactical Income Fund LLC is a private investment fund
headquartered in Madison, Wis. GP Rare Earth Trading Account LLC
is a wholly-owned subsidiary of Greenpoint Tactical Income Fund.
Greenpoint Tactical Income Fund and GP Rare Earth sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Lead Case
No. 19-29613) on Oct. 4, 2019. At the time of filing, the Debtors
each had estimated assets of between $100 million and $500 million
and liabilities of between $10 million and $50 million.
The cases have been assigned to Judge G. Michael Halfenger.
The Debtors tapped Michael P. Richman, Esq., at Steinhilber Swanson
LLP as their legal counsel.
HUNTSINGER VENTURES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Huntsinger Ventures LLC.
About Huntsinger Ventures
Huntsinger Ventures, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52338) on Sept. 30,
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 Ronald B. King. Langley &
Banack, Inc. is the Debtor's legal counsel.
IPC CORP: Moody's Affirms Caa2 CFR, Outlook Negative
----------------------------------------------------
Moody's Investors Service affirmed all ratings of IPC Corp.,
including the Corporate Family Rating of Caa2, the Probability of
Default Rating of Caa3-PD, with the "/LD" (limited default)
designation added, the first lien credit facility ratings of Caa1
and the second lien term loan rating of Ca. The rating outlook
remains negative.
The action follows the closing of a restructuring of the company's
$316 million second lien term loan, whereby $170 million of the
principal balance was converted to payment-in-kind at the interest
rate of LIBOR plus 11.5%. There are no changes to the company's
debt instrument total principal balances or maturities as a result
of this transaction. The transaction constituted a distressed
exchange and a default under Moody's definitions, and Moody's added
the /LD limited default indicator to IPC's PDR which Moody's
expects to withdraw over the next few days.
RATINGS RATIONALE
IPC's Caa2 CFR reflects uncertainty about the sustainability of the
capital structure given high leverage, negative free cash flow and
weak liquidity. Moody's expects that further decline in revenue and
profit margins in fiscal 2020 (ending September) and payment of
second lien interest in kind will further increase leverage from
the current level of about 12x (Moody's definition). Moody's
believes that the company's debt capital structure may not be
sustainable. The first lien term loans mature in August 2021 and
the second lien term loans mature in February 2022.
IPC continues to maintain a good competitive position and market
share in the highly specialized trading communications sector, with
a differentiated and comprehensive product suite and long-standing
relationships with a broad base of large customers. However, the
company's business is going through a transition driven by
technological evolution in its markets. IPC has introduced
solutions that address the customers' evolving requirements, but
these new solutions are expected to present a lower overall revenue
and profit margin opportunity than legacy solutions for a period of
time as the transition develops.
The negative outlook reflects uncertain sustainability of debt
capital structure and limited liquidity, raising the possibility of
a debt restructuring over the next 12-18 months. The ratings could
be upgraded if IPC demonstrates stabilization of revenue and profit
levels, leverage declines and free cash flow generation becomes
positive. The ratings could be downgraded if enterprise value
erodes, or if liquidity further weakens.
IPC's liquidity position is viewed as weak, with modestly negative
free cash flow expected in fiscal 2020 and cash balances of $21
million as of September 30, 2019. The company has a $25 million
first lien revolving credit facility with no outstanding balances
other than letters of credit of $4 million.
The instrument ratings reflect both the probability of default, as
reflected in the Caa3-PD/LD PDR, and the instruments' recovery
expectations in a default scenario. Moody's assumes an above
average family recovery expectation at default. The Caa1 ratings
for IPC's first lien senior secured term loan, term note and
revolver reflect their senior most position in the capital
structure and size relative to the second lien debt. The Ca rating
for the second lien term loan reflects the significant amount of
first lien debt ahead of it in the capital structure and
significant loss expectation in a default scenario.
IPC is owned by private equity firm Centerbridge Partners II L.P.
(majority shareholder) and former second lien lenders. The
company's financial policy reflects its unsustainable debt capital
structure.
Affirmations:
Issuer: IPC Corp.
Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa3-PD /LD (/LD appended)
Senior Secured 1st lien Term Loan, Affirmed Caa1 (LGD2)
Senior Secured 1st lien Revolving Credit Facility, Affirmed Caa1
(LGD2)
Senior Secured 2nd lien Term Loan, Affirmed Ca (LGD5)
Outlook Actions:
Issuer: IPC Corp.
Outlook, Remains Negative
The principal methodology used in these ratings was Diversified
Technology published in August 2018.
With revenue of approximately $509 million in fiscal 2019 (ended
September), IPC provides network services, trading communication
technology and compliance solutions primarily to the financial
markets industry.
JB AND CO: May Use of Cash Collateral Thru Dec. 31
--------------------------------------------------
Judge Robert H Jacobvitz authorizes JB and Company Chevron, LLC to
use cash collateral from October 31, 2019 through December 31, 2019
to allow payment of actual and necessary post-petition business and
administrative expenses, pursuant to a Court-approved budget.
Centinel Bank and the New Mexico Taxation and Revenue (TRD) will
continue to have a security interest in the Debtor's assets to the
same extent, validity and priority as that held as of the Petition
Date. The Court also grants valid and perfected replacement liens
to Centinel Bank and TRD.
Judge Jacobvitz says the Court ruling may be extended for
successive one month periods with the consent of Centinel Bank and
TRD.
About JB and Company Chevron
JB and Company Chevron, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11504) on June 24,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $500,000 and liabilities of less than $1
million. The case is assigned to Judge Robert H. Jacobvitz.
Michael K. Davis, Esq., is counsel to the Debtor.
JEFFERSON COUNTY PUBLIC HOSPITAL: S&P Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB+' long-term rating on Jefferson County Public
Hospital District No.2 (Jefferson Healthcare or Jefferson), Wash.'s
general obligation bonds outstanding.
"The outlook revision to stable reflects our view of Jefferson's
better than expected operating margins in fiscal 2018 and interim
2019 as well as its improved debt metrics," said S&P Global Ratings
credit analyst Aamna Shah. "Jefferson experienced improved
utilization in several service lines, which led to the improvement,
and we expect this trend to continue during the two-year outlook
period," Ms. Shah added.
The ratings reflect S&P's view of Jefferson's:
-- Improved operating performance;
-- Stable demand for inpatient and outpatient services;
-- Essential role in the primary service area; and
-- Very low average age of plant.
Partially offsetting these strengths is S&P's opinion of
Jefferson's:
-- Inherent risks associated with operating in a small service
area, including physician turnover and recruitment risk;
-- Challenging payor mix;
-- Adequate cash reserves that, while comparable to medians, are
less than 100 days' cash on hand.
JHS VENTURES: Landlord Tempe Objects to Disclosure Statement
------------------------------------------------------------
Landlord Tempe Restaurant Partners, LLC, objects to the Disclosure
Statement filed by debtor JHS Ventures, LLC.
Because the Landlord denies that the Debtor has any right to occupy
the Building after Sept. 30, 2019, the Landlord objects to the
Disclosure Statement because it assumes that the Debtor has a right
to occupy the Building after September 30, 2019.
Attorneys for Tempe Restaurant Partners:
Brian M. Mueller
SHERMAN & HOWARD L.L.C.
7033 E. Greenway Parkway, Suite 250
Scottsdale, Arizona 85254
Phone: (480) 624-2716
Fax: (480) 624-2029
E-mail: bmueller@shermanhoward.com
About JHS Ventures
JHS Ventures LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 19-06528) on May 28,
2019. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
The case is assigned to Judge Madeleine C. Wanslee. Carmichael &
Powell, P.C., is the Debtor's legal counsel.
KAISER AND ASSOCIATES: Court Conditionally Approves Disclosure Stat
-------------------------------------------------------------------
Kaiser and Associates, DDS, P.A., has won conditional approval of
its Disclosure Statement.
A Plan and Disclosure Statement were filed by the Debtor on Oct.
28, 2019.
Judge David M. Warren ordered that:
* The hearing on confirmation of the Plan is scheduled on
Thursday, Dec. 5, 2019, at 11:00 a.m., in 300 Fayetteville Street,
3rd Floor Courtroom, Raleigh, NC 27602.
* Nov. 27, 2019 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
* Nov. 27, 2019 is fixed as the last day for filing written
acceptances or rejections of the plan. The enclosed ballot should
be completed and filed with the plan proponent on or before that
date.
As reported in the TCR, according to its Disclosure Statement,
Kaiser And Associates, DDS,
P.A., will make payments under the Chapter 11 Plan from revenue
generated by the continued operation of the Debtor's business.
Under the Plan, general unsecured creditors each with claims of
$1,001 or greater will receive a total of $20,000, payable in
quarterly installments, over a period of 60 months with interest
accruing at the federal judgment rate. Small general unsecured
creditors -- each holding claims in the amount of $1,000 or less
--
will be paid their allowed pro rata share of $20,000, with payments
to be be made in two equal installments. According to the
Disclosure Statement, unsecured claims in the case total
$126,876.72.
A full-text copy of the Disclosure Statement dated Oct. 28, 2019,
is available at https://tinyurl.com/yxd2wnno from PacerMonitor.com
at no charge.
About Kaiser and Associates
Kaiser and Associates, DDS, P.A., is a North Carolina professional
association that operates a dental practice. Kaiser and
Associates, DDS, P.A., sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 19-01944) on April 30, 2019, estimating less than
$1 million in both assets and liabilities. HENDREN REDWINE &
MALONE, PLLC, is the Debtor's counsel.
KANSAS CITY KANSAS: Grandview Buying 3 Kansas City Real Properties
------------------------------------------------------------------
Kansas City Kansas Properties, LLC, and affiliates ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the
private sale of assets consisting of the following real properties
located at (i) 601 Minnesota Avenue, Kansas City, Kansas 66101;
(ii) 313 N. 10th Street, Kansas City, Kansas 66101; and (iii) 813
Barnett, Kansas City, Kansas 66101, to Grandview Village Shops 888,
LLC for an amount sufficient to pay the real estate taxes, mortgage
of Westridge Lending Fund, LLC and U.S. Trustee fees.
After exploring its alternatives, the Debtors have determined in
their business judgment that the sale of its Property is the best
method for satisfying its lenders and generating the highest value
for its assets when considering the time constraints imposed by the
Debtors' creditors and the Bankruptcy Code. Accordingly, they ask
the Court's approval authorizing them to sell the Property free and
clear of all liens, interests and encumbrances by private sale
The Debtors have negotiated a sale of the Property to the Buyer for
an amount sufficient to pay the real estate taxes, mortgage of
Westridge and U.S. Trustee fees. The Debtors believe the terms of
the offer are fair and appropriate given the constraints imposed by
the Debtors' creditors. The parties have executed their Offer to
Purchase Agreement.
Pursuant to the Sale Agreement, the Buyer has agreed to purchase
from the Debtors, and the Debtors have agreed to sell to the Buyer,
the Debtors' interest in the Property for amount sufficient to pay
the real estate taxes, mortgage of Westridge and U.S. Trustee fees,
with a $2,500 earnest deposit and the balance in full and in cash
at closing.
The Buyer has the wherewithal to complete the transaction as
evidenced by the statement from Mariner Wealth Advisors. The
Debtors believe this sale is in the best interests of the Chapter
11 estate and their creditors, is proposed in good faith and is
fully justified.
The alleged secured creditor is Westridge. The creditors of the
Debtors will receive greater value through an orderly sale in
Chapter 11 than they would receive if relief from stay is granted.
Pursuant to 11 U.S.C. Section 363(f), the Debtors ask authority to
sell and transfer its assets to the purchasers free and clear of
all liens. Any such liens will attach to the proceeds of the sale
of the assets, subject to any rights and defenses of the Debtors
and other parties in interest with respect thereto.
The Debtors are asking the Court its consideration of the proposal
set forth. Specifically, they're asking the Court's Order
approving the sale of the Property free and clear of any
encumbrances, Sale Agreement, Bidding Procedures, and formally
setting the Auction at a date to be determined by the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Kansas_City_68_Sales.pdf
About Kansas City Kansas Properties
Kansas City Kansas Properties LLC filed a Chapter 11 bankruptcy
petition (Bankr. D. Kan. Case No. 19-21824) on Aug. 27, 2019,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Colin N. Gotham, Esq., at Evans &
Mullinix, P.A.
KNOLL'S INC: Says It Has 100% Plan; Disclosures Hearing Dec. 19
---------------------------------------------------------------
Knoll's, Inc., along with Robert Joseph Knoll and Scott Allen
Knoll, have filed a joint plan of reorganization that says that the
Debtors will continue their farming operations.
The Debtors say they have a 100% pay plan and all secured and
unsecured creditors will be paid in full, although all creditors
will be impaired as defined by the U.S. Bankruptcy Code.
According to the Debtors, their move towards growing more
food-grade corn, commencing farming 1,200 acres on a custom farm
basis, and reducing their cost per bushel for harvesting crops have
improved the company's profitability.
The hearing to consider the approval of the Disclosure Statement
will be held at US Courthouse, 401 North Market Room 150, Wichita,
KS 67202 on Dec. 19, 2019 at 10:30 a.m.
Objections to the Disclosure Statement must be filed and served on
the proponent of the plan.
A full-text copy of the Combined Plan and Disclosure Statement
dated Oct. 30, 2019, is available at https://tinyurl.com/y2l9krx6
from PacerMonitor.com at no charge.
Attorney for the Debtors:
Forker Suter LLC
Dan W. Forker, Jr.
P.O. Box 1868
Hutchinson, Ks 67504-1868
Tel: (620) 663-7131
E-mail: dforker@forkersuter.com
- and -
Davide Prelle Eron
Eron Law, P.A.
229 E. William, Suite 100
Wichita, KS 67202
Tel: (316) 262-5500
E-mail: david@eronlaw.net
About Knoll's Inc.
Knoll's, Inc. is a privately held company in Garden City, Kan.,
which operates in the crop farming industry.
Knoll's filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case
No. 19-10795) on May 3, 2019. In the petition signed by Robert
Knoll, president, the Debtor disclosed $1,378,823 in assets and
$6,504,194 in liabilities.
On May 3, 2019, a motion was filed requesting for the joint
administration of the Debtor's case with those of Robert Joseph
Knoll and Patricia Marie Knoll (Bankr. D. Kan. Case No. 19-10796)
and Scott Allen Knoll (Bankr. D. Kan. Case No. 19-10797).
Judge Robert E. Nugent oversees the Debtors' cases.
David P. Eron, Esq. at Eron Law, P.A. is the Debtors' legal
counsel.
KRATON CORP: S&P Alters Outlook to Positive on Planned Asset Sale
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on Kraton
Corp. and its 'BB' issue-level rating on the company's term loans.
The recovery rating remains '1', reflecting S&P's expectation of
very high (90%-100%; rounded estimate: 95%) recovery in the event
of payment default.
At the same time, S&P is raising its issue-level credit rating on
the company's unsecured notes to 'B+' from 'B' and revising the
recovery rating to '4' from '5'. The '4' recovery rating reflects
S&P's expectation of average (30%-50%; rounded estimate: 30%)
recovery prospects in the event of a payment default.
The positive outlook follows Kraton's announcement that it has
agreed to sell its Cariflex business to Daelim Industrial Co. Ltd.
for $530 million. S&P expects the company will use the vast
majority of sale proceeds to reduce its leverage profile. Despite
weaker than previously expected operating performance so far in
2019--due to weak demand in some of its markets and a precipitous
decline in prices for some products--an improvement in earnings in
2020, coupled with the company's debt reduction plans, could
improve the company's FFO/debt to levels approaching 20%.
The positive outlook reflects S&P's base case expectation that the
company will pay down a meaningful portion of debt in early 2020
using proceeds from the sale of its Cariflex business. S&P
anticipates the debt reduction, and its expectation for improved
earnings in 2020, will more than offset the company's
weaker-than-expected 2019 earnings and the absence of EBITDA from
the sold business. Based on this assumption, S&P believes there is
now at least a one-in-three chance the company's leverage metrics
could improve such that FFO/debt is projected to be at or above 20%
on a weighted-average basis, considering the years 2020 and 2021.
The rating agency expects the ratio will approach, but not quite
get to 20% next year. Its base case assumes that earnings will
strengthen in 2020 from improved pricing for some of Kraton's
products that likely hit their trough in 2019, despite a continued
weak macroeconomic environment.
S&P could revise the outlook to stable if an increase in EBITDA
does not materialize in the first quarter of 2020 as it expects, if
the transaction does not close, or if the company does not pay down
debt as the rating agency anticipates. Weaker earnings could
continue into 2020, likely caused by a significantly weaker
macroeconomic environment that could continue to put pressure on
demand across Kraton's segments. Alternatively, earnings could be
weaker in 2020 if raw material costs spike unexpectedly or if
prices for the company's products in its CST chain do not improve.
S&P could lower the rating within the next 12 months if these
scenarios cause FFO to debt to drop below 12% for a sustained
period. S&P could also lower the ratings if, against its
expectations, the company undertook more aggressive financial
policies such as a large debt-funded acquisitions or shareholder
rewards, which would hurt credit measures. If the transaction does
not close, or if the company does not use the vast majority of
proceeds to reduce debt, S&P could revise the outlook to stable if
it expected debt levels to remain similar to levels in 2019 and FFO
to debt to remain between 12% and 20%.
S&P could raise the rating within the next 12 months if it believed
that FFO to debt were to approach 20%. In such a scenario, S&P
would expect EBITDA margins to expand 150 bps from its
expectations, assuming that management strategy remains in line
with expectations that it will use the vast majority of the
proceeds from the Cariflex sale to pay down debt. Both earnings
growth of the remaining business and the company's planned debt
reduction, in line with its commitment to lower leverage levels,
are necessary drivers for a potential upgrade. Before considering
an upgrade, S&P would need to gain clarity that the company's
financial policies and growth initiatives would support maintaining
these credit measures.
LATITUDE 360: Court OKs Trustee's Disclosure Statement
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved the disclosure statement in support of the Chapter 11 plan
filed by the Chapter 11 trustee of Latitude 360, Inc.
A hearing to consider confirmation of the Plan will be held on Dec.
18, 2019 at 10:30 a.m., in 4th Floor Courtroom D, 300 North Hogan
Street, Jacksonville, Florida. Any objections to confirmation
shall be filed and served seven days before the hearing. Dec. 4,
2019 , is fixed as the last day for filing written acceptances or
rejections of the Plan.
According to the Disclosure Statement, the Trustee does not
anticipate that any Holder of a Class 3 Allowed Unsecured Claim
will receive a distribution under the Plan on account of such Claim
and, accordingly, such Holders are deemed to reject the Plan, and
their votes are not being solicited. A copy of the Disclosure
Statement filed Jan. 25, 2019, is available at
https://is.gd/zDS2EM free of charge from PacerMonitor.com.
About Latitude 360
Three creditors of Latitude 360, Inc. -- formerly known as Latitude
Global, Inc. and formerly known as Latitude Global Acquisition
Corp. -- filed an involuntary Chapter 11 bankruptcy petition
against the Jacksonville, Florida-based company (Bankr. M.D. Fla.
Case No. 17-00086) on Jan. 10, 2017.
The petitioning creditors are TBF Financial, LLC, which listed a
$68,955 judgment claim; Dex Imaging, Inc., which asserts a $207,291
judgment claim; and N. Robert Elson, Trustee of the N. Robert Elson
Trust of 1996, dated March 18, 1996, which listed a $33,697
judgment claim. The petitioning creditors are represented by
Catrina Humphrey Markwalter, Esq., at Gillis Way & Campbell LLP as
counsel.
Mark C. Healy was appointed Chapter 11 trustee. The Trustee
retained Gillis Way & Campbell as counsel, and Michael Moecker and
Associates, Inc., as financial advisor.
LGO TRANSPORT: Unsecureds to Receive Payments for 60 Months
-----------------------------------------------------------
LGO Transport and Produce LLC filed a Chapter 11 plan that says
each holder of an allowed general unsecured claim shall receive its
pro rata share of monthly payments of $740 per month for months 1
through 12; $850 per month for months 13 through 24; $875 per month
for months 25through 48; then $2,335 per month for months 49
through 60, in full satisfaction of their claim. The first payment
to Class 11 shall commence the first month following the month in
which the Plan is confirmed and continue fora total period of 60
months. The Disclosure Statement did not provide a projected
percentage recovery and estimated total amount of unsecured
claims.
Secured creditors will be paid in installments, until paid in full,
with interest.
Equity holders will retain their interests.
A full-text copy of the Disclosure Statement dated Oct. 30, 2019,
is available at https://tinyurl.com/y4geho82 from PacerMonitor.com
at no charge.
About LGO Transport and Produce
LGO Transport and Produce LLC, a trucking company, filed a Chapter
11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05423) on May
2, 2019, estimating under $1 million in both assets and
liabilities. The Law Office of Eric Ollason, led by Eric Ollason,
is the Debtor's counsel.
LIP INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of LIP, Inc.
About LIP Inc.
LIP, Inc., doing business as Mellow Mushroom Vanderbilt, and its
subsidiaries are privately held companies that operate in the
restaurant industry. LIP and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead
Case No. 19-05784) on Sept. 9, 2019. In the petitions signed by
Mark Clark, president, the Debtors were each estimated to have
assets ranging between $100,000 and $500,000 and liabilities
ranging between $1 million and $10 million. Dunham Hilderbrand,
PLLC is the Debtors' counsel.
M.E. SMITH: Unsecured Creditors to Recover 6.07% in Plan
--------------------------------------------------------
According to its Second Amended Disclosure Statement, M.E. Smith,
Inc., has a Chapter 11 Plan that provides for a distribution to
general unsecured claims of 6.07% of allowed claims.
Holders of unsecured claims (Class 7) will receive a pro rata Share
of $100,000 payable as follows: pro rate share of $20,000 on the
Effective Date and pro rata share of $20,000 on each of the next
four anniversary dates of the Effective Date.
Mark E. Smith will retain his equity interests in exchange for a
contribution of new value.
This Plan contemplates the use of accumulated cash from the
Debtor's prior business operations and the Debtor's operating
income from its Plan Period business operations to (i) pay Allowed
Administrative Expenses; (ii) pay Allowed Class Claims; and (iii)
maintain a working capital reserve for the Debtor's ongoing
business operations.
A full-text copy of the Second Amended Disclosure Statement dated
Oct. 30, 2019, is available at https://tinyurl.com/yy8w3kc9 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Michael Van Dam
Van Dam Law LLP
233 Needham Street
Newton, MA 02464
Tel: (617) 969-2900
Fax: (617) 964-4631
About M.E. Smith
Established in 2004, M.E. Smith, Inc., is a Massachusetts
corporation providing construction and maintenance of municipal
water utilities. Services are provided generally to cities and
towns in Massachusetts and Connecticut. Its sole shareholder is
Mark E. Smith.
M.E. Smith, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 19-40235) on Feb. 12, 2019. The Hon. Elizabeth D. Katz is the
case judge. The Debtor is represented by Michael Van Dam, Esq. at
Van Dam Law LLP.
MANNKIND CORP: Posts Net Loss of $10.4 Million in Third Quarter
---------------------------------------------------------------
MannKind Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $10.37 million on $14.59 million of total revenues for the three
months ended Sept. 30, 2019, compared to a net loss of $24.17
million on $4.47 million of total revenues for the same period last
year. The decrease in net loss was primarily the result of
increased total revenues from higher Afrezza commercial demand and
from the licensing and research agreements with United
Therapeutics.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $37.64 million on $47.04 million of total revenues
compared to a net loss of $77.22 million on $11.82 million of total
revenues for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $95.14 million in total
assets, $279.85 million in total liabilities, and a total
stockholders' deficit of $184.71 million.
"I am excited to see MannKind continue its transformation, with
another quarter of double-digit growth in Afrezza revenue, year
over year, and aggregate net revenue of $14.6 million," said
Michael Castagna, chief executive officer of MannKind Corporation.
"In the third quarter, we completed our recapitalization and
achieved several key milestones, such as booking our first
international sale of Afrezza to Brazil, seeing the first PAH
patient dosed with TreT and progressing two pipeline compounds into
nonclinical testing."
Research and development expenses for the third quarter of 2019
were $1.6 million compared to $2.0 million for the third quarter of
2018. This 23% decrease was primarily attributable to a $0.4
million decrease in clinical trial spending.
Selling, general and administrative expenses for the third quarter
of 2019 were $16.7 million compared to $19.4 million for the third
quarter of 2018. This decrease of $2.7 million, or 14%, was
primarily attributable to a $0.8 million decrease in
personnel-related costs and a $1.9 million decrease in Afrezza
marketing costs.
Interest expense on notes for the third quarter of 2019 was $4.1
million compared to $1.0 million for the third quarter of 2018.
This $3.1 million increase or 316% was primarily attributable to a
$3.4 million charge realized as a result of achieving of a sales
milestone in the third quarter of 2019 under the Company's
milestone agreement with Deerfield.
Cash, cash equivalents, restricted cash, and short-term investments
at Sept. 30, 2019 was $50.4 million compared to $71.7 million at
Dec. 31, 2018.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/P8tovO
About MannKind Corp
MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com/
-- focuses on the development and commercialization of inhaled
therapeutic products for patients with diseases such as diabetes
and pulmonary arterial hypertension. MannKind is currently
commercializing Afrezza (insulin human) Inhalation Powder, the
Company's first FDA-approved product and the only inhaled
rapid-acting mealtime insulin in the United States, where it is
available by prescription from pharmacies nationwide. MannKind is
headquartered in Westlake Village, California, and has a
state-of-the art manufacturing facility in Danbury, Connecticut.
The Company also employs field sales and medical representatives
across the United States.
MannKind incurred a net loss of $86.97 million in 2018, following a
net loss of $117.3 million in 2017. As of June 30, 2019, the
Company had $81.79 million in total assets, $277.79 million in
total liabilities, and a total stockholders' deficit of $195.99
million.
Deloitte & Touche LLP, in Los Angeles, California, issued a "going
concern" qualification in its report dated Feb. 26, 2019, on the
Company's consolidated financial statements for the year ended Dec.
31, 2018, citing that the Company's available cash resources and
continuing cash needs raise substantial doubt about its ability to
continue as a going concern.
MAPLE AVENUE: Court OKs Use of Cash Collateral Until Nov. 22
------------------------------------------------------------
The Bankruptcy Court authorized Maple Avenue Donuts, Inc., to use
cash collateral pursuant to a budget through November 22, 2019, the
date of the next hearing on the motion.
Secured parties are granted a continuing post-petition replacement
lien and security interest on all post-petition property of the
estate to the extent of any diminution in the value of the
collateral resulting from the Debtor's use of the cash collateral.
A copy of the budget can be accessed for free at:
https://is.gd/wPs8RH. Objections must be filed no later than Nov.
21 at 4:30 p.m. Hearing starts at 10 a.m. on Nov. 22.
About Maple Avenue Donuts
Maple Avenue Donuts, Inc., a company that sells donuts and coffee,
filed a voluntary petition for relief under Chapter 11 of Title 11
of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-41140) on July
11, 2019. The Chapter 11 case is jointly administered with that of
its Debtor affiliates -- Boston Donuts, Inc., Costa Cafe, Inc., W
&E Trust, Inc., and EOR Holding Corporation, with Boston Donuts
Inc.'s case as lead case. James P. Ehrhard, Esq., at Ehrhard &
Associates, P.C., is the Debtors' counsel.
MEDNAX INC: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed MEDNAX, Inc.'s Ba2 Corporate
Family Rating, the Ba2-PD Probability of Default Rating and the Ba2
rating on its unsecured bonds due in 2023 and 2027. At the same
time, the outlook was changed to negative from stable.
There is no change to the company's SGL-1 Speculative Grade
Liquidity Rating.
The outlook revision to negative reflects the company's declining
profit margins primarily due to rising compensation costs,
especially in the anesthesia business. In the last 2 years, the
company's debt/EBITDA has increased by approximately a turn to 3.6
times (at the end of September 2019) primarily because of lower
profitability. The negative outlook reflects the uncertainty that
the company will be able to return to earnings growth through its
ongoing restructuring initiatives.
The affirmation of the company's ratings reflects the company's
high level of free cash flow -- Moody's expects the company will
generate more than $250 million of free cash flow. The affirmation
also reflects balanced financial policies, noting the company has
used a meaningful portion of asset sale proceeds to reduce debt.
The company also benefits from its position as one of the largest
physician staffing companies.
Ratings Affirmed:
MEDNAX, Inc.
Corporate Family Rating at Ba2
Probability of Default Rating at Ba2-PD
$750 million unsecured global notes maturing 2023 at Ba2 (LGD4)
$1 billion unsecured global notes maturing 2027 at Ba2 (LGD4)
Outlook Actions:
Outlook changed to negative from stable
RATINGS RATIONALE
MEDNAX's Ba2 Corporate Family Rating reflects the company's strong
market position in neonatology and anesthesiology, moderate
leverage and its exposure to the evolving regulatory environment
surrounding reimbursements. The rating also reflects MEDNAX's
elevated leverage with debt/EBITDA expected to remain above 3.5x
for the next year. Moody's expects leverage will begin to improve
as the company improves its margins over time by successfully
executing its transformational and restructuring initiatives. The
company's high service concentration in its two largest specialties
-- neonatology and anesthesiology -- which comprise approximately
71% of revenue is also constraining factor for the rating. MEDNAX's
rating is supported by good customer diversity, favorable
healthcare services outsourcing market trends, very good liquidity
and acquisition integration. The company's financial policy will
remain balanced as it uses free cash flow and continues with the
tuck-in acquisition strategy and share buybacks.
The negative rating outlook reflects Moody's view that MEDNAX will
face hurdles reversing its declining profitability and its ability
to lower its debt to EBITDA below 3.5 times will depend on the
effectiveness of its transformational and restructuring
initiatives.
As a provider of physician staffing services, MEDNAX faces
significant social risk. Several legislative proposals have been
introduced in the US Congress that aim to eliminate or reduce the
impact of surprise medical bills. Surprise medical bills are
received by insured patients who inadvertently receive care from
providers outside of their insurance networks, usually in emergency
situations. Moody's believes physician staffing companies like
MEDNAX would be adversely affected if these proposals are enacted.
The company's SGL-1 Speculative Grade Liquidity Rating reflects
Moody's expectations that MEDNAX will maintain very good liquidity
over the next year. The company had approximately $29 million of
unrestricted cash and short-term investments and revolver
availability of approximately $990 million as of September 30,
2019. Moody's expects the company will generate in excess of $250
million of free cash flow in the next 12 months.
Given the negative outlook, an upgrade is unlikely over the next
12-18 months. Over a longer term the ratings could be upgraded if
MEDNAX effectively manages its acquisition strategy and
successfully executes its plan to reduce its costs to improve
profitability. Quantitatively ratings could be upgraded if
debt/EBITDA is sustained below 2.5 times.
The ratings could be downgraded if MEDNAX's is unable to improve
operating performance despite its restructuring initiatives. There
is very limited scope for any material debt-financed acquisitions.
Quantitatively ratings could be downgraded if debt/EBITDA is
sustained above 3.5 times.
Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of
physician services including newborn, anesthesia, maternal-fetal,
radiology and teleradiology, pediatric cardiology and other
pediatric subspecialty services. The company's national network is
comprised of more than 4,200 affiliated physicians who provide
clinical care in 39 states and Puerto Rico. MEDNAX also provides
teleradiology services in all 50 states, the District of Columbia
and Puerto Rico through a network of affiliated radiologists.
Revenues are approximately $3.6 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
MICHAEL DAVIDSON: Selling Navigator, John Deere & Watches for $61K
------------------------------------------------------------------
Michael Wayne Davidson asks the U.S. Bankruptcy Court for the
Northern District of Alabama to authorize the sale of (i) a 2017
Lincoln Navigator to Ray Pearman Lincoln Mercury for the sum of
$46,700; (ii) a 2014 John Deere 4x4 to Joseph Oakley for $10,000;
and (iii) two watches to Collectors Corner for $4,500, nunc pro
tunc as of July 24, 2019.
Prepetition, the Debtor owned the Navigator which he financed with
Lincoln Automotive Financial. Postpetition, the Court entered an
Order allowing the Debtor to make adequate protection payments to
Lincoln in the amount of $1,017 per month.
On Aug. 30, 2019 the Debtor filed a Joint Plan of Reorganization.
Pursuant to the Joint Plan, the Debtor proposed either keeping the
Navigator and continuing to make payment to Lincoln or
alternatively, to sell the Navigator and satisfy Lincoln's claim.
On Sept. 18, 2019 the Debtor by means of oversight, confusion or
misunderstanding, sold the Navigator to Ray Pearman Lincoln Mercury
for the sum of $46,700 and in so doing satisfied the claim of
Lincoln in the amount of $44,755. The excess funds of $1,945 were
deposited into the DIP account located at North Alabama Bank. In
addition to satisfying the lien, the sale also resulted in the
Debtor being paid an additional $1,121.26 from the cancellation of
the warranty on the vehicle. These funds were also deposited into
the DIP account.
Also, through misunderstanding or oversight, the Debtor sold his
2014 John Deere 4x4 to a Joseph Oakley for $10,000 on July 24,
2019. The Debtor is not related to Mr. Oakley. Prior to selling
the 4x4, the Debtor talked with the John Deere office to see if it
was interested in buying the 4x4 back and at what price. He also
marketed it through his family, friends and on Craigslist. The
Debtor did not receive any satisfactory offer until the one made by
Oakley. The Debtor believes that he obtained the highest price
representing market value for the 4x4. The sale proceeds from the
sale were deposited by the Debtor into his DIP account to be
distributed per the Plan.
Postpetition, the Debtor through oversight and misunderstanding
also sold two watches to Collectors Corner for $4,500. The Debtor
does not have an interest in Collectors Corner nor are any of his
relatives employed there. These funds were also deposited into
the DIP account to be distributed as provided for in the Plan.
Prior to making the sale, the Debtor did online research on eBay
and Craigslist for similar items. He subsequently obtained an
offer from a company in New York. After some research to ensure
the offer was valid, he sold the two watches for a total of $4,500.
In the case, the Debtor determined that he did not need the
Navigator, John Deere 4x4 or the watches. He, however, recognizes
that he should have obtained the Court's approval prior to selling
these items. It was only through a misunderstanding of the
requirements the Bankruptcy Code or oversight of that requirement
that the sales occurred. Although it was a mistake, it was an
honest one. The Debtor has accounted for all of the sale proceeds
which were deposited by him into the DIP account and will be
distributed upon confirmation of the Amended Joint Proposed Plan of
Reorganization.
Pursuant to Rule 2002(a) and (c) of the Federal Bankruptcy Rules a
copy of the Motion has been given to all creditors and parties who
have requested service in the case, including all lienholders of
record. The Debtor asks that service of the Motion via electronic
mail or U.S. mail to all interested parties be deemed adequate and
sufficient notice as required by the Bankruptcy Rules.
The Debtor further asks that any Order approving the sale be
effective nunc pro tunc as of July 24, 2019 and that the stay
provisions under Rule 6004(h) not apply.
A copy of the Bills of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/Michael_Davidson_216_Sales.pdf
Michael Wayne Davidson sought Chapter 11 protection (Bankr. N.D.
Ala. Case No. 18-82270) on July 31, 2018. The Debtor tapped Kevin
D. Heard, Esq., at Heard, Ary & Dauro, LLC, as counsel.
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 his residential real property located
at 24661 Cordillera Dr., Calabasas, California to Homayaun Majidian
and Gabriela Majidian for $1.55 million, according to the terms and
conditions set forth in 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. It 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 his 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; and
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 to be 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 (subject to verification in escrow):
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 to Estate $75,415
The Debtor proposes that the Buyers offer be subject to overbid,
according to the procedures. 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. The 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: No later than seven days prior to the hearing
scheduled for the Motion
b. Initial Bid: $1.57 million
c. Deposit: $47,100
d. Auction: At the hearing on the Motion
e. Bid Increments: $5,000
f. 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 the 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 the
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 December 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
pursuant to 363 (f)(3)(4)(5) in 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 Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Michael_Vara_76_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.
MMMT CORPORATION: Court Okeys Use of Cash Collateral Thru Nov. 14
-----------------------------------------------------------------
The Bankruptcy Court authorized MMMT Corporation to continue using
cash collateral through November 14, 2019 in order to pay
obligations in the ordinary course of its business in the amounts
set forth in the budget filed with the Court.
The Court directed the Debtor to file a status report showing
actual payments made every two weeks until the final hearing
scheduled on November 14, 2019 at 1:30 p.m.
About MMMT Corporation
MMMT Corporation, a company that operates a skilled nursing
facility in Las Vegas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 19-16113) on Sept. 21,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of between $10 million
and $50 million. The case is assigned to Judge Mike K. Nakagawa.
Johnson & Gubler, P.C., is the Debtor's legal counsel.
MODERN POULTRY: Creditors to Be Paid From Liquidation Proceeds
--------------------------------------------------------------
According to its Disclosure Statement, Modern Poultry Systems, LLC,
that says holders of general unsecured claims owed $2,273,763
(Class 6) will be paid pro rata from the available funds after
payment of allowed administrative expenses and allowed priority
claims, if any.
This is a liquidating plan. In general terms, the Plan provides
for the Debtor, pursuant to Sec. 363 of the Bankruptcy Code, to
sell at public auction substantially all of its assets and
distribute the net proceeds therefrom according to the Plan. The
Debtor intends to file an application to employ an auctioneer
pursuant to Sec. 327 of the Bankruptcy Code. Any compensation of
the auctioneer is subject to Court approval.
A full-text copy of the Amended Disclosure Statement dated Oct. 30,
2019, is available at https://tinyurl.com/y6e2hnnw from
PacerMonitor.com at no charge.
About Modern Poultry Systems
Modern Poultry Systems, LLC, is in the business of building
agricultural buildings including poultry houses and structural
poultry renovations. By 2017 building opportunities slowed
drastically and Debtor utilized only one building crew.
Modern Poultry Systems, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40259) on Feb.
19, 2019. At the time of the filing, the Debtor was estimated to
have assets of less than $1 million and liabilities of less than
$500,000. The case is assigned to Judge James J. Robinson.
Tameria S. Driskill, LLC, is the Debtor's legal counsel.
MURRAY ENERGY: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------
The U.S. Trustee for Region 9 on Nov. 7, 2019, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Murray Energy Holdings Co. and its
affiliates.
The committee members are:
(1) Bank of NY Mellon Trust Company N.A. as indenture Trustee
Elizabeth L. Slaby, Vice President, Corporate Trust
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
(2) CB Mining Inc.
David Hough, Director of Credit and Finance
4565 William Penn Highway
Murrysville, PA 15683
(3) Joy Global
Attn: Ron Bartunek
40 Pennwood Place, Suite 100
Warrebdale PA 15086
(4) RM Wilson Co.
Attn: Patrick Dubiel
3434 Market Street
P.O. Box 6274
Wheeling, WV 26003
(5) UMWA 1974 Pension Trust
Attn: Glenda Finch
2121 K Street, NW, 5th Floor
Washington, DC 20037
(6) United Mine Workers of America International Union
Attn: Brian Sanson
18354 Quantico Gateway Drive, Suite 200
Triangle, VA 22172
(7) Wheeler Machinery Co.
Attn: Danny Maruji
4901 W. 2100 South
Salt Lake City, Utah 84120
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 Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019.
At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
MWM OIL: Proposes Dec. 5 Evenson Auction of Oil & Gas 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
auction sale of their oil and gas leasehold interests, in packages
as designated on Exhibit A, and all of their oil and gas equipment,
other than equipment in active use on leaseholds, to be conducted
by Evenson Auctioneers, Inc. on Dec. 5, 2019 at 2:00 p.m. (CST) at
the DoubleTree by Hilton Hotel Wichita Airport, 2098 S. Airport
Rd., Wichita, Kansas.
The foregoing assets will be sold "as-is, where-is," without
warranties or representations of any kind. 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 – 6% of gross sale proceeds of the oil
and gas leasehold interests as described on the attached Exhibit A;
b. Auctioneer's fee - 10% of the gross sale proceeds of oil
and gas equipment; and
c. 2019 ad valorem taxes on the foregoing assets due the
Butler and Sedgwick County Treasurers; with the balance to 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_111_Sales.pdf
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.
NEW DOVER GROUP: Seeks to Hire Balisok & Kaufman as Attorney
------------------------------------------------------------
New Dover Group LTD seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Balisok & Kaufman,
PLLC, as attorney to the Debtor.
New Dover Group requires Balisok & Kaufman to:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management
of its property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in
order to effectuate such a plan including, if need be,
negotiations with the creditors and other parties in
interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor who seeks protection
from its creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters
pending before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
business;
g. represent the Debtor in connection with obtaining post-
petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of
reorganization; and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate
and to promote the best interests of the Debtor, its
creditors and its estate.
Balisok & Kaufman will be paid at these hourly rates:
Attorneys $350 to $500
Paraprofessionals $175
Balisok & Kaufman will be paid a retainer in the amount of
$10,000.
Balisok & Kaufman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joseph Y. Balisok, partner of Balisok & Kaufman, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Balisok & Kaufman can be reached at:
Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN, PLLC
251 Troy Avenue
Brooklyn, NY 11213
Tel: (718) 928-9607
Fax: (718) 534-9747
E-mail: joseph@lawbalisok.com
About New Dover Group LTD
New Dover Group, Ltd, based in Valley Cottage, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 19-23266) on July 8, 2019.
In the petition signed by Samuel Friedmann, president, the Debtor
disclosed $984,384 in assets and $15,605,227 in liabilities. The
Hon. Robert D. Drain oversees the case. Joseph Y. Balisok, Esq.,
at Balisok & Kaufman, PLLC, serves as bankruptcy counsel.
NORTH GWINNETT: Seeks to Extend Exclusivity Period to March 16
--------------------------------------------------------------
North Gwinnett SUV, Inc. filed a motion with the U.S. Bankruptcy
Court for the Northern District of Georgia to extend the
exclusivity period to file a Chapter 11 plan to March 16, 2020, and
the period to solicit acceptances for the plan to May 18, 2020.
The company also asked the court to move the deadline to propose or
amend a plan to May 18, 2020.
The motion is on Judge Barbara Ellis-Monro's calendar for Dec. 3.
About North Gwinnett SUV Inc.
Based in Buford, Georgia, North Gwinnett SUV, Inc. filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 19-54469) on March 21, 2019,
listing under $1 million in both assets and liabilities. The
petition was signed by Ricky C. Lance, chief executive officer.
The case has been assigned to Judge Barbara Ellis-Monro. Leslie M.
Pineyro, Esq., at Jones and Walden, LLC, represents the Debtor as
counsel.
NORTHER AMERICAN FUR: Wins Initial Order Under CCAA
---------------------------------------------------
North American Fur Auctions Inc. and North American Fur Producers
Inc., NAFA Properties Inc., NAFA Properties (US) Inc., 3306319 Nova
Scotia Limited, NAFA Properties Stoughton LLC, North American Fur
Auctions (US) Inc., NAFPRO LLC (Wisconsin LLC), NAFA Europe
Co-Operatief UA, NAFA Europe B.V., Daioku SP.Z OO, and NAFA Polska
SP.Z OO commenced court-supervised restructuring proceedings under
the Companies' Creditors Arrangement Act on Oct. 31, 2019.
On the same day, the Ontario Superior Court of Justice (Commercial
List) granted an order ("Initial Order"), which, among other
things, provides for a stay of proceedings until Nov. 29, 2019
("Stay Period"). The Stay Period may be extended by the Court from
time to time.
Also pursuant to the Initial Order, Deloitte Restructuring Inc. was
appointed as monitor of the business and financial affairs of the
Companies.
Filings are available at Deloitte's Web site at
https://is.gd/uZtyNR
The Monitor can be reached at
Deloitte Restructuring Inc.
Bay Adelaide East
8 Adelaide Street West, Suite 200
Toronto, Ontario M5H 0A9
Attention: Todd Ambachtsheer
Tel.: 416-607-0781
Fax: 416-601-6690
Email: tambachtsheer@deloitte.ca
Counsel for the Companies:
Blaney McMurtry LLP
Barristers & Solicitors
2 Queen Street East, Suite 1500 Toronto ON M5C 3G5
David T. Ullmann
Tel: 416-596-4289
Fax: 416-594-2437
Email: DUllmann@blaney.com
Alexandra Teodorescu
Tel: 416 -596-4279
Fax: 416-594-2506
Email: ATeodorescu@blaney.com
Jessica Wuthmann
Tel: 416-593-3924
Fax: 416-594-3595
Email: JWuthmann@blaney.com
Lawyers for the Monitor:
Miller Thomson LLP
Barristers and Solicitors
40 King Street West, Suite 5800
Toronto, Ontario M5H 3S1
Kyla Mahar
Tel: 416-597-4303
Fax: 416-595-8695
Email: kmahar@millerthomson.com
Asim Iqbal
Tel: 416-597-6008
Fax: 416-595-8695
Email: aiqbal@millerthomson.com
The Financial Advisor of the Companies:
KPMG Corporate Finance
199 Bay Street
Suite 4000, Commerce Court West
Toronto, Ontario M5L 1A9
Nick Brearton
Tel: 416-777-3768
Fax: 416-777-3364
Email: nbrearton@kpmg.ca
Katherine Forbes
Tel: 416-777-8107
Fax: 416-777-3364
Email: katherineforbes@kpmg.ca
North America Fur Auctions Inc. -- https://www.nafa.ca/ -- is an
international fur auction house whose principal business is the
sale of raw, ethically sourced fur pelts.
O'HARE FOUNDRY: Seeks to Hire Tueth Keeney as Special Counsel
-------------------------------------------------------------
O'Hare Foundry Corporation seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire Tueth, Keeney,
Cooper, Mohan, and Jackstadt, PC, as its special counsel.
The firm will assist Debtor in certain immigration and employment
status-related issues.
The firm's 2019 billing rates are:
Diane Metzger, Esq. $210 per hour
John Reynolds, Esq. $250 per hour
Rachel Garcia (paralegal) $150 per hour
The firm requires an advance retainer payment of $3,500.
Diane Metzger, Esq., at Tueth Keeney, assures the court that the
firm does not represent any interests adverse to the Debtor's
bankruptcy estate and has no connection with the U.S. trustee or
his employees.
The firm can be reached through:
Diane E. Metzger, Esq.
Tueth Keeney Cooper Mohan & Jackstadt P.C.
34 N. Meramec Ave Suite 600
St.Louis, MO 63105
Tel: (314) 880-3600
Fax: (314) 880-3601
About O'Hare Foundry Corporation
Established in 1921, O'Hare Foundry Corporation --
http://www.oharefoundry.com-- manufactures sand castings from
brass, brass and bronze alloys, and aluminum alloys.
O'Hare Foundry Corporation sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41834) on March
27, 2019. At the time of the filing, the Debtor estimated assets
of between $1 million and $10 million and liabilities of between $1
million and $10 million. The case is assigned to Judge Charles E.
Rendlen III. The Debtor tapped Danna McKitrick, P.C., as its legal
counsel.
ORIGINAL PUBLIC HOUSE: Asks Court for Access to Cash Collateral
---------------------------------------------------------------
The Original Public House, Inc., asks the Bankruptcy Court for
authority to use cash collateral to (a) pay reasonable and
necessary expenses in order to operate and maintain its business,
(b) pay statutory fees as wells as allowed fees and expenses
payable to professionals persons retained by an order of the
Bankruptcy Court. The expenses total $47,380 for a two-week
period, of which $17,500 is for payroll and $14,200 for inventory.
The Debtor estimates its receivables for the two weeks at $50,000.
As adequate protection, the Debtor proposes to grant properly
perfected creditors with (i) automatically deemed perfected
replacement liens and (ii) carve-out for unpaid fees of the Clerk
of the Bankruptcy Court and the Office of the U.S. Bankruptcy
Administrator, statutory fees, and the aggregate allowed unpaid
fees and expenses payable to professionals retained pursuant to a
Court order.
About Original Public House
The Original Public House, Inc., operates a restaurant in
Huntsville, Alabama, which is commonly known as "The Original
Public House / Beauregard's". The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ala. Case No. 19-83046) on October 10,
2019, listing under $1 million in assets and liabilities. Kevin D.
Heard, Esq., at Heard, Ary & Dauro, LLC, serves as counsel to the
Debtor.
P2 UPSTREAM: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service changed P2 Upstream Acquisition Co.'s
outlook to stable, from positive, and simultaneously affirmed the
company's Caa1 corporate family rating and its Caa1-PD probability
of default rating. Moody's affirmed B2 facility ratings on P2's
first-lien senior secured debt, including its $23 million revolving
credit facility, expiring February 2020, and $288 million term
loan, maturing November 2020. Moody's also affirmed the Caa2 rating
on P2's $243 million second-lien term loan, maturing in May 2021.
The following actions were taken:
Affirmations:
Issuer: P2 Upstream Acquisition Co.
Corporate family rating, affirmed Caa1
Probability of default rating, affirmed Caa1-PD
$22.5 million senior secured, first-lien bank revolving credit
facility, expiring February 2020, affirmed B2 (LGD2)
$288 million senior secured, first-lien term loan, maturing
November 2020, affirmed B2 (LGD2)
$243 million senior secured, second-lien term loan, maturing May
2021, affirmed Caa2 (LGD5)
Outlook is changed to stable, from positive.
RATINGS RATIONALE
The change in P2 Energy's outlook to stable, from positive, is due
to poor liquidity stemming from unaddressed 2020 maturities of P2's
first-lien debt. The move to a positive outlook that Moody's took
in May 2019 had assumed adequate liquidity and an expectation that
the company would refinance its 2020 debt maturities in calendar
2019. Moody's believes P2's management is taking steps to refinance
its capital structure, but in the absence of a definitive plan,
liquidity has deteriorated and overshadows the improved operating
performance and free cash flow generation that also supported the
positive outlook.
The affirmation of P2 Energy's Caa1 CFR takes into account the
improved operating performance and pace of deleveraging that the
company has achieved in recent years. After having posted flat
revenues for fiscal years 2016 to 2018 (ending in September), P2 is
likely to realize a 6.7% gain in fiscal 2019, albeit off a very
small, $152 million base. Moody's calculates P2's June 30, 2019
adjusted debt-to-EBITDA at 7.3 times, marking a steady improvement
in leverage from having held above 8.0 and even 9.0 times for the
past several fiscal year-ends. (With the expensing of several
million dollars of capitalized software development costs,
Moody's-calculated leverage is approximately 7.7 times.) Moody's
expects P2's leverage, with and without expensing software
development, to fall by half turn by September 2020, as revenue
growth slows and margins continue to expand. Moody's expects
free-cash-flow-to-debt, an alternative leverage measure, of better
than 5% over the next 12 to 18 months, strong for the Caa1 ratings
category.
Since the industry downturn began, in mid-2014, P2 has demonstrated
its ability to keep costs in line with anticipated revenue
weakness. As such, it has sustained and even improved its
(Moody's-adjusted) EBITDA margins, to solidly into the 40%s
currently, from the mid- and upper-30%s in 2013 and 2014. The
advantages of a largely variable cost structure have enabled P2 to
generate positive annual free cash flows and maintain good cash
balances for many quarters. Until a small, late-2018 drawing that
has since been repaid, the company had not drawn on its revolver in
almost five years, and Moody's expects no incremental drawings over
the next year.
P2 Energy faces moderate Environmental, Social, and Governance
("ESG") issues, primarily in the form of aggressive financial
strategies by private equity owners Advent Capital, who, after its
initial 2013 investment, took out modest dividends from the company
in 2014 and 2015, but none since. Moody's believes there is growing
pressure on Advent to recoup its investment. Environmental
pressures are less direct than governance risks, but P2's customers
operate in the upstream oil and gas sector, which is under heavy
governmental and societal pressures to reduce consumer and
commercial dependence on fossil fuels.
The stable outlook reflects Moody's expectations for annual revenue
growth of about 5% over the next twelve to eighteen months,
continued stable and strong EBITDA margins, and
free-cash-flow-to-debt levels of at least 5.0%. Over that time,
Moody's also expects P2's adjusted-debt-to-EBITDA to ease to below
6.5 times (or slightly higher when expensing software
development).
The ratings could be downgraded in the face of evidence that a
refinancing of P2's debt will not happen. The ratings could be
upgraded if P2's debt is refinanced in a timely manner under
attractive terms.
Co-borrowers P2 Upstream Acquisition Co. and P2 Energy Solutions
Alberta ULC provide specialized software to exploration and
production companies in the oil and gas industry. P2's principal
offices are in Houston, TX, Denver, CO, and Calgary, Alberta.
Moody's expects that the company will generate revenues of roughly
$170 million for the 2020 fiscal year (ending September 2020).
The principal methodology used in these ratings was Software
Industry published in August 2018.
PALM BEACH BRAIN: Seeks to Hire Eavenson Fraser as Special Counsel
------------------------------------------------------------------
Palm Beach Brain and Spine, LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Eavenson Fraser Lunsford & Ivan, PLLC as its special counsel, nunc
pro tunc to Aug. 14, 2019.
The firm will represent the Debtor during negotiations to sell its
surgical facility in Delray Beach, Fla.
Edwin Lunsford, Esq., the firm's attorney who will be providing the
services, will charge $485 per hour. The firm will also be paid a
retainer in the amount of $5,000.
Mr. Lunsford assures the court that neither he nor his firm
represents any interest adverse to the Debtor.
The firm can be reached through:
Edwin Lunsford, Esq.
Eavenson Fraser Lunsford & Ivan, PLLC
2000 PGA Boulevard, Suite 3200A
Palm Beach Gardens, FL 33408
Phone: (561) 626-1011
Fax: (561) 626-1042
Email: ed@efli.law
About Palm Beach Brain & Spine
Palm Beach Brain & Spine -- http://www.pbbsneuro.com-- is a
medical practice providing neurosurgery, minimally invasive spine
surgery and treatment for cancer of the brain and spine.
Palm Beach Brain & Spine and two affiliates, Midtown Outpatient
Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019.
The petitions were signed by Dr. Amos O. Dare, manager.
Palm Beach Brain estimated $13,412,202 in assets and $2,685,278 in
liabilities. Midtown Outpatient estimated $6,857,558 in assets and
$2,920,846 in liabilities while Midtown Anesthesia estimated
$5,081,861 in assets.
Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton &
Kaplan, P.L. are the Debtors' counsel.
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Debtors'
bankruptcy cases.
PAUL SMITH: Assets Sale to Pay Claims in Full
---------------------------------------------
PAUL F. SMITH JR., DDS, INC, filed a Joint Plan and Disclosure
Statement that say that funds the Debtor generates from the sale of
its assets which are placed in a special account to be issued
solely for distribution to creditors and which shall be in an
amount sufficient to satisfy the distributions required under the
Plan. There are no secured and unsecured claims. Priority Claims
are not impaired, and shall be paid in accordance with the Plan
A full-text copy of the Joint Disclosure Statement dated October
30, 2019, is available at https://tinyurl.com/yyawfqhg from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Gary Cook
23880 Commerce Park, Suite 2
Beachwood, Ohio 44122
216-965-4410 Cell
Email: gcookesq@yahoo.com
About Paul F. Smith, Jr. D.D.S.
Paul F. Smith, Jr. D.D.S., Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-11251) on
March 8, 2019. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $1
million. The case is assigned to Judge Arthur I. Harris. The
Debtor tapped Gary Cook, Esq., as its bankruptcy attorney.
PERFECT BROW: Seeks to Extend Exclusivity Period to Jan. 3
----------------------------------------------------------
Perfect Brow Art, Inc. and its affiliates asked the U.S. Bankruptcy
Court for the Northern District of Illinois to extend the
exclusivity period to file a Chapter 11 plan to Jan. 3, 2020, and
the period to solicit acceptances for the plan to March 3, 2020.
On Sept. 20, the sale to Brow Art Management, LLC closed and the
companies are now winding up their operations. The companies submit
that the requested extension will afford them an opportunity to
pursue a consensual plan in light of the recently consummated sale.
About Perfect Brow Art
Perfect Brow Art, Inc., a company based in Highland Park, Ill., and
its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead
Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by
Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect
Brow Art estimated $1 million to $10 million in both assets and
liabilities while its affiliate P.B. Art Franchise estimated assets
of less than $50,000 and liabilities of less than $500,000.
Judge Carol A. Doyle oversees the cases.
The Debtors tapped Goldstein & McClintock LLLP as their bankruptcy
counsel, and Stretto as their claims and noticing agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 13, 2019. The committee tapped Sugar
Felsenthal Grais & Helsinger LLP as its legal counsel.
PURDUE PHARMA: Multi-State Group Joins Creditors Committee
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Akin Gump Strauss Hauer & Feld LLP submitted an
amended verified statement to disclose an updated list of members
of the Official Committee of Unsecured Creditors in the Chapter 11
cases of Purdue Pharma L.P., et al.
On October 21, 2019, the Creditors' Committee granted the request
of a multi-state group comprising approximately 1,222 entities,
including 1,172 cities, counties and other governmental entities,
seven Native American tribal nations, six hospital, two districts,
34 medical groups, two funds, and one veterans' class across 36
states, representing the interests of approximately 60,000,000
individuals to serve on the Committee in an ex officio capacity.
The Multi-State Group has designated Cameron County, Texas to act
as an ex officio member of the Committee.
The Debtors are pharmaceutical companies that manufacture and sell,
among other products, opioid pain medications including OxyContin
Extended-Release Tablets CII ("OxyContin"). As a result of the
Debtors' alleged role in the ongoing opioid crisis in the United
States, the Debtors have been named in more than 2,600 lawsuits
filed through the state and federal court systems. While the
Debtors have significant trade debt, current and potential public
and private litigants represent the overwhelming majority of claims
against the Debtors.
The Debtors' public creditors include, among others, states,
territories, municipalities, and Native American tribes, including
the 1,222 public entities (representing 60,000,000 people) that are
part of the Multi-State Group now represented on the Committee.
The Debtors' private litigation creditors include, among others,
hospitals, health insurance carriers, personal injury plaintiffs
(both adults and children), a class of claimants representing
children born with Neonatal Abstinence Syndrome and various birth
defects, and a class of health insurance payers that experienced
increased health insurance premiums as a result of the opioid
crisis. The public and private litigants all seek relief arising
from the national opioid crisis that Purdue and its shareholders
are alleged to have helped create. In many instances, however, the
different types of plaintiffs have brought dramatically different
causes of action based on divergent theories of liability and
damages, a circumstance that helps to explain the several ad hoc
groups that have already formed to represent both public and
private constituent groups in these cases.
On the afternoon of Thursday, September 26, 2019, the United States
Trustee for Region 2 appointed nine creditors to serve on the
Committee to act as the fiduciary for all such creditors, pursuant
to section 1102 of title 11 of the United States Code. As set forth
in the Committee's Initial Verified Statement, the Committee, as
originally constituted, comprised the following entities and
persons: (1) Blue Cross and Blue Shield Association; (2) CVS
Caremark Part D Services L.L.C. and CaremarkPCS Health, L.L.C.; (3)
Ryan Hampton; (4) Cheryl Juaire; (5) LTS Lohmann Therapy Systems,
Corp.; (6) Pension Benefit Guaranty Corporation; (7) Walter Lee
Salmons; (8) Kara Trainor; and (9) West Boca Medical Center.
The Original Committee Members represent a diverse array of
creditor interests. They also share a genuine commitment to these
cases and an appreciation for the gravity and significance of their
participation on the Committee. Each Original Committee Member
takes his, her, or its role very seriously and is fully committed
to the creditor interests the Committee represents. Moreover, each
Original Committee Member understands the Committee's fiduciary
obligations to all of Purdue's creditors, including, without
limitation, with respect to the segment of its constituency made up
of governmental units. The Committee has and shall continue to
discharge those duties enthusiastically and in full.
During the first hearing following the Committee's appointment,
counsel for the Committee explained as follows:
Both public and private litigants have asserted or will be
asserting claims against Purdue. And in many instances, such
litigants have also asserted or will assert claims against the
Sacklers and other defendants. The public and private litigants
have, in many instances, different damages theories, different
causation theories, different views about the strengths and
weaknesses of their claims and the strengths and weaknesses of the
claims of others. These different views translate into different
views as to how any proceeds received from Purdue or the Sacklers,
or indeed any opioid manufacturer or distributor or other
defendants should be allocated. Indeed, these intercreditor issues
are one of the unspoken about issues that are unfortunate byproduct
of the opioid crisis that could get in the way of efforts to
compensate, abate, and remediate. We are very aware of these issues
and we are going to do everything we can to avoid them becoming an
unnecessary and costly distraction in these cases. To that end and
to be clear as we stated in our 2019 statement . . . we do have a
fiduciary duty and will be representing the interests of all
unsecured creditors, whether they be public litigants, private
litigants, trade, or general unsecured creditors. And in that role,
we’ll be trying to among other things both increase the numerator
. . . and settle the denominator by determining the appropriate
allocation among creditors to avoid costly and time consuming
litigation. To that end, although a lot has been said about the
U.S. Trustee's statutory decision not to place governmental
entities on the official committee, the members of the committee
are not themselves concerned with anything, other than their
fiduciary duties to all unsecured creditors.
Transcript of Oct. 10, 2019 Hearing at 28:14-25 (emphasis added).
The Original Committee Members' laser focus on their fiduciary
duties has been evidenced by every action the Committee has taken
during its short existence. Among other things, the Committee
already has: (i) convened in person and by phone numerous times
each week; (ii) worked tirelessly, along with Committee advisors,
to reach consensus with the Debtors and the Sacklers regarding the
terms of the Case Stipulation Among the Debtors, the Official
Committee of Unsecured Creditors and Certain Related Parties [ECF
No. 291]; and (iii) attended multiple in-person meetings with other
parties in interest. Negotiation of the Case Stipulation was
particularly significant and required substantial time and
attention from the Committee and its professionals. Among other
things, the Case Stipulation includes a protocol and timeline for
the sharing of information and diligence from the Debtors and their
shareholders with the Committee and its advisors. Reaching
agreement on the Case Stipulation enabled the Committee to support
the Debtors' request for a preliminary injunction, thereby
providing the Debtors with the "breathing spell" from
extra-bankruptcy litigation that they requested.
Despite these efforts and more, certain parties have suggested that
the Committee somehow represents only a small subset of Purdue's
creditors because no public litigants were formally seated on the
Committee by the U.S. Trustee. To be sure, both public and private
litigants have borne and continue to bear the staggering economic
burden from the opioid crisis allegedly perpetuated by the Debtors
and their shareholders. Interestingly, one recent study concludes
that over 70% of the economic harm associated with the crisis has
been inflicted on private sector businesses and individuals. At
this time, the Committee has not yet formed a view regarding
allocation of value among creditors. In any event, from the
beginning, the Committee has demonstrated its commitment to
upholding its fiduciary duties to all unsecured creditors.
The Committee also believes that in exercising such fiduciary
obligations, it is critically important that the Committee and each
of its members hears and understands the views of the numerous
unsecured creditor constituencies in these chapter 11 cases.
Therefore, as further confirmation of its commitment, and in an
effort to allay the concerns of public creditor constituencies
regarding their representation, the Committee has granted the
request of the Multi- State Group to appoint Cameron County, Texas
as the Ex Officio Member to the Committee. The Ex Officio Member's
participation on the Committee. The Ex Officio Member's
participation on the Committee should quell the misguided concern
that the views and positions of the public litigants will not be
taken into account with respect to all of the issues the Committee
will confront.
The Committee members include the following broad cross-section of
unsecured creditors:
* Blue Cross and Blue Shield Association, a national association of
36 independent community-based Blue Cross Blue Shield companies,
provides healthcare coverage to one-third of all Americans. BCBS-
Association’s and its members' unliquidated claims arise from
payments of excessive amounts for prescription medications used by
members of the health plans they administer, and for other amounts
paid for the treatment of illnesses, injuries, and addiction
sustained by members from consumption of the Debtors' drugs, and
costs that would not have been incurred but for the actions of the
Debtors.
* CVS Caremark Part D Services L.L.C. and CaremarkPCS Health L.L.C.
are trade creditors that are parties to certain rebate agreements
with Purdue Pharma L.P. Caremark possesses various claims against
Purdue, including for unpaid rebates owed by Purdue to Caremark
under the rebate agreements for certain drugs manufactured or
developed by Purdue and included in Caremark’s formulary for
eligible beneficiaries of prescription drug plans.
* Ryan Hampton was a staffer at the White House in the Clinton
administration and became addicted to OxyContin and other
prescription opioids. He eventually became homeless and addicted to
heroin. After numerous relapses and overdoses, he eventually
overcame his addiction. He founded the Voices Project to spread
awareness about addiction and provide support to addicts, their
friends, and families. Hampton is also an author on addiction and
an expert in Public Policy, stemming from his days as a White House
aide and political organizer in Washington, D.C. Hampton's claims
are not liquidated and, when filed, will include claims based on
personal injury, including damages for inducing the unnecessary
prescription of opioid medication, resulting in severe personal
injury, addiction, overdoses, lost wages, and emotional injury.
* Cheryl Juaire's son Corey became addicted to prescription
opioids, including those manufactured by the Debtors, after a
hernia operation. His dependence worsened over time, and in 2011,
Juaire's son died of an overdose at the age of 23, leaving behind a
young daughter, for whom Cheryl is guardian ad litem. Juaire
founded Team Sharing—Massachusetts, a support group for family
members who have lost loved ones due to addiction, which has since
become a nationwide support network. Through her work with Team
Sharing and contact with her state's attorney general, Juaire
learned of the Debtors' conduct years after her son's death.
Juaire's unliquidated claims comprise as-yet unfiled litigation
claims based on the wrongful death of her son and loss of filial
consortium.
* LTS Lohmann Therapy Systems, Corp., with its affiliate LTS
Lohmann Therapie-Systeme AG are trade creditors and are engaged in
the development and manufacture of innovative drug delivery systems
such as transdermal patches and oral thin films for the
pharmaceutical industry, which treat chronic pain as well as opioid
addiction and dependence. For Purdue, LTS manufactures a
transdermal patch that delivers around-the-clock treatment of
moderate to severe chronic pain. The Debtors market and sell such
patches under the Butrans brand and generically. LTS has several
contracts with Purdue and is paid for the production of the patches
and royalty fees based upon the Debtors' sales of the patches.
* Pension Benefit Guaranty Corporation is a wholly owned United
States government corporation and agency created by the Employee
Retirement Income Security Act of 1974. PBGC's unliquidated claims
arise from statutory ERISA claims for unfunded benefit liabilities,
unpaid minimum funding contributions, and unpaid Title IV insurance
premiums owed with respect to each PBGC-insured pension plan.
* Walter Lee Salmon's daughter became addicted after being
prescribed opioids, including those manufactured by the Debtors,
while recovering from an automobile accident. As a result of her
opioid dependency during pregnancy, Salmon's two grandchildren,
which he raises along with his daughter, were born with NAS.
Salmon, along with his family members, seek to be named as class
representatives in a lawsuit seeking to establish a medical
monitoring program for children born addicted to opioids and
securing compensation for those children. Salmon's unliquidated
claims comprise a putative class action filed in the multi-district
litigation currently pending in the Northern District of Ohio
seeking medical monitoring and personal injury damages.
* Kara Trainor's son was exposed to opioids in utero as a result of
her use of opioids prescribed to her. When Trainor's son was born,
he exhibited signs of, and was diagnosed with, NAS. As a result, he
spent the first months of his life in an intensive care unit being
treated for drug addiction withdrawal, and mental and physical
issues and ailments, including developmental delays, vision
problems, and incontinence. Trainor's son faces a lifetime of
latent medical and emotional conditions, including brain damage,
muscular-skeletal developmental disorders, speech and language
disorders, cognitive developmental disorders, psychiatric
disorders, emotional development disorders, behavioral disorders,
and increased risk of addiction. Trainor filed an action against
Purdue alleging numerous causes of action: public nuisance;
negligence; breach of implied warranty; breach of implied warrant
for fitness for a particular purpose; fraudulent misrepresentation;
fraudulent concealment; negligent misrepresentation; strict
products liability for failure to warn;
negligence for failure to warn; products liability; and punitive
damages.
* West Boca Medical Center and its affiliates are part of Tenet
Healthcare, one of the largest hospital systems in the United
States. West Boca filed a complaint in the MDL. The action
commenced by West Boca asserts multiple causes of action against
the Debtors, including RICO violations, deceptive and unfair trade
practices, misleading advertising, breach of implied warranty,
negligence, nuisance and unjust enrichment, and was selected as the
bellwether for hospital cases in the MDL.
Ex Officio Member:
Cameron County, Texas has been nominated by the Multi-State Group
to serve as its representative and sit as an ex officio member of
the Committee. The Multi-State group comprises 1,222 entities,
including 1,172 cities, counties and other governmental entities,
seven Native American tribal nations, six hospital, two districts,
34 medical groups, two funds, and one veterans' class across 36
states. The members of the Multi-State Group represent a cumulative
population of approximately 60,000,000 individuals impacted by the
opioid crisis and have brought numerous and varied claims,
including class actions, against the Debtors and their
shareholders.
As of Nov. 1, 2019, the Committee member, including the Ex Officio
Member and their disclosable economic interests are:
(1) Blue Cross and Blue Shield Association
1310 G Street NW
Washington, DC 20005
* Unliquidated unsecured claim of at least between $68.8
billion and $78.6 billion.
(2) CVS Caremark Part D Services L.L.C. and CaremarkPCS Health,
L.L.C.
2211 Sanders Road
NBT-9 Northbrook, IL 60062
* Combined unsecured claims of in excess of $60 million plus
unliquidated amounts, subject to further analysis and
reconciliation.
(3) Ryan Hampton
c/o Anne Andrews
Andrews Thornton
4701 Von Karman, Suite 300
Newport Beach, CA 92660
* Unliquidated unsecured claim on the basis of personal
injury, including addiction, overdoses, lost wages, and
emotional injury.
(4) Cheryl Juaire
c/o Anne Andrews
Andrews Thornton
4701 Von Karman, Suite 300
Newport Beach, CA 92660
* Unliquidated unsecured claim on the basis of wrongful death.
(5) LTS Lohmann Therapy Systems Corp.
21 Henderson Dr.
West Caldwell, NJ 07006
* Unsecured claims totaling an estimated $3,300,000.
(6) Pension Benefit Guaranty Corporation
1200 K Street
NW Washington, DC
20005-4026
* Unliquidated unsecured claim of at least $139,000,000.
(7) Walter Lee Salmons
c/o Kevin W. Thompson
2030 Kanawha Blvd. E.
Charleston, WV 25311
* Unliquidated unsecured class claim on the basis of medical
monitoring costs and unliquidated unsecured class claim for
direct compensation to each NAS victim.
(8) Kara Trainor
c/o Celeste Brustowicz
Cooper Law Firm, LLC
1525 Religious Street
New Orleans, LA 70130
* Unliquidated unsecured claim for medical, physical, and
addiction monitoring, and unliquidated unsecured claim for
personal injuries.
(9) West Boca Medical Center
21644 Florida Highway
Boca Raton, FL 33428
* Unliquidated unsecured claim of at least $7 billion.
Ex Officio Member:
(1) Cameron County, Texas
c/o Juan A. Gonzalez
Cameron County Courthouse
Civil Legal Division
East Monroe Street
Brownsville, Texas 78520
* Unliquidated claims.
Proposed Counsel to the Official Committee of Unsecured Creditors
of Purdue Pharma L.P., et al. can be reached at:
AKIN GUMP STRAUSS HAUER & FELD LLP
Ira Dizengoff, Esq.
Arik Preis, Esq.
Mitchell Hurley, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
E-mail: idizengoff@akingump.com
apreis@akingump.com
mhurley@akingump.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/LRZtcF
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
QUORUM HEALTH: Incurs $75.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Quorum Health Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to the Company of $75.92 million on $419.90 million of
net operating revenues for the three months ended Sept. 30, 2019,
compared to a net loss attributable to the Company of $53.94
million on $460.50 million of net operating revenues for the three
months ended Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, Quorum Health reported a
net loss attributable to the Company of $131.80 million on $1.30
billion of net operating revenues compared to a net loss
attributable to the Company of $179.51 million on $1.41 billion of
net operating revenues for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, Quorum Health had $1.52 billion in total
assets, $1.72 billion in total liabilities, $2.27 million in
redeemable noncontrolling interest, and a total deficit of $203.36
million.
"In the third quarter, we saw tangible evidence that our strategic
initiatives are taking hold, with growth in both adjusted
admissions and patient acuity. At the same time, we have
experienced what we believe is a short-term deterioration in our
revenue cycle performance, which accelerated as we approached the
transition of our revenue cycle services to R1 RCM on October 1 of
this year. Primarily due to this deterioration in our revenue
cycle performance, we've adjusted our 2019 outlook downward. The
transition of our back-office functions to R1 RCM began on October
1, 2019, and we have already begun to see improvement in many
aspects of our revenue cycle activities. Going forward, we remain
confident that R1 RCM will have a transformative impact on our
business and the communities we serve," said Bob Fish, Quorum
Health's president and chief executive officer.
Financial results for the third quarter ended September 30, 2019
reflect the following:
* Compared to the third quarter of 2018, same-facility net
patient revenues decreased 2.5% or $9.2 million, while same-
facility net patient revenues per adjusted admission
decreased 2.7%. The decrease in same-facility net patient
revenues and net patient revenues per adjusted admission
were primarily attributable to the following:
-- An estimated $8 million impact from a decline in
collectability on self-pay accounts receivable
attributable to the aforementioned deterioration of
revenue cycle activities ahead of the transition of
these functions to R1 RCM;
-- A $4.2 million impact from a change in the timing of
the Company's recognition of revenues associated with
the sale of property tax credits in Illinois compared
to the third quarter of 2018; and
-- A $2.0 million impact as a result of the Company being
unable to recognize revenues associated with the
California Hospital Quality Assurance Fee program in
the third quarter of 2019, which were recognized in
the third quarter of 2018. The Company was unable to
recognize these revenues as a result of having
insufficient information regarding the HQAF VI program
which began July 1, 2019. The Company expects that it
will be able to recognize revenues from the HQAF
program again in the fourth quarter of 2019.
* Same-facility adjusted admissions increased 0.2% compared to
the same period in 2018 and was primarily driven by a 2.5%
increase in outpatient surgeries, which was partially offset
by a 5.9% decrease in same-facility admissions and a 11.7%
decrease in same-facility inpatient surgeries. The
offsetting volume decreases were primarily attributable to
the Company's decision to discontinue certain
underperforming service lines in the second quarter of 2019.
* Cash flows from operating activities during the third
quarter of 2019 were $25.2 million and included $6.6 million
of cash costs associated with the closure of MetroSouth
Medical Center in Blue Island, Illinois.
* As of Sept. 30, 2019, the Company had $1.2 billion of
long-term debt and $44.4 million of cash. The Company had
$777.7 million outstanding on its Term Loan Facility and
$25.0 million outstanding on its ABL Credit Facility. The
Company's Net Secured Leverage Ratio as defined under the
current Senior Credit Facility was 4.49 to 1.00, implying
additional borrowing capacity of $89.6 million as of
Sept. 30, 2019.
Divestiture Update
* On Sept. 30, 2019, the Company completed the divestiture of
106-bed Watsonville Community Hospital in Watsonville,
California to Halsen Healthcare. Cash proceeds from the
transaction were approximately $39.9 million. Subsequent to
the end of the third quarter, the Company used the proceeds
from this transaction to repay outstanding principal on its
Term Loan Facility.
* As previously noted, the Company discontinued all hospital
operations at 314-bed MetroSouth Medical Center in Blue
Island, Illinois on Sept. 30, 2019. The Company recognized
$6.6 million of cash closure costs in the third quarter and
expects to recognize an additional $3.0 million to $5.0
million of cash costs associated with the closure of this
facility in the fourth quarter of 2019.
Commenting on the Company's financial outlook, Alfred Lumsdaine,
Quorum Health's executive vice president and chief financial
officer said, "We are lowering our financial outlook for the year
in-light of our third quarter results, particularly the
deterioration in the performance of our revenue cycle activities
and a slower than expected realization of certain cost reduction
initiatives. Given our results year-to-date and our expectations
for the full year of 2019, we expect to enter into discussions with
our secured lenders with the goal of modifying our covenants to
ensure that we have the time and flexibility required to navigate
this time of transition in our business. Long term, we continue to
see tremendous opportunity for growth and improved profitability as
our revenue cycle normalizes and improves through our relationship
with R1 RCM."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/D1hVpz
About Quorum Health
Headquartered in Brentwood, Tennessee, Quorum Health --
http://www.quorumhealth.com-- is an operator of general acute care
hospitals and outpatient services in the United States. As of
Sept. 30, 2019, the Company owned or leased 24 hospitals in rural
and mid-sized markets located across 14 states and licensed for
2,038 beds. Through Quorum Health Resources LLC, a wholly-owned
subsidiary, the Company provides hospital management advisory and
healthcare consulting services to non-affiliated hospitals across
the country. Over 95% of the Company's net operating revenues are
attributable to its hospital operations business. The Company's
headquarters are located in Brentwood, Tennessee, a suburb south of
Nashville. Shares in Quorum Health Corporation are traded on the
NYSE under the symbol "QHC." More information about the Company
can be found on its website at www.quorumhealth.com.
Quorum Health incurred net losses attributable to the Company of
$200.24 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016. As of June 30, 2019, Quorum Health had $1.56 billion in
total assets, $1.69 billion in total liabilities, $2.27 million in
redeemable non-controlling interests, and a total deficit of
$129.80 million.
* * *
As reported by the TCR on May 20, 2019, S&P Global Ratings lowered
its issuer credit rating on Brentwood, Tenn.-based Quorum Health to
'CCC' from 'CCC+' with negative outlook. S&P said the downgrade
reflects weak operating performance in the first quarter of 2019, a
slower-than-expected pace of divestitures, and greater prospects
for a covenant violation and possible debt restructuring, adding
that the company has only divested one of the eight planned
hospital divestitures for 2019.
RALPH BURNETT: Has $1.24M Offer for Santa Anna Property
-------------------------------------------------------
Ralph Maxwell Burnett, III and Shelley Lynn Burnett ask the U.S.
Bankruptcy Court for the Central District of California to
authorize the sale of their interest in the residential real estate
located at 13341 Sandhurst Place, Santa Ana, California, APN
395-062-03, to Raul Cuellar and Erika C. Casas for $1.24 million,
free and clear of liens (with known liens to be paid through
escrow), pursuant to the terms and conditions set forth in their
California Residential Purchase Agreement and Escrow Instructions,
subject to overbid.
A hearing on the Motion is set for Nov. 13, 2019 at 10:00 a.m.
The Property is currently owned by the Debtors as their primary
residential real estate. It has a fair market value of $1.25
million. The Debtors believe that the proposed sale to the Buyers
on the terms stated is in the best interests of the Estate, and the
Debtors are proposing that the offer be subject to overbid.
At no time has any offer for the sale of the Property been made in
excess of the $1.24 million. The Debtors agree that the property
would not sell on the open market for more than the $1.24 million.
They base their valuation upon their knowledge of the property, its
condition, the rental market, the area where the property is
located, and the actual sales price of similar properties in the
immediate area.
The Buyers are not related to anyone connected with the Debtor, the
Estate, the Office of the US Trustee or the Court. They're not
"insider" of any of those stated parties. Commission charges in
the estimated amount of $31,000. Escrow, title and miscellaneous
costs are reflected in the Seller's Estimated Settlement Statement
(Exhibit D). Under the foregoing terms, the sale of the Property
is projected to yield no less than $56,393 in net proceeds for the
Estate
The Debtors are informed that the Property is encumbered by the
following: A deed of trust in favor of Superior Loan Servicing in
the amount of $987,915.
The Debtors propose to distribute the sale proceeds for the payment
of the costs of sale as follows: (i) for normal closing costs,
including escrow and title costs; (ii) for the payment of real
estate taxes owing on the Property, if any; (iii) for the payment
of all liens on the property; (iv) for payment of real estate
commissions; and (v) for such other unanticipated incidental or
nominal items as may be necessary to close escrow on the Property,
pursuant to a demand in distribution.
The Debtors ask the Court to authorize them to hold the remaining
funds from the liquidation of the Property in their DIP account,
and to distribute said funds only in accordance with a confirmed
Chapter 11 Plan or further order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Ralph_Burnett_32_Sales.pdf
Ralph Maxwell Burnett, III and Shelley Lynn Burnett sought Chapter
11 protection (Bankr. C.D. Cal. Case No. 19-13493) on Sept. 9,
2019. The Debtors tapped Michael Jones, Esq., at M Jones &
Associates, PC, as counsel.
REALOGY GROUP: S&P Lowers ICR to 'B+'; Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Madison,
N.J.--based real estate service company Realogy Group LLC to 'B+'
from 'BB-' and the issue-level rating on the senior secured debt to
'BB' from 'BB+'.
The downgrade reflects the company's weak operating performance and
S&P's expectation for debt leverage to remain above 5x over the
next 12 months. In the third-quarter 2019, despite improving trends
in NRT agent growth, overall transaction volume meaningfully
underperformed industry forecasts. Since 2018, significant
competitive pressure and rapid growth of SoftBank-backed Compass, a
technology-enabled independent real estate broker, has resulted in
meaningful turnover of Realogy's productive sales agents and higher
agent commissions. S&P believes Compass will continue to disrupt
the market and gain share if Softbank's financial policy doesn't
change and the U.S. courts side with Compass.
S&P said the negative outlook reflects the risk that it could lower
its ratings over the next 12 months if it expects adjusted leverage
to remain above 6x as a result of weaker-than-expected operating
performance or debt repayments. Nevertheless, under its base-case
scenario, S&P expects EBITDA margins in the 12% area and leverage
to decline to the low-5x area.
"We could lower the rating if revenues and EBITDA margins decline
more than expected because of an economic slowdown, unfavorable
housing trends, or competitive pressures such that leverage stays
above 6x," S&P said.
"We could revise our outlook to stable if we expect leverage to
decline and remain below 5x. In this scenario, the company will
make meaningful progress in its turnaround and debt reduction
initiatives such that operating performance meets or exceed the
industry and we are increasingly confident that economic conditions
will support profitability," the rating agency said.
RESTAURANT BRANDS: S&P Rates New $4.57BB Term Loan 'BB+'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '2'
recovery rating to Restaurant Brands International Inc.'s (RBI)
proposed $4.57 billion term loan B due in 2026. The '2' recovery
rating indicates S&P's expectation for substantial recovery to
lenders (70%-90%; rounded estimate: 75%).
At the same time, S&P raised its issue-level ratings on the
company's other first-lien debt instruments to 'BB+' from 'BB' and
revised its recovery ratings to '2' from '3'. The rating agency
also affirmed its 'B+' issue-level rating on the second-lien notes
with a '6' recovery rating. Its 'BB' issuer credit rating and
stable outlook are unchanged.
As part of this transaction, S&P expects RBI will issue $1 billion
in other debt and draw $500 million on its $1 billion revolving
credit facility due in 2024. The combined $1.5 billion proceeds
will be used to pay down the remainder of the $6.1 billion current
outstanding balance of its term loan B and extend the maturity to
November 2026 from February 2024. S&P views this transaction as
leverage neutral and forecast it will keep lease-adjusted debt to
EBITDA in the 5x area in 2019, in line with the rating agency's
expectations.
RBI continues to demonstrate strong top-line trends, demonstrated
by 6% revenue growth in the third quarter, ended Sept. 30, 2019.
Increased global restaurant count and strong same-store sales
performance at Burger King and Popeyes drove overall sales growth.
S&P expects company initiatives, including product and menu
development, restaurant renovations, and improved marketing
campaigns will continue to drive positive sales trends resulting in
low- to mid-single-digit-percentage EBITDA growth over the coming
12 months.
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery rating revisions take into consideration the
term loan B reduction and $1 billion in new debt.
-- S&P simulates a default scenario to assess the recovery
prospects on subsidiary 1011778 B.C. Unlimited Liability Co.'s
secured first-lien credit facility and first-lien notes, based on
its estimated emergence valuation.
-- The recovery rating on the second-lien notes reflects their
junior ranking in the capital structure and S&P's expectation of
negligible recovery prospects once priority claims are satisfied.
-- S&P's default scenario incorporates a steep decline in revenue
and EBITDA from economic weakness and contraction in consumer
discretionary spending.
-- This scenario also envisions a loss of market share because of
an intensifying competitive environment in the quick-service and
broader restaurant industries.
-- The 6x multiple is greater than the restaurant peer average
multiple because of RBI's significant franchised base.
Simulated default assumptions
-- Simulated year of default: 2024
-- EBITDA at emergence: $1.1 billion
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $6.3
billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Revolving credit facility claims (assumes 85% draw at default):
$882 million*
-- Secured first-lien debt: $8.3 billion*
-- Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Secured second-lien debt: $3.9 billion*
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months of prepetition interest.
RL BROOKS TRUCKING: Seeks to Hire Spence Custer as Counsel
----------------------------------------------------------
RL Brooks Trucking, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Spence
Custer Saylor Wolfe & Rose, LLC, as counsel to the Debtor.
RL Brooks Trucking requires Spence Custer to:
a. provide advice and assistance of counsel to represent the
Debtor's interest in the case;
b. complete the filing of the appropriate schedules;
c. advise the Debtor regarding its rights, options, and
obligations under the Chapter 11 proceedings; and
d. aid in formulating and proposing a Plan and Disclosure
Statement relating thereto, as well and such other matters
as may arise during the pendency of the case.
Spence Custer will be paid at the hourly rate of $300.
Spence Custer will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin J. Petak, partner of Spence Custer Saylor Wolfe & Rose, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Spence Custer can be reached at:
Kevin J. Petak, Esq.
SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
1067 Menoher Boulevard
Johnstown, PA 15905
Tel: (814) 536-0735
Fax: (814) 539-1245
E-mail: kpetak@spencecuster.com
About RL Brooks Trucking
RL Brooks Trucking, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70617) on Oct. 2,
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 Jeffery A. Deller.
Kevin J. Petak, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC,
is the Debtor's legal counsel.
S.A. SPECIALTIES: Seeks to Hire Langley & Banack as Attorney
------------------------------------------------------------
S.A. Specialties San Antonio, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Langley & Banack, Inc., as attorneys to the Debtor.
The Firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
Langley & Banack will be paid at these hourly rates:
David S. Gragg, Esq. $450
William R. Davis, Jr., Esq. $400
The Debtor paid Langley & Banack a retainer in the amount of
$13,283, plus $1,717 filing fee.
Langley & Banack will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William R. Davis, Jr., partner of Langley & Banack, Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Langley & Banack can be reached at:
William R. Davis, Jr., Esq.
LANGLEY & BANACK, INC.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Tel: (210) 736-6600
E-mail: wdavis@langleybanack.com
About S.A. Specialties San Antonio
Founded in 2004, S.A. Specialties San Antonio --
https://saspecialties.com/ -- is an air conditioning, heating, and
insulation company. It installs and repairs air conditioning and
heating systems; inspects ductwork systems; and installs and
repairs gas, electric, and heat pumps.
S.A. Specialties San Antonio, LLC, based in San Antonio, TX, filed
a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-52405) on
October 1, 2019. The Hon. Craig A. Gargotta presides over the case.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Jason A. Roberds, managing member.
SANDRA W. RUTHERFORD: Reaves Offers $1.7M for Cross Lanes Property
------------------------------------------------------------------
The Sandra W. Rutherford Revocable Trust Agreement, asks the U.S.
Bankruptcy Court for the Southern District of West Virginia to
authorize the sale to Jeremy A. Reaves of (i) the real estate and
the appurtenances and fixtures thereto owned by the Debtor located
at 131 Goff Mountain Road, Cross Lanes, Kanawha County, West
Virginia, consisting of 1.88 acres for $200,000; and (ii) all of
the personal property located at the Cross Lanes Property owned by
the non-debtor affiliate, The Rutherford Group, LLC, including
furniture, trade, fixtures, and equipment, for $1.5 million.
The Debtor and the Rutherford Group have entered into an agreement
with the Purchaser for the sale of the Debtor's Cross Lanes Real
Property and the Rutherford Group's Cross Lanes Personal Property
for the combined cash sum of $1.7 million. As stated in the
Agreement for Purchase and Sale of Real Property (Commercial), $1.5
million of the purchase price is allocated to the Cross Lanes Real
Property and $200,000 is allocated to the Cross Lanes Personal
Property.
The Purchaser has made a $10,000 earnest money deposit to the
counsel for the Purchaser. The payment terms of the Agreement
provide for the payment of cash for the balance at closing.
The sale of the Cross Lanes Real Property will be free and clear of
liens with liens to attach to the proceeds.
Putnam County Bank holds a first priority Deed of Trust lien, as
well as a security interest in the personal property. Any unpaid
real estate taxes and costs of closing will be paid at closing,
with all remaining net proceeds attributable to the sale of the
Cross Lanes Real Property being paid to Putnam County Bank.
The Cross Lanes Personal Property is not estate property and,
therefore, will not be sold pursuant to 11 U.S.C. Section 363. All
parties with an interest in the Cross Lanes Personal Property will
be notified of the sale by service of the Notice, Motion, and
Proposed Sale Order.
The $200,000 in proceeds attributable to the Cross Lanes Personal
Property will be paid to lienholders pursuant to the priority of
their liens under state law. In the event all liens on the Cross
Lanes Personal Property exceed $200,000, the Purchaser will be
entitled to purchase only the Cross Lanes Real Property for $1.5
million.
After being marketed for several months, the offer described is the
highest and best offer received by the Debtor for the Cross Lanes
Real Property.
The Agreement permits the Purchaser 45 days from the entry of the
order approving the sale of the Cross Lanes Real Property and Cross
Lanes Personal Property to conduct due diligence. Once the 45-day
due diligence period has expired, the Purchaser must close within
30 days.
No real estate broker is involved with the transaction, and no sale
proceeds will be used to pay any broker fee or commission.
In the Agreement, the Debtor and the Rutherford Group agree to
reject the verbal Lease between the Debtor and The Rutherford Group
for the premises located at 131 Goff Mountain Road, Cross Lanes,
West Virginia.
The Debtor urges the Court's approval of the sale as being
undertaken in an exercise of the Debtor's business judgment and as
being in the best interests of its estate and the Debtor’s
creditors. The Rutherford Group joins in the Motion to acknowledge
its consent and agreement to the sale of the Cross Lanes Personal
Property pursuant to the Agreement.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Sandra_W_Rutherford_158_Sales.pdf
About The Sandra W. Rutherford
Revocable Trust Agreement
Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005,
As A Business Trust is a business trust in Lexington, Kentucky.
Sandra W. Rutherford sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30475) on Nov. 14,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million. Judge Frank W. Volk oversees the case. The Debtor tapped
Caldwell & Riffee as its legal counsel.
SANDRA W. RUTHERFORD: Reaves Offers $1.7M for Kanawha City Property
-------------------------------------------------------------------
The Sandra W. Rutherford Revocable Trust Agreement, asks the U.S.
Bankruptcy Court for the Southern District of West Virginia to
authorize the sale to Jeremy A. Reaves of (i) the real estate and
the appurtenances and fixtures thereto owned by the Debtor located
at 5505 MacCorkle Avenue SE, Charleston, Kanawha County, West
Virginia, consisting of 0.917 acres, for $1.5 million; and (ii) all
of the personal property located at the Kanawha City Property owned
by non-debtor affiliate, The Rutherford Group, LLC, including
furniture, trade, fixtures, and equipment, for 200,000.
The Debtor and the Rutherford Group have entered into an agreement
with the Purchaser for the sale of the Debtor's Cross Lanes Real
Property and the Rutherford Group's Cross Lanes Personal Property
for the combined cash sum of $1.7 million. As stated in the
Agreement for Purchase and Sale of Real Property (Commercial), $1.5
million of the purchase price is allocated to the Kanawha City Real
Property and $200,000 is allocated to the Kanawha City Personal
Property.
The Purchaser has made a $10,000 earnest money deposit to the
counsel for the Purchaser. The payment terms of the Agreement
provide for the payment of cash for the balance at closing.
The sale of the Kanawha City Real Property will be free and clear
of liens with liens to attach to the proceeds.
City National Bank holds a first priority Deed of Trust lien, as
well as a security interest in the personal property. Any unpaid
real estate taxes and costs of closing will be paid at closing,
with all remaining net proceeds attributable to the sale of the
Kanawha City Real Property being paid to City National Bank.
The Kanawha City Personal Property is not estate property and,
therefore, will not be sold pursuant to 11 U.S.C. Section 363. All
parties with an interest in the Kanawha City Personal Property will
be notified of the sale by service of the Notice, Motion, and
Proposed Sale Order.
The $200,000 in proceeds attributable to the Kanawha City Personal
Property will be paid to lienholders pursuant to the priority of
their liens under state law. In the event all liens on the Kanawha
City Personal Property exceed $200,000, the Purchaser will be
entitled to purchase only the Kanawha City Real Property for $1.5
million.
The $200,000 in proceeds attributable to the Cross Lanes Personal
Property will be paid to lienholders pursuant to the priority of
their liens under state law. In the event all liens on the Cross
Lanes Personal Property exceed $200,000, the Purchaser will be
entitled to purchase only the Cross Lanes Real Property for $1.5
million.
After being marketed for several months, the offer described is the
highest and best offer received by the Debtor for the Kanawha City
Real Property.
The Agreement permits the Purchaser 45 days from the entry of the
order approving the sale of the Kanawha City Real Property and
Kanawha City Personal Property to conduct due diligence. Once the
45-day due diligence period has expired, the Purchaser must close
within 30 days.
No real estate broker is involved with the transaction, and no sale
proceeds will be used to pay any broker fee or commission.
In the Agreement, the Debtor and the Rutherford Group agree to
reject the verbal Lease between the Debtor and The Rutherford Group
for the premises located at 5505 MacCorkle Avenue SE, Charleston,
West Virginia 25304.
The Debtor urges the Court's approval of the sale as being
undertaken in an exercise of the Debtor's business judgment and as
being in the best interests of its estate and the Debtor’s
creditors. The Rutherford Group joins in the Motion to acknowledge
its consent and agreement to the sale of the Kanawha City Personal
Property pursuant to the Agreement.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Sandra_W_Rutherford_162_Sales.pdf
About The Sandra W. Rutherford
Revocable Trust Agreement
Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005,
As A Business Trust is a business trust in Lexington, Kentucky.
Sandra W. Rutherford sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30475) on Nov. 14,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million. Judge Frank W. Volk oversees the case. The Debtor tapped
Caldwell & Riffee as its legal counsel.
SAVE MONEY: Full Payment Plan Has Dec. 5 Confirmation Hearing
-------------------------------------------------------------
Save Money and Retain Temperature, LLC, has won conditional
approval of the disclosure statement explaining its Chapter 11
Plan.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
Dec. 5, 2019 at 3:00 p.m. in Tampa, FL − Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Objections to confirmation must be filed and served no later than
seven days before the date of the Confirmation Hearing. Parties in
interest are required to submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.
As reported in the TCR, the Debtor filed a Plan of Reorganization
and Disclosure Statement that say that the Debtor's newfound
stability will allow it to effectively execute this Plan that
provides 100% recovery for not only the secured creditors, but the
unsecured creditors as well.
A full-text copy of the Disclosure Statement dated Oct. 21, 2019,
is available at https://tinyurl.com/y5wtsrp3 from PacerMonitor.com
at no charge.
About Save Money and Retain Temperature
Save Money and Retain Temperature, LLC, is an insulation contractor
in Tampa, Fla., which specializes in roofing, siding and sheet
metal work.
Save Money and Retain Temperature sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on
April 30, 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. Santana, Byrd & Jaap, P.A., is the
Debtor's counsel.
SCOUT MEDIA: Appeals Court Tosses Claim for Paid Time Off
---------------------------------------------------------
In the case captioned WILLIAM SORNSIN, an individual, MARC T. BECK,
an individual, ROBERT GOREE, an individual, AARTI VARMA, an
individual, EVAN W. LEWIS, an individual, BENJAMIN G. JOLDERSMA, an
individual, BRIAN N. KU, an individual, DAMIEN JOLDERSMA, an
individual, DONALD J. CLORE, an individual, JOSEPH C. WRIGHT, an
individual, Appellants, v. SCOUT MEDIA, INC., a Delaware
corporation, CRAIG and JANE DOE MALLITZ, and their marital
community, CRAIG AMAZEEN, an individual, JOE and JANE DOE ROBINSON,
and their marital community; TAMMER and JANE DOE FAHMY, and their
marital community, PILOT GROUP GP, LLC, a Delaware corporation, and
JANE and JOHN DOES 1 through 8, Respondents, No. 78278-9-I (Wash.
App.), 10 former employees of Scout Media Inc. appeal the trial
court's summary dismissal of their claim for unpaid wages. The
former employees assert an affirmative statutory entitlement to
payment for accrued paid time off (PTO) that they did not use
before they voluntarily quit.
Because they have no statutory right to payment and do not claim a
contractual right, the Court of Appeals of Washington affirms the
lower court ruling.
On July 10, 2016, many members of the technology team of Scout
Media Inc., including appellants, resigned at the same time without
prior notice. The parties agree that Scout Media paid appellants
all salary earned as of their date of resignation and did not pay
appellants for their accrued and unused PTO. Scout's employee
manual addresses "PTO Pay Upon Termination." It states, in relevant
part, "Employees will be paid out 70% of PTO they have accrued at
employment end. . . Scout reserves the right to withhold any and
all PTO time if an employee neglects to give a two-week notice of
termination regardless of position or length of service."
In early December 2016, Scout Media filed Chapter 11 bankruptcy
proceedings. Later that month, appellants filed a lawsuit against
Scout Media, Scout Media's former president and former directors,
and Pilot Group GP LLC, a former investor in Scout Media's parent
company, claiming failure to pay wages and unjust enrichment.
Appellants later dismissed their claim of unjust enrichment and
their claim against Pilot Group. Both parties filed motions for
summary judgment. The court denied appellants' motion and granted
Scout's motion. Appellants appeal.
Appellants make three claims: (1) they have an affirmative
statutory right to payment of their accrued PTO, (2) the individual
respondents are liable to them for the balance of their accrued PTO
and for double damages because Scout's board of directors
instructed Scout not to pay them for their accrued PTO, and (3)
they are entitled to prejudgment interest on their unpaid PTO. The
Appeals Court disagrees.
Appellants assert that they have an affirmative statutory
entitlement to payment for their accrued PTO because hours worked
determines the amount of accrued PTO, placing PTO within the
definition of "wages" under former RCW 49.46.010(2). Scout responds
that an employee's right to PTO is only contractual.
Appellants rely on cases where Washington courts have looked to
former RCW 49.46.010(2)'s definition of "wages" to define "wages"
in other statutory provisions. RCW 49.46.010(7), formerly RCW
49.46.010(2), defines "wages" as "compensation due to an employee
by reason of employment." Appellants assert that McGinnity v.
AutoNation, Inc.7 shows that unpaid vacation benefits are wages
under this definition and Naches Valley School District No. JT3 v.
Cruzen8 shows that a sick leave cash-out represents wages. These
cases do not establish an affirmative statutory entitlement to
payment for accrued PTO for two reasons.
First, each case examined whether the contested benefit was "wages"
within the meaning of RCW 49.48.030, a fee-shifting statute
allowing an employee to recover attorney fees in any action in
which the employee successfully recovers wages or salary owed to
him. RCW 49.48.030 is a remedial statute that must be construed
liberally in favor of the employee. McGinnity's and Cruzen's
characterization of unpaid vacation and sick leave as wages is
specific to this remedial attorney fees statute. It is not at issue
here.
Second, the contested benefits were contractual, not statutory. In
McGinnity, plaintiffs prevailed on their breach of contract claim
for loss of vacation benefits. And in Cruzen, the language of the
collective bargaining agreement (CBA) at issue required that the
school district pay teachers for their sick leave accrued for the
contract period. Neither case involved failure to pay a statutorily
required amount, like a minimum wage or overtime.
In addition, Scout cites two cases from other jurisdictions to
persuade this court that an employer may condition payment of
accrued benefits on conditions precedent. In Chipman v. Northwest
Healthcare Corp., Applied Health Services, Inc.,23 the Supreme
Court of Montana stated, "The right to earn compensation for
personal time may be subject to reasonable restrictions and
conditions precedent." And in Lee v. Fresenius Medical Care,
Inc.,24 the Supreme Court of Minnesota stated, "[E]mployers are
permitted to set conditions that employees must meet in order to
exercise their earned right to vacation time with pay[, including]
the right to accrued vacation 'wages,' whether in the form of
actual paid time off or payment in lieu of paid time off." Scout's
appellate counsel stated during oral argument that he is unaware of
any in-state or out-of-state authority prohibiting an employer from
conditioning payment for accrued PTO. Appellants have not cited
any. And appellants did not comply with the manual's requirement
that employees provide two weeks' notice of termination to receive
70% of their accrued PTO.
A copy of the Court's Opinion dated Oct. 14, 2019 is available at
https://bit.ly/2PJPaQn from Leagle.com.
Duncan Calvert Turner, Badgley Mullins Turner, PLLC, 19929
Ballinger Way Ne Ste 200, Shoreline, WA, 98155-8208, Daniel Andrew
Rogers, Badgley Mullins Turner, PLLC, 19929 Ballinger Way Ne Ste
200, Shoreline, WA, 98155-8208, Counsel for Appellant(s).
Stephen Charles Willey, Savitt Bruce & Willey LLP, 1425 4th Ave Ste
800, Seattle, WA, 98101-2272, Sarah Gohmann Bigelow, Savitt Bruce &
Willey LLP, 1425 4th Ave Ste 800, Seattle, WA, 98101-2272, Counsel
for Respondent(s).
About Scout Media, Inc.
Scout Media, Inc., is a privately held digital sports media
Company
that publishes and distributes content related to the National
Football League, fantasy sports, college football and basketball,
high school recruiting, hunting, fishing, outdoors, military, and
history. Scout Media owns and operates a digital network of 150
team-specific, credentialed publishers, and their respective
social
communities. Scout Media is the only sports network with a
full-time video channel for every NFL and major college team.
North American Membership Group Holdings, Inc., bought Scout Media
from Scout Media in 2013.
An involuntary Chapter 11 petition was filed against Scout Media,
Inc. (Bankr. S.D.N.Y. Case No. 16-13369) on Dec. 1, 2016, by LSC
Communications, Inc. f/d/b/a R.R. Donnelley & Sons Co., On Safari
Foods, and Imatch. The petitioners are represented by Joy R.
Grafton, Esq., at Popper & Grafton.
The Debtors hired Womble Carlyle Sandridge & Rice, LLP as counsel,
Sherwood Partners, Inc. as financial advisor, and Epiq Bankruptcy
Solutions, LLC as administrative advisor and claims and noticing
agent.
On Dec. 8, 2016, affiliates of Scout Media filed a voluntary
Chapter 11 bankruptcy petition. Scout Media Holdings listed under
$50 million in both assets and liabilities; Scout.com, LLC listed
under $50,000 in assets, and under $10 million in liabilities; and
FTFS Acquisition listed under $10 million in both assets and
liabilities.
William K. Harrington, the U.S. Trustee for Region 2, on Dec. 15,
2016, appointed three creditors of Scout Media, Inc., et al., to
serve on the official committee of unsecured creditors. The
Committee retained Kelley Drye & Warren LLP as counsel and BDO
Consulting LLC as financial advisor for the Committee.
SERES THERAPEUTICS: Incurs $16.4 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Seres Therapeutics, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $16.41 million on $7.03 million of total revenue for the three
months ended Sept. 30, 2019, compared to a net loss of $21.94
million on $9.05 million of total revenue for the three months
ended Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $51.50 million on $26.88 million of total revenue
compared to a net loss of $77.65 million on $17.63 million of total
revenue for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $124.15 million in total
assets, $156.37 million in total liabilities, and a total
stockholders' deficit of $32.21 million.
"Seres continues to advance our microbiome programs, and the
Company is well resourced to reach important corporate milestones
in 2020, including two late-stage clinical readouts: SER-287 Phase
2b study in mild-to-moderate ulcerative colitis and SER-109 Phase 3
study in recurrent C. difficile infection," said Eric D. Shaff,
president and chief executive officer at Seres. "We are very
pleased that our SER-109 ECOSPOR III study is now approaching
target enrollment. SER-109 could provide patients with a
meaningful new treatment option and also provide definitive
clinical validation for our microbiome therapeutic approach. We
are eagerly looking forward to top-line results from both of these
important programs."
Financial Results
The third quarter net loss was driven primarily by clinical and
development expenses, personnel expenses and ongoing development of
the Company's microbiome therapeutics platform. The third quarter
net loss figure was inclusive of $7.0 million in recognized revenue
associated primarily with the Company's collaborations with Nestle
Health Science and AstraZeneca.
Research and development expenses for the third quarter of 2019
were $18.3 million, as compared to $23.7 million for the same
period in 2018. The research and development expense was primarily
related to Seres' late stage SER-109 and SER-287 clinical
development programs.
General and administrative expenses for the third quarter of 2019
were $5.9 million, as compared to $7.6 million for the same period
in 2018. General and administrative expenses were primarily due to
headcount, professional fees and facility costs.
Seres ended the third quarter with approximately $83.8 million in
cash, cash equivalents and investments. This amount does not
include the $25 million in debt capital obtained in October 2019.
Cash resources are expected to fund operating expenses and capital
expenditure requirements, excluding net cash flows from future
business development activities or potential incoming milestone
payments, into the second quarter of 2021.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/eKbvcJ
About Seres Therapeutics
Seres Therapeutics, Inc. (Nasdaq: MCRB) --
http://www.serestherapeutics.com/-- is a microbiome therapeutics
platform company developing a novel class of biological drugs that
are designed to treat disease by restoring the function of a
dysbiotic microbiome, where the state of bacterial diversity and
function is imbalanced. Seres' SER-287 program has obtained Fast
Track and Orphan Drug designation from the U.S. Food and Drug
Administration and is being evaluated in a Phase 2b study in
patients with active mild-to-moderate ulcerative colitis. Seres'
SER-109 program has obtained Breakthrough Therapy and Orphan Drug
designations from the FDA and is in Phase 3 development for
recurrent C. difficile infection. Seres is also developing SER-401
in a Phase 1b study in patients with metastatic melanoma.
Seres Therapeutics incurred a net loss of $98.94 million in 2018
following a net loss of $89.38 million in 2017. As of June 30,
2019, the Company had $146.09 million in total assets, $164.06
million in total liabilities, and a total stockholders' deficit of
$17.96 million.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, the Company's
auditor since 2014, issued a "going concern" opinion in its report
dated March 6, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred losses and negative cash flows from operations
since its inception that raise substantial doubt about its ability
to continue as a going concern.
SHANE TRACY: Needs Time to Finalize Term of Leases, File Plan
-------------------------------------------------------------
Judge Carlota Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania extended the period during which Shane
Tracy Enterprises, LLC can solicit acceptances for its Chapter 11
plan to Jan. 13, 2020.
The company's exclusivity period to file a plan expires on Nov. 14.
About Shane Tracy Enterprises
Shane Tracy Enterprises, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-22235) on June 2,
2019. At the time of the filing, the Debtor had estimated assets
of less than $500,000 and liabilities of $100,000. The case is
assigned to Judge Carlota M. Bohm. The Debtor is represented by
Robleto Law, PLLC.
No official committee of unsecured creditors has been appointed in
the Debtor's Chapter 11 case.
SOCAL REO: U.S. Bank Says Spiros, Not Debtor, Liable for Loans
--------------------------------------------------------------
Secuerd creditor U.S. Bank, National Association, as Legal Title
Trustee for Truman 2016 Sc6 Title Trust, objects to the approval
of the Disclosure Statement filed on behalf of SoCal REO
Acquisitions Group LLC.
U.S. Bank says the Disclosure Statement does not contain
information sufficient or adequate within which a creditor may vote
for or against the Chapter 11 Plan and further claims that the Plan
is patently unconfirmable.
The Debtor is a limited liability company with two members, husband
and wife STEVE and ILDA SPIRO (collectively "SPIROS").
The Debtor at the time of the Bankruptcy filing had only $500 in
cash, no personal property assets but is the record title holder of
two real property assets, real property located at 10 Admiralty
Cross, Coronado, CA (the "Coronado Property") and a second at 2389
Francis Drive, Palm Springs, CA (the "Palm Springs Property").
U.S. Bank's lien encumbers the Coronado Property. The Coronado
Property is encumbered by U.S. Bank's senior lien totaling no less
than $1,633,340, senior property tax liens and three junior liens,
totaling no less than $1,944,571.
The Debtor values the Coronado Property in its DS at only
$1,850,000, which is LESS than the liens encumbering the Property.
According to U.S. Bank, the Debtor is NOT U.S. Bank's obligor and
has no legal responsibility to pay U.S. Bank's claim, yet it is
attempting to reorganize a debt for which it is not liable. This
Debtor does not need a Bankruptcy discharge or a Plan of
Reorganization.
This is essentially a two-party dispute between U.S. Bank and its
obligors, the SPIROS, and not the Debtor. The DS reveals that the
DIP is current on its obligations on the Palm Springs Property (and
was so pre-petition also). The Debtor is seeking the intervention
and assistance of the Bankruptcy Court to obtain a modification of
U.S. Bank's loan which its obligors (SPIROS) could not receive.
Attorneys for secured creditor U.S. BANK, NA:
Diane V. Weifenbach
LAW OFFICES OF DIANE WEIFENBACH
5120 E. LaPalma Avenue, #209
Anaheim, CA 92807
Tel: (714) 695-6637
Fax: (714) 643-7474
E-mail: diane@attylsi.com
About SoCal REO Acquisitions
SoCal REO Acquisitions Group LLC owns two residential property
assets. The company owns a single family residence at 10 Admiralty
Cross, Coronado, CA. It owns another single family residence at
2389 E. Francis Drive, Palm Springs, CA.
Socal Reo Acquisitions Group LLC filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
19-11375) on April 15, 2019. The Debtor was estimated to have
assets and liabilities of $1 million to $10 million. The Hon.
Mark
S. Wallace is the case judge. Henry D. Paloci III at Vokshori Law
Group, is the Debtor's counsel.
SOUTHEASTERN METAL: Seeks to Extend Solicitation Period to March 2
------------------------------------------------------------------
Southeastern Metal Products, LLC and SEMP Texas, LLC asked the U.S.
Bankruptcy Court for the District of Delaware to extend the period
during which the company can solicit acceptances for their Chapter
11 plan to March 2, 2020.
The companies' exclusive solicitation period expired on Nov. 2.
About Southeastern Metal Products
Southeastern Metal Products LLC is a contract manufacturing company
that specializes in fabrication and stampings for various
industries including telecommunications, transportation, appliance
and health and safety industries.
Southeastern Metal Products and its affiliates SEMP Texas, LLC and
Hospital Acquisition LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10998) on May 6,
2019. At the time of the filing, Southeastern Metal disclosed
assets of between $1,000,001 and $10 million and liabilities of the
same range. SEMP Texas had estimated assets of less than $1
million and liabilities of less than $500,000 while Hospital
Acquisition had estimated assets of less than $50,000 and
liabilities of less than $50,000.
The Debtors hired Weir & Partners LLP as counsel; Finley Group as
financial advisor; and Omni Management Group as claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed an
official committee of unsecured creditors on May 20, 2019.
Lowenstein Sandler LLP is the committee's legal counsel.
STANDARD INDUSTRIES: Moody's Rates New EUR500MM Unsec. Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Standard
Industries Inc.'s proposed EUR500.0 million senior unsecured notes
due 2026. The proposed notes will be pari passu to Standard's other
senior unsecured notes. Proceeds from the proposed notes will be
used to redeem the EUR435.0 mil. senior secured notes due 2021
(Ba2) issued by BMBG Bond Finance S.C.A., a wholly-owned subsidiary
of Standard, and to pay related fees and expenses. Upon closing of
the proposed transaction all ratings assigned to BMBG Bond Finance
S.C.A will be withdrawn. Standard's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating, and the Ba2 rating on the
company's senior unsecured notes are not affected by the proposed
transaction. The outlook remains stable.
Moody's views the proposed transaction as credit positive, since
Standard is extending its maturity profile in a modestly leveraging
transaction. Following the closing of the transaction, the only
significant maturity over the next three years will be the
company's $650 million asset-based revolving credit facility
(unrated) expiring in October 2020, which will be extended by year
end. Additionally, all of Standard's European assets will be
unencumbered, adding to the company's liquidity profile.
Assignments:
Issuer: Standard Industries Inc.
Senior Unsecured Regular Bond/Debenture due 2026, Assigned Ba2
(LGD4)
RATINGS RATIONALE
Standard Industries' Ba2 Corporate Family Rating reflects Moody's
expectation of adjusted EBITA margin in the range of 15.0% - 17.5%
through mid-2020, which excludes year-to-date restructuring charges
and non-cash losses on marketable securities. Ongoing restructuring
charges are attributed mostly to the company's European operations.
Moody's also believes that sound fundamentals within the US
residential and repair and remodeling sectors, the main driver of
Standard's operating income and cash flow, will continue to support
demand for the company's roofing products. Among all repair and
remodel products used in construction, roofing has the most
inelastic demand and experienced the least volatility through
cycles. A robust liquidity profile characterized by cash on hand,
the extended maturity profile and full access to its revolving
credit facility further enhance Standard's credit profile.
However, leverage is increasing due to the modest increase in
balance sheet debt. Moody's now forecasts adjusted debt to LTM
EBITDA in the range of 4.2x -- 4.5x by mid-2020. Also, corporate
governance at Standard includes a financial strategy typified by
large dividends, making it difficult for the company to generate
and retain free cash flow. These factors constrain Standard's
credit profile.
The stable outlook reflects Moody's expectations that Standard
Industries will continue to perform well over the next 12 months
resulting in strong operating performance. Moody's also anticipates
industry fundamentals will support growth over the same time
horizon.
The rating could be upgraded if (all ratios include Moody's
standard adjustments):
-- Debt-to-EBITDA is sustained below 3.0x
-- Free cash flow-to-debt is maintained above 10%
-- A very good liquidity is preserved
-- Ongoing positive trends in end markets drive sustained organic
growth
The rating could be downgraded if:
-- EBITA margin is trending towards 10%
-- Debt-to-EBITDA is sustained above 4.25x
-- The company's liquidity profile deteriorates
-- A sizeable debt-financed acquisition is completed
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Standard Industries Inc., headquartered in Parsippany, NJ, is the
leading manufacturer and marketer of roofing products and
accessories with operations primarily in North America and Europe.
It manufactures and sells residential and commercial roofing and
waterproofing products, insulation products, aggregates, specialty
construction and other products. Standard Industries is
privately-owned and does not disclose financial information
publicly.
STONE OAK MEMORY: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 7, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Stone Oak Memory Care
LLC.
About Stone Oak Memory Care
Stone Oak Memory Care, LLC, which conducts business under the name
Autumn Leaves of Stone Oak, owns and operates an adult memory care
facility in Dallas. Stone Oak Memory Care sought Chapter 11
protection (Bankr. W.D.Tex. Case No.19-52375) on Sept. 30, 2019, in
San Antonio, Texas.
The petition was signed by Darryl Freling, president of Med
Properties Stone Oak Mgr, LL. On the petition date, the Debtor was
estimated to have $1 million to $10 million in assets and
liabilities. Judge Ronald B. King oversees the Debtor's case. The
Law Offices of Ray Battaglia, PLLC is the Debtor's legal counsel.
SUPERMARKETS PLUS: Proposes A.J. Willner Auction of Assets
----------------------------------------------------------
Supermarkets Plus, LLC, and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the District of New Jersey to
conduct a public auction sale of the items listed on Exhibit A.
A hearing on the Motion is set for Nov. 19, 2019 10:00 a.m.
Objections, if any, must be filed no later than seven days prior to
the hearing date.
Early in the case, the Debtor retained a commercial broker for
purposes of finding a buyer interested in purchasing the Debtor's
business as a going concern. The broker's efforts have resulted in
some interest, but no parties willing to make an offer to purchase
the business as a going concern.
Based on rejection of the Debtor's nonresidential real estate lease
with its landlord and its limited cash flow, the Debtor has
determined that it is in its best interest to quickly liquidate the
assets to pay administrative expenses, secured creditors and other
creditors in accordance with Bankruptcy Code priorities.
The Debtor believes that a public auction sale will bring the
highest and best return for the Sale Items after appropriate
advertising by the Debtor's auctioneer, A.J. Willner Auctions, LLC.
The sale will be made "where is" and "as is" with no
representations or warranties other than that the Debtor will
convey marketable title. Also, the sale will be made free and
clear of liens, claims and encumbrances.
The auctioneer's retention provides for costs of sale to be paid by
a 10% buyer's premium at sale. The auctioneer will receive a 10%
commission charged to the Debtor on the gross proceeds. No
expenses, other than use and occupancy expenses of the property
where the Sale Items will be stored and the sale will be conducted,
will be charged to the estate. The use and occupancy expenses will
be $42,900 for the month of November 2019. The use and occupancy
expense will be paid immediately after receipt of the proceeds of
sale.
As a result of the foregoing, the Debtor respectfully asks that the
Court authorizes the Debtor to conduct an auction sale of the Sale
Items listed on Exhibit A.
A copy of the Exhibit A attached to the Motion is available for
free at:
http://bankrupt.com/misc/Supermarkets_Plus_86_Sales.pdf
About Supermarkets Plus LLC
Supermarkets Plus LLC, Middlesex Series, d/b/a Price Saver Market
Place, a Delaware limited liability company operates a supermarket
business which generally sells groceries and related products. It
also operates a hardware store in Middlesex, New Jersey.
Supermarkets Plus sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-27772) on Sept. 17, 2019 in New Jersey. Judge Kathryn C.
Ferguson oversees the case. Ast & Schmidt, P.C., is the Debtor's
counsel.
TALEN ENERGY: Fitch Assigns B LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings assigned a first-time Long-Term Issuer Default Rating
of 'B' to Talen Energy Supply, LLC. Fitch has also assigned a
'BB'/'RR1' rating to Talen's senior secured debt that consists of
the $1.0 billion revolving credit facility, $500 million senior
secured term loan, $750 million secured notes due 2027 and $470
million secured notes due 2028. Fitch has also assigned a 'B'/'RR4'
rating to Talen's senior unsecured notes including the $231 million
PEDFA bonds. Recovery Ratings (RR) 1 indicates outstanding recovery
(in the range of 91%-100%) in the event of default and 'RR4'
indicates average recovery (in the range of 31%-50%) in the event
of default. The Rating Outlook is Stable.
Talen's IDR reflects its elevated leverage and high business risk
associated with owning a largely uncontracted power generation
fleet. Having streamlined the cost structure and improved the
performance of its generation assets, in particular its flagship
nuclear asset, Talen's EBITDA going forward is leveraged largely to
the changes in the energy and capacity prices in PJM. Given the
already announced PJM capacity auction results, Fitch expects 2020
to be a trough year for EBITDA and FCF generation. Subsequently,
Fitch expects EBITDA and FCF to improve in 2021 and 2022. The
ratings also reflect the private equity owners' commitment to
manage to a more conservative capital structure and target leverage
in the 4s as well as take into account the covenant limitation that
restricts distributions to the owners until total leverage ratio
(as defined in the credit agreement) is 4.5x or less.
KEY RATING DRIVERS
Limited Geographical Diversity: PJM is by far the largest market
for Talen with 75% of its MWs located in this region. Fitch
generally has a favorable view of PJM owing to the presence of a
three-year, market-based, forward-capacity market. That said, state
support for at risk nuclear capacity is undermining the
competitiveness of the capacity construct and has led to the
postponement of the base residual auction (BRA) for 2022/2023
planning year creating near-term uncertainty. Persistently weak
peak demand growth and continued build-up of natural gas fired
capacity in the region is an additional concern.
Fitch has a favorable outlook for power prices in Electric
Reliability Council of Texas (ERCOT), which is Talen's second
largest market. With electricity demand in the region projected to
continue its strong growth, reserve margins are expected to fall to
10.5% for summer 2020, rise to 15% in 2021, and fall to 10% in 2023
and 8% in 2024, below ERCOT's 13.75% threshold, per ERCOT's May
2019 Capacity, Demand and Reserves report. Fitch expects this to
put upward pressure on power prices especially during the summer
months, as was witnessed in 2019. August and September saw
sustained scarcity pricing that also resulted in an uplift to the
forward curves. Fitch expects such scarcity events to continue
given the tight market conditions providing Talen with an upside
potential at its Texas fleet.
The ownership of Colstrip coal units in Montana provides some
regional diversity for Talen as was witnessed during the first
quarter of 2019 when the units were able to take advantage of
extreme cold weather and natural gas shortages due to the pipeline
outages in the Northwest. This helped offset milder winter and
lower realized pricing in PJM.
High Commodity Exposure: Similar to other merchant power generation
companies, Talen's generation fleet is exposed to changes in energy
and capacity prices, which creates volatility in EBITDA and FCF. A
three-year ratable hedging policy and capacity revenues, which
comprise approximately 20%-25% of gross margin, mitigate commodity
exposure to some extent. As of July 2019, Talen was 80%-90% hedged
for expected 2019 generation, followed by 65%-75% hedged for 2020
and 5%-15% for 2021.
Successful Fleet Transformation: After going private, the new
management at Talen has implemented several successful measures to
transform a legacy utility cost structure to a competitive one.
Talen sold its non-core mechanicals business, rationalized the
number of employees at its generation fleet to drive significant
SG&A savings, and improved the performance of its generation fleet,
in particular at the flagship Susquehanna nuclear plant. Capex and
O&M costs have also been optimized. According to management
estimates, this has resulted in approximately $330 million in
improved recurring free cash flow on an annual basis since 2016.
Extension of Debt Maturities: Talen has been successful in pushing
out its debt maturities. This has largely been accomplished by
issuance of secured debt to pay down near-term unsecured maturities
and issuance of project debt at Lower Mt. Bethel and Martins Creek
facilities, the proceeds of which were also used to pay Talen's
unsecured debt. Talen's next significant debt maturity is in 2025,
when $543 million of 6.50% senior unsecured notes become due. Other
maturities include approximately $155 million of senior unsecured
notes due over 2020-2024, which Fitch expects to be paid using FCF.
Fitch has assumed that Talen is successful in remarketing of $131
million of PEDFA bonds; mandatory remarketing is due in 2020.
Improvement in Credit Metrics: Fitch expects Talen should be able
to deliver EBITDA within management's guidance range of $600
million to $700 million in 2019, with FCF expected between $10
million and $110 million. A drop in capacity revenues and weakness
in energy prices in PJM is expected to drive a decline in EBITDA in
2020. Fitch expects a rebound in EBITDA in 2021 and 2022 assuming a
modest recovery in power prices from current levels, already
announced PJM auction results and a decline in BRA results for the
2022/2023 planning year. Fitch expects management to exercise tight
O&M and capex control to be able to remain FCF neutral in 2020 and
return to positive FCF from 2021 onwards.
Fitch expects total adjusted debt to EBITDA to improve to high 5.0x
by 2022, after exceeding 7.0x in 2020, facilitated by recovery in
EBITDA, pay down of a portion of revolver borrowings using IEC
Pipeline sale proceeds and 2021 debt pay down using cash on hand.
Fitch includes only recourse debt in its leverage calculation and
includes distribution from Lower Mt. Bethel, Martins Creek
non-recourse subsidiary in its adjusted EBITDA calculation.
According to Fitch projections, the agency does not expect Talen to
make a distribution to its owners over 2019-2022.
Recovery Analysis: The individual debt instrument ratings at Talen
are notched above or below the IDR as a result of the relative
recovery prospects in a hypothetical default scenario. Fitch values
the power-generation assets that guarantee the debt at Talen using
a net present value (NPV) analysis. A similar NPV analysis is used
to value the generation assets that reside in non-guarantor
subsidiaries, and the excess equity value is added to the parent
recovery prospects. The generation asset NPVs vary significantly
based on future gas price assumptions and other variables, such as
the discount rate and heat rate forecasts in PJM, ERCOT and the
Northeast.
For the NPV of generation assets used in Fitch's recovery analysis,
Fitch uses the plant valuation provided by its third-party power
market consultant, Wood Mackenzie, as well as Fitch's own gas price
deck and other assumptions. The NPV analysis for Talen's generation
portfolio yields approximately $200/kW for PJM Coal, $650/kw for
Susquehanna nuclear and an average of $400/kW for the natural gas
generation assets in ERCOT.
The recovery analysis yields 'RR1' for the first lien senior
secured debt, which includes revolving credit facility, 2026 term
loan, 2027 secured notes, and 2028 secured notes, all of which are
pari passu. The recovery analysis yields 'RR4' rating for the
senior unsecured notes.
DERIVATION SUMMARY
Talen is unfavorably positioned compared to Vistra Energy Corp.
(Vistra, BB/Positive) and Calpine Corp. (B+/Stable) with respect to
size, asset composition and geographic exposure but favorable
compared to TransAlta Corporation (TransAlta, BB+/Stable). Vistra
is the largest independent power producer in the country with
approximately 39 GW of generation capacity compared to Calpine's 26
GW, TransAlta's 8 GW and Talen's 15GW. Similar to TransAlta, Talen
lacks geographical diversity. However, Fitch considers PJM as a
more constructive market for power generators compared to Alberta
given the established capacity auction construct.
Talen has a modest retail business focussed on C&I customers and
lacks the scale that Vistra has from its ownership of large and
well entrenched retail electricity businesses. Fitch views retail
as a high-margin business that offers an effective sales channel
and a partial hedge for wholesale generation. Calpine's younger and
predominant natural gas fired fleet bears less operational and
environmental risk as compared to nuclear generation assets owned
by Vistra and Talen and coal fired assets owned by Vistra, Talen
and TransAlta. In addition, Calpine's EBITDA is much more resilient
to changes in natural gas prices and heat rates in contrast to its
peers.
Talen's forecasted leverage is the highest resulting in the lowest
rating among its peers. Fitch forecasts Talen's debt to EBITDA
leverage ratio (excluding non-recourse subsidiaries) to be high
5.0x in 2022, which is weaker than Calpine's (high 4.0x) and
significantly weaker than TransAlta's 4.3x and Vistra's 3.0x.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Include:
- Modest recovery in energy prices in PJM and ERCOT over current
levels;
- PJM capacity auction results as announced and assuming an
approximately 20% decline in auction results for the 2022/23
auction;
- No dividend to the owners over its forecast period of
2019-2022;
- Completion of IEC pipeline sale in 2020 and proceeds used to
reduce revolver borrowings;
- 2020-2024 maturities paid using cash on hand and FCF generated
over this period.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Execution of deleveraging as per management's stated goal such
that recourse debt to adjusted EBITDA is below 4.5x on a
sustainable basis;
-- Stronger than expected capacity and energy prices in PJM could
improve the recovery valuation leading to a one-notch upgrade for
the senior unsecured debt.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Weaker power demand and/or higher than expected power supply
depressing wholesale power prices in its core regions;
-- Unfavorable changes in regulatory construct/rules in the
markets in which Talen operates;
-- Negative FCF generation on a sustained basis;
-- Total adjusted debt/EBITDA above 7.0x and FFO fixed charge
coverage below 2.0x on a sustained basis;
-- Any incremental secured leverage and/or deterioration in NPV
of the generation portfolio will lead to downward rating pressure
for the senior unsecured debt.
LIQUIDITY
Adequate Liquidity: As of June 30, 2019, Talen had approximately
$747 million of liquidity available, including $77 million of
unrestricted cash and availability under the $1 billion revolving
credit facility and $100 million of alternate LC facility. Talen
amended its revolving credit facility in May 2019 to extend the
maturity until March 2024 but the commitments step down to $860
million on June 1, 2020 and $690 million on June 1, 2022. Talen
expects to use the net proceeds of $155 million from the sale of
IEC pipeline to pay down a portion of its revolver borrowings.
Further optimization of balance sheet by using first lien
structures for hedging should also reduce cash and LC support
needed for collateral postings.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings with Stable Outlook
Talen Energy Supply, LLC
- Long-term IDR 'B';
- Senior Secured Debt 'BB'/'RR1';
- Senior Unsecured Debt 'B'/'RR4';
TAYLOR MORRISON: S&P Puts 'BB' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its ratings on Scottsdale, Ariz.-based
homebuilder Taylor Morrison Home Corp. (TMHC), including its 'BB'
issuer credit rating and 'BB' senior unsecured debt ratings, on
CreditWatch with negative implications.
Taylor Morrison has announced its intention to acquire 100% of
William Lyon Homes. The transaction expands TMHC's footprint into
new markets (e.g., Seattle and Portland) and bolsters its presence
in existing locales (e.g., Texas and California). Upon completion
of the transaction, William Lyon will contribute about one-third of
the combined company's revenues and a similar proportion of
deliveries--which would have totaled nearly 13,000 in its most
recent full year (2018).
Paid for primarily via an equity exchange, whereby TMHC maintains
77% ownership and WLH 23%, the transaction's implied value is $2.4
billion, and Taylor Morrison will assume all of WLH's approximately
$1.4 billion in debt. Because that debt supports WLH's
proportionally lower EBITDA levels, resulting debt to EBITDA will
rise at TMHC due to the planned acquisition.
TMHC has identified numerous cost savings, particularly within
overhead expenses while also recognizing new revenue opportunities
for the combined company. Based on several recent past
acquisitions, including the purchase of AV Homes in 2018, TMHC has
a solid track record of profitably integrating acquired companies
and, over time, refinancing the debt at more favorable terms, and
even reducing those obligations. However, S&P also notes the
maturity of the existing housing cycle, TMHC's already elevated
debt levels, and more moderate demand in the new Pacific Northwest
markets within William Lyon that are being acquired (as highlighted
in S&P's Oct. 10, 2019 research update on WLH).
The deal is subject to regulatory and antitrust review, and the
company expects the deal to close by the second quarter of 2020.
"In resolving the CreditWatch placement, we will assess the effect
of the acquisition on Taylor Morrison's overall operations,
particularly as it relates to cash flows and ongoing investments,
and its ability to manage the additional debt," S&P said, adding
that it expects to resolve the CreditWatch at the close of the
transaction, expected in the first half of 2020.
TCMA TRUCKING: Plan Has 12% for Unsecureds; Jan. 15 Hearing Set
---------------------------------------------------------------
The Court has granted conditional approval to the disclosure
statement in support of TCMA Trucking Inc.'s Chapter 11 Plan.
Jan. 15, 2020, at 11:00 a.m. in Courtroom 403, 515 Rusk St.,
Houston, Texas, is fixed for the final hearing on the Disclosure
Statement (if a written objection has been timely filed) and for
the hearing on confirmation of the Plan.
Jan. 7, 2020 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.
TCMA Trucking Inc has a reorganization plan that proposes to pay
the unsecured creditors per the proofs of claim currently filed
with the court 12% of $2,125,580 or $255,070 over 60 months at
$4,251 a month.
According to the Monthly Operating Reports, the Debtor has been
making a profit since it reopened in May of this year and profit
has increased every month since Debtor reopened. From the
forecasts, the Debtor expects this trend to continue.
A full-text copy of the Fourth Amended Plan of Reorganization and
Disclosure Statement dated October 30, 2019, is available at
https://tinyurl.com/y3szt37t from PacerMonitor.com at no charge.
Attorney for Debtor:
KEITH A. COTHROLL
2000 S. Dairy Ashford Rd.
Ste. 298
Tel: 281-406-0209
Fax: 832-550-2140
E-mail: kcothroll@cothlaw.com
About TCMA Trucking
Katy, Texas-based TCMA Trucking Inc. offers local trucking
services.
The Debtor previously sought bankruptcy protection on Feb. 6, 2019
(Bankr. S.D. Tex. Case No. 19-30738).
TCMA Trucking again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31578) on March 24,
2019. At the time of the filing, the Debtor had estimated assets
of between $1 million and $10 million and liabilities of between $1
million and $10 million. The case has been assigned to Judge
Jeffrey P. Norman. The Law Firm of Keith A. Cothroll is the
Debtor's bankruptcy counsel.
TIGIST KEBEDE: Gugda & Jambere Buying DC Property for $1 Million
----------------------------------------------------------------
Tigist Kebede asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of the real property
located at 5808 14th Street NW, Washington DC to Samson Gugda and
Lukedey Jambere for $1,006,500.
Fox & Associates Partners, Inc., as to the Debtor, assists the
Debtor in selling by public auction the Property. Pursuant to its
Court-approved contract, the Realtor conducted a public auction of
the Property on Oct. 3, 2019. The auction resulted in a high bid
of $1,006,500 ($915,000 high bid plus buyer's commission of
$91,500, payable by the successful bidder). The parties have
executed their purchase agreement. The Buyer had previously
qualified to bid under the terms of the auction sale promulgated in
advance of the sale by the Realtor.
As a point of reference, the tax assessed value of the Property,
according to the D.C. Office of Tax and Revenue, in 2018 was
$753,640. US Bank, in its motion for relief from the stay,
referenced an appraisal of the Property dated February 2019 at
$700,000.
Clearly the price fetched by the Realtor exceeded anyone’s most
optimistic expectations. The compensation of the Realtor here was
very well earned.
The only encumbrance on the Property known to the Debtor is a lien
in favor of US Bank, which is estimated to have a payoff balance of
approximately $725,000. All such liens can and will be cleared and
paid at closing on the Purchase Agreement.
From the sale proceeds, the Debtor proposes to pay (i) the Buyer's
Commission payable to the Realtor under the contract previously
approved by the Court for the services rendered by the Realtor; (b)
ordinary and necessary costs of closing, typical of those incurred
and paid immediately at a closing on a real estate sales contract
such as the Purchase Agreement; (c) amounts sufficient to pay off,
discharge and clear and liens, mortgages, deeds of trust or other
encumbrances necessary to clear title in favor of the Buyer; and
(d) and reimbursement of the Realtor for its expenses, payable
pursuant to the terms of the contract approved by the Court.
The Debtor represents and avers that the proposed authorization and
ratification of the Purchase Agreement is in the best interests of
the estate and the creditors, and she urges the Court to approve
said Agreement.
A copy of the Agreement attached to the Motion is availabele for
free at:
http://bankrupt.com/misc/Tigist_Kebede_113_Sales.pdf
Tigist Kebede sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 18-12086) on June 13, 2018. The Debtor tapped Jeffrey M.
Sherman, Esq., at Law Offices of Jeffrey M. Sherman as counsel. On
Aug. 30, 2019, the Court appointed Fox & Associates Partners, Inc.,
trading as Tranzon Fox, as auctioneer/realtor.
ULTRA PETROLEUM: Posts $11.5 Million Net Income in Third Quarter
----------------------------------------------------------------
Ultra Petroleum Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $11.51 million for the three months ended Sept. 30, 2019,
compared to net income of $18.56 million for the same period during
the prior year.
For the nine months ended Sept. 30, 2019, the Company reported net
income of $109.29 million compared to net income of $45.50 million
for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $1.84 billion in total
assets, $2.69 billion in total liabilities, and a total
shareholders' deficit of $843.79 million.
"We remain committed to financial discipline with a focus on sound
operations of our business and the generation of free cash flow.
With the amendment to the RBL Credit Facility that eliminated
financial maintenance covenants, we have suspended drilling
activity to preserve future drilling inventory and generate free
cash flow for the foreseeable future. We have a low-decline
production profile coupled with a low-cost structure that generates
strong cash margins and provides us the necessary liquidity to
manage the business for the long term," said Ultra's Chief
Executive Officer Brad Johnson.
Third Quarter Financial Results
During the third quarter of 2019, total revenues, exclusive of
derivative settlements, were $144.2 million as compared to $203.8
million during the third quarter of 2018. Derivative settlements
during these periods were a gain of $18.5 million and a loss of
$10.8 million, respectively. The Company's production of natural
gas and oil was 60.2 Bcfe, a 4% decrease from the second quarter
2019 of 62.5 Bcfe. The decrease in production is the result of the
Company reducing capital expenditures over the course of the year
driven by lower future commodity prices.
During the third quarter of 2019, Ultra's average realized natural
gas price was $2.35 per thousand cubic feet (Mcf), which includes
realized gains on commodity hedges. Excluding the realized gains
from commodity derivatives, the Company's average price for natural
gas was $2.04 per Mcf, compared to $2.46 per Mcf for the third
quarter of 2018. The Company's average realized oil and condensate
price, including realized hedges, was $60.20 per barrel (Bbl) for
the quarter ended Sept. 30, 2019 as compared to $58.02 per Bbl for
the same period in 2018.
Year-to-Date Financial Results
Year-to-date, revenues from natural gas and oil sales, including
processing credits but excluding realized derivative settlements,
decreased to $571.1 million for the nine months ended Sept. 30,
2019, as compared to $619.3 million in 2018. During the nine
months ended Sept. 30, 2019, production of natural gas and oil was
184.9 Bcfe, which was comprised of 177.0 Bcf of natural gas and
1,305 thousand barrels of oil.
During the nine months ended Sept. 30, 2019, Ultra's average
realized natural gas price was $2.43 per Mcf, including derivative
settlements. Excluding the derivative settlements, the Company's
average price for natural gas was $2.76 per Mcf compared to $2.41
per Mcf for the same period in 2018. The Company's average
realized oil price, including derivative settlements, was $59.81
per Bbl for the nine months ended
Sept. 30, 2019, as compared to $58.89 per Bbl for the same period
in 2018.
For the nine months ended Sept. 30, 2019, total capital
expenditures were $233.6 million. During this period, the Company
turned to sales 71 gross (70.3 net) operated vertical wells and 1
gross (0.9 net) horizontal well. Additionally, there were 22 gross
(7.3 net) vertical wells operated by others that were turned to
sales in the Pinedale field in Wyoming.
Pinedale Vertical Program
During the third quarter, the Company and its partners brought
online 18 gross (17.8 net) vertical wells in Pinedale. The average
24-hour IP rate for new operated vertical wells brought online in
the quarter was 5.8 MMcfe/d.
The successful expansion of the Company's two-string vertical
wellbore pilot program over the course of the year and into the
third quarter continued to meaningfully reduce drilling costs. The
average cost of vertical wells drilled in the quarter was reduced
to $2.8 million, a 12% decline from the second quarter. Seven new
wells were successfully drilled of eight attempted, providing
further confidence in the potential for future economic savings
with this well design.
During the first nine months of 2019, operational optimization and
the successful implementation of a two-string well design have
brought the average cost of new vertical wells to $2.8 million,
down from $3.2 million.
"Our operations team continued to execute successfully. We
completed seven 2-string wells in the quarter, bringing the
year-to-date total to sixteen successful 2-string wells. This
effort has resulted in a material step change improvement to
vertical well costs with successful 2-string wells averaging $2.6
million. Insights from the evolution of the two-string design and
our more intensive reservoir characterization in 2019 will drive
similar savings, coupled with increased confidence in placement of
wells when commodity prices support resumption of a drilling
program," said Ultra's Chief Operating Officer Jay Stratton.
Hedging Summary
The Company will continue to hedge in order to provide a degree of
certainty of cash flows along with being opportunistic in a
strengthening natural gas and Rockies basis market. Management
also works to balance the ability to provide upside exposure for
the Company as the increase in future commodity prices has a
meaningful impact on the Company's cash flows on unhedged volumes
given its low operating costs.
Liability Management and Strategic Alternatives
The Company continues its proactive efforts to reduce debt and
affirms its ongoing advisor engagement with Centerview Partners
that is focused on liability management. Recently, the Company
engaged Tudor, Pickering, Holt & Co. as an advisor to assist
management and the Board of Directors to evaluate a range of
strategic alternatives, including without limitation, a corporate
sale, merger or other business combination, one or more strategic
acquisitions or divestitures, or other transactions. Both
Centerview and TPH have been engaged to work on going concern
transactions and not for any in-court restructuring mandate. There
is no assurance that these initiatives will result in a
transaction. The Company has not set a timetable for the
evaluation process, and Ultra does not intend to disclose or
comment on developments related to its evaluation unless the
Company has determined that further disclosure is appropriate or
required by law.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/NFBu3D
About Ultra Petroleum
Headquartered in Englewood, Colorado, Ultra Petroleum Corp. --
http://www.ultrapetroleum.com-- is an independent energy company
engaged in domestic natural gas and oil exploration, development
and production. The Company is listed on NASDAQ and trades under
the ticker symbol "UPL".
As of June 30, 2019, the Company had $1.87 billion in total assets,
$2.72 billion in total liabilities, and a total shareholders'
deficit of $856.2 million.
The Nasdaq Stock Market, Inc. had determined to remove from listing
the common stock of Ultra Petroleum Corp., effective on Sept. 3,
2019. Based on review of information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rule 5450(a)(1).
* * *
As reported by the TCR on Oct. 2, 2019, S&P Global Ratings lowered
the issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company Ultra Petroleum Corp. to 'CCC-' from
'CCC+'. The downgrade follows Ultra's recent announcement that it
is suspending drilling in the Pinedale by the end of September in
response to unfavorable natural gas pricing.
In September 2019, Fitch Ratings downgraded the Long-Term Issuer
Default Ratings on Ultra Petroleum Corp. and Ultra Resources,
Inc.'s to 'CCC' from 'CCC+'. Fitch's ratings reflect the expected
decline in production, high leverage metrics, and minimal asset
coverage, which are partially offset by Ultra's low operating and
drilling cost structure and expected ability to maintain neutral
FCF in the near term.
UNITED METHODIST: Proposes Public Sale of Real Properties
---------------------------------------------------------
The United Methodist Village, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Illinois to authorize the public sale
of personal property, including furniture and medical equipment
that it does not use in the ordinary course of business.
The Debtor owns the personal property. It has petitioned the Court
in a separate application to employ Zane Parrott of Parrott Real
Estate & Auction Co., Inc. to liquidate assets of the Debtor. That
application has not been approved.
The Debtor pledged a security interest in the personal property to
the United States Department of Agriculture. The USDA took the
appropriate steps to perfect and maintain its security interest in
those assets.
The Debtor wishes to sell the personal property by online auction
pursuant to Section 363(b) of the Bankruptcy Code. The buyers will
be charged a 14% premium and given a 4% discount if they pay by
cash. The costs of clerking and registrar fees will be paid by the
Debtor.
In addition, the Debtor will not pay more than $3,000 to advertise
the auction. The net proceeds after the deduction of the
transaction costs allowed by the Court will be segregated in a DIP
account for the sole benefit of the unsecured creditors of the
bankruptcy estate. The parties have executed the contract for sale
of personal property at public auction.
The Debtor asks a waiver of the 14-day stay period under Bankruptcy
Rule 6004(h) so that the sale can proceed expeditiously to
closing.
A copy of the Auction Agreement attached to the Motion is available
for free at
http://bankrupt.com/misc/United_Methodist_127_Sales.pdf
About The United Methodist Village Inc.
The United Methodist Village, Inc. is a non-profit nursing home
based in Lawrenceville, Illinois.
The United Methodist Village, Inc., filed for bankruptcy protection
under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on Feb. 22,
2019. In the petition signed by Ashli Wesley, administrator, the
Debtor disclosed $13,779,571 in assets and $7,164,533 in
liabilities. The case has been assigned to Judge Laura K. Grandy.
Roy J. Dent, Esq., at Dent Law Office, Ltd. represents the Debtor.
USA GYMNASTICS: Seeks to Extend Exclusivity Period to Feb. 3
------------------------------------------------------------
USA Gymnastics asked the U.S. Bankruptcy Court for the Southern
District of Indiana to extend the exclusivity period to file a
Chapter 11 plan to Feb. 3, 2020, and the period to solicit
acceptances for the plan to March 31, 2020.
In July, USA Gymnastics commenced a mediation with the committee
representing sex abuse claimants, insurers and other parties to
negotiate a plan. That mediation is ongoing.
To aid discussions at the mediation, USA Gymnastics has filed
numerous summary judgment motions in the insurance coverage
adversary proceeding seeking declarations of its rights in its
various insurance policies. The company does not expect this
litigation or the mediation to conclude before Dec. 3, and believes
it is not practicable to propose a plan before the exclusivity
period expires.
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis, Indiana,
USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and liabilities as of the bankruptcy filing. The
petition was signed by James Scott Shollenbarger, chief financial
officer.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped Jenner & Block LLP as counsel; Hilder & Associates,
P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and
Scramble Systems, LLC, as business consulting services providers;
and OMNI Management Group, Inc. as claims agent.
VITA CRAFT: Seeks to Hire Lathrop Gage as Legal Counsel
-------------------------------------------------------
Vita Craft Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Kansas to hire Lathrop Gage LLP as its
legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) advise the Debtor with respect to its rights and
obligations and other bankruptcy matters;
(b) assist in the preparation and filing of pleadings and
documents;
(c) represent the Debtor at the meeting of creditors, hearings
on confirmation of its Chapter 11 plan and related proceedings; and
(d) represent the Debtor in any adversary proceedings or other
contested proceedings.
Lathrop Gage's hourly rates are:
Robert J. Haupt $450
Brian Fields $450
Steve Dexter $425
William J. Maloney $375
Paralegals $200 - $295
Lathrop Gage received payment of $44,389 for fees and expenses
incurred in advising the Debtor and preparing the filing of its
Chapter 11 petition and first day motions.
Lathrop Gage neither holds nor represents any interest adverse to
the interest of the Debtor and is disinterested within the meaning
of Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Robert J. Haupt, Kans. Dist. Ct. 78760
Stephen Dexter, Kans. Bar No. 20331
William J. Maloney, Kans. Bar No. 17456
Lathrop Gage LLP
2345 Grand Boulevard, 22nd Floor
Kansas City, MO 64108
Email: rhaupt@lathropgage.com
sdexter@lathropgage.com
wjmaloney@lathropgage.com
About Vita Craft Corp
Vita Craft Corporation, a company that manufactures cookwares,
filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy
Code (Bankr. D. Kan. Case No. 19-22358) on Nov. 1, 2019. In the
petition signed by Gary E. Martin, president, the Debtor estimated
$7,843,679 in assets and $2,698,042 in liabilities.
Judge Robert D. Berger presides over the case.
Robert J. Haupt, Esq., at Lathrop Gage LLP represents the Debtor as
counsel.
VSOP LLC: Sale of Two Buildings to Fund Play Payments
-----------------------------------------------------
VSOP, LLC, filed an Amended Chapter 11 Plan which contemplates the
sale of the commercial building and real property located at 924
North Charles Street, Baltimore, Maryland ("North Charles Street
Property") and the building and property at 2815 St. Paul Street,
Baltimore, Maryland ("St. Paul Street Property") to fund payments
under the Plan.
The Plan provides:
* Class 1 Claim (Secured Claim of James P. Hickman). IMPAIRED.
Amount of claim $400,000. The holder of the Class 1 Claim shall
receive Cash equal to one hundred percent (100%) of its Allowed
Secured Claim, paid pursuant to this Plan and at Closing on the
sale of the North Charles Street Property.
* Class 2 Claim (Secured Claim of Maryland Department of Housing
and Community Development). IMPAIRED. The holder of the Class 2
Claim shall receive cash equal to 100 percent of its allowed
secured claim pursuant to the Plan and at closing on the sale of
the North Charles Street Property after the payment in full of the
Class 1 Claim.
* Class 3 Claim (Secured Claim of Lester and Laurie Rivelis).
IMPAIRED. The holder of the Class 3 claim has agreed that, upon
confirmation of the Plan, its lien on the North Charles Street
Property will be avoided and of no force and effect. In full and
complete satisfaction, discharge, and release of the Class 3 Claim,
holder of the Class 3 claim shall hold an allowed unsecured claim
in the amount of $800,000.
* Class 4 Claim (BB&T Secured Claim). IMPAIRED. The holder of
the Class 4 Claim shall continue to receive its regular monthly
payments on its secured mortgage debt and shall be paid in full at
the closing on the sale of the St. Paul Street Property.
* Class 5 (General Unsecured Claims). IMPAIRED. The holder of
the Class 5 Claim will receive their pro rata share of all Estate
Assets remaining after the payment in full of all other Creditors.
* Class 6 Interests. IMPAIRED. Class 6 interests shall be
extinguished upon the Effective Date of the Plan.
The proceeds from the Sale, any Cash on hand, and the proceeds of
any Causes of Action shall be the source of funding under the
Plan.
A full-text copy of the Amended Chapter 11 Plan dated October 30,
2019, is available at https://tinyurl.com/y6jlka45 from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Dennis J. Shaffer
Brent C. Strickland
WHITEFORD, TAYLOR & PRESTON L.L.P.
7 St. Paul Street
Baltimore, Maryland 21202
Phone: 410.347.8700
Email: dshaffer@wtplaw.com
Email: bstrickland@wtplaw.com
About VSOP LLC
VSOP, LLC, based in Baltimore, MD, filed a Chapter 11 petition
(Bankr. D. Md. Case No. 19-15834) on April 30, 2019. The Hon.
Michelle M. Harner oversees the case. In the petition signed by
Steven Rivelis, member, the Debtor estimated $1 million to $10
million in both assets and liabilities. Dennis J. Shaffer, Esq.,
at Whiteford Taylor & Preston, LLP, serves as bankruptcy counsel to
the Debtor.
W & E Trust: Has Access to Cash Collateral Thru Nov. 22
-------------------------------------------------------
The Bankruptcy Court allowed W & E Trust, Inc., access to cash
collateral through Nov. 22, 2019 in order to pay necessary
operating expenses, pursuant to a budget.
The budget allows payment of up to $24,288 in total cost of goods
sold, and up to $1,720 in total general and administrative
expenses, for November 2019. A copy of the budget is available for
free at: https://is.gd/wPs8RH.
A hearing is set for Nov. 22, 2019 at 10 a.m. Objections must be
filed by Nov. 21 at 4:30 p.m.
About W & E Trust Inc.
W & E Trust, Inc., sought Chapter 11 protection (Bankr. D. Mass.
Case No. 19-41142) on July 11, 2019. The case is jointly
administered (Bankr. D. Mass Lead Case No. 41141) to that of Boston
Donuts, Inc., Costa Café, Inc., Maple Avenue Donuts, Inc., and EOR
Holding Corporation, with Boston Donuts as lead case. James P.
Ehrhard, Esq., at Ehrhard & Associates, P.C., represents the
Debtors.
W GRANT AVENUE: Seeks to Use Income From Wells Fargo Collateral
---------------------------------------------------------------
W Grant Avenue LLC asks the Bankruptcy Court for authority to use,
nunc pro tunc to the Petition Date, a real property located at 17
Grant Avenue, Brooklyn, New York.
Wells Fargo Bank, N.A., as servicing agent for U.S. Bank National
Association, as Trustee for Credit Suisse First Boston Mortgage
Securities Corp., is likely to assert a security interest in the
form of a first mortgage lien on the property.
The Debtor derives rental income from the Property and needs the
rental income to pay regular monthly operating expenses and to fund
the Debtor's plan, relates Todd S. Cushner, Esq., at Cushner &
Associates, P.C., attorney to the Debtor.
About W Grant Avenue LLC
W Grant Avenue LLC owns in fee simple a four-unit residential
building located in Brooklyn, New York. It filed a Chapter 11
petition on Sept. 18, 2019 (Bankr. E.D.N.Y. Case No. 19-45593) in
Brooklyn, New York. In the petition signed by Winston Ellis, CEO,
the Debtor disclosed total assets of $1,225,950 and total
liabilities of $926,581 at the time of filing. The case is
assigned to the Hon. Carla E. Craig. CUSHNER & ASSOCIATES, P.C.,
represents the Debtor.
W GRANT AVENUE: US Bank National Objects to Cash Collateral Motion
------------------------------------------------------------------
U.S. Bank National Association, as Trustee for Credit Suisse First
Boston Mortgage Securities Corp., asks the Bankruptcy Court to deny
the Motion to Use Cash Collateral filed by W Grant Avenue LLC.
Among others, the Creditor asserts that it is not adequately
protected. "Debtor alleges that the Property has a value of
$450,000 with Creditor holding a secured claim of approximately
$926,581.74," relates Jenelle C. Arnold, Esq., at Aldridge Pite,
LLP, attorney for U.S. Bank National. The Creditor, moreover,
maintains taxes and insurance for the Property, and not the Debtor,
Ms. Arnold informs.
According to the Court filing, a mortgage on the Property was
originally incurred by Winston Ellis. Mr. Ellis later transferred
his interest in the Property to the Debtor, and has allegedly
executed an unauthorized quit claim deed. A final judgment of
Foreclosure and Sale for $926,581.74 on the Propert was entered by
the Supreme Court for Kings County on Oct. 24, 2019, with a current
contractual payment of $12,019.31, including principal and interest
of $3,612.17 and escrow of $8,407.14.
A copy of the Objection is available free of charge at:
https://is.gd/UzXu8B
About W Grant Avenue LLC
W Grant Avenue LLC owns in fee simple a four-unit residential
building located in Brooklyn, New York. It filed a Chapter 11
petition on Sept. 18, 2019 (Bankr. E.D.N.Y. Case No. 19-45593) in
Brooklyn, New York. In the petition signed by Winston Ellis, CEO,
the Debtor disclosed total assets of $1,225,950 and total
liabilities of $926,581 at the time of filing. The case is
assigned to the Hon. Carla E. Craig. CUSHNER & ASSOCIATES, P.C.,
represents the Debtor.
WALKER COUNTY HOSPITAL: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Walker County Hospital Corporation
d/b/a Huntsville Memorial Hospital
110 Memorial Hospital Drive
Huntsville, TX 77340
Business Description: Walker County Hospital Corporation --
https://www.huntsvillememorial.com --
operates a community hospital located in
Huntsville, Texas. The Debtor is the sole
member of its non-debtor affiliate, HMH
Physician Organization. Founded in 1927,
the Facility provides health care services
to the residents of Walker County and its
surrounding communities.
Chapter 11 Petition Date: November 11, 2019
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 19-36300
Judge: Hon. David R. Jones
Debtor's Counsel: Tyler Nathaniel Layne, Esq.
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union St, Ste 2700
Nashville, TX 37219
Tel: 615-244-6380
E-mail: tyler.layne@wallerlaw.com
- and -
Blake Daniel Roth, Esq.
WALLER LANSDEN DORTCH & DAVIS LLP
511 Union St, Ste 2700
Nashville, TN 37219
Tel: 615-244-6380
E-mail: blake.roth@wallerlaw.com
- and -
Thomas Cullen Wallace, Esq.
MORGAN LEWIS ET AL
1000 Louisiana St, Ste 4000
Houston, TX 77002
Tel: 713-890-5722
Email: cullen.wallace@morganlewis.com
Debtor's
Financial &
Restructuring
Advisor: HEALTHCARE MANAGEMENT PARTNERS, LLC
Debtor's
Notice &
Claims
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
https://dm.epiq11.com/case/WCH/dockets
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Steven Smith, CEO.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb19-36300.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Cavalier Health Services LLC Litigation $4,558,546
7105 Old Katy Rd Apt 3101
Houston, TX 77024
Contact: David Cavalier, President
Tel: 7038727520
Fax: 7039972395
Email: info@cavalierhomehealth.com
2. Walker County Hospital District Lease Unliquidated
PO Box 1267
Huntsville, TX 77342
Contact: Anne Woodard, Chairman
Tel: 936-295-0038
Fax: 936-295-3114
Email: wchd@sbcglobal.net
3. Intuitive Surgical Inc. Capital Lease $1,420,720
1266 Kifer Road
Sunnyvale, CA 94086
Contact: Gary Gurhart, CEO
Tel: 8045232100
Fax: 4085231390
4. Sabre Investment LLC Litigation $1,391,660
1 Pastoral Pond CIR
The Woodlands, TX 77380
Tel: 2812969336
Fax: 4324457044
5. Premier Anesthesia Trade Payable $1,010,027
2655 Northwinds Pkwy
Alpharetta, GA 30009
Contact: Anni Glover
Marketing Director
Tel: 8552203662
Email: aglover@premieranesthesia.com
6. BCBS of TX Trade Payable $578,725
PO Box 805107
Chicago, IL 60680-4140
Contact: Nancy C. Pruitt, Counsel
Tel: 9727666900
Email: nancy_pruitt@hcsc.net
7. UnitedHealth Group Incorporated Identified $569,812
185 Asylum St 03B Overpayment
Hartford, CT 06103
Contact: Jason Ronning
Tel: 9529796215
Email: jason_ronning@uhc.com
8. Shannon L. Brown Litigation $510,000
28415 Monterey Cliff LN
Huffman, TX 77336
9. UTMB Correctional Managed Care Trade Payable $375,079
301 University Blvd
Galveston, TX 77555
Contact: Donna K. Sollenberger,
MA., EVP and CEO
Tel: 4097472600
Fax: 4097631915
10. Philips Healthcare Trade Payable $354,179
3000 Minuteman Road, MS 400
Andover, MA 01810
Contact: Sean Latham, Mgr AR
Tel: 4254828707
Fax: 9786855372
Email: sean.latham@philips.com
11. Matrix Trust Company Pension $307,000
Broadridge Financial Obligation
Solutions, Inc.
2800 N Central Ave Ste 900
Phoenix, AZ 85004
Contact: Jada Brown
Client Services Specialist
Tel: 6022961977
Fax: 6022961993
Email: jada.brown@broadridge.com
12. Carefusion Solutions, LLC Capital Lease $257,227
25082 Network PL
Chicago, IL 60673-1250
Contact: Todd Bell
Tel: 8888764287
Fax: 8005314140
Email: todd.bell@carefusion.com
13. Stroudwater Associates Professional $215,645
Stroudwater Crossing Services
1685 Congress St Ste 202
Portland, ME 04102
Contact: Eric Shell, Chairman
Tel: 2072218250
Fax: 2078280821
14. Medline Industries, Inc. Trade Payable $198,912
PO Box 121080
Dallas, TX 75312-1080
Contact: Donald Torres
Sr Collections Advisory SPEC
Tel: 8476434232
Email: dtorres@medline.com
15. Baylor Pathology Trade Payable $196,215
One Baylor Plaza 286A
Houston, TX 77030
Contact: Martin Matzuk, M.D. Ph.D.
Interim Chair
Tel: 7137984661
Fax: 7137985838
Email: mmatzuk@bcm.edu
16. Medicare Identified $189,382
US Dept of Health & Overpayment
Medicaid Services
26 Federal Plaza RM 38-130
New York, NY 10278
Contact: Victoria Abril
Tel: 2126162500
Email: victoria.abril@cms.hhs.gov
17. A-S 103 SAM Houston Town Lease $189,256
Center, LP
8827 W Sam Houston Pkwy
North Ste 200
Houston, TX 77040
Contact: Katherine Hatcher, President
Tel: 2814774300
Fax: 2814774399
Email: khatcher@newquest.com
18. G&E HC REIT II Livingston MOB Trade Payable $179,859
1551 N Tustin Ave Ste 300
Santa Anna, CA 92705
Contact: Kristi Wry
Tel: 7145582836
Fax: 7144157906
Email: kristiw@octitle.com
19. CIGNA Special Investigation Unit Trade Payable $176,248
900 Cottage Grove Rd
Hartford, CT 06152
Contact: David Cordani, President
Tel: 8009971654
20. HSS Systems, LLC Trade Payable $158,229
8101 W Sam Houston Pkwy Ste 100
Houston, TX 77072
Contact: Timothy McPherson, CEO
Tel: 4122121400
WEST COAST DISTRIBUTION: Taps Robinson & Robinson as Counsel
------------------------------------------------------------
West Coast Distribution, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Robinson & Robinson LLP as its special counsel effective as of Oct.
1, 2019.
The firm will provide legal services to recover the Debtor's
accounts receivables.
Robinson will be paid a contingency fee, which is 20 percent of the
total net recovery received.
Gregory Robinson, Esq., a partner at Robinson, disclosed in court
filings that the firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory Robinson, Esq.
Robinson & Robinson LLP
2301 Dupont Drive, Suite 530
Irvine, CA 92612
Phone: 949-752-7007
Fax: 949-752-7023
Toll Free: 888-467-7065
About West Coast Distribution
West Coast Distribution Inc. is a full-service third party
logistics and supply chain management provider specializing in
apparel, retail and lifestyle brands.
West Coast Distribution sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-20332) on Aug. 30,
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 Sheri Bluebond.
The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel; and Fineman West Co. LLP as its accountant.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Sept. 30, 2019. The committee is represented by
Weiland Golden Goodrich LLP.
WILLIAM LYON: S&P Puts 'B' ICR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings placed all ratings on William Lyon Homes Inc.
(WLH), including its 'B' issuer credit rating and 'B+' senior
unsecured debt ratings, on CreditWatch with positive implications.
Taylor Morrison announced its intention to acquire 100% of William
Lyon Homes. The transaction expands TMHC's footprint into new
markets (e.g., Seattle and Portland) and bolsters its presence in
existing locales (e.g., Texas and California). Upon completion of
the transaction, William Lyon will contribute about one-third of
the combined company's revenues and a similar proportion of
deliveries--which would have totaled nearly 13,000 in its most
recent full year (2018).
Paid for primarily via an equity exchange, whereby TMHC maintains
77% ownership and WLH 23%, the transaction's implied value is $2.4
billion, and TMHC will assume all of WLH's approximately $1.4
billion in debt. The deal is subject to regulatory and antitrust
review, and the company expects the deal to close by the second
quarter of 2020.
"We expect to resolve the CreditWatch when TMHC closes the
acquisition of WLH, which we expect to occur in early 2020. At that
time, we anticipate we will discontinue the ratings on WLH because
this entity will cease to exist upon completion of the merger," S&P
said.
WISE ENTERPRISES: Directed to Pay Adequate Protection to Synovus
----------------------------------------------------------------
Judge Paul W. Bonapfel signed a compliance consent order directing
Wise Enterprise Group, LLC, to pay Synovus Bank regular monthly
payments beginning with the October 2019 payment for $7,762.14 plus
an additional $150.14 to cure the shortage as to the September 2019
monthly payment.
The Court ruled that the Debtor may continue using the subject Real
Property in the usual and customary manner and will maintain proper
insurance, and pay the related post-petition real estate tax
obligations. The Court ordered Synovus to resume sending monthly
billing statements and other normal informational communications to
the Debtor.
A copy of the Order is available at https://is.gd/jTYUwT free of
charge from PacerMonitor.com
About Wise Enterprise Group
Wise Enterprise Group LLC, an investment holding company in
Cartersville, Ga., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-41786) on Aug. 2,
2019. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. The case has been assigned to Judge Paul W. Bonapfel. The
Debtor is represented by Theodore N. Stapleton, P.C.
ZUMOBI INC: ESW Capital to Receive 100% of Equity in Plan
---------------------------------------------------------
Zumobi, Inc., has proposed a reorganization plan that contemplates
the Debtor's continued operation following the Effective Date.
On the Effective Date, 1,000 shares of new equity of the
Reorganized Debtor shall be issued. To the extent it exercises the
subscription option, the DIP lender will receive new equity of the
Reorganized Debtor. In exchange for payment of the consideration
of $750,000, plus up to another $150,000, the plan sponsor will
receive the remainder of the New Equity of the Reorganized Debtor.
The aggregate amount of the New Equity received by the Plan Sponsor
and the DIP Lender will equal 100% of the New Equity of the
Reorganized Debtor.
ESW Capital, LLC, is presently the DIP Lender and Plan Sponsor.
The Plan provides that:
* Class 2 Convenience Claims. IMPAIRED. Estimated Amount:
$198,644. Projected Recovery: 30%. Each holder of an Allowed
Convenience Claim shall receive a guaranteed recovery of 30% on
account of and in full and complete settlement, release and
discharge.
* Class 3 General Unsecured Claims. IMPAIRED. Estimated Amount:
$2,047,661. Projected Recovery: 25% to 33%. Each holder of an
Allowed General Unsecured Claim shall receive, pro rata payment
from the GUC Recovery.
* Class 4 Noteholder Claim. IMPAIRED. Estimated Amount
$10,929,337. Projected Recovery: Share pro rata distribution to
with Class 3 claims for all distributions over 30%. Each holder of
an Allowed Noteholder Claim shall receive, on account of and in
full and complete settlement, release and discharge of, and in
exchange for, such Allowed Noteholder Claim.
* Class 5 Equity Interests. IMPAIRED. Estimated Amount: N/A.
Projected Recovery: 0%. No Distributions will be made to holders of
Allowed Equity Interests.
A full-text copy of the Disclosure Statement dated October 28,
2019, is available at https://tinyurl.com/y3899hy6 from
PacerMonitor.com at no charge.
Proposed Counsel to the Debtor:
Jeffrey R. Waxman
Eric J. Monzo
Brya M. Keilson
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
About Zumobi Inc.
Zumobi, Inc. -- https://www.zumobi.com -- is a mobile technology
company that partners with multiple brands to provide engaging
mobile marketing solutions on smartphones, tablets and other
devices.
Zumobi sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 19-12284) on Oct. 25, 2019. As of Oct.
25, 2019, the Debtor had total assets of $61,074 and liabilities of
$13,291,047.
The case is assigned to Judge Kevin Gross. The Debtor is
represented by Eric J. Monzo, Esq., at Morris James LLP.
*********
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 ***