/raid1/www/Hosts/bankrupt/TCR_Public/191216.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, December 16, 2019, Vol. 23, No. 349
Headlines
4L TECHNOLOGIES: S&P Lowers ICR to 'D' on Restructuring Agreement
AAC HOLDINGS: Moody's Lowers Prob. of Default Rating to D-PD
ABUNDANT LIFE OUTREACH: Seeks to Hire Rock Commercial as Realtor
ACHAOGEN INC: Court Approves Sale of Assets to Revagenix for $5K
AERIAL PARENT: S&P Downgrades ICR to 'B-' on Elevated Leverage
AIR INDUSTRIES: Receives New Contract Awards Totaling $18.2-Mil.
ALLIED WELDING: $6K Sale of Property to Complete Maintenance OK'd
AMERICAN DIAMOND: A Lipton to Pay Jordan D. Becker's Fees
AMERICAN TIMBER: Judge Signs Second Agreed Cash Collateral Order
AMERICAN WORKERS INSURANCE: AHCM Seeks Approval to Hire Consultant
ANCHORAGE MIDTOWN MOTEL: Hires Dorsey & Whitney as Bankr. Counsel
APPLIANCESMART INC: Files Voluntary Chapter 11 Bankruptcy Petition
ARR INVESTMENTS: Disclosure Statement Conditionally Approved
ARRO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
ASBURY AUTOMOTIVE: S&P Puts BB+ ICR on Watch Negative
ASCENA RETAIL: All Four Proposals Approved at Annual Meeting
ASCENA RETAIL: Posts $31.7 Million Net Income in First Quarter
ASCENT SOLAR: Incurs $1.3M Net Loss for Quarter Ended Sept. 30
AT HOME GROUP: S&P Cuts ICR to 'B' on Performance Pressure
BETTEROADS ASPHALT: Lenders Seek to Stop Unauthorized Cash Use
BODY RENEW: No Rival Bids Received for Assets
BRIGHT HORIZONS: S&P Alters Outlook to Positive, Affirms BB- ICR
BROOKFIELD RESIDENTIAL: Moody's Affirms B1 CFR, Outlook Stable
BROOKLYN EVENTS: S&P Lowers Senior Secured Debt Rating to 'B+'
C&S WHOLESALE: S&P Cuts ICR to B+ on Nonrenewal of Ahold Contract
CAH ACQUISITION: Trustee Gets Approval to Sell Assets for $7.15MM
CALPINE CORP: S&P Rates New $750MM Sr. Secured Notes Due 2028 'BB'
CARROLL REALTY: Employs William E. Newsome as Realtor
CENTER CITY: Archer & Greiner Represents Former Physician Group
CENTER CITY: Potter Anderson Represents Hahnemann Residents
CHINA LENDING: Li Jingping Resigns as CEO
COMMUNITY HEALTH: CFO Thomas Aaron Will Retire at End of the Year
COOL HOLDINGS: Registers 15M Shares Under 2015 Incentive Plan
CREATIVE LIGHTING: Hires Motschenbacher & Blattner as Counsel
CREDIT ACCEPTANCE: Moody's Affirms Ba3 CFR, Outlook Stable
CURIOUS APPAREL: Voluntary Chapter 11 Case Summary
DOUGH BAR: Wins Approval to Hire Owen Hathaway as Counsel
DREAM BIG RESTAURANTS: Permitted to Enter Lease for New Office
DYCOM INDUSTRIES: S&P Affirms BB- Rating on Convertible Notes
ENTERCOM COMMUNICATIONS: S&P Ups Sec. Second-Lien Note Rating to B
EUREKA 93: Board Recommends Commencement of Initial Restructuring
FORESIGHT ENERGY: Board Terminates Long-Term Incentive Plan
GANDYDANCER: Hires NM Financial as Bankruptcy Counsel
GANDYDANCER: Taps Keleher & McLeod as Civil Litigation Attorney
GIGA-TRONICS INC: Completes Reverse Split of Common Stock
GOOD SAMARITAN: Case Summary & 20 Largest Unsecured Creditors
GREAGER CUSTOM: Taps Bluff & Associates as Special Counsel
HORIZON GLOBAL: Chief Financial Officer Pierson Resigns
HORIZON GLOBAL: S&P Alters Outlook to Negative, Affirms 'CCC' ICR
HOVNANIAN ENTERPRISES: Consummates Notes Exchange Offers
ICONIX BRAND: Faces SEC Accounting Fraud Charges
IRIS RAMOS: Court Okays $200K Sale of Roslindale Property
ISAGENIX WORLDWIDE: S&P Lowers ICR to 'CCC+'; Outlook Negative
ISS MANAGEMENT: Cunningham Chernicoff Okayed as Bankr. Counsel
JANETTE COCKRUM: Court Okays $125K Sale of Mountain Home Property
JILL ACQUISITION: Moody's Lowers CFR to B2, Outlook Negative
KAISER GYPSUM: Plan Confirmation Hearing Scheduled for March 30
KENWOOD MANOR: Case Summary & 20 Largest Unsecured Creditors
KESTREL BIDCO: S&P Assigns B+ Issuer Credit Rating; Outlook Stable
KNB HOLDINGS: S&P Lowers ICR to 'CCC+' Due to Tariff Headwinds
LAREDO PETROLEUM: S&P Alters Outlook to Negative, Affirms B+ ICR
LEADVILLE CORP: Weepah Files Amended Reorganization Plan
LEGACY RESERVES: Completes Financial Restructuring, Exits Ch.11
MASTER LUBE: Amends Farmers Bank's Interest Rate to 5.25%
MATRA PETROLEUM: Seeks to Hire MMS Certified as Accountant
MICHAELS COS: S&P Downgrades ICR to 'B+' on Soft Performance
MURRAY ENERGY: Frost Brown Updates on Superpriority Lenders
MURRAY ENERGY: In Confidential Discussions with Unit's Lenders
MY KIDZ DENTIST: Case Summary & 20 Largest Unsecured Creditors
NAPHTHA ENTERPRISES: Seeks to Hire Wierson CPA as Accountant
NESCO HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR
NUVECTRA CORPORATION: Hires Stout Risius as Investment Banker
NUVECTRA CORPORATION: Taps Dorsey & Whitney as Corporate Counsel
NXT ENERGY: Completes C$1.25 Million Targeted Issuer Bid
OCEAN POWER: Needs Additional Funding to Remain as Going Concern
P&D INVESTMENTS: Seeks to Hire TTG as Real Estate Advisor
PACIFIC GAS: Elliott Management Comments on Best Path Forward
PALMETTO SCHOLARS ACADEMY: S&P Raises 2015A Rev Bond Rating to BB+
PAPPY'S TRUCKS: Seeks to Hire Joyce W. Lindauer as Legal Counsel
PARADISE REDEVELOPMENT: S&P Lowers Bond Rating to 'BB' on AV Losses
PARKINSON SEED: Court Okays Sale of Fremont Property for $525K
PARKINSON SEED: SummitBridge Files Amended Liquidating Plan
PARKINSON SEED: Trustee to Sell Steinman Dry Farm for $250K
PARKLAND FUEL: Moody's Upgrades CFR to Ba2, Outlook Stable
PEABODY ENERGY: S&P Cuts ICR to 'B+' on Higher Expected Leverage
PENGROWTH ENERGY: Glass Lewis Recommends Approval of Arrangement
PERIMETER LAWN: Plan Outline Conditionally OK'd, Jan. 8 Hrg. Set
PETROCHOICE HOLDINGS: S&P Affirms 'B-' ICR on Improved Liquidity
PG&E CORP: Seeks Approval to Expand Scope of Morrison's Services
PG&E CORPORATION: Files Amended Plan of Reorganization
PHUNWARE INC: Appoints Eric Manlunas as New Chairman of Board
PLASKOLITE PPC: S&P Lowers ICR to 'B-' on High Leverage
PLEASANTON FITNESS: Gets Approval to Sell Equipment to M&S Health
PNW HEALTHCARE: Seeks to Hire D. Bugbee & Scalia as Co-Counsel
PONDEROSA-STATE ENERGY: Files Cash Collateral Budget Thru March 8
PRESSURE BIOSCIENCES: Posts $4.3-Mil. Net Loss in Third Quarter
QUORUM HEALTH: Receives Noncompliance Notice from NYSE
RANGE RESOURCES: Moody's Lowers CFR to Ba3, Outlook Negative
REAVANS ANNEX: Seeks to Hire Joyce W. Lindauer as Legal Counsel
REGIONAL HEALTH: Stockholders Demand Correction of Proxy Statement
RIOT BLOCKCHAIN: Registers 3.9-Mil. Shares Under Incentive Plans
RIVER ROAD ICE: Case Summary & 3 Unsecured Creditors
RIVOLI & RIVOLI: Cash Collateral Use Through Dec. 19 Okayed
ROSE COURT: Seeks to Hire Nichani Law Firm as Legal Counsel
ROVIG MINERALS: Committee Hires Simon Peragine Counsel
ROWLEY SOLAR: Gets Approval to Sell Assets to PowerFund for $4MM
SAMSON OIL: All Four Proposals Approved at Annual Meeting
SCIENTIFIC GAMES: David Kennedy Resigns as Director
SCOTTY'S HOLDINGS: $40K Sale of Liquor License to La Diabla OK'd
SEMILEDS CORP: Issues $2 Million Unsecured Promissory Notes
SFKR LLC: Seeks to Hire Uptown Business as Real Estate Broker
SHEET METAL WORKS: Richards Brandt Approved as Bankr. Counsel
SOUTHERN LIVING: Case Summary & 6 Unsecured Creditors
SPORTCO HOLDINGS: Plan of Liquidation Declared Effective
STONEMOR PARTNERS: Settles with SEC Over Alleged Violations
SUNESIS PHARMACEUTICALS: Signs License Agreement with Denovo
SUNEX INTERNATIONAL: Sale of Domestic Assets to Sun Windows OK'd
SWINGING TAIL: Case Summary & 11 Unsecured Creditors
TAPSTONE ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payment
TEXAS CAPITAL: S&P Alters Outlook to Positive on Merger Plan
THINK FINANCE: Exits Chapter 11 Bankruptcy Protection
THOR INDUSTRIES: S&P Raises Secured Term Loan Rating to 'BB+'
THURSTON MANUFACTURING: Gets Approval to Sell Thurston Property
TPC GROUP: S&P Puts 'B' ICR On Watch Neg. After Facility Explosion
TRADE GLOBAL: Visible Supply Chain Management Acquires Business
TROIANO TRUCKING: May Continue Cash Collateral Use Until Dec. 19
UFS HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
VECTOR LAUNCH: Case Summary & 20 Largest Unsecured Creditors
VIDANGEL INC: Trustee Wants to Enter VOD-SVOD License Agreement
VISKASE COMPANIES: Moody's Alters Outlook on B3 CFR to Negative
WEATHERFORD INT'L: Completes Financial Restructuring, Exits Ch.11
WESTJET AIRLINES: S&P Downgrades ICR to 'B+' on Onex Corp Deal
WESTWIND MANOR: Seeks to Hire Cushman & Wakefield as Appraiser
WINKLER COUNTY HOSPITAL: S&P Cuts 2016 GO Bond Rating to 'BB+'
WOK HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable
WYNDHAM DESTINATIONS: S&P Rates $300MM Senior Secured Notes 'BB-'
ZVAH INC: Unsecureds to Have 10% Recovery Over 5 Years
[*] O'Melveny's to Add New Partners in 2020
[^] BOND PRICING: For the Week from December 9 to 13, 2019
*********
4L TECHNOLOGIES: S&P Lowers ICR to 'D' on Restructuring Agreement
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S&P Global Ratings lowered its issuer credit rating and issue-level
ratings on 4L Technologies Inc.'s senior secured debt and senior
unsecured notes to 'D' (default).
The downgrade follows 4L Technologies' restructuring support
agreement with a group of lenders holding more than 67% of its
outstanding long-term debt and its notice to voluntarily file for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Terms
of the restructuring include equitization of all the firm's
approximately $677 million debt balance.
AAC HOLDINGS: Moody's Lowers Prob. of Default Rating to D-PD
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Moody's Investors Service downgraded the Probability of Default
Rating of AAC Holdings, Inc. to D-PD from Caa2-PD. The rating
agency affirmed AAC's Caa2 Corporate Family Rating and the Caa2
ratings on its senior secured credit facilities. There is no change
to the SGL-4 Speculative Grade Liquidity Rating. The outlook
remains negative.
The downgrade of the PDR reflects the fact that AAC missed
principal and interest payments due during the third quarter ended
September 30, 2019, which Moody's considers a default. AAC has
entered into forbearance agreements with its lenders that expire on
March 31, 2020. The affirmation of the Caa2 CFR reflects the
potential for future defaults by AAC over the next 12-24 months.
The affirmation of the Caa2 senior secured debt ratings indicate
Moody's view that AAC's real estate portfolio boosts the recovery
prospects for the senior secured debtholders in a default
scenario.
AAC Holdings, Inc.
Ratings downgraded:
Probability of Default Rating to D-PD from Caa2-PD
Ratings affirmed:
Corporate Family Rating at Caa2
Senior secured revolving credit facility expiring 2022 at Caa2 (LGD
3)
Senior secured term loans due 2023 at Caa2 (LGD 3)
The outlook is negative.
RATINGS RATIONALE
AAC Holdings' (parent company of American Addiction Centers) Caa2
CFR reflects the company's very high financial leverage,
persistently negative free cash flow and weak liquidity. Currently,
AAC's capital structure is unsustainable and AAC has entered into a
forbearance agreement with its senior secured lenders. The company
is also reliant on internet marketing and search engines to
generate a large portion of patient admissions at its facilities.
The CFR is supported by favorable underlying demand trends as
addiction treatment in the US becomes increasingly accepted by
patients and payors. The CFR is also supported by the company's
ownership of a substantial portion of its real estate.
The negative outlook reflects the risk that AAC is unable to
improve its operating performance and weak liquidity in the near
term. It also reflects the risks that these challenges could induce
it to pursue a transaction that Moody's would consider default,
including a distressed exchange.
The high risk patient population and the manner by which AAC
operates its business exposes the company to extensive social risk.
Allegations of improper supervision when a patient death occurs at
one of AAC's facilities can cause reputational harm to the company.
Further, there is an imbalance between the high demand for
addiction treatment and low supply of places patients can go for
these services. This means that AAC can select a very small
minority of prospective patients for treatment at its centers based
on criteria relating to their level of insurance coverage and
financial ability to pay out of pocket expenses. From a governance
perspective, the company has employed aggressive financial policies
in its pursuit of growth (e.g. - its leveraging acquisition of
AdCare).
The ratings could be downgraded if the probability of a future
default increases or AAC's recovery prospects weaken in such a
scenario. Further weakening of operating trends or erosion of
liquidity beyond current levels could also result in a downgrade.
The ratings could be upgraded if liquidity substantially improves.
An upgrade could also be driven by significant earnings improvement
such that Moody's would expect breakeven cash flow to result.
AAC Holdings, Inc., headquartered in Brentwood, TN, provides
substance abuse treatment services for individuals with drug and
alcohol addiction. As of September 30, 2019, the company operated 9
inpatient substance abuse treatment facilities, 14 standalone
outpatient centers and three sober living facilities across the US.
AAC Holdings is publicly traded and generated $234 million of
revenue during the 12 months ending September 30, 2019.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ABUNDANT LIFE OUTREACH: Seeks to Hire Rock Commercial as Realtor
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Abundant Life Outreach, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to hire
Rock Commercial Real Estate, LLC.
The Debtor needs the services of a realtor in liquidating its real
properties located at 401 North George St. and 701 West King St.,
York, Pa.
The commission is 6 percent to be split between Rock Commercial and
a co-broker. The firm will get 60 percent of the commission while
its co-broker will get 40 percent.
Benjamin Bode, the Rock Commercial realtor who will be providing
the services, disclosed in court filings that he is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin Bode
Rock Commercial Real Estate, LLC
Susquehanna Commerce Center West
221 West Philadelphia Street, Suite 19
York, PA 17401
Office: 717.854.5357
Direct: 717.850.0874
Fax: 717.854.5367
Email: bbode@ROCKrealestate.net
About Abundant Life Outreach
Abundant Life Outreach, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-04091) on Sept.
25, 2019. In the petition signed by Anthony W. Sease, chief
executive officer, the Debtor was estimated to have assets ranging
between $500,001 and $1 million, and liabilities of the same
range.
On Nov. 6, 2019, the court ordered the dismissal of the Debtor's
case. The case was reopened on Nov. 25, 2019.
Judge Henry W. Van Eck presides over the case. The Debtor tapped
the Law Offices of Craig A. Diehl as its legal counsel.
ACHAOGEN INC: Court Approves Sale of Assets to Revagenix for $5K
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Achaogen, Inc. received approval from the U.S. Bankruptcy Court for
the District of Delaware to sell assets relating to its research
and development programs on small molecule antibiotics to
Revagenix, Inc. for $5,000.
About Achaogen Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company focused
on the discovery, development, and commercialization of innovative
antibacterial treatments against multi-drug resistant gram-negative
infections.
Achaogen sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the
petition signed by CEO Blake Wise, the Debtor disclosed assets of
$91.61 million and liabilities of $119.96
million as of Jan. 31, 2019.
The case is assigned to Judge Brendan Linehan Shannon.
The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as
financial advisor; Cassel Salpeter & Co., LLC as investment banker;
and Kurtzman Carson Consultants LLC as claims, noticing and
solicitation agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on April 23, 2019. The committee
hired Akin Gump Strauss Hauer & Feld LLP and Klehr Harrison Harvey
Branzburg LLP as its legal counsel, and Province, Inc. as its
financial advisor.
AERIAL PARENT: S&P Downgrades ICR to 'B-' on Elevated Leverage
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S&P Global Ratings lowered the issuer credit rating on U.S.-based
Aerial Parent Corp. (d/b/a/ Neustar) by one notch to 'B-' from 'B'.
The outlook is stable. At the same time, S&P lowered the
issue-level ratings on Neustar's first-lien debt to 'B+' from 'BB-'
and second-lien debt to 'CCC' from 'CCC+'.
The downgrade reflects the rise in Neustar's leverage due to large
acquisition and restructuring expenses related to its business
transformation.
Costs incurred to revamp the company's operations following the
transition of its Number Portability Administration Center (NPAC)
activities in June of 2018 have contributed to sharply lower EBITDA
this year (inclusive of non-recurring items). This resulted in S&P
Global Ratings-adjusted leverage of 10.7x as of Sept. 30. 2019.
While S&P expects about half of the restructuring expenses to roll
off in 2020, it believes leverage will remain above 6.5x over the
next year.
The stable outlook reflects S&P's expectation that Neustar will be
able to reduce its leverage to the low-7x area as restructuring
costs abate over the next 12 months
"We could lower the rating if operating performance is materially
weaker than we expect because of reduced demand for its customer
analytics solutions or security services, the loss of a significant
contract, or if competition from larger players results in customer
losses, which leads to a sharp decline in its FOCF and weaker
liquidity. We could also lower the rating if the company's
financial commitments appear unsustainable over the long term," S&P
said.
"Although unlikely in the near term, we could raise the rating if
Neustar increases top-line revenue, and sustains margins in the
low-to-mid 30% area while reducing leverage comfortably below 6x.
Given its private-equity ownership, an upgrade would require
Neustar's owners to maintain financial policies that allow the
company to sustain leverage comfortably below 6x," the rating
agency said.
AIR INDUSTRIES: Receives New Contract Awards Totaling $18.2-Mil.
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Air Industries Group has received major new contract awards
totaling $18.2 million, and potential follow-on orders for an
additional $13.7 million.
Air Industries Machining Corporation, a unit of the Company's
Complex Machining Sector, received firm orders totaling
approximately $11.9 million, including:
* An award of approximately $3.0 million for F-35 Joint Strike
Fighter landing gear components, with deliveries beginning
next year and continuing through 2021.
* An award of approximately $8.9 million for complete landing
gear for the E2-D Hawkeye with deliveries beginning in 2021.
The company has also been awarded exclusivity for an
additional three years (2023 to 2025), covering additional
product that may be ordered by its customer, worth an
estimated $13.7 million.
Sterling Engineering Corporation, the Company's Turbine & Engine
Sector, received firm orders during October and November totaling
$6.3 million, these orders extend to 2023.
* Jet engine components totaled $2.4 million.
* Rotorcraft components totaled $3.9 million.
These orders increase the Company's eighteen-month firm and funded
backlog to approximately $110 million dollars.
Mr. Lou Melluzzo, CEO of Air Industries commented: "Receiving these
contract awards is significant both in value and for the aircraft
platforms involved. These orders span both military and commercial
aviation.
"The F-35 Joint Strike Fighter is the newest fighter aircraft in US
military service. Production of this aircraft is now ramping up to
full rate production with a goal of 200 aircraft per year.
"The E-2C/D aircraft is a US Navy aircraft providing Airborne Early
Warning and Control for Carrier Battle Groups. Each carrier has
four E-2 aircraft. This platform has been a staple product of Air
Industries for many years. The new E2-D Advanced Hawkeye is the
latest variant and will replace older models in service. Foreign
military forces have also ordered the E2-D, most notably Japan, to
counter threats from China.
The vast majority of these contract awards are long-term
agreements, allowing Air Industries to plan production more
efficiently, and to have the opportunity to increase profit
margins."
About Air Industries
Headquartered in Bay Shore, New York, Air Industries Group is an
integrated manufacturer of precision equipment assemblies and
components for leading aerospace and defense prime contractors.
Air Industries reported a net loss of $10.99 million in 2018
following a net loss of $22.55 million in 2017. As of Sept. 30,
2019, the Company had $50.75 million in total assets, $40.19
million in total liabilities, and $10.56 million in total
stockholders' equity.
Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook,
NJ, the Company's auditor since 2008, issued a "going concern"
qualification in its report dated April 1, 2019, on the Company's
consolidated financial statements for the year ended Dec. 31, 2018,
citing that the Company has suffered a net loss in 2018 and is
dependent upon future issuances of equity or other financing to
fund ongoing operations, all of which raise substantial doubt about
its ability to continue as a going concern.
ALLIED WELDING: $6K Sale of Property to Complete Maintenance OK'd
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Judge Thomas Perkins of the U.S. Bankruptcy Court for the Central
District of Illinois approved the sale of Allied Welding, Inc.'s
real property located at 1807 Finney Street, Chillicothe, Ill.
The property will be sold to Complete Maintenance Systems, Inc. for
$6,000 to be distributed as follows: (i) Peoria County real estate
taxes, $3,829; (ii) closing costs, $5; and (iii) debit for prorated
2019 real estate taxes, $1,599. The net proceeds of $566 will be
used for Allied Welding's general operations.
About Allied Welding
Founded in 1964, Allied Welding, Inc. --
https://www.alliedwelding.net/ -- provides assembly, packaging,
precision CNC machining, welding, powder coating and plasma cutting
services. It has a 78,000-square-foot manufacturing facility in
Chillicothe, Ill.
Allied Welding sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range.
The case is assigned to Judge Thomas L. Perkins. The Debtor is
represented by Rafool, Bourne & Shelby, P.C.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Aug. 9, 2019. The
committee is represented by Lewis Rice LLC.
AMERICAN DIAMOND: A Lipton to Pay Jordan D. Becker's Fees
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American Diamond Mint, LLC disclosed in a filing with the U.S.
Bankruptcy Court for the Southern District of New York that a third
party, A Lipton LLC, will provide the Law Offices of Jordan D.
Becker with payment of all legal fees and expenses that have been
unpaid through Nov. 30, 2019.
The unpaid fees total $1,600 based upon the discounted hourly rate
of $100 per hour for all the firm's attorneys. Commencing on Dec.
1, 2019, subject to bankruptcy court approval, the firm will be
compensated for its representation of the Debtor in the form of
33.3 percent of any "gross recovery" for the Debtor, less the
amount paid by A. Lipton, according to the court filing.
The Debtor has tapped the Law Offices of Jordan D. Becker as
special litigation counsel in connection with the prosecution of
its claims against its pre-bankruptcy litigation counsel, Locke
Lord, in the action encaptioned Secured Worldwide, LLC v. Kinney,
Index No. 15-1761 (SDNY)(McMahon, Jr.).
About American Diamond Mint
American Diamond Mint LLC markets and sells Diamond Bullion -- a
credit card-sized package of investment-grade diamonds in a
tamper-resistant case, with a unique optical signature recognition
system and serial number.
American Diamond Mint sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22780) on April 11,
2019. At the time of the filing, the Debtor estimated assets and
liabilities of between $1 million and $10 million. The case is
assigned to Judge Robert D. Drain. Rattet PLLC is the Debtor's
counsel.
AMERICAN TIMBER: Judge Signs Second Agreed Cash Collateral Order
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Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized American Timber Marketing
Group, LLC's interim use of cash collateral in accordance with the
Second Agreed Order to pay expenses set forth in the budget.
As adequate protection, Branch Banking and Trust Company 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. In addition, the
Debtor will pay BB&T a further interim adequate protection in cash
or cash equivalents in the amount of $5,000.
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.
AMERICAN WORKERS INSURANCE: AHCM Seeks Approval to Hire Consultant
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Association Health Care Management, Inc., an affiliate of American
Workers Insurance Services, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire a
consultant.
In an application filed in court, AHCM proposes to employ Alan Hall
as consultant on various matters, including regulatory compliance,
interaction with regulatory agencies, product design and vendor
relations. Mr. Hall will not be involved in the administration of
AHCM's Chapter 11 case.
The consultant will receive a monthly fee of $8,000 for his
services.
Mr. Hall does not represent any interest adverse to AHCM and its
bankruptcy estate, according to court filings.
Mr. Hall's address is:
Alan Hall
16434 Crossfield Drive
Houston, TX 77095
About American Workers Insurance
American Workers Insurance Services, Inc., is a health insurance
agency in Rockwall, Texas.
Association Health Care Management, Inc., doing business as Family
Care, provides health care services. AHCM offers assistance,
nursing, patient care, rehabilitation, and dental services.
AWIS and AHCM sought Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 19-44208) on Oct, 14, 2019 in Fort Worth, Texas. The
petitions were signed by Harold Lyndon Brock, Jr., president of
American Workers Insurance, and Landon Jordan, chief executive
officer of Association Health Care.
On the petition date, AWIS was estimated to have $50 million to
$100 million in assets, and $10 million to $50 million in
liabilities; AHCM was estimated to have between $50 million and
$100 million in assets, and between $10 million and $50 million in
liabilities.
The Hon. Mark X. Mullin is the case judge.
The Debtors tapped Forshey & Prosto, LLP as their legal counsel;
The Verde Law Firm, PLLC as special counsel; and William Roberts,
director at CR3 Partners, LLC, as chief restructuring officer.
ANCHORAGE MIDTOWN MOTEL: Hires Dorsey & Whitney as Bankr. Counsel
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Anchorage Midtown Motel seeks permission from the U.S. Bankruptcy
Court for the District of Alaska to employ Dorsey & Whitney LLP as
its general counsel.
Michael R. Mills of Dorsey & Whitney has represented many chapter
11 debtors and has confirmed many chapter 11 cases in Alaska, and
his experience and expertise will be beneficial to the Debtor.
Michael R. Mills is the lead attorney on this matter and his hourly
rate is $490. Other individuals who will be providing services as
well and their hourly rates are: Shane Kanady - $350 (associate)
and Michele Droege - $245 (paralegal).
Hourly rates of any other associates or paralegals will be charged
at their normal hourly rate. Other expenses, including photocopy
charges, facsimile charges, and long-distance phone charge will
also be billed at the Debtor's prevailing rates.
To the best of the Debtor's knowledge, none of the attorneys
working at Dorsey & Whitney have any connection with the trustee,
the Debtor, creditors, or any other party in interest, or their
respective attorneys or accountants, nor do they represent any
interest adverse to the estate in the matters upon which it is to
be retained.
Dorsey & Whitney attests that it is a disinterested party within
the meaning of 11 U.S.C. sections 101(14) and 327.
The firm may be reached at:
Michael R. Mills, Esq.
Shane Kanady, Esq.
DORSEY & WHITNEY LLP
1031 West Fourth Avenue Suite 600
Anchorage, AK 99501-5907
Tel: (907) 276-4557
Fax: (907) 276-4152
Email: mills.mike@dorsey.com
About Anchorage Midtown Motel
Anchorage Midtown Motel, Inc., is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). It owns the Anchorage
Midtown Motel, a centrally located motel/boarding house consisting
of four buildings with more than 62 rooms.
Anchorage Midtown Motel, based in Anchorage, Arkansas, filed a
Chapter 11 petition (Bankr. D. Alaska Case No. 17-00148) on April
25, 2017, listing $1 million to $10 million in assets and less than
$1 million in liabilities. A Chapter 11 plan was confirmed on Dec.
5, 2017.
The 2017 petition was signed by Kelly M. Millen, the Debtor's
vice-president and secretary. Judge Gary Spraker presided over the
2017 case. Michael R. Mills, Esq., at Dorsey & Whitney LLP, served
as the Debtor's bankruptcy counsel in that case.
Anchorage Midtown Motel again filed for Chapter 11 bankruptcy
(Bankr. Alaska Case No. 19-00369) on Nov. 21, 2019, listing under
$10 million in assets and $500,001 to $1 million in liabilities.
Dorsey & Whitney LLP also serves as bankruptcy counsel in the case.
APPLIANCESMART INC: Files Voluntary Chapter 11 Bankruptcy Petition
------------------------------------------------------------------
On December 9, 2019, ApplianceSmart, Inc., a wholly-owned, indirect
subsidiary of Live Ventures Incorporated ("Live Ventures"), filed a
voluntary petition (the "Chapter 11 Case") in the United States
Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code"). The bankruptcy
affects Live Ventures' indirect subsidiary ApplianceSmart only, and
does not affect any other subsidiary of Live Ventures, or Live
Ventures itself. As part of the Chapter 11 process, ApplianceSmart
expects to work with its lenders and creditors to restructure and
or settle, among other indebtedness, secured indebtedness owed by
ApplianceSmart to Crossroads Financial of approximately $1.6
million, secured indebtedness owed by ApplianceSmart to JanOne Inc.
of approximately $2.9 million, and other amounts owed of
approximately $6.6 million.
ApplianceSmart expects to continue to operate its business in the
ordinary course of business as debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court. To ensure ordinary course operations,
ApplianceSmart is seeking approval from the Bankruptcy Court of a
variety of "first day" motions, including motions to obtain
customary relief intended to assure ApplianceSmart's ability to
continue its ordinary course operations after the filing date. In
addition, the Company reserves its right to file a motion seeking
authority to use cash collateral of the lenders under the
reserve-based revolving credit facility.
The case will be administrated under the caption In re:
ApplianceSmart, Inc. (case number
19-13887). Court filings and other information related to the
Chapter 11 Case are available at the PACER Case Locator website for
those registered to do so or at the Courthouse located at One
Bowling Green, Manhattan, New York 10004.
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
The commencement of the Chapter 11 Case constituted an event of
default, and caused the automatic and immediate acceleration of all
debt outstanding under or in respect of two instruments and
agreements relating to direct financial obligations of
ApplianceSmart (the "Debt Instruments").
The material Debt Instruments include:
* the Loan and Security Agreement, dated as of March 15, 2019,
by and between ApplianceSmart, Inc. and Crossroads Financing, LLC;
* Security Agreement dated December 26, 2018 by and between
ApplianceSmart, Inc. and Appliance Recycling Centers of America,
Inc. (now known as JanOne Inc.);
* Sales Agreement by and between Whirlpool Corporation and
ApplianceSmart, Inc.;
* Promissory Note dated October 7, 2019 in the original
principal amount of $3,311,291.43 issued by ApplianceSmart, Inc. to
Whirlpool Corporation; and
* Security Agreement by ApplianceSmart, Inc. in favor of
Whirlpool Corporation.
ApplianceSmart, Inc. -- https://appliancesmart.com/ -- is a
retailer of household appliances. ApplianceSmart offers
white-glove delivery within each store's service area for those
customers that prefer to have appliances delivered directly.
ARR INVESTMENTS: Disclosure Statement Conditionally Approved
------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida, Orlando Division conditionally approved
the Disclosure Statement explaining the Plan of Reorganization of
ARR Investments, Inc.
The Court scheduled an evidentiary hearing for January 9, 2020 at
2:45 p.m. to consider and rule on the Disclosure Statement and to
conduct a confirmation hearing.
Creditors and parties-in-interest may file their written
acceptances or rejections of the plan (ballots) no later than seven
days before the date of the Confirmation Hearing.
Any party desiring to object to the Disclosure Statement or to
confirmation shall file its objection no later than seven days
before the date of the Confirmation Hearing. The objecting party
shall serve a copy of the objection at the same time it is filed on
the debtor, counsel for the debtor, the trustee (if any), counsel
for each official committee (if any), and the United States
Trustee.
All creditors and parties in interest that assert a claim against
the debtor which arose after the filing of the case, including all
attorneys, accountants, auctioneers, appraisers, and other
professionals for compensation from the estate of the debtor
pursuant to 11 U.S.C. Sec. 330 must timely file applications for
the allowance of such claims with the Court allowing at least 21
days notice time prior to the date of the Confirmation Hearing.
A full-text copy of the Order is available at
https://tinyurl.com/sgfaey2 from PacerMonitor.com at no charge.
About ARR Investments
ARR Investments, Inc., and its
subsidiaries--http://www.arr-learningcenters.com/-- offer learning
centers for infants, toddlers, preschoolers and Voluntary
Pre-Kindergarten in Orlando, Florida. The Learning Centers provide
computer labs; dance, yoga, music classes; aerobics; foreign
language instruction; before/after school transportation; certified
lifeguard and safety instructor for swim lessons and play; and
mini-camp breaks and summer camp.
ARR Investments and three of its subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The
petitions were signed by Alejandrino Rodriguez, president. At the
time of filing, the Debtors estimated under $10 million in both
assets and liabilities. Jimmy D. Parrish, Esq., at Baker &
Hostetler LLP, serves as the Debtors' counsel.
ARRO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Arro Corporation
7440 Santa Fe Drive
Hodgkins, IL 60525
Business Description: Arro Corporation -- https://arro.com --
provides food contract manufacturing,
processing, logistics, and warehousing
services. The Company offers custom dry,
liquid blending, reprocessing, bulk
handling, and processing services.
Chapter 11 Petition Date: December 13, 2019
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 19-35238
Judge: Hon. Janet S. Baer
Debtor's Counsel: Adam P. Silverman, Esq.
ADELMAN & GETTLEMAN, LTD.
53 West Jackson Boulevard, Suite 1050
Chicago, IL 60604
Tel: 312-435-1050
E-mail: asilverman@ag-ltd.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Dan Dooley, president.
A full-text copy of the petition is available for free at
PacerMonitor at https://is.gd/ni11Ox.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Aerotek, Inc. Trade Debt $134,620
3689 Collections Ctr Dr.
Chicago, IL 60693
Tel: 866-466-0420
Email: pslavin@aerotek.com
2. Alternative Staffing Inc. Outsourced Labor $1,617,900
5620 West Cermark Rd.
Cicero, IL 60804
Tel: 708-652-3636
3. American Express Credit Cards $660,191
Box 0001
Los Angeles, CA
90096-8000
Tel: 800-492-3344
4. Backhaul Direct Trade Debt $495,490
1 Virginia Ave, Suite 400
Indianapolis, IL 46204
Tel: 800-518-1664
5. Batory Foods Trade Debt $545,010
1700 Higgins Road, Suite 300
Des Plaines, IL
60018-3800
Tel: 847-299-7743
Email: ybaez@batoryfoods.com
6. Bluegrass Dairy $127,235
and Food, Inc.
606 W. Main St.
Springfield, KY 40069
Tel: 859-336-7643
Email: phowlett@bluegrassdairy.com;
charley@bluegrassdairy.com
7. BREIT Industrial Landlord Claim $942,045
Canyon IL1B03 LLC
P.O. Boc 209239
Austin, TX
78720-9239
Tel: 708-667-8802
8. Cacique de Cafe Trade Debt $331,497
Soluvel
Rua Horacio Sabino
Coimbra 100
86072-900
Londrina, Parana
Brazil
Email: pereira@caciqueny.com
9. Dykema Gossett PLLC Legal Fees $171,062
10 S. Wacker Drive, Suite 2300
Chicago, IL 60606
Tel: 312-876-1700
10. Gierczyk, Inc. Construction $1,113,798
16200 Clinton Street
Harvey, IL 60426
Tel: 708-596-9696
11. Graphic Packaging Trade Debt $197,948
International
PO Box 414170
Atlanta, GA
30384-4170
Tel: 800-376-2703
Email: stjohnm@graphicpkg.com;
christine.mucci@graphicpkg.com
12. Karlin Foods Corp. Trade Debt $590,446
1845 Oak Street, Suite 19
Northfield, IL 60093
Tel: 847-441-8330
13. Kraft Heinz Company Trade Debt $2,029,681
200 East Randolph Street
Suite 7600
Chicago, IL 60601
Tel: 773-841-3888
14. Live Electric, LLC Trade Debt $198,358
68 Spring Ave
Glen Ellyn, IL 60137
Tel: 630-474-0125
15. Mercer Foods, LLC Trade Debt $154,760
1836 Lapham Drive
Modesto, CA 95354
Tel: 209-529-0150
Email: csr@mercerfoods.com
16. Onin Group Midwest,LLC Outsourced Labor $1,013,693
1 Perimeter Park S
Suite 450N
Birmingham, AL35243
Tel: 773-486-2400
17. Santa Fe Industrial Landlord Claim $609,444
Investors
One Oakbrook
Terrace Ste 400
Oakbrook Terrace, IL
60181
18. Sensory Effects Trade Debt $164,586
Powder Systems
136 Fox Run Drive
Defiance, OH 43512
Tel: 419-783-4345
Email: kgoetschius@balchem.com
19. St. Charles Trading Trade Debt $450,000
650 North Raddant Road
Batavia, IL 60510
Tel: 630-377-0608
Email: malloryp@stcharlestrading.com
20. The Royal Group Trade Debt $444,976
2318 Paysphere Circle
Chicago, IL 60674
Tel: 708-656-2020
Email: arro@royalbox.com
ASBURY AUTOMOTIVE: S&P Puts BB+ ICR on Watch Negative
-----------------------------------------------------
S&P Global Ratings placed its ratings on Georgia-based auto
retailer Asbury Automotive Group Inc., including its 'BB+' issuer
credit rating and its 'BB' issue-level ratings on its subordinated
debt, on CreditWatch with negative implications.
The CreditWatch placement •Georgia-based auto retailer Asbury
Automotive Group Inc. plans to acquire certain assets of luxury
dealer group Park Place Dealerships for $1 billion in an all-cash
transaction, excluding vehicle inventory.
The CreditWatch placement reflects S&P's view that the size and
timing of Asbury's planned $1 billion acquisition of Park Place
Dealerships may indicate a shift toward a more aggressive financial
policy than it expected, raising risk that leverage remains above
4x on a sustained basis.
Credit Watch
"We will meet with Asbury's management to further clarify the
company's acquisition strategy, leverage target, synergy timelines
and debt-reduction plans. Should we conclude that Asbury's
financial policy has become more aggressive or that the company is
unlikely to maintain long-term leverage below 4x, we may lower us
issuer credit rating by one notch," S&P said.
"The resolution of our CreditWatch will focus heavily on Asbury's
ability to quickly restore debt-to-EBITDA below 4x. It will also
focus on our view of the timing and magnitude of cash flow benefits
from the newly acquired luxury operations such that free operating
cash flow to debt comfortably exceeds 10% on a sustained basis,"
the rating agency said.
ASCENA RETAIL: All Four Proposals Approved at Annual Meeting
------------------------------------------------------------
Ascena Retail Group, Inc., held its Annual Meeting of Stockholders
on Dec. 10, 2019, at which the stockholders:
(1) elected Katie J. Bayne, Paul Keglevic, Kay Krill, and
Stacey Rauch as directors with terms expiring at the
Company's 2022 Annual Meeting of Stockholders, and subject
to the election and qualification of their successors;
(2) approved, on a non-binding advisory basis, the
compensation paid to the Company's named executive
officers during fiscal 2019;
(3) approved an amendment of the Company's Third Amended and
Restated Certificate of Incorporation to effect a reverse
stock split of the Company's common stock, at a ratio to
be determined by the Board, and a corresponding reduction
in the Company's authorized shares of common stock; and
(4) ratified the appointment of Deloitte & Touche LLP as the
Company's Independent Registered Public Accounting Firm
for the fiscal year ending Aug. 1, 2020.
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail, through its retail brands
operates ecommerce websites and approximately 3,400 stores
throughout the United States, Canada and Puerto Rico.
Ascena Retail reported a net loss of $39.7 million for the fiscal
year ended Aug. 4, 2019, a net loss of $1.06 billion for the fiscal
year ended July 29, 2017, and a net loss of $11.9 million for the
fiscal year ended July 30, 2016. As of Nov. 2, 2019, the Company
had $3.49 billion in total assets, $3.32 billion in total
liabilities, and $173 million in total equity.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASCENA RETAIL: Posts $31.7 Million Net Income in First Quarter
--------------------------------------------------------------
Ascena Retail Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $31.7 million on $1.29 billion of net sales for the three months
ended Nov. 2, 2019, compared to net income of $5.9 million on $1.34
billion of net sales for the three months ended Nov. 3, 2018.
Total net sales decreased by $41.4 million for the three months
ended Nov. 2, 2019. The change in net sales primarily reflects a
non-comparable sales decrease of $39.5 million. Comparable sales
for the three months ended Nov. 2, 2019 were essentially flat.
Gary Muto, chief executive officer of Ascena commented, "We were
pleased to have exceeded our adjusted operating income expectations
for the first quarter through better than expected improvement in
operating expenses. We continue to make advances on right-sizing
our cost structure, while focusing on driving sustainable growth
and improved operating margin for each of our segments. In
addition, we once again ended the quarter in a strong cash and
liquidity position with no borrowings under our credit facility as
we remain disciplined in managing working capital and rationalizing
our capital expenditures."
Mr. Muto continued, "While we are encouraged by the progress we are
making, we know there is more work to be done. We are moving our
brands in the right direction by capitalizing on their distinct
market leadership positions while maintaining our focus on
optimizing our capital structure. The steps we are taking now set
us up to provide consistent profitable performance and enhance
shareholder value over the longer term."
As of Nov. 2, 2019, the Company had $3.49 billion in total assets,
$3.32 billion in total liabilities, and $173 million in total
equity.
Net cash used in operations was $41.7 million for the three months
ended Nov. 2, 2019, compared to $1.4 million in the year-ago
period. Cash flow from operations was lower in the first three
months of fiscal 2020 primarily due to the unfavorable timing of
operating expense payments, particularly store rent expenses, when
compared to the prior year.
Net cash used in investing activities for the three months ended
Nov. 2, 2019 was $24.2 million, consisting of capital expenditures
of $29.2 million, offset in part by $5.0 million received from the
sale of intellectual property rights associated with the Dressbarn
ecommerce operations. Net cash used in investing activities in the
year-ago period was $38.3 million, consisting primarily of capital
expenditures of $38.7 million.
Net cash used in financing activities.
Net cash used in financing activities in the year-ago period was
$0.3 million, primarily related to share-based compensation.
As of Nov. 2, 2019, the Company had cash and cash equivalents of
$262.1 million, approximately $36 million, or 14%, of which was
held overseas by its foreign subsidiaries. The Company continues
to evaluate various alternatives for its remaining foreign held
cash balances and will repatriate any excess cash balances as
necessary. Subsequent to the first quarter of Fiscal 2020, the
Company repurchased approximately $80 million aggregate principal
amount of its Term Loan debt in open market transactions for a
total purchase price of approximately $50 million. The repurchase
is expected to be settled during the second quarter of Fiscal
2020.
Gross margin decreased to $773 million, or 59.6% of sales, for the
first quarter of Fiscal 2020, compared to $801 million, or 59.9% of
sales in the year-ago period. The decline in gross margin rate
from the first quarter last year was primarily due to higher
promotional activity at the Company's Kids Fashion and Premium
Fashion segments. Those declines were partially offset by
increased margins at the Company's Plus Fashion segment, reflecting
improved product acceptance and a higher mix of full price selling,
and at the Company's Value Fashion segment.
Buying, distribution, and occupancy expenses for the first quarter
of Fiscal 2020 decreased 9% to $257 million, which represented
19.8% of sales, compared to $282 million, or 21.0% of sales in the
year-ago period. In terms of dollars, the reduction in expenses
was driven by lower occupancy expenses resulting primarily from the
Company's continued cost reduction efforts and lower buying
expenses at Dressbarn as a result of the planned wind down.
Selling, general, and administrative expenses for the first quarter
of Fiscal 2020 decreased 9% to $397 million, or 30.6% of sales,
compared to $436 million, or 32.6% of sales in the year-ago period.
The decrease in SG&A expenses was primarily due to the Company's
cost reduction initiatives, mainly reflecting lower store-related
expenses, lower headcount as well as non-merchandise procurement
savings.
Operating income for the first quarter of Fiscal 2020 was $40
million compared to $1 million in the year-ago period, and
primarily reflects the expense reductions, offset in part by the
gross margin dollar declines. Excluding the restructuring costs,
operating income for the quarter was $45 million.
For the first quarter of Fiscal 2020, the Company recorded tax
expense of $3 million on pre-tax income of $15 million. The
effective tax rate of 17.0% was lower than the statutory tax rate
primarily due to a valuation allowance on the Company's net Federal
and state deferred tax assets.
Capital expenditures for the first quarter of Fiscal 2020 totaled
$29 million, compared to $39 million in the year-ago period.
The Company ended the first quarter of Fiscal 2020 with total debt
of $1,372 million, which represents the balance remaining on the
term loan. There were no borrowings outstanding under the
Company's revolving credit facility at the end of the first quarter
of Fiscal 2020 and the Company had $417 million of borrowing
availability under its revolving credit facility. The Company is
not required to make its next quarterly term loan payment of $22.5
million until November of calendar 2020. Subsequent to the first
quarter of Fiscal 2020, the Company repurchased approximately $80
million aggregate principal amount of its Term Loan debt in open
market transactions for a total purchase price of approximately $50
million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/s3gGHV
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail, through its retail brands
operates ecommerce websites and approximately 3,400 stores
throughout the United States, Canada and Puerto Rico.
Ascena Retail reported a net loss of $39.7 million for the fiscal
year ended Aug. 4, 2019, a net loss of $1.06 billion for the fiscal
year ended July 29, 2017, and a net loss of $11.9 million for the
fiscal year ended July 30, 2016.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASCENT SOLAR: Incurs $1.3M Net Loss for Quarter Ended Sept. 30
--------------------------------------------------------------
Ascent Solar Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $1,279,405 on $338,373 of revenues
for the three months ended Sept. 30, 2019, compared to a net income
of $383,494 on $32,001 of revenues for the same period in 2018.
At Sept. 30, 2019, the Company had total assets of $6,002,002,
total liabilities of $28,506,490, and $22,504,488 in total
stockholders' deficit.
Company President and Chief Executive Officer Lee Kong Hian (aka
Victor Lee) stated, "As a result of the Company's recurring losses
from operations, and the need for additional financing to fund its
operating and capital requirements, there is uncertainty regarding
the Company's ability to maintain liquidity sufficient to operate
its business effectively, which raises substantial doubt as to the
Company's ability to continue as a going concern. The Company has
scaled down its operations, due to cash flow issues, and does not
expect to ramp up until significant financing is obtained."
A copy of the Form 10-Q is available at:
https://is.gd/Yos3mc
Ascent Solar Technologies, Inc. designs, manufactures, and sells
photovoltaic (PV) integrated consumer electronics and portable
power applications for commercial and military users. It offers
outdoor solar chargers, such as XD-12 and XD-48 for the individual
soldier and platoon power needs; high-voltage SuperLight thin-film
CIGS PV blankets; and solar modules. The company markets and sells
its products through distributors, value added resellers, and
e-commerce companies. Ascent Solar Technologies, Inc. was founded
in 2005 and is headquartered in Thornton, Colorado.
AT HOME GROUP: S&P Cuts ICR to 'B' on Performance Pressure
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on At Home
Group Inc. to 'B' from 'B+'.
S&P expects heightened competition and tariffs will continue to
strain operating performance over the next 12 months. At Home
meaningfully revised down its comparable-sales guidance for the
full year (roughly 180 basis points [bps] at the midpoint),
primarily because of competitors' aggressive promotions in
Christmas decor that hurt sales in the category. While S&P
acknowledges this is in part because of the shorter selling season
this year, the rating agency also believes the competitive
environment for home decor retailing has intensified. It is our
view that mass merchandisers (including Walmart and Target) and
other specialty players are vying more actively for market share.
In its third-quarter earnings call, At Home noted that competitors
improved their Christmas merchandise offerings from last season,
which to us further indicates that home decor is an increasing
focus for competitors. S&P believes heightened competition, and
project roughly flat to slightly negative same-store sales in
fiscal 2021.
The negative outlook reflects S&P's expectation for debt to EBITDA
in the high-5x area in fiscal 2021, with same-store sales roughly
flat to slightly negative and minimal margin improvement from
declines in fiscal 2020.
"We could further downgrade At Home if we expect S&P Global
Ratings-adjusted leverage will be sustained in the mid-6x area.
This would correspond to a 300 bps decline in margins from our base
case and meaningfully negative FOCF in fiscal 2021 (prior to sale
leaseback proceeds). We would also lower the rating if At Home
cannot complete sale leasebacks, reducing prospects for lower
revolver borrowings," S&P said.
"We would revise the outlook to stable if it is clear At Home will
improve margins from fiscal 2020 in line with our base case, and if
we believe the company is on a path to generate sustained positive
FOCF before proceeds from sale leasebacks. Under this scenario,
debt to EBITDA would be sustained below mid-6x," the rating agency
said.
BETTEROADS ASPHALT: Lenders Seek to Stop Unauthorized Cash Use
--------------------------------------------------------------
Firstbank Puerto Rico, Banco Santander de Puerto Rico, the Economic
Development Bank for Puerto Rico, and Banco Popular de Puerto Rico
request the U.S. Bankruptcy Court for the District of Puerto Rico
to prohibit Betteroads Asphalt LLC and Betterecycling Corporation
from using cash collateral and require Debtors for adequate
protection.
The Lenders hold a lien over substantially all of the cash and
proceeds generated by the Debtors including, but not limited to,
revenues derived from rents or use of their real and personal
property, collection of accounts receivables and the proceeds
generated from the sale of inventory or equipment, among others.
Prior to the commencement of these cases, the Lenders properly and
validly foreclosed over the accounts receivables of the Debtors.
The revenues and proceeds derived from these Foreclosed Accounts
Receivables are the property of the Lenders. Accordingly, the
Lenders request that any such proceeds and revenues derived from
the Foreclosed Accounts Receivables be paid directly to the
Lenders, and ordering such account debtors to effectuate such
payments directly to the Lenders.
As additional adequate protection, the Lenders require Debtors
truthful and complete of financial reporting of such collateral,
which includes access to information required to properly account
for, as required under section 363 of the Bankruptcy Code, the
Lenders' cash collateral.
The Lenders claim that the Debtors have engaged in a substantial
diversion of revenue streams and assets to insiders and entities
controlled by officers or family members of the Debtors. This
diversion has been done to, among other reasons, avoid exactly what
the Lenders now request -- the ability to enforce their rights over
their cash collateral.
The Lenders contend that the Debtors have made no effort during
this time to request the Lenders' consent to the use of cash
collateral nor sought an order authorizing such use.
About BetterRoads Asphalt
and Betterecycling Corporation
BetterRoads Asphalt LLC produces warm mix asphalt. Its products are
used in airports, highways, neighborhoods, and environment
projects. Betterecycling Corporation produces gasoline, kerosene,
distillate fuel oils, residual fuel oils, and lubricants. Both
companies are based in San Juan, Puerto Rico.
On June 9, 2017, alleged creditors commenced involuntary bankruptcy
petitions, under chapter 11 of the United States Bankruptcy Code
(Bankr. D.P.R. Case No. 17-04156), against Betteroads Asphalt LLC,
under Case No. 17-04156-ESL and Betterecycling Corporation (Case
No. 17-04157-ESL).
On Nov. 30, 2018, the Court entered an "opinion and order"
including findings and concluding that, among other things, the
Petitioning Creditors have satisfied the three-prong requirement
for filing an involuntary petition.
On Oct. 10, 2019, after a five-day evidentiary hearing, the Court
entered an "opinion and Order" finding, among other things, that
the involuntary petitions were not filed for an improper bankruptcy
purpose or with bad faith.
On October 11, 2019, the Court entered the "order for relief".
BODY RENEW: No Rival Bids Received for Assets
---------------------------------------------
Body Renew Winchester II, LLC and Body Renew Winchester, LLC
disclosed in a filing with the U.S. Bankruptcy Court for the
Western District of Virginia that no competing bids for their
assets were received by the Dec. 4 deadline.
Last month, the bankruptcy court approved the bidding process
governing the sale of most assets of the companies to US Fitness
Holdings, LLC and USF S&H Virginia, LLC for $1.15 million or to
another buyer with a better offer.
Pursuant to the bidding process, the companies scheduled an auction
for Dec. 6 and a court hearing on the sale of their assets to the
winning bidder for Dec. 11.
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'
legal counsel.
A committee of unsecured creditors was appointed on July 22, 2019.
The committee is represented by Hirschler Fleischer, P.C.
BRIGHT HORIZONS: S&P Alters Outlook to Positive, Affirms BB- ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based child care
center operator Bright Horizons Family Solutions LLC to positive
from stable and affirmed its ratings on Bright Horizons, including
its 'BB-' issuer credit rating.
The outlook revision reflects S&P's view that Bright Horizons will
continue to exhibit strong operating performance and maintain
leverage of low- to mid-3x, even with continued shareholder
returns. That said, the company has limited track record of
operating at leverage under 3.5x., and an upgrade would require the
company to operate at the low end of its public leverage guidance
of 2.5x to 3.5x.
The positive outlook reflects S&P's expectation that Bright
Horizons will exhibit continued high single digit revenue growth,
its S&P Global Ratings lease-adjusted EBITDA margin will increase
to over 25%, and that it will maintain leverage under 3.5x over the
next 12 months.
"We could raise the rating over the next 12 months if the company
continues to report solid operating performance and remains
committed to maintaining its adjusted leverage below 3.5x on a
sustained basis," S&P said.
"We could revise our outlook to stable if revenue growth slows or
declines due to weak macroeconomic trends, or management pursues
large debt-funded shareholder returns that increase leverage to the
high-3x area," the rating agency said.
BROOKFIELD RESIDENTIAL: Moody's Affirms B1 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Brookfield Residential
Properties Inc. Corporate Family Rating at B1, Probability of
Default Rating at B1-PD and senior unsecured notes ratings at B1.
Moody's also maintained the Speculative Grade Rating at SGL-2. The
outlook is stable.
Affirmations:
Issuer: Brookfield Residential Properties Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Gtd Senior Unsecured Notes, Affirmed B1 (LGD4)
Outlook Actions:
Issuer: Brookfield Residential Properties Inc.
Outlook, Remains Stable
RATINGS RATIONALE
BRPI's B1 Corporate Family Rating reflects the company's solid
operating fundamentals, reasonable leverage and diversified lines
of business, including mixed-use properties, as well as land and
home sales in several US and Canadian markets. In addition, Moody's
rating takes into consideration the company's low-cost land supply,
which should provide BRPI the flexibility required to maintain
future growth in the event of an economic slowdown. Lastly, the
rating also incorporates Moody's consideration of BRPI's corporate
structure as a wholly-owned subsidiary of a private equity / asset
management parent and the potential risk that cash could be
distributed to the parent.
The stable outlook reflects Moody's expectation that the company
can maintain adjusted debt leverage of around 50% and that
underlying fundamentals in the homebuilding industry will remain
stable over the next 12 to 18 months.
BRPI's Speculative Grade Liquidity Rating of SGL-2 reflects BRPI's
good liquidity profile, which Moody's expects will be maintained
over the next 12 to 18 months. This liquidity profile is further
supported by approximately $75 million in cash on hand (of which
$64 million is unrestricted) as of September 30, 2019 and $432
million in availability under the company's $675 million revolving
credit facility that expires in March 2021.
The rating could be upgraded if BRPI reduces its debt leverage to
below 40% while maintaining solid profitability and liquidity.
The rating could be downgraded if BRPI increases its debt leverage
above 60% on a sustained basis or if interest coverage declines
below 2.0x.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
BRPI, incorporated in Ontario, Canada, is a wholly-owned subsidiary
of Brookfield Asset Management Inc. (Baa1, stable) and has been
developing land and building homes for over 60 years. The company
conducts its business through three operating segments within the
US and Canada. Each of the company's segments specializes in land
entitlement and development for master-planned communities,
mixed-use property development, and the construction of single
family and multi-family homes. For the LTM period ended September
30, 2019, revenues and net income were US$2.1 billion and US$152
million, respectively.
BROOKLYN EVENTS: S&P Lowers Senior Secured Debt Rating to 'B+'
--------------------------------------------------------------
S&P Global Ratings lowered the rating on Brooklyn Arena Local
Development Corp.'s series 2016A, 2016B, and 2009 PILOT bonds to
'B+' from 'BB' and placed the rating on CreditWatch with negative
implications. The recovery rating is unchanged at '1', indicating
S&P's expectations for very high (90%-100%, rounded estimate: 95%)
recovery in a default.
The project is an enclosed multipurpose arena that hosts the home
games of the National Basketball Association's (NBA) Brooklyn Nets
and the New York Islanders, a National Hockey League (NHL) team
that will play a portion of its home games at the arena through
2021. The Brooklyn-based arena opened in September 2012. Brooklyn
Events Center (BEC or ArenaCo), the arena operator, pays
Payments-In-Lieu-of-Taxes (PILOTs) to the PILOT trustee, which in
turn transfers them to the PILOT bond trustee to hold as security
for the payment of PILOT bonds. The PILOT trustee transfers net
debt service from the PILOT payments to the PILOT bond trustee,
which then pays bondholders. BEC uses arena revenues from naming
rights, sponsorships, suite sales, food and beverage, ticket fees,
and other event revenues to pay its PILOT obligations.
On Sept. 18, 2019, Joe Tsai purchased the remaining 50.1% stake in
the Brooklyn Nets that he did not control and a full (100%)
ownership stake in Brooklyn Events Center LLC. As part of the
transaction, the Nets' License Agreement, which governs the split
of revenues between the ArenaCo and Nets, was amended and restated.
The terms of the License Agreement will revert to the original 2009
revenue splits between the Nets and ArenaCo. Simultaneously, the
securities (funded with an initial cash deposit of $327.8 million)
in the Reserve Account, which was created in 2018, were liquidated
and the Reserve Account Agreement was terminated. The funds were
paid to the team in consideration for the amendment and restatement
of the Nets License Agreement. Bondholders had no claim on the
Reserve Account.
The CreditWatch with negative implications reflects that the
ratings could be lowered in the next 90 days.
"In our opinion, the underlying performance of the arena is weak
and exerting downward pressure on the rating. As part of the
CreditWatch resolution, we await management's new strategic plan
and forecasts," S&P said.
"Furthermore, given the changes to the structure, we will need to
revise our approach to rating this transaction as part of
CreditWatch resolution," the rating agency said.
C&S WHOLESALE: S&P Cuts ICR to B+ on Nonrenewal of Ahold Contract
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Keene,
N.H.-based distributor C&S Wholesale Grocers Inc. to 'B+' from
'BB-'. At the same time, S&P lowered its issue-level rating on the
company's revolver to 'BB' from 'BB+' and its issue-level rating on
its senior notes due 2022 to 'BB-' from 'BB'. Subsequently, S&P
placed all of its ratings on C&S on CreditWatch with negative
implications.
The rating actions follow C&S' announcement that it is planning to
amend the terms of its existing supply agreements to Ahold, the
company's top customer, which will be transitioning to a
self-distribution network and will not renew its contracts with the
company after they expire over the next three years.
S&P believes the loss of one of its top customers will weaken C&S'
competitive position in an already highly disruptive industry and
challenging economic environment. It believes the dynamic and
highly competitive nature of the U.S. grocery industry will
continue to temper C&S' growth in the coming year. Following the
expected phase-out of its agreements with its top customer (and
given S&P's current expectation for no further sales under these
supply agreements after fiscal year 2024), C&S will no longer be
the nation's largest wholesale grocery distributor in terms of
revenue. While the company will benefit from less customer
concentration, S&P believes the company will also suffer from
heightened competition and very thin margins while it works to
offset the lost sales with cost-cutting initiatives.
"The CreditWatch negative listing reflects that we may further
lower our ratings on C&S in the next 90 days. In resolving the
CreditWatch, we will assess the impact of the latest announced
transactions on the company's key metrics, forward projections and
capital allocation priorities," S&P said.
CAH ACQUISITION: Trustee Gets Approval to Sell Assets for $7.15MM
-----------------------------------------------------------------
Brent King, the Chapter 11 trustee for Hillsboro Community Hospital
operator CAH Acquisition Co. #5, LLC, received approval from the
U.S. Bankruptcy Court for the District of Kansas to sell most of
the company's assets to Hillsboro Hospital, LLC for $7.147
million.
The assets will be sold "free and clear" of all liens, claims and
encumbrances, which will attach to the proceeds of the sale.
As part of the sale, CAH Acquisition will assume and assign the
Medicare providers agreements in connection with the health care
operations of Hillsboro Community Hospital and Hillsboro Clinic.
About CAH Acquisition Co. #5
CAH Acquisition Co. #5, LLC, also known as Hillsboro Community
Hospital, offers a broad range of services including emergency,
surgery services, radiology, laboratory, inpatient care,
rehabilitation services and swing bed. Also offered at Hillsboro
Community Hospital are EEGs and EKGs, treadmill, nerve conduction,
and sleep apnea studies.
CAH Acquisition Co. #5 filed a voluntary Chapter 11 petition under
Chapter 11 (Bankr. W.D. Mo. Case No. 19-10359) on March 13, 2019.
The Debtor previously sought bankruptcy protection (Bankr. W.D. Mo.
Case No. 11-44743) on Oct. 10, 2011.
In the petition signed by Kathy Hammons, chief executive officer of
the court-appointed receiver, the Debtor estimated $10 million to
$50 million in both assets and liabilities.
Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, P.C.,
represents the Debtor as counsel.
On March 26, 2019, Brent King was appointed as Chapter 11 trustee.
The trustee tapped Stevens & Brand, LLP as his legal counsel, and
BKD, LLP as his accountant.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on July 9, 2019. The
committee is represented by Arst & Arst, P.A.
CALPINE CORP: S&P Rates New $750MM Sr. Secured Notes Due 2028 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Calpine Corp.'s proposed $750 million senior
secured notes due 2028. The '1' recovery rating indicates its
expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a default.
The company intends to use the net proceeds from these notes to
refinance its existing $750 million 6.0% secured notes due 2022.
Calpine also plans to reprice $950 million of its term loan B9 due
2026. S&P estimates that the company will have about $10.8 billion
of debt on its balance sheet as of Dec. 31, 2019.
Calpine is a publicly traded and diversified independent power
producer that operates in the retail and wholesale markets in
several U.S. states. S&P's 'B+' issuer credit rating on Calpine is
based on its fair assessment of the company's business risk profile
and the rating agency's highly leveraged assessment of the
company's financial risk profile. If the company continues to
execute on its plan, which includes maintaining debt to EBITDA in
the 4.0x-5.0x range, S&P could raise its rating.
CARROLL REALTY: Employs William E. Newsome as Realtor
-----------------------------------------------------
Carroll Realty, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of Maryland to employ William E. Newsome as
realtor respective to the sale of the property situated at 14300
Gallant Fox Ln, Bowie, MD 20715.
Mr. Newsome has experience selling commercial and residential real
properties and has attached a verified affidavit in support of his
application. He has previously appeared before the Bankruptcy Court
as a realtor.
The parties entered into a listing agreement on November 8, 2019.
In consideration of this service, the Debtor collects the sum of
5.0% of the sale, exchange, transfer, or lease price. This is a
difficult sale, the Debtor says, because it involves the sale of a
medical office in a Chapter 11 wherein Dawne Carroll, a member of
the Debtor, is seeking a release of her personal liabilities. This
will aid the Debtor in budgeting for her plan so that her
insolvency may be reduced.
Mr. Newsome attests that he does not have an adverse interest to
the debtor or the estate. Mr. Newsome says he has no other personal
connection with the Debtor, its creditors, any other party in
interest, its accountant, the United States Trustee, or any person
employed in the Office of the United States Trustee.
About Carroll Realty
Carroll Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Md. Case No. 19-16304) on May 9, 2019, estimating under $1
million in both assets and liabilities. The Debtor hired The
Gardner Law Firm, P.C., and the Burns Law Firm, LLC, as bankruptcy
counsel. Donna MP Wilson, LLC, is special counsel.
CENTER CITY: Archer & Greiner Represents Former Physician Group
---------------------------------------------------------------
In the Chapter 11 cases of Center City Healthcare, LLC d/b/a
Hahnemann University Hospital, et al., the law firm of Archer &
Greiner, P.C. submitted a verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that it is
representing the Former Physician Group.
Archer & Greiner, P.C. represents a group in the above-captioned
cases in connection with the Debtors' obligation to provide them
medical malpractice insurance coverage. The group is comprised of
former residents, fellows and medical staff of St. Christopher's
Healthcare, LLC, Philadelphia Academic Medical Associates, LLC,
SCHC Pediatric Associates, L.L.C., St. Christopher's Pediatric
Urgent Care Center, L.L.C., SCHC Pediatric Anesthesia Associates,
L.L.C., St. Chris Care at Northeast Pediatrics, L.L.C., and/or TPS
V of PA, L.L.C., who are listed on Exhibit 1 attached hereto and
incorporated herein.
The Former Physician Group own members are:
Neena Alex
Endla Anday
Kisha Aziz Beg
Geoffrey Bajwa
Katherine Baker
Juan Ballesteros
Colette F. Bellwoar
Maria Bergel
Nicole Betancourt
Vineet Bhandari
David Blanco
Rebekah Blutstein
Swati Chanchani
Kathy Chen
Michelle Clark
Megan Connolly
Daniel Costa
Wellington Davis
Daniel Eidman
Lara Ferri
Each member of the Former Physician Group has an employment
contract that, as an employment benefit for the physician,
specifies the insurance coverages to be provided by the Debtors
upon expiration or termination of such employment contract or the
expiration or cancellation of the insurance policies. Such
contracts generally provide that the Debtor-party shall continue to
maintain coverage for the physician under its then current claims
made policy for the period of time required under the statute of
limitations or, should the Debtor-party cease to maintain
claims-made coverage, the Debtor-party shall purchase at its cost
an extended reporting period policy or "tail" policy on behalf of
the Debtor-party and the physician for medical malpractice claims
arising out of medical malpractice incidents occurring during the
physician's employment.
Archer & Greiner, P.C. and the Former Physician Group do not limit
in any way their rights under the Bankruptcy Code, the Federal
Bankruptcy Rules and other applicable law. All of the information
contained herein is intended solely to comply with Federal Rule of
Bankruptcy Procedure 2019, to the extent applicable, and is not
intended for any other purpose. Archer & Greiner, P.C. and the
Former Physician Group reserve all of their rights, including the
right to supplement or amend the information contained herein and
to argue the applicability of Federal Rule of Bankruptcy Procedure
2019.
Counsel for the Former Physician Group can be reached at:
ARCHER & GREINER, P.C.
David W. Carickhoff, Esq.
300 Delaware Ave., Suite 1100
Wilmington, DE 19801
Telephone: (302)777-4350
Facsimile: (302)777-4352
E-mail: dcarickhoff@archerlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/FSEff1
About Center City Healthcare, LLC
d/b/a Hahnemann University Hospital
Center City Healthcare, LLC, is a Delaware limited liability
company that operates Hahnemann University Hospital. Its parent
company is Philadelphia Academic Health System, LLC, which is also
the parent company of St. Christopher's Healthcare, LLC and its
affiliated physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
estimated assets of between $100 million and $500 million and
liabilities of the same range.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc., as claims and
noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on July 15, 2019. The committee
tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross
P.C. as co-counsel; and Berkeley Research Group, LLC as financial
advisor.
CENTER CITY: Potter Anderson Represents Hahnemann Residents
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Potter Anderson & Corroon LLP submitted a verified
statement to disclose that it is representing the Ad Hoc Committee
of Hahnemann Residents and Fellows in the Chapter 11 cases of
Center City Healthcare, LLC d/b/a Hahnemann University Hospital, et
al.
In November of 2019, the Ad Hoc Resident Committee was formed. The
Ad Hoc Resident Committee retained Potter Anderson & Corroon LLP to
represents its interests in the Debtors' chapter 11 cases.
The Ad Hoc Resident Committee is made up of residents, fellows and
interns who were employed by Hahnemann University Hospital at some
point during the period between January 10, 2018 and August 9,
2019.
The Initial Members of the Ad Hoc Resident Committee are Randol
Hooper, Jen Schwartz, Ashley Lentini, Erika Correa, and Lynn
Mackovick. More than 160 former Hahnemann residents or fellows have
submitted membership entry agreements with the Ad Hoc Resident
Committee and the Ad Hoc Resident Committee expects that number
will continue to increase as the Ad Hoc Committee believes there
were nearly 1,000 resident and fellows during that time period.
As of Dec. 11, 2019, members of the Ad Hoc Resident Committee
member and the years during which they were employed by the
Hospital are:
Years Employed
--------------
Alexandra Schmidt 2018-2020
Alin Gragossian 2017-2020
Alvaro Galvez 2017-2019
Amanda Teichman 2017-2018
Amy Fong 2018-2019
Andrew Chapel 2017-2020
Andrew Kim 2017-2020
Andrew Quinn 2017-2019
Anh Tran 2017-2019
Anika Ross 2018-2019
Anna Kookoolis 2018-2020
Anthony Boniello 2017-2020
Anthony M. Bianchi 2017-2019
Arthur Kim 2019-2020
Avinash Vernekar 2018-2020
Balaji Srinivas 2017-2019
Benjamin Rosen 2018-2020
Bill Zhang 2018-2020
Brandon Shallop 2017-2020
Brendan Matthews 2017-2018
The Residents hold contingent, unliquidated unsecured claims
against the Debtors for malpractice insurance tail coverage
required to be provided to the Residents pursuant to Pennsylvania
law and the Residents' employment agreements.
For purposes of this statement, each Resident's address is c/o
Jeremy W. Ryan, Esq., Potter Anderson & Corroon LLP, 1313 N. Market
St., Wilmington, DE 19801.
Potter Anderson & Corroon LLP does not hold any claims against or
interest in any of the Debtors.
By filing this Verified Statement, the Ad Hoc Resident Committee
makes no representation regarding the amount, allowance or priority
of such claims and reserves all rights with respect thereto.
Counsel for Ad Hoc Committee of Hahnemann Residents can be reached
at:
POTTER ANDERSON & CORROON LLP
Jeremy W. Ryan, Esq.
R. Stephen McNeill, Esq.
D. Ryan Slaugh, Esq.
1313 North Market Street, Sixth Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/sNrcWP and https://is.gd/8RzaFx
About Center City Healthcare
d/b/a Hahnemann University Hospital
Center City Healthcare, LLC, is a Delaware limited liability
company that operates Hahnemann University Hospital. Its parent
company is Philadelphia Academic Health System, LLC, which is also
the parent company of St. Christopher's Healthcare, LLC and its
affiliated physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
were estimated to have assets of between $100 million and $500
million and liabilities of the same range. The cases are assigned
to Judge Kevin Gross.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc., as claims and
noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on July 15, 2019. The committee
tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross
P.C. as co-counsel; and Berkeley Research Group, LLC as financial
advisor.
CHINA LENDING: Li Jingping Resigns as CEO
-----------------------------------------
China Lending Corporation's President, Chief Executive Officer and
Chairwoman of the Board of Directors, Ms. Li Jingping, resigned her
position as CEO, effective Nov. 30, 2019. Ms. Li will continue to
serve as the president and chairwoman of the Company's Board of
Directors.
The Company's Board of Directors has appointed Mr. Liu Zhigang,
currently a vice president of the Company, to the CEO position,
beginning Dec. 1, 2019.
"We are excited to welcome someone as qualified as Zhigang to our
executive team. His extensive domain expertise and proven track
record in supply chain management make him the ideal choice to lead
the Company during our exploration of new business opportunities in
the field of supply chain financing," commented Ms. Li.
"In particular, Zhigang has acquired a considerable amount of
experience in the development and operation of systems for supply
chain financing. Such technical knowledge will enable us to
upgrade the precision and efficiency of our supply chain financing
systems management while simultaneously mitigating those related
risks. Moreover, Zhigang's comprehensive network of business
contacts and financial institutions will help to support the future
development of the Company, most notably in strengthening our
current partnership with Rui Xin Insurance Technology (Ningbo) Co.,
Ltd ("Rui Xin") Co., Ltd. Looking ahead, we are confident in
Zhigang's ability to build bridges between cutting-edge technology
and modern-day business applications as he spearheads our
development both throughout China and especially in the Yangtze
River Delta Economic Zone."
Mr. Liu has served as a vice president and director of the Company
since March 26, 2019. Mr. Liu has more than 18 years of supply
chain information and management consulting experience. Prior to
joining the Company, he excelled in a number of sales and marketing
positions with several internet technology and computer software
companies in China. Between 2017 and 2018, he served as a vice
president at Shanghai Juleo Information Technology Co., Ltd, where
he ensured top sales performance and customer satisfaction by
overseeing business development initiatives and sales team
management. From 2014 to 2017, he served as a vice president of
marketing for Beijing Yuan Niao Technology Co., Ltd. Mr. Liu earned
his bachelor's degree in computer science and technology from
Beijing University of Technology in 1999 and a master's degree in
business management from Xiamen University in 2018.
About China Lending
Founded in 2009, China Lending -- http://www.chinalending.com-- is
a non-bank direct lending corporation and provides services to
micro, small and medium sized enterprises, farmers, and
individuals, who are currently underserved by commercial banks in
China. The Company is headquartered in Urumqi, the capital of
Xinjiang Autonomous Region.
China Lending reported a net loss US$94.12 million for the year
ended Dec. 31, 2018, compared to a net loss of US$54.78 million for
the year ended Dec. 31, 2017. As of June 30, 2019, the Company had
US$55.40 million in total assets, US$108.26 million in total
liabilities, $9.99 million in convertible redeemable Class A
preferred shares, and a total deficit of $62.85 million.
Friedman LLP, in New York, the Company's auditor since 2017, issued
a "going concern" qualification in its report dated April 26, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has incurred
significant losses and is uncertain about the collection of its
loans receivables and extension of defaulted loans. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
COMMUNITY HEALTH: CFO Thomas Aaron Will Retire at End of the Year
-----------------------------------------------------------------
Thomas J. Aaron, Community Health Systems, Inc.'s executive vice
president and chief financial officer, will retire from his
executive management position on Dec. 31, 2019. Mr. Aaron joined
Community Health Systems in November 2016 as senior vice president
of finance and has served as the Company's chief financial officer
since May 2017. Upon his retirement, Aaron is expected to enter
into a two-year consulting agreement with the Company, under which
he will advise the Company's management team on its margin
improvement programs. In addition, Aaron has recently joined the
board of directors of a publicly traded company.
Kevin Hammons, who currently serves as senior vice president,
assistant chief financial officer and treasurer, will be appointed
executive vice president and chief financial officer immediately
following Aaron's retirement, effective Jan. 1, 2020. Hammons
joined Community Health Systems in 1997 and has held numerous
financial leadership roles during his more than 20-year tenure,
including overseeing accounting and financial reporting, SEC
reporting, budgeting, design and implementation of financial
systems and processes, capital market transactions, corporate
finance and treasury management functions, and the Company's
divestiture program. Hammons was appointed assistant chief
financial officer in 2017 and has served as the Company's treasurer
since 2018. He has also previously served as the Company's chief
accounting officer. Prior to joining Community Health Systems,
Hammons served for ten years in various positions in the Assurance
and Advisory Services practice at Ernst & Young, serving both
public and privately held companies. Hammons holds a bachelor of
arts degree from Malone University, where he also serves as a
member of its Board of Trustees. He is a Certified Public
Accountant.
Commenting on the announcement, Wayne T. Smith, chairman and chief
executive officer of Community Health Systems, Inc., said, "When
Tom Aaron joined Community Health Systems, we were in the midst of
a transitional period with numerous strategic initiatives underway,
and Tom has been instrumental in advancing this work, including
significant accomplishments in refinancing Company debt to provide
the Company with more flexibility and opportunities to advance in
our markets. Tom also played a major role in our divestiture
program to create a stronger portfolio of markets and has led
internal optimization efforts to improve margins, increase
efficiencies, and enhance the value of the organization. Our Board
of Directors and management team are deeply grateful for Tom"s
meaningful contributions and look forward to working with him in
his new role as a strategic consultant to the Company."
Smith added, "Kevin Hammons is uniquely and highly qualified to
assume the role of Chief Financial Officer based on his more than
20 years of financial leadership roles and responsibilities at
Community Health Systems. I am confident Kevin will continue to
lead and execute strategies that improve the Company's financial
performance and help position Community Health Systems for future
success. Kevin is supported by a very tenured and committed
finance team. He is also highly regarded by our Board and
executive management group. We are confident this will be a smooth
and seamless leadership transition for our organization."
About Community Health
Community Health -- http://www.chs.net-- is a publicly traded
hospital company and an operator of general acute care hospitals in
communities across the country. The Company, through its
subsidiaries, owns, leases or operates 102 affiliated hospitals in
18 states with an aggregate of approximately 17,000 licensed beds.
The Company's headquarters are located in Franklin, Tennessee, a
suburb south of Nashville. Shares in Community Health Systems,
Inc. are traded on the New York Stock Exchange under the symbol
"CYH."
Community Health reported a net loss attributable to the Company's
stockholders of $788 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company's stockholders
of $2.45 billion for the year ended Dec. 31, 2017. As of Sept. 30,
2019, the Company had $15.89 billion in total assets, $17.16
billion in total liabilities, $498 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.76 billion.
* * *
As reported by the TCR on Nov. 29, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based hospital operator Community
Health Systems Inc. to 'CCC+' from 'SD' (selective default). The
upgrade to 'CCC+' reflects the company's longer-dated debt maturity
schedule, and S&P's view that Community's efforts to rationalize
its hospital portfolio as well as improve financial performance and
cash flow should strengthen credit measures over the next couple of
years.
Also in November 2019, Fitch Ratings downgraded Community Health
Systems, Inc.'s Issuer Default Rating to 'C' from 'CCC' following
the company's announcement of an offer to exchange a series of
senior unsecured notes due 2022. The downgrade results from Fitch
viewing the transaction as a distressed debt exchange.
COOL HOLDINGS: Registers 15M Shares Under 2015 Incentive Plan
-------------------------------------------------------------
Cool Holdings, Inc. filed a Form S-8 registration statement with
the Securities and Exchange Commission to register 15,000,000
additional shares of the Company's common stock that are issuable
under the Company's Amended and Restated 2015 Equity Incentive
Plan. A full-text copy of the prospectus is available for free at:
https://is.gd/Pmwc8j
About Cool Holdings
Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company currently
comprised of OneClick, a chain of retail stores and an authorized
reseller under the Apple Premier Partner, APR (Apple Premium
Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand)
programs and Cooltech Distribution, an authorized distributor to
the OneClick stores and other resellers of Apple products and other
high-profile consumer electronic brands.
Cool Holdings reported a net loss of $27.27 million for the year
ended Dec. 31, 2018, compared to a net loss of $7.54 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $29.57 million in total assets, $41.07 million in total
liabilities, and a total stockholders' deficit of $11.50 million.
Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 2019, on the Company's consolidated
financial statements for the year ended Dec. 31, 2018, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.
CREATIVE LIGHTING: Hires Motschenbacher & Blattner as Counsel
-------------------------------------------------------------
Creative Lighting Solutions, Inc., asks for permission from the
U.S. Bankruptcy Court for the District of Oregon for authority to
employ Motschenbacher & Blattner LLP as its general bankruptcy
counsel.
The Debtor proposes to engage M&B for purposes of:
(i) Consulting with the Debtor concerning the administration
of the case,
(ii) Advising the Debtor with regard to its rights, powers and
duties as a debtor-in-possession,
(iii) Investigating and, if appropriate, prosecuting on behalf
of the estate claims and causes of action belonging to the estate,
(iv) Advising the Debtor concerning alternatives for
restructuring its debts and financial affairs pursuant to a plan
or, if appropriate, liquidating its assets, and
(v) Preparing the bankruptcy schedules, statements and lists
required to be filed by the Debtor under the Bankruptcy Code and
applicable procedural rules.
The current hourly rates, which may be adjusted periodically, for
persons presently designated to work on this case are:
Nicholas J. Henderson Partner $400.00
Troy G. Sexton Associate $335.00
Jeremy Tolchin Associate $315.00
Sean Glinka Associate $315.00
Legal Assistants
and Paralegals Assistant $85.00 to $150.00
To the best knowledge of the Debtor, M&B is a disinterested person
within the meaning of section 101(14) of the Bankruptcy Code and
does not represent or hold any interest adverse to the interests of
the estate or of any class of creditors or equity security
holders.
The firm can be reached at:
Nicholas J Henderson, Esq.
Troy G. Sexton, Esq.
Motschenbacher & Blattner LLP
117 SW Taylor St., Ste. 300
Portland, OR 97204
Tel: (503) 417-0500
Fax: (503) 417-0521
Email: nhenderson@portlaw.com
tsexton@portlaw.com
About Creative Lighting Solutions
Creative Lighting Solutions, Inc. filed a voluntary Chapter 11
Petition (Bankr. D. Or. Case No. 19-34296) on November 21, 2019,
and is represented by Nicholas J Henderson, Esq., at Motschenbacher
& Blattner LLP. The Debtor listed under $500,000 in assets and
under $1 million in liabilities.
CREDIT ACCEPTANCE: Moody's Affirms Ba3 CFR, Outlook Stable
----------------------------------------------------------
Investors Service affirmed the Ba3 long-term corporate family
rating and senior unsecured rating of Credit Acceptance
Corporation. The rating outlook remains stable.
Affirmations:
Issuer: Credit Acceptance Corporation
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
Outlook Actions:
Issuer: Credit Acceptance Corporation
Outlook, Remains Stable
RATINGS RATIONALE
The ratings affirmation follows the announcement earlier this week
that CACC will issue $400 million in senior unsecured notes
maturing in 2024. The company has indicated that the proceeds from
the notes, combined with cash on hand and drawings on the firm's
existing revolving line of credit facility, will be used to
refinance its outstanding $300 million senior notes due in 2021
and, later in March 2020, the $250 million senior notes due in
2023. As a result of the transaction, the ratio of secured debt to
gross tangible assets will modestly increase, indicating a greater
degree of asset encumbrance. On the other hand, the transaction
will lengthen the company's debt maturity profile, reducing
refinancing risk.
The ratings affirmation reflects Moody's overall unchanged
assessment of CACC's credit profile, which is supported by its
strong and stable profitability, solid capitalization and leverage
despite an increasingly competitive environment in the US subprime
auto lending market. CACC makes advances to dealers under two
distinct programs: a dealer program where the dealer bears the
first loss risk position on the loans they assign to CACC, and a
smaller but growing purchased loan program were CACC bears the full
credit risk of loans assigned to them.
While CACC relies heavily on secured warehouse and securitization
financing to fund its operations, the firm maintains a diverse
funding profile, with six warehouse facilities, nine term ABS
financings outstanding, a $340 million secured revolver and the
senior unsecured notes, as of 30 September 2019. Like other US
subprime auto lenders, the firm faces high regulatory scrutiny,
however this has not materially affected its performance thus far.
The transaction will slightly reduce the proportion of unsecured
debt in the firm's capital structure, eroding the ability of
unsecured notes to absorb losses. As such, a further reduction in
unsecured debt could result in downward pressure on the
instrument's rating.
CACC faces moderate environmental risks due to its exposure to the
automotive sector. CACC also faces moderate social risks due to the
nature of its interactions with consumers. Moody's does not have
any particular concerns with respect to CACC's governance.
WHAT COULD CHANGE THE RATING UP/DOWN
CACC's ratings could be upgraded if the company is able to maintain
its competitive position in the US subprime auto lending market and
demonstrate stable asset quality, particularly with respect to its
growing purchased loan program, while maintaining strong
profitability and debt to equity below 2.5 times, adjusted for the
impact of the Current Expected Credit Losses model.
CACC's ratings could be downgraded if debt to equity on a
CECL-adjusted basis increases beyond 2.5 times, or if profitability
falls below 6.5% as measured by net income to tangible managed
asset or if asset quality deteriorates. CACC's senior unsecured
ratings could also be downgraded if the amount of senior unsecured
debt were to reduce further, increasing the risk of losses for
these creditors due to lower protection from reduced debt volume.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
CURIOUS APPAREL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Curious Apparel
1702 S. Hooper Ave.
Los Angeles, CA 90021
Business Description: Curious Apparel sells ready-to-wear
clothing.
Chapter 11 Petition Date: December 12, 2019
Court: United States Bankruptcy Court
Central District of California
Case No.: 19-24531
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Jaenam Coe, Esq.
LAW OFFICES OF JAENAM COE PC
3731 Wilshire Blvd.
Los Angeles, CA 90010
Tel: jaenamcoe@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Geun Hyuk Choi, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available at PacerMonitor at
https://is.gd/GpVkNP at no extra charge.
DOUGH BAR: Wins Approval to Hire Owen Hathaway as Counsel
---------------------------------------------------------
The Dough Bar LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Colorado to hire Owen
Hathaway, Esq., as its counsel for this bankruptcy case.
The Debtor needs Owen Hathaway to:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports and
actions that may be required in the continued administration of the
Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree herein the continuation of pending proceedings and to enjoin
and stay until a final decree herein the commencement of lien
foreclosure proceedings and all matters as may be provided under 11
U.S.C. section 362; and
e. perform all other legal services for the Debtor that may
be necessary.
The Debtor agreed to employ Counsel under a general retainer
because of the extensive legal services required. Counsel charges
$225 per hour for attorney services and $100 per hour for paralegal
services.
Counsel represents no other parties with adverse interests to the
estate. Employment of Counsel is in the best interest of the
estate
The firm can be reached at:
Owen Hathaway, Esq.
2601 S. Lemay Ave., Suite 7-232
Fort Collins, CO 80525
Tel: (970) 818-3052
Email: owen@ohlawcolorado.com
About The Dough Bar LLC
The Dough Bar, LLC is a Colorado limited liability company engaged
in the business of making proprietary high-protein doughnuts at its
commercial kitchen located in Fort Collins, Colorado. It sells the
doughnuts direct to consumers online through its website, and ships
doughnuts to its
customers nation-wide. It also makes more traditional doughnuts,
prepares them in gourmet-style and sells them at a retail location
the Flatirons Mall in Broomfield, Colorado. It uses the trade name
The Doughnut Club in connection with the traditional doughnut
products.
The Dough Bar, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 19-19325) on Oct. 29,
2019. At the time of the filing, the Debtor estimated between
$500,001 and $1 million in both assets and liabilities. The case
is assigned to Judge Kimberley H. Tyson. The Debtor tapped Owen
Hathaway, Esq., at The Law Offices of Owen Hathaway, LLC, as its
legal counsel.
The Office of the U.S. Trustee on Dec. 5, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the case.
DREAM BIG RESTAURANTS: Permitted to Enter Lease for New Office
--------------------------------------------------------------
Judge Helen E. Burris of the U.S. Bankruptcy Court for the District
of South Carolina authorized Dream Big Restaurants LLC to use
property of the estate outside the ordinary course of business and
enter into a lease for the New Office.
About Dream Big Restaurants
Dream Big Restaurants LLC operates McDonald's restaurant franchises
at eight locations in Greenville and Greer, South Carolina.
The Company sought Chapter 11 protection (Bankr. D.S.C. Case No.
19-05090) on Sept. 27, 2019, in Spartanburg, South Carolina. In
the petition signed by Phillip K. Wilkins, authorized member, the
Debtor was estimated to have assets at $1 million to $10 million
and liabilities at $10 million to $50 million. The Hon. Helen E.
Burris is the case judge. SKINNER LAW FIRM, LLC, is the Debtor's
local counsel; and SCHAFER AND WEINER, PLLC, is the Debtor's
general counsel.
DYCOM INDUSTRIES: S&P Affirms BB- Rating on Convertible Notes
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issue-level rating on Palm
Beach Gardens, Fla.-based Dycom Industries Inc.'s $485 million
senior unsecured convertible notes due 2021 and removed the rating
from CreditWatch, where S&P placed it with negative implications on
Dec. 4, 2019. The '5' recovery rating remains unchanged, indicating
its expectation for modest (10%-30%; rounded estimate: 20%)
recovery in the event of a payment default. S&P removed the rating
from CreditWatch because the company announced that it would not
proceed with its previously proposed offering of $300 million of
senior notes due 2027 due to market conditions.
S&P expects Dycom to benefit from solid demand from several large
customers and believe that its debt to EBITDA will remain below 3x
in 2020. The company's cash flows remain subject to material
volatility and S&P' expects the company's free operating cash flow
(FOCF) to turn positive in fiscal year 2021.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Given Dycom's position as a specialty engineering and
construction contractor competing in the cyclical
telecommunications end market, S&P's distressed scenario envisions
a period of delays and outright cancelations of cable- and
telecom-related capital spending programs, with Dycom's key
customers reducing their capital expenditure budgets in line with
the broader industry.
-- S&P's analysis further assumes that the revolver is 85% drawn
at default.
-- S&P has valued the company on a going-concern basis using a 5x
multiple of its projected emergence EBITDA, which is in line with
the multiples it uses for its engineering and construction peers.
Simulated default assumptions
-- Simulated year of default: 2024
-- EBITDA at emergence: $220 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $1.04 billion
-- Senior secured claims: $947 million
-- Total value available to subordinated claims: $98 million
-- Senior subordinated claims: $487 million
-- Recovery expectations: 10%-30% (rounded estimate: 20%)
Note: All debt amounts include six months of prepetition interest.
Ratings List
Dycom Industries Inc.
Issuer Credit Rating BB/Stable/-- BB/Stable/--
Issue-level Ratings Affirmed; CreditWatch Action
To From
Dycom Industries Inc.
Senior Unsecured BB- BB- /Watch Neg
Recovery Rating 5(20%) 5(20%)
ENTERCOM COMMUNICATIONS: S&P Ups Sec. Second-Lien Note Rating to B
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on the 6.5% senior
secured second-lien notes due 2027 issued by Entercom
Communications Corp.'s subsidiary Entercom Media Corp. to 'B' from
'B-' and revised the recovery rating to '5' from '6'. The '5'
recovery rating indicates S&P's expectation for modest (10%-30%;
rounded estimate: 15%) recovery for lenders in the event of a
payment default.
Entercom plans to issue a $100 million add-on to its existing
second-lien notes ($325 million outstanding). The company intends
to use the proceeds from the add-on to repay a portion of its
existing first-lien term loan B ($867 million outstanding). While
the company's total amount of debt outstanding will remain
unchanged, the reduced amount of first-lien debt in its capital
structure increases the value available to the second-lien
lenders.
S&P's 'B+' issuer credit rating and stable outlook on Entercom
remain unchanged because the proposed transaction will not affect
the company's net leverage. The rating agency expects Entercom's
leverage, which was 4.6x annualized as of Sept. 30, 2019, to be in
the 4.6x-4.8x range in 2019 and decline to the 4.2x-4.4x range in
2020 as its restructuring costs roll off and management's
cost-saving initiatives support EBITDA growth.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Following the transaction, Entercom Media Corp. will be the
borrower of a $250 million senior secured revolving credit facility
maturing in 2022, a $1.3 billion senior secured first-lien term
loan maturing in 2024 ($774 million outstanding), $425 million of
6.5% senior secured second-lien notes due in 2027, and $400 million
of 7.25% senior unsecured notes due in 2024.
-- The senior secured revolving credit facility and first-lien
term loan are secured by a first-priority lien on substantially all
of the borrower's assets and those of its guarantors (with certain
exceptions). The senior secured second-lien notes are secured by a
second-priority lien on the collateral securing the revolving
credit facility and first-lien term loan. All of the secured debt
is guaranteed on a joint and several basis by all of Entercom Media
Corp.'s current and future wholly owned domestic subsidiaries (with
certain exceptions).
Simulated default assumptions
-- S&P's simulated scenario contemplates a default occurring in
2023 primarily due to increased competition from alternative media
and a cyclical downturn in advertising that materially reduces
Entercom's revenue and cash flow given its largely fixed-cost
base.
-- Other default assumptions include an 85% draw on the revolving
credit facility, the spread on the revolving credit facility rises
to 5% as covenant amendments are obtained, LIBOR is 2.5%, and all
debt includes six months of prepetition interest.
-- S&P has valued the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA, which is in line with
the multiples it uses for the other radio companies it rates.
Simplified waterfall
-- EBITDA at emergence: $195 million
-- EBITDA multiple: 6x
-- Gross recovery value: $1.2 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $1.1 billion
-- Value available for senior secured first-lien debt claims: $1.1
billion
-- Estimated senior secured first-lien debt claims: $1.1 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available for senior secured second-lien debt claims: $80
million
-- Estimated senior secured second-lien debt claims: $440 million
--Recovery expectations: 10%-30% (rounded estimate: 15%)
-- Value available for senior unsecured debt claims: $0
-- Estimated senior unsecured debt claims: $415 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
EUREKA 93: Board Recommends Commencement of Initial Restructuring
-----------------------------------------------------------------
Eureka 93 Inc. on Dec. 4, 2019, disclosed that the current Board of
Directors, after having reviewed strategic alternatives, has
recommended that the company enter into an initial restructuring
phase by reversing certain components of share transfer agreements,
and entering to a share cancellation agreement, subject to partial
revocation of the cease trade order issued by the Ontario
Securities Commission, and also seeking exemptive relief regarding
certain continuous disclosure matters.
Pursuant to the insolvent nature of the company, and to secured
creditors being able to act on their security, the current Board of
Directors of Eureka 93 Inc. (E93) resolved to agree to reverse the
March 28, 2019 share transfer agreement concerning the acquisition
of Acenzia Inc., and to accept a share cancellation agreement with
certain Vitality Natural Health LLC shareholders to effectively
reverse components of the definitive amalgamation share exchange
agreement (Exchange Agreement) dated April 26, 2019 by and among
Eureka 93 Inc. (formerly LiveWell Canada Inc.) and their respective
shareholders, and Vitality Natural Health LLC, and their respective
shareholders, [via Vitality CBD Natural Health Products Inc.
(formerly Serenity CBD Canada Inc.) and Mercal Capital Corp.].
Both of these share transfer reversals and cancellations are
material in nature and significantly improve the capitalization
table of the company. Both are subject to a partial revocation of
the cease trade order issued by the Ontario Securities Commission
(OSC) on September 4, 2019, as well as obtaining exemptive relief
from the OSC and CSE for continuous disclosure obligations for Q2
and Q3 2019 until such time as the company restructuring is
completed.
On September 24, 2019, the former E93 executive management team
including the CEO, CFO and COO, and the Board of Directors, except
one Board member, all resigned and abandoned the company. At that
time, it was evident to the former Board and executive management
team that the E93 group of companies were insolvent, and that
material impairments would be required to be disclosed both at Q2
ended June 30, 2019 and Q3 ended September 30, 2019 financial
disclosures.
Since mid-October 2019, a new E93 Board was appointed and Co-CEOs
were established as disclosed in press release. Since then, the
new management team and Board of E93 have undertaken due diligence
to review all former documents, asset impairments, and security
agreements (to the extent that the information was available) with
a view to undertake a comprehensive restructuring of the company.
The E93 Board and Co-CEOs have also been considering options and
alternatives for a viable restructuring of the companies within the
E93 group, with a focus on maintaining Artiva Inc. and it's
Cannabis license and related operations for the future.
Since mid-October 2019, other than to point out a material
impairment in biomass inventory of Vitality LLC that the former
management team was aware of, the new E93 Board and new management
team have received virtually no assistance, nor transition
knowledge transfer, in financial reporting matters, disclosures,
asset impairments, and securities matters from the former CEO, CFO,
and COO. The new management team was able to reconcile the
unconsolidated financial statements for all companies within the
E93 group for Q2 ended June 30, 2019 in CAD, and for Q3 ended
September 30, 2019 in CAD (with the exception of Vitality LLC that
is recorded in USD). This reconciliation included accruals for
additional liabilities and asset impairments that may have
subsequently existed from June 30, 2019 to December 4, 2019. At
that time, a material caveat for such disclosures was that the
complex capitalization table was not effectively reconciled beyond
September 30, 2019.
Three material exceptions remain regarding the Q2 and Q3
unconsolidated financial reporting disclosures:
* Although the Q2 ended June 30, 2019 capitalization table was
substantially reconciled and forwarded to the external auditors MNP
for review on August 13, 2019, new management was not able to
verify the complex capitalization table for the period from June
30th to September 30th and beyond, which requires specialized
knowledge of agreements, warrants, and negotiated option knowledge
that has not been transferred to the new management team;
* The new E93 Board resolved to record material impairments
across the E93 group of companies under IFRS guidance, given
subsequent event knowledge that the company now has and given the
insolvent financial position of the group of companies finds itself
in today. However new management was not able to confirm these
impairments against an independent review by the external auditors
MNP, as there is a significant outstanding balance owing to the
auditors and further work could not continue; and
* Although the company engaged a senior financial advisor in
late October 2019, the company has not had a CFO since the former
CFO resigned on September 24, 2019.
Material changes and material fair value impairments that have been
approved by the new Board of E93 for recognition in the draft Q2
and Q3 2019 unconsolidated financial statements of certain E93
group of companies include:
* September 1, 2019 - Further to the announced $15,000,000.00
USD financing for a one year term agreement, on Sep 1st the former
management team agreed to extend "hedge funds" General Security
Agreement (GSA) to all E93 assets in exchange for relief from the
Sept. 1st payment to same, and agreed for release from escrow
$3,600,000.00 USD of conditional financing, which reduced residual
escrow amounts and long-term debt by the same amount in Eureka 93
Inc.
* September 4, 2019 - OSC issues Cease Trade Order against E93
for failing to file Q2 ended June 30, 2019 quarterly financial
disclosures
* September 6, 2019 - Supplemental press release to the Sept 6th
disclosure announcing strategic review -
https://www.globenewswire.com/news-release/2019/09/06/1912174/0/en/Eureka-93-Inc-Announces-Strategic-Review-of-Alternatives.html
* September 24, 2019 – The entire executive management team
and Board (except one member) resigned en-masse without providing
notice to shareholders -
https://eureka93.com/eureka-93-inc-acquires-a-health-canada-license-to-cultivate-cannabis-in-ottawa-and-begins-restructuring-of-entire-senior-leadership-team/
September 24, 2019 – E93 acquires Health Canada license to
cultivate Cannabis in Ottawa -
https://eureka93.com/eureka-93-inc-acquires-a-health-canada-license-to-cultivate-cannabis-in-ottawa-and-begins-restructuring-of-entire-senior-leadership-team/
* November 15, 2019 - the new E93 Board resolved that effective
Q2 ended June 30-2019, that the Vitality Natural Health LLC biomass
inventory be written-down for impairment in the amount of
$19,309,710.60 USD.
* November 15, 2019 - the new Board resolved effective September
30, 2019 to record an impairment charge against the LiveWell Foods
Quebec Inc. Property, Plant & Equipment Improvement asset in the
amount of $5,000,000.00 CAD, as the company is not in a position to
continue investing in the development of the Litchfield Innovation
Centre Project, and the secured debt and registered liens are
nearing or exceed the fair value of the property at this time,
where certain contractors have filed statements of claim in Quebec
Superior Court for $1,800,000.00CAD and the secured lender holds a
first charge of $4,653,526.00 CAD.
* November 15, 2019 - the new Board resolved to reverse the
accrued bonuses payable to the previous executive management team
as at September 30, 2019 in the amount of $444,000.00 CAD in
LiveWell Foods Canada Inc., that were initially accrued by the
resigning executive management team.
* November 29, 2019 – The new Board was given notice by Surety
Land Development, LLC (Surety), regarding UCA Sec. 70A-9a-609
Notice of Taking Possession, that Surety has a perfected security
interest in Vitality Natural Health LLC's equipment situated at the
254 Truss Road, Eureka Montana processing facility. Surety LLC
provided the former executive management team with formal written
notice of default under its Loan Agreements, as amended, on or
about July 15th and July 29, 2019. The new E93 management team was
not made aware of these default notices provides back in July 2019.
Despite the written notice of default, Vitality Natural Health LLC
had not cured the default. Surety provided the new E93 Board with
written notice of its intent to take possession, pursuant to Utah
Code Ann. § 70A-9a-609, of all of the Montana Processing Plant
Equipment on Friday, November 29, 2019, at 9:00 am MST. This
represents either a partial release, or a full release, of the
$18,500,000.00 USD of the secured debt instrument held by Surety
against Vitality Natural Health LLC, which needs to be verified.
The initial restructuring phase has commenced with the reversing of
certain components of share transfer agreement, and entering to a
share cancellation agreement, as noted below:
* The new Board approved on November 27, 2019 the reversal of
the Acenzia Inc. investment of $16,972,839.21 CAD and acceptance of
forfeiture of 793,650 E93 common shares in return, valued at an
originating agreement amount of $14,498,523.81 CAD, based upon
mutual defaults under the original agreement signed on March 28,
2019, and subject to a secured creditor acting on their security in
the matter. This share exchange is subject to a partial revocation
of the OSC cease trade order, and release of GSA over Acenzia
assets, as well a holding of such shares in escrow. This reversal
also involved the write-down for impairment of $1,709,000.00 CAD in
LiveWell Foods Canada Inc. for impaired Interco advances to Acenzia
Inc., offset by the retirement in totality of a $2,049,863.01 CAD
Note Payable due to the original Acenzia Inc. shareholders;
* The new Board on December 4, 2019 approved a share
cancellation agreement with certain Vitality Natural Health LLC
shareholders, subject to partial revocation of the cease trade
order by the OSC, by forfeiting their shares stemming from the
amalgamation share exchange agreement (Exchange Agreement) dated
April 26, 2019 by and among Eureka 93 Inc. (formerly LiveWell
Canada Inc.) and their respective shareholders, and Vitality
Natural Health LLC, and their respective shareholders, [via
Vitality CBD Natural Health Products Inc. (formerly Serenity CBD
Canada Inc.) and Mercal Capital Corp.]. The certain Vitality LLC
stockholders were ~ 43.5% controlling shareholders of E93 as a
result of the amalgamation. As a holder of record of 31,836,465 of
E93 shares of common stock and other warrants and stock options as
yet unexcercised as at December 4, 2019, the certain Vitality LLC
shareholders have agreed to enter into an Agreement to Cancel
Shares, Warrants and Options, to forfeit and have E93 cancel an
aggregate of 31,836,465 shares of common stock held by the certain
Vitality LLC stockholders, and forfeiture of all outstanding
warrants and stock options held by such stockholders; and
* The new Board on December 4, 2019 resolved to seek Exemptive
Relief from the OSC and CSE regarding its continuous disclosure
requirements for Q2 and Q3 2019 given the significantly material
changes being affected by the restructuring of the E93 group of
companies.
Given these material restructurings, changes and impediments to
ongoing operations, and notwithstanding best efforts by the new
management team and Board under very difficult circumstances, E93
management regretfully informed the OSC and CSE on November 29,
2019 that E93 was not in a position to provide fully USD
consolidated financial statements and notes for the Q2 and Q3 2019
periods, that would include MD&As, and related certifications.
Furthermore, the new Board resolved to seek Exemptive Relief from
the OSC and CSE regarding its continuous disclosure requirements
for Q2 and Q3 2019 given the significantly material changes being
affected by the restructuring of the E93 group of companies. E93
plans to be in a position to file the Q4 year-end financial
statements on a new consolidation basis as a restructured company
focused on Artiva Inc. and the Cannabis license reporting in CAD.
About Eureka93
Eureka 93 Inc. (CSE: ERKA) -- http://Eureka93.com/-- is an
integrated life sciences company focused on the cultivation,
extraction, and distribution of cannabis and hemp-derived
cannabidiol (CBD) through its Health Canada licensed Artiva
facility in Ottawa, Canada and subsidiary operations.
FORESIGHT ENERGY: Board Terminates Long-Term Incentive Plan
-----------------------------------------------------------
The board of directors of the Foresight Energy GP LLC, the general
partner of Foresight Energy LP, terminated the Foresight Energy LP
Long-Term Incentive Plan. The unvested awards of the Chief
Executive Officer of the Partnership under the LTIP were cancelled
without payment.
About Foresight Energy
Foresight Energy L.P. -- http://www.foresight.com/-- is a producer
and marketer of thermal coal in the Illinois Basin. Foresight
currently operates two longwall mining complexes with three
longwall mining systems (Williamson (one longwall mining system)
and Sugar Camp (two longwall mining systems)), one continuous
mining operation (Macoupin) and the Sitran river terminal on the
Ohio River. Additionally, Foresight has resumed continuous miner
production at its Hillsboro complex and continues to evaluate
potential future mining options. Foresight's operations are
strategically located near multiple rail and river transportation
access points, providing transportation cost certainty and
flexibility to direct shipments to the domestic and international
markets.
Foresight Energy reported a net loss of $61.61 million for the year
ended Dec. 31, 2018. The Company also reported a net loss of
$104.05 million for the period from April 1, 2017, through Dec. 31,
2017. As of Sept. 30, 2019, the Company had $2.38 billion in total
assets, $1.87 billion in total liabilities, and $507.93 million in
total partners' capital.
* * *
As reported by the TCR on Nov. 5, 2019, S&P Global Ratings lowered
the issuer credit rating on U.S.-based coal producer Foresight
Energy L.P. to 'SD' (selective default) from 'CCC-' and removed the
rating from CreditWatch, where S&P placed it with negative
implications on Oct. 2, 2019. The downgrade follows the extension
of the 30-day interest payment grace period on the 11.50%
second-lien senior secured notes.
GANDYDANCER: Hires NM Financial as Bankruptcy Counsel
-----------------------------------------------------
GandyDancer, LLC, requests the U.S. Bankruptcy Court for the
District of New Mexico for an order approving its employment of NM
Financial & Family Law led by Don F. Harris and Dennis A. Banning,
as its Chapter 11 counsel.
The Debtor needs the firm to:
a. represent and render legal advice to the Debtor regarding
all aspects of this bankruptcy case, including, without limitation,
claims objections, adversary proceedings, plan confirmation and all
hearings before the court;
b. prepare on behalf of the Debtor necessary petitions,
answers, motions, applications, orders, reports and other legal
papers, including Debtor's plan of reorganization and disclosure
statement;
c. assist the Debtor in taking actions required to effect
reorganization under Chapter 11 of the Bankruptcy Code;
d. perform all legal services necessary or appropriate for
the Debtor' general promotion of reorganization;
e. assist, where appropriate and in accordance with other
orders of the Bankruptcy Court and non-bankruptcy tribunals, the
Debtor in non-bankruptcy litigation, and
f. perform any other legal services for the Debtor as deemed
appropriate.
NM Financial & Family Law will charge for its services at these
rates:
Don Harris, at $325.00 per hour,
Dennis A. Banning or contract attorneys at $275.00 per hour,
Paralegal and law clerk time at $150.00 per hour, and
Legal assistants at $100.00 per hour,
plus costs, expenses and applicable taxes.
Mr. Harris attests that neither the firm of NM Financial & Family
Law nor any shareholders, employees, of counsel attorneys, and its
associate and contract attorneys of the foregoing firm, hold any
interest adverse to the Debtor or the Debtor's estate.
GandyDancer, LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.M. Case No. 19-12669) on Nov. 21, 2019, before the Hon. David T.
Thuma, listing under $50,000 in assets and between $1 million to
$10 million in liabilities. The Debtor is represented Don F.
Harris, Esq., and Dennis A. Banning, Esq., at NM Financial & Family
Law, as counsel.
GANDYDANCER: Taps Keleher & McLeod as Civil Litigation Attorney
---------------------------------------------------------------
GandyDancer, LLC, seeks permission from the U.S. Bankruptcy Court
for the District of New Mexico to employ Keleher & McLeod, P.A. as
its general civil litigation attorney in this case.
In general, the professional services that the firm will provide
are:
a. Assist, where appropriate and in accordance with orders of
the Bankruptcy Court and non-bankruptcy tribunals, the Debtor in
non-bankruptcy litigation, account receivables, and receiverships;
and
b. Perform any other legal services for the Debtor as deemed
appropriate.
Keleher & McLeod will be paid at the hourly rate of $300.00,
firm/associate/contract attorneys will be billed at the hourly rate
of $250.00, $125.00 per hour for paralegal time, and $95.00 per
hour for legal assistant and law clerk time, plus costs, expenses
and applicable taxes.
Keleher & McLeodwill render statements to the Debtor on a monthly
basis. The Debtor seeks authority from the Bankruptcy Court to pay
Keleher & McLeod prior to the Court's determination of the
allowability of the firm's compensation, on a monthly basis, for
75% of attorneys' fees and 100% of reimbursable costs and
applicable gross receipts tax. All fees, costs and gross receipts
tax paid on a monthly basis or otherwise (including rates charged)
would be subject to ultimate approval of the Bankruptcy Court under
Bankruptcy Code sections 328, 330, and 331. Keleher & McLeodshould
endeavor to file fee applications at least every 180 days. The fee
applications will contain a detailed statement showing services
performed by the firm and compensation received.
Keleher & McLeod attests that neither it nor any of its
shareholders, employees, of counsel, or associate and contract
lawyers hold any interest adverse to the Debtor or the Debtor's
estate.
GandyDancer, LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.M. Case No. 19-12669) on Nov. 21, 2019, before the Hon. David T.
Thuma, listing under $50,000 in assets and between $1 million to
$10 million in liabilities. The Debtor is represented as counsel
by:
Don F. Harris, Esq.
Dennis A. Banning, Esq.
NM Financial & Family Law
320 Gold Avenue SW, Suite 1401
Albuquerque, NM 87102
Tel: (505) 503-1637
Email: dfh@nmfinanciallaw.com
dab@nmfinanciallaw.com
GIGA-TRONICS INC: Completes Reverse Split of Common Stock
---------------------------------------------------------
Giga-tronics Incorporated's previously announced 1-for-15 reverse
split of its common stock bacome effective as of Dec. 12, 2019.
Beginning on Dec. 13, 2019, the Company's common stock trades on
the OTC market on a split-adjusted basis.
As a result of the reverse stock split, the number of shares of
common stock outstanding will be reduced by the ratio of 1-for-15
to 2,476,982. The number of authorized shares of the Company's
common stock has been reduced in the same proportion to 13,333,333
shares of common stock. The reverse stock split impacts all
holders of the Company's common stock uniformly and will not impact
any shareholder's percentage ownership interest in the Company;
however, no fractional shares will be issued in connection with the
reverse stock split, and cash will be paid in lieu of any
fractional shares. The reverse stock split also reduces the number
of shares of common stock issuable upon the conversion of the
Company's outstanding shares of preferred stock and the exercise of
its outstanding stock options and warrants in proportion to the
ratio of the reverse stock split and causes a proportionate
increase in the conversion and exercise prices of such preferred
stock, stock options and warrants.
The Company's common stock will continue to trade on the OTC under
the symbol "GIGA", although the letter "D" will be added to the end
of the trading symbol for approximately 20 trading days after the
effective time of the split to designate that it is trading on a
post-split basis. The new CUSIP number for the common stock
following the reverse stock split is 37517504.
Registered shareholders holding their shares of common stock in
book-entry form or through a bank, broker or other nominee do not
need to take any action in connection with the reverse stock split.
For those shareholders holding physical stock certificates, the
Company's transfer agent, American Stock Transfer & Trust Company,
LLC, will send instructions for exchanging those certificates for
new certificates representing the post-split number of shares. The
transfer agent's phone number is AST can be reached at (877)
248-6417.
About Giga-Tronics
Headquartered in Dublin, California, Giga-Tronics Incorporated is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA". Giga-tronics produces RADAR filters and Microwave
Integrated Components for use in military defense applications as
well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test
products primarily used in electronic warfare test & emulation
applications.
Giga-Tronics reported a net loss of $1.04 million for the year
ended March 30, 2019, a net loss of $3.10 million for the year
ended March 31, 2018, and a net loss of $1.54 million for the year
ended March 25, 2017. As of Sept. 28, 2019, the Company had $8.75
million in total assets, $6.34 million in total liabilities, and
$2.41 million in total shareholders' equity.
GOOD SAMARITAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Good Samaritan Lutheran Health Care Center, Inc.
d/b/a Bethlehem Commons Care Center
125 Rockefeller Road
Delmar, NY 12054-2221
Business Description: Good Samaritan Lutheran Health Care Center,
Inc. -- http://www.goodsamvillage.org/--
operates a 120-bed nonprofit skilled nursing
facility certified by the New York State
Department of Health under Article 28 of the
Public Health Law. Good Samaritan's
mission, as stated in its Certificate of
Incorporation filed Nov. 14, 1972, is to
plan, construct, erect, build, acquire,
alter, reconstruct, rehabilitate, own,
maintain and operate a nursing home project
pursuant to the terms and provisions of the
Public Health Law.
Chapter 11 Petition Date: December 12, 2019
Court: United States Bankruptcy Court
Northern District of New York
Case No.: 19-12215
Debtor's Counsel: Deborah A. Reperowitz, Esq.
STRADLEY RONON STEVENS & YOUNG, LLP
100 Park Avenue, Suite 2000
New York, NY 10017
Tel: (212) 812-4124
E-mail: dreperowitz@stradley.com
- and -
Brian P. Seaman, Esq.
Mischa S. Wheat, Esq.
STRADLEY RONON STEVENS & YOUNG, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
Tel: (215) 564-8000
E-mail: bseaman@stradley.com
mwheat@stradley.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Thomas Roemke, secretary, Board of
Directors.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available at
PacerMonitor at https://is.gd/9dGWkz at no extra charge.
GREAGER CUSTOM: Taps Bluff & Associates as Special Counsel
----------------------------------------------------------
Greager Custom Homes, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Bluff & Associates as its
special counsel.
The firm will provide legal services in connection with the
Debtor's claim against Steven and Ann Forster relating to a
construction project. The Forsters allegedly owe $121,157.
The firm's hourly fees are:
Guy Bluff, Attorney $300
Bruce Smidt, Attorney $250
Mark Sullivan, Paralegal $125
Sara Beckwith, Paralegal $85
Guy Bluff, Esq., at Bluff & Associates, disclosed in court filings
that he and his firm do not represent any interest adverse to the
Debtor and its bankruptcy estate.
Bluff & Associates can be reached through:
Guy W. Bluff, Esq.
Bluff & Associates
4205 N. 7th 23 Avenue, Suite 201
Phoenix, AZ 85013
Tel: 602-452-2000
Fax: 623-748-5429
Email: guywbluff@gmail.com
About Greager Custom Homes
Greager Custom Homes, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-09913) on Aug. 8,
2019. At the time of the filing, Greager Custom Homes disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range. The case has been assigned to Judge Eddward P. Ballinger
Jr. Greager Custom Homes is represented by Allan D. Newdelman,
P.C.
HORIZON GLOBAL: Chief Financial Officer Pierson Resigns
-------------------------------------------------------
Jamie G. Pierson, the chief financial officer of Horizon Global
Corporation, notified the Company that he was resigning, effective
Dec. 13, 2019, and would be accepting a position with another
company.
On Dec. 12, 2019, the Company appointed Richard J. Jok as interim
chief financial officer of the Company, effective Dec. 13, 2019, or
such earlier date that Mr. Pierson ceases to serve as chief
financial officer of the Company.
Mr. Jok, age 62, has served as the Company's vice president,
financial planning and analysis, since August 2019. Prior to
joining the Company, Mr. Jok served as the chief financial officer
of OE Automotive Group, LLC, a wholly owned subsidiary of Crowne
Group, LLC, an automotive supplier of formed metal tubing and
precision plastic components, from March 2016 to February 2018. In
February 2018, Crowne Group spun off OE Automotive Group, LLC to
form Vari-Form Group, LLC. Mr. Jok served as chief financial
officer of Vari-Form from February 2018 to May 2018. Previously,
Mr. Jok was employed by Nexteer Automotive Corporation, an
automotive steering and driveline supplier, in positions of
increasing responsibility from January 2003 to January 2015,
ultimately serving as its chief financial officer, Saginaw
Division, from March 2011 to January 2015.
Mr. Jok's compensation did not change in connection with his
appointment as interim chief financial officer. Mr. Jok will
continue to: (i) receive his salary at his current annual base rate
of $210,000; (ii) be eligible to receive an annual short-term cash
incentive award based on the performance of the Company, which is
targeted at 30% of his base salary for 2019; and (iii) be eligible
to receive an annual long-term incentive award under the Company's
Amended and Restated Equity and Incentive Compensation Plan, which
has a target value of 30% of his base salary for 2019.
CAO Appointment
On Dec. 12, 2019, the Company appointed Matthew J. Meyer as chief
accounting officer of the Company, effective Dec. 13, 2019.
Prior to joining the Company, Mr. Meyer, age 38, served as
corporate controller for Joyson Safety Systems, a global leader in
mobility safety providing safety-critical components, systems and
technology to automotive and non-automotive markets, from December
2015 to November 2018. From January 2015 to December 2015, Meyer
served as director, accounting and reporting for Federal-Mogul
Holdings Corporation, a developer, manufacturer and supplier of
products for automotive, commercial, aerospace, marine, rail and
off-road vehicles; and industrial, agricultural and
power-generation applications. Prior to his position with
Federal-Mogul, from September 2011 to January 2015, Mr. Meyer
served in a variety of management positions of increasing
responsibility, ultimately serving as Compliance Director for Kelly
Services Inc., a global leader in providing workforce solutions,
including outsourcing and consulting services. Meyer also served
in a variety of positions leading up to an Audit Manager position
with KPMG, LLP, a global network of professional firms providing
audit, tax and advisory services, from January 2007 to September
2011.
Mr. Meyer's compensation did not change in connection with his
appointment as chief accounting officer. Mr. Meyer will continue
to: (i) receive his salary at his current annual base rate of
$225,000; (ii) be eligible to receive an annual short-term cash
incentive award based on the performance of the Company, which is
targeted at 30% of his base salary for 2019; and (iii) be eligible
to receive an annual long-term incentive award under the Company's
Amended and Restated Equity and Incentive Compensation Plan, which
has a target value of 20% of his base salary for 2019.
About Horizon Global
Horizon Global -- http://www.horizonglobal.com-- is a designer,
manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves the automotive aftermarket, retail and original
equipment manufacturers ("OEMs") and servicers ("OESs")
(collectively "OEs") channels.
Horizon Global reported net losses of $204.9 million in 2018, $4.77
million in 2017, and $12.66 million in 2016. As of Sept. 30, 2019,
Horizon Global had $466 million in total assets, $427.25 million in
total liabilities, and $38.75 million in total shareholders'
equity.
* * *
As reported by the TCR on June 18, 2019, Moody's Investors Service
downgraded Horizon Global Corporation's Corporate Family Rating to
C from Caa3. The downgrade reflects Moody's expectations that
modest earnings improvement will not be sufficient to reduce
leverage to a sustainable level and that the sale of the
Asia-Pacific segment will, while reducing secured leverage,
increase total leverage and create greater reliance on a quick
turnaround in the more weakly performing U.S. and European
operations to diminish restructuring risk.
In March 2019, S&P affirmed its 'CCC' issuer credit rating on the
Company and its 'CCC' issue-level rating on its first-lien debt.
S&P took the rating actions after Horizon issued an incremental $51
million term loan (unrated) and amended its covenants. In August
2019, S&P Global Ratings revised its outlook on Horizon Global
Corp. to developing following the company's announcement that it
has reached a definitive agreement to sell its Asia-Pacific segment
and use the proceeds to repay debt.
HORIZON GLOBAL: S&P Alters Outlook to Negative, Affirms 'CCC' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed the 'CCC' issuer credit rating on
Horizon Global Corp. and revised the outlook to negative from
developing.
S&P took the rating actions after the company sold its Asia-Pacific
business segment and used the proceeds to reduce its first-lien
term loan B and reduce the draw on its asset-based lending (ABL)
facility.
Meanwhile, S&P raised the rating on the company's first-lien term
loan B to 'B-' from 'CCC' as the amount has been reduced to $25
million from $190 million. The term loan B now has a '1' recovery
rating, reflecting S&P's expectation of 90%-100% (rounded estimate:
95%) in the event of a default.
In addition, S&P lowered its rating on the company's $125 million
convertible notes to 'CC' from 'CCC-', with a '6' recovery rating,
reflecting its expectations of 0%-10% recovery (rounded estimate:
0%)."
The outlook revision to negative reflects S&P's view that despite
recent debt reduction and temporary improvement in liquidity,
Horizon's credit metrics and liquidity remain quite weak and could
worsen as the rating agency expects the company to generate
negative free flow. The company's results were worse in the third
quarter for the businesses that remain following the sale of the
profitable Asia-Pacific division. The deteriorating performance in
the company's Americas segment is quite pronounced and S&P is more
skeptical that a quick turnaround will occur. Given its forecast
for negative free cash flow for the next 12 months, S&P thinks it
could be difficult for the company to refinance its ABL coming due
June 30, 2020, and the rating agency believes the company will
likely not be compliant with its new covenants, which go into
effect Dec. 31, 2020.
The negative outlook on Horizon reflects the risk that the
operating performance on Horizon's remaining businesses could
remain sufficiently weak such that it will either be unable to
refinance its ABL or will pursue a distressed exchange over the
next year.
"We could lower our ratings if a default, distressed exchange, or
redemption appears to be inevitable in the next six months. This
could occur if the company continues to face operational issues in
North America and Europe or if it cannot increase prices to offset
higher raw material and freight costs without losing customers,"
S&P said.
"We could raise our rating on Horizon Global if the company can
turn around its remaining businesses sufficiently so that it
reduces leverage to meet its new net leverage covenant, which takes
effect Dec. 31, 2020, and generate free operating cash flow. We
would also expect the company improves its liquidity position,
including refinancing its upcoming maturities for its ABL,
first-lien term loan, and second-lien term loan," the rating agency
said.
HOVNANIAN ENTERPRISES: Consummates Notes Exchange Offers
--------------------------------------------------------
Hovnanian Enterprises, Inc., and K. Hovnanian Enterprises, Inc., a
wholly owned subsidiary of the Company, have consummated the Notes
Exchange Offers and the Term Loan Exchange. As a result of those
transactions, K. Hovnanian issued or borrowed $240.0 million
aggregate principal amount of debt and retired $327.9 million
aggregate principal amount of debt.
New 2025 Notes Indenture
On Dec. 10, 2019, the Company, K. Hovnanian and the other
Guarantors entered into an Indenture with Wilmington Trust,
National Association, as trustee and collateral agent, under which
K. Hovnanian issued $158,502,000 aggregate principal amount of
10.000% Senior Secured 1.75 Lien Notes due 2025 in exchange for the
Old Notes of K. Hovnanian tendered by holders thereof in connection
with its previously disclosed exchange offers for those notes and
accepted by K. Hovnanian for exchange. The notes exchanged in the
Exchange Offers consisted of $23,152,000 aggregate principal amount
of 10.000% Senior Secured Notes due 2022 and $141,708,000 aggregate
principal amount of 10.500% Senior Secured Notes due 2024.
The New 2025 Notes are guaranteed by the Company and substantially
all of its subsidiaries, except for K. Hovnanian, its home mortgage
subsidiaries, certain of its title insurance subsidiaries, joint
ventures and subsidiaries holding interests in joint ventures. The
New 2025 Notes and the guarantees thereof will be secured by
substantially all of the assets owned by K. Hovnanian and the
Guarantors, subject to permitted liens and certain exceptions. In
respect of K. Hovnanian's other secured obligations, the liens
securing the New 2025 Notes are on a parity with any secured
obligations that are equal in priority with respect to the assets
securing the New 2025 Notes, including the 1.75 Lien Term Loans,
are senior to the liens securing the Old Notes and any other future
secured obligations that are junior in priority with respect to the
assets securing the New 2025 Notes and are junior in priority with
respect to the assets securing K. Hovnanian's Senior Secured
Revolving Credit Facility, 7.75% Senior Secured 1.125 Lien Notes
due 2026, 10.5% Senior Secured 1.25 Lien Notes due 2026 and 11.25%
Senior Secured 1.5 Lien Notes due 2026.
The New 2025 Notes bear interest at 10.000% per annum and mature on
Nov. 15, 2025. Interest on the New 2025 Notes is payable
semi-annually on May 15 and November 15 of each year, beginning on
May 15, 2020, to holders of record at the close of business on May
1 or November 1, as the case may be, immediately preceding each
such interest payment date.
The New 2025 Notes Indenture contains restrictive covenants that
limit, among other things, and in each case, subject to certain
exceptions, the ability of the Company and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repay certain indebtedness prior to its respective
stated maturity, repurchase common and preferred stock, make other
restricted payments (including investments), sell certain assets
(including in certain land banking transactions), incur liens,
consolidate, merge, sell or otherwise dispose of all or
substantially all of their assets and enter into certain
transactions with affiliates. The New 2025 Notes Indenture also
contains customary events of default which would permit the holders
of the New 2025 Notes to declare such New 2025 Notes to be
immediately due and payable if not cured within applicable grace
periods, including the failure to make timely payments on the New
2025 Notes or other material indebtedness, the failure to satisfy
covenants, the failure of the documents granting security for the
New 2025 Notes to be in full force and effect, the failure of the
liens on any material portion of the collateral securing the New
2025 Notes to be valid and perfected and specified events of
bankruptcy and insolvency.
New 1.75 Lien Credit Agreement
On Dec. 10, 2019, K. Hovnanian, the Company, the other Guarantors
party thereto, Wilmington Trust, National Association, as
administrative agent, and affiliates of certain investment
managers, as lenders, entered into a credit agreement providing for
$81,498,000 of senior secured 1.75 lien term loans, that were
borrowed by K. Hovnanian and guaranteed by the Guarantors in
exchange for $162,996,000 of K. Hovnanian's senior unsecured term
loans due Feb. 1, 2027 pursuant to an Exchange Agreement, dated
Dec. 10, 2019, by and among K. Hovnanian, the Company, the other
Guarantors party thereto and the Investors. The 1.75 Lien Term
Loans and the guarantees thereof will be secured on a pari passu
basis with the New 2025 Notes by the same assets that secure the
New 2025 Notes, subject to permitted liens and certain exceptions.
The 1.75 Lien Term Loans will bear interest at a rate equal to
10.0% per annum and will mature on Jan. 31, 2028.
The 1.75 Lien Credit Agreement contains representations and
warranties and covenants that limit, among other things, and in
each case, subject to certain exceptions, the ability of the
Company and certain of its subsidiaries, including K. Hovnanian, to
incur additional indebtedness, pay dividends and make distributions
on common and preferred stock, repay certain indebtedness prior to
its respective stated maturity, repurchase common and preferred
stock, make other restricted payments, including investments, sell
certain assets (including in certain land banking transactions),
incur liens, consolidate, merge, sell or otherwise dispose of all
or substantially all of their assets and enter into certain
transactions with affiliates. The 1.75 Lien Credit Agreement also
contains customary events of default which would permit the
Administrative Agent thereunder to exercise remedies with respect
to the collateral securing the 1.75 Lien Term Loans and declare the
1.75 Lien Term Loans to be immediately due and payable if not cured
within applicable grace periods, including the failure to make
timely payments on the 1.75 Lien Term Loans, including any interest
and fees due in connection therewith, or other material
indebtedness, the failure to satisfy covenants, the material
inaccuracy of representations or warranties made, the failure of
the documents granting security for the 1.75 Lien Term Loans to be
in full force and effect, the failure of the liens on any material
portion of the collateral securing the 1.75 Lien Term Loans to be
valid and perfected, cross acceleration to other material
indebtedness, and specified events of bankruptcy and insolvency.
Collateral Documents and Intercreditor Agreements
In connection with the execution of the 1.75 Lien Indenture and the
1.75 Lien Credit Agreement, K. Hovnanian and the Guarantors entered
into various collateral documents, including security agreements
and a pledge agreement.
In connection with the issuance of the New 2025 Notes, K. Hovnanian
and the Guarantors entered into the Joinder, dated as of Dec. 10,
2019, to (a) the First Lien Intercreditor Agreement, dated as of
Oct. 31, 2019, which governs the relative rights among the parties
holding K. Hovnanian's senior secured first priority secured debt,
and (b) the First Lien Collateral Agency Agreement, dated as of
Oct. 31, 2019, pursuant to which Wilmington Trust, National
Association was appointed as the joint first lien collateral agent
for perfection purposes with respect to the liens securing the
First Lien Debt.
In addition, in connection with the borrowing of the 1.75 Lien Term
Loans, K. Hovnanian and the Guarantors entered into the Joinder,
dated as of Dec. 10, 2019, to the First Lien Intercreditor
Agreement and the First Lien Collateral Agency Agreement.
Finally, in connection with the issuance of the New 2025 Notes and
the borrowing of the 1.75 Lien Term Loans, K. Hovnanian and the
Guarantors entered into the Joinder, dated as of Dec. 10, 2019, to
the Second Amended and Restated Intercreditor Agreement, dated as
of Oct. 31, 2019, which governs the relative rights between the
parties holding K. Hovnanian's First Lien Debt, on the one hand,
and the parties holding K. Hovnanian's senior secured debt which
has a lien priority junior to the liens securing the First Lien
Debt, on the other hand.
About Hovnanian Enterprises
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian
and headquartered in Matawan, New Jersey, designs, constructs,
markets, and sells single-family detached homes, attached townhomes
and condominiums, urban infill, and active lifestyle homes in
planned residential developments. The Company is a homebuilder
with operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina,
Texas, Virginia, Washington, D.C. and West Virginia. The Company's
homes are marketed and sold under the trade names K. Hovnanian
Homes, Brighton Homes.
Hovnanian Enterprises reported net income of $4.52 million for the
year ended Oct. 31, 2018, compared to a net loss of $332.2 million
for the year ended Oct. 31, 2017. As of July 31, 2019, the Company
had $1.79 billion in total assets, $2.28 billion in total
liabilities, and $493.07 million in total deficit.
* * *
S&P Global Ratings lowered its issuer credit rating on U.S.-based
residential homebuilder Hovnanian Enterprises Inc. (HOV) to 'SD'
(selective default) from 'CCC+', as reported by the TCR on Nov. 11,
2019. The downgrade of the issuer credit rating follows the
disclosure that Hovnanian has completed a partial debt exchange,
whereby holders of its 10.5% senior secured notes due 2024 received
newly issued $64.2 million 7.75% 1.125-lien notes due 2026 and
$103.1 million 11.25% 1.5-lien notes due 2026.
As reported by the TCR on Nov. 14, 2019, Moody's Investors Service
downgraded Hovnanian Enterprises, Inc.'s Corporate Family Rating to
Caa2 from Caa1. The rating action was prompted by a series of
refinancing transactions completed and contemplated by Hovnanian
that Moody's deems to be distressed exchanges.
ICONIX BRAND: Faces SEC Accounting Fraud Charges
------------------------------------------------
The Securities and Exchange Commission has charged brand-management
company Iconix Brand Group Inc. and three of its former top
executives with fraud. Iconix and two of its former executives have
agreed to settle. The SEC's litigation is proceeding against
Iconix's former CEO.
The SEC's complaint, unveiled Dec. 5, against former Iconix CEO
Neil Cole and former Chief Operating Officer Seth Horowitz alleges
that Cole and Horowitz devised a fraudulent scheme to create
fictitious revenue, allowing Iconix to meet or beat Wall Street
analysts' consensus estimates in the second and third quarters of
2014. According to the complaint, Cole and Horowitz realized
substantial profits on Iconix stock sales as a result of the
alleged fraud. In order to hide the fraud, as alleged, Cole and
Horowitz also deleted emails and caused Iconix to make false and
misleading statements in response to an SEC inquiry.
The SEC separately charged Iconix with fraud for recognizing false
revenue and manipulating its reported earnings in 2014, entering
into transactions to conceal distressed finances at two licensees
who could not meet licensing royalty payments owed to Iconix, and
failing to recognize over $239 million in impairment charges for
three brands over a multi-year period. Additionally, Iconix and
its former Chief Financial Officer Warren Clamen failed to
recognize losses from Iconix's failing licensees, disclose that
Iconix entered into transactions to secretly and temporarily
bolster its licensees' finances, and properly test for impairment.
As a result of these accounting improprieties, Iconix overstated
net income by hundreds of millions of dollars between 2013 and the
third quarter of 2015.
In parallel actions, the U.S. Attorney's Office for the Southern
District of New York also announced criminal charges against Cole
and Horowitz. Horowitz has pleaded guilty to those charges.
"As the Commission alleges, Iconix and its top executives deceived
investors by manipulating revenue and a key earnings metric,
schemed to hide the lackluster results of its top brands and
concealed growing losses," said Anita B. Bandy, Associate Director
of the SEC's Division of Enforcement. "T[he] actions reflect our
efforts to hold companies and executives accountable and obtain
meaningful relief for investors."
Without admitting or denying the allegations, Iconix agreed to
injunctive relief and to pay a $5.5 million penalty, an amount that
reflects the company's cooperation and remediation efforts.
Horowitz, who is cooperating with the SEC, has consented to
injunctive relief and a permanent officer and director bar, and has
agreed to disgorgement and prejudgment interest of over $147,000,
and a penalty in an amount to be determined at a later date. The
settlements are subject to court approval.
In its litigation against Cole, the SEC is seeking monetary and
injunctive relief, including a permanent officer and director bar,
and reimbursement to Iconix of certain incentive-based compensation
pursuant to Section 304(a) of the Sarbanes-Oxley Act.
Clamen, without admitting or denying the SEC's findings, has agreed
to cease and desist from future violations of the securities laws
and pay disgorgement and prejudgment interest of nearly $50,000 and
a $150,000 penalty. The order suspends Clamen from appearing and
practicing before the Commission as an accountant and provides
Clamen the right to apply for reinstatement after three years.
The SEC's investigation was conducted by Danette R. Edwards and
Kristen Dieter, and was supervised by Gregory G. Faragasso and Ms.
Bandy. The litigation against Cole will be led by Thomas A. Bednar,
Sarah H. Concannon, and Fernando Campoamor Sanchez. The SEC
appreciates the assistance of the U.S. Attorney's Office for the
Southern District of New York, the Federal Bureau of Investigation,
and the SEC's Office of the Inspector General.
IRIS RAMOS: Court Okays $200K Sale of Roslindale Property
---------------------------------------------------------
Judge Melvin Hoffman of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Iris Ramos to sell a portion of her
property located at 55 Hillock Street, Roslindale, Mass.
The property will be sold to Ronald Foley and Simone Mourad for
$199,999.
A copy of the sale agreement is available at
https://tinyurl.com/y4ktogae from PacerMonitor free of charge.
Iris Ramos sought Chapter 11 protection (Bankr. D. Mass. Case No.
19-10789) on March 12, 2019. The Debtor tapped David G. Baker,
Esq., as her legal counsel.
ISAGENIX WORLDWIDE: S&P Lowers ICR to 'CCC+'; Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Isagenix Worldwide Inc. to 'CCC+' from 'B-'. The outlook is
negative.
At the same time, S&P lowered its issue-level rating on the
company's $415 million senior secured bank facility, which consist
of a $40 million revolving credit facility and $375 million term
loan facility, to 'B-' from 'B'.
The downgrade reflects Isagenix's continued underperformance in
recent quarters and deterioration in credit metrics and S&P's
belief that the company is dependent on favorable business,
financial, and economic conditions to meet it financial commitment.
Isagenix continues to face intense competition for sales
representatives from the gig economy and competition from Amazon
and has been unable to stabilize its operating performance. The
popularity of making money from the gig economy companies has made
it difficult for the multi-level marketing (MLM) industry to
attract and retain the same group of potential sales people.
Separately, Amazon provides customers with ease of purchase
compared with Isagenix's multi-step process to sign up a new
customer. Revenue for the past 12 months ended Sept. 30, 2019,
declined about 23% and adjusted EBITDA declined about 30% because
of intense competition to recruit sales associates, leading to
continued declining sales associate activities and new customers.
Adjusted EBITDA has declined more than 40% since 2017. The
company's leverage for the 12 months ended Sept. 30, 2019 increased
to the high-5x area. S&P expects adjusted EBITDA to shrink to about
$70 million by the end of 2019, which was a little more than half
of the size of the adjusted EBITDA in 2017. Although S&P expects
the company to generate positive free cash flow (FCF) of about $40
million for 2019, it is significantly less than $114 million FCF in
2017. With the continued industry headwind, S&P believes the
company will be unable to restore its EBITDA and generate
meaningful FCF compared with the 2017 level. The rating agency now
believes Isagenix is vulnerable and dependent on favorable
business, financial, and economic conditions to meet its financial
obligations over the long term. The company repurchased about $7.5
million face value of its term loan at a discount in the third
quarter, which S&P views as opportunistic. However, if the company
continues to transact repurchases below face value, the rating
agency could revise its opinion to view such transactions as
selective default rather than opportunistic, depending on the
cumulative amount of repurchases and repurchase price.
"The negative outlook reflects the potential for a lower rating
over the next 12 months if, in our view, the risk of a near-term
default has increased, including a liquidity crisis, violation of
financial covenants, or a selective default," S&P said.
"We could lower the ratings if the company could not slow the rate
of revenue and EBITDA decline, leading to further deterioration in
free cash flow and increased probability of a financial covenant
violation. We could also lower our ratings if we believed Isagenix
were likely to engage in a distressed exchange in the next 12
months or if the company made debt repurchases significantly below
par, which in our view cumulatively constitute a selective
default," S&P said.
S&P could take a positive rating action if Isagenix stabilizes its
revenue and associate base, improves profits and free cash flow,
sustains adjusted debt to EBITDA below 5.5x, and maintains a
double-digit forecast covenant cushion. This could occur if the
company were able to turn around its declining business,
successfully introduce new products, and begin to benefit from its
technology platform.
Isagenix is one of the largest direct sales,
meal-replacement-focused companies in North America. The company
operates primarily in the U.S., where it generates about 75% of its
revenue, with the remaining 25% generated from international
markets, mainly Canada and Australia. The company has a high
product concentration, in particular its focus on the IsaLean
Shake, a weight-loss product that accounts for more than half of
sales.
ISS MANAGEMENT: Cunningham Chernicoff Okayed as Bankr. Counsel
--------------------------------------------------------------
ISS Management, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Cunningham, Chernicoff & Warshawsky, P.C., to represent it with
respect to its Chapter 11 case and related matters.
The professional services to be rendered by Cunningham, Chernicoff
& Warshawsky, P.C. include, but are not limited to:
a. Give the Debtor legal advice regarding its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. Prepare and file on behalf of the Debtor, as
Debtor-in-Possession, the original Petition and Schedules, and all
necessary applications, complaints, answers, orders, reports and
other legal papers; and
c. Perform all other legal services for the Debtor, as
Debtor-in-Possession, which may be necessary.
The joint representation of ISS and HEH, along with that of this
Debtor, does not represent a conflict in interest and does not
render Cunningham, Chernicoff & Warshawsky, P.C. disinterested.
Rather, they have certain commonality as set forth in the
Application for Joint Administration.
ISS Management is a subsidiary of Infrastructure Solution Services,
Inc. and an affiliate of Happy Endings Holdings, LLC. Both are
debtors in jointly administered Chapter 11 cases.
The firm's standard hourly billing rates otherwise in effect for
comparable work performed by the law firm, such rates currently
being:
Robert E. Chernicoff $400.00
Partners $200.00 to $350.00
Associate Attorneys $150.00 to $200.00
Paralegals $100.00
The firm may be reached at:
Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C
North Second Street
P. O. Box 60457
Harrisburg, PA 17106-0457
Tel: (717) 238-6570
About Infrastructure Solution Services
Infrastructure Solution Services Inc. is a provider of green
stormwater infrastructure solutions in the Philadelphia market.
Infrastructure Solution Services, based in Jonestown, Pa., filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03915) on Sept.
13, 2019. In the petition signed by Corey Wolff, director, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Subsidiary Happy Endings Holdings, LLC, also filed for Chapter 11
(Bankr. M.D. Pa. 19-03916) also on Sept. 13, listing under $1
million in assets and $1 million to $10 million in liabilities.
Another subsidiary, ISS Management, LLC, a privately held company
whose principal assets are located at 156 S Bethlehem Pike Ambler,
PA 19002, filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 19-04825) on Nov. 12. In its petition, ISS estimated
$1 million to $10 million in both assets and liabilities.
All three cases are jointly administered under Infrastructure
Solution Services'. The Hon. Henry W. Van Eck oversees the cases.
The petitions were signed by Corey Wolff, director of the lead
debtor.
Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky,
P.C., serves as bankruptcy counsel to the Debtors.
JANETTE COCKRUM: Court Okays $125K Sale of Mountain Home Property
-----------------------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas authorized Janette Marie Cockrum to sell a
commercial property located at 39 Teal Point Road, Mountain Home,
Baxter County, Ark.
The property will be sold to a certain Stephen McMullen for
$125,000 "free and clear" of liens and other encumbrances with the
liens of creditors transferring to the sale proceeds.
Janette Marie Cockrum sought Chapter 11 protection (Bankr. W.D.
Ark. Case No. 18-73275) on Dec. 11, 2018. The Debtor tapped David
G. Nixon, Esq., at Nixon Law Firm as counsel.
JILL ACQUISITION: Moody's Lowers CFR to B2, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Jill Acquisition LLC's
Corporate Family Rating to B2 from B1 and Probability of Default
Rating to B2-PD from B1-PD. At the same time, Moody's downgraded
the company's senior secured first lien term loan to B2 from B1,
and the speculative grade liquidity to SGL-3 from SGL-2. The
outlook is negative.
"The downgrade of the CFR to B2 and negative outlook reflect
J.Jill's weaker operating results versus prior expectations,
including the impact of significantly lower same store sales, still
elevated inventory, and continued markdowns, which have materially
reduced operating profit expectations for fiscal 2019," said
Moody's lead analyst Oliver Alcantara. "The significant decline in
year-to-date revenue and earnings, increases the uncertainty
regarding the company's ability to materially improve operating
trends amid a highly competitive environment and leadership
turnover." Added Alcantara.
Downgrades:
Issuer: Jill Acquisition LLC
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2
Senior Secured First Lien Term Loan, Downgraded to B2 (LGD3) from
B1 (LGD3)
Outlook Actions:
Issuer: Jill Acquisition LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
J.Jill's B2 CFR broadly reflects the company's weak sales and
earnings performance, elevated leverage, and modest scale with
narrow customer demographic. J.Jill's revenue and profitability
weakened in 2019, driven by product and marketing missteps that
started in 1Q-19 and resulted in elevated inventory levels and
markdowns, a trend that has continued throughout fiscal 2019 with
the company guiding to a weak fourth quarter. As a result, Moody's
estimates J.Jill's financial leverage on a debt/EBITDA basis to be
elevated at around 4.5x and EBIT/interest coverage modest at around
1.2x at the end of fiscal 2019. Credit metrics will remain around
these levels in 2020 as the company works to reduce excess
inventory amid a highly competitive environment, somewhat offset by
the margin benefit from recent cost savings initiatives and
expected decrease in markdown activity. J.Jill's modest size with
annual revenue under $700 million and its narrow customer
demographic and product focus increases the risk of revenue and
earnings volatility. The company's majority ownership by a private
equity sponsor also constrain the rating, given the history of
aggressive financial strategies regarding shareholder
distributions. J.Jill's liquidity is adequate, characterized by
Moody's expectation of positive free cash flow generation on an
annual basis, full availability under the $40 million ABL facility,
and lack of meaningful debt maturities until 2022. However, Moody's
estimates limited cushion under the company's term loan financial
maintenance covenant that steps down starting in the fourth
quarter, which allows little room for further underperformance in
fiscal 2020.
J.Jill rating is broadly supported by the company's highly loyal
and affluent customer base, its strong direct-to-consumer business
that typically accounts for over 40% of revenue, and its sizable
brick & mortar retail presence with about 290 stores. The company
has a good market position in its products categories and target
demographic, but competition, the shift of consumer spending to
digital channels, and merchandising missteps in recent years
indicates challenges to operating execution.
The negative outlook reflects the uncertainty regarding the
company's ability to materially improve operating trends amid a
highly competitive operating environment, and leadership turnover.
The negative outlook also reflects Moody's view that liquidity
pressure will increase as the term loan maturity approaches if the
company is unable to grow revenue and earnings, and that limited
cushion under the company's term loan financial maintenance
covenant allows little room for further underperformance in fiscal
2020 without also straining liquidity.
The ratings could be upgraded if the company is able to reverse
negative operating trends with a track record of successful
implementation of marketing and merchandising operating initiatives
that mitigate execution volatility. A ratings upgrade will also
required debt/EBITDA sustained below 4.0x and EBIT/interest
maintained above 2.0x, while maintaining at least good liquidity
highlighted by consistent positive free cash flow generation and
proactively and cost-effectively addressing maturities. The ratings
could be downgraded if the company fails to successfully address
recent operational missteps such that sales and margins continue to
erode, if debt/EBITDA is above 5.0x, or EBIT/Interest is sustained
below 1.25x. Ratings could also be downgraded if free cash flow
weakens, or liquidity deteriorates.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
Headquartered in Quincy, Massachusetts, Jill Acquisition LLC, a
subsidiary of J.Jill, Inc., is a retailer of women's apparel,
footwear and accessories sold through the Internet, catalogs and
290 retail stores. The company is majority-owned by TowerBrook
Capital Partners L.P. and generated revenue of about $694 million
for the twelve months period ended November 2, 2019.
KAISER GYPSUM: Plan Confirmation Hearing Scheduled for March 30
---------------------------------------------------------------
Kaiser Gypsum Company, Inc. and Kaiser Cement Corporation (now
known as Hanson Permanente Cement, Inc.) made certain products that
contained asbestos. These products included various exterior
stucco materials, joint compounds for wallboard and radiant heating
components, texturizing paint and other related products (the
"Products"). A full list of the Products can be found at
https://cases.primeclerk.com/kaisergypsum. People using these
Products (and family members and others who came into contact with
these people) may have been exposed to asbestos. The Debtors are
now in bankruptcy and people with claims of injury caused by
exposure to asbestos in the Products have certain rights that may
be affected by the bankruptcy filing.
The Debtors have filed a Joint Plan of Reorganization (the "Plan")
and a Disclosure Statement, a document that provides important
information about the Plan. The Disclosure Statement has been
approved and will be sent to individuals with asbestos-related
personal injury claims so that they can vote whether to accept or
reject the Plan. A hearing to consider confirmation of the Plan
(the "Confirmation Hearing") has been scheduled for March 30, 2020
to April 4, 2020 in the U.S. Bankruptcy Court for the Western
District of North Carolina, 401 W. Trade St., Charlotte, NC 28202.
Information on the Confirmation Hearing and all Plan-related
documents is available at
https://cases.primeclerk.com/kaisergypsum.
Am I Affected by the Plan?
If you claim to have been injured by asbestos in any of the
Products, you are entitled to vote to approve or reject the Plan.
The full Disclosure Statement and a ballot were sent to all lawyers
representing individuals with current asbestos-related personal
injury claims against the Debtors or directly to those individuals.
A vote to accept or reject the Plan must be received by 5:00 p.m.,
prevailing Eastern Time, on February 20, 2020. If you believe you
have an asbestos-related personal injury claim against the Debtors
and have questions, then you should contact your lawyer
immediately.
What does the Plan do?
The Plan is the result of a settlement between the Debtors and
court-appointed representatives of current and future asbestos
claimants. The Plan preserves the Debtors' asbestos insurance
coverage and permits asbestos personal injury claimants to pursue
insurance recoveries in the tort system. The Plan also proposes to
create a trust to pay asbestos-related personal injury claims to
the extent the claims are not covered by insurance. If the Plan is
approved, money can only be received from insurance and the trust;
asbestos personal injury claimants will not be able to recover
money from the Debtors or other protected parties listed in the
Plan. If you have a pending lawsuit against the Debtors, you
should talk to your lawyer about how the Plan may affect you.
How to Obtain Documents.
Copies of the Disclosure Statement, which includes the Plan, the
voting materials and the notice of the Confirmation Hearing may be
obtained by visiting this website:
https://cases.primeclerk.com/kaisergypsum. You may also obtain
copies of these documents by sending a request, in writing, to
Prime Clerk, LLC, Kaiser Gypsum Company, Inc. Ballot Processing,
c/o Prime Clerk, One Grand Central Place, 60 East 42nd Street,
Suite 1440, New York, New York 10165 or by calling (855) 855-7644.
What if I want to Object to the Plan?
If you have a lawyer, you should talk to him or her about any
concerns you may have about the Plan. You may object to the Plan
if you do not like all or part of it. The deadline for filing and
serving objections to the confirmation of the Plan is 5:00 p.m.,
prevailing Eastern Time, on February 20, 2020. All objections must
comply with the requirements set forth in paragraph 12 of the
notice of the Confirmation Hearing, which is posted at
https://cases.primeclerk.com/kaisergypsum.
For more information, visit
https://cases.primeclerk.com/kaisergypsum or call toll-free (855)
855-7644.
About Kaiser Gypsum
Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente
Cement, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on
Sept. 30, 2016. The petitions were signed by Charles E. McChesney,
II, vice-president and secretary.
The companies are represented by Rayburn Cooper & Durham P.A. and
Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special
insurance counsel; NERA Economic Consulting as consultant; Miller
Nash Graham & Dunn LLP as special environmental and insurance
counsel; and PricewaterhouseCoopers LLP as financial advisors.
At the time of the bankruptcy filing, Kaiser and Hanson each was
estimated to have assets and liabilities at $100 million to $500
million.
Kaiser's principal business consisted of manufacturing and
marketing gypsum plaster, gypsum lath and gypsum wallboard. The
company has no current business operations other than managing its
legacy asbestos-related and environmental liabilities. The company
has no material tangible assets.
HPCI's primary business was the manufacture and sale of Portland
cement products. It is a wholly-owned, indirect subsidiary of
non-debtor Lehigh Hanson, Inc.
HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.
The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors in the Chapter 11
case of Kaiser Gypsum Company, Inc. The Creditors Committee hired
Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC.
An Official Committee of Asbestos Personal Injury Claimants
retained Caplin & Drysdale, Chartered, as its counsel.
Lawrence Fitzpatrick, the Future Claimants' Representative, tapped
Ankura Consulting Group, LLC as his claims evaluation consultant;
Young Conaway Stargatt & Taylor, LLP as attorney; and Hull &
Chandler, P.A. as local counsel.
KENWOOD MANOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kenwood Manor, Inc.
141 Rockefeller Road
Delmar, NY 12054
Business Description: Kenwood Manor, Inc. --
http://www.goodsamvillage.org/-- is a New
York not-for-profit corporation that
operates a continuing care retirement
community and assisted living facility for
the elderly. Kenwood Manor was founded and
established in the early 1930s by a group of
dedicated Lutheran lay women of the Capital
District area who realized the need for
dignified Christian living for the elderly.
Chapter 11 Petition Date: December 12, 2019
Court: United States Bankruptcy Court
Northern District of New York
Case No.: 19-12216
Debtor's Counsel: Deborah A. Reperowitz, Esq.
STRADLEY RONON STEVENS & YOUNG, LLP
100 Park Avenue, Suite 2000
New York, NY 10017
Tel: (212) 812-4124
E-mail: dreperowitz@stradley.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Roemke, secretary, Board of
Directors.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available at
PacerMonitor at https://is.gd/wYFwpK at no extra charge.
KESTREL BIDCO: S&P Assigns B+ Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Kestrel Bidco Inc., the entity formed earlier this year to
facilitate the acquisition of Calgary, Alta.-based airline operator
WestJet Airlines Ltd.
At the same time, S&P Global Ratings assigned its 'BB-' issue-level
and '2' recovery ratings to Kestrel's secured term loan of about
US$2 billion and undrawn revolving credit facility of about US$350
million.
Private equity firm Onex Corp. completed the funding and
acquisition of WestJet. Kestrel was formed earlier this year to
facilitate private equity firm Onex Corp.'s acquisition of WestJet,
which closed on Dec. 11 following required regulatory approvals,
including that from the Canada Transportation Agency. S&P expecte
that subsequent to completing the transaction, Kestrel will
amalgamate with WestJet, and WestJet will be the surviving entity.
S&P's 'B+' issuer credit rating on Kestrel primarily reflects the
company's high anticipated debt levels and WestJet's position as
the second-largest airline in Canada. Kestrel funded the
acquisition of WestJet primarily with debt, contributing to credit
measures that are considerably weaker than previously assumed for
WestJet. S&P estimates Kestrel's adjusted FFO-to-debt in the
mid-teens percent area and adjusted debt-to-EBITDA in the mid-4x
area. S&P's view of Kestrel's financial risk profile incorporates
the anticipated earnings volatility because of the company's
exposure to the highly cyclical and competitive airline sector and
fluctuating jet fuel prices. S&P believes these risks are offset in
part by core leverage measures that are relatively stronger than
what the rating agency would typically expect for companies owned
and controlled by private equity sponsors.
The stable outlook primarily reflects S&P's expectation for the
company to generate adjusted FFO-to-debt in the mid-teen percent
area and adjusted debt-to-EBITDA in the mid-4x area over the next
couple of years. S&P assumes strong demand for air travel will
persist and contribute to an improvement in profitability following
a challenging 2018.
"We could lower the ratings within the next 12 months if we expect
adjusted FFO-to-debt or adjusted debt-to-EBITDA to persist below
12% or above 5x, respectively. This could occur if fuel prices rise
without an offsetting increase in fares or if revenue per available
seat miles is meaningfully lower than we anticipate, potentially
due to weak demand or competitive pressures," S&P said, adding that
this could also occur if non-fuel operating costs are significantly
higher than the rating agency expects, leading to adjusted EBITDA
margins that remain well below 20%.
"Given our view of Kestrel's high debt leverage following the
leveraged buyout, we are unlikely to raise the ratings within the
next 12 months. That said, we could upgrade the company if we
expect adjusted FFO-to-debt and adjusted debt-to-EBITDA to be
sustained above 20% and below 4x, respectively. This could occur if
operating performance and debt reduction exceed our expectations.
In this scenario, we would also need to believe that Onex's
strategy and financial policies for this investment would support
credit measures at these stronger levels," the rating agency said.
KNB HOLDINGS: S&P Lowers ICR to 'CCC+' Due to Tariff Headwinds
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
KNB Holdings Corp. to 'CCC+' from 'B-' and its issue-level ratings
on the company's first-lien term loan to 'CCC+' from 'B-'. The
recovery rating remains '3'.
S&P's downgrade reflects weak operating performance primarily due
to import tariffs, leading it to believe the company's capital
structure is unsustainable and liquidity has become constrained.
The company's operating performance deteriorated further as
sustained tariff headwinds and an operational issue in the soft
homes division affected profitability and drove leverage to 11.3x
for the 12 months ended Sept. 30, 2019, from 4.4x for the 12 months
ended Sept. 30 2018. S&P believes the capital structure is
unsustainable and liquidity is constrained, as it expects the
impact of tariffs to persist into 2020 leaving the company unable
to restore pre-tariff EBITDA and generate meaningful cash flow.
Profitability and cash flow restoration will be limited because the
company has extremely high exposure to China, sourcing more than
70% of its products there, including nearly 100% of lighting
products. S&P also expects retailers to continue operating at more
conservative inventory levels going forward, particularly as
additional phase four tariffs roll out in mid-December 2019, and
discretionary consumer spending could slow with higher prices. This
will result in minimal cash flow generation through 2020 and S&P
expects the company will have to utilize its revolving credit and
factoring facilities to meet its fixed charge payments.
The negative outlook reflects S&P's expectation that the capital
structure will remain unsustainable and liquidity will remain
constrained. It also captures the potential for further downside in
performance such that a near term default scenario would be
possible and S&P would lower the ratings over the next 12 months.
"We would lower the ratings if we believe the company will default
within a subsequent 12-month period driven by further deterioration
in operating performance from tariffs or execution problems.
Additionally, we could also lower the ratings if we believe the
company's liquidity position or cash generation further
deteriorates such that we believe a near-term payment miss could
occur or the fixed-charge covenant test is likely to be sprung,"
S&P said.
"We could raise the ratings if the company can generate stronger
earnings and free operating cash flows such that we believe the
capital structure is sustainable, its liquidity position improves,
and EBITDA interest coverage remains above 1.5x. This could occur
if the company can offset tariff costs and customers resume regular
purchases, improving the company's EBITDA," the rating agency said.
LAREDO PETROLEUM: S&P Alters Outlook to Negative, Affirms B+ ICR
----------------------------------------------------------------
S&P Global Ratings affirmed the 'B+' issuer credit rating on Tulsa,
Okla.–based oil and gas exploration and production (E&P) company
Laredo Petroleum Inc. and revised the outlook to negative from
stable.
At the same time, S&P affirmed the 'B+' issue-level ratings on the
company's unsecured notes based on a company provided PV-10 and the
rating agency's updated recovery price deck.
The rating actions follow Laredo's acquisition of 4,475 contiguous
net acres in Glasscock County for $65 million. The company plans
to purchase 7,360 undeveloped acres in Howard County (Permian
Basin) for $130 million, which it intends to pay for with its
reserve-based lending facility. Upon closing of the acquisition,
expected by year-end 2019, the company plans to move all three of
its currently operated rigs to Howard Co., with first production
from this area anticipated in the third quarter of 2020.
The outlook revision reflects S&P's view of the company's increased
operational risk related to its transition to Howard Co., modest
free cash flow, and weak capital market conditions. These factors
may make it challenging for Laredo to refinance its 5.625% senior
unsecured notes due January 2022 on favorable terms. S&P believes
that the company has increased its operational risk by moving all
of its drilling activity to Howard County in 2020. While the rating
agency expects Howard County to produce a higher proportion of oil
than its legacy assets, the company has no drilling experience in
this region.
The negative outlook reflects S&P's view of Laredo's increased
operational risk related to its transition to a new area and weak
capital market conditions that may make it challenging for Laredo
to refinance its 5.625% senior unsecured notes due January 2022 on
favorable terms. S&P forecasts the company to have modest free cash
flow for the next two years and to maintain FFO to debt in the
40%-45% range.
"We would consider a downgrade if production falls short of
expectation or if the company does not take steps to address its
January 2022 debt maturity in a constructive and timely manner, or
if liquidity weakens," S&P said.
"We could consider revising the outlook on Laredo to stable if the
company increases its production and reserves without significantly
outspending cash flows and it is able to make progress toward
addressing the 2022 debt maturities at favorable rates. We would
also expect the company to maintain FFO to debt comfortably above
30% and its liquidity to remain adequate," the rating agency said,
adding that this would most likely occur if the company increases
production beyond the rating agency's expectations or if commodity
prices average meaningfully above its price deck assumptions.
LEADVILLE CORP: Weepah Files Amended Reorganization Plan
--------------------------------------------------------
Weepah Holdings, LLC, as creditor and party-in-interest, through
its counsel, proposed an Amended Plan of Reorganization for Debtor
Leadville Corporation.
The Plan proposes to pay creditors of Leadville Corp. from the sale
of all of the Debtor's Assets on the Effective Date.
General unsecured creditors may receive distributions from the
Creditor Fund and from sale of the Debtor's Assets, consistent with
the absolute priority rule requirement that senior tax liens,
secured creditors and other priority creditors having first been
paid. Regardless of Class, payments to all allowed claimants shall
occur as soon as the asset sale occurs but no later than 30 days
after the Effective Date.
Within 30 days after the Effective Date, the Allowed Class 10
Claims shall be paid, by the Liquidating Agent, pro-rata, on all
sums in the Creditor Fund, up to the net amount remaining up to the
full amount owed to Allowed Class 10 claimants.
Class 11 shall be comprised of all insider creditors who hold
Allowed Unsecured Claims against the Debtors. Class 11 is impaired
under the Plan. Holders of unsecured insider Class 11 claims shall
not receive any distributions until general unsecured Class 10
claims have been paid in full.
Class 12 consists of the Debtor’s equity interests. Class 12
Equity Interests are Impaired. On the Effective Date, all stock of
the Debtor shall be cancelled. Class 12 shall receive nothing under
the Plan.
After the Effective Date, the entity known as Leadville Corporation
shall be dissolved. The Chapter 11 Trustee shall consummate the
sale of all of the Debtor's Assets to Weepah Holdings, LLC, as set
forth in an Asset Purchase Agreement.
The Liquidating Agent shall establish a separate interest-bearing
bank account for holding all proceeds from the sale of the Debtor's
Assets which shall be held by the Liquidating Agent in order to
insure performance of the Plan. The Liquidating Agent shall
maintain the Sales Proceeds Fund for distributions to all
administrative, secured and priority creditors by this Plan.
A full-text copy of the Amended Plan is available at
https://tinyurl.com/t85bag7 from PacerMonitor.com at no charge.
About Leadville Corporation
Headquartered in Aurora, Colorado, Leadville Corporation was
organized in 1945 to acquire, explore and develop mining
properties, primarily in Lake and Park Counties, Colorado.
Alleged creditors, namely La Plata Mountain Resources, Inc., Salem
Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary
petition against Leadville Corporation (Bankr. D. Colo. Case No.
17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael
E. Romero.
Leadville is reportedly indebted to the petitioning creditors: (a)
$7,501,738 to La Plata Mountain Resources, Inc., based upon
judgments it holds against the Debtor; (b) $14,766 to Black Horse
Capital, Inc. based upon tax liens it holds against the Debtor; and
(c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds
against the Debtor.
The Petitioning Creditors are represented by Kenneth J. Buechler,
Esq., at Buechler & Garber, LLC.
Mr. Stephen Peters was appointed Chapter 11 trustee for the Debtor
on April 23, 2018. The trustee is represented by Wadsworth Warner
Conrardy, P.C.
LEGACY RESERVES: Completes Financial Restructuring, Exits Ch.11
---------------------------------------------------------------
Legacy Reserves Inc. and certain of its subsidiaries on Dec. 11,
2019, disclosed that it has emerged from chapter 11, successfully
completing its financial restructuring and implementing the
Company's confirmed plan of reorganization (the "Plan").
The Company has significantly reduced its debt through a
combination of an equitization of existing debt and approximately
$255 million of new equity capital. The Company emerges with $388
million of total debt outstanding, all of which is under a new
reserve-based credit facility with an initial borrowing base of
$460 million. This facility is led by Wells Fargo Bank, National
Association as Administrative Agent, RBC Capital Markets as
Syndication Agent, Joint Lead Arranger and Joint Bookrunner, along
with Wells Fargo Securities, LLC, BMO Capital Markets Corp.,
Barclays Bank PLC, BofA Securities, Inc., JPMorgan Chase Bank,
N.A., Citigroup Global Markets Inc., and Credit Agricole Corporate
and Investment Bank as additional Joint Lead Arrangers and Joint
Bookrunners.
Dan Westcott, Legacy's Chief Executive Officer, stated,
"[Wednes]day marks a fresh start for Legacy. I am thankful for the
persistence of our supporting stakeholders throughout this process
and for the new investment they have made in this company. I
greatly appreciate our banks who stepped up to help us during a
difficult time in this market. Our departing Board of Directors
has been incredibly diligent in their service and steadfast in
their support –- we wish them the best. Last but not least, I
want to thank our employees for their patience and dedication to
their daily work during a stressful period of unknowns. As a team,
we are grateful for our new positioning and look forward to
delivering value to our investors, employees, and the community
through safe and profitable oil and gas operations."
Legacy also welcomes a new Board of Directors including Gary Gould
(former COO of EQT Corporation and former Senior VP of Production
and Resource Development with Continental Resources), Richard Betz
(former CEO and COO of Resolute Corporation), Robert W. Baker
(former Executive VP and general counsel of El Paso Corporation),
David Coppe (former Head of Energy Private Equity of Caisse de
depot de placement du Quebec), Robert Horn (Senior Managing
Director and Co-Head of GSO's Energy Group), Dan Westcott (CEO of
Legacy) and Kyle Hammond (President and COO of Legacy).
Court filings and information about the Company's chapter 11 cases,
including a copy of the Plan and information regarding the
Company's emergence, can be found at a website maintained by the
Company's claims agent, Kurtzman Carson Consultants LLC, at
www.kccllc.net/legacyreserves, or by calling (866) 967-0495
(toll-free domestic) or (310) 751-2695 (international).
About Legacy Reserves
Legacy Reserves Inc. (NASDAQ: LGCY) --
http://www.legacyreserves.com/-- is an independent energy company
engaged in the development, production and acquisition of oil and
natural gas properties in the United States. Its current
operations are focused on the horizontal development of
unconventional plays in the Permian Basin and the cost-efficient
management of willow-decline oil and natural gas wells in the
Permian Basin, East Texas, Rocky Mountain and Mid-Continent
regions.
Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18,
2019. At the time of the filing, the Debtors had estimated assets
of between $500 million and $1 billion and liabilities of between
$1 billion and $10 billion.
The Hon. David R. Jones is the case judge.
Perella Weinberg Partners and its affiliate, Tudor Pickering Holt &
Co., is acting as financial advisor for the Company, Sidley Austin
LLP is acting as legal advisor, and Alvarez & Marsal is acting as
restructuring advisor. Kurtzman Carson Consultants LLC --
http://www.kccllc.net/legacyreserves-- is the claims agent.
PJT Partners LP is acting as financial advisor for the Second Lien
Lenders, and Latham & Watkins LLP is acting as legal advisor.
Houlihan Lokey is acting as financial advisor for the Ad Hoc Group
of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as
legal advisor. RPA Advisors, LLC is acting as financial advisor to
Wells Fargo Bank, as administrative agent for the RBL Lenders, and
Orrick Herrington & Sutcliffe LLP is acting as legal advisor.
MASTER LUBE: Amends Farmers Bank's Interest Rate to 5.25%
---------------------------------------------------------
Debtor Master Lube #2, Inc. filed with the U.S. Bankruptcy Court
for the Western District of Louisiana, Lafayette Division, a first
amended combination disclosure statement and plan of
reorganization.
The original Disclosure Statement and Plan were amended to provide
for a change in interest rate for the loan from Farmers Bank &
Trust Co. from 4% to 5.25% and the change in monthly payments to
the Bank resulting from the interest rate change, and to provide
for the treatment of the St. Martin Parish School Board claim as a
priority claim.
The claim of Farmers Bank & Trust Co. is allowed in the amount of
$634,000 and be will amortized over 30 years at 5.25% with monthly
debt service of $3,500.97. This class will retain its security
interest in the collateral described in its mortgage until the
claim is paid in full.
Allowed claims of general unsecured creditors will receive a
one-time distribution after all senior claims are paid in full
including but not limited to administrative and priority claims.
Allowed claims of this class will be paid pro-rate from a pot fund
of $10,000. Payments will be made within 60 days following the
effective date.
Equity or partners of the Debtor or Reorganized Debtor will not
receive any distributions or payments under the Plan unless all
senior allowed claims are either paid in full or satisfied.
The Debtor will continue to operate. Walid and Bonnie Elagamy or
their designee will continue to manage the business of the
Reorganized Debtor. They or their designee will act as the
Disbursing Agent to disburse all funds under the Plan.
A full-text copy of the Amended Disclosure Statement and Plan is
available at https://tinyurl.com/tzxob8s from PacerMonitor.com at
no charge.
About Master Lube
Master Lube #2, Inc., is a service company which provides oil
changes for the general public and some oil and gas related service
companies also bring their vehicles to the Debtor for service. It
also provides some vehicle maintenance.
Master Lube sought Chapter 11 protection (Bankr. W.D. La. Case No.
19-51093) on Sept. 17, 2019, estimating less than $1 million in
both assets and liabilities. H. Kent Aguillard is the Debtor's
counsel.
MATRA PETROLEUM: Seeks to Hire MMS Certified as Accountant
----------------------------------------------------------
Matra Petroleum U.S.A., Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ MMS Certified Public Accountants, PLLC, as
accountant to the Debtor.
Matra Petroleum requires MMS Certified to:
a. provide information to the attorney to develop an
understanding of the requirements to preserve the NOL;
b. devise and recommend a plan that will allow the Debtors to
maximize the value of the NOL;
c. testify, if necessary, to provide the court with sufficient
evidence in the form of expert testimony;
d. assist in the implementation of the plan; and
e. assist in Federal Tax law compliance and reporting
requirements.
MMS Certified will be paid at these hourly rates:
Harold "Hap" May $450
Accountants $225
Support Staff $100
MMS Certified will be paid a retainer in the amount of $20,000.
MMS Certified will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Harold May, partner of MMS Certified Public Accountants, 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.
MMS Certified can be reached at:
Harold May
MMS Certified Public Accountants, PLLC
5847 San Felipe, Suite 2200, 23rd Floor
Houston, TX 77057
Tel: (713) 977-8686
About Matra Petroleum U.S.A., Inc.
Matra Petroleum USA Inc. and its subsidiaries are Houston-based
independent oil and gas companies focusing on oil and gas
production and development of oil and gas leases in Texas.
On July 31, 2019, Matra Petroleum USA and its subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190).
Matra Petroleum USA estimated $10 million to $50 million in assets
and $50 million to $100 million in liabilities. As of July 1,
2019, the Debtors had combined secured debt in excess of $70
million, secured by liens on substantially all of their assets,
cash and equity.
The Hon. David R. Jones is the case judge.
The Debtors tapped Hoover Slovacek LLP as legal counsel; and Macco
Restructuring Group, LLC as financial advisor; and Buckley & Boots,
LLC as valuation advisor.
MICHAELS COS: S&P Downgrades ICR to 'B+' on Soft Performance
------------------------------------------------------------
S&P Global Ratings downgraded Irving, Texas-based arts and crafts
specialty retailer The Michaels Cos. Inc. to 'B+' from 'BB-'. The
outlook is stable.
At the same time, S&P is lowering its issue-level rating on the
company's term loan to 'BB-' from 'BB+' and revising the recovery
rating to '2' from '1'. S&P is also lowering its issue-level rating
on the company's senior unsecured notes to 'B-' from 'B'. The '6'
recovery rating is unchanged.
The downgrade follows Michaels' disappointing third-quarter
earnings report and updated guidance for the remainder of the year,
which lead S&P to believe the company's market share in the arts
and crafts industry is eroding.
The stable outlook reflects S&P's expectation that Michaels' credit
metrics will not deteriorate significantly over the next 12 months
despite heightened performance pressures related to tariffs and
competition. S&P expects Michaels to generate between $225 million
and $250 million of FOCF in 2020 (down from nearly $400 million in
2018) as the rating agency believes the company will pursue an
aggressive pricing strategy to draw traffic amid a highly
promotional environment, if necessary.
"We could lower the rating if profitability deteriorates beyond our
expectation, causing us to believe the business has weakened. We
could lower the rating if we expect adjusted EBITDA margin to
contract 200 basis points (bps) beyond our base-case forecast while
revenues continue to decline. This would also deteriorate credit
metrics, with adjusted leverage approaching 5x," S&P said.
"We could raise the rating if we believe the company has turned
around performance trends and improved its value proposition,
demonstrated by consistently positive same-store sales, including
positive transaction volumes, and EBITDA margin improvement of at
least 100 bps from our base case. We would also expect easing
tariff-related concerns, either because of the company's
cost-saving initiatives or based on favorable outcomes from trade
negotiations between the U.S. and China," the rating agency said.
MURRAY ENERGY: Frost Brown Updates on Superpriority Lenders
-----------------------------------------------------------
In the Chapter 11 cases of Murray Energy Holdings Co., et al., the
law firm of Frost Brown Todd LLC submitted an amended verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose an updated list of the Ad Hoc Group of
Superpriority Lenders that it is representing.
In or around August 2019, a group formed by certain lenders under
that certain Superpriority Credit and Guaranty Agreement, dated as
of June 29, 2018 engaged FBT to represent it as Ohio bankruptcy
counsel in connection with the Debtors' bankruptcy cases.
Additionally, in or around October 2019: (i) GLAS Trust Company LLC
as Administrative Agent for the Superpriority Lenders of Murray
Energy Corporation, GLAS USA LLC, solely in its capacity as
administrative agent under the DIP Credit Agreement and GLAS
Americas LLC, solely in its capacity as collateral agent under the
DIP Credit Agreement engaged FBT as its Ohio bankruptcy counsel in
connection with the Debtors' bankruptcy cases; and (ii) GACP
Finance Co., LLC, solely in its capacity as Prepetition FILO Lender
and DIP FILO Lender, engaged FBT as its Ohio bankruptcy counsel in
connection with the Debtors' bankruptcy cases.
FBT represents only the Ad Hoc Group of Superpriority Lenders, the
DIP Agent, the Prepetition Superpriority Agent, and GACP in
connection with the Debtors' bankruptcy cases. FBT does not
represent or purport to represent any entities other than the Ad
Hoc Group of Superpriority Lenders, the DIP Agent, the Prepetition
Superpriority Agent, and GACP in connection with these Chapter 11
Cases. FBT also currently represents Murray Energy Corporation in
miscellaneous environmental matters unrelated to these Chapter 11
Cases. Murray, the Ad Hoc Group of Superpriority Lenders, the
Prepetition Superpriority Agent, the DIP Agent, and GACP have
waived any conflicts arising out of FBT's representation of the Ad
Hoc Group of Superpriority Lenders, the Prepetition Superpriority
Agent, the DIP Agent, and GACP in connection with these Chapter 11
Cases. None of the FBT attorneys representing the Ad Hoc Group of
Superpriority Lenders, the Prepetition Superpriority Agent, the DIP
Agent, or GACP in these Chapter 11 Cases will be involved in any
representation of Murray.
The Members of the Ad Hoc Group of Superpriority Lenders,
collectively, beneficially own or manage:
a. $1,116,074,127.68 in aggregate principal amount of the
loans under the Prepetition Superpriority Credit Agreement,
consisting of (i) $1,006,086,902.98 in aggregate principal
amount of Prepetition Superpriority Term B-2 Loans and
(ii) $109,987,224.70 in aggregate principal amount of
Prepetition Superpriority Term B-3 Loans;
b. $6,084,326.97 in aggregate principal amount of the loans
under that certain Credit and Guaranty Agreement, dated as
of April 16, 2015, consisting of (i) $1,653,174.22 in
aggregate principal amount of Prepetition Non-Extended Term
B-2 Loans4 and (ii) $4,431,152.75 in aggregate principal
amount of Prepetition Non-Extended Term B-3 Loans
c. $229,843,477.56 in aggregate outstanding amount of the
notes issued under that certain indenture for 12.00% senior
secured notes due 2024, dated as of June 29, 2018;
d. $138,501,000.00 in aggregate outstanding amount of the
notes issued under that certain indenture for 11.25% senior
secured notes due 2021, dated as of April 16, 2015; and
e. $144,112,079.61 in aggregate principal amount of the loans
under that certain Superpriority Debtor-In-Possession
Credit and Guaranty Agreement, dated as of October 31, 2019
and $108,084,059.45 in commitments for future fundings
under the DIP Credit Agreement.
Additionally: (i) the DIP Administrative Agent and the DIP
Collateral Agent have the rights and interests afforded to them
pursuant to the DIP Credit Agreement, as more fully described in
the Court's Interim Order (I) Authorizing the Debtors to (A) Obtain
Postpetition Financing and (B) Use Cash Collateral, (II) Granting
Liens and Providing Superpriority Administrative Expense Status,
(III) Granting Adequate Protection to the Prepetition Secured
Parties, (IV) Modifying the Automatic Stay, (V) Scheduling a Final
Hearing, and (VI) Granting Related Relief (Docket No. 93) (ii) the
Prepetition Superpriority Agent has the rights and
interests afforded to it pursuant to the Interim DIP Order and
those certain Prepetition Superpriority Credit Documents; and (iii)
GACP has the rights and interests afforded to it pursuant to that
certain Amended and Restated Revolving Credit Agreement dated as of
June 29, 2018 among Murray Energy Corporation, the Prepetition ABL
Guarantors, Goldman Sachs Bank USA, and the lenders party thereto,
as more fully described in the Interim DIP Order.
As of Dec. 11, 2019, members of the Ad Hoc Group of Superpriority
Lenders and their disclosable economic interests are:
(1) ARISTEIA CAPITAL L.L.C
One Greenwich Plaza
Greenwich, CT 06830
* $19,000,000.00 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $6,476,000.00 in aggregate outstanding amount of the notes
issued under the Prepetition 1.5L Notes Indenture
* $13,857,143.00 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $10,392,857.00 in commitments for future fundings under
the DIP Credit Agreement
(2) ARGUS CREEK I LLC and ARGUS CREEK II LLC
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
* $121,678,758.26 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $3,955,103.00 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $55,235,000.00 in aggregate outstanding amount of the
Notes issued under the Prepetition 2L Notes Indenture
(3) BAIN CAPITAL CREDIT, LP
200 Clarendon Street
Boston, MA 02116
* $259,299,395.53 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $20,134,455.52 in aggregate principal amount of
Prepetition Superpriority Term B-3 Loans under the
Prepetition Superpriority Credit Agreement
* $1,653,174.22 in aggregate principal amount of Non-
Extended
Term B-2 Loans under the Prepetition Term Loan Credit
Agreement
* $4,431,152.75 in aggregate principal amount of Non-
Extended Term B-3 Loans under the Prepetition Term Loan
Credit Agreement
* $206,112,477.56 in aggregate outstanding amount of the
Notes issued under the Prepetition 1.5L Notes Indenture
* $40,136,309.61 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $30,102,232.21 in commitments for future fundings under
the DIP Credit Agreement
(4) EATON VANCE MANAGEMENT/BOSTON MANAGEMENT & RESEARCH
2 International Place, 9th Floor
Boston, MA 02110
* $71,850,842.69 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $11,428,571.43 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $8,571,428.57 in commitments for future fundings under the
DIP Credit Agreement
(5) FIDELITY MANAGEMENT & RESEARCH COMPANY
200 Seaport Blvd.
Boston, MA 02210
* $137,483,697.00 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $17,255,000.00 in aggregate outstanding amount of the
notes issued under the Prepetition 1.5L Notes Indenture
* $15,330,000.00 in aggregate outstanding amount of the
notes issued under the Prepetition 2L Notes Indenture
* $23,174,055.57 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $17,380,541.67 in commitments for future fundings under
the DIP Credit Agreement
(6) INVESCO ADVISERS, INC.
1166 Avenue of The Americas
New York, NY 10036
* $314,842,307.54 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $82,935,184.32 in aggregate principal amount of
Prepetition Superpriority Term B-3 Loans under the
Prepetition Superpriority Credit Agreement
* $40,000,000.00 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $30,000,000.00 in commitments for future fundings under
the DIP Credit Agreement
(7) SILVER POINT CAPITAL, LP
Two Greenwich Plaza
Greenwich, CT 06830
* $81,931,901.86 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $2,962,481.86 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $67,936,000.00 in aggregate outstanding amount of the
notes
issued under the Prepetition 2L Notes Indenture
* $15,516,000.00 in aggregate principal amount of the loans
under the DIP Credit Agreement
* $11,637,000.00 in commitments for future fundings under
the DIP Credit Agreement
(8) GLAS USA LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the DIP
Credit Agreement and as more fully described in this
Court's Interim DIP Order.
(9) GLAS Americas LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the DIP
Credit Agreement and as more fully described in this
Court's Interim DIP Order.
(10) GLAS Trust Company LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the
Interim DIP Order and the Prepetition Superpriority Credit
Documents
(11) GACP Finance Co., LLC
c/o Great American Capital Partners, LLC
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
* Rights and interests afforded to it pursuant to the
Prepetition ABL Credit Agreement, the DIP Credit
Agreement, and as more fully described in this Court's
Interim DIP Order.
FBT submits this Statement out of an abundance of caution, and
nothing herein should be construed as an admission that the
requirements of Bankruptcy Rule 2019 apply to FBT's representation
of the Ad Hoc Group of Superpriority Lenders, the DIP Agent, the
Prepetition Superpriority Agent, or GACP.
Co-Counsel to Ad Hoc Group of Superpriority Lenders of Murray
Energy Corporation, the Prepetition Superpriority Agent, the DIP
Agent, and GACP can be reached at:
FROST BROWN TODD LLC
Ronald E. Gold, Esq.
Douglas L. Lutz, Esq.
3300 Great American Tower
301 East Fourth Street
Cincinnati, OH 45202
Telephone: (513) 651-6800
Facsimile: (513) 651-6981
E-mail: rgold@fbtlaw.com
dlutz@fbtlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/3ANahD
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 were estimated to have
assets of between $1 billion and $10 billion and liabilities of the
same range.
The Hon. John E. Hoffman Jr. is the presiding judge.
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.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
MURRAY ENERGY: In Confidential Discussions with Unit's Lenders
--------------------------------------------------------------
Beginning on Dec. 2, 2019, Murray Energy Corporation (the
"Company") engaged in confidential discussions under separate
confidentiality agreements with certain members of an ad hoc group
of superpriority lenders related to Murray Metallurgical Coal
Holdings, LLC and its subsidiaries (collectively, "Murray
Metallurgical").
The confidentiality agreements required the Company to publicly
disclose all material non-public information provided to such
lenders on or prior to 8:30 a.m. (New York time) on December 9,
2019. The Company has posted certain previously undisclosed
material to its website to satisfy its disclosure obligations under
the confidentiality agreements. Such information can be viewed at
the Investors portion of the Company's website, located at
murrayenergycorp.com/investors.
Further inquiries should be directed to media@coalsource.com.
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.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
MY KIDZ DENTIST: Case Summary & 20 Largest Unsecured Creditors
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Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
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My Kidz Dentist of Fayetteville LLC 19-12508
193 Stanley Road
Fayetteville, GA 30214
My Kidz Dentist of Carrollton 19-12507
1124 N. Park Street, Suite 202
Carrollton, GA 30117
My Kidz Dentist PC 19-12506
1741 Newnan Crossing Blvd
Newnan, GA 30265
Business Description: The Debtors own pediatric dental clinics
with four locations in Georgia --
Carrollton, Newnan, and Fayetteville.
Chapter 11 Petition Date: December 13, 2019
Court: United States Bankruptcy Court
Northern District of Georgia
Debtors' Counsel: Ian M. Falcone, Esq.
THE FALCONE LAW FIRM, P.C.
363 Lawrence Street
Marietta, GA 30060
Tel: (770) 426-9359
E-mail: attorneys@falconefirm.com
My Kidz Dentist of Fayetteville's
Total Assets: $6,106,233
My Kidz Dentist of Fayetteville's
Total Liabilities: $902,443
My Kidz Dentist of Carrollton's
Total Assets: $3,202,708
My Kidz Dentist of Carrollton's
Total Liabilities: $1,407,183
My Kidz Dentist PC's
Total Assets: $6,266,597
My Kidz Dentist PC's
Total Liabilities: $2,789,640
The petitions were signed by Dr. Lona Bibbs-Walker, authorized
representative of the Debtors.
A copy of My Kidz Dentist of Fayetteville's petition containing,
among other items, a list of the Debtor's 17 unsecured creditors is
available at PacerMonitor.com at https://is.gd/39Iv9P at no extra
charge.
A copy of My Kidz Dentist of Carrollton's petition containing,
among other items, a list of the Debtor's 15 unsecured creditors is
available at PacerMonitor.com at https://is.gd/G7fmes at no extra
charge.
A copy of My Kidz Dentist PC's petition containing, among other
items, a list of the Debtor's 20 largest unsecured creditors is
available at PacerMonitor at https://is.gd/2XizG8 at no extra
charge.
NAPHTHA ENTERPRISES: Seeks to Hire Wierson CPA as Accountant
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Naphtha Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Wierson CPA, PLLC
as its accountant.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include the preparation of monthly operating
reports, financial reports and tax returns; budget analysis; cash
management planning; and negotiations with suppliers.
Wierson will be paid a weekly fee of $875 or a monthly fee of
$3,500. The firm has requested a retainer of $875.
Wierson does not represent any interest adverse to the Debtor and
its bankruptcy estate, according to court filings.
The firm can be reached through:
Bryan Wierson, CPA
Wierson CPA, PLLC
6006 N. Mesa St., Suite 400
El Paso, TX 79912
Phone: (915) 300-1064
Fax: (915) 314-5592
Email: bwierson@wiersoncpa.com
info@wiersoncpa.com
About Naphtha Enterprises
Naphtha Enterprises LLC, a privately held company in the oil and
gas extraction business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 19-31258) on July 31,
2019. At the time of the filing, the Debtor had estimated assets
of between $100,000 and $500,000 and liabilities of between $1
million and $10 million.
The case is assigned to Judge H. Christopher Mott. The Debtor
tapped Miranda & Maldonado, P.C. as its legal counsel.
NESCO HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based NESCO Holdings
Inc. and subsidiary Capitol Investment Merger Sub 2 LLC to negative
from stable and affirmed all of its ratings, including its 'B'
issuer credit rating.
S&P's outlook revision reflects the risk that the company may not
sufficiently improve EBITDA or generate free cash flow to reduce
its significant revolver borrowings such that leverage is reduced
below 5.5x.
The negative outlook on NESCO reflects the risk of a potential
slowdown in key end markets or higher-than-expected capital
investment, either of which could prevent the company from reducing
leverage below 5.5x or generating positive free cash flow over the
next 12 months.
"We could lower the ratings if NESCO's leverage remains above 5.5x
over the next 12 months with limited prospects for improvement or
if free cash flow expectations worsen. Revenue and margin pressure
could arise, for instance, from slower demand in the T&D markets
that reduces utilization rates. Additionally, we could lower our
rating if the company pursues debt-funded acquisitions or capex
that result in leverage of above 5.5x on a sustained basis," S&P
said.
"We could revise the outlook to stable if NESCO reduces its S&P
Global Ratings-adjusted debt to EBITDA below 5.5x through either a
combination of revenue growth and margin expansion, or if the
company curtails capex and generates meaningful free cash flow for
debt reduction. We would also need to expect leverage sustained
below 5.5x over the next 12 months," the rating agency said.
NUVECTRA CORPORATION: Hires Stout Risius as Investment Banker
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Nuvectra Corporation seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Stout Risius Ross
Advisors, LLC as its investment banker.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(i) assist the Debtor in the development, preparation and
distribution of information, documents and other materials in an
effort to create interest in and to consummate any transactions,
including, if appropriate, assisting the Debtor in the preparation
of an offering memorandum;
(ii) solicit and evaluate indications of interest and proposals
regarding any transactions from current or potential equity
investors, acquirers and strategic partners;
(iii) assist the Debtor in the development, structuring,
negotiation and implementation of any transactions, including
participating as a representative of the Debtor in negotiations
with creditors and other parties involved in the transaction;
(iv) advise and attend meetings of the Debtor's Board of
Directors, creditor groups, official constituencies and other
concerned parties;
(v) provide expert advice and testimony regarding financial
matters related to any transactions, if necessary; and
(vi) provide other customary financial advisory and investment
banking services in connection with the transaction.
Stout will be compensated as follows:
(i) An initial cash fee of $50,000;
(ii) A monthly cash fee of $50,000;
(iii) Transaction fees to be paid as follows:
-- Upon the closing of each transaction, Stout will be
paid from the gross proceeds a cash fee based upon "aggregate gross
consideration."
-- If more than one transaction is consummated, the
transaction fee will be calculated based on the aggregate AGC from
all transactions. However, if no qualifying bids are submitted in
a proposed transaction and, thereafter, the secured lenders
foreclose, credit bid or otherwise take possession or dispose of
any assets of the Debtor, no transaction fee will be payable. If
the case is converted to one under Chapter 7, no transaction fee
will be payable with respect to any transaction consummated after
the conversion.
Michael Krakovsky, managing director of Stout, attest that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Michael Krakovsky
Stout Risius Ross, LLC
10100 Santa Monica Boulevard, Suite 1050
Los Angeles, CA 90067
Office: +1 310-601-2300
Fax: +1 866-855-5135
Email: mkrakovsky@stout.com
About Nuvectra
Nuvectra Corporation -- http://www.nuvectramed.com/-- operates as
a neurostimulation medical device company. The Algovita Spinal
Cord Stimulation (SCS) System is the company's first commercial
offering and is CE marked and FDA approved for the treatment of
chronic intractable pain of the trunk and limbs. Its innovative
technology platform also has capabilities under development to
support other indications such as sacral neuromodulation (SNM) for
the treatment of overactive bladder, and deep brain stimulation
(DBS) for the treatment of Parkinson's Disease.
Nuvectra filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
19-43090) on Nov. 12, 2019. In the petition signed by CEO Fred B.
Parks, the Debtor was estimated to have $10 million to $50 million
in both assets and liabilities. Judge Brenda T. Rhoades oversees
the case.
The Debtor tapped Norton Rose Fulbright US LLP as bankruptcy
counsel; Dorsey & Whitney LLP as corporate counsel; Stout Risius
Ross Advisors, LLC as investment banker; Alvarez & Marsal North
America LLC as restructuring advisor; and Kurtzman Carson
Consultants, LLC as claims and balloting agent.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 21, 2019. The
committee is represented by Barnes & Thornburg LLP and Thompson &
Knight LLP.
NUVECTRA CORPORATION: Taps Dorsey & Whitney as Corporate Counsel
----------------------------------------------------------------
Nuvectra Corporation seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Dorsey & Whitney LLP as
its general corporate counsel.
The firm will advise the Debtor on matters related to the
anticipated sale of its assets, corporate governance, securities,
tax, finance, labor and employment, healthcare, and those essential
to the administration of its bankruptcy estate.
Dorsey's hourly rates are:
Partners $425 - $1,080
Of Counsel $360 - $925
Associates $295 - $660
Paralegals $135 - $380
The firm's attorneys neither hold nor represent any interest
adverse to the Debtor and its estate, according to court filings.
The firm can be reached through:
Laura Marie Kalesnik, Esq.
Dorsey & Whitney LLP
300 Crescent Court, Suite 400
Dallas, TX 75201
Tel: +1 (214) 981-9900
About Nuvectra
Nuvectra Corporation -- http://www.nuvectramed.com/-- operates as
a neurostimulation medical device company. The Algovita Spinal
Cord Stimulation (SCS) System is the company's first commercial
offering and is CE marked and FDA approved for the treatment of
chronic intractable pain of the trunk and limbs. Its innovative
technology platform also has capabilities under development to
support other indications such as sacral neuromodulation (SNM) for
the treatment of overactive bladder, and deep brain stimulation
(DBS) for the treatment of Parkinson's Disease.
Nuvectra filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
19-43090) on Nov. 12, 2019. In the petition signed by CEO Fred B.
Parks, the Debtor was estimated to have $10 million to $50 million
in both assets and liabilities. Judge Brenda T. Rhoades oversees
the case.
The Debtor tapped Norton Rose Fulbright US LLP as bankruptcy
counsel; Dorsey & Whitney LLP as corporate counsel; Stout Risius
Ross Advisors, LLC as investment banker; Alvarez & Marsal North
America LLC as restructuring
advisor; and Kurtzman Carson Consultants, LLC as claims and
balloting
agent.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 21, 2019. The
committee is represented by Barnes & Thornburg LLP and Thompson &
Knight LLP.
NXT ENERGY: Completes C$1.25 Million Targeted Issuer Bid
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Having received all necessary regulatory approvals, NXT Energy
Solutions Inc. has acquired an additional 736,630 common shares in
the capital of the Company from Alberta Green Ventures Limited
Partnership at a price of C$0.30 per Common Share (a 36% discount
from the C$0.47 closing price of the Common Shares on the Toronto
Stock Exchange on Dec. 6, 2019) for gross expenditures of
C$220,989. The Company has now completed the previously announced
C$1,250,000 targeted issuer bid, acquiring an aggregate of
4,166,667 Common Shares representing approximately 6.08% of the
total outstanding Common Shares as of Nov. 14, 2019.
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy reported a net loss and comprehensive loss of C$6.96
million for the year ended Dec. 31, 2018, compared to a net loss
and comprehensive loss of C$8.97 million for the year ended Dec.
31, 2017. At March 31, 2019, the Company had total assets of
C$27.39 million in total assets, total liabilities of C$4.93
million, and C$22.45 million in total shareholders' equity.
The Company's independent accounting firm KPMG LLP, in Calgary,
Canada, issued a "going concern" qualification in its report dated
April 1, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company's current
and forecasted cash position is not expected to be sufficient to
meet its obligations for the 12 months period beyond the date that
these financial statements have been issued. These conditions,
along with other matters, indicate the existence of a material
uncertainty that casts substantial doubt about the Company's
ability to continue as a going concern.
OCEAN POWER: Needs Additional Funding to Remain as Going Concern
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Ocean Power Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $3,189,000 on $204,000 of revenues
for the three months ended Oct. 31, 2019, compared to a net loss of
$3,890,000 on $141,000 of revenues for the same period in 2018.
At Oct. 31, 2019, the Company had total assets of $15,258,000,
total liabilities of $4,510,000, and $10,748,000 in total
stockholders' equity.
Company President and Chief Executive Officer George H. Kirby III
and Chief Financial Officer Matthew T. Shafer said, "The Company
has experienced substantial and recurring losses from operations,
which have contributed to an accumulated deficit of US$216.0
million as of October 31, 2019. As of October 31, 2019, the
Company had approximately US$11.4 million in cash, cash
equivalents, and restricted cash on hand. The Company generated
revenues of US$0.4 million and US$0.2 million during each of the
six months ended October 31, 2019 and 2018. Based on the Company's
cash, cash equivalents and restricted cash balances as of October
31, 2019, the Company believes that it will be able to finance its
capital requirements and operations into the quarter ending July
31, 2020. Among other things, the Company is currently evaluating
a variety of different financing alternatives and we expect to
continue to fund our business with sales of our securities and
through generating revenue with customers. The Company will
require additional equity and/or debt financing to continue its
operations into Fiscal Year 2021. The Company cannot provide
assurances that it will be able to secure additional funding when
needed or at all, or, if secured, that such funding would be on
favorable terms. These factors raise substantial doubt about the
Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/BMFSBl
Ocean Power Technologies, Inc. develops and commercializes
proprietary systems that generate electricity by harnessing the
renewable energy of ocean waves primarily in North America, South
America, Europe, Australia, and Asia. It offers PowerBuoy system
that generates power for use independent of the power grid in
remote offshore locations. The company focuses on serving public
and private entities, and agencies that require remote offshore
power. Ocean Power Technologies, Inc. was founded in 1984 and is
headquartered in Monroe Township, New Jersey.
P&D INVESTMENTS: Seeks to Hire TTG as Real Estate Advisor
---------------------------------------------------------
P&D Investments, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire TTG Consulting, Inc.
as its real estate advisor.
The firm will assist P&D Investments and its affiliates in
connection with the sale of their property in Great Whale Cay in
Bahamas.
TTG Consulting will get a 6 percent commission on the sale of the
property or a 2 percent commission in the event the firm introduced
the eventual buyer but its efforts had not been successful by June
30, 2020, and the Debtor had to engage an auctioneer or another
broker to tae over the process of selling the property.
In all other events, TTG Consulting will charge $375 per hour for
James Marmorstone, the firm's professional who will be providing
the services, and $175 per hour for his assistants.
Mr. Marmorstone disclosed in court filings that he and his firm do
not hold any interest adverse to the Debtors and their bankruptcy
estates.
TTG Consulting can be reached through:
James Marmorstone
TTG Consulting, Inc.
403 Camellia St.
Celebration, FL 34747
Cell: 407-361-0505
Email: jmarmorstone@tenstar.com
About P&D Investments
P&D Investments LLC, PCD Investments LLC, and Whale Cay Group,
Limited, were established to acquire and develop real estate
properties in The Bahamas.
P&D Investments and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-18740)
on June 28, 2019. At the time of the filing, P&D Investments and
PCD Investments had estimated assets of between $1 million and $10
million and liabilities of between $10 million and $50 million.
Meanwhile, Whale Cay Group disclosed assets of between $10 million
and $50 million and liabilities of the same range.
The cases have been assigned to Judge Scott M. Grossman. The
Debtors tapped Patrick S. Scott, Esq., at GrayRobinson, P.A., as
their legal counsel.
PACIFIC GAS: Elliott Management Comments on Best Path Forward
-------------------------------------------------------------
Elliott Management Corporation, one of Pacific Gas and Electric
Company's largest creditors, on Dec. 12, 2019 issued the following
statement regarding the best path forward for PG&E:
A.B. 1054, passed by the California State Legislature and signed
into law last July, mandates that in order to benefit from the
wildfire fund, PG&E exit from bankruptcy by the end of June 2020
with a plan that meets critical safety, reliability, affordability
and accountability standards. The requirements for plan proponents
to comply with A.B. 1054 are understood to include:
(i) a reconstituted board of directors with significant
representation from independent experts who are dedicated to
serving the public interest;
(ii) a detailed long-term plan for safety improvement and
modernization of infrastructure, including enhanced spending on
system hardening to be locked in (both in terms of amount and
timing);
(iii) a long-term sustainable capital structure resulting in strong
credit metrics;
(iv) maintenance of the current authorized return-on-equity, with
no additional earnings enhancements for shareholders;
(v) customer rate growth not to exceed projected economic growth;
and
(vi) certain pre-defined off-ramp / transfer of ownership
mechanisms in case requirements of A.B. 1054 are not met.
A.B. 1054 passed with the singular focus of making the largest
utility in the State of California stronger for its key
stakeholders: customers, employees, regulators, investors and all
citizens of California.
Instead of embracing the State's objectives, PG&E is currently
apparently seeking rubber-stamp authorization to proceed with a
reorganization plan that meets none of the guidelines despite a
statement by Governor Newsom's counsel in bankruptcy court that the
Company plan does not satisfy A.B. 1054. Instead, the Company's
plan benefits only a small group of its current shareholders at the
expense of the utility's other key stakeholders. This plan
jeopardizes both the immediate-term and long-term health of the
Company and its critical infrastructure. Notably, PG&E's plan
would:
* Increase the Company's debt load to over $34 billion, more
than $10 billion greater than when PG&E filed for bankruptcy in
January 2019, including $7 billion of parent company debt, likely
leaving PG&E Corp. as a sub-investment grade, junk-bond issuer;
* Divert cash flow to pay over $1 billion annually in excess
interest and shareholder payments, significantly limiting dollars
that PG&E has available to spend on and invest in critical safety
upgrades and infrastructure hardening;
* Create a slush fund comprised of over $8 billion of corporate
federal and state tax breaks siphoned from PG&E California utility
customers for the exclusive benefit of PG&E's existing
shareholders;
* Request rate recovery of over $5 billion of costs related to
the Tubbs fire to the direct benefit of PG&E's existing
shareholders but at the direct expense of California ratepayers;
* Risk leaving wildfire victims, who will become shareholders of
PG&E, exposed to over $5 billion dollars of additional liability
(related to litigation over the optional redemption of bonds) after
the Company exits from bankruptcy;
* Greatly increase the likelihood that PG&E would face future
financial distress and find itself back in bankruptcy;
* Compensate victims of past wildfires with materially less cash
and shares in the reorganized Company at a materially higher
valuation, resulting in individual plaintiffs receiving nearly $1
billion less in value than they would receive through the
alternative plan proposed by the Ad Hoc Bondholders;
* Make no commitments to PG&E's frontline utility workers, who
put themselves in harm's way on a daily basis to maintain the power
system; and
* Keep PG&E's largest existing shareholders, the board members
they appointed solely to maximize equity value, and the same
management team in charge of the Company.
The PG&E plan is not in the best interests of California residents,
small businesses and commercial and industrial customers within
PG&E's service territory. It was crafted with the exclusive
objective of maximizing value for existing shareholders at the
expense of the Company's critical stakeholders, including most
importantly its customers and employees. Far from creating a
"reimagined utility," the PG&E plan leaves the company
substantially more levered and more vulnerable, with an inferior
governance and oversight structure.
Elliott Management believe there's is a better path -- one that
takes a fresh approach to governance, management, system-hardening,
rate-neutrality, the treatment of workers and PG&E's future
financial health.
The Company has now entered into three settlements with wildfire
victims, insurance companies, and certain public entities totaling
$25.5 billion. Notably, the most recent $13.5 billion settlement
reached with the wildfire victims came as a direct result of the Ad
Hoc Bondholder Committee's efforts to provide a fair settlement to
uninsured and under-insured fire victims after PG&E attempted to
pay them $5 billion less. With the burdens of costly and uncertain
claims estimation litigation now almost certainly resolved, we urge
the State to mandate that any emergence plan for PG&E must contain
the following key features:
* Overhaul governance and management and create an entirely new
culture focused on safety, reliability, accountability, workers and
customers;
* Limit total debt to a moderate level and eliminate any
financial engineering of potential holding company debt thereby
limiting interest expense that gets passed on to ratepayers;
* Maintain strong cash flow for spending on and investment in
critical wildfire safety mitigation and infrastructure hardening
for the foreseeable future;
* Ensure moderate customer rate growth in line with economic
growth;
* Maximize compensation to victims of past wildfires caused by
PG&E; and
* Place ownership in the hands of long-term investors with a
real stake in the State of California.
Jeff Rosenbaum, portfolio manager at Elliott Management, said, "It
is clear that only a reorganization plan that puts PG&E in a
meaningfully stronger financial position than when it entered
bankruptcy, while compensating wildfire victims fairly and
maintaining true rate-neutrality, should be allowed to move
forward. Currently, the Ad Hoc Bondholder Committee plan achieves
many of the State's core goals as it overhauls PG&E's governance,
management and accountability, provides unmatched funding for
safety and system hardening to avoid future fire events and power
shutoffs, and makes commitments to PG&E's workers to ensure that
PG&E can attract and retain talented employees when it needs them
most."
The citizens of California deserve a reimagined PG&E that is
financially healthy and well positioned to meet California's power
needs in the present while investing for the future so that PG&E
can continue to provide critical electric and gas service safely,
reliably, and affordably to millions of its customers.
The illustration of key elements of both plans is available at
https://is.gd/iGYqjK
About Elliott
Elliott Management Corporation manages two multi-strategy funds
which combined have approximately $38 billion of assets under
management. Its flagship fund, Elliott Associates, L.P., was
founded in 1977, making it one of the oldest funds of its kind
under continuous management. The Elliott funds' investors include
pension plans, sovereign wealth funds, endowments, foundations,
funds-of-funds, high net worth individuals and families, and
employees of the firm.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PALMETTO SCHOLARS ACADEMY: S&P Raises 2015A Rev Bond Rating to BB+
------------------------------------------------------------------
S&P Global Ratings raised its rating to 'BB+' from 'BB' on South
Carolina Jobs Economic Development Authority's tax-exempt series
2015A revenue bonds, issued on behalf of Palmetto Scholars Academy
(PSA). The outlook is stable.
"The upgrade reflects our view that PSA has demonstrated solid
liquidity and lease-adjusted maximum annual debt service coverage
while maintaining stable enrollment trends as the school ends
recent years of growth," said S&P Global Ratings credit analyst
Brian Marshall. S&P also views PSA's ability to maintain comparable
financial and enterprise optics as those of similarly rated peers,
despite being at capacity, as favorable for its credit profile.
The stable outlook reflects S&P's expectation that PSA will
demonstrate a demand profile and financial profile commensurate
with the current rating, despite the school's modest enrollment.
While PSA has experienced enrollment growth, S&P believes
enrollment will remain modest and near facility capacity levels,
given that officials have no plans to expand. The rating agency
expects that the school's demand profile will continue to reflect
excellent academics, a solid wait list, and stable enrollment.
"While not likely in the outlook horizon, given PSA's enrollment
size and limited opportunities to increase revenue, we could
consider raising the rating if the school demonstrates a consistent
trend of solid margins and maximum annual debt service (MADS),
which are more consistent with those of higher-rated peers, while
maintaining its enrollment and demand profile, favorable academic
performance, and good liquidity position while operating at near
facility capacity," S&P said.
"We could lower the rating if liquidity and/or MADS coverage
displays a trend more in line with the 'BB' rating level, coupled
with lower-than-expected enrollment. We could also lower the rating
if enrollment declines significantly, operations produce deficits
relative to projected positive margins, MADS coverage materially
weakens, or cash on hand decreases significantly to levels no
longer commensurate with the current rating level," the rating
agency said.
PAPPY'S TRUCKS: Seeks to Hire Joyce W. Lindauer as Legal Counsel
----------------------------------------------------------------
Pappy's Trucks, Ltd. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Joyce W. Lindauer
Attorney, PLLC as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code, prepare a plan of reorganization, and provide
other legal services in connection with its Chapter 11 case.
The firm's hourly fees are:
Joyce Lindauer $395
Jeffery Veteto $225
Guy Holman $210
The hourly rates for paralegals and legal assistants range from $65
to $125.
The firm's attorneys are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Lindauer can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Pappy's Trucks Ltd.
Pappy's Trucks Ltd., a freight shipping and trucking company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Texas Case No. 19-33605) on Oct. 31, 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 Stacey G. Jernigan. The Debtor
tapped Joyce W. Lindauer Attorney, PLLC as its legal counsel.
PARADISE REDEVELOPMENT: S&P Lowers Bond Rating to 'BB' on AV Losses
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB' from 'BB+'
on Paradise Redevelopment Agency, Calif.'s series 2009 refunding
tax allocation bonds. The outlook is negative.
"The downgrade reflects our view of the substantial 50.5% decline
in project area assessed value in fiscal 2020 due to the Camp Fire
that destroyed thousands of acres and structures in the region
during November of 2018," said S&P Global Ratings credit analyst Li
Yang. "The negative outlook reflects our view that there is a
one-in-three chance the agency could still need to draw on its DSRF
for their June 1, 2020 debt service payment which would likely
result in a rating downgrade." Mr. Yang added.
PARKINSON SEED: Court Okays Sale of Fremont Property for $525K
--------------------------------------------------------------
Gary Rainsdon, the Chapter 11 trustee for Parkinson Seed Farm,
Inc., received approval from the U.S. Bankruptcy Court for District
of Idaho to sell approximately 560 acres of farm ground owned by
the company in Fremont County, Idaho.
The property will be sold to a certain Mark Mickelsen for $525,000
"free and clear" of liens, claims, encumbrances and interests.
The trustee will use the sale proceeds to pay the company's debt to
First National Acceptance Co., realtors' fees, property taxes and
closing costs.
About Parkinson Seed Farm
Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. --
http://www.parkinsonseedfarm.com/-- farms approximately 7,200
acres of potatoes. It raises seed potatoes, hard red and hard
white wheat, and a small amount of alfalfa (mostly to feed horses
for recreational purposes). The company raises 11 of what it
considers to be more mainstream varieties such as the Russet
Burbank, Ranger, three different line selections of Russet
Norkotah, white varieties such as Cal Whites and Atlantics, and
reds like the Dark Red Norland. The company was founded in 1937.
Parkinson Seed Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15,
2018. In the petition signed by Dirk Parkinson, president, the
Debtor disclosed $6.11 million in assets and $26.92 million in
liabilities.
Judge Joseph M. Meier oversees the case. The Debtor tapped
Robinson & Associates as its legal counsel.
Gary L. Rainsdon was appointed as the Debtor's Chapter 11 trustee.
The trustee tapped Daniel C. Green, Esq., as his bankruptcy
attorney.
PARKINSON SEED: SummitBridge Files Amended Liquidating Plan
-----------------------------------------------------------
SummitBridge National Investments VI LLC filed an Amended Chapter
11 Plan of Liquidation for Parkinson Seed Farm, Inc.
According to SummitBridge, the Creditor Plan provides that the real
property, personal property, and all other assets of the Debtor on
the Effective Date will be transferred to the Reorganized Debtor
pursuant to and in accordance with the Creditor Plan. The Creditor
Plan will be implemented by the appointment of a Plan Administrator
of the Reorganized Debtor, who shall be the sole director of the
Reorganized Debtor and the sole officer, serving as the President,
Treasurer, Vice-President, Secretary and any other officer of the
Reorganized Debtor with delegated authority to carry out the
Creditor Plan.
The Plan Administrator will be charged with the orderly sale of all
real property, equipment, crops, and any property of the Debtor
vested in the Reorganized Debtor, first by private sale and then by
auction if required. Funds from the sale of the assets will be
distributed to creditors with Allowed Claims. The specifics of the
Creditor Plan and priorities of the distribution are set forth in
more detail in Sections IV through VI of the Disclosure Statement.
Matt McKinlay, a member of Advanced CFO, which has served in
fiduciary roles such as liquidating trustee, receiver and chief
restructuring officer in numerous agricultural matters including,
potato farms, livestock operations, vegetable farms, shall serve as
the Plan Administrator.
The Creditor Plan proposes to treat claims and interests as
follows:
* Class 2 - Secured Claims of SummitBridge. IMPAIRED. Class 2
Secured Claim shall be Allowed in the amount of $20,473,739.09, as
set out in the summary attached to the Plan as Exhibit A, plus
additional interest shall be added and Allowed after January 1,
2020, at the rate of $3,433.61 per diem until the Effective Date
and thereafter interest shall continue accrue on any unpaid
principal at the contractual nondefault rate until the Allowed
Class 2 Secured Claim is paid in full.
* Class 3 - Secured Claim of Compeer. IMPAIRED. Class 3 Secured
Claim shall be Allowed in the amount of $12,908,219.70 as set out
in the summary attached hereto as Exhibit B, plus additional
interest shall be added and Allowed after January 1, 2020, at the
rate of $1,437.5180 per diem until the Effective Date and
thereafter interest shall continue accrue on any unpaid principal
at the contractual nondefault rate until the Allowed Class 3
Secured Claim is paid in full.
* Class 4 - Secured Claim of First National. IMPAIRED. Class 4
consists of the Secured Claim held by First National, as evidenced
by filed Claim 30-1 in the amount of $143,593.87. The Allowed Class
4 Secured Claim held by First National shall bear interest at the
non-default contract rate to accrue from the Petition Date until
paid in full.
* Class 5 - Secured Claim of Steinman. IMPAIRED. Class 5
consists of the Secured Claim held by Steinman, as evidenced by
filed Claim 29-1 in the amount of $45,000. The Allowed Class 5
Secured Claim held by Steinman shall be paid from the proceeds of
the sale of the Steinman Dry Farm by the Plan Administrator.
* Class 6 - Secured Claim of Toyota. IMPAIRED. The Class 6
Secured Claim held by Toyota shall remain secured by a first lien
on the 2014 Toyota 4Runner . The Plan Administrator shall continue
to make monthly payments due to Toyota under the loan documents for
the Toyota Collateral.
* Class 7 - Secured Claim of John Deere. IMPAIRED. The Class 7
Secured Claim held by John Deere shall remain secured by a lien on
the John Deere Collateral. The Class 7 Secured Claim shall be paid
by the Plan Administrator pursuant to the “Stipulation for the
Treatment of Claims.
* Class 8 - Unsecured Claim of Diversified. IMPAIRED. The Class
8 Unsecured Claim held by Diversified will be treated according to
the June 3, 2019, stipulation between Diversified and the Debtor at
Docket No. 244 (“Diversified Stipulation”), pursuant to which
the Debtor agreed to immediately surrender possession of the
Diversified Collateral and Diversified agreed to sell the
Diversified Collateral in a commercially reasonable manner pursuant
to the applicable Uniform Commercial Code provisions and apply the
sale proceeds to sums due and owing to Diversified.
* Class 9 - General Unsecured Claims. IMPAIRED. Each Holder of a
General Unsecured Claim shall be treated as a Class 9 Claim and
shall receive its Pro Rata share of all cash available for
distribution by the Plan Administrator up to the full amount of
each Allowed Class 9 Claim after satisfaction in full of the
Liquidation Expenses, all Allowed Administrative Expenses, all
Allowed Priority Tax Claims, and all Allowed Class 1, 2, 3, 4, 5,
6, 7, and 8 Claims.
* Class 10 - Equity Interests in the Debtor. IMPAIRED. The
Holders of Class 10 Equity Interests shall be entitled to receive
all funds remaining after satisfaction in full of the Liquidation
Expenses, all Allowed Administrative Expenses, all Allowed Priority
Tax Claims, all Allowed Priority Non-Tax Claims, and all Allowed
Class 1, 2, 3, 4, 5, 6, 7, 8, and 9 Claims.
A full-text copy of the Amended Disclosure Statement dated November
18, 2019, is available at https://tinyurl.com/w8etaxp from
PacerMonitor.com at no charge.
Attorneys for SUMMITBRIDGE NATIONAL INVESTMENTS VI LLC:
James T. Markus
Markus Williams Young & Hunsicker LLC
1700 Lincoln, Suite 4550
Denver, Colorado 80203
Telephone: (303) 830-0800
Facsimile: (303) 830-0809
E-mail: jmarkus@MarkusWilliams.com
Jason R. Naess
Parsons, Smith, Stone,
Loveland & Shirley, L.L.P
137 W. 13th St.
P.O. Box 910
Burley, Idaho 83318
Telephone (208) 878-8382
Facsimile (208) 878-0146
E-mail: jason@pmt.org
About Parkinson Seed Farm
Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. --
http://www.parkinsonseedfarm.com/-- farms approximately 7,200
acres of potatoes. It raises seed potatoes, hard red and hard
white wheat, as well as a small amount of alfalfa (mostly to feed
horses for recreational purposes). The company raises 11 of what
it considers to be more mainstream varieties such as the Russet
Burbank, Ranger, three different line selections of Russet
Norkotah, white varieties such as Cal Whites and Atlantics, and
reds like the Dark Red Norland. The company was founded in 1937.
Parkinson Seed Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15,
2018. In the petition signed by Dirk Parkinson, president, the
Debtor disclosed $6.11 million in assets and $26.92 million in
liabilities. Judge Joseph M. Meier oversees the case. Parkinson
Seed Farm hired Robinson & Associates as its legal counsel. Henri
LeMoyne of LeMoyne Realty & Appraisals is the Debtor's realtor.
PARKINSON SEED: Trustee to Sell Steinman Dry Farm for $250K
-----------------------------------------------------------
Gary Rainsdon, the Chapter 11 trustee for Parkinson Seed Farm,
Inc., asked the U.S. Bankruptcy Court for District of Idaho to
approve the private sale of its real property in Ashton, Idaho, to
Mike Gold, Gold, LLC for $250,000.
The property known as The Steinman Dry Farm includes 280 acres of
dry farm ground and buildings.
The court will hold a hearing today to consider the sale. If the
court does not approve the sale, a public auction will be held.
LeMoyne Realty & Appraisals, the realtor employed by the company to
market the property, will get 4 percent of the gross proceeds as
commission.
A copy of the sale agreement is available at
Parkinson_Seed_447_Sales from PacerMonitor.com free of charge.
About Parkinson Seed Farm
Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. --
http://www.parkinsonseedfarm.com/-- farms approximately 7,200
acres of potatoes. It raises seed potatoes, hard red and hard
white wheat, and a small amount of alfalfa (mostly to feed horses
for recreational purposes). The company raises 11 of what it
considers to be more mainstream varieties such as the Russet
Burbank, Ranger, three different line selections of Russet
Norkotah, white varieties such as Cal Whites and Atlantics, and
reds like the Dark Red Norland. The company was founded in 1937.
Parkinson Seed Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15,
2018. In the petition signed by Dirk Parkinson, president, the
Debtor disclosed $6.11 million in assets and $26.92 million in
liabilities.
Judge Joseph M. Meier oversees the case. The Debtor tapped
Robinson & Associates as its legal counsel.
Gary L. Rainsdon was appointed as the Debtor's Chapter 11 trustee.
The trustee tapped Daniel C. Green, Esq., as his bankruptcy
attorney.
PARKLAND FUEL: Moody's Upgrades CFR to Ba2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Parkland Fuel Corporation's
corporate family rating to Ba2 from Ba3, probability of default
rating to Ba2-PD from Ba3-PD and senior unsecured notes rating to
Ba3 from B1. The outlook remains stable and the speculative grade
liquidity rating remains SGL-2.
"The upgrade reflects Parkland's strong execution and integration
of the SOL assets which has decreased leverage", said Paresh Chari
Moody's analyst. "We expect the company to continue to execute and
drive down leverage through 2021."
Upgrades:
Issuer: Parkland Fuel Corporation
Corporate Family Rating, Upgraded to Ba2 from Ba3
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4)
from B1 (LGD4)
Outlook Actions:
Issuer: Parkland Fuel Corporation
Outlook, Remains Stable
RATINGS RATIONALE
Parkland's Ba2 CFR benefits from: (1) a strong market presence as
the largest fuel marketer in both Canada and the Caribbean
supported by good brand recognition; (2) expected free cash flow of
around C$100 million in 2020 that will reduce debt; (3) Debt/EBITDA
that is expected to be about 3.5x in 2020, falling towards 3x in
2021; (4) established supply channels in key geographies due to
significant scale that provides competitive advantages in sourcing
products and creating barriers to entry; and (4) geographic
diversification, with about a quarter of its roughly C$1.2 billion
of EBITDA generated outside of Canada. Constraints to CFR include:
(1) an aggressive acquisition strategy that has elevated leverage;
(2) exposure to flat to declining fuel demand that Parkland must
mitigate with acquisitions, and with investments in its retail
operations and marketing strategies to enhance market share; (3)
volatility tied to cash flows from the refinery operations and
supply logistics business (involving the purchase, sale and storage
of fuel products); and (4) the Sol Put Option that could add about
0.3x to debt to EBITDA if Parkland fully debt funded the C$560
million liability.
Environmental considerations Moody's considers are that fuel
consumption will likely decline over the next decade in Canada and
the US due to improving fuel efficiency and electric vehicle
adoption. However, Parkland is well positioned to manage the
transition with the Caribbean still developing and remaining
dependent on conventional energy. Governance risks Moody's
considers are Parkland's aggressive acquisitions that have been
large, completed in quick succession and largely debt funded.
Parkland's execution and integration has been excellent with
leverage coming back in-line over a short period of time.
The senior unsecured notes are rated Ba3, one notch below the Ba2
CFR, due to the priority ranking revolving credit facility and
working capital intermediation facility.
Parkland has good liquidity. At September 30, 2019 Parkland had
C$290 million of cash and about C$865 million available under its
C$1.4 billion revolving credit facility due 2023. Moody's expects
about C$100 million of free cash flow through 2020. Moody's expects
Parkland to remain in compliance with its three financial
covenants. Parkland has C$200 million of senior notes maturing in
each of 2021 and 2022, which Moody's expects will be repaid with
cash. Parkland has some flexibility to generate liquidity from
asset sales.
The stable outlook reflects its expectation that Parkland's
leverage will be remain between 3x and 3.5x through 2021.
The ratings could be upgraded if Parkland continues to execute on
its growth strategy and generates positive free cash flow, and if
debt to EBITDA is below 3x (3.1x for LTM Q3/2019).
The ratings could be downgraded if debt to EBITDA is above 4x (3.1x
for LTM Q3/2019) or if Parkland is likely to sustain negative free
cash flow.
Parkland Fuel Corporation, headquartered in Calgary, Alberta, is
the largest marketer of fuel and petroleum products in Canada, a
retailer and distributor of refined products across eight US
states, and is also the largest integrated fuel marketer in the
Caribbean.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
PEABODY ENERGY: S&P Cuts ICR to 'B+' on Higher Expected Leverage
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
coal producer Peabody Energy Corp. to 'B+' from 'BB-', with stable
outlook. At the same time, S&P lowered its issue-level rating on
the company's senior secured debt to 'BB-' from 'BB'.
The rating agency expects Peabody's cash flow and leverage will
deteriorate amid declining domestic and weak international coal
markets. It expects leverage will increase to 3x-3.5x in 2020 and
remain above 3x in 2021 as realizations and volumes decline.
Declining demand and price realizations will likely drive margins
down across all U.S. mining regions in 2020. S&P assumes Peabody
will decrease production in all U.S. mining complexes in response
to ongoing declining demand, recent mine idlings, and expected coal
plant retirements. This would drop domestic volumes sold
approximately 6% in 2020 after a nearly 11% drop in 2019. Although
high contracted volumes for 2020 (about 75%) provide some earnings
stability, S&P expects price realizations to continue to decline
9%-10% in 2020 following another 5% decline in 2019 as higher
priced contracts roll off.
The stable outlook reflects S&P's expectations that Peabody will
operate at leverage greater than 3x on a sustained basis, above the
rating agency's downgrade trigger. S&P expects Peabody's sales
volumes and price realizations to decline as a result of scheduled
coal plant retirements, mine idlings, and low international coal
prices. While robust contracted tonnage in 2020 could provide some
earnings stability, the rating agency anticipates weak domestic and
international markets to continue to erode cash flows in 2020.
"We could lower the rating if we expect leverage to exceed 4x on a
sustained basis. This scenario would be associated with a 15%-20%
decline of HCC or international thermal prices from our baseline
assumptions in 2020, leading to EBITDA margin dropping below 16%,"
S&P said, adding that this could also happen if Peabody's domestic
customers reject new shipments in 2020 due to high inventory or
market oversupply. Alternatively, S&P could lower the rating if
Peabody's FOCF approaches break-even or turns negative in the next
12 months.
"We could raise the rating if we expect Peabody's adjusted leverage
to decline below 3x on sustained basis with better visibility in
demand volumes. This scenario is associated with significant debt
reduction (greater than $500 million) or 15%-20% higher expected
EBITDA in 2020," S&P said.
PENGROWTH ENERGY: Glass Lewis Recommends Approval of Arrangement
----------------------------------------------------------------
Glass, Lewis & Co., LLC, a proxy advisory firm, released a report
recommending that Pengrowth Energy Corporation's shareholders vote
in favour of the proposed arrangement with Cona Resources Ltd., a
portfolio company of Waterous Energy Fund. Glass Lewis'
recommendation in favour of the Arrangement follows an identical
recommendation from Institutional Shareholder Services, Inc.,
announced by Pengrowth on Dec. 2, 2019.
The Glass Lewis Report notes that, "other potential transactions
considered by the Company did not offer consideration to equity
holders, as opposed to the $0.05 per share plus the shareholder's
Pro Rata Share of the Litigation Trust Interests offered in this
agreement. The board further calls attention to the possibility,
in the event that the Arrangement is not completed, the value
available to stakeholders may be significantly less than offered
under the Arrangement and there is a risk that any proceeds
available for distribution to stakeholders would be paid to the
Secured Debtholders with no proceeds available for shareholders.
The board's independent financial advisor has opined that the
Arrangement is fair from a financial point of view for Pengrowth
shareholders."
The Glass Lewis Report concludes, "Given these considerations, we
believe this proposal is in the interests of the Company and
shareholders. Accordingly, we recommend that shareholders vote FOR
this proposal."
The Arrangement:
As previously disclosed, pursuant to the Arrangement, the Purchaser
will: (a) acquire all of the outstanding common shares in the
capital of the Company for cash consideration of CDN $0.05 per
share and a potential Contingent Value Payment; and (b) make a cash
payment in satisfaction of outstanding secured indebtedness of the
Company under the Company's secured notes and credit facility.
The aggregate value of the Arrangement, including the repayment of
the Secured Debt and the assumption of the transaction costs by the
Purchaser, is approximately $740 million. As part of the
consideration to be received by Pengrowth shareholders, each
shareholder at the effective date of the Arrangement will be
eligible to receive their pro-rata portion of any funds that may be
received by Pengrowth as a result of a pending litigation matter.
Upon closing, Pengrowth will be wholly owned by the Purchaser, and
cease to be listed on the TSX.
Pengrowth encourages shareholders to vote along with both
independent proxy advisory firms recommendations. If the
Arrangement is not approved, most likely an alternative transaction
is a CCAA process whereby shareholders may not receive any value.
The board of directors of Pengrowth unanimously recommends that
Shareholders and Secured Debtholders vote in favour of the
Arrangement at the respective special Meetings scheduled to be held
on Dec. 18, 2019.
About Pengrowth
Pengrowth Energy Corporation -- http://www.pengrowth.com/-- is a
Canadian energy company focused on the sustainable development and
production of oil and natural gas in Western Canada from its
Lindbergh thermal oil property and its Groundbirch Montney gas
property. The Company is headquartered in Calgary, Alberta, Canada
and has been operating in the Western Canadian basin for more than
30 years. The Company's shares trade on both the Toronto Stock
Exchange under the symbol "PGF" and on the OTCQX under the symbol
"PGHEF".
Pengrowth reported a net loss and comprehensive loss of C$559.3
million in 2018, following a net loss and comprehensive loss of
C$683.8 million in 2017. As of Sept. 30, 2019, Pengrowth had
C$1.10 billion in total assets, C$1.07 billion in total
liabilities, and C$27 million in shareholders' equity.
KPMG LLP, in Calgary, Canada, the Company's auditor since 1988,
issued a "going concern" qualification in its report dated March 5,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has significant
uncertainties relating to its ability to meet its financial
obligations on scheduled debt maturities and comply with certain
debt covenants that raise substantial doubt about its ability to
continue as a going concern.
PERIMETER LAWN: Plan Outline Conditionally OK'd, Jan. 8 Hrg. Set
----------------------------------------------------------------
Judge Sarah A. Hall has conditionally approved the Disclosure
Statement describing the Plan of Perimeter Lawn & Landscape, Inc.
in late November 2019.
Parties-in-interest have until Dec. 26, 2019 to file objections to
the Disclosure Statement and Plan.
A hearing has been set for January 8, 2020, at 9:30 a.m. before the
Hon. Sarah A. Hall to consider final approval of the Disclosure
Statement and Confirmation of the Plan.
A full-text copy of the Order is available at
https://tinyurl.com/yx7rctzo from PacerMonitor.com at no charge.
About Perimeter Lawn & Landscape Services, Inc.
Based in Oklahoma City, Oklahoma, Perimeter Lawn & Landscape
Services, Inc. filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-12066) on May 20,
2019, listing under $1 million in both assets and liabilities.
David B. Sisson, Esq., at the Law Offices of B. David Sisson,
represents the Debtor as counsel.
PETROCHOICE HOLDINGS: S&P Affirms 'B-' ICR on Improved Liquidity
----------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on U.S. regional
lubricant distributor PetroChoice Holdings Inc., including the 'B-'
issuer credit rating, its 'B' issue-level rating on its senior
secured first-lien credit facilities, and its 'CCC' issue-level
rating on its second-lien term loan.
S&P revised its assessment of the company's liquidity to adequate
to reflect its improved working capital management and the
amendments to its revolving credit facility, which have increased
its borrowing capacity. However, the company's low cash balances,
modest internal cash flow generation, and high seasonal working
capital fluctuations limit the rating agency's assessment.
The stable outlook on PetroChoice reflects S&P's expectation for a
steady operating performance, including a low single-digit percent
increase in its organic revenue and adjusted EBITDA margins of
approximately 13%-14% over the next 12 months. S&P expects the
company's adjusted leverage to decline to the mid-6x area through
2020 while its FOCF to debt improves to the low-single digit
percent area.
"We could lower our rating on PetroChoice if its cash flow
generation or liquidity position deteriorate because of a weak
operating performance, high customer attrition rates, increased
costs, a spike in oil prices that it has a limited ability to pass
through, or elevated competition in its end markets. Under this
scenario, we would likely come to view its capital structure as
unsustainable or expect it to undertake a distressed debt exchange
or payment default," S&P said.
"We could raise our rating on PetroChoice if its adjusted leverage
falls below 6.0x and remains there on a sustained basis while its
forecast FOCF to debt improves to the mid- to high-single-digit
percent area," the rating agency said.
PG&E CORP: Seeks Approval to Expand Scope of Morrison's Services
----------------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company filed a
supplemental application seeking court approval to expand the scope
of Morrison & Foerster LLP's services.
In their application, the Debtors asked the U.S. Bankruptcy Court
for the Northern District of California to authorize Morrison &
Foerster to provide these additional services:
a. prepare memoranda analyzing compensation, corporate and
labor law considerations relating to the PG&E Corp. and Utility
Executive Incentive Compensation Recruitment Policy;
b. formulate strategy and provide general legal advice with
respect to executive compensation policies;
c. advise the Debtors with respect to regulatory disclosures,
corporate governance and the Debtors' corporate form; and
d. provide other related legal services.
The Debtors tapped Morrison & Foerster LLP as special regulatory
counsel. The firm's employment was approved by the court on June
12, 2019.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, is special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORPORATION: Files Amended Plan of Reorganization
------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company on Dec. 12,
2019, filed an amended Plan of Reorganization with the Bankruptcy
Court in its Chapter 11 cases. The Plan reflects PG&E's
settlements with all major groups of wildfire claimants and keeps
PG&E on track to achieve regulatory approval and Bankruptcy Court
confirmation in advance of the June 30, 2020, statutory deadline
for participation in the state's new wildfire fund.
The company believes its Plan is confirmable, satisfies all
requirements of Assembly Bill 1054 AB 1054) and complies with the
Bankruptcy Code. It is the product of extensive negotiations,
treats all victims fairly, protects customers and employees, and
will enable PG&E to emerge from Chapter 11 as a financially sound
utility positioned to serve California for the long term.
"[Thurs]day's filing brings us one step closer to successfully
concluding PG&E's Chapter 11 cases so that the wildfire victims can
be compensated as quickly as possible. We appreciate the extensive
work by many stakeholders that went into this Plan, in particular
the efforts of our state leaders to encourage all parties to work
quickly to find common ground," said CEO and President of PG&E
Corporation Bill Johnson.
"We believe our Plan is the best solution for all constituencies,
and we look forward to bringing these complex proceedings to their
conclusion. In the meantime, we continue to make meaningful
changes and additional investments throughout the company to reduce
the risk of wildfire and help us continue to deliver safe, reliable
energy to our customers," Mr. Johnson said.
The company is committed to working with all stakeholders to
confirm support for the Plan, to obtaining regulatory approval from
the California Public Utilities Commission consistent with AB 1054,
and to achieving confirmation of the Plan by the Bankruptcy Court
in advance of June 30, 2020.
PG&E's Plan: Best Path Forward
PG&E's Plan prioritizes getting wildfire victims paid soonest by
resolving outstanding litigation and eliminating the need for a
Tubbs Fire trial and a costly and uncertain estimation process.
PG&E assumes its obligations to its employees and creditors without
impairments, making sure all parties are treated fairly.
The plan put forward by the Ad Hoc Bondholders group (the Elliott
plan) is a last-ditch effort to derail the wildfire victims'
settlements, and force costly, uncertain and protracted litigation.
That plan would enrich those firms backing it by charging interest
rates on debt that are both above market rate and higher than
required by law, rather than putting those ratepayer dollars toward
safety, reliability and clean energy investments.
Major Settlements Reached
As announced last week, PG&E reached a settlement valued at
approximately $13.5 billion to resolve all remaining wildfire
claims, including individual claims, relating to the 2015 Butte
Fire, 2016 Ghost Ship Fire, 2017 Northern California Wildfires
(including the 2017 Tubbs Fire), and the 2018 Camp Fire pursuant to
the terms of PG&E's Plan. PG&E's Plan has the support of the
Official Committee of Tort Claimants and firms representing
approximately 70% of wildfire victims.
PG&E previously reached settlements with two major groups of
wildfire claim holders, including a $1 billion settlement with
cities, counties, and other public entities, and an $11 billion
agreement with insurance companies and other entities that have
already paid insurance coverage for claims relating to the 2017 and
2018 wildfires.
On Dec. 12 PG&E also resolved the disputed release provisions
between the wildfire victims and insurance companies, which was a
condition to the settlement with the wildfire victims.
Overview of PG&E's Plan
PG&E's Plan would accomplish the following:
* Satisfy the requirements of AB 1054 and put PG&E on a path to
help the state meet its clean energy goals and become the company
that customers and communities expect and deserve;
* Compensate wildfire victims and certain limited public
entities from a trust funded for their benefit in the amount of
approximately $13.5 billion in accordance with the terms of the
Tort Claimants Restructuring Support Agreement, which is subject to
the approval of the Bankruptcy Court and other conditions;
* Compensate insurance subrogation claimants from a trust funded
for their benefit in the amount of $11 billion in accordance with
the terms of the Subrogation Claims Settlement and Restructuring
Support Agreement, which is subject to the approval of the
Bankruptcy Court and other conditions;
* Pay $1 billion in full settlement of the claims of certain
public entities like cities and counties relating to the wildfires,
as previously announced;
* Pay in full, with interest at the legal rate, all prepetition
funded debt obligations, all prepetition trade claims and all
prepetition employee-related claims;
* Assume all power purchase agreements and community choice
aggregation servicing agreements;
* Assume all pension obligations, other employee obligations,
and collective bargaining agreements with labor; and
Provide for PG&E's future participation in the state wildfire fund
established by Assembly Bill 1054.
PG&E's Plan is fully financeable throughout the capital structure.
This includes the over $12 billion of equity backstop commitments
that the company received last week to support its Plan.
PG&E's Plan is subject to confirmation by the Bankruptcy Court in
accordance with the provisions of the Bankruptcy Code.
The Plan filed on Dec. 12 is available on the company's website at
http://investor.pgecorp.com/Chapter-11/default.aspx.
Key PG&E Safety Improvements and Investments
PG&E has taken and continues to take critical actions to improve
safety and strengthen its operations, including:
* Completing enhanced and accelerated inspections of more than
700,000 transmission, distribution and substation assets of its
electric infrastructure in high fire-threat areas and addressing
immediate safety risks;
* Conducting enhanced vegetation management, including meeting
and exceeding important state standards regarding clearances around
power lines in high fire-threat areas;
* Conducting system hardening and resiliency, including
replacing wood poles with more resilient poles, replacing bare
overhead conductor with covered conductor, targeted undergrounding,
and establishing temporary microgrids;
* Upgrading its Wildfire Safety Operations Center, which serves
as PG&E's 24/7 hub for monitoring wildfire risks and coordinating
prevention and response efforts across Northern and Central
California;
* Installing more than 600 weather stations and 130
high-definition cameras across its service area. PG&E will continue
to expand these networks in high fire-threat areas to enhance
weather forecasting and modeling and improve the company's ability
to predict and respond to extreme wildfire danger;
* Naming Bill Johnson as Chief Executive Officer and President
of PG&E Corporation;
* Naming Andrew M. Vesey as Chief Executive Officer and
President of Pacific Gas and Electric Company, with responsibility
for all aspects of Utility operations;
* Appointing new leaders in Electric Operations and Gas
Operations;
* Establishing a $105 million Wildfire Assistance Fund to aid
those displaced by the 2017 Northern California wildfires and 2018
Camp Fire who are either uninsured or need assistance with the cost
of substitute or temporary housing or other urgent needs; and
* Continuing to invest in PG&E's systems, infrastructure and
critical safety efforts while delivering safe natural gas and
electric service to its millions of customers.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered
by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PHUNWARE INC: Appoints Eric Manlunas as New Chairman of Board
-------------------------------------------------------------
Phunware, Inc. announced the results of its 2019 Annual Meeting of
Stockholders held on Dec. 5, 2019, in Miami, Florida.
Stockholders of record at the close of business on Oct. 14, 2019,
were eligible to vote at the meeting. Highlights of the meeting
included the three-year appointment and renewal of Eric Manlunas
and Keith Cowan, respectively, to the Phunware Board of Directors
as Class I Directors, and the ratification and appointment of
Marcum LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2019.
Subsequent to the completion of the Annual Meeting of Stockholders,
the Phunware Board of Directors unanimously approved the
appointment of Eric Manlunas as the Company's new Chairman of the
Board, including his appointment as Chair of the Audit Committee
and Member of the Compensation Committee. In parallel, Keith Cowan
was reappointed as Chair of the Nomination and Governance Committee
and Member of the Audit Committee, with all remaining board
positions and committee memberships remaining the same.
"We are very thankful to have added Eric Manlunas of Wavemaker
Partners and Draper Venture Network (DVN) as Chairman of our Board
of Directors," said Alan S. Knitowski, president, chief executive
officer and co-founder of Phunware. "Eric is an exceptional
leader, entrepreneur and investor and we expect his global network
of companies and investors to be instrumental to the scale and
success of our business rolling forward."
Wavemaker Partners is an early-stage venture capital firm dual
headquartered in Los Angeles and Singapore. Since its founding in
2003, they have invested in over 350 portfolio companies and
consistently delivered top quartile returns to investors. Combined,
their Los Angeles and Singapore offices have raised more than $360M
across multiple funds and special purpose vehicles. Its portfolio
is broad, with an investment thesis and specialization in
enterprise software, marketplaces, fintech, industrial technology
and marketing and sales software. Wavemaker is the regional
partner for Southern California and Southeast Asia of the Draper
Venture Network (DVN), the world's leading VC collective comprising
10 firms across five continents. Mr. Manlunas serves as a member of
the DVN Board of Directors alongside its Chairman and Founder, Tim
Draper, who also founded renowned Silicon Valley investment firms
Draper Associates and Draper Fisher Jurgenson, and has served
previously on the Phunware Board of Directors from December 2015
until December 2018.
"I am extremely honored and excited to have been named the new
Chairman of Phunware," said Eric Manlunas, founder and managing
partner of Wavemaker Partners. "We have been active investors in
the Company since shortly after its founding while privately held
and are eager to work again with both the board and the executive
leadership team as we move into the new year and scale shareholder
value in the public markets on Nasdaq."
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com/-- is a Multiscreen-as-a-Service (MaaS)
company, a fully integrated enterprise cloud platform for mobile
that provides companies the products, solutions, data and services
necessary to engage, manage and monetize their mobile application
portfolios and audiences globally at scale. Phunware helps brands
create category-defining mobile experiences, with more than one
billion active devices touching its platform each month.
Phunware incurred a net loss of $9.80 million in 2018 following a
net loss of $25.93 million in 2017. As of Sept. 30, 2019, the
Company had $30.42 million in total assets, $23.94 million in total
liabilities, and $6.48 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2017, issued a
"going concern" qualification in its report dated March 19, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PLASKOLITE PPC: S&P Lowers ICR to 'B-' on High Leverage
-------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
acrylic and polycarbonate plastic sheet manufacturer Plaskolite PPC
Intermediate II LLC to 'B-' from 'B'. At the same time, S&P lowered
its issue-level rating on the company's $660 million first-lien
term loan due in 2025 to 'B-' from 'B'.
S&P expects leverage to remain above 5x over the next 12 months.
Plaskolite completed four debt-financed acquisitions in 2018
totaling $180 million. The company also paid about $191 million in
debt-financed distributions to its shareholders. Despite a full
year to integrate the acquisitions, adjusted leverage is aboout 9x
compared to S&P's prior expectations of 5.5x-6x. This shortfall is
because of weaker-than-expected earnings generation, weaker demand
for Plaskolite's products throughout the manufacturing sector, and
lower pricing as a result of sales mix. In addition, raw material
prices have declined the company works through higher-priced
inventory. It is still in the process of realizing the full benefit
of these acquisitions, including the cross-selling and logistical
cost advantages anticipated from its Covestro acquisition, which
added polycarbonate sheet to its portfolio.
S&P expects Plaskolite to benefit from cost-cutting initiatives and
acquisition-related synergy realizations. Nevertheless, the stable
outlook reflects S&P's view that adjusted leverage will remain
above 7x, with EBITDA interest coverage sustained above 1.5x
through the end of 2020. The rating agency also expects Plaskolite
to maintain adequate liquidity in this period.
"We could lower our ratings on Plaskolite if we believe the company
has an unsustainable capital structure, which may be the case if
EBITDA interest coverage falls below 1x. This could occur if the
pace of cost reductions take longer than anticipated and volumes
are weaker than expected, such that EBITDA falls below $61
million," S&P said.
"We could raise our ratings on Plaskolite if the company benefits
from recent price increases, and earnings benefit from its
cost-reduction efforts faster than we anticipate, especially if
markets recover, resulting in debt to EBITDA sustained below 7x and
EBITDA interest coverage above 2x," S&P said, adding that at
current debt levels, this would be consistent with EBITDA above
$121 million.
PLEASANTON FITNESS: Gets Approval to Sell Equipment to M&S Health
-----------------------------------------------------------------
Pleasanton Fitness, LLC received approval from The U.S. Bankruptcy
Court for the Northern District of California to sell its fitness
equipment to M&S Health LLC for $115,500.
Included in the sale are 860 pieces of fitness equipment at two of
the company's former gyms in Modesto and Dixon, Calif.
Amur Equipment Financing had earlier objected to the sale, saying
it has a security interest in the equipment. Thus, of the funds
transferred to Pleasanton from the sale of the equipment, $30,000
will be held in abeyance by the company pending further court
order.
Fitness 1080, Inc.'s offer of $115,000 was selected as the back-up
bid.
About Pleasanton Fitness
Pleasanton Fitness, LLC owns and operates a fitness center in
Livermore, Calif.
Pleasanton Fitness, LLC sought Chapter 11 protection (Bankr. N.D.
Cal. Case No. 19-41949) on Aug. 27, 2019. The case is assigned to
Judge Roger L. Efremsky.
At the time of the filing, the Debtor estimated assets in the range
of $1 million to $10 million and $10 million to $50 million in
debt.
The Debtor tapped Reno F.R. Fernandez, Esq., at MacDonald Fernandez
LLP as counsel.
PNW HEALTHCARE: Seeks to Hire D. Bugbee & Scalia as Co-Counsel
--------------------------------------------------------------
PNW Healthcare Holdings LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire D. Bugbee &
Scalia, PLLC.
D. Bugbee, also known as DBS Law, will serve as co-counsel with
Foley & Lardner LLP, the firm handling the Chapter 11 cases of PNW
Healthcare and its affiliates. It will provide insight and
recommendations as to local practice and implement litigation
strategies.
Daniel Bugbee, Esq., the firm's attorney who will be providing the
services, will charge $385 per hour. The hourly rates for other
DBS Law attorneys range from $195 to $300.
DBS Law and its attorneys are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Daniel J. Bugbee
DBS Law
155 NE 100th St., Suite 205
Seattle, WA 98125
Telephone: (206) 489-3819
Facsimile: (206) 973-8737
Email: dbugbee@lawdbs.com
About PNW Healthcare
Aldercrest Health & Rehabilitation Center and its subsidiaries,
including PNW Healthcare Holdings, LLC --
http://www.aldercrestskillednursing.com/-- are providers of
long-term skilled nursing care and short-term rehabilitation
solutions. Aldercrest Health & Rehabilitation Center has been
serving North King and Snohomish Counties since 1975.
Each of the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa.
Lead Case No. 19-43754) on Nov. 22, 2019 in Seattle, Wash. In the
petitions signed by Dov E. Jacobs, manager, Aldercrest
Health-Edmonds was estimated to have $1 million to $10 million in
assets and liabilities.
Judge Christopher M. Alston is assigned the cases.
The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel;
D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich
& Associates LLC as financial advisor; and Omni Agent Solutions as
notice, claims and balloting agent, and as administrative advisor.
PONDEROSA-STATE ENERGY: Files Cash Collateral Budget Thru March 8
-----------------------------------------------------------------
Ponderosa-State Energy, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of New York a proposed second 13-week
cash collateral budget showing $419,268 total cash uses during the
week of Dec. 15, 2019 through and including the week of March 8,
2020.
About Ponderosa-State Energy
Ponderosa-State Energy, LLC, is an oil and gas production company.
Its principal asset is its interest in an oil and gas lease with
the state of Texas that covers a portion of the riverbed of the
Canadian River in Hutchinson County, Texas.
Ponderosa-State Energy filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 19-13011) on Sept. 18, 2019 in Manhattan, New York. In
the petition signed by Richard Sands, manager, the Debtor was
estimated to have total assets between $1 million and $10 million,
and liabilities within the same range. Judge James L. Garrity Jr.
is the case judge. DIAMOND MCCARTHY LLP is the Debtor's counsel.
PRESSURE BIOSCIENCES: Posts $4.3-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Pressure Biosciences, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to common stockholders of $4.32 million on $501,158 of
total revenue for the three months ended Sept. 30, 2019, compared
to a net loss attributable to common stockholders of $3.23 million
on $521,766 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 attributable to common stockholders of $11.87 million on
$1.53 million of total revenue compared to a net loss attributable
to common stockholders of $18.58 million on $1.77 million of total
revenue for the same period in 2018.
As of Sept. 30, 2019, the Company had $2.41 million in total
assets, $12.03 million in total liabilities, and a total
stockholders' deficit of $9.62 million.
Pressure Biosciences said, "We have experienced negative cash flows
from operations with respect to our pressure cycling technology
business since our inception. As of September 30, 2019, we did not
have adequate working capital resources to satisfy our current
liabilities and as a result, we have substantial doubt regarding
our ability to continue as a going concern. We have been
successful in raising cash through debt and equity offerings in the
past and ... we received $8.1 million in net proceeds from loans
and $3.2 million in net proceeds from sales of preferred stock in
the first nine months of 2019. We have efforts in place to
continue to raise cash through debt and equity offerings.
"We will need substantial additional capital to fund our operations
in future periods. If we are unable to obtain financing on
acceptable terms, or at all, we will likely be required to cease
our operations, pursue a plan to sell our operating assets, or
otherwise modify our business strategy, which could materially harm
our future business prospects."
Net cash used in operations for the nine months ended Sept. 30,
2019 was $5,019,345 as compared to $3,615,582 for the nine months
ended Sept. 30, 2018. The increase in net cash used in operations
was principally attributable to the increase in the net loss in the
nine months ended Sept. 30, 2019 from the corresponding period in
2018.
Net cash used in investing activities for the nine months ended
Sept. 30, 2019 was $28,915 compared to $0 in the prior period. Cash
capital expenditures in the current year included laboratory
equipment and IT equipment.
Net cash provided by financing activities for the nine months ended
Sept. 30, 2019 was $5,080,506 as compared to $3,540,468 for the
same period in the prior year. The cash from financing activities
in the period ended Sept. 30, 2019 included $3,185,100 net proceeds
from sales of preferred stock, $4,601,300 from convertible debt,
net of fees and less payment on convertible debt of 3,705,485. The
Company also received $2,956,750 from non-convertible debt, net of
fees, less payment on non-convertible debt of $2,021,159. Related
parties also lent the Company $239,000 in short-term
non-convertible loans of which the Company repaid $175,000 back.
The cash from financing activities in the period ended Sept. 30,
2018 included $1,255,463 net proceeds from sales of preferred
stock, $460,000 from its Revolving Note and $3,848,484 from
convertible debt, net of fees and less payment on convertible debt
of $2,097,750. The Company also received $1,595,901 from
non-convertible debt, net of fees, less payment on non-convertible
debt of $1,579,130. Related parties also lent the Company $116,100
in short-term non-convertible loans of which the Company repaid
$58,600 back.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/yPgsE4
About Pressure Biosciences
South Easton, Massachusetts-based Pressure BioSciences --
http://www.pressurebiosciences.com-- is engaged in the development
and sale of innovative, broadly enabling, pressure-based solutions
for the worldwide life sciences industry. The Company's products
are based on the unique properties of both constant (i.e., static)
and alternating (i.e., pressure cycling technology) hydrostatic
pressure. PCT is a patented enabling technology platform that uses
alternating cycles of hydrostatic pressure between ambient and
ultra-high levels to safely and reproducibly control bio-molecular
interactions.
Pressure Biosciences reported a net loss attributable to common
shareholders of $23.47 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common shareholders of
$10.71 million for the year ended Dec. 31, 2017. As of June 30,
2019, the Company had $2.24 million in total assets, $10.42 million
in total liabilities, and a total stockholders' deficit of $8.18
million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 16, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has a
working capital deficit, has incurred recurring net losses and
negative cash flows from operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
QUORUM HEALTH: Receives Noncompliance Notice from NYSE
------------------------------------------------------
Quorum Health Corporation was notified on Dec. 3, 2019 by the New
York Stock Exchange that it was not in compliance with the NYSE's
continued listing standards as a result of the average closing
price of the Company's common stock being less than $1.00 per share
over a consecutive 30 trading-day period. As set forth in the
December Notice, as of Dec. 3, 2019, the 30 trading-day average
closing share price of the Company's common stock was $0.90.
In accordance with the NYSE rules, the Company has a period of six
months following the receipt of the December Notice to regain
compliance with the minimum share price requirement. The Company
plans to notify the NYSE within 10 business days of its intent to
cure the deficiency. The Company can regain compliance with the
minimum share price requirement at any time during the six month
cure period if, on the last trading day of any calendar month
during the cure period or on the last day of the cure period, the
Company has (i) a closing share price of at least $1.00 and (ii) an
average closing share price of at least $1.00 over the 30
trading-day period ending on such date.
As previously announced on May 3, 2019, the Company received notice
on April 30, 2019 that it was not in compliance with the continued
listing standard set forth in Section 802.01B of the NYSE's Listed
Company Manual because the Company's average market capitalization
was less than $50 million over a consecutive 30 trading-day period
and the most recently reported stockholders' equity of the Company
was also less than $50 million. In connection with the April
notice, the Company developed a plan, which it is currently
implementing and which was accepted by the NYSE on June 10, 2019,
to return to conformity with the relevant standards required in
Section 802.01B within the 18-month period allowed by the NYSE.
The Company's common stock will continue to trade under the symbol
"QHC", but will continue to have the designation of ".BC" to
indicate the status of the common stock as being "below
compliance". The December Notice does not affect the Company's
business operations or its Securities and Exchange Commission
reporting requirements, nor does it conflict with or cause an event
of default under any of the Company's debt agreements.
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 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.
* * *
As reported by the TCR on Nov. 19, 2019, S&P Global Ratings lowered
the issuer credit rating on Brentwood, Tenn.-based Quorum Health
Corp. to 'CCC-' from 'CCC'. The downgrade follows the company's
revision of guidance due to the deterioration in revenue-cycle
management ahead of the transition to R1 RCM, a
slower-than-expected pace of divestitures, and greater
prospects for a covenant violation and possible debt
restructuring.
Moody's Investors Service downgraded the ratings on Quorum Health
Corporation, including the Corporate Family Rating to Caa2 from B3,
the TCR reported on Nov. 21, 2019. The downgrade of the CFR
reflects growing uncertainty as to whether Quorum's divestiture
plan will be completed in the months ahead and when the company's
earnings will rebound.
RANGE RESOURCES: Moody's Lowers CFR to Ba3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Range Resources Corporation's
Corporate Family Rating to Ba3 from Ba2 and its Probability of
Default Rating Ba3-PD from Ba2-PD. Concurrently, Moody's downgraded
the company's senior unsecured notes rating to B1 from Ba3, and
senior subordinated notes rating to B2 from B1. The rating outlook
was changed to negative. The Speculative Grade Liquidity rating
remains SGL-2.
This rating action concludes the review for downgrade, which
Moody's initiated on October 21, 2019.
Downgrades:
Issuer: Range Resources Corporation
Corporate Family Rating, Downgraded to Ba3 from Ba2
Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
Senior Subordinated Regular Bond/Debenture, Downgraded to B2 (LGD6)
from B1 (LGD6)
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4)
from Ba3 (LGD4)
Outlook Actions:
Issuer: Range Resources Corporation
Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
The downgrade to Ba3 CFR reflects ongoing low natural gas and
natural gas liquids prices, which stymie Range's production growth
and cash flow generation. The downgrade also considers the
heightened refinancing risks resulting from difficult capital
market access for natural gas producers that have meaningful
maturities over the next several years, including Range. The weak
commodity price backdrop makes the company's need to proactively
address significant maturities coming due in 2021-2023 more
urgent.
Range's Ba3 CFR is constrained by its sensitivity to natural gas
prices with natural gas contributing about 70% of production.
Range's low cost structure helps the company generate free cash
flow; however, the oversupply in the market resulting in weak
commodity prices is unlikely to subside, which will stress the
company's earnings despite the expected reduction in operating
costs. The Ba3 CFR is supported by Range's strong operating
efficiency, large scale, and good asset-based leverage metrics. The
company has also reduced its debt balance using proceeds from
certain asset sales. In addition, Range benefits from long-lived
reserves, historically conservative financial policies, and a high
level of operational control over its reserves, enabling
significant discipline over the pace of future development.
Range's senior unsecured notes are rated B1, one notch below the
assigned Ba3 CFR, due to their structural subordination to the
company's $2.4 billion senior secured revolving credit facility.
The company's subordinated notes are rated B2 reflecting their
subordinated position relative to the secured and unsecured debt in
the capital structure.
Moody's expects Range to have good liquidity through 2020 as
reflected by the SGL-2 Speculative Grade Liquidity Rating. Moody's
expects modestly positive free cash flow through 2020. Range has
about $1.9 billion in borrowing capacity (after debt reduction from
the Appalachian overriding royalty sales totaling $750 million in
July and September 2019) under its senior secured revolving credit
facility due April 2023, which was upsized to $2.4 billion from $2
billion in October 2019. The borrowing base for the revolving
credit facility is subject to an annual redetermination in March
2020 and is currently set at $3 billion. Range has good alternative
liquidity, and proceeds from asset sales are expected to be used to
reduce debt. The company's next maturities occur in June 2021 with
approximately $440 million of debt coming due and in the second
half of 2022 with $870 million of debt coming due.
The negative outlook reflects the increased likelihood that low
energy prices and tight capital market conditions could prevail for
an extended period of time. Range's ratings will likely be
downgraded if the company is unable to substantially reduce its
refinancing risks in a timely manner, if retained cash flow/debt
appears likely to fall below 20%, or if the leveraged full-cycle
ratio drops towards 1x. The change in outlook to stable and/or a
positive rating action would be contingent on Range's ability to
produce meaningful free cash flow on a consistent basis,
substantially mitigate refinancing risk, maintain the leveraged
full-cycle ratio above 2x and reduce debt leading to a sustainable
retained cash flow approaching 30%. A more supportive commodity
price environment will also be needed for considering an upgrade.
Range Resources Corporation is an independent exploration and
production company that is headquartered in Fort Worth, Texas.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
REAVANS ANNEX: Seeks to Hire Joyce W. Lindauer as Legal Counsel
---------------------------------------------------------------
Reavans Annex, LLC and its affiliates filed separate applications
seeking approval from the U.S. Bankruptcy Court for the Northern
District of Texas to hire legal counsel in connection with their
Chapter 11 cases.
In their applications, Reavans Annex, Reavans Gilbert LLC, and
Reavans Lake Avenue, LLC propose to employ Joyce W. Lindauer
Attorney, PLLC to give legal advice regarding their powers and
duties under the Bankruptcy Code, prepare a plan of reorganization,
and provide other legal services related to their bankruptcy
cases.
The firm's hourly fees are:
Joyce Lindauer $395
Jeffery Veteto $225
Guy Holman $210
The hourly rates for paralegals and legal assistants range from $65
to $125.
The firm's attorneys are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Lindauer can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Reavans Annex
Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their
business as single asset real estate (as defined in 11 U.S.C.
Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment
company, including hedge fund or pooled investment vehicle (as
defined in 15 U.S.C. Section 80a-3).
Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019.
At the time of the filing, Reavans Annex had estimated assets of
between $1 million and $10 million and liabilities of between
$500,000 and $1 million.
Reavans Gilbert had estimated assets of between $10 million and $50
million and liabilities of between $500,000 and $1 million.
Reavans Lake had estimated assets of between $1 million and $10
millionand liabilities of between $100,000 and $500,000.
The cases have been assigned to Judge Harlin DeWayne Hale. The
Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal
counsel.
REGIONAL HEALTH: Stockholders Demand Correction of Proxy Statement
------------------------------------------------------------------
Attorneys for Charles Frischer and four other holders of 10.875%
Series A Cumulative Redeemable Preferred Stock of Regional Health
Properties, Inc., who, together with Mr. Frischer, hold 32.6% of
the Preferred Stock, sent a letter demanding that Regional Health
correct a misrepresentation in the Company's Proxy Statement. The
Proxy Statement stated that no demand had been made for the special
election of two additional directors by the holders of at least 25%
of the Preferred Stock following a failure by the Issuer to pay
dividends for any four consecutive or non-consecutive dividends
period. Such a demand, however, was made in that certain letter to
the Issuer dated Nov. 28, 2018 from attorneys representing Charles
Frischer and three other holders who together held 26.28% of the
Preferred Stock. In addition to correcting the Proxy Statement,
Mr. Frischer and the other holders reiterated their demand for a
special election for two additional directors. The letter further
requested that Mr. Charles Frischer and Mr. Kenneth Grossman be
nominated to stand for election by the holders of the Preferred
Stock to serve as directors of the Issuer.
As of Dec. 4, 2019, Libby Frischer Family Partnership directly owns
11,000 Shares representing less than 1% of the total outstanding
shares. As of Dec. 4, 2019, Mr. Frischer directly or through his
IRA owns 372,982 Shares and he is the sole general partner of the
Partnership. Accordingly, Mr. Frischer indirectly beneficially
owns 383,982 Shares representing approximately 13.66% of the
outstanding Shares. The percentages are based on a total of
2,812,000 Shares outstanding on Nov. 12, 2019, which amount is
derived from amount reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2019.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/zSefoG
About Regional Health
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: RHEpA) -- http://www.regionalhealthproperties.com/-- is
the successor to AdCare Health Systems, Inc., and is a self-managed
healthcare real estate investment company that invests primarily in
real estate purposed for senior living and long-term healthcare
through facility lease and sub-lease transactions. Regional
currently owns, leases or manages for third parties 24 facilities
(12 of which are owned by Regional, nine of which are leased by
Regional and three of which are managed by Regional for third
parties).
Cherry Bekaert LLP, in Atlanta, Georgia, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated May 16, 2019, on the consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company has incurred
a net loss of $11.9 million for the year ended Dec. 31, 2018, has
an accumulated deficit of $118.2 million and negative working
capital of $28.6 million with $20.2 million of long term-debt
classified as current due to the Company's short-term forbearance
agreement pursuant to noncompliance with certain covenants under
the loan documents and the lender's ability to exercise
default-related rights and remedies, including the acceleration of
the maturity of such debt and a $4.1 million mortgage indebtedness
maturing in June 2019, which raise substantial doubt about its
ability to continue as a going concern.
RIOT BLOCKCHAIN: Registers 3.9-Mil. Shares Under Incentive Plans
----------------------------------------------------------------
Riot Blockchain, Inc., filed a Form S-8 registration statement with
the Securities and Exchange Commission to register shares of common
stock, no par value, of the Company including:
(i) 3,600,000 Shares that may be granted pursuant to the 2019
Riot Blockchain, Inc. Equity Incentive Plan; and
(ii) 330,603 Shares, formerly available for grant pursuant the
Registrant's former employee equity incentive plan, the
Bioptix, Inc. 2017 Equity Incentive Plan, which, by the
terms of the 2019 Plan, are available for issuance under
the 2019 Plan. These Carryover Shares include:
a. 120,500 Shares held by "affiliates," which are "control
securities," issued to the Selling Stockholders pursuant
to the 2017 Plan, which are being registered for resale to
the public by the "Selling Stockholders"; and
b. 210,103 Shares issuable in settlement of outstanding
restricted stock units and other convertible rights
granted to employees, officers, and directors of the
Registrant pursuant to the 2017 Plan to be offered by the
Selling Stockholders listed in the reoffer prospectus.
Under the 2019 Plan, a total of 3,600,000 Shares have been
reserved for issuance upon the settlement of vested stock
awards (which may include awards of restricted stock,
restricted stock units, options, or other securities
relating to Shares) made to officers, directors, employees
and consultants of the Company, as well as those Shares
formerly available for issuance pursuant to the 2017 Plan.
The 2019 Plan provides that, as of the date of approval of
the 2019 Plan by the Registrant's stockholders, which
occurred on Oct. 23, 2019, no additional grants will be
made under the 2017 Plan.
A full-text copy of the prospectus is available for free at:
https://is.gd/od8KXc
About Riot Blockchain
Headquartered in Castle Rock, Colorado, Riot Blockchain --
http://www.RiotBlockchain.com-- is focused on building, operating,
and supporting blockchain technologies. Its primary operations
consist of cryptocurrency mining, targeted development of a
cryptocurrency exchange, and the identification and support of
innovations within the sector.
Riot Blockchain reported a net loss of $60.21 million in 2018
following a net loss of $19.97 million in 2017. As of Sept. 30,
2019, the Company had $32.98 million in total assets, $4.79 million
in total liabilities, and $28.19 million in total stockholders'
equity.
Marcum LLP, in New York, the Company's auditor since 2018, issued a
"going concern" qualification in its report dated April 2, 2019, on
the Company's consolidated financial statements for the year ended
Dec. 31, 2018, citing that the Company has a significant working
capital deficiency, has incurred significant losses, and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
RIVER ROAD ICE: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: River Road Ice House LLC
8511 River Rd.
New Braunfels, TX 78132
Business Description: River Road Ice House is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: December 13, 2019
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 19-52926
Debtor's Counsel: Morris E. "Trey" White III, Esq.
VILLA & WHITE LLP
1100 N.W. Loop 410 Ste. 802
San Antonio, TX 78213
Tel: (210) 225-4500
E-mail: treywhite@villawhite.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Kane, member.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available at PacerMonitor.Com
at https://is.gd/KR98Qg at no extra charge.
RIVOLI & RIVOLI: Cash Collateral Use Through Dec. 19 Okayed
-----------------------------------------------------------
Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western
District of New York authorized Rivoli & Rivoli Orthodontics,
P.C., to use cash collateral in the ordinary course of its business
through Dec. 19, 2019 in accordance with the Fourth Interim Order
and with those income and expense projections set forth in the
budget within a 1% variance.
A further hearing on the Debtor's use of cash collateral will be
held on Dec. 19 at 9:00 a.m.
The Debtor may use the cash collateral in which the Secured
Creditors -- Internal Revenue Service, the Lyons National Bank, the
New York State Department of Taxation and Finance and Spring Pines
Dental Care, LLP -- have or claim lines or security interests.
The Secured Creditors are granted rollover replacement liens in
post-petition assets of the Debtors, of the same relative priority
and on the same types and kinds of collateral as they possessed
pre-petition, to the extent of cash collateral actually used and
not paid down by the Debtors, effective as of the date of the
filing of the case.
In addition, the Debtor will continue making monthly adequate
protection payments: (a) to the IRS in the amount of $11,500; (b)
to Lyons Bank in the amount of $2,000; (c) NYS Tax in the amount of
$1,000; and (d) to Spring Pines in the amount of $2,000.
A copy of the Fourth Interim Order is available for free at
https://is.gd/LsaqkX from Pacermonitor.com
About Rivoli & Rivoli Orthodontics
Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/
-- offers orthodontic services with locations in Spencerport,
Rochester, Webster, and Brockport New York.
Rivoli & Rivoli Orthodontics, P.C. filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y.
Case No. 19-20627) on June 21, 2019. In the petition signed by
Peter S. Rivoli, president, the Debtor estimated $233,492 in assets
and $1,778,831 in liabilities. Daniel F. Brown, Esq. at Andreozzi
Bluestein LLP, is the Debtor's counsel.
ROSE COURT: Seeks to Hire Nichani Law Firm as Legal Counsel
-----------------------------------------------------------
Rose Court, LLC seeks authority from the U.S. Bankruptcy Court for
the Northern District of California to employ Nichani Law Firm as
its bankruptcy counsel.
The firm will advise the Debtor of its powers and duties in the
continued management of its bankruptcy estate and will provide
other legal services in connection with its Chapter 11 case.
Nichani's customary rate is $350.00 per hour. The firm received a
retainer in the amount of $15,000.
Vinod Nichani, Esq., at Nichani Law, attests that the firm is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Vinod Nichani, Esq.
Nichani Law Firm
111 N Market St Ste. 300
San Jose, CA 95113
Phone: +1 408-800-6174
About Rose Court
Rose Court, LLC is a real estate company in San Francisco, Calif.
It owns a real property located at 15520 Quito Road, Monte Sereno,
Calif., valued at $3.5 million.
Rose Court filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
19-31225) on Nov. 23, 2019. It previously sought bankruptcy
protection on Feb. 1, 2010 (Bankr. N.D. Cal. Case No. 10-50993); on
Nov. 6, 2012, (Bankr. N.D. Cal. Case No. 12-58012); and on Oct. 10,
2017 (Bankr. N.D. Cal. Case No. 17-31014).
The Debtor disclosed $3.51 million in assets and $3.28 million in
liabilities at the time of the filing.
Judge Dennis Montali presides over the case. The Debtor is
represented by Vinod Nichani, Esq., at Nichani Law Firm.
ROVIG MINERALS: Committee Hires Simon Peragine Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Rovig Minerals, Inc., seeks permission from the
U.S. Bankruptcy Court for the Western District of Louisiana to
retain Patrick S. Garrity and the law firm of Simon, Peragine,
Smith & Redfearn, LLP, as its counsel, nunc pro tunc to November
20, 2019.
The Committee anticipates that Simon Peragine will, in connection
with these chapter 11 cases and subject to bankruptcy court
orders:
a. Advise the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules and the
Bankruptcy Local Rules;
b. Assist and advise the Committee in its consultation with
the Debtors relative to the administration of these cases;
c. Attend meetings and negotiate with the representatives of
the Debtors and other parties-in-interest;
d. Assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
e. Assist and advise the Committee in connection with any
sale of the Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
f. Assist the Committee in the review, analysis and
negotiation of any chapter 11 plan(s) of reorganization or
liquidation that may be or have already been filed and assist the
Committee in the review, analysis and negotiation of the disclosure
statement accompanying any such plan(s);
g. Assist the Committee in analyzing the claims asserted
against and interests asserted in the Debtors, in negotiating with
the holders of such claims and interests, and in bringing,
participating in, or advising the Committee with respect to
contested matters and adversary proceedings, including objections
or estimation proceedings, with respect to such claims or
interests;
h. Assist with the Committee's review of the Debtors'
Schedules of Assets and Liabilities, Statements of Financial
Affairs and other financing reports prepared by the Debtors, and
the Committee's investigation of the acts, conduct, assets,
liabilities and financial condition of the Debtors and of the
historic and ongoing operation of their businesses;
i. Assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party related to, among other
things, cash collateral issues, financings, compromises of
controversies, assumption or rejection of executory contracts and
unexpired leases, and matters affecting the automatic stay;
j. Take all necessary action to protect and preserve the
interests of the Committee, including (i) possible prosecution of
actions on its behalf; and (ii) if appropriate, negotiations
concerning all litigation in which the Debtors are involved;
k. Prepare on behalf of the Committee all necessary motions,
applications, answers, orders, reports, replies, responses and
papers in support of positions taken by the Committee;
l. Appear, as appropriate, before this Court, the appellate
courts, and the United States Trustee, and protect the interests of
the Committee before those courts and before the United States
Trustee; and
m. Perform all other necessary legal services in these
cases.
Simon Peragine's hourly billing rates for bankruptcy work range
from $325 to $425 for partners, $225 for associates, and $120 for
paralegals subject to change from time to time.
Simon Peragine will seek reimbursement for actual and necessary
expenses incurred in connection with its engagement by the
Committee in these chapter 11 cases, which may include, but are not
limited to, postage, overnight mail, courier delivery,
transportation, overtime expenses, computer assisted legal
research, photocopying, outgoing facsimile transmissions, airfare,
meals and lodging. Simon Peragine will also seek in its
reimbursement request the reasonable incidental expenses incurred
by Committee members and their professionals in connection with
their service on the Committee.
Simon Peragine said a conflicts check did not reveal any connection
with the Debtors, their creditors, the United States Trustee, or
any other party in interest, or their respective attorneys or
accountants. The firm attested that it is a disinterested person
as that term is defined in section 101(14) of the Bankruptcy Code,
as modified by section 1107(b) of the Bankruptcy Code.
About Rovig Minerals
Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was
founded in 1980 in Billings, Mont., to pursue exploration and
development of mineral, oil and gas projects around the world.
On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City
Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa
Inc. filed an involuntary Chapter 11 petition against the Debtor
(Bankr. W.D. La. Case No. 19-51133). The creditors are represented
by Michael A. Crawford, Esq., at Taylor, Porter, Brooks &
Phillips.
On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a
joint stipulation to convert the involuntary to a voluntary chapter
11 and for entry of a consent order for relief pursuant to 11
U.S.C. Sec. 303(h)(1).
The case is assigned to Judge John W. Kolwe.
The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., as its bankruptcy attorneys.
An Official Committee of Unsecured Creditors appointed in the case
has retained Simon, Peragine, Smith & Redfearn, LLP, as its
counsel.
ROWLEY SOLAR: Gets Approval to Sell Assets to PowerFund for $4MM
----------------------------------------------------------------
Rowley Solar, LLC received approval from the U.S. Bankruptcy Court
for the District of Massachusetts to sell most of its assets to
PowerFund 1, LLC for $4 million.
The court approved the sale agreement and the recent modifications
to the agreement, including the replacement of the lease provided
by PowerFund 1 as part of its bid package with another lease agreed
to by the buyer and the trustees of the Maven Revocable Trust. The
new lease requires PowerFund to pay rent for 2020 within three days
after receiving permission to operate from the Town of Rowley.
Rowley Solar, the MRT trustees and Invaleon Technologies
Corporation have agreed to support PowerFund in connection with the
buyer's obtaining permission to operate from the Rowley Planning
Board and the Rowley Municipal Light Plant on condition they won't
have any obligation to incur fees or costs.
About Rowley Solar LLC
Rowley Solar, LLC is a privately held company that conducts energy
research to develop new products or processes.
Rowley Solar sought Chapter 11 protection (Bankr. D. Mass. Case No.
19-12419) on July 17, 2019. The Debtor estimated assets and
liabilities in the range of $1 million to $10 million.
Judge Frank J. Bailey is assigned to the case. The Debtor tapped
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, as its legal
counsel.
SAMSON OIL: All Four Proposals Approved at Annual Meeting
---------------------------------------------------------
The Annual General Meeting of shareholders of Samson Oil & Gas
Limited was held on Nov. 29, 2019 in Perth, Australia. At the AGM,
the sharholders: (i) re-elected Mr. Nicholas Ong as a director;
(ii) the re-elected Mr. Gregory Channon as a director; (iii)
approved, on an advisory basis, the adoption of the remuneration
report for the fiscal year ended June 30, 2019; and (iv) approved,
on an advisory basis, the compensation of the Company's named
executive officers.
About Samson Oil
Headquartered in Perth, Western Australia, Samson Oil & Gas Limited
-- http://www.samsonoilandgas.com-- is an independent energy
company primarily engaged in the acquisition, exploration,
exploitation and development of oil and natural gas properties,
primarily with a focus in Montana and North Dakota.
Samson Oil reported a net loss of $7.15 million for the fiscal year
ended June 30, 2019, compared to a net loss of $6.04 million for
the fiscal year ended June 30, 2018. As of Sept. 30, 2019, the
Company had $38.19 million in total assets, $48.51 million in total
liabilities, and a total stockholders' deficit of $10.32 million.
Moss Adams LLP, in Denver, Colorado, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Oct. 15, 2019, citing that the Company is in violation of its debt
covenants, incurred a net loss from operations, has cash outflows
from operations, and its current liabilities exceed its current
assets as of and for the year ended June 30, 2019. These
conditions raise substantial doubt about its ability to continue as
a going concern.
SCIENTIFIC GAMES: David Kennedy Resigns as Director
---------------------------------------------------
After more than ten years of dedicated service on both Scientific
Games Corporation's Board of Directors and in executive roles, as
well as decades of service to MacAndrews & Forbes Incorporated and
its portfolio companies, Mr. David L. Kennedy advised the Company
that he will resign from the Board effective Dec. 31, 2019 for
personal and family reasons. The Company deeply appreciates his
service and commitment and wishes him well.
About Scientific Games
Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries. Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.
Scientific Games reported a net loss of $352.4 million for the year
ended Dec. 31, 2018, compared to a net loss of $242.3 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, Scientific
Games had $7.91 billion in total assets, $10.03 billion in total
liabilities, and a total stockholders' deficit of $2.12 billion.
SCOTTY'S HOLDINGS: $40K Sale of Liquor License to La Diabla OK'd
----------------------------------------------------------------
Scotty's Indianapolis, LLC, an affiliate of Scotty's Holdings, LLC,
received approval from the U.S. Bankruptcy Court for the Southern
District of Indiana to sell a liquor license to Tacos A La Diabla,
LLC for $40,000.
The sale proceeds will be subject to liens, claims, interests and
encumbrances in the same manner and priority as they exist on the
date the court order was issued. Any person or entity asserting
interest in the sale proceeds or the license will have its rights
reserved to assert such interest at a later time.
The Indiana Alcohol and Beverage Commission was ordered by the
court to allow the transfer of the license pursuant to the Indiana
Code.
About Scotty's Holdings
Scotty's Brewhouse is a craft beer sports bar with 16 locations
throughout Indiana, Illinois, Ohio, Florida, and Texas. The
original Scotty's Brewhouse was opened in Muncie, Indiana in 1996.
Scotty's Holdings, LLC and its affiliates, including Scotty's
Brewhouse, filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No.
18-09243)
on Dec. 11, 2018. In the petitions signed by Berekk Blackwell,
executive manager, Scotty's Holdings estimated $1 million to $10
million in both assets and liabilities and Scotty's Brewhouse
estimated $100,000 to $500,000 in both assets and liabilities.
The Debtors hired Hester Baker Krebs LLC as bankruptcy counsel;
Quarles & Brady, LLP as special counsel; Hotta Liesenberg Saito LLP
as restructuring advisor; and JND Corporate Restructuring as
claims, noticing and balloting agent.
SEMILEDS CORP: Issues $2 Million Unsecured Promissory Notes
-----------------------------------------------------------
On Dec. 6, 2019 and on Dec. 10, 2019, Semileds Corporation issued
convertible unsecured promissory notes to each of J.R. Simplot
Company, its largest shareholder, and Trung Doan, its chairman and
chief executive officer, with a principal sum of $1.5 million and
$500,000, respectively, and an annual interest rate of 3.5%.
Principal and accrued interest will be due on demand by the Holders
on and at any time after May 30, 2021. The outstanding principal
and unpaid accrued interest of the Notes may be converted into the
Company's Common Stock based on a conversion price of $3 dollars
per share, at the option of the Holders any time from the date of
the Notes.
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com/-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SemiLEDs reported a net loss of US$3.56 million for the year ended
Aug. 31, 2019, compared to a net loss of US$2.98 million for the
year ended Aug. 31, 2018. As of Aug. 31, 2019, the Company had
US$11.66 million in total assets, US$9.87 million in total
liabilities, and US$1.79 million in total equity.
KCCW Accountancy Corp, in Diamond Bar, California, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 20, 2019, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
SFKR LLC: Seeks to Hire Uptown Business as Real Estate Broker
-------------------------------------------------------------
SFKR, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Texas to hire a real estate broker.
In an application filed in court, the Debtor proposes to employ
Uptown Business Brokers to assist in the sale of its real
properties located in and around the area of Tyler, Texas.
The firm will get a commission of up to 6 percent of the gross
sales price payable upon the closing of the sale.
Alice Williams, a broker employed with Uptown Business Brokers,
disclosed in court filings that the firm does not represent any
interest adverse to the Debtor's bankruptcy estate.
About SFKR LLC
SFKR, LLC, a privately held company in Tyler, Texas, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Texas Case No. 19-60674) on Oct. 1, 2019. At the time of the
filing, the Debtor had estimated assets of less than $50,000 and
liabilities of between $1 million and $10 million.
The case is assigned to Judge Bill Parker. The Debtor tapped Eric
A. Liepins, P.C. as its legal counsel.
SHEET METAL WORKS: Richards Brandt Approved as Bankr. Counsel
-------------------------------------------------------------
Sheet Metal Works, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Utah to employ the law
firm of Richards Brandt Miller Nelson as its counsel.
The Debtor requires the assistance of bankruptcy counsel to advise
the Debtor regarding its obligations and the requirements of the
Bankruptcy Code, and to represent the Debtor in negotiations with
respect to issues of cash collateral, payment of pre-petition debt,
executory contracts, avoidance actions, preference actions,
preparation of bankruptcy schedules and statement of financial
affairs and any required amendments, preparation of a disclosure
statement and plan of reorganization, and all other legal issues
that may arise in the course of this bankruptcy proceeding.
The normal hourly billing rates for professionals at Richards
Brandt at the time of this application are $320.00 for lead
counsel, $185.00 for associates, and $170.00 for
para-professionals. It is anticipated that Richards Brandt will
seek compensation based on its normal hourly rates in connection
with legal services and also reimbursement of actual, necessary
out-of-pocket costs incurred.
Richards Brandt attests that it (a) does not represent or hold any
interest adverse to the Debtor or the estate, (b) has not and does
not represent any of the known creditors of the estate or
parties-in-interest and (c) does not represent any other party in
interest adverse to the estate, including the United States Trustee
or any person employed in the office of the United States Trustee.
The firm may be reached at:
Adam S. Affleck, Esq.
John E. Keiter, Esq.
RICHARDS BRANDT MILLER NELSON
111 East Broadway, Suite 400
Salt Lake City, UT 84111
Tel: (801) 531-2000
Fax: (801) 532-5506
Email: adam-affleck@rbmn.com
john-keiter@rbmn.com
About Sheet Metal Works Inc.
Sheet Metal Works Inc. is a ventilating contractor in Salt Lake
City, Utah.
Sheet Metal Works Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Utah Case No. 19-28320) on November 8, 2019. The Hon.
Joel T. Marker oversees the case.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Ralph C.
Montrone, president.
The Debtor is represented by Adam S. Affleck, Esq. and John E.
Keiter, Esq. at Richards Brandt Miller Nelson.
SOUTHERN LIVING: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Southern Living for Seniors of Burnsville NC, LLC
302 W.I. Parkway
Dallas, GA 30132
Business Description: Southern Living for Seniors of Burnsville
NC, LLC owns and operates an assisted living
facility.
Chapter 11 Petition Date: December 14, 2019
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 19-42896
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eight Street, NE
Atlanta, GA 30309
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Mark Simons, member and
manager.
A copy of the petition containing, among other items, a list of the
Debtor's six unsecured creditors is available at
https://is.gd/1dIVin from PacerMonitor free of charge.
SPORTCO HOLDINGS: Plan of Liquidation Declared Effective
--------------------------------------------------------
SportCo Holdings, Inc., et al.'s Fourth Amended Joint of Plan of
Liquidation became effective on November 21, 2019. The Plan was
fully consummated. All conditions precedent to the effectiveness
of the Plan occurred or were waived in accordance with its
provisions.
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Plan on November 6, 2019. Pursuant to the Confirmation Order,
the provisions of the Plan are binding on the Debtors, the Holders
of Claims, and the Holders of Equity Interests, and their
respective successors and assigns.
Holders of Professional Claims and Administrative Expense Claims
arising after October 9, 2019, must file requests for the payment
of their respective Administrative Expense Claims on or before
December 21, 2019, or be forever barred from asserting such
Administrative Expense Claims against the Debtors or their
Estates.
About SportCo Holdings
United Sporting Companies, Inc., was founded in 1933 under the name
Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in
2009 and formally changing its name to United Sporting Companies,
Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies
are marketers and distributors of a broad line of products and
accessories for hunting and shooting sports, marine, camping,
archery, and other outdoor activities.
The companies' product line of over 55,000 SKUs includes firearms,
reloading, marine electronics, trolling motors, optics, cutlery,
archery equipment, ammunition, leather goods, camping equipment,
sportsman gifts, and a variety of other outdoor sporting goods
products. The companies carry the major brands in the outdoor
sports industry, including Remington, Ruger, Browning, Winchester,
Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory,
Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance,
Federal, CCI, Taurus, and Leupold. The companies employ 321 people.
SportCo, a Delaware corporation, is a holding company with no
business operations.
SportCo Holdings, Inc. and its affiliates, including United
Sporting Companies, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299)on June 10,
2019. At the time of the filing, SportCo listed less than $50,000
and liabilities between $100 million and $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped McDermott Will & Emery LLP as their bankruptcy
counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC
as restructuring advisor; BMC Group, Inc. as notice and claims
agent; and Wilson Kibler, Inc., as real estate broker.
Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Lowenstein Sandler LLP, as counsel, and Morris James LLP, as
co-counsel.
STONEMOR PARTNERS: Settles with SEC Over Alleged Violations
-----------------------------------------------------------
StoneMor Partners L.P. and its General Partner Stonemor GP, LLC
have entered into a settlement agreement with the Securities and
Exchange Commission with respect to alleged violations of the
reporting, books and records, internal accounting controls and
related provisions of the federal securities laws that occurred
prior to 2017 under the Partnership's former management team.
Pursuant to the terms of the Settlement, which resolved the matters
that were the subject of the previously reported investigation by
the SEC's Enforcement Division, and without admitting or denying
the findings in the Settlement: (i) the Partnership and the General
Partner consented to a cease and desist order with respect to
violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the
Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder, and (ii) the General Partner agreed to pay
a civil penalty of $250,000, which will be paid with the proceeds
of an intercompany loan.
On Dec. 11, 2019, in connection with the Settlement with the SEC,
StoneMor Partners L.P., Stonemor GP, StoneMor GP Holdings LLC, a
Delaware limited liability company and the sole member of the
General Partner, and Hans Merger Sub, LLC, a Delaware limited
liability company and wholly owned subsidiary of the General
Partner, entered into an amendment of the previously disclosed
Merger and Reorganization Agreement dated Sept. 27, 2018. Pursuant
to the terms of the Merger Agreement, among other things, the
General Partner will convert from a Delaware limited liability
company into a Delaware corporation to be named StoneMor Inc. and
Merger Sub will merge with and into the Partnership with the
Partnership surviving and with the Company as its sole general
partner.
Pursuant to the Third Amendment to Merger Agreement, the parties
agreed to reduce the shares of Common Stock which GP Holdings will
be entitled to receive in the Merger by a number equal to $250,000
divided by the volume weighted average closing price of the
Partnership's common units for the ten trading days ending on the
first business day before closing of the Merger.
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 321 cemeteries and 89
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
StoneMor reported a net loss of $72.70 million for the year ended
Dec. 31, 2018, compared to a net loss of $75.16 million for the
year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had
$1.73 billion in total assets, $1.77 billion in total liabilities,
$57.50 million in total redeemable convertible preferred units, and
a total partners' deficit of $104.02 million.
* * *
As reported by the TCR on Feb. 14, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.
As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed
its 'CCC+' issuer credit rating on StoneMor Partners L.P. The
outlook remains negative. S&P said, "The rating affirmation
reflects our view that despite the removal of near term maturities
and sufficient liquidity over the next twelve months, we continue
to view StoneMor's capital structure as unsustainable in the long
term given our projection for persistent free cash flow deficits."
SUNESIS PHARMACEUTICALS: Signs License Agreement with Denovo
------------------------------------------------------------
To facilitate the outlicensing of vosaroxin to Denovo Biopharma
LLC, on Dec. 6, 2019, Sunesis Pharmaceuticals, Inc. and Sumitomo
Dainippon Pharma Co., Ltd., entered into an agreement to terminate
a certain license agreement dated Oct. 14, 2003 and assign to
Sunesis certain data, information, know-how, and patents relating
to vosaroxin and related compounds. Sunesis will make a one-time
payment to Sumitomo Dainippon Pharma in the amount of $150,000 in
connection with the Termination and Assignment Agreement.
On Dec. 6, 2019, Sunesis and Denovo entered into a license
agreement for vosaroxin pursuant to which Sunesis is eligible to
receive an upfront payment, up to $57.0 million in regulatory and
commercial milestones, and double-digit royalties on future sales
of vosaroxin.
On Dec. 6, 2019, Sunesis entered into an amended revenue
participation agreement with RPI Finance Trust, dated March 29,
2012, to modify the consideration Sunesis will pay RPI to a fixed
percentage of all future vosaroxin-related consideration received
rather than the previous revenue participation rights payments.
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com-- is a biopharmaceutical company developing
novel targeted inhibitors for the treatment of hematologic and
solid cancers. Sunesis has built an experienced drug development
organization committed to improving the lives of people with
cancer. The Company is focused on advancing its novel kinase
inhibitor pipeline, with an emphasis on its oral non-covalent BTK
inhibitor vecabrutinib. Vecabrutinib is currently being evaluated
in a Phase 1b/2 study in adults with chronic lymphocytic leukemia
and other B-cell malignancies that have progressed after prior
therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, 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 from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNEX INTERNATIONAL: Sale of Domestic Assets to Sun Windows OK'd
----------------------------------------------------------------
Sunex International, Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to sell its
domestic assets to Sun Windows & Doors, LLC.
Sun Windows will pay Sunex the sum of $200,000 and will provide a
post-petition loan of up to $90,000 to the company, which will be
waived and otherwise deemed fully satisfied subject to, and as of,
the sale closing. The buyer will also pay the sum of $60,000 on
account of attorneys' fees and costs.
The sale of the domestic assets is "free and clear" of interests.
Any such interests will attach to the net proceeds of the sale
after payment of all closing costs pending the allowance or
disallowance of such interests, according to the bankruptcy court's
order.
About Sunex International
Founded in 1985, Sunex International --http://www.sunexintl.com/--
is a supplier of architectural products and complete turn-key
building materials for builders, architects, and designers
throughout the Caribbean and South Florida.
Pompano Beach, Fla.-based Sunex International, Inc. filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 2019.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Raymond B. Ray oversees the case. Michael D. Seese, Esq., at
Seese P.A., is the Debtor's bankruptcy counsel.
SWINGING TAIL: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: Swinging Tail Cattle Co., Inc.
9327 Old Lumberton Road
Evergreen, NC 28438
Business Description: Swinging Tail Cattle is a privately held
company in the agricultural production,
farms, and livestock industry.
Chapter 11 Petition Date: December 12, 2019
Court: United States Bankruptcy Court
Eastern District of North Carolina
Case No.: 19-05701
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: David J. Haidt, Esq.
AYERS & HAIDT, PA
PO Box 1544
307 Metcalf Street
New Bern, NC 28563
Tel: 252-638-2955
E-mail: davidhaidt@embarqmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jacqueline W. Lennon, president.
A copy of the petition containing, among other items, a list of the
Debtor's 11 unsecured creditors is available at PacerMonitor at
https://is.gd/J9WD7s at no extra charge.
TAPSTONE ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based exploration and production company Tapstone Energy LLC
to 'D' from 'CCC+'. In addition, S&P lowered its issue-level
ratings on the company's 9.75% senior unsecured debt to 'D' from
'CCC+'.
On Dec. 2, 2019, Tapstone Energy LLC failed to make an interest
payment on its 9.75% senior unsecured notes due 2022. If the
company does not make the payment within the 30-day grace period
this will constitute an event of default under the bond indenture
and the credit agreement.
TEXAS CAPITAL: S&P Alters Outlook to Positive on Merger Plan
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on Texas
Capital Bancshares, Inc. (TCBI) and its 'BBB-' issuer credit rating
on its primary bank subsidiary, Texas Capital Bank N.A. (TCB). At
the same time, S&P revised the outlooks on the long-term ratings to
positive from stable on both entities.
S&P does not have a rating on Independent Bank Group Inc. or any of
its subsidiaries.
S&P's outlook revision on TCBI primarily reflects the rating
agency's view that the various benefits of the planned merger could
outweigh any operational and integration risks that accompany such
a transformative merger over the next two years. Specifically, S&P
expects the merger to broaden TCBI's loan and deposit
diversification, extend product offerings beyond traditional
commercial lending, and improve its revenue mix, though to a more
limited extent." The merger should also improve TCBI's scale and
competitive market position within Texas and very modestly improve
geographic diversification, notably in Colorado.
Following the merger, the name of the combined holding company will
be Independent Bank Group Inc. (IBTX), and the operating name of
the combined bank will be Texas Capital Bank in Texas and
nationally while remaining Independent Financial in Colorado. The
company expects the merger to close in mid-2020. The merged entity
will have over $48 billion in total assets (a sizable 45% increase
from TCBI's stand-alone assets of $33.5 billion as of Sept. 30,
2019), $36 billion in loans, and $39 billion in deposits. The
company expects to achieve about $100 million in annual run-rate
pretax cost savings and expects one-time merger expenses of
approximately $180 million pretax.
S&P Global Ratings' positive outlook on TCBI incorporates its
expectation that the announced merger could result in some business
and financial benefits, combined with its expectation that the
company will maintain its track record of good earnings and solid
credit quality with relatively stable capital ratios at least over
the next two years.
"We could raise the ratings over the next two years if the company
demonstrates relatively conservative business and financial
strategies while further diversifying its loan and deposit mix. We
would also positively view a significant increase in its proportion
of noninterest revenue. The merged company would also need to
maintain low credit losses and exhibit financial performance in
line with higher-rated peers to merit an upgrade," S&P said.
"Conversely, we could revise the outlook to stable over the next
two years, which we view as less likely, if the merged company
embarks on riskier strategies -- such as further acquisitions or
high loan growth -- or if significant merger integration issues
arise. We could also revise the outlook to stable if we expect
TCBI's credit quality to deteriorate substantially, if energy or
construction loan portfolios increase meaningfully as a proportion
of total loans, or if the Texas economy weakens significantly," the
rating agency said.
THINK FINANCE: Exits Chapter 11 Bankruptcy Protection
-----------------------------------------------------
On Dec. 7, 2019, the business operations of Think Finance, LLC and
its subsidiaries emerged from Chapter 11 bankruptcy proceedings as
reorganized entities following approval of their joint Chapter 11
plan by the United States Bankruptcy Court for the Northern
District of Texas. As part of the ruling, the Think Finance
entities resolved all governmental and private lawsuits and claims
against them. The reorganized business will operate as new
subsidiaries of TF Holdings, Inc.
Think Finance was founded in 2001 and quickly became a software and
financial services innovator by making one of the first online
loans. The company provided online lenders with loan origination,
underwriting, and loan management products. In 2014, the company
split into two independent companies as part of a larger growth
strategy.
"It's been a long two years waiting to finalize our exit from
bankruptcy proceedings," said Martin Wong, CEO of TF Holdings. "The
restructuring was complicated and involved the settlement of
multiple class action and regulatory claims that we vigorously
fought. Throughout the ordeal, we have steadfastly maintained that
we have conducted our business in compliance with law. I am
pleased that we were able to work our way through it and exit
bankruptcy with core assets including our technology and personnel
intact. We will emerge a materially stronger and more competitive
company with this behind us."
With this milestone, TF Holdings and its subsidiaries will be able
to grow their offerings with cutting edge credit and financial
wellness tools.
"TF Holdings will continue the legacy started by Think Finance 18+
years ago, and this will be reflected in our best-in-class product
offerings and commitment to being a market leader," Mr. Wong noted.
"We look forward to furthering our mission to serve consumers and
lenders with the best technology solutions."
About TF Holdings Inc.
TF Holdings, Inc. -- https://tfholdingsinc.com/ -- through its
subsidiary companies provides credit and financial wellness tools
to consumers, and licenses loan origination, risk underwriting and
loan management software to lenders. The company's businesses
serve consumers and lenders with a portfolio of innovative
products, including Jora Credit, Echo Credit, iQ Decision Engine
and the Cortex loan management platform. TF Holdings, Inc. is
based in Irving, Texas, and backed by prominent venture capital
firms Sequoia and Technology Crossover Ventures.
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate more than 2 million loans enabling
them to put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017. Think Finance was estimated to have assets of $100 million
to $500 million and debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal North America, LLC as financial advisor; and American Legal
Claims Services, LLC, as claims and noticing agent.
On Nov. 2, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Cole Schotz P.C. is the
Committee's bankruptcy counsel.
THOR INDUSTRIES: S&P Raises Secured Term Loan Rating to 'BB+'
-------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Thor Industries
Inc.'s senior secured term loan due 2026 to 'BB+' from 'BB' and
revised its recovery rating on the loan to '2' from '3' due to the
company's material debt repayment through Dec. 6, 2019.
The '2' recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 70%) recovery for lenders in the event
of a payment default. Incorporating debt repayment, the company's
term loan is comprised of a $995 million tranche and a EUR613
million tranche. The company has repaid about $400 million of term
loan debt since its acquisition of Erwin Hymer Group closed in
February 2019, which has increased the recovery prospects for its
term loan lenders. S&P'su outlook on the 'BB' issuer credit rating
on Thor remains negative because the rating agency expects the
current RV industry inventory correction will moderate but continue
into 2020.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's issue-level rating on the company's senior secured term
loan due 2026 is 'BB+'. The term loan is comprised of an
approximately $995 million tranche and a EUR613 million tranche
(equivalent to approximately $683 million). Both tranches of the
term loan have a claim to the same collateral package. The '2'
recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 70%) recovery for lenders in the event
of a payment default.
-- The term loan is secured by substantially all assets of the
loan parties, which are defined as Thor Industries Inc. and its
direct and indirect wholly owned domestic subsidiaries. The liens
securing the term loan are first-priority for all collateral, other
than the asset-based lending (ABL) priority collateral, and
second-priority for the ABL priority collateral.
-- S&P does not rate the ABL facility, which has a commitment
equivalent to $750 million.
-- The term loan and ABL facility amounts are based on the
company's reported financial statements as of Dec. 6, 2019.
-- S&P's simulated default scenario contemplates a default
occurring in 2024 because of a substantial decline in cash flow due
to a prolonged economic downturn and a decline in the availability
of consumer credit, the combination of which significantly reduces
demand for the company's RVs.
-- S&P assumes a reorganization following the default and use a 6x
emergence EBITDA multiple to value the company.
-- Because there is a euro-denominated tranche in the term loan,
S&P may periodically adjust its assumed EBITDA at emergence and
debt exposure at default for any material changes in currency
exchange rates.
Simulated default assumptions
-- Simulated year of default: 2024
-- Emergence EBITDA: $311 million
-- EBITDA multiple: 6x
-- ABL facility: 60% drawn at default
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.8
billion
-- Obligor/nonobligor valuation split: 80%/20%
-- Estimated priority claims (ABL facility and real estate-related
other debt): $554 million
-- Value available to secured term loan B claims: $1.2 billion
-- Estimated secured term loan claims: $1.7 billion
-- Recovery expectations: 70%-90% (rounded estimate: 70%)
Note: All debt amounts include six months of prepetition interest.
THURSTON MANUFACTURING: Gets Approval to Sell Thurston Property
---------------------------------------------------------------
Thurston Manufacturing Co. received approval from the U.S.
Bankruptcy Court for the District of Nebraska to sell its real
property located at 104 North 5th St., Thurston, Neb.
The property will be sold to a certain Diane Dohram for $16,500
"free and clear" of all interests.
The company will remit the proceeds of the sale to the Village of
Thurston, a secured lienholder, in full satisfaction of its lien on
the property. In exchange, the Village of Thurston will release
its lien upon receipt of the sale proceeds.
About Thurston Manufacturing Co
Thurston Manufacturing Co., a company based in Thurston, Neb.,
filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on
Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. The Hon. Shon Hastings oversees the case. Elizabeth
M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy
counsel.
TPC GROUP: S&P Puts 'B' ICR On Watch Neg. After Facility Explosion
------------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Houston-based TPC
Group Inc., including its 'B' issuer credit rating and its 'B'
issue-level rating on its senior secured debt, on CreditWatch with
negative implications.
The CreditWatch placement follows the explosion at TPC Group's Port
Neches operations facility that occurred on Nov. 27, 2019. The Port
Neches facility processes Crude C4 into Butadiene, B1, and
Raffinate and the plant accounts for 50% of the company's C4
processing volume and 17% of its U.S. Butadiene capacity.
Management doesn't expect to see any production from this site
until at least 2021.
CreditWatch
The CreditWatch negative placement indicates that there is a
one-in-two likelihood S&P will lower its rating on TPC in the next
90 days.
S&P intends to resolve the CreditWatch as soon as it receives
further clarity around the company's insurance proceeds from the
explosion at its Port Neches site. S&P would likely lower its
rating if TPC's insurance proceeds are significantly lower than the
rating agency expected or if the company's payments are
significantly delayed, leading to liquidity constraints.
"We could also lower our ratings if the company faces litigation or
other costs that exceed its insurance coverage. Alternatively, we
could maintain our ratings on TPC if its insurance proceeds cover
the earnings we previously forecasted for its C4 processing and are
paid out in a timely manner," S&P said.
TRADE GLOBAL: Visible Supply Chain Management Acquires Business
---------------------------------------------------------------
Visible Supply Chain Management, an industry leader in shipping and
fulfillment services for small to midsize businesses, on Dec. 12,
2019, disclosed that it has purchased the assets of Cincinnati-area
Trade Global out of bankruptcy and has elected to continue
operating the business. Based in West Chester, Ohio, the company
filed for bankruptcy protection in September after its debt burden
became unserviceable. Trade Global joins the Visible family of
companies and will adopt the parent company name.
The acquisition will protect more than 350 local jobs immediately,
as Visible is retaining these positions for the new Visible
operation going forward. Members of Trade Global's leadership team
will remain with the company to ensure continuity for customers,
vendors and employees.
"Because our focus is always on our customers' business success,
expanding our capabilities to Ohio and beyond means we are creating
new possibilities for our clients,"said Casey Adams, president of
Visible. "We've been interested in Trade Global's excellent client
base and track record of success with high SKU e-commence
fulfillment for nearly a year but were unable to move forward given
its difficult financial situation."
As an end-to-end e-commerce solutions provider, Trade Global has
served its customers for years with services including fulfillment,
logistics and other supply chain and e-commerce functions. The
company's Ohio location creates synergies for new and existing
business customers, as well as new markets for Visible.
"Visible continually seeks opportunities to grow in ways that
increase our value to our customers," said Jared Starling, CEO of
Visible. "We are especially excited to work with the highly
qualified Trade Global team. They will be integral to our success,
as well as ensuring a seamless transition."
The acquisition of Trade Global follows on the heels of Visible
winning multiple industry and business awards in 2019 including the
#919 spot on the Inc 5000, Utah's 3rd Fastest Growing Company on
the Utah Business Magazine Fast 50 List, the #10 spot on the
MountainWest Capital Network 2019 Top Revenue Growth Companies, the
regional EY "Entrepreneur of the Year" award in distribution and
manufacturing and inclusion as a national finalist in the EY
Entrepreneur of the Year Awards.
About Visible Supply Chain Management
Since 1992, Visible Supply Chain Management has provided customized
solutions for B2B and B2C organizations. With comprehensive
services in e-commerce, direct sales, direct response and
omnichannel, Visible can design effective strategies for clients
that include transportation, logistics, brokerage, fulfillment and
even custom packaging solutions.
TROIANO TRUCKING: May Continue Cash Collateral Use Until Dec. 19
----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Troiano Trucking, Inc., and
its debtor-affiliate to use cash collateral in accordance with the
terms set forth in the Fifth Order and up to the amounts and for
the purposes set forth in the budget, through and including Dec.
19, 2019.
As adequate protection for the Debtor's use of cash collateral:
(a) All parties asserting a security interest in the assets
of the Debtor are granted replacement lien in and to all property
of the kind presently securing the Debtor's obligations to the
secured parties, but only to the extent of the validity,
perfection, priority, sufficiency and enforceability of the secured
parties' prepetition security interests. Said liens will be
recognized to the extent of any diminution of the value of the
collateral resulting from the use of cash collateral pursuant to
the Fourth Order and will specifically not extend to any
post-petition avoidance recoveries.
(b) The Debtor will continue to both maintain its assets and
equipment and maintain insurance on its assets and equipment.
(c) The Debtor will supply Avidia Bank and any other secured
party requesting same a copy of all operating statements filed with
the U.S. Trustee simultaneously with submission of the financial
statements to the U.S. Trustee and a weekly report of receipts and
disbursements.
A further evidentiary hearing on the Cash Collateral Motion is
scheduled for Dec. 19, 2019 at 3:00 p.m. Objections to the
continued use of cash collateral will be due on Dec. 18 at 4:30
p.m.
About Troiano Trucking
Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a
privately held company in Grafton, Mass., in the waste hauling
business. The company maintains a fleet of four trucks, which
allows it to service its customers with removal of bakery waste,
rubbish, demolition materials and recyclables. It serves
construction companies, roofing companies, bakeries and individual
home owners.
Troiano Realty, LLC, is a real estate lessor whose principal assets
are located at 109 Creeper Hill Road, North Grafton, Mass. The
property is valued at $1.48 million based on tax valuation
assessment method.
Troiano Trucking and Troiano Realty sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656)
on April 23, 2019. At the time of the filing, Troiano Trucking was
estimated to have assets and liabilities of between $1 million and
$10 million. Troiano Realty disclosed $1,485,000 in assets and
$4,220,210 in liabilities.
UFS HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed the 'B-' issuer credit rating on UFS
Holdings Inc.
At the same time, S&P affirmed the 'B' issue-level ratings on the
company's revolver and first-lien term loan, and the 'CCC'
issue-level rating on the company's second-lien term loan. The
respective recovery ratings are unchanged at '2' (rounded estimate:
70%) and '6' (rounded estimate: 5%)."
S&P revised its outlook to negative from positive. The negative
outlook reflects both the higher-than-expected leverage and S&P's
belief that UFS will have headroom of less than 10% over the next
several quarters on its first-lien leverage covenants, despite the
company amending the covenants in its first- and second-lien credit
agreements this year. Given UFS' small size, it is especially
susceptible to both raw material cost and demand movements, and any
small movement in earnings can drastically swing leverage. In its
base case, S&P assumes the company will meet covenants with very
little cushion, but recognize there is no room under covenants for
further declines in earnings or unexpected operating setbacks.
The negative outlook reflects the risk that tight covenants and
weaker-than-expected operating performance will limit UFS' ability
to reduce leverage and maintain compliance over the next 6-12
months. While S&P expects UFS to meet its total leverage covenant
over that period, there is very minimal cushion, and adverse market
conditions or operational issues could result in a violation. S&P's
rating considers that the credit agreements contain an equity cure
provision, which it would expect the company to use if needed. At
the current rating, the rating agency expects FFO to debt of 6%-8%
and S&P-adjusted debt to EBITDA above 6x. Its base case assumes the
company prioritizes discretionary cash flow to maintain liquidity
and does not fund acquisitions or shareholder rewards with debt.
"We could lower the ratings if we believe there is increased
likelihood the company will violate its covenants during the next
12 months or if it generates materially negative free cash flow.
Additionally, we could lower the ratings because of continued
weakness in its end markets, or if raw material prices spike
unexpectedly and the company has limited ability to pass along
increases in a timely manner. We could lower the rating if leverage
becomes unsustainable at low-single–digit percentage FFO to debt
and approaching double–digit debt to EBITDA. We believe
liquidity-related risk is more likely to lead to a downgrade than
unsustainably high leverage over the next 12 months," S&P said.
"We could revise the outlook to stable over the next 12 months if
the company improves its liquidity position, through renegotiating
its covenants with lenders through maturity or improving operating
performance so that UFS has at least a 15% cushion to the total
leverage covenant throughout our projections. Improved operating
performance could also result from stronger-than-expected demand in
the apparel business or improved carpet or automotive end markets.
We could raise the rating if the company expands its earning base
such that fluctuations do not materially move leverage, but we
believe this is unlikely over the next 12 months," the rating
agency said.
VECTOR LAUNCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Vector Launch Inc. (Lead Case) 19-12670
350 S Toole Avenue
Tucson, AZ 85701
Garvey Spacecraft Corporation 19-12671
15261 Connector Ln.
Huntington Beach, CA 92649
Business Description: Vector -- https://www.vector-launch.com/ --
is a space technology that develops rockets
and satellite computing technology. Vector
maintains engineering and software
development facilities in California and
fabrication and research facilities in
Arizona. Vector is the parent of Garvey and
owns 100% of Garvey's equity interests.
Vector, which was formed as a Delaware
corporation in 2016, is the primary
operating entity and since 2016 has been
the only Debtor entity with significant
operations or assets.
Chapter 11 Petition Date: December 13, 2019
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. John T. Dorsey
Debtors' Counsel: Elihu E. Allinson, III, Esq.
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
E-mail: zallinson@sha-llc.com
- and -
Hugh M. Ray, III, Esq.
Jason S. Sharp, Esq.
William Hotze, Esq.
PILLSBURY WINTHROP SHAW PITTMAN LLP
2 Houston Center
909 Fannin Street, Suite 2000
Houston, Texas 77010-1028
Tel: (713) 276-7600
Fax: (713) 276-7673
E-mail: hugh.ray@pillsburylaw.com
jason. sharp@pillsburylaw.com
william.hotze@pillsburylaw.com
Debtors'
Claims,
Noticing Agent
and
Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
https://dm.epiq11.com/case/VEC/info
Vector Launch's
Estimated Assets: $10 million to $50 million
Vector Launch's
Estimated Liabilities: $1 million to $10 million
Garvey Spacecraft's
Estimated Assets: $0 to $50,000
Garvey Spacecraft's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Shaun Martin, chief restructuring
officer.
Full-text copies of the petitions are available for free at
PacerMonitor:
https://is.gd/zs5jWp
https://is.gd/iSdO4k
List of Vector Launch's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Valcor Aerospace Trade $1,066,268
Attn: Larry Wismer
2 Lawrence Road
Springfield, NJ 07081
Contact: Larry Wismer
Tel: 951-500-3795
Fax: 973-467-8382
Email: larrywismer@valcor.com
nicole.chandler@valcor.com
2. BBridge Capital I, LP Convertible Note $450,000
PMB 29, Box 10001 Holder
Saipan 96950
MP
Contact: President or
General Counsel
Tel: 670-322-2222
Email: info@bccnmi.com
3. Expanding TFO I, LP Convertible $300,000
600 California Street Note Holder
11th Floor
San Francisco, CA 94109
Contact: Leonardo Salgado
Tel: 415-606-9209
Email: info@xcap.vc
4. Cimmaron Composites Trade $298,472
Attn: Tom Delay
4912 Moores Mill Road
Huntsville, AL 35811
Tel: 256-851-5077
Fax: 256-705-1487
Email: info@cimarroncomposites.com
5. M4 Engineering Inc. Trade $249,830
Myles Baker, Michelle Darlington
4020 Long Beach Blvd
Long Beach, CA 90807
Tel: 562-981-7792 x 221
Email: myles.baker@m4-engineering.com;
mdarlington@m4-engineering.com
6. Broadmont Associates Litigation $175,000
6160 Fast Broadway Blvd
Tucson, AZ 85711
Contact: Robert Draper
Tel: 520-747-8000
Email: buckorily@prodigy.net
7. Rincon Etal Investments Litigation $175,000
6160 East Broadway Blvd
c/o Robert Draper
Tucson, AZ 85711
Contact: Robert Draper
Tel: 520-747-8000
Email: robd@orielly.com;
robert.draper@orielly.com
8. Gregory Loboda Wage and $165,061
17712 Stanfield Circle Severance
Huntington Beach, CA 92649
Contact: Gregory Loboda
Tel: 413-265-3305
Email: gregloboda@gwiz.tech
9. AAE Aerospace Trade $158,799
Attn: Monica Gonzalez
5382 Argosy Avenue
Huntington Beach, CA 92649
Tel: 714-898-9951
Email: monicagonzalez@aaeaerospace.com
10. Robert Cleave Severance $140,000
1047 San Carlos Avenue
Half Moon Bay, CA 94019
Tel: 650-728-7842
Email: robert@cleave.net
11. John Metzger Severance $132,500
1365 Harriet Avenue
Campbell, CA 95008
Tel: 408-888-1358
Email: johnemetzger@att.net
12. Gregg Ammirati Severance $125,000
1005 Dakota Dr
Woodstock, IL 60098
Tel: 312-550-5173
Email: greg.ammirati@sbcglobal.net
13. Perry Frahm Severance $125,000
7971 N Wade Springs Dr
Tucson, AZ 85743
Tel: 520-401-8537
Email: frahmph@comcast.net
14. Gas Innovations Trade $106,121
Attn: Jack McCulloch
18005 Highway 225
La Porte, TX 77571
Tel: 281-471-2200
Fax: 281-471-2201
Email: jack@gasinnovations.com
15. Dorandez, LLC Convertible $100,000
Carlos Fernandez Note Holder
801 Douglas Ave
Douglas, ZA 85607
Tel: 520-364-6490
Email: half_4@hotmail.com
16. Douglas Nelson Severance $100,000
6710 N. Mamaronick Dr.
Tucson, AZ 85718
Tel: 520-631-4989
Email: dwardnelson@aol.com
17. Martin Fox Convertible $100,000
6050 S Country Club Rd Note Holder
Ste 180
Tucson, AZ 85706
Tel: (520) 547-0921
Email: martyfox5@gmail.com
18. Paul Deherrera Convertible $100,000
5208 N Foothills Dr, Note Holder
Tucson, AZ 85718
Tel: 303-693-2349
Email: pde4115@gmail.com
19. Praxair Trade $95,548
Dept LA 21511
Pasadena, CA 91185-1511
Contact: Amanda Hull
Tel: 661-948-8508
Fax: 800-266-4369
Email: amanda_hull@praxair.com
20. CIP Real Estate Property Property Lease $77,271
Services
Attn: Terry
19762 McArthur Blvd 300
Irvine, CA 92612
Contact: Terry Elia
Fax: 949-474-2101
Email: telia@ciprealestate.com
VIDANGEL INC: Trustee Wants to Enter VOD-SVOD License Agreement
---------------------------------------------------------------
George Hofmann, in his capacity as Chapter 11 Trustee of VidAngel,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Utah to enter into an Exclusive License Agreement with
The Chosen, LLC for the licensing of certain physical media,
video-on-demand and subscription-video-on-demand content related to
the work or series of works titled "The Chosen" -- the Chosen
Series.
Sometime in February 2018, the Debtor reached an agreement with
Licensor to be an exclusive and non-exclusive licensee of certain
of the Licensed Materials. The Original License Agreement did not
include an agreement relating to the physical media (e.g., DVDs) of
the Chosen Series. However, through a series of informal
communications, the Debtor and Licensor also reached informal terms
regarding the licensing of the physical media.
Although the Debtor was a debtor-in-possession in bankruptcy as of
the date of the Original License Agreement, the Debtor did not seek
Court approval of the Original License Agreement. While the
Original License Agreement was not disclosed to the Court, at least
in a formal manner, the Original License Agreement was publicly
disclosed in Securities and Exchange Commission filings by
Licensor. The Debtor owes Licensor approximately $193,972 as of
Nov. 25, 2019, pursuant to the terms of the Original License
Agreement.
Upon his discovery and review of the Original License Agreement,
the Trustee determined that it would be in the best interest of the
Debtor’s estate to renegotiate the Original License Agreement, in
particular, to include and formalize the agreement relating to the
physical media. Furthermore, the Trustee concluded it would be in
the best interests of the estate to broaden the scope of the
Original License Agreement to encompass international distribution
rights.
In general, the proposed Amended Agreement provides the Debtor with
certain exclusive and non-exclusive domestic and international
rights related to the Licensed Materials. With respect to
compensation, 25% of all gross video-on-demand (VOD) receipts will
be applied to marketing the Debtor's products and services,
including the Licensed Materials. Licensor will be paid a
guaranteed minimum of 40% of the net VOD profit attributable to the
Licensed Materials. Licensor will also be paid 70% of net physical
media profits and the remaining 30% of net physical media profits
will belong to the Debtor. Licensor will be paid 70% of the net
"other physical goods" profits and the remaining 30% of net "other
physical goods" profits will belong to the Debtor.
About VidAngel Inc.
Based in Provo, Utah, VidAngel, Inc., is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle &
Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker
Marquart LLP, and Stris & Maher LLP as special counsel; Call &
Jensen, P.C., as special counsel; and Tanner LLC as auditor and
advisor. The Debtor also hired economic consulting expert Analysis
Group, Inc.
VISKASE COMPANIES: Moody's Alters Outlook on B3 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service changed Viskase Companies, Inc. outlook
to negative and affirmed the company's B3 Corporate Family Rating,
B3-PD Probability of Default Rating (PDR) and B3 senior secured
term loan rating. Moody's downgraded Viskase's speculative grade
liquidity to SGL-4 from SGL-3.
The negative outlook reflects Viskase's imminent need to address
the upcoming January 2021 maturity of its revolving credit facility
and term loan at a time when the company is constrained by
weakening earnings and free cash flow. Viskase faces a challenging
turnaround with volume declines and pricing and cost pressure,
which combined with high working capital usage led to negative free
cash flow of $25 million in last twelve months to September 2019.
The results in part reflect the operational challenges at Viskase's
US manufacturing plants and ongoing restructuring at its European
operations, but Moody's believes that the company's earnings and
cash will remain pressured over the next 12-18 months amid the
highly competitive environment.
Moody's nevertheless affirmed the ratings based on an expectation
that execution of the restructuring initiatives and management's
increased focus on working capital management will help reduce the
earnings erosion and support a return to positive free cash flow.
The affirmation also reflects Moody's expectation that the company
will be able to refinance its debt on acceptable terms aided by the
equity value and demonstrated support from the majority owner Icahn
Enterprises L.P..
Affirmations:
Issuer: Viskase Companies, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured Term Loan, Affirmed B3 (LGD3)
Downgrades:
Issuer: Viskase Companies, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3
Outlook Actions:
Issuer: Viskase Companies, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Viskase's B3 CFR is constrained by its modest scale, elevated
financial leverage of 6.4x (debt-to-EBITDA as of September 2019
incorporating Moody's adjustments), narrow product focus and high
exposure to the North American market where hot dog consumption is
on a decline. Moody's believes the competitive market conditions
and cost inflation will keep leverage at elevated levels of above
6.0x. However, the execution of restructuring activities and
normalization of excessive working capital usage over the past
quarters will support free cash flow at break-even levels. The
rating is also supported by Viskase's good market position in a
niche segment of the customized casings business, its established
brand name, and exposure to relatively stable food markets. Moody's
believes that the North American hot dog casing market is mature
and on a secular decline with increasing shift to healthier meal
options. Financial policies are aggressive under majority owner
Icahn Enterprises, but the firm has also demonstrated support for
the company including a $50 million equity contribution in 2018.
The liquidity rating downgrade to SGL-4 reflects the approaching
maturity of the term loan and revolver. The SGL-4 reflects the
company's weak liquidity given that a low cash balance of $18
million (as of September 2019) and Moody's expectation of
break-even levels of free cash flow in 2020 create reliance on
capital market access to refinance the revolver and term loan by
the January 2021 maturity dates.
The ratings could be upgraded if the company realizes sufficient
improvement in earnings, as potentially evidenced by a reduction in
debt-to-EBITDA leverage to 5.0x or lower on a sustained basis.
Viskase would also need to address the debt maturities, maintain
good liquidity and generate comfortably positive free cash flow to
be upgraded.
The ratings could be downgraded if the company's operating
performance deteriorates further due to unexpected challenges in
its operating environment, or if it is unable to manage costs in
line with revenue, resulting in reduced margins and an inability to
improve free cash flow. The rating could also be downgraded if the
likelihood of the company refinancing its debt maturities declines
or the expected cost of a refinancing increase and put further
pressure on free cash flow.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
Viskase, headquartered in Lombard, Illinois, is a global producer
of cellulose, fibrous and plastic casings for hot dogs and sausages
and other processed meat and poultry products. Viskase has sizable
international operations with approximately 58% of sales generated
from customers located outside North America. Revenue for the
twelve months ended September 30, 2019 was approximately $386
million. Viskase is publicly traded over the counter and Icahn
Enterprises LP owns approximately 78.6% of the company.
WEATHERFORD INT'L: Completes Financial Restructuring, Exits Ch.11
-----------------------------------------------------------------
Weatherford International plc on Dec. 13, 2019, disclosed that it
has completed its financial restructuring and emerged from chapter
11 protection.
The Company emerges with a stronger financial foundation having
reduced approximately $6.2 billion of outstanding funded debt,
secured $2.6 billion in exit financing facilities, including a $450
million revolving credit facility, secured a $195 million letter of
credit facility, and secured over $900 million of liquidity.
"This is a notable day for Weatherford as we have emerged as a
stronger, more focused organization," said Mark A. McCollum,
President and Chief Executive Officer of Weatherford. "With
renewed balance sheet strength, a strong customer base and a
portfolio designed to meet the needs of our industry, we believe we
are well-positioned to build on our reputation as a leader in the
oilfield services sector and to capitalize on the growth
opportunities ahead. I want to thank our dedicated employees,
customers and suppliers, who continued to believe in Weatherford
and worked with us to achieve this successful balance sheet
recapitalization."
Weatherford expects its newly issued ordinary shares will initially
resume trading on the OTC Markets with the Company ultimately
planning to transition trading to the New York Stock Exchange,
subject to the receipt of applicable approvals. The transition to
the New York Stock Exchange is expected to occur after the Company
reports results for its fourth quarter ending December 31, 2019,
holds an investor call, and completes the fresh-start accounting
process, which are expected to be completed by early March (details
to follow).
New Board of Directors
A new Board of Directors was appointed upon the Company's
emergence, providing critical expertise and experience to
Weatherford as it enters the next phase of growth and innovation.
The new Board of Directors consists of seven members, including
Chairman of the Board Thomas R. Bates, Jr., John F. Glick, Neal P.
Goldman, Gordon T. Hall, Mark A. McCollum, Jacqueline Mutschler,
and Charles M. Sledge. Regarding the new Board, Mr. McCollum
continued: "The knowledge and engagement of our new Board of
Directors will better enable us to deliver on the opportunities in
front of us and remain focused on achieving objectives that are in
the best interest of all the Company's stakeholders."
Weatherford was represented in the recapitalization by Latham &
Watkins LLP, Matheson, Hunton Andrews Kurth LLP, Lazard Freres &
Co. LLC, Alvarez & Marsal and Conyers Dill & Pearman.
About Weatherford
Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 80 countries and has a network of approximately 650 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 26,000 people.
Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.
As of March 31, 2019, Weatherford had $6.51 billion in total
assets, $10.62 billion in total liabilities, and a total
shareholders' deficiency of $4.10 billion.
On July 1, 2019, Weatherford International plc, Weatherford
International, LLC, and Weatherford International Ltd. sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694).
The Hon. David R. Jones is the case judge.
The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins
LLP as counsel; Alvarez & Marsal North America LLC as financial
advisor; Lazard Freres & Co. LLC as investment banker; and Prime
Clerk LLC as claims agent.
Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17,
2019, appointed three creditors to serve on the official committee
of unsecured creditors in the Chapter 11 cases.
WESTJET AIRLINES: S&P Downgrades ICR to 'B+' on Onex Corp Deal
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on WestJet
Airlines Ltd. to 'B+' from 'BBB-' and removed the company from
CreditWatch, where it was placed with negative implications May 13,
2019. The outlook is stable.
The rating follows the completion of acquisition of WestJet
Airlines Ltd. by private equity firm Onex Corp. on Dec. 11, 2019.
S&P's four-notch downgrade of WestJet primarily reflects higher
debt levels from the previously announced leveraged buyout by Onex
Corp. Onex completed its acquisition of WestJet Dec. 11 with net
proceeds raised by Kestrel Bidco Inc., an entity formed earlier
this year to facilitate the acquisition of WestJet. Subsequent to
the transaction's close, Kestrel will amalgamate with WestJet,
which will be the surviving entity where the debt Kestrel recently
issued (including a first-lien secured term loan of about C$2
billion) will sit. This transaction results in meaningfully higher
debt levels for WestJet than it has historically maintained,
contributing to S&P's four-notch downgrade on WestJet to 'B+' from
'BBB-'.
S&P now estimates adjusted funds from operations (FFO)-to-debt in
the mid-teens percent area and adjusted debt-to-EBITDA in the
mid-4x area compared with above 45% and below 2x, respectively,
before Onex announced plans to acquire the company. S&P's view of
WestJet's weaker financial risk profile also incorporates the
anticipated earnings volatility because of the company's exposure
to the highly cyclical and competitive airline sector and
fluctuating jet fuel prices. S&P believes these risks are offset in
part by core leverage measures that are relatively stronger than
what it would typically expect for companies owned and controlled
by private equity sponsors.
The stable outlook primarily reflects S&P Global Ratings'
expectation for the company to generate adjusted FFO-to-debt in the
mid-teen percent area and adjusted debt-to-EBITDA in the mid-4x
area over the next couple of years. S&P assumes strong demand for
air travel will persist and contribute to an improvement in
profitability following a challenging 2018.
"We could lower the ratings within the next 12 months if we expect
adjusted FFO-to-debt or adjusted debt-to-EBITDA to persist below
12% or above 5x, respectively. This could occur if fuel prices rise
without an offsetting increase in fares or if revenue per ASM is
meaningfully lower than we anticipate, potentially due to weak
demand or competitive pressures. This could also occur if non-fuel
operating costs are significantly higher than we expect, leading to
adjusted EBITDA margins that remain well below 20%," S&P said.
"Given our view of WestJet's high debt leverage following the
leveraged buyout, we are unlikely to raise the ratings within the
next 12 months. That said, we could upgrade the company if we
expect adjusted FFO-to-debt and adjusted debt-to-EBITDA to be
sustained above 20% and below 4x, respectively. This could occur if
operating performance and debt reduction exceed our expectations.
In this scenario, we would also need to believe that Onex's
strategy and financial policies for this investment would support
credit measures at these stronger levels," the rating agency said.
WESTWIND MANOR: Seeks to Hire Cushman & Wakefield as Appraiser
--------------------------------------------------------------
Westwind Manor Resort Association, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire an
appraiser.
In an application filed in court, the Debtor proposes to employ
Cushman & Wakefield of Texas, Inc. to conduct an appraisal of the
Cimarron Golf Resort.
Cushman & Wakefield will be paid a fixed fee of $27,500 for the
appraisal and will receive reimbursement for work-related expenses
without mark-up. In the event of any post-appraisal diligence,
deposition or testimony, the firm will charge these fees:
Managing/Senior Managing Director $500/hour
Director/Senior Director $250/hour
Associate $200/hour
The firm has requested a retainer of $13,750.
Rick Zbranek, senior managing director of Cushman & Wakefield,
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:
Rick Zbranek
Cushman & Wakefield of Texas, Inc.
1330 Post Oak Blvd, Suite 2700
Houston, TX 77056
Tel: +1 713 963-2863
About Westwind Manor Resort Association
Westwind Manor Resort Association, Inc., and its subsidiaries
operate two distinct business segments. Warrior Custom Golf focuses
on the manufacture and sale of custom golf clubs. Warrior
Acquisitions manages affiliates, like Warrior Golf, LLC, which own
and manage golf courses.
Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It
develops, manufactures, markets and sells affordable custom golf
clubs and related equipment worldwide. Warrior Custom Golf's
products are custom built to the specifications of each customer.
Warrior Acquisitions is the manager of six entities that own and
operate 18 golf courses and parcels of land located throughout the
United States. Both segments of the business are headquartered in
Irvine, Calif.
Westwind Manor Resort Association and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 19-50026) on March 4, 2019.
The Debtors estimated both assets and debt between $1 million and
$10 million.
The cases have been assigned to Judge David R. Jones.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley
Austin LLP, as special counsel; ForceTen Partners LLC as financial
advisor; and Donlin, Recano & Company, Inc. as claims and noticing
agent.
Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an
official committee of unsecured creditors on March 19, 2019. The
committee is represented by Cozen O'Connor.
WINKLER COUNTY HOSPITAL: S&P Cuts 2016 GO Bond Rating to 'BB+'
--------------------------------------------------------------
S&P Global Ratings corrected by lowering its long-term rating on
Winkler County Hospital District (WCHD), Texas' series 2016 general
obligation (GO) bonds to 'BB+' from 'AA'. At the same time, S&P
Global Ratings removed the rating from CreditWatch, where it had
been placed with negative implications Sept. 11, 2019. The outlook
is stable.
The district does business as Winkler County Memorial Hospital.
The rating change reflects the application of S&P's "U.S. And
Canadian Not-For-Profit Acute Care Health Care Organizations"
criteria rather than its "Local Government General Obligation
Ratings" criteria. This follows the transfer of all hospital
operations, property, and indebtedness from Winkler County to
Winkler County Hospital District, the latter being created in May
2017 following a successful election of the county's voters. The
series 2016 bonds were originally issued by Winkler County to
refund its series 2006 GO bonds.
"The lower rating and current criteria application reflect our view
of the increased operating risks bondholders are exposed to because
of the change in underlying obligor on the bonds," said S&P Global
Ratings credit analyst Marc Bertrand.
The analytic error relates to S&P's misapplication of the "Local
Government General Obligation Ratings" criteria following the
actual debt transfer on Oct. 1, 2017.
"The rating reflects our view of WCHD's small hospital
characteristics, such as a medical staff of just two active
physicians, total operating revenue under $15 million, and a
primary service population of about 8,000 residents," Mr. Bertrand
added.
S&P believes the district's small size inherently exposes it to
operating risks and vulnerabilities that larger providers are
better able to weather and absorb. The rating and outlook are
supported by the district's position as a critical access hospital,
providing essential emergency and primary care services to the
rural Texas community, coupled with its strong recent operating
baseline and improving tax base outlook."
The rating reflects S&P's view of the district's:
-- Material tax support for operations and debt service, coupled
with ample tax revenue flexibility and further AV growth expected;
-- Healthy operating performance since its inception in fiscal
2017, with significant support from property tax revenues with
positive operating income and margins supported by sizable sales
tax transfers from Winkler County (which are expected to continue
in the near term); and
-- Designation as a critical access hospital, resulting in
improved Medicare reimbursement.
Partially offsetting the above strengths, in S&P' opinion, are:
-- Very small organizational size and medical staff;
-- Reliance on Winkler County sales tax transfers for the majority
of its operation surplus and cash flow; and
-- Limited balance-sheet size.
The stable outlook reflects S&P's expectation that that WCHD will
maintain a sustainable operating baseline, supported by growing tax
support and manageable expense base. S&P also expects fiscal
year-end unrestricted reserves to remain stable over near term. A
lack of major debt plans supports the stable outlook.
"We could revise the outlook to negative or lower the rating if
operations turn negative or if maximum annual debt service coverage
falls below 1x for an audited period. Any weakening in the
district's fiscal year-end liquidity position, due to either added
spending or tightened cash flow, would also pressure the rating--as
would material addition debt," S&P said. The rating agency believes
the district's small size could be conducive to rapid financial
profile deterioration.
"Given the district's size and service area characteristics, we do
not consider a higher rating likely over the outlook horizon. Over
the long term, we could revise the outlook to positive if the
district is able to sufficiently increase its unrestricted reserve
cushion such that it offsets the aforementioned size-related
vulnerabilities. We would also expect at a minimum maintenance of
its current tax base strengths," the rating agency said.
WOK HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B3 rating to Wok Holdings
Inc.'s $430 million senior secured term loan B and $55 million
senior secured revolver. In addition, Moody's assigned Wok Holdings
a B3 Corporate Family Rating and Caa1-PD Probability of Default
Rating. The outlook is stable.
"The B3 CFR reflects Wok Holdings weak interest coverage and high
leverage as well as its modest scale and difficult operating
trends." stated Bill Fahy, Moody's Senior Credit Officer. Leverage
is high at about 6.4 times for the LTM period ending October 1,
2019. "However, the ratings also recognize Wok Holdings brand
awareness, good geographic distribution of its restaurants, growth
of delivery as well as good day-part distribution and customer mix
adequate liquidity and our expectation that credit metrics will
gradually improve" stated Fahy.
Assignments:
Issuer: Wok Holdings Inc.
Probability of Default Rating, Assigned Caa1-PD
Corporate Family Rating, Assigned B3
Gtd. Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3)
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Assigned B3
(LGD3)
Outlook Actions:
Issuer: Wok Holdings Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Wok Holdings is constrained by its weak interest coverage and high
leverage, particularly in relation to its modest scale in regards
to sales and number of restaurants and difficult operating trends.
The company benefits from its brand awareness within the Asian
cuisine sector of the restaurant industry, distribution of its
restaurants across major MSA's and organic growth of third party
delivery in addition to a good distribution of sales throughout the
week, within the day-part and by customer mix by age.
The stable outlook reflects Moody's view that debt protection
metrics will gradually improve as management continues to focus on
reducing operating costs and driving off-premise sales. The outlook
also anticipates the company will maintain adequate liquidity.
Factors that could result in an upgrade includes a measured
progress towards lowering operating costs on a sustained basis and
improved operating trends that results in debt to EBITDA below 5.5
times and EBIT coverage of gross interest of over 1.5 on a
sustained basis. An upgrade would also require good liquidity.
A downgrade could occur if debt to EBITDA was above 6.5 times or
EBIT to interest coverage was below 1.1 time on a sustained basis.
A deterioration in liquidity could also result in a downgrade.
Wok Holdings private ownership is a rating factor given the
potential implications from both a capital structure and operating
perspective. Financial policies are always a key concern of
privately-owned companies with regards to the potential for higher
leverage, extractions of cash flow via dividends, or more
aggressive growth strategies. In addition, restaurants by their
nature and relationship with sourcing food and packaging, as well
as an extensive labor force and constant consumer interaction are
deeply entwined with sustainability, social and environmental
concerns.
The B3 rating on the senior secured $55 million revolver and $430
million term loan, the same as the CFR, reflects the majority
position within Wok Holdings capital structure that this debt
represents as well as the limited amount of other debt and non-debt
liabilities that are junior to the bank facility.
Wok Holdings operates restaurants under the brand name P.F. Chang's
China Bistro (Bistro) in the casual dining segment of the
restaurant industry. Annual revenue are approximately $900 million.
Wok Holdings is owned by TriArtisan Capital Advisors LLC and
Paulson & Co Inc.
The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
WYNDHAM DESTINATIONS: S&P Rates $300MM Senior Secured Notes 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery
ratings to Wyndham Destinations Inc.'s $300 million in senior
secured notes due 2030. S&P also affirmed its 'BB-' ratings on the
company and its senior secured notes.
S&P affirmed the rating despite its base-case forecast for leverage
below 4.5x because it believes good cushion is needed to
accommodate future volatility and opportunistic acquisitions. S&P
expects that Wyndham Destinations Inc. can reduce the rating
agency's measure of lease and captive finance adjusted debt to
EBITDA to the low-4x area in 2019 and to around 4x in 2020, which
are below its 4.5x upgrade threshold for a one-notch higher 'BB'
issuer credit rating. However, timeshare sales are volatile over
the economic cycle and Wyndham has indicated its willingness to use
incremental leverage for opportunistic acquisitions. The current
'BB-' rating reflects S&P's view that potential consolidation in
the rapidly evolving timeshare industry will likely be a key driver
of the company's leverage policy and risk appetite over the next
few years. S&P believes Wyndham may take on incremental leverage
for an opportunistic acquisition and this would drive financial
risk over the next few years, particularly if the company leverages
up and acquires a target at the top of the economic cycle.
The positive outlook reflects S&P's base-case forecast for adjusted
leverage around 4x in 2020, which is a good cushion compared to its
4.5x upgrade threshold for a one-notch higher 'BB' issuer credit
rating, even with anticipated industry volatility and the potential
leveraging impact of future opportunistic acquisitions.
"We could raise the rating once we are confident Wyndham has built
in sufficient cushion to absorb the impact of opportunistic
acquisitions and future volatility. We could also raise the rating
even if Wyndham pursues an opportunistic acquisition that
strengthens its competitive position and leverage temporarily
spikes to 5x if we believe the company would reduce our measure of
adjusted leverage to below 4.5x over a two-year period," S&P said.
"We could lower the rating if we believe Wyndham will pursue
opportunistic acquisitions and it increases and sustains leverage
above 5.5x. Additionally, we could lower the rating if risk in
captive finance operations rises enough to impair the parent's risk
profile, which we believe could occur if leverage in the captive
increases and remains above 5x debt to equity or if loss ratios
increase significantly," the rating agency said.
ZVAH INC: Unsecureds to Have 10% Recovery Over 5 Years
------------------------------------------------------
Zvah Inc. d/b/a Brigitte and Convivium Catering Inc. filed with the
U.S. Bankruptcy Court for the Southern District of New York a
Disclosure Statement describing their Plan of Reorganization.
The Plan provides that the general unsecured claim of Hudes LLC
will be paid on the effective date.
All other general unsecured claims will be paid 10% of the allowed
amount of their claim through 60 equal monthly installments. The
filed amount of claims in this class total $639,669.48.
Upon the Effective Date, all Interests shall be cancelled, and
membership interests in the Reorganized Debtor shall be issued as
follows: Anthony Coppers shall be issued 100% of the membership
interests in the Reorganized Debtor in consideration of his
contribution to the reorganization in the amount of $35,000.
Payments and distributions under the Plan will be funded by a
$35,000.00 contribution to be paid by Anthony Coppers. By signing
this amended Disclosure Statement below, Mr. Coppers represents
that he has the personal funds required and available to fund the
plan contribution. The plan contribution shall be deposited in
escrow with Debtors’ counsel Morrison Tenenbaum PLLC at least
seven (7) days prior to the confirmation hearing. All other plan
payments will be made by the Debtors from funds generated from
operations. The Debtors shall be the disbursing agent under the
plan. Post confirmation, Convivium Catering Inc. shall be merged
into Zvah Inc. and all operations will be conducted by Zvah Inc.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/s8mfl7h from PacerMonitor.com at no charge.
The Debtors are represented by:
LAWRENCE F. MORRISON
BRIAN J. HUFNAGEL
MORRISON TENENBAUM PLLC
87 Walker Street, Floor 2
New York, New York 10013
Telephone: (212) 620-0938
Facsimile: (646) 390-5095
About Zvah Inc.
Zvah, which operates a restaurant located at 37 Canal Street, New
York, New York 10002 under the name Brigitte, filed Chapter 11
Petition (Bankr. S.D.N.Y. Case No. 19-10318) on February 1, 2019.
Convivium operates a catering company, and pursuant to the Debtors'
reorganization strategy, both Debtors will be operating out of the
Zvah premises.
[*] O'Melveny's to Add New Partners in 2020
-------------------------------------------
Five outstanding lawyers reflecting O'Melveny's broad capabilities
and commitment to diversity have been named to the firm's 2020
partner class: Matthew Hinker (New York), Tracie Ingrasin (New
York), Madhu Pocha (Century City), Laurel Loomis Rimon (Washington
DC), and Sevda Staykova (London).
"Our new partners are rising stars in their respective practice
areas," said Bradley J. Butwin, chair of O'Melveny. "They have
distinguished themselves as leaders in such varied areas as
litigation, financial technology, investment funds, restructuring,
and mergers and acquisitions—all key practices for O'Melveny's
future. They will also ensure that we stay true to our most
important firm values, including excellent lawyering, and
dedication to our clients and communities. We're delighted to
welcome them to the partnership."
Four of the five members of O'Melveny's 2020 partner class are
women, people of color, or LGBT, marking the fifth consecutive year
that more than 50 percent of the incoming partnership class is
diverse. For the sixth straight year, women make up more than 40
percent of the firm's new partnership class.
Matthew Hinker
Hinker focuses his practice on complex Chapter 11 bankruptcy
proceedings representing debtors, creditors, purchasers, lenders
and other parties-in-interest in Chapter 11 reorganizations,
out-of-court restructurings, and bankruptcy litigation. His
experience spans a number of industries, including retail,
restaurant, hospitality, energy and manufacturing. Mr. Hinker
received his law degree cum laude from the University of Maryland
School of Law in 2008.
Tracie Ingrasin
A leader in the investment funds arena, Ms. Ingrasin represents a
wide range of clients including fund sponsors and asset managers
across all aspects of fund formation, operation, governance, and
compliance issues. In addition, she has significant experience
representing clients in secondary acquisitions and sales of
partnership and direct interests. Ms. Ingrasin also represents
institutional investors in connection with their co-investments and
investments in private funds and other alternative assets.
Ms. Ingrasin received her law degree magna cum laude from Hofstra
Law School in 2007.
Madhu Pocha
A versatile litigator, Mr. Pocha helps clients tackle their
toughest problems. His practice is multidisciplinary, spanning
antitrust, bankruptcy, entertainment, environmental, real estate
and general commercial law for the nation's leading companies, as
well as individual and government clients. In addition to his
client work, Mr. Pocha has an active pro bono practice, serves on
the boards of several bar and community groups, and advocates for
greater diversity in the legal profession. Mr. Pocha earned his
law degree from Columbia Law School, where he was a James Kent
Scholar.
Laurel Loomis Rimon
A former federal prosecutor and head of Litigation for the
Department of Justice's Asset Forfeiture and Money Laundering
Section, Ms. Rimon is a seasoned litigator who represents clients
on a broad range of anti-money laundering and Fintech enforcement
issues, as well as sensitive internal investigations and criminal
and civil litigation. Her experience also includes senior
government positions with the Department of Homeland Security and
Consumer Financial Protection Bureau. Ms. Rimon received her law
degree from Southwestern Law School.
Sevda Staykova
An important member of the firm's M&A practice, Ms. Staykova
advises multinational companies and private equity firms on
cross-border mergers and acquisitions, joint ventures, and
corporate finance transactions. Ms. Staykova has a wealth of
experience advising buyers and sellers in private sales and
acquisitions as well as corporate issuers in the US private
placement market. She also represents investors on post-completion
integration and reorganization transactions. Ms. Staykova received
her Masters of Laws degree from Central European University in
2003, after receiving her law degree from Sofia University in
2000.
About O'Melveny
O'Melveny -- https://www.omm.com/ -- is a global law firm with 15
offices. It is home to a talented team of more than 750 lawyers
who help the firm's clients grow, protect their assets, and
navigate the challenges of complex law and regulation.
[^] BOND PRICING: For the Week from December 9 to 13, 2019
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness
Worldwide Inc HRFITW 8.000 42.967 6/1/2022
24 Hour Fitness
Worldwide Inc HRFITW 8.000 42.964 6/1/2022
Abbott Laboratories ABT 2.900 102.020 11/30/2021
Acosta Inc ACOSTA 7.750 0.634 10/1/2022
Acosta Inc ACOSTA 7.750 0.912 10/1/2022
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 7.875 11.500 12/15/2024
Approach Resources Inc AREX 7.000 27.500 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 10.500 6/15/2021
Bristow Group Inc BRS 6.250 7.040 10/15/2022
Bristow Group Inc BRS 4.500 7.404 6/1/2023
Brocade Communications
Systems Inc BRCD 1.375 98.375 1/1/2020
California Resources Corp CRC 8.000 38.133 12/15/2022
California Resources Corp CRC 5.000 93.654 1/15/2020
California Resources Corp CRC 5.500 36.301 9/15/2021
California Resources Corp CRC 8.000 36.978 12/15/2022
California Resources Corp CRC 6.000 26.008 11/15/2024
California Resources Corp CRC 6.000 26.566 11/15/2024
Chaparral Energy Inc CHAP 8.750 41.036 7/15/2023
Chaparral Energy Inc CHAP 8.750 40.538 7/15/2023
Chukchansi Economic
Development Authority CHUKCH 9.750 49.486 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 49.500 5/30/2020
Cloud Peak Energy Resources
LLC / Cloud Peak
Energy Finance Corp CLD 12.000 28.000 11/1/2021
Cloud Peak Energy Resources
LLC / Cloud Peak
Energy Finance Corp CLD 6.375 0.990 3/15/2024
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Dean Foods Co DF 6.500 15.250 3/15/2023
Dean Foods Co DF 6.500 12.050 3/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.750 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 0.290 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.750 2/15/2025
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 2.098 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.590 2/15/2025
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 33.435 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 34.665 7/15/2023
Federal Home Loan Banks FHLB 2.000 99.692 6/15/2022
Federal Home Loan Banks FHLB 2.000 99.672 3/15/2022
Federal Home Loan Banks FHLB 2.000 99.722 12/15/2021
Federal Home Loan Banks FHLB 2.000 99.698 12/15/2021
Federal Home Loan Banks FHLB 2.000 99.579 9/15/2022
Federal Home Loan
Mortgage Corp FHLMC 2.010 99.768 6/15/2022
Federal National
Mortgage Association FNMA 1.730 99.697 3/15/2021
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 58.273 6/15/2020
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 55.961 6/15/2020
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 3.948 4/1/2023
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 5.004 4/1/2023
Frontier
Communications Corp FTR 10.500 46.479 9/15/2022
Frontier
Communications Corp FTR 6.250 45.405 9/15/2021
Frontier
Communications Corp FTR 8.750 45.298 4/15/2022
Frontier
Communications Corp FTR 8.875 49.341 9/15/2020
Frontier
Communications Corp FTR 10.500 46.489 9/15/2022
Frontier
Communications Corp FTR 10.500 46.489 9/15/2022
Frontier
Communications Corp FTR 8.500 57.271 4/15/2020
Frontier
Communications Corp FTR 9.250 46.140 7/1/2021
Global Eagle
Entertainment Inc ENT 2.750 47.656 2/15/2035
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
High Ridge Brands Co HIRIDG 8.875 0.349 3/15/2025
Hornbeck Offshore
Services Inc HOS 5.000 28.737 3/1/2021
Hornbeck Offshore
Services Inc HOS 5.875 33.572 4/1/2020
Kansas City Southern KSU 2.350 99.905 5/15/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 1.000 12/1/2021
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 2.306 9/20/2023
MAI Holdings Inc MAIHLD 9.500 21.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.300 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.339 6/1/2023
MF Global Holdings Ltd MF 9.000 15.664 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Mashantucket Western
Pequot Tribe MASHTU 7.350 17.125 7/1/2026
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 9.714 5/1/2024
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 9.791 5/1/2024
Morgan Stanley MS 3.750 101.125 12/15/2019
Murray Energy Corp MURREN 12.000 0.001 4/15/2024
Murray Energy Corp MURREN 9.500 3.960 12/5/2020
Murray Energy Corp MURREN 12.000 0.510 4/15/2024
Murray Energy Corp MURREN 9.500 3.960 12/5/2020
NWH Escrow Corp HARDWD 7.500 51.040 8/1/2021
NWH Escrow Corp HARDWD 7.500 51.040 8/1/2021
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 31.330 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 32.447 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 30.470 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 31.061 10/25/2024
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.967 5/15/2019
Northwest Hardwoods Inc HARDWD 7.500 52.000 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 51.221 8/1/2021
Novavax Inc NVAX 3.750 37.441 2/1/2023
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 59.236 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 59.583 6/1/2021
PHH Corp PHH 6.375 63.128 8/15/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 2.250 4/1/2021
Pinnacle Operating Corp PINNOP 9.000 45.584 5/15/2023
Pioneer Energy
Services Corp PESX 6.125 35.873 3/15/2022
Powerwave Technologies Inc PWAV 3.875 0.018 10/1/2027
Powerwave Technologies Inc PWAV 3.875 0.018 10/1/2027
Pyxus International Inc PYX 9.875 52.124 7/15/2021
Pyxus International Inc PYX 9.875 52.232 7/15/2021
Pyxus International Inc PYX 9.875 52.232 7/15/2021
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Riverbed Technology Inc RVBD 8.875 47.026 3/1/2023
Riverbed Technology Inc RVBD 8.875 46.184 3/1/2023
Rolta LLC RLTAIN 10.750 10.200 5/16/2018
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 16.910 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 17.000 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 16.910 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 17.000 11/1/2021
Sanchez Energy Corp SNEC 6.125 5.250 1/15/2023
Sanchez Energy Corp SNEC 7.750 4.750 6/15/2021
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 11.750 10/15/2018
Sears Holdings Corp SHLD 6.625 11.681 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 0.935 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 6.750 1.125 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 7.000 1.149 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.500 1.284 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Stearns Holdings LLC STELND 9.375 45.419 8/15/2020
Stearns Holdings LLC STELND 9.375 45.419 8/15/2020
Summit Midstream
Partners LP SMLP 9.500 51.000 N/A
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 25.747 6/1/2022
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 25.920 6/1/2022
Teligent Inc/NJ TLGT 3.750 94.932 12/15/2019
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE TSLAEN 3.600 91.157 3/19/2020
Transworld Systems Inc TSIACQ 9.500 25.959 8/15/2021
Transworld Systems Inc TSIACQ 9.500 25.959 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc/US UPL 7.125 8.472 4/15/2025
Ultra Resources Inc/US UPL 6.875 4.907 4/15/2022
Ultra Resources Inc/US UPL 6.875 6.881 4/15/2022
Ultra Resources Inc/US UPL 7.125 8.807 4/15/2025
Unit Corp UNTUS 6.625 52.781 5/15/2021
VIVUS Inc VVUS 4.500 84.153 5/1/2020
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 47.141 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 43.901 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 47.213 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 42.842 4/15/2023
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 39.500 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 17.750 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 19.250 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 13.625 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 14.250 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 52.750 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 13.227 10/15/2020
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 12.518 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 13.139 10/1/2021
rue21 inc RUE 9.000 1.389 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***