Bankruptcy News

Orion Healthcorp M.O.R. Filed

Orion Healthcorp filed with the U.S. Bankruptcy Court a monthly operating report for March 16, 2018 to April 30, 2018. For the period, the consolidated Debtors reported a $1.6 million net loss on zero total revenue and $95,000 in professional & consulting fees. Total Debtors' cash at the beginning of the period was $439,000 and $3.3 million at the period’s end, with net cash flow of $2.9 million. Consolidated Debtors also reported cash disbursements of $2.9 million on $4.9 million in cash receipts.

Orianna Health Systems Exhibits Added to Disclosure Statement

Orianna Health Systems filed with the U.S. Bankruptcy Court a notice of filing of exhibits to the Disclosure Statement for the Debtors' Joint Plan of Reorganization. The exhibits filed were: Exhibit A: List of Debtors, Exhibit D: Financial Projections and Exhibit E: Liquidation Analysis. In Exhibit D, the Company notes, “The following summarizes the underlying key assumptions upon which the Projections are based. Census is assumed to remain flat. The projected pay or mix will improve slightly after the Effective Date due to enhanced referral relationships. Annual rate increases by pay or category are assumed as follows: Private Pay – 3%; Medicare – 2%; Medicaid – 1%; Insurance – 1%; Hospice – 1%; and VA – 1%. The capital structure is assumed to be comprised of (a) a working capital loan, (b) a combination of senior and mezzanine debt funded at closing, (c) the subordinated note as described in the Plan and (d) an equity contribution. Details assumed for purposes of the Financial Projections are as follows: Senior / Mezzanine Debt: Amount - $185.0 million; Blended interest rate – 9%; Amortization rate – 30 years; Interest only – 18 months. Working Capital Loan: Amount - $20.0 million; Interest rate – 5.5%. Omega Seller Note: Amount - $30 million; Interest rate – 6.0% - Years 1 to 5: 4% and current pay with 2% accrual - Years 6 to 10: 6%. Preferred Equity: Amount - $20.0 million and Rate – 8%.” According to the projections, Total Net Revenues will be $208,330,539 for year 1; $212,218,596 for year 2 and $216,250,123 for Year 3. Total Operating Expense projected is $172,855,765 for Year 1; $176,166,991 for year 2 and $179,546,880 for year 3, respectively. Net Cash Flow (NCF) or EBITDAR is projected as $22,443,804 for year 1; $22,800,698 for year 2 and $23,224,123 for year 3, respectively The Court previously scheduled a May 30, 2018 hearing to consider the Disclosure Statement.

Nighthawk Energy KEIP, KERP Approval Sought

Nighthawk Energy filed with the U.S. Bankruptcy Court a motion for entry of an order, approving the implementation of (a) the Debtors’ proposed performance-based key employee incentive plan (the KEIP), (b) the Debtors’ proposed key employee retention plan (the KERP and, together with the KEIP, the Key Employee Programs), and (c) granting administrative expense status to the bonuses paid thereunder. The motion explains, “The success of the Debtors’ Sale, including their ability in the interim to preserve and enhance their cash position and to market their assets appropriately, will determine the level of recovery that the Debtors’ stakeholders will ultimately realize. The two most important components of the Debtors’ activities during this time are the management of their finances and business relationships and the preservation of human capital. Accordingly, the Board, with input from the Debtors’ advisors and the approval of CBA, believe that it is essential – and in the best interests of the estates and all stakeholders – to implement the Key Employee Programs to motivate, incentivize and retain the Participants to set forth an effort that will achieve the best and highest price for the Debtor’s assets….Incentivizing the KEIP Participants is critical in order to ensure that these key members continue in their efforts to successfully maximize value for the benefit of all of the Debtors’ stakeholders. The Debtors’ Executive Chairman, Rick McCullough, and Chief Operating Officer, Chuck Wilson, will be eligible to participate in the KEIP (the ‘KEIP Participants’). The KEIP Participants can earn an incentive-based bonus designed to achieve a successful Sale of the Debtors’ business or assets for the best and highest price. The incentive bonus will be deemed earned at closing of the Sale or other restructuring transaction provided that the KEIP Participant continues to work for the Debtors from the Petition through closing of the Sale or other restructuring transaction. Specifically, the KEIP proposes incentive payments to the KEIP Participants up to the total aggregated amount of $472,500 plus, if the Sale yields net sale proceeds in excess of CBA’s secured debt, the KEIP Participants will be eligible to receive an additional incentive payment equal to a pro rata percentage, based on annual compensation, of 5% of net sale proceeds above the balance of the CBA secured debt. If either KEIP Participant accepts employment with the purchaser of the Debtors’ assets, then their respective incentive plan payment will be reduced by 25% percent….In addition to the KEIP, the Debtors also seek to implement the KERP for certain non-insider employees, in order to ensure that the Debtors do not suffer significant and costly turnover of key employees during the Debtors’ efforts to consummate a Sale. As a consequence, the Debtors and their advisors have determined that a non-insider retention program will be effective to retain the remaining employees until the Sale is consummated. Incentivizing the KERP Participants is critical in order to ensure that these key members of the Debtors’ team continue in their efforts to successfully maximize value for the benefit of all of the Debtors’ stakeholders…In the aggregate, the proposed retention bonus payments under the KERP total $365,500.00. The KERP retention bonus due each KERP Participant will be deemed earned at closing of the Sale (or other restructuring transaction) provided that the eligible KERP Participant continues to work for the Debtors from the Petition through closing of the Sale (or other restructuring transaction).” The Debtors also filed a separate motion to file under seal certain portions of the Key Employee Programs. The Court scheduled a June 7, 2018 hearing to consider the Key Employee Programs and the motion to file under seal, with objections due by June 1, 2018.

Rex Energy Corporation Chapter 11 Petition Filed

Rex Energy and three affiliated Debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Western District of Pennsylvania, lead case number 18-22033. The Company, an independent natural gas, NGL and condensate company with operations currently focused in the Appalachian Basin, is represented by James D. Newell of Buchanan Ingersoll & Rooney. In a press release announcing the filing and an accompanying restructuring support agreement, Rex Energy advised that it has “decided to begin an orderly sale process for its remaining assets in order to maximize their long-term value and prospects. To facilitate the sale and address its debt obligations, the Company initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code with support outlined in a Restructuring Support Agreement signed by 100% of its first lien lenders and approximately 72% of its second lien noteholders.” The press release further notes that the “Company has secured a financing commitment of $100 million from its existing first lien lenders, which, combined with its normal operating cash flow, will allow Rex Energy to maintain normal operations and meet ongoing financial commitments.” Rex Energy’s petition notes between 10,001 and 25,000 creditors; assets of $851,000,957 and liabilities of $984,529,090.

Cambridge Analytica Chapter 7 Petition Filed

Privately-held Cambridge Analytica and affiliated Debtors filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Southern District of New York, lead case number 18-11500. The Company, which provides data analytics and behavioral communications, is represented by Adam C. Harris of Schulte Roth & Zabel. In a May 2, 2018 statement released in conjunction with the announcement of UK insolvency proceedings and specifically anticipating the parallel US proceedings announced today, the Company stated: “Over the past several months, Cambridge Analytica has been the subject of numerous unfounded accusations and, despite the Company’s efforts to correct the record, has been vilified for activities that are not only legal, but also widely accepted as a standard component of online advertising in both the political and commercial arenas…. Despite Cambridge Analytica’s unwavering confidence that its employees have acted ethically and lawfully … the siege of media coverage has driven away virtually all of the Company’s customers and suppliers. As a result, it has been determined that it is no longer viable to continue operating the business…” Cambridge Analytica’s petition, signed by Rebekah and Jennifer Mercer, notes between 1 and 49 creditors; estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million.

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