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Stein-Mart & the “Graying” of Black Friday

January 29, 2018

Joseph Horne Co., Pittsburgh, PAWhen we were kids, every few weeks, we would go from Weirton, WV to the neighboring Pittsburgh, PA to go to doctor appointments and to shop at Kaufman’s and Joseph Horne Co., giant downtown department stores.  My mom, my brother, my sister and my grandmother.  We would make a day of it, have lunch at the Fifth Avenue Arcade, the Warner Theater or the Tic Toc Shop and shop at each person’s respective departments.  It was a test in patience.  But, it was an outward act of family solidarity.  We were a unit.  It was the 80s.  It was retail.  I loved the experience.  As my grandmother got older, I would wheel her wheelchair around Robinson Mall.  I love those memories.

As a turnaround consultant and Chapter 11 bankruptcy practitioner, the 2017/2018 “retail apocalypse” has me reeling.  What is happening to the retail experience?  What does the future hold?  I also frequently publish and lecture on retail industry trends.

I heard the term the “graying of Black Friday”.   And gray it certainly was this year.  Shopping on Black Friday has been a family tradition for my sister, my mom, and me for a long time, since I first got out of law school in the 2000s.  This year it was my sister’s idea to go to Stein-Mart’s Find the Golden Hanger contest in Ohio near her home. See infomercial here.  We woke up at 5:30 a.m. and five us of piled into her car, her two teenage children, my mom, my sister and me.  We were determined to win.  We strategized in the car.  We each would take certain sections of the store to search.  Between the 5 of us, we thought for sure we would win.  We agreed to split the proceeds 5 ways.

images steinmart

We jump out of the car.  It’s still dark and cold inside.  It’s 6:45 a.m.  We only see two other cars in the parking lot.  This couldn’t be right.  My sister is competitive and fun and wants to win.  She wants to get in line at the front of the store’s doors.  We were waiting for the throngs of customers that we anticipated would show up.  6:50 a.m.  Maybe one more person.   6:55 a.m.  We are chitchatting in line with the others.  7:00 a.m.  OFF WE WENT!!!!  There were literally 3-4 other people.  THAT’S IT.  Black Friday.  $500.  Golden Hanger.  Where is everybody!!!!???  I am sure Stein-Mart wasn’t too happy with the turnout either.

Did we win?  YES!!!!!!!!!!!!!!!!!  I bought 3 dress with my $100 winningsteinmart hangers.  It was a moment though for me.  I thought uh-oh.  Retail has serious troubles.   And, I mean serious.  In the store, they practically had to hand us the money!!!

Not to my surprise, this article  hit the Wall Street Journal today regarding Stein-Mart’s need to hire turnaround advisors.    What will the future of retail look like?  Will Black Friday even exist in 2018?  Stay tuned.












January 23, 2018


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Fred Cross



January 9, 2018 – Morgantown, WV – By authority of the U.S. Bankruptcy Court of the Northern District of West Virginia, Equity Partners HG has been retained to seek a buyer for a hotel and conference center located in Morgantown, WV, formerly known as the “Ramada Morgantown Hotel and Conference Center” (“The Hotel”). Built in 1974, The Hotel is located at the intersection on I-79 and I-68 on a knoll with beautiful 360-degree views.  The property currently consists of a single tract, totaling 9.9 acres, but could be subdivided to create additional development opportunities.  West Virginia University campus and stadium is less than 4 miles from the conference center.

The Hotel has been family owned and operated since 1974.  The hotel features 149 full service rooms, a large tavern and restaurant and 11 conference room/ballroom spaces for weddings and other events.   Morgantown is a hotbed of growth, with one of the lowest unemployment rates in the nation for the past 5 years. It is the fastest growing city in West Virginia, and were it located in Pennsylvania, just a few miles to the north, it would be the fastest growing city in Pennsylvania. Morgantown’s growth is expected to continue and likely accelerate. This site is located just outside the Morgantown city limits and is free of development entitlements, while still benefiting from public infrastructure: water, electric, gas, sewage, and public transportation.  Nearby outdoor attractions include Cheat Lake and River, Lakeview Golf Resort & Spa, Ohiopyle State Park, and Coopers Rock State Forest.

Fred Cross, a Managing Director at Equity Partners HG, says that “This is an excellent opportunity to acquire a structurally sound hotel strategically located on major throughways within a vibrant economic region of the state. The property is also prime for mixed-use development including senior living, apartments, condominiums, or medical center.  Minimal improvements can make this an income producing property again.”

Equity Partners HG, formerly “Heritage Equity Partners”, based in Easton, MD, provides investment banking services and has completed in excess of 500 engagements throughout the United States since 1988.

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Click here for complete Offering Memo: Ramada Morgantown Hotel & Conference Center_V5



Bowles Rice LLP Welcomes Salene Mazur Kraemer

March 8, 2017

Bowles Rice welcomes Salene Mazure Kraemer.

Bowles Rice welcomes Salene Mazure Kraemer!
Bowles Rice is pleased to welcome attorney Salene Mazur Kraemer, MBA, CTA, to the firm’s Southpointe, Pennsylvania, office.

Salene’s practice includes restructuring, creditors’ rights and bankruptcy law, corporate transactions and commercial and banking law. Licensed in Pennsylvania, West Virginia, New Jersey and New York, her extensive experience includes sizable acquisition and lending transactions as well as significant debtor and creditor representations in complex Chapter 11 proceedings in bankruptcy courts all over the country. She has served a broad range of industries including retail, real estate, oil & gas, transportation, fashion, technology, telecommunications, health care, consulting and financial services.

As a certified turnaround analyst, Salene counsels C-Suite executives on issues relating to restructuring, succession planning, tax modifications, asset purchases, debt collection, contract negotiation, financing, formation, employee issues, regulatory compliance and general corporate matters.

She was named a Rising Star in the fields of Business Law and Bankruptcy by West Virginia Super Lawyers, and has served as a conference panelist for various organizations including the American Bankruptcy Institute and the International Women’s Insolvency Confederation.

Salene can be reached at (724) 514-8920 or via email at skraemer

Business and Bankruptcy Attorney Salene Mazur Kraemer’s Photography Exhibit Pays Tribute to WV Roots

January 6, 2017


Salene Kraemer is a corporate and business bankruptcy attorney.  She is concluding a photography exhibit that was on display from October- January 9, 2017 at Summit Gallery in Weirton, WV.

A native of Weirton, WV,  Salene is a travel photojournalist.   This is an excerpt from the Opening Artist Reception, October 19, 2016.


“I display work from these collections: 1) Weirton Steel: Skylines, People, Signs, Shapes, img_4290Decay; 2) Clendendin, WV- The 1,000 Year Flood; 3) St. Paul’s Catholic Church; 4)  Savannah, GA; 5) Wheelwright, KY; and 6) 2016 Iphone Shots.

Colors, shapes, lines, smells, cityscapes. They invoke memories, a sense of place. They tell a story. The projects on display tell my story.  Weirton and St. Paul’s Church are of two places that have profoundly impacted my character.  Growing up in Weirton was a unique experience for which I am grateful.  These pictures remind me of my idyllic childhood in an ethnically diverse, once economically homogeneous town where most kids’ dads worked in the mill and self-made grandparents immigrated here from eastern Europe.  While some of the images intentionally expose the extent of the disrepair and urban blight present at the now barely operational mill site, all of the images invoke a sense of place, loyalty, pride, nostalgia, gratitude for the people that have come before me.   In 2013, as parts of the mill were being demolished, I felt compelled to stop my car, get out and take photos.  The Weirton Steel project has been a 3-year project. St. Paul’s Catholic Church has been of long-standing importance to my family since 1910, when my Italian ancestors first moved to Weirton. These photos were captured at a 4 p.m. Saturday evening mass.”

Here is a link to the newspaper coverage of the event.

When you are a services professional, so much of everything you do is brand building and widely disseminating helpful information about your area of expertise. My hobby of photography can serve me well in this regard. I choose to share photos that speak to who I am and the things that really matter to me.   In turn,  others (hopefully potential clients) see the lense through which I, as a turnaround consultant and business lawyer, view and experience my work and the world.  Here is a blog post regarding using a hobby in your business development:  Integrating My Photography with My Law Firm Business Development.

You can catch a last glimpse of the show at Summit Gallery  3393 Main Street Weirton, WV 26062. Visit by private appointment []. See Bonnie Burskey. 304.797-7001.

After January 9, 2017, some of the pieces will be donated to the Weirton Museum and Cultural Center, Mary H. Weir Public Library, the Weirton Chamber of Commerce and St. Paul’s Catholic Church.  A few select pieces will be on display at Bowles Rice Southpointe Office.

You can follow Salene’s photography here: Facebook Page:  or on Salene’s instagram:





Random Act of Linkedin Kindness: Human Action and Generosity

September 29, 2016

img_6159-1Last week was my birthday.  Linkedin shot out its Birthday Notifications.  I received an email from my long-time Linkedin Colleague NY and MA employment and business attorney David G. (he wishes to remain anonymous).  He and I have been social media acquaintances for  7 years.  He has followed and encouraged me since day 1 of the start of solo lawyering.

In his email, David told me to buy tickets to any venue for my kids and me and he would gladly take care of the bill.

I was like,  WHAT?!!!!

I have never met him in person.

I bought us 3 tickets to a Pittsburgh Pirates baseball game.  He told me to get the “best seats in the house” so as to make the experience memorable for my kids.  The kids were thrilled.  We painted matching P’s on our cheek with Facepaint (I wanted to get on TV).  Sure enough-  we were on national TV waving and saying, “Let’s Go Bucs”.  My kids high-fived the Pittsburgh Pierogies  (we were that close)! It was an unforgettable experience.

Social Media Marketing guru Seth Godin talks about using social media to create lasting connection and that we should avoid using it in such a way that it becomes a “useless distraction”.   See 2 minute video here.

As most of you know, I am a big fan of social media but at the same time I despise it.  In my humble opinion, the level of actual human interaction has dropped off in such a shocking precipitous fashion, much to the detriment of millions of people, I am sure.

I found this gem of a quote.

                        “The experience I have with you as a customer or a friend is far more important than a few random bits flying by on the screen. The incredible surplus of digital data means that human actions, generosity and sacrifice are more important than they ever were before”. – The Blizzard of Noise (and the Good News)

Thank you David G. for your generosity.  It will never been forgotten.    Any time I ever have a legal issue in  Massachusetts or New York, I will think of your firm first.

Demystifying Ch. 11 Bankruptcy Process: What Every Debtor Needs to Produce Right After the Filing

August 31, 2016

20121220_demystifyWritten by Amy Weston, Paralegal and Salene Mazur Kraemer, Esquire

        Fear of the unknown.  The Ch. 11 process is unknown to many.  C-level executives dread  discussions about bankruptcy options.  We just recently filed a new Chapter 11 case and thought we would write a series of posts on basic Ch. 11 procedural matters so as to demystify the process.

      Filing Chapter 11 (reorganization/restructuring) is a powerful tool that can be invoked by businesses and certain individuals pursuant to Title 11  of the United States Code (aka the “Bankruptcy Code”).   As a practitioner,  I am privileged to be able to  facilitate such restructurings.  Here is the first post in this series on Ch. 11 basics.


Fotolia_45197861_XS-300x300           The administrative burden of filing a case can be heavy.  Often, a paralegal is running the “paper pushing” ship just before and shortly after a case is filed.   Information gathering.  Data compilation.  Report generation.  A debtor’s bookkeeper, accountant and/or CFO all work with Debtor’s counsel and paralegal staff to gather  necessary documentation and to fulfill requirements imposed by the Court and the United States Trustee (appointed by Department of Justice).  Each office has very specific document requests, rules and procedures.

          In furtherance of a U.S. Trustee’s monitoring responsibilities, here is a list of what the U.S. Trustee wants prior to the Initial Debtor Interview.  Most of the documentation requested is straightforward and anticipated:

  • Bank account statements.
  • Latest filed Federal Tax Returns or copy of extension to file.
  • Financial statements.
  • Payroll detail.
  • Rent roll.
  • Accounts receivable detail.
  • Recently filed sales tax
  • Recently filed payroll returns.
  • Detail of intercompany transactions.
  • Accounts payable detail.
  • Check register for last 60 days.
  • Filed Schedules and Petition.

Other requirements are not as obvious. Two that specifically need explanation are:

  • Proof of establishment of Debtor-In-Possession account(s)
  • Proof of insurance indicating that the Office of the U.S. Trustee is an additional certificate holder.

DIP Accounts

         Once a debtor has filed a bankruptcy petition, it must close existing bank accounts and open new accounts which identify the debtor as a debtor in possession (“DIP”). All money from the bankruptcy “estate” (i.e. anything the debtor owns) must be put into these accounts.  The title of “Debtor in Possession” must be printed on the checks along with the bankruptcy case number.  The Bank will not issue a debit card for a DIP account.

        While this seems complicated at first, the good news is that this is standard procedure. So, any bank should be familiar with this request.  However, a debtor cannot go to just “any” bank. The U.S. Trustee’s Office will only accept DIP accounts from approved depositories.  A current list of such institutions is available through the U. S. Bankruptcy Court in the district where the bankruptcy was filed.  Approved Banks DIP

              Within 15 days of receipt from the bank, a debtor must serve copies of monthly bank statements upon all creditors and interested parties, together with a monthly operating report (MOR) of gross receipts and disbursements.  Both the monthly operating report (MOR) and DIP bank statements are publicly filed on a debtor’s docket.

Proof of Insurance

          A debtor must maintain all insurance coverage during the bankruptcy process.   This includes: general comprehensive liability; property loss from fire, theft or water; vehicle; workers’ compensation; and any other coverage that would be customary in line with the debtor’s business.

           In addition to maintenance, a debtor must list the Office of the U.S. Trustee listed as an additional certificate holder and provide proof of such.  The documentation of proof must include the type and extent of coverage, effective dates, and insurance carrier information.  In order to fulfill the Trustee’s requirements, the debtor will usually have to provide proof of the request.   The proof of insurance and additional certificate holder requirement is standard, so the insurance company should not have any trouble fulfilling a debtor’s request.

          Please TAKE NOTE that a debtor’s failure to comply could result in DISMISSAL of the case or conversion to a Chapter 7.

This post does not constitute legal advice.  Consult an attorney about your specific case.


The Basics of Franchising: What You Need to Know

August 26, 2016

Written By: Daniel Hart

Edited By: Salene Kraemer

                   From time to time, we have clients buy into a franchise or occasionally want to franchise his or her own business concept.

                 Franchising is a business model that combines aspects of working for yourself and working for someone else.  It is an efficient system for an individual who wants to own/run a business but lacks the experience to do so.  Within the United States, there are about 3,000 established franchise brands operating in over 200 different lines of business.  A franchise is a legal and commercial relationship between the owner of a trademark, trade name, and business system (franchisor) and an individual or group wishing to use that identification in a business (franchisee).  The most common form of franchising is product/trade name franchising in which a franchisor owns the right to a trade name and/or trademark and licenses the rights to use those.

mcdonalds_2006Buying a franchise offers many advantages that is not available to an individual starting a business from scratch.  Here are a few examples:

  •  Proven business system and brand name. Through years of experience and trial and error, franchisors have developed a business system and brand name that are successful.
  • Pre-existing business relationships. Many franchises have existing relationships with suppliers, distributers, and advertisers that franchisees can utilize.  Entrepreneurs must develop these relationships on their own.
  • Quality market research. Typically, a franchisor will perform substantial market research into competition and the demand for the product or service in a specific location before allowing a franchisee to open a franchise there.

Similar to an entrepreneur opening their own business, a franchisee must franchisingspend a substantial amount in order to obtain their own franchise.

  • First, there is an initial franchise fee, which is a one-time charge assessed to a franchisee in order to use the business concept and trademarks, attend training program, and learn the entire business.  Franchise fees can have varying ranges depending on the size of the franchise system.  This can range from as low as $2,000 to over $100,000.
  • Depending on the specific type of business that you franchise, a variety of additional up-front costs can occur.  These costs include rent/construction cost of building new facility, equipment, signage, initial inventory, working capital, and advertising fees.

After these initial costs and fees, a franchisee generally pays the franchisor royalties running around 5 to 8 percent of gross revenue plus contributing funds to a company-wide advertising program.

Many people may ask “why should I pay tens of thousands or hundreds of thousands of dollars before I start and then a royalty percentage every year after that?”  For some, the answer is clear.  By opening their own franchise of an already successful name-brand business, many can make more money quicker than opening their own business.  Also, there is a greater likelihood that long-term return on their investment will be realized.

neil-hendry-digital-franchisingAs with starting any business, it is vital to perform due diligence before investing in a franchise.  Here are some examples of basic information you need to discover before committing to a franchise:


  • Research growth potential. Simply, you need to make sure that there is a strong-likelihood that you can increase profits and have a successful business.  Also, is there a market for your business where your location will be?
  • Check consumer and franchise regulators. Check these within your state to see if there are any serious problems with that company. Check with the Better Business Bureau for any complaints against the company.
  • Search public court records. Is the company involved in any litigation? If so, determine the nature of the lawsuit.  If the nature of the lawsuit involves fraud or regulatory violations, that is a bad sign.
  • Request a Franchise Disclosure Statement: By law, this document must be given to all prospective franchisees at least 10 business days before any agreement is signed. A franchise disclosure statement (FDD) contains an extensive description of the company.  It includes information such as amount of fees required, any litigation/bankruptcy history, trademark information, advertising program, equipment you are required to purchase, and the contractual obligations of both franchisor and franchisee.  If a franchise will not give you a FDD, you probably should not do business with that company.
  • Contact other franchisees: The FDD should contain a list of existing and terminated franchisees. Use this list to your advantage.  Contact current franchisees in order to gain insight as to whether or not the training was helpful, how well the franchisor responds to your needs, and whether sales/profits met their expectations.  Reach out to a couple terminated franchisees as well.  Ask why their franchise agreement was terminated.  Was it due to lack of business, bad franchisor, or for some other reason?  Also, if the list of terminated franchisees is quite lengthy, that might be a sign that that franchise is not doing well.
  • Visit a current franchise location: This can give you a lot of information. You can determine whether or not that franchise has a healthy flow of customers.  You might get an in-person conversation with a current franchisee and see how the operations are run.

By performing due diligence, you will have a clear picture as to whether or not you will buy a successful franchise and whether or not you will be doing business with a helpful franchisor or not.

Finally, work with a lawyer and accountant when undergoing the franchising process.  Lawyers have expertise in performing research and can assist in reviewing and negotiating the franchising contract.  An accountant can review any financial reports concerning the franchise and project profitability for the future.