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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, October 19, 2018, Vol. 22, No. 291

                            Headlines

1 GLOBAL: 1st Global Files Trademark Infringement Suit
3600 ASHE: Hires LRS Realty & Management as Property Manager
ACHAOGEN INC: Submits Marketing Application to EMA for Plazomicin
ACQUAFREDDA ENTERPRISES: Hires Gabriel Del Virginia as Counsel
ADVANTAGE TENNIS: Seeks to Hire Greenbaum Rowe as Attorney

AKORN INC: Moody's Lowers CFR to B3 & Alters Outlook to Developing
ALLY FINANCIAL: S&P Alters Outlook to Positive & Affirms BB+ ICR
ALSTRAW ENTERPRISES: Selling Plaza Coin Laundry for $76K
AMBOY GROUP: Seeks to Hire McManimon Scotland as Attorney
AMERIQUEST SECURITY: Hires Michael Jay Berger as Counsel

ANAYA-GUERRERO: Case Summary & 12 Unsecured Creditors
APEX XPRESS: Taps Three Twenty-One Capital as Investment Banker
ASP MCS: Moody's Cuts Corp. Family Rating to Caa1, Outlook Neg.
ASP UNIFRAX: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
ASSUREDPARTNERS INC: S&P Affirms 'B' Long-Term ICR, Outlook Stable

ATHLETICO HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable
ATHLETICO PHYSICAL THERAPY: S&P Assigns 'B' ICR, Outlook Stable
AYELET SHAHAR: Taps Corcoran Group as Real Estate Broker
B.J.'S DRILL: Taps Fulkerson as Special Counsel in Vallourec Suit
BAILEY'S EXPRESS: Accurate Buying Middletown Property for $395K

BASS PRO: Moody's Affirms Ba3 Corp. Family Rating, Outlook Pos.
BLUE RIBBON: S&P Affirms B Issuer Credit Rating, Outlook Negative
CABLE & WIRELESS: Fitch Assigns BB- Rating on Unsec. Notes Due 2026
CALPINE CORP: Fitch Affirms B+ LT IDR, Outlook Stable
CAMBER ENERGY: Provides Monthly Update on Its Workover Activities

CANWEL BUILDING: DBRS Finalizes B(high) Rating on Sr. Unsec. Notes
CAROL ROSE: Taps John R. Baines as Accountant
CCM MERGER: S&P Raises Senior Unsecured Debt Rating to 'BB-'
CHARAH HOLDINGS: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
CM WIND DOWN: Egan-Jones Hikes Senior Unsecured Ratings to B

COMINAR REAL: DBRS Confirms BB(high) Rating on Sr. Unsec. Debt
COMPASS CAYMAN: Moody's Lowers CFR to B2, Outlook Stable
CONCORDIA INTERNATIONAL: Appoints New Board Member
CONFIE SEGUROS II: Moody's Ups CFR to B3 & Alters Outlook to Stable
CONFIE SEGUROS: S&P Raises Long-Term ICR to 'B-', Outlook Stable

COWBOYS FAR WEST: Taps Bolton Real Estate as Appraiser
COWBOYS FAR WEST: Taps Oddo Barron as Special Counsel
CRESCENT ASSOCIATES: Hires Turner Friedman as Special Counsel
CROWN SUBSEA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
D&E REAL ESTATE: Seeks to Hire Cohen Legal as Counsel

D&E REAL ESTATE: Seeks to Hire Kaplan Young as Special Counsel
DAVID'S BRIDAL: S&P Lowers ICR to 'SD' on Skipped Interest Payment
DEGRAF CONCRETE: Case Summary & 20 Largest Unsecured Creditors
DELTA AG GROUP: Case Summary & Unsecured Creditor
DIVERSE LABEL: Lift Parts Buying Six Forklifts for $22K

DIVERSE LABEL: Sets Bidding Procedures for All Assets
DORAN HOLDING: Seeks to Hire McManimon Scotland as Attorney
DORIE MILLER: Seeks to Hire L. William Porter III as Counsel
DOUGLAS L. JOHNSON: Proposes Sale of Property for $199K
EIG MANAGEMENT: S&P Alters Outlook to Negative & Affirms 'BB+' ICR

ENCOMPASS HEALTH: Egan-Jones Withdraws BB+ Sr. Debt Unsec. Rating
ESSAR STEEL: Wants U.S. Recognition of Canadian Sale Order
F.A.S.S.T LLC: Hires Robert M. Yaspan as Bankruptcy Counsel
FOREST CITY: Moody's Assigns B1 CFR, Outlook Stable
FOREST CITY: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable

GFL ENVIRONMENT: Moody's Affirms B3 CFR, Outlook Stable
GFL ENVIRONMENTAL: S&P Affirms 'B' Long-Term ICR, Outlook Stable
GIGA-TRONICS INC: May Issue 2.5 Million Shares Under Equity Plan
GIGA-TRONICS INC: Registers 11.62M Shares for Possible Resale
GLOBAL SOLUTIONS: AIMS Buying Assets for $1 Million

GROM SOCIAL: Officers Convert Additional $500,000 Debt to Equity
GUARD DOG: Creditor Agrees to Debt-to-Equity Swap
H-FOOD HOLDINGS: S&P Puts 'B' ICR on CreditWatch Negative
HMSW CPA PLLC: Seeks to Hire Spector & Johnson as Counsel
IACCARINO INC: Seeks to Hire Case & DiGiamberardino as Counsel

IDEAL DEVELOPMENT: Clinica Buying Atlanta Property for $375K
IDEANOMICS: Closes on Purchase of UCONN's Former Hartford Campus
INFRASTRUCTURE AND ENERGY: S&P Assigns 'B+' ICR, Outlook Stable
ISLE OF CAPRI CASINOS: Egan-Jones Withdraws B Unsec. Debt Rating
J COPELLO INTERNATIONAL: Hires Fisher & Bagley as Accountant

JAGUAR HEALTH: Bryan Ezralow Has 17.49% Stake as of Oct. 2
JAGUAR HEALTH: Knight Therapeutics Has 7.08% Stake as of Oct. 4
JENKUEN LLC: Seeks to Hire Chan Chow as Special Counsel
JOHN GILMOR: Oct. 30 Hearing on $500K Millerton Property Sale
K & J COAL: Woos Buying 4 Chest Township Tracts for $40K

KADMON HOLDINGS: FDA Grants Breakthrough Designation to KD025
KC7 RANCH: Nov. 30 Sealed Bid Sales Program Deadline Set
KIDS FOUNDATION: Seeks to Hire Clinton Robinson as Accountant
L2NETWORKS CORP: Hires Whitehurst Blackburn as Attorney
LEE COUNTY CHARTER: S&P Cuts Rating on 2007A/2012 Rev. Bonds to BB-

LELAND CONSULTING: Hires Comiskey & Company as Accountant
LONGJAGO LLC: Case Summary & 2 Unsecured Creditors
MESOBLAST LIMITED: Closes Partnership Deal with China's Tasly
MICHAEL WORLEY: Trustee Selling 2008 Jeep Wrangler for $16K
MICHAEL WORLEY: Trustee Selling Airstream Travel Trailer for $30K

MOUNTAIN CREEK: Committee Hires Drinker Biddle as Counsel
NATGASOLINE LLC: Moody's Assigns Ba3 CFR, Outlook Stable
NATGASOLINE LLC: S&P Assigns Prelim. 'BB-' Rating, Outlook Stable
NATIONAL CAMPUS: S&P Affirms 'CCC' Rating on 2015A/B Bonds
NATIONAL EVENTS: Taps Meyer Suozzi as Litigation Counsel

NCI BUILDING: Moody's Lowers CFR to B2 After Merger With Ply Gem
NEOVASC INC: Medical Journal Publishes Article About Tiara
NEW JERUSALEM TEMPLE: Seeks to Hire RISM as Attorney
NGL ENERGY: Fitch Affirms B LT IDR & Alters Outlook to Stable
NOBLE GROUP: Chapter 15 Case Summary

NOBLE GROUP: Seeks U.S. Recognition of $3.5-Bil. Restructuring
NOBLE GROUP: Terms of Proposed Financial Restructuring
NRG REMA: Files for Chapter 11 With Prepackaged Plan
ONE AVIATION: Taps Epiq as Claims and Noticing Agent
PARKLAND FUEL: DBRS Confirms BB Issuer Rating, Trend Stable

PLY GEM: Moody's Confirms CFR to B2 Amid NCI Building Merger
PLY GEM: S&P Raises Issuer Credit Rating to 'B+', Outlook Stable
PRECIPIO INC: Expects Third Quarter Revenue of $648,000
PREFERRED CARE: Desert Springs Transferring Rehab Center Operations
PRESSURE CONTROL: Seeks to Hire Thibodaux Hebert as Accountant

REALTEX CONSTRUCTION: Seeks to Hire Munsch Hardt as Attorney
REIGN SAPPHIRE: Dismisses Hall & Company as Accountants
RENNOVA HEALTH: Expects Roughly $5.4-M in Third Quarter Revenue
S&C TEXAS INVESTMENTS: Hires Margaret M. McClure as Counsel
SAFE HAVEN HEALTH: Hires Elizabeth Otander as Accountant

SEARS HOLDINGS: Electrolux Exposure Is 10% of Revenue
SEARS HOLDINGS: ESL Hopes for Return to Profitability
SHARING ECONOMY: Terminates 7 Purchase Deals for Various Reasons
SHARING ECONOMY: Terminates License Agreement with ECRENT
SHERIDAN FUND I: S&P Affirms 'CCC+' ICR, Outlook Negative

SHERIDAN FUND II: S&P Affirms 'CCC+' ICR, Outlook Negative
SILGAN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable
SOUTHERN GRAPHICS: Moody's Lowers CFR to B3, Outlook Stable
SPANISH BROADCASTING: Estimates Q3 Net Revenue of $33.5M to $34M
ST. CHARLES HOSPITAL: S&P Cuts GO Parity Debt Rating to 'B'

STOP ALARMS: Trustee Hires Taylor English as Counsel
TECHNOLOGY SOLUTIONS: Seeks to Hire Shulman Hodges as Counsel
TLG CAPITAL: Case Summary & 5 Unsecured Creditors
TOISA LIMITED: Taps Reed Smith as English Law Counsel
UNITED RECYCLING: Hires Minsin Law as Bankruptcy Counsel

UNIVERSAL HEALTH: S&P Affirms 'BB+' ICR, Outlook Stable
VERITY HEALTH: Selling All Assets of Hospital Affiliates for $235M
W. JOSHUA LLC: Seeks to Hire Bruce Feinstein as Counsel
WALKER & DUNLOP: Moody's Alters Outlook on Ba2 CFR to Positive
WAVEGUIDE CORPORATION: Taps KPMG LLP as Tax Accountant

WOODBRIDGE GROUP: Selling Bishop's Los Angeles Property for $11M
WOODBRIDGE GROUP: Selling Diamond's Los Angeles Property for $30M
WOODBRIDGE GROUP: Selling Heilbron's Los Angeles Property for $5.7M
XO AMERICAS: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
[*] Intrepid Partners, Rothschild Enter Into Strategic Alliance

[^] BOOK REVIEW: Macy's for Sale

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1 GLOBAL: 1st Global Files Trademark Infringement Suit
------------------------------------------------------
1st Global, a Dallas-based wealth management partner to CPA firms,
recently brought suit against Florida-based 1 Global Capital LLC
for the unauthorized use of its company name and logos in marketing
itself and operating under the names 1st Global Capital LLC and 1st
Global Capital Financial Services in violation of federal law.  1
Global Capital purported to be, among other things, a firm
specializing in offering merchant cash advances to borrowers unable
to obtain more traditional bank-financing.

After the filing of 1st Global's suit on July 27, 2018, 1 Global
Capital LLC filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Florida.  On Aug. 23,
2018, the U.S. Securities and Exchange Commission brought suit
against 1 Global Capital LLC, its former CEO Carl Ruderman, and
other related entities for an alleged scheme to defraud over 3,400
1 Global Capital LLC customers.

According to the SEC's suit, 1 Global Capital LLC engaged a network
of barred brokers and registered and unregistered investment
advisers to offer and sell over $280 million in unregistered
securities to investors in as many as 25 states nationwide.

As news of the SEC's action against 1 Global Capital LLC spread,
1st Global proactively worked with news outlets such as Investment
News and the Kansas City Star to make a distinction between the
two.  For more than 25 years, the Texas-based 1st Global has
partnered with CPA firms to offer the highest level of wealth
management services to clients.  Unfortunately, many internet
postings and numerous solicitations by law firms have incorrectly
referred to 1 Global Capital LLC as "1st Global" -- creating more
confusion.

"We want to make sure everyone understands we are in no way
affiliated with 1st Global Capital LLC, 1 Global Capital LLC or 1st
Global Capital Financial Services and they have nothing do with our
company," David Knoch, president of 1st Global.  "1st Global has
requested and continues to request that all media outlets and other
communications about this unfortunate situation accurately identify
those involved."

1st Global Capital Corp. and 1st Global Advisors, Inc. are Delaware
corporations incorporated in 1992, headquartered in Texas.  As a
wealth management partner to more than 300 CPA firms and 800
professionals throughout the United States, we are licensed to sell
investments and provide advisory services.

The company has no connection in any way to 1 Global Capital LLC,
1st Global Capital Financial Services LLC, 1 West Capital, or Carl
Ruderman.

                         About 1st Global

1st Global -- http://www.1stGlobal.com/-- was founded in 1992 by
CPAs who believe that accounting, tax and estate planning firms are
uniquely qualified to provide comprehensive wealth management
services to their clients.  1st Global is a research and consulting
partner that provides CPA, tax and estate planning firms with
education, technology, business-building framework and client
solutions that make these firms leaders in their professions
through dedicated professional client relationships built around
wealth management.  Around 400 firms have chosen to affiliate with
1st Global, making it one of the largest financial services
partners for the tax, accounting and legal professions.

Securities are offered through 1st Global Capital Corp. which is a
member of FINRA and SIPC and is headquartered at 12750 Merit Dr.,
Ste. 1200 in Dallas, Texas, 214-294-5000.  Investment advisory
services are offered through 1st Global Advisors, Inc.

                      About 1 Global Capital

1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.

1 Global Capital LLC, based in Hallandale Beach, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-19121) on July 27, 2018.  In the petition signed
by Steven A. Schwartz and Darice Lang, authorized signatories, 1st
Global Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.  The Hon. Raymond B. Ray
presides over the cases.  Greenberg Traurig LLP, led by Paul J.
Keenan Jr., Esq., serves as bankruptcy counsel; and Epiq Corporate
Restructuring, LLC, as claims and noticing agent.


3600 ASHE: Hires LRS Realty & Management as Property Manager
------------------------------------------------------------
3600 Ashe, LLC, seeks authority from the U.S. Bankruptcy Court for
the Central District of California to employ LRS Realty &
Management, Inc., as property manager to the Debtor.

3600 Ashe requires LRS Realty & Management to:

   a. lease and manage the Debtor's real property, known as a 19
      condominium units owned by the Debtor, identified as Units
      3, 4, 5, 6, 7, 8, 9, 13, 17, 19, 21, 23, 24, 26, 29, 30,
      31, 32, and 33, located at 3600 Ashe Road, Bakersfield,
      California 93309, including maintaining relations with
      tenants and procuring new tenants;

   b. advertise and market the available property for rent;

   c. screen prospective tenants;

   d. negotiate, prepare, and execute new leases and lease
      extensions and cancel and modify existing leases when
      appropriate;

   e. collect rents, charges, security deposits, and other
      amounts from tenants;

   f. maintain the books and records in connection with those
      amounts received from tenants and those amounts paid by
      the firm;

   g. commence legal actions or proceedings to enforce the
      applicable law, enforce the terms of a lease, collect
      unpaid rents, and evict tenants or other persons;

   h. make or cause to be made the appropriate ordinary repairs
      and maintenance of the property; and

   i. perform any other services which may be appropriate,
      required, or in the interest of the Debtor in connection
      with leasing and managing the property.

LRS Realty & Management will be paid as follows:

   (1) Monthly management fee equal to the greater of (a) 5% of
       the collected rents that month or (b) $750;

   (2) $895 for each new tenant who signs a lease; and

   (3) $895 for each current tenant who renews or extends his or
       her lease term.

LRS Realty & Management will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Alec Bernstein, president of LRS Realty & Management, Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

LRS Realty & Management can be reached at:

     Alec Bernstein
     LRS REALTY & MANAGEMENT, INC.
     9400 Topanga Canyon Blvd., Suite 110
     Chatsworth, CA 91311
     Tel: (818) 884-5155

                        About 3600 Ashe

3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the
petition signed by Stephen Hall, managing member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Deborah J. Saltzman presides over the case.  Dean G.
Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten
LLP, serves as bankruptcy counsel to the Debtor.


ACHAOGEN INC: Submits Marketing Application to EMA for Plazomicin
-----------------------------------------------------------------
Achaogen, Inc. has submitted a Marketing Authorization Application
to the European Medicines Agency (EMA) for plazomicin.  The Company
is seeking approval for the following indications:

  * Complicated urinary tract infections (cUTI), including
    pyelonephritis,

  * Bloodstream infections (BSI) due to certain Enterobacteriaceae
    and

  * Infections due to Enterobacteriaceae in adult patients with
    limited treatment options

Plazomicin is marketed as ZEMDRITM in the United States and was
approved by the U.S. Food and Drug Administration (FDA) in June
2018 as a once-daily aminoglycoside for use in adults with cUTI,
including pyelonephritis, due to certain Enterobacteriaceae.

"Our mission is to bring much-needed antibiotics to patients
globally and, with this MAA submission, we are one step closer to
that goal," said Blake Wise, Achaogen's chief executive officer.
"We look forward to the acceptance of this application and the
potential to bring a new treatment option to EU patients and
healthcare professionals who face the daily challenge of treating
recurrent and resistant gram-negative infections."

The MAA is supported by data from both the EPIC (Evaluating
Plazomicin In cUTI) and CARE (Combating Antibiotic-Resistant
Enterobacteriaceae) clinical trials.  EPIC was the first randomized
controlled study of once-daily aminoglycoside therapy for the
treatment of cUTI, including pyelonephritis.  CARE was the
first-of-its-kind investigation looking at the efficacy and safety
of plazomicin in patients with serious infections due to
carbapenem-resistant Enterobacteriaceae (CRE).

                       About Achaogen, Inc.

South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company
committed to the discovery, development, and commercialization of
novel antibacterials to treat multi-drug resistant gram-negative
infections.  The Company is developing plazomicin, its lead product
candidate, for the treatment of serious bacterial infections due to
MDR Enterobacteriaceae, including carbapenem-resistant
Enterobacteriaceae.  In 2013, the Centers for Disease Control and
Prevention identified CRE as a "nightmare bacteria" and an
immediate public health threat that requires "urgent and aggressive
action."

Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016 and a net loss of $27.09 million in 2015.
As of June 30, 2018, Achaogen had $142.7 million in total assets,
$73.78 million in total liabilities, $10 million in contingently
redeemable common stock, and $58.91 million in total stockholders'
equity.


ACQUAFREDDA ENTERPRISES: Hires Gabriel Del Virginia as Counsel
--------------------------------------------------------------
Acquafredda Enterprises, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the Law Offices of Gabriel Del Virginia, as attorney to the
Debtor.

Acquafredda Enterprises requires Gabriel Del Virginia to:

   (a) provide the Debtor legal advice regarding its authorities
       and duties as a debtor-in-possession in the continued
       operation of its business and the management of its
       property and affairs;

   (b) prepare all necessary pleadings, orders, and related legal
       documents and assist the Debtor and its accounting'
       professionals in preparing monthly reports to the Office
       of the U.S. Trustee; and

   (c) perform any additional legal services to the Debtor which
       may be necessary and appropriate in the conduct of the
       bankruptcy case.

Gabriel Del Virginia will be paid at these hourly rates:

     Gabriel Del Virginia, Partner         $675
     Associates                            $350
     Paralegals                            $150

The Debtor paid Gabriel Del Virginia in the amount of $18,717,
including the $1,717 filing fee.

Gabriel Del Virginia will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Gabriel Del Virginia, sole member of the Law Offices of Gabriel Del
Virginia, 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.

Gabriel Del Virginia can be reached at:

     Gabriel Del Virginia, Esq.
     LAW OFFICES OF GABRIEL DEL VIRGINIA
     30 Wall Street-12th Floor,
     New York, NY 10005.
     Tel: (212) 371-5478
     Fax: (212) 371-0460
     E-mail: gabriel.delvirginia@verizon.net

                  About Acquafredda Enterprises

Acquafredda Enterprises, LLC. is a privately held company that
provides business support services.  The Company filed for
bankruptcy protection on Feb. 11, 2013 (Bankr. S.D.N.Y. Case No.
13-10269).

Acquafredda Enterprises, based in Bronx, NY, again filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 18-12419) on Aug. 9, 2018.
In the petition signed by Susan Acquafredda, managing member, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  The Hon. Sean H. Lane presides over the case.
Gabriel Del Virginia, Esq., at the Law Offices of Gabriel Del
Virginia, serves as bankruptcy counsel.


ADVANTAGE TENNIS: Seeks to Hire Greenbaum Rowe as Attorney
----------------------------------------------------------
Advantage Tennis, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Greenbaum Rowe Smith
& Davis LLP, as attorney to the Debtor.

Advantage Tennis requires Greenbaum Rowe to:

   a. assist in the preparation of schedules of assets and
      liabilities and statement of financial affairs;

   b. advise the Debtor with respect to its power and duties as
      Debtor-in-Possession in the management of its business;

   c. negotiate with creditors of the Debtor-in-Possession and
      take the necessary legal steps to confirm and consummate a
      Plan of Reorganization;

   d. prepare on behalf of the Debtor, all necessary
      Applications, Motions, proposed Orders, reports and
      pleadings to be filed in the matter;

   e. appear before the bankruptcy court to represent and protect
      the interest of the Debtor-in-Possession and the estate;
      and

   f. perform all other legal services for the Debtor-in-
      Possession which may be necessary and proper for its
      effective reorganization as well as all professional
      services customarily required by the Debtor.

Greenbaum Rowe will be paid at these hourly rates:

     Partners                   $600
     Paralegals                 $125-$185

Greenbaum Rowe will be paid a retainer in the amount of $25,000.

Greenbaum Rowe will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David L. Bruck, a partner at Greenbaum Rowe Smith & Davis LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Greenbaum Rowe can be reached at:

     David L. Bruck, Esq.
     GREENBAUM ROWE SMITH & DAVIS LLP
     Metro Corporate Campus One
     Woodbridge, NJ 07095
     Tel: (732) 549-5600

                     About Advantage Tennis

Advantage Tennis LLC has a leasehold interest in a tennis facility
located at 99 Clarksville Road, Princeton, New Jersey valued by the
company at $1.9 million.

Advantage Tennis LLC, based in Cranbury, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-30214) on Oct. 10, 2018.  In
the petition signed by Frank Marckioni, member, the Debtor
disclosed $1,935,355 in assets and $2,028,451 in liabilities.
David L. Bruck, Esq., at Greenbaum Rowe Smith & Davis LLP, serves
as bankruptcy counsel.




AKORN INC: Moody's Lowers CFR to B3 & Alters Outlook to Developing
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Akorn, Inc.
including the Corporate Family Rating to B3 from B1, the
Probability of Default Rating to B3-PD from B1-PD and the senior
secured term loan rating to B3 from B1. Moody's also downgraded the
Speculative Grade Liquidity Rating to SGL-2 from SGL-1. This action
concludes the ratings review initiated on April 26, 2017. Akorn's
rating outlook was revised to developing from ratings under review.


On October 1, 2018, a Delaware Chancery Court ruling upheld
Fresenius SE & Co. KGaA's termination of its merger agreement with
Akorn on grounds that a Material Adverse Effect had taken place.
The merger was entered into more than a year ago. Akorn indicated
it would appeal the decision.

"The downgrade reflects Akorn's deteriorating stand-alone credit
profile and the decreasing likelihood that it will be acquired by
Fresenius," said Moody's Vice President Morris Borenstein. "Akorn
has high financial leverage at over 7 times gross debt/EBITDA, and
will have weak cash flow over the next 12-18 months as the
company's product pipeline has not been able to offset declines in
the existing portfolio," continued Borenstein.

The rating outlook is developing reflecting the possibility that
the Delaware ruling is overturned at an appellate court increasing
the likelihood that Akorn is acquired by Fresenius. The developing
outlook also reflects uncertainty around Akorn's stand-alone
strategy as well as risks associated with Akorn's outstanding
manufacturing and compliance issues. These and other remediation
actions may be costly and result in business disruptions that could
weaken Akorn's credit profile.

Ratings downgraded:

Akorn, Inc.

Corporate Family Rating to B3 from B1

Probability of Default Rating to B3-PD from B1-PD

Senior secured term loan to B3 (LGD3) from B1 (LGD4)

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

The outlook was revised to developing from ratings under review.

RATINGS RATIONALE

Akorn's B3 Corporate Family Rating is constrained by its high
financial leverage, weak free cash flow, and mainly declining
portfolio of products. It is also constrained by its moderate size
in the highly competitive generic drug industry where Akorn
competes against significantly larger companies. Moody's believes
Akorn's debt/EBITDA will increase in 2019 unless the company repays
debt voluntarily or significantly reduces its cost base.
Debt/EBITDA was high at above 7 times for the twelve months ended
June 30, 2018. Moody's believes earnings will further erode in 2019
driven by volume and price erosion on existing products and only
partially offset by modest contributions from new product launches.
In addition, failure to resolve observations made by the FDA at its
Decatur, Illinois plant in July 2018 could disrupt its ability to
receive FDA approvals of new products. The rating is supported by
Akorn's good liquidity and high EBITDA margins. The ratings are
also supported by Akorn's specialization in more complex
formulations, including injectables, ophthalmics and topicals.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation for good liquidity over the next 12-15 months. The
company had $300 million of cash at June 30, 2018. Absent
meaningful cost base reductions, Moody's believes free cash flow
will be limited in 2019. Akorn has access to $135 million of
availability under its $150 million asset-based lending (ABL)
facility that is not likely to be utilized, however the facility
expires in April 2019. The ABL has a 1 times minimum fixed charge
coverage covenant that is in effect when more than 90% of the
facility is drawn. The term loan does not have any maintenance
covenants and matures in April 2021.

Akorn's ratings could be downgraded if Akorn is unable to
sustainably generate free cash flow or if its liquidity materially
weakens. Escalation of manufacturing and regulatory compliance
issues at the FDA that result in business disruptions could also
warrant a downgrade. The ratings could be upgraded if Moody's
expects Akorn's debt/EBITDA to be sustained below 6 times. In
addition, should Akorn become a standalone company, a
well-articulated strategy for sustainable growth in the US generics
market and decreased risk of business disruptions from supply and
manufacturing issues would also be needed for an upgrade.

Akorn, Inc., headquartered in Lake Forest, IL, is a specialty
generic pharmaceutical manufacturer. The company focuses on generic
drugs in alternate dosage forms such as ophthalmic drugs,
injectable drugs and others in liquid, semi-solid, topical and
nasal spray dosage forms. The company reported revenue of $763
million for the twelve months ended June 30, 2018.

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.


ALLY FINANCIAL: S&P Alters Outlook to Positive & Affirms BB+ ICR
----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Ally Financial
Inc. (Ally) to positive from stable. S&P said, "At the same time,
we affirmed our ratings on Ally, including our 'BB+' long-term
issuer credit and senior unsecured debt ratings, 'BB-' subordinated
debt rating, and 'B' short-term issuer credit, commercial paper,
and preferred stock ratings."

The outlook revision reflects improving trends in Ally's
profitability and consumer auto net charge-offs while sustaining
the strength of its direct banking business. The company's
profitability, which is generally weaker than other rated banks,
improved significantly in the first half of the year, reaching a
double-digit return on equity in the second quarter. It benefited
from a lower effective tax rate--dropping to 24.5% in the second
quarter from 32.4% in the prior-year quarter because of U.S. tax
reform--higher retail and commercial auto yields, and a significant
drop in its retail net charge-off rate.

The positive outlook reflects Ally's improving profitability,
credit quality, and direct banking deposit business. S&P could
raise the rating in the next 12-24 months if the company maintains
its improved level of profitability without taking on more
risk--which will likely depend on it avoiding a deterioration in
credit quality or a sharp increase in deposit costs--or materially
reducing its capital ratios.

Specifically, S&P will holistically evaluate the following
factors:

-- Profitability: Whether Ally can maintain or improve upon the
profitability it reported in the first half of the year--for
instance with a return on equity close to or above 10% and a return
on assets closer to 1%;

-- Credit quality: Whether it can maintain consolidated net
charge-offs of less than 1.0%, with annualized consumer auto net
charge-offs of less than 1.60%;

-- Regulatory capital: Whether it maintains regulatory capital
ratios near current levels, including a common equity Tier 1 (CET1)
ratio over 9.0%; and

-- RAC ratio: Whether it will maintain a RAC ratio close to or
above 10%. This will depend not only on the company's earnings,
growth, and shareholder payouts, but also on its trust preferred
securities. When the term to maturity of the underlying securities
drops below 20 years in 2020, S&P will cease counting them as
capital, in line with its criteria. Ally's decision whether to
replace them--fully, partially, or not at all--with permanent
capital will affect the RAC ratio.

S&P could revise the outlook to stable in the next 12-24 months
if:

-- Ally experiences reduced profitability, perhaps due to
competitive conditions in auto finance or rising deposit costs;

-- Ally's retail auto net-charge offs rise materially above 1.6%
or consolidated net charge-offs rise materially above 1.0%; or

-- Ally's regulatory capital ratios decline, most notably its CET1
ratio declines below 9.0%.



ALSTRAW ENTERPRISES: Selling Plaza Coin Laundry for $76K
--------------------------------------------------------
Alstraw Enterprises, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the sale of the leasehold
improvements, the real estate leases and all of the personal
property assets in coin operated laundry location in Dumfries,
Virginia, also known as The Plaza Coin Laundry, to Dr. Amar
Mukhtar, Awad Abdalla, and Nutaila Osman for $76,000.

When the case was filed, the Debtor corporation operated four coin
laundries at separate locations, including Dulles Park, Herndon,
Dumfries and Manassas.  Each of these businesses occupied leased
space and had different names under which they did business.  The
Dumfries location is known as "The Plaza Coin Laundry," Herndon is
known as the "The Herndon Coin Laundry," and the Manassas location
was known as "Don's Wash."

After a commercially reasonable advertising campaign by Auction
Markets, LLC, which included the preparation of financial
information by the Analytic Financial Group for the purpose of
providing prospective buyers with reliable financial data related
to each specific location, the Debtor received offers for "The
Plaza Coin Laundry" from at least two parties.

On Sept. 11, 2018, the Court approved the sale of The Plaza Coin
Laundry to the highest bidder for $67,000, and at the same time the
Court authorized the sale to a back-up bidder for $60,000.  An
order was entered on Sept. 17, 2018 authorizing the sale and
setting deadlines for the successful bidders to negotiate a new
lease with the landlord and close on the sale.  The deadlines in
that order have passed without either bidder closing.

On Sept. 21, 2018, the Debtor received a third offer to purchase
The Plaza Coin Laundry from the Buyers for $76,000.  The Parties
have executed their Asset Purchase Agreement.  In addition, these
bidders have already accepted the same lease offered by the
landlord which was rejected by the prior two bidders.

The APA contemplates the assignment of all leasehold rights, and
sale of all of the Debtor's assets, tangible and intangible, at the
Dumfries location, The Plaza Coin Laundry, including, but not
limited to, washing machines, dryers, coin machines, vending
machines, fixtures and the like, in addition to the Debtor's good
will and business name associated with it.

The Debtor's principal, Arjen Weiss, and not the Debtor Alstraw, is
the tenant on the lease for the Dumfries location.  Mr. Weiss will
cooperate and do all that may be necessary to transfer his lease
rights to the buyer.  However, the APA is subject to the landlord
accepting the Buyers as a tenant.

Under the terms of Mr. Karbelk's employment, he is entitled to a
10% commission paid at settlement on all assets sold through his
efforts, and the recovery of marketing expenses of up to $3,000 for
each sale.  The commission on this sale would be split between
Stephen Karbelk/Auction Markets, LLC, the estate's agent, and
Horizon Business Brokers, LLC, the Buyers' agent.  At the same
time, it is anticipated that not more than $3,000 in expenses for
professional photographs, DropBox Due Diligence Room, and Constant
Contact email marketing will be payable on this sale to Auction
Markets, LLC at the time of closing.

There are no liens against the Debtor, nor any encumbrances on the
assets to be sold under the APA.

The Debtor cannot operate the Dumfries location profitably, and its
sale would reduce its operating loss and provide it funds which
will enable it to file a Plan of Reorganization.

A copy of the APA attached to the Motion is available for free at:

    http://bankrupt.com/misc/Alstraw_Enterprises_107_Sales.pdf

The Purchaser:

          Dr. Amar Mukhtar
          2116 Cedar Street
          Richmond, VA 23223

                  About Alstraw Enterprises

Alstraw Enterprises, Inc. operates four coin laundries at separate
locations, including Dulles Park, Herndon, Dumfries and Manassas.
Each of these businesses occupy leased space and some have
different names under which they do business, the Dumfries location
being known as "Plaza Coin Laundry" and Herndon being known as the
"The Herndon Coin Laundry."

Alstraw Enterprises, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 18-11430) on April 23, 2018.  

The Debtor hired Richard G. Hall, as counsel.  Stephen Karbelk of
Auction Markets, LLC was appointed as the sales agent for the
Debtor on July 12, 2018.  Scott W. Miller of Analytic Financial
Group, LLC was appointed as a financial advisor for the Debtor
retroactively to June 15, 2018, on July 17, 2018.


AMBOY GROUP: Seeks to Hire McManimon Scotland as Attorney
---------------------------------------------------------
Amboy Group, LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
McManimon Scotland & Baumann, LLP, as attorney to the Debtor.

Past counsel of the Debtor, Anthony Sodono, III, Esq., and Sari
Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono,
P.C., was now employed by McManimon Scotland.

Amboy Group requires McManimon Scotland to:

   a. advise the Debtors with respect to the power, duties and
      responsibilities in the continued management of the
      financial affairs as a debtor, including the rights and
      remedies of the debtor-in-possession with respect to its
      assets and with respect to the claims of creditors;

   b. advise the Debtors with respect to preparing and obtaining
      approval of a Disclosure Statement and Plan of
      Reorganization;

   c. prepare on behalf of the Debtors, as necessary,
      applications, motions, complaints, answers, orders, reports
      and other pleadings and documents;

   d. appear before the Bankrupty Court and other officials and
      tribunals, if necessary, and protecting the interests of
      the Debtors in federal, state and foreign jurisdictions and
      administrative proceedings;

   e. negotiate and prepare documents relating to the use,
      reorganization and disposition of assets, as requested by
      the Debtors;

   f. negotiate and formulate a Disclosure Statement and Plan of
      Reorganization;

   g. advise the Debtors concerning the administration of its
      estate as a debtor-in-possession; and

   h. perform such other legal services for the Debtors, as may
      be necessary and appropriate herein.

McManimon Scotland will be paid at these hourly rates:

         Partners            $375 to $625
         Associates          $225 to $370
         Law Clerks              $195
         Paralegals          $145 to $215

McManimon Scotland will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Anthony Sodono, III, a partner of McManimon Scotland & Baumann,
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 Debtors and their
estates.

McManimon Scotland can be reached at:

     Anthony Sodono, III, Esq.
     Sari B. Placona, Esq.
     MCMANIMON SCOTLAND & BAUMANN, LLC
     75 Livingston Avenue
     Roseland, NJ 07068
     Tel: (973) 622-1800

                       About Amboy Group

Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet,
d/b/a Amboy Cold Storage, is a provider of food products and
temperature controlled warehouses.  Its food processing and cold
storage facility serves as a manufacturer/distributor of authentic
Irish and Italian meat products in America. Amboy Group's facility
is USDA, FDA and SQF 2000 certified.

CLU Amboy, LLC, is the fee simple owner of a real property located
at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of
$13 million.  CLU Amboy reported gross revenue of $624,444 in 2016
and gross revenue of $644,066 in 2015.

Amboy Group holds a 51% interest in an American entity known as
Parmacotta-Amboy NA, LLC that distributes Italian meats.  The
remaining 49% is owned by an American entity known as Parmacotto
America.  Parmacotto America is owned by Paramcotto sPa. Parmacotto
sPa has been subject to insolvency proceedings in Italy for
approximately two and half years, during which time, no revenue has
flowed from Parmacotto sPa to Amboy Group.  Amboy Group's gross
revenue amounted to $10.01 million in 2016 and $6.26 million in
2015.

Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11
petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct.
25, 2017.  At the time of filing, the Amboy Group reported $1.48
million in assets and $7.11 million in liabilities, while CLU Amboy
reported $13.34 million in assets and $10.78 million in
liabilities.

The Hon. Christine M. Gravelle presides over the case.

The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair
Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as
bankruptcy counsel, substituted by McManimon Scotland & Baumann,
LLP.  The Debtors hired Reitler Kailas & Rosenblatt LLC as special
counsel, and Thomas A. Ferro, P.C., as their accountant.  The
Debtors also tapped Sout Risius Ross Advisors, LLC, and its
affiliate Stout Risius Ross, LLC, as financial advisor and
investment banker.


AMERIQUEST SECURITY: Hires Michael Jay Berger as Counsel
--------------------------------------------------------
Ameriquest Security Service, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
the Law Offices of Michael Jay Berger, as counsel to the Debtor.

Ameriquest Security requires Michael Jay Berger to:

   a. provide all legal services reasonably required to represent
      the Debtor in its Chapter 11 bankruptcy proceeding;

   b. communicate with creditors of the Debtor;

   c. review the Debtor's Chapter 11 bankruptcy petition and all
      supporting schedules;

   d. advise the Debtor of its legal rights and obligations in a
      bankruptcy proceeding;

   e. work to bring the Debtor into full compliance with
      reporting requirements of the Office of the U.S. Trustee;

   f. prepare status reports as required by the Bankruptcy Court;
      and

   g. respond to any motions filed in the Debtor's bankruptcy
      proceeding.

Michael Jay Berger will be paid at these hourly rates:

     Partners                       $425-$525
     Associates                     $275-$425
     Paralegals                     $200-$225

On September 12, 2018, the Debtor paid Michael Jay Berger a
retainer in the amount of $18,000, including the $1,717 filing
fee.

Michael Jay Berger will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Michael Jay Berger, partner of the Law Offices of Michael Jay
Berger, 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.

Michael Jay Berger can be reached at:

     Michael Jay Berger, ESq.
     LAW OFFICES OF MICHAEL JAY BERGER
     9454 Wilshire Blvd. 6th Floor
     Beverly Hills, CA 90212-2929
     Tel: (310) 271-6223
     Fax: (310) 271-9805
     E-mail: Michael.berger@bankruptcypower.com

              About Ameriquest Security Service

Ameriquest Security Service is in the security guard service
business.

Ameriquest Security Service, based in Culver City, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-21241) on Sept.
25, 2018.  In the petition signed by Akram Gendy, president and
CEO, the Debtor estimated $100,000 to $500,000 in assets and $1
million to $10 million in liabilities.  The Hon. Julia W. Brand
presides over the case.  Michael Jay Berger, Esq., at the Law
Offices of Michael Jay Berger, serves as bankruptcy counsel.




ANAYA-GUERRERO: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Anaya-Guerrero Partnership
        8040 Gateway East Blvd.
        El Paso, TX 79907

Business Description: Anaya-Guerrero Partnership owns a retail
                      store located at 409 South El Paso Street,
                      El Paso, Texas, valued at $600,000.  The
                      Partnership also has a retail or warehouse
                      facility in El Paso, Texas valued at $2.15
                      million.

Chapter 11 Petition Date: October 17, 2018

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Case No.: 18-31750

Judge: Hon. Christopher H. Mott

Debtor's Counsel: Corey W. Haugland, Esq.
                  JAMES & HAUGLAND, P.C.
                  609 Montana Avenue
                  El Paso, TX 79902-5303
                  Tel: (915) 532-3911
                  Fax: (915)541-6440
                  E-mail: chaugland@jghpc.com

Total Assets: $3,083,890

Total Liabilities: $1,806,503

The petition was signed by Ernesto Anaya, general partner.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at:

             http://bankrupt.com/misc/txwb18-31750.pdf


APEX XPRESS: Taps Three Twenty-One Capital as Investment Banker
---------------------------------------------------------------
Apex Xpress, Inc., received approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Three Twenty-One Capital
Partners, LLC, as its investment banker.

The Debtor tapped the firm because it requires assistance with
restructuring, selling or securing a partner via a restructuring
process, asset sale, merger, or sale of equity interests.

Three Twenty-One will be paid at the closing of a transaction a
flat fee of $45,000, plus 10% of the value of the final
court-approved transaction.  

In the event the transaction contemplates the sale of equity in the
Debtor, the 10% fee will be the difference between the transaction
value of $100,000 contemplated in the Raymond Cerchione and Lori
Cerchione offer set forth in the Debtor's second amended Chapter 11
plan of reorganization, and the value of the final-court approved
transaction for the sale of the equity.   

The firm will also be reimbursed for up to $5,000 in expenses.

Ervin Terwilliger, managing partner of Three Twenty-One, disclosed
in a court filing that he and his firm are "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Ervin M. Terwilliger  
     Three Twenty-One Capital Partners, LLC
     5950 Symphony Woods Road, Suite 200
     Columbia, MD 21044
     Phone: 443-325-5290
     Fax: 443.703.2330

                     About Apex Xpress, Inc.

Apex Xpress, Inc., formerly known as Apex Trucking, provides
transportation services.  The Company offers copier, car, and
motorcycle transportation services, as well as warehousing, copier
installation, prepping, flatbed and building services.  The Company
has locations in Secaucus, New Jersey, Brooklyn, Maryland and
Brockton, Massachusetts.

Apex Xpress filed for bankruptcy protection (Bankr. D.N.J. Case No.
18-13134) on Feb. 16, 2018.  In the petition signed by Robert M.
Cerchione, president, the Debtor estimated assets of $1 million to
$10 million, and liabilities of $10 million to $50 million.

The Hon. Stacey L. Meisel presides over the case.   

The Debtor tapped Saul Ewing Arnstein & Lehr LLP as its legal
counsel, and Argus Management Corporation as its financial
advisor..

On May 19, 2018, an order was entered approving the appointment of
Kenneth J. DeGraw, as the examiner of Apex Xpress.  The Examiner
hired Mellinger Sanders & Sanders, LLC, as his legal counsel, and
Withum Smith & Brown, PC, as his accountant.


ASP MCS: Moody's Cuts Corp. Family Rating to Caa1, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings for ASP MCS
Acquisition Corp., including the company's Corporate Family Rating
(CFR, to Caa1 from B3) and Probability of Default Rating (PDR, to
Caa1-PD from B3-PD), and the ratings for its senior secured first
lien credit facilities (to Caa1 from B3). The ratings outlook is
negative.

"The downgrades broadly reflect rising credit risk -- in
particular, weakening liquidity and its expectation that leverage
will remain elevated owing to operational underperformance in a
persistently challenging industry environment, and lower volumes
from a large customer following the loss of a key customer earlier
in the year," according to Moody's analyst Jonathan Teitel.

Moody's took the following rating actions for ASP MCS Acquisition
Corp.:

Downgrades:

Issuer: ASP MCS Acquisition Corp.

Probability of Default Rating, downgraded to Caa1-PD from B3-PD

Corporate Family Rating, downgraded to Caa1 from B3

Gtd Senior Secured First Lien Bank Credit Facility, downgraded to
Caa1 (LGD3) from B3 (LGD3)

Outlook Actions:

Issuer: ASP MCS Acquisition Corp.

Outlook, remains Negative

RATINGS RATIONALE

MCS' Caa1 CFR broadly reflects pressures on the company's
liquidity, very high financial leverage, a concentrated customer
base with limited business scope, and exposure to low rates of US
home mortgage loan delinquencies. Moody's expects debt/EBITDA will
continue to rise, increasing above 8x over the next 12-18 months.
Moody's expects low rates of mortgage delinquencies and low default
rates to result in ongoing organic revenue declines. Strength in
the housing market has contributed to low vacancy rates, which also
pressure the company's field service activity levels. Customer
concentration is a substantial risk to the business, according to
the rating agency. In March 2018, the company lost a top customer,
a noteworthy adverse development for its underlying credit profile.
Notwithstanding lower margins for this former customer, the loss of
this business puts pressure on the company to offset lost earnings
via additional cost reductions and business wins. Further pressing
the need to reduce costs or win new business, during June 2018 the
company received notice from another large customer that it would
proportionally reduce volumes with its field service providers to
bring these activities in house.

The company benefits from a scalable platform and established
vendor network. Profitability measures garner some support from a
fairly variable cost structure, owing to the use of subcontractors
and the outsourcing of field staff. However, Moody's expects
continued weakness in the company's operating performance,
including revenue declines and ensuing incremental pressure on
profitability.

Moody's expects the company will have adequate liquidity over the
next twelve months. However, the adequacy of liquidity during this
period is only marginal and the aforementioned prospective
operational pressures could readily result in a further weakening
of the company's liquidity profile. The company has a $35 million
revolver that doesn't expire until 2022, but Moody's anticipates
that availability thereunder will soon be constrained to just $10
million or so by the facility's governing financial covenant. As of
June 30, 2018, the company had $12 million of cash. The company's
debt service needs are substantial, including about $4 million of
annual term loan amortization and over $32 million of annual
interest expense, with some risks from rising interest rates though
these are somewhat mitigated by caps that are in place. Moody's
anticipates that the timing of working capital needs and debt
service payments could limit the company's financial and
operational flexibility. Moreover, ongoing cash needs could
constrain the company's ability to invest in turning around the
business.

The negative ratings outlook reflects the risks of operating
performance and liquidity weakening further over the next 12-18
months, which would further constrain the company's financial
flexibility and be additive to ongoing organic revenue declines and
a balance sheet that remains highly levered.

Factors that could lead to a downgrade include weakening liquidity,
further loss of customers/business or increased chargebacks, or
increased risk of a default on the company's obligations, including
through a prospective distressed exchange of debt.

An upgrade is unlikely in the near-term. However, prospective
factors that could lead to an upgrade include debt/EBITDA below 6x
and financial policies supportive of leverage sustained at this
level while organic revenue growth resumes and liquidity provisions
improve.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

MCS, headquartered in Lewisville, Texas, primarily provides
property inspection and preservation services on behalf of lenders
and loan servicers for homes with defaulted mortgage loans. The
company is owned by affiliates of American Securities LLC. Revenue
for the twelve months ended June 30, 2018 was $350 million.


ASP UNIFRAX: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Tonawanda, N.Y.-based ASP Unifrax Holdings Inc. (Unifrax). The
outlook is stable.

S&P said, "We also assigned our 'B-' issue-level and '3' recovery
ratings to the proposed $1.025 billion first-lien credit
facilities, which comprise a $125 million revolver due in 2023 and
$900 million in term loans due 2025. The first-lien term loan
consists of a $550 million U.S. dollar-denominated tranche and a
euro-denominated tranche equivalent to US$350 million. The '3'
recovery rating on the first-lien term loan indicates our
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) for lenders in the event of a payment default.

"We assigned our 'CCC+' issue-level and '5' recovery ratings to the
proposed $300 million second-lien term loan due in 2026. The '5'
recovery rating indicates our expectation for modest recovery
(10%-30%; rounded estimate: 10%) for lenders in the event of a
payment default.

"Our 'B-' issuer credit rating reflects Unifrax's high leverage of
about 8x at the end of 2018, which we expect will improve but
remain above 6.5x through 2019. We also forecast that the company
will not generate meaningful free cash flow over this period due to
sizeable growth capital expenditures (capex). We believe that
Unifrax will be able to improve its EBITDA margins as a result of
cost savings and better operating leverage, despite the company's
exposure to cyclical end markets.

"The stable outlook reflects our expectation that the combination
of management initiatives and healthy conditions in the company's
end markets will allow it to expand EBITDA margins from the mid-20%
range to the high-20% range on an S&P Global Ratings-adjusted
basis, improving leverage toward 7x by the end of 2019.

"We could lower our rating on Unifrax if leverage increases to
unsustainable levels, if the company's free cash flow is
meaningfully negative and/or if it appears likely that Unifrax will
make a large enough draw on its revolver to trigger the leverage
covenant and be unable cannot maintain headroom of at least 15%.

"Although unlikely over the next 12 months given our forecast, we
could raise our rating on Unifrax if margins improve faster or more
than expected, resulting in better-than-expected free cash flows
and significant debt reduction. Specifically, we could raise our
rating if we the company's S&P Global Ratings-adjusted
debt-to-EBITDA falls to and remains under 6.5x."





ASSUREDPARTNERS INC: S&P Affirms 'B' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
rating on AssuredPartners Inc. The outlook is stable. S&P said, "At
the same time, we affirmed our 'B' debt ratings on the company's
$1.731 billion (including $220 million incremental term loan)
first-lien term loan with a '3' recovery rating, indicating our
expectation of meaningful (50%) recovery in the event of a default.
We also have affirmed our 'CCC+' debt ratings on the company's $500
million senior notes, with a '6' recovery rating, indicating our
expectation for negligible (0%) recovery in the event of a
default."

S&P said, "The rating affirmation reflects our view that
AssuredPartners' credit measures post-issuance will remain stable
and within our expectations. We do not expect the debt issuance to
impair its overall financial risk profile. We expect
AssuredPartners to use proceeds from the add-on to finance planned
acquisitions, repay approximately $109 million of borrowings on its
revolver, and fund a segregated account, required to be used to
fund permitted future acquisitions after closing with access
subject to a pro-forma leverage test. Given the company's positive
operating performance and track record for effectively integrating
acquisitions, we expect it to absorb these acquisitions
successfully. Financial leverage (debt-to-EBITDA ratio including
operating leases) as of the 12 months ended June 30, 2018,
pro-forma for both the incremental debt and the earnings from
acquisitions (closed or under signed LOI to be funded by the
segregated cash account)is expected to increase to 7.3x, relative
to 6.8x prior to transaction.  We expect debt-to-EBITDA to remain
within our current ratings expectations of between 6.5x and 7.5x by
year-end 2018, and be sustained at these levels in 2019. Our
assessment of the company's financial risk profile remains
unchanged at highly leveraged. Overall, we expect AssuredPartners'
key credit metrics to support the current ratings.

"The stable outlook on AssuredPartners reflects our expectations
that the company's credit metrics will show very limited change
over the next 12 months (perhaps with some modest deleveraging) due
to improved cash flow from increased operational scale. We expect
very modest organic growth and for top-line development to be
supported by acquisitions, albeit to a lesser extent than in
previous years. The outlook also reflects revenue growth of 20%-23%
with EBITDA margins of 28%-30% in 2018 and 2019, resulting in a
pro-forma adjusted debt-to-EBITDA ratio of 6.5x–7.5x and EBITDA
interest coverage in the mid-2x range through 2019.

"We could revise our competitive assessment of the company to weak
and lower our rating in the next 12 months if organic growth or
cash-flow generation deteriorates, indicating strained strategic
execution and an increased risk of higher-than-expected financial
leverage and weaker-than-expected EBITDA coverage, such as adjusted
financial leverage above 8x and EBITDA coverage below 2x (pro forma
for mergers and acquisitions).

"Although unlikely in the next 12 months, we could raise the
ratings if cash-flow generation improves with financial leverage
and EBITDA coverage reflecting sustained more-conservative levels
(financial leverage of less than 5x and EBITDA coverage of
3.5x-4x).

"We have updated our recovery analysis on AssuredPartners following
the $220 million add-on to first-lien debt. We are affirming our
'B' debt ratings on the company's first-lien debt with recovery
remaining at '3' (50%). We are also affirming our 'CCC+' issue
ratings on the company's senior notes with recovery ratings
unchanged at '6' (0%).

"We have valued the company on a going-concern basis using a 6x
multiple of our projected emergence EBITDA.

"Our simulated default scenario contemplates a default in 2021
reflecting intense competition in the brokerage marketplace
resulting in significantly lower commissions and margins.
We believe that, if the company were to default, it would offer
greater value through reorganization than liquidation."

-- Emergence EBITDA: $179 million
-- Multiple: 6x
-- Gross recovery value: $1.022 billion
-- Net recovery value (after 5% administrative expenses): $1.022
    billion
-- Obligor/nonobligor split: 100%/0%
-- Estimated first-lien claims: $1.9 billion
-- Value available for first-lien claims: $1.022 billion
-- Recovery: 50%
-- Estimated second-lien claims: $518 million
-- Value available to second-lien claims: $0
-- Recovery: 0%

Note: All debt includes six months of prepetition interest.


ATHLETICO HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Athletico Holdings, LLC. At
the same time, Moody's assigned a B1 rating to proposed $490
million senior secured first lien credit facilities at subsidiary
level. The first lien secured credit facilities are comprised of a
$100 million revolving credit facility expiring in 2023 and a $390
million term loan due 2025. The rating outlook is stable.

Proceeds from the $390 term loan will be used to refinance existing
debt and to pay transaction related fees and expenses.

Ratings Assigned:

Athletico Holdings, LLC

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Athletico Management, LLC and Accelerated Health Systems, LLC as
co-borrowers

$100 million senior secured 1st lien revolver expiring 2023 at B1
(LGD3)

$390 million senior secured 1st lien term loan due 2025 at B1
(LGD3)

Athletico Holdings, LLC

Outlook stable

RATINGS RATIONALE

The B2 CFR reflects Athletico's high financial leverage, moderate
but growing scale and geographic concentration in the mid-western
region of the US. The company's adjusted debt/EBITDA, including new
clinic and refinancing related pro forma adjustments, was
approximately 5.5 times at the end of June 30, 2018. The rating
also reflects relatively low barriers to entry in physical therapy
business and risks associated with the company's rapid expansion
strategy as it grows, both organically and through acquisitions.
That said, Athletico has an established track record of growth,
both having integrated a large scale acquisition and opening new
clinics. Further, Moody's anticipates that the company will
generate solid free cash flow given low capital expenditure needs.
The majority of Athletico's investments are directed toward
establishing new physical therapy practices, which generate
attractive returns after a relatively short time period. The
ratings also reflect Moody's view that the demand for physical
therapy will continue to grow given it is relatively low-cost and
can prevent the need for more expensive treatments.

The rating outlook is stable. The stable outlook reflects Moody's
expectation that, although operating earnings will grow,
Athletico's leverage will remain high as it is likely to add debt
to pursue its growth strategy.

Ratings could be downgraded if the company's liquidity and/or
operating performance deteriorates, or if the company fails to
effectively manage its rapid growth. The ratings could also be
downgraded if the company's financial policies become more
aggressive and the leverage -- as measured by adjusted debt/EBITDA
-- is sustained above 6.0 times.

Ratings could be upgraded if Athletico materially increases its
size and scale and demonstrates stable organic growth at the same
time it effectively executes on its expansion strategy.
Additionally, adjusted debt/EBITDA sustained below 4.5 times could
support an upgrade.

Athletico Holdings, LLC, headquartered in Oak Brook, IL, is a
provider of outpatient rehabilitation services - primarily physical
therapy. The company operates over 450 clinics in 12 states of the
US, with a strong presence in the mid-west, particularly Illinois.
Revenues are approximately $405 million. Athletico is privately
owned by BDT Capital Partners, LLC.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


ATHLETICO PHYSICAL THERAPY: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Athletico Physical Therapy. The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
senior secured credit facility, consisting of the company's $100
million revolving credit facility and $390 million term loan B. The
senior unsecured debt is unrated.

The '3' recovery rating to the senior secured credit facilities
indicates S&P's expectation for a meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default.

S&P said, "Our assessment of Athletico's business reflects the
company's limited scale, with about $400 million in annual
revenues, and narrow focus, as it predominantly provides outpatient
physical therapy services. The rating also reflects substantial
geographic concentration (with more than 50% of revenues in
Illinois), limited barriers to entry in a highly fragmented market,
and exposure to changes in reimbursement from government payors and
workers compensation programs, the rates for which are partially
regulated. These factors are partially offset by the steadily
growing outpatient therapy industry, relatively stable
reimbursement rates, and solid profitability and cash flow
generation. We expect the company to maintain significant free cash
flow capacity to further its growth trajectory.

"The stable outlook reflects our expectation that the company will
grow in the mid-single-digit range, with adjusted EBITDA margins in
the 23%-25% area and steady cash flow generation. We expect the
company to steadily pursue de novo openings combined with strategic
acquisitions to further grow its business. Therefore, we expect
adjusted leverage to generally remain between 5.5x-6.5x."





AYELET SHAHAR: Taps Corcoran Group as Real Estate Broker
--------------------------------------------------------
Ayelet Shahar, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire a real estate
broker.

The Debtor proposes to employ The Corcoran Group in connection with
the sale of its real estate property located at 370 Willis Avenue,
Bronx, New York.

Corcoran will get 4% of the gross sales price of the property,
which will be for sale at a price of $1.3 million.  Any payment to
the firm will only be made if and when the property is sold.

Karen Kemp, an associate broker employed with Corcoran, disclosed
in a court filing that her firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Karen Kemp
     The Corcoran Group
     660 Madison Avenue
     New York, NY 10065
     Office: (212) 848-0460
     Fax: (212) 230-4451
     Email: karen.kemp@corcoran.com

                     About Ayelet Shahar LLC

Ayelet Shahar, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12486) on Aug. 17,
2018.   At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million.  Judge
Stuart M. Bernstein presides over the case.  The Debtor tapped
Vivian Sobers, Esq., at Sobers Law, PLLC as its bankruptcy counsel.


B.J.'S DRILL: Taps Fulkerson as Special Counsel in Vallourec Suit
-----------------------------------------------------------------
B.J.'S Drill Stem Testing, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of North Dakota to hire Fulkerson
Lotz LLP as special counsel.

The firm will represent the Debtor in a case (Case No.
4:16-cv-02650) filed by Vallourec Drilling Products USA, Inc. in
the U.S. District Court for the Southern District of Texas.

Fulkerson Lotz will charge these hourly rates:

     Thomas Fulkerson, Esq.               $700
     Nick Brown, Esq.                     $350
     Legal Assistants/Paralegals       $100 - $185

Mr. Fulkerson and his firm neither hold nor represent any interest
adverse to the interest of the Debtor and its estate, according to
court filings.

The firm can be reached through:

     Thomas M. Fulkerson, Esq.
     Fulkerson Lotz LLP
     4511 Yoakum Blvd., Suite 200
     Houston, TX 77006
     Telephone: (713) 654-5800
     Facsimile: (713)654-5801
     E-mail: tfulkerson@fulkersonlotz.com

                About B.J.'S Drill Stem Testing

B.J.'S Drill Stem Testing, Inc., offers drill stem testing services
and equipment rental.  The company is based in Mohall, North
Dakota.

B.J.'S Drill Stem Testing filed a Chapter 11 bankruptcy petition
(Bankr. D.N.D. Case No. 18-30340) on June 1, 2018.  In the petition
signed by Corey Welter, member, the Debtor disclosed $1.12 million
in total assets and $1.57 million in total liabilities.  

The Debtor tapped Patten, Peterman, Bekkedahl & Green PLLC as
bankruptcy counsel; Doak & Associates, P.C., as special counsel;
and Brady Martz & Associates, P.C., as accountant.


BAILEY'S EXPRESS: Accurate Buying Middletown Property for $395K
---------------------------------------------------------------
David Allen, the plan administrator appointed for Bailey's Express
Inc.'s bankruptcy estate, asks the U.S. Bankruptcy Court for the
District of Connecticut to authorize the sale of the commercial
real property located at 11 Industrial Park Road, Middletown,
Connecticut to Accurate Logistics, LLC, for $395,000, subject to
overbid.

Since its retention of broker, Trevor Davis Commercial Real Estate,
LLC, it has engaged in a marketing process that has generated
interest from over 10 parties interested in purchasing the
Property.  After considering the alternatives, the Plan
Administrator has determined that it is of the best interests of
the creditors to enter into a Real Estate Purchase Agreement dated
Sept. 26, 2018 for the sale of the Property as set forth in the
Purchase Agreement to the Buyer for a purchase price of $395,000.

According to a Title Report dated Sept. 14, 2018, the Connecticut
Development Commission, now known as the Department of Economic and
Community Development, recorded a mortgage in the amount of $3200
on June 5, 1973.  On information and belief this mortgage has been
satisfied and will be released by the time of the sale of the
Property.  There are no other mortgages, liens or encumbrances,
other than Permitted Encumbrances, recorded on the Property.

The Plan Administrator has further determined that it is in the
best interests of the estate to conduct an auction to solicit
higher and better bids for the Property on terms substantially
similar to those contained in the Purchase Agreement.  The Sale as
set forth in the Purchase Agreement is in the best interests of the
Debtor's bankruptcy estate, creditors and other parties in interest
since the sale will maximize the value received for the Property.

By the Motion, the Plan Administrator asks the entry of the Sale
Order authorizing the Debtor to sell the Property in accordance
with the terms of the Purchase Agreement entered into between the
Debtor and the Purchaser, or to such other entity or entities
constituting a Qualified Bidder which will submit a bid deemed by
the Court to be the highest and best offer.  The Debtor proposes to
sell the Property to the Purchaser or to the maker of the Winning
Bid, other than in the ordinary course of business, free and clear
of liens, claims, encumbrances and interests.

The Sale will be subject to higher and better offers.  The Property
will be sold pursuant to the procedures to be established by the
Bankruptcy Court pursuant to its Sale Procedures Order.  Because
the Plan Administrator is selling the Property in accordance with
his duties under the Plan, the sale does not constitute a sale of
substantially all of the assets.

Pursuant to the exclusive listing agreement between the Plan
Administrator and the Broker, the Broker is entitled to receive a
commission of 6% of the sale price.  The exclusive listing
agreement is appended to the Application for an Order Authorizing
the Employment of a Real Estate Broker which Application was
approved by Order of the Court dated Nov. 17, 2017.  The Plan
Administrator asks authority to pay the commission from the
proceeds of the sale at closing.

To preserve the value of the Property, it is critical that the
Debtor closes the Sale as practical after all closing conditions
have been met or waived.  Accordingly, the Debtor respectfully asks
that the Court waives the 14-day stay periods to the minimum amount
of time needed by any objecting party to file its appeal to allow
the Sale to close as provided pursuant to the terms of the Purchase
Agreement.

                    About Bailey's Express

Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte, Dallas,
Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis,
Neenah, Phoenix, Salt Lake City and Toledo.  It also provides
service to Mexico, Puerto Rico & Canada.

Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  The
petition was signed by David Allen, chief financial officer.

Judge Ann M. Nevins presides over the case.

Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serve as the Debtor's bankruptcy counsel.

No creditors' committee has been appointed in the case.

On Jan. 12, 2018, the court confirmed the Debtor's Chapter 11 plan
of liquidation.  Pursuant to the plan, David Allen was deemed the
plan administrator for the Debtor's estate.

On Nov. 17, 2017, the Court appointed Trevor Davis Commercial Real
Estate, LLC, as real estate broker.


BASS PRO: Moody's Affirms Ba3 Corp. Family Rating, Outlook Pos.
---------------------------------------------------------------
Moody's Investors Service affirmed Bass Pro Group, L.L.C's Ba3
Corporate Family Rating, Ba3-PD Probability of Default rating, and
B1 senior secured rating. The outlook is positive. The company
proposes to increase its existing term loan due 2024 by $800
million. The proceeds of the proposed add-on term loan, drawings on
the company's asset back revolver ($650 million) and cash on hand
will be used to redeem approximately 64% of preferred equity
($1.3billion) issued by Bass Pro's parent and make a distribution
to shareholders. The ratings are subject to final terms and
conditions.

The affirmation reflects improving margins (pro-forma for the 2017
acquisition of Cabela's) due to synergy realization ahead of plan
and higher than expected debt repayment since the acquisition
closed resulting in better than expected improvement in pro-forma
credit metrics. Margin improvement has more than offset a decline
in revenues (driven principally by the hunting and shooting
segment) in the first half of 2018. These negative trends have
started to decelerate and are expected to moderate in the second
half. While pro-forma adjusted debt/EBITDA will rise to about 5.6x
as a result of the proposed transaction, Moody's expects Bass Pro
will repay debt from free cash flow generated in the fourth quarter
thereby reducing adjusted debt/EBITDA to approximately 5.0x by
year-end 2018. The positive outlook reflects Moody's view that
EBITDA will increase materially in 2019 from continued cost and
margin synergy realization, contribution from the combined loyalty
credit card program on flat retail sales. Material debt reduction
from growing free cash flow is expected to be used to repay debt
resulting in improvement in credit metrics over the next year.

Outlook Actions:

Issuer: Bass Pro Group, L.L.C

Outlook, Remains Positive

Affirmations:

Issuer: Bass Pro Group, L.L.C

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Senior Secured Bank Credit Facility, Affirmed B1 (LGD4)

RATINGS RATIONALE

The company's Ba3 Corporate Family Rating reflects increased
consumer participation in outdoor recreational activities that
creates a stable demand environment for most of Bass Pro's
products, the company's very broad product offerings, increased
earnings contribution from the loyalty credit card program, and
demonstrated ability to profitably grow its asset base. The
acquisition of Cabela's Incorporated ("Cabela's") in late 2017 has
many strategic benefits, as it combines two premier specialty
brands in the outdoor sporting goods industry. The rating also
considers the discretionary nature of many products, particularly
boats, which have highly cyclical demand as well as declining
demand for lower margin hunting and shooting products.

Ratings could be upgraded if Bass Pro achieves targeted synergies,
including increased contribution from its loyalty credit card
program and uses its free cash flow to reduce debt and improve
credit metrics before further redemptions of preferred stock. An
upgrade would require the company to demonstrate the ability and
willingness to maintain debt/EBITDA (on a Moody's adjusted basis)
around 4.5x. The outlook could be stabilized if operating
performance and anticipated debt repayment does not trends toward
projected levels in advance of any further redemptions of preferred
stock. Ratings could be downgraded if operating performance
materially deteriorates or if it appears likely debt/EBITDA will
rise and remain above 5.5x on a sustained basis.

The principal methodology used in these ratings was Retail Industry
published in May 2018.


BLUE RIBBON: S&P Affirms B Issuer Credit Rating, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
US-based Blue Ribbon Intermediate Holdings LLC.  The outlook is
negative.

S&P said, "At the same time, we affirmed the 'B' issue level
rating, with a '3' recovery rating, on the company's first-lien
credit facilities, including a $495 million term loan maturing 2021
($460 million outstanding) and $95 million revolving credit
facility maturing November 2019. The '3' recovery rating indicates
our expectation for meaningful recovery (50%-70%; rounded estimate:
60%) in the event of a payment default."

Blue Ribbon had outstanding debt totaling $463 million as of June
30, 2018.

S&P said, "The ratings affirmation reflects our expectation that
significant cost reductions and fewer one-time costs in the second
half of 2018 will largely offset the company's reduced sales
volumes and allow it to maintain positive FOCF and continue to
repay debt. We anticipate the company will reduce its general and
administrative costs by more than 10% year over year in fiscal 2018
from a combination of workforce reductions and fewer marketing
costs for its craft and cider brands. These actions together with
much fewer inventory write-downs in its craft products compared
with 2017 should allow the company to improve EBITDA by more than
20% by fiscal year end 2018 compared with the 12 months ended June
30, 2018. The company should generate more than $15 million in FOCF
to repay debt, and reduce debt to EBITDA closer to 7x compared with
about 8.3x for the trailing 12 months ended June 30, 2018.

"The negative outlook reflects continued uncertainty around the
timing of the company's operating rebound and the risks that the
company is unable to reduce leverage below 8x by fiscal year-end
2018 or is unable to refinance its revolving credit facility
because of any negative legal developments pertaining to its
pending lawsuit against MillerCoors.

"We could lower the ratings in the coming quarters if any
unforeseen negative developments unfold in the company's lawsuit
that either disrupt production of its key beer brands or compromise
its ability to extend its revolving credit facility. Although the
company is likely to be able to continue funding its operations
next year, not having an extension in place would signal a
deficiency in its banking relationships and credit quality, and no
longer warrant a 'B' issuer credit rating. We could also lower the
rating if the company does not realize cost reductions as
anticipated while stabilizing sales declines, causing EBITDA
margins to erode by 100 bps and resulting in debt to EBITDA
remaining above 8x with no prospects for improvement over the next
12 months.

"We could revise our outlook to stable if sales declines abate once
it laps the lost volumes in its craft and cider offerings and if
the company reduces its cost structure in line with our forecast,
resulting in debt to EBITDA below 8x on a sustained basis. An
outlook revision to stable is also predicated on Blue Ribbon's
resolving its lawsuit so that it can continue to rely on brewing
volume from MillerCoors through 2022 while extending its revolving
credit facility beyond November 2019."





CABLE & WIRELESS: Fitch Assigns BB- Rating on Unsec. Notes Due 2026
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to Cable & Wireless
Senior Financing Designated Activity Company's (CWDAC) 7.5% senior
unsecured notes due 2026. Fitch previously assigned an expected
rating of 'BB-(EXP')/'RR4' to the $500M issuance on Oct. 3, 2018.

The proceeds of the notes will be used to fund a proceeds loan to
Sable International Finance Limited (SIFL), which is a trust-owned
special purpose vehicle that Cable & Wireless Communications
Limited (CWC) consolidates. Pursuant to a facility agreement, this
loan will be used to partially redeem a portion of SIFL's 2022
senior notes as well as the repayment of Cable & Wireless
International B.V.'s (CWIF) bond maturing in 2019.

CWC intends to simplify its capital structure in the future in a
manner that would lead to the creation of a new holding company.
The existing 2027 senior notes of CWDAC, as well as the new notes,
have been structured in a manner that would allow them to be moved
to this new holding company. At that time, these notes would be
both structurally and legally subordinated to CWC's Term Loan B-4
(TLB), Revolving Credit Facility (RCF) and operating company debt
and would likely be downgraded to 'B+'/'RR5'. On a pro forma basis,
the TLB, RCF and operating company debt would represent 60% of
consolidated debt.

CWC's 'BB-' Issuer Default Rating (IDR) reflects its leading market
positions across well-diversified operating geographies and service
offerings, underpinned by solid network competitiveness. Fitch
expects that the company's leverage has peaked at close to 5x,
following an aggressive capex cycle during a period of stagnant
cash flows. The SPV notes' Recovery Rating is capped at 'RR4' by
Fitch's Country-Specific Treatment of Recovery Ratings, which
indicates an anticipated recovery in the range of 30% to 50% in the
event of a default.

KEY RATING DRIVERS

Diversified Operator: The company's operation is well diversified
into mobile and fixed services and it has the number one market
position in the majority of its markets. Panama is CWC's largest
revenue contributor, representing 27% of the total sales during
2017, followed by Jamaica with 15%, and the Bahamas with 11%. The
company's revenue mix per service is also well balanced. Mobile
subscriptions accounted for 27% of total sales during 2017 and
fixed line subscriptions 22%, while B2B represented nearly 50% of
revenues.

Favorable Market Structure: The market structure in the Caribbean
is mostly a duopoly between CWC and Digicel. Due to Digicel's
stressed capital structure, pricing is expected to remain rational
in the near term, and Fitch does not believe the risk of a sizable
new entrant to be high, given the relatively small size of each
market amid the increasing market maturity, especially for mobile
services. Under this environment, Fitch expects the company's
market positions to remain stable over the medium term despite
strong competition from Digicel. CWC's continued high investment
for network upgrades should bode well for its network
competitiveness in the coming years.

Persistently High Leverage: CWC's net adjusted debt to EBITDAR
(subtracting for dividends paid to minority SH) ratio remains at
the upper end of the rating category at 4.9x in 2017. Fitch
believes that leverage will remain elevated in 2018 and 2019 as
modest EBITDAR growth will be offset by an increase in capital
expenditures from $400 million in 2017 to more than $450 million in
2018 and 2019, which will lead to negative free cash flow of around
$100 million per year. CWC runs a leveraged equity return model,
where excess cash is upstreamed to LLA to deploy elsewhere in the
group. Fitch expects leverage to remain above 4.0x.

Stagnant Cash Flow: Fitch forecasts a growth in CWC's EBITDAR to
$911 million in 2018 and $934 million in 2019 from $886 million in
2017. Fitch believes that CWC's broadband and managed services
segments will be the main growth drivers backed by its increasing
subscriber base and relatively low service penetrations, and
growing corporate/government clients' IT service demands. Fitch
does not expect data ARPU improvements in the mobile segment to
fully mitigate mobile voice ARPU trends. Legacy fixed-voice revenue
erosion is also unlikely to abate due to waning demand given cheap
mobile voice or Voice-over-internet-protocol (VoIP) services.

Debt Structure Drives Recovery Ratings: A bespoke analysis
indicates that the recovery for the CWDAC senior notes, the CWC
TLB, and the RCF is about 63%, which could have resulted in a
rating uplift. The ratings have been capped at 'RR4' due to Fitch's
Country-Specific Treatment of Recovery Rating Criteria, which does
not allow uplift for issuance of by companies that operate in
countries where concerns exists about whether the law is supportive
of creditor rights, and/or where there is significant volatility in
the enforcement of the law and legal claims. Pending further
restructuring by the company and the placement of the 2026 & 2027
notes into a subordinated holding company, the recovery expectation
for these notes would likely fall below 30% and these issuances
would be downgraded to 'B+'/'RR5'.

DERIVATION SUMMARY

CWC's leading market position, diversified operations and
relatively stable EBITDA generation compare in line or favourably
against other regional telecom operators in the 'BB' or 'B'
category. This strength is offset by its higher leverage than most
peers in the 'BB' rating category, as well as LLA's financial
strategy, which could limit any material deleveraging. The
company's overall financial profile is stronger than its regional
competitor, Digicel, rated C. The company has a weaker financial
profile and higher leverage than Millicom Group (BB+/Stable), which
supports a multi-notch differential.

No country ceiling, parent-subsidiary linkage, or operating
environment aspects impact the ratings.

KEY ASSUMPTIONS

  - Low single digit revenue growth, primarily driven by B2B
segment as residential revenue growth remains stagnant;

  - EBITDA margin to remain stable around 35-36% in medium term;

  - Capex to sales ratio of 16-18% in the medium term;

  - Limited cash upstreaming due muted FCF generation prospects.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - A positive rating action is not likely to occur given
management's history of maintaining moderately high levels of
leverage, which have historically been in excess of 4.0x.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Sustained EBITDAR-based adjusted net leverage ratios above
5.0x;

  - An erosion of the company's strong business position or
liquidity position .

LIQUIDITY

CWC possesses adequate liquidity, due to its debt maturity profile
and stable margins. Liquidity is further bolstered by an undrawn
USD 625 revolving credit facility due 2023. The company held USD290
million of readily-available cash as of June 30 2018, while its
short-term debt maturities, including finance lease, was USD110
million. The company has good access to international capital
markets, when in need of external financing.

Finally, Liberty Latin America has shown a willingness to move cash
between its various subsidiaries (CWC, VTR Finance, and Liberty
Cablevision of Puerto Rico); while this may limit material
deleveraging, it affords the group additional financial
flexibility.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following final ratings:

C&W Senior Financing Designated Activity Company

  -- USD500 million senior unsecured notes due 2026 'BB-'/'RR4'.


CALPINE CORP: Fitch Affirms B+ LT IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed Calpine Corp.'s Long-Term Issuer Default
Rating at 'B+' with a Stable Outlook. Fitch has also affirmed
Calpine's first lien senior secured debt at 'BB+' with a Recovery
Rating (RR) of 'RR1' (implying 91%-100% recovery). The first lien
senior secured debt includes first lien term loans, first lien
senior secured notes and the revolving credit facility, all of
which are pari passu. Fitch has also affirmed Calpine's senior
unsecured debt at 'BB-'/'RR3'. The 'RR3' rating implies a 51%-70%
recovery. In addition, Fitch has affirmed Calpine Construction
Finance Company, L.P.'s (CCFC) Long-Term IDR at 'B+' and senior
secured debt rating at 'BB+'/'RR1' with a Stable Outlook.

Calpine's ratings reflect its elevated leverage and high business
risk associated with owning a largely uncontracted power generation
fleet. The ratings also reflect the new owners' commitment to
reduce debt by $2.7 billion over 2017-2019, out of which
approximately $800 million was paid down in 2017. Fitch believes
the remaining debt reduction is achievable given the free cash
profile of the company and the committed asset sale. The ratings
also consider the positive attributes of Calpine's generation fleet
such as relatively clean fuel profile, geographic diversity and
ability to generate consistent level of EBITDA in different natural
gas price scenarios. Fitch expects Calpine's fleet to benefit from
a modest recovery of power prices across some of the markets that
it operates in.

KEY RATING DRIVERS

Stable EBITDA Profile: Ownership of a relatively younger and
predominantly natural gas-fired power generation fleet enables
Calpine to generate stable levels of EBITDA in the low natural gas
price environment through higher run times. In addition,
longer-term contracts, in particular, for its geothermal fleet in
California, and forward integration into retail electricity
business adds further stability to profitability and cash flows.
Retail margins in the commercial and industrial segment have
generally remained range-bound during commodity cycles and
residential retail margins are usually counter-cyclical given the
length and stickiness of the customer contracts. In 2017, Calpine
served 65 million MWh of retail load as compared to approximately
100 MWH of wholesale generation. Fitch expects Calpine to generate
stable levels of EBITDA in the $1.9 billion - $2.0 billion range
over the next five years driven by Fitch's expectation of a modest
recovery in power prices and completion of the announced growth
projects. Fitch's EBITDA forecasts incorporate natural gas price
assumption at Henry Hub of $2.75 per Mcf in 2018 and $3.00 per Mcf
thereafter.

Financial Flexibility to Execute Deleveraging: Management remains
committed to reduce debt by $2.7 billion over 2017-2019, out of
which approximately $800 million was paid down in in 2017. The
balance can be achieved by scheduled debt amortizations
(approximately $200 million-$225 million annually), term loans due
2019 ($389 million outstanding as of June 30, 2018), and prepayment
of senior notes as and when these become callable. A robust FCF
generation and committed sale of the under construction Washington
Parish plant provides management with financial flexibility to
execute its debt reduction target. Fitch expects FCF generation of
approximately $600 million in 2018 (including growth capex), which
is expected to increase to $800 million annually once the growth
projects are complete.

Significant Improvement in Credit Metrics: Facilitated by
aforementioned debt reduction and stable levels of EBITDA, Fitch
expects Adjusted Debt to Operating EBITDAR ratio to improve to mid
to high 4.0x by 2022, from 5.7x in 2018. FFO Interest Coverage
ratio is expected to improve to 3.0x-3.5x, in line with a 'B+'
profile. Fitch's key concern relates to light covenants in the
credit agreements that pose minimal restrictions on use of asset
sale proceeds. Sale of core assets without commensurate reduction
in debt could reverse the projected decline in leverage leading
Fitch to evaluate negative rating actions.

Constructive Power Market Developments: The markets Calpine
currently operate in appear to be slowly rebounding after years of
depressed prices. The power prices in Electric Reliability Council
of Texas (ERCOT) jumped sharply earlier this year following
portfolio rationalization announcements by other generators. With
electricity demand in the region projected to continue its strong
growth, the reserve margins are expected to remain between 11%-12%
over 2019-2022 (below ERCOT's 13.75% threshold) and fall to 8.9% by
2023, as per ERCOT's May 2018 Capacity, Demand and Reserves report.
This is expected to put upward pressure on power prices, a positive
for Calpine. Scarcity premiums remain leveraged to weather, wind
performance during peak hours and Operation Reserve Demand Curves
(ORDC) parameters and, as a result, the power prices are still
below the levels needed to incentivize new gas fired build.

Other markets including PJM continue to push forward with market
reforms that will potentially help mitigate issues associated with
state sponsored subsidies for specific types of power generation.
The Federal Energy Regulatory Commission (FERC) is continuing to
review proposals that will address the pricing distortions
currently occurring in some capacity markets. It appears both the
FERC and the ISO's recognize the importance of maintaining the
integrity of competitive markets, a constructive development for
Calpine. The California market continues to be an area of
uncertainty as Governor Jerry Brown recently signed a bill that
will shift the state to 100% renewables by 2045, effectively
threatening the long-term viability of Calpine's natural gas fleet
in the state. However, Fitch believes that the intermittency of
renewable energy will be a challenge for grid reliability and
natural gas-fired peaking plants, with their quick ramping
capabilities, will be valuable as backstop resources over the
medium term or until battery storage solutions become cost
effective. Fitch has recently observed an uptick in third party
valuations for natural gas fired plants in California, which
corroborates its view.

Rating Linkages with CCFC: There are strong contractual,
operational and management ties between Calpine and CCFC. CCFC
sells a majority of its power plant output under a long-term
tolling arrangement with Calpine's wholly owned marketing
subsidiary. CCFC is also a party to a master operation and
maintenance agreement and a master maintenance services agreement
with another wholly owned Calpine subsidiary. As a result, Fitch
has determined that a strong rating linkage exists between CCFC and
Calpine. Fitch views CCFC to possess a stronger credit profile and,
therefore, taking a weak parent-strong subsidiary approach, assigns
the same IDR to CCFC as Calpine. Both IDRs are assigned based upon
the consolidated credit profile.

Recovery Analysis: The individual security ratings at Calpine are
notched above or below the IDR as a result of the relative recovery
prospects in a hypothetical default scenario. Fitch values the
power generation assets that guarantee the parent debt using a net
present value (NPV) analysis. A similar NPV analysis is used to
value the generation assets that reside in non-guarantor subs and
the excess equity value is added to the parent recovery prospects.
The generation asset NPVs vary significantly based on future gas
price assumptions and other variables, such as the discount rate
and heat rate forecasts in California, ERCOT and the Northeast. For
the NPV of generation assets used in Fitch's recovery analysis,
Fitch uses the plant valuation provided by its third-party power
market consultant, Wood Mackenzie as well as Fitch's own gas price
deck and other assumptions. The NPV analysis for Calpine's
generation portfolio yields approximately $1,500/kw for the
geothermal assets and an average of $475/kw for the natural gas
generation assets.

DERIVATION SUMMARY

Calpine is unfavorably positioned compared to Vistra Energy Corp.
(Vistra, BB/Stable) with respect to size, asset composition and
geographic exposure but well positioned relative to TransAlta
Corporation (TransAlta, BBB-/Stable). Vistra is the largest
independent power producer in the country with approximately 41 GW
of generation capacity compared to Calpine's 26 GW, and TransAlta's
8 GW.  Vistra benefits from its ownership of large and well
entrenched retail electricity businesses in contrast to Calpine,
whose retail business is smaller. The biggest qualitative strength
for Calpine, in Fitch's view, is its younger and predominant
natural gas fired fleet, which bears less operational and
environmental risk as compared to coal fired assets owned by Vistra
and TransAlta. In addition, Calpine's EBITDA is very resilient to
changes in natural gas prices and heat rates as compared to its
peers. On the other hand, Calpine's leverage is much higher, which
results in a lower rating. Calpine's forecasted leverage at
4.5x-5.0x, as measured by total debt/EBITDAR, is significantly
higher as compared to Vistra (3.0x) and TransAlta (2.5x on a
parent-only basis and 3.6x on a consolidated basis).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Wholesale power prices based on forward market curves through
2022;

  - Annual debt amortizations of $200 million-$225 million per
annum;

  - Management's $2.7 billion deleveraging target achieved by YE
2019;

  - Growth capex of approximately $400 million;

  - O&M costs generally escalating at 1.0% through 2022;

  - Taxes assume NOL usage.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Positive rating actions for Calpine and CCFC appear unlikely
unless there is material and sustainable improvement in Calpine's
credit metrics compared with Fitch's current expectations. Gross
debt to EBITDAR below 4.0x on a sustainable basis and/or
conservative capital allocation policies could lead to an upgrade.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Failure to complete $2.7 billion deleveraging plan by 2019;

  - Sale of core assets with an aim to maximize shareholder returns
without commensurate reduction in debt;

  - Weaker power demand and/or higher-than-expected power supply
depressing wholesale power prices in its core regions;

  - Unfavorable changes in regulatory construct/rules in the
markets that Calpine operates in;

  - An aggressive growth strategy that diverts a significant
proportion of growth capex toward merchant assets and/or an
inability to renew expiring long-term contracts;

  - Total adjusted debt/EBITDAR and FFO adjusted leverage above
6.0x on a sustained basis; and

  - Any incremental leverage and/or deterioration in NPV of the
generation portfolio will lead to downward rating pressure on the
unsecured debt.

LIQUIDITY

Adequate Liquidity: As of June 30, 2018, Calpine had approximately
$300 million of cash and cash equivalents (excluding restricted
cash) at the corporate level and approximately $800 million of
availability under the corporate revolver. Calpine faced a material
jump in collateral postings during the first quarter of 2018 after
the wholesale power prices ran up in ERCOT. To bolster liquidity,
Calpine executed a $300 million short-term credit facility on April
11, 2018 that expired Aug. 31, 2018. The company also executed two
$50 million LC facilities (one was subsequently upsized to $100
million) that mature on June 20, 2020. Calpine also amended its
corporate revolving facility in May 2018, increasing the capacity
to $1.69 billion and extending the maturity to March 8, 2023.
Calpine also has the ability to issue first lien debt for
collateral support. Fitch views Calpine's liquidity position as
adequate.

FULL LIST OF RATING ACTIONS

Fitch affirms the following rating with a Stable Outlook:

Calpine Corp.

  - IDR at 'B+';

  - First lien term loans at 'BB+'/'RR1';

  - First lien senior secured notes at 'BB+'/'RR1';

  - Revolving credit facility at 'BB+'/'RR1';

  - Senior unsecured notes at 'BB-'/'RR3'.

Calpine Construction Finance Company, L.P.

  - IDR at 'B+';

  - First lien term loans at 'BB+'/'RR1'.


CAMBER ENERGY: Provides Monthly Update on Its Workover Activities
-----------------------------------------------------------------
Camber Energy, Inc., announced a monthly update on its workover
activities.

Since closing the Panhandle acquisition in Hutchinson County,
Texas, the Company has worked over thirty-nine wells on four
different leases.  The first twenty wells have been restored to
production and are currently producing, with the first full month
of estimated gross production based on flow tests estimated to
total 4,560 MCF and 450 barrels of oil, for projected gross monthly
revenues of approximately $60,000 a month (based on current
pricing).  An additional thirteen wells have recently been restored
to production and are based on flow tests estimated to begin
producing approximately 750 barrels of oil per month, for
additional estimated gross monthly anticipated revenues of
approximately $70,000 a month (based on current pricing), when such
wells come online, which is expected to occur in November 2018.

The Interim CEO of Camber, Louis G. Schott, noted, "The Company is
very excited about the progress and results to date in the
Panhandle project."

Mr. Schott added, "These results do not even include the remaining
thirteen workover candidates.  This further adds to the Company's
momentum and positions us to better evaluate and acquire other
opportunities in the area for development."

These activities are all consistent with the Company's previously
announced growth plans.

                     About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas
Panhandle.

Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017.  As of June 30, 2018, the Company
had $14.72 million in total assets, $42.85 million in total
liabilities and a total stockholders' deficit of $28.13 million.

GBH CPAs, PC's audit opinion included in the company's Annual
Report on Form 10-K for the year ended March 31, 2018 contains a
going concern explanatory paragraph stating that the Company has
incurred significant losses from operations and had a working
capital deficit as of March 31, 2018.  These factors raise
substantial doubt about its ability to continue as a going concern.


CANWEL BUILDING: DBRS Finalizes B(high) Rating on Sr. Unsec. Notes
------------------------------------------------------------------
DBRS Limited finalized its provisional rating of B (high) with a
Stable trend and a Recovery Rating of RR4 on the Senior Unsecured
Notes of CanWel Building Materials Group Ltd. After reviewing the
documentation associated with the recent offering, DBRS has
confirmed that the terms of the issuance are consistent with those
contemplated at the time the provisional rating was assigned on
September 17, 2018.

The $60 million, 6.375% Notes mature on October 9, 2023, and have a
30-day underwriter's option to increase the amount to $69 million.
The net proceeds of the offering are expected to be used for the
repayment of bank debt and for general corporate purposes.


CAROL ROSE: Taps John R. Baines as Accountant
---------------------------------------------
Carol Rose, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire John R. Baines, P.C., as its
accountant.

The firm will provide the Debtor with accounting and tax-related
advice; assist in the preparation of tax-related reports and
filings; and provide other services relevant to its business.

The hourly rates range from $200 to $250 for the services of John
Baines, president of the firm, and from $50 to $200 for his staff.


Mr. Baines disclosed in a court filing that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     John R. Baines
     John R. Baines, P.C.
     604 South Elm Street
     Denton, TX 76201

                       About Carol Rose

Carol Rose, Inc. -- http://www.carolrose.com/-- owns a horse
breeding facility in Gainesville, Texas.  It provides on-site
breeding, cooled semen, embryo transfer, mare care and maintenance
and foaling services.  It is owned by Carol Rose, a National Reined
Cow Horse Association (NRCHA) and National Reining Horse
Association (NRHA) breeder. Ms. Rose is the sole director and
shareholder of the Debtor.

Carol Rose, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19,
2017.  In the petition signed by owner Carol Rose, the Debtor
estimated assets of $10 million to $50 million and liabilities of
less than $500,000.

Judge Brenda T. Rhoades presides over the case.  

Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel.  

The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as
its special counsel.


CCM MERGER: S&P Raises Senior Unsecured Debt Rating to 'BB-'
------------------------------------------------------------
S&P Global Ratings said it raised its issue-level rating on CCM
Merger Inc.'s senior unsecured notes to 'BB-' from 'B+' and revised
the recovery rating to '2' from '3'.

S&P said, "We expect improved recovery prospects for unsecured
lenders because CCM continues to repay senior secured debt. As a
result of the company's optional term loan repayment, we now expect
there would be a lower amount of secured debt outstanding in a
hypothetical default, thereby leaving a greater level of value
available for unsecured lenders. Through the first nine months of
2018, CCM Merger has repaid $45 million in term loan debt, the
majority of which was voluntary.  A '2' recovery rating indicates
our expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of default."

CCM Merger also announced plans to seek lower pricing on its term
loan (currently bearing interest at L+275) and extend its
revolver's maturity (currently due in 2019) to 2021. S&P views both
actions favorably; they will extend a near-term maturity and
provide a modest increase in CCM Merger's funds from operations.

All other ratings on CCM Merger are unchanged, including S&P's 'B+'
issuer credit rating and stable outlook on the company.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- S&P said, "We revised our recovery rating on CCM Merger's $200
million senior unsecured notes due in 2022 to '2' from '3'. The
improved recovery prospects for unsecured lenders reflects lower
secured debt outstanding in our simulated default scenario because
of optional term loan repayment earlier in the year."

-- S&P's 'BB' issue-level rating and '1' recovery rating on the
company's senior secured debt are unchanged.

Simulated default assumptions:

-- Out simulated default scenario contemplates a default in 2022,
in line with the four-year default horizon for 'B+' rated credits,
as a result of a significant decline in cash flow from prolonged
economic weakness and increased competitive pressures in the
Detroit market, and to a lesser extent, the Ohio market.

-- S&P has applied an operational adjustment of 30% to its default
EBITDA proxy to better align the decline relative to peers given
the lower fixed charges resulting from optional debt reduction in
2018.

-- S&P assumes the $15 million revolver is 85% drawn at the time
of default.

-- S&P assumes a reorganization following default, using a
standard sector emergence EBITDA multiple of 6.5x to value company.
Although CCM Merger operates a single casino asset (MotorCity
Casino), S&P views the market favorably because there is limited
supply relative to demand and lower revenue and profit volatility
compared with other gaming markets.

Simplified waterfall:

-- Emergence EBITDA: $82 million
-- EBITDA multiple: 6.5x
-- Gross recovery value: $530 million
-- Net recovery value after administrative expenses (5%): $503
million
-- Obligor/nonobligor valuation split: 100%/0%
-- Value available for senior secured debt: $503 million
-- Estimated senior secured debt: $354 million
    --Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available for senior unsecured debt: $150 million
-- Estimated senior unsecured debt: $206 million
    --Recovery expectations: 70%-90% (rounded estimate: 70%)
All debt amounts include six months of prepetition interest.

  RATINGS LIST

  Ratings Unchanged
  CCM Merger Inc.
   Issuer Credit Rating        B+/Stable
   Senior Secured              BB
    Recovery Rating            1(95%)

  Ratings Raised; Recovery Revised
  CCM Merger Inc.
                               To         From
   Senior Unsecured            BB-        B+
    Recovery Rating            2(70%)    3(50%)





CHARAH HOLDINGS: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings withdrew all ratings on Louisville, Ky.-based
ash disposal services provider Charah Holdings LP, including the
'B+' long-term issuer credit rating, at the issuer's request. The
outlook was stable at the time of the withdrawal.

At the same time, S&P withdrew its 'B+' issue rating on the
company's $250 million term loan due 2024, which was paid in full
as part of its recent refinancing.  





CM WIND DOWN: Egan-Jones Hikes Senior Unsecured Ratings to B
------------------------------------------------------------
Egan-Jones Ratings Company, on October 12, 2018, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by CM Wind Down Topco Inc. to B from D. EJR also raised
the rating on commercial paper issued by the Company to B- from D.


Headquartered in Atlanta, Georgia, CM Wind Down Topco Inc. operates
as a radio broadcasting company. The Company owns and operates
radio stations in major media markets in the United States.


COMINAR REAL: DBRS Confirms BB(high) Rating on Sr. Unsec. Debt
--------------------------------------------------------------
DBRS Limited confirmed Cominar Real Estate Investment Trust's
Senior Unsecured Debentures rating of BB (high) with a Stable
trend. The confirmation takes into consideration Cominar's evolving
business risk profile with significant geographic concentration in
Quebec and its exposure to more vulnerable secondary suburban
markets, as well as the expectation of deteriorating leverage
metrics in the near to medium term from already elevated levels if
there is no sale of assets. Cominar has indicated that it is
actually in the process of selling some assets and the sale
proceeds will be used to reduce debt. The rating is supported by
the underlying stability of cash flow derived from its large real
estate portfolio, strong market position in the Quebec City and
Montreal commercial real estate markets and reasonable asset
quality.

The Trust has achieved progress toward executing its Cominar 2.0
strategy of refocusing on its core markets of Quebec City, Montreal
and Ottawa, as demonstrated by the following: (1) During H1 2018,
the Trust disposed of 95 non-core properties for proceeds of $1.14
billion. (2) Cominar has added three new experienced members to the
Board of Trustees to address the evolving real estate landscape.
(3) The Trust will be winding down the construction services
relationship with Group Dallaire due to their diverging strategies,
as the Trust remains focused on the ownership, management and
development of commercial properties in its core markets. However,
the Trust and Group Dallaire will continue to be joint venture
partners on three existing properties: Complexe Jules-Dallaire (75%
Cominar share), Bouvier-Bertrand (50% Cominar share) and Marais
(75% Cominar share).

With the sale proceeds used to repay debt, Cominar's total
debt-to-EBITDA ratio improved to 9.4 times (last 12 months ended
June 30, 2018), which is consistent with DBRS's expectation in its
August 28, 2017, press release, but nevertheless remains elevated.
For the six months ended June 30, 2018, Cominar's same-property net
operating income (NOI) growth was 0.5% overall, with the office
segment reporting 3.8% growth, the industrial/mixed-use segment
reporting 5.3% growth and retail reporting a 5.6% decline, although
if space formerly occupied by Sears is excluded, overall
same-property growth would have been 1.9% instead of 0.5% for the
six months ended June 30, 2018. Lease maturities were renewed at
average rents 0.4% higher than expiring rents. Over the next six
quarters, Cominar has indicated that leases for 1.8 million square
feet of space are expected to generate NOI of $25.4 million on an
annualized basis. DBRS expects to see the gap between in-place and
contractually committed lease occupancy rates to narrow as a
result.

While not expected currently, a negative rating action could result
if a sustained decline in operating performance leads to
deteriorating trends in financial risk metrics beyond current
expectations. A positive rating action could occur with a sustained
improvement in the Trust's operating performance, leading to lower
vacancies and improvements in operating cash flow and free cash
flow and resulting in leverage, as measured by total
debt-to-EBITDA, of less than 9.0x, on a sustained basis,
accompanied by improvement in EBITDA interest coverage.

Notes: All figures are in Canadian dollars unless otherwise noted.


COMPASS CAYMAN: Moody's Lowers CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service, downgraded Compass Cayman SPV, Ltd.'s
Corporate Family Rating to B2 from B1. Moody's also affirmed
Compass Cayman's B2-PD Probability of Default Rating and the B1
rating on the senior secured first lien credit facilities. These
actions are due to increase in leverage from a put option that
existed at origination but was not previously contemplated in
Moody's analysis. The rating outlook is stable.

"Recognition of the put right increases debt/EBITDA to over 7
times," Said Kevin Cassidy, Senior Credit Office at Moody's
Investors Service. Moody's expects leverage to approach 7 times in
2019 due to debt repayments with free cash flow and EBITDA growth.
Without the put right, debt/EBITDA would be around 4.5 times.

The put right is not exercisable until September 2020. The company
can convert the put to a call option if the put is not exercised by
September 2023. The put right is not a drag on liquidity since the
company can convert the obligations under the put to a perpetual
note payable if exercised. Further interest would only be payable
in cash on any related note to the extent allowed under the secured
loan agreements. The perpetual nature of the note payable partly
mitigates the company's otherwise high leverage. The obligations
under the put obligation and related note is excluded from covenant
calculations and thus would neither cause a covenant breach nor
would otherwise cause a default.

The affirmation of the B2-PD Probability of Default Rating and B1
rating assigned to the secured credit facilities despite the
downgrade of the CFR reflects the additional loss absorption the
put option liability provides in an event of default.

Issuer: Compass Cayman SPV, Ltd.

Rating downgraded:

Corporate Family Rating to B2 from B1;

Rating affirmed:

Probability of Default Rating at B2-PD;

Senior Secured 1st Lien Revolving Credit Facility expiring 2022 at
B1 (LGD 3);

Senior Secured 1st Lien Term Loan A due 2022 at B1 (LGD 3);

Senior Secured 1st Lien Term Loan B due 2023 at B1 (LGD 3)

RATINGS RATIONALE
The B2 CFR reflects Compass Cayman's high financial leverage, which
Moody's estimates to be over 7 times debt/EBITDA if the full amount
of the put option liability were to be included in the calculation,
and limited product and geographic diversification. The rating also
reflects the discretionary nature of the relatively expensive
vacuums and blenders the company sells, and risks associated with
being owned by a private equity firm. SharkNinja's solid market
presence supports the rating, as does its size with revenue around
$1.5 billion. Moody's expects debt/EBITDA to fall below 7 times in
2019 through a combination of earnings growth and debt repayment
with free cash flow.

The stable outlook reflects Moody's expectation that debt to EBITDA
will improve on debt repayment and earnings improvement.

Ratings could be upgraded if the company can improve its product
and geographic diversification and sustain debt to EBITDA below 5.5
times.

Ratings could be downgraded if the company's operating performance
or liquidity deteriorates for any reason or if debt to EBITDA
remains above 7 times for a prolonged period. Failure to
successfully execute its China expansion strategy would also
pressure the rating.

The principal methodology used in these ratings was that for the
Consumer Durables Industry published in April 2017.

Headquartered in Boston, Massachusetts, Compass Cayman is a
designer of electric appliances marketed under the Shark and Ninja
brands primarily to consumers in the US. The company is principally
owned by Chinese firm Lihong and private equity firm CDH
Investments. Revenue approximates $1.5 billion.


CONCORDIA INTERNATIONAL: Appoints New Board Member
--------------------------------------------------
Concordia International Corp. has appointed pharmaceutical industry
expert Frances Cloud to its board of directors.  Ms. Cloud's
appointment will take effect on Nov. 1, 2018.

"We are delighted to welcome Frances and believe that she will
provide crucial experience to our board and Company," said Graeme
Duncan, chief executive officer of Concordia.  "Her expertise as a
thought leader in the complex and dynamic European pharmaceutical
industry will be particularly useful in helping the Company achieve
its two key strategic guiding principles, namely, acquiring
targeted products and companies in our core and proximate markets,
and expanding our product portfolio."

Ms. Cloud has more than 20 years of experience in the
pharmaceutical sector, including her time working as an analyst and
investment banker for a number of banks, including Nomura
International, IMI Securities and Swiss Bank Corporation (now part
of UBS).

Ms. Cloud established Pharmacloud Research in 2009 to focus on
covering the generic medicine industry in Europe, India and the
MENA region.  Pharmacloud provides specialist advice and
consultancy to the pharmaceutical industry and financial investors,
including commercial due diligence on off-patent products.

Going forward, Concordia intends to build upon its current
capabilities and global footprint across more than 90 countries,
with a particular focus on both organic and inorganic growth in
Europe.

                        About Concordia

Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/
-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries.  Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines.  Concordia operates out of facilities in
Mississauga, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.

Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016.  As of June 30, 2018, Concordia had
US$2.12 billion in total assets, US$4.25 billion in total
liabilities and a total shareholders' deficit of US$2.13 billion.


CONFIE SEGUROS II: Moody's Ups CFR to B3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Confie Seguros Holding II Co. to B3 from Caa1 and the
probability of default rating to B3-PD from Caa1-PD based on the
company's proposed funding structure, which includes a new $220
million seven-year second-lien term loan. Net proceeds from the new
loan, along with an increase in preferred and common equity, will
be used to help refinance the company's existing $261 million
second-lien term loan, repay revolver borrowings and reduce the
first-lien term loan. The rating agency also upgraded the company's
first-lien credit facilities to B2 from B3 as well as the existing
second-lien term loan to Caa2 from Caa3. Moody's has also assigned
a Caa2 rating to the new second-lien term loan. The ratings outlook
for Confie was changed to stable from negative.

RATINGS RATIONALE

The ratings upgrade reflects Confie's proposed new capital
structure which removes uncertainty about refinancing risk
associated with its credit facilities. Confie's first-lien term
loan and revolver, which mature in April 2022 and October 2021,
respectively, contain a springing maturity six months prior to the
May 2019 maturity of its existing second-lien term loan. The
first-lien term loan maturity will accelerate to November 8, 2018,
if the second-lien term loan is not extended or replaced by that
date. The pending transaction eliminates this risk and enables the
company to continue to execute its strategic operating plan.

Over the past year, Confie has taken significant restructuring
actions to improve its infrastructure including investments in
technology and re-engineering processes. These actions have helped
stabilize revenues and modestly improve EBITDA margins, adjusting
for non-recurring items.

Confie's ratings reflect its leading position as a broker of
non-standard auto insurance to underserved communities. The company
markets personal lines insurance through national and regional
telesales forces and about 800 retail stores across 19 states, with
the largest presence in California and Texas, two of the biggest
non-standard auto markets in the US. Offsetting these strengths are
Confie's elevated financial leverage, low interest coverage, and
execution and contingent risk associated with a large number of
small acquisitions.

Given the proposed capital structure, Moody's estimates Confie's
pro forma debt-to-EBITDA ratio will be in the range of 6.5x-7x,
with (EBITDA - capex) interest coverage in the range of 1x-1.5x,
and free-cash-flow-to-debt in the low single digits. Moody's
expects the company to maintain these metrics over the next 12-18
months.

Factors that could lead to an upgrade of Confie's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%. Factors that could lead to a rating downgrade
include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2%.

Moody's has upgraded the following ratings (and has maintained the
loss given default (LGD) assessments):

Corporate family rating to B3 from Caa1;

Probability of default rating to B3-PD from Caa1-PD;

$90 million (expected to be undrawn at closing) senior secured
first-lien revolving credit facility maturing October 2021 to B2
(LGD3) from B3 (LGD3);

$653 million ($636 million expected to be outstanding at closing)
senior secured first-lien term loan maturing April 2022 to B2
(LGD3) from B3 (LGD3);

$261 million senior secured second-lien term loan maturing May 2019
to Caa2 (LGD5) from Caa3 (LGD5).

Moody's has assigned the following rating (and loss given default
(LGD assessment):

$220 million senior secured seven-year second-lien term loan at
Caa2 (LGD5).

Upon closing of the new term loan, Moody's expects to withdraw the
Caa2 rating on Confie's existing senior secured second-lien term
loan since this loan will be repaid/terminated.

The ratings outlook for Confie was changed to stable from negative.


The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.


CONFIE SEGUROS: S&P Raises Long-Term ICR to 'B-', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating on Confie Seguros Holding Co. (Confie) to 'B-' from 'CCC'
and removed the rating from CreditWatch with developing
implications, where it was initially placed on May 25, 2018, upon
the company's announcement that it will refinance its current
second-lien credit facility. The outlook is stable.

S&P said, "At the same time, we raised our debt rating on the
company's first-lien facility to 'B-' from 'CCC+' and lowered the
recovery rating to '3' indicating meaningful (50%-70%; rounded
estimate: 65%) recovery from '2', reflecting less unsecured debt.
Additionally, we assigned a 'CCC' rating to its new second-lien
facility with a '6' recovery rating, indicating our expectation of
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a default. The capital structure is also going to include $200
million-$230 million of new preferred equity, which we expect to
treat as debt."

Rationale

The upgrade primarily reflects the company addressing the
refinancing risk from its significant debt maturities, as well as
covenant tightness and elevated leverage. With the second-lien term
loan refinanced, the company is no longer facing a springing
maturity on its first lien, giving it a manageable capital
structure. Furthermore, the company no longer faces tight covenant
headroom as a result of this transaction, and although we expect
the second-lien term loan to have a total net secured leverage
covenant of 8.5x, the company should have ample headroom as per the
bank calculation.

The stable outlook reflects a cleaner capital structure, as
upcoming maturities will be addressed, eliminating near-term
refinancing concerns. S&P said, "We expect business performance to
stabilize with margins in the 24%-26% range. We expect the company
to continue to emphasize its growth strategy through enhanced
product offerings with its expanding MGA platform and bolt-on
acquisitions. We expect the business to delever from its growing
earnings footprint, exceeding the preferred stock growth from the
payment in kind. We expect leverage to be around 8x-8.5x and
coverage above 1.5x with interest cash coverage about 2x."

S&P said, "We could lower our ratings in the next 12 months if we
believe Confie's organic growth, cash-flow generation, or margins
erode meaningfully, putting pressure on strategic execution and
weaker-than-expected credit-protection measures with financial
leverage above 9.5x and EBITDA and cash coverage below 1.5x.

"Although unlikely in the next 12 months, we may raise our ratings
if Confie's financial policies become less aggressive, and the
issuer reduces its debt-to-EBITDA ratio to 7.5x or below with
EBITDA interest coverage of 2x-2.5x, and stable operating
performance measured by EBITDA margin and continued top-line
growth."





COWBOYS FAR WEST: Taps Bolton Real Estate as Appraiser
------------------------------------------------------
Cowboys Far West, Ltd., seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire an appraiser.

The Debtor proposes to employ Bolton Real Estate Consultants Ltd.
to conduct an appraisal of its real property located in the City of
San Antonio, Bexar County, Texas; and pay the firm $25,000.

Bolton will charge these hourly rates for additional services
including consultation, preparation for and testimony at court
hearings, depositions and trial:

     David Bolton         $400
     R. Chance Bolton     $300
     Appraiser            $200

David Bolton, a real estate appraiser employed with the firm,
disclosed in a court filing that he has no business and
professional connections with the Debtor, creditors or any other
"party-in-interest."

The firm can be reached through:

     David R. Bolton
     Bolton Real Estate Consultants Ltd.
     3103 Bee Cave Road, Suite 225
     Austin, TX 78746
     Phone: (512) 477-1597
     Fax: (512) 477-1567
     E-mail: www.bolton-realestate.com
     E-mail: chance@bolton-realestate.com

                    About Cowboys Far West Ltd.

Cowboys Far West, Ltd., owns an entertainment facility and a dance
hall in San Antonio, Texas.  It previously sought bankruptcy
protection (Bankr. W.D. Tex. Case No. 16-51419) on June 24, 2016.

Cowboys Far West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51837) on Aug. 6,
2018.  At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million.  Judge Ronald B. King presides over the case.  The Debtor
tapped Willis & Wilkins, LLP, as its legal counsel.


COWBOYS FAR WEST: Taps Oddo Barron as Special Counsel
-----------------------------------------------------
Cowboys Far West, Ltd., seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Christopher Oddo,
Barron, Adler, Clough & Oddo, LLP, as special counsel.

The firm will represent the Debtor in a condemnation lawsuit filed
by the Texas Department of Transportation in the Probate Court of
Bexar County, Texas.

Pursuant to the terms of their agreement, the Debtor will not owe
the firm any fee unless a resolution is made on the Debtor's behalf
with a value above the condemnor's offer of $606,330.  The Debtor
has agreed to pay the firm a fee of 28% of the value received in
excess of such amount by settlement, dismissal, special
commissioner's award, mediation or through proceedings in court.  


Christopher Oddo, Esq., disclosed in a court filing that he has no
business and professional connections with the Debtor, creditors or
any other "party-in-interest."

The firm can be reached through:

     Christopher J. Oddo, Esq.
     Christopher Oddo, Barron, Adler, Clough & Oddo, LLP
     808 Nueces Street
     Austin, TX 78701
     Tel: 512-478-4995
     Fax: 512-478-6022
     E-mail: oddo@barronadler.com

                    About Cowboys Far West Ltd.

Cowboys Far West, Ltd., owns an entertainment facility and a dance
hall in San Antonio, Texas.  It previously sought bankruptcy
protection (Bankr. W.D. Tex. Case No. 16-51419) on June 24, 2016.

Cowboys Far West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51837) on Aug. 6,
2018.  At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million.  Judge Ronald B. King presides over the case.  The Debtor
tapped Willis & Wilkins, LLP, as its legal counsel.


CRESCENT ASSOCIATES: Hires Turner Friedman as Special Counsel
-------------------------------------------------------------
Crescent Associates, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Turner
Friedman Morris & Cohan, LLP, as special counsel to the Debtor.

Crescent Associates requires Turner Friedman to represent the
Debtor in litigation matters regarding the properties owned by the
Debtor located at 3548 and 3548-1/2 Multiview Drive, Los Angeles,
California, in a case captioned as Crescent Associates, LLC v. Eyal
Ben Dror, et al., pending in the Los Angeles Superior Court, Case
No. 2:18-ap-01310.

Turner Friedman will represent the Debtor in the negotiation and
litigation relating to a mechanic's lien that was recorded against
the estate properties and litigation related thereto.

Turner Friedman will be paid at these hourly rates:

     Attorneys              $425-$500
     Paralegals             $175

As of the Petition Date, the Debtor owned to Turner Friedman the
amount of $15,000 for services rendered to the Debtor. The Debtor
will not pay to the firm the amount of the claim until the
Bankruptcy Court approves payment of the amount upon the
confirmation of the Debtor's plan of reorganization.

Turner Friedman will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Steven Morris, partner of Turner Friedman Morris & Cohan, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Turner Friedman can be reached at:

     Steven Morris, Esq.
     TURNER FRIEDMAN MORRIS & COHAN, LLP
     8383 Wilshire Blvd., Suite 510
     Beverly Hills, CA 90211
     Tel: (323) 653-3900
     Fax: (323) 653-3021

                   About Crescent Associates

Crescent Associates, LLC, based in Los Angeles, CA, filed a Chapter
11 petition (Bankr. C.D. Cal., Case No. 18-20654) on Sept. 12,
2018.  The Hon. Julia W. Brand presides over the case.  In the
petition signed by Edward Friedman, managing member, the Debtor
disclosed $4,350,100 in assets and $5,214,026 in liabilities.
Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan,
serves as bankruptcy counsel to the Debtor.  Turner Friedman Morris
& Cohan, LLP, is the special counsel.


CROWN SUBSEA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Eatontown, N.J.–based Crown Subsea Communications Holding Inc.
The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed first-lien credit
facility, which includes a $100 million revolving credit facility
due 2023 and a $450 million first-lien term loan due 2025. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a default.

"Our rating on SubCom reflects the company's participation in the
subsea cable manufacturing, installation, and maintenance market,
with a concentrated customer base, elevated debt leverage, and
ownership by a private-equity sponsor. The ratings also incorporate
our view that the company will benefit from increased capital
spending by its customers in the subsea fiber optic cable market as
demand increases due to strong growth in annual data traffic,
supported by additional transoceanic cables. We expect credit
measures to meaningfully improve in fiscal 2019 from pro forma
fiscal year ended Sept. 30, 2018, but to remain appropriate for the
current rating.

"The stable outlook reflects our expectation that the company will
execute well on its backlog of projects and maintain its market
share in the subsea fiber optic cable manufacturing and
installation industry, with demand for subsea cables increasing due
to growing internet adoption in new regions, increased online media
consumption, and data center proliferation. Despite elevated pro
forma debt leverage in fiscal 2018, we expect the company will
meaningfully improve profitability in fiscal 2019 and continue
generating free cash flow, reducing debt to EBITDA to nearly 4x in
fiscal 2019.

"We could lower our ratings on SubCom if adjusted debt to EBITDA
were to remain at above 6x or if we expect the FOCF-to-debt ratio
to remain below 3% on a sustained basis. This could come from an
unanticipated economic downturn that constrains customer capital
budgets, lowering the overall number of new projects awarded.
Alternatively, this could occur if the company were to encounter
unforeseen execution issues on a large project, decreasing EBITDA
margins below 6%.

"Although unlikely over the next 12 months, we could raise our
ratings on SubCom if the company demonstrates a track record of
sustaining debt to EBITDA below 4x, which would allow for some
credit measure deterioration through a cyclical downturn, and if we
believe that the company and its financial sponsor are committed to
maintaining financial policies that will support this level of
leverage."



D&E REAL ESTATE: Seeks to Hire Cohen Legal as Counsel
-----------------------------------------------------
D&E Real Estate, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Cohen Legal
Services, P.A., as counsel to the Debtor.

D&E Real Estate requires Cohen Legal to:

   (a) give advice to the Debtor with respect to its powers and
       duties as a debtor in possession and the continued
       management of its business operations;

   (b) advise the Debtor with respect to its responsibilities in
       complying with the U.S. Trustee's Operating Guidelines and
       Reporting Requirements and with the rules of the court;

   (c) prepare motions, pleadings, orders, applications, and
       other legal documents necessary in the administration of
       the case;

   (d) protect the interest of the Debtor in all matters pending
       before the court;

   (e) represent the Debtor in negotiation with its creditors in
       the preparation of a plan.

Cohen Legal will be paid at the hourly rate of $375.

Cohen Legal will be paid a retainer in the amount of $7,217. Cohen
Legal incurred fees in the preparation for the filing of the
Debtor's Chapter 11 petition through October 2, 2018 in the amount
of $225, plus the filing fee and wire fee of $1,732 for a total of
$1,957, leaving a balance of $5,260 as of the petition date.

Cohen Legal will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Rachamin Cohen, partner of Cohen Legal Services, P.A., 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.

Cohen Legal can be reached at:

     Rachamin Cohen, Esq.
     COHEN LEGAL SERVICES, PA
     12 SE 7th Street, Suite 805
     Fort Lauderdale, FL 33301
     Tel: (305) 570-2326
     E-mail: Rocky@CohenLegalServicesFL.com

                     About D&E Real Estate

D&E Real Estate, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-22257) on Oct. 2, 2018, estimating
under $1 million in assets and liabilities.  Rachamin Cohen, Esq.,
at Cohen Legal Services, P.A., is the Debtor's bankruptcy counsel.
Kaplan Young & Moll Parron PLLC, is the special counsel.


D&E REAL ESTATE: Seeks to Hire Kaplan Young as Special Counsel
--------------------------------------------------------------
D&E Real Estate, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kaplan Young &
Moll Parron PLLC, as special counsel to the Debtor.

D&E Real Estate requires Kaplan Young represent interest of the
Debtor in the appeal of the Circuit Court's Judgment currently
pending in the Third District Court of Appeal, Case No. 18-0376.

Kaplan Young will be paid a contingency fee of $310,695 in the
event the Debtor is successful in overturning the Judgment.

The Debtor owes Kaplan Young in the amount of $6,212, which the
firm will not waive.

Kaplan Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Justin B. Kaplan, a partner at Kaplan Young & Moll Parron, 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.

Kaplan Young can be reached at:

         Justin B. Kaplan, Esq.
         KAPLAN YOUNG & MOLL PARRON PLLC
         600 Brickell Avenue, Suite 1715
         Miami, FL 33131
         Tel: (305) 531-2424
         Fax: (305) 531-2405

                     About D&E Real Estate

D&E Real Estate, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-22257) on Oct. 2, 2018, estimating
under $1 million in assets and liabilities.  Rachamin Cohen, Esq.,
at Cohen Legal Services, P.A., is the Debtor's bankruptcy counsel.
Kaplan Young & Moll Parron PLLC, is the special counsel.


DAVID'S BRIDAL: S&P Lowers ICR to 'SD' on Skipped Interest Payment
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on David's
Bridal Inc. to 'SD' (selective default) from 'CCC-'.

At the same time, S&P lowered its issue-level rating on the 7.75%
unsecured notes to 'D' from 'C'. The '6' recovery rating on the
debt is unchanged, indicating its expectation for negligible
recovery (0%- 10%; rounded estimate: 0%) of principal and
prepetition interest.  

All other ratings are unaffected.

The downgrade follows David's Bridal's deferred interest payment on
its $270 million 7.75% unsecured notes maturing 2020. A payment
default has not yet occurred under the indenture governing the
notes, which provides a 30-day elected grace period. However, S&P
believes it's highly likely the company will not make the interest
payment in full within the stated grace period. S&P thinks the
company did not make the interest payment to preserve liquidity and
a restructuring, either out of court or through a court
reorganization, is likely in the near future.



DEGRAF CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DeGraf Concrete Construction, Inc.
        300 Alderman Avenue
        Wheeling, IL 60090

Business Description: DeGraf Concrete Construction, Inc. --
                      http://www.degrafconcrete.com--
                      is a concrete construction company
                      specializing in heavy structural
                      construction of commercial, retail,
                      institutional buildings.  The Company works
                      in the seven Chicagoland counties of Cook,
                      Lake, DuPage, McHenry, Kane, Kendall and
                      Will.

Chapter 11 Petition Date: October 16, 2018

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Case No.: 18-29069

Judge: Timothy A. Barnes

Debtor's Counsel: David K. Welch, Esq.
                  BURKE, WARREN, MACKAY & SERRITELLA, P.C.
                  330 N. Wabash, 21st Floor
                  Chicago, IL 60611
                  Tel: 312 840-7000
                  E-mail: dwelch@burkelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael G. Pirron, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/ilnb18-29069.pdf


DELTA AG GROUP: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Delta Ag Group, LLC
        PO Box 37
        Mer Rouge, LA 71261

Business Description: Delta Ag Group filed as a Single Asset Real
                      Estate Debtor as defined in 11 U.S.C. Section
101(51B).

Chapter 11 Petition Date: October 16, 2018

Court: United States Bankruptcy Court
       Western District of Louisiana (Monroe)

Case No.: 18-31682

Judge: Hon. John S. Hodge

Debtor's Counsel: Robert W. Raley, Esq.
                  290 Benton Spur Road
                  Bossier City, LA 71111
                  Tel: (318) 747-2230
                  E-mail: bankruptcy@robertraleylaw.com
                         rwr@robertraleylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by JoAnn Yates McIntyre, authorized agent
for Delta Ag Group, LLC.

The Company lists Morehouse Parish Sheriff as its sole unsecured
creditor holding a claim of $5,900.

A full-text copy of the petition is available for free at:

           http://bankrupt.com/misc/lawb18-31682.pdf


DIVERSE LABEL: Lift Parts Buying Six Forklifts for $22K
-------------------------------------------------------
Diverse Label Printing, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina to authorize the sale of six
operating forklifts to Lift Parts Service, LLC for $21,800.

The Debtor formerly occupied two warehouse facilities in Wichita,
Kansas, pursuant to leases which are not necessary to an effective
reorganization or the sale of the Debtors' assets.  It has now
vacated the facilities and needs to dispose of the Forklifts that
were located at the leased premises and are not necessary to the
Debtor's continuing operations.

The Debtor has received an offer from the Purchaser to purchase the
Forklifts for $21,800, which amount it believes constitutes full,
fair and adequate value.  The Purchaser has no connection to the
Debtor, and no commission or other costs of sale would be incurred
in connection with the sale.

Upon information and belief, the Forklifts are subject to liens or
security interests in favor of First National Bank of Pennsylvania
("FNB"), as more particularly described in the motion and interim
orders authorizing the use of cash collateral, and FNB has filed a
proof of claim with the Court.  The Debtor believes there are no
other liens or security interests on the Forklifts in favor of any
other creditors.

The Debtor does not dispute the validity of the lien of FNB upon
the Forklifts, but the liens are presently under review and remain
subject to possible challenge by the Committee.  It expects FNB to
consent to the proposed sale and transfer of liens to proceeds.  

Wherefore, the Debtor prays the Court for the following relief: (i)
authorize the sale of the Forklifts free and clear of liens and
interests; (ii) transfer the lien or security interest asserted by
FNB to the proceeds of sale, subject to further Orders of the
Court; and (iii) require that the sale proceeds derived from the
Forklifts be segregated and held pending further orders of the
Court.

                 About Diverse Label Printing

Diverse Label Printing, LLC, a company in Burlington, North
Carolina, specializes in producing labels for food, food
processing, supermarket, consumer goods, and other uses.  Diverse
Label sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018.  In the
petition signed by CEO Ed Bidanset, the Debtor disclosed
$15,750,989 in assets and $10,499,186 in liabilities.  Judge
Catharine R. Aron presides over the case.  The Debtor tapped
Northen Blue, LLP, as its legal counsel, and Equity Partners HG,
LLC, as investment banker.


DIVERSE LABEL: Sets Bidding Procedures for All Assets
-----------------------------------------------------
Diverse Label Printing, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina to authorize the bidding
procedures in connection with the sale of substantially all assets
at auction.

sale of the Business is necessary at this time to preserve the good
will of the Business, its customer relationships and its highly
skilled employees.  After evaluating its strategic alternatives,
the Debtor has determined that a sale of its assets would likely
result in the best recovery for creditors of its estate.

In connection with a potential sale of the Business, on Aug. 29,
2018, the Debtor retained Equity Partners HG, LLC as its investment
banker to market its assets and begin a sale process.  After its
retention, Equity Partners engaged in various activities, all
designed to expose the Debtor's assets to the greatest number of
qualified purchasers.

To streamline the sale process, the Debtor believes that it is
important that any party interested in purchasing the assets of the
Debtor use a common asset purchase agreement template to be
prepared by counsel for the Debtor and provided to potential
bidders.  As of the date of the Motion, the Debtor and Equity
Partners have not identified a purchaser willing to enter into a
binding agreement of sale and serve as the Stalking Horse Bidder.
However, the Debtor is asking authority to designate a Stalking
Horse Bidder as set forth and in the Bidding Procedures if it, in
consultation with the Committee, determines that such designation
will enhance the sale process.

Any agreement with a Stalking Horse bidder will be tested in the
marketplace by the sale and bidding process described in the
Bidding Procedures to ensure that the estate realizes the maximum
value for the Sale Assets.  Furthermore, the proposed break-up fee
is fair and reasonable and within the range customarily approved by
the Court.

The Debtor asks authority to solicit bids for the Sale Assets
utilizing Bidding Procedures.  The Bidding Procedures govern the
proposed sale, including any auction conducted in connection
therewith.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Nov. 30, 2018 at 4:00 p.m.

     b. Initial Bid: Any Initial Bid for the Sale Assets must
propose a purchase price that in the Consulting Parties' judgment
has a value at least two times the Break-Up Fee greater than the
Initial Bid of the Stalking Horse Bidder as set forth in the
Stalking Horse Agreement.

     c. Deposit: $150,000 or 2% of the fixed purchase price

     d. Auction: The Auction will be held on Dec. 5, 2018,
commencing at 10:00 a.m. (ET) at the office of the Debtor's
counsel, Northen Blue, LLP, 1414 Raleigh Road, Suite 435, Chapel
Hill, North Carolina.

     e. Bid Increments: Each subsequent bid by a Qualified Bidder
will be in increments that increase the aggregate consideration
above the previous bid in an amount to be determined by the Debtor
at the Auction.

     f. Sale Hearing: Dec. 6, 2018

     g. Objection Deadline for Sale Hearing: prior to the
commencement of the Sale Hearing

     h. Closing: The closing of the sale of the Sale Assets must
occur as soon as practicable but in any event within three days of
the date on which the Sale Order becomes a final, non-appealable
order (or such later date as the Debtor may agree).

     i. Break-Up Fee: $150,000 or 2% of the Sale Price

     j. Stalking Horse Designation Deadline: Nov. 9, 2018

A copy of the Bidding Procedures attached to the Motion is
available for free at:

    http://bankrupt.com/misc/Diverse_Label_137_Sales.pdf

By the Motion, the Debtor intends to liquidate the Sale Assets in
order to monetize such assets.  It strongly believes that, in
furtherance of this goal, it can and will do all that is reasonably
possible to secure the highest or best possible offer for the Sale
Assets under the circumstances.  For the foregoing reasons, the
relief requested in the Motion is a product of sound business
judgment and is in the best interests of the Debtor, its creditors,
employees, estate and other stakeholders, and should be granted.

The Debtor asks that, subject to consummation of the sale and
payment in full of all consideration under the applicable asset
purchase agreement, the sale and transfer of the Sale Assets be
approved free and clear of all liens, claims, encumbrances, or
interests in such property, and that such Liens attach to the
proceeds of sale.

In this instance, the Debtor believes that First National Bank of
Pennsylvania ("FNB") and Bank Capital Services, doing business as
F.N.B. Equipment Finance ("BCS") are the only parties holding or
asserting a lien upon or security interest in the Sale Assets.  The
Debtor anticipates that FNB and BCS will consent to the transaction
presented for approval at the Sale Hearing, so long as upon the
consummation of the sale and payment in full of all consideration
under the applicable asset purchase agreement, the liens and
security interests of FNB attach to the proceeds of the sale.

The Bidding Procedures contemplate the possible assumption of
certain executory contracts and unexpired leases and the assignment
of these contracts and leases to the Prevailing Bidder or Back-up
Bidder at closing.  It is important that the Debtor determine any
cure costs associated with such assumption and assigned prior to
the closing.

Within three business days after entry of the Sale Procedures
Order, the Debtor will serve on all non-debtor counterparties to
executory contracts and unexpired leases the Assignment Notice.
The Debtor will attach to the Assignment Notice its calculation of
the cure amounts that it believes must be paid to satisfy all Cure
Obligations.  A counterparty to the executory contract or unexpired
lease must file an objection by the applicable deadline set forth
in the Assignment Notice.

At the Sale Hearing, the Debtor also will ask that the Sale Order
include provisions (i) authorizing the Debtor to assume and assign
to the Prevailing Bidder or Back-up Bidder any executory contracts
or unexpired leases specified by such Bidders in their respective
bids.

Finally, the Debtor asks that any Sale Order be effective
immediately by providing that the 14-day stays under Bankruptcy
Rules 6004(h) and 6006(d) are waived.

                 About Diverse Label Printing

Diverse Label Printing, LLC, a company in Burlington, North
Carolina, specializes in producing labels for food, food
processing, supermarket, consumer goods, and other uses.  Diverse
Label sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018.  In the
petition signed by CEO Ed Bidanset, the Debtor disclosed
$15,750,989 in assets and $10,499,186 in liabilities.  Judge
Catharine R. Aron presides over the case.  The Debtor tapped
Northen Blue, LLP, as its legal counsel, and Equity Partners HG,
LLC, as investment banker.


DORAN HOLDING: Seeks to Hire McManimon Scotland as Attorney
-----------------------------------------------------------
Doran Holding Company, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ McManimon Scotland & Baumann, LLP, as attorney to the
Debtors.

Doran Holding requires McManimon Scotland to:

   a. advise the Debtors with respect to the power, duties and
      responsibilities in the continued management of the
      financial affairs as a debtor, including the rights and
      remedies of the debtor-in-possession with respect to its
      assets and with respect to the claims of creditors;

   b. advise the Debtors with respect to preparing and obtaining
      approval of a Disclosure Statement and Plan of
      Reorganization;

   c. prepare on behalf of the Debtors, as necessary,
      applications, motions, complaints, answers, orders, reports
      and other pleadings and documents;

   d. appear before the Bankruptcy Court and other officials and
      tribunals, if necessary, and protecting the interests of
      the Debtors in federal, state and foreign jurisdictions and
      administrative proceedings;

   e. negotiate and prepare documents relating to the use,
      reorganization and disposition of assets, as requested by
      the Debtors;

   f. negotiate and formulate a Disclosure Statement and Plan of
      Reorganization;

   g. advise the Debtors concerning the administration of its
      estate as a debtor-in-possession; and

   h. perform such other legal services for the Debtors, as may
      be necessary and appropriate herein.

McManimon Scotland will be paid at these hourly rates:

     Partners               $325 to $625
     Associates             $225 to $295
     Law Clerks                 $195
     Paralegals             $145 to $215

McManimon Scotland will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Anthony Sodono, III, a partner at McManimon Scotland & Baumann,
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 Debtors and their
estates.

McManimon Scotland can be reached at:

     Anthony Sodono, III, Esq.
     Sari B. Placona, Esq.
     MCMANIMON SCOTLAND & BAUMANN, LLC
     75 Livingston Avenue
     Roseland, NJ 07068
     Tel: (973) 622-1800

               About Doran Holding Company

Doran Holding Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-29969) on Oct. 2, 2017.
In the petition signed by Angelo Annuzzi, its president, the Debtor
estimated assets of $1,000,001 to $10,000,000 and liabilities of
less than $500,000.  Judge Stacey L. Meisel presides over the case.
The Debtor hires McManimon Scotland & Baumann, LLP, as counsel.


DORIE MILLER: Seeks to Hire L. William Porter III as Counsel
------------------------------------------------------------
Dorie Miller Memorial Post 331, Inc. American Legion of Florida,
seek authority from the U.S. Bankruptcy Court for the Middle
District of Florida to employ the Law Offices of L. William Porter
III, P.A., as counsel to the Debtors.

Dorie Miller requires L. William Porter III to:

   a. advise the Debtor as to its rights and duties in the
      bankruptcy case;

   b. prepare pleadings related to the bankruptcy case, including
      a disclosure statement and a plan of reorganization; and

   c. take any and all other necessary action incident to the
      proper preservation and administration of the estate.

L. William Porter III will be paid at these hourly rates:

     Attorneys                 $400
     Paraprofessionals         $125

On Oct. 26, 2017, the Debtor paid L. William Porter III a retainer
in the amount of $17,000.  The firm incurred expenses and fees for
services rendered prepetition, including the filing fees, after
deduction the expenses and fees from the retainer, the amount of
$12,338 remains which is held in the firm's trust account.

L. William Porter III will also be reimbursed for reasonable
out-of-pocket expenses incurred.

L. William Porter III, partner of the Law Offices of L. William
Porter III, P.A., 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.

L. William Porter III can be reached at:

     L. William Porter III, Esq.
     LAW OFFICES OF L. WILLIAM PORTER III, P.A.
     2014 Edgewater Drive, suite 119
     Orlando, FL 32804
     Tel: (407) 603-5769
     Fax: (407) 674-3168
     E-mail: bill@billporterlaw.com

              About Dorie Miller Memorial Post 331, Inc.
                    American Legion of Florida

Dorie Miller Memorial Post 331 Inc. American Legion of Florida
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 18-04814) on Aug. 9, 2018.  At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Judge Karen S. Jennemann
presides over the case.  The Debtor tapped the Law Offices of L.
William Porter III as its legal counsel.


DOUGLAS L. JOHNSON: Proposes Sale of Property for $199K
-------------------------------------------------------
Douglas L. Johnson asks the U.S. Bankruptcy Court for the District
of North Dakota to authorize his sale of (i) Mandan Home for
$50,000; (ii) Burke County mineral for $9,360; (iii) cross country
side dump and heavy equipment trailer for a combined $90,000;
and(iv) two heavy haul 53' step trailers for a combined $50,000.

On Aug. 31, 2018, Johnson submitted his Debtor's Amended Disclosure
Statement identifying the source of payments and distributions
under his proposed plan of reorganization from the sale of his
non-exempt assets and earnings.

For initial funding of the Chapter 11 plan, the Disclosure
Statement identifies his intention to sell the described property
for amounts equal to or exceeding estimated value:

     a. Mandan Home: The estimated value of this property is
$540,000.  Secured creditor Wells Fargo Bank, N.A. has a lien
against the property in the amount of $490,201.  Johnson proposes
to sell this property for $50,000 more than Wells Fargo's lien
against the property (i.e. $540,201).

     b. Burke County Minerals: The estimated value of this property
is $9,360.  There are no liens against the property and Johnson
proposes to sell the same for $9,360.

     c. Cross Country Side Dump and Heavy Equipment Trailer: The
estimated value of the side dump ($30,000) and trailer ($60,000) is
$90,000.  Secured creditor John Deere Construction & Forestry Co,
doing business as John Deere Financial, has a lien against this
property in the amount of $67,212.  Johnson proposes to sell this
property for a combined $90,000.

     d. Two Heavy Haul 53' Step Trailers: The estimated value of
this property is $40,000.  Secured creditor Wallwork Financial
Corp. has a lien against this property in the amount of $30,000.
Johnson proposes to sell this property for a combined $50,000.

The net proceeds from the proposed sales will be used to fund
payments to unsecured creditors Portal Investments, LLC and Libbie
Stokke.  The Disclosure Statement further proposes the sale of
Johnson's remaining non-exempt assets over the course of two years
in order to maximize recovery to the unsecured creditors by
allowing Johnson to obtain a greater value than if the assets were
sold at auction or fire sale prices.

Johnson asks the Court's approval to sell the described property
having determined it to be in the best interest of the bankruptcy
estate.  The proposed sale of property would result in the most
efficient and timely distribution to creditors while maximizing
return on the property to be sold hereunder at fair and reasonable
values.

With regard to the Mandan home, Cross Country side dump, heavy
equipment trailer, and two Heavy Haul 53' step trailers, the sale
of such property is authorized under 11 U.S.C. Section 363(f)(3) as
the price at which the property is to be sold is greater than the
aggregate value of all liens against the property.

Finally, Johnson asks the Court to enter an order approving the
sale of the described property free and clear of liens.

Counsel for the Debtor:

          Sheldon A. Smith, Esq.
          SMITH PORSBORG SCHWEIGERT
          ARMSTRONG MOLDENHAUER & SMITH
          122 E. Broadway Ave.
          Bismarck, ND 58
          Telephone: (701) 258-0630
          E-mail: dsmith@smithbakke.com

Douglas L Johnson Sought Chapter 11 protection (Bankr. D.N.D. Case
No. 16-30199) on April 26, 2016.  The Debtor tapped David J Smith,
Esq., at Smith Barke Porsborg Schweigert & Armstr, as counsel.


EIG MANAGEMENT: S&P Alters Outlook to Negative & Affirms 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on EIG Management
Co. LLC to negative from stable. S&P also affirmed its 'BB+' issuer
credit rating on EIG.

S&P said, "At the same time, we affirmed our 'BB+' rating on EIG's
first-lien credit facility, consisting of a term loan and undrawn
revolver. The '3' recovery rating on the credit facility denotes
our expectation for meaningful (rounded estimate: 50%) recovery in
the event of a payment default."

The negative outlook reflects EIG's slow progress ($1.9 billion
raised as of June 30) on its Energy Fund XVII fundraise and the
potential for final results (a final close is expected in the first
quarter of 2019) to underperform versus its target ($5.0 billion)
and its predecessor fund (Energy Fund XVI raised $6.0 billion).
Fundraising for Fund XVII began in early 2017.

The negative outlook reflects the risk that EIG's Energy Fund XVII
may underperform its target, leading to leverage sustained above
2x.

S&P said, "We could lower the ratings if we expect fundraising
underperformance to lead to leverage sustained above 2x. An upgrade
is unlikely over the next two years due to the firm's concentrated
business and leverage that is very likely to be sustained above
1.5x. However, we could revise the outlook back to stable if
fundraising surpasses our expectations and we expect the company's
leverage to decrease to between 1.5x and 2.0x on a sustained
basis."



ENCOMPASS HEALTH: Egan-Jones Withdraws BB+ Sr. Debt Unsec. Rating
-----------------------------------------------------------------
Egan-Jones Ratings Company, on October 8, 2018, withdrew its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Encompass Health Corporation.

Encompass Health Corporation was founded in 1983 and is based in
Birmingham, Alabama. The company provides facility-based and
home-based post-acute healthcare services in the United States.



ESSAR STEEL: Wants U.S. Recognition of Canadian Sale Order
----------------------------------------------------------
Essar Steel Algoma Inc., as foreign representative, for itself and
its affiliated debtors, asks U.S. Bankruptcy Court for the District
of Delaware to (i) recognize and give full force and effect to the
Approval and Vesting Order entered by the Canadian Court on Sept.
21, 2018 ("Canadian Sale Order"); and (ii) authorize and approve
the sale of any property used in connection with Algoma's business
that is located within the territorial jurisdiction of the United
States ("U.S. Assets") free and clear of liens, claims,
encumbrances, and other interests, pursuant to the terms and
conditions set forth in the Asset Purchase Agreement between Algoma
Canada, Essar Steel Algoma Inc. USA, and Algoma Steel Inc.
(formerly known as 1076318 B.C. Ltd.).

A hearing on the Motion is set for Oct. 24, 2018 at 1:30 p.m. (ET).
The objection deadline is Oct. 17, 2018 at 4:00 p.m. (ET).

The salient terms of the APA are:

     a. Purchased Assets: Substantially all of the Selling Debtors'
right, title and interest in, to and under, or relating to, the
assets, property and undertaking owned or used or held for use by
the Selling Debtors in connection with Algoma's business.

     b. Purchase Price: The Buyer will satisfy the Purchase Price
to acquire the Purchased Assets by: (I) making a cash payment (to
be funded by the Exit Term Facility) sufficient to satisfy (i) the
outstanding liabilities under the DIP Facility (including exit
fees) and Prepetition ABL Facility in full, on the Closing Date,
and (ii) the Administrative Reserve Costs; (II) assuming the
Accrued Liabilities; and (III) credit bidding, through a series of
transactions, the amounts outstanding under the Term Loan Facility
and Senior Notes on the Closing Date.

     c. Competitive Bidding: The APA and Sale are the result of a
competitive, two phase bidding process that was undertaken under
the sale and investment solicitation process ("SISP").  The Debtors
also were open to receiving alternative bids following the
conclusion of the SISP .  No auction is contemplated by the
Debtors.

     d. Closing Date: The Closing Date will be no later than five
Business Days after the conditions set forth in APA have been
satisfied.

     e. Use of Proceeds: The Buyer, acting in a commercially
reasonable manner, shall, prior to the Closing Date, prepare a
written allocation of the Purchase Price among the Selling Debtors
and the Purchased Assets and will afford the Selling Debtors with a
reasonable opportunity to review and comment on such allocation.
The Selling Debtors are authorized and directed to repay in full
from the Cash Purchase Price, all indebtedness and obligations
outstanding, as of the Closing Date, under the DIP Facility and
Prepetition ABL Facility.  The APA provides for the funding of a
reserve of (I) $39 million to satisfy certain pre- and post-closing
obligations of the Debtors, including, among other things: (i)
administrative or other claims and costs outstanding on the Closing
Date with respect to amounts secured by charges created by the
Canadian Court, including by the Initial Order; (ii) costs and fees
incurred by the Monitor and the Selling Debtors following the
Closing Date in connection with the completion of the CCAA
Proceeding, and dissolving, winding up, or otherwise liquidating
the Debtors; (iii) agreed upon property taxes arising prior to the
Closing Date and owing to the Corporation of the City of Sault Ste.
Marie; and (iv) certain amounts necessary to cure any monetary
defaults as a condition to assuming the Assigned Contracts, in an
amount not to exceed $6 million; and (II) certain amounts that may
be payable by the Selling Debtors or their officers or directors to
governmental authorities in order to obtain a release of certain
outstanding environmental claims.  The Closing Costs Reserve will
be established by the Monitor from the Selling Debtors' available
cash, and to the extent such funds are below $39 million, the Buyer
will fund the deficiency upon Closing.

     f. Credit Bid: The Canadian Sale Order and Proposed Order
provide that Term Loan Agent and Indenture Trustee are authorized
and directed to all such actions as may be necessary or desirable
to facilitate the completion of the Sale.

     g. Relief from Bankruptcy Rule 6004(h): The Debtors ask a
waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h).

The substantial majority of the assets to be sold are in Canada
and, thus, the Foreign Representative asks the Court's recognition
and enforcement of the Canadian Sale Order.  Certain of the assets
to be sold pursuant to the APA constitute U.S. Assets.  Thus, in
addition to asking recognition, the Foreign Representative asks the
Court's approval of the sale of U.S. Assets to the Buyer free and
clear of any liens, claims, encumbrances, and other interests.

By the Motion, the Foreign Representative asks entry of the
Proposed Order recognizing and giving full force and effect to the
Canadian Sale Order approving the sale of the Purchased Assets
under the APA.

A copy of the Canadian Sale Order attached to the Motion is
available for free at:

     http://bankrupt.com/misc/Essar_Steel_301_Sales.pdf

                       About Essar Steel

Headquartered in Sault Ste. Marie, Ontario, Canada, Essar Steel
Algoma Inc. is an integrated steel producer.  Essar Steel operates
one of Canada's largest integrated steel manufacturing facilities.


Approximately 80% to 85% of ESA's sales are sheet products with
plate products accounting for the balance.  For the 12 months
ending Dec. 31, 2013, ESA generated revenues of C$1.8 billion.

Robert J. Sandoval filed a petition under Chapter 15 of the U.S.
Bankruptcy Code for Essar Steel Algoma Inc., and its debtor
affiliates on July 16, 2014, following the companies' initiation of
a reorganization under Canada's Companies' Creditors Arrangement
Act.  The lead case is Essar Steel Algoma Inc., Case No. 14-11730
(D. Del.).   

The Chapter 15 case is assigned to Judge Brendan Linehan Shannon.


Essar Steel's counsel in the Chapter 15 case is Daniel J.
DeFranceschi, Esq., and Amanda R. Steele, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware.


F.A.S.S.T LLC: Hires Robert M. Yaspan as Bankruptcy Counsel
-----------------------------------------------------------
F.A.S.S.T, LLC, seeks authority from the U.S. Bankruptcy Court for
the Central District of California to employ the Law Firm of Robert
M. Yaspan, as bankruptcy counsel to the Debtor.

F.A.S.S.T, LLC, requires Robert M. Yaspan to:

   a. negotiate with the creditors of the Debtor;

   b. assist the Debtor with the negotiation, confirmation, and
      implementation of the Debtor's Plan of Reorganization under
      Chapter 11;

   c. prepare the Schedule of Current Income and Current
      Expenses, Statement of Financial Affairs, Statement of All
      Liabilities of the Debtor, and Statement of All Property of
      the Debtor;

   d. prepare pleadings, attend at Court hearings and work with
      the various parties interested in the bankruptcy case;

   e. give the Debtor legal advice with respect to the powers and
      duties as Debtor-in-Possession in the continued operation
      of the management of the property;

   f. prepare on behalf of the Debtor and Debtor-in-Possession
      necessary applications, answers, orders, reports, and other
      legal papers; and

   g. perform all other legal services for the Debtor, which may
      be necessary.

Robert M. Yaspan will be paid at these hourly rates:

     Attorneys         $475 to $595
     Paralegals        $110 to $240

Robert M. Yaspan will be paid a retainer in the amount of $3,000,
plus the filing fee.

Robert M. Yaspan will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Robert M. Yaspan, a partner at the Law Firm of Robert M. Yaspan,
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.

Robert M. Yaspan can be reached at:

     Robert M. Yaspan, Esq.
     LAW FIRM OF ROBERT M. YASPAN
     21700 Oxnard Street, Suite 1750
     Woodland Hills, CA 91367
     Tel: (818) 774-9929
     Fax: (818) 774-9989

                      About F.A.S.S.T, LLC

F.A.S.S.T, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 2:18-bk-21828-ER) on Oct. 10, 2018.  The Debtor hired
the Law Firm of Robert M. Yaspan, as bankruptcy counsel.


FOREST CITY: Moody's Assigns B1 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a corporate family rating of B1
to Forest City Enterprises, L.P. and a senior secured rating of B2
to its proposed bank facility currently being marketed. The rating
outlook is stable.

The following ratings were assigned:

Forest City Enterprises, L.P.

  - Corporate Family Rating at B1

  - $400 million senior secured revolving credit facility due 2022
at B2

  - $1.25 billion senior secured term loan due 2025 at B2

Rating Outlook

Forest City Enterprises, L.P.

  - Outlook stable

RATINGS RATIONALE

Forest City's B1 corporate family rating reflects the REIT's strong
franchise in operating high quality mixed-use projects in urban
locations and a portfolio that is well diversified by geography,
asset type and tenant. The REIT's credit profile also benefits from
its strong operating performance of stabilized assets in large and
in-demand markets, as well as implicit support from Brookfield
Asset Management (BAM, rated Baa2 Stable) post-transaction. Forest
City's high leverage and fully secured debt structure, more than
any other factors, constrain its credit quality. Moody's expects
Net Debt/EBITDA to be as high as 14.6x pro-forma for the
transaction. The rating incorporates Moody's expectation that under
Brookfield ownership, Forest City will reduce corporate level debt
over time through excess cash flow, proceeds from asset sales, and
the collection of notes receivables aggregating $400 million.
Forest City intends to continue its secured debt funding strategy
post transaction. As a result of this funding strategy, Forest
City's unencumbered pool is negligible, limiting financial
flexibility. In addition, Moody's notes that Forest City will be
managed as a finite life vehicle over the ten-year hold period of
Brookfield's "BSREP III" investment fund, limiting the company's
long term, growth prospects.

The stable outlook reflects Moody's expectation that Forest City
will continue to own and operate a high quality portfolio of assets
that generate consistent, positive cash flows. The rating outlook
also reflects the expectation that proceeds from asset sales and
notes receivables will be used to reduce leverage, post
transaction.

Positive ratings movement is unlikely due to the management of
Forest City as a finite life vehicle within Brookfield's "BSREP
III" investment fund.

A ratings downgrade will be predicated upon Forest City having any
significant liquidity issues and should its credit metrics not
improve as projected, such that fixed charge coverage remains below
1.4x over the next 18 month period.

On July 30, 2018, Forest City Realty Trust, Inc. agreed to be
acquired by a fund of Brookfield Asset Management, Inc. The
transaction, which is subject to approval by a majority of the
outstanding shareholders of Forest City, is expected to close in
the fourth quarter of 2018. Post-closing, Forest City Realty, Inc.
will survive as a wholly owned private REIT subsidiary of one of
Brookfield Asset Management's real estate investment funds ("BSREP
III"). BSREP III is Brookfield's flagship global fund, with an
overall targeted size of $15 billion and a term of ten years with
two one-year extension options, in which Forest City will be the
cornerstone deal.

Headquartered in Cleveland Ohio, Forest City Realty Trust, Inc.
(NYSE: FCE.A) is currently an independent real estate investment
trust (REIT) primarily engaged in the ownership, development,
management and acquisition of office, retail and apartment real
estate throughout the United States. Forest City reported gross
assets of approximately $9.4 billion as of June 30, 2018.

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.


FOREST CITY: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Cleveland-based Forest City Realty Trust Inc. and Forest City
Enterprises L.P. The outlook is stable.

S&P said, "At the same time, we assigned a 'B+' issue-level rating
and '4' recovery rating on the company's proposed senior secured
credit facilities, which include a $400 million revolving credit
facility maturing in 2023 and a $1.25 billion term loan maturing in
2025. The '4' recovery rating indicates our view that senior
secured lenders can expect average (30%-50%; rounded estimate: 30%)
recovery of principal in the event of a payment default.

"The rating on Forest City reflects our expectation for weak credit
metrics, including debt to EBITDA in the 14x area over the next 12
months, following completion of the about two thirds debt and one
third equity financed acquisition by Brookfield. Partially
offsetting this is our favorable view of Forest City's diversified
portfolio of assets in primarily high-barrier-to-entry markets and
our expectation for operating performance improvement under the
management of Brookfield. We believe Brookfield will leverage its
experience and expertise at managing real estate portfolios to
drive occupancy and rents at Forest City through re-leasing and
redevelopment while also streamlining operating costs.

"The stable outlook on Forest City reflects our expectation for
operating performance improvement and stronger cash flows under
Brookfield management. We expect the company's diversified
portfolio of assets to generate low- to mid–single-digit
percentage same-property NOI growth, supported by sustained
occupancy, rental rate growth, and reduced operational expenses.
The outlook also incorporates our belief that Forest City will use
proceeds from asset sales and notes receivable to pay down term
loan debt and reduce leverage modestly. Still, we expect adjusted
debt to EBITDA to remain above 13x over the next year as management
invests in redevelopment opportunities to strengthen portfolio
quality.

"We would consider raising the rating on Forest City should
operating performance improve such that the company's asset
portfolio compares favorably to those of peers across its asset
classes. In particular, we would need to see improvement in rental
rates across the multifamily portfolio with above average
same-property NOI growth and occupancy maintained above 90% for all
segments. Though unlikely in the next year given our expectations
for debt leverage to remain high, we would also consider raising
the rating if debt to EBITDA improves toward the low–teen area on
a sustained basis.

"We would consider lowering the rating on Forest City should it
fail to realize operational improvements from the acquisition, with
margins meaningfully underperforming our expectations due to the
inability to realize synergies or maintain occupancy and rent
growth. We would also consider lowering the rating if Forest City
is unable to reduce debt leverage from asset proceeds, or if
operating performance deteriorates significantly, perhaps from
oversupply in Forest City's markets or an economic downturn, such
that same-property NOI growth turns negative with occupancy
waning."



GFL ENVIRONMENT: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed GFL Environmental Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating. At
the same time, Moody's downgraded the company's senior secured term
loan ratings to B1 from Ba3 and its unsecured notes ratings to Caa2
from Caa1. Moody's also assigned a Caa2 rating to the company's
proposed US$400 million of senior unsecured notes. The ratings
outlook remains stable.

The rating actions follow GFL's announcement that it will acquire
Waste Industries for US$2.825 billion. GFL plans to fund the
transaction with a new US$1.310 billion incremental Term Loan B;
US$400 million of senior unsecured notes; drawing on its US$100
million delayed draw term loan and revolving credit facility; and
US$1.291 billion of sponsor equity. All existing GFL debt is
expected to remain in place.

The downgrade of the senior secured debt rating to B1 reflects the
increase in the proportion of secured debt in the capital structure
(from 40% to 60%). The downgrade of the senior unsecured notes
rating to Caa2 reflects the increase in the amount of senior debt
ranking ahead of them in the capital structure.

Downgrades:

Issuer: GFL Environmental Inc.

Senior Secured Bank Credit Facility, Downgraded to B1 (LGD2) from
Ba3 (LGD2)

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)

Assignments:

Issuer: GFL Environmental Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: GFL Environmental Inc.

Outlook, Remains Stable

Affirmations:

Issuer: GFL Environmental Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

RATINGS RATIONALE

GFL (B3 CFR) is constrained by 1) its aggressive acquisition growth
strategy, 2) Moody's expectation that leverage will be sustained
above 6x in the next 12 to 18 months (6.8x pro forma for the
proposed financing transaction and acquisitions), 3) the short time
frame between acquisitions and the potential for integration risks,
4) lack of a track record and opacity of organic growth, and 5)
GFL's ownership by private equity, which hinders deleveraging. GFL
is supported by 1) the company's diversified business model, 2)
high recurring revenue supported by long term contracts, 3) its
good market position in the stable Canadian and US non-hazardous
waste industry, 4) EBITDA margins that compare favorably with those
of its investment grade rated industry peers, and 5) adequate
liquidity.

The company's sources of liquidity total about C$345 million
compared to about C$26 million of term loan amortization through
2019. When the financing transaction closes, GFL will have no cash
and the company's liquidity will be supported by about C$285
million of availability under its C$390 million revolving credit
facility due 2021 (the company also has a C$60 million LC facility)
and Moody's expected free cash flow of C$60 million in 2019.
Moody's expects a significant portion of the company's liquidity to
be used to fund future acquisitions. GFL's revolver is subject to
leverage and coverage covenants, which Moody's expects will have at
least a 10% cushion through the next 4 quarters. GFL has limited
flexibility to generate liquidity from asset sales as its assets
are encumbered.

The stable outlook reflects Moody's view that GFL will maintain
stable margins and adequate liquidity while integrating
newly-acquired businesses in the next 12 to 18 months.

The ratings could be upgraded if GFL demonstrates consistent and
visible organic revenue growth, maintains good liquidity and
sustains adjusted Debt/EBITDA towards 5.5x (pro forma 6.8x) and
EBIT/Interest above 1.5x (pro forma 0.8x).

The ratings could be downgraded if liquidity weakens, possible
caused by negative free cash flow, if there is a material and
sustained decline in margins due to challenges integrating
acquisitions or if adjusted Debt/EBITDA is sustained above 8x (pro
forma 6.8x).

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

GFL Environmental Inc., headquartered in Toronto, provides solid
waste and liquid waste collection, treatment and disposal solutions
and soil remediation services to municipal, industrial and
commercial customers in Canada. The company also provides municipal
and commercial solid waste and recycling collection services in the
US. Pro forma for acquisitions, revenue exceeds C$2.8 billion.


GFL ENVIRONMENTAL: S&P Affirms 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
rating (ICR) on Toronto-based waste services company GFL
Environmental Inc. The outlook is stable.

At the same time, S&P Global Ratings lowered its issue-level rating
on GFL's unsecured notes outstanding to 'CCC+' from 'B-', and
revised its recovery rating on the notes to '6' from '5' to reflect
its expectation of negligible (0%-10%; rounded estimate 0%)
recovery in the event of a default.

S&P Global Ratings also affirmed its 'BB-' issue-level rating, with
a '1' recovery rating, on GFL's senior secured debt. A '1' recovery
rating indicates its expectation for very high (90%-100%; rounded
estimate 95%) recovery in the event of default.

Finally, S&P Global Ratings assigned its 'BB-' issue-level and '1'
recovery ratings to GFL's proposed US$1.31 billion secured tem
loans and its 'CCC+' issue-level and '6' recovery ratings to the
company's proposed US$400 million unsecured notes.

S&P expects GFL will use proceeds from the proposed issuance to
fund a portion of its recently announced acquisition of Waste
Industries USA LLC, a subsidiary of Wrangler Buyer LLC
(B/Stable/--).

GFL is acquiring Waste Industries for US$2.83 billion
(approximately C$3.72 billion). Waste Industries is a vertically
integrated non-hazardous solid waste management company that
services the U.S. Southeast. S&P assumes GFL will fund the
acquisition and related transaction fees with about C$1.8 billion
of debt, including a US$1.31 billion incremental term loan B,
US$400 million of unsecured notes, and US$75 million from its
delayed draw term loan. The remaining portion will be primarily
funded with equity.

S&P said, "The affirmation of our ICR on GFL mainly reflects our
view that modestly higher expected leverage through 2019 of 7x-8x
on a pro forma basis (versus mid-to-high 6x in our previous
forecast) is offset by an improvement in the company's competitive
position. Following the acquisition, we believe GFL will be the
fourth-largest solid waste management company in North America,
meaningfully expanding the company's presence in the U.S., and
modestly improving profitability. On a pro forma basis, we estimate
GFL will generate annual revenue close to C$3 billion and adjusted
EBITDA of about C$700 million (including about C$300 million from
Waste Industries) with about half of its sales generated in the
U.S.

"The stable outlook reflects our expectation that GFL will continue
to expand its operating breadth through acquisitions that we expect
will be primarily debt-funded. We forecast adjusted debt-to-pro
forma EBITDA to remain above 6.5x and adjusted FFO cash interest
coverage to be in the mid-2x area over the next couple of years.

"We could lower our ratings on the company within the next 12
months if adjusted FFO cash interest coverage falls below 2x. In
our view, this could result from poor execution of integrating
acquisitions, volume and pricing pressure from tough market
conditions, or operating inefficiencies that contribute to
weaker-than-expected earnings and cash flow.

"We could raise our ratings on GFL within the next 12 months if
adjusted debt-to-pro forma EBITDA approaches 6x while the company
maintains FFO cash interest coverage well above 2x. In this
scenario, we would expect GFL to generate positive annual free
operating cash flow and see a lower likelihood that the company
could enter into material acquisitions that could bring leverage
back above 7x."



GIGA-TRONICS INC: May Issue 2.5 Million Shares Under Equity Plan
----------------------------------------------------------------
Giga-Tronics Incorporated has filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
2,500,000 shares of its common stock for issuance under the
Giga-tronics Incorporated 2018 Equity Incentive Plan.  A full-text
copy of the prospectus is available for free at
https://is.gd/GCalKK

                        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", which produces an Advanced Signal Generator (ASG)
and an Advanced Signal Analyzer (ASA) for the electronic warfare
market and YIG (Yttrium, Iron, Garnet) RADAR filters used in
fighter jet aircraft.

Giga-Tronics reported a net loss of $3.10 million for the year
ended March 31, 2018, compared to a net loss of $1.54 million for
the year ended March 25, 2017.  As of June 30, 2018, the Company
had $6.37 million in total assets, $5.07 million in total
liabilities and $1.29 million in total shareholders' equity.

Armanino LLP's opinion included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2018 contains a going
concern explanatory paragraph stating that the Company's
significant recurring losses and accumulated deficit raise
substantial doubt about its ability to continue as a going concern.


GIGA-TRONICS INC: Registers 11.62M Shares for Possible Resale
-------------------------------------------------------------
Giga-tronics Incorporated has filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to
the sale by certain securityholders of up to 11,624,452 shares of
common stock of Giga-tronics, including 7,000,000 shares of common
stock issuable upon conversion of the Company's 6.0% Series E
Senior Convertible Voting Perpetual Preferred Stock, 3,451,594
shares of common stock issuable upon exercise of common stock
purchase warrants, 572,858 shares of common stock that the Company
issued upon exercise of warrants and 600,000 shares of common stock
potentially issuable as dividends on the Series E Shares.   

The Company will not receive any of the proceeds from the sale by
the Selling Securityholders of those securities.  However, the
Company will receive proceeds from the exercise of the warrants if
they are exercised for cash by the Selling Securityholders.  The
Company will bear all expenses of registration incurred in
connection with this offering, but all selling and other expenses
incurred by the selling shareholders will be borne by them.

Giga-Tronics' Stock is quoted on the OTC Bulletin Board under the
symbol GIGA.QB.  The high and low bid prices for shares of the
Company's Common Stock on Oct. 15, 2018, were $0.37 and $0.25 per
share, respectively, based upon bids that represent prices quoted
by broker-dealers on the OTC Bulletin Board.  These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.

The Selling Securityholders and any broker-dealers that participate
in the distribution of the securities may be deemed to be
"underwriters" as that term is defined in Section 2(a)(11) of the
Securities Act of 1933, as amended.

A full-text copy of the Form S-1 prospectus is available at:

                      https://is.gd/35B7uW

                       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", which produces an Advanced Signal Generator (ASG)
and an Advanced Signal Analyzer (ASA) for the electronic warfare
market and YIG (Yttrium, Iron, Garnet) RADAR filters used in
fighter jet aircraft.

Giga-Tronics reported a net loss of $3.10 million for the year
ended March 31, 2018, compared to a net loss of $1.54 million for
the year ended March 25, 2017.  As of June 30, 2018, the Company
had $6.37 million in total assets, $5.07 million in total
liabilities and $1.29 million in total shareholders' equity.

Armanino LLP's opinion included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2018 contains a going
concern explanatory paragraph stating that the Company's
significant recurring losses and accumulated deficit raise
substantial doubt about its ability to continue as a going concern.


GLOBAL SOLUTIONS: AIMS Buying Assets for $1 Million
---------------------------------------------------
Global Solutions & Logistics, LLC, asks the U.S. Bankruptcy Court
for the Middle District of Alabama to authorize the sale to CMM
Holdings R, LLC, doing business as AIMS Cos., (i) the AIMS secured
assets for $755,000, and (ii) the unencumbered titled assets for
$266,000, subject to overbid.

At the time of its bankruptcy filing, the Debtor's equipment,
inventory, furniture, cash, and accounts and notes receivable were
subject to blanket liens held by SunTrust Bank (Claims 37, 38, &
40), Synovus Bank (Claim 15), and Commercial Credit Group, Inc.
("CCG") (Claim 32) in that order of priority.  In addition,
SunTrust held perfected liens on six vehicles (Claims 37, 38, &
40), and SunTrust Equipment Finance & Leasing Corp. held a
perfected lien on one vehicle that incorporates a piece of
equipment SunTrust Leasing financed known as a "Presvac" (Claim
41).

Certain items of equipment owned by the Debtor are subject to
purchase-money security interests held by De Lage Landen and
Komatsu Financial that take priority over the Blanket Liens.  

The Debtor owns 10 vehicles and several trailers ("Unencumbered
Titled Assets") that are unencumbered by the Blanket Liens due to
the application of the Alabama Uniform Certificate of Title and
Antitheft Act, and are not subject to any other security interests
or liens.  The Debtor's principals, Dave and Amy Alexander, have
been searching for buyers for the Debtor's business and for its
assets since early 2017 by directly contacting dealers and
distributors of its equipment, and by listing certain vehicles and
equipment for sale online; however, they have met with only minimal
success.

In July 2018, SunTrust and SunTrust Leasing sold their secured
obligations, including all notes, security agreements and
guaranties, and all related collateral rights, to CMM Holdings R,
LLC, doing business as AIMS Cos.  Consequently, AIMS now holds the
senior Blanket Lien on the Debtor's equipment, inventory,
furniture, cash, accounts and notes receivable, and general
intangibles, as set forth more specifically in the security
agreements attached to the AIMS claims, as well as the seven titled
vehicles previously pledged to SunTrust and SunTrust Leasing, while
Synovus and CCG retain subordinate Blanket Liens over the
non-titled assets.  The combined outstanding principal balance of
the notes purchased by AIMS is $1,438,364.

AIMS has made a written offer to purchase certain of the Debtor's
assets ("Purchased Assets") for a purchase price of $1,021,000, as
follows:

     a. AIMS will purchase those assets in which it has the senior
lien or security interest ("the AIMS Secured Assets"), including
the Debtor's general intangibles, accounts receivable and contract
rights, specific scheduled hard assets, and the seven vehicles in
which it holds a lien, through a credit bid of $755,000, and

     b. AIMS will purchase the Unencumbered Titled Assets for a
cash payment of $266,000.

The AIMS Secured Assets do not include any asset in which another
creditor has a security interest senior in priority to AIMS'
Blanket Lien.  AIMS will also agree to release its Blanket Lien on
the Debtor's operating cash in its DIP account if the transaction
is approved and successfully implemented.  It has also advised that
it seeks to designate certain contracts of the Debtor to be assumed
by the Debtor and assigned to AIMS.  The Debtor has accepted the
AIMS offer, subject to approval by the Court, and subject to entry
by the Debtor and AIMS into a definitive agreement evidencing the
agreed and approved terms of the transaction.

Prior to the Debtor's receipt of the offer from AIMS, the
Bankruptcy Administrator filed a motion to convert the case to
Chapter 7, and her motion has been joined by Summit and SunTrust
and SunTrust Leasing.  A hearing on this motion has been scheduled
for Oct. 2, 2018.

AIMS has emphasized that its offer is contingent on the Debtor
remaining in Chapter 11 until the sale has been approved and
consummated, including assignment to AIMS of the contracts it
designates for assumption and assignment by the Debtor, because the
assets and contracts have significantly more value to AIMS if
obtained from the Debtor as a going concern.  If the Court converts
the case to Chapter 7 before that time, AIMS will terminate the
offer and not proceed with a purchase under the proposed terms.
Accordingly, the Debtor has asked that the Court delays
consideration of the Bankruptcy Administrator's motion to convert
and the accompanying joinders in that motion until it has
considered and ruled on the instant motion to sell assets.

AIMS has also made clear that its offer, including the calculation
of the proposed purchase price, is premised on acquisition of the
Purchased Assets in bulk, as the assets have more value to AIMS as
a unit than they would if sold on an asset-by-asset basis.  Thus,
removal by the Debtor of one or more Purchased Assets for sale to a
third party may compel AIMS to withdraw its offer entirely.

If the Court approves the sale, the Debtor's counsel will withhold
in trust an amount sufficient to pay all administrative expenses,
including estimated Chapter 11 quarterly fees of $4,485 for the
third quarter of 2018 and $6,500 for the fourth quarter of 2018.
Other sale proceeds would be held pending further order of the
Court.

The Debtor and AIMS suggest that the Court schedules a hearing 30
to 45 days from the date of the Motion to permit interested parties
to submit objections or competing bids.  The Debtor asks an order
that any objection must be filed, and any competing bid must be
submitted to the Debtor, at least seven days prior to the scheduled
hearing on the Motion.  

If no objections or other offers are received, or if any objections
are overruled and any competing bids are not higher and better than
that of AIMS, the Debtor asks that the Court approves the sale to
AIMS as a good faith purchaser, and authorize the Debtor's
assumption of the Assumed Contracts and their assignment to AIMS at
that hearing.  Finally, it asks that the Court schedules a
subsequent hearing to consider the appropriate distribution of the
sale proceeds roughly 30 days after the sale.

A copy of the list of assets to be sold attached to the Motion is
available for free at:

   http://bankrupt.com/misc/Global_Solutions_267_Sales.pdf

                     About Global Solutions

Global Solutions & Logistics, LLC, doing business as Alexanders
Industrial Services, in Phenix City, Alabama --
http://www.alexandersservices.com/-- is a veteran owned business
that provides a full line of industrial services and cleaning,
environmental services, and mechanical contracting to commercial
clients, industrial facilities, and municipalities throughout the
Southeast.

Global Solutions & Logistics sought Chapter 11 protection (Bankr.
M.D. Ala. Case No. 17-80775) on June 10, 2017.  In the petition
signed by CFO Keith Williams, the Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Dwight H. Williams Jr.  The Debtor is
represented by William Wesley Causby, Esq., at Memory & Day.  No
trustee or examiner has been appointed to date in the case.


GROM SOCIAL: Officers Convert Additional $500,000 Debt to Equity
----------------------------------------------------------------
Grom Social Enterprises' officers, Darren Marks and Mel Leiner,
converted a combined total of $500,000 of their interest-free loans
due from the Company, into Grom common stock.  These loans, which
were due on July 1, 2019, were converted at a price of $0.31, which
is approximately 63% above the closing market of $0.19 on Oct. 12,
2018.

On Oct. 15, 2018, Grom Social had outstanding loan balances of
approximately $861,000 and $674,000, due respectively to Mr. Marks,
its chairman and Mr. Leiner, its executive vice president, COO, CFO
and secretary.  These loans are non-interest bearing and callable
on demand.  Effective Oct. 15, 2018, the Board of Directors
approved and Messrs. Marks and Leiner agreed to convert an
aggregate of $500,000 of their combined loan balances into shares
of the Company's Common Stock.  Mr. Marks converted $333,333 of his
loan into 1,075,268 shares; and Mr. Leiner converted $166,666 into
537,634 shares.  As a result of the transaction, Mr. Marks and Mr.
Leiner's loan balances were reduced to approximately $528,000 and
$507,000, respectively.

The conversion represents the third transaction of this nature by
the Company's CEO Marks and CFO Leiner, this year.  The officers
previously converted a combined $500,000 of their demand loans into
common stock in January 2018 and an additional $500,000 in
September 2018 for a cumulative total of $1,500,000.  As a result,
the Company's stockholder equity has risen on a proforma basis as
of June 30, 2018 to $7,268,165, thus positioning the Company well,
for its future plans.  After the conversions, Messrs. Marks and
Leiner now beneficially own 17,145,917 or approximately 13.1% and
10,387,634 or approximately 7.9% of the Company's common stock,
respectively.

Darren Marks, Chairman and CEO, commented, "I believe it's
imperative that Mel Leiner and I show our dedication and
willingness to convert our demand loans into equity at prices
significantly in excess of market value.  These transactions have
improved our balance sheet and should signal a strong message to
our investors as to just how much we believe in our Company.  We're
preparing for our next stage growth; improving our visibility,
building stakeholder value, supporting our network and product
expansion for accelerated revenue generation."

                      About Grom Social

Formerly known as Illumination America, Inc., Grom Social
Enterprises, Inc. -- http://www.gromsocial.com/-- operates five
subsidiaries, including Grom Social, a safe, social media platform
for kids between the ages of five and 16.  Since its beginnings in
2012, Grom Social has attracted kids and parents with the promise
of a safe and secure environment where their kids can be
entertained and can interact with their peers while learning good
digital citizenship.  The Company also owns and operates Top Draw
Animation, Inc., an award-winning animation company which produces
animated content for Grom Social and other high-profile media
properties such as Tom and Jerry, My Little Pony and Disney
Animation's Penn Zero: Part-Time Hero.  In addition, Grom
Educational Services provides web filter services up to an
additional two million children across 3,700 schools and libraries,
and Grom Nutritional Services is in the process of creating a line
of healthy nutritional supplements for children.

The report from the Company's independent accounting firm B F
Borgers CPA PC, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company incurred recurring losses from operations, has net
current liabilities and an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


Grom Social reported a net loss of $6.04 million in 2017 compared
to a net loss of $10.71 million in 2016.  As of June 30, 2018, Grom
Social had $19.02 million in total assets, $12.88 million in total
liabilities and $6.14 million in total stockholders' equity.


GUARD DOG: Creditor Agrees to Debt-to-Equity Swap
-------------------------------------------------
Guard Dog, Inc. (pinksheets:GRDO) on Oct. 17, 2018, disclosed that
it has eliminated its debt through an agreement to convert one
creditor's debt to Preferred Class "D" shares, and the mutual
rescission of an obligation to another creditor.  The ownership of
the Preferred Class D shares has been transferred to a third party.
The latest financials will now reflect a clean balance sheet.

In a separate agreement the owner of the newly created Preferred
Class D shares has agreed to use them to exercise voting rights
only, and not convert them to common shares for a period of at
least 10 years.  This makes the debt conversion completely
non-dilutive for at least that period. The agreement will carry
forward should ownership of the preferred shares be transferred in
the future.

Guard Dog President and CEO, George Sharp, commented on the
company's path forward, "Guard Dog is committed to acting in the
best interests of the shareholders and I believe that these
non-dilutive agreements to eliminate the debt illustrates that
commitment.  We now expect to have the completed and clean
financials presented to OTC Markets by the end of next week for
their inspection towards our goal of bringing the company current
again."

Guard Dog management again cautions prospective buyers of its
common stock, that there is no guarantee that the attempt to make
Guard Dog a viable entity will be successful and admonishes the
public to be aware that investments in penny stocks like Guard Dog,
while occasionally rewarding, can be extremely risky.



H-FOOD HOLDINGS: S&P Puts 'B' ICR on CreditWatch Negative
---------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating on H-Food
Holdings LLC on CreditWatch with negative implications, meaning
that S&P could lower or affirm the ratings following the completion
of its review.

S&P said, "We also placed the following ratings on CreditWatch with
negative implications: the 'B' issue-level rating on the senior
secured credit facility (comprising a $150 million undrawn revolver
due 2023 and a $1.145 billion term-loan due 2025) and the 'CCC+'
issue-level rating on the $350 million senior unsecured notes due
2026.

"The CreditWatch negative reflects our expectation for leverage to
increase from already elevated levels pro forma for the acquisition
of Greencore USA. H-Foods and its equity sponsor owners Charlesbank
Capital Partners and Partners Group have not disclosed how the
$1.075 billion acquisition will be funded. However, we believe that
the majority would likely be funded with incremental debt that
could lead to higher leverage and a delay to our previously
forecasted leverage reduction towards 7x by May 2019. We note that
we do expect the equity sponsors to put in additional equity to
fund the transaction. The acquisition also comes on the heels of
the LBO where the new equity sponsors added an additional $500
million of funded debt and $30 million of incremental interest
costs to the company, resulting in leverage being managed at higher
levels and weaker coverage ratios. We note that our adjusted
leverage is higher than the company's because we do not give credit
for all the addbacks the company is allowed under the credit
agreement. The credit agreement allows for synergies that do not
need to be realized for 24 months, and run-rates for new customers
and facilities to be added back to trailing-12-month EBITDA.

"We will resolve the CreditWatch listing on all ratings following
our review of the financial impact of the acquisition on H-Food's
credit metrics and the company's ability and willingness to reduce
leverage over the next 12 months. Specifically, we will review the
proposed funding sources for the acquisition, the historical and
projected earnings of the target, strategic rationale, and
integration risk. Upon completion of our review, we could lower the
ratings to 'B-' or leave them unchanged."





HMSW CPA PLLC: Seeks to Hire Spector & Johnson as Counsel
---------------------------------------------------------
HMSW CPA, PLLC, seeks authority from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Spector & Johnson, PLLC,
as counsel to the Debtor.

HMSW CPA, PLLC, requires Spector & Johnson to:

   a. provide legal advice to the Debtor with respect to its
      powers and duties as debtor-in-possession;

   b. prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   c. prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports and other legal papers;

   d. appear in the Bankruptcy Court and protect the interest of
      the Debtor before the Bankruptcy Court; and

   e. perform all other legal services for the Debtor which may
      be necessary and proper in the bankruptcy proceedings.

Spector & Johnson will be paid at these hourly rates:

     Attorneys          $325 to $350
     Paralegals             $95

Prior to the filing of the bankruptcy case, the Debtor paid Spector
& Johnson a retainer of $27,067.  After deducting the filing fee of
$1,717, leaving a retainer balance of $23,350 held in the firm's
trust account.

Spector & Johnson will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Howard Marc Spector, a partner at Spector & Johnson, 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.

Spector & Johnson can be reached at:

     Howard Marc Spector, Esq.
     Nathan M. Johnson, Esq.
     SPECTOR & JOHNSON, PLLC
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Tel: (214) 365-5377
     Fax: (214) 237-3380

                      About HMSW CPA, PLLC

HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public
accounting firm in Arlington, Texas. The company offers audit and
assurance, tax compliance, business advisory, accounting and
financial advisory services to small and medium size businesses. It
also provides a wide range of business services for companies
seeking to outsource payroll, transaction processing and basic
accounting functions.

HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018.  In the
petition signed by Cheree D. Bishop, president and manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.  The Hon. Mark X. Mullin presides over
the case.  Howard Marc Spector, Esq., at Spector & Johnson, PLLC,
serves as bankruptcy counsel.


IACCARINO INC: Seeks to Hire Case & DiGiamberardino as Counsel
--------------------------------------------------------------
Iaccarino, Inc., seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to employ the Law Firm of Case
& DiGiamberardino, P.C., as counsel to the Debtor.

Iaccarino, Inc., requires Case & DiGiamberardino to:

   -- prepare the Chapter 11 Petition;

   -- review and prepare schedules; and

   -- assist the Debtor with the preparation and design of a Plan
      of reorganization.

Case & DiGiamberardino will be paid based upon its normal and usual
hourly billing rates.  On Oct. 4, 2018, Case & DiGiamberardino
received a retainer of $783.  The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

John A. DiGiamberardino, a partner at the firm, 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.

Case & DiGiamberardino can be reached at:

     John A. DiGiamberardino, Esq.
     LAW FIRM OF CASE & DIGIAMBERARDINO, P.C.
     845 N. Park Road, Suite 101
     Wyomissing, PA 19610
     Tel: (610) 372-9900

                     About Iaccarino, Inc.

Iaccarino, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 18-16655) on Oct. 4, 2018, disclosing under $1
million in assets and liabilities.  The Law Firm of Case &
DiGiamberardino, P.C., led by name partner John A. DiGiamberardino,
serves as counsel to the Debtor.


IDEAL DEVELOPMENT: Clinica Buying Atlanta Property for $375K
------------------------------------------------------------
Ideal Development Corp. asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize the sale of the real
property located at 550 Fairburn Road Suites B2, B3, and B4,
Atlanta, Georgia to Clinica Alianza Latina, Inc., for $375,000.

Ideal owns, among other properties, the Property.  The Buyer and
the Debtor have entered into the Contract for Purchase and Sale of
Real Property.  As set forth in the Agreement, the Buyer proposed
to buy the Property for the purchase price of $375,000.  It
provides that the Closing Date will be by Oct. 31, 2018.  The Buyer
is also the current tenant of the Property.

Upon information and belief, First-Citizens Bank and Trust Co.
holds a first priority deed to secure debt on the Property.  Upon
diligent inquiry, no other party holds a security interest in the
Assets, and the purchase price of $375,000 is more than enough to
satisfy the secured claim of First-Citizens in the approximate
amount of $363,669.  In addition, the Debtor believes that
First-Citizens will consent to the Sale.

The Debtor asks authority to authorize the Debtor to enter into the
Agreement and sell the Property.  It asks that the Court waives any
stay pursuant to Bankruptcy Rule 6004 or otherwise and any order
approving the sale of the Property and be effective immediately
upon entry of any order approving the sale of the Property.

A hearing on the Motion is set for Oct. 22, 2018 at 2:00 p.m.

A copy of the Contract attached to the Motion is available for free
at:

          http://bankrupt.com/misc/Ideal_Development_23_Sales.pdf


The Purchaser:

          Dr. Gregory Zakers, Principal
          CLINICA ALIANZA LATINA, INC.
          550 Fairburn Rd, Suite B2
          Atlanta, GA 30331
          Telephone: (067) 859-5306
          E-mail: gregzakers@aol.com

               About Ideal Development Corporation

Ideal Development Corporation, a Georgia-based corporation that
operates as a real estate holding company, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
18-63172) on Aug. 6, 2018.  In the petition signed by its
president, James T. Walker, the Debtor estimated assets and
liabilities of less than $1 million.  The Debtor tapped Wiggam &
Geer, LLC, as its legal counsel.  No official committee of
unsecured creditors has been appointed in the Chapter 11 case.


IDEANOMICS: Closes on Purchase of UCONN's Former Hartford Campus
----------------------------------------------------------------
Ideanomics has closed on its purchase of the 58-acre former
University of Connecticut campus in West Hartford from the State of
Connecticut.  Ideanomics plans to transform the property into a
world-renowned technology campus named Fintech Village.  The
planned $283 million-plus investment will focus on being an ultra
high-speed computing facility and laboratory for developing new and
leading edge Fintech solutions utilizing artificial intelligence,
deep learning, IoT, and blockchain.

"We intend to expand upon the original campus' dedication to
excellence by enhancing the efforts to educate, create the ultimate
in learning and R&D environments, and by building out the campus to
attract top tier academic talent, companies, entrepreneurs, and
innovators from around the world.  Our Fintech Village technology
campus will stimulate the highest innovation by boasting the finest
in urban design, sustainable and green technologies, and
improvements to community connectivity factors such as trails for
walking, biking, and enriched urban flow," said Dr. Bruno Wu,
co-CEO and Chairman of Ideanomics.  "We are excited to be in a town
that recently was named by Money Magazine as one of the 50 Best
Communities in the Country, and we know that our Fintech Village
will continue to enhance the image of West Hartford as a unique and
vibrant community."

Governor Dannel P. Malloy said, "The greater Hartford region is
emerging as a hub for high-tech and innovation industries.  With
our best-in-the-nation workforce, we are prepared to help these
companies thrive and grow.  A commitment by a company like
Ideanomics to establish their global headquarters for technology
and innovation here in our state makes Connecticut an even more
attractive place to live and work and will have an impact far
beyond this one location in West Hartford.  We welcome Ideanomics
to our state and wish them many years of success and growth."

Now that the $5.2 million purchase has been formally closed with
the State of Connecticut and UConn, Fintech Village will begin its
plans to bring 330 new jobs to the town, and will endeavor to
achieve LEED Gold certification from the U.S. Green Building
Council by investing in new and environmentally efficient
technologies.  Ideanomics is excited to expand its partnerships
with state, local and overseas universities, research institutes
and large enterprises to establish a number of research hubs on the
premises.

"It is fitting that the UConn West Hartford campus, which housed a
renowned institution of higher education for decades, will soon
become a world-class technology hub.  It's also an ideal complement
to UConn's efforts to cultivate and promote lasting jobs and
economic development in our state," said Scott Jordan, UConn's
executive vice president for Administration and chief financial
officer.  "We look forward to working with Ideanomics on the
transition of this property as its exciting vision for the site
becomes reality."

The company previously announced it had hired Newman Architects, an
award-winning Connecticut-based architecture firm with extensive
experience in West Hartford, including renovations to Hall and
Conard high schools, to plan and design Fintech Village. For over
50 years, the firm has specialized in working, living and learning
projects on campuses and in towns and cities nationally. Lead
Architect and Newman Architects principal, A. Brooks Fischer is a
well-known West Hartford resident.

Ideanomics is working closely with West Hartford on the development
of Fintech Village, and will design and build the property in a way
that is sensitive to the surrounding community and the
environment.

In connection with the Acquisition, the Company also entered into
an Assistance Agreement by and between the State of Connecticut,
acting by the Department of Economic and Community Development,
pursuant to which the State of Connecticut may provide up to
$10,000,000 of financial assistance which in such case will be
evidenced by a promissory note, provided, however, that the
aggregate principal of the funding will not exceed 50% of the cost
of the project.  The Company will provide security for its
obligation to repay the Funding to the State of Connecticut in the
form of a first position mortgage.  The Company agrees that in
exchange for the Funding it will provide a minimum number of jobs
at a minimum annual amount of compensation by Dec. 31, 2021.
Failure of the Company to do so will subject it to certain cash
penalties for each employee below the minimum employment threshold.
If the Company meets the employment obligations it is eligible for
forgiveness of up to $10,000,000 of the Funding.  The Company will
agree to certain covenants with respect to the Funding and such
Funding may become immediately due and payable upon the occurrence
of certain standard events of default.

                        About Ideanomics

Ideanomics, formerly Seven Stars Cloud Group, Inc., provides
Platform-as-a-Service (PaaS) solutions with strong multi-layer
fintech technologies leveraging blockchain and artificial
intelligence.  Its technology and infrastructure uses blockchain
and smart contract for security token issuance and trading,
artificial intelligence to provide a system for asset rating and
recommendation services, and in-house and partner service providers
for digital asset securitization.  The Company has headquarters in
New York, and has  planned "Fintech Village" center for Technology
and Innovation in West Hartford, CT, and offices in London, Hong
Kong, Beijing, and Shanghai, China.

Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016.  As of June 30, 2018, Seven Stars had
$153.57 million in total assets, $117.53 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $34.77 million in total equity.

B F Borgers CPA PC's report on the consolidated financial
statements for the year ended Dec. 31, 2017, contains an
explanatory paragraph expressing substantial doubt regarding the
Company's ability to continue as a going concern.  The auditors
stated that the Company incurred recurring losses from operations,
has net current liabilities and an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


INFRASTRUCTURE AND ENERGY: S&P Assigns 'B+' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Infrastructure and Energy Alternatives Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the company's proposed $300
million senior secured term loan due 2024, which will be issued by
its subsidiary IEA Energy Services LLC. The '3' recovery rating
indicates our expectation for meaningful recovery (50%-70%; rounded
estimate: 60%) in the event of a payment default.

"Our rating on Infrastructure and Energy Alternatives Inc. reflects
the company's still modest revenue base following the acquisition
of Consolidated Construction Solutions (CCS) and the proposed
acquisition of William Charles Construction, its manageable debt
leverage, and its ownership by a private-equity sponsor. The rating
also reflect IEA's participation in the competitive and cyclical
engineering and construction market. We believe that the company
will gradually improve its earnings on strength in its end markets
and its healthy backlog, leading its adjusted pro forma debt
leverage to remain below 4x over the medium term.

"The stable outlook on IEA reflects our assumption that the company
will gradually improve its earnings over the next 12 months on the
strength in its end markets and its healthy backlog. We expect the
company's adjusted debt leverage to remain below 4x over the medium
term.

"We could lower our ratings on IEA if its adjusted debt-to-EBITDA
increases toward 5x or its FOCF-to-debt ratio declines below 5% on
a sustained basis. This could be caused by a
weaker-than-anticipated operating performance during the next 12
months due to unexpected acquisition-integration challenges,
softening end-market demand in the renewable energy or civil
infrastructure end markets, or project losses. We could also lower
the rating if the company's credit ratios weakened to these levels
because of a change in its financial policy.

"We consider an upgrade unlikely during the next 12 months given
the inherent volatility in the company's end markets and because we
believe that IEA's financial risk will remain aggressive over the
medium-term given our view of its financial sponsor ownership."





ISLE OF CAPRI CASINOS: Egan-Jones Withdraws B Unsec. Debt Rating
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 8, 2018, withdrew its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Isle of Capri Casinos, Inc.

Isle of Capri Casinos, Inc. was a gaming company headquartered in
Creve Coeur, Missouri in Greater St. Louis which operated casinos
and associated entertainment and lodging facilities in the United
States.


J COPELLO INTERNATIONAL: Hires Fisher & Bagley as Accountant
------------------------------------------------------------
J. Copello International Corporation seeks authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
Fisher & Bagley, as accountant to the Debtor.

J. Copello International requires Fisher & Bagley to prepare and
file the Debtor's tax returns for the year 2011 to 2017.

Fisher & Bagley will be paid a flat fee of $5,900.

To the best of the Debtor's knowledge 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.

Fisher & Bagley can be reached at:

     FISHER & BAGLEY
     510 San Mateo Avenue
     San Bruno, CA 94066
     Tel: (650) 583-2905

                        About J Copello

J Copello International Corporation is a corporation that operates
as an electrical contractor from leased premises in South San
Francisco.

Based in Millbrae, California, J Copello filed a Chapter 11
petition (Bankr. N.D. Cal. Case No. 16-31345) on Dec. 16, 2016.  In
the petition signed by Jack Copello, president, the Debtor
disclosed $744,622 in assets and $2.9 million in liabilities.
Judge Dennis Montali presides over the case.  Finestone Hayes LLP
is the Debtor's bankruptcy counsel.  Littler Mendelson, PC, is the
special counsel, and McGuigan & McGuigan CPAs as accountant.


JAGUAR HEALTH: Bryan Ezralow Has 17.49% Stake as of Oct. 2
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Bryan Ezralow disclosed that as of Oct. 2, 2018, he
beneficially owns 1,666,667 shares of common stock of Jaguar
Health, Inc. of which 1,250,000 shares are held by the Bryan
Ezralow 1994 Trust u/t/d December 22, 1994, of which Mr. Ezralow is
the sole trustee; and 416,667 shares are held by EZ MM&B Holdings,
LLC, where Mr. Ezralow is the sole trustee of one of the trusts
that is a manager of EZ MM&B, and as a co-trustee and manager,
respectively, of the two trusts and limited liability company that
comprise the managing members of one of the other managers of EZ
MM&B, shares voting and dispositive power over those shares, and
thus, may be deemed to beneficially own those shares.  The amount
beneficially owned represents 17.49 percent of the shares
outstanding based upon a total of 9,528,103 shares of voting Common
Stock issued and outstanding as of Aug. 13, 2018, as reported in
the Issuer's Form 10-Q for the quarterly period ended June 30,
2018, filed with the Securities and Exchange Commission on Aug. 13,
2018.  A full-text copy of the regulatory filing is available for
free at https://is.gd/4HUxov

                     About Jaguar Health

Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis.  Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas.  Jaguar Health's
principal executive offices are located in San Francisco,
California.

Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016.  As of June 30, 2018, Jaguar Health
had $46.15 million in total assets, $23.13 million in total
liabilities, $9 million in Series A convertible preferred stock and
$14.01 million in total stockholders' equity.

BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.


JAGUAR HEALTH: Knight Therapeutics Has 7.08% Stake as of Oct. 4
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Knight Therapeutics, Inc., disclosed that it
beneficially owns 1,500,000 shares of common stock of Jaguar
Health, Inc., which represents 7.08 percent based on 21,178,104
voting common shares as at Oct. 4, 2018, consisting of 8,736,579 as
at June 30, 2018, 866,524 shares of common stock issued after June
30, 2018, and 11,575,001 shares of common stock issued on Oct. 4,
2018.  A full-text copy of the regulatory filing is available for
free at https://is.gd/fDRQ4j

                     About Jaguar Health

Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis.  Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas.  Jaguar Health's
principal executive offices are located in San Francisco,
California.

Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016.  As of June 30, 2018, Jaguar Health
had $46.15 million in total assets, $23.13 million in total
liabilities, $9 million in Series A convertible preferred stock and
$14.01 million in total stockholders' equity.

BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.


JENKUEN LLC: Seeks to Hire Chan Chow as Special Counsel
-------------------------------------------------------
Jenkuen LLC, seeks authority from the U.S. Bankruptcy Court for the
Northern District of California to employ Chan Chow and Dai PC as
special counsel to the Debtor.

Jenkuen LLC requires Chan Chow to assist the Debtor in moving to
set aside a default Judgement obtained by Mary Tom, in the case
entitled Mary Tom v. Steven Ho, individually and, Jenkuen LLC,
Alameda County Superior Court Case No. RG17881522.

Chan Chow will be paid based upon its normal and usual hourly
billing rates.

Chan Chow will be paid a retainer in the amount of $10,000.

Chan Chow will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Darius Chan, partner of Chan Chow and Dai PC, 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.

Chan Chow can be reached at:

     Darius Chan, Esq.
     CHAN CHOW AND DAI PC
     500 Sutter Street, Suite 300
     San Francisco, CA 94102
     Tel: (415)398-8308
     Fax: (415)236-6063

                       About Jenkuen LLC

Jenkuen LLC, a single asset real estate as defined in 11 U.S.C.
Section 101(51B), sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-41794) on Aug. 3,
2018.  In the petition signed by Steven Ho, managing member, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Judge Charles Novack
presides over the case.  The Debtor hires the Law Offices of Darya
Sara Druch as its legal counsel; and Chan Chow and Dai PC, as
special counsel.


JOHN GILMOR: Oct. 30 Hearing on $500K Millerton Property Sale
-------------------------------------------------------------
John D. Gilmor filed with the U.S. Bankruptcy Court for the
Southern District of New York his amended notice of proposed sale
of the real property located at 2 Main Street, Millerton, New York
to Sven Lindbaeck for $500,000.

A hearing on the Motion is set for Oct. 30, 2018 at 12:00 noon.
Objections, if any, must be filed no later than seven days prior to
the return date of the Motion.

The Debtor wishes to sell the Property to the Buyer for the agreed
purchase price with no contingencies, pursuant to the Contract of
Sale.

John D. Gilmor sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-36681) on Oct. 3, 2017.  The Debtor tapped Bethany A. Ralph,
Esq., as counsel.



K & J COAL: Woos Buying 4 Chest Township Tracts for $40K
--------------------------------------------------------
K & J Coal Co., Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a notice of its proposed sale of
the real estate and related rights situate in Chest Township,
Clearfield County, Pennsylvania to Philip M. Woo and Elizabeth A.
Woo for $40,000, subject to overbid.

A hearing on the Motion is set for Nov. 2, 2018 at 10:30 a.m.

At the time of the commencement of the instant case K&J was the
owner of the Property, to wit: (i) Tax I.D. # 109-E15-00013,
Control # 109050558, containing 71 acres, +/-, and being described
more fully in Deed recorded in the Office of the Recorder of Deeds
of Clearfield County, Pa. in D.B.V. 1336 at page 196; (ii) Tax I.D.
# 109-E15-00015, Control # 109050559, containing 10 acres, +/-, and
being described more fully in Deed recorded in the Office Of The
Recorder Of Deeds Of Clearfield County, Pa. in D.B.V. 1336 at page
196; (iii) Tax I.D. # 109-E15-00016.1, Control # 109051262,
containing 36.42 acres, +/-, and being described more fully in Deed
recorded in the Office of the Recorder of Deeds of Clearfield
County, Pa. in D.B.V. 1336 at page 196; and (iv) Tax I.D.
1090E1500000005, containing 46.3 acres, and being described in Deed
recorded in the Office of the Recorder of Deeds of Clearfield
County, Pa., in D.B.V. 1378 at page 450.

The Debtor proposes to sell the Property free and clear of all
liens, claims, charges and encumbrances.

The sale will be confirmed to the maker of the highest and best
offer(s), all in accord with the terms of the Motion.  The
successful bidder will be required to pay to the counsel for the
Reorganized Debtor, at the time of the approval of the sale by the
Court, a deposit of $1,000 towards the purchase price, and closing
will be required to occur with the payment of the balance due
within 120 days of the Order becoming a Final Order of Court.

All payments must be via cash, certified check, or such other forms
of assured and guaranteed payment as may be acceptable to the
Reorganized Debtor's counsel.

Said sale will be under and subject to the rights of the Lessee
under an existing coal lease, which is available for inspection
upon request.

                      About K & J Coal Co.

K&J Coal Co., Inc., also known as K & J Coal Co., sought Chapter 11
protection (Bankr. W.D. Penn. Case No. 02-26645) on July 19, 2002.

The Court approved and confirmed the Debtor's Plan of
Reorganization dated Aug. 31, 2003, as amended, pursuant to the
Confirmation Order dated Feb. 9, 2004.

The Reorganized Debtor tapped James R. Walsh, Esq., at Spence,
Custer, Saylor, Wolfe & Rose, LLC, as counsel.


KADMON HOLDINGS: FDA Grants Breakthrough Designation to KD025
-------------------------------------------------------------
The U.S. Food and Drug Administration has granted Breakthrough
Therapy Designation to KD025, Kadmon Holdings, Inc.'s ROCK2
inhibitor, for the treatment of patients with chronic
graft-versus-host disease (cGVHD) after failure of two or more
lines of systemic therapy.  Kadmon is currently enrolling patients
in a pivotal Phase 2 clinical trial of KD025 in patients with
cGVHD.

The FDA selectively grants Breakthrough Therapy Designation to
expedite the development and review of a drug that is intended to
treat a serious condition and preliminary clinical evidence
indicates that the drug may demonstrate substantial improvement
over existing therapies.

"We are pleased that the FDA has recognized the therapeutic
potential of KD025 for cGVHD, a serious condition for which new
treatments are urgently needed," said Harlan W. Waksal, M.D.,
president and CEO at Kadmon.  "This designation is a key regulatory
milestone and we look forward to working closely with the FDA to
expedite the development of KD025 for cGVHD."
   
The Breakthrough Therapy Designation of KD025 in cGVHD is supported
by data from an ongoing Phase 2 clinical trial (KD025-208).  In the
study, KD025 was well tolerated and demonstrated clinical activity
in approximately two-thirds of patients across Cohort 1 (KD025 200
mg QD) and Cohort 2 (KD025 200 mg BID). Preliminary results from
the trial were previously presented at the 23rd Congress of the
European Hematology Association (EHA) in June 2018 and at the Blood
and Marrow Transplantation (BMT) Tandem Meetings in February 2018.


Enrollment is ongoing in KD025-213, the pivotal Phase 2 clinical
trial of KD025 in adults with cGVHD who have received at least two
prior lines of systemic therapy.  KD025-213 is an open-label trial
in which patients are randomized to receive either KD025 200 mg QD
or 200 mg BID, enrolling 63 patients per arm.  Either KD025 dose
may be considered by the FDA for the registrational dose.

                        About KD025

KD025 is a selective oral inhibitor of Rho-associated coiled-coil
kinase 2 (ROCK2), a signaling pathway that modulates inflammatory
response.  In October 2017, the FDA granted orphan drug designation
to KD025 for the treatment of cGVHD.  

                    About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a biopharmaceutical company engaged in the discovery,
development and commercialization of small molecules and biologics
within autoimmune and fibrotic diseases, oncology and genetic
diseases.  

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of June 30, 2018, Kadmon Holdings had $187.02 million in total
assets, $48.17 million in total liabilities and $138.84 million in
total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2017, noting that the Company has suffered recurring
losses from operations and expects losses to continue in the future
that raise substantial doubt about its ability to continue as a
going concern.


KC7 RANCH: Nov. 30 Sealed Bid Sales Program Deadline Set
--------------------------------------------------------
Bernard Uechtritz' Icon Global Group on Oct. 16, 2018, announced an
immediate call for offers and combination sealed bid sales program
deadline of November 30, 2018 for the owned land, water and mineral
rights for a much coveted 37,000 +/- acre ranch with a production
capability of approximately 400,000 BBLS of frac water per day.

The KC7 Ranch near Balmorhea, Texas will be liquidated in its
entirety inclusive of all owned assets which importantly include
extensive water, mineral and surface fee simple rights.  The
property includes a nearly 10,000 sq. ft. original 1890's stone
lodge remodeled in 2007 along with extensive other capital
improvements, headquarters compound, infrastructure, plant and
equipment.

Federal Judge Hon. Mark Mullins ordered the appointment of
Uechtritz and his Icon Global Group to immediately sell the
property in an unopposed hearing in United States Federal
Bankruptcy Court - Northern District of Texas, Fort Worth Division.
Mr. Uechtritz' appointment was at the recommendation of the
Debtor's designated Chief Marketing Professional (CMP), attorney
Joseph M. Coleman with Kane Russell Coleman and Logan PC.

Mr. Coleman stated, "I interviewed many of the state's leading
ranch brokers and chose Bernard Uechtritz specifically because of
his extensive experience and track record in successfully and
aggressively selling a diverse range of big-ticket properties,
particularly in unique and difficult circumstances, such as we have
with the KC7 Ranch, Ltd. Bankruptcy.  I have full confidence that
this Ranch will be sold in an expedited and timely manner
consistent with the approved marketing strategies pursuant to the
Court's order."

The ordered sale stems from the bankruptcy filings of KC7 Ranch,
Ltd. and related entities as reported by the Fort Worth Star
Telegram.

Significantly, a valuable ground water rights component is included
in the offering, which incorporates a massive potential frac water
development opportunity.  As set forth in most recent court
documents, the Chief Marketing Professional (and thus Broker) is
authorized by the Court to "sell the property free and clear of the
ground water lease among KC7 Ranch, Ltd. and Wolfcamp Water
Partners, LLC."

"The inclusion of the previously unavailable but immensely valuable
owned water rights in this property is a game changer and makes for
an extremely unique and potentially revenue rich investment
opportunity with predicted income streams potentially worth many
multiples beyond any surface value acquisition price," said Mr.
Uechtritz.  "I have seen data which indicates up to 400,000 barrels
a day of water production is possible."

"Current frac water rates in the area range from sixty cents to two
dollars.  This could potentially mean a payback as much as $70M a
year for decades."  

"In fact, there is a distinct two-fold option in the water asset
for a new owner; in either A) benefitting from a potential royalty
earning position when and if the rights are monetized by a
pre-existing developer or B) developing and monetizing the rights
themselves as the owner.  This is now a wide-open deal, and
everything is on the table."

Previously on the market at $52 million, there is now no list price
set in the current offer/sealed bid plan.  "However, I expect
realistic entry level bids which will  get enough of our attention
to go to the court for approval will start around $35/40 million
and go up from there," said Mr. Uechtritz.  "I fully expect
multiple bids from multiple interested parties several of whom have
already been in contact prior to [Tues]day's announcement."

                        About the KC7 Ranch

KC7 Ranch is situated on 37,759 +/- acres of topography rich land
two hours southwest of Midland near Balmorhea, TX.  This highly
improved property comes completely turnkey and is a sportsman's
paradise.  The blend of open and mountainous terrain, pasture land
and water provide an abundance of recreational activities as well
as peaceful tranquility.  The renovated historic main residence
overlooks the large spring fed trophy bass lake and offers
luxurious accommodations.  The entire perimeter of the ranch is
fenced, and the interior is cross fenced into 11 pastures.  This
ranch is 2 hours from Midland, TX, an hour from Fort Davis, 1.5
hours from Alpine.

Water: This property has superior surface and subsurface water for
the area.  10 natural springs flow from the mountains creating an
oasis for wildlife, 3 of the springs feed water to pastures.  There
are also two lakes that cover 40 acres.  The property also on top
of the Capitan reservoir and according to hydrology reports can
produce an estimated 400,000 barrels per day of frac water with
could be potentially distributed to the Delaware and Permian basin
oilfields for decades to come.  

Minerals: The property has 10,650+- net mineral acres included in
the offering.

                   About Icon Global Group

Icon Global -- http://www.Icon.Global-- designs and implements
strategic, tactical marketing and sales campaigns for private
clients with unique, high-end properties around the world. The
company specializes in one of a kind, complex deals on behalf of
high net worth clients, international investment funds,
corporations, oil and gas ventures, among many others.

Icon Global was founded by complex deal maker and international
real estate advisor, Bernard Uechtritz.  The Australian native most
notably led the record-breaking global marketing and sale of W.T.
Waggoner Ranch in Vernon, Texas. Listed at $725 million, the iconic
property sold in 2016 to billionaire businessman Stan Kroenke,
earning the "Real Estate Deal of the Century" title.  The company's
combined listings and sales volume reached or exceeded $1 billion
in 2016 and 2017, including the well-publicized sales of the $60M
Barefoot Ranch (TX), $45MRio Bonito Ranch (TX), $21M Dodge Ranch
(WY), $34M Broseco Ranch (TX), among many others.

                        About KC7 Ranch

Based in Fort Worth, Texas, KC7 Ranch, Ltd., is a privately held
company that owns a real property asset known as the "KC7 Ranch".

KC7 Ranch filed for Chapter 11 bankruptcy protection (Bankr. N.D
Tex. Case No. 17-45166) on Dec. 28, 2017.  In the petition signed
by its president Thomas F. Darden, the Debtor estimated assets
between $50 million and $100 million, and liabilities between $10
million and $50 million.  Carrington, Coleman, Sloman & Blumenthal,
L.L.P., serves as counsel to the Debtor.  The Law Office of Wesley
C. Stripling IV, is the special counsel.


KIDS FOUNDATION: Seeks to Hire Clinton Robinson as Accountant
-------------------------------------------------------------
Kids Foundation Day Care LLC seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ Clinton
Robinson Professional Tax & Accounting Services, as accountant to
the Debtor.

Kids Foundation requires Clinton Robinson to:

   -- assist the Debtor in preparing and submitting Monthly
      Operating Reports; and

   -- provide other financial reporting as required by the Office
      of the U.S. Trustee.

Clinton Robinson will be paid a fee of $2,100 for the preparation
of the Monthly Operating Reports for June, July, August, and
September 2018.

Clinton Robinson will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Clinton Robinson, partner of Clinton Robinson Professional Tax &
Accounting Services, 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.

Clinton Robinson can be reached at:

     Clinton Robinson
     CLINTON ROBINSON PROFESSIONAL TAX
     & ACCOUNTING SERVICES
     464 Central Ave.
     East Orange, NJ 07018
     Tel: (973) 675-2515

                  About Kids Foundation Day Care

Kids Foundation Day Care LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14768) on March 12,
2018.  In the petition signed by Michael Unegbu, managing member,
the Debtor estimated assets and liabilities of less than $50,000.
Middlebrooks Shapiro, P.C., is the Debtor's bankruptcy counsel.


L2NETWORKS CORP: Hires Whitehurst Blackburn as Attorney
-------------------------------------------------------
L2Networks Corp of Georgia seeks authority from the U.S. Bankruptcy
Court for the Middle District of Georgia to employ Whitehurst
Blackburn & Warren, as attorney to the Debtor.

L2Networks Corp requires Whitehurst Blackburn to assist and provide
legal services to the Debtor in connection with the Chapter 11
bankruptcy proceedings.

Whitehurst Blackburn will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

William H. Blackburn, partner of Whitehurst Blackburn & Warren,
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.

Whitehurst Blackburn can be reached at:

     William H. Blackburn, Esq.
     WHITEHURST BLACKBURN & WARREN
     809 Broad St.
     Thomasville, GA 31792
     Tel: (229) 226-2161

                About L2Networks Corp of Georgia

L2Networks Corp of Georgia is a privately held company in Albany,
Georgia that provides telcommunication services.  L2Networks Corp
of Georgia filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
18-11181) on Sept. 14, 2018.  The petition was signed by Kraig
Beahn, CEO, L2Networks Corp of Georgia.  In its petition, the
Debtor disclosed $3,055,350 in assets and $716,251 in liabilities.
William H. Blackburn, Esq., at Whitehurst Blackburn & Warren,
serves as bankruptcy counsel.





LEE COUNTY CHARTER: S&P Cuts Rating on 2007A/2012 Rev. Bonds to BB-
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB'
on the Lee County Industrial Development Authority, Fla.'s series
2007A and series 2012 industrial development revenue bonds, issued
on behalf of Lee County Charter Schools (LCCS). The outlook is
stable.

"The lowered rating reflects our opinion of LCCS' weakened demand
and enrollment challenges stemming from its 16.4% decline in
enrollment in fall 2017, which was much greater than management's
expectations," said S&P Global Ratings credit analyst Robert Tu.
"Overall, we believe LCCS' weakened credit characteristics are more
in line with the lower rating," Mr. Tu added.

Management is budgeting for a similar deficit in fiscal 2019,
although we understand it is looking into mitigation strategies at
the schools that missed enrollment targets. Management has
historically been able to enact cost saving initiatives through the
mitigation process, which S&P believes demonstrates some operating
flexibility.

The rating reflects S&P's assessment of the following credit risks:


-- The school's significant enrollment decline of 16.4% in fall
2017;

-- Limited demand flexibility given most schools are well below
enrollment capacity and have minimal waitlists;

-- Below-average MADS coverage of 0.96x in fiscal 2018, which is
expected to remain below 1.00x in fiscal 2019;

-- Relatively high MADS burden and high debt to capitalization;
and

-- Inherent uncertainty associated with charter renewals because
the bonds' final maturity exceeds the existing charter's period.

S&P believes somewhat offsetting these weaknesses are, what we
consider, the school's:

-- Improved academic performance at two of the LCCS' schools and
the two-year charter renewal for the Manatee charter school based
on improved academic performance;

-- Diverse and sizable revenue base;

-- Sufficient liquidity, although S&P expects this to fall to 52
days' cash on hand in fiscal 2018;

-- Fifteen-year charter renewals, the longest granted in Florida,
for five of the six schools; and

-- Experienced management in Charter Schools USA Inc., which
manages over 84 schools in seven states, a majority of which are in
Florida.

Lee County Community Charter LLC comprises six charter schools:
Gateway Charter School (K-4), Gateway Intermediate (5-8), Gateway
Charter High School (9-12), Six Mile Charter School (K-8), Cape
Coral Charter School (K-8), and Manatee Charter School (K-8). Most
of the schools are in Lee County in southwest Florida, except for
Manatee Charter, which is located slightly farther north in Manatee
County. All schools were founded by and are currently in management
contracts with Charter Schools USA. During the 2016-2017 school
year, total enrollment for the six schools was 4,587 including
pre-K students. Preliminary fall 2018 figures indicate enrollment
of 4,520, which is 1.5% below the previous year's level.




LELAND CONSULTING: Hires Comiskey & Company as Accountant
---------------------------------------------------------
Leland Consulting Group, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Comiskey &
Company, as accountant to the Debtor.

Leland Consulting requires Comiskey & Company to prepare the
Debtor's 2017 federal tax return.

Comiskey & Company will be paid at these hourly rates:

     Lori Williams                   $310
     Patrick Comiskey                $330
     Richard Sommer                  $300
     Adrian Jennings                 $230
     Katie Comiskey                  $175
     Nicole Martinez                 $95

Comiskey & Company held a prepetition claim for unpaid services in
the amount of $5,125 against the Debtor but has elected to waive
the claim.

Comiskey & Company will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Lori Williams, a partner at Comiskey & Company, 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.

Comiskey & Company can be reached at:

     Lori Williams
     COMISKEY & COMPANY
     7900 East Union Avenue, Suite 150
     Denver, CO 80237
     Tel: (303) 830-2255

                 About Leland Consulting Group

Leland Consulting Group -- https://www.lelandconsulting.com/ -- is
a team of strategic advisors focused on urban real estate, economic
development, and public-private partnerships.

Leland Consulting Group filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 18-13522) on April 26, 2018, listing under $1
million in both assets and liabilities.  Stuart J. Carr, Esq., at
Stuart J. Carr, P.C., is the Debtor's counsel.



LONGJAGO LLC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Longjago, LLC
        24805 Pinebrook Road, Suite 100
        Chantilly, VA 20152

Business Description: Longjago, LLC is a privately held company
                      in Chantilly, Virginia.

Chapter 11 Petition Date: October 17, 2018

Case No.: 18-13476

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  LAW OFFICES OF CHRISTOPHER S. MOFFITT
                  218 North Lee Street, 3rd Floor
                  Alexandria, VA 22314
                  Tel: (703) 683-0075
                  Fax: 703-229-0566
                  E-mail: moffittlawoffices@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Edward A Longwe, authorized
representative.

A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:

             http://bankrupt.com/misc/vaeb18-13476.pdf


MESOBLAST LIMITED: Closes Partnership Deal with China's Tasly
-------------------------------------------------------------
Mesoblast Limited has completed its transaction with Tasly
Pharmaceutical Group to establish a strategic partnership in China
for Mesoblast's allogeneic mesenchymal precursor cell (MPC) product
candidates MPC-150-IM for heart failure and MPC-25-IC for heart
attacks.

Mesoblast has received US$40 million (AUD$57 million) from Tasly,
comprising an upfront technology access fee of US$20 million and an
equity purchase of US$20 million for which Mesoblast Limited has
issued 14,464,259 fully paid ordinary shares to Tasly.

As consideration, Tasly has received exclusive rights and will fund
all development, manufacturing and commercialization activities in
China for MPC-150-IM for the treatment and prevention of chronic
heart failure and MPC-25-IC for the prevention and treatment of
acute myocardial infarction.  Mesoblast will receive US$25 million
on achievement of product regulatory approvals in China,
double-digit escalating royalties on net product sales, and six
additional escalating milestone payments upon the product
candidates reaching certain sales thresholds.

Mesoblast and Tasly will establish a joint steering committee, with
equal representation from both parties, to oversee, review and
co-ordinate the development, manufacturing and commercialization
activities for the cardiovascular product candidates in China.  The
parties, through the joint steering committee, plan to expedite
development and commercialization of these cardiovascular product
candidates by leveraging each other's clinical trial results in
China, and the United States and other major jurisdictions
respectively to support their respective regulatory submissions for
MPC-150-IM and MPC-25-IC.

Chairman of Tasly Pharmaceutical Group Mr. Yan Kaijing said: "We
believe Mesoblast's cellular medicine technology platform is poised
to transform cardiovascular care in China.  This is why Tasly has
made this strategic investment and long-term partnership with the
premier global cellular medicine company."

Mesoblast Chief Executive Dr. Silviu Itescu stated: "We are very
excited to be partnering with Tasly, one of the largest
pharmaceutical companies in China, the world's fastest growing
biopharmaceutical and healthcare market."  

                About Tasly Pharmaceutical Group

Tasly Pharmaceutical Group (SHA: 600535) is a pharmaceutical
company in China with more than 20 years of operational history.
Its business focuses on R&D, manufacturing and commercialization of
innovative modern traditional Chinese medicine, biologics and
chemical drugs in the therapeutic areas of cardiology, metabolism
and oncology.  Tasly has the only marketed biological product for
cardiovascular diseases approved in China.  It has one of the
largest pharmaceutical sales and marketing teams, including 809
offices established in 29 regions covering all the main therapeutic
areas, and a vast distribution network across approximately 20,000
hospitals in China.  At 2017, its total annual revenues exceeded
US$2.5 billion.

                         About Mesoblast

Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines.  The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching.  Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).

Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017.  As of June 30,
2018, Mesoblast had US$692.4 million in total assets, US$146.4
million in total liabilities and US$546.0 million in total equity.

PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended  June
30, 2018.  The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


MICHAEL WORLEY: Trustee Selling 2008 Jeep Wrangler for $16K
-----------------------------------------------------------
Dwayne M. Murray, the Chapter 11 Trustee of Michael Allen Worley
asks the U.S. Bankruptcy Court for the Middle District of Louisiana
to authorize the sale of the Debtor's interest in the 2008 Jeep
Wrangler, bearing VIN 1J8GA64138L637291, to Southeast Auto Inc.,
for 16,000, subject to overbid.

The Trustee proposes (i) to sell the Vehicle to Southeast or to the
Successful Bidder, and (ii) that the sale of the Vehicle will be
transferred free and clear of all interests, Liens, and Claims of
any kind or nature, except as otherwise expressly provided by the
terms of the Sale Order.  He has not discovered any Liens or Claims
that would encumber the Vehicle.  However, in the event there are
such Liens or Claims, they will attach to the proceeds of the sale
contemplated.



If Trustee does not receive any qualified bids for the Vehicle, he
will file a statement into the record of the case by Oct. 24, 2018,
stating that no such qualifying bids were received by the bid
deadline, and that the Vehicle will be sold to Southeast for the
full lump sum amount of $16,000 upon approval of the sale requested
herein by the Court.

                  About Michael Allen Worley

Michael Allen Worley filed for Chapter 11 bankruptcy protection
(Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as
the Debtor's bankruptcy counsel.

Pursuant to the notice of appointment filed by the Office of the
United States Trustee, an Official Committee of Unsecured Creditors
has been appointed.

On July 10, 2018, the Court appointed Dwayne M. Murray as Chapter
11 trustee of the Estate and Kelly Hart & Pitre as counsel for the
Trustee.


MICHAEL WORLEY: Trustee Selling Airstream Travel Trailer for $30K
-----------------------------------------------------------------
Dwayne M. Murray, the Chapter 11 Trustee of Michael Allen Worley,
asks the U.S. Bankruptcy Court for the Middle District of Louisiana
to authorize the sale of the Debtor's interest in the 2010 19ꞌ
Airstream travel trailer, bearing VIN 1STCFAA13AJ524538, to
Southeast Auto Inc., for $30,000 cash, subject to overbid.

The Trustee proposes (i) to sell the Travel Trailer to Southeast or
to the Successful Bidder, and (ii) that the sale of the Travel
Trailer will be transferred free and clear of all interests, Liens,
and Claims of any kind or nature, except as otherwise expressly
provided by the terms of the Sale Order.  He has not discovered any
Liens or Claims that would encumber the Travel Trailer.  However,
in the event there are such Liens or Claims, they will attach to
the proceeds of the sale contemplated.

The Trustee believes that the proposed sale of the Travel Trailer
is in the best interest of the Estate and requests approval of the
proposed sale to Southeast or to the Successful Bidder.  He has
decided, however, in order to fully maximize the value of the
Travel Trailer for the benefit of the Estate, to provide a
procedure for entertaining higher bids.

In the event of a higher bid in conformity with the procedures set
forth, the Trustee will bring before the Court at hearing upon the
Sale Motion a list of such bids, if any, along with the offer from
Southeast (should Southeast determine to participate in the auction
proposed herein), and will request of the Court that Trustee be
allowed to conduct an auction of the Travel Trailer and thereafter
provide the Court with the winning bid after such auction.  In the
event of an auction, the Successful Bidder (which may be Southeast)
will be bound by the Sale Order to purchase the Travel Trailer in
accordance with such winning bid.

To qualify as a bidder, the proposed bidder must submit a response
to the Sale Motion that: (a) is made in writing, setting forth the
identity of the offering party and specifying the amount of the
competing offer; (b) is transmitted and served upon Peter A.
Kopfinger, attorney for Dwayne M. Murray, Trustee, at One American
Place, 301 Main St., Suite 1600, Baton Rouge, LA 70801 or email to
peter.kopfinger@kellyhart.com by Oct. 24, 2018 at 4:00 p.m. (CT);
(c) is accompanied by a cashier's check made payable to Dwayne M.
Murray, Trustee, for 10% of the amount of the offer as a deposit
which will be applied to the purchase price if such Bidder is the
Successful Bidder or refunded to such Bidder is not the Successful
Bidder; (d) is a cash bid in an amount at least $1,000 greater than
Southeast's initial offer of $30,000; and (e) is an offer to
purchase the Travel Trailer.

If the Trustee does not receive any qualified bids for the Travel
Trailer, he will file a statement into the record of the case on
Oct. 24, 2018 stating that no such qualifying bids were received by
the bid deadline and that the Travel Trailer will be sold to
Southeast for the full lump sum amount of $30,000 upon approval of
the sale requested herein by the Court.  Should there be one or
more Bidders, then all Bidders, and Southeast if it chooses, will
have the right to participate in a Court sanctioned Trustee auction
for the Travel Trailer.

The Trustee auction will commence promptly after the calling of the
Sale Motion for hearing by the Court.  At any Trustee auction, the
Trustee will require that any overbid be in the amount of $350
higher than the last highest bid.  The Trustee will market the
Travel Trailer by listing the Travel Trailer on the national
website MarketAssetsForSale.com, notifying local travel trailer and
RV dealers in the Baton Rouge area, and also to the mailing
matrix.

Finally, the Trustee asks that the Court to abrogate the 14-day
stay imposed by Bankruptcy Rule 6004(h).

Michael Allen Worley filed for Chapter 11 bankruptcy protection
(Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as
the Debtor's bankruptcy counsel.

Pursuant to the notice of appointment filed by the Office of the
United States Trustee, an Official Committee of Unsecured Creditors
has been appointed.

On July 10, 2018, the Court appointed Dwayne M. Murray as Chapter
11 trustee of the Estate and Kelly Hart & Pitre as counsel for the
Trustee.


MOUNTAIN CREEK: Committee Hires Drinker Biddle as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Mountain Creek
Resort, Inc., and its debtor-affiliates, seeks authorization from
the U.S. Bankruptcy Court for the District of New Jersey to retain
Drinker Biddle & Reath LLP, as counsel to the Committee.

The Committee requires Drinker Biddle to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) investigate and determine the value of unencumbered
       assets;

   (d) negotiate terms of a plan of reorganization;

   (e) review and analyze chapter 11 plan issues and pursue
       confirmation of a plan or plans as may be appropriate to
       provide distributable value to the holders of general
       unsecured claims;

   (f) assist the Committee in maximizing the value of the
       Debtors' assets for the benefit of all creditors;

   (g) review and investigate prepetition transactions in which
       the Debtors and their insiders were involved;

   (h) confer with the Debtors' management, counsel and financial
       advisors;

   (i) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (j) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (k) file appropriate pleadings on behalf of the Committee;

   (l) review and analyze the Debtors' financial professionals'
       work product and report to the Committee on such analyses;

   (m) provide the Committee with legal advice in relation to the
       chapter 11 cases;

   (n) prepare various applications and memoranda of law
       submitted to the Court for consideration; and

   (o) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Drinker Biddle will be paid at these hourly rates:

     Michael P. Pompeo, Partner                 $770
     Joseph N. Argentina, Jr., Associate        $495
     Cathy M. Greer, Paralegal                  $335

Drinker Biddle will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael P. Pompeo, a partner at Drinker Biddle, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.

Drinker Biddle can be reached at:

     Michael P. Pompeo, Esq.
     DRINKER BIDDLE & REATH LLP
     600 Campus Drive
     Florham Park, NJ 07932-1047
     Tel: (973) 549-7000
     Fax: (973) 360-9831

                  About Mountain Creek Resort

Mountain Creek Resort, Inc., owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey.  The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts.  The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.

Mountain Creek Resort, Inc., and five affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017.  The
cases are pending before the Honorable Judge Stacey L. Meisel, and
jointly administered.

Mountain Creek estimated $10 million to $50 million in assets and
debt.

The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc., as business consultant and investment
banker; and Prime Clerk LLC as claims and noticing agent.

On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Trenk, DiPasquale, Della
Fera & Sodono, P.C., and Drinker Biddle & Reath LLP, are the
Committee's bankruptcy counsel.



NATGASOLINE LLC: Moody's Assigns Ba3 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned first-time ratings to
Natgasoline LLC, including a Ba3 Corporate Family Rating and a Ba3
to its $565 million Term Loan B. Natgasoline is equally owned 50%
each by OCI N.V. (Ba2 stable) and Consolidated Energy Limited ,
which is the ultimate parent of Consolidated Energy Finance, S.A.
("CEF", B1 stable) and operates a newly completed, single-site
methanol facility in Beaumont, TX. Proceeds of the term loan and
$335 million in new senior secured tax exempt bonds (not rated)
will be used to refinance existing tax exempt bonds and shareholder
loans, to fund final construction costs and for other general
corporate purposes. The outlook on the ratings is stable.

"Access to multiple sources of low-cost gas feedstock in the Gulf
positions the plant at the lower end of the global industry cost
curve, supporting EBITDA and cash flow at all points in the cycle,"
according to Joseph Princiotta, Vice President, Senior Credit
Officer and lead analyst for Natgasoline. "The competitive cost
position is important given Natgasoline's single commodity profile
and operating site, and exposure to a cyclical industry,"
Princiotta added.

Assignments:

Issuer: Natgasoline LLC

Probability of Default Rating, Assigned Ba3-PD

Corporate Family Rating, Assigned Ba3

Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4)

Outlook Actions:

Issuer: Natgasoline LLC

Outlook, Assigned Stable

RATINGS RATIONALE

The ratings reflect the scale, technology and competitiveness of
the facility, while also benefitting from very competitive, less
expensive gas on the Gulf Coast. The company's gas hedging policies
are conservative and utilize 3-5 year hedging contracts that
protect much of the feedstock advantage through the medium term.
With a nameplate capacity at 1.75 million tonnes per year of
methanol production, the facility is the largest in the U.S. and
among the largest in the world. The rating also recognizes the
quick scale up to nameplate capacity and sustained production at or
near capacity during the first three months post start-up. Despite
the short operating history of the plant, having completed
construction in June of 2018, it continues to operate reliably,
benefiting from the sponsors' breadth and depth of experience in
starting and operating plants of this kind.

Natgasoline's parent sponsors -- OCI N.V. and CEL -- are well
positioned with leading positions in the methanol markets, ranking
second and fifth, respectively, in terms of total global production
market share. Through OCI Methanol Marketing LLC, the parent
sponsors provide offtake and marketing responsibilities and are
obligated to purchase all of Natgasoline's production volumes at a
discount to market-based U.S. contract prices and to sell the
offtake into the regional and global methanol markets. The facility
also benefits from access to multiple natural gas pipelines, as
well as contracts for storage, pipeline usage, power and industrial
gas supply agreements with reputable counterparties.

The rating is constrained by the ratings of the parent sponsors,
which are expected to receive dividends with excess cash flow
generated by Natgasoline. Financial policies are conservative and
aimed at managing to a gross leverage of 2-3x over the cycle.
Although leverage is likely to increase significantly as EBITDA
declines during trough conditions, Moody's expects cash flow to
remain positive, while negative covenants in the term loan limit
dividends if First Lien Net Leverage is above 4.5x, and limit debt
incurrence if this ratio is above 3.0x.

The ratings are also constrained by the fact that Natgasoline
operates a single production facility, exposing the company's
production and cash flows to operating challenges, as well as
mishaps, equipment failure or weather events. However, these risks
are mitigated by an insurance policy that covers equipment damage
and business interruption risk.

Negative factors in the rating also include the fact that
Natgasoline produces only one product -- methanol -- and operates
in cyclical market due to supply and demand changes over time.
Moody's outlook for methanol over the next two years is favorable,
given what is known about the new industry plants under
construction and expected start-up dates. However, future cyclical
weakness is probably inevitable and eventually new supply will
exceed demand growth, weakening methanol prices and reducing
Natgasoline's earnings and cash flow.

Natgasoline's liquidity position is good and reflects its
meaningful cash balance of $60 million pro forma to the November
date of the financing. In addition, the company generates
significant cash flow, with over $200 million in operating cash
flow expected in 2019. Given the plant's competitive cost position
with access to cheap US natural gas, Moody's expects operating cash
flow to remain positive, even assuming methanol prices at trough
levels. Due to credit agreement restrictions, Moody's expects the
dividend to deplete cash during cyclical weakness. Natgasoline's
secondary liquidity is provided by its $60 million ($45 million
after LOCs) Revolving Credit Facility that matures in 2023. The
revolver is expected to be undrawn at funding and remain so during
this strong methanol market. The revolver will have a springing
maintenance covenant, but the term loan does not. The term loan
does have covenants regarding incurrence of additional debt;
Moody's does not expect the company to breach those in 2018 and
2019. There are no near-term maturities, aside from modest TL
amortization.

Moody's is unlikely to consider an upgrade given one of the
parents' current ratings as well as the single product and single
plant profile of the company. However, if the parents' ratings
strengthen significantly in the future and financial policies and
balance sheet leverage are conservatively managed below 3x over the
cycle, Moody's would consider an upgrade.

A downgrade of one or more of the parents' ratings could trigger a
review of the appropriateness of Natgasoline's ratings.
Difficulties in operating the plant at high and consistent
operating rates, or loss or impairment of a significant portion of
its feedstock gas supplies, could also cause Moody's to reconsider
the appropriateness of the ratings.

Natgasoline LLC, headquartered in Delaware, is a leading producer
of methanol, jointly owned by OCI N.V. (50%) and Consolidated
Energy Limited (50%); each sponsor having 3 board seats, with the
board Chairman casting a tie-breaking a vote. Natgasoline owns a
single plant in Beaumont, TX, with production capacity of 1.75
million tonnes per year, which is the largest in the U.S. (#2
globally) and in the lowest quartile in terms of cost
competitiveness. Natgasoline's sole product is methanol, which is
an intermediate product used in the manufacture of formaldehyde
(approximately 30% of the world use), acetic acid, methyl tertiary
butyl ether (MTBE, a gasoline oxygenate no longer used in the US),
and as a fuel additive, fuel alternative, feedstock to MTO
facilities, as well as other uses. The end-market demand for
traditional methanol uses can be cyclical in nature as many of the
products and end markets are sensitive to the construction and
housing markets. Moody's expects Natgasoline to generate annual
revenues of $600 million for the LTM ending December 31, 2019, its
first full calendar year of operation.

The principal methodology used in these ratings was Chemical
Industry published in January 2018.


NATGASOLINE LLC: S&P Assigns Prelim. 'BB-' Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' project finance
rating and preliminary '1' recovery rating to Beaumont, Texas-based
Natgasoline LLC's three new issuances. The outlook is stable. The
preliminary '1' recovery rating reflects S&P's expectation of very
high (90%-100%; rounded estimate: 95%) in the event of default.

The ratings on Natgasoline's tax-exempt debt are unchanged for now,
but S&P will withdraw them upon the close of this transaction.

S&P said, "We assess the operations phase SACP at 'bb-'. This
project is subject to significant market risk, specifically
regarding natural gas and methanol pricing. Though methanol prices
have rebounded from lows in 2016 and are currently comparatively
high because of shorter-term supply imbalance, the market remains
highly volatile. This is likely to be an ongoing risk to the
project, even though this issuer has entered into strategic natural
gas hedges hedges (it currently has hedges for portions of its
required feedstock through 2024).

"The stable outlook on Natgasoline reflects our expectation that
the project, having completed construction in mid-2018, will
continue to ramp up operations during the next six to 12 months; we
anticipate DSCRs exceeding 3x during the first full year of
operations.

"An upgrade, while unlikely, would stem from demonstration of high
availability and operating costs that are in line with our initial
expectations for the operations phase. We also anticipate that the
market for methanol will remain resilient during this period,
though we anticipate in our OPBA that market volatility will be
high, thus necessitating higher DSCRs, possibly exceeding 4x
throughout the entirety of the asset life."

A downgrade could occur if the ramp up to full availability takes
materially longer than originally expected, or the methanol market
weakens substantially such that minimum DSCRs fall beneath 2.5x.



NATIONAL CAMPUS: S&P Affirms 'CCC' Rating on 2015A/B Bonds
----------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' long-term rating on New Hope
Cultural Education Finance Corp., Texas' series 2015A and series
2015B taxable student housing revenue bonds, issued for National
Campus & Community Development Corp.'s College Station Properties
LLC (NCCD-College Station). The outlook is negative.

"In accordance with our criteria, the 'CCC' rating and negative
outlook reflect our view that NCCD-College Station is likely to
default without unforeseen positive developments in occupancy and
revenues," said S&P Global Ratings credit analyst Ying Huang. "It
also reflects our opinion of at least a one-in-two likelihood of
default given that the project ran into cash flow shortfalls in
fiscal 2018."

S&p SAID, "We believe NCCD-College Station will likely continue to
experience cash flow shortfalls, which will require prolonged draws
from its debt service reserve fund (DSRF) to cover debt service
payments over the next two to three years. We understand that
NCCD-College Station breached its minimum 1x debt service coverage
covenant in fiscal 2018; however, the bond trustee on behalf of the
bondholders previously agreed to forbear from exercising remedies
upon event of default pursuant to a forbearance agreement entered
by NCCD-College Station with its bondholders in May 2018. The
forbearance agreement has not been extended past June 30, 2018, due
to certain precondition not being met, and the bond trustee has the
right to terminate it at will. In our view, the right of the bond
trustee to terminate the forbearance agreement adds uncertainty
that an event of default could occur, resulting in immediate
acceleration of the outstanding bonds within the next 12 months,
which is reflected in the 'CCC' rating and the negative outlook on
the outstanding bonds.

"The negative outlook reflects our view that within the one-year
outlook time frame, we may lower the rating if expected cash flow
shortfalls continue and the bond trustee terminates the forbearance
agreement, adding uncertainty that NCCD-College Station will be
able to cover debt service. In our view, NCCD-College Station will
have to increase occupancy and rent substantially in order to earn
sufficient revenue to cover debt service and operating expenses.

"We could lower the rating if the bond trustee decides to terminate
the forbearance agreement, resulting in acceleration of the
outstanding bonds; the NCCD-College Station DSRF is depleted; debt
service is unable to be covered; or the debt is restructured. We
could lower the rating by multiple notches if the operating
pressure at the project significantly increases the likelihood of
default in the near term.

"While unlikely, we could raise the rating over a longer time frame
if occupancy and rent levels increase substantially, resulting in
enough revenue to pay debt service and operating expenses."

Proceeds from the approximately $360.9 million series 2015A and B
issuance funded a 3,402-bed student housing facility to house
students at Texas A&M University–College Station.



NATIONAL EVENTS: Taps Meyer Suozzi as Litigation Counsel
--------------------------------------------------------
National Events of America, Inc., and New World Events Group Inc.
received approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Meyer, Suozzi, English & Klein, P.C.,
as special litigation counsel.

The firm will assist the Debtor in conducting discovery under
Bankruptcy Rule 2004, and in the prosecution of avoidance actions.
Meyer will also handle matters where the Debtors' bankruptcy
counsel may have conflict of interest.

The hourly rates range from $350 to $625 for partners; $175 to $400
per hour for associates; and $125 to $140 for paralegals.  Howard
Kleinberg, Esq., the attorney who will be providing the services,
charges $625 per hour.

Mr. Kleinberg disclosed in a court filing that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Kleinberg disclosed that the firm has not agreed to a variation of
its standard or customary billing arrangements.

Mr. Kleinberg also disclosed that no Meyer professional has varied
his rate based on the geographic location of the Debtors'
bankruptcy cases, and that the firm is currently developing a
budget and staffing plan.

Meyer can be reached through:

     Howard B. Kleinberg, Esq.
     Meyer, Suozzi, English & Klein, P.C.
     990 Stewart Avenue
     Garden City, NY 11530
     Direct: (516) 592-5718  
     Fax: (516) 741-6706
     Email: hkleinberg@msek.com

                  About National Events Holdings

National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006.  They provide ticketing
services for all concert, theater and sporting event tickets, as
well as various V.I.P. hospitality packages that deliver exclusive
access to big name events, including hotels, celebrity meet and
greets and exclusive parties.

National Events Holdings, et al., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5,
2017.

The Debtors' attorneys are Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York.  Timothy
Puopolo of RAS Management Advisors, LLC, is the Debtors' chief
restructuring officer.


NCI BUILDING: Moody's Lowers CFR to B2 After Merger With Ply Gem
----------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of NCI
Building Systems, Inc. to B2 from Ba3 and has taken these ratings
off review for downgrade where they were placed on July 18, 2018.
In the same rating action, Moody's assigned a B2 to Ply Gem Midco,
Inc.'s proposed $665 million incremental first lien term loan
facility due 2025, confirmed all ratings of Ply Gem, including its
B2 Corporate Family Rating, and has taken the company's ratings off
review for upgrade. These actions represent the conclusion of the
reviews that were prompted by the announcement of the proposed
merger between NCI and Ply Gem.

The following rating actions were taken:

Issuer: NCI Building Systems, Inc.

Corporate Family Rating downgraded to B2 from Ba3 and taken off
review for downgrade

Probability of Default Rating downgraded to B2-PD from Ba3-PD and
taken off review for downgrade

Senior Secured Bank Credit Facility downgraded to B2 (LGD4) from
Ba3 (LGD4), taken off review for downgrade, and subsequently will
be withdrawn after completion of the merger with Ply Gem

SGL-2 speculative grade liquidity rating affirmed

Stable outlook, from on review

Issuer: Ply Gem Midco, Inc. (formerly Pisces Midco, Inc.)

Corporate Family Rating confirmed at B2, taken off review for
upgrade, and subsequently will be withdrawn after completion of the
merger with NCI

Probability of Default Rating confirmed at B2-PD, taken off review
for upgrade, and subsequently will be withdrawn after completion of
the merger with NCI

$1.755 billion Senior Secured Term Loan B due April 12, 2025
confirmed at B2 (LGD4) from (LGD3) and taken off review for upgrade


$665 million Senior Secured Incremental Term Loan B due April 12,
2025 assigned a B2 (LGD4)

$115 million Senior Secured Cash Flow Revolver due 2023 confirmed
at B2 (LGD4) from (LGD3) and taken off review for upgrade

$645 million, 8% senior unsecured notes due 4/15/2026 confirmed at
Caa1 (LGD6) and taken off review for upgrade

Stable outlook, from on review

RATINGS RATIONALE

The B2 Corporate Family Rating for the NCI/Ply Gem merged company
(with NCI as the surviving entity) represents Moody's expectation
that while NCI may be able to delever in a timely fashion, its
willingness to do so is called into question by the fact that
before the ink has even dried on the merger, the company has
already decided to borrow another $190 million to purchase the
Silver Line vinyl window and patio door operations of Andersen
Corporation. In addition, the combination of four separate entities
into one (NCI, Ply Gem, Atrium Windows & Doors, and now Silver
Line) represents a set of daunting integration, strategic and
management challenges. Also, the combined pro-forma EBITDA number
that management is using represents, in its opinion, ambitious
synergy and cost saving assumptions, which will take time to prove
out. Finally, Moody's calculation of a combined pro forma
debt/EBITDA metric of 6.0x is elevated for any rating higher than a
B2.

NCI (without Ply Gem) generated a debt/EBITDA metric of 2.4X for
the LTM period ended July 29, 2018. Ply Gem and Atrium Windows &
Doors combined generated a debt/EBITDA metric of 7.9x for the LTM
period ended June 30, 2018. Silver Line's actual debt/EBITDA could
not be calculated, but Ply Gem's offer of $190 million for the $21
million of estimated actual EBITDA represents a 9x debt/EBITDA. On
a combined basis, i.e., all four entities added up, the Moody's pro
forma debt/EBITDA for the most recent 12 month period, including
Moody's standard adjustments for operating leases and pensions, was
6.0x. This compares to NCI's pro forma debt/EBITDA calculation of
4.6x, a nearly one and a half turn difference. The challenge for
NCI will be to convert a major portion of the company-projected
savings, benefits, synergies, etc. of the merger into actual EBITDA
in a timely fashion.

On the plus side, the merger amplifies the combined companies'
size, scale, and market capitalization; diversifies their end
markets, product lines, and raw materials' purchases; will lead to
at least some cost savings and synergies; will permit some
cross-selling of products; and NCI is capable of generating
positive free cash flow on a sustained basis.

The stable outlook is based on Moody's expectation that NCI will
use some portion of its free cash flow to delever in a timely
fashion. Any departure from this course of action, say, by making
another debt-financed acquisition early on, will pressure the
stable outlook and perhaps the B2 rating.

NCI's liquidity, after all the moving pieces are put into place, is
good. The moving pieces include the following:

1) The pre-merger NCI had a $150 million undrawn ABL due 2023
(unrated), which will be eliminated, and a $415 million Term Loan
due 2025, which will be repaid with proceeds from Ply Gem's $665
million incremental Term Loan Facility;

2) Ply Gem, in its own name initially and then under the NCI name
after the merger closes, has an unrated $396 million ABL facility
due 2023, which will be augmented by an Incremental $215 million
ABL facility (with the same terms and conditions as the original)
when the merger closes, and a $1.755 billion Term Loan B Facility
(rated B2), which will be augmented by the $665 million Incremental
Term Loan B Facility (with the same terms and conditions as the
original) when the merger closes. Ply Gem also has a $115 million
undrawn senior secured cash flow revolver due 2023.

Pro forma cash on hand of $79 million as of July 29, 2018, positive
free cash flow generation, and nothing drawn on the $115 million
cash flow revolver all indicate solid internal and external
liquidity. The Ply Gem ABL facility, initially $360 million but
upsized to $396 million in connection with the Silver Line closing
and to be increased to $615 million when the NCI/Ply Gem merger
closes, had about $130 million outstanding at June 30, 2018. This
facility is also temporarily being used to fund the acquisition of
Silver Line but will be paid back down with proceeds from the
augmented term loan facility. With regard to covenant compliance,
the company has a springing ABL covenant comprising a 1:1 fixed
charge coverage (upon tripping maintenance of a 10% ABL
availability), no covenants under the term loan, and a springing
net leverage ratio of 7.75x upon utilization of 35% ($40.25
million) of the $115 million cash flow revolver. Moody's expects
fairly easy compliance with these covenants over the next 12 to 18
months. Alternate liquidity is limited as all assets are pledged.

The two notch difference between the B2 Corporate Family Rating and
the Caa1 rating on the senior unsecured notes occurs because the
unsecured notes are the most junior piece of debt in a heavily
secured debt capital structure.

NCI is unlikely to be upgraded in the near term because of its
debt-laden balance sheet and integration challenges. Longer term,
an upgrade could be considered if the company were able to
integrate its various pieces smoothly, reduce and maintain its
debt/EBITDA below 5x, raise and maintain its EBITA to interest
comfortably above 2.25x, generate positive and growing GAAP free
cash flow, and maintain good liquidity, while its end markets'
outlooks remain favorable.

Factors that could lead to a downgrade include any departure from a
timely and substantial delevering process, problems in integrating
the various entities, GAAP free cash flow turning negative,
debt/EBITDA remaining elevated at current levels, EBITA to interest
dropping below 1.5x, liquidity weakening, and/or end markets'
outlooks turning negative.

Headquartered in Houston, TX, NCI is one of the country's largest
integrated producers of metal products for the commercial building
industry. Its products include engineered metal building systems,
metal components, metal coils, and insulated metal panels.
Revenues, EBITDA, and net income for the trailing 12-month period
ended July 29, 2018 were $1.9 billion, $202 million, and $53
million, respectively.

Ply Gem, headquartered in Cary, NC, which will become the corporate
headquarters of the combined entity, produces and sells a variety
of exterior building products for single-family and multi-family
homes, with the major products being windows, doors and siding. For
the LTM period ended June 30, 2018, which includes one quarter of
Atrium results, revenues, EBITDA, and net loss were approximately
$2.2 billion, $296 million, and $(45) million, respectively.

Established in 1948, Atrium is a provider of windows and doors to
the new construction and repair and remodel markets. The company
operates a nationwide network of manufacturing facilities and sells
a comprehensive line of products in all 50 states and Canada. For
the LTM period ended March 31, 2018, Atrium generated approximately
$352 million of revenue, $61 million of EBITDA, and $10 million of
net income.

For the LTM period ended July 2018, Silver Line, the vinyl window
and patio door operations of Andersen Corporation, generated a Ply
Gem-estimated $446 million of revenues and $21 million of EBITDA.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


NEOVASC INC: Medical Journal Publishes Article About Tiara
----------------------------------------------------------
An original article was published in Circulation: Cardiovascular
Interventions titled 'Transcatheter Mitral Valve Replacement in
Patients With Previous Aortic Valve Replacement', which reports for
the first time ever the experience of transcatheter mitral valve
replacement ("TMVR") using Neovasc Inc.'s Tiara valve in patients
with previous aortic valve replacement.  The Tiara is a
self-expanding mitral bioprosthesis for transcatheter implantation
in patients with Mitral Regurgitation, one of the most prevalent
valvular heart diseases in western countries.  Tiara is not
currently approved for commercial sale in any geographies.

The article describes the periprocedural and short-term outcomes of
patients with severe MR and previous surgical aortic valve
prosthesis replacement treated with the Tiara.  The article
describes procedural success rate of 100% with no death, myocardial
infarction, stroke, major bleeding, or access site complications at
30 days.  In addition, MR was eliminated in patients immediately
after implantation.  The authors of the article conclude that,
"transapical mitral valve replacement with the Tiara valve in
high-risk patients with severe MR and aortic valve prostheses is
technically feasible and can be performed safely."  The article is
currently available for download at the American Heart Association
Journals website,
https://www.ahajournals.org/doi/10.1161/CIRCINTERVENTIONS.118.006412

The editorial comment titled 'Taking Transcatheter Mitral Valve
Replacement to the Next Level' written by Mayra Guerrero and
Charanjit Rihal concludes that: "The investigators, are taking the
field of TMVR to the next level where both prosthetic aortic valves
and transcatheter mitral prosthesis coexist, and should be
congratulated for their contribution."  The article is currently
available for download at the American Heart Association Journals
website,
https://www.ahajournals.org/doi/10.1161/CIRCINTERVENTIONS.118.007369.

                       About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As of June 30, 2018, Neovasc had
US$23.88 million in total assets, US$28.04 million in total
liabilities and a total deficit of US$4.15 million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said 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.


NEW JERUSALEM TEMPLE: Seeks to Hire RISM as Attorney
----------------------------------------------------
New Jerusalem Temple of Our Lord Jesus Christ, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of
Columbia to employ Jamison Bryant Taylor of RISM, LLC, as attorney
to the Debtor.

New Jerusalem Temple requires RISM, LLC to:

   a. represent the Debtors in all aspects of the reorganization
      proceedings;

   b. provide legal advice associated with the filing of the
      Chapter 11 proceeding; and

   c. prepare and file of a plan of reorganization and
      solicitation and confirmation of the plan pursuant to the
      terms of the Bankruptcy Code.

RISM, LLC, will be paid at the hourly rate of $350.

Prior filing of the bankruptcy case, the Debtor paid RISM, LLC the
amount of $6,417 as retainer.

RISM, LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Jamison Bryant Taylor, partner of RISM, LLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

RISM, LLC can be reached at:

     Jamison Bryant Taylor, Esq.
     RISM LLC
     1218 11th Street NW
     Washington, DC 20001
     Tel: (202) 997-3802
     Fax: (202) 842-3331
     E-mail: jtaylor@rismllc.com

                   About New Jerusalem Temple
                 of Our Lord Jesus Christ, Inc.

New Jerusalem Temple of Our Lord Jesus Christ, Inc., is a religious
organization in Washington, DC.

New Jerusalem Temple of Our Lord Jesus Christ, Inc., based in
Washington, DC, filed a Chapter 11 petition (Bankr. D.D.C. Case No.
18-00587) on Aug. 31, 2018.
In the petition signed by Abraham Mitchum, president-bishop, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  The Hon. Martin S. Teel, Jr., is the case judge.
Jamison Bryant Taylor, Esq., at RISM, LLC serves as bankruptcy
counsel.


NGL ENERGY: Fitch Affirms B LT IDR & Alters Outlook to Stable
-------------------------------------------------------------
Fitch has affirmed NGL Energy Partners LP's (NGL) Long-Term Issuer
Default Rating at 'B' and the senior unsecured rating at 'B'/'RR4'.
The Recovery Rating (RR) of 'RR4' reflects Fitch's expectations of
average recovery prospects in the range of 31% to 50% in the event
of default.

Fitch also affirmed NGL Energy Finance Corp.'s senior unsecured
debt rating at 'B'/'RR4'. NGL Energy Finance Corp. is the co-issuer
for NGL's senior unsecured notes.

The Outlook has been revised to Stable from Negative given the
partnership's plan to delever the balance sheet with proceeds from
the sale of its retail propane business. In July 2018, it closed on
the sale of its remaining retail propane business for approximately
$900 million and the partnership is currently redeeming the $367
million outstanding notes due 2021. NGL's rating remains unchanged
at this time as the partnership has already begun to spend a
significant amount of the propane proceeds on acquisitions in a
short amount of time and in order for an upgrade to occur, Fitch
needs to see the deleveraging plan executed.

NGL's cash flows will continue to benefit from volumes on the Grand
Mesa pipeline that went into service in late 2016. It has long-term
take-or-pay agreements in place with an average maturity of over
seven years as of Nov. 1, 2018. With current crude prices, Fitch is
less concerned with counterparty exposure on the pipeline. However,
should crude prices face weakness, this concern would resurface.

KEY RATING DRIVERS

Significant Asset Sales: In July 2018, NGL sold its remaining
Retail Propane business for $900 million and this sale marked the
partnership's exit from the retail propane business. This
transaction followed the sale of other retail propane assets for
approximately $200 million in March 2018. The partnership also sold
a stake in Sawtooth salt dome storage for $38 million in April
2018. Sawtooth is now a joint venture, and is within three years
from closing, the buyer has options to acquire NGLs' remaining
interest for another $184 million. NGL's 50% stake in Glass
Mountain was sold in December 2017 for $300 million.

Debt Remains High: While NGL has been active with assets sales,
debt reduction had not previously been a priority. For example,
debt was reduced by only $3 million between September 2017 (this
was prior to receiving $300 million of proceeds from the Glass
Mountain stake) and June 2018. NGL has redeemed $367 million 6.875%
senior unsecured notes due 2021 on Oct. 16, 2018.

Spending Continues: NGL has historically been a very active
acquirer of assets. While it has divested of its retail propane
assets for approximately $1.1 billion to reduce debt, it has also
been spending on new assets since then. In the first quarter of
fiscal 2019 it acquired $145 million of assets. Most of the assets
acquired were related to the water solutions business and $19
million was for retail propane (which were assets sold as part of
the retail propane transaction). Additionally, in September 2018
(2QFY19), NGL announced it had acquired ranches in New Mexico for
$93 million. In total, NGL acquired 122,000 acres, which have
locations for more than 20 saltwater disposal wells and annually,
the ranches have 11.6 million barrels of fresh water rights. NGL
estimates that the full year run-rate EBITDA for these assets is
$18 million.

Plans for Growth:  With retail propane divested, NGL now intends to
focus its capital on water solutions and crude oil logistics. For
water solutions, it intends to add 300,000 barrels per day (bpd) by
the end of FY19. At the end of FY18, the partnership was disposing
of 950,000 bpd. In crude logistics, NGL targets 10% annual EBITDA
growth from its current assets through the end of FY21. Fitch notes
that these targets may be overly optimistic and management has a
history of falling short of its goals for growth despite
significant spending.

Proposed Regulations in Colorado: On Nov. 6, 2018, voters in
Colorado will decide on Proposition 112, which looks to increase
the setback of new wells from homes and buildings to 2,500 feet.
Currently, new rigs must be at least 500 feet from homes and 1,000
feet from high occupancy buildings such as schools or hospitals. If
Proposition 112 passes, producers will be very restricted for new
drilling sites, reducing production in the Denver-Jules Basin. This
is the basin where NGL's Grand Mesa pipeline originates and the
potential new regulation would put volumes on the pipeline at risk.


Currently, Grand Mesa is performing above Fitch's prior
expectations, with the pipeline benefiting from increasing
shipments of uncommitted volumes. Grand Mesa has a significant
amount of minimum volumes commitments (MVCs) with an average
weighted contract life of seven years as of Nov. 1, 2018. This
would help protect cash flows for the pipeline, but overall, the
pipeline could see volumes above the MVCs diminish.


DERIVATION SUMMARY

NGL Energy Partners is somewhat unique in Fitch's rated midstream
universe and it does not have any direct peers. Its focus on water
solutions makes it unusual, but its focus on crude logistics,
liquids and refined products is not. It is diversified in a
different way than similarly rated Martin Midstream Partners LP
(MMLP; B). MMLP is focused on a mix of natural gas services, sulfur
services, terminalling and storage and marine transportation. While
NGL is much larger than MMLP, NGL has a history of being an
aggressive acquirer of assets, whereas MMLP has not been as
aggressive.

NGL is rated lower than NuStar Energy Partners LP (NuStar; BB),
which is focused on crude pipelines and storage. Importantly,
NuStar generates more stable operating cash flow and operates in a
much more conservative fashion than NGL. NuStar has also been less
aggressive with acquisitions than NGL.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within the Rating Case for the Issuer

  -- Revenues continue to increase as NGL benefits from higher
volumes associated with stronger crude prices;

  -- Revenues and cash flows also increase given NGL's spending for
growth and acquisitions;

  -- EBITDA in FY19 is close to management's public guidance of
$450 million;

  -- NGL remains committed to deleveraging the balance sheet and
$367 million of senior unsecured notes are redeemed in October
2018;

  -- Fitch's Base Case assumes that Proposition 112 does not pass.

For the Recovery Rating, Fitch utilized a going-concern approach
with a 6.0x EBITDA multiple which is in line with recent
reorganization multiples for the energy sector. There have been
limited bankruptcy and reorganizations within the midstream space
but two recent bankruptcies, Azure Midstream and Southcross Holdco,
had multiples between 5.0x and 7.0x by Fitch's best estimates. In
its recent Bankruptcy Case Study Report "Energy, Power and
Commodities Bankruptcies Enterprise Value and Creditor Recoveries"
published in March 2018, the median enterprise valuation exit
multiple for the 29 energy cases for which this was available was
6.7x, with a wide range.

For the going concern EBITDA, Fitch assumed $350 million in FY2020.
The $350 million reflects a discount to Fitch's Base Case
assumption of EBITDA, which reflects both dispositions as well as
acquisitions and organic growth. In this scenario, Fitch assumed a
default occurred due to lower crude oil and refined product prices,
which would have a direct impact on NGL's profitability. In Fitch's
Stress Case scenario, Fitch assumed NGL had $350 million of EBITDA
in FY2020 and projects leverage to be above the bank definition of
leverage of 6.5x, which would breach its covenant that does not
allow leverage to exceed 6.5x.

Fitch assumed that 75% of the working capital facility was drawn at
its maximum capacity of $1.7 billion (reflecting it's a $1.3
billion facility that can have up to $400 million allocated from
the acquisition facility) and the acquisition facility was fully
utilized at its capacity, which would then be $65 million. With
these assumptions, the recovery rating for the senior unsecured
debt was 'RR4', which represents average recovery prospects in the
range of 31% to 50%. Fitch also ran recovery scenarios with 75% of
the working capital facility drawn at $900 million ($1.3 billion
less $400 million reallocated to the acquisition facility) and the
acquisition facility fully drawn at maximum capacity of $865
million and the recovery rating for the senior unsecured was 'RR5'.
Fitch believes that NGL will continue to have the working capital
facility capacity allocated toward the high end, particularly in
the event of default. Therefore, the first recovery scenario
described remains the Fitch recovery case with an outcome of 'RR4'
for the senior unsecured debt.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  -- The rating may be upgraded if NGL can achieve leverage below
6x on a sustained basis;

  -- Evidence of improved capital discipline.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  -- Leverage above 6.5x on a sustained basis, or evidence that
management is not prudent with capital;

  -- Inability for NGL to reach its public guidance of EBITDA of
$450 million in FY19;

  -- Significant capital spending or acquisition activity financed
in a manner that is detrimental to the credit profile (e.g., if not
funded with a balance of debt and equity);

  -- Negative regulatory or legislative action that cause
volumetric declines and reduces profitability lower and leverage
higher on a sustained basis;

  -- Reduced liquidity.

LIQUIDITY

Improved Liquidity Expected: As of June 30, 2018, NGL had $14
million of cash on the balance sheet. It also had a $1.765 billion
secured bank facility composed of a $1 billion working capital
facility, which is restricted by a borrowing base, and a $765
million acquisition facility. NGL can reallocate up to $400 million
of either facility to the other facility. As of June 30, 2018, NGL
had allocated $1.3 billion to the working capital facility and $465
million to the acquisition facility. In total, NGL had borrowings
of $1.3 billion on the bank facility (plus $128 million of letters
of credit). The bank facility expires in October 2021.

The bank agreement was modified in May 2018 to provide a temporary
relief for the interest coverage ratio for March 31, 2018. It also
added a covenant such that if bank defined leverage exceeds 4.0x on
Sept. 30, 2018, its expansion capital facility will be permanently
reduced by $100 million. A total leverage covenant was also added.
Beginning with the quarter ending March 31, 2019, total leverage,
which includes debt from the working capital facility, cannot
exceed 6.5x.

In addition to the bank agreement having borrowing base
restrictions on the working capital revolver, financial covenants
do not allow leverage -- as defined by the bank agreement -- to
exceed 4.75x at quarter end through Dec. 31, 2018. Thereafter, it
cannot exceed 4.5x. The interest coverage ratio must be at least
2.75x. The bank agreement has an additional financial covenant that
does not allow the senior secured leverage ratio to exceed 3.5x.

The bank definition of debt excludes the working capital borrowings
and letters of credit for the leverage calculation. Working capital
borrowings are significant and were $1,060 million as of June 30,
2018. On the same date, letters of credit were $128 million. NGL
gets pro-forma EBITDA credit for acquisitions and material
projects. Pro-forma EBITDA credit for material projects or
acquisitions is typical for master limited partnership (MLP) bank
agreements.

NGL does not have any significant debt maturities until July 15,
2019, when $353 million of senior unsecured notes come due.

On April 21, 2019, NGL's $240 million of 10.75% convertible
preferreds issued to OakTree Capital Management L.P. can be
converted to common units (the third anniversary since the
securities were issued). There were nearly 20 million units issued
and 4.4 million warrants. Currently, 1.5 million warrants are
outstanding and expire in 2024. NGL repurchased $15 million of the
warrants in April 2018.

With the proceeds from the retail propane business in July 2018,
NGL paid down revolver borrowings and it is also redeemed the $367
million of 6.875% notes due 2021 at 101.719%.

Senior secured notes were repurchased in June 2017 and December
2017. This reduced NGL's senior secured debt leaving only the
secured bank facility as secured debt.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following:

NGL Energy Partners LP

  - Long-Term IDR at 'B';

  - Senior unsecured at 'B'/'RR4'.

NGL Energy Finance Corp.

  - Senior unsecured at 'B'/'RR4'.

The Outlook has been revised to Stable from Negative.


NOBLE GROUP: Chapter 15 Case Summary
------------------------------------
Chapter 15 Debtor: Noble Group Limited
                   Clarendon House, Church Street
                   Hamilton HM 11
                   Bermuda

Business Description: Noble Group -- http://www.thisisnoble.com--

                      manages a portfolio of global supply chain
                      across a range of industrial and energy
                      products.  The Company markets, processes,
                      finances, and transports key commodities,
                      connecting low-cost producing regions with
                      high-demand growth markets.

Foreign Proceeding
in Which Appointment
of the Foreign
Representative
Occurred:             Proceeding before the High Court of
                      Justice of England and Wales

Chapter 15 Petition Date: October 17, 2018

Court: United States Bankruptcy Court
       Southern District of New York  
       (Manhattan)

Chapter 15 Case No.: 18-13133

Judge: Hon. Stuart M. Bernstein

Chapter 15 Petitioner: Paul J. Brough
                       11th Floor, 33 Cavendish Square
                       Marylebone, London, W1 G 0PW
                       United Kingdom

Chapter 15
Petitioner's
Counsel:      James H.M. Sprayregen, P.C.
              Marc Kieselstein, P.C.
              KIRKLAND & ELLIS LLP
              KIRKLAND & ELLIS INTERNATIONAL LLP
              601 Lexington Avenue
              New York, New York 10022
              Tel: (212) 446-4800
              Fax: (212) 446-4900
              E-mail: mkieselstein@kirkland.com
                      marc.kieselstein@kirkland.com
                      james.sprayregen@kirkland.com

                     - and -

              Adam C. Paul, P.C.
              Catherine Jun, Esq.
              Gerardo Mijares-Shafai, Esq.
              KIRKLAND & ELLIS LLP
              KIRKLAND & ELLIS INTERNATIONAL LLP
              300 North LaSalle Street
              Chicago, Illinois 60654
              Tel: (312) 862-2000
              Fax: (312) 862-2200
              E-mail: adam.paul@kirkland.com
                      catherine.jun@kirkland.com
                      gerardo.mijaresshafai@kirkland.com

Estimated Assets: Unknown

Estimated Debts: Unknown

A full-text copy of the Chapter 15 petition is available for free
at:

           http://bankrupt.com/misc/nysb18-13133.pdf


NOBLE GROUP: Seeks U.S. Recognition of $3.5-Bil. Restructuring
--------------------------------------------------------------
Commodities trader Noble Group Ltd. filed a Chapter 15 bankruptcy
petition in New York to seek U.S. recognition of its $3.5 billion
debt restructuring plan that's being worked out in other
jurisdictions.

Noble Group's business operations have two primary segments:

   (a) Energy Business.  The Energy Business transacts in two
groups of energy commodities: energy coal and liquefied natural gas
("LNG").  The energy coal business primarily deals with physical
thermal coal sourced predominantly from Indonesia and Australia
based on long-term coal offtake and marketing contracts.  Such coal
is usually sold to end-user coal-fired power plants located
throughout Asia.  Noble Group's LNG franchise focuses on trading
and providing supply chain and risk management services in seaborne
LNG, while building out its portfolio of existing relationships
with Asian energy customers and developing longer term contracts in
the emerging markets.

(b) Metals, Minerals, and Ores (the "MMO Business").  The MMO
Business transacts in two groups of industrial products:
non-ferrous metals and carbon steel materials.  Noble Group is a
leading participant in the non-ferrous metals market, sourcing from
producers worldwide through long and short-term offtake agreements
and marketing arrangements, then distributing these products to
industrial consumers.  Furthermore, Noble Group's carbon steel
materials business provides raw materials to the steel
manufacturing industry; particularly iron ore, chrome ore and
concentrate, manganese ore, metallurgical coal, and metallurgical
coke.  The MMO business also includes Noble Group's freight
business.

As of June 30, 2018, Noble had $3.85 billion in funded
indebtedness.  As of the Petition Date, this consists of:

   * $2.306 billion in principal amount of indebtedness due under
the Existing Notes;

   * $1.143 billion in principal amount of indebtedness under the
Existing RCF Loans; and

   * $400 million in principal amount of perpetual capital
securities.

              Events Leading Up to the Restructuring

From 2014 through early 2017, Noble Group faced an industry-wide
fall in commodity prices and a corresponding reduction in the
availability of bank and other financing sources as lenders reduced
their exposure to the sector.  In addition to reduced access to
financing,  Noble Group suffered downgrades from credit rating
agencies and a resulting increased cost of financing of its
physical commodities trading.

For the financial years ended Dec. 31, 2013, 2014, 2015, and 2016,
Noble Group had reported declining earnings of profit/(loss) for
the respective financial years of $238.5 million, $132.5 million,
$(1.7) billion and $8.1 million.  In particular, in 2015, Noble
Group reported a net loss of $1.7 billion, including non-cash asset
impairments and write-downs in the accounting value of its
long-term physical commodity contracts.  In early 2016, Noble Group
lost its investment grade credit rating, causing Noble Group's
financing arrangements to become increasingly more restrictive, via
additional financial covenants and higher costs.  In the first
quarter of 2017, Noble Group reported a $129.5 million loss.

In response to its challenges, Noble commenced a strategic review
in May 2017 and retained Kirkland & Ellis LLP and Moelis & Company
to provide restructuring advice and engage in negotiations with its
lenders.

Noble also engaged Moelis and Morgan Stanley to assist with
reviewing various strategic alternatives.  Noble further engaged
PJT Partners (UK) Limited and Comprador Limited as financial
advisors in connection with the proposed Restructuring.

Noble took steps to sell its North American gas and power business
and global oil liquids business, which together were expected to
generate significant cash proceeds and allow Noble Group to retire
certain secured borrowing base revolving credit facilities.  The
sale of its North American gas and power business and its global
oil liquids business was announced in July 2017 and October 2017,
respectively.

In spite of the sales, Noble Group's operations continued to
deteriorate, with Noble Group reporting a total net loss of $4.9
billion for the year ended Dec. 31, 2017.

The loss included further write-downs in the accounting value of
Noble Group's long-term physical commodity contracts -- reflecting
reserves and valuation adjustments to account for increased risks
relating to Noble Group's operating environment, trading terms, and
current access to financing.

In anticipation of these losses, the Debtor commenced discussions
in October 2017 with members of Noble's creditor groups who had
formed into an ad hoc group of Existing Senior Creditors for the
purpose of formulating and negotiating restructuring proposals with
Noble.

                  Agreement With Stakeholders

An in-principle agreement with the Ad Hoc Group was announced on
January 29, 2018 to restructure the Existing Senior Claims (the
"Initial Proposal").

On Feb. 19, 2018, Noble announced that further to the Initial
Proposal, it had reached an in-principle agreement with the Ad Hoc
Group and ING Bank N.V. (as a fronting bank, "ING") for the
provision of a three-year committed $700 million trade finance
facility to be made available to New Noble in the event that the
Restructuring is successful.

On March 14, 2018, Noble announced that it had entered into the
Restructuring Support Agreement ("RSA") with both the Ad Hoc Group
and Deutsche Bank AG ("DB"), which was one of the Fronting Banks,
Existing Trade Finance Providers, and Existing Senior Creditors in
connection with the proposed Restructuring. On March 27, 2018, ING,
as one of the Fronting Banks, Existing Trade Finance Providers, and
Existing Senior Creditors, acceded to the RSA.

On April 16, 2018, Noble announced that Existing Senior Creditors
representing over 83 percent of the Existing Senior Claims had
acceded to the RSA. Among other things, the RSA, which is governed
by English law, provides for a moratorium on all enforcement action
by acceding creditors against Noble.  The  RSA was subsequently
amended on Sept. 28, 2018 to extend the
moratorium to Nov. 27, 2018.  As of the Petition Date,
approximately 88 percent of the holders of Existing Senior Debt
Instruments have acceded to the RSA in support of the
Restructuring.  In addition, the Restructuring has been approved by
99.96 percent of Noble's shareholders, as formally recognized by a
vote of the shareholders on August 27, 2018.

In addition to approving the Restructuring, the independent
shareholders agreed to waive their rights, under Singapore law, to
receive a mandatory general offer from the Senior Creditor SPV (the
"Whitewash Waiver"), which is necessary because: (a) the
Restructuring calls for the  transfer of substantially all of
Noble's assets to New Noble and transfer of the listing status from
Noble to New Noble; and (b) as a result of the Restructuring,
Senior Creditor SPV shall hold 70% of the shares in New Noble.
Importantly, the Securities Industry Council in Singapore (the
"SIC") made its approval of the Whitewash Waiver conditional upon
Noble completing the Restructuring by Nov. 27,
2018.

                        About Noble Group

Noble Group has been in operation since 1986 and, today, is one of
the world's largest commodity traders by volume.  Noble maintains
its corporate office in London, England, and is listed on the
Singapore Exchange Limited (SGX: CGP).  Though its registered
office is located in Bermuda, Noble engages in no activities or
operations there.

Noble Group Limited functions as the ultimate holding company of
Noble Group, holding shares in a number of intermediate holding
companies incorporated in several jurisdictions including Bermuda,
the British Virgin Islands, Singapore, and Hong Kong, which in turn
own shares in additional holding companies and operating companies
in various jurisdictions.

In March 2018, Noble reached terms of a restructuring plan that
will hand over a bulk or 70 per cent of the equity to senior
creditors, 10 per cent to management and the rest to existing
shareholders.  In August, 99.96 percent of shareholders approved
the plan, and as of October 2018, 88% of the holders of existing
senior debt instruments have acceded to the RSA.

To effectuate the restructuring, the restructuring support
agreement contemplates two inter-conditional schemes of arrangement
under section 99 of the Companies Act 1981 of Bermuda (the
"Bermudan Scheme") and Part 26 of the Companies Act 2006 of England
and Wales.  The English Scheme will be the primary proceeding to
restructure Noble's funded debt.

On Sept. 21, 2018, Noble notified its creditors of its intention to
propose the English Scheme.  The English Court will conduct the
English Scheme Sanction Hearing on Nov. 12, 2018 to consider
approving the English Scheme.

Noble has obtained an order from the Supreme Court of Bermuda,
pursuant to section 99 of the Companies Act 1981 of Bermuda
granting leave to convene meetings of creditors to consider and
approve a Bermudan scheme of arrangement for Noble.

Noble Group on Oct. 17, 2018, filed a Chapter 15 bankruptcy
petition in New York to seek U.S. recognition of its restructuring
(Bankr S.D.N.Y. Case No. 18-13133).  Kirkland & Ellis LLP serves as
U.S. counsel.



NOBLE GROUP: Terms of Proposed Financial Restructuring
------------------------------------------------------
Commodities trader Noble Group Ltd. says its proposed restructuring
has the support of 88 percent of the holders of existing senior
debt instruments and 99.96 percent of shareholders.

As provided in the restructuring support agreement, Noble has
agreed to pursue two inter-conditional schemes of arrangement under
section 99 of the Companies Act 1981 of Bermuda and Part 26 of the
Companies Act 2006 of England and Wales to seek approval of a
restructuring that calls for:

   a. the transfer of substantially all of Noble's assets to newly
incorporated subsidiaries of a new Bermuda holding company, Noble
Group Holdings Limited ("New Noble").

   b. the separation of New Noble's assets into two silos. The
Trading Co Group will operate New Noble's core businesses,
consisting of hard commodities, freight, and LNG businesses located
primarily in the Asia-Pacific region, while the Asset Co Group will
hold New Noble's interests in Harbour Energy, Jamalco, Noble
Plantations, and certain vessels.

   c. the provision of new trade finance and hedging facilities to
the subsidiaries of New Noble in an amount of $800 million, being
the aggregate of sums advanced under the terms of the New Trade
Finance Facility and the New Hedging Support Facility (which
together make up the New Money Debt) and the Increase Trade Finance
Facility.

   d. the release by Scheme Creditors of their Scheme Claims in
return for an entitlement to be issued with a combination of, (i)
various new debt instruments and (ii) equity in a
newly-incorporated company (the "Senior Creditor SPV").

   e. the offer of an exchange solicitation to the Existing
Perpetual Capital Securities Holders, which will give all such
holders the right to transfer their securities for a pro rata share
of $25 million of perpetual capital securities to be issued by New
Noble, provided that the Existing Perpetual Capital Securities
Holders have passed an extraordinary resolution with a requisite
majority of not less than 75 percent of votes cast at a duly
convened meeting

                          Scheme Claims

To effectuate the Restructuring with respect to the Scheme Claims,
the RSA contemplates two inter-conditional schemes of arrangement
under section 99 of the Companies Act 1981 of Bermuda (the
"Bermudan Scheme") and Part 26 of the Companies Act 2006 of England
and Wales (the "English Scheme"), with the English Scheme as the
primary proceeding to restructure Noble's funded debt.

The Schemes contemplate compromise of the claims (the "Scheme
Claims") held by two classes of Scheme Creditors.  The first class
comprises holders of the following financial indebtedness:

   * the 2018 Notes, which are governed by English law, issued by
Noble, and constituted pursuant to the Existing 2018 Notes Trust
Deed, and of which $379,000,000 in aggregate principal amount was
outstanding as of Sept. 21, 2018;

   * the 2020 Notes, which are governed by New York law, issued by
Noble, and constituted pursuant to the Existing 2020 Notes
Indenture, and of which $1,176,920,000 in aggregate principal
amount was outstanding as of Sept. 21, 2018;

   * the 2022  Notes, which are governed by English law, issued by
Noble, and constituted pursuant to the Existing 2022 Notes Trust
Deed, and of which $750,000,000 in aggregate principal  amount is
outstanding  as  of  Sept. 21, 2018; and

   * the Existing RCF Loans under the $2,294,600,000 revolving
credit facility agreement, governed under English law, dated May
18, 2015, between, among others, Noble as borrower, the Existing
RCF Lenders, and Madison Pacific Trust Limited as agent and
swing-line agent, as amended pursuant to amendment letters dated
Aug. 2, 2017 and Dec. 19, 2017, and as further supplemented,
amended and restated from time to time.

In addition, the first class of Scheme Creditor  includes any
persons whatsoever that hold any Claim other than a claim in
respect of the Existing Senior Debt Instruments or an Excluded
Claim (the " Other Scheme Claims").

The second class under the Scheme is composed of DB with respect to
the DB Excluded Claim and the DB Surplus Claim.

All Scheme Creditors (except for DB with respect to the DB Excluded
Claim) will be entitled to receive a pro rata share of new trade
finance and hedging facilities to be issued by certain subsidiaries
of New Noble and equity in New Noble (held via the Senior Creditor
SPV), as follows:

    * Priority Debt Exchange: For each $1,000 of qualifying Scheme
Claims held by a Participating Creditor (i.e., a Scheme Creditor
that agrees to risk participate in a new first lien trade finance
facility (the "New Trade Finance Facility")), such Participating
Creditor shall be entitled to $1,000 of Tranche B New Asset Co
Bonds or New Trading Co Bonds, as applicable, in a particular
ratio, provided, however, that if the aggregate of such accepted
Scheme Claims exceeds the specified cap, then a pro rata
allocation.

    * Further Debt Exchange: Following the Priority Debt Exchange,
each qualifying Scheme Creditor shall be entitled to an amount of
New Trading Hold Co Bonds (i.e., notes to be issued by a
newly-created holding company within the Trading Co Group).

    * Debt for Equity Swap: Following the Further Debt Exchange,
each qualifying Scheme Creditor shall be entitled to a pro rata
share of stock in the Senior Creditor SPV, which, in turn, will own
approximately 70 percent of the equity in New Noble.

With respect to the DB Excluded Claim, DB will be the sole
recipient of certain priority bonds to be issued by the primary
operating company within the Asset Co Group.  This different
treatment of the DB Excluded Claim arises as a result of DB's
continued trade finance support leading up to the Restructuring,
without which Noble could not function.

ING, also a trade financier, will receive certain priority bonds as
part of the Restructuring pursuant to a separate agreement outside
of the Schemes.

The Schemes also provide releases to those parties essential to the
implementation of the RSA and the Restructuring. Specifically, as
of the Restructuring Effective Date, each Scheme Creditor (i)
waives, releases, and discharges each and every claim which it ever
had, may have or hereafter can, shall or may have against the
Released Parties for any Liability in respect of the preparation,
negotiation, sanctioning or implementation of this Scheme and/or
the Restructuring; and (ii) agrees not to commence or continue, or
instruct, direct or authorize any other person to commence or
continue, any Prohibited Proceedings in respect of or arising from
any Scheme Claims or any Liability in respect of: (a) the
preparation, negotiation and sanctioning of the English Scheme, the
Restructuring and the Restructuring Documents; and (b) the
execution of the Restructuring Documents and the carrying out of
the steps and transactions contemplated therein in accordance with
their terms.

The releases are an integral part of the Schemes and the broader
restructuring

                        About Noble Group

Noble Group has been in operation since 1986 and, today, is one of
the world's largest commodity traders by volume.  Noble maintains
its corporate office in London, England, and is listed on the
Singapore Exchange Limited (SGX: CGP).  Though its registered
office is located in Bermuda, Noble engages in no activities or
operations there.

Noble Group Limited functions as the ultimate holding company of
Noble Group, holding shares in a number of intermediate holding
companies incorporated in several jurisdictions including Bermuda,
the British Virgin Islands, Singapore, and Hong Kong, which in turn
own shares in additional holding companies and operating companies
in various jurisdictions.

In March 2018, Noble reached terms of a restructuring plan that
will hand over a bulk or 70 per cent of the equity to senior
creditors, 10 per cent to management and the rest to existing
shareholders.  In August, 99.96 percent of shareholders approved
the plan, and as of October 2018, 88% of the holders of existing
senior debt instruments have acceded to the RSA.

To effectuate the restructuring, the restructuring support
agreement contemplates two inter-conditional schemes of arrangement
under section 99 of the Companies Act 1981 of Bermuda (the
"Bermudan Scheme") and Part 26 of the Companies Act 2006 of England
and Wales.  The English Scheme will be the primary proceeding to
restructure Noble's funded debt.

On Sept. 21, 2018, Noble notified its creditors of its intention to
propose the English Scheme. The English Court will conduct the
English Scheme Sanction Hearing on Nov. 12, 2018 to consider
approving the English Scheme.

Noble has obtained an order from the Supreme Court of Bermuda,
pursuant to section 99 of the Companies Act 1981 of Bermuda
granting leave to convene meetings of the Scheme Creditors of
Bermuda to consider and approve a Bermudan scheme of arrangement
for Noble.

Noble Group on Oct. 17, 2018, filed a Chapter 15 bankruptcy
petition in New York to seek U.S. recognition of its restructuring
(Bankr S.D.N.Y. Case No. 18-13133).  Kirkland & Ellis LLP serves as
U.S. counsel.



NRG REMA: Files for Chapter 11 With Prepackaged Plan
----------------------------------------------------
Affiliates of GenOn Energy, Inc., identified as the REMA Debtors,
namely, NRG REMA LLC, GenOn REMA Services, Inc., GenOn Northeast
Management Company, and NRG Clearfield Pipeline Company LLC,
commenced Chapter 11 cases (Bankr. S.D. Tex. Case Nos. 18-35808 to
18-35811) immediately after soliciting votes on a prepackaged
Chapter 11 plan of reorganization.

On Oct. 11, 2018, the REMA Debtors launched a solicitation of the
proposed Prepackaged Plan.  The voting deadline for the Plan was
Oct. 12, 2018.

Pursuant to the Restructuring Support Agreements, the Plan is
currently supported by the REMA Debtors, the independent directors
of GenOn (advised by independent advisors), the independent
directors of REMA (advised by independent advisors), more than 90%
of the PTC Holders, PSEG, and the GenOn Steering Committee.

Other than those classes whose treatment was consensually
negotiated in the Restructuring Support Agreements, all other
creditors are unimpaired.

REMA is a power company with a focus on wholesale power generation
activities in the Mid-Atlantic region of the United States. REMA
maintains approximately 15 power generation assets and conducts
operations in Pennsylvania and New Jersey.  Like GenOn, REMA trades
energy, capacity, and related products, and transacts and trades
fuel and transportation services to support and supplement their
wholesale power generation activities.

On Aug. 24, 2000, Reliant Energy Mid-Atlantic Power Holdings, LLC,
a predecessor to REMA, entered into three separate
sale-and-leaseback transactions pertaining to the following
interests in power plants located in Pennsylvania:

     (a) a 16.45% interest in the Keystone power generation station
(the "Keystone Plant");

     (b) 16.67% interest in the Conemaugh power generation station
(the "Conemaugh Plant"); and

     (c) a 100% interest in the Shawville power generation station
(the "Shawville Plant" and, together with the Keystone Plant and
the Conemaugh Plant, the "Leased Assets").

In addition, the REMA Debtors own approximately 12 other non-leased
power plants throughout Pennsylvania and New Jersey.

The Debtors are units of GenOn Energy, which, along with certain
subsidiaries, on June 14, 2017, commenced chapter 11 proceedings in
the United States Bankruptcy Court for the Southern District of
Texas with overwhelming support from their key stakeholders.

                          The Plan

Shortly after the commencement of solicitation, pursuant to the
Restructuring Support Agreements, the REMA Debtors commenced
chapter 11 cases in the Bankruptcy Court. The restructuring support
agreements are supported by the REMA Debtors' current equity
holder, GenOn, PSEG, more than 90% of the PTC Holders, and the
GenOn Steering Committee.  The Plan contemplates that the REMA
Debtors will pay all Holders of Allowed General Unsecured Claims in
full.  Through the restructuring, the REMA Debtors will eliminate
approximately $374.2 million of future obligations relating to the
Keystone Facility Lease and Conemaugh Facility Lease.  

Through the Plan, the REMA Debtors will, among other things: (a)
implement a global resolution of the REMA Debtors' debt obligations
under the Leased Assets; (b) eliminate approximately $374.2 million
of lease obligations relating to the Keystone Facility Lease and
Conemaugh Facility Lease; (c) pay cash to Holders of Allowed PSEG
Claims and Allowed Key/Con Rejection Damages Claims at a fixed
settlement amount; and (d) pay Holders of General Unsecured Claims
in full.

Based on the milestones contained in the Restructuring Support
Agreements, the REMA Debtors intend to move expeditiously through
chapter 11.

A copy of the explanatory Disclosure Statement is available at:

     http://bankrupt.com/misc/txsb18-35808_NRG_Rema_DS.pdf

                    About REMA Debtors

NRG REMA LLC is a power company with a focus on wholesale power
generation activities in the Mid-Atlantic region of the United
States. REMA maintains approximately 15 power generation assets and
conducts operations in Pennsylvania and New Jersey.  Like GenOn,
REMA trades energy, capacity, and related products, and transacts
and trades fuel and transportation services to support and
supplement their wholesale power generation activities.

The parent of REMA is GenOn Energy, Inc., a wholesale power
generation corporation with 15,394 megawatts in generating
capacity, operating operate 32 power plants in eight states. GenOn
is subsidiary of NRG Energy Inc., which is a competitive power
company that produces, sells and delivers energy and energy
services, primarily in major competitive power markets in the U.S.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead
Case No. 17-33695) on June 14, 2017, to implement a restructuring
plan negotiated with stakeholders prepetition.

Affiliates of GenOn Energy, Inc., namely, NRG REMA LLC, GenOn REMA
Services, Inc., GenOn Northeast Management Company, and NRG
Clearfield Pipeline Company LLC commenced Chapter 11 cases (Bankr.
S.D. Tex. Case Nos. 18-35808 to 18-35811) immediately after
soliciting votes on a prepackaged Chapter 11 plan of
reorganization.

Affiliates of GenOn Energy, Inc., namely, NRG REMA LLC, GenOn REMA
Services, Inc., GenOn Northeast Management Company, and NRG
Clearfield Pipeline Company LLC commenced Chapter 11 cases (Bankr.
S.D. Tex. Case Nos. 18-35808 to 18-35811) immediately after
soliciting votes on a prepackaged Chapter 11 plan of
reorganization.

The Hon. David R. Jones is the case judge.

The REMA Debtors tapped ZACK A. CLEMENT PLLC and KIRKLAND & ELLIS
LLP as counsel; ROTHSCHILD INC. as investment banker; ALVAREZ &
MARSAL NORTH AMERICA, LLC as restructuring advisor; and EPIQ
BANKRUPTCY SOLUTIONS, LLC, as claims and balloting agent.

Counsel to the Governance Committee of the Board of Directors is
AKIN GUMP STRAUSS HAUER & FELD LLP

Counsel to the Consenting PTC Holders is PAUL, WEISS, RIFKIND,
GARRISON & WHARTON LLP.

Counsel to the  Lease Indenture Trustees and Pass Through Trustee
is HOGAN LOVELLS US LLP.



ONE AVIATION: Taps Epiq as Claims and Noticing Agent
----------------------------------------------------
ONE Aviation Corporation received approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Epiq Corporate
Restructuring, LLC, as its claims and noticing agent.

The firm will oversee the distribution of notices and the
maintenance, processing and docketing of claims filed in the
Chapter 11 cases of ONE Aviation and its affiliated debtors.

The hourly rates charged by the firm for claims administration
are:

     Clerical/Administrative Support       $25 to $45  
     IT/Programming                        $65 to $85
     Case Managers                         $70 to $165
     Consultants/Directors/VP             $160 to $190
     Solicitation Consultant                  $190
     Executive VP, Solicitation               $215
     Executives                            No Charge

The Debtors paid Epiq a retainer of $15,000 prior to the Petition
Date.

Kathryn Tran, senior consultant at Epiq, disclosed in a court
filing that her firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

Epiq can be reached through:

     Kathryn Tran
     Epiq Bankruptcy Solutions, LLC
     777 Third Avenue, Twelfth Floor,
     New York, NY 10017
     Phone: (646) 282-2523

                  About ONE Aviation Corporation

Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation
-- http://www.oneaviation.aero-- and its subsidiaries are original
equipment manufacturers of twin-engine light jet aircraft.
Primarily serving the owner/operator, corporate, and aircraft
charter markets, the Debtors are on the forefront of private
aviation technology.  

ONE Aviation provide maintenance and upgrade services for their
existing fleet of aircraft through two company-owned Platinum
Service Centers in Albuquerque, New Mexico and Aurora, Illinois,
five licensed, global Gold Service Centers in locations including
San Diego, California, Boca Raton, Florida, Friedrichshafen,
Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a
research and development center located in Superior, Wisconsin.
They currently employ 64 individuals.

ONE Aviation Corporation and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-12309) on Oct. 9, 2018.  In the petitions signed by CEO Alan
Klapmeier, the Debtors estimated assets of $10 million to $50
million and liabilities of $100 million to $500 million.  

The Debtors tapped Paul Hastings LLP as their bankruptcy counsel;
Young Conaway Stargatt & Taylor, LLP as local counsel; Ernst &
Young LLP as financial advisor; Duff & Phelps Securities, LLC as
investment banker; and Epiq Corporate Restructuring, LLC as its
claims and noticing agent.


PARKLAND FUEL: DBRS Confirms BB Issuer Rating, Trend Stable
-----------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes
rating of Parkland Fuel Corporation at BB with Stable trends. The
recovery rating on Parkland's Senior Unsecured Notes remains at
RR4. The confirmation follows Parkland's announcement that it has
agreed to acquire Sol Investments Limited (SOL), a wholly owned
subsidiary of SOL Limited (the Acquisition). The Acquisition is
subject to customary third-party consent and regulatory approvals
and is expected to close in late Q4 2018.

Parkland will acquire 75% of SOL's shares for a total consideration
of USD 1.21 billion (approximately $1.57 billion) while SOL Limited
will acquire 12.16 million Parkland shares and will retain 25% of
SOL's shares. Upon close of the Acquisition, SOL Limited will own
approximately 9.9% of Parkland's shares. Also as part of the
Acquisition, Parkland and SOL Limited will enter into an agreement
that grants a call right for Parkland and put right for SOL
Limited, pursuant to which Parkland may elect to acquire or SOL
Limited may elect to sell the remaining 25% portion of SOL's shares
for a predetermined EBITDA multiple of 8.5 times (x) based on the
then-current audited financial statements. The call/put rights will
be exercisable by either party for a period of 90 days following
the release of Parkland's audited financial statements for the
fiscal year ended December 31, 2020 (or December 31, 2021, if the
Acquisition does not close on or before December 31, 2018). The
call/put right will be exercisable annually thereafter by either
party for a period of 90 days following the release of Parkland's
audited annual financial statements.

SOL is a privately held company owned by the Simpson family and is
the largest integrated fuel marketer and convenience-store operator
across 23 countries in the Caribbean with more than 4.8 billion
liters of annual volume and approximately $280 million in EBITDA
(as adjusted by the Company and excluding expected synergies).
Parkland expects to achieve synergies of approximately 20% of SOL's
EBITDA over the next three years. SOL's assets include:

-- 526 retail stations (197 Shell branded, 163 Esso branded and 93
SOL branded);

-- 32 import terminals, seven pipelines, three marine berths and
ten charter ships; and

-- 29% ownership stake in the entity that owns and operates the
SARA refinery located in Martinique with a capacity of 16,000
thousand barrels per day.

Parkland intends to finance the Acquisition with a combination of
debt and equity as follows:

-- Approximately $470 million of senior bank debt, a USD 250
million (approximately $325 million) term loan and a bridge term
facility of $300 million. Parkland expects to replace the term
facility with alternative longer-term debt, which DBRS believes
will be senior unsecured notes, prior to the Acquisition's
closing.

-- Approximately $518 million of equity financing through SOL
Limited's investment in Parkland. After closing, SOL Limited will
own approximately 9.9% of Parkland's shares.

The Acquisition is expected to further increase Parkland's scale by
adding approximately 3.6 billion liters of annual fuel volume (on a
75% pro-rata basis, increasing Parkland's pro-forma fuel volume to
approximately 21 billion liters annually) and adding approximately
$210 million of EBITDA (on a 75% pro-rata basis, increasing
Parkland's normalized annual pro-forma EBITDA to over $1.0
billion). DBRS believes that the Acquisition will also benefit
Parkland's geographic diversification, increasing the Company's
retail and wholesale presence into 23 Caribbean countries and
decreasing the portion of Parkland's EBITDA from Canada to below
80% from almost 100%. While DBRS recognizes the Acquisition's
benefits for Parkland's overall business risk profile, DBRS also
recognizes the increased environmental, political and economic
risks associated with the Caribbean. Nevertheless, DBRS believes
that, overall, the Acquisition has a modestly positive effect on
the Company's business risk profile.

In terms of financial profile, the Acquisition will significantly
increase Parkland's balance-sheet debt by approximately $1.1
billion at the end of 2018. As such, the Company's pro-forma
lease-adjusted debt-to-EBITDAR will rise to approximately 3.70x at
the end of 2018. That said, key credit metrics should improve by
the end of 2019 to levels considered to be more than acceptable for
the current BB rating (i.e., lease-adjusted debt-to-EBITDAR
decreasing to below 3.50x and lease-adjusted EBITDA coverage above
5.0x), driven primarily by debt repayments. If Parkland (1)
successfully integrates the Acquisition, (2) effectively operates
in the new geographic region and (3) maintains strong credit
metrics (i.e., lease-adjusted debt-to-EBITDAR below 3.75x,
lease-adjusted EBITDA coverage above 4.5x and positive free cash
flow after the gross dividend), a positive rating action could
result within six to 12 months following the closing of the
Acquisition. Conversely, although unlikely, if key credit metrics
weaken (i.e., lease-adjusted debt-to-EBITDAR above 4.25x) for an
extended period because of weaker-than-expected operating
performance or more aggressive-than-expected financial management
(i.e., additional debt-financed acquisitions and/or increasing
shareholder returns), the Company's ratings could be pressured.

While DBRS expects Parkland to acquire the remaining 25% of SOL at
the earliest possible opportunity at the predetermined EBITDA
multiple of 8.5x, by that time, DBRS believes that the Company will
have repaid sufficient debt, such that credit metrics should remain
more than acceptable for the current rating (i.e., lease-adjusted
debt-to-EBITDAR below 3.75x and lease-adjusted EBITDA coverage
above 4.5x).

The recovery rating on Parkland's Senior Unsecured Notes remains at
RR4, albeit at the weaker end of the recovery range, considering
DBRS's expectation that the Company will issue new senior unsecured
notes and upsize its secured revolving credit facility to a maximum
of $1.4 billion. If the limit on Parkland's new upsized secured
revolving credit facility is higher than DBRS expects, the recovery
rating and therefore the rating on Parkland's Senior Unsecured
Notes could be negatively affected.

Parkland's ratings continue to be driven by its strong position as
Canada's largest independent marketer and distributor of fuel as
well as its efficient operations, diversified customer and supplier
base, geographic diversification and the sector's relatively high
barriers to entry. The ratings also reflect the industry's
competitive nature, exposure to economic cycles and volatility in
refiner margins as well as risks associated with environmental
liability and growth, primarily through acquisitions.


PLY GEM: Moody's Confirms CFR to B2 Amid NCI Building Merger
------------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of NCI
Building Systems, Inc. to B2 from Ba3 and has taken these ratings
off review for downgrade where they were placed on July 18, 2018.
In the same rating action, Moody's assigned a B2 to Ply Gem Midco,
Inc.'s proposed $665 million incremental first lien term loan
facility due 2025, confirmed all ratings of Ply Gem, including its
B2 Corporate Family Rating, and has taken the company's ratings off
review for upgrade. These actions represent the conclusion of the
reviews that were prompted by the announcement of the proposed
merger between NCI and Ply Gem.

The following rating actions were taken:

Issuer: NCI Building Systems, Inc.

Corporate Family Rating downgraded to B2 from Ba3 and taken off
review for downgrade

Probability of Default Rating downgraded to B2-PD from Ba3-PD and
taken off review for downgrade

Senior Secured Bank Credit Facility downgraded to B2 (LGD4) from
Ba3 (LGD4), taken off review for downgrade, and subsequently will
be withdrawn after completion of the merger with Ply Gem

SGL-2 speculative grade liquidity rating affirmed

Stable outlook, from on review

Issuer: Ply Gem Midco, Inc. (formerly Pisces Midco, Inc.)

Corporate Family Rating confirmed at B2, taken off review for
upgrade, and subsequently will be withdrawn after completion of the
merger with NCI

Probability of Default Rating confirmed at B2-PD, taken off review
for upgrade, and subsequently will be withdrawn after completion of
the merger with NCI

$1.755 billion Senior Secured Term Loan B due April 12, 2025
confirmed at B2 (LGD4) from (LGD3) and taken off review for upgrade


$665 million Senior Secured Incremental Term Loan B due April 12,
2025 assigned a B2 (LGD4)

$115 million Senior Secured Cash Flow Revolver due 2023 confirmed
at B2 (LGD4) from (LGD3) and taken off review for upgrade

$645 million, 8% senior unsecured notes due 4/15/2026 confirmed at
Caa1 (LGD6) and taken off review for upgrade

Stable outlook, from on review

RATINGS RATIONALE

The B2 Corporate Family Rating for the NCI/Ply Gem merged company
(with NCI as the surviving entity) represents Moody's expectation
that while NCI may be able to delever in a timely fashion, its
willingness to do so is called into question by the fact that
before the ink has even dried on the merger, the company has
already decided to borrow another $190 million to purchase the
Silver Line vinyl window and patio door operations of Andersen
Corporation. In addition, the combination of four separate entities
into one (NCI, Ply Gem, Atrium Windows & Doors, and now Silver
Line) represents a set of daunting integration, strategic and
management challenges. Also, the combined pro-forma EBITDA number
that management is using represents, in its opinion, ambitious
synergy and cost saving assumptions, which will take time to prove
out. Finally, Moody's calculation of a combined pro forma
debt/EBITDA metric of 6.0x is elevated for any rating higher than a
B2.

NCI (without Ply Gem) generated a debt/EBITDA metric of 2.4X for
the LTM period ended July 29, 2018. Ply Gem and Atrium Windows &
Doors combined generated a debt/EBITDA metric of 7.9x for the LTM
period ended June 30, 2018. Silver Line's actual debt/EBITDA could
not be calculated, but Ply Gem's offer of $190 million for the $21
million of estimated actual EBITDA represents a 9x debt/EBITDA. On
a combined basis, i.e., all four entities added up, the Moody's pro
forma debt/EBITDA for the most recent 12 month period, including
Moody's standard adjustments for operating leases and pensions, was
6.0x. This compares to NCI's pro forma debt/EBITDA calculation of
4.6x, a nearly one and a half turn difference. The challenge for
NCI will be to convert a major portion of the company-projected
savings, benefits, synergies, etc. of the merger into actual EBITDA
in a timely fashion.

On the plus side, the merger amplifies the combined companies'
size, scale, and market capitalization; diversifies their end
markets, product lines, and raw materials' purchases; will lead to
at least some cost savings and synergies; will permit some
cross-selling of products; and NCI is capable of generating
positive free cash flow on a sustained basis.

The stable outlook is based on Moody's expectation that NCI will
use some portion of its free cash flow to delever in a timely
fashion. Any departure from this course of action, say, by making
another debt-financed acquisition early on, will pressure the
stable outlook and perhaps the B2 rating.

NCI's liquidity, after all the moving pieces are put into place, is
good. The moving pieces include the following:

1) The pre-merger NCI had a $150 million undrawn ABL due 2023
(unrated), which will be eliminated, and a $415 million Term Loan
due 2025, which will be repaid with proceeds from Ply Gem's $665
million incremental Term Loan Facility;

2) Ply Gem, in its own name initially and then under the NCI name
after the merger closes, has an unrated $396 million ABL facility
due 2023, which will be augmented by an Incremental $215 million
ABL facility (with the same terms and conditions as the original)
when the merger closes, and a $1.755 billion Term Loan B Facility
(rated B2), which will be augmented by the $665 million Incremental
Term Loan B Facility (with the same terms and conditions as the
original) when the merger closes. Ply Gem also has a $115 million
undrawn senior secured cash flow revolver due 2023.

Pro forma cash on hand of $79 million as of July 29, 2018, positive
free cash flow generation, and nothing drawn on the $115 million
cash flow revolver all indicate solid internal and external
liquidity. The Ply Gem ABL facility, initially $360 million but
upsized to $396 million in connection with the Silver Line closing
and to be increased to $615 million when the NCI/Ply Gem merger
closes, had about $130 million outstanding at June 30, 2018. This
facility is also temporarily being used to fund the acquisition of
Silver Line but will be paid back down with proceeds from the
augmented term loan facility. With regard to covenant compliance,
the company has a springing ABL covenant comprising a 1:1 fixed
charge coverage (upon tripping maintenance of a 10% ABL
availability), no covenants under the term loan, and a springing
net leverage ratio of 7.75x upon utilization of 35% ($40.25
million) of the $115 million cash flow revolver. Moody's expects
fairly easy compliance with these covenants over the next 12 to 18
months. Alternate liquidity is limited as all assets are pledged.

The two notch difference between the B2 Corporate Family Rating and
the Caa1 rating on the senior unsecured notes occurs because the
unsecured notes are the most junior piece of debt in a heavily
secured debt capital structure.

NCI is unlikely to be upgraded in the near term because of its
debt-laden balance sheet and integration challenges. Longer term,
an upgrade could be considered if the company were able to
integrate its various pieces smoothly, reduce and maintain its
debt/EBITDA below 5x, raise and maintain its EBITA to interest
comfortably above 2.25x, generate positive and growing GAAP free
cash flow, and maintain good liquidity, while its end markets'
outlooks remain favorable.

Factors that could lead to a downgrade include any departure from a
timely and substantial delevering process, problems in integrating
the various entities, GAAP free cash flow turning negative,
debt/EBITDA remaining elevated at current levels, EBITA to interest
dropping below 1.5x, liquidity weakening, and/or end markets'
outlooks turning negative.

Headquartered in Houston, TX, NCI is one of the country's largest
integrated producers of metal products for the commercial building
industry. Its products include engineered metal building systems,
metal components, metal coils, and insulated metal panels.
Revenues, EBITDA, and net income for the trailing 12-month period
ended July 29, 2018 were $1.9 billion, $202 million, and $53
million, respectively.

Ply Gem, headquartered in Cary, NC, which will become the corporate
headquarters of the combined entity, produces and sells a variety
of exterior building products for single-family and multi-family
homes, with the major products being windows, doors and siding. For
the LTM period ended June 30, 2018, which includes one quarter of
Atrium results, revenues, EBITDA, and net loss were approximately
$2.2 billion, $296 million, and $(45) million, respectively.

Established in 1948, Atrium is a provider of windows and doors to
the new construction and repair and remodel markets. The company
operates a nationwide network of manufacturing facilities and sells
a comprehensive line of products in all 50 states and Canada. For
the LTM period ended March 31, 2018, Atrium generated approximately
$352 million of revenue, $61 million of EBITDA, and $10 million of
net income.

For the LTM period ended July 2018, Silver Line, the vinyl window
and patio door operations of Andersen Corporation, generated a Ply
Gem-estimated $446 million of revenues and $21 million of EBITDA.


PLY GEM: S&P Raises Issuer Credit Rating to 'B+', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ply Gem Midco
Inc. to 'B+' from 'B'. The outlook is stable.

S&P said, "At the same time, we assigned our B+ issue level rating
and '3' recovery rating to Ply Gem's proposed $665 million
incremental first lien term loan due 2025.

"We also raised our issue-level rating on Ply Gem's secured credit
facilities to 'B+' from 'B' (the same as the issuer credit rating).
The affected facilities include the company's $115 million
revolving credit facility due 2023 and its $1.76 billion term loan
due 2025--. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery for
noteholders in the event of a payment default.

"Additionally, we raised our issue-level rating on Ply Gem's $645
million senior unsecured notes due 2026 to 'B-' from 'CCC+' (two
notches below the issuer credit rating). The '6' recovery rating is
unchanged, indicating our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default."

All ratings were removed from CreditWatch, where they were placed
on July 18, 2018, with positive implications.

The upgrade to 'B+' of Ply Gem Midco Inc. takes into consideration
the company's significantly larger size following its merger with
NCI Building Systems Inc. The rating also reflects the much broader
end-market diversity of the combined entity, with sales now split
approximately one-third each between residential construction,
commercial construction, and residential repair–and-remodel (R&R)
activity. As a result, S&P expects sales and earnings of the
combined company will be less volatile than prior to the merger
because S&P expects cycles for the two segments to be different as
commercial construction cycles generally lag residential patterns.

Ply Gem benefits from a leading position in a consolidated vinyl
siding market with only three other major competitors. The vinyl
siding segment, which will account for about 20% of the combined
company's sales, has steady demand split between new construction
and remodeling, and relatively stable margins. Ply Gem also
expanded its windows segment with the acquisition of Atrium Doors
and Windows in April 2018 and the recently completed acquisition of
Silver Line Building Products LLC. Ply Gem now accounts for about
30% of the U.S. vinyl window market (vinyl windows are about 60% of
the U.S. windows market).  Its windows business has benefitted from
improved margins in recent years due to better demand and more
rational industry pricing. However, the windows business is still
highly competitive, is subject to periods of slow construction
activity, and has relatively low margins compared to other building
products.

S&P said, "The stable outlook on Ply Gem Midco reflects our view
that the company will experience modest sales growth and margin
improvement over the next 12 months as merger synergies are
realized, contributing to lower debt leverage of 4.6x by the end of
2019. Ply Gem should also increase sales and margins due to
improved cross-selling opportunities, pricing, product mix, and
generally positive trends in each of its end markets.

"We could lower our ratings on Ply Gem Midco if the company failed
to boost EBITDA from integration synergies, with EBITDA interest
coverage falling below 2.5x or leverage approaching 7x. An
unexpected contraction in the commercial, new home construction, or
R&R markets leading to these leverage measures could also
precipitate a downgrade. Similarly, an inability to offset spikes
in commodity costs with price that would cause EBITDA margins to
erode by more than 4% over the next 12 months could also lead to a
downgrade.

"Although unlikely within the next year, we could raise the rating
if Ply Gem's adjusted debt to EBITDA fell below 4x, which would
necessitate remarkably quick and effective integration synergies.
We would also have to perceive that the risk of releveraging is
low, such that fully adjusted debt to EBITDA will remain below 4x
based on the company's financial policy and our view of the
financial risk appetite of the sponsor owners."



PRECIPIO INC: Expects Third Quarter Revenue of $648,000
-------------------------------------------------------
Specialty cancer diagnostics company Precipio, Inc., announced
preliminary third quarter results representing continued triple
digit percentage year-over-year quarterly revenue growth.

On a preliminary basis, revenue for the third quarter of 2018 is
expected to be approximately $648,000 versus $270,000 for the third
quarter of 2017 - an increase of 140%.  As a reminder, in Q2-2018,
Q1-2018, and Q4-2017, year-over-year revenue increases were 215%,
187% and 199%, respectively.  Year-to date revenue for the first
three quarters of 2018 is estimated at $2.1M, a $1.3M increase over
the $0.8M in revenue from the first three quarters of 2017,
representing a 163% increase.

Pathology services, Precipio's core business, showed quarter over
quarter sequential growth of approximately 20%.  These results were
driven by the continued volume growth generated by new client
acquisitions.  Management will review the drivers of pathology
services in its upcoming shareholder conference call following the
SEC filing of Precipio's third quarter 2018 results.  Management
expects to file its quarterly results on or before November 15th,
2018, and hold the call on November 19th, 2018.  A future
announcement will provide detailed date and time for the Precipio
Q3-2018 earnings conference call.  The Company anticipates
continued strong revenue growth throughout the end of 2018 and into
2019, as the pathology services sales team matures and Precipio's
regional sales coverage continues to expand.

Precipio's ICP market penetration plan remains focused on launching
additional kits to complement the product menu, in order to provide
a broader offering to hospitals and laboratories treating cancer
patients.  Precipio's R&D team remains on track to release
additional products throughout the end of the year.  This will
result in a more robust offering for hospitals, large CRO's, OEM's
and national scale labs, with the goal of capturing a substantial
share of the multi-billion dollar liquid biopsy market opportunity.
The company continues to advance partnerships with key industry
players to bring ICP into the market.

"We expect a continued increase in pathology services throughout
the end of 2018 and into 2019.  Sales of Precipio's pathology
services continue to be the primary contributor to the third
quarter revenues, as the expanded sales team continues to perform
well," said CEO Ilan Danieli.  "Through rigorous training and
goals-driven management, our team continues to successfully
communicate the value proposition of academic expertise and cancer
pathology specialization in battling the problem of cancer
misdiagnosis."

                       About Precipio
  
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market.  The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.  

The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph.  Marcum LLP, the Company's auditor since
2016, stated 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.

Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016.  As of June 30, 2018,
Precipio had $25.88 million in total assets, $13.69 million in
total liabilities and $12.19 million in total stockholders' equity.


PREFERRED CARE: Desert Springs Transferring Rehab Center Operations
-------------------------------------------------------------------
Desert Springs Health Facilities, L.P, an affiliate of Preferred
Care, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the transfer of the operations and
assets used in the operations of the Desert Springs Nursing and
Rehabilitation Center in Hobbs, New Mexico to New Mexico Care
Holdings, L.L.C.

Desert Springs operates the skilled nursing Facility.  It leases
the Facility from Hacienda Care XXIV, L.P., an affiliate of Mr.
Thomas Scott, an insider and principal of the Debtor.

The Debtor has negotiated the terms of an Operations Transfer
Agreement ("OTA") for the transfer of the operations and the sale
of the Assets used in the operations of the Facility to the
Purchaser.  The Purchaser was identified through an extensive
search conducted by Hacienda Care at the request of the Debtor,
with the assistance of the Debtor's financial advisor, Focus
Management Group USA, Inc.  In the Debtor's opinion, the Purchaser
is the only viable available new operator that is (a) capable of
taking over the operations of the Facility within a timetable that
will maximize the value of the Debtor's estate and (b) approved by
Hacienda Care.  Hacienda Care is simultaneously selling the real
property to Vista Pacific, Inc. (or its designee).

The Purchaser has entered or will enter into a new lease for the
Facility with Hacienda Care (or the Purchaser of the real property
from Hacienda Care) simultaneously with the transfer of the
operations of the facility to the Purchaser.  Accordingly, the
Debtor proposes to sell and assign the right to operate the
Facility, as well as to transfer the Assets used in connection with
the operation of the Facility, to the Purchaser.

Generally, the OTA and related agreements provide that:

     a. the Debtor will terminate and reject the lease associated
with each of the Facility.  The Purchaser will then enter into a
new lease with Hacienda Care (or the Purchaser of the real property
from Hacienda Care)for the Facility;

     b. the Debtor will sell and transfer the operations and
related assets for the Facility, including all inventory, supplies,
and other assets necessary for the operation of the Facility, to
the Purchaser;

     c. the Debtor will assume and assign certain contracts and
unexpired leases related to operation of the Facility to the
Purchaser; and

     d. the Purchaser will employ at least 70% of the employees at
the Facility.

The Debtor believes that the value of the Assets being transferred
pursuant to the OTA is de minimis.  Its only valuable assets --
receivables generated prior to the closing of the transfer -- will
be retained as an Excluded Asset under the OTA and applied to the
outstanding balance of the line of credit and/or
debtor-in-possession financing facility with Wells Fargo Bank,
N.A., as they are collected.  The Debtor is a borrower under the
Wells Fargo line of credit and DIP Facility and has pledged all or
substantially all of its assets to secure that indebtedness.

The Debtor believes the transfer of the Facility to the Purchaser
pursuant to the OTA constitutes the best transaction available for
the transfer of the Facility, maximizes the value of such Debtor's
estate, and is in the best interests of its stakeholders, specially
the residents of the Facility.  Accordingly, it asks that the Court
approves the OTA, authorizes the Debtor to transfer of the Facility
and related Assets through the transaction contemplated by the OTA,
and authorizes it to take all actions reasonably necessary or
desirable to implement the transaction.

The Debtor also asks the Court to authorize its assumption and
assignment of the Assumed Contracts.  At the Sale Hearing, the
Debtor will demonstrate to the satisfaction of the Court that the
Purchaser has sufficient assets to continue performance under any
Assumed Contract.  To assist in the assumption and assignment of
the Assumed Contracts, the Debtor asks that the Court enters an
order providing that anti-assignment provisions in the Assumed
Contracts will not restrict, limit, or prohibit the assumption and
assignment of the Assumed Contracts and are deemed and found to be
unenforceable anti-assignment provisions within the meaning of
Section 365(f) of the Bankruptcy Code.

To allow the counterparties to the Assumed Contracts (if any) to
protect their rights and facilitate the transfer process, the
Debtor proposes to file and serve the Cure Amount Notice on the
non-Debtor parties to the Assumed Contracts on Oct. 10, 2018.  The
Cure Amount Objection Deadline is Oct. 23, 2018.

Finally, the Debtor asks the Court to waive any 14-day stay imposed
by Bankruptcy Rules 6004 and 6006.

A hearing on the Motion is set for Oct. 25, 2018 at 11:00 a.m.
Objections, if any, must be filed within 21 days from the date of
service.

A copy of the OTA attached to the Motion is available for free at:

   http://bankrupt.com/misc/Preferred_Care_1193_Sales.pdf

The Purchaser:

        NEW MEXICO CARE HOLDINGS, LLC
        c/o Invigorate Healthcare, Inc.
        Kennett Square, PA 19348
        5200 N. Palm Ave., Suite 107
        Fresno, CA 93704
        Email: brandon@invigorate.healthcare

The Purchaser is represented by:

        James N. Eimers
        FOUNTAINGROVE CORPORATE CENTRE
        3510 Unocal Place, Suite
        Santa Rosa, CA 95403-0918
        Facsimile: (804) 420-6507
        E-mail: jim@eimerslaw.com

                     About Preferred Care

Preferred Care, Inc., is a Delaware corporation that is owned by
Mr. Thomas Scott.  PCI is a holding company for numerous wholly
owned, non-debtor subsidiaries that collectively own four mental
health facilities located in Mississippi, a developmental facility
in Florida, and a management contract for the operations of a
skilled nursing home in Texas.

The Debtors, other than PCI, 33 skilled nursing facilities in
Kentucky and New Mexico.  Their non-debtor affiliates operate an
additional 75 skilled nursing facilities in ten additional states.
Accordingly, the Debtors and their non-debtor affiliates operate
108 skilled nursing, assisted living and independent living
facilities in 12 states (approximately 11,500 beds and 9,300
residents).

Preferred Care, Inc., and 33 of its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017.
The Debtors' bankruptcy proceedings have been jointly administered
under the PCI's bankruptcy case.

Foley Gardere, which was formed following the combination of Foley
& Lardner LLP and Gardere Wynne Sewell LLP, serve as the Debtors'
counsel.  Preferred Care initially hired Gardere Wynne Sewell LLP
as its legal counsel.  Focus Management Group, USA, Inc., serves as
the Debtors' financial advisor; KPMG LLP, serves as tax return
preparers and tax consultants; and JND Corporate Restructuring
serves as claims, noticing and balloting agent.

Artesia Health Facilities GP, LLC; Bloomfield Health Facilities GP,
LLC; and several other entities -- so-called GP Debtors-32 --
sought Chapter 11 protection on July 6, 2018, and their cases are
jointly administered with Preferred Care's.  They have hired
Rochelle McCullough L.L.P. as their bankruptcy counsel.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases, and is represented by Gray Reed & McGraw LLP
as counsel and CohnReznick LLP as financial advisor.



PRESSURE CONTROL: Seeks to Hire Thibodaux Hebert as Accountant
--------------------------------------------------------------
Pressure Control Specialties, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Thibodaux Hebert Deshotels LeBlanc, LLC, as accountant to the
Debtor.

Pressure Control requires Thibodaux Hebert to prepare and file
sales tax returns, quarterly tax reports, and yearly tax returns.

Thibodaux Hebert will be paid at these hourly rates:

         Partners             $220
         Assistants            $97

Prior to the filing of the bankruptcy case, the Debtor owed
Thibodaux Hebert in the amount of $2,025.  Thibodaux Hebert will
work for the Debtor if the prepetition amounts due are paid by the
Debtor.

Thibodaux Hebert will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Toby Blanchard, a partner at Thibodaux Hebert Deshotels, LeBlanc,
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.

Thibodaux Hebert can be reached at:

     Toby Blanchard
     THIBODAUX HEBERT DESHOTELS
     LEBLANC, LLC
     935 Camellia Blvd., Suite 200
     Lafayette, LA 70508
     Tel: (337) 232-1000

              About Pressure Control Specialties

Pressure Control Specialties, LLC, is a privately held company in
Pleasanton, Texas that provides equipment rental services.
Pressure Control filed a Chapter 11 petition (Bankr. W.D. La. Case
No. 18-51134) on Sept. 10, 2018.  The petition was signed by
Kenneth W. Crouch, Sr., manager/member.   The Debtor reported
$1,323,098 in total assets and $2,120,557 in total liabilities as
of the bankruptcy filing.  The case is assigned to Judge John W.
Kolwe.  The Debtor is represented by William C. Vidrine, Esq. at
Vidrine & Vidrine, PLLC.


REALTEX CONSTRUCTION: Seeks to Hire Munsch Hardt as Attorney
------------------------------------------------------------
Realtex Construction, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Munsch Hardt Kopf
& Harr, P.C., as attorney to the Debtor.

Realtex Construction requires Munsch Hardt to:

   a. serve as attorneys of record for the Debtor in all aspects,
      including any adversary proceedings commenced in connection
      with the Bankruptcy Case and to provide representation and
      legal advice to the Debtor throughout the Bankruptcy Case;

   b. assist the Debtor in carrying out its duties under the
      Bankruptcy Code, including advise the Debtor of such
      duties, its obligations, and its legal rights;

   c. consult with the U.S. Trustee, any statutory committee that
      may be formed, and all other creditors and parties-in-
      interest concerning administration of the Bankruptcy Case;

   d. assist in potential sales of the Debtor's assets;

   e. prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports, and other legal papers and
      documents to further the Estate's interests and objectives,
      and to assist the Debtor in the preparation of schedules,
      statements, and reports, and to represent the Debtor and
      the Estate at all related hearings and at all related
      meetings of creditors, US Trustee interviews, and the like;

   f. assist the Debtor in connection with formulating and
      confirming a Chapter 11 plan;

   g. assist the Debtor in analyzing and appropriately treating
      the claims of creditors;

   h. appear before this Court and any appellate courts or other
      courts having jurisdiction over any matter associated with
      the Bankruptcy Case; and

   i. perform all other legal services and provide all other
      legal advice to the Debtor as may be required or deemed to
      be in the interests of the Estate in accordance with the
      Debtor's powers and duties as set forth in the Bankruptcy
      Code.

Munsch Hardt will be paid at these hourly rates:

     Jay Ong, Shareholder                 $445
     Davor Rukavina, Shareholder          $450
     Thomas Berghman, Associate           $360

On Oct. 3, 2018, Realtex Development Corporation, an affiliate of
the Debtor and one of the two members of the Debtor, provided
Munsch Hardt with a retainer in the amount of $75,000. On October
8, 2018, Munsch Hardt drew on the retainer in the amount of
$7,243.50, leaving a balance held in retainer by Munsch Hardt as of
the Petition Date of $67,765.50, which Munsch Hardt shall continue
to hold and not apply except as authorized by the Court.

Munsch Hardt will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Davor Rukavina, partner of Munsch Hardt Kopf & Harr, P.C., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Munsch Hardt can be reached at:

     Davor Rukavina, Esq.
     Jay H. Ong, Esq.
     Thomas D. Berghman, Esq.
     MUNSCH HARDT KOPF & HARR, P.C.
     500 N. Akard Street
     Dallas, TX 75201-6659
     Tel: (214) 855-7500
     Fax: (214) 855-7584

                 About Realtex Construction

Realtex Construction, LLC, based in Austin, TX, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 18-11300) on Oct. 8, 2018.  In
the petition signed by Rick Deyoe, president, the Debtor estimated
$1 million to $10 million in assets and liabilities.  Davor
Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., serves as
bankruptcy counsel to the Debtor.






REIGN SAPPHIRE: Dismisses Hall & Company as Accountants
-------------------------------------------------------
Reign Sapphire Corporation has dismissed Hall & Company as its
independent registered accounting firm and engaged Benjamin & Young
LLP CPA as its new independent registered accounting firm.  These
actions were approved by the Company's board of directors.

The Company said that since Hall's appointment as the Company's
independent registered accounting firm on March 9, 2016 and through
Oct. 8, 2018, which included its audits of the Company's financial
statements and reviews of Forms 10-K for the years ended Dec. 31,
2017, 2016 and 2015, and reviews of the quarterly Forms 10-Q for
the years ended Dec. 31, 2017 and 2016, as well as a review of the
Form 10-Q for the periods ended June 30, 2018 and March 31, 2018,
there were (i) no disagreements between the Company and Hall on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreement, if
not resolved to the satisfaction of Hall, would have caused Hall to
make reference thereto in their reports on the financial statements
for those years, and (ii) no "reportable events" as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.  The report of Hall
on the Company's consolidated financial statements for the years
ended Dec. 31, 2017 and 2016 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the
reports contained a modification to the effect that there was
substantial doubt as to the Company's ability to continue as a
going concern.

On Oct. 8, 2018 the Company engaged Benjamin & Young LLP CPA as
its new independent registered public accounting firm.  B&Y will be
reviewing the financial statements that are to be included in the
Quarterly Report for the period ended Sept. 30, 2018.  B&Y did not
prepare or provide any financial reports for any periods prior to
the date of engagement, nor did it prepare or provide any financial
reports for, or prior to the year ended Dec. 31, 2017. Reign
Sapphire maintained that neither the Company, nor any person on
behalf of the Company, consulted with B&Y during the Company's two
most recent fiscal years or the subsequent interim period prior to
the engagement of B&Y and the dismissal of Hall.

                      About Reign Sapphire

Reign Sapphire Corporation is a Beverly Hills-based,
direct-to-consumer, branded and custom jewelry company.  Reign
Sapphire was established as a vertically integrated "source to
retail" model for sapphires -- rough sapphires to finished jewelry;
a color gemstone brand; and a jewelry brand featuring Australian
sapphires.  Reign Sapphire is not an exploration or mining company
and is not engaged in exploration or mining activities.  Reign
Sapphire purchases rough sapphires in bulk, directly from
commercial miners in Australia.

For the year ended Dec. 31, 2017, Reign Corporation reported a net
loss of $4.25 million.  As of June 30, 2018, the Company had $1.93
million in total assets, $4.39 million in total liabilities and a
total shareholders' deficit of $2.46 million.

Hall & Company, in Irvine, California, the Company's auditor since
2015, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
citing that the Company has suffered losses from operations and
cash outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.


RENNOVA HEALTH: Expects Roughly $5.4-M in Third Quarter Revenue
---------------------------------------------------------------
Rennova Health, Inc. said that its third quarter revenues
demonstrate continued growth momentum.

Rennova announced preliminary third quarter net revenues of
approximately $5.4 million.  This number remains subject to final
review and potential adjustment before the quarterly financial
statements are filed.  This represents an increase of approximately
$2.1 million from the reported net revenues from the second quarter
and an approximately $4.0 million increase from the third quarter
in 2017.  This quarter's revenue includes a full three months of
operations of Rennova's second hospital, which it acquired on June
1, 2018.  The Company continues to take a conservative position on
revenue recognition in hospital operations and will maintain this
position until we have adequate historical experience to evidence
total collection rates.

"We are pleased to have our second hospital adding to revenue and
cash flow and are actively exploring other hospital opportunities
for acquisition in the same geographic location to further build
hospital revenues and benefit from expected synergies," said Seamus
Lagan, CEO of Rennova.  "September saw us achieve the previously
predicted collections of approximately $2 million a month, and
while we have had a relative increase in costs we expect that our
hospitals will be profitable and cash flow positive."

"We are pleased to demonstrate our current growth and look forward
to a significant improvement in the revenues and performance in
Rennova in the coming quarters," said Marlene McLennan, the
recently appointed CFO of Rennova.  "We expect to file our third
quarter financial report to September 30 on time by November 14 and
are making every effort to have it completed and filed earlier if
possible."

                      About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and
operates two rural hospitals in Tennessee and provides diagnostics
and supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and superior
clinical outcomes.  Beginning in 2018, the Company intends to focus
on and operate two synergistic divisions: 1) clinical diagnostics
through its clinical laboratories; and 2) hospital operations
through its Big South Fork Medical Center, which opened on Aug. 8,
2017, and a hospital in Jamestown Tennessee, including a doctor's
practice, the assets of which we expect to acquire in the second
quarter of 2018, pursuant to the terms of a definitive asset
purchase agreement that the Company entered into on Jan. 31, 2018.

Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.

As of June 30, 2018, the Company had $16.24 million in total
assets, $138.32 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $129.9
million.

The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit.  These conditions
raise substantial doubt about the company's ability to continue as
a going concern.


S&C TEXAS INVESTMENTS: Hires Margaret M. McClure as Counsel
-----------------------------------------------------------
S&C Texas Investments, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ the
Law Offices of Margaret M. McClure, as counsel to the Debtor.

S&C Texas Investments requires Margaret M. McClure to:

   a. give the Debtor legal advice with respect to the Debtor's
      powers and duties as debtor-in-possession in the continued
      operation of the Debtor's business and management of the
      Debtor's property; and

   b. perform all legal services for the debtor-in-possession
      which may be necessary in the bankruptcy case.

Margaret M. McClure will be paid at these hourly rates:

        Attorneys        $400
        Paralegals       $150

The Debtor paid Margaret M. McClure a retainer of $35,000 on Sept.
10, 2018. $17,077.40 of the retainer has been earned by Margaret M.
McClure prepetition, leaving a remaining retainer balance of
$17,923 held in the firm's trust account.

Margaret M. McClure will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Margaret M. McClure, partner of Law Offices of Margaret M. McClure,
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.

Margaret M. McClure can be reached at:

     Margaret Maxwell McClure, Esq.
     LAW OFFICE OF MARGARET M. MCCLURE
     909 Fannin, Suite 3810
     Houston, TX 77010
     Tel: (713) 659-1333
     Fax: (713) 658-0334
     E-mail: margaret@mmmcclurelaw.com

                  About S&C Texas Investments

S&C Texas Investments, Inc., is an amusement park operator and
investor whose current assets include the Sky Zone Westborough and
Sky Zone Wallingford amusement centers.

S&C Texas Investments, Inc., based in Cypress, TX, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 18-35668) on Oct. 8, 2018.
In the petition signed by Ryan Swift, president, the Debtor
disclosed $857,373 in assets and $8,862,438 in liabilities.  The
Hon. David R. Jones presides over the case.  Margaret M. McClure,
Esq., at the Law Offices of Margaret M. McClure, serves as
bankruptcy counsel.


SAFE HAVEN HEALTH: Hires Elizabeth Otander as Accountant
--------------------------------------------------------
Safe Haven Health Care, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Idaho to employ Elizabeth
Otander, CPA P.C., as accountant to the Debtor.

Safe Haven Health requires Elizabeth Otander to:

   a. provide monthly oversight of accounting systems to ensure
      proper bookkeeping, payroll, and reporting;

   b. provide account and data reconciliations;

   c. provide accounting cleanup;

   d. provide financial reporting for Debtor operations; and

   e. assist with preparation of monthly operating reports.

Elizabeth Otander will be paid as follows:

   -- Monthly Bookkeeping                    $4,000
   -- Accounting Clean Up                    $5,000

Elizabeth Otander will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Elizabeth Otander, the firm's founder, 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.

Elizabeth Otander can be reached at:

     Elizabeth Otander
     ELIZABETH OTANDER, CPA P.C.
     6126 W. State Street, Suite 505
     Boise, ID 83703
     Tel: (208) 209-1176
     E-mail: liz@otandercpa.com

                   About Safe Haven Health Care

Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/
-- provides both in-patient and out-patient psychiatric, skilled
nursing and assisted living services. The Company has facilities
throughout southwestern, central and eastern Idaho. Safe Haven is a
division of CareFix, Inc.

Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 18-01044) on Aug. 10, 2018.  In the petition signed by
Scott Burpee, president, the Debtor disclosed $10,234,818 in assets
and $17,313,444 in liabilities. The case is assigned to Judge Jim
D. Pappas.  Angstman Johnson, led by Matthew Todd Christensen, is
the Debtor's counsel.


SEARS HOLDINGS: Electrolux Exposure Is 10% of Revenue
-----------------------------------------------------
In connection with the Chapter 11 filing of Sears, its major U.S.
customer, Electrolux said it intends to work with Sears'
restructuring officer to explore the prospects of continuing its
business with Sears, while continuing to manage the financial and
operational exposure.

To ensure business continuity and to mitigate the financial
exposure, Electrolux has been actively planning for various Sears'
contingencies while also growing the business with other customers.
Therefore, the Group does not currently assess a need for material
one-time costs as an immediate consequence of Sears' restructuring
under Chapter 11.

However, while it is difficult to predict the outcome of Sears'
attempt to restructure its business and the various scenarios it
may entail, it cannot be ruled out that there may be a material
impact on the future sales and earnings of Electrolux business area
Major Appliances North America.  The business area's exposure to
Sears is currently about 10 percent of its total revenues.

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper LLP
is the real estate advisor.  Prime Clerk is the claims and noticing
agent.


SEARS HOLDINGS: ESL Hopes for Return to Profitability
-----------------------------------------------------
ESL Investments, Inc., Edward S. Lampert and certain affiliated
entities (collectively "ESL") issued the following statement on
Oct. 15 regarding the announcement by Sears Holdings Corporation
("Sears") that the company has filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code:

"ESL Investments' longstanding goal has been to enable Sears
Holdings Corporation to return to profitability, for the benefit of
Sears and all of its stakeholders.  ESL consistently believed that
restructuring the company's finances as a going concern and outside
a court-run bankruptcy process would have been a better path for
Sears.  To that end, ESL put forward proposals in April and August
to acquire certain Sears assets, followed by a comprehensive
proposal in September for liability management transactions,
strategic asset sales (including those assets that ESL had made
proposals to purchase) and real estate transactions.  All the
proposals had the goal of providing liquidity and runway for a
transformation.  While a comprehensive out-of-court resolution was
ESL's preferred approach, it did not prove possible to achieve this
outside the framework of a Chapter 11 process.  ESL believes that
supervision by a judge will enable creditors to address any issue
among them according to a clear set of rules and permit the sale of
certain assets through a court-approved auction process to maximize
value.

ESL invested time and money in Sears because we believe the company
has a future.  We intend to work closely and collaboratively with
other stakeholders to restructure the company's balance sheet using
the Chapter 11 framework as quickly and efficiently as possible and
will continue to press forward with the goal of seeing Sears emerge
from this process positioned for success as a smaller, less
indebted retailer in an integrated retail environment."

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper LLP
is the real estate advisor.  Prime Clerk is the claims and noticing
agent.


SHARING ECONOMY: Terminates 7 Purchase Deals for Various Reasons
----------------------------------------------------------------
Sharing Economy International Inc. disclosed in a current report on
Form 8-K filed with the Securities and Exchange Commission that the
following previously announced proposed acquisitions have been
terminated for the reasons set forth below:

1.   Target: Shenzhen Xinsheng New Energy

   Contract: Entered into a non-binding MOU on November 7, 2017

Reason for
Terminating
   Contract: After further evaluation of the business, the Company
             concluded that the likely return did not justify the
             cost.

2. Target:   Shanghai Hong Chuan Culture Promulgation Co., Limited

  Contract:  Entered into an Exclusivity Agreement on December 21,

             2017

Reason for
Terminating
  Contract:  The parties could not come to an agreeable      
             acquisition price.

3.  Target:  Channel Power Touch Media & EC Adv.

  Contract:  Entered into an Exclusivity Agreement on January 4,
             2018

Reason for
Terminating
  Contract:  Channel Power's business was closed during  
             negotiations.

4.  Target:  Quik Ventures

  Contract:  Entered into an Exclusivity Agreement on January
             10, 2018

Reason for
Terminating
  Contract:  The parties could not come to an agreeable    
             acquisition price.

5.  Target:  iMusicTech & EC Tech

  Contract:  Entered into a non-binding MOU on January 18,
             2018

Reason for
Terminating
  Contract:  After further evaluation of the business, the Company

             concluded that the likely return did not justify the
             cost.

6.  Target:  JoGeep

  Contract:  Entered into an Exclusivity Agreement on January 29,
             2018

Reason for
Terminating
  Contract:  Due diligence materials were not provided to the  
             Company's satisfaction.

7. Target:   Weiying Mtel & EC Tech

Contract:   Entered into an Exclusivity Agreement on February 27,

             2018

Reason for
Terminating
Contract:    Target company shareholders decided not to sell the  
             business during negotiations.

                     About Sharing Economy

Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry.  The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.   

Throughout 2017, the Company made significant changes in the
overall direction of the Company.  Given the headwinds affecting
its manufacturing business, the Company is targeting high growth
opportunities and has established new business divisions to focus
on the development of sharing economy platforms and related rental
businesses within the company.  These initiatives are still in an
early stage.  The Company did not generate significant revenues
from its sharing economy business initiatives in 2017.

RBSM LLP's audit opinion included in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph stating that the Company had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.

Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016.  As of June 30, 2018, Sharing
Economy had $74.97 million in total assets, $9.83 million in total
liabilities and $65.13 million in total stockholders' equity.


SHARING ECONOMY: Terminates License Agreement with ECRENT
---------------------------------------------------------
Sharing Economy International, Inc., wholly-owned subsidiary,
Sharing Economy Investment Limited, entered into a license
agreement with Ecrent Capital Holdings Limited on Aug. 16, 2018,
regarding the grant of an exclusive and sub-licensable license from
ECRENT to SEII to utilize certain software and trademarks in order
to develop, launch, operate, commercialize, and maintain an online
website platform in United Kingdom, Germany, France, Poland,
Switzerland, Netherlands, Denmark, Russia, Italy, Spain, Portugal
and Greece in exchange for 360,000 shares of restricted common
stock.  Closing of the transaction was conditioned on various
conditions, including receipt of all necessary regulatory
approvals.  On Oct. 9, 2018, the Agreement was terminated by the
parties.  Both parties have agreed to forego their respective
rights under the Agreement with immediate effect.

                    About Sharing Economy

Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry.  The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.    

Throughout 2017, the Company made significant changes in the
overall direction of the Company.  Given the headwinds affecting
its manufacturing business, the Company is targeting high growth
opportunities and has established new business divisions to focus
on the development of sharing economy platforms and related rental
businesses within the company.  These initiatives are still in an
early stage.  The Company did not generate significant revenues
from its sharing economy business initiatives in 2017.

RBSM LLP's audit opinion included in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph stating that the Company had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.

Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016.  As of June 30, 2018, Sharing
Economy had $74.97 million in total assets, $9.83 million in total
liabilities and $65.13 million in total stockholders' equity.


SHERIDAN FUND I: S&P Affirms 'CCC+' ICR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' long-term issuer
credit ratings on Sheridan Production Partners I-A, Sheridan
Investment Partners I, and Sheridan Production Partners I-M
(collectively referred to as "Sheridan Fund I"). The outlook
remains negative.

S&P said, "At the same time, we affirmed our 'B' issue ratings on
both the first-lien senior secured term loan and the revolving
credit facilities. The recovery rating remains '1', indicating our
expectations for very high (90% to 100%, rounded estimate: 95%)
recovery in the event of a payment default."

The affirmation of the ratings reflects the fund's continued high
leverage burden, its near-term liquidity pressures, and its tight
cushion relative to its increasing interest coverage covenants.
Despite significant headwinds, S&P believes the company potentially
will be able to refinance its debt and extend some of its
maturities given the recent rebound in crude oil prices.

S&P said, "The negative outlook on Sheridan Fund I reflects our
expectations that the company could face difficulty meeting its
covenant requirements in the coming quarters as the required
interest coverage ratio increases. It also reflects our view that
the company will continue to face liquidity pressures with regard
to upcoming borrowing base redeterminations, as well as its
significant debt maturities next year.

"We are likely to downgrade the fund if the borrowing base is
reduced significantly further, which could add to liquidity
pressure, or if the company does not proactively address its
upcoming debt maturities. We could also lower the rating if the
company comes closer to breaching its interest coverage covenants.


"We apply "Corporate Methodology," published Nov. 19, 2013, in
conjunction with "Key Credit Factors For The Oil And Gas
Exploration And Production Industry," published Dec. 12, 2013, to
determine the rating on the debt the funds issue. Through the
application of those criteria, we view the oil and gas exploration
and production industry as having intermediate industry risk, given
its moderately high cyclicality risk and intermediate competitive
risk and growth.

"Given that the issuers are funds--and not corporate entities--we
use the section of the criteria, "Rating Private Equity
Companies’ Debt And Counterparty Obligations," published March
11, 2008, that applies to the analysis of liquidity of funds, in
conjunction with the corporate methodology. We apply the private
equity fund criteria pertaining to liquidity when investors'
ability to redeem shares or a defined time-period to liquidate
assets of the funds to repay debt has been set within our rating
horizon. We currently assess liquidity as "less than adequate" and
do not adjust this based on our private equity criteria."



SHERIDAN FUND II: S&P Affirms 'CCC+' ICR, Outlook Negative
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' long-term issuer
credit ratings on Sheridan Production Partners II-A, Sheridan
Investment Partners II, and Sheridan Production Partners II-M
(collectively referred to as "Sheridan Fund II"). The outlook
remains negative.

S&P said, "At the same time, we affirmed the issue ratings on the
revolving credit facility and the senior secured term loan at 'B'.
The recovery ratings on the revolving credit facility and the
senior secured term loan are '1', indicating we expect very high
(90%-100%, rounded estimate: 95%) recovery to creditors in the
event of a default. We also maintained the '2' recovery rating on
the subordinated term loan, indicating our expectation for
substantial recovery (70%-90%, rounded estimate: 85%) to creditors
in the event of a default, and affirmed the 'B-' issue rating.

"The rating affirmation reflects the lack of immediate pressure on
the fund given the borrowing base holiday until March 2019 and the
lack of short-term debt maturities. In our opinion, however, the
company could come under pressure once its borrowing base is
redetermined in the spring of next year. Because of the volatility
in oil prices and weak liquidity, Sheridan Fund II conducted a
number of discounted prepayments on its senior secured term loan
historically. We viewed these as tantamount to a default.
The negative outlook reflects our opinion that the company will be
dependent on favorable oil and gas prices to avoid another default
or restructuring once the borrowing base holiday expires. We
believe the company will use most of its cash flow on capital
expenditures over the next year and that liquidity will remain
limited.

"We could downgrade the company if we believe that a default
becomes imminent over the next 12 months. This could happen if oil
and gas prices decline and we believe it is likely that the company
will be unlikely to make interest payments, or if we believe that
the company will pursue further distressed restructurings of its
capital structure.

"We could upgrade the company if we believe that commodity prices
have stabilized at a higher level and the company is no longer
dependent upon favorable business conditions to avoid subsequent
defaults.

"We apply "Corporate Methodology," published Nov. 19, 2013, in
conjunction with "Key Credit Factors For The Oil And Gas
Exploration And Production Industry," published Dec. 12, 2013, to
determine the rating on the debt the funds issue. Through the
application of those criteria, we view the oil and gas exploration
and production industry as having intermediate industry risk, given
its moderately high cyclicality risk and intermediate competitive
risk and growth.

Given that the issuers are funds--and not corporate entities--we
use the section of the criteria, "Rating Private Equity Companies'
Debt And Counterparty Obligations," published March 11, 2008, that
applies to the analysis of liquidity of funds, in conjunction with
the corporate methodology. We apply the private equity fund
criteria pertaining to liquidity when investors' ability to redeem
shares or a defined time-period to liquidate assets of the funds to
repay debt has been set within our rating horizon. We currently
assess liquidity as "less than adequate" and do not adjust this
based on our private equity criteria."



SILGAN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Silgan Holding's Inc.'s Ba2
Corporate Family Rating, Ba2-PD probability of default rating and
SGL-2 Speculative Grade Liquidity Rating. The ratings outlook is
stable. Moody's also assigned Ba1 ratings to the senior secured
credit facilities after the company announced that it has extended
the maturities on the facilities by one year. In addition, in this
rating action, Moody's is correcting the issuer attribution for the
Ba1 Senior Secured Canadian Term Loan and Senior Secured Canadian
Revolving Credit Facility to reflect the appropriate issuing legal
entity, which should be Silgan Plastics Canada Inc. rather than
Silgan Holdings Inc. Moody's assigned a stable outlook to Silgan
Plastics Canada Inc.

Assignments:

Issuer: Silgan Holdings Inc.

Senior Secured Term Loan A, Assigned Ba1 (LGD2)

Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD2)

Issuer: Silgan Plastics Canada Inc.

Canadian Senior Secured Term Loan A, Assigned Ba1 (LGD2)

Canadian Senior Secured Revolving Credit Facility, Assigned Ba1
(LGD2)

Outlook Actions:

Issuer: Silgan Holdings Inc.

Outlook, Remains Stable

Issuer: Silgan Plastics Canada Inc.

Outlook, Changed To Stable From Rating Withdrawn

Affirmations:

Issuer: Silgan Holdings Inc.

Probability of Default Rating, Affirmed Ba2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba2

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)

Withdrawals:

Issuer: Silgan Holdings Inc.

Senior Secured Bank Credit Facilities, Withdrawn , previously rated
Ba1 (LGD2)

RATINGS RATIONALE

Silgan Holdings Inc. benefits from the consolidated industry
structure in the company's metals segment (food can and metal
closures) and strong market shares and contract structures in food
cans. Silgan also benefits from the significant onsite presence
with customers in the food can segment and the significant
percentage of custom products in the plastics segment. The company
remains focused on cost cutting and productivity. Silgan also
maintains good liquidity.

The credit profile is constrained by the company's acquisitiveness,
primarily commoditized product line and concentration of sales.
Furthermore, the low growth in the food can market and the
company's acquisition strategy will increase the overall business
and credit risk over time. Contracts in the closures and plastics
segments have relatively weaker terms than the food can segment.
Moreover, the industry structure for the plastics segments is
fragmented with significant competition.

Silgan's SGL-2 Speculative Grade Liquidity Rating reflects the
company's good liquidity characterized by good availability on the
company's revolver and adequate cash balances. The company usually
draws extensively on its revolver during the second and third
quarters to finance working capital due to the seasonality of its
production. Draws on the revolver can remain high into the fourth
quarter, as Silgan carries accounts receivable for some customers
beyond the end of the packing season. Seasonal working capital
requirements have been approximately $250-$400 million and were
funded through a combination of revolver draws and cash on hand.
The cash is expected to be held domestically in high quality
instruments and easily accessed. The multi-currency revolver
including $1.19 billion USD revolver and $15 million CAD revolver,
expires in May 2023. Annual amortization for the term loans starts
December 2019 and is 5%, 10%, 10%, 10%, and 10% with a bullet at
maturity on May 30, 2024. There are no other significant debt
maturities until the 5.5% senior unsecured notes mature in 2022.
The financial covenants for the proposed credit facilities include
a minimum interest coverage ratio and maximum total net leverage
ratio. The cushion under the covenants is adequate. Moody's expects
Silgan to continue to maintain sufficient cushion under its
financial covenants.

The stable outlook reflects an expectation that Silgan's credit
metrics will improve as the company benefits from completed
efficiency initiatives and debt reduction.

The rating could be upgraded if Silgan sustainably improves credit
metrics within the context of continued stability in the operating
and competitive environment. Specifically the ratings could be
upgraded if:

  -- Debt to EBITDA improves to below 3.8 times

  -- EBITDA to interest expense improves to over 5.5 times

  -- Funds from operation to debt improves to over 18.0%

Silgan's pro forma credit metrics are at the weak end of the rating
category and the company will need to execute on its operating and
integration plan and use its free cash flow accordingly to improve
credit metrics to a level commensurate with the rating category.
Additionally, continued acquisitions that alter the company's
business and operating profile or significant debt financed
acquisitions may also prompt a downgrade. The ratings could also be
downgraded if there is deterioration in the operating and
competitive environment. Specifically, the ratings could be
downgraded if:

  -- Adjusted debt to EBITDA remains above 4.2 times

  -- Funds from operation to debt declines below 15.5%

  -- EBITDA to interest expense declines to below 5.0 times.

Headquartered in Stamford, Connecticut, Silgan Holdings Inc.
(Silgan) is a manufacturer of metal and plastic consumer goods
packaging products including food cans, closures for food and
beverage products (both metal and plastic), and plastic containers
for the personal care, health care, shelf-stable food,
pharmaceutical, household and industrial chemicals industries.
Consolidated net revenue for the 12 months ended June 30, 2018 was
approximately $4.3 billion. Approximately 77% of sales are
generated in the United States with the remainder generated from
foreign operations. Approximately 30% of the outstanding stock is
owned by the two founders of the company.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.


SOUTHERN GRAPHICS: Moody's Lowers CFR to B3, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded its ratings for Southern
Graphics Inc., including the company's Corporate Family Rating to
B3 from B2 and Probability of Default Rating to B3-PD from B2-PD.
The ratings for its senior secured first lien credit facilities
were also downgraded (to B2 from B1) as well as the ratings for its
senior secured second lien credit facility (to Caa2 from Caa1). The
ratings outlook is stable.

The downgrades reflects Moody's expectation for continued pressures
on Southern Graphics' organic revenues and earnings within North
America (its largest end market) resulting in debt/EBITDA remaining
above 6.5x over the next 12-18 months.

Downgrades:

Issuer: Southern Graphics Inc.

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured First Lien Bank Credit Facility, Downgraded to B2
(LGD3) from B1 (LGD3)

Senior Secured Second Lien Bank Credit Facility, Downgraded to Caa2
(LGD6) from Caa1 (LGD6)

Outlook Actions:

Issuer: Southern Graphics Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Southern Graphics' B3 CFR broadly reflects its high leverage and a
relatively small revenue base in a challenging industry
environment. Moody's expects modest continued organic revenue
declines over the next 12-18 months but for the EBITDA impact to be
partially offset as the company realizes savings from cost
reduction initiatives, enabling it to sustain double-digit margins.
Moody's expects free cash flow will remain suppressed by further
upfront (albeit lower) cash spend for savings initiatives and that
some working capital challenges could persist resulting in negative
free cash flow for fiscal 2018 but that the company will generate
modestly positive free cash flow in 2019. Despite challenging
industry conditions, Southern Graphics maintains long-standing
customer relationships and an entrenched position for their
outsourced marketing processes for branded products as an
intermediary between its customers' brand managers, their
advertising companies, and their packaging printers. As customers
repackage their products into various shapes, sizes, and forms even
during challenging industry environments in efforts to meet
consumer preferences and garner their interests, the company
benefits from the SKU changes and is not directly impacted by
volume.

Moody's expects the company will maintain adequate liquidity over
the next twelve months supported by revolver availability and
modestly positive free cash flow generation. As of June 30, 2018,
the company had $9 million of cash and $21 million drawn under its
$75 million revolver due 2022.

The company's $75 million senior secured first lien revolving
credit facility due 2022 and $572 million senior secured first lien
term loan due 2022 are each rated B2, one notch above the CFR. The
notching reflects the priority lien on the collateral relative to
the $105 million senior secured second lien term loan due 2023
which is rated Caa2, two notches below the CFR.

The stable ratings outlook reflects Moody's expectation that
debt/EBITDA will remain high at over 6x during the next 12-18
months as challenging industry conditions persist resulting in
modest organic revenue declines.

Factors that could lead to a downgrade include EBITA/interest
approaching 1x; deterioration of liquidity; debt-funded
acquisitions; or meaningful decrease in revenue, including due to
loss of large customers.

Factors that could lead to an upgrade include debt/EBITDA under 6x
and financial policies supportive of leverage sustained at this
level; EBITA/interest over 1.75x; sustained profitable, organic
revenue growth; and improved liquidity and free cash flow to debt
sustained over 5%.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Southern Graphics, headquartered in Louisville, Kentucky, is a
privately-owned company that provides design-to-print graphics
services to branded consumer product goods companies and retailers.
The company is owned by Onex Partners. Revenue for the twelve
months ended June 30, 2018 was $534 million.


SPANISH BROADCASTING: Estimates Q3 Net Revenue of $33.5M to $34M
----------------------------------------------------------------
Spanish Broadcasting System, Inc., reported preliminary estimated
financial results for the third quarter ended Sept. 30, 2018.

Financial Highlights

For the third quarter of 2018, the Company currently estimates
consolidated Net Revenue to be between approximately $33.5 million
and $34.0 million, an increase of between 2% and 4% over 2017 and
Adjusted OIBDA, which excludes non-cash stock-based compensation,
to be between approximately $10.1 million and $10.8 million, an
increase of between 26% and 35% over 2017.  

Discussion and Results

"Our preliminary estimated third quarter results reflect the
continued strong performance of all of our major business units
with sustained revenue growth and Consolidated OIBDA projected to
be up approximately 35% over last year.  At nearly 40%, our
consolidated operating margin is again among the highest in the
industry and our respective major-market audience shares in New
York, Los Angeles, Miami and Puerto Rico are the best in the
Company's history.

"Looking to the fourth quarter, all business units are continuing
to exhibit positive traction, both in terms of core operations and
audience monetization.  Revenue pacings are currently up
double-digits and costs remain firmly under control.

"As we celebrate our 35th year of operations, after having recently
secured our official MBE (Minority Business Enterprise)
Certification, we fully expect 2018 to be a year of solid
operational and financial performance.

"We look forward to announcing our finalized third quarter results
within the next few weeks," commented Raul Alarcon, Chairman and
CEO.

                    About Spanish Broadcasting

Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format
genres.  SBS also operates AIRE Radio Networks, a national radio
platform which creates, distributes and markets leading
Spanish-language radio programming to over 250 affiliated stations
reaching 94% of the U.S. Hispanic audience.  SBS also owns MegaTV,
a television operation with over-the-air, cable and satellite
distribution and affiliates throughout the U.S. and Puerto Rico.
SBS also produces live concerts and events and owns multiple
bilingual websites, including www.LaMusica.com, an online
destination and mobile app providing content related to Latin
music, entertainment, news and culture.

The report from the Company's independent accounting firm Crowe
Horwath LLP, the Company's auditor since 2013, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the 12.5% Senior Secured Notes
had a maturity date of April 15, 2017.  Cash from operations or the
sale of assets was not sufficient to repay the notes when they
became due.  In addition, for the year ended Dec. 31, 2017, the
Company had a working capital deficiency and negative cash flows
from operations.  These factors raise substantial doubt about its
ability to continue as a going concern.

Spanish Broadcasting reported net income of $19.62 million for the
year ended Dec. 31, 2017, compared to a net loss of $16.34 million
for the year ended Dec. 31, 2016.  As of June 30, 2018, the Company
had $437.4 million in total assets, $538.6 million in total
liabilities and a total stockholders' deficit of $101.2 million.

                          *     *     *

In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System.

"We withdrew the ratings because we were unlikely to raise them
from 'D', based on SBS' ongoing plans to restructure its debt,"
said S&P Global Ratings' credit analyst Scott Zari.  S&P had
downgraded SBS to 'D' on April 21, 2017, following the company's
announcement that it didn't repay its $275 million 12.5% senior
secured notes that were due April 15, 2017, as reported by the TCR
on May 25, 2017.

In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'.  SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
default under the company's 12.5% senior secured notes due April
2017, said Moody's.


ST. CHARLES HOSPITAL: S&P Cuts GO Parity Debt Rating to 'B'
-----------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'B' from 'A' on
St. Charles Parish Hospital District No. 1, La.'s previously-issued
general obligation (GO) parity debt. The outlook is stable.

S&P said, "The rating action reflects the application of our "U.S.
And Canadian Not-For-Profit Acute Care Health Care Organizations"
criteria published March 19, 2018 on RatingsDirect. Previously, we
rated St. Charles' debt under our GO debt criteria. We view the
district's underlying credit quality as stable."

"The 'B' rating reflects our view of St. Charles' extremely thin
balance sheet, sizable debt levels, ongoing small hospital risks,
and significant competition in the broader market," said S&P Global
Ratings credit analyst Suzie Desai.

The stable outlook reflects S&P's view of St. Charles' management
agreement with Ochsner, including the improved operating
performance and ability to manage cash flow through discretionary
Medicaid payments to the state that can be slowed or even not paid
(per board direction) given St. Charles' very thin unrestricted
reserves.



STOP ALARMS: Trustee Hires Taylor English as Counsel
----------------------------------------------------
Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings,
Inc., and its debtor-affiliates, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Taylor English Duma LLP, as counsel to the Trustee.

The Trustee requires Taylor English to represent and provide legal
services to the Trustee in connection with the Chapter 11
bankruptcy case.

Taylor English will be paid at these hourly rates:

         Partners               $450
         Associates         $300 to $350
         Paralegals             $125

Taylor English will also be reimbursed for reasonable out-of-pocket
expenses incurred.

John W. Mills, III, a partner at Taylor English Duma, 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 Debtors and their estates.

Taylor English can be reached at:

     John W. Mills, III, Esq.
     TAYLOR ENGLISH DUMA LLP
     1600 Parkwood Circle, Suite 200
     Atlanta, GA 30339
     Tel: (404) 640-5955
     Fax: (770) 434-7376
     E-mail: JMills@taylorenglish.com

                  About Stop Alarms Holdings

Headquartered in Memphis, Tennessee, Stop Alarms --
http://www.stopalarmsystems.com/-- is a security company providing
security solutions for every aspect of security and life safety
across the residential and commercial marketplace. It provides home
security and automation via an Alarm.com enabled iPhone, iPad,
Android, and other mobile apps.

Stop Alarms Holdings, Inc., and affiliate Stop Alarms, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No.
17-57661) on April 28, 2017. Patrick Massey, president, signed the
petitions.  The cases are jointly administered.

Stop Alarms Holdings estimated assets of less than $500,000 and
liabilities of $1 million to $10 million.  SAI estimated assets of
less than $1 million and liabilities of $1 million to $10 million.

David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the
Debtors' bankruptcy counsel.  Alexander Thompson Arnold PLLC is the
Debtors' public accountants.

On July 27, 2017, Michael E. Collins was appointed as the Chapter
11 Trustee of Stop Alarms Holdings, Inc. The Trustee hires Taylor
English Duma LLP, as counsel.

An official committee of unsecured creditors has not been appointed
in the Chapter 11 cases.


TECHNOLOGY SOLUTIONS: Seeks to Hire Shulman Hodges as Counsel
-------------------------------------------------------------
Technology Solutions & Services, Inc., seeks authority from the
U.S. Bankruptcy Court for the Central District of California to
employ Shulman Hodges & Bastian LLP, as general bankruptcy counsel
to the Debtor.

Technology Solutions requires Shulman Hodges to:

   1. advise the Debtor with respect to its rights, powers,
      duties and obligations as a debtor in possession in the
      administration of this case, the management of its business
      affairs and the management of its property;

   2. advise and assist the Debtor with respect to compliance
      with the requirements of the Office of the United States
      Trustee;

   3. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with
      respect to its assets and with respect to the claims of
      creditors;

   4. represent the Debtor in any proceedings or hearings in the
      Bankruptcy Court related to bankruptcy law issues;

   5. conduct examinations of witnesses, claimants, or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts and pleadings related to the Debtor's
      Chapter 11 case;

   6. advise the Debtor regarding its legal rights and
      responsibilities under the Bankruptcy Code and the Federal
      Rules of Bankruptcy Procedure;

   7. assist the Debtor in the negotiation, preparation and
      confirmation of a plan of reorganization; and

   8. perform any and all other legal services incident and
      necessary as the Debtor may require of the Firm in
      connection with its Chapter 11 case.

Shulman Hodges will be paid at these hourly rates:

         Attorneys        $295 to $645
         Paralegals       $185 to $250

Prior to the Petition Date, the Debtor paid Shulman Hodges the
amount of $239,009.  Prior to the commencement of the bankruptcy
case, Shulman Hodges incurred total fees and costs of $222,491,
leaving a balance of $16,517, held in trust.

Shulman Hodges will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Leonard M. Shulman, partner of Shulman Hodges & Bastian LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Shulman Hodges can be reached at:

     Leonard M. Shulman, Esq.
     SHULMAN HODGES & BASTIAN LLP
     100 Spectrum Center Drive, Suite 600
     Irvine, CA 92618
     Tel: (949) 340-3400
     Fax: (949) 340-3000
     E-mail: lshulman@shbllp.com

             About Technology Solutions & Services

Technology Solutions & Services, Inc. -- http://www.tssius.com--
is a full service reverse logistics company. It offers a wide
variety of asset recovery solutions specific to mobile, IT and
consumer electronics industries. Technology Solutions team has over
20 years of experience dealing with high volume product
refurbishment; processing & sorting of customer return merchandise;
failure analysis, data collection & reporting; recalls, reworks &
re-kitting; EOL disposition & management; customized IT solutions;
scrap management & recycling; warehousing & fulfillment; discreet
remarketing; excess inventory management; product de-branding,
re-branding & relabeling; life cycle management of service parts;
in-house engineering support; and custom packaging solutions.  The
Company is headquartered in San Bernardino, California with
facilities in Mexicali, BC; Cd. Juarez, Chih; Calexico, CA; and El
Paso, TX.

Technology Solutions & Services, Inc., based in San Bernardino, CA,
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-18339) on
Oct. 2, 2018.  In the petition signed by Julio C. Garcia, Jr., CFO,
the Debtor disclosed $9,831,822 in assets and $30,190,109 in
liabilities as of the bankruptcy filing.  The Hon. Mark D. Houle is
the case judge.  Leonard M. Shulman, Esq., at Shulman Hodges &
Bastian LLP serves as bankruptcy counsel to the Debtor.


TLG CAPITAL: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: TLG Capital Development, LLC
           aka TLG Capital Developments
           aka TLG Capital Developments, LLC
        824 Masonic Avenue
        San Francisco, CA 94117

Business Description: TLG Capital Development, LLC is a privately
                      held company in San Francisco, California
                      engaged in activities related to real
                      estate.

Chapter 11 Petition Date: October 17, 2018

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Case No.: 18-31135

Debtor's Counsel: Nathan A. Schultz, Esq.
                  FOX ROTHSCHILD LLP
                  345 California St., Suite 2200
                  San Francisco, CA 94104
                  Tel: (310) 429-7128
                        415-364-5540
                  E-mail: nschultz@foxrothschild.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin Lee, member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at:

           http://bankrupt.com/misc/canb18-31135.pdf


TOISA LIMITED: Taps Reed Smith as English Law Counsel
-----------------------------------------------------
Toisa Limited seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Reed Smith LLP.

The firm will serve as English law counsel in connection with the
proposed transaction related to the sale of the Debtor's interests
in its wholly-owned subsidiaries, Sealion Shipping Limited, Sealion
do Brasil Navegacao LTDA and Sealion do Corcovado Navegacao LTDA,
and related assets.

Reed Smith will charge these hourly rates:

     Partners                GBP580 to GBP755
     Associates              GBP360 to GBP545
     Paralegals/Trainees     GBP175 to GBP330

Mark Sanders, Esq., a partner at Reed Smith, disclosed in a court
filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Sanders disclosed in court filings that his firm has not agreed to
a variation of its standard or customary billing arrangements, and
that no Reed Smith professional has varied his rate based on the
geographic location of the Debtor's bankruptcy case.  

Mr. Sanders also disclosed that his firm has not represented the
Debtor in the 12 months prior to the Petition Date.

Reed Smith has provided the Debtor with a budget and staffing plan
for the period ending Dec. 31, 2018 of estimated fees of GBP375,000
to GBP425,000, plus estimated disbursements of GBP20,000, Mr.
Sanders said in court filings.

The firm can be reached through:

     Mark Sanders, Esq.
     Reed Smith LLP
     The Broadgate Tower
     20 Primrose Street
     London, EC2A 2RS
     Tel: +44 (0)20 3116 3027
     Email: mrjsanders@reedsmith.com

                    About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.

Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017.  In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in
assets and liabilities.

Judge Shelley C. Chapman is the case judge.

Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors.  The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.

The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017.  The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel.  Blank Rome LLP, is the special maritime counsel.


UNITED RECYCLING: Hires Minsin Law as Bankruptcy Counsel
--------------------------------------------------------
United Recycling Services One, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Mincin Law,
PLLC, as bankruptcy counsel to the Debtor.

United Recycling requires Mincin Law to:

   a. institute, prosecute or defend any lawsuits, adversary
      proceedings and contested matters arising out of the
      bankruptcy proceeding in which the Debtor may be a party;

   b. assist in recovery and obtain necessary Court approval for
      recovery and liquidation of estate assets, and assist in
      protecting and preserving the same where necessary;

   c. assist in determining the priorities and status of claims
      and in filing objections thereto; and

   d. advise the Debtor and perform all other legal services
      which is necessary in the bankruptcy proceedings.

Mincin Law will be paid at the hourly rate of $350.

Mincin Law will be paid a retainer in the amount of $7,500.

Mincin Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David Mincin, a partner at Mincin Law, 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.

Mincin Law can be reached at:

     David Mincin, Esq.
     MINCIN LAW, PLLC
     7465 W. Lake Mead Blvd., Suite 100
     Las Vegas, NV 89128
     Tel: (702) 852-1957
     E-mail: dmincin@mincinlaw.com

                About United Recycling Services

United Recycling Services One, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 18-15923) on Oct. 1, 2018,
disclosing under $1 million in both assets and liabilities.  David
Mincin, Esq., at Mincin Law, PLLC, serves as counsel to the Debtor.


UNIVERSAL HEALTH: S&P Affirms 'BB+' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on U.S.
hospital operator Universal Health Services Inc. (UHS).

S&P said, "At the same time, we assigned our 'BBB-' issue-level
rating and '2' recovery rating to Universal's new $1 billion
revolving credit facility, $2 billion term loan A, and $500 million
term loan B. The '2' recovery rating indicates our expectations for
substantial (70%-90%; rounded estimate: 80%) recovery in a default.
We intend to withdraw the ratings on the existing revolver, term
loan A, and senior notes due in 2019 after the transaction
closes."

The ratings on Pennsylvania-based UHS reflect its well-established
conservative financial policies that keep leverage lower than that
of all its rated peers. The rating also considers third-party
reimbursement risk; its leading market position (particularly in
behavioral health) and its positioning in attractive markets for
its acute-care business.    

S&P Global Ratings' outlook on UHS is stable, reflecting its
expectation that the company will continue to increase revenues and
EBITDA, both organically and through acquisitions and development.
It also reflects its expectation that leverage will be sustained
between 2x and 3x.



VERITY HEALTH: Selling All Assets of Hospital Affiliates for $235M
------------------------------------------------------------------
Verity Health System of California, Inc., and its affiliated
debtors ask the U.S. Bankruptcy Court for the Central District of
California to authorize their bidding procedures and their Asset
Purchase Agreement dated Oct. 1, 2018 with purchaser, the County of
Santa Clara, in connection with the sale of all hospital assets for
approximately $235 million, subject to adjustment, subject to
overbid.

The Hospital Sellers are VHS, Verity Holdings, LLC, O'Connor
Hospital ("OCHC"), and Saint Louise Regional Hospital ("SLRH").
VHS, the Hospitals, and their affiliated entities ("Verity Health
System") operate as a nonprofit health care system, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, eleven medical office buildings, and a host of
medical specialties, including tertiary and quaternary care.  On
the Petition Date, the Debtors had approximately 850 inpatients.
The scope of the services provided by the Verity Health System is
exemplified by the fact that in 2017, the Hospitals provided
medical services to over 50,000 inpatients and approximately
480,000 outpatients.

Despite the infusion of capital and new management, it became
apparent that the problems facing the Verity Health System were too
large to solve without a formal court supervised restructuring.
Thus, despite VHS' great efforts to revitalize its Hospitals and
improvements in performance and cash flow, the legacy burden of
more than a billion dollars of bond debt and unfunded pension
liabilities, an inability to renegotiate collective bargaining
agreements or payor contracts, the continuing need for significant
capital expenditures for seismic obligations and aging
infrastructure, and the general headwinds facing the hospital
industry, make success impossible.  Losses continue to amount to
approximately $175 million annually on a cash flow basis.

Prior to the Petition Date, the Debtors engaged in substantial
efforts to market and sell their assets.  In June 2018, the Debtor
engaged Cain Brothers, a division of KeyBanc Capital Markets, to
identify potential buyers of some or all of the Verity hospitals
and related assets and commenced discussions with those potential
buyer.

By August 2018, as a result of its ongoing and broad marketing
process, Cain had received 11 Indications of Interest, and has
continued to develop potential sales.  The Debtors, in consultation
with Cain and its other advisors, selected this offer from one or
more stalking horse bidder(s) to acquire the Assets.

As indicated, the Stalking Horse APA was entered into between the
Debtors (VHS, Verity Holdings, OCHC and SLRH) and the Stalking
Horse Purchaser.

The salient terms of the Stalking Horse APA are:

     a. APA Parties: Verity Health System of California, Inc.,
Verity Holdings, LLC, O'Connor Hospital, and Saint Louise Regional
Hospital as the Sellers; and County of Santa Clara, a political
subdivision of the State of California, as the Purchaser

     b. Consideration: As consideration for the sale of the Assets,
Purchaser will pay to the Sellers an aggregate purchase price equal
to $235 million, subject to adjustment as described in the Stalking
Horse APA

     c. Purchased Assets: All Assets of Hospital Debtors

     d. Good Faith Deposit: $23.5 million

     e. Closing: Five business days following the satisfaction or
waiver of the conditions precedent to Closing set forth in Articles
7 and 8 of the Stalking Horse APA

     f. Bid Protections: (i) Breakup Fee - $9.4 million, (ii)
Expense Reimbursement - costs and expenses incurred by the
Purchaser related to its due diligence, and pursuing, negotiating,
and documenting the transaction(s) contemplated by the Stalking
Horse APA

     g. Waiver of Automatic Stay: The Sale Order will also provide
for a sale of the Assets free and clear of all claims, Excluded
Liabilities, and liens.  It will also provide for the waiver of the
automatic stay provisions of Bankruptcy Rules 6004 and 6006.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: To be established in the Bidding Procedures
Order

     b. Initial Bid: Greater than or equal to the sum of the value
offered under the Stalking Horse APA plus the amount of the
Break-Up Fee and $7.5 million

     c. Deposit: $23.5 million

     d. Auction: The Debtors will conduct the Auction of the
Offered Assets, as well as all other assets included in a Qualified
Bid, at the offices of Dentons US LLP, 601 South Figueroa Street,
Suite 2500, Los Angeles, California.

     e. Bid Increments: $7.5 million

     f. Sale Hearing: To begin in late November 2018

     g. Any party with a valid, properly perfected security
interest in any of the Purchased Assets may credit bid for the
Purchased Assets in connection with the Sale.

     h. The Stalking Horse Purchaser is deemed a Qualified Bidder
and the Stalking Horse APA is deemed a Qualified Bid, for all
purposes in connection with the Bidding Process, the Auction, and
the Sale.

A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:

        http://bankrupt.com/misc/Verity_Health_365_Sales.pdf

A hearing on the Motion is set for Oct. 24, 2018 at 10:00 a.m.
Objections, if any, must be filed no later than 14 days before the
date designated for the hearing.

The Purchaser:

          COUNTY OF SANTA CLARA
          County of Santa Clara
          70 West Hedding Street, 11th Floor
          San Jose, CA 95110
          Attn: Jeffrey V. Smith, M.D., J.D.

The Purchaser is represented by:

          James R. Williams, Esq.
          OFFICE OF THE COUNTY COUNSEL
          COUNTY OF SANTA CLARA
          70 West Hedding Street, East Wing, 9th Floor
          San Jose, CA 95110

                  About Verity Health System

Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care.  Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St.
Vincent
Medical Center in Los Angeles.  In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health.  Verity Health also includes Verity Medical
Foundation.  

With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.

Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018.  In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.  

Judge Ernest M. Robles presides over the cases.

The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.

The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.


W. JOSHUA LLC: Seeks to Hire Bruce Feinstein as Counsel
-------------------------------------------------------
W. Joshua LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of New York to employ the Law Offices of Bruce
Feinstein, as counsel to the Debtor.

W. Joshua LLC requires Bruce Feinstein to advise the Debtor
regarding its duties under the Bankruptcy Code and will provide
other legal services related to its Chapter 11 case.

Bruce Feinstein will be paid at these hourly rates:

     Attorneys                       $400
     Legal Assistants                $175

Bruce Feinstein will be paid a retainer in the amount of $15,000.

Bruce Feinstein will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Bruce I. Feinstein, a partner at the Law Offices of Bruce
Feinstein, 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.

Bruce Feinstein can be reached at:

     Bruce I. Feinstein, Esq.
     LAW OFFICES OF BRUCE FEINSTEIN
     86-66 110 Street
     Richmond Hill, NY 11418
     Tel: (718) 570-8100
     Fax: (718) 570-8012

                     About W. Joshua LLC

W. Joshua LLC is a real estate company that owns in fee simple a
two-family home located at 160 Tompkins Avenue, Brooklyn, New York,
valued by the Company at $1.1 million.

W. Joshua LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
18-44593) on Aug. 8, 2018.  In the petition signed by CEO Winston
Ellis, the Debtor disclosed $1,138,600 in assets and $522,347 in
liabilities as of the bankruptcy filing.  The Hon. Carla E. Craig
presides over the case.  The Law Offices of Bruce Feinstein serves
as bankruptcy counsel to the Debtor.


WALKER & DUNLOP: Moody's Alters Outlook on Ba2 CFR to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed Walker & Dunlop, Inc.'s senior
secured term loan and corporate family ratings at Ba2 and changed
the outlook on the ratings to Positive from Stable.

Outlook Actions:

Issuer: Walker & Dunlop, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Walker & Dunlop, Inc.

Corporate Family Rating, Affirmed Ba2

Senior Secured Term Loan, Affirmed Ba2, Positive From Stable

RATINGS RATIONALE

The affirmation of the ratings reflects the company's solid
franchise position, strong profitability, solid capital levels and
sound credit risk management. Offsetting these positives is the
company's high reliance on confidence-sensitive wholesale funding
and mono-line focus on the commercial real estate finance market.

Moody's revised Walker & Dunlop's outlook to positive reflecting
its expectation that the company will continue to strengthen its
solid franchise as well as generate strong profitability and solid
asset quality while maintaining its strong capital and current
funding profile. The positive outlook also reflects the resilience
of Walker & Dunlop's financial profile to withstand a significant
decline in its agency multifamily mortgage banking origination
business.

Walker & Dunlop is a commercial real estate finance company with a
long history in multifamily finance. The company's core business
consists of originating and servicing loans for apartment
communities backed by Fannie Mae and Freddie Mac. Over the last
several years, the company has broadened its commercial mortgage
brokerage and investment sales businesses. While the company
remains highly dependent on its GSE mortgage banking activity, the
expansion of its product offerings strengthens the company's
multifamily mortgage franchise and provides it with modest
additional revenue diversification.

The firm's business model faces some uncertainty surrounding the
future of Fannie Mae and Freddie Mac in multifamily finance. As
well, there is a high degree of competition from banks, conduits,
life companies and other financial entities.

Ratings could be upgraded if Walker & Dunlop maintains its
profitability such that net income to average assets is above 5%,
asset quality remains strong such that the percent of loans 60 or
more days delinquent is under 0.10%, and its capital levels remain
strong such that the ratio of tangible equity to tangible assets
remains above 20%.

Given the company's strong profitability, asset quality and capital
position, a downgrade is unlikely at this time. The ratings could
be downgraded if the company's profitability weakens whereby net
income to average assets is expected to remain below 4%, asset
quality worsens or capital levels worsen such that the ratio of
tangible equity to tangible assets is expected to remain below 16%.


The principal methodology used in these ratings was Finance
Companies published in December 2016.


WAVEGUIDE CORPORATION: Taps KPMG LLP as Tax Accountant
------------------------------------------------------
WaveGuide Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire a tax accountant.

The Debtor proposes to hire KPMG, LLP to complete its 2017 federal
and state tax returns.  The firm will be paid a fixed fee of
$8,000.

Joseph Middleton, a partner at KPMG, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.

KPMG can be reached through:

     Joseph Middleton
     KPMG, LLP
     Two Financial Center
     60 South Street
     Tel: +1 617-988-1000
     Fax: +1 617-507-8321

                    About WaveGuide Corporation

WaveGuide Corporation, a Delaware corporation based in Cambridge,
Massachusetts, is in the business of researching and developing its
hand-held micro-nuclear magnetic resonance (uNMR) platform
technology.  The WaveGuide uNMR combines proprietary molecular
spectroscopy and diagnostic techniques to provide a system to allow
diagnosis and analysis, including in remote settings, thereby
reducing cost and improving responsiveness to critical patient or
customer needs.

WaveGuide Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-12207) on June 12,
2018.  In the petition signed by Nelson K. Stack, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Joan N. Feeney presides over the
case.  Jeffrey D. Sternkklar LLC is the Debtor's bankruptcy
counsel.


WOODBRIDGE GROUP: Selling Bishop's Los Angeles Property for $11M
----------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their California Residential Purchase Agreement and Joint Escrow
Instructions dated as of July 15, 2018, with purchaser JGK Holding,
LLC, in connection with the sale of Bishop White Investments, LLC's
real property located at 9212 Nightingale Drive, Los Angeles,
Californi, together with the Seller's right, title, and interest in
and to the buildings located thereon and any other improvements and
fixtures located thereon, and any and all of the Sellers' right,
title, and interest in and to the tangible personal property and
equipment remaining on the real property as of the date of the
closing of the sale, for $11 million.

The Property consists of a single family home on an approximately
0.52 acre lot situated in Los Angeles, California.  The Seller
purchased the Property in January 2016 for a purchase price of
$13.2 million.  It intended to develop the Property by demolishing
the existing Improvements and constructing a high-end luxury home,
however, no such development was ever commenced and the existing
Improvements remain on the Real Property. Id. The Purchaser made an
all cash offer under the Purchase Agreement to acquire the Property
on an "as is" basis, with no financing contingencies.  The Property
has been formally listed on the multiple-listing service for over
60 days and has been heavily marketed, including through
advertisements in various publications.

The Debtors received a total of five offers for the Property
(including the Purchaser's offer).  The first three offers were in
the amounts of $11.5 million, $13 million, and $13,488,000, and the
Debtors countered all three of these offers at $14 million.  The
third bidder accepted the Debtors' counteroffer and went under
contract at $14 million, however, that contract was ultimately
terminated due to non-performance by the bidder.  

A fourth bidder made an offer in the amount of $12.1 million, which
the Debtors countered at $14.95 million.  The fourth bidder
responded by raising its offer to $12.3 million, which the Debtors
countered at $13 million and received no response.  The fifth offer
came from the Purchaser in the amount of $11 million and is
contingent on (and indivisible from) the substantially
contemporaneous offer from the Purchaser's principal to acquire
another property owned by the Debtors.

On July 16, 2018, the Purchaser made an all cash $11 million offer
on the Property, contingent on (and indivisible from) a
substantially contemporaneous high priced offer to acquire the
property owned by the Debtors at 805 Nimes Place.  On July 20,
2018, the Debtors countered the Purchaser's offer in the amount of
$14.4 million, however, the Purchaser held firm at $11 million.  On
Aug. 6, 2018, the Debtors made a third counter offer in the amount
of $11,000,000, subject to a shorter inspection period (reduced
from 30 days to 21 days), which the Purchaser ultimately accepted.

Thereafter, the Purchaser failed to waive all applicable
contingencies and raised certain concerns regarding the 805 Nimes
Place property.  In response the Debtors extended the contingency
period several times as the parties continued to negotiate.
Ultimately, on Sept. 26, 2018, the Purchaser and the Seller entered
into the First Amendment, pursuant to which, among other things,
the Purchaser agreed to provide an additional cash deposit  and
waive all contingencies (other than (i) the contingency that the
Sale Order be entered by October 31, 2018, (ii) the Nimes
Contingency, and (iii) a contingency related to title insurance
with respect to mechanics liens). Id. Under the Purchase Agreement
as amended, the Purchaser agreed to purchase the Property for $11
million, with an initial cash deposit of 3% of the purchase price
($330,000), an additional deposit in the form of the Amendment
Consideration in the amount of $770,000, and the balance of $9.9
million to be paid in cash at closing.  The initial cash deposit
and the Amendment Consideration are being held by A&A Escrow
Services, Inc. as the escrow agent.

In connection with marketing the Property, the Debtors worked with
Compass California, Inc., a non-affiliated third-party brokerage
company.  The Broker Agreement, as amended, provides the Seller's
broker with the exclusive and irrevocable right to market the
Property for a fee in the amount of 1% of the contractual sale
price and provides for a fee to a cooperating purchaser's broker in
the amount of 2.5% of the contractual sale price.  The Purchase
Agreement is signed by Tomer Fridman of Compass as the Seller's
agent and Johnathan Nash and Stephen Resnick of Hilton & Hyland as
the Purchaser's agent.

In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement.  The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the  Property.  They also rely on outside vendors for
escrow and title services in connection with property sales.  In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.

All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.

The Property is subject to liens for the benefit of Woodbridge
Mortgage Investment Fund 3, LLC and Woodbridge Mortgage Investment
Fund 3A, LLC, which secure indebtedness of the Seller to the Funds
in connection with the purchase of the Property.  The Funds have
consented to the Sale of the Property free and clear of the Fund
Liens.

The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property.  They further ask authority to pay the
Broker Fees by (i) paying 1% of gross sale proceeds to Compass out
of such proceeds and (ii) paying 2.5% of gross sale proceeds to
Hilton & Hyland out of such proceeds.

Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).  

A copy of the Agreements attached to the Motion is available for
free at:

   http://bankrupt.com/misc/Woodbridge_Group_2693_Sales.pdf

A hearing on the Motion is set for Oct. 24, 2018 at 10:00 a.m. (ET)
at 1:30 p.m. (ET).  The objection deadline is Oct. 12, 2018 at 4:00
p.m. (ET).

                    About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company.  Its
principal business is buying, improving, and selling high-end
luxury homes.  The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations.  The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.  Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions.  These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.

Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion.  The Chapter 11
cases are being jointly administered.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.  Beilinson Advisory Group is
serving as independent management to the Debtors.  Garden City
Group, LLC, is the Debtors' claims and noticing agent.

Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.

Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.

Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017.  On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.


WOODBRIDGE GROUP: Selling Diamond's Los Angeles Property for $30M
-----------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their California Residential Purchase Agreement and Joint Escrow
Instructions dated as of July 5, 2018, with buyer Frank Binder, in
connection with the sale of Diamond Cove Investments, LLC's real
property located at 1 Electra Court, Los Angeles, California,
together with the buildings located thereon and any other
improvements for $29.5 million.

The Property consists of a single family home on an approximately
4.4 acre lot situated in Los Angeles, California.  The Seller
purchased the Property in September 2017 for a purchase price of
$35.35 million.  It intended to demolish the Improvements and
develop the Property; however, no such development was ever
undertaken and the original Improvements still remain.  The
Purchaser made an offer under the Purchase Agreement to acquire the
Property on an "as is" basis. Accordingly, the Debtors have
determined that selling the Property now on an "as is" basis best
maximizes the value of the Property.

The Property has been marketed for sale and formally listed on the
multiple-listing service for over 120 days, and has been widely
marketed, including in various publications. The Property has
received one other offer (in addition to the Purchaser's offer).
That offer was for $21 million and was later raised to $26 million;
however, the Seller rejected the offer.  The Purchaser's offer to
acquire the Property under the Purchase Agreement for $29.5 million
is the highest and otherwise best offer the Debtors have received.


On July 5, 2018, the Purchaser made a $28 million offer on the
Property.  On July 15, 2018, the Debtors responded with a counter
offer in the amount of $34 million.  On Aug. 6, 2018, the Purchaser
responded by raising its offer to $29 million, and on Aug. 27,
2018, the Purchaser raised its offer again to $29.5 million.  On
Sept. 5, 2018, the Debtors responded with a second counter offer in
the amount of $31.5 million.  On Sept. 11, 2018, the Purchaser
indicated that its $29.5 million offer was its best and final
offer.  In response, the Debtors made a third counter offer
accepting the Purchaser's $29.5 million purchase price subject to a
shorter inspection period (reduced from 30 days to 14 days), which
the Purchaser accepted.  The Debtors believe that this purchase
price provides significant value, and accordingly, the Seller
countersigned the Purchase Agreement on Sept. 25, 2018.

Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $29.5 million, with an $885,000 initial cash deposit,
a loan in the amount of $10 million, and the balance to be paid as
a single cash down payment due at closing.  The deposit is being
held by A&A Escrow Services, Inc. as the escrow agent.

In connection with marketing the Property, the Debtors worked with
Compass California, Inc., a non-affiliated third-party brokerage
company.  The Broker Agreement provides the Seller's broker with
the exclusive and irrevocable right to market the Property for a
fee in the amount of 1% of the contractual sale price and provides
for a fee in the amount of 2% of the contractual sale price to a
cooperating buyer's broker.  The Purchase Agreement is signed by
Tomer Fridman of Compass as the Seller's broker and Darryl Wilson
of Rodeo Realty, Inc. as the Purchaser's broker.

In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement.  The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property.  They also rely on outside vendors for
escrow and title services in connection with property sales.  In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.

All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.

The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 4, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.

The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property.  They further ask authority to pay the
Broker Fees by paying the Seller's Broker Fee to Compass in an
amount not to exceed 1% of the gross sale proceeds out of such
proceeds and paying the Purchaser's Broker Fee to Rodeo in an
amount not to exceed 2% of the gross sale proceeds out of such
proceeds.

Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).  

A copy of the Agreements attached to the Motion is available for
free at:

   http://bankrupt.com/misc/Woodbridge_Group_2730_Sales.pdf

A hearing on the Motion is set for Oct. 24, 2018 at 10:00 a.m. (ET)
at 1:30 p.m. (ET).  The objection deadline is Oct. 17, 2018 at 4:00
p.m. (ET).

                    About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company.  Its
principal business is buying, improving, and selling high-end
luxury homes.  The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations.  The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.  Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions.  These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.

Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion.  The Chapter 11
cases are being jointly administered.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.  Beilinson Advisory Group is
serving as independent management to the Debtors.  Garden City
Group, LLC, is the Debtors' claims and noticing agent.

Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.

Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.

Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017.  On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.


WOODBRIDGE GROUP: Selling Heilbron's Los Angeles Property for $5.7M
-------------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their California Residential Purchase Agreement and Joint Escrow
Instructions dated as of Sept. 12, 2018, with purchaser Alexander
Dellal, in connection with the sale of Heilbron Manor Investments,
LLC's real property located at 2492 Mandeville Canyon, Los Angeles,
California, for $5.65 million.

The Property consists of a single family home on an approximately
1.5 acre lot situated in Los Angeles, California.  The Seller
purchased the Property in June 2015 for a purchase price of $6.3
million.  It intended to demolish the Improvements and develop the
Property; however, no such development was ever undertaken and the
original Improvements still remain.  

The Property has been marketed for sale and formally listed on the
multiple-listing service for over 130 days, and has been widely
marketed, including in various publications. The Purchaser's all
cash offer to acquire the Property under the Purchase Agreement is
the highest and otherwise best offer (and the only offer) the
Debtors have received.  Accordingly, the Debtors determined that
selling the Property on an "as is" basis to the Purchaser is the
best way to maximize the value of the Property.

On Sept. 12, 2018, the Purchaser made an all cash $5.45 million
offer on the Property.  On Sept. 13, 2018, the Debtors responded
with a counter offer in the amount of $5.65 million, which the
Purchaser accepted on Sept. 14, 2018. Thereafter, the Seller agreed
to give the Purchaser a $35,325 credit to the purchase price for
certain repairs.  The Debtors believe that this purchase price
provides significant value.

Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $5.65 million, with a $169,500 initial cash deposit,
and the balance of $5,480,500 to be paid as a single cash down
payment due at closing, less a $35,325 credit.  The deposit is
being held by A&A Escrow Services, Inc. as the escrow agent

In connection with marketing the Property, the Debtors worked with
Douglas Elliman of California, Inc., a non-affiliated third-party
brokerage company.  The Broker Agreement provides the Seller's
broker with the exclusive and irrevocable right to market the
Property for a fee in the amount of 2% of the contractual sale
price and provides for a fee in the amount of 2% of the contractual
sale price to a cooperating buyer's broker.  The Purchase Agreement
is signed by Ernie Carswell of Douglas Elliman as the Seller's
broker and Matt Freeman and Tami Pardee of Halton Pardee & Partners
as the Purchaser's broker.

In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement.  The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property.  They also rely on outside vendors for
escrow and title services in connection with property sales.  In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.

All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.

The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 4, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.

The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property.  They further ask authority to pay the
Broker Fees by paying the Seller's Broker Fee to Douglas Elliman in
an amount not to exceed 2% of the gross sale proceeds out of such
proceeds and paying the Purchaser's Broker Fee to Halton in an
amount not to exceed 2% of the gross sale proceeds out of such
proceeds.

Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).  

A copy of the Agreements attached to the Motion is available for
free at:

   http://bankrupt.com/misc/Woodbridge_Group_2707_Sales.pdf

A hearing on the Motion is set for Oct. 24, 2018 at 10:00 a.m. (ET)
at 1:30 p.m. (ET).  The objection deadline was Oct. 12, 2018.

                    About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company.  Its
principal business is buying, improving, and selling high-end
luxury homes.  The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations.  The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.  Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions.  These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.

Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion.  The Chapter 11
cases are being jointly administered.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.  Beilinson Advisory Group is
serving as independent management to the Debtors.  Garden City
Group, LLC, is the Debtors' claims and noticing agent.

Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.

Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.

Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017.  On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.


XO AMERICAS: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to XO Americas Holding
Inc.. Concurrently, Moody's assigned a B2 rating to the $280
million senior secured term loan B due 2023 issued by XO Management
Holding Inc. The outlook on the ratings is stable.

RATINGS RATIONALE

The assigned B2 CFR reflects its (i) strong market position in its
segment of the business aviation market, (ii) sizeable off-fleet
business provides flexibility in economic downturns and supports
high utilization, (iii) meaningful free cash flow (FCF) generation
supported by limited capital expenditures requirement due to focus
on operating used aircraft, and (iv) membership model enhances
customer retention and stabilizes parts of its revenue stream.

The rating is, however, constrained by (i) exposure to highly
cyclical industry, (ii) high leverage at around 5.2x debt / EBITDA
as adjusted by Moody's expected for 2018, (iii) geographic
concentration leaves the company prone to US business aviation
market developments, (iv) highly fragmented market, (v) small size
with revenues in the range of $350 million as per LTM ended June
2018.

STRUCTURAL CONSIDERATIONS

In the loss-given-default assessment, the group's proposed $280
million term loan B issued by XO Management Holding Inc. is rated
B2 in line with the CFR since the facility only ranks behind a
limited amount of priority US trade payables. Furthermore, the term
loan enjoys upstream guarantees from all material operating
subsidiaries except subsidiaries with less than 50% of voting
equity by XOJET. In addition, the term loan benefits from all
material assets serving as security as well as a parent guarantee
from Vista Global Holding.

LIQUIDITY

Moody's views XOJET's liquidity as adequate despite the absence of
a committed revolving credit facility since the next 12-18 months
liquidity sources are expected to be sufficient to cover liquidity
need. As of June 2018 the company had $66 million pro forma cash on
the balance sheet and the current transaction will result in
additional $8 million in cash. Furthermore, Moody's expect that
cash generated from operations over the next 18 months will add
additional $53 million which will be sufficient to cover the
company's liquidity needs including working cash, capital
expenditures, minor debt repayments and minority dividends.

OUTLOOK

The stable outlook reflects Moody's expectation that XOJET will
continue to operate at a high utilization rate and to gradually
grow its fleet with relatively low priced used aircraft. The rating
agency also expects a gradual entrance into other geographies
following the acquisition by Vista Global Holding to diversify its
markets and further optimize profitable on-fleet business by
managing regional peak seasons. Furthermore, Moody's expects the
company to improve leverage to a range of 4.5x to 5x debt / EBITDA
while expanding its fleet and diversify its geographic footprint
whilst maintaining at least an adequate liquidity profile.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could develop if XOJET establishes a
track record of improved credit metrics and shows its ability
through the cycle to (1) improve its leverage to below 4.5x, (2)
free cash flow to debt generation moves to high single digit
percentage range despite fleet expansion, (3) EBITA margin improves
toward mid-teen percentage range on a sustainable basis, and (4)
improving liquidity profile.

Likewise, downward pressure could arise if (1) leverage
deteriorates to above 5.5x debt / EBITDA, (2) failure to improve
EBITA margin o high single digit percentage territory in the next
12 to 18 months, and (3) negative free cash flow generation leading
to a deteriorating liquidity profile.

LIST OF AFFECTED RATINGS

Issuer: XO Americas Holding Inc.

Assignments:

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Outlook Actions:

Outlook, Assigned Stable

Issuer: XO Management Holding Inc.

Assignments:

BACKED Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Outlook, Assigned Stable

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

PROFILE

Headquartered in the USA, XO Americas Holding Inc. is the holding
company of a leading US business charter flights operator that
serves corporates and high net worth individuals. The company
offers flights either on its own aircraft ("on-fleet division") or
on a partner's aircraft ("off-fleet division") and generated
approximately $335 million revenues in 2017. XOJET was acquired by
Vista Global in September 2018 for $400m, financed by $280m senior
secured TLB entered on XO Management Holding Inc. level, and
equity. Vista Global is a holding company controlling XOJET and
VistaJet, the latter of which provides premium global flight
service to ultra-high net individuals and corporates on 72 owned
branded premium aircrafts and was founded in 2004 by Thomas Flohr
and generated $555 million revenues in 2017.


[*] Intrepid Partners, Rothschild Enter Into Strategic Alliance
---------------------------------------------------------------
Intrepid Partners, LLC, the advisory business of the energy-focused
merchant bank Intrepid Financial Partners, LLC, and Rothschild
Global Advisory, a division of Rothschild & Co, on Oct. 16, 2018,
announced a strategic alliance to collaborate on providing oil and
gas companies and investors in the United States and Canada with
best-in-class restructuring and debt advisory services.  The
strategic alliance brings together Intrepid Partners' highly
regarded capabilities and strong relationships in the North
American energy sector with Rothschild Global Advisory's worldwide
network of energy bankers and deep expertise in restructuring and
debt advisory, to provide North American energy firms and investors
with access to world class advice.

"Partnering with Rothschild Global Advisory will ensure that our
clients, investors and energy companies throughout the US and
Canada can receive the best restructuring and debt advice
possible," stated Skip McGee, co-founder and CEO of Intrepid
Financial Partners.  "This agreement allows us to further expand
the leading capabilities of our advisory practice and offer even
more to our network of energy clients and relationships.  We are
thrilled to be working with the distinguished team at Rothschild
Global Advisory."

Founded in 2015, Intrepid Financial Partners is an energy-focused
merchant bank with advisory and investing businesses across offices
in Houston and New York.  Its investing business makes primarily
private debt and equity investments through various investment
vehicles.  Intrepid Partners, its advisory business, provides a
full suite of advisory services including mergers and acquisitions,
restructuring, and capital raising.  Since its founding, Intrepid
Partners has advised on over $70 billion of announced
transactions.

With a deep understanding of financial markets, and an unrivalled
network of over 1,000 specialists in 40 countries across the globe,
Rothschild Global Advisory is a leading independent firm across M&A
and strategic advisory, and Financing Advisory encompassing Debt
Advisory, Restructuring, and Equity Advisory.  The firm's North
American business is recognized as a leader in restructuring advice
and execution and has advised on many of the region's most
high-profile and transformative transactions.  As Rothschild Global
Advisory continues to expand its capabilities and sector coverage
in North America, the alliance with Intrepid Partners will provide
the firm with greater access to energy companies and investors in
the region.  In 2017, Rothschild & Co ranked number one globally in
announced restructuring transactions and number two in completed
transactions, according to Thomson Reuters' Global Distressed Debt
& Bankruptcy Restructuring Rankings.

"This is an exciting partnership for us as we continue to grow our
Global Advisory business in North America," said Jimmy Neissa, Head
of Rothschild & Co North America.  "Skip and the principals at
Intrepid Partners have the right relationships and know-how within
the energy sector.  This alliance is a great fit for both firms and
we're looking forward to working with the team at Intrepid
Partners."

                 About Intrepid Financial Partners

Intrepid Financial Partners -- http://www.intrepidfp.com-- is a
merchant bank with Advisory and Investing platforms.  It works with
companies and investors in the energy sector to provide merger &
acquisition and restructuring advice and makes principal equity and
debt investments.  The firm leverages the deep industry knowledge,
relationships and capital-raising expertise of its principals on
behalf of its clients and investors.  Intrepid invests its own
capital alongside its clients.  Intrepid has offices in Houston and
New York.

                About Rothschild Global Advisory

With a team of approximately 3,500 talented financial services
specialists on the ground in over 40 countries across the world,
Rothschild & Co's integrated global network of trusted
professionals provide in-depth market intelligence and effective
long-term solutions for its clients in Global Advisory, Private
Wealth & Asset Management, and Merchant Banking.  Rothschild & Co
is family-controlled and independent and has been at the center of
the world's financial markets for over 200 years.

Rothschild Global Advisory, a division of the Rothschild & Co
group, designs and executes strategic M&A and financing solutions.
It combines the breadth of its advisory offering with a high volume
of transactions to achieve a unique understanding and perspective
into markets and participants worldwide.

Rothschild Global Advisory provides impartial, expert advice to
large and mid-sized corporations, private equity, families and
entrepreneurs, and governments through an unrivalled network of
1,000 industry and financing specialists in over 40 countries
worldwide.


[^] BOOK REVIEW: Macy's for Sale
--------------------------------
Author: Isadore Barmash
Paperback: 180 pages
List price: $34.95
Review by Henry Berry

Order your personal copy today at
http://www.beardbooks.com/beardbooks/macys_for_sale.html

Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it took
place in the 1980s.  At the center of Barmash's story is Edward S.
Finkelstein, Macy's chairman of the board and chief executive
office.  Sixty years old at the time, Finkelstein had worked for
Macy's for 35 years.  Looking back over his long career dedicated
to the department store as he neared retirement, Finkelstein was
dismayed when he realized that even with his generous stock
options, he owned less than one percent of Macy's stock.  In the
years leading up to his unexpected, bold takeover, Finkelstein had
made over Macy's from a run-of-the-mill clothing retailer into a
highly profitable business in the lead of the lucrative and growing
fashion and "lifestyle" field.

To aid him in accomplishing the takeover and share the rewards with
him, Finkelstein had brought together more than three hundred of
Macy's top executives.  To gain his support for his planned
takeover, Finkelstein told them, "The ones who have done the job at
Macy's are the ones who ought to own Macy's."  Opposing Finkelstein
and his group were the Straus family who owned the lion's share of
Macy's and employees and shareholders who had an emotional
attachment to Macy's as it had been for generations, "Mother
Macy's" as it was known.  But the opponents were no match for
Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives.  At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.

The takeover is dealt with largely in the opening chapter.  For the
most part, Barmash follows the decision making by Finkelstein, the
reorganization of the national company with a number of branches,
the activities of key individuals besides Finkelstein, Macy's moves
in the competitive field of clothing retailing, and attempts by the
new Macy's owners led by Finkelstein to build on their successful
takeover by making other acquisitions.  Barmash allows at the
beginning that it is an "unauthorized book, written without the
cooperation of the buying group." But as he quickly adds, his
coverage of Macy's as a business journalist and his independent
research for over a year gave him enough knowledge to write a
relevant and substantive book.  The reader will have no doubt of
this.  Barmash's narrative, profiles of individuals, and analysis
of events, intentions, and consequences ring true, and have not
been contradicted by individuals he writes about, subsequent
events, or exposure of material not public at the time the book was
written.

First published in 1989, the author places the Macy's buyout in the
context of the business environment at the time: the aggressive,
largely laissez-faire, Reagan era.  Without being judgmental, the
author describes how numerous corporations were awakened from their
longtime inertia, while many individuals were feeling betrayed,
losing jobs, and facing uncertain futures.

Isadore Barmash, a veteran business journalist and author, was
associated with the New York Times for more than a quarter-century
as business-financial writer and editor.  He also contributed many
articles for national media, Reuters America, and the Nihon Kenzai
Shimbun of Japan.  He has published 13 books, including a novel and
is listed in the 57th edition of Who's Who in America.


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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.

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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 2018.  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.

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