/raid1/www/Hosts/bankrupt/TCR_Public/181228.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, December 28, 2018, Vol. 22, No. 361

                            Headlines

1 GLOBAL CAPITAL: In Advance Buying Customer List for $105K
ADVANTAGE ENERGY: Trustee's $5.5M Sale of All AEJV's Assets Okayed
ARCHDIOCESE OF ST PAUL: Officially Out of Bankruptcy
ARGON CREDIT: Trustee Files Fraud Suit Against Ex-Managers, Owners
ATP OIL: Marubeni Bid to Exclude Expert Testimony Partly Granted

BAKER MANUFACTURING: Sets Bidding Procedures for All Assets
BH SUTTON: Court Dismisses Malpractice Suit vs R. Kalikow, et al.
BLACK IRON: Wells Fargo Rail Wins Summary Judgment Bid
CASCADES INC: S&P Affirms 'BB-' ICR Amid New $175MM Term Loan
CENTURY TOWNHOMES: Seeks Feb. 11 Exclusivity Period Extension

CHF COLLEGIATE: S&P Cuts Rating on 2016A/B Housing Bonds to 'BB'
CHRISTIAN RADABAUGH, SR: Giving Shasta Adequate Protection
CURAE HEALTH: Transferring Revenue Cycle Services to MedHost
DAVID GOLDMAN: Comeaus Buying Tampa Property for $335K
DTV INC: Interim Cash Collateral Use is Continued Through Feb. 14

ELITE FITNESS: Exclusive Plan Filing Period Extended to April 8
ENBRIDGE ENERGY: DBRS Puts BB(high) on Jr. Sub. Notes on Review
FALLS EVENT: Trustee Selling TFCP's Cedar Park Property for $1.8M
FIRSTENERGY SOLUTIONS: Jan. 15 Auction of West Lorain Assets Okayed
FLOYD SQUIRES: Examiner Selling Eureka Propty. to Tripodi for $185K

FRANK INVESTMENTS: Delays Plan to Continue Negotiations
GABRIEL SAN ROMAN: Tipping Buying Stony Brook Property for $530K
GLANSAOL HOLDINGS: Julep to Close 2 Sites, Fire 102 Employees
GLEACHER & CO: To Make Sixth and Final Liquidating Distribution
GRAND VIEW FINANCIAL: Seeks Feb. 15 Exclusivity Period Extension

GYMBOREE GROUP: Reportedly Preparing Bankruptcy Loan
HARD ROCK EXPLORATION: Trustee Selling All Assets to Pillar for $9M
IHEARTMEDIA INC: Settlement Reached in Shareholder Suit
III EXPLORATION: Bankr. Court Confirms Amended Plan of Liquidation
JAMES SKEFOS: $225K Sale of Memphis Properties to IPS Approved

LA PALOMA GENERATING: Trustee Appeal Withdrawn from Mediation
LOTUS STORES: Seeks 45-Day Extension of Plan Filing Period
MACBETH DESIGNS: Court Partly Grants VVL Bid for Additional Relief
MAINE TOOL: Has Final Authority to Use BSB Cash Collateral
MEEKER NORTH: Seeks March 21 Plan Solicitation Period Extension

MESABI METALLICS: Court Grants SMR Bid to Dismiss Cliffs Suit
MICRON TECHNOLOGY: S&P Alters Outlook to Pos. & Affirms 'BB+' ICR
NMS FABRICATION: Seeks Dec. 31 Exclusive Filing Period Extension
NORTHERN CROSS: To Close Business, Commence Liquidation
PATRIOT NATIONAL McIntire Plaintiffs' Bid to Centralize Suits Nixed

PETTERS COMPANY: G. Boosalis Objection to Jury Instruction Nixed
PJ REAL ESTATE: S100 Buying Bowie Property for $370K
POST PRODUCTION: Periscope Buying All Assets for $500K
RELAY SHOE: Rockport Eyes Exciting 2019
RELAY SHOE: Wants to Maintain Plan Exclusivity Through March 11

RELAY SHOE: Wins Confirmation of Liquidating Plan
RESIDENTIAL CAPITAL: Trust Modifies Incentive Compensation
ROBERT RAEL: 10th Cir. Affirms Denial of Bid to Junk Trustee Suit
SEARS HOLDINGS: Takes $443-Mil. in Charges from Store Closures
SKYPATROL LLC: Delays Filing of Plan for Outcome of Litigation

SOUTHEASTERN GROCERS: Winn-Dixie May File Plan Until March 22
STRUSS FARMS: Seeks April 22 Exclusive Plan Filing Extension
TERRACE HOUSING: Suit vs HUD Remanded to Bankruptcy Court
UW OSHKOSH FOUNDATION: Board's Bid for Stay of Judgment Granted
VISITING NURSE: Exclusive Plan Filing Period Extended to June 11

WALDRON DEVELOPMENT: Seeks Jan. 10 Exclusivity Period Extension
WAYPOINT LEASING: Agrarflug Helilift Buying Bell 412SP Helicopter
WOODBRIDGE GROUP: $700K Sale of Sherman Oaks Property Approved
WOODBRIDGE GROUP: Selling Riley's Beverly Hills Property for $13M
[*] BOOK REVIEW: Risk, Uncertainty and Profit


                            *********

1 GLOBAL CAPITAL: In Advance Buying Customer List for $105K
-----------------------------------------------------------
1 Global Capital, LLC, and 1 West Capital, LLC, ask the U.S.
Bankruptcy Court for the Southern District of Florida to authorize
the sale of the Customer List other than in the ordinary course of
business to Advance Service Group, LLC, doing business as In
Advance Capital, for $105,000, subject to higher and better bids.

Before the Petition Date, a principal component of the Debtors'
business operations involved the sourcing and funding of merchant
cash advances ("MCAs") typically in an amount of up to $500,000
with small businesses operating in multiple states.  Each Merchant
provided the Debtors with information for the purposes of applying
for and obtaining an MCA for use in the Merchant's business.  The
Debtors compiled and maintained (i) a list of Merchants who applied
for and were funded MCAs and the data collected in connection with
the applications for and performance of these funded MCAs and (ii)
a list of Merchants who applied for but did not obtain funding of
MCAs and the data collected in connection with the applications for
these non-funded MCAs ("Customer List").

After the Petition Date, the Debtors, in their business judgment,
decided to cease sourcing and funding new MCAs.  Having ceased
sourcing and funding new MCAs, the Customer List is no longer
useful in their remaining principal business operation of
maintaining and collecting its existing MCA portfolio.  

The Customer List nonetheless remains a valuable asset of their
estates in at least two respects.  First, third-party
merchant-cash-advance businesses may be willing to purchase the
Customer List to use in their sourcing and funding new third-party
MCAs.  Second, placing the Customer List in the hands of such a
purchaser would advance the Debtors' efforts to operate and collect
on their existing MCA portfolio insofar as existing Merchants of
the Debtors paid off their MCAs with the Debtors as part of
sourcing and funding new MCAs from the third-party purchaser of the
Customer List.

Accordingly, the Debtors, in consultation with the Committee,
commenced a process to sell the Customer List.  After negotiating
at arms'-length and in good faith with the two potential stalking
horse bidders and after consultation with the Committee, the
Debtors determined in their business judgment that the offer made
by In Advance was the highest and best.  Accordingly, the Debtors
and In Advance, as the Stalking Horse Bidder, entered into their
Asset Sale and Purchase Agreement, dated as of Dec. 11, 2018, for
the sale of the Customer List pursuant to section 363 of the
Bankruptcy Code, subject to higher and better bids.

The Stalking Horse APA provides for payment of an earnest money
deposit in the amount of $25,000 (which has been remitted to the
Debtors as of the date of the Motion), and, as more fully set forth
therein, a purchase price comprised of an advanced payment in total
amount of $105,000 to be credited against commission fees based on
the performance of the Customer List.  In the event that the
Debtors close a sale of the Customer List to a purchaser other than
the Stalking Horse Bidder, the Stalking Horse APA provides for a
break-up fee and expense reimbursement in the amount of $15,000.

Now that the Debtors have obtained the Stalking Horse APA they
desire to proceed quickly to an Auction to stimulate further
competitive bidding among the interested purchasers and any other
party interested in submitting a bid in accordance with the Bidding
Procedures.  The Debtors, in consultation with the Committee, have
determined in their business judgment not to seek an order
approving the Bidding Procedures in advance of the Auction.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Jan. 7, 2019 at 3:00 p.m. (ET)

     b. Initial Bid: At least the same value as provided for in the
Stalking Horse APA, plus minimum initial overbid in the amount of
$25,000

     c. Deposit: $25,000

     d. Auction: The Auction will take place on Jan. 8, 2019, 10
a.m. (ET), in the offices of the Debtors' counsel in Miami,
Florida.

     e. Bid Increments: The Qualified Bidders may then submit
successive bids excess of the minimum bid increment to be
determined by the Debtors at the Auction.

     f. Sale Hearing: Jan. 9, 2019, at 1:30 p.m. (ET)

     g. Closing:

     h. Deadline for Written Objections to Sale: Jan. 7, 2019 at
4:30 p.m. (ET)

     i. Selection of Qualified Bidders: Jan. 7, 2019 at 5:00 p.m.
(ET)

In the event that the Debtors determine they have not timely
received more than one Qualified Bid, then they will not hold the
Auction and will ask approval at the sale hearing of the Sale to
the Stalking Horse Bidder pursuant to the Stalking Horse APA.
The Debtors ask authority to convey the Customer List to the
Successful Purchaser free and clear of all claims and interests.

The Debtors ask that the Order be effective immediately by
providing that the 14-day stay under Bankruptcy Rules 6004(h) and
any similar stay are waived.

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

    http://bankrupt.com/misc/1_Global_Capital_400_Sales.pdf

The Purchaser:

         ADVANCE SERVICE GROUP, LLC
         1430 Broadway, Ste 402
         New York, NY 10018
         Attn: Chris Gravagna
         E-mail: chris@inadvancecap.com

The Purchaser is represented by:

         Steven Zakharyayev, Esq.
         LAW OFFICE OF STEVEN ZAKHARYAYEV, PLLC
         1430 Broadway, Ste 402
         New York, NY 10018
         E-mail: steven@empirerecover.com

                      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.

The U.S. Trustee for Region 21 on Sept. 7, 2018, appointed seven
creditors to serve on an official committee of unsecured creditors.
The Committee tapped Stichter, Riedel, Blain & Postler, P.A. as
its legal counsel; Conway MacKenzie, Inc. as financial advisor
along with Dundon Advisers, LLC, as co-financial advisor.


ADVANTAGE ENERGY: Trustee's $5.5M Sale of All AEJV's Assets Okayed
------------------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Loretta Cross, the Chapter 11 trustee
for Advantage Energy Joint Venture ("AEJV"), to sell substantially
all assets to RW Bayfront, LLC, for $5.5 million.

The sale is free and clear of all liens, claims, interests and
encumbrances.

The Debtor, the Trustee, Red River and the Purchaser will be
responsible for their own fees, expenses to professionals, advisors
and agents as set forth in the APA.

Upon closing, the net Sale proceeds will be deposited into the
Trustee's Account.

The amounts up to and under no circumstances in excess of those set
forth on the Waterfall Analysis are approved, and the Trustee is
authorized to use or reserve from the net Sale proceeds to pay or
reserve for the expenses and costs only as set forth in the
Waterfall Analysis, together with any and all taxes due secured by
a personal property or sales tax lien on the Assets, provided,
however, that, prior to making any distributions in accordance with
the Waterfall Analysis, the Trustee will file with the Court one or
more reconciliations of the net Sale proceeds, cash held by AEJV,
cash held by Red River, previous distributions, proposed unpaid
sale expenses, Trustee's fees, Trustee's unpaid allowed
professional fees and other amounts to be paid under the Waterfall
Analysis prior to asking to make any such distributions set forth
in the Waterfall Analysis, unless otherwise permitted to be paid
under an express term of the Order.

The Parties in interest will have 10 days after the Distribution
Notice has been filed to file an objection to the Distribution
Notice, in which case, the Court will set a hearing to consider
approval of the Distribution Notice.  Notwithstanding the
foregoing, as to the tax lien claims that must be paid at Closing,
on Dec. 21, 2018, the Trustee will file a proposed Distribution
Notice as to such tax claims that the Trustee intends to pay and
the Trustee may make distributions to any such tax lien claimant at
Closing unless the Trustee receives an objection to the payment of
any such tax lien claim prior to Closing, but no later than Dec.
27, 2018.  If a timely objection to the Tax Distribution Notice is
filed, then the Court will set a hearing to consider approval of
the Tax Distribution Notice.

Notwithstanding anything else in the order to the contrary, if
Closing fails to occur by Dec. 28, 2018, the consent to the
Waterfall Analysis is withdrawn and Woodforest and Verde's security
interests in the Sale proceeds is in no way diminished or affected
by the Order.

The Trustee is authorized, and does consent to the sale of the
Assets under the Master Lease by Red River, to the extent such
Assets are owned by or lease to Red River to Purchaser, however,
the Trustee reserves claims against Red River under the Master
Lease as described in the APA.

Woodforest Bank and Verde Springs, in their capacity as creditors
of AEJV, the holder of claims against Red River, and in their
capacity as creditors of Red River, will not take any action (as a
collateral assignee or direct creditor of Red River) to set aside
the proposed Sale of the Purchased Assets.

The Court has determined that the stay imposed by Bankruptcy Rules
6004(h) will not apply to the transactions contemplated by the
Order and any such stay is waived for good cause shown, and the
Order will be effective and enforceable immediately upon entry.

The sale transaction contemplated and by the APA must close by Dec.
28, 2018 to no later than Dec. 31, 20182.  A telephonic hearing to
consider further orders necessary to effectuate the sale is set for
Dec. 28, 2018 at 10:00 a.m.

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

   http://bankrupt.com/misc/Advantage_Energy_238_Order.pdf

               About Advantage Energy Joint Venture

Consultants International Services LP and Meredith Interests
Consulting LP filed an involuntary Chapter 11 petition against
Advantage Energy Joint Venture on July 26, 2017 (Bankr. S.D. Tex.
Case No. 17-34469).  The petitioners are represented by Gregg K.
Saxe, Esq., in Houston, Texas.

Judge Jeff Bohm oversees the case.  

On Sept. 21, 2017, the court denied an application to dismiss the
involuntary petition and thereafter entered an order for relief.

Loretta Cross was appointed Chapter 11 trustee for the Debtor.  The
trustee hired Stout Risius Ross, LLC, as her financial advisor.


ARCHDIOCESE OF ST PAUL: Officially Out of Bankruptcy
----------------------------------------------------
The Catholic Spirit reports that the Archdiocese of St. Paul and
Minneapolis' Chapter 11 bankruptcy case was formally closed in U.S.
Bankruptcy Court Dec. 21, 2018, three months after a $210 million
reorganization plan was approved by U.S. Bankruptcy Judge Robert
Kressel.

On Sept. 25, 2018, Judge Kressel approved the Plan that was
proposed by the Archdiocese and the Official Unsecured Creditors
Committee.  The Plan is based on a consensual agreement to
establish a trust fund totaling approximately $210 million that
will be available for the resolution of the bankruptcy claims.  Of
the $210 million, $170 million is from insurance carriers.  The
archdiocese will also pay $1 million annually for five years to the
trust established for distributing funds to victims/survivors.

In January 2015, the archdiocese filed for bankruptcy protection in
the wake of mounting claims of clergy sexual abuse dating back as
far as the 1940s.  Ultimately 453 claims were filed against the
archdiocese during the claim-filing period.

In a Dec. 21, 2018 message to clergy and archdiocesan staff,
Archbishop Hebda said he was sharing the news "with great
gratitude."

A copy of the Plan Confirmation Order is available at
https://is.gd/TWw1fy

A full-text copy of the Second Amended Disclosure Statement is
available at:

        http://bankrupt.com/misc/mnb15-30125-1224.pdf

              About the Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3,999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC, d/b/a Alliance Management, as
financial advisor; Lindquist & Vennum LLP as attorney; Regnier
Consulting Group, Inc., as loss reserve analyst; and
CliftonLarsonAllen LLP, as accountant.

The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors.  Ginny Dwyer was appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.  The Committee tapped
Lamey Law Firm, P.A., as its conflict counsel.

Other dioceses across the county have commenced Chapter 11
bankruptcy cases to address and settle claims from current and
former parishioners who say they were sexually molested by priests.


ARGON CREDIT: Trustee Files Fraud Suit Against Ex-Managers, Owners
------------------------------------------------------------------
Princeton Alternative Funding Management LLC (PAFM) on Dec. 18,
2018, disclosed that the Bankruptcy Trustee for Debtors Argon
Credit LLC and Argon X LLC (Argon), Eugene Crane, filed two
complaints against the managers and owners of Argon alleging fraud
and breach of fiduciary duties.  PAFM asserts one of its funds was
defrauded by Argon.

"These filings by Argon's bankruptcy trustee confirm what we've
been contending—Argon committed fraud against our company," said
PAFM CEO Jack Cook.

In the first complaint filed on December 14, 2018 in the U.S.
Bankruptcy Court in Chicago, Argon's trustee Eugene Crane asserts
that, "During the course of the Debtors' limited business
operations spanning approximately two years, Argon Credit's
officers and members of its board of managers repeatedly breached
their fiduciary duties of loyalty and care to the Debtors and to
the Debtors' creditors by:

   (i) scheming to funnel assets away from the Debtors and their
creditors,

  (ii) transferring assets to insiders;

(iii) double-pledging assets to the Debtors' secured lender and an
insider's lender;

(iv) knowingly submitting false or misleading financial
information to the Debtors' secured lender, including a false
accounts receivable report;

(v) paying themselves exorbitant "commissions" without disclosure
to or approval of the Debtors' board of managers,

(vi) using company funds to pay for personal expenses unrelated to
the Debtors' business operations; and,

(vii) authorizing the Debtors to enter into purported loans with
investors which were really contributions of equity and authorizing
equity distributions to those investors at a time when the Debtors
were insolvent."

In the second complaint filed against Joseph Canfora's Margon LLC,
James Uihlein's Little Owl Argon LLC, Mark Triffler's Triffler
Trust, and Barry Edmonson's Cardinal Trust, Crane's complaint
contends,

"This action arises out of a series of transactions between Argon
Credit and the Defendants by which the Defendants purportedly
loaned funds to Argon Credit and Argon Credit made supposed
principal and interest payments to the Defendants totaling more
than $2.5 million on account of those purported loans.  However,
Argon Credit and the Defendants also entered into simultaneous
subscription agreements by which the Defendants received equity in
Argon Credit for no additional consideration and which was
commensurate with the amount of their purported loans.  In reality,
these supposed loans were disguised equity contributions and Argon
Credit's principal and interest payments to Defendants were
actually equity distributions."

Princeton Alternative Funding Management LLC provides capital for
businesses that make consumer loans in the non-prime market.

                      About Argon Credit

Argon Credit LLC and Argon X LLC filed chapter 11 petitions (Bankr.
N.D. Ill. Case Nos. 16-39654 and 16-39655) on Dec. 16, 2016.  The
petitions were signed by Raviv Wolfe, chief executive officer.  The
Debtors are represented by Matthew T. Gensburg, Esq., and Philip E.
Groben, Esq., at Dale & Gensburg, P.C.  The cases are assigned to
Judge Timothy A. Barnes.

Argon Credit LLC estimated assets at $1 million to $10 million and
liabilities at $50 million to $100 million.  Argon X LLC estimated
assets at $10 million to $50 million and liabilities at $50 million
to $100 million.



ATP OIL: Marubeni Bid to Exclude Expert Testimony Partly Granted
----------------------------------------------------------------
District Judge Nancy F. Atlas granted in part and denied in part
Marubeni Oil & Gas USA, Inc.'s motion in limine and supplemental
motion in limine to exclude expert testimony in the case captioned
TOTAL E&P USA, INC., Plaintiff, v. MARUBENI OIL & GAS USA, INC.,
Defendant, Civil Action No. H-16-2671 (S.D. Tex.).

Total is a corporation engaged in the oil and gas industry. Prior
to July 1, 2006, Total owned an undivided 25.834% interest in the
Canyon Express Pipeline System ("CEPS") on the Outer Continental
Shelf. The management and operation of the CEPS was governed by the
CEPS Operating Agreement executed by the CEPS owners on June 1,
2000.

On July 1, 2006, Total assigned all its rights in the CEPS to ATP
Oil & Gas Corporation. In August 2012, ATP filed a petition
pursuant to Chapter 11 of the United States Bankruptcy Code. In
February 2014, United States Bankruptcy Judge Marvin Isgur entered
a Final Order approving the sale of ATP's interest in the CEPS to
MOGUS. In connection with the resolution of ATP's bankruptcy
proceeding, an overriding royalty interest ("ORRI") in an oil and
gas field referred to as Mississippi Canyon Block 348 ("MC 348")
from Bennu Oil & Gas LLC ("Bennu") was divided equally between
MOGUS and an Abandonment Fund. Any Abandonment Fund proceeds would
be used to offset any decommissioning costs attributable to ATP's
obligation for those decommissioning costs.

Total filed the lawsuit seeking a declaratory judgment that it has
no legal obligation to reimburse MOGUS for the decommissioning
costs. The Court granted summary judgment in favor of MOGUS and
against Total, rejecting Total's arguments (1) that it had no
liability for its share of the decommissioning costs and (2) that,
in any event, ATP in the settlement of the bankruptcy proceeding
fully satisfied any obligation Total may have for a share of the
costs. Additionally, the Court held that certain expert testimony
offered by Total and challenged by MOGUS is not relevant to any
issue remaining in the case.

Subsequently, at the Court's direction, Total filed an "Advisory
Notice Concerning Scope of Issues for Damages Trial" identifying
issues on which it wanted to introduce expert testimony or other
evidence at trial. In response, with leave of Court, MOGUS filed
its Motion in Limine. MOGUS also filed its Supplemental Motion,
addressing issues that were the subject of the Court's August 28,
2018 Memorandum and Order regarding Total's experts.

The Court previously ruled on the admissibility of Dallas Davis's
testimony. Davis is a mechanical engineer specializing in offshore
oil and gas operations. MOGUS's current motion focuses on Davis's
opinion that Total is not liable for decommissioning costs
attributable to hydrate remediation during decommissioning.

The Court has held that Total is legally obligated to pay its
proportionate share of the decommissioning costs of the CEPS. The
CEPS Operating Agreement requires MOGUS to conduct the abandonment
of the CEPS "as required by law and any governmental authority . .
. ." The BSEE regulations define "decommissioning" as "returning
the lease or pipeline right-of-way to a condition that meets the
requirements of regulations of BSEE and other agencies that have
jurisdiction over decommissioning activities." It is undisputed
that, to comply with this regulation, MOGUS needed to conduct
hydrate remediation. Because governmental authorities, through
regulation, required the pipeline to be flushed and filled with
seawater, which required the hydrate remediation, as part of the
abandonment and decommissioning operations, the costs for the
hydrate remediation are decommissioning costs under the CEPS OA.
Davis's opinions that Total is not liable for the cost of hydrate
remediation because it was not part of the decommissioning costs
are contrary to the unambiguous language of the parties' contract
and, therefore, are excluded. Additionally, the opinions relate to
Total's liability, an issue that has been decided by the Court on
summary judgment.

Total offers expert opinions from Cougevan on accounting and
auditing issues, and MOGUS does not object to Cougevan offering
those accounting opinions. MOGUS objects in the current motion in
limine to Cougevan's opinions relating to "routine and ongoing
expenses incurred to maintain and operate CEPS, including expenses
related to Williams Field Services. MOGUS argues that Cougevan's
opinion on this issue is an improper legal conclusion regarding the
proper interpretation of the governing contracts between MOGUS and
Williams.

The Court holds that Cougevan's proffered opinions regarding the
meaning of the Memorandum of Understanding and the Service
Agreement constitute improper legal conclusions. On this basis,
these opinions are excluded.

In the Advisory, Total asserts that "MOGUS could have avoided all
of the costs associated with abandoning CEPS by conveying it to
Shell." Initially, it is highly speculative whether negotiations
with Shell which ended in 2013 could have resulted in the sale of
the CEPS to Shell, and whether that sale would have "avoided all of
the costs associated with abandoning CEPS." Moreover, as discussed
above in connection with Sewell's opinions regarding supplemental
bonding by ATP, opinions regarding the sale of CEPS to Shell are
not relevant because any duty to mitigate damages arises under
Alabama law "subsequent to the wrongful act of the defendant."
MOGUS was not required to mitigate damages in 2013 by selling the
CEPS to Shell, well before Total's 2016 refusal to pay its share of
decommissioning costs. On each of these bases, evidence regarding
any potential sale of the CEPS to Shell is excluded.

In sum, the proposed expert testimony challenged by MOGUS in the
Supplemental Motion is not relevant to any issue remaining in this
lawsuit. Additionally, evidence regarding the Bennu ORRI and the
prior negotiation for a sale of the CEPS to Shell is excluded and
will not be presented to the jury at trial.

A copy of the Court's Memorandum and Order dated Dec. 6, 2018 is
available at https://bit.ly/2QNlIuu from Leagle.com.

TOTAL E&P USA, Inc., Plaintiff, represented by Charles R. Eskridge,
III --
charleseskridge@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Christopher Landau -- chrislandau@quinnemanuel.com
-- Quinn Emanuel et al, Carl Richard Hennies --
carlhennies@quinnemanuel.com -- Quinn Emanuel et al, Jonathan Tyler
Sink -- jonathansink@quinnemanuel.com -- Quinn Emanuel et al, Karl
S. Stern -- karlstern@quinnemanuel.com -- Quinn Emanuel Urquhart
Sullivan, Kate Kaufmann Shih -- katekaufmann@quinnemanuel.com --
Quinn Emanuel Urquhart & Sullivan, LLP & Katherine Heather Kunz --
katherinekunz@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP.

Marubeni Oil & Gas (USA), Inc., Defendant, represented by Jacob
Kennedy Weixler, Schonekas Evans McGoey & McEachin LLC, Joelle F.
Evans -- joelle@semmlaw.com -- Schonekas Evans et al, Kyle
Schonekas -- kyle@semmlaw.com -- Schonekas Evans et al, Holly
Occhipinti Thompson, Looper Goodwine, Taylor Paige Gay --
tgay@loopergoodwine.com -- Looper Goodwine PC, Taylor P. Mouledoux,
Looper Goodwine, Lindsey Marie Johnson o–
ljohnson@loopergoodwine.com -- Looper Goodwine, P.C. & Paul Joseph
Goodwine -- pgoodwine@loopergoodwine.com -- Looper Goodwine.

                       About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation was an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC, serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York MellonTrust
Co. as agent.  ATP's other debt includes $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.  Trade suppliers have  claims for $147 million,
ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy,
in New York, represents the Creditors Committee as counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26,
2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.


BAKER MANUFACTURING: Sets Bidding Procedures for All Assets
-----------------------------------------------------------
Baker Manufacturing Co., Inc., asks the U.S. Bankruptcy Court for
the Western District of Louisiana to authorize the bidding
procedures in connection with the sale of substantially all of its
assets at auction.

The Debtor has been losing money in recent months and, therefore,
there is an urgent need to expedite the sale process in order to
preserve the value of the asset for the Debtor's estate.  Before
the commencement of the Chapter 11 Case, it retained the services
of Legacy Capital, LLC to determine the best manner to maximize the
value of the Assets for the estate.  After consultation with is
professionals, including Legacy, the Debtor has determined that the
sale of the Assets is in the best interests of its estate.  To
attract the best and highest offers available in the market, with
Legacy's assistance, the Debtor has initiated a process to market
its Assets.

In order to maximize value for all of its stakeholders, with Court
authority, the Debtor intends to offer the Assets for sale
according to a bidding process that is intended to obtain the
higher and better offers on an expedited basis.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Feb. 1, 2019 at 5:00 p.m. (CT)

     b. Purchase Price: Each Bid must clearly set forth the
purchase price in U.S. dollars to be paid for each individual Asset
subject to the applicable asset package, including and identifying
separately any cash and non-cash components.

     c. Deposit: 10% of the Purchase Price

     d. Auction: The Auction will take place at 10:00 a.m. (CT on
Feb. 5, 2019, at the offices of Jones Walker LLP, 201 St. Charles
Ave., 52nd Floor, New Orleans, LA 70170, or such later date and
time as selected by the Debtor.

     e. Bid Increments: $50,000

     f. Sale Hearing: Feb. 12, 2019 at TBD (CT)

     g. Any Bidder who has a valid and perfected lien on any assets
of the Debtor's estate and has the right and power to credit bid
claims secured by such liens, will have the right to credit bid all
or a portion of the value of such Secured Creditor's claims within
the meaning of Bankruptcy Code section 363(k).

The sale will be free and clear of all liens, claims, interests or
encumbrances, with all such liens, claims, interest or encumbrances
attaching to the proceeds from the Sale.

To facilitate the Sale and the assumption and assignment of certain
executory contracts and unexpired leases, the Debtor will serve the
Assumption and Assignment Notice on all non-debtor parties to the
Assumed Contracts, tollowing entry of the Sale Procedures Order.
Within one business day following the later of the Bid Deadline or,
if held, the Auction, the Debtor will file the Successful Bid
Notice.  The Assumption and/or Cure Objection deadline is Feb. 11,
2018 at 12:00 p.m. (CT).

Pursuant to Bankruptcy Code sections 105(a), 363, and 365,
Bankruptcy Rules 2002, 6004, 6006, and 9014, in the Sale Motion,
the Debtor asks the entry of the following two orders:

     a. the Bidding Procedures Order that (i) approves bidding
procedures in connection with the proposed sale of the Debtor's
assets and the assumption and assignment of certain executory
contracts and unexpired leases, including approval of the proposed
Bid Protections, (ii) schedules an auction, at which the Debtor
will solicit bids for the Sale pursuant to the Bidding Procedures,
(iii) schedules the Sale Hearing to approve the Sale, and
establishes a deadline for filing objections to the Sale; (iv)
approves the form and procedures related to the Notice of Auction
and Sale Hearing; and (v) approves the procedures related to the
Notice of Successful Bid; and

     b. upon completion of the Sale Hearing, an order that
authorizes the Sale of the Assets, (i) free and clear of any and
all liens, claims, and interests of any kind, nature or
description, with such Liens attaching to the proceeds of the Sale
in their lawful rank and priority, and (ii) granting related
relief.

Finally, the Debtor asks the Court to waive the 14-day stay period
under Bankruptcy Rule 6004(h) and order that, if and when entered,
the Sale Order be effective immediately.

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

     http://bankrupt.com/misc/Baker_Manufacturing_107_Sales.pdf

                 About Baker Manufacturing Company

Baker Manufacturing Company, Inc. --
http://www.bakermanufacturing.com/-- is a manufacturer and
supplier of institutional furniture for large-scale government and
private sectors.  JRB Studio, a Baker Manufacturing brand, is in
the business of designing and manufacturing height-adjustable
tables.

Baker Manufacturing Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 18-81104) on Nov. 5,
2018.  In the petition signed by CEO Charles Martin, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.  

The Hon. John W. Kolwe is the case judge.  

The Debtor tapped Jones Walker LLP as its legal counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 20, 2018.  Stewart Robbins & Brown,
LLC, is the committee's legal counsel.


BH SUTTON: Court Dismisses Malpractice Suit vs R. Kalikow, et al.
-----------------------------------------------------------------
The Supreme Court of New York County granted the Defendants' motion
and dismissed the case captioned BAUHOUSE GROUP I, INC., BH SUTTON
OWNER LLC (A DELAWARE LLC), SUTTON OPPORTUNITY, JOSEPH BENINATI,
CHRISTOPHER JONES, DANIEL LEE, Plaintiffs, v. RICHARD KALIKOW,
WILLIAM FRIED, HERRICK FEINSTEIN, LLP, Defendants, Docket No.
158277/2017, Motion Seq. No. 001 (N.Y. Sup.).

In this legal malpractice action, Defendants Richard R. Kalikow,
William R. Fried, and Herrick Feinstein, LLP collectively moved to
dismiss the complaint of plaintiffs Bauhouse Group I, Inc., BH
Sutton Owner, LLC.

The action arose out of a failed residential real estate
development project which resulted in several federal and state
court actions. The facts of the underlying dispute have been set
forth in extensive detail in a post-trial decision from a related
adversary proceeding filed in the United States Bankruptcy Court of
the Southern District of New York, In re BH Sutton Mezz LLC.

Plaintiffs commenced the action in September 2017, asserting claims
for professional negligence and/or legal malpractice, fraud under
New York Judiciary Law section 487, and breach of contract.

The complaint alleged that Plaintiffs retained Defendants to
represent them in the Project in November 2014. During this period
of representation, Kalikow introduced Plaintiffs to, and assisted
them in obtaining financing for the Project from Lenders, who were
principals of Gamma Funding, LLC and related to Kalikow. Kalikow
allegedly failed adequately to inform Plaintiffs that he was
related Lenders and that Defendants represented the Lenders on
various other real estate matters, both of which constitute
unwaivable conflicts of interest. To cover up these purportedly
un-waivable conflicts, Defendants allegedly drafted and "coerced"
Bauhouse to sign the Waiver Letter.

Plaintiffs alleged that these conflicts were neither properly
explained by Defendants nor adequately waived by Plaintiffs. The
complaint also alleged that Defendants negligently put Plaintiffs
into commercial transactions which were inconsistent with
traditional commercial business transactions and which were
guaranteed to fail.

Defendants argued that the complaint fails to state a claim for
legal malpractice because: (1) it fails to plead that Defendants'
alleged misconduct was the proximate cause of Plaintiffs' financial
loss; and (2) an inadequately waived conflict of interest is
insufficient alone to support a malpractice claim.

In opposition, Plaintiffs argued that neither res judicata nor
collateral estoppel apply because none of the parties in this
action were parties to the Bankruptcy Proceeding and because the
legal malpractice claim against Defendants was not litigated and
decided in that action. Plaintiffs also argue that the complaint
adequately states a malpractice claim.

Plaintiffs' argument that collateral estoppel cannot apply because
the issue of Defendants' malpractice was not litigated in the
Bankruptcy Proceeding is without merit. Although there was no
malpractice claim asserted against Defendants in the Bankruptcy
Proceeding, the Bankruptcy Decision necessarily decided and
"addressed issues identical to those raised by" Plaintiffs'
malpractice claim here.

While Defendants have met their initial burden of proof, Plaintiffs
have failed to meet their burden of demonstrating that they lacked
a fair opportunity to litigate these issues or to contest the
Bankruptcy Decision. Therefore, Plaintiffs here are precluded from
relitigating the findings, including the complaint's allegations
that Defendants negligently put Plaintiff's into risky commercial
transactions that were guaranteed to fail, that Defendants failed
to explain the risks involved in entering into these financing
transactions, and that Defendants and Lenders were engaged in a
loan-to-own scheme.

The remaining allegations in the complaint underlying the
malpractice claim are that: Defendants had unwaivable conflicts of
interest while representing Plaintiffs because Kalikow was related
to Lenders and because Defendants' represented Lenders in other,
unrelated matters; these conflicts were not adequately explained or
waived; and Defendants coerced Bauhouse to sign the inadequate
Waiver Letter.

Here, the complaint does not contain factual allegations sufficient
to establish that the purportedly ill-explained unwaivable
conflicts of interest were the proximate cause of any alleged harm
to Plaintiffs.

Moreover, the complaint is devoid of any factual allegations to
support the Plaintiffs' contention that Defendants coerced Bauhouse
into executing the Waiver Letter.

In sum, to the extent that Plaintiffs' allegations survive the
application of collateral estoppel, they nevertheless fail to state
a cause of action for malpractice. The complaint, therefore, is
dismissed in its entirety.

A copy of the Court's Decision and Order dated Dec. 4, 2018 is
available at https://bit.ly/2GAIHEo from Leagle.com.

           About BH Sutton and Sutton 58 Owner

New York City-based BH Sutton Mezz LLC filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016.
The petition was signed by Herman Carlinsky, president.  The Hon.
Sean H. Lane presides over the case.  Joseph S. Maniscalco, Esq.,
at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its
restructuring effort.  The Debtor estimated assets at $100 to $500
million and debts at $10 million to $50 million.

Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016.  Sutton Owner
estimated assets at $100 million to $500 million and debts at $100
million to $500 million.  Sutton Owner's business consists of the
ownership and operation of these real properties: (a) 428, 430 and
432 East 58th Street, New York, New York, 10022, including all air
rights and inclusionary air rights related thereto; and (b) the
cooperative apartments identified as 1R, 2D and 2N located at 504
Merrick Road, Lynbrook, New York 11583.  Sutton Owner seeks to
retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at
Lamonica Herbst & Maniscalco, LLP, as its counsel.

Both cases are jointly administered.

The Debtors' businesses consisted of the development of a 950-foot
building in midtown Manhattan in the historic Sutton Place
neighborhood located at 428, 430 and 432 East 58th Street, New
York, New York 10022.


BLACK IRON: Wells Fargo Rail Wins Summary Judgment Bid
------------------------------------------------------
Bankruptcy Judge William T. Thurman granted Wells Fargo Rail's
motion for summary judgment in the case captioned WELLS FARGO RAIL
CORPORATION f/k/a FIRST UNION RAIL CORPORATION and HELM PACIFIC
LEASING, Plaintiff, v. BLACK IRON, LLC; CML METALS CORPORATION;
P.I.C. RAILROAD, INC. d/b/a CML RAILROAD, INC.; and GILBERT
DEVELOPMENT CORPORATION, Defendant, Adversary Proceeding No.
17-2088, Consolidated with Adv. Pro. No. 17-2094 (Bankr. D. Utah).

Wells Fargo Rail sought summary judgment in its favor dismissing
all claims brought against it by Black Iron for storage fees and
trespass. Black Iron filed an objection to the motion on Nov. 12,
2018.

This dispute arose out of a lease transaction involving railcars
and locomotives used in a mining venture near Cedar City, Utah. In
general, the Court is called upon to make a determination of
whether Wells Fargo Rail should be assessed storage fees for the
railcars and locomotives that are on railroad tracks situated on
Black Iron's land.

Black Iron asserted that it is entitled to an award of storage fees
against Wells Fargo Rail on five grounds. They are: (1) breach of
contract; (2) breach of contract implied in fact; (3) unjust
enrichment; (4) warehouse lien; and (5) trespass. The first four
causes of action are based on the argument that Wells Fargo Rail
should pay Black Iron for storing the Equipment for at least three
years now, while the trespass cause of action is based on the
argument that Wells Fargo Rail has failed to remove the Equipment
after the Property was transferred from CML Metals to Black Iron.

The factual record, in this case, is lengthy and complex but fairly
clear. Wells Fargo Rail has properly supported its motion for
summary judgment. Black Iron has stated that several elements of
this case require factual findings, but it did not assert
sufficient facts that would raise a genuine dispute about any
material facts or that could support factual findings in its favor
or defeat the motion of Wells Fargo Rail.

The claims that Black Iron asserts against Wells Fargo Rail under
theories of breach of contract, contract implied in fact, unjust
enrichment or a warehouse lien are premised on the assumption that
Wells Fargo Rail wanted to leave its Equipment on Black Iron's
Property. However, the evidence submitted shows that Wells Fargo
Rail did not want to leave its Equipment on the Property. Wells
Fargo Rail spent considerable effort and money to coordinate the
retrieval effort, hire the personnel, perform inspections and
repair, and otherwise work towards removing its Equipment. Black
Iron did not raise a genuine issue of material fact that would
support its assertion that Wells Fargo Rail agreed with Black Iron
for storage services.

While the claim of trespass requires a determination of
reasonableness, the record is clear enough that the Court is able
to and does determine that Wells Fargo Rail's efforts were
reasonable; Black Iron's deadline to remove the Equipment was
influenced more by the filing of a lawsuit than by a judicious
consideration of how much time would reasonably be necessary to
remove the Equipment. Therefore, Wells Fargo Rail's motion for
summary judgment is granted.

A copy of the Court's Memorandum Opinion dated Dec. 4, 2018 is
available at https://bit.ly/2GydH7K from Leagle.com.

Black Iron, LLC, Plaintiff, represented by Dana T. Farmer --
dfarmer@djplaw.com -- Durham Jones & Pinegar, Penrod W. Keith --
pkeith@diplaw.com -- Durham Jones & Pinegar & Ralph R. Mabey --
rmabey@kmclaw.com -- Kirton McConkie.

Helm-Pacific Leasing & Helm Financial Corporation, Defendants,
represented by Troy J. Aramburu -- taramburu@swlaw.com -- Snell &
Wilmer L.L.P., Bret R. Evans -- bevans@swlawl.com -- Snell &
Wilmer, L.L.P., Douglas Farr -- dfarr@swlaw.com -- Snell & Wilmer
L.L.P., David E. Fox , Moore & Van Allen & Amy F. Sorenson --
asorenson@swlaw.com -- Snell & Wilmer.

Wells Fargo Rail Corporation, Defendant, represented by Troy J.
Aramburu , Snell & Wilmer L.L.P., Bret R. Evans, Snell & Wilmer,
L.L.P., Douglas Farr, Snell & Wilmer L.L.P., David E. Fox, Moore &
Van Allen, Matthew L. Lalli, Snell & Wilmer & Amy F. Sorenson,
Snell & Wilmer.

Helm-Pacific Leasing, Helm Financial Corporation & Wells Fargo Rail
Corporation, 3rd Party Plaintiffs, represented by Troy J. Aramburu,
Snell & Wilmer L.L.P., Bret R. Evans, Snell & Wilmer, L.L.P.,
Douglas Farr, Snell & Wilmer L.L.P., David E. Fox, Moore & Van
Allen & Amy F. Sorenson, Snell & Wilmer.

CML Metals Corporation & PIC Railroad, Inc., 3rd Pty Defendants,
represented by Brian M. Rothschild -- brothschild@parsonsbehle.com
-- Parsons Behle & Latimer.

                    About Black Iron

Black Iron, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
In the petition signed by Steve L. Gilbert, its manager, the
Debtor estimated its assets and debt at $1 million to $10 million.

The Hon. William T. Thurman is the case judge.

The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq.,
at Kirton McConkie P.C., as bankruptcy counsel.  The Debtor tapped
Gary Thorup, Esq., at Durham Jones, to serve as its special
litigation counsel; WSRP, LLC, as its accountant; and Alysen
Tarrant as its environmental consultant.


CASCADES INC: S&P Affirms 'BB-' ICR Amid New $175MM Term Loan
-------------------------------------------------------------
S&P Global Ratings affirms its 'BB-' issuer credit rating and
'positive' outlook on Cascades. S&P said, "At the same time, we
affirmed our 'BB+' issue-level rating, with a '1' recovery rating,
on the company's senior secured debt (ABL). We also affirmed our
'BB-' issue-level rating, with a '4' recovery rating, on the
company's senior unsecured notes."

The affirmation on the Cascades ratings follows the company's
announcement to add a new US$175 million term loan, which will rank
pari passu with Cascades' asset-based revolving credit facility
(ABL). Proceeds from the loan will be used to reduce draws under
the ABL, with no incremental debt. The size of Cascades' authorized
bank facility, including the ABL and new term loan, is now close to
C$1 billion (up from C$750 million). With the addition of the new
term loan, S&P expects the company will have limited capacity for
additional priority-ranking debt without negatively affecting the
issue-level and recovery ratings on its unsecured debt.

Cascades generated strong operating results year-to-date Sept. 30,
2018, supported by favorable industry trends in containerboard. S&P
expects the trend to continue in 2019, with adjusted debt-to-EBITDA
likely in the low-3x area in 2019. S&P's ratings also incorporate
the sensitivity of the company's credit measures to historically
volatile selling prices and input costs (namely old corrugated
containers[OCC]). For instance, a US$15 per metric ton (/ton)
change in the price of OCC (all else being equal) affects EBITDA by
about C$30 million in Cascades' North American activities and moves
leverage by 0.3x. To put into context, OCC prices have fluctuated
to about US$70/ton currently from about a peak of US$175/ton in
2017.

S&P said, "The positive outlook reflects our expectation that
industry fundamentals will remain favorable in the containerboard
segment at least over the next 12 months and contribute to steady
improvement in Cascades' credit measures. We estimate that the
company will generate adjusted debt-to-EBITDA in the low-3x area in
2019. We expect continuing favorable packaging margins and debt
repayment will underpin the improvement, but also account for
potential volatility in input costs and packaging prices.

"We could revise the outlook to stable if we expect Cascades to
generate and sustain an adjusted debt-to-EBITDA ratio above 3.5x.
This could occur if EBITDA and cash flow generation come under
pressure from increased input costs or lower selling prices.
Leverage could also increase above our threshold if capital
expenditures increase beyond our expectations or the company raises
debt to fund acquisitions.

"We could upgrade Cascades if we expect continued improvement in
the company's operating performance, combined with lower debt that
would enable the company to sustain adjusted debt-to-EBITDA below
3.5x. In this scenario, we would expect prices, input costs, and
the company's capital expenditures to remain about in line with our
assumptions."


CENTURY TOWNHOMES: Seeks Feb. 11 Exclusivity Period Extension
-------------------------------------------------------------
Century Townhomes Association asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for a short extension of sixty
days of the exclusivity period for the Debtor to file a plan of
reorganization to Feb. 11, 2019.

The Debtor is an unincorporated homeowners' association for
residential townhomes located in Clairton, Pennsylvania, known as
Century Townhomes. Because all of the units are connected to one
water meter, the Debtor is responsible for the assessment and
payment of water bills for the entire development, including fees
assessed by Pennsylvania American Water and the Clairton Municipal
Authority ("CMA").

The first meeting of creditors was held on December 12, 2018.

The Debtors have engaged in ongoing discussions with PA American
Water and the CMA regarding the Debtor's plan of reorganization,
and the parties have agreed that an extension of sixty days to file
a plan of reorganization and of the exclusivity period is warranted
to continue discussions related to the plan.

                About Century Townhomes Association

Century Townhomes Association is a Pennsylvania non-profit
corporation that operates a homeowners association for residential
townhomes located in Clairton, Pennsylvania, known as Century
Townhomes.  Century Townhomes was a project of Action Housing,
Inc., designed to provide affordable housing in the City of
Clairton.  The development consists of over 425 residential
townhomes, owned by individual homeowners, landlords who rent units
to leaseholders, and a non-profit organization that provides
housing to individuals with disabilities in its units.

Century Townhomes Association sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21925) on May 10,
2018.

In the petition signed by Eric Hatchett, president, the Debtor
estimated assets of less than $100,000 and liabilities of less than
$500,000.  Judge Jeffery A. Deller presides over the case.  The
Debtor hired Campbell & Levine, LLC as its legal counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


CHF COLLEGIATE: S&P Cuts Rating on 2016A/B Housing Bonds to 'BB'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB' from 'BBB-'
on New Hope Cultural Education Finance Corp., Texas' series 2016A
and taxable series 2016B student housing revenue bonds, issued for
CHF Collegiate Housing Corpus Christi II LLC, Ala. (CHF-Corpus
Christi II). The outlook is negative.

At the same time, S&P Global Ratings revised its outlook to
negative from stable and affirmed its 'BBB-' rating on CHF
Collegiate Housing Corpus Christi I LLC, Ala.'s (CHF-Corpus Christi
I) series 2014 bonds, issued by the corporation.

"The rating downgrade and negative outlook on the CHF-Corpus
Christi II bonds reflect our opinion of management's projected debt
service coverage of 1.06x for fiscal 2019, which would result in a
debt service coverage covenant violation," said S&P Global Ratings
credit analyst Mary Ellen Wriedt. "Additionally, we expect
continued pressure on occupancy at the project as a result of
recent declines in enrollment at Texas A&M University-Corpus
Christi and the competitive landscape with other housing options
for students in the area."

The affirmation of the rating on the CHF-Corpus Christi I bonds
reflects S&P's opinion of management's projected debt service
coverage (DSC) of 1.22x for fiscal 2019 and adequate occupancy at
the project despite declines in enrollment at the university.
"The negative outlook on the CHF-Corpus Christi I bonds reflects
risk that during the next two years lower-than-forecast occupancy
could pressure DSC," Ms. Wriedt continued.

The negative outlook on the CHF-Corpus Christi I bonds reflects S&P
Global Ratings' expectation that during the next two years,
occupancy could be insufficient to generate DSC above 1.2x. S&P
said, "In addition, we expect the university to stabilize and grow
enrollment. Credit factors that could lead to our lowering the
rating on these bonds include lower-than-targeted occupancy
resulting in net project operating revenue that pressure DSC. In
addition, we might consider a lower rating if future on-campus
housing plans were to differ significantly from current plans, if
off-campus housing competition were to grow significantly, or if
the university were to experience significant declines in
undergraduate enrollment and housing demand. We do not expect to
raise the rating on these bonds within the two-year outlook
period."

S&P said, "The negative outlook on the CHF-Corpus Christi II bonds
reflects our expectation that the project's revenue could remain
challenged by underperforming occupancy, rendering it difficult to
generate cash flows sufficient to meet debt service requirements.
In addition, we expect the university to stabilize and grow
enrollment. We could consider a lower rating on these bonds if
lower-than-targeted occupancy results in net project operating
revenue that result in DSC below 1.0x or if the fully-funded debt
service is not maintained. In addition, we might consider a lower
rating if future on-campus housing plans were to differ
significantly from current plans; if off-campus housing competition
were to grow even more significantly than current expectations; or
if the university were to experience significant declines in
undergraduate enrollment, housing demand, or occupancy. We do not
expect to raise the rating on these bonds within the two-year
outlook period."

The $31.7 million series 2014 and $35.4 million series 2016 bonds
are nonrecourse obligations of CHF-Corpus Christi I and CHF-Corpus
Christi II, respectively, secured by net revenue of the new housing
projects funded by the bonds. There is no commingling of finances
between the two projects. A leasehold mortgage and security
agreement provide additional bondholder security, supplementing a
housing-complex-revenue pledge. The series 2014 and series 2016
bonds each have fully funded debt service reserves equal to maximum
annual debt service.

S&P said, "Although we have reviewed the university's demand and
finances to understand the project and the university's role in
supporting the project, these ratings does not directly reflect the
university's underlying credit characteristics. We do not maintain
a public rating on the university, but the Texas A&M University
System is currently rated 'AAA' with a stable outlook."



CHRISTIAN RADABAUGH, SR: Giving Shasta Adequate Protection
----------------------------------------------------------
Christian S. Radabaugh, Sr. asks the U.S. Bankruptcy Court for the
District of Oregon to grant adequate protection to Shasta Livestock
Auction Yard, Inc. in relation to the turnover of his property, and
to authorize the sale of 35 head of cattle.

During the two-week period prior to the filing of the petition, GP,
LLC removed 305 head of cattle, primarily mother cows, and shipped
such livestock to the Shasta for sale.  The cattle were scheduled
to be sold on Dec. 14, 2018.  The Court held a hearing on Dec. 14,
2018, regarding the Debtor's Second Motion for Authority to Sell
Property Outside the Ordinary Course of Business.  That motion was
denied, and the Debtor was not authorized to sell the cattle at the
Dec. 14, 2018 auction.

Following the hearing, the Debtor and GP, LLC, came to an agreement
regarding the use of cash collateral to pay for transportation
expenses necessary to bring the animals back to the Debtor's
location.  The Debtor began making arrangements to transport the
cattle back to Oregon.  However, Shasta indicated that it held a
possessory agricultural services lien against the 305 head of
cattle that were being held for auction, and refused to release the
animals until it was paid approximately $40,000 for freight, feed,
storage, labor, and other expenses allegedly incurred to preserve
the cattle.  The Debtor disputes a portion of Shasta's asserted
lien, and, in any event, did not have the ability to use cash
collateral to pay Shasta as of Dec. 14, 2018.  The parties reached
a compromise, with the support of GP, LLC, regarding turnover of
the cattle and adequate protection for Shasta in relation to its
asserted lien.

The terms of the parties' compromise are:

     a. The Debtor would pay, subject to Court approval, the sum of
$2,000 to Shasta, to be applied to Shasta's claim for feed and
other services;

     b. Shasta would turnover 270 head of cattle to the Debtor,
consisting of the Debtors' youngest, higher-value animals;

     c. Shasta would retain possession of 32 head of open cows, and
3 additional animals that it believed to be too poor of a condition
to make the trip back to Oregon: 2 single-bred cows, and one
motherless calf.

     d. The Debtor would ask authority to sell the cattle left
behind at Shasta at an auction scheduled for Dec. 25, 2018, on the
following conditions: (i) all sale proceeds would be delivered by
wire transfer to a trust account maintained by the Debtor's
counsel; and (ii) no distributions would be made to Shasta on
account of its asserted lien, until Shasta's claim is allowed by
the Court.

     e. The Debtor stipulated and agreed to seek an order granting
Shasta adequate protection to preserve Shasta's asserted possessory
agricultural services lien, in the form of a continued lien against
the 270 head of animals released back to the Debtor.
As of the date of the Motion, the 270 head of cattle released by
Shasta have been transported back to the Debtor's location in
Oregon.

The Debtor asks an order to (i) provide adequate protection to
Shasta to preserve whatever lien it may have, if any, against 270
head of cattle released back to the Debtor, pending the
determination of Shasta's claim; (ii) granting the Debtor the
authority to sell the cattle left behind at Shasta, and; (ii)
shorten the notice period for the sale, so that the sale can take
place on Dec. 21, 2018.

A hearing on the Motion is set for Dec. 20, 2018 at 1:30 p.m.

The Chapter 11 case is In re Christian S. Radabaugh, Sr. (Bankr.
D.
Ore. Case No. 18-34244).

Counsel for the Debtor:

         Nicholas J. Henderson, Esq.
         MOTSCHENBACHER & BLATTNER LLP
         117 SW Taylor Street, Suite 300
         Portland, OR 97204
         Telephone: (503) 417-0508
         E-mail: nhenderson@portlaw.com



CURAE HEALTH: Transferring Revenue Cycle Services to MedHost
------------------------------------------------------------
Curae Health, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Tennessee to authorize
the transfer of the Revenue Cycle Services for the Debtors' Clinic
Facilities to MedHost of Tennessee, Inc.

A hearing on the Motion is set for Jan. 15, 2019 at 9:00 a.m.  The
objection deadline is Jan. 3, 2019.

The Revenue Cycle Services provided by Curae encompass the
financial process needed by the Facilities to process claims,
process payments, and generate revenue.  Efficient and effective
Revenue Cycle Services are necessary for the Facilities to generate
cash.

Curae continues to provide Revenue Cycle Services for the following
clinic facilities operated by the Debtors: the clinics operated by
Debtor Amory Regional Physicians, LLC; the clinics operated by
Debtor Batesville Regional Physicians, LLC; and the clinics
operated by Debtor Clarksdale Regional Physicians, LLC.  

Based on patient volumes at the Clinic Facilities during the
12-month period prior to the Petition Date, Curae required the
following staffing structure to perform the Revenue Cycle Services
for the Clinic Facilities: the Vice President of Physician
Practices, the Director of the Corporate Business Office, the
Director of EMR and Operations, and 6 billing and follow up team
members.

Due to the uncertainty of continued employment with Curae, Revenue
Cycle Staff are likely to apply and interview for other permanent,
full-time positions.  Because Curae is unable to attract
experienced, full-time staff, the loss of any Revenue Cycle Staff
will have a negative impact on cash collections for the Clinic
Facilities.

To ensure the Facilities' ability to generate cash, the Debtors
reached an agreement with MedHost whereby MedHost would perform the
Revenue Cycle Services for only the Hospital Facilities.  On Oct.
19, 2018, the Debtors filed a motion with the Court to transfer
revenue cycle services for the Debtors' hospital facilities to
MedHost.  On Oct. 29, 2018, the Court entered an Order approving
the MedHost Hospital Motion.  ollowing entry of the Order, the
Debtors entered into certain Statements of Work for the Hospital
Facilities and transferred the Revenue Cycle Services for the
Hospital Facilities to MedHost.

Pursuant to the Statements of Work, MedHost proposes a fee of 9% of
patient account cash receipts from each Clinic Facility.  Based on
estimates prepared by the Debtors' financial accounting department,
the Debtors believe that transferring the Revenue Cycle Services
for the Clinic Facilities will decrease expenses for their estates.
They believe that the terms in the MedHost Statements of Work are
reasonable and transitioning the Revenue Cycle Services to MedHost
is in the best interests of the Debtors, their estates, creditors,
and all other parties in interest.

By the Motion, the Debtors ask (I) to enter into the Statements of
Work with MedHost, whereby MedHost will perform the Revenue Cycle
Services for the Clinic Facilities; and (II) necessary related
relief.

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

    http://bankrupt.com/misc/Curae_Health_507_Order.pdf   

MedHost can be reached at:

          MEDHOST OF TENNESSEE, INC.
          6550 Carothers Parkway, Suite 160
          Franklin, TN 37067

                      About Curae Health

Curae Health is a 501(c)(3) not-for-profit health system formed to
address the needs of rural healthcare. Focusing on rural community
hospitals in the Southeastern US, Curae collaborates with medical
staff and communities to add new services and upgrade the
facilities, alleviating the need for patients to travel long
distances for their healthcare needs.

On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought
Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665).
Curae Health estimated $10 million to $50 million in total assets
and $50 million to $100 million in total liabilities.

The cases are assigned to Judge Charles M. Walker.

The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory &
Capital Group LLC, as financial advisors; Egerton McAfee Armistead
& Davis, P.C., as special counsel; Morgan Stanley as investment
banker; and BMC Group, Inc., as claims and noticing agent.


DAVID GOLDMAN: Comeaus Buying Tampa Property for $335K
------------------------------------------------------
David Wiley Goldman asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of the real property
located at 5103 Ashcrest Court, Hillsborough County, Tampa,
Florida, PIN A-22-27-19-5FC-000001-00029.0, to Cajun and Sonya
Yvette Comeau for $335,000.

The Debtor is the owner of the Subject Property.  He has entered
into a Contract for the Sale and Purchase of the Subject Property
with the Buyers for agreed Purchase Price.  The Debtor proposes to
sell the Subject Property free and clear of all liens, claims and
encumbrances.

The proceeds of the sale will satisfy the first mortgage minimum
net proceeds claim of Regions Bank in the approximate amount of
$285,188; and, based on the Debtor's estimate, any incidental
closing costs, and the ad valorem real property taxes.  

The Debtor anticipates that the First Mortgage Holder will consent
to the sale of the property free and clear of liens.  The Debtor
will provide a proposed Closing Statement prior to a hearing on the
Motion.

The Debtor anticipates that:

     a. Wells Fargo Bank, N.A. may assert a second mortgage against
the property and/or proceeds; however, it appears that the Wells
Fargo lien was stripped during the pendency of the case and is
otherwise inferior to that of Regions Bank and there are no net
proceeds available to pay Wells Fargo Bank;

     b. US Bank may assert a lien against the property and/or
proceeds; however, it appears that the US Bank lien is inferior to
that of Regions Bank and there are no net proceeds available to pay
US Bank;

     c. Hillsborough County Central Govt Department may assert a
lien against the property and/or proceeds; however, it appears that
the Hillsborough County Central Govt Department lien is inferior to
that of Regions Bank and there are no net proceeds available to pay
Hillsborough County Central Govt Department; and

     d. Florida Department of Revenue may assert a lien against the
property and/or proceeds; however, it appears that the Florida
Department of Revenue lien is inferior to that of Regions Bank and
there are no net proceeds available to pay Florida Department of
Revenue.

The Court's approval of the Debtor's sale of the Subject Property
is required pursuant to the Title Commitment issued by Old Republic
Title Insurance Co. in any event.  

The sale of the Subject Property is in the best interests of the
Estate, the Debtor and his creditors, and the sale of the Subject
Property will relieve him of a significant secured obligation in
his case (as well as a possible deficiency claim, which was dealt
with pursuant to the Debtor's First Amended Modified Plan of
Reorganization ).   The Debtor is unable to make any of his
payments to the First Mortgage Holder at this time.  He has
downsized and relocated; however, he has continued to maintain the
Subject Property, paying for expenses associated with maintenance,
repairs, upkeep and homeowners' association dues.

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

        http://bankrupt.com/misc/David_Goldman_268_Sales.pdf

David Wiley Goldman sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 8:12-bk-17503-RCT) on Nov. 19, 2012.  On Aug. 13, 2013,
the Court initially confirmed the Debtor's Plan of Reorganization.
On July 20, 2018, the Court approved the Debtor's Disclosure
Statement Supplement and confirmed his First Amended Modified Plan
of Reorganization.



DTV INC: Interim Cash Collateral Use is Continued Through Feb. 14
-----------------------------------------------------------------
The Hon. Jessica E. Price Smith of the U.S. Bankruptcy Court the
Northern District of Ohio has entered a third interim order
authorizing DTV Inc.'s use of cash collateral.

The Debtor is authorized to use the cash collateral generated from
the operation of the Debtor's businesses in the ordinary course
through the collection of accounts receivable and the proceeds of
other collateral through and including February 14, 2019. The
Debtor may use the Cash Collateral for the purposes set forth in
the budget. The Budget will be adhered to, and any negative
variance in net income will not exceed 10% of the cumulative
budgeted items.

The Debtor is indebted to KeyBank pursuant to a certain Promissory
Note, subject to that certain Business Loan Agreement by and
between Debtor and KeyBank. 50 Public Square LLC ("Public Square")
purchased all of KeyBank's right, title and interest in and to the
Note, Loan Agreement, Security Agreement and certain other Related
Documents. As of the Petition Date, the Debtor is indebted to
Public Square in the principal amount of $306,882 together with
interest and fees. Pursuant to the terms of the Loan Agreement and
the other Related Documents, the Debtor granted liens and security
interests to Public Square in substantially all of its prepetition
assets. All of the cash collateral of the Debtor is subject to the
prior perfected security interest of Public Square.

As of the Petition Date, the Debtor is indebted to Anthony Hughes
in the principal amount of $586,000 together with interest and
fees. Pursuant to a certain Security Agreement given by the Debtor
in favor of Hughes, the Debtor granted liens and security interests
to Hughes in substantially all of its prepetition assets. Hughes
subordinated to Public Square all indebtedness of the Debtor
pursuant to a Subordination Agreement. To the extent that Public
Square holds any postpetition replacement liens or administrative
expense claims, Hughes is subordinated Public Square.

The Court previously authorized the Debtor to obtain postpetition
third party funding from Hughes and the use of cash collateral to
pay (i) postpetition operating expenses in accordance with the
approved budget, (ii) certain transactions costs, fees, and
expenses, and (iii) certain other costs and expenses of
administration of this bankruptcy case. The DIP Loan has funded
Debtor's postpetition expenses and was offered at 5% annual
interest, contingent on the terms set forth in the order. Hughes is
married to Kathy Hughes, the President and CEO of the Debtor.

To provide adequate protection to Public Square in respect of its
interests in the cash collateral, the Debtor will continue to pay
to Public Square on the first business day of each month $1,220 --
an amount equal to the monthly interest at the non-default rate
specified in the Note which has accrued, but is unpaid, on account
of the aggregate outstanding principal balance of the Prepetition
Debt.

As a condition to the use of cash collateral set forth herein, and
to provide adequate protection to Public Square in respect of its
interests in the cash collateral, Hughes will guaranty the
obligations of the Debtor to Public Square in the aggregate amount
of $189,429, under terms and conditions as may be acceptable to
Public Square and Hughes.

As a further condition to the use of cash collateral: (a) Hughes is
granted and allowed a superpriority administrative expense claim
equal to amounts of postpetition funds loaned to the Debtor up to
$100,000 against the Debtor's estate; (b) Public Square is granted
and allowed a superpriority administrative expense claim equal to
any diminution in value of cash collateral in which Public Square
holds a properly perfected and valid pre-petition claim against the
Debtor's estate; and (c) the Hughes Superpriority Administrative
Expense Claim will be subordinated to Public Square's Superpriority
Administrative Expense Claim.

Moreover, during the third interim period, the Debtor will also:

      (a) provide Public Square and the Committee with access to
its books and records upon reasonable request during normal
business hours;

      (b) continue to provide Public Square and the Committee with
all financial statements and other reports which are required by
the Loan Agreement;

      (c) upon request, during the term of this Order, provide
Public Square and the Committee with (i) a reconciliation of the
actual receipts and disbursements of the Cash Collateral compared
to the receipts and disbursements projected according to the Budget
for the immediately preceding month, detailed according to the
categories as set forth in the Budget, (ii) a listing of the
Debtor's accounts receivable and inventory, (iii) aging of the
Debtor's accounts receivable and accounts payable, and (iv) such
other reports respecting actual and anticipated receipts and
disbursements as the Prepetition Secured Lender or the Committee
may reasonably request;

      (d) permit Public Square or its representatives, appraisers,
accountants, or other professionals upon request to count, inspect,
or photograph any collateral, and for such purposes to enter and
remain upon any premises occupied by the Debtor and will pay the
reasonable costs associated with inspection, whether charged by
Public Square's employees or outside professionals; and

      (e) provide Public Square and the Committee with copies of
all cash statements and other reports which it files with the
Office of the U.S. Trustee as and when they are filed with such
Office.

A full-text copy of the Third Interim Order is available at

           http://bankrupt.com/misc/ohnb18-14052-131.pdf

                          About DTV Inc.

Operating for 55 years, DTV Inc. is a retail store with one
location, in Mayfield Heights, doing business as Danny Vegh's Home
Entertainment, selling pool tables, ping-pong tables, and
furniture, among other things.  DTV Inc. filed a Chapter 11
bankruptcy petition (Bankr. E.D. Ohio Case No. 18-14052) on July 8,
2018.  The Debtor hired Dahl Law LLC as counsel.

The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on Sept. 4, 2018.  The Committee hired Hahn
Loeser & Parks LLP as its legal counsel.


ELITE FITNESS: Exclusive Plan Filing Period Extended to April 8
---------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Elite Fitness and Gym, Inc.,
an extension of its exclusive period to file and to solicit
acceptance of a chapter 11 plan to and including April 8, 2019 and
June 8, 2019, respectively.

                   About Elite Fitness and Gym

Elite Fitness and Gym, Inc., owns and operates a gym and physical
fitness facility located at 805 West Burlington Avenue, Western
Springs, Illinois.

Elite Fitness and Gym sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-22275) on Aug. 8,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of $1 million.  The petition was
signed by Mark Wolz, president, sole director, sole shareholder.
Judge Timothy A. Barnes oversees the case.


ENBRIDGE ENERGY: DBRS Puts BB(high) on Jr. Sub. Notes on Review
---------------------------------------------------------------
DBRS Limited placed Enbridge Energy Partners, L.P.'s (EEP) Issuer
Rating of BBB, Senior Unsecured Notes rating of BBB, Junior
Subordinated Notes rating of BB (high) and Commercial Paper rating
of R-2 (middle) Under Review with Positive Implications.

On December 20, 2018, Enbridge Inc. (ENB; rated BBB (high) with a
Stable trend by DBRS) expects to complete the acquisition of the
third-party public float of EEP (the EEP Roll-Up). ENB plans to
issue common stock in exchange for the third-party units/shares of
EEP to avoid incremental debt leverage at ENB following the
successful vote that occurred on December 17, 2018.

The above-noted rating action follows the December 11, 2018,
announcement that following completion of the EEP Roll-Up, ENB will
cease external funding at EEP and expects to guarantee the senior
notes of EEP and EEP would guarantee the senior notes of ENB (the
Cross-Guarantees). Going forward, EEP will no longer be an active
third-party debt-funding vehicle. Future funding requirements will
be met from loan advances and equity injections from ENB.

Following implementation of the Cross-Guarantees in a form
satisfactory to DBRS, DBRS expects to equalize the ratings of EEP
with those of ENB, likely resulting in one-notch upgrades to each
of EEP's current ratings.


FALLS EVENT: Trustee Selling TFCP's Cedar Park Property for $1.8M
-----------------------------------------------------------------
Michael F. Thomson, the Chapter 11 Trustee for the bankruptcy
estate of The Falls Event Center, LLC, asks the U.S. Bankruptcy
Court for the District of Utah to authorize the sale of The Falls
at Cedar Park, LLC ("TFCP")'s real property located in Williamson
County, Texas with a street address of 1400 Discovery Boulevard,
Cedar Park, Texas, to Gogoplot Venture, LLC, Aaron Holmes, and
Taylor Holmes for $1.83 million.

The Debtor owns a 100% membership interest in the Seller-TFCP, The
Falls at Cutten Road, LLC ("TFCR") and The Falls at Stone Oak, LLC
("TFSO"), its Non-Debtor Subsidiaries.  Pursuant to a Unanimous
Consent effective Oct. 15, 2018, the Debtor is the manager of the
Seller-TFCP.

Each of the Non-Debtor Subsidiaries owns a single asset in the form
of real property, as follows:

     a. The Seller owns Property.  The Property is unimproved real
property, and the Debtor is not conducting any reception business
on the Property.

     b. TFCR owns a parcel of real property located in Harris
County, Texas.

     c. TFSO owns two parcels of real property located in Bexar
County, Texas.

The Debtor and the Non-Debtor Subsidiaries, as the Borrowers, and
Golf 6061, LLC, as the Lender, entered into a Loan Agreement and
Secured Promissory Note dated May 31, 2018, evidencing a loan in
the principal amount of $2.64 million at an interest rate of 14%
per annum.  The Promissory Note is secured by a Deed of Trust from
the Borrowers in favor of Golf against each of the Non-Debtor
Properties.  The Golf DOT was recorded against TFCP's Property in
Williamson County on June 12, 2018 as Document Number 2018050971,
against TFCR's property in Harris County on June 7, 2018 as
Document Number RP-2018-252686, and against TFSO's property in
Bexar County on June 6, 2018 as Document Number 20180108741.

As of the Petition Date, the Trustee understands that the amounts
owed under Golf's Promissory Note were in arrears and payments have
not been made since the Petition Date.  Golf has filed a Proof of
Claim in the Debtor’s case asserting a secured claim in the total
amount of $2,701,521.

On Nov. 26, 2016, Steven Down, as manager for the Seller TFCP,
executed a Secured Promissory Note for the benefit of the Debtor in
the principal amount of $1,631,610.  The Debtor Note is secured by
a Deed of Trust dated Nov. 28, 2016 against the Property, which was
recorded with Williamston County, Texas in 2017.  When the Debtor
and TFCP entered into the Promissory Note and Deed of Trust with
Golf, the Debtor's lien against the Property was subordinated
pursuant to the Subordination Agreements recorded under Document
Nos. 2018029624 and 2018053986 of the Official Public Records of
Williamson County, Texas.

In October 2018, TFCP, through Gil A. Miller as Chief Restructuring
Officer, entered into a Commercial Contract-Unimproved Land,
agreeing to sell the Property to the Buyers for the amount of $1.83
million.  

A Title Report for the Property states that there are no interests
against the Property other than those held by Golf and the Debtor,
and any property taxes that are owed to Williamson County, Texas.
The Trustee has independently reviewed the proposed Agreement, and
has determined that a sale of the Property as proposed therein is
in the best interests of the Debtor and the Non-Debtor
Subsidiaries.  The proposed purchase price of the Property of $1.83
million appears to be fair and reasonable based on the appraised
value of the Property.  

The Trustee understands that the Agreement provided that the
closing date was to occur in early December 2018.  Since his
appointment, he has informed the Buyers that he will not proceed
with the sale until he has an order authorizing him to act on
behalf of the Seller and approving the Lien Release.  The Buyer
have informed the Trustee that they require a closing as soon as
possible.  Accordingly, the Trustee is asking that the Motion be
heard on shortened time.

The non-debtor Seller does not have a bank account.  As such, the
remaining proceeds from the sale will be paid to the Debtor and
deposited in the Debtor's operating account.  The Trustee is
informed that there are no current creditors of the Seller other
than Golf, Williamson County, Texas, and, potentially, the Debtor
as a result of the Debtor Note, but he will give notice of the
Motion, which includes all known potential creditors of the
Seller.

The amount owed to Golf under its Promissory Note exceeds the value
and proposed purchase price of the Property and Golf is
cross-collateralized by the other Non-Debtor Properties.
Furthermore, the Debtor Note and DOT is subordinate to the
obligations owed to Golf.

The Buyer has conditioned its purchase of the Property on obtaining
title free and clear of the Golf DOT and the Debtor DOT.  As a
result, TFCP, through the Trustee, and Golf have agreed, subject to
the Court granting the Motion, upon the following with regard to
the $1.83 million in gross sale proceeds and treatment of the
Debtor DOT:

     (a) From the gross sale proceeds, Golf will be paid $1,499,955
at closing in exchange for Golf (and its assignee Texas Gulf Bank)
(i) releasing the Golf DOT against the Property, and (ii) applying
$99,955 to six months of interest under Golf's remaining Promissory
Note;

     (b) Outstanding taxes on the Property will be paid from the
gross sale proceeds at closing, in the approximate amount of
$29,000;

     (c) Golf will (i) pay the outstanding property taxes on the
remaining Non-Debtor Properties, due in January 2019, in the
approximate amount of $15,000 and $50,000, respectively, and (ii)
will add this approximate sum of $65,000 to the amount of its claim
as set forth in the Proof of Claim that it filed;

     (d) Any remaining gross sale proceeds, after payment of
ordinary closing costs, will be paid to the Debtor; and

     (e) The Trustee, as manager of the Debtor, will execute a
Release of Deed of Trust, releasing the Debtor DOT against the
Property.

The Trustee's negotiation with Golf related to the allocation of
sale proceeds and the Lien Release described have been at
arms'-length and in good faith.

To the extent necessary, the Trustee asks authorization as the
representative of the Debtor which is the manager of the Seller, to
effectuate the sale of the non-debtor Seller's Property to the
Buyers pursuant to the Agreement.  Additionally, as part of the
sale of the Property, he asks authority to enter into the Lien
Release, releasing the Debtor DOT recorded against the Property,
and to the extent approval is necessary, to enter into the
Allocation Agreement with Golf outlined.

                 About The Falls Event Center

The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018.  At the time of the filing, the Debtor estimated assets of
$50 million to $100 million and liabilities of $100 million to $500
million.  Judge R. Kimball Mosier presides over the case.  Ray
Quinney & Nebeker P.C. is the Debtor's legal counsel.  The Debtor
tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as
restructuring advisors.

On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.

In November 2018, Judge R. Kimball Mosier entered an order
appointing a Chapter 11 trustee.  DORSEY & WHITNEY LLP is the
Trustee's counsel.


FIRSTENERGY SOLUTIONS: Jan. 15 Auction of West Lorain Assets Okayed
-------------------------------------------------------------------
Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized the bidding procedures of FirstEnergy
Generation, LLC ("FG"), an affiliate of FirstEnergy Solutions
Corp., in connection with the sale of its fossil generation plant
located in Lorain, Ohio and related assets to Vermillion Power, LLC
for $152 million, subject to certain adjustments, subject to higher
or otherwise better bids.

The key terms of the Bid Procedures are:

     a. Bid Deadline: Jan. 9, 2019 at 5:00 p.m. (PET)

     b. Initial Bid: A cash purchase price equal to or greater than
the sum of: (i) $151.7 million; (ii) the Termination Fee in the
amount of 2.5% of the Initial Purchase Price; (iii) the Buyer
Expense Reimbursement in the amount of 1% of the Initial Purchase
Price; and (iv) $1 million;

     c. Deposit: 10% of the purchase price offered to purchase the
West Lorain Assets

     d. Auction: The Auction, if required, will be conducted at the
offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New
York, NY 10036 on Jan. 15, 2019 at 9:00 a.m. (PET).

     e. Bid Increments: $1 million

     f. Sale Hearing: Jan. 25, 2019 at 10:00 a.m.

     g. Assumption and Assignment Objection Deadline: Jan. 18, 2019
at 4:00 p.m.

     h. Deadline to Publish Notice of Auction Results: Jan. 16,
2019

     i. Deadline to Serve Sale Hearing Notice/Deadline to File
Notice of Assumption and Assignment and Schedule of Proposed Cure
Costs, If Any/Deadline to Serve Sale Hearing Notice - Dec. 20,
2018

     h. Deadline to Notify Qualified Bidders - Jan. 10, 2019 at
5:00 p.m.

Subject to final Court approval at the Sale Hearing, FG is
authorized to enter into the Stalking Horse Agreement with the
Stalking Horse Purchaser. Any material amendment to the Stalking
Horse Agreement must be filed with and approved by the Bankruptcy
Court while
the Chapter 11 Cases remain pending.  

The Bid Protections are approved in their entirety, including,
without limitation, the right to a Termination Fee of 2.5% of the
Initial Purchase Price, plus an Expense Reimbursement of up to 1%
of the Initial Purchase Price.

FG is authorized to pay the Termination Fee and Expense
Reimbursement, to the extent payable under the Stalking Horse
Agreement, without further order of the Court.  The Termination Fee
and Expense Reimbursement, to the extent payable under the Stalking
Horse Agreement, will constitute an allowed administrative expense
claim against FG's estate.  The Termination Fee and Expense
Reimbursement will only be paid pursuant to the provisions of the
Stalking Horse Agreement.  Notwithstanding the terms of the
Stalking Horse Agreement, a termination of the Stalking Horse
Agreementthereof will not entitle the Buyer to the Expense
Reimbursement.

The form of Notice of Assumption and Assignment is approved.  No
later than Dec. 20, 2018, FG will file with the Court and serve on
(i) all counterparties to FG's executory contracts that the
Stalking Horse Purchaser wishes to assume in connection with the
Sale Transaction; and (ii) all parties who have requested notice in
these Chapter 11 Cases pursuant to Bankruptcy Rule 2002, a notice
of assumption, and assignment, listing all of the Assumed Contracts
that the Stalking Horse Purchaser proposes to be assumed and
assigned to it, which will include FG's calculation of the amount
necessary to cure any monetary defaults for each Assumed Contract.
The Assumption and Assignment Objection Deadline is Janu. 18, 2019
at 4:00 p.m. (ET).

The form of Sale Hearing Notice is approved.  Within two business
days after the Court enters the Order, FG (or its agents) will
serve the Sale Hearing Notice on the Sale Notice Parties.  By Dec.
20, 2018, FG (or its agents) will cause a summary version of the
Sale Hearing Notice to be published on the website established by
FG's court approved claims and noticing agent, PrimeClerk LLC, at
http://www.cases.primeclerk.com/FES. The Sale Objection Deadline
is Jan. 18, 2019 at 4:00 p.m. (ET).

Notwithstanding Bankruptcy Rules 6004, 6006, or otherwise, the
Order will be effective and enforceable immediately upon entry and
its provisions will be self-executing.  To the extent applicable,
the stays described in Bankruptcy Rules 6004(h) and 6006(d) are
waived.

A copy of the Bidding Procedures and the Notices attached to the
Order is available for free at:

    http://bankrupt.com/misc/FirstEnergy_Solutions_1861_Order.pdf

                  About FirstEnergy Solutions Corp.

Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE).  FES --
http://www.firstenergycorp.com/-- provides energy-related products

and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries.  FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.

On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757).  The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.

Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.  First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion
in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent.  The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.

The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018.  Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.


FLOYD SQUIRES: Examiner Selling Eureka Propty. to Tripodi for $185K
-------------------------------------------------------------------
Janina M. Hoskins, the Examiner with Expanded Powers of the estate
of the Floyd E. Squires III and Betty J. Squires, asks the U.S.
Bankruptcy Court for the Northern District of California to
authorize the sale of the real property located at 2535 L Street,
Eureka, California to Kyla Tripodi for $185,000, subject to higher
and better bids.

A hearing on the Motion is set for Jan. 18, 2019 at 9:00 a.m.

The Examiner's Motion concerns the Property.  The Property has a
tenant and generates $1,197 in gross rents.  The Examiner asks to
sell the Property to the Buyer.  The Property will be sold free and
clear of liens.  Subject to Court approval and higher and better
bids, the Examiner has accepted an all-cash offer of $185,000 from
the Buyer for the Property, with an initial deposit of $1,500 and
the balance to be paid at the close of escrow, with escrow to close
within 21 days after entry of an order approving the sale.

Any and all terms of the Sale Agreement, including, but not limited
to the payment of any commissions, are subject to the approval of
the Bankruptcy Court and overbid.  The Buyer is purchasing the
Property on an "as is, where is" basis, with no warranties or
representation.  Any dispute over the terms of the Sale Agreement
will be resolved by the Bankruptcy Court.

The sale is subject to overbids, with a minimum overbid in the sum
of $195,000 all cash, on the same terms and conditions as the
offer, with the overbid deadline Jan. 14, 2019.  If a qualified
overbid is received, an auction will be held before the Court,
unless directed otherwise by the Court.

The Debtors' bankruptcy schedules indicated that the Property is
subject to one lien in favor of Bradford Floyd in the sum of
$125,000.  According to a preliminary title report, Mr. Floyd's
lien was in the original principal sum of $200,000 and was recorded
Nov. 7, 2012 as Instrument No. 2012-027441-4, Humboldt County
Records.  Mr. Floyd asserts the lien is in the sum of $200,000.

The Examiner has reached an agreement with Mr. Floyd by which Mr.
Floyd has agreed to take a discount on his deed of trust and accept
payment of approximately $155,000 at the $185,000 sale price.  If
there is an overbid, the increase, after payment of increased costs
of sale, etc., would go solely to Mr. Floyd until the $200,000 is
paid in full.  The balance of any unpaid portion of the deed of
trust would fall within the general unsecured class.  Costs of
sale, anticipated at 8% or $14,800, will be paid, as will mandatory
state withholding of $6,167, which will be retained by the
Examiner, as will an additional $5,000 for the estate.

The title report for the Property notes a "Super Priority Deed of
Trust" in favor of Mark S. Adams, solely in his capacity as
receiver for the Property in the amount of $15,317.  The lien
amount was increased by an amendment recorded March 13, 2017, which
increased the loan amount to $158,107.  The Examiner has paid
$158,107, plus interest, from the proceeds of prior sales.  This
lien has been paid.  The title company holds reconveyance documents
provided by Mr. Adams concerning this lien and any other
encumbrances in favor of the former receiver.  They will be
recorded at the time of closing unless they have been recorded
prior thereto.

The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including a notice of pending
action for a temporary restraining order and four abstracts of
judgment for various sums.

To the extent any of these liens are disputed, any disputed amounts
will reattach to the net proceeds of sale to be held by the
Examiner pending further order of the Court.  The Examiner
contemplates that the sale of the Property will free up cash that
can be used to address problems that exist in the case, assuming
agreement with lienholder City of Eureka.

The Examiner asks an order authorizing her to direct payment from
escrow of the following standard expenses:

     (i) A real estate broker's commission not to exceed 6% of the
total sales price, which will be split with the Buyer's broker, if
any; and

    (ii) Standard closing costs, including but not limited to
unpaid real property taxes, escrow fees, if any, recording costs
and the like.

The Examiner asks that the Court waives stay otherwise provided
under the Federal Rules of Civil Procedure and/or Bankruptcy Rule
6004(h).

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

           http://bankrupt.com/misc/Floyd_Squires_506_Sales.pdf

Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq., of the Law Offices
of David N. Chandler.  Janina M. Hoskins was appointed as examiner
of the Debtors.


FRANK INVESTMENTS: Delays Plan to Continue Negotiations
-------------------------------------------------------
Frank Investments, Inc., and its debtor affiliates request the U.S.
Bankruptcy Court for the Southern District of Florida to extend by
90 days the exclusive periods within which the Debtors can file and
solicit acceptances to a chapter 11 plan

Debtors Frank Investments and Frank Entertainment Companies have
engaged in negotiations with their largest creditor, Bancorp,
regarding cash collateral use and the possibility of a consensual
plan of reorganization.

In addition, Debtor Frank Theatres Management has filed an
adversary proceeding, inter alia, to avoid a prepetition
garnishment as a preference and is engaged with negotiations with
the creditor in that proceeding.

The Debtors believe they have reasonable prospects for filing a
viable plan, especially one with the consent of Bancorp. The Debtor
contends that this first request for an extension is reasonable
given their progress to date and the current posture of the case.
The Debtors aver that they are not seeking an extension as a delay
tactic. Instead, the Debtors require a modest amount additional
time -- ninety days -- to focus on continuing negotiations with
their creditors.

                         About Frank Investments

Each of Frank Investments, Frank Theatres and Frank Entertainment
is an affiliate of Rio Mall, LLC, which sought bankruptcy
protection on June 28, 2018 (Bankr. S.D. Fla. Case No. 18-17840).
Rio Mall, LLC, owns and operates commercial real property that
comprises the shopping center known as Rio Mall located at 3801
Route 9 South, Rio Grande, New Jersey.

Frank Entertainment Companies, LLC owns, operates, develops and
manages entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, water parks, bowling
centers, game centers, skate parks, and other real estate
properties.

Frank Investments, Inc., based in Jupiter, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-20019) on Aug. 17, 2018.  The Hon. Erik P. Kimball
(18-20019), and Hon. Mindy A. Mora (18-20022 and 18-20023), preside
over the cases.  In the petitions signed by Bruce Frank, president,
Frank Investments and Frank Entertainment estimated $10 million to
$50 million in assets and liabilities; Frank Theaters, $10 million
to $50 million in assets and $50 million to 100 million in
liabilities.  Bradley S. Shraiberg, Esq., at Shraiberg Landau &
Page, P.A., serves as bankruptcy counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


GABRIEL SAN ROMAN: Tipping Buying Stony Brook Property for $530K
----------------------------------------------------------------
Gabriel A. San Roman and Michele D. San Roman ask the U.S.
Bankruptcy Court for the Eastern District of New York to authorize
the sale of the real property located at, and known as, 11 Oak Run,
Unit ll, Stony Brook, New York to John J. Tipping for $530,000.

A hearing on the Motion is set for Jan. 14, 2019 at 1:30 p.m.  The
objection deadline is Jan. 7, 2019 at 4:00 p.m.

By deed, dated Sept. 13, 2010, Gabriel, individually, transferred
the Real Property as follows (a) a 95% interest to Gabriel,
individually, and (b) a 5% interest to Angela M. Carfora.  The Real
Property is located in an over 55 community with restrictions on
the ability of owners to rent the Real Property.  By the Valuation
Letter, dated Dec. 13, 2018, a licensed real estate salesperson
states that the Real Property has a fair market value of $530,000.

The Real Property is encumbered by: (i) a first mortgage held Wells
Fargo Bank, N.A., assigned account number XXX5 894, in the amount
of $411,988; and (ii) a second mortgage held by Reproductive
Specialists of New York, LLC ("RSNY") in the amount of $150,000.

Prior to the Petition Date, Carfora died and her interest in the
Real Property vested with her estate.

By residential contract of sale, dated Dec. 12, 2018, Gabriel San
Roman and Michele San Roman, as Executrix of the Carfora Estate,
agreed to sell the real property to the Proposed Purchaser for
$530,000.

The Real Property is of inconsequential value to the Debtor's
bankruptcy estate as it is over-encumbered.  They believe that the
Gabriel’s interest in the Purchase Price will generate sufficient
proceeds to pay off the First Mortgage Balance in full.  As such,
Wells, as the holder of the First Mortgage has no grounds to object
to the Contract or Purchase Price.

Additionally, hte Debtors and RSNY, by and through their respective
counsel, have been in contract since the Petition Date and Debtors
believe that RSNY will consent to release its lien upon remittance
of the balance of Gabriel's interest in the Purchase Price at the
closing provided RSNY retains a claim against the Debtors'
bankruptcy estate for the Second Mortgage Balance less amounts
received from the Purchase Price ("RSNY GUC").  If RSNY does not
consent, the sale will not proceed.  To the extent the RSNY GUC
exists, the Debtors have agreed to pay $4,000 per month to RSNY
during the pendency of their bankruptcy case until closing on the
Real Property.

The Debtor intends to negotiate the repayment of the RSNY GUC in a
chapter 11 plan of reorganization.  To the extent they are entitled
to any distribution from the Carfora Estate, such additional funds
would also be used to fund a proposed chapter 11 plan of
reorganization.  However, the only remaining sums assets of the
Carfora Estate are de minimus amounts in a bank account and a used
automobile.  

Additionally, the Purchase Price does not require that the Debtors
remit any payments to a broker, as no broker was used to list the
Real Property.  The only deductions from the Purchase Price are the
usual closing expenses.  Further, to retain a broker to locate a
new purchased on retain an auctioneer to sell the property will
result in Wells receiving more of the proceeds and RSNY receiving
less of the proceeds, creating a larger RSNY GUC to be handled in a
chapter 11 plan of reorganization.

Finally, because the Real Property is a 55 community in which the
Real Property must be owner occupied, finding an eligible purchaser
who intends to live in the Real Property may have a further
delaying effect.  Therefore, the Debtors believe, in their business
judgment that a sale of the Real Property for the Purchase Price is
in the best interest of their estate and creditors.

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

    http://bankrupt.com/misc/Gabriel_San_Roman_26_Sales.pdf

Counsel for the Debtors:

          Cooper J. Macco, Esq.
          MACCO & STERN, LLP
          2950 Expess Drive South, Suite 109
          Islandia, NY 11749
          Telephone: (631) 549-7900
          E-mail: csmith@maccosternlaw.com

Gabriel A. San Roman and Michele D. San Roman sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 18-77977) on Nov. 28, 2018.
The Debtors tapped Michael J. Macco, Esq., at Macco & Stern LLP, as
counsel.


GLANSAOL HOLDINGS: Julep to Close 2 Sites, Fire 102 Employees
-------------------------------------------------------------
Seattle-based online cosmetics retailer Julep is laying off more
than 100 employees after its parent company, Glansaol Holdings,
Inc., filed for bankruptcy mid-December.  Julep will cut 102
workers over the next two months as part of a closure, according to
a notice pursuant to the Worker Adjustment and Retraining
Notification Act filed with the state of Washington on Dec. 21,
2018.  The company's two brick-and-mortar locations in Washington
will close on Jan. 31 and remaining corporate workers will relocate
to New York, a store employee told GeekWire.  Glansaol CEO Nancy
Bernardini confirmed the layoffs and store closures to GeekWire.

                     About Glansaol Holdings

Headquartered in New York City, Glansaol Holdings Inc. and its
subsidiaries are an independent prestige beauty and personal care
companies.

With a portfolio of three highly regarded brands, Glansaol reaches
customers through a variety of channels and offer a full spectrum
of products, from makeup to skin care.  The Debtors also sell their
products directly to consumers through the Debtors' online store
and their nail salons in Seattle, Washington.  Julep products are
also sold through QVC broadcast shopping network and the wholesale
retailer Ulta Salon, Cosmetics & Fragrance, Inc.  The Debtors were
formed in October 2015 to serve as a platform company to acquire
prestige beauty brands.

On Dec. 19, 2018, Glansaol Holdings Inc. and seven affiliates,
including Julep Beauty, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 18-14102).

Glansaol Holdings estimated assets of $10 million to $50 million
and liabilities of the same range as of the bankruptcy filing.

The Debtors tapped WILLKIE FARR & GALLAGHER LLP as counsel; EMERALD
CAPITAL ADVISORS as financial advisor; and OMNI MANAGEMENT GROUP,
INC, as claims agent.


GLEACHER & CO: To Make Sixth and Final Liquidating Distribution
---------------------------------------------------------------
Gleacher & Company, Inc., announced Dec. 19, 2018 that the Board of
Directors has determined to make a sixth and final liquidating
distribution to Company stockholders in the amount of $0.81 per
share of the Company's common stock (approximately $5.01 million in
the aggregate).  The record date for this distribution is December
19, 2018.  The Company anticipates that the payment date will be on
or about December 31, 2018.  Total liquidating distributions,
including this sixth and final distribution, since the filing of
the Company's Certificate of Dissolution in July 2014 amount to
$11.98 per share of the Company's common stock (approximately $74.1
million in the aggregate).  The Company intends to make no further
liquidating distributions.  In connection with the payment of the
sixth and final distribution, the shares of capital stock of the
Company will be cancelled and the former holders of capital stock
of the Company will thereafter have only the right to receive the
sixth and final distribution.  The Company will take action to halt
trading in the Company's securities, including causing FINRA to
remove the symbol of the Company and causing FINRA to inform OTC
Markets Group that FINRA has done so such that OTC Markets Group
removes the quotations in the Company's securities.

The amounts distributed to stockholders are affected by many
factors, including the resolution of outstanding known claims and
obligations of the Company, the incurrence of unexpected or
greater-than-expected losses with respect to contingent
liabilities, the assertion of claims against the Company, the
Company's realizations on selling or otherwise monetizing the
Company's remaining assets, the need to dissolve and wind up each
of the Company's subsidiaries, and costs incurred to wind up our
business.

The Company also announced that it has requested and received from
the Delaware Chancery Court an extension of the period during which
the Company may wind-up its affairs under Delaware General
Corporation Law from December 31, 2018 to June 30, 2019.  The
Company believes such time period will provide sufficient time to
complete the wind-up of the Company's affairs.  The actual wind-up
period for the Company may be shorter or longer than requested and,
if additional time is needed to complete the wind-up of the
Company's affairs, the Company would need to seek an additional
extension.

Gleacher & Company, Inc. (OTC Pink:GLCH), is a dissolved
corporation under the laws of the State of Delaware.



GRAND VIEW FINANCIAL: Seeks Feb. 15 Exclusivity Period Extension
----------------------------------------------------------------
Grand View Financial, LLC, requests the U.S. Bankruptcy Court for
the Central District of California to extend the exclusivity
periods for the Debtor to file a plan and obtain acceptance thereof
from Dec. 12, 2018 and Feb. 8, 2019, respectively, to Feb. 15, 2019
and April 17, 2019, respectively.

This is the Debtor's fourth and final request for an extension of
these periods, and the Debtor believes that good cause exists to
extend the exclusivity periods. The Debtor asserts that any plan
would be funded from the sale of properties in which the Debtor has
an interest.

The Debtor is in the business of acquiring distressed real property
in situations where public records and documents available to the
Debtor demonstrate that the claim allegedly secured by the
underlying subject Property and the related trust deed purportedly
securing the Alleged Secured Claim pursuant to a lien on the
subject Property suffer from defects rendering the Alleged Secured
Claim and/or related Alleged Lien unenforceable and/or invalid.

Through the Petition Date, the Debtor acquired 42 Properties. In
the ordinary course of its business, the Debtor acquired an
additional two Properties after the Petition Date, and the Debtor
may acquire other Properties. Unfortunately, prior to the Petition
Date, approximately 28 of the 44 Properties were purportedly
foreclosed upon. The Debtor has decided to stop pursuing recovery
on 22 of the Foreclosed Properties. Thus, at present, the Debtor
has an interest in and/or is pursuing recovery on 22 Properties.

As of the Petition Date, the Debtor intended (1) to initiate
adversary proceedings and/or claim objections to invalidate,
reverse, or avoid the purported foreclosures on the Foreclosure
Properties and challenge and eliminate all of the Alleged Secured
Claims and related Alleged Liens, (2) to sell the resulting
unencumbered Properties for the highest and best price, and (3) to
propose and confirm a plan whereby all allowed secured claims,
administrative claims, priority claims, and general unsecured
claims will be paid in full, with the surplus distributed to the
Debtor's owners, which was the Debtor's original exit strategy.

However, the Debtor later determined that the cost of pursuing most
other potential Adversary Proceedings and Claim Objections likely
outweighed the benefit to be gained in such Adversary Proceedings
and Claim Objections. Accordingly, the Debtor decided that it made
better sense to reject 22 of the 28 all of the Purchase Agreements
relating to Foreclosed Properties, to stop seeking recovery on such
Foreclosed Properties, and to instead focus on selling the 16
Properties that are non-Foreclosed Properties and continuing to
litigate Adversary Proceedings and Claim Objections related to six
of the Foreclosed Properties.

The Debtor is pursuing sales on some properties, but there have
been delays in getting sales approved and closed due the need for
evidentiary hearings regarding certain requirements to sell free
and clear, the need to obtain turnover of certain Properties to
obtain access for marketing and transfer upon close of escrow
(which turnovers the Debtor is pursuing), and the need to allow
contingency and inspection periods to close in regard to other
Properties.

Further, in some instances, the Debtor needs to eliminate claims
allegedly secured by a subject property and related deeds of trust
allegedly securing the claims, or have alleged secured claims
estimated, before the Debtor can proceed to sale. The Debtor has
initiated and will continue to initiate actions to clear such
claims and deeds of trust.

Therefore, the Debtor believes that it will make sense to allow it
to proceed with its litigation and certain property sales, so it
can ascertain the success of such litigation and property sales
and, thus, the funds that may be realized from the sale of
properties to fund a plan.

                   About Grand View Financial

Formed in 2015, Grand View Financial LLC is a Wyoming limited
liability company, which is in the business of acquiring distressed
real property.

Grand View Financial sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-20125) on Aug. 17,
2017.  In the petition signed by Steve Rogers, its managing member,
the Debtor disclosed $29.88 million in assets and $39.71 million in
liabilities.  Judge Julia W. Brand presides over the case.  Levene,
Neale, Bender, Yoo & Brill LLP serves as the Debtor's legal
counsel.


GYMBOREE GROUP: Reportedly Preparing Bankruptcy Loan
----------------------------------------------------
As widely reported, Gymboree is planning to file for Chapter 11
bankruptcy as soon as January 2019, the second time in two years.

Gymboree Group, Inc., the entity that was formed when retailer
emerged from Chapter 11 bankruptcy in September 2017, is seeking a
bankruptcy loan to keep some of its stores open while it looks for
a buyer, The Wall Street Journal reported.

The Journal said Gymboree will close majority of its 900 stores in
a bankruptcy filing.  The retailer has hired Miller Buckfire & Co.,
Stifel Financial Corp.'s restructuring advisory arm, to explore the
sale of more than 100 of its stores, sources told the Journal.

Gymboree Group on Dec. 4, 2018, announced that it has initiated a
comprehensive review of strategic options for its Gymboree(R),
Janie and Jack(R), and Crazy 8(R) brands, which may include a sale
or other transactions at the brand level.  In addition, the Company
is evaluating the retail footprints of its Crazy 8 and Gymboree
brands with the intention of closing the Company's Crazy 8 store
locations and significantly reducing the number of Gymboree store
locations in 2019.

Gymboree said in the Dec. 4 statement that Stifel and Berkeley
Research Group are serving as the Company's financial advisors.
Milbank, Tweed, Hadley & McCloy LLP is serving as its legal
counsel.

                       About Gymboree Group

Gymboree Group, Inc., is a portfolio of children's brands operating
specialty retail stores with high-quality clothing and accessories
for children.  The Company currently operates 380 Gymboree stores
in the United States and Canada.  Gymboree Group's family of brands
includes Gymboree, Janie and Jack and Crazy 8, with hundreds of
retail stores across the United States, Canada and Puerto Rico as
well as online stores at http://www.gymboree.com/,
http://www.janieandjack.com/and http://www.crazy8.com/

In October 2010, The Gymboree Corp. was acquired by Bain Capital
Private Equity, LP and certain of its affiliated investment funds
or investment vehicles managed or advised by it for approximately
$1.8 billion.

The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017.  Kirkland & Ellis LLP served as the Company's legal
counsel, AlixPartners LLP was the financial advisor and Lazard
Freres was the investment banker.  Prime Clerk was the claims and
noticing agent.

In September 2017, Gymboree Corp. successfully completed its
financial restructuring and emerged from Chapter 11 as a new
corporation under the name Gymboree Group, Inc.  The Company's
court-confirmed Plan of Reorganization, which went into effect
Sept. 29, eliminated more than $900 million of debt from its
balance sheet and claimed to have right-sized the company's store
footprint.


HARD ROCK EXPLORATION: Trustee Selling All Assets to Pillar for $9M
-------------------------------------------------------------------
Robert W. Leasure, Jr., the duly qualified and acting Chapter 11
Trustee of Hard Rock Exploration, Inc.("HRE") and its affiliates,
asks the U.S. Bankruptcy Court for the Southern District of West
Virginia to authorize the bidding procedures in connection with the
sale of substantially all assets of the Debtors and each of Hard
Rock Exploration 2004A, LP, Hard Rock Partners 2009-A, L.P., Hard
Rock Partners 2010-A, L.P., Hard Rock Partners 2011-A, L.P., Hard
Rock Partners 2012-A, L.P., Hard Rock Partners 2013, L.P., and Hard
Rock Partners 2014, L.P. ("Limited Partnerships"), of which HRE is
the managing general partner, to Pillar Energy, LLC for $9.255
million, subject to higher or otherwise better bids.

The Trustee has determined, in the exercise of his business
judgment, that the best way to maximize the value of substantially
all Estate assets and all assets of the Limited Partnerships
operated by HRE is to sell the Estate assets through the Sale and
to sell the Limited Partnerships' assets in conjunction with the
Estate assets.  On Dec. 18, 2018, he executed the Asset Purchase
Agreement on behalf of the Debtors and the Limited Partnerships to
provide for the Sale of the Assets to the Stalking Horse (subject
to higher or otherwise better bids) for, among other things, cash
in the amount of $9.255 million as set forth in Article III of the
APA.

The Trustee has already assumed in excess of 1,000 executory
contracts and unexpired leases which he now proposes to assign to
the Stalking Horse.  Because all of the executory contracts and
unexpired leases to be purchased by the Stalking Horse have already
been assumed, there is no need pursuant to the Motion to assume or
cure any additional contracts or leases.

Earlier in the case, the Trustee accomplished bringing deep rights
to the Debtors' leases back into the Estate that had been assigned
to Hard Rock Land Services, LLC -- a related entity that is not in
bankruptcy.  In the two weeks before filing the Sale Motion, the
Trustee also (1) received from Hard Rock Land Services, LLC an
assignment of thousands of right-of way agreements that are an
integral part of the Debtors' overall business and had, through an
oversight, never previously been assigned from Hard Rock Land
Services, LLC to HRE, and (2) reached a Settlement Agreement with
J&M Resources, LLC in A.P. Case No. 18-ap-02012 to bring two
critical assets that are connected to the Debtors' wells and
integral to their operations -- a pipeline referred to as the
Legacy Gathering System and the Colt Run Compressor Station.  To
date, no parties have objected to the Settlement Agreement.

The Trustee has also spent substantial time and effort to
understand the balance sheets of the Debtor Sellers and Partnership
Sellers, and to complete due diligence on the Partnership Sellers'
structure and asset ownership in order to liquidate them.  The
Trustee has been and will continue to expose the Assets to
competitive bidding through a marketing and auction process set
forth in the Bidding Procedures.  If no timely, conforming
Qualified Bids, other than the Qualified Bid submitted by the
Stalking Horse, are received for the Assets, then there will be no
Auction and the Stalking Horse will be the Successful Bidder for
the Assets.

Since being retained, LS Associates, LLC has completed its own
investigations for potential buyers, accumulated data required to
value and sell the Assets, and provided that information to
potential buyers.  The Trustee executed 16 non-disclosure
agreements with potential purchasers and received several
expressions of interest, but ultimately determined that the
Stalking Horse's offer memorialized in the APA is the highest and
best.  The Trustee believes, in consultation with his advisors,
that pursuing the Sale to the Stalking Horse (subject to higher and
better offers) is the course of action most likely to maximize the
value of the Assets, while ensuring that a sale of the Assets will
occur even if no other bids are received.

Promptly after filing this Sale Motion, the Trustee will file a
motion to retain Joe R. Pyle Complete Auction of Realty Service as
auctioneer to assist with the marketing and auction of the Assets.
That motion contemplates a broad marketing effort to seek higher
and better offers for the Assets.

In sum, the Trustee seeks authority to implement the Bidding
Procedures to efficiently market and solicit offers for the Assets
of the Debtors and the Limited Partnerships as a single business
unit.  Promptly after the hearing on the Bidding Procedures Order,
the Trustee will submit the proposed Sale Order, after which
parties will have 21 days to object to the proposed Sale.  At the
Sale Hearing, the Trustee will seek approval of (i) the Sale of the
Assets of the Debtors and the Limited Partnerships as a single
business unit and (ii) the assignment or the assumption and
assignment of the relevant executory contracts and/or unexpired
leases to the Successful Bidder for the applicable Assets. Upon
conclusion of the Auction, identification of the Successful Bidder,
and the Sale Hearing, the Trustee requests that the Court enter the
proposed Sale Order authorizing the Sale.

The salient terms of the Stalking Horse APA are:

     a. Purchase Price: The aggregate consideration for the
purchase, sale, assignment, and conveyance of the Assets consists
of: (i) cash in an amount equal to $9.255 million, of which 5%
($462,750) has been paid to the Trustee as a good faith deposit  to
be held in escrow until Closing, and will be refunded only if the
Stalking Horse is not the Successful Bidder or the Sale does not
close because of the actions of the Debtors or Limited Partners;
and (ii) the assumption by the Stalking Horse or a Stalking Horse
designee, as applicable, of the Assumed Liabilities from the
Sellers.

     b. Purchased Assets: Substantially all assets of the Debtors

     c. Break-Up Fee: One of the requirements of the APA is Court
approval of a break-up fee of $230,000, payable to the Stalking
Horse if the Assets are sold to a Successful Bidder other than the
Stalking Horse or a Stalking Horse designee.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: 4:00 p.m. (ET) on the first business day that
is 45 days after entry of the Bidding Procedures Order

     b. Initial Bid: A value greater than the sum of (i) the
Purchase Price ($9.255 million) plus (ii) $255,000

     c. Deposit: 5% of the cash consideration

     d. Auction: Four business days following the Bid Deadline at
9:00 a.m.

     e. Bid Increments: $25,000

     f. Sale Hearing: The next available hearing date that is two
business days after the Auction Objection Deadline

     g. Closing: End of the month following 10 days after the Sale
Order is entered

     h. Sale Objection Deadline: Twenty-One days after the Trustee
files the proposed Sale Order (which will be filed promptly after
the Bid Procedures Hearing)

     i. Auction Objection Deadline: Two business days after the
Auction

The Trustee proposes to sell the Assets free and clear of any and
all claims and encumbrances.

The Sale Motion will be served upon all Sale Motion parties.   The
Trustee also proposes, within three Business Days after the entry
of the Bidding Procedures Order, to serve the Sale Notice and the
Bidding Procedures upon all interested parties.

The Trustee does not propose to assume any additional leases and
contracts, but he does propose to assign to the Stalking Horse the
contracts and leases he already has assumed.  The Counterparties to
those executory contracts and unexpired leases will be served with
the Sale Notice, which will advise them that their contracts or
leases will be assigned to the Stalking Horse.

To enhance the value of the Debtors' Estates (by curtailing further
administrative liability and eliminating substantial rejection
claims), the Trustee asks authority to assign the Debtors'
unexpired leases and executory contracts (which have already been
assumed and cured) associated with the Assets to the Successful
Bidder.  He further asks that the Sale Order provide that the
assigned executory contracts and/or unexpired leases will be
transferred to, and remain in full force and effect for the benefit
of the Successful Bidder, notwithstanding any provisions in such
assigned contracts and/or leases.

The Trustee will hold the proceeds of the Sale pending further
order of the Court.  He will file a separate motion or plan for
approval of a mechanism for distributing proceeds.

Finally, the Debtors ask the Court to waive the stay of
effectiveness of the Agreed Order provided for in Bankruptcy Rule
6004(h).

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

     http://bankrupt.com/misc/Hard_Rock_Exploration_716_Sales.pdf

The Purchaser:

          PILLAR ENERGY, LLC
          Attn: Jeffrey Isner, CEO
          P.O. Box 2682
          Charleston, WV 25330

The Purchaser is represented by:

          Roger Hanshaw, Esq.
          BOWLES RICE LLP
          P.O. Box 1386
          Charleston, WV 25325

                  About Hard Rock Exploration

Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia.  Hard Rock focuses on drilling horizontal
wells.

Hard Rock Exploration, Inc., and its affiliates filed a Chapter 11
petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5,
2017.  The affiliates are Caraline Energy Company (Bankr. S.D.
W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462);
Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue
Jacket Partnership (Bankr. S.D. W.Va. 17-20464).  In the petitions
signed by James L. Stephens, the Debtors' president, Hard Rock and
Caraline Energy each estimated assets of $10 million to $50 million
and liabilities of the same range.

The Debtors were represented by Christopher S. Smith, Esq. of
Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler
Bell PLLC.

The Hon. Frank W. Volk oversees the case.

The Office of the U.S. Trustee on Oct. 18, 2017, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case.  The committee members are: (1) Richard L.
Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star
Communications.

The Debtors continued operating and maintaining their businesses as
debtors-in-possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code until the Court appointed Robert W. Leasure, Jr.,
as Ch. 11 trustee on Jan. 3, 2018.  

Jackson Kelly PLLC, is the Trustee's counsel.

On March 5, 2018, the Court approved the Trustee's retention of LS
Associates, LLC, as consultant.



IHEARTMEDIA INC: Settlement Reached in Shareholder Suit
-------------------------------------------------------
Clear Channel Outdoor, Inc. said in its Form 8-K filing with the
U.S. Securities and Exchange Commission filed on December 17, 2018,
that the Company, GAMCO Asset Management Inc. , Norfolk County
Retirement System, iHeartMedia, Inc., iHeartCommunications, Inc.
Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., and
certain of its debtor affiliates in the iHeartMedia Chapter 11
cases (the "Debtors"), and the Delaware Individual Defendants,
through their respective counsel, have entered into a settlement
agreement.

On December 29, 2017, Norfolk County Retirement System ("Norfolk"),
a stockholder of Clear Channel Outdoor Holdings, Inc. (the
"Company"), filed a derivative lawsuit in the Court of Chancery of
the State of Delaware, captioned Norfolk County Retirement System,
v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS (the "Norfolk
Action").

The complaint names as defendants iHeartMedia, Inc.
("iHeartMedia"), iHeartCommunications, Inc.
("iHeartCommunications"), Bain Capital Partners, LLC and Thomas H.
Lee Partners, L.P. (together, the "Sponsor Entities"), as the
private equity sponsors and majority owners of iHeartMedia, and the
members of the Company's board of directors (the "Delaware
Individual Defendants"). The Company is named as a nominal
defendant.

On August 27, 2018, GAMCO Asset Management Inc. ("GAMCO"), a
stockholder of the Company, filed a putative class action lawsuit
in the Court of Chancery of the State of Delaware, captioned GAMCO
Asset Management, Inc. v. Hendrix, et al., C.A. No. 2018-0633-JRS
(the "GAMCO Action" and together with the Norfolk Action, the
"Delaware Actions"). The complaint names as defendants the Sponsor
Entities and the Delaware Individual Defendants.

On December 16, 2018, the Company, GAMCO, Norfolk, the Sponsor
Entities, iHeartMedia and certain of its debtor affiliates in the
iHeartMedia Chapter 11 cases (the "Debtors"), and the Delaware
Individual Defendants, through their respective counsel, entered
into a settlement agreement (the "Settlement Agreement") that
embodies the terms of (i) a global settlement of all direct or
derivative claims by or on behalf of GAMCO and Norfolk, both
individually and on behalf of the putative class of public
shareholders of the Company (collectively, the "Settling
Plaintiffs"), against the Delaware Individual Defendants, the
Sponsor Entities, iHeartCommunications, iHeartMedia, the Company
and the Debtors, and (ii) the separation of the Company from
iHeartMedia (the "Separation") in accordance with the plan of
reorganization (the "iHeartMedia Plan of Reorganization") filed by
iHeartMedia with the United States Bankruptcy Court for the
Southern District of Texas (the "Bankruptcy Court") pursuant to
Chapter 11 of the Bankruptcy Code.

The Settlement Agreement contemplates that upon the separation of
the Company from iHeartMedia, (i) the cash sweep arrangement under
the existing corporate services agreement (the "Corporate Services
Agreement") between the Company and iHeartCommunications, a
subsidiary of iHeartMedia, will terminate, (ii) any agreements or
licenses requiring royalty payments to iHeartMedia and its debtor
affiliates by the Company for trademarks or other intellectual
property will terminate and (iii) a new transition services
agreement will supersede and replace the existing Corporate
Services Agreement.

The Debtors agreed to waive (i) the set-off for the value of the
intellectual property transferred, including royalties and (ii) the
repayment of the post-petition intercompany balance outstanding in
favor of the Debtors as of December 31, 2018.

In addition, the Settlement Agreement provides that after the
Separation, (i) iHeartCommunications will provide an unsecured
revolving line of credit in an aggregate amount not to exceed $200
million to the Company for a period of no more than three years
following the effective date of the iHeartMedia Plan of
Reorganization (the "iHeartCommunications Line of Credit"), (ii)
iHeartMedia will indemnify the Company for 50% of certain tax
liabilities imposed on the Company in connection with the
Separation on or prior to the third anniversary of the Separation
in excess of $5.0 million, with iHeartMedia's aggregate liability
limited to $15.0 million, and (iii) iHeartMedia will reimburse the
Company for one-third of potential costs relating to certain leases
between the Company and third parties in excess of $10.0 million of
such costs up to the first $35.0 million of such costs such that
iHeartMedia will not bear more than $8.33 million of such costs.

The parties agreed that the Company will recover 14.4% in cash on
its allowed claim of $1,031,721,306 under the intercompany note
owed by iHeartCommunications to the Company, and to mutual
releases, including a release of all claims that have been
asserted, could have been asserted or ever could be asserted with
respect to iHeartMedia’s Chapter 11 cases and the Delaware
Actions.

The Settlement Agreement contemplates that upon the effective date
of the iHeartMedia Plan of Reorganization, the separation of the
Company from iHeartMedia will occur pursuant to the terms of the
iHeartMedia Plan of Reorganization, the settlement term sheet dated
November 22, 2018 (the "Settlement Term Sheet") and the forms of
separation documents attached as exhibits to the Settlement
Agreement, including forms of a settlement and separation
agreement, a transition services agreement, a tax matters
agreement, a merger agreement (the "Merger Agreement") providing
for the merger (the "Merger") of the Company with and into Clear
Channel Holdings, Inc. ("CCH"), its parent company, immediately
prior to the Separation, and a revolving loan agreement governing
the terms of the iHeartCommunications Line of Credit.

The form of Merger Agreement contemplates that in the Merger, the
shares of the Company's Class A common stock will be converted into
an equal number of shares of common stock of CCH, which will be
renamed Clear Channel Outdoor Holdings, Inc. ("New CCOH") and will
represent the same percentage of ownership in New CCOH that the
Class A common stockholders have in the Company immediately prior
to the Merger.

The iHeartMedia Plan of Reorganization contemplates that
immediately following the Merger, the New CCOH common stock held by
iHeartCommunications will be transferred by iHeartCommunications to
certain holders of claims in the iHeartMedia Chapter 11 cases
pursuant to the iHeartMedia Plan of Reorganization, and New CCOH
will become an independent public company.

Clear Channel Outdoor, Inc., an outdoor advertising company,
provides outdoor advertising services to customers in the United
States. The company offers airport advertising products, bulletins,
bus advertising, commuter rail advertising, connect mobile
platform, digital billboards, junior posters, mobile billboards,
news racks, posters, premiere panels, premiere squares,
spectaculars, transit shelters, and walls capes advertising. Clear
Channel Outdoor, Inc. was formerly known as Eller Media Company and
changed the name to Clear Channel Outdoor, Inc. in July 2001. The
company was founded in 1901 and is headquartered in New York, New
York. Clear Channel Outdoor, Inc. operates as a subsidiary of Clear
Channel Outdoor Holdings Inc.



III EXPLORATION: Bankr. Court Confirms Amended Plan of Liquidation
------------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier issues his findings and
conclusions regarding confirmation of III Exploration II LP's
amended plan of liquidation.

The Court finds that the Claims and Interests placed in each Class
are substantially similar to other Claims in each such Class. The
Plan properly classifies Claims. In addition to Administrative
Expense Claims and Priority Tax Claims, which are not classified
under the Plan, the Plan designates various separate Classes of
Claims and Interests based on differences in their legal nature or
priority. Further, valid business, factual and legal reasons exist
for separately classifying the various Classes of Claims and
Interests under the Plan. Finally, the Classes do not unfairly
discriminate between holders of Claims and/or the Holders of
Interests. Thus, the Plan satisfies sections 1122 and 1123(a)(1).

The Plan provides for the same treatment for each Claim or Interest
in each respective Class unless the holder of a particular Claim or
Interest has agreed to less favorable treatment with respect to
such Claim or Interest, thereby satisfying section 1123(a)(4).

The Plan provides adequate and proper means for implementation of
the Plan, thereby satisfying section 1123(a)(5). Among other
things, Articles VI and VIII provides for (a) the revesting of the
assets of the Estate in the Reorganized Debtor; (b) the
continuation of bankruptcy case administration; (c) cash
distributions to the holders of allowed Class 1 Claims; (d)
appointment of Plan Administrator; and (e) the winding down of the
affairs of the Debtor.

The Plan is proposed in good faith and not by any means forbidden
by law and, therefore, complies with the requirements of section
1129(a)(3). In determining that the Plan has been proposed in good
faith, the Court has examined the totality of the circumstances
surrounding the filing of the Bankruptcy Case and the formulation
of the Plan.

The Plan is also feasible and complies with section 1129(a)(11)
because confirmation is not likely to be followed by a liquidation
or the need for further financial reorganization of the Debtor. The
Court is satisfied that the Plan offers a reasonable prospect of
success and is workable. As such, the requirements of section
1129(a)(11) are satisfied.

In summary, the Confirmed Plan complies with, and the Debtor has
satisfied, all applicable confirmation requirements.

The bankruptcy case is In re: III EXPLORATION II LP, Chapter 11,
Debtor, Bankruptcy No. 16-26471 (RKM)(Bankr. D. Utah).

A copy of the Court's Findings dated Dec. 4, 2018 is available at
https://bit.ly/2PUZAcn from Leagle.com.

III Exploration II LP, Debtor, represented by Mona Lyman Burton --
mburton@hollandhart.com -- Holland and Hart, George B. Hofmann,
Cohne Kinghorn PC, Patrick E. Johnson, Cohne Kinghorn, Adam H.
Reiser, Cohne Kinghorn PC & Jeffrey L. Trousdale, Cohne Kinghorn.

United States Trustee, U.S. Trustee, represented by Laurie A.
Cayton, US Trustees Office & Peter J. Kuhn, US Trustees Office.

                  About III Exploration II LP

III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho.  III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah.  III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in North
Dakota.

III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul R.
Powell, president.  The Debtor estimated assets at $50 million to
$100 million and debt at $100 million to $500 million.

The case is assigned to Judge R. Kimball Mosier.  

The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and
Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel.  Tudor Pickering Holt & Co. is the
Debtor's investment banker. Donlin Recano & Company Inc. is the
claims and noticing agent.

No trustee, examiner or official committee of creditors or equity
interest holders has been appointed.


JAMES SKEFOS: $225K Sale of Memphis Properties to IPS Approved
--------------------------------------------------------------
Judge George W. Emerson, Jr., of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized James Skefos' sale of the
following real properties located in Memphis, Tennessi as portfolio
to IPS Asset Management for $225,000: (i) 3012-14 Sinclair; (ii)
3018-20 Sinclair: (iii) 3034-36 Sinclair; (iv) 3038-40 Sinclair;
(v) 3044-46 Sinclair; (vi) 3050-52 Sinclair; (vii) 3070-72
Sinclair; and (viii) 3030 Sinclair (lot).

The contract for the sale of the foregoing properties is approved.
The Debtor is authorized to take all steps necessary to consummate
the sale and transfer title of said properties pursuant to the
terms of said contract.

James Skefos sought Chapter 11 protection (Bankr. W.D. Tenn. Case
No. 17-28243) on Sept. 18, 2017.  The Debtor tapped Daniel Lofton,
Esq., at Craig & Lofton, P.C., as counsel.


LA PALOMA GENERATING: Trustee Appeal Withdrawn from Mediation
-------------------------------------------------------------
District Judge Matthew W. Brann recommends that the appeals case
captioned PETER KRAVITZ, SOLELY IN HIS CAPACITY AS THE LIQUIDATING
TRUSTEE OF THE LA PALOMA LIQUIDATING TRUST, Appellant, v.
CALIFORNIA STATE BOARD OF EQUALIZATION, Appellee, C. A. No.
18-1759-MWB (D. Del.) be withdrawn from the mandatory referral for
mediation and proceed through the appellate process of the Court.

As a result of a screening process, the issues involved in this
case are not amenable to mediation and mediation at this stage
would not be a productive exercise, a worthwhile use of judicial
resources nor warrant the expense of the process.

The parties previously participated in an in-person mediation on
June 19, 2018 before an accomplished mediator, Clayton E. Clement,
without success. Thereafter, before the due date for the parties'
joint letter regarding whether this matter should remain in
mandatory mediation, counsel held a telephonic meet and confer on
Nov. 19, 2018. As a result, it remains evident that at this stage,
the parties' respective settlement positions remain significantly
far apart for a consensual resolution.

The Appeal having been withdrawn from the mandatory referral for
mediation; and upon the agreement of the Parties, the Court orders
that:

- The Appellant must file his principal brief in the Appeal no
later than Jan. 16, 2019.

- The Appellee must file its response brief in the Appeal no later
than Feb. 25, 2019.

- The Appellant must file his reply brief in the Appeal no later
than March 21, 2019.

A copy of the Court's Recommendation dated Dec. 4, 2018 is
available at https://bit.ly/2GAYAL0 from Leagle.com.

Peter Kravitz, solely in his capacity as the Liquidating Trustee of
the La Paloma Liquidating Trust, Appellant, represented by Jason
Michael Madron -- madron@rlf.com -- Richards, Layton & Finger, PA &
Mark David Collins -- Collins@rlf.com -- Richards, Layton & Finger,
PA.

California State Board of Equalization, Appellee, represented by
Hutchison B. Meltzer, California Department of Justice Office of
the Attorney General &Matthew C. Heyn, California Department of
Justice Office of the Attorney General.

                   About La Paloma Generating

La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec.
6, 2016.  The petitions were signed by Niranjan Ravindran, as the
Debtors' authorized person.

La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.

The Hon. Christopher S. Sontchi presides over the cases.

The Debtors are represented by John J. Rapisardi, Esq., and George
A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy
counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware
counsel.  Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve
as conflicts counsel.  Jefferies LLC serves as the Debtors'
financial advisor and investment banker, while their claims and
noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North
America, LLC, is the financial advisor.

Maria Aprile Sawczuk has been appointed fee examiner in the
bankruptcy case.

On Aug. 2, 2017, the Debtors filed a Chapter 11 Plan and Disclosure
Statement.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Sept. 5
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of La Paloma Generating
Co. LLC, et al. The committee members are: (1) Argo Chemical, Inc.;
(2) PowerFlow Fluid Systems, LLC; and (3) GE Mobile Water, Inc.


LOTUS STORES: Seeks 45-Day Extension of Plan Filing Period
----------------------------------------------------------
Lotus Stores, Inc., d/b/a Lotus Boutique, requests the U.S.
Bankruptcy Court for the Southern District of Alabama to extend its
exclusive period to file its Chapter 11 Plan, for 45 days.

The Debtor tells the Court that it has filed claim objections that
will impact the Chapter 11 Plan's feasibility.  Additionally, the
Debtor and its CPA are trying to work out the amount of the
Internal Revenue Service claim.  The ultimate amount decided will
determine whether this Chapter 11 can move forward.  The Debtor
does not believe any party will be prejudiced by the extension
sought.

                       About Lotus Stores

Lotus Stores, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 16-01867) on June 7,
2016.  In the petition signed by Lalonie Farnell, president and
sole shareholder, the Debtor estimated assets of $100,000 to
$500,000 and debts of $1 million to $10 million.  The Debtor is
represented by Jeffery J. Hartley, Esq., at Helmsing, Leach,
Herlong, Newman & Rouse, P.C.  


MACBETH DESIGNS: Court Partly Grants VVL Bid for Additional Relief
------------------------------------------------------------------
Plaintiff Vineyard Vines, LLC, in the case captioned VINEYARD
VINES, LLC v. MACBETH COLLECTION, L.L.C., et al., Civil No.
3:14CV01096(SALM) (D. Conn.) has filed a motion seeking additional
relief. Plaintiff asserts that defendants MacBeth Collection,
L.L.C., MacBeth Collection By Margaret Josephs, LLC, MacBeth
Designs LLC, and Margaret Josephs violated the Permanent Injunction
and Final Judgment on Consent entered in this case. Magistrate
Judge Sarah L. Merriam grants, in part and denied in part
plaintiff's motion.

Defendants filed a response on August 9, 2017, arguing that
plaintiff's claims pertaining to alleged violations of the
Permanent Injunction are barred by the doctrine of laches; that
defendants have complied with the Permanent Injunction; and that
the liquidated damages provision included in the Final Judgment is
punitive and, as a result, unenforceable.

Here, defendants make only a conclusory assertion that the delay in
filing a formal motion has prejudiced them. "To prevail on the
affirmative defense of laches, a defendant must prove that it has
been prejudiced by the plaintiff's unreasonable delay in bringing
the action." Here, defendants have not shown that they actually
changed their position in any way as a result of any purported
delay. To the contrary, they contend that they were actively
attempting to prevent third parties from distributing infringing
products throughout the relevant time period. Accordingly,
defendants have failed to meet their burden of establishing a
defense of laches, and plaintiff's claims are not barred by that
doctrine.

The Court notes, however, that to the extent plaintiff alleges that
the defendants had the "ability to stop further" sales of
infringing products, the Permanent Injunction do not impose any
affirmative duty on defendants to do so. The Permanent Injunction
does not include any provision requiring defendants to
affirmatively attempt to stop any third party from engaging in
infringing activity. Rather, the Permanent Injunction appropriately
bars defendants from engaging in either direct or Enabling
Violations. Plaintiff points to no provision of the Permanent
Injunction that would require defendants to seek out third parties
and attempt to stop them from selling items that might once have
been licensed or produced by defendants.8
In sum, plaintiff has presented a great deal of material
documenting its belief that infringing products remained on the
marketplace well after entry of the Permanent Injunction. It has
not, however, produced evidence sufficient to establish that any
defendant has actually violated any provision of the Permanent
Injunction in relation to the ongoing presence of those products on
the market. Accordingly, the Court finds that plaintiff has not met
its burden of establishing a violation of the Permanent Injunction
under this theory.

Accordingly, the Court grants, in part, and denies, in part,
plaintiff's Motion for Additional Relief. The Court orders
Defendants to immediately cease and desist from any and all
violations of the Permanent Injunction and Final Judgment on
Consent.

A copy of the Court's Ruling dated Dec. 5, 2018 is available at
https://bit.ly/2BxW0jc from Leagle.com.

Vineyard Vines, LLC, Plaintiff, represented by Todd S. Sharinn --
todd@gtlslaw.com -- Gilbride, Tusa, Last & Spellane & Eric H.
Seltzer -- eric@gtlslaw.com -- Gilbride, Tusa, Last & Spellane.

Macbeth Collection, LLC, Macbeth Collection By Margaret Josephs,
LLC, Macbeth Designs LLC & Margaret Josephs, Defendants,
represented by Timothy P. Frawley , Adler Pollock & Sheehan PC.

                     About Macbeth Designs

Macbeth Designs LLC is a limited liability company incorporated in
the State of New Jersey which licenses designs as a part of the
Macbeth Collection brand.  Macbeth Collection is a global lifestyle
brand known for its "on trend" bright colors and preppy bohemian
prints with a presence in over 6,000 department and specialty
stores ranging from big box retailers like Wal-Mart to high end
department stores like Saks Fifth Avenue.

Together with other related entities in which Margaret Josephs
holds an ownership interest, Macbeth Designs LLC is engaged in the
business of creating, designing and marketing products which
contain various designs that have been developed and maintained
since the inception of the Macbeth Collection brand in 2001.
Currently, Macbeth Designs licenses its trademarks and designs in
connection with, among other things, home accessories, various
storage products, consumer electronics, personal care products and
clothing.

Macbeth Designs, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 16-30967) on Nov. 1, 2016.  The petition was signed by
Margaret Josephs, its managing member.

The Debtor disclosed $1.5 million in liabilities as of the
bankruptcy filing.

Judge John K. Sherwood presides over the case.

Cullen and Dykman LLP represents the Debtor as bankruptcy counsel.
The Debtor hired Wetter & Convertini P.C. as its accountant and
Withum Smith & Brown PC as its special financial advisor.

On July 21, 2017, the Debtor filed its proposed Chapter 11 plan and
disclosure statement.


MAINE TOOL: Has Final Authority to Use BSB Cash Collateral
----------------------------------------------------------
The Hon. Michael A. Fagone of the U.S. Bankruptcy Court for the
District of Maine has entered a final order authorizing Maine Tool
& Machine, LLC's use of the cash collateral of Bangor Saving Bank
("BSB").

The Debtor will only use cash collateral for the purposes and in
the amounts set forth in the Budget, including certain adequate
protection payments that will be made to BSB and that will be
applied to each loan for which payments are made. The Debtor will
provide BSB, Midcoast Regional Redevelopment Authority ("MRRA"),
and the Office of the United States Trustee with weekly reporting
comparing the projections set forth in the Budget with the Debtor's
actual results

All post-petition cash collateral constitutes proceeds, products,
or offspring of BSB's pre-petition cash collateral and thus BSB's
liens on all post-petition cash collateral will continue to the
same extent, perfection, priority, and validity as their
pre-petition liens in cash collateral of the Debtor. Additionally,
BSB is hereby granted replacement liens in all cash collateral of
the Debtor acquired after the Petition Date and in the direct and
indirect proceeds thereof.

The Replacement Liens will have the same validity, perfection, and
priority as the prepetition liens of BSB in the cash collateral of
the Debtor as of the Petition Date. The Replacement Liens will be
automatically perfected without the need for any filing or other
act. The terms of this Order will be binding upon any Trustee
appointed in this proceeding or any Trustee appointed in a
proceeding under Chapter 7 involving the Debtor.

BSB will, for the benefit of the Debtor and its estate, satisfy, in
full, the outstanding amounts due to U.S. Bank Equipment Finance
with respect to that certain unexpired lease of equipment, which
amount is approximately $3,500. BSB will also be granted an allowed
administrative expense under Bankruptcy Code Section 503(b) in the
actual amount of the Lease Payment, which administrative expense
claim will be paid by Debtor to BSB in seven separate, monthly
installments of $500 each, beginning in December 2018, all in
accordance with the Budget.

The Debtor proposes to grant these protections to BSB in
recognition of BSB's support of the Debtor's restructuring plans,
including BSB's consent to use of cash collateral. The Court
approves these provisions negotiated and agreed upon by BSB, MRRA,
as follows:

      (a) The Debtor will acknowledge all amounts owed to BSB,
without any offsets or defenses. These amounts are set forth in
Exhibit A to the Amended Restructuring Support Agreement.

      (b) The Debtor will acknowledge the validity, perfection,
first priority, extent, and unavoidability of BSB's liens on all
Collateral, including cross-collateralization.

      (c) The Debtor waives the estate's right to surcharge BSB's
collateral under section 506(c) of the Bankruptcy Code. The Debtor
will not encumber any of the Collateral with any senior or priming
liens. Additionally, the Debtor will waive the "equities of the
case" exception under section 552(b)(1) of the Bankruptcy Code.

      (d) The entry of the Final Order will effectuate a general
release of all claims that the Debtor, on behalf of itself and its
estate, may hold against BSB.

      (e) BSB and/or MRRA may immediately revoke their respective
consents to use of cash collateral and/or the provision of adequate
protection if the Debtor defaults on any provision described in the
Motion or in the Amended RSA, if a Chapter 11 Trustee is appointed,
or if the case is converted to a case under Chapter 7, by filing a
notice on the docket in the Debtor's case. Two (2) business days
thereafter, unless the default has been cured, (i) the Debtor's
authority to use of cash collateral will terminate, and (ii) BSB
will have relief from the automatic stay without further order of
the Court related to all of BSB's Collateral.

A full-text copy of the Final Order is available at

             http://bankrupt.com/misc/meb18-20615-52.pdf

                     About Maine Tool & Machine

Maine Tool & Machine, LLC, filed a Chapter 11 petition (Bankr. D.
Maine Case No. 18-20615) on Oct. 29, 2018.  In the petition was
signed by Clifton D. Wilson, sole member, the Debtor estimated
assets and liabilities at $100,000 to $500,000 each.  The Debtor is
represented by Christopher J. Keach, Esq., at Molleur Law Office.


MEEKER NORTH: Seeks March 21 Plan Solicitation Period Extension
---------------------------------------------------------------
Meeker North Dawson Nursing, LLC, requests the U.S. Bankruptcy
Court for an extension of the exclusive period within which Debtor
solicits acceptances of the plan through and including March 21,
2019.

The Debtor filed its chapter 11 plan and disclosure statement on
October 22, 2018. The Court held a hearing on the approval of the
Debtor's disclosure statement and continued the hearing to December
11, 2018.

Due to the fact that expiration of the exclusive period in which to
solicit acceptances of the plan will occur on December 21, 2018,
the Debtor requests that the Court enter an Order extending the
exclusive periods within which it may solicit acceptances of its
Chapter 11 plan. Since the commencement of the case, the Debtor has
worked diligently to maintain continuity in the everyday operation
of its businesses, while simultaneously working to preserve and
build the value of its assets.

                About Meeker North Dawson Nursing

Meeker North Dawson Nursing, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-56883) on
April 24, 2018.  In the petition signed by Christopher F. Brogdon,
managing member, the Debtor estimated assets of less than $50,000
and liabilities of less than $1 million.  

Theodore N. Stapleton P.C. serves as its legal counsel; and Synergy
Healthcare Resources, LLC, as its financial advisor.

Daniel M. McDermott, the U.S. Trustee for Region 21, appointed
William J. Whited as the patient care ombudsman in the Chapter 11
case.


MESABI METALLICS: Court Grants SMR Bid to Dismiss Cliffs Suit
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted Superior Mineral
Resources LLC's motion to dismiss the case captioned
CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC, Plaintiff, v.
SUPERIOR MINERAL RESOURCES LLC, MIRANDA MINERAL RESOURCES, LLC, and
MESABI METALLICS COMPANY LLC, Defendants, Adv. Proc. No. 18-50416
(BLS) (Bankr. D. Del.).

The adversary proceeding centers on a dispute regarding the right
to mine taconite ore from land in the Mesabi Iron Range in
Nashwauk, Minnesota. The relevant parcels of land and mining rights
have changed hands through a series of leases and purchases over
the course of the Mesabi's Chapter 11 reorganization.

Superior posits its Motion should be granted because it sold its
ownership interests in the Land to Miranda. It asserts that Minn.
Stat. section 560 applies only to an "owner," which the statute
defines as one who has an "interest in the land as shown by a
properly executed deed or a lease." As Superior no longer has a
deed or a lease, it argues that it is not an owner and Cliffs has
failed to state a claim against it.

In response, Cliffs argues that Superior maintains an interest in
the Land through the Mortgage. Since the Mortgage gives Superior
the power to foreclose on the Co-Tenant Leased Parcels and
repossess the property in the event Miranda defaults, Cliffs
contends that Superior has a future interest in the Land by
operation of the Mortgage and that interest is sufficient under
Minn. Stat. section 560. And in any case, it adds, Superior has a
deed on the Land--the deed that existed prior to the conveyance to
Miranda. Because Superior has a future interest through the
Mortgage and a past interest through its pre-conveyance deed, it is
an "owner" or "owner of record" under Minn. Stat. section 560.

Cliffs articulates two theories by which it asserts Superior is an
"owner of record." First, Superior has continuing rights in the
land through the Mortgage, which Cliffs claims qualifies Superior
as an "owner" for purposes of the statute. Separately, Cliffs
posits Superior has a deed on the land for purposes of the
Minnesota statute--namely, the former deed that was recorded prior
to the conveyance to Miranda. Despite the conveyance and Miranda's
fee simple interest, Cliffs argues Superior's former possession of
the deed renders it a current "owner of record."

As to Cliffs' first argument, the Minnesota statute is clear: an
interest held by an "owner of record" must be shown through a
properly recorded deed or lease. On a plain language reading of the
statute, the Mortgage does not demonstrate that Superior has an
ownership interest under section 560 because it is neither a deed
or a lease.

Cliffs' second theory is also unavailing. The Minnesota statute
defines "owner of record" as an entity "who has an interest in the
land"—not an entity who has or has had an interest in the land.
The parties agree Superior transferred its ownership interest in
the land through a quit claim in favor of Miranda, which then filed
its Certificates of Title with the Office of the Registrar of
Titles. Cliffs suggests Minn. Stat. section 560 applies to previous
owners because it "does not state that a previous owner that
conveys the property through a quit claim deed has its original
ownership extinguished for the purposes of the statute." Taking
Cliffs' interpretation to its logical conclusion, any entity who
has ever held a deed on this land could be named as a defendant in
a section 560 action, regardless of whether it relinquished its
ownership interest a year ago or a hundred years ago.

Under Minnesota's canons of construction, "words and phrases are
construed according to rule of grammar and according to their
common and approved usage." Minn. Stat. section 560 defines an
owner as an entity that "has" an interest in the land as evidenced
by a deed or a lease. Cliffs suggests that if Superior is dismissed
from this action it may be forced to re-litigate this issue to
"enforce a favorable ruling against Superior should Superior's
interest transform into possession." That may be true. But those
are not the facts at issue and the Court cannot predicate its
ruling here upon a series of events that have not, and may never,
come to pass. Absent any authority that would suggest an alternate
interpretation, the Court finds Superior's former interest in the
Land does not qualify as an ownership interest for purposes of
section 560.

A copy of the Court's Opinion dated Dec. 7, 2018 is available at
https://bit.ly/2Abjqe2 from Leagle.com.

CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC, Plaintiff,
represented by Allen E. Christy, Jr. , DeWitt Mackall Crounse &
Moore, M. Blake Cleary -- mbcleary@ycst.com -- Young, Conaway,
Stargatt & Taylor & Michael S. Neiburg -- mneiburg@ycst.com --
Young Conaway Stargatt & Taylor, LLP.

SUPERIOR MINERAL RESOURCES, LLC., Defendant, represented by Phillip
Bohl -- phillip.bohl@gpmlaw.com  --Gray Plant Mooty Mooty &
Bennett, P.A., Charles K. Maier , Gray Plant Mooty Mooty & Bennett,
P.A. & Kathleen M. Miller -- KMILLER@SKJLAW.COM -- Smith,
Katzenstein & Jenkins LLP.

MIRANDA MINERAL RESOURCES, LLC & MESABI METALLICS COMPANY LLC,
Defendants, represented by Daniel N. Brogan --
dbrogan@bayardlaw.com --  Bayard, P.A. & Ian M. Rubenstrunk ,
Winthrop & Weinstine, P.A.

MESABI METALLICS COMPANY LLC & MIRANDA MINERAL RESOURCES, LLC,
Counter-Claimants, represented by Daniel N. Brogan, Bayard, P.A.

                 About Essar Steel Minnesota

Essar Steel Minnesota LLC, now known as Mesabi Metallics Company
LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July
8, 2016.  Madhu Vuppuluri, president and CEO, signed the
petitions.

ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debt at $500 million to $1 billion.  Essar Steel Minnesota LLC
estimated assets and debt at $1 billion to $10 billion.

Judge Brendan Linehan Shannon is the case judge.

Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq.,
and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as
counsel to the Debtors.  Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates.  The Committee retained Andrew
K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as
counsel.  Garvan F. McDaniel, at Hogan McDaniel, act as Delaware
counsel.  David MacGreevey, at Zolfo Cooper, LLC, is the
Committee's financial advisor.


MICRON TECHNOLOGY: S&P Alters Outlook to Pos. & Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
Micron Technology Inc. and revised the outlook to positive from
stable. All debt and recovery ratings are unchanged.

U.S. memory semiconductor producer Micron Technology Inc. has
delivered substantial operating improvement and debt reduction. The
positive outlook reflects S&P's expectation that Micron will
maintain cost competitiveness and good execution on subsequent
process node transitions, despite a material reduction on capital
expenditures (capex) to respond to tough memory market conditions.

The outlook revision is based on Micron's substantial operating
improvement and debt reduction that have prepared the company to
weather yet another memory industry downturn that is underway. In
its first fiscal quarter of 2019 ended Nov. 30, 2018, after 8
quarters of consecutive growth, Micron saw sequentially lower
revenue and contracted gross margin primarily from falling memory
prices. Micron ended the quarter improving its net cash position
and about $4.5 billion of debt in face value, the lowest level
since 2013. Despite the company's sharply lowered revenue and gross
margin guidance for the upcoming quarter, near-term industry-wide
inventory built and weaker memory demand, we expect the company
will maintain a conservative balance sheet and a solid liquidity
position, and remain committed to its financial policy through the
downturn.

S&P said, "The positive outlook reflects our expectation that
Micron will maintain cost competitiveness and good execution on
subsequent process node transitions and a sizable liquidity
position, despite a material reduction on capex to respond to tough
memory market conditions. We also expect the company to generate
free cash flow of at least $3 billion to $4 billion on a rolling 12
months basis while undergoing the industry cycle.

"We could raise the rating to investment grade if Micron can
maintain EBITDA margins of at least 50%, total liquidity (cash and
marketable securities plus revolver availability) of at least 30%
of sales, and a net cash position over the coming year.

"We could revise the outlook to stable if Micron is challenged by a
severe memory industry downturn, delays in technology transitions,
or a weakening competitive position, such that we expect its
profitability and free cash flow to experience multiple periods of
sharp declines or if Micron returns to a net debt position. We
could also revise the outlook to stable if Micron deviates from its
stated financial policy causing its total liquidity positon to
weaken and leverage to rise."



NMS FABRICATION: Seeks Dec. 31 Exclusive Filing Period Extension
----------------------------------------------------------------
NMS Fabrications, Inc. files with the U.S. Bankruptcy Court for the
Eastern District of New York an amended second motion seeking for
further extension of the exclusive periods to file a chapter 11
plan to Dec. 31, 2018, and thereafter to solicit acceptances of
such plan to March 1, 2019.

The Debtor contend that ample cause exists for granting an
extension of the Exclusive Period since it has been working toward
being able to formulate, file and seek confirmation of a plan of
reorganization. The Debtor has been granted rolling extensions of
those periods to date as a result of their ongoing discussions with
counsel to the Lepestats as they attempt to resolve a Motion to
Dismiss the bankruptcy case of NMSOOH, Inc. -- which was eventually
dismissed effective Dec. 3, 2018. The Debtor asserts that those
extensions were necessary to preserve the status quo during the
process of negotiations.

The Debtor has been focused on bringing in and completing jobs. As
of several days ago, it had outstanding receivables of $56,000 with
two large jobs in process. The Debtor believes that collection of
those receivables and completion of its current jobs, and
continuing to book new jobs will provide a framework for proposing
and confirming a viable plan of reorganization.

Moreover, in reviewing the claims against it, the Debtor determines
that its non-tax and non-executory equipment lease claims total
less than $50,000. The Debtor believes that the large tax claim
filed by the Internal Revenue Service is based on estimates that
should be reduced substantially upon the filing of 940 and 941
payroll tax returns for 2017.

Although progress has been made, the Debtor requires a further
extension of its Exclusivity Periods to give it additional time to
continue to negotiate with its creditors, prepare any necessary
financial projections, and assist those parties in understanding
the Debtor's business operations as they relate to any proposed
plan. The Debtor believes that the requested further extensions
will allow it to move forward with a plan to exit bankruptcy
through a confirmed plan of reorganization.

                     About NMSOOH, Inc., d/b/a
                      National Media Services

NMSOOH, Inc., based in Copiague, NY, and its affiliates sought
Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 18-72671) on
April 20, 2018.  The Hon. Louis A. Scarcella (18-72671) and Robert
E. Grossman (18-72675), preside over the cases.  In the petition
signed by Eric S. Drucker, president and CEO, the Debtors estimated
up to $50,000 in assets and $1 million to $10 million in
liabilities.  Richard J. McCord, a partner of Certilman Balin Adler
& Hyman, LLP, serves as bankruptcy counsel.


NORTHERN CROSS: To Close Business, Commence Liquidation
-------------------------------------------------------
Northern Cross, LLC, on Dec. 18, 2018, disclosed that it is closing
its business, and will dissolve and commence liquidation, effective
December 18th, 2018.  The Company will transfer all its assets and
liabilities to NC Liquidation Trust effective Dec. 28, 2018.  None
of the Company, NC Liquidation Trust or any of the Company's
Members or associated persons will continue any portion of the
Company's business activities, or make use of the Company's name,
investment track record or goodwill, other than as may be required
to effect the liquidation of the Company.

All future communications regarding the Company should be addressed
to NC Liquidation Trust at ncliquidationtrust@northerncrossllc.com

Headquartered in Boston, Northern Cross, LLC is an employee owned
investment manager.  The firm provides its services to charitable
organizations, pension and profit sharing plans, pooled investment
vehicles, investment companies, and high net worth individuals.


PATRIOT NATIONAL McIntire Plaintiffs' Bid to Centralize Suits Nixed
-------------------------------------------------------------------
Plaintiffs in an action pending in the Southern District of Florida
(McIntire) move to centralize four actions in the Southern District
of Florida. Two actions are pending in the Southern District of
Florida, and two in the Southern District of New York. Plaintiffs
in the New York actions oppose centralization, as do defendants
Christopher Pesch and Quentin P. Smith, Jr.

The United States Judicial Panel on Multidistrict Litigation denies
the motion for centralization of these actions.

On the basis of the papers filed and the hearing session held, the
Panel concludes that centralization is not necessary for the
convenience of the parties and witnesses or to further the just and
efficient conduct of this litigation. Undoubtedly, these actions
share factual issues arising from allegations of financial
misconduct involving Patriot National, Inc., a provider of
technology and outsourcing solutions to the insurance industry,
which filed for Chapter 11 bankruptcy in January 2018. But, there
are, in reality, only three actions, as the New York actions have
been consolidated. Further, plaintiffs in the Florida actions are
represented by common counsel.

In addition to the small number of actions, the litigation appears
to be at an advanced stage. According to counsel for the New York
plaintiffs, a settlement in principle has been reached with the
Patriot National director and officer defendants. They represent
that they anticipate filing a motion for preliminary approval of
that settlement by late December. If that is the case, there is
little, if any, need for centralization.

Finally, the record provides at least some support for the argument
of the New York plaintiffs that the true animating force behind
this Section 1407 motion is the McIntire plaintiffs'
dissatisfaction with the lead plaintiff/lead counsel appointment
process that took place in the New York actions, and their
corresponding quest to reopen that process. Section 1407's purposes
do not include resolving disputes among counsel over control of the
litigation. Whatever the merits of the McIntire plaintiffs'
aggrievement, they are not properly before the Panel.

The case is in re: PATRIOT NATIONAL, INC., SECURITIES LITIGATION,
MDL No. 2870 (J.P.M.L.).

A copy of the Court's Order dated Dec. 6, 2018 is available at
https://bit.ly/2UXTOdw from Leagle.com.

                  About Patriot National

Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector. Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot was
incorporated in Delaware in November 2013.

The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."

Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.

The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services. Prime Clerk LLC is the
Debtors' claims, noticing and balloting agent.

James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.

The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.


PETTERS COMPANY: G. Boosalis Objection to Jury Instruction Nixed
----------------------------------------------------------------
On Nov. 26, 2018, trial commenced in the fraudulent transfer action
captioned Douglas A. Kelley, in his Capacity as the PCI Liquidating
Trustee for the PCI Liquidating Trust, Plaintiff, v. Gus Boosalis,
Defendant, Case No. 0:18-cv-00868 (SRN/TNL) (D. Minn.) brought by
Plaintiff Douglas A. Kelley, in his Capacity as Trustee for the PCI
Liquidating Trust against Defendant Gus Boosalis. The Trustee's
claims are asserted under provisions of the Bankruptcy Code and the
Minnesota Uniform Fraudulent Transfer Act, (the "MUFTA"). At issue
is the Court's proposed jury instruction on "reasonably equivalent
value," to which Boosalis objects.

The Court heard argument on this issue at the Nov. 30, 2018 jury
instruction charge conference, and requested briefing, which the
parties have since filed.  After careful consideration, District
Judge Susan Richard Nelson overrules the Defendant's objection.

The issue of reasonably equivalent value is relevant to the
Trustee's prima facie case as well as Defendant's affirmative
defense. One element of a claim for constructive fraud under the
MUFTA requires the Trustee to show that PCI made transfers to
Boosalis "without receiving reasonably equivalent value" in return.
And, as part of Defendant's affirmative defense to the Trustee's
claim of actual fraud, Boosalis may show that he took PCI's
transfers "in good faith and for reasonably equivalent value." As
defined under the MUFTA, "reasonably equivalent value" means that
"the value of the consideration received by the debtor was
reasonably equivalent to the value of the asset transferred or the
amount of the obligation incurred. . . ."

Boosalis maintains that the Court's proposed instruction conflicts
with the Minnesota Supreme Court's ruling in Finn v. Alliance Bank.
He contends that the instruction improperly relies on the Ponzi
scheme presumption, rejected in Finn. He further contends that the
transfers in question, of both principal and interest, were for
reasonably equivalent value, and that the promissory notes are
legally enforceable. Boosalis counters with the following proposed
instruction on reasonably equivalent value:

Reasonably equivalent value may be found if the value Petters
Company, Inc. received from Defendant in exchange for a payment was
reasonably equivalent to the value of the payment. Value may be
reasonably equivalent where the payment is made to satisfy an
antecedent debt. An antecedent debt includes any legally
enforceable right to payment against Petters Company, Inc.

Defendant's proposed instruction, however, leaves the jury to
decide whether Boosalis has a "legally enforceable" right to retain
the interest payments received from PCI. The question of whether an
enforceable contract exists--and whether the contract may be
considered void as against public policy--is a question of law for
the Court, and not a question of fact for the jury. A contract may
be void against public policy if it is "injurious to the interest
of the public or contravenes some established interest of society."
Under Minnesota law, a contract that aims to deceive a third party
is void.

While Defendant cites authority for the proposition that a contract
is enforceable if it is merely "incidentally or indirectly" or
"only remotely" connected with an illegal transaction,  the jury
must resolve the fact question of whether the promissory notes
between PCI and Defendant are tangentially connected to the fraud
or directly connected to it.

The Court's proposed instruction, properly instructs the jury to
find facts regarding whether Boosalis has a valid right to retain
the interest payments that he received from PCI. The jury will
decide the disputed fact question of whether PCI used the
promissory notes between PCI and Boosalis as part of a Ponzi scheme
to defraud other investors and whether it repaid the notes with
fraudulently-obtained funds. Defendant is free to present evidence
showing that he provided value in exchange for the transfers.

Accordingly, the Court finds its proposed instruction, is
consistent with the facts at issue here and with Minnesota law.
Defendant's objection is therefore overruled.

A copy of the Court's Order dated Dec. 3, 2018 is available at
https://bit.ly/2SiF6MJ from Leagle.com.

Douglas A. Kelley, in his capacity as the PCI Liquidating Trustee
for the PCI Liquidating Trust, Plaintiff, represented by Andrew B.
Brantingham -- - brantingham.andrew@dorsey.com --  Dorsey & Whitney
LLP, Christina Hanson  -- hanson.christina@dorsey.com -- Dorsey &
Whitney LLP, J. David Jackson  -- Jackson.david@dorsey.com --
Dorsey & Whitney LLP, John R. Marti , Dorsey & Whitney LLP & Lucas
J. Olson  -- olson.lucas@dorsey.com -- Dorsey & Whitney LLP.

Gus Boosalis, Defendant, represented by Daniel J. Frisk , Grande
Frisk Thompson & Schwab, pro hac vice, Don R. Grande , Grande Frisk
& Carter & Mark A. Schwab , Schwab Thompson & Frisk, pro hac vice.

                   About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company in
1988.

Petters Company, Inc., is the financing and capital-raising unit of
Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters
Company estimated its debts at $500 million and $1 billion.

Parent Petters Group Worldwide estimated its debts at not more than
$50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on
Oct.6, 2008. Petters Aviation is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Sun Country's parent
company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PJ REAL ESTATE: S100 Buying Bowie Property for $370K
----------------------------------------------------
PJ Real Estate, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of the real property
known as 5710 Woodcliff Road, #4, Bowie, Maryland to S100, Inc. or
assigns for $370,000.

A hearing on the Motion is set for Feb. 28, 2019, at 2:00 p.m.
Objections, if any, must be filed no later than 21 days after the
date of filing of the Notice.

The Debtor's owns the property, the remaining parcel of real estate
in a commercial condominium complex in Bowie, Maryland, under the
business name PJ Real Estate, LLC.  The Debtor leases the space to
its principals' other business entity, Porcelain Tub, which is a
bath and tub restoration enterprise.

By the Motion, the Debtor asks entry of an order authorizing and
approving the sale of the property free and clear of all liens and
encumbrances.

A copy of the Letter of Intent attached to the Notice is available
for free at:

      http://bankrupt.com/misc/PJ_Real_Estate_120_Sales.pdf

                     About PJ Real Estate

PJ Real Estate, LLC, owns a parcel of commercial real estate in
Bowie, Prince George's County, Maryland.  PJ Real Estate sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 17-18758) on June 27, 2017.  In the petition signed by
Paul Burns, the Debtor estimated assets of less than $50,000 and
liabilities of less than $1 million.  The John Roberts Law Firm,
PC, is the Debtor's bankruptcy counsel.


POST PRODUCTION: Periscope Buying All Assets for $500K
------------------------------------------------------
Post Production, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of
substantially all of its business assets to Periscope Post and
Audio, LLC or its assignee for $500,000, subject to higher and
better offers.

A hearing on the Motion is set for Jan. 8, 2019, at 11:00 a.m.

The business has not operated as planned, expecting a combination
of increased efficiency and economic recovery to sustain the
business. During the Bankruptcy Case, the Debtor has operated at
less than a breakeven pace.  It realized that the long-term
solution for the Business was to either obtain additional capital,
or sell the Business to a operator who was adequately capitalized
to operate in the space.  The Debtor has actively attempted to sell
the business to an interested investor or to secure a capital
investment.

The Business is composed of certain assets that are currently owned
or leased by the Seller.  The Debtor has now determined that the
best way to maximize value for its creditors and the estate is to
sell its Business operations and related assets to the Buyer as it
can no longer operate in the ordinary course at a level to meet its
obligations and potentially pay creditors a dividend.  

The Buyer owns and has investments in a business similar to the
Debtor's in the Chicago, Illinois area, which are well known both
to the Debtor and other interested parties.  The Buyer's business
is performing well financially, and the Debtor is satisfied that
the Buyer has the financial capacity to complete the sale and
capital to operate the Business, and assume the lease for the
business premises.  The Debtor has received financial information
concerning the Buyers credit worthiness.

The Debtor conducted an extensive marketing effort for the
Purchased Assets.  Therefore, it desires to sell, and the Buyer
desires to purchase, subject to the terms and conditions of their
Asset Purchase Agreement and in accordance with Sections 363 and
365 of the Bankruptcy Code, certain of the properties and assets of
the Debtor.

The salient terms of the APA are:

     a. The Purchased Assets are all tangible and intangible
assets, properties, rights and claims of the Seller used in the
Business located on the premises of the Business.

     b. Price: $500,000

     c. Deposit: $25,000

     d. The sale will be on an "as is, where is," basis without
representations or warranties of any kind, nature or description,
and free and clear of all liens, claims and interests.

     e. The Debtor will assume and assign certain designated
executory contracts to the Buyer.

     f. Expense Reimbursement: $25,000

In order to effectuate the sale of the Purchased Assets, the Debtor
must convey to the Buyer its interest in the executory contracts
and unexpired leases.  Accordingly, the Debtor asks the Court to
authorize it to assume and assign to the Buyer the Assumed
Contracts.

Each counterparty to an Assumed Contract will have up to the time
provided under the Local Bankruptcy Rules for objection to the
Motion to object on any grounds to the assumption and assignment of
the Assumed contract to which it is a party.

Furthermore, to maximize the greatest value for the estate and its
creditors, those parties offering to purchase the Purchased Assets,
will have the opportunity to overbid for the purchase of the
Purchased Assets at the time of the hearing on the Motion, on
substantially the same or better terms as set forth in the
Agreement.  Any initial overbid for the Purchased Assets will be in
an amount not less than $50,000 greater than the Buyer's offer, or
such amount that the Court sets, and the procedures for Over
bidders are set forth more fully in the Motion.  Any and all
additional Overbids will be subject to any further Overbid amount
requirements, set by the Court.

Any other parties interested in bidding on the Assets must submit
to the counsel of the Seller, by no later than five business days
before the hearing set to approve the Sale, cash or a money order
or a cashier's check made payable to Kogan Law Firm, APC Client
Trust Account in the amount of $50,000, which amount will be paid
by any successful Overbidder as a nonrefundable deposit and held by
the Seller's in a trust account pending closing of the sale
transaction; and at the time of the Sale, any Overbidder must
demonstrate the ability to pay the remaining portion of the
purchase price and to successfully consummate the sale transaction.
The Buyer will have the right to participate in any Overbid
proceeding.  If there are over bidders for the purchase of the
assets, the Debtor asks that these proposed procedures are
approved.

Th expected funds in the estate post-closing are: (i) sale proceeds
- $500,000; (ii) cash on hand - $100,000; and (iii) collection of
accounts receivables - $100,000.  The expected use of the funds
are: (i) cure amounts and unpaid administrative expenses -
$100,000; (ii) payments of non-competition - $100,000; and (iii)
professional fees - $100,000.  The net remaining proceeds to be
distributed will $400,000.

The sale will be noticed to all previous interested parties to the
Purchased Assets, and to creditors and other interested parties.
The Debtor believes that all burdens of establishing a sound
business justification for the sale of the Purchased Assets have
been met.  It believes that the purchase price maximizes the value
of the Purchased Assets to the estate.  The terms of the sale with
the Buyer have been negotiated at arms'-length and the
consideration for purchase of the Purchased Assets is fair and
reasonable, and represents the fair market value for the Purchased
Assets.  

Finally, the Debtor asks the Court to waive the 14-day stay
pursuant to FRBP 6004(h) and 6006(d).  The sale is premised on
prompt closing, particularly in light of the Debtor's liquidity
concerns.

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

  http://bankrupt.com/misc/Post_Production_166_Sales.pdf

The Purchaser:

          PERISCOPE POST AND AUDIO, LLC
          c/o John G. Burgee, Esq.
          Burgee & Abrarnoff, PC
          20501 Ventura Blvd., Suite 262
          Woodland Hills, CA 91364
          E-mail: jburgee@bandalaw.com

                      About Post Production

Post Production, Inc. -- http://www.postproduction.com/-- is a
full-service post production company headquartered in Los Angeles,
California.  Formerly known as SonicPool, Post Production provides
industry professionals with services including editorial, color,
visual effects and digital delivery.  It also offers
post-production rentals and technology products.  The company was
founded in 2001 by John W. Frost and Patrick Bird.

Post Production sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17028) on June 18,
2018.  In the petition signed by John Frost, president, the Debtor
disclosed $1.45 million in assets and $1 million in liabilities.
Judge Vincent P. Zurzolo presides over the case.  The Debtor tapped
Kogan Law Firm, APC as its legal counsel.


RELAY SHOE: Rockport Eyes Exciting 2019
---------------------------------------
The Rockport Group, a maker of casual and dress shoes including the
Rockport, Reef, Aravon and Dunham brands, on Dec. 21, 2018,
disclosed that the United States Bankruptcy Court for the District
of Delaware has approved the liquidation plan of The Relay Shoe
Company, formerly known as The Rockport Company, in conjunction
with its Chapter 11 bankruptcy case filed on May 14, 2018.  This is
positive news for The Rockport Company, LLC (acquired by
Charlesbank Capital Partners on August 2, 2018) as it completes
2018 -- a year of change and transformation.

Rockport recently announced the hiring of Javan Bunch as President
as well as a series of significant process improvements and
advancements in product and marketing efforts.  Collectively this
work is focused on setting the stage for a very exciting 2019.

                   About The Rockport Company

The Rockport Company, LLC, and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.

The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.

The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.

Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada.  Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States.  Accordingly, the center of main interests for Rockport
Canada is located in the United States.  On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).

The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A.  The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC.  Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor.  Deloitte Tax LLP, as
tax service provider.

Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.

Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.

Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.

Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.

The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of The Rockport Company LLC.  The Committee
taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.


RELAY SHOE: Wants to Maintain Plan Exclusivity Through March 11
---------------------------------------------------------------
The Relay Shoe Company, LLC fka The Rockport Company, LLC, and
debtor-affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend the Debtors' exclusive periods to file a chapter
11 plan by approximately 90 days through and including March 11,
2019 and solicit votes thereon by approximately 90 days through and
including May 13, 2019.

The Debtors filed these cases approximately seven months ago. The
Debtors devoted substantial time and effort in pursuing, obtaining
the approval of and closing the Sale to maximize value for their
estates.  By the authority granted under the Sale Order, the
Debtors consummated the sale transaction on Aug. 2, 2018.

Closing the Sale required the focused effort of the Debtors'
workforce and professionals. Since the closing date, the Debtors
have devoted significant time and effort to assisting with the
transition of the assets to the purchaser in as seamless a manner
as possible. In addition, the Debtors began negotiating with their
major constituents regarding the formulation of a liquidating plan
to wind down the Debtors' estates.

The Debtors have also taken numerous other steps to conclude these
Chapter 11 Cases, including, but not limited, establishing a bar
date for filing proofs of claim. Most significantly, the Debtors
filed the Combined Plan and Disclosure Statement. Following interim
approval of the Disclosure Statement on October 16, 2018, the
Debtors solicited votes on the Combined Plan and Disclosure
Statement.

Prior to the Confirmation Hearing, the Debtors intend to file a
voting certification certifying that all classes entitled to vote
have accepted the Combined Plan and Disclosure Statement. The
Debtors are currently focused on negotiating with parties in
interest in order to resolve all outstanding objections prior to
the Confirmation Hearing scheduled for December 19, 2018.

The current Exclusive Filing Period is set to expire on December
10, 2018, which occurs approximately one week before the
Confirmation Hearing. Although the Debtors expect the Combined Plan
and Disclosure Statement to be confirmed at the Confirmation
Hearing and are working to address all outstanding objections to
confirmation of the Combined Plan and Disclosure Statement, the
Debtors seek exclusivity extension of the periods out of an
abundance of caution to address any unforeseen delays experienced
in connection with confirmation of the Combined Plan and Disclosure
Statement.

                     About The Rockport Company

The Rockport Company, LLC, and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.

The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.

The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.

Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada.  Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States. Accordingly, the center of main interests for Rockport
Canada is located in the United States.  On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).

The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A.  The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC. Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor. Deloitte Tax LLP, as tax
service provider.

Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.

Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.

Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.

Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.

The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of The Rockport Company LLC.  The Committee
taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.


RELAY SHOE: Wins Confirmation of Liquidating Plan
-------------------------------------------------
The Relay Shoe Company, LLC, formerly known as The Rockport
Company, LLC, and its affiliated debtors have won confirmation of a
liquidating plan that contemplates the creation of a liquidating
trust that will make distributions to holders of allowed claims.

As no competing bids were received by the bid deadline, the Debtors
have agreed to sell substantially all assets -- other than the
North American retail assets -- to stalking horse bidder CB
Marathon Opco, LLC, for $150 million in cash and a warrant to
purchase up to 5% of the common equity of the indirect parent of
CB.

As CB did not purchase the North American retail assets, the
Debtors conducted closing sales at retail locations in the United
States and Canada.

Under the Plan, holders of prepetition note secured claims are
entitled to recover 26% to 28%.  As of the Petition Date, the
Debtors had $188.3 million outstanding under the prepetition notes
facility.

Holders of general unsecured claims against the U.S. Debtors will
recover up to 2%.  Holders of general unsecured claims against
Rockport Canada will recover 68% to 78%.

The agreement providing for the Debtors' DIP financing provided for
a wind-down reserve in the amount of $2.5 million to fund certain
expenses associated with the winding down of the Chapter 11 Cases
and consummation of the Plan.  The amount of the wind-down reserve,
which was based on the parties' best estimates at the time, proved
insufficient to cover the actual amount of U.S. professional fee
claims, U.S. General administrative claims, U.S. priority tax
claims and other priority claims against the U.S. Debtors asserted
in the Chapter 11 Cases.  

Accordingly, following a series of good faith negotiations, the
prepetition noteholders have consented to the additional use of
their cash collateral in the manner reflected in the Plan.  Absent
the prepetition noteholders' consent to this additional funding,
the Debtors would be unable to confirm the Plan, there would be no
prospect of a recovery to the holders of allowed general unsecured
claims against the U.S. Debtors, and the U.S. Debtors would likely
have had no choice but to convert their Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code.

A copy of the Plan Confirmation Order is available at:

    http://bankrupt.com/misc/Rockport_664_Conf_Order.pdf

             About The Rockport Company

The Rockport Company, LLC, and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.

The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.

The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.

Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada.  Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States.  Accordingly, the center of main interests for Rockport
Canada is located in the United States.  On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).

The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A.  The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC.  Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor.  Deloitte Tax LLP, as
tax service provider.

Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.

Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.

Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.

Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.

The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of The Rockport Company LLC.  The Committee
tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.

                          *     *     *

The Debtors sold most of their assets to CB Marathon Opco, LLC, for
$150 million in cash.  Pursuant to Section 8.17 of the asset
purchase agreement, the Debtors were required to change the names
of certain of the Debtors to remove any reference of "Rockport."
Following the sale, The Rockport Company, LLC was named to The
Relay Shoe Company, LLC.


RESIDENTIAL CAPITAL: Trust Modifies Incentive Compensation
----------------------------------------------------------
The ResCap Liquidating Trust on Dec. 20, 2018, announced a
modification to the incentive compensation payable to the members
of the Board of the Trust (the "Trustees").  This disclosure is
made in accordance with the terms of the Trust's Amended and
Restated Incentive Plan for Liquidating Trustees (the "Plan"),
which provides that notice of modifications to the compensation of
the Trustees be provided at least 30 days in advance of
effectiveness.  The modification is designed to preserve the
alignment of the interests of Trustees with those of the unit
holders, in light of the advanced state of the Trust and the status
of litigation involving the remaining affirmative claims of the
Trust.

Specifically, under the Plan, the incentive compensation pool
increases incrementally by 3% of unit holder recoveries in excess
of $15.50 per unit; however that incremental increase is reduced to
1.5% for distributions after December 31, 2018.  The Plan is being
modified so that the step down will be from 3% to only 2.5%.  The
modification recognizes the prudent prosecution by the Board of the
remaining correspondent lender claims of the Trust so as to
maximize unit holder recoveries, while preserving in concept the
originally intended step down feature of the Plan.  The
modification will become effective 30 days from the date of this
release, retroactive to January 1, 2019.

As a consequence of the modification, for distributions made after
January 1, 2019, each time a new $.50 per unit payment threshold is
exceeded, beginning with $15.50 per unit, the incentive
compensation of the Trustees, in the aggregate for all Trustees,
would increase by $494,297 over the incentive compensation they
would receive under the Plan as currently in effect.  Each $.50 per
unit payment threshold corresponds to an increase in unit holder
distributions of approximately $49.4 million.  These calculations
will continue to be affected by the offset which applies under the
Plan for retainer previously paid.

The Plan modification would not alter the incentive compensation
with respect to any previous distributions to unit holders or the
distribution contemplated to be made before year end 2018.  The
increase in compensation, assuming the relevant distribution
thresholds are satisfied, would accrue only to the current Trustees
of the Trust.

The Plan provides that, if the holders of 25% or more of the
outstanding units object to any proposed modification to the
compensation of the Trustees within 30 days of a press release
announcing the modifications, representatives of the Board of
Trustees will consult with the holders regarding their objection.

To date, the Trust has settled 80 cases with a settlement value of
approximately $1.131 billion.  In addition, in November 2018, the
Trust received a favorable jury verdict against Home Loan Center in
the amount of $28.7 million, exclusive of additional interest and
fees and costs which the Trust is seeking from Home Loan Center.
Unit holder recoveries since January 1, 2014 have totaled $1.412
billion or $14.1171 per unit.  In addition, unit holders of record
as of December 13, 2018 will receive a distribution of an
additional $1.0115 on December 28, 2018, bringing total post
confirmation recoveries to unit holders as of calendar year end
2018 to $15.1286 per unit.

                 About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.

The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC, and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                           *    *    *

The ResCap Liquidating Trust was established in December 2013 under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case. The Trust maintains a website at
http://www.rescapliquidatingtrust.com/-- which Unitholders are
urged to consult, where Unitholders may obtain information
concerning the Trust, including current developments.


ROBERT RAEL: 10th Cir. Affirms Denial of Bid to Junk Trustee Suit
-----------------------------------------------------------------
The appeals case captioned PATRICK S. LAYNG, United States Trustee
for Region 19, Plaintiff-Appellee, v. ROBERT RAEL; LISA RAEL,
Defendants-Appellants, No. 18-8026 (10th Cir.) involves several
orders entered in the bankruptcy proceedings stemming from the
joint petition for bankruptcy relief filed by Robert and Lisa Rael,
and the adversary proceeding filed by the United States Trustee
seeking denial of the Raels' claim for discharge. The Raels appeal
the district court's orders (1) affirming the bankruptcy court
order denying their motion to dismiss the adversary proceeding; (2)
affirming the bankruptcy court's denial of their C.R.C.P. 60(b)
motions, which, like the motion to dismiss, challenged the court's
jurisdiction to enter an order permitting the sale of their real
property; (3) reversing the bankruptcy court judgment granting
their claim for discharge; and (4) reversing the bankruptcy court's
order requiring the Trustee to pay the Raels' attorney fees as a
discovery sanction.

Upon careful review, United States Court of Appeals, Tenth Circuit
affirms the district court’s rulings.

The Raels claim the bankruptcy court erred by denying their motion
to dismiss the adversary proceeding under Fed. R. Civ. P. 12(b)(6)
on the ground that the court lacked jurisdiction to enter the Sale
Order in the reopened Chapter 11 proceeding and therefore lacked
jurisdiction to enforce that order in the adversary proceeding. The
Court disagrees.

Initially, the Court notes that in affirming the bankruptcy court's
denial of the motion to dismiss, the district court interpreted the
Raels' argument as challenging the bankruptcy court's jurisdiction
over the adversary proceeding itself. To the extent the Raels make
such an argument on appeal, we reject it. A challenge to the
propriety of discharge under section 727 impacts the determination
whether to grant discharge. It is thus part of a core proceeding
that is plainly within the bankruptcy court's jurisdiction.

The Court also rejects the Raels' contention that the bankruptcy
court's ruling in the Contempt Orders constituted a finding that
the court lacked jurisdiction over the property after the case was
closed. In their contempt motions, the Raels claimed Wells Fargo's
state court actions were improper because they violated the
automatic stay and because the bankruptcy court had exclusive
jurisdiction to enforce the provisions of the Plan.

Contrary to the Raels' contention, nothing in either the Contempt
Orders or the BAP Order suggested that, after the case was closed,
the bankruptcy court lacked jurisdiction over any matters related
to the property that was the subject of the Sale Order—those
orders simply held that the bankruptcy court did not have exclusive
jurisdiction over issues related to the subject property. Indeed,
an order that the bankruptcy court lacked jurisdiction altogether
would have been inconsistent with the jurisdiction retention
language in the Plan, which provided that the bankruptcy court
retained post-confirmation jurisdiction to "enter orders necessary
or appropriate to carry out the provisions of" the Plan.

The Raels also claim the bankruptcy court erred by denying their
motions under Fed. R. Civ. P. 60(b), which is made applicable to
bankruptcy proceedings by Fed. R. Bankr. P. 9024. The Court
disagrees.

The Raels' Rule 60(b) motions sought to vacate the Sale Order as
void under Rule 60(b)(4) and argued that enforcement of the order
was inequitable under Rule 60(b)(5) and that justice required that
it be set aside under Rule 60(b)(6) due to mutual mistake. All of
the Raels' Rule 60(b) arguments are based on their challenge to the
bankruptcy court's jurisdiction to enter the Sale Order and their
mischaracterization of the rulings in the Contempt Orders and BAP
Order. Having already concluded that the bankruptcy court had
jurisdiction to enter the Sale Order and that neither the Contempt
Orders nor the BAP Order suggested otherwise, we find no error in
the bankruptcy court's denial of the Rule 60(b) motions on the same
basis.

A copy of the Court's Order and Judgment dated Dec. 7, 2018 is
available at https://bit.ly/2EMjHIk from Leagle.com.

Robert Alyn Rael and Lisa Lynn Rael filed for Chapter 11 bankruptcy
(Bankr. D. Wyo. Case No. 08-20251) on May 1, 2008, listing under $1
million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/wyb08-20251.pdf


SEARS HOLDINGS: Takes $443-Mil. in Charges from Store Closures
--------------------------------------------------------------
Sears Holdings Corp. said in a regulatory filing Dec. 18, 2018,
that it expects to incur charges of approximately $443 million,
including $81 million in markdowns, $9 million in severance costs,
$335 million in lease termination costs, $12 million in other
charges, and $6 million in depreciation, in the third and fourth
fiscal quarters of 2018 as a result of the store closures announced
on October 15, 2018.

In the Form 8-K/A filing, Sears said that the estimated amount for
lease termination costs includes leases that may be rejected
pursuant to the Company's proceedings under chapter 11 of the U.S.
Bankruptcy Code and is based on contractual future rent payments
and does not include any adjustment to reduce the amount to the
expected allowed claims as the damages from the possible rejection
of such leases cannot currently be estimated.

Sears said Oct. 15, when it sought bankruptcy protection, that it
will close 142 unprofitable stores near the end of the year.  This
is in addition to the previously announced closure of 46
unprofitable stores that is expected to be completed by November
2018.

                     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.


SKYPATROL LLC: Delays Filing of Plan for Outcome of Litigation
--------------------------------------------------------------
Skypatrol, LLC, files with the U.S. Bankruptcy Court in Miami its
fourth motion seeking for an additional ninety-one day extension of
the time within which to exclusively file its plan of
reorganization and solicit acceptances of its plan of
reorganization.

Since the filing of its petition, the Debtor has made progress
towards reorganization and in negotiations with its creditors,
including, without limitation, resolution of a first priority
secured claim and the largest general unsecured claim asserted
again the Debtor. Moreover, since the entry of the last Order
extending the Exclusivity Periods, the Debtor has resolved the
subject of the adversary proceeding styled Skypatrol, LLC v.
Expressway Motorcars, Inc., Case No. 18-1066-RAM via settlement and
the subject of the adversary proceeding styled Skypatrol, LLC v.
Becker, et al, Case No. 18- 1256-RAM via judgment.

Aside from the Debtor's efforts to resolve various claims asserted
against it, the Debtor is also proceeding diligently with the
litigation claims it possesses against VBI Group, LLC and Sam
Mahrouq that is the subject of the adversary proceeding styled
Skypatrol, LLC v. VBI Group, LLC, et al, Case No. 18-1107-RAM. The
pretrial conference in this adversary proceeding is scheduled for
February 14, 2019.

Given that the receivable due from the sale of assets to VBI Group
and Sam Mahrouq, LLC (plus additional monies owed pursuant to the
terms of the Asset Purchase Agreement and related documents), is
the Debtor's most significant asset, the Debtor asserts that the
outcome of the litigation will have a substantial effect on its
plan of reorganization and proposed distribution to creditors, and
thus, this unresolved contingency necessitates additional time for
the Debtor to negotiate a plan of reorganization and prepare
adequate information.

                        About Skypatrol

Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated
Global Positioning System (GPS) tracking solutions serving many
markets including vehicle finance, fleet management, mobile asset
tracking, automobile dealerships, outdoor sports and motor sports.
Skypatrol has built innovative GPS tracking and fleet management
software tools uniquely combined with its proprietary GPS hardware
and software to help businesses monitor, protect and optimize
mobile assets in an increasingly machine-to-machine world.
Skypatrol systems operate on a wide variety of platforms including
Global System for Mobiles (GSM) and Code Division Multiple Access
(CMDA) cellular networks and dual mode Iridium satellite devices.
The Company was established in 2002 and is based in Miami,
Florida.

Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-24842) on Dec. 13, 2017.  In the petition signed by CEO Robert
D. Rubin, the Debtor disclosed $3.63 million in total assets and
$7.39 million in total liabilities.

The case is assigned to Judge Robert A. Mark.

Tabas & Soloff, P.A., is the Debtor's bankruptcy counsel, and the
Law Offices of Robert P. Frankel, P.A., as special litigation
counsel.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Feb. 20, 2018.  The Committee tapped
Perlman, Bajandas, Yevoli & Albright, P.L., as its legal counsel.


SOUTHEASTERN GROCERS: Winn-Dixie May File Plan Until March 22
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted Winn-Dixie Warehouse Leasing, LLC, a
second extension order, extending the Debtor's Exclusive Filing
Period through and including March 22, 2019 and the Debtor's
Exclusive Solicitation Period through and including May 21, 2019.

                    About Southeastern Grocers

Southeastern Grocers, LLC, (SEG), the parent company and home of
BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery
stores, is one of the largest conventional supermarket companies in
the U.S. SEG grocery stores, liquor stores and in-store pharmacies
serve communities throughout the seven southeastern states of
Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina
and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and
Winn-Dixie are well known and well-respected regional brands with
deep heritages, strong neighborhood ties, proud histories of giving
back, talented and caring associates and strong commitments to
providing the best possible quality and value to customers.  Their
Web sites are http://www.bi-lo.com/,http://www.frescoymas.com/,
http://www.harveyssupermarkets.com/and http://www.winndixie.com/
  
BI-LO and its affiliates filed for Chapter 11 bankruptcy protection
on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).  BI-LO
emerged from bankruptcy in May 2010 with Lone Star Funds remaining
as majority owner.

Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr.
M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005.

In December 2011, BI-LO Holdings signed a deal to acquire all of
the outstanding shares of Winn-Dixie Stores stock in a merger.
Holdings was later renamed Southeastern Grocers.

On March 27, 2018, Southeastern Grocers, LLC, and 26 affiliated
debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-10700).  SEG commenced Chapter 11 cases to seek confirmation of
a prepackaged chapter 11 plan that will cancel their unsecured
notes in exchange for 100% of the equity of the reorganized
company.

The Debtors have requested joint administration of the cases.  The
Honorable Mary F. Walrath oversees the cases. Weil, Gotshal &
Manges LLP is serving as legal counsel to the Debtors, Evercore is
serving as their investment banker, and FTI Consulting Inc. as
restructuring advisor.  Prime Clerk LLC is the claims and noticing
agent and administrative advisor.

Morrison & Foerster LLP is serving as legal counsel and Moelis &
Company LLC is serving as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019.



STRUSS FARMS: Seeks April 22 Exclusive Plan Filing Extension
------------------------------------------------------------
Struss Farms LLC and Kevin W. Struss request the U.S. Bankruptcy
Court for the District of Kansas for an extension of the exclusive
periods to file a reorganization plan and disclosure statements and
to solicit plan acceptance to April 22, 2018.

The Debtors are presently in the process of reorganizing their
farming operations and is presently operating the farming
businesses pursuant to an Order for the Use of Cash Collateral.
However it is impossible to plan ahead for harvesting of crops and
to propose a viable plan of reorganization until the 2018 crop
results are known.

The Debtor has crop insurance payments pending for the 2017 and
2018 wheat crop and for the 2017 milo and corn crop due to the
severe drought conditions.  The 2018 crops are expected to produce
good yields and Debtor believes that it is more likely than not
that the proposed plan will be confirmed as a 100% pay plan.

The Debtor contends that the requested extension will permit it a
realistic opportunity to propose a viable plan. The Debtor believes
that the Court will confirm a plan with an extended allowance of
the Exclusivity Period.

                       About Struss Farms

Struss Farms LLC, a corn producer in Wakeeney, Kansas, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan.
Case No. 18-10770) on April 26, 2018.  In the petition signed by
Kevin W. Struss, member/manager, the Debtor disclosed $9.57 million
in total assets and $8.78 million total debt.  The Hon. Dale L.
Somers oversees the case.  The Debtor is represented by Dan W.
Forker, Jr., Esq., at Forker Suter LLC.  


TERRACE HOUSING: Suit vs HUD Remanded to Bankruptcy Court
---------------------------------------------------------
Terrace Housing Associates, Ltd. in the case captioned TERRACE
HOUSING ASSOCIATES, LTD. TERRACE HOUSING ASSOCIATES, LTD.,
Appellant-Debtor, v. UNITED STATES DEPARTMENT OF HOUSING AND URBAN
DEVELOPMENT, Appellee, Civil Action No. 17-5458 (E.D. Pa.) appeals
from an order of the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania denying Appellant's motion seeking relief from
violation of the automatic stay as time-barred based on the
equitable doctrine of laches.

After carefully reviewing the entire bankruptcy record and
considering the arguments made, District Judge Nitza I. Quinones
Alejandro finds that it is not clear to which party the Bankruptcy
Court allocated the burden of proof. Therefore, the matter is
remanded for further consideration.

Appellant essentially argues that the Bankruptcy Court erred in
concluding that Appellant's motion seeking relief under 11 U.S.C.
section 362(k) for HUD's alleged violation of the automatic stay
was time-barred by laches. As noted, Appellant filed a pro se
bankruptcy petition on May 12, 2015. A foreclosure sale of the
Property had been scheduled to occur the next day. Though HUD had
notice of the pending bankruptcy petition, it proceeded with
obtaining bids for the Property. The bankruptcy case was dismissed
on June 2, 2015, and the Property was sold on Sept. 15, 2015. On
June 5, 2017, more than two years after the initiation of
foreclosure and the dismissal of the bankruptcy case, Appellant
sought damages for the alleged violation of the automatic stay.

Recognizing the potential application of laches in this case, the
Bankruptcy Court prompted the parties to submit briefs addressing
the application, if any, of laches to Appellant's motion seeking
relief. As noted, Appellant argued that HUD bore the burden of
proof for laches and failed to meet that burden. HUD argued that
the burden shifted to Appellant to disprove laches and that
Appellant failed to meet its burden. HUD also argued that, in any
regard, the elements of laches were satisfied.

The two essential elements of laches are: (1) an inexcusable delay
in instituting suit or bringing a claim; and (2) prejudice to the
defendant from such delay. Here, the Bankruptcy Court correctly
identified these elements. However, the Bankruptcy Court Opinion is
devoid of any analysis addressing the proper allocation of the
burden of proof; i.e., which party bears the burden of establishing
laches. In light of this omission, the Court cannot address whether
the Bankruptcy Court erred in allocating the burden of proof.
Therefore, this matter is remanded for further consideration and
clarification consistent with this opinion. The Bankruptcy Court is
directed to address the burden of proof and the parties' diverse
burden-shifting arguments on laches.

A copy of the Court's Opinion dated Dec. 3, 2018 is available at
https://bit.ly/2Bw5Lyf from Leagle.com.

TERRACE HOUSING ASSOCIATES, LTD., Debtor-in-Possess, represented by
DAVID A. SCHOLL & RICHARD M. BERNSTEIN , U.S. ATTORNEY'S OFFICE.

U.S. TRUSTEE, UNITED STATES TRUSTEE, Trustee, represented by DAVID
P. ADAMS , U.S. DEPT OF JUSTICE, DAVID A. SCHOLL & RICHARD M.
BERNSTEIN , U.S. ATTORNEY'S OFFICE.

Terrace Housing Associates, Ltd. filed for chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 15-13368) on May 12, 2015.


UW OSHKOSH FOUNDATION: Board's Bid for Stay of Judgment Granted
---------------------------------------------------------------
The case captioned THE BOARD OF REGENTS OF THE UNIVERSITY OF
WISCONSIN SYSTEM, Appellant, v. UNIVERSITY OF WISCONSIN-OSHKOSH
FOUNDATION, INC., Appellee, Case No. 18-C-1378 (E.D. Wis.) is an
appeal from a judgment of the bankruptcy court in an adversary
proceeding brought by the Debtor-Plaintiff-Appellee University of
Wisconsin-Oshkosh Foundation, Inc., against Defendant-Appellant
Board of Regents of the University of Wisconsin System awarding the
Foundation more than $15 million. The case is before the court on
the Board's motion for a stay of the execution of judgment pending
appeal. Upon review, Chief District Judge William C. Griesbach
granted the motion.

The Foundation is a nonprofit organization that was formed to
support and advance the educational mission of the University of
Wisconsin-Oshkosh through the solicitation of contributions of
gifts of money and property. The Board of Regents is a State
administrative agency responsible for governing the University of
Wisconsin system.   

In this case, the Board seeks a stay of the judgment because, given
the state of the Foundation's finances, it will not be able to
recover the judgment amount, which is millions of dollars more than
the current alleged liability, after an appeal. It is undisputed
that the $15 million judgment amount is no longer valid because one
of the biodigesters has been sold in a state court receivership
case for $8,200,000 to reduce the debt. The bankruptcy court noted
that "the amount of the judgment now totals between $7 million and
$8 million." Although the Foundation has indicated it would
cooperate with the Board if the Board filed a motion to amend the
judgment with the Bankruptcy Court, the Board should not be forced
to rely on the willingness of the Foundation to "cooperate" to
insure its rights are protected. More importantly, the Board seeks
review of the Bankruptcy Court's determination that it is liable at
all, not just the amount of the judgment entered against it.

Once the Foundation collects the amount of the judgment, it will
use the proceeds to pay third-party lenders. If the judgment is
reversed on appeal, the Board argues, the public funds used to
repay the Foundation's creditors may never be recovered. The
Board's fear does not seem unreasonable, given the fact that the
Foundation filed for Chapter 11 protection. The Foundation asserts
that it will use the proceeds of the judgment to pay off the
remaining debt on the welcome and conference center and the
remaining biodigester, and plans to convey both to the University.
The Foundation contends that the value of those properties vastly
exceeds the amount it is seeking to collect under the judgment. But
the State need not accept the Foundation's assurances as to either
the value of the remaining property or its plan at this point in
the proceedings, especially considering the fact that the
Foundation's previous forecasts have proven less than reliable.

The Foundation asserts that it will suffer harm to its reputation
and fundraising capacity by a stay pending appeal. It contends that
the University has spread falsehoods about the Foundation's demise
and, as a result, individuals have not made pledges to the
Foundation. The Foundation maintains that staying the judgment will
only intensify and prolong its reputational harm. While the
Foundation's concerns should not be minimized, this is not the kind
of harm that warrants denying a stay. Any harm the Foundation may
suffer by a short stay, over and above what it has already suffered
as a result of its Chapter 11 filing and the criminal charges
against the former Chancellor and Vice Chancellor, is outweighed by
the fact that the Board does not have an adequate remedy if the
judgment is overturned. The court therefore concludes that it is
appropriate to impose a stay pending appeal.

A copy of the Court's Decision and Order dated Dec. 6, 2018 is
available at https://bit.ly/2T3hb3y from Leagle.com.

The Board of Regents of the University of Wisconsin System,
Appellant, represented by Brad D. Schimel, Wisconsin Department of
Justice Office of the Attorney General, Theresa M. Anzivino, United
States Department of Justice US Attorneys Office, Charlotte Gibson,
Wisconsin Department of Justice Office of the Attorney General &
Sean Michael Murphy, Wisconsin Department of Justice Office of the
Attorney General.

University of Wisconsin-Oshkosh Foundation, Inc, Appellee,
represented by Claire Ann Resop -- cresop@steinhilberswanson.com --
Steinhilber Swanson LLP, Nicholas L. Hahn --
nhahn@steinhilberswanson.com -- Steinhilber Swanson Mares Marone &
McDermott & Paul G. Swanson -- pswanson@steinhilberswanson.com --
Steinhilber Swanson Mares Marone & McDermott.

    About the University of Wisconsin Oshkosh Foundation

Established in 1963, the University of Wisconsin Oshkosh
Foundation, Inc. -- https://www.uwosh.edu/foundation -- was created
to promote, receive, invest and disburse gifts to meet the goals
and needs of the University of Wisconsin Oshkosh. Its offices are
located in the Alumni Welcome and Conference Center along the Fox
River.

UW Oshkosh Foundation is a separate and distinct legal entity from
UW Oshkosh and qualifies as a tax-exempt 501(c)(3) organization
under the United States Internal Revenue Code.  It owns a fee
simple interest in the Alumni Welcome & Conference Center located
at 625 Pearl Avenue, Oshkosh, valued at $11.8 million. It is also a
fee simple owner of a residence located at 1423 Congress Avenue,
Oshkosh, with a current value of $375,000.

UW Oshkosh Foundation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-28077) on Aug. 17,
2017.  In the petition signed by board chairman Timothy C. Mulloy,
the Debtor disclosed $14.84 million in assets and $15.87 million in
liabilities.

Judge Susan V. Kelley presides over the case.

The Debtor hired Steinhilber Swanson LLP as its bankruptcy counsel;
Martin Cowie as its chief financial officer; and CliftonLarsonAllen
as its accountant.


VISITING NURSE: Exclusive Plan Filing Period Extended to June 11
----------------------------------------------------------------
The Hon. Mark Houle of the U.S. Bankruptcy Court for the Central
District of California, at the behest of Visiting Nurse Association
of the Inland Counties, has extended (a) the Debtor's exclusive
period to file a chapter 11 plan to June 11, 2019, and (b) the
Debtor's exclusive period to solicit acceptance of its plan to
Sept. 13, 2019.

                 About Visiting Nurse Association
                      of the Inland Counties

Visiting Nurse Association of the Inland Counties --
http://www.vnacalifornia.org/-- is a not-for-profit organization
that provides health, palliative and hospice services when in-home
care is needed or preferred. It offers a full continuum of care for
patients, including home health, hospice and bereavement services.
The company is headquartered in Riverside, California, with patient
care centers in Palm Desert and Murrieta.

Visiting Nurse Association of the Inland Counties sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
18-16908) on Aug. 15, 2018.  In the petition signed by Bruce
Gordon, corporate controller, the Debtor estimated assets of $1
million to $10 million and liabilities of $10 million to $50
million.  

Judge Mark D. Houle presides over the case.

On Sept. 13, 2018, the U.S. trustee appointed Jerry Seelig as
patient care ombudsman in the Debtor's case.

On Sept. 19, 2018, the Office of the U.S. Trustee appointed a
committee of unsecured creditors.  The Committee retained Marshack
Hays LLP as counsel.


WALDRON DEVELOPMENT: Seeks Jan. 10 Exclusivity Period Extension
---------------------------------------------------------------
Waldron Development Company requests the U.S. Bankruptcy Court for
the Northern District of Illinois to extend the exclusive periods
to file a plan and disclosure statement to Jan. 10, 2019, and to
solicit acceptances of a plan to March 11, 2019.

Waldron tells the Court that it is working to sell its principal
asset -- a three flat located at 3838 North Kenmore, Chicago,
Illinois.  The Property is subject to a mortgage and assignment of
rents securing a debt of approximately $850,000 in favor of
Wilmington Trust, National Association, not in its individual
capacity, but solely as trustee for MFRA Trust 2015-1.

The Debtor originally received an offer to acquire the property for
$1,010,000 and obtained an order from the Court authorizing the
Debtor to sell the Property for that amount. Unfortunately, the
entity that submitted this offer was unwilling to close on the sale
at that price, thus interjecting unanticipated delay into the sale
process.

Recently, the Debtor received a cash offer of $945,000 for the
property and believes to proceed with the offer it will need to
obtain Court approval again. The Debtor currently is evaluating
whether the offer is sufficient to cover all expenses of sale and
whether it is feasible, or even reasonable, to file and confirm a
plan in light of the current offer.

In the meantime, the Debtor's extended exclusivity period will
expire on Dec. 10, 2018. In order to determine whether there is
merit in keeping this case in bankruptcy and to propose a plan, the
Debtor requests a short 30-day extension of the exclusivity period,
to Jan. 10, so that it can incorporate into its reorganization plan
the results of the sale.

               About Waldron Development Company

Waldron Development Company owns a three-flat apartment building at
3838 North Kenmore, Chicago, Illinois.

Waldron Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14,
2017.  The Debtor intends to use Chapter 11 to effectuate a sale of
the building under Section 363(b) of the Bankruptcy Code, or to
restructure the debt on the building.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.  

Judge Jacqueline P. Cox presides over the case.

The Debtor tapped The Law Office of William J. Factor, Ltd., as its
legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its
accountants; and Ten-X LLC as its marketplace and transaction host
relating to the sale of the Real Property.


WAYPOINT LEASING: Agrarflug Helilift Buying Bell 412SP Helicopter
-----------------------------------------------------------------
Waypoint Leasing Holdings Ltd. and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the private sale of a Bell 412SP helicopter, with manufacturer
serial number 33156, to Agrarflug Helilift GMBH & Co. KG.

A hearing on the Motion is set for Jan. 10, 2019 at 10:00 a.m.
(ET).  The objection deadline is Jan. 3, 2019 at 4:00 p.m. (ET).

In August 2015, the Debtors purchased MSN 33156 and its sister
ship, a Bell 412SP model aircraft with manufacture serial number
33158, as part of a broader acquisition of helicopters from Lider
Aviação, a Brazilian airline.  The Debtors transported the
Aircraft from Brazil to a hangar in Calgary, Canada, where the
Aircraft were maintained and stored.  The Aircraft have remained
off-lease since being acquired by the Debtors.

The Debtors have extensively marketed the Aircraft for both sale
and lease to various customers and aviation service providers.
Despite their efforts, they were unable to obtain any proposal that
was economically feasible from any party other than the Purchaser.

In early 2018, the Debtors began discussions with Agrarflug, a
German lessor of utility helicopters, which expressed interest in
acquiring the Aircraft.  Thereafter, the Debtors engaged in
arms'-length negotiations with Agrarflug that lasted several months
and culminated in the parties entering into the SPA on Oct. 11,
2018.  

As a result of negotiations, the Purchaser agreed to pay a final
aggregate purchase price that was higher than the Purchaser's
initial offer.  On Oct. 11, 2018,  the parties also entered into a
Side Letter, which is an ancillary document to the Sale and
Purchase Agreement ("SPA").  Pursuant to the Side Letter, the
parties agreed to, among other things, allocate a portion of the
purchase price to MSN 33158.  The sale of the Helicopter to the
Purchaser will be free and clear of all liens, claims,
encumbrances, and other interests

After the execution of the SPA, the Purchaser provided Seller with
a security deposit in an amount equal to 10% of the aggregate
purchase price.  The Debtors closed the sale of MSN 33158 to the
Purchaser in accordance with the terms of the SPA prior to the
Petition Date.

The sale of MSN 33156 is a sound exercise of the Debtors' business
judgment.  They have owned MSN 33156 for approximately three years
and have not been able to generate revenue for their business
through leasing the Helicopter.  Moreover, the Helicopter is over
30 years old, and the Debtors do not consider it to be a part of
their "core" fleet of revenue-generating aircraft nor do they
propose to include the Helicopter in their proposed sale of
substantially all of their assets to Macquarie Rotorcraft Leasing
Holdings Ltd.

A sound business justification also exists for a private sale.  The
Debtors have already rigorously marketed the Aircraft for several
years without being able to obtain any other offer for the sale or
lease of the Helicopter on terms that are economically feasible for
Waypoint.  The purchase price proposed by Agrarflug is the highest
and best offer for the Helicopter the Debtors have received, and a
private sale will ensure that the Debtors are able to consummate a
value-maximizing transaction for the benefit of all parties in
interest.

Finally, the Debtors believe that in order to maximize value, the
sale of MSN 33156 must be consummated as soon as practicable.
Accordingly, they ask that the Sale Order be effective immediately
upon entry of each such order and that the 14-day stay period under
Bankruptcy Rules 6004(h) be waived.

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

   http://bankrupt.com/misc/Waypoint_Leasing_112_Sales.pdf

                    About Waypoint Leasing

Waypoint Leasing -- http://waypointleasing.com/-- is a global
helicopter leasing company founded in 2013 focused on acquiring and
leasing rotary wing aircraft to helicopter operators throughout the
world.  Though the Debtors lease aircraft to operators in the
emergency medical, search and rescue, and utility sectors, the
majority of the Debtors' lessees are helicopter service providers
servicing the offshore oil and gas industry.  The company is
headquartered in Limerick, Ireland.

Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25,
2018 to facilitate the sale of the assets to a new owner.  

The Debtors disclosed $1.62 billion in total assets and $1.23
billion in liabilities as of Oct. 31, 2018.

The Honorable Stuart M. Bernstein is the case judge.

The Debtors tapped WEIL, GOTSHAL & MANGES LLP, as counsel; HOULIHAN
LOKEY CAPITAL, INC., as investment banker; FTI CONSULTING, INC., as
financial advisor; ACCENTURE LLP as corporate advisor; and KURTZMAN
CARSON CONSULTANTS LLC, as claims agent.


WOODBRIDGE GROUP: $700K Sale of Sherman Oaks Property Approved
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Debtor Doubleleaf Investments, LLC's
real property located at 4030 Madelia Ave., Sherman Oaks,
California, together with 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 Seller's 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, to Sharon Gabay and Ayalla Ben Ami for
$700,000.

The sale is free and clear of all liens, claims, interests, and
encumbrances.

All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be treated by the Debtors in accordance with the Final
DIP Order.

The Debtors are authorized and empowered to pay the Broker Fee to
Douglas Elliman in an amount not to exceed 4% of the gross sale
proceeds out of such proceeds.

Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.

The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).

A copy of the Agreement attached to the Order is available for free
at:

  http://bankrupt.com/misc/Woodbridge_Group_3208_Order.pdf

                     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 Riley's Beverly Hills Property for $13M
-----------------------------------------------------------------
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 Nov. 22, 2018, with Bernard A. Khalili and
Nathalie Khalili, in connection with the sale of Debtor Riley Creek
Investments, LLC's real property located at 711 Walden Drive,
Beverly Hills, California, together with 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
Seller's 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 $13.275 million.

A hearing on the Motion is set for Jan. 22, 2019 at 10:00 a.m.
(ET).  The objection deadline is Jan. 2, 2019 at 4:00 p.m. (ET).

The Property consists of an approximately 8,227 square foot
single-family home situated on 0.42 acres in Beverly Hills,
California.  The Seller purchased the Property in August 2015 for a
purchase price of $7.6 million with the intention of developing the
Property for resale.  The Seller has since developed the Property
by constructing a new luxury home and related residential
Improvements thereon.  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 formally listed on the multiple-listing
service since June 7, 2018 and has been widely marketed, including
through various online and print media advertisements, as well as
promotional content on social media sites.  The Property has
received seven offers in total in the range of $10 million to
$13.275 million.  After countering all seven offers, the Debtors
ultimately determined that the Purchaser's all cash offer under the
Purchase Agreement is the highest and best offer the Debtors have
received.  Accordingly, they 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 Nov. 22, 2018, the Purchaser made an all cash $13.26 million
offer on the Property.  On Nov. 23, 2018, the Debtors countered
that offer with a request for the Purchaser's highest and best
offer.  On Nov. 23, 2018, the Purchaser responded by increasing its
offer to $13.275 million.   The Debtors believe that this purchase
price provides significant value, and accordingly, the Seller
countersigned the final Purchase Agreement on Nov. 33, 2018.

Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $13.275 million, with a $750,000 initial cash deposit,
and the balance of $12.525 million to be paid as a single cash down
payment due at closing.  The deposit is being held by A&A Escrow
Services, Inc. as escrow agent.

In connection with marketing the Property, the Debtors worked with
Compass Real Estate, 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 2% of the contractual sale
price for Compass and 2.5% of the contractual sale price to a
cooperating buyer's broker.  The Purchase Agreement is signed by
Sally Forster Jones of Compass as the Seller's broker and Michael
J. Libow of Coldwell Banker Residential Brokerage 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.  The Debtors 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 Fees and Other Closing
Costs) will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.

All proceeds of the Sale (net of the Broker Fees 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 certain liens for the benefit of
Woodbridge Mortgage Investment Fund 2, LLC and Woodbridge Mortgage
Investment Fund 3, LLC, which secure indebtedness of the Seller to
the Funds in connection with the purchase and development 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 Co. to issue title insurance policies on
the Property.  They further ask authority to pay the Broker Fees
out of the Sale proceeds in an aggregate amount not to exceed 4.5%
of gross Sale proceeds by paying the Seller's Broker Fee to Compass
and paying the Purchaser's Broker Fee to Coldwell Banker

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_3203_Sales.pdf

                     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.


[*] BOOK REVIEW: Risk, Uncertainty and Profit
---------------------------------------------
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book, have
become an integral part of modern economic theory. Still readable
today, it was included as a classic in the 1998 Forbes reading
list. The book grew out of Knight's 1917 Cornell University
doctoral thesis, which took second prize in an essay contest that
year sponsored by Hart, Schaffner and Marx. In it, he examined the
relationship between knowledge on the part of entrepreneurs and
changes in the economy. He, quite famously, distinguished between
two types of change, risk and uncertainty, defining risk as
randomness with knowable probabilities and uncertainty as
randomness with unknowable probabilities. Risk, he said, arises
from repeated changes for which probabilities can be calculated and
insured against, such as the risk of fire. Uncertainty arises from
unpredictable changes in an economy, such as resources,
preferences, and knowledge, changes that cannot be insured against.
Uncertainty, he said "is one of the fundamental facts of life."

One of the larger issues of Knight's time was how the entrepreneur,
the central figure in a free enterprise system, earns profits in
the face of competition. It was thought that competition would
reduce profits to zero across a sector because any profits would
attract more entrepreneurs into the sector and increase supply,
which would drive prices down, resulting in competitive equilibrium
and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must purchase
product inputs, so they base these purchases on the number of
products they guess they will sell. Finally, they have to guess the
price at which their products will sell. These factors are all
uncertain and impossible to know. Profits are earned when
uncertainty yields higher total receipts than forecasted total
receipts. Thus, Knight postulated, profits are merely due to luck.
Such entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will eventually
turn.  At the time, some theorists were saying that when this luck
runs out, entrepreneurs will then rely on and substitute improved
decision making and management for their original entrepreneurship,
and the profits will return. Knight saw entrepreneurs as poor
managers, however, who will in time fail against new and lucky
entrepreneurs. He concluded that economic change is a result of
this constant interplay between new entrepreneurial action and
existing businesses hedging against uncertainty by improving their
internal organization.

Frank H. Knight has been called "among the most broad-ranging and
influential economists of the twentieth century" and "one of the
most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department there,
becoming one the leaders of what has become known as the Chicago
School of Economics. Under his tutelage and guidance, the
University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.



                            *********

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