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

              Tuesday, January 22, 2019, Vol. 23, No. 21

                            Headlines

1943 EASTERN PARKWAY: 1943 EP Buying Brooklyn Property for $675K
ADVANTAGE SALES: Moody's Puts B2 CFR on Review for Downgrade
AMBOY GROUP: Selling All Assets to Two Buyers for $15 Million
AMERICAN RAILCAR: S&P Withdraws 'BB-' Issuer Credit Rating
AMERICAN TIRE: Moody's Assigns Caa1 CFR, Outlook Stable

ANTHONY SALTER: Proposes Vetter Online Auction of Equipment
APOLLO INFRA: S&P Withdraws 'BB-' Issuer Credit Rating
B&P DEVELOPMENT: Authorized to Pay $1,465 to Impact Fire Services
B.W. CLEANERS: Unsecureds to Get  $2.87 Monthly Payment Over 5 Yrs
BALLANTYNE BRANDS: Case Summary & 20 Largest Unsecured Creditors

BEARCAT ENERGY: Unsecured Creditors Want Ch. 11 Trustee Appointment
BIG RIVERS: S&P Raises ICR to 'BB+' on Predictable Revenue Stream
BLUE DOG: Sets Sale/Abandonment Procedures for Personal Property
BLUE RIDGE: Blackfish Armory Buying Business Assets for $600K
BUANNO TRANSPORT: Authorized to Use Cash Collateral on Final Basis

BVS CONSTRUCTION: Allowed to Use Cash Collateral on Interim Basis
BVS CONSTRUCTION: Seeks Nod for Interim Use of Cash Collateral
CARLOS GUTIERREZ: Selling Chula Vista Property for $464K
CARRIERWEB LLC: Sets Bidding Procedures for All Assets
CCS ONCOLOGY: Judge Signs 30th Emergency Cash Collateral Order

CIP INVESTMENT: Gets Nod on Cash Collateral Use Through Jan. 31
CLAYTON GENERAL: Court Junks Atlas Health Summary Judgment Bid
COGECO COMMUNICATIONS: Fitch Affirms BB+ IDR, Outlook Stable
CORNERSTONE FINANCE: Case Summary & 20 Largest Unsecured Creditors
CROCKETT COGENERATION: S&P Cuts $295MM Sec. Notes Rating to 'CCC+'

CROSSMARK HOLDINGS: S&P Lowers ICR to 'CC' Ahead of Restructuring
CURAE HEALTH: PCO Files 2nd Report
DELTA AG GROUP: LA Judge Orders Dismissal of Chapter 11 Case
DOMINICA LLC: Unsecureds to Get 85% Under 5th Amended Plan
DWS CLOTHING: Allowed To Use Up To $50,000 In Cash Collateral

E WHALE: Texas Court Affirms Dismissal of Trust Suit vs Nobu Suit
ENCOUNTER MEDICAL: PCO Appointment Not Necessary, Court Rules
ENERGIZER HOLDINGS: Moody's Confirms B1 CFR, Outlook Stable
ENERGIZER HOLDINGS: S&P Lowers ICR to 'BB-', Outlook Stable
FIDI DISTRICT: Case Summary & 20 Largest Unsecured Creditors

FIRST DATA: Moody's Puts Ba3 CFR for Upgrade Amid Fiserv Deal
FIRST DATA: S&P Places 'BB-' CCR on Watch Positive on Fiserv Deal
FLEETPRIDE INC: Moody's Assigns B3 CFR, Outlook Stable
FLYING SOFTWARE: Night Flight Buying All Assets for $500K
FRANK THEATRES: Hires Lowenstein Sandler as Counsel

G HURTADO: March 5 Plan Confirmation Hearing
GIGA WATT: Unsecured Creditors Seek Ch. 11 Trustee Appointment
GLENWOOD PROPERTY: Sets Sales Procedures for Brooklyn Property
GLENWOOD PROPERTY: Taps Mannion Auctions LLC as Auctioneer
GREAT SILK ROAD: CCG Seeks Stay Relief, Restrain Cash Collateral

H N HINCKLEY: Carroll Buying 2001 Great Dane Box Trailer for $6K
H N HINCKLEY: Carroll's Buying 1998 Freightliner Tractor for $8K
H N HINCKLEY: Manley Buying 1995 Chevy Kodiak Dump Truck for $3K
H N HINCKLEY: Selling Utility Flat Bed Trailer for $12K
H N HINCKLEY: Snedecker Buying 1991 Chevy Truck for $7K

HCA INC: Fitch Gives BB/RR4 Rating to Sr. Unsec. Notes
HEXION INC: S&P Lowers ICR to 'CCC' on Increased Liquidity Risk
HILL ENTERPRISES: Seeks to Hire Charles M. Wynn as Legal Counsel
HOOVER GROUP: S&P Alters Outlook to Negative & Affirms 'B-' ICR
HUFFERMEN INC: Authorized to Use Cash Collateral Until July 1

IBEX LLC: Wants to Continue Using Cash Collateral Through Feb. 28
IDL DEVELOPMENT: Seeks to Hire Murphy & King as Legal Counsel
INDUSTRIAL LAB: Seeks Authority to Use WesBanco Cash Collateral
INLAND FAMILY: Seeks to Hire Sheehan Law Firm as Legal Counsel
IRIDIUM COMMUNICATIONS: S&P Alters Ratings Outlook to Stable

IRON MOUNTAIN: Moody's Affirms Ba3 CFR, Outlook Negative
JAMES GARRISON: Holsonbacks Buying Boaz Property for $179K
JOHN BABIN: Trustee Selling Baton Rogue Property for $450K
KING'S PEAK ENERGY: Seeks OK on Continued Cash Use Until Jan. 31
KINGDOM FELLOWSHIP: Seeks to Hire Smith & Carey as Counsel

LEGACY MEMORIAL: Seeks to Hire Eileen Shaffer as Attorney
LR&T INC: Unsecureds to Get Monthly Payment of $77 Over 15 Years
MAGEE BENEVOLENT: Dr. Pruitt Wants to Prohibit Cash Collateral Use
MARKUS BOYD: Court Tosses Suit vs First Franklin Mortgage, et al.
MAXAR TECHNOLOGIES: Moody's Assigns B1 CFR, Outlook Negative

MISSION COAL: Files Plan to Effectuate Asset Sale Transaction
MITE LLC: Allowed to Use Cash Collateral Through Jan. 31
MONROE COUNTY: Moody's Confirms Ba1 Rating on $3.6MM GOLT Bonds
NIVOL BREWERY: Seeks to Hire Charles M. Wynn as Legal Counsel
NSC WHOLESALE: Sets Sales Procedures for De Minimis Assets

PAYLESS INC: S&P Cuts Issuer Credit Rating to 'CCC-', Outlook Neg.
PHENIX TRANSPORTATION: Seeks to Hire Craig M. Geno as Counsel
PHENIX TRANSPORTATION: Seeks to Hire Noble as Special Counsel
PHILMAR CARE: Allowed to Use Cash Collateral Until Jan. 31
PROGRESSIVE PLUMBING: Partially Wins Suit vs Kast Construction

PURPLE HAZE: Hendrix Creditors Seek Trustee Appointment, Conversion
RADIOLOGY PARTNERS: Moody's Affirms B2 on First Lien Loans
RENT-A-CENTER INC: Moody's Confirms B2 CFR, Outlook Developing
RICHLAND FARMS: Case Summary & 20 Largest Unsecured Creditors
ROCKIN ARTWORK: Hendrix Creditors Seek Trustee Appointment

RORA LLC: Case Summary & 4 Unsecured Creditors
SENIOR CARE: DOJ Watchdog Names Martin Kalish as PCO
SENIOR CARE: PCO Seeks to Hire Nelson Mullins as Legal Counsel
SENIOR CARE: PCO Seeks to Hire Waller Lansden as Local Counsel
SMM INC: CFSB Seeks to Prohibit Cash Collateral Use

SORENSON MEDIA: Gets Final Nod on $10.4-Mil Loan, Cash Use
SOVRANO LLC: Seeks Authority to Use Equity Bank Cash Collateral
SPECTRUM PROPERTY: Judicial Determination Sought on PCO Appointment
ST. JUDE NURSING: Livonia SNF Buying All Assets for $975K
STANLEY SWAIN'S: Seeks Authorization on Cash Collateral Use

STANLEY SWAIN'S: Seeks to Hire Fox Law as Legal Counsel
STRAIGHT TRIANGLE: Unsecureds to Get Full Payment in 60 Months
SUNEDISON INC: Bid to Move Enercon Suit to Bankr. S.D.N.Y. Nixed
SUNPLAY POOLS: Wants to Continue Cash Collateral Use Until July 31
TAG MOBILE: Trustee Seeks to Hire Fletcher as Special Counsel

TEAM HEALTH: Fitch Affirms B- IDR & Alters Outlook to Negative
TOPAZ SOLAR: Fitch Lowers Rating on $1.1BB Secured Notes to C
TOPAZ SOLAR: S&P Lowers ICR to 'CCC+' to Reflect PG&E's Downgrade
U REST: Wants to Continue Using Cash Collateral Until March 31
ULTRA PETROLEUM: Gets Favorable Opinion for Litigation Appeal

VARADERO @ PALMAS: Seeks to Hire Fuentes Law Offices as Counsel
VEHICLE ALIGNMENT: Interim Cash Collateral Use Extended to Feb. 9
VERITY HEALTH: Calif. AG's Objection to Sale Bid Overruled
VERRI CHIROPRACTIC: Says PCO Appointment Not Necessary
VR KING: Seeks to Hire Sodoma Law as Legal Counsel

WALLACE RUSH: Tates Win Appeal on Summary Ruling Granted to HSIC
WEST VILLAGE: Taps Wiggam & Geer as Legal Counsel
Z-1 MANAGEMENT: Tabor Buying Two Memphis Lots for $280K
ZACKY & SONS: Committee Seeks to Hire Brown Rudnick as Counsel

                            *********

1943 EASTERN PARKWAY: 1943 EP Buying Brooklyn Property for $675K
----------------------------------------------------------------
1943 Eastern Parkway, LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York to authorize the private sale of its
sole asset, the real property located at 1943 Eastern Parkway,
Brooklyn, New York to 1943 EP, LLC or another LLC to be formed for
$675,000, subject to increase (not to exceed $820,000).

A hearing on the Motion is set for Feb. 6, 2019.  Objections, if
any, must be filed seven days prior to the hearing date.

The Debtor owns, as its primary asset, the Property, which is
vacant.  It, in order to satisfy its debts in full is asking to
sell the Property.   The Purchaser is owned 50% by Terrance Jackman
(the sole owner of Debtor) and 50% by Conscious Creators LLC, a
developer.

1943 Associates, LLC, a Secured Lien Holder, claims it is owed
$643,061 (less $15,000 recently paid by the Debtor for a total of
$628,061) pursuant to the pay-off letter that was provided,
however, the Debtor may dispute approximately $12,721 of the total;
however, if disputed a reserve will be set up for such purpose. In
addition, a per diem amount of $143 per day applies and will also
be paid to the Secured Lien Holder upon the Effective Date of the
Debtor's plan of reorganization.

The Debtor asks that the Property be sold through a private sale.
The sale price is $675,000, subject to increase (not to exceed
$820,000) if the Debtor requires more funding to satisfy all of its
creditors, including administrative claims.  The interest on
secured debts is running at the rate of 9% per annum and a quick
sale will maximize the value of the estate.  The tentative closing
date is on March 29, 2019; provided appropriate approval of the
Court is granted.

In the instant case, the private sale contemplated will easily
generate sufficient revenue to pay all creditors in full
satisfaction of their respective debts.   The only party in
interest that will not receive a distribution under the Plan is the
equity holder of the Debtor; however, he will receive 50% of the
Purchaser.  It is submitted that the Debtor and the Purchaser are
proceeding in good faith and at arms'-length.  

The Debtor believes that the fact that the proceeds of sale will be
sufficient to satisfy all of the Debtor's debts, the Motion should
be granted.

On Jan. 2, 2019, the Debtor and Purchaser executed a contract for
the sale of the Property.  Pursuant to the Contract of Sale,
Purchaser will acquire, and the Debtor will convey to the Purchaser
as of the closing in and to Property, free and clear of all liens
and liabilities, with such liens and liabilities to attach to the
proceeds of the sale of the Property.  

The Debtor proposes to distribute the proceeds of the sale, in the
total amount of $675,000 as follows:
  
     a. $628,061 plus $143 per diem from Dec. 22, 2018 through the
date that funds are transferred payable to 1943 Associates;

     b. Unpaid property taxes if any;

     c. Such other customary fees associated with the transfer and
closing of the sale of the Property.

     d. The Debtors' general bankruptcy counsel, pursuant to fee
application to be filed with the Court and subject to notice and a
hearing, will be paid its fees out of the proceeds of the sale.   

     e. The balance to the Debtor for purposes of paying all
additional obligations of the Debtor pursuant to a Plan of
Reorganization.

After the sale, the Debtor's remaining property will include only
cash in its bank account at the time of the sale.  The counsel for
the Debtor will act as disbursement agent for the Debtor and will
hold all funds not distributed at the closing of the sale of the
Property in firm's IOLA account.  The funds will be disbursed from
this account to the parties set forth, subject to Court approval of
fees for professionals, to the US Trustee for quarterly fees, if
any fees are due and finally, the remainder to the equity holder of
the Debtor, once the case is closed.

Finally, the Debtor asks waiver of the stay of order authorizing
use, sale or lease of property, in accordance with the Federal
Rules of Bankruptcy Section 6004(h).

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

     http://bankrupt.com/misc/1943_Eastern_72_Sales.pdf

The Purchaser:

          1943 EP, LLC
          c/o Conscious Creators, LLC
          860 Bedford Avenue,
          Brooklyn, NY 11225

                  About 1943 Eastern Parkway

1943 Eastern Parkway, LLC, is a single asset real estate company
that owns land and a building at 1943 Eastern Parkway, Brooklyn,
New York.

1943 Eastern Parkway sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42043) on April 12,
2018.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $1 million.
Judge Carla E. Craig oversees the case.  BRONSON LAW OFFICES, P.C.,
is the Debtor's counsel.


ADVANTAGE SALES: Moody's Puts B2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Advantage Sales &
Marketing Inc. on review for downgrade, including the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating, B1
senior secured bank credit facilities ratings and Caa1 senior
secured second lien term loan rating.

The review for downgrade reflects the high level of uncertainty
around Advantage's ability to improve its free cash flow generation
to a level that is supportive of its B2 CFR given Moody's belief
that industry demand and margin headwinds are likely to continue in
2019. The review for downgrade is prompted by organic revenue and
EBITDA declines at Advantage which Moody's views as a fundamental
shift in Advantage's operating performance. Up until 2018,
Advantage had managed to largely buck industry headwinds and
outperform its direct peers by continuing to drive organic revenue
and EBITDA growth while its peers largely posted declines. The
review also acknowledges the lower level of forecasted free cash
flow generation and a higher level of revolver borrowings at
September 30, 2018 (which were subsequently repaid) than expected
which inhibited Advantage's expected deleveraging as well as the
near term expiration of $50 million of Advantage's revolver
commitment in July 2019. Advantage's free cash flow generation for
the nine months ended September 30, 2018 was weak at $44.3 million
which was slightly more than the mandatory term loan amortization
and required contingent consideration payments of $40.8 million.

The following ratings were place on review for downgrade by
Moody's:

On Review for Downgrade:

Issuer: Advantage Sales & Marketing Inc.

Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Downgrade, currently
B2

Senior Secured First Lien Term Loan, Placed on Review for
Downgrade, currently B1 (LGD3)

Senior Secured First Lien Revolving Credit Facility, Placed on
Review for Downgrade, currently B1 (LGD3)

Senior Secured Second Lien Term Loan, Placed on Review for
Downgrade, currently Caa1 (LGD5)

Outlook Actions:

Issuer: Advantage Sales & Marketing Inc.

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review will analyze Advantage's prospects for revenue, EBITDA
and free cash flow generation in light of the ongoing industry
headwinds. The review will also focus on Advantage's ability to
reverse the current trend of organic revenue and EBITDA declines in
2019 as well as its ability to improve its free cash flow
generation including the ability to realize potential synergies
from the Daymon acquisition. The review will evaluate Advantage's
plan for addressing the expiration of $50 million of its revolving
credit facility in July 2019 and assess Advantage's liquidity
profile. The review will also consider Advantage's heavy debt
burden of nearly $3.3 billion and the likelihood of further debt
financed acquisitions in 2019.

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

Advantage Sales & Marketing Inc., headquartered in Irvine,
California, is a business solutions provider to consumer products
manufacturers and retailers. It provides outsourced sales,
marketing and merchandising services primarily in the US and Canada
and also in select markets abroad. Advantage is majority owned by
Leonard Green & Partners, L.P. and CVC Capital Partners and
minority owned by Bain Private Equity and management/other
investors. Revenues are about $3.4 billion for the twelve months
ended September 30, 2018.


AMBOY GROUP: Selling All Assets to Two Buyers for $15 Million
-------------------------------------------------------------
Amboy Group, LLC, and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of New Jersey to authorize the bidding
procedures in connection with the sale of substantially all assets
of Amboy to United Premium Foods, LLC ("UPF") for $1.75 million;
and (i) CLU Amboy, LLC's assets to Amboy Woodbridge Realty, LLC
("AWR") for $13 million, subject to overbid.

The Debtors received a term sheet for the acquisition of
substantially all their assets.  On March 28, 2018, Cushman and
Wakefield prepared an appraisal of real property of the Facility
which indicated a market value of $13.7 million.  Amboy Group's
bankruptcy petition listed its personal property valued at
$1,484,116.

UPF proposes to purchase all Amboy Group's Assets, including the
right toassume all leased assets, for the sum of up to $1.75
million, payable through a combination of cash at closing plus the
assumption of the KRC Funding, LLC super-priority DIP loan in the
amount of up to $1.5 million.  In no event will the cash proceeds
for the purchaser of the Debtor's assets be in an amount less than
$250,000.

AWR proposes to purchase CLU Amboy's Assets for an aggregate
purchase price of approximately $13 million.  The purchase price
will be the combination of (1) theassumption of AWR of the first
mortgage held by KRC One Amboy Avenue, LLC in the approximate
amount of $8.4 million; and (2) the assumption of any real property
taxes and municipal charges due to the Township of Woodbridge; (3)
the assumption of the mortgage encumbering the property held by
Newtek in the approximate amount of $3,878,494; and (4) payment of
cash in the amount of $722,000.

UPF and/or AWR will obtain the Debtors assets free and clear of all
liens, claims, encumbrances, lease rights and other creditor
claims, with the exception of the secured claims of KRC One Amboy
Avenue, LLC, KRC Funding, Newtek Small Business Finance, LLC,
Woodbridge Township, and the lease/liens of Multivac, Inc, Bryn
Mawr and any other equipment lienors/lessor with whom UPF reaches
agreement on a debt restructuring.  Any liens, claims, and
encumbrances other than those set forth above will attach to the
proceeds of sale, to the extent valid.

The sale process has been well under way for months by the
gathering of due diligence and other materials from the Debtor.
Auction Advisors advertised the sale of the Debtors and set up
meetings with several potential purchasers of the Facility.  It
intended to conduct an auction of the Facility, however, the
auction was suspended upon the purchase of the note for Facility by
KRC Funding.

Stout Risius Ross Advisors, LLC, as the Debtors' investment banker,
had extensive negotiations with several parties to purchase CLU
Amboy's Assets and Amboy Group's Assets.  Stout is responsible for
bringing UPF and AWR to the table as purchasers of the Assets.

The Debtors ask approval of the Bidding Procedures, which describe,
among other things, the proposed Buyer's reimbursement of fees, if
necessary, and competing offers.

The purchase of the Amboy Group Assets and CLU Amboy Assets will be
subject to an Order by the Court approving the bidding procedures
which requires (a) the Buyers will be entitled to reimbursement of
its fees, costs, and expenses relating to the contemplated
transaction and all due diligence in an amount not to exceed
$250,000; if a higher or better offer is received and consummated
by Debtors; (b) any competing offer will be on substantially the
same terms as the offer of UPF and AWR; (c) that any competing
offer pay the KRC One Amboy Avenue, LLC first mortgage and the KRC
Funding, LLC super-priority loan in cash at the time of closing;
((1) that any competing offer be in an amount no less than $500,000
above UPF and AWR's offers with subsequent bids in increments of
$100,000; (e) that the bid procedures be fixed and not subject to
the Debtors' unilateral alteration or amendment, without the
express prior written consent of UPF and AWR.

An interested party will be deemed a qualified bidder upon placing
a 10% deposit.  Furthermore, interested parties must propose to
purchase substantially all of the assets of both Amboy Group and
CLU Amboy in an effort to avoid cherry picking of the Debtors'
assets.

Within three days after entry of the Bidding Procedures Order, the
Debtor will serve the Sale Notice upon al Sale Notice Parties.  The
Debtors ask that the Sale Objection be filed on or before the Sale
Objection Deadline set forth in the Bidding Procedures Order.

The Debtors' assets would be transferred to UPF and AWR (or any
higher or better bidder) free and clear of all Encumbrances, with
such Encumbrances to attach to the proceeds of the Sale of the
Debtors' assets.

The Debtor asks to waive the stay requirements under Rule 6004(h)
in connection with the sale of the Debtors' assets.

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

    http://bankrupt.com/misc/AmboyGroup_442_Sales.pdf  

                      About Amboy Group

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

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

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

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

The Hon. Christine M. Gravelle oversees the case.

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


AMERICAN RAILCAR: S&P Withdraws 'BB-' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings related that ITE Rail Fund L.P. (ITE), through a
wholly owned subsidiary, recently completed its acquisition of St.
Charles, Mo.-based railcar manufacturer and lessor American Railcar
Industries Inc. (ARII).

S&P withdraws its 'BB-' issuer credit rating on ARII at the
issuer's request. The issuer credit rating was placed on
CreditWatch with negative implications on Oct. 23, 2018, to reflect
the potential deterioration in ARII's credit measures upon close of
the ITE transaction. S&P did not receive additional information
relating to the company's capital structure or the owner's
financial policy subsequent to the CreditWatch placement.



AMERICAN TIRE: Moody's Assigns Caa1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned new ratings for American Tire
Distributors, Inc. (New), including a Caa1 Corporate Family Rating
and a Caa1-PD Probability of Default Rating. Concurrently, Moody's
assigned a Caa1 rating to the company's $150 million senior secured
first-lien term loan due 2023 and a Caa2 rating to its $794.8
senior secured first--lien (second-out) term loan due 2024.

"We believe American Tire's post-emergent balance sheet remains
highly levered, with a heavy debt service burden and only
marginally adequate liquidity provisions which combined limit the
company's financial flexibility," noted Inna Bodeck, Moody's lead
analyst for the company.

Moody's asserted that the company faces a heightened competitive
environment and substantial execution risk following the loss of
Goodyear and Bridgestone as key suppliers last year.

"The company needs to win a meaningful amount of new business and,
even then, improve operating efficiency by trimming its still
sizeable fixed cost base," added Bodeck.

The following ratings have been assigned for American Tire
Distributors, Inc. (New):

Corporate Family Rating, Caa1

Probability of Default, Caa1-PD

$150 million Gtd Senior Secured First Lien Term Loan due 9/1/2023,
Caa1 (LGD3)

$794.8 million Gtd Senior Secured First Lien (second-out) Term Loan
due 9/1/2024, Caa2 (LGD4)

Outlook, Stable

RATINGS RATIONALE

American Tire Distributors, Inc.'s ratings broadly reflect the
company's high financial risk, ongoing disintermediation risk and
increasing competition, the combined effect of which will pressure
profitability margins and cash flows. Taken together with a
marginally adequate liquidity profile that is expected by Moody's
to weaken through at least early-2020 and is underpinned entirely
by the existing asset-based lending facility (ABL), financial
flexibility is deemed to be very limited and any subsequent
operational disruption may again call into question the company's
ability to adequately service pro forma debt obligations, according
to the rating agency. The rating is supported by the long-term
stability of replacement tire demand, as well as American Tire's
large size and good market position, including its national
footprint in North America. In addition, Moody's noted the progress
that the company has made with respect to replacing some of the
lost business from last year, and expects this trend to continue.

Moody's estimated that leverage will approximate 6.2x or more over
the first year post-bankruptcy emergence, with earnings likely to
decline fairly precipitously as the Goodyear- and
Bridgestone-related business from last year rolls off. The rating
agency expects financial risk to remain high as the company uses
its revolver to ramp up new business in an attempt to offset these
losses in 2020 and beyond, with average availability in the range
of $260 million anticipated under the ABL facility over the next
twelve months.

Ratings could be downgraded if American Tire experiences a
deterioration in unit volumes -- particularly if it loses a major
supplier or customer -- or if it cannot generate positive free cash
flow and maintain at least an adequate liquidity profile.
Persistently negative free cash flow generation and/or diminished
liquidity for any reason (including reduced availability under the
company's revolver), more broadly, could also result in a ratings
downgrade.

Ratings could be upgraded if profitable revenue growth leads to a
material reduction in financial risk, including lower leverage,
higher coverage, consistently positive and increasingly meaningful
free cash flow generation, and stronger liquidity provisions.
Quantitative indications of the same could include sustained
Moody's-adjusted Debt-to-EBITDA of less than 6.0x,
EBITDA-Capex-to-interest expense of at least 1.25 times, and
Retained Cash Flow-to-Debt of 10%.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

Headquartered in Huntersville, North Carolina, American Tire
Distributors, Inc. is a wholesale distributor of tires (97% of net
sales), custom wheels, and related tools. It operated more than 140
distribution centers in the US and Canada and generated about $5
billion of revenue in 2018. The company went through a Chapter 11
restructuring in the US bankruptcy courts in late-2018 which
resulted in the conversion of more than $1 billion of subordinated
debt claims into equity. Post-restructuring, the company is
subsequently majority owned by a large consortium of investors.


ANTHONY SALTER: Proposes Vetter Online Auction of Equipment
-----------------------------------------------------------
Anthony Wayne Salter and Mary Frances Salter ask the U.S.
Bankruptcy Court for the Southern District of Iowa to authorize the
sale of a 2013 Case IH 40 Ft. Draper (S/N YDZN36158) and Stud King
MD 42 Head Trailer (S/N 4789) at an online public auction in
January 2019 with the assistance of Vetter Equipment Co.

The sales proceeds, net of commission and advertising
reimbursement, on Equipment will be paid to Agriland FS, Inc. until
Agriland Accounts 7626819 Reg and 1007401 Regular are paid in full
with interest and Agriland's Bankruptcy Court approved attorney
fees are paid in full.

Any additional funds, net of commission and advertising
reimbursement, from Equipment will be paid to Treynor State Bank.

It is in the best interest of the estate that the aforesaid
property be sold.

Anthony Wayne Salter and Mary Frances Salter sought Chapter 11
protection (Bankr. S.D. Iowa Case No. 18-00194) on Jan. 31, 2018.
The Debtors tapped Nicole B. Hughes, Esq., as counsel.


APOLLO INFRA: S&P Withdraws 'BB-' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings, on Jan. 17, 2019, withdrew its 'BB-' issuer
credit rating on Delaware-based Apollo Infra Equity US Holdco LLC
(AIE) at the issuer's request. S&P withdrew all of its ratings on
AIE at the issuer's request. At the time of the withdrawal, S&P's
outlook on the company was stable.




B&P DEVELOPMENT: Authorized to Pay $1,465 to Impact Fire Services
-----------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has entered an order granting B&P
Development, LLC's supplemental motion for use of cash collateral.
The Debtor may pay $1,465 plus tax to Impact Fire Services.
However, the Debtor will utilize the unexpended portion of the $500
per month miscellaneous line item for cash collateral before using
additional funds.

A full-text copy of the Order is available at

               http://bankrupt.com/misc/txwb18-60339-78.pdf

                       About B&P Development

B&P Development filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-10525) on April 26, 2018.  In the petition signed by Jeffrey
Mitchell, member, the Debtor disclosed $1.13 million in assets and
$1.33 million in liabilities.  

The Hon. Tony M. Davis oversees the case.

Stephen W. Sather, Esq., at Barron & Newburger, PC, serves as
bankruptcy counsel.

The Debtor tapped Aranda Real Estate real estate broker in
connection with the sale of its real property located at 615 E.
Gibbs Street, Del Rio, Texas.


B.W. CLEANERS: Unsecureds to Get  $2.87 Monthly Payment Over 5 Yrs
------------------------------------------------------------------
B.W. Cleaners, LLC, filed a Chapter 11 plan and accompanying
disclosure statement.

Class 4 - General unsecured claims are impaired with total amount
of claim $17,245.92. Holders of Class 4 claims will get monthly
payment of $2.87 starting on the first day of the month following
effective date and ends 5 years from effective date. Total payout
of $172.46.

Class 3A - Secured claim of First Advantage Bank are impaired. The
collateral is composed of all equipment, inventory, furniture,
fixtures, and general intangibles with collateral value of
$65,558.00. Total claim amount is $182,804 and the value of claim
is $65,558.00. Unsecured balance of $117,246.93. Payment will be
monthly interval and lien are retained until completion of
payments.

Class 3B - Secured claim of First Advantage Bank are impaired. The
collateral consists of  Deed of Trust on 3403 Poplar Hill,
Clarksville TN 37043 with collateral value of $140,000.00. Total
claim amount $23,646.79 and value of Claim is $23,646.79. Payment
will be monthly interval and the lien are retained until paid in
full.

The Plan will be funded by income from the continued operation of
the dry cleaning business.

A full-text copy of the Disclosure Statement dated December 31,
2018, is available at https://tinyurl.com/ydxqmyap from
PacerMonitor.com at no charge.

                About B.W. Cleaners LLC

B.W. Cleaners, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-03729) on June 3,
2018.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of $1
million.  Judge Marian F. Harrison presides over the case.


BALLANTYNE BRANDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

   Debtor                                          Case No.
   ------                                          --------
   Ballantyne Brands, LLC                          19-30083
   10700 Sikes Drive, Ste 120
   Charlotte, NC 28277

   Ballantyne Brands, LLC                          19-30084
   a North Carolina limited liability company
   10700 Sikes Drive, Ste 120
   Charlotte, NC 28277

Business Description: Ballantyne Brands, LLC manufactures
                      electronic cigarette under the brand Mistic.
                      Unlike traditional cigarettes, the Mistic
                      e-cigarette produces just a water vapor mist
                      that looks and tastes like smoke.  The
                      Company offers both disposable and
                      rechargeable electronic cigarettes, as well
                      as starter kits, refill cartridges, and
                      charging accessories.  Mistic's long
                      lasting, rechargeable e-cig batteries
                      feature a rugged, stainless steel exterior.

                      On the web: https://www.misticecigs.com/

Chapter 11 Petition Date: January 18, 2019

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Craig J. Whitley

Debtors' Counsel: Bradley E. Pearce, Esq.
                  PEARCE LAW PLLC
                  401 N. Tryon Street 10th Floor
                  Charlotte, NC 28202
                  Tel: (704) 910-6385
                  Fax: (704) 870-0963
                  Email: brad@bepearcelaw.com

Ballantyne Brands, LLC's
Total Assets: $189,222

Ballantyne Brands, LLC's
Total Liabilities: $16,613,740

Ballantyne Brands, LLC
a North Carolina limited
liability company's
Total Assets: $0

Ballantyne Brands, LLC                      
a North Carolina limited
liability company's
Total Liabilities: $1,586,511

The petitions were signed by Kenneth W. Roberts, Jr., president.

A full-text copy of Ballantyne Brands, LLC's petition containing,
among other items, a list of the Debtor's 20 largest unsecured
creditors is available at no charge at:

             http://bankrupt.com/misc/ncwb19-30083.pdf

Ballantyne Brands, LLC, a North Carolina limited liability company,
listed Walgreen Co. as its sole unsecured creditor holding a claim
of $1,098,652.  A full-text copy of the petition is available at no
charge at:

             http://bankrupt.com/misc/ncwb19-30084.pdf


BEARCAT ENERGY: Unsecured Creditors Want Ch. 11 Trustee Appointment
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the District of Colorado to appoint a Chapter
11 trustee for Bearcat Energy LLC.

According to the Committee, the self-dealing by Keith Edwards,
Debtor’s Managing Member, and majority owner, with regard to the
sale of the Debtor’s assets to Wyoming Acquisition Venture likely
amounts to either fraud, dishonesty, incompetence, or gross
mismanagement. The Committee noted that, combined with
management’s inability to get a sale consummated, the failure to
timely file reports with the Court, the withholding of subpoenaed
documents, and Edward's behavior which has almost certainly caused
the creditors to lose confidence in the Debtor’s management, all
support the appointment of a chapter 11 trustee.

The Committee believes that a chapter 11 trustee will effectively
and expeditiously sell or otherwise liquidate assets, pay claims,
and may even provide a return to the estate given that the
Debtor’s schedules indicated that the total assets of the estate
exceed liabilities by the tens of millions of dollars.

The Committee is represented by:

     Patrick D. Vellone, Esq.
     Lance Henry, Esq.
     ALLEN VELLONE WOLF HELFRICH & FACTOR P.C.
     1600 Stout Street, Suite 1100
     Denver, CO 80202
     Tel.: (303) 534-4499
     Email: pvellone@allen-vellone.com
            lhenry@allen-vellone.com

                      About Bearcat Energy

Bearcat Energy LLC, owner of coal bed methane wells, equipment and
related fixtures located in the State of Wyoming, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017.
In the petition signed by CEO Keith J. Edwards, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities as of the bankruptcy filing.

The Hon. Elizabeth E. Brown is the case judge.  

Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as
bankruptcy counsel.

An official committee of unsecured creditors has been appointed in
the Debtor's case.


BIG RIVERS: S&P Raises ICR to 'BB+' on Predictable Revenue Stream
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Big Rivers
Electric Corp. (BREC), Ky. to 'BB+' from 'BB'. At the same time,
S&P Global Ratings raised its rating on Ohio County, Ky.'s $83.3
million pollution control refunding revenue bonds, series 2010A
(Big Rivers Electric Corp. Project), issued for BREC, to 'BB+' from
'BB'. The outlook is stable.

The upgrade reflects S&P's view of the following factors:

-- The cooperative utility has entered into five contracts with
nonmember public power utilities for the sale of the output from
surplus portions of its generation capacity. Excess generation
capacity followed the loss of two aluminum smelters that
represented its members' two principal industrial customers.

-- S&P believes the nonmember contracts, together with the idling
of the utility's uneconomical Coleman power plant, and the
cessation of the utility's obligation to purchase output from a
Henderson Municipal Power And Light power plant, should better
align BREC's 1,200 megawatts (MW) of generation resources with load
through 2026. These developments should also add more
predictability to the revenue stream and mitigate the utility's and
its lenders' vulnerability to default.

-- Although the nonmember contract purchasers will not reach their
peak requirements until 2022, Big Rivers projects that adding the
portfolio of about 340 MW of nonmember contracts will reduce its
exposure to market revenues from 37% in 2017 to 9% in 2022. The
utility reports that the association representing its members'
industrial electric customers has agreed to support the utility's
plans to apply to the Kentucky Public Service Commission in late
2020 for the recovery of investments in retired generation assets.

-- The utility projects debt balances will remain relatively
stable through 2022 as it pursues about $250 million of capital
investments.

-- In 2017 and 2018, BREC reduced market access risk by retiring
with cash, $80 million of debt maturing in 2019-2021.

The ratings also reflect S&P's opinion of these exposures:

-- The tenor of the contracts with nonmembers provides only
near-term revenue stream security and predictability, which
constrains the ratings.   

-- BREC is a price-taker when it sells its power plants' output in
competitive markets.

-- Members' residential revenues accounted for only one-third of
members' 2017 revenues.

-- Because 40% of BREC's debt does not amortize before maturity,
the deferred principal amortization skews debt service coverage
(DSC) metrics upward relative to those of other cooperative
utilities with amortizing debt.

-- BREC's average revenue per megawatt-hour from nonmember sales
were anemic at $32 in 2016, $34 in 2017, and an estimated $30 in
2018.

-- In 2017, the member distribution cooperatives' residential
customers' retail rates were 12%-16% higher than the state average.
Moreover, each of the members' residential rates in 2017 were at
least 69% higher than in 2011, because the utility allocated costs
from the lost smelter loads to its remaining customers. The sharp
increases, the rate disparity relative to state average, and the
low income levels might limit financial flexibility.

-- S&P believes BREC's few vintage, coal-fired generation assets
present operational exposures that can affect financial
performance.

"The stable outlook reflects improved prospects for stable
financial performance through the term of the contracts to sell
surplus power to nonmember public power utilities," said S&P Global
Ratings credit analyst David Bodek. "We view the contracts as
reducing the revenue stream's exposure to competitive market forces
during the life of the contracts," Mr. Bodek added.  

S&P said, "We do not expect to raise the ratings within our
two-year outlook horizon without prospects for a more secure
long-term revenue stream that aligns predictable revenues with debt
maturities. We view several additional exposures as constraining
the ratings. These include recent years' sharp rate increases
relative to low income levels, an almost exclusively coal-fired
generation portfolio and its potential exposure to more stringent
emissions regulations, DSC levels that are only adequate relative
to these exposures, and the presence of nonamortizing debt, which
we believe distorts DSC coverage levels relative to utilities with
greater percentages of amortizing debt.

"We could lower the ratings if the utility cannot sustain sound
financial performance because of poor prospects for renewing or
replacing nonmember contracts, weak market conditions, or poor
plant performance. Similarly, if the financial profiles of BREC's
members erode, we could lower the ratings."

Henderson, Ky.-based BREC is a generation and transmission
cooperative that produces and procures electricity for sale to its
three distribution cooperative members--Kenergy Corp., Jackson
Purchase Energy, and Meade County Rural Electric Cooperative--and
their approximately 117,000 retail customers. The members serve in
22 counties.



BLUE DOG: Sets Sale/Abandonment Procedures for Personal Property
----------------------------------------------------------------
Blue Dog at 399 Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the sale or abandonment
of personal property.

Pursuant to the Retail Lease, dated Jan. 1, 2012 (as it may have
been amended from time to time), the Debtor, as tenant, leased from
BP 399 Park Avenue LLC, as the landlord, approximately 1,500 square
feet of rentable retail space on the ground floor and basement
("Premises" or "Unit") in a building located at 399 Park Avenue,
New York, New York.

Disputes arose between the Debtor and BP and the Debtor was locked
out of the Premises and never opened for business. The disputes
became the subject of the Adversary Proceeding commenced by the
Debtor against BP and a state court action commenced by BP against
Elizabeth Slavutsky.

Following multiple sessions of mediation before the Hon. James L.
Garrity, Jr., the parties entered into the Settlement Agreement
that resolved the parties' disputes and the Lease Litigations.  The
9019 Motion filed on Dec. 21, 2018 is scheduled to be heard by the
Court on Jan. 23, 2019 at 11:00 a.m.

The Settlement Agreement provides, among other things, that the
Lease will be deemed to be immediately terminated and the Premises
surrendered to BP.  Under the Lease, upon termination of the Lease,
the Debtor is required to deliver the Premises to BP, vacant and
broom clean together with all improvements and additions to same.
The Debtor is also required to remove all its personal property
from the Premises, to the extent removable without causing damage.
Moreover, all personal property that is not removed is deemed to be
abandoned by the Debtor and becomes BP's property.  This is echoed
in Section 6.4(d) of the Lease, which provides that any property of
the Debtor, including the Debtor Property, that remains on the
Premises after the termination of the Lease will be deemed
abandoned to BP.   

With respect to the Debtor's personal property, the Lease provides
that personal property that is not permanently affixed to the
Building may be removed, provided that there is no damage to the
Building.  

Exhibit A is a listing of the personal property ("Debtor Property"
that the Debtor asks authority to remove from the Premises for
purposes of selling to an able, ready and willing purchaser(s).  In
general, the Debtor Property consists of restaurant equipment, such
as printers and wheeled refrigerator units.  Pursuant to the
Settlement Agreement, the Debtor will be permitted to remove the
Debtor Property from the Premises within 10 days of the Effective
Date, unless further extended by BP.

The Debtor has identified the following parties who may have a
potential claim or interest with respect to certain personal
property: (i) Bravo Capital, LLC, who filed a proof of claim in the
Case in the amount of $34,867; (ii) Pawnee Leasing Corp., who filed
a proof of claim in the Case in the amount of $40,833; and (iii)
Financial Pacific Leasing Inc., who filed a proof of claim in the
Case in the amount of $48,557.

To assist the Debtor with the sale of the Debtor Property, the
Debtor made a diligent inquiry and consulted with and obtained a
quote from Hilco Fixture Finders, LLC regarding the estimated value
of and the cost to liquidate the Debtor Property.  Pursuant to the
terms of a proposed Equipment Service Agreement with Hilco, Hilco
would be paid 15% of the gross proceeds received and reimbursement
of its reasonable expenses associated with its due diligence,
removal and sale of the Debtor Property, subject to an agreed upon
budget.  To the extent that Hilco’s expenses exceed the gross
proceeds, Hilco will be reimbursed up to the amount equal to the
gross proceeds of the sale.  The payment of Hilco’s fee and
reasonable expenses will be paid from the Gross Proceeds of any
sale.

To liquidate the Debtor Property as economically as possible, the
Debtor proposes the procedures to govern the sale and/or
abandonment of the Debtor Property.   The Debtor, through Hilco,
will use its best efforts in the short period of time it has to
remove the Debtor Property, to notify and solicit offers from
multiple potential buyers for the sale of the Debtor Property.  It
will then select the offer that it believes is in the best interest
of its estate, its creditors and parties in interest.  

The Debtor proposes to consummate any sale of Debtor Property
without further order of the Court or notice to any party if the
Debtor determines in its business judgment that such sale is in the
best interest of its estate.   Given the small amount of Debtor
Property being sold and the potential market for the equipment, the
Debtor does not believe that a more complex sale and bidding
process is warranted.

If it is unable to procure a buyer for any Debtor Property, the
Debtor has determined that it would be in the best interest of its
estate to abandon to BP any unsold Debtor Property without further
order of the Court.

The Debtor Property will be sold free and clear of all liens,
claims, encumbrances, and other interests.

The Debtor has determined in its business judgment that the
Proposed Procedures, which contemplate a private sale without a
required auction and bidding process is appropriate given the
circumstances.

By the Motion, the Debtor asks the entry of an order (i) approving
the Proposed Procedures; (ii) authorizing the Debtor to remove the
Debtor Property from the Premises to the extent permitted under the
Lease and in accordance with the Settlement Agreement; (iii)
authorizing the Debtor to sell the Debtor Property free and clear
of all liens, claims, encumbrances and other interests; and (iv)
authorizing and approving the Debtor's abandonment of any Debtor
Property to BP that it is unable to sell.

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

      http://bankrupt.com/misc/Blue_Dog_177_Sales.pdf

                    About Blue Dog at 399

Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 15-10694) on March 24, 2015.  In the petition signed by
Elizabeth Slavutsky, sole director and shareholder, the Debtor
estimated $1 million to $10 million in assets and liabilities.  

The Hon. Michael E. Wiles presides over the case.  

Blue Dog at 399 in June 2018 tapped Otterbourg P.C. as its new
legal counsel.  Otterbourg replaced Wollmuth Maher & Deutsch LLP,
the firm that has represented the Debtor in its Chapter 11 case
since 2015.

Landlord BP 399 Park Avenue LLC is represented by Menachem J.
Kastner, Esq., and Frederick E. Schmidt, Jr., Esq., at Cozen
O'Connor, PC.


BLUE RIDGE: Blackfish Armory Buying Business Assets for $600K
-------------------------------------------------------------
Blue Ridge Arsenal, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the sale of all assets
associated with its business operations to Blackfish Armory, LLC,
pursuant to their Agreement of Sale and Purchase, for $600,000.

The Debtor is a Virginia corporation1 that operates a 16,000 square
foot indoor firing range facility and shooting sports store located
at 14725-K Flint Lee Road, Chantilly, Virginia.  The firing range
consists of twenty 25-yard firing lanes and there is also a retail
center and two conference/training rooms.

As of the Petition Date and continuing thereafter, the items
offered for sale by the Debtor included items consigned by various
individuals under the terms of a uniform Consignment Form that was
generally approved by the Court by order entered on March 30, 2018.
In April 2018, the Debtor in the ordinary course of its business
operations entered into a separate Consignment Agreement with
Blackfish, LLC, an entity affiliated with Blackfish Armory, to
permit the consignment of guns, ammunition, gear, optics, and
tactical equipment for sale in the Facility. The consignment
transaction was intended to enhance the revenue stream of the
Debtor by expanding the items offered for sale in the Facility.

The Debtor is a guarantor of obligations owed by Blue Ridge Arsenal
at Winding Brook, LLC ("BRAWB") to Winding Brook Range, LLC, as thr
landlord, under the terms of a commercial lease for premises
located at 11547 Lakeridge Parkway, Ashland, VA 23005-8204.  BRAWB
operated a firing range and retail facility in the Ashland
Premises. On May 9, 2017, following alleged defaults arising under
the lease, Winding Brook commenced an unlawful detainer action in
the Hanover County General District Court, Case No. GV17001500-00,
naming BRAWB and the Debtor as defendants.

On July 20, 2017, while the Unlawful Detainer Action was pending,
Winding Brook seized the Ashland Premises and commenced its own
firing range operations therein.  On Sept. 18, 2017, BRAWB filed a
voluntary petition for relief under Chapter 7, thereby commencing
Case No. 17-13138-BFK in the Court and staying the Unlawful
Detainer Action as to BRAWB.  On Sept. 19, 2017, Winding Brook
obtained a judgment against the Debtor in the principal amount of
$687,002.  Winding Brook subsequently initiated efforts to garnish
the Debtor's various bank accounts and served garnishment writs on
three banking institutions, resulting in an administrative freeze
being imposed upon all funds contained in those bank accounts. The
filing of the instant case was precipitated by the garnishments and
operated to stay Winding Brook's garnishment efforts and allow the
Debtor to regain access to its various funds.

As of the Petition Date, the Debtor was indebted to Access National
Bank ("ANB"), as follows:

     a. Under a Promissory Note, dated Feb. 10, 2016, in the
original principal amount of $45,085, payable to the order of ANB,
on which there is an approximate unpaid balance of $21,465.  The
Term Note is secured by a second priority security interest on
substantially all of the assets of the Debtor pursuant to the terms
of a Commercial Security Agreement, dated as of Feb. 10, 2016,
perfected by the filing of a UCC-1 financing statement filed on
June 8, 2012, with a continuation statement filed March 13, 2017.

     b. Under a U.S. Small Business Administration Note, dated Aug.
4, 2010, in the original principal amount of $1.57 million, payable
to the order of ANB, on which there is an approximate unpaid
balance of $616,561.  The SBA Note is secured by, inter alia,  a
first priority security interest on substantially all of the assets
of the Debtor pursuant to the terms of a Security Agreement, dated
as of Aug. 4, 2010, perfected by the filing of a UCC-1 financing
statement filed on July 22, 2011, with a continuation statement
filed April 25, 2016.

All of the obligations of the Debtor to ANB are guaranteed by Earl
L. Curtis and Deborah L. Curtis, the principal owners and officers
of the Debtor.   

Certain of the collateral for the Term Note and the SBA Note, along
with the proceeds of the sale or disposition of that collateral,
constitute Cash Collateral.  By Stipulation and Order entered May
31, 2018, the Debtor was authorized and permitted to use ANB's cash
collateral and to grant ANB adequate protection, including the
tendering of regular monthly payments in the amount of
approximately $9,800, as more particularly described and specified
in the Cash Collateral Order.  By Stipulation and Order entered
Sept. 10, 2018, the terms of the Cash Collateral Order were
extended through Sept. 30, 2018.  Thereafter, the Debtor continued
to use cash collateral with the informal consent of ANB.

On Oct. 22, 2018, Blackfish Armory filed a Transfer of Claim,
evidencing its acquisition of all of ANB's claims in the case.  It
has also filed appropriate UCC-3 Statements with the Virginia State
Corporation Commission to reflect the assignment of the liens
securing the ANB loan obligations.  Blackfish Armory therefore
stands in the shoes of ANB, holding a first-priority security
interest in all assets of the Debtor.  The Debtor is advised by
Blackfish Armory's representatives that the balance owed on the SBA
Note is approximately $601,000. Blackfish Armory has continued the
informal consents to the use of cash collateral that its
predecessor in interest employed and the Debtor has continued to
tender adequate protection payments in accordance with the terms of
the expired Cash Collateral Order.

The Debtor occupies the Facility under the terms of a Deed of Lease
dated Nov. 19, 2002, by and between the Debtor, as the tenant, and
Flint Lee Road, LLC, as the landlord, as amended and extended by
that certain First Amendment to Lease Agreement dated Nov. 3, 2009.
As amended and extended, the Lease expires on Nov. 19, 2019.  
There are no additional options to extend beyond period.  The
Debtor therefore occupies the Facility for a finite period with no
present agreement extend that occupancy period and no practical
means to locate and move to a new facility.

With the foregoing informing its business judgment, the Debtor
attempted to locate prospective investors or buyers for its
business operations.  In late August, the Debtor was contacted by
the Purchaser's representatives to advise that it was negotiating
to purchase ANB's claims and that, if successful, it would
thereafter asks to negotiate a purchase of all assets associated
with its business operations.  On Dec. 16, 2018, the parties
executed the Sale Agreement.

The salient terms of the Agreement are:

     a. With the exception of the Excluded Assets, the assets to be
transferred to the Purchaser include all good will of the Business
and all of the equipment and machinery, transferable licenses,
equipment, supplies, furnishings, goodwill, telephone numbers,
domain names and internet assets, leasehold improvements, fixtures,
inventory, contract rights, and other tangible and intangible items
used in the business operation.

     b. The sale is required to be free and clear of all liens,
title claims, encumbrances and security interests. All assets will
be transferred in "as is" condition.

     c. The Debtor and the Curtises have agreed that they will not
"own, manage, control, or have any direct or indirect interest in a
shooting range or firearms sale business for a period of one year
from the date of settlement and within a radius of 10 miles from
the Business Premises.  They have also agreed not to solicit the
customers or employees of the business for the same period of time.


     d. The purchase price for the Assets will be $600,000.  The
price for the non-compete provision -- which also includes on-site
training to be provided regarding the operations of the business --
will be $25,000.  The Purchase Price will be paid by crediting the
current amount of the ANB loan, with any deficiency in the credit
being covered by a cash payment to the Debtor.  The Non-Compete Fee
will be paid in cash on the date of settlement.

     e. The Settlement is to occur within 10 days after
satisfaction of all conditions of the Sale Agreement.

     f. The Sale Agreement contemplates that the Curtises will each
receive an employment agreement from Blackfish that will allow them
to work in the Facility.  Upon information and belief, employment
agreements have been negotiated and executed between the Curtises
and Purchaser to fulfill the requirements of the Sale Agreement.

The Debtor is advised by the Purchaser that it has an understanding
with the Landlord that it may occupy the Facility through the
conclusion of the term of the Lease and that negotiations may
commence to determine whether the term of the Lease may be extended
beyond November 2019.  However, an extension of the Lease term is
NOT a condition of sale and the Purchaser is willing to assume the
risk associated with taking over Facility operations with less than
a year of occupancy remaining.

Upon information and belief, based upon searches conducted in the
records of the Virginia State Corp., the Assets are also subject to
junior position liens held by (i) Sandy Spring Bank to secure the
Debtor's guaranties of certain business loans extended to BRAWB,
(ii) Monroe Capital Management Advisors, LLC, as assignee of
Channel Partners Capital, LLC, (iii) American Express Bank, FSB,
(iv) CT Corporation System, as representative of an undisclosed
party, and (v) Wells Fargo Financial Leasing, Inc.

The liens asserted by the Identified Junior Lienors are junior to
the lien held by Blackfish Armory by virtue of the timing of
perfection as determined from the recordation dates of the various
UCC-1 financing statements on file with the SCC.  None of the liens
identified extend to the Debtor's Excluded Assets.  Furthermore, it
is the Debtor's strong belief that there is no equity over and
above the Purchase Price being offered by Blackfish Armory.  As
such, notwithstanding the junior liens, the Debtor believes that
the Identified Junior Lienors are wholly unsecured because the
value of the Assets does not exceed the Purchase Price.

By th3 Motion, the Debtor asks an Order approving: (i) all terms
and conditions of the Sale Agreement; and (ii) the sale of the
Assets to the Purchaser, free and clear of all liens, claims,
encumbrances, and interests, including the interest of Sandy Spring
Bank.

To avoid delay in closing, the Debtor would ask that the Court
waives the 14-day stay provided by Bankruptcy Rule 6004(h).

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

    http://bankrupt.com/misc/Blue_Ridge_115_Sales.pdf

The Purchaser is represented by:

          Daniel M. Press, Esq.
          CHUNG & PRESS, P.C.
          6718 Whittier Ave., Suite 200
          McLean, VA 22101
          Telephone: (703) 734-3800
          Facsimile: (703) 734-0590
          E-mail: dpress@chung-press.com

                     About Blue Ridge Arsenal

Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. --
http://www.blueridgearsenal.com/-- owns a full line shooting
sports store and range facility.  The company was founded in 1989
and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC,
which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D.
Va. Case No. 17-13138).  

Blue Ridge Arsenal sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9,
2018.  In the petition signed by Earl L. Curtis, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Klinette H. Kindred oversees the
case.  Redmon Peyton & Braswell, LLP, is the Debtor's legal
counsel.


BUANNO TRANSPORT: Authorized to Use Cash Collateral on Final Basis
------------------------------------------------------------------
The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York to has signed a final order authorizing Buanno
Transport Company, Inc., to use cash collateral.

The Debtor is permitted to use cash collateral in the amounts and
for the purposes set forth in the Budget for the period from Jan.
4, 2019, until such time as the Court will issue an Order
confirming a Plan of Reorganization, subject to a 5% overall
variance in the cumulative expenditures set forth in the Budget.

The Court has been advised that the Debtor, the Internal Revenue
Service and KeyBank, National Association have reached an agreement
regarding the authorization of the Debtor to use cash collateral
and the establishment of adequate protective payments. Among other
things, the Parties stipulate and agree as follows:

      (a) KeyBank asserts and the Debtor acknowledges to the
outstanding indebtedness owed by the Debtor in the aggregate
principal amount of approximately $1,247,137, as of the Petition
Date.

      (b) KeyBank asserts that it has properly obtained its
security interest in and lien on the Collateral by, inter alia,
filing financing statements in appropriate jurisdictions and
locations, taking possession of certain of the collateral or
documents evidencing the title thereto and/or by taking other
appropriate action.

      (c) The IRS has filed a proof of claim for unpaid taxes owing
to the IRS from Debtor in the amount of $260,300, $199,213 of which
has been asserted as a secured claim.      

      (d) KeyBank acknowledges that the IRS Lien relative to the
Debtor's cash on hand, accounts receivable and the cash proceeds
realized therefrom is prior in right to KeyBank's lien.

      (e) On a monthly basis, the Debtor will provide the IRS and
KeyBank with a Budget Compliance Report in the same form as the
Budget, that documents the Debtor's actual cash use since the
Petition Date as to each line item and category of the Budget.

      (f) The IRS and KeyBank will receive valid, choate, perfected
and enforceable and non-avoidable priority rollover and replacement
liens, to the same extent, priority and duration as its prepetition
liens, in and upon all of the Debtor's postpetition assets of every
kind, nature, and description, tangible and intangible, now
existing or hereafter arising, and all proceeds, products and
replacements, including without limitation the cash and accounts
receivable of the Debtor to secure the repayment to the IRS and
KeyBank of a sum equal to 110% of the face value of the prepetition
cash and accounts receivable.

      (g) The Debtor will continue to make payments to the IRS in
the amount of $2,000 on the 1st of each month during the period of
the Final Order and will continue to make interest payments to
KeyBank on the 1st of each month for the duration of the Final
Order in the amount of $1,131.

      (h) The Debtor will be entitled to use the trucks and
trailers that are subject to the perfected security interest of
KeyBank until the earlier of the termination or expiration of the
Final Order, or further Order of the Court, on the condition that
Debtor continues to pay to KeyBank on a monthly basis, (i) interest
at a rate equal to 5% of the prepetition value of trucks and
trailers that are the subject of the Financing Documents, divided
by 12; and (ii) an additional adequate protection payment on
account of depreciation and wear and tear, in an amount equal to
10% of the prepetition value of trucks and trailers that are
subject of the Financing Documents, divided by 12. For purposes of
the Stipulation and Agreement, the value of those trucks and
trailers will be $750,000.

      (i) The IRS or KeyBank and/or a consultant retained by the
IRS or KeyBank will have access to the Debtor's business premises,
the Debtor's personnel (including officers and employees), and the
Debtor's books and records, for the purpose of observing the
Debtor's business operations, financial condition, financial
transaction, and/or reviewing and inspecting the Prepetition and
Post-Petition Collateral.

      (j) The Debtor will maintain all necessary insurance
(including, without limitation, life, fire, hazard, comprehensive,
public liability and workmen's compensation) for its properties and
assets, including, but not limited to, Prepetition collateral and
the Post-petition collateral, in accordance with the obligations
under the Financing Instruments and as may be required under any
applicable operating guidelines of the U.S. Trustee, naming KeyBank
as loss payee and additional insured with respect to any tangible
collateral. The Debtor will provide KeyBank with proof of all such
coverage, as well as prompt notification of any change in such
coverage which may hereafter occur.

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

           http://bankrupt.com/misc/nynb18-60283-61.pdf

                  About Buanno Transport Company

Buanno Transport Company, Inc., d/b/a BTA, is a privately-held
trucking company in Fultonville, New York. BTA filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 18-60283) on March 7, 2018.  In
the petition signed by Peter Buanno, president, the Debtor $100,000
to $500,000 in assets and $1 million to $10 million in estimated
liabilities.  The case is assigned to Judge Diane Davis.  The
Debtor tapped Stephen J. Waite, Esq., at Waite & Associates, P.C.,
as its legal counsel.  No official committee of unsecured creditors
has been appointed in the Chapter 11 case.


BVS CONSTRUCTION: Allowed to Use Cash Collateral on Interim Basis
-----------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas authorized BVS Construction, Inc., on an
interim basis, to use cash on hand and future cash received by the
Debtor to pay normal, necessary and reasonable postpetition
operating expenses pursuant to the budget attached to the Motion.

The final hearing on the Debtor's Cash Collateral Motion is set for
Feb. 5, 2019 at 1:30 p.m.

Commercial Credit Inc., the Texas Comptroller and the Internal
Revenue Service are granted replacement liens in any accounts
receivable, inventory or other items purchased with cash collateral
and in cash on hand and in cash received by the Debtor after such
use to protect against the diminution in value of Commercial
Credit's and the IRS' collateral to the extent the cash collateral
is used consistent with their existing priority.

A full-text copy of the Order is available at

           http://bankrupt.com/misc/txwb19-60004-14.pdf

                     About BVS Construction

B.V.S. Construction Inc., based in Bryan, TX, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2, 2018.  In
the petition signed by Elaine Palasota, president, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.  The Hon. Ronald B. King oversees the
case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.A., serves as
bankruptcy counsel to the Debtor.


BVS CONSTRUCTION: Seeks Nod for Interim Use of Cash Collateral
--------------------------------------------------------------
BVS Construction, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas for the interim use of cash
collateral.

Commercial Credit Corporation ("CCC") and the Internal Revenue
Service ("IRS") currently assert lien positions, on among other
things the accounts receivable and inventory of the Debtor.

The Debtor has immediate need to use the cash collateral of CCC
and/or the IRS to maintain operations of the business.  The Debtor
asserts that the entire chance of its reorganizing depends on the
Debtor's ability to immediately obtain use the alleged collateral
of CCC and/or the IRS to continue operations of the company while
effectuating a plan of reorganization.

The Debtor is willing to provide CCC and the IRS with replacement
liens pursuant to 11 U.S.C. Section 552 consistent with their
existing priority.

A full-text copy of the Debtor's Motion is available at

              http://bankrupt.com/misc/txwb19-60004-3.pdf

                      About BVS Construction

B.V.S. Construction Inc., based in Bryan, TX, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2, 2018.  In
the petition signed by Elaine Palasota, president, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.  The Hon. Ronald B. King oversees the
case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.A., serves as
bankruptcy counsel to the Debtor.


CARLOS GUTIERREZ: Selling Chula Vista Property for $464K
--------------------------------------------------------
Carlos A. Gutierrez and Susana De Alzua ask the U.S. Bankruptcy
Court for the Southern District of California to authorize the sale
of their largest asset, to wit, their residence, located at 1440
Summit Drive, Chula Vista, California to Akbar A. Tchatchazre and
Kassim Sarakatou Bariyatou, pursuant to their Real Estate Purchase
and Sale Agreement, for $464,000.

A hearing on the Motion is set for Feb. 7, 2019 at 2:00 p.m.

The purchase price is not subject to overbid.  The Closing Date of
the sale is the 10th business day following the date on which the
Court order approving the sale becomes final.  The Real Property is
being sold "as is, where is" without any warranties, express or
implied, of any kind, free and clear of any liens and encumbrances.
Any liens and encumbrances will attach to the net proceeds Of the
sale.

The property is being sold subject to the following:

   1) General and special taxes and any assessments for the fiscal
year 2018—2019:

               First Installment: $1,932 Open
               Penalty: $0
               Second Installment: $1,932 Open
               Penalty: $0
               Tax Rate Area: $01278
               AR No.: 642-380-03-55

   2) The lien of supplemental taxes, if any, assessed pursuant to
the provisions of Chapter 3.5 commencing with Section 75 of the
California Revenue and Taxation Code.

   3) Any easements or servitudes appearing in the public records.
Affects: Common Area.

   4) The terms and provisions contained in the document entitled
"Agreement Regarding an Uncontrolled Embankment" recorded Oct. 25,
1977 as Instrument No. 77-439342 of Official Records

   5) The Terms, Provisions and Easement(s) contained in the
document entitled "Agreement Regarding Sewers and Drainage
Easements" recorded Dec. 18, 1979 as Instrument No. 79-527185 of
Official Records.

   6) The terms and provisions contained in the document entitled
"Agreement Regarding Installation and Service of a 20 Channel CATV
System" recorded Aug. 18, 1982 as Instrument No. 82-254339 of
Official Records.

   7) The terms and provisions contained in the document entitled
"Agreement Regarding Payment for the Maintenance and Operation
Costs of a Pump Station and Hold the City Harmless for liability of
its Failure" recorded Dec. 5, 1983 as Instrument No. 83-439999 of
Official Records.

   8) Covenants, conditions, restrictions, easements, assessments,
liens, charges, terms and
provisions in the document recorded Feb. 17, 1984 as Instrument No.
84-61091 of Official Records.

   9) A deed of trust to secure an original indebtedness of
$232,000 recorded April 1, 2008 as Instrument No. 08-170231 of
Official Records.

               Dated: MARCH 28, 2008
               Trustor: Carlos Gutierrez
               Trustee: Rexontrust Co., N.A.
               Beneficiary: Mortgage Electronic Registration
Systems, Inc.
               Lender: Countrywide Bank, FSB

               According to the public records, the beneficial
interest under the deed of trust has been assigned to Green Tree
Servicing, LLC by various assignments, the last of which was
recorded June 5, 2013 as INSTRUMENT NO. 13-V353301 of Official
Records.

  10) A notice of homeowners association assessment lien recorded
May 27, 2010 as Instrument No. 10—267756 of Official Records.

               Association: Eucalyptus Ridge Homweowners
Association
               Amount: $1,814, and any other amounts due
thereunder

  11) Any defects, liens, encumbrances or other matters which name
parties with the same or similar names as CARLOS GUTIERREZ. The
name search necessary to ascertain the existence of such matters
has not been completed.  In order to complete the preliminary
report or commitment, they will require a statement of
information.

  12) The transaction may be subject to a confidential order issued
pursuant to the Bank Secrecy Act. Information necessary to comply
with the confidential order must be provided prior to the closing.
The transaction will not be insured until the information is
submitted, reviewed and found to be complete.

The item 11 of the Preliminary Report requiring submittal of a
Statement of Information for Carlo Gutierrez are deleted as an
exception and the following new exceptions are added to the
Report:

     1) A certified copy of a judgment or an abstract thereof,
recorded Jan. 25, 201 1 as Instrument No. 11-47149 of Official
Records.

          Court: Superior Court of California, County of San Diego
          Case No.: 37—2010—00017544—SC—SC—SC          
          Debtor: Carlos Gutierrez
          Creditor: Eucalyptus Ridge Homeowners Association
          Amount: $991, and any other amounts due thereunder

     2) Proceedings pending in the Bankruptcy Court of the Southern
District of the U.S. District Court, California, entitled in re:
Carlos A. Gutierrez and Susana De Alzua, debtor, Case No. 1
1-11603, wherein a petition for relief was filed under Chapter 11
on 7/13/2011.

It is anticipated that, the estate would realize substantial funds
from the proposed sale in the approximate amount of $232,200.

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

   http://bankrupt.com/misc/Carlos_Gutierrez_320_Sales.pdf

The Purchasers:

          Akbar A. Tchatchazre   
          Kassim Sarakatou Bariyatou
          527 Moss St. #B17
          Chula Vista, CA 91911

Counsel for the Debtors:

          Andrew H. Griffin, III, Esq.
          Gavriel Gleiberman, Esq.
          LAW OFFICE OF ANDREW H. GRIFFIN, III, APC
          275 E. Douglas Avenue, Suite 112
          El Cajon, CA 92020—4547
          Telephone: (619) 440—5000
          Facsimile: (619) 440—5991
          E-mail: andrew@andrewgriffinlawoffice.com

The Chapter 11 case is In re Carlos A. Gutierrez and Susana De
Alzua  (Bankr. S.D. Cal. Case No. 11-11603).


CARRIERWEB LLC: Sets Bidding Procedures for All Assets
------------------------------------------------------
CarrierWeb, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the bidding procedures in
connection with the sale of substantially all of its assets,
including its North American customer lists and contracts, accounts
receivable, useable inventory, and intellectual property, to ID
Systems, Inc. for $650,000, subject to overbid.

On June 9, 2017, he Debtor filed its First DIP Motion pursuant to
which it sought approval of a $650,000 DIP Facility, secured by a
first priority security interest and super-priority administrative
claim status.  On June 23, 2017, the Court entered the First
Interim DIP Order approving the interim relief sought in the First
DIP Motion and authorizing the Debtor to borrow up to $250,000 from
Wilmington Bridge Capital, LLC.

On June 28, 2017, the Court entered the Wilmington Final DIP Order,
authorizing the Debtor to borrow up to an additional $400,000 from
Wilmington and granted Wilmington a first priority security
interest in the all property of the Debtor.  The security interest
and super-priority claim are subject to the rights of Professionals
in and to the Professional Fee Trust and the Original Carve-Out.

The maturity date for the DIP Facility was Oct. 31, 2017, which was
extended by consent through Dec. 30, 2017, and then through Jan.
31, 2018, and finally through March 29, 2018.  The Debtor continued
to pay interest on the DIP Facility, but the maturity date was not
extended.

On July 12, 2018, the Debtor filed its Prior DIP Motion pursuant to
which Debtor sought approval of a $650,000 DIP loan from ILC Group,
secured by a first priority security interest and super-priority
administrative claim status, in order to satisfy and replace the
First DIP Loan.

On Aug. 3, 2018, the Court entered the Prior DIP Order, which
authorized Debtor to borrow up to $650,000 from the Prior DIP
Lender and granted the Prior DIP Lender a first priority security
interest in the all property of Debtor, excluding Chapter 5
Actions, and a super-priority claim.

The Prior DIP Lender's security interest and super-priority claim
were subject to the rights of Professionals in and to the
Professional Fee Trust.   The maturity date for the Prior DIP
Lender's DIP facility is Dec. 31, 2018.

The Debtor has determined that a prompt sale of the Assets is
warranted under the circumstances.  It has negotiated a letter of
intent for the purchase and sale of the Assets with IDSY.  As part
of the process, the Debtor and IDSY have negotiated for the
advancement by IDSY to the Debtor of $650,000 in order to satisfy
and replace the debt owed the Prior DIP Lender.

The Debtor anticipates filing a copy of the Asset Purchase
Agreement by Jan. 7, 2019, and will ask approval of the APA as a
stalking horse bid at the Procedures Hearing.  The stalking horse
bid proposes a break-up fee.  The stalking horse bid will be
subject to higher and better offers at the Auction.

By the Motion, the Debtor asks entry of one or more orders (a)
approving a sale of the Assets (or such portions of it as are
identified by the bidders) pursuant to an auction to be conducted
in accordance with the procedures proposed and granting other
related relief; (b) approving the assumption and assignment of
executory contracts and unexpired leases, if any, identified by the
purchaser(s) as part of the sale in accordance with the procedures
set forth herein; (c) authorizing certain payments at closing; (d)
scheduling a hearing no later than Jan. 10, 2019, for the purpose
of finalizing and approving the sale procedures; (e) scheduling the
date by which Qualified Bids must be submitted; (f) scheduling an
auction, if required; and (f) scheduling a hearing on Jan. 24,
2019, on approval of any sale to the highest or best bidder(s) at
the Auction.
The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Jan. 21, 2019

     b. Initial Bid: Not less than $100,000 in cash greater than
the sum of the purchase price of the APA plus the break-up fee of
$150,000 in cash and reasonable expense reimbursement of up to
$150,000 in cash

     c. Deposit: 5% of the bid amount

     d. Auction: The Debtors' counsel or such other party
designated by the Court will conduct an auction at the offices of
the Debtor's counsel, Lamberth, Cifelli, Ellis & Nason, P.A., 1117
Perimeter Center West, Suite N313, Atlanta, Georgia, 30338 on Jan.
22, 2019.

     e. Bid Increments: $100,000

     f. Sale Hearing: Jan. 24, 2019

     g. Closing: The Successful Bidder must be ready to close the
sale no later than seven days after entry of the Sale Order.   The
Bid of the Back-Up Bidder must be irrevocable until seven days
after the Closing Deadline.

Because assumption and assignment of the Contracts and Leases is an
integral part of the sale, the Debtor asks that the Court
authorizes and approves their assumption by Debtor and assignment
to the Successful Bidder or Secondary Bidder.

The Debtor also asks that the Court allows the sale to be
consummated immediately as authorized by Bankruptcy Rule 6004(g).
It further asks authority to use the proceeds from the sale of the
assets, net of ordinary and reasonable closing costs to: (a) Pay
any transfer taxes or costs for which the Debtor is responsible
under the
APA; (b) pay or otherwise account for any and all ad valorem tax
claims that constitute first priority liens on the Assets sold; (c)
pay the Lender's secured claim in full (or apply the amount of such
claim as a credit against the purchase price if the Successful
Bidder is Lender or an affiliate of Lender); and (d) pay the
remaining balance to the Debtor' counsel to be held in trust
pending further order of the Court or confirmation of a plan.

                      About CarrierWeb LLC

Headquartered in Smyrna, Georgia, CarrierWeb, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
17-54087) on March 6, 2017.  In the petition signed by R.
Fenton-May, manager, the Debtor estimated $1 million to $10 million
in assets and $10
million to $50 million in liabilities.  

The Debtor hired G. Frank Nason, IV, Esq., at Lamberth, Cifelli,
Ellis & Nason, P.A., as bankruptcy counsel; and G2 Capital
Advisors, LLC, as financial advisor and investment banker.

On March 27, 2017, Guy Gebhardt, acting U.S. trustee for Region 21,
appointed an official committee of unsecured creditors.  The
committee retained Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel and Henry F. Sewell, Jr., LLC as local counsel.



CCS ONCOLOGY: Judge Signs 30th Emergency Cash Collateral Order
--------------------------------------------------------------
The Hon. Michael J. Kaplan the U.S. Bankruptcy Court of the Western
District of New York has signed his 30th Emergency Order
authorizing Comprehensive Cancer Services Oncology, P.C. and CCS
Medical, PLLC, to use cash collateral to pay the following in
respective amounts:

   * Payroll for employees of the Debtors Comprehensive Cancer
Services Oncology, P.C. and CCS Medical, PLLC for the weeks
beginning Dec. 31, 2018; Jan. 7, 2019; Jan. 14, 2019; Jan. 21,
2019; and Jan. 28, 2019, with total payments for those employees
not to exceed $7,600 per week. Sufficient funds to cover all
employment taxes will be reserved and adequate deposits to cover
the taxes will be made within two business days of the issuance of
wages; and

   * To Modern Disposal Corporation, for dumpster service, $625.36;


Bank of America, N.A., the United States and all creditors holding
liens on or claims against cash collateral, are granted roll-over
or replacement liens or rights of setoffs as security to the same
extent, in the same priority, and with respect to the same assets,
as served as collateral for said creditors' prepetition
indebtedness, to the extent of cash collateral actually used during
the pending of the Chapter 11 case. To the extent that the
replacement liens fail to compensate the secured creditors for the
use of cash collateral, they will have, respectively, an
administrative claim under 11 U.S.C. Sec. 507(b).

A full-text copy of the 30th Emergency Order is available at:

           http://bankrupt.com/misc/nywb18-10599-461.pdf

                           About CCS

Comprehensive Cancer Services Oncology, P.C., and CCS Medical,
PLLC, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No.
18-10598 and 18-10599) on April 2, 2018.  In the petitions signed
by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in
assets and $10 million to $50 million in liabilities.

CCS Oncology is a professional corporation operating a practice of
medical and radiological oncology treatment, with offices in
Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport.
CSS Medical is a provider of primary care and specialty medicine
services currently operating at Orchard Park, Delaware Avenue, and
Youngs.  CCS Oncology is the sole member of CCS Medical.

Judge Michael J. Kaplan is the case judge.

Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, served as
the Debtors' counsel.

Joseph J. Tomaino of Grassi Healthcare Advisors LLC was appointed
patient care ombudsman.

Mark Schlant was named Chapter 11 trustee.  The Trustee hired
Zdarsky Sawicki & Agostinelli LLP, as counsel.


CIP INVESTMENT: Gets Nod on Cash Collateral Use Through Jan. 31
---------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Texas has entered an interim order granting CIP
Investment Properties, LLC, authority to use cash collateral on a
temporary basis through Jan. 31, 2019.

The Debtor may use cash collateral for the expenses listed and in
an amount not to exceed the totals listed per the Budget, in and
for the time period covered by the Budget and for payment of U.S.
Trustee fees owed pursuant to 28 U.S.C. Section 1930(a)(6).

The Debtor and Farm Bureau Life ("FBL") are parties to a Promissory
Note, Mortgage, Assignment of Rents, Guaranty and an Assignment and
Assumption Agreement. As security for repayment of the Pre-Petition
Loan Indebtedness, the Debtor granted FBL a security interest in,
and liens upon, certain personal property, income and accounts
receivables, as evidenced by the security instruments filed by
FBL.

The Debtor and FBL will continue to utilize the existing Lockbox
Agreement that was negotiated in Debtor's 2012 Bankruptcy case.
Rents will be deposited into the Lockbox and FBL will sweep the
account for its adequate assurance payment and necessary funds for
the tax and insurance escrow. After the sweep, FBL will transfer
the budgeted amount to Debtor for its use.  The Debtor agrees to
provide FBL with online access to account to verify accounts and
disbursements.  FBL will retain $78,029.54 from the Lockbox on a
monthly basis.

FBL will be granted replacement liens on and security interest in
the DIP Accounts and the cash collateral including rents, income,
profits, accounts receivable and accounts, which replacement lien
and security interest as to existing cash collateral categories
will have the same priority, extent and validity as FBL's security
interests or other interests in the cash collateral used by Debtor.
If, notwithstanding the foregoing replacement liens, FBL has a
claim arising from the Debtor's use of the cash collateral, FBL
will have a claim having priority over all other administrative
expenses except postpetition ad valorem taxes and U.S. Trustee
fees, claims by the Clerk of the Bankruptcy Court and unpaid fees
and expenses of counsel for the debtor up to $3,000, as provided
for under Code Section 507(b).

During the interim period, the Debtor will:

      (a) Continue to maintain the types and amounts of insurance
on all its property and assets as required by the Loan Documents.

      (b) Pay all budgeted expenses when due and FBL will be
notified of any failure or inability to do so, and all Cash
Collateral, after payment of such expenses as provided for in the
Interim Order will be sequestered by the Debtor in the Debtor's
postpetition debtor-in-possession operating accounts, subject to
any and all of FBL's lien rights in and to such Cash Collateral,
and will not be used by Debtor without FBL's prior written consent
or further Order of the Court.

      (c) Maintain debtor-in-possession accounts in a form by
acceptable by the Office of the U.S. Trustee and will deposit all
cash collateral into the DIP Accounts.  FBL will have a first
priority-perfected lien on all DIP Accounts, and Debtor will not
grant any control agreements to any other party.  The Debtor will
not open or utilize any other accounts without the prior written
consent of the Bank and the U.S. Trustee.  All funds in the DIP
Accounts will be subject to FBL's replacement liens provided
pursuant to Interim Order.

      (d) Present any expenses above and beyond the budget to FBL
upon receipt. The Debtor and FBL will make good faith efforts to
pay these expenses should there be additional funds leftover in the
Lockbox. If Debtor and FBL cannot agree to payment, Debtor retains
the right to present these expenses to the Court for review.

A full-text copy of the Order is available at

             http://bankrupt.com/misc/ksb18-22039-125.pdf

                       About CIP Investment

CIP Investment Properties, LLC, a Single Asset Real Estate company
as defined in 11 U.S.C. Section 101(51B), owns an office building
located at East Thorn Drive, Wichita, Kansas.

The Company previously filed for bankruptcy protection (Bankr. D.
Kan. Case No. 12-21952) on July 17, 2012.

CIP Investment Properties again filed a Chapter 11 petition (Bankr.
D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018.  In
the petition signed by David F. Hoff, president/managing member,
the Debtor estimated assets of $10 million to $50 million and debts
of $10 million to $10 million.  Bradley D. McCormack, Esq., at The
Sadler Law Firm, serves as the Debtor's counsel.


CLAYTON GENERAL: Court Junks Atlas Health Summary Judgment Bid
--------------------------------------------------------------
In the case captioned GGG PARTNERS, LLC, Liquidating Trustee of
Clayton General Liquidating Trust, Plaintiff, v. ATLAS HEALTH CARE
LINEN SERVICES, CO., LLC, a/k/a ALLIANCE LAUNDRY AND TEXTILE
SERVICE OF ATLANTA, d/b/a CLARUS LINEN SYSTEMS, Defendant,
Adversary Proceeding No. 17-5198-WLH (Bankr. N.D. Ga.), Bankruptcy
Judge Wendy L. Hagenau entered an order denying the Defendant's
motion for summary judgment.

On July 30, 2010, one of the Debtors, Southern Regional Medical
Center, entered into an agreement with the Defendant for Defendant
to provide linen products to Southern Regional Medical Center's
healthcare facilities and to deliver, pick up, and launder the
linens. Debtors were generally invoiced on a weekly basis, on the
last day of a particular week, for which services were provided.
The agreement stipulated that payment for services was due Net 30
from the date of the invoice; the invoices issued to the Debtors
also provided payments for services were due 30 days from the date
of the invoice.

During the 90 days prior to the petition date (the "Preference
Period"), the Debtors made ten payments to Defendant between May
26, 2015 and July 28, 2015 totaling $183,083.33 (the "Transfers").
The Transfers were made by checks payable to the Defendant for
various invoices for services provided by the Defendant.

On July 28, 2017, the Debtors filed a complaint alleging the
Transfers constitute preferential transfers pursuant to section 547
of the Bankruptcy Code.

Defendant filed the motion asserting summary judgment should be
granted in its favor as a matter of law because there is no dispute
of material fact. Defendant contends, even if the Transfers were
preferential, the Transfers were made in the ordinary course of
business and, therefore, are not avoidable pursuant to section
547(c)(2)(B). Defendant also argues, in the event some of the
Transfers were not made in the ordinary course of business, that it
supplied new value to the Debtors after receiving the Transfers and
the Transfers are therefore not avoidable pursuant to section
547(c)(4).

Defendant contends the Transfers were made in the ordinary course
of business of the Debtors and the Defendant. Plaintiff disagrees;
it argues the Transfers were the result of unusual payment
activities and were outside the typical average repayment period
during the pre-Preference Period. The parties dispute: 1) whether
the timing and method of payment of the Transfers were similar to
the timing and method of payments before the Preference Period; and
2) whether the Defendant engaged in any unusual collection or
payment activities.

Plaintiff responded to and opposes the Motion. Plaintiff asserts
Defendant engaged in unusual collection activity during the
preference period, which precludes a finding that the payments were
in the ordinary course of business, and disputes Defendant's
calculation of new value.
 
The Defendant states, after receiving the Transfers, it supplied
services to Debtors in the amount of $148,464.10 and contends
Plaintiff cannot avoid the Transfers to the extent of this
subsequent new value. Plaintiff does not dispute Defendant's
liability on the Transfers should be reduced by the new value
defense of section 547(c)(4), but it states certain invoices should
be prorated based on the dates of service. According to Defendant,
even accepting Plaintiff's calculation, the amount of new value is
$132,569.11 and potential liability is reduced to $56,350.14. While
the parties appear to agree to at least this application of new
value, until it is determined whether the debtor's payments to a
creditor are otherwise avoidable, the exact amount subject to the
subsequent new value defense cannot be determined. Thus, it is
appropriate to deny summary judgment as to the new value defense
until the court determines whether the ordinary course of business
defense applies.

In sum, the Court finds disputed issues of fact remain including
whether the Transfers were made in a similar manner to transfers
made prior to the Preference Period, whether the Transfers were
made in response to unusual collection activity, and the extent to
which the Defendant provided new value to the Debtors after the
Transfers. Accordingly, summary judgment is not warranted pursuant
to section 547(c)(2)(B) and 547(c)(4).

A copy of the Court's Order dated Dec. 21, 2018 is available at
https://bit.ly/2Co7hms from Leagle.com.

GGG PARTNERS, LLC, in its capacity as the liquidating trustee of
the Clayton General Liquidating Trust, Plaintiff, represented by
Matthew W. Levin , Scroggins & Williamson, P.C.

Atlas Health Care Linen Services Co., LLC, a/k/a Alliance Laundry
and Textile Service of Atlanta, LLC d/b/a Clarus Linen Systems,
Defendant, represented by Mark A. Gilbert  --
mark.gilbert@colemantalley.com -- Coleman Talley LLP & Roland Gary
Jones , Roland Gary Jones, Esq.

                     About Clayton General

Clayton General, Inc., f/k/a Southern Regional Health System, Inc.,
d/b/a Southern Regional Medical Center, et al., a 331-licensed bed
full-service hospital located in Riverdale, Georgia. Managed by
Emory Healthcare, Inc., the hospital serves residents throughout
the region south of Atlanta. As a leader in neurologic, heart and
vascular, bariatric, and women's healthcare services, Southern
Regional's medical staff is comprise of more than 480 physicians
that blend their passion for healing with advanced technology to
offer the latest procedures and treatments.

Southern Regional and its subsidiaries sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta,
Georgia.  

Southern Regional disclosed total assets of $41,996,075 and total
liabilities of $42,884,499.  The Debtors' secured creditors are
Gemino Healthcare Finance, LLC, and U.S. Foods, Inc.  Gemino claims
to be owed in excess of $10 million, while U.S. Foods has a $60,000
claim.

The cases are assigned to Judge Wendy L. Hagenau.

The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy
attorneys; Nelson Mulins Riley & Scarborough LLP as outside general
counsel; GGG Partners, LLC as financial advisor; Alvarez & Marsal
Healthcare Industry Group, LLC as litigation consultant; and
Kurtzman Carson Consultants LLC as claims and balloting agent.
James Adams is the Debtors' chief executive officer.

The Official Committee of Unsecured Creditors tapped Lamberth,
Cifelli, Ellis & Nason, P.A. and Pepper Hamilton, LLP, as
attorneys.  PricewaterhouseCoopers LLP serves as its financial
advisor.


COGECO COMMUNICATIONS: Fitch Affirms BB+ IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Cogeco Communications Inc. (Cogeco) at 'BB+'. The Rating Outlook is
Stable.

KEY RATING DRIVERS

Enhanced Geographic Diversity: Cogeco has materially increased cash
flow diversification primarily through several acquisitions of U.S.
cable assets. Pro forma for the recent MetroCast acquisition, the
U.S. (Atlantic Broadband) and Canadian (Cogeco Connexion) broadband
operations generate approximately 37% and 57% of consolidated
EBITDA, respectively. This compares with six years ago when the
Canadian broadband segment generated 90% of consolidated EBITDA.
Over the longer term, the American broadband assets should
demonstrate stronger growth than the more mature Canadian
operations, supported by broadband, TiVo/bundling and business
market share gains.

Deleveraging Expected: The MetroCast transaction, which was valued
at USD1.4 billion, increased pro forma gross leverage at close
(January 2018) to approximately 3.7x on a consolidated basis
compared to 2.6x at the end of fiscal 2017. Fitch believes Cogeco
remains on target with reducing leverage back to the low 3x range
by the end of fiscal 2019 (August).

Stable Core Expectations: Fitch believes Cogeco's good business
profile is primarily supported by the relatively stable,
high-margin Canadian broadband operations, with a competitive
position anchored by its high-speed internet and triple-play
offering. Cogeco's broadband systems are clustered in less
competitive, lower density suburban regions. Nevertheless, ongoing
cord cutting, wireless substitution and promotional activity have
pressured the operating profile. Challenges with the implementation
of the new customer management system have also affected both the
top line and EBITDA profile in fiscal year (FY) 2018. Fitch's
forecast assumes a return to more normalized operating trends in
the Canadian broadband services segment for the remainder of FY2019
following steps taken to address customer management system issues.


Opportunistic Bolt-Ons: Cogeco has continued to seek opportunistic
bolt-on U.S. cable acquisitions. Fitch does not expect Cogeco to
engage in material M&A until leverage is reduced back within the
expected range. Over the long term, Fitch expects U.S. operations
will approach at least the size of the Canadian broadband
operations. During the first half of 2018, Cogeco acquired
approximately CAD32 million of paired and unpaired wireless
spectrum licenses within Cogeco's footprint in the 2,300MHz and
2,500MHz bands that increase its flexibility to explore wireless
service alternatives. In October 2018, the Company completed the
second phase of its FiberLight acquisition in Florida for $43.8
million.

DERIVATION SUMMARY

Cogeco's business profile is weaker than larger investment-grade
telecom/cable peers like Rogers Communications (BBB+/Stable) and
Telus Inc. (BBB+/Stable) due to smaller scale and less service
diversification (no wireless) combined with higher financial
leverage. However, Fitch believes Cogeco has a strong business
profile, supported by the stable, high-margin Canadian broadband
operations, with a competitive position anchored by its high-speed
internet and triple-play offering that leverages the TiVO platform.
The solid growth characteristics of the Atlantic Broadband business
also position Cogeco well relative to its peers. Cogeco's operating
results have benefitted from 100% of its territories offering
120Mbps service. Cogeco will continue to further increase broadband
speeds (1 Gbps launches) across a significant portion of its
networks (60% in Canada and 85% for Atlantic Broadband) by the end
of fiscal 2019.

KEY ASSUMPTIONS

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

  -- Consolidated revenue growth of approximately 6% in FY2019 with
Cogeco Connexion remaining relatively flat and Atlantic Broadband
increasing in the upper-teen range reflecting the full year of the
recent acquisitions. In FY2020, consolidated revenue growth in the
low single digits, with Cogeco Connexion increasing low-single
digits and Atlantic Broadband increasing mid-single digits;

  -- Relatively stable profitability with EBITDA margins of
approximately 45%;

  -- Dividend payouts of approximately 25% of cash flow;

  -- Annual FCF (defined as cash from operations less capital
spending less dividends) in excess of $250 million;

  -- Leverage in the low 3x range in fiscal 2019 and the upper 2x
range in fiscal 2020;

  -- The ratings case assumes the Atlantic Broadband segment will
make another debt-financed acquisition in FY2021 that is similar in
scale to MetroCast.

RATING SENSITIVITIES

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

  -- A change in financial policy and long-term commitment to
maintain consolidated leverage at mid-2x range or below;

  -- Stable and/or growing operating trends across its primary
business segments;

  -- Increased operational diversification;

  -- Pre-dividend FCF-to-sales of greater than 10%.

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

  -- A large transaction that increases consolidated leverage in
excess of mid-3x range for an extended period of time;

  -- Greater than expected competition, substitution or
cord-cutting/cord-shaving in Cogeco Communications territories that
adversely affects operating trends and cash flow growth;

  -- A change in financial policy resulting in higher leverage due
to increased dividends or aggressive share repurchases;

  -- Reduced consolidated FCF prospects as a result of competitive
factors.

LIQUIDITY

Strong Liquidity: Cogeco's main sources of liquidity are its credit
facilities, cash position and FCF. As of Nov. 30, 2018 Cogeco had
approximately CAD242 million available under its term revolving
facility of CAD800 million that matures in January 2024. In
addition, two subsidiaries of Cogeco benefit from a revolving
facility of USD150 million maturing January 2023, of which USD7.1
million was borrowed, leaving USD143 million of availability.
Consolidated cash was CAD71 million.

Expectations are that Cogeco will maintain a dividend policy
consistent with its current ratings. Cogeco's objective is to
generate shareholder returns through capital appreciation and
dividend growth. Historically, Cogeco has not generally engaged in
share repurchase activity, which Fitch does not see as changing at
this time. The quarterly dividend has increased to CAD0.525 per
share from CAD0.475 per share, an increase of approximately 11%,
from a year ago.

Fitch's forecast assumes Cogeco will increase dividends in a
similar range over the next couple of years as a result of growth
in excess cash flows. Thus, while Cogeco does not have a formal
dividend policy, Fitch expects the company will target a dividend
payout in the range of 25%-30% of FCF before dividends and working
capital. Fitch anticipates FCF in excess of CAD250 million during
the forecast period. Cogeco's current payout ratio is materially
lower than its larger cable and telecom peers.

The Company has no material maturities in fiscal 2019 or fiscal
2020. In fiscal 2021, Cogeco has CAD200 million of 5.15% notes
maturing. First-lien credit facility debt at Cogeco's U.S.
subsidiaries approximates 60% of Cogeco's capital structure. While
the debt is nonrecourse to Cogeco, Fitch has consolidated the U.S.
subsidiary debt given the strategic importance of the U.S.
operations, which serve as the primary beachhead for M&A
opportunities.

Fitch does not expect Atlantic Broadband to issue dividends during
the next several years given its growth focus. Cogeco's agreement
with Caisse de depot et placement du Quebec, which has taken a 21%
ownership interest in Atlantic Broadband, is long-term in nature
with no put option for several years. Cogeco does not expect to pay
meaningful cash taxes from its U.S. subsidiaries for the next
couple of years due to a substantial tax shield. Cogeco also
receives material tax benefits in Canada from deductibility related
to Atlantic Broadband's interest payments.

FULL LIST OF RATING ACTIONS

Fitch has affirmed Cogeco's rating as follows:

Cogeco Communications Inc.

  -- Long-Term IDR at 'BB+'.

The Rating Outlook is Stable.


CORNERSTONE FINANCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cornerstone Finance Company
        3100 Falling Leaf Court, Suite 200
        Columbia, MO 65201

Business Description: Cornerstone Finance Company provides
                      finance to businesses for the purpose of
                      financing insurance premiums on commercial
                      policies.

Chapter 11 Petition Date: January 18, 2019

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Case No.: 19-20051

Judge: Hon. Dennis R. Dow

Debtor's Counsel: Robert E. Eggmann, Esq.
                  CARMODY MACDONALD P.C.
                  120 South Central Avenue, Suite 1800
                  St. Louis, MO 63105
                  Tel: 314-854-8600
                  Fax: 314-854-8660
                  E-mail: ree@carmodymacdonald.com

                     - and -

                  Thomas H. Riske, Esq.
                  CARMODY MACDONALD P.C.
                  120 South Central Ave., Suite 1800
                  St. Louis, MO 63105
                  Tel: 314-854-8600
                  E-mail: thr@carmodymacdonald.com

Total Assets: $6,571,894

Total Liabilities: $6,479,758

The petition was signed by Roger D. Walker, president.

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

            http://bankrupt.com/misc/mowb19-20051.pdf


CROCKETT COGENERATION: S&P Cuts $295MM Sec. Notes Rating to 'CCC+'
------------------------------------------------------------------
S&P Global Ratings noted that Crockett Cogeneration (Crockett)
sells all of its output to utility Pacific Gas & Electric Co.
(PG&E) under a long-term power purchase agreement (PPA).  S&P
lowered the ratings on PG&E on Jan. 14, 2019 to 'CC' from 'B'
following PG&E's Jan. 13 8-K filing stating that it expects to file
for bankruptcy on or about Jan. 29. It was downgraded further to
'D' on Jan. 16, 2019 following a missed interest payment.

Given Crockett's reliance on PG&E for most of its revenues, S&P
lowered its rating on Crockett's $295 million senior secured notes
due March 30, 2025 by two notches to 'CCC+' from 'B' to reflect the
PG&E downgrade. The rating remains on CreditWatch negative.

S&P said, "We lowered our rating on Crockett by two notches to
'CCC+' from 'B' to reflect the downgrade of PG&E on Jan. 14, 2019,
and are maintaining our CreditWatch negative listing on the
project's debt. The rating action reflects the further erosion of
the credit profile of PG&E, which increases the potential for
nonpayment under its long-term PPA with Crockett. Our recovery
rating is unchanged at '3'.

Under the PPA, Crockett earns its revenue by selling electricity
and capacity to PG&E (an irreplaceable revenue counterparty). Given
its PPA terms may not be at market rates, there is a potential that
PG&E petitions the bankruptcy court to reject the PPA. If this were
to occur, it is unlikely the contract will be readily assumed by
another buyer if rejected in bankruptcy. As a result, the rating
assigned to Crockett remains under pressure due to PG&E's
near-certain bankruptcy and uncertainty of whether PG&E's voluntary
filing, designed to address liabilities it could incur for 2017 and
2018 wildfires, could also strategically consider contract
rejection.  

S&P said, "Our 'CCC+' rating reflects that we view Crockett to be
vulnerable, and that it is dependent upon whether the bankruptcy
proceeding will assess that all of its PPAs are needed. While we do
not view there to be a clear path to a project default in the next
12 months, PG&E has over-procured power supply due in large part to
load shifting to community choice aggregators (CCAs). Additionally,
some of its PPAs are above current market costs to replace the
contract. At the same time, there are factors that support the
continuation of payments under the PPA, including the authorization
of recovery in electricity consumer rates for the costs of PPAs
including this one, which limits incentives PG&E may have to seek
rejection or renegotiation of PPA terms.  

The project's financing agreements do not appear to allow a
bankruptcy filing of PG&E to trigger an event of default, whereas
cancellation of the PPA would trigger a default. Lenders could
choose to accelerate in the event of default after a 90-day cure
period, or they could possibly extend the cure period. However,
given that replacing PG&E with another creditworthy buyer is not
possible because the contract may be above market, so long as PG&E
continues to make scheduled payments, which it has, and does not
move toward rejection, S&P presumes lenders will have no economic
incentives to accelerate, as it is their right but not their
obligation to do so.    

S&P said, "Should PG&E move to reject the contracts, we would
expect lenders would only then assess next steps, including
potential acceleration. PG&E will continue to collect from its
ratepayers revenues to continue reliable electric service. Given
the ratemaking framework, those rates and charges have been
established to be sufficient for the utility to pay all of its
power suppliers, including the project's revenues due to the terms
under its power purchase agreement with the utility. As a separate
issue from that of possible contract rejection it is possible there
could be a temporary payment disruption as PG&E moves toward or
enters bankruptcy. Based on our current understanding, however,
PG&E does not face any near-term liquidity issues. As per its 8k
filing, the utility continues to have cash balances and is in the
process of arranging $5.5 billion in debtor-in-possession, or DIP,
financing. The prospective $30 billion liability is the company's
best estimate of its potential liability in the future if PG&E is
found responsible for the wildfires, but to date no assessments
have been made. Relying on our Criteria For Assigning 'CCC+',
'CCC', 'CCC-', And 'CC' Ratings, published Oct. 1, 2012, we
assigned a 'CCC+' rating since a specific default scenario is not
yet envisioned and we believe creditors will waive their remedies
so long as payments continue, but we believe the issuer is
vulnerable and dependent on favorable developments during
bankruptcy proceedings, which we currently expect will occur.

"There is no change in our view of the project's fundamental
operational or financial risk. Its performance is stable but for
the credit erosion of the purchaser of its capacity and
electricity.

"The CreditWatch with negative implications on the ratings on
Crockett's debt reflects the substantially diminished credit
quality of PG&E, the project's only source of revenue, and our
expectation that the utility will imminently file for bankruptcy.
After the filing, the rating on the project will likely remain at
'CCC+'. If as part of the proceeding it becomes clear that contract
rejection is a likely threat, we could lower the ratings within the
'CCC' or 'CC' categories, depending on the level and likelihood of
this risk. Equally, if contract rejection continues to lack
visibility but we view that project lenders have incentives to
exercise events of default under the project documents, including
acceleration of project debt, we could lower the ratings further.
We view those incentives to be currently limited, so long as PG&E
continues to make timely payments to the projects. Given that we
assume the utility will continue to receive customer payments that
fully reflect the costs of supplying power to them, including the
cost of this and other power contracts, we do not currently
envision utility liquidity issues will disrupt payments to PPAs
suppliers. However, we could also lower the ratings if PG&E
temporarily suspended payments and we view that project reserves
could not withstand the length of the expected suspension.  

"We view the CreditWatch negative listing as appropriate at least
for the next 90 days to monitor the project lenders' reactions to
the filing. We could extend the CreditWatch beyond this period
until we have a better idea of the contents of the expected Chapter
11 filing contents and PG&E's strategy to emerge out of
bankruptcy."  



CROSSMARK HOLDINGS: S&P Lowers ICR to 'CC' Ahead of Restructuring
-----------------------------------------------------------------
S&P Global Ratings noted that U.S.-based sales and marketing
service company Crossmark Holdings Inc.'s financial performance
remains weak and the company is approaching the maturities of its
revolving credit facility and its first-lien term loan in June 2019
and December 2019, respectively.

S&P understands the company entered into a Restructuring Support
Agreement ("RSA") on Dec. 31, 2018 with its revolving lenders and
the vast majority of the first-lien and second-lien term loan
lenders. S&P also understands that  the lenders have agreed to
provide a $30 million bridge loan to assist with liquidity until
the restructuring is consummated.

S&P is lowering its issuer credit rating on Crossmark to 'CC' from
'CCC'. S&P said, "We are concurrently lowering our issue-level
ratings on the company's first-lien and second-lien debt to 'CC'
and 'C', respectively. The recovery ratings are unchanged at '3'
and '6', respectively. We do not have sufficient information to
reassess recovery rating prospects at this time."
  
S&P said, "The downgrade reflects our view that a restructuring or
default in the next six to 12 months is a virtual certainty, as
confirmed by the RSA. Crossmark's weak free cash flow can no longer
support the company's existing capital structure, which includes a
$52.5 million revolving credit facility maturing in June 2019 and
$425 million first-lien term loan maturing in December 2019."

The negative outlook reflects the high likelihood that Crossmark
will complete a debt restructuring or default in the next six to 12
months.



CURAE HEALTH: PCO Files 2nd Report
----------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed for Curae
Health, et al. filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee a second Report covering the period of
November 17, 2018 to January 16, 2019.

In this Report, the PCO visited two debtors namely, Amory Regional
Medical Center and Batesville Regional Medical Center, Inc. During
visits, the PCO did not observe any significant concerns with
respect to the patient care of both debtors.

The PCO reported that the North Mississippi Health Services
purchased the Amory on December 31, 2018 with all pertinent patient
and staff information transferred to the new ownership on January
1, 2019. Armory's chief nursing officer reported no concerns about
the care and safety of the patients during the transaction to the
purchaser.

Moreover, during visits at Batesville, the PCO and the hospital's
chief executive officer (CEO) discussed the pending sale of the
hospital. The CEO was informed that the sale of the hospital likely
will close on January 19, 2019.  

A full-text of the Second Report is available at:

     http://bankrupt.com/misc/tnmb18-05665-677.pdf

           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.


DELTA AG GROUP: LA Judge Orders Dismissal of Chapter 11 Case
------------------------------------------------------------
Judge John S. Hodge of the U.S. Bankruptcy Court for the Western
District of Louisiana dismissed the Chapter 11 case of Delta Ag
Group, LLC.

The order dismissing the case was made upon request of Richland
State Bank and the United States Trustee.

           About Delta Ag Group

Delta Ag Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-31682) on Oct. 16,
2018. It filed as a single asset real estate debtor as defined in
11 U.S.C. Section 101(51B).

In the petition signed by JoAnn Yates McIntyre, authorized agent,
the Debtor estimated assets of $1 million to $10 million and
liabilities of $500,000 to $1 million.  Judge John S. Hodge
presides over the case.  The Debtor tapped Robert W. Raley, Esq.,
as its bankruptcy attorney.


DOMINICA LLC: Unsecureds to Get 85% Under 5th Amended Plan
----------------------------------------------------------
Dominica LLC and plan proponent Evangeline Martin submitted a Fifth
Amended Disclosure Statement.

Class 3 - General Unsecured Claims. Class 3 Claims are impaired
under the Plan. Each holder of a Class 3 Claim shall be entitled to
vote to accept or reject the Plan. In full and complete
satisfaction, settlement, release and discharge, each holder of an
Allowed General Unsecured Claims shall receive each creditor with
an allowed claim shall receive no less than 85% of its allowed
claim to be paid thirty (30) days from the Effective Date.

Class 1 - The Allowed Endeavor Capital North LLC First Mortgage
Claim is impaired under the Plan. The holder of the Class 1 Claim
has agreed to vote for the Plan under the following terms: The
Allowed Endeavor Capital North LLC First Mortgage Claim shall
equal: $543,335.451 less any future adequate protection payments
not already credited paid by the Debtor to Endeavor through the
Effective Date subject to execution of the Modification and
Extension Agreement. (b) Allowance and Treatment of Class 1. In
full and complete satisfaction, settlement, release and discharge
of the Allowed Class 1 Claim, the holder of the Allowed Class 1
Claim shall receive upon the entry of a Final Order allowing the
Allowed Class 1 Claim as follows: Payment in equal monthly
installments of principal and interest, with the first payment due
on the 10th day of the first month following the Effective Date and
on the 10th day of the month thereafter until paid in full,
calculated at a rate of eight (8%) percent per annum and based upon
a 30 year amortization schedule. Payments shall commence upon the
Effective Date and terminate on the 60th month from the Effective
Date

Class 2 - The Allowed Endeavor Capital North LLC Second Mortgage is
impaired under the Plan. The holder of the Class 2 Claim has agreed
to vote for the Plan under the following terms: The Debtor
estimates the Allowed Endeavor Capital North LLC Second Mortgage
Claim computes as follows: $84,783.24 less any future adequate
protection payments not already credited paid by the Debtor to
Endeavor through the Effective Date subject to execution of the
Modification and Extension Agreement. (b) Allowance and Treatment
of Class 2. In full and complete satisfaction, settlement, release
and discharge of the Allowed Class 2 Claim, the holder of the
Allowed Class 2 Claim shall receive upon the entry of a Final Order
allowing the Allowed Class 2 Claim as follows: Payment in equal
monthly installments of principal and interest, with the first
payment due on the 10th day of the first month following the
Effective Date and on the 10th day of the month thereafter until
paid in full, calculated at a rate of eight (8%) percent per annum
and based upon a 30 year amortization schedule. Payments shall
commence upon the Effective Date and terminate on the 60th month
from the Effective Date

A full-text copy of the Fifth Amended Disclosure Statement dated
December 31, 2018, is available at https://tinyurl.com/y9k7lb9k
from PacerMonitor.com at no charge.

                     About Dominica LLC

Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016.  In the petition signed by Evangeline
Martin, manager, the Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing.  Michael Van Dam,
Esq., at Van Dam Law LLP, is the Debtor's bankruptcy counsel.


DWS CLOTHING: Allowed To Use Up To $50,000 In Cash Collateral
-------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida has authorized DWS Clothing Too, LLC
to use cash collateral not to exceed $50,000 for reasonable day to
day expenses on an interim basis to avoid irreparable harm to the
Debtor.

The Court confirms the grant, assignment and pledge by the Debtor
to the Secured Creditor of a post-petition security interest and
lien (of the same validity, extent and priority as the Secured
Creditor's pre-petition security interests) in the Secured
Creditor's pre-petition collateral in and to (a) all proceeds from
the disposition of any cash collateral, and (b) any and all of
Debtor's goods, property, assets and interests in property in which
the Secured Creditor held a lien or security interest prior to the
petition date, whether now existing and/or owned and hereafter
arising and/or acquired and wherever located, including the
proceeds thereof.

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

            http://bankrupt.com/misc/flsb18-25551-26.pdf

                      About DWS Clothing Too

Operating as Alene Too, DWS Clothing Too, LLC, sells women's
clothes.  DWS Clothing Too sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25551) on Dec.
14, 2018.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.
The case is assigned to Judge Mindy A. Mora.  Rappaport Osborne &
Rappaport, PLLC, is the Debtor's counsel.


E WHALE: Texas Court Affirms Dismissal of Trust Suit vs Nobu Suit
-----------------------------------------------------------------
The Texas Court of Appeals affirmed the trial court's order
dismissing Wilmington Trust, National Association's lawsuit against
Hsin-Chi-Su a/k/a Nobu Su in the appeals case captioned WILMINGTON
TRUST, NATIONAL ASSOCIATION, Appellant, v. HSIN-CHI-SU A/K/A NOBU
SU, Appellee, No. 14-17-00382-CV (Tex. App.).

Appellant Wilmington Trust, National Association, filed suit
against appellee Hsin-Chi-Su a/k/a Nobu Su, a Taiwanese national,
seeking to collect on a guaranty Su signed in Taiwan concerning a
loan to E Whale Corporation. Su filed a special appearance, which
the trial court granted.

Wilmington Trust challenges the trial court's dismissal order in a
single issue, making two primary arguments. First, it argues that
Su had substantial purposeful contacts with Texas because he was
the alter ego of E Whale Corporation. Second, it argues that Su
personally had numerous purposeful contacts with Texas that were
connected with the operative facts of the guaranty litigation.

Wilmington Trust asserts that that the trial court erred when it
granted Su's special appearance and dismissed the case against him.
Su responds that the Court should affirm the trial court's
dismissal because he has not purposefully availed himself of the
protections offered by Texas law and courts.

Upon careful analysis, the Court overrules Wilmington Trust's issue
because the jurisdictional evidence does not establish that Su was
E Whale Corporation's alter ego or that he purposefully availed
himself of the privilege of conducting activities within Texas,
thereby invoking the benefits and protections of Texas laws.

A copy of the Court's Opinion dated Dec. 21, 2018 is available at
https://bit.ly/2SVGNQf from Leagle.com.

Chad Flores -- cflores@fisherphillips.com -- Joshua Smith --
Joshua@staugustinelawgroup.com -- Alistair B. Dawson --
adawson@beckredden.com -- for Wilmington Trust, National
Association, Appellant.

Charles Stepehn Kelley -- ckelley@mayerbrown.com -- Walter J.
Cicack -- wcicack@hcgllp.com -- Kris Teng, for Hsin-Chi-Su aka Nobu
Su, Appellee.



ENCOUNTER MEDICAL: PCO Appointment Not Necessary, Court Rules
-------------------------------------------------------------
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia ruled that the appointment of a patient care
ombudsman for Encounter Medical Associates, LLC is not necessary.

Despite the decision, the Court noted that the ruling does not bar
any subsequent request by the United States Trustee or other party
in interest seeking the appointment of a patient care ombudsman
upon a change in circumstances by the Debtor.

          About Encounter Medical Associates

Encounter Medical Associates, LLC, a medical group in Cumming,
Georgia, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 19-20009) on Jan. 3, 2019. At the time of
the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.


ENERGIZER HOLDINGS: Moody's Confirms B1 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service confirmed the B1 Corporate Family Rating
and the B1-PD Probability of Default Rating of Energizer Holdings,
Inc.. Moody's also confirmed the Ba1 (LGD 1) rating on the
company's $1.6 billion senior secured credit facilities. Moody's
also confirmed the rating on the company's $600 million unsecured
global notes at B2 (LGD 4), the rating on the $500 million
unsecured global notes at B2 (LGD 4), and the rating on the €650
million bonds issued by Energizer Gamma Acquisition B.V. at B2 (LGD
4). Energizer Gamma Acquisition B.V. is a wholly owned subsidiary
of Energizer. The Euro bonds benefit from a guaranty from the
parent company, Energizer Holdings, Inc., but in liquidation are
ahead of the debt at Energizer. Moody's also assigned a B2 (LGD 4)
rating on the company's proposed $600 million unsecured notes.
Proceeds from the new notes in addition to about $376 million of
cash equity and Energizer shares valued at $247 million will be
used to complete the $1.25 billion acquisition of Spectrum Brands'
Global Auto Care business. The outlook is stable. This concludes
the review that was initiated on November 16, 2018 when Energizer
announced its acquisition of Spectrum Auto.

The confirmation of the ratings reflects Moody's belief that
Energizer's pro-forma financial leverage will be roughly 5.3x
debt/EBITDA following the sale of the Varta consumer battery
business, proceeds of which will be used to pay down debt. The sale
of Varta was a condition of the European Commission in order to
approve Energizer's acquisition of Spectrum's battery business.
Moody's recognizes the heightened integration and execution risk
associated with the acquisitions of both the Spectrum battery and
Spectrum auto businesses.

The Ba1 rating on the senior secured debt is three notches higher
than the B1 CFR. This reflects the meaningful amount of unsecured
debt in the capital structure, which would absorb losses before the
secured debt.

Ratings assigned:

Energizer Holdings, Inc.

$600 million unsecured notes due 2027 at B2 (LGD 4)

Ratings confirmed:

Energizer Holdings, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$600 million unsecured notes due 2025 at B2 (to LGD 4 from LGD 5)

$500 million unsecured notes due 2026 at B2 (to LGD 4 from LGD 5)

$400 million senior secured revolving credit facility expiring 2023
at Ba1 (to LGD 1 from LGD 2)

$1,000 million senior secured term loan B due 2025 at Ba1 (to LGD 1
from LGD 2)

$200 million senior secured term loan A due 2021 at Ba1 (to LGD 1
from LGD 2)

Energizer Gamma Acquisition B.V.

EUR650 million unsecured notes due 2026 at B2 (to LGD 4 from LGD
5)

Ratings Affirmed:

Energizer Holdings, Inc.

Speculative Grade Liquidity Rating at SGL-1

The outlook on all ratings is stable from rating under review.

RATINGS RATIONALE

Energizer's B1 CFR reflects its concentration in the declining
battery category which is facing a slow secular decline as consumer
products are increasingly evolving toward rechargeable
technologies. This makes the battery category increasingly
commoditized, rendering the space highly promotional. The rating
also reflect the high event risk a Energizer has chosen to expand
outside of the battery business -- through debt financed
acquisitions -- into totally unrelated businesses. Also
constraining the rating is the company's high pro forma financial
leverage, with debt to EBITDA estimated at about 5.3x. Moody's
expects debt to EBITDA to improve modestly to about 4.9x over the
next 12 months through a combination of earnings growth, boosted by
cost and operational synergies. However leverage could well
increase again should Energizer pursue additional debt-financed
acquisitions. The rating is supported by the company's leading
market position in the single use and specialized battery market,
its portfolio of well-known brands in the battery and consumer car
maintenance segments, and solid cash flow.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's view
that Energizer's liquidity is very strong. Moody's projects that
the company will be able to fund its obligations from internally
generated cash.

The stable outlook reflects Moody's expectation that Energizer's
financial leverage will remain high over the next 12 months. It
also reflects the high event risk as Energizer seeks to diversify
away from its core battery business through leveraged
acquisitions.

The ratings could be downgraded if Energizer experiences
significant operational disruption. Further, the ratings could be
downgraded if the company's financial policies become increasingly
aggressive, including additional debt funded acquisitions or
shareholder returns. Moody's could also downgrade the ratings if
the company's liquidity deteriorates or if debt to EBITDA is
sustained above 5.5x.

Moody's could upgrade the ratings if Energizer successfully
integrates both the Spectrum battery and Spectrum auto businesses
and improves credit metrics. Debt/EBITDA would need to be sustained
below 4.5x before Moody's would consider an upgrade.

Energizer Holding, Inc. manufactures and markets batteries,
lighting products and car fragrance and appearance products around
the world. The product portfolio includes household batteries,
specialty batteries, portable lighting equipment and various car
fragrance dispensing systems. Some key brands include Energizer,
Eveready, Rayovac, STP, and ArmorAll . Pro-forma annual revenue is
estimated at $2.4 billion.

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.


ENERGIZER HOLDINGS: S&P Lowers ICR to 'BB-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings noted that U.S.-based Energizer Holdings Inc.
completed its acquisition of Spectrum Brands' battery business
earlier this month and expects to acquire Spectrum Brands' Global
Auto Care (GAC) business for $1.25 billion in February 2019.
Financing for the GAC purchase would consist of $600 million senior
unsecured notes and $625 million of equity-like
securities. Although pro forma debt to EBITDA (estimated at
slightly above 5.5x, including preferred stock) will be higher than
the originally proposed battery acquisition, the company is
assuming more risk since it is acquiring two large businesses that
have been underperforming over the past year, S&P added.

S&P is lowering its issuer credit rating on Energizer to 'BB-' from
'BB', and removed all ratings from CreditWatch, where S&P placed
them with negative implications on Nov. 16, 2018.

S&P said, "We affirmed our 'BB+' issue-level rating on the senior
secured debt with the recovery rating revised to '1' from '2', and
lowered our issue-level rating on the senior unsecured debt to 'B+'
from 'BB-' with the recovery rating unchanged at '5'. At the same
time, we assigned our 'B+' issue-level rating to the proposed $600
million senior unsecured notes due 2027 with a recovery rating of
'5'."

The downgrade on Energizer reflects the increased risk of
integrating two businesses that have underperformed over the past
year, notwithstanding management's belief that both are near
stabilization; and Energizer's willingness to increase leverage
significantly.

S&P said, "The stable outlook reflects our expectation that the
company will maintain its good global market position, successfully
integrate the battery and GAC acquisitions, and sell Varta within
the parameters of European Commission (EU)'s agreement. We expect
the company to continue to strengthen credit metrics in line with
our forecasts, including improving adjusted debt to EBITDA to below
5x within the next 12 months through a combination of EBITDA growth
and debt reduction.

"We could lower the ratings if there are operating missteps in the
integration of the two acquisitions or if the acquired battery
and/or GAC businesses weaken further, leading to profit
deterioration and adjusted debt to EBITDA sustained above 5x. We
could also lower our rating if Energizer cannot sell the Varta
business within the time frame agreed to with the EC, or if it
repurchases the Spectrum equity over the next 18 months.

"Although highly unlikely over the next 12 months, we could raise
our rating if the integration of the acquisitions is on track,
Energizer's legacy business continues to perform well, and the
company is generating solid free cash flow. We could also raise our
ratings if the company continues to strengthen credit metrics,
including sustaining adjusted debt to EBITDA below 4x."



FIDI DISTRICT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Three affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

     Debtor                                   Case No.
     ------                                   --------
     Fidi District LLC                        19-10170
     111 Fulton Street, Unit C-2a
     New York, NY 10038

     Columbus Village LLC                     19-10171
     795 Columbus Avenue
     New York, NY 10025

     NGM Management Group LLC                 19-10172
     153 8th Avenue
     New York, NY 10011

Business Description: The Debtors are franchisees of Bareburger, a
                      restaurant chain offering burgers, salads,
                      and sandwiches.  

                      http://www.bareburger.com/

Chapter 11 Petition Date: January 20, 2019

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtors' Counsel: Daniel R. Wotman, Esq.
                  WOTMAN LAW PLLC
                  200 Park Avenue, Suite 1700
                  New York, NY 10166
                  Tel: 646-774-2900
                  Fax: 212-682-0278
                  Email: dwotman@wotmanlaw.com

Fidi District's
Estimated Assets: $10 million to $50 million

Fidi District's
Estimated Liabilities: $1 million to $10 million

Columbus Village's
Estimated Assets: $10 million to $50 million

Columbus Village's
Estimated Liabilities: $500,000 to $1 million

NGM Management's
Estimated Assets: $10 million to $50 million

NGM Management's
Estimated Liabilities: $500,000 to $1 million

The petitions were signed by Michael Pitsinos, member/authorized
signatory.

Full-text copies of the petitions are available for free at:

            http://bankrupt.com/misc/nysb19-10170.pdf
            http://bankrupt.com/misc/nysb19-10171.pdf
            http://bankrupt.com/misc/nysb19-10172.pdf

A. List of Fidi District's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
111 Fulton Street Investors                                $69,883
c/o the Klein Group LLC,
25 A Hanover Road, Suite 350
Florham Park, NJ 07932

Action Environmental Group                                  $4,297
300 Frank W Burr
Boulevard, Suite 39
Teaneck, NJ 07666

Baldor Specialty Foods, Inc.                                $3,379
155 Food Center Dr
Bronx, NY 10474

Bareburger Group, LLC                 Royalties,           $36,431
35-37 36th Street, 4th Fl             Branding &
Astoria, NY 11106                  Management Fees
                                    to Franchisor

Columbus Village LLC                                       $18,253
795 Columbus Avenue
New York, NY 10025

Department of the Treasury          Payroll Taxes,        $326,591
Internal Revenue Service              Interest &
P.O. Box 7346                         Penalties
Philadelphia, PA
19101-7346

Fireproofing Corporation of America                         $2,185
347 W 36th Street/ 10th Fl
New York, NY 10018

G&V Mechanical Inc.                                         $1,500
2355 31st Street
Astoria, NY 11105

Hector Mora et al                   Settlement of         $134,000
c/o Lee Litigation Group LLC          Claim for
30 East 39th St 2d Fl               Underpayment
New York, NY 10016                   Caused by
                                   Bareburger Group
                                  LLC while operating
                                      restaurant

Imperial Bag &                                              $2,348
Paper Co, LLC
255 Route 1 and 9
Jersey City
Jersey City, NJ 07306

Manouvelos Engineering PC                                   $6,225
30-53 Crescent Street
Long Island City, NY 11102

McCarthy Burgess & Wolf                                     $1,300
26000 Cannon Rd
Bedford, OH 44146

NYC Dept of Finance                    Commercial          $22,000
Attn.: Legal Affairs                    Rent Tax
345 Adams Street, 3rd Floor
Brooklyn, NY 11201

NYS Dept. Taxation & Finance          Sales and           $119,535
Bankruptcy/Special                   Withholding
Procedures                          Taxes, Interest
P.O. Box 5300                        and Penalties
Albany, NY
12205-0300

Oilmatic Systems LLC                                        $2,595
P.O. Box 185
Keasbey, NJ
08832-0185

Pat LaFrieda Meat                                          $26,618
3701 Tonnelle Ave
North Bergen, NJ 07047

Pegasus P&H                                                 $2,406
Corporation
33-18 23rd Avenue
Astoria, NY 11105

Relay Delivery, Inc.                                        $8,750
4 East 27th Street #20388
New York, NY 10001

Sysco Corporation                                          $75,201
1390 Enclave Parkway
Houston, TX 77077

Theta Designs                                               $5,700
21-33 40th Avenue
Bayside, NY 11361


B. List of Columbus Village's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
795 Columbus LLC                   Commercial Rent        $161,023
c/o Columbus
Square Management
792 Columbus
Avenue Ste 1E
New York, NY 10025

Action Environmental Group                                  $2,290
300 Frank W Burr
Boulevard, Suite 39
Teaneck, NJ 07666

Admiral Linen                                               $1,169
112 Hudson Street
Copiague, NY 11726

Baldor Specialty Foods, Inc.                                $5,049
155 Food Center Dr
Bronx, NY 10474

Bareburger Group, LLC                Royalties,            $40,266
35-37 36th Street, 4th Fl            Branding &
Astoria, NY 11106                 Management Fees to
                                      Franchisor
Consolidated                                                $7,751
Edison of NY
4 Irving Place
New York, NY 10003

DiCarlo Distributors Inc.                                     $688
1630 N Ocean Ave
Holtsville, NY 11742

Hector Mora et al             Settlement of Claim for     $134,000
c/o Lee Litigation Group LLC      Underpayment of
30 East 39th St 2d Fl           Minimum Wages Caused
New York, NY 10016              by Bareburger Group
                                LLC while operating
                                    restaurant

Imperial Bag &                                              $4,804
Paper Co, LLC
255 Route 1 and 9
Jersey City
Jersey City, NJ 07306

Joseph, Mann & Creed                                        $1,620
8948 Canyon Falls Blvd #200
Twinsburg, OH 44087

Manouvelos Engineering PC                                   $6,225
30-53 Crescent Street
Long Island City, NY 11102

Master Fire Systems Inc.                                    $1,520
1776 E. Tremont Ave.
Bronx, NY 10460

Mitie Plumbing &                                            $2,504
Heating Corp.
40-18 Berrian Blvd
Astoria, NY 11105

NYS Dept. Taxation & Finance            Sales and         $107,263
Bankruptcy/Special                    Withholding
Procedures                           Taxes, Interest
P.O. Box 5300                        and Penalties
Albany, NY
12205-0300

Oilmatic Systems LLC                                        $1,475
P.O. Box 185
Keasbey, NJ
08832-0185

Pat LaFrieda Meat                                          $24,582
3701 Tonnelle Ave
North Bergen, NJ 07047

Pegasus P&H Corporation                                     $9,993
33-18 23rd Avenue
Astoria, NY 11105

Sysco Corporation                                          $27,799
1390 Enclave Parkway
Houston, TX 77077

Theta Designs                                               $5,700
21-33 40th Avenue
Bayside, NY 11361

Ventiv Holdings LLC                                        $16,558

C. List of NGM Management's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
151Eighth Stone LP                                         $34,617
c/o Stone Street Properties
148 Madison
Avenue, 5th Fl
New York, NY 10016

Admiral Linen                                                 $975
112 Hudson Street
Copiague, NY 11726

Arista Coffee Inc                                           $1,009
59-01 55th Street
Maspeth, NY 11378

Baldor Specialty Foods, Inc.                                $4,067
155 Food Center Dr
Bronx, NY 10474

Bareburger Group, LLC                   Royalties,         $33,215
35-37 36th Street, 4th Fl              Branding &
Astoria, NY 11106                     Management Fees
                                       to Franchisor

Columbus Village LLC                                       $19,000
795 Columbus Avenue
New York, NY 10025

Consolidated Edison of NY                                   $3,138
4 Irving Place
New York, NY 10003

G&V Mechanical Inc                                          $1,500
2355 31st Street
Astoria, NY 11105

Hector Mora et al                    Settlement of        $134,000
c/o Lee Litigation                     Claim for
Group LLC                            Underpayment of
30 East 39th St 2d Fl                Minimum Wages
New York, NY 10016                 Caused by Bareburger
                                    LLC while operating
                                         restaurant

Imperial Bag &                                              $2,579
Paper Co, LLC
255 Route 1 and 9
Jersey City
Jersey City, NJ 07306

Kypros Mechanical Corp.                                     $2,200
18-08 25th Road
Astoria, NY 11102

Leo Mechanical & HVAC                                       $1,705
21-44 45th Street
Astoria, NY 11105

NYS Dept. Taxation & Finance            Sales and          $70,556
Bankruptcy/Special                     Withholding
Procedures                            Taxes, Interest
P.O. Box 5300                         and Penalties
Albany, NY
12205-0300

Pat LaFrieda Meat                                          $14,504
3701 Tonnelle Ave
North Bergen, NJ 07047

Recycle Track                                                 $794
Systems, Inc.
435 Hudson Street
4th Floor
New York, NY 10014

Relay Delivery, Inc.                                        $5,700
4 East 27th Street #20388
New York, NY 10001

ShelterPoint Life                                             $863
Insurance Co
1225 Franklin Avenue #475
Garden City, NY 11530

Sysco Corporation                                          $58,560
1390 Enclave Parkway
Houston, TX 77077

Unitech Designs Inc.                                        $5,942
15-25 132nd Street
College Point, NY
11356-2441

United Kitchen                                                $886
& Ventilation LLC
1579A Bushwick Avenue
Brooklyn, NY 11207


FIRST DATA: Moody's Puts Ba3 CFR for Upgrade Amid Fiserv Deal
-------------------------------------------------------------
Moody's Investors Service placed the credit ratings of First Data
Corporation under review for upgrade, including the Ba3 Corporate
Family Rating, Ba2 senior secured credit facilities and first lien
notes rating, and B2 second lien notes rating.

This rating action follows Fiserv, Inc.'s ("Fiserv, Baa2 stable")
announcement that it plans to acquire First Data for about $22
billion in an all-stock transaction. Fiserv announced that it
intends to refinance the approximately $17 billion debt that First
Data is expected to have at the time of closing.

RATINGS RATIONALE

Moody's believes that the strength of the combined business, which
merges industry leaders in bank payment processing and merchant
acquiring, will create a stronger business profile than that of
standalone Fiserv and First Data. The combination will provide the
combined company with the distribution reach to offer digital
payment solutions that cover the entire payment ecosystem including
banks and merchants. Pro forma adjusted debt to EBITDA will
initially be in the low 4x without any synergies upon the close of
acquisition, but Moody's expects leverage to decrease to the low 3x
level by the end of 2020 and below 3x by the end of 2021, assuming
a transaction close in the middle of 2019.

The outcome of the review will depend on the nature of Fiserv's
support for any of First Data's existing debt that remains in the
capital structure post-combination and the position of such
remaining debt within Fiserv's capital structure. Upon the closing
of the acquisition, Moody's would anticipate withdrawing the CFR,
Probability of Default rating and the speculative grade liquidity
rating of First Data.

Issuer: First Data Corporation

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba3

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba3-PD

Senior Secured Bank Credit Facility, Placed on Review for Upgrade,
currently Ba2 (LGD3)

Senior Secured First Lien Notes, Placed on Review for Upgrade,
currently Ba2 (LGD3)

Senior Secured Second Lien Notes, Placed on Review for Upgrade,
currently B2 (LGD5)

SGL-1 speculative grade liquidity rating, remains unchanged.

Outlook Actions:

Issuer: First Data Corporation

Outlook, Change to Rating Under Review from Positive


FIRST DATA: S&P Places 'BB-' CCR on Watch Positive on Fiserv Deal
-----------------------------------------------------------------
S&P Global Ratings noted that global banking software and payment
processing solutions provider Fiserv Inc. has announced its
intention to acquire First Data Corp. in an all-stock transaction.

S&P thus places all of its ratings on First Data, including its
'BB-' corporate credit rating, on CreditWatch with positive
implications reflecting its view that the combined entity will have
lower leverage and possess substantial free cash flow generating
ability.

S&P expects to resolve the CreditWatch placement when the
acquisition closes or all outstanding debt is repaid.
  
The CrediWatch placement follows Fiserv's announcement today that
it intends to acquire First Data in an all-stock transaction.
Fiserv also expects to issue new debt to refinance all of First
Data's outstanding debt. The transaction is expected to close
during the second half of the second quarter pending shareholder
and regulatory approvals.

S&P will resolve the CreditWatch status once the merger closes or
when all of First Data's outstanding debt is repaid, at which time
it will likely withdraw all ratings on First Data.



FLEETPRIDE INC: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service Moody's assigned new ratings for
FleetPride, Inc., including a B3 Corporate Family Rating and a
B3-PD Probability of Default Rating. Concurrently, Moody's assigned
a B2 rating to the company's proposed senior secured first-lien
term loan and a Caa2 rating to the proposed senior secured
second-lien term loan. All existing ratings for the pre-LBO entity
will be withdrawn upon closing of the proposed transaction and
concurrent repayment of the underlying debt obligations. The rating
outlook is stable.

FleetPride will utilize proceeds from the proposed debt along with
sponsor equity to fund a $1.55 billion leveraged buyout of the
company by American Securities from TPG.

"FleetPride's high leverage and cyclical exposure weigh heavily on
the current credit profile, but the company benefits from new
management focus on operational efficiencies, growing industrial
markets and, most recently, improved performance of certain
distribution channels," said Moody's analyst, Inna Bodeck.
"FleetPride's more aggressive stance towards acquisitions is
improving geographic and customer reach, but also deprioritizes
debt reduction and will limit financial flexibility in the softer
markets expected to occur in 2020"

The following ratings have been assigned for FleetPride, Inc.:

Corporate Family Rating, assigned B3

Probability of Default, assigned B3-PD

$620 million Gtd senior secured first lien term loan, assigned B2
(LGD3)

$225 million Gtd senior secured second lien term loan, assigned
Caa2 (LGD5)

Outlook, assigned Stable

The following ratings for FPC Holdings, Inc. are unchanged and will
be withdrawn upon closing of the proposed transaction and
concurrent repayment in full of the existing bank debt and
termination of credit facilities:

Corporate Family Rating, at B3

Probability of Default, at B3-PD

$482 million senior secured first lien term loan, at B3 (LGD3)

$175 million senior secured second lien term loan, at Caa2 (LGD5)

Outlook, at Stable

RATINGS RATIONALE

FleetPride's B3 CFR broadly reflects its high financial leverage
(Moody's-adjusted debt-to-EBITDA of 6.5x as of September 30,2018),
cyclical end markets, and acquisitive growth strategy. The rating
is supported by FleetPride's meaningful size in its niche market,
broad inventory selection, and national footprint. Moody's projects
that FleetPride's high debt-to-EBITDA leverage will decline to a
high 5.0x range because the company's earnings will improve.
Moody's anticipates that the company will have adequate liquidity
in the next 12 months, supported by over $15 million of projected
free cash flow and expected availability of approximately $200
million on $225 million its asset based revolving credit facility
over the next twelve months.

The stable ratings outlook reflects Moody's expectation that the
company will continue to experience relatively stable performance
and that even with softening end markets will have sufficient
liquidity to weather a sales decline similar to 2016. Moody's also
assumes that the company will preserve liquidity and reduce
acquisition activity if earnings and cash flow deteroirate.

The ratings could be upgraded if the company improves its cash
generating ability, as evidenced by RCF/debt greater than 10%, and
sustains debt-to-EBITDA leverage below 5.75 times.

A downgrade could occur if deteriorating operating results,
debt-financed acquisitions or shareholder dividends result in the
company's leverage ratio being sustained above 7.0 times, RCF/debt
sustained below 4.0%, or deterioration in liquidity.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

FleetPride is an independent US distributor of aftermarket
heavy-duty truck and trailer parts. The company distributes brand
name heavy-duty vehicle parts and select private label brands
through 5 distribution centers and over 270 branches across 46
states. In addition, the company provides a limited range of
remanufactured products, as well as truck and trailer repair
services. Revenues for the twelve months ended September 30, 2018
were over $1.1 billion. FleetPride is now owned by American
Securities.


FLYING SOFTWARE: Night Flight Buying All Assets for $500K
---------------------------------------------------------
Flying Software Labs, Inc., asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of substantially all assets
to Night Flight Trust for $500,000.

The primary purpose of the Debtor' chapter 11 case is to facilitate
a sale of substantially all assets through an orderly and
competitive sale process.  It will use the proceeds to administer
its chapter 11 case and pay creditors according to the priorities.

Prior to the Petition Date, FSL, engaged in an extensive marketing
campaign for its assets.  FSL hired The Lockhart Group, an
experienced investment banker, to market its assets.  Despite
efforts and significant expressions of interest, FSL was
unsuccessful in obtaining an offer high enough to pay creditors in
full, and therefore no buyer was willing to consummate a
transaction outside of a chapter 11 process.  FSL, therefore, filed
its petition for relief under chapter 11 of the Bankruptcy Code to
obtain an order authorizing a sale of
its assets free and clear.

On the Petition Date, the Debtor filed its Bid Procedures Motion,
which the Court approved.  The Bid Procedures Order authorized the
Debtor to engage in a sale process, prescribed bidding and auction
rules, and set certain deadlines with respect to the Sale of
assets.  

Under the Bid Procedures, the Debtor was authorized to make certain
adjustments to the Bid Procedures in its reasonable business
judgment to facilitate a more open and competitive auction and
bidding process.  Under the Bid Procedures, all Qualified Bids1
were due by Dec. 14, 2018, and an auction was to be held on Dec.
21, 2018.  However, as of Dec. 14, 2018, the Debtor had received
only a few expressions of interest and two non-qualifying bids.
The two non-qualifying bids were deficient in that (1) the first,
from 6G Operations, LLC, lacked a signed Asset Purchase Agreement
and a Good Faith Deposit; and (2) the second, from Night Flight
Trust, was for $400,000, including a 10% deposit and a signed asset
purchase agreement, but which did not meet the $500,000 Minimum
Bid.

On Dec. 20, 2018, the Debtor filed a Notice of Revised Auction and
Sale Deadlines and Rescheduled Hearing on Sale of Debtor' Assets,
extending the Deadline to Submit Qualified Auction until Dec. 31,
2018, and postponing the Auction until Jan.  4, 2019, and served it
on all parties in interest.  The Debtor still did not receive a
Qualified Bid by Dec. 31, 2018.

Nevertheless, the Debtor determined that it might be able to obtain
a Qualified Bid or other satisfactory offer from the interested
parties if it proceeded with the Auction as scheduled on Jan. 4,
2019.  It notified all potentially interested parties that had
submitted indications of interest that it would hold the Auction on
Jan. 4, 2019, and sell the assets to the highest bidder.

On Jan. 4, 2019, the Debtor held the Auction as scheduled.  All
parties who had submitted non-qualified bids were invited to
attend, however, only Night Flight Trust, the bidder that had
submitted a $400,000 non-qualifying bid, attended.

The Debtor's counsel announced that there were no Qualifying Bids
under the Bid Procedures and requested that any interested parties
present make a Qualifying Bid, or the Debtor would reserve the
right to withdraw its assets from auction.  Thereafter, Night
Flight Trust tendered a Qualifying Bid by increasing its bid amount
to $500,000 and tendering an additional amount to bring its Good
Faith Deposit up to 10% of its current bid.  

The Debtor, in consultation with WBI, accepted Night Flight Trust's
Qualifying Bid, and asked if any person present wished to overbid.
No person overbid.  Thereafter, the Debtor's counsel closed the
Auction, and the Debtor accepted Night Flight Trust's Qualifying
Bid as the highest and best offer available for the assets.  
Accordingly, the Debtor now asks the Court to approve the Sale of
the Purchased Assets to Night Flight Trust.

These are the material terms of the proposed Sale to the Purchaser
under the APA:

     (i) In consideration for the Purchased Assets, the Purchaser
will pay (i) a cash purchase price of $500,000, with specified
adjustments for Receivables, Prepayments, and Pro-rations and (ii)
the assumption by Purchaser of the Assumed Liabilities.
   
     (ii) The Debtor will receive the net Purchase Price into its
DIP account and use the proceeds to fund its chapter 11 case,
including paying the fees of the U.S. Trustee and the Debtor's
professionals, and hold the remaining funds until the Court
authorizes distribution under a plan or reorganization or a
structured dismissal of the chapter 11 case, depending on which is
in the best interest of the creditors.
     
     (iii) Purchased Assets: Substantially all assets of the
Debtor, free and clear of all Encumbrances

     (iv)  Effective as of the Closing Date, the Purchaser will
assume certain Liabilities of the Seller as set forth in Section
2.3 of the APA.

     (v) The Closing of the Sale will occur at 10:00 a.m. not later
than the Outside Date, or on such other date as may be agreed to by
the Parties hereto, currently scheduled for Jan. 31, 2019.

     (vi) Except as specifically set forth in the APA, the
Purchaser will accept the Purchased Assets at the Closing "as is,
where is," and "with all faults."

Pursuant to the APA, the Purchaser will designate certain contracts
of the Debtor, to be selected for assumption by the Debtor and
assignment and sale to the Purchaser as part of the Sale.  On
Dec.3, 2018, in accordance with the Bid Procedures Order, the
Debtor served all the Counterparties the Notice of Assignment,
Assumption, and Sale.  Thus, the Counterparties will have an
opportunity to object to such proposed assumption and/or cure
amounts as provided in the Bid Procedures Order, and they will know
the identity of the Successful Bidder because they will also be
served with the Motion.

The proposed Sale under the Bid Procedures is not an impermissible
sub rosa plan.

The Debtor asks a Sale Order approving and authorizing the Sale to
the highest and best bidder at the auction conducted in accordance
with its previously approved bid procedures to solicit an offer,
which was held on Jan. 4, 2019.  It asks entry of the Sale Order
authorizing and approving the Sale of the Purchased Assets, as
defined in the executed asset purchase agreement, to the Successful
Bidder free and clear of all liens, claims, encumbrances, or other
interests; approving the assumption, assignment and sale of the
Purchased Contracts; and approving the assumption, assignment and
sale of the Purchased Contracts.

To allow the immediate realization of value from the proposed Sale,
the Debtor respectfully asks that any orders on the Motion be
effective immediately, notwithstanding the 14-day stay imposed by
Bankruptcy Rules 6004(h) and 6006(d) because delay could
substantially impair its ability to maintain operations and sell
its assets as a going concern.

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

     http://bankrupt.com/misc/lying_Software_53_Sales.pdf

The Purchaser:

          NIGHT FLIGHT TRUST
          Attn: Mark Holt
          337 N. 2370 W.
          Salt Lake City, UT 84116
          Telephone: (801) 836-8687
          E-mail: mark@monumentair.com

                    About Flying Software Labs

Flying Software Labs, Inc., is a provider of software as a service
business solutions for the aviation industry.  Its wholly-owned
subsidiary MyFlightSolutions is an aviation technology company
based in Salt Lake City, Utah, that develops software applications
for the general aviation industry.  MyFlightSolutions --
http://myflightsolutions.com/-- offers aviation business software  
modules comprised of MyFlightFBO, MyFlightCharter, MyFlightMX Shop,
MyFlightTrain and MyFlightCoPilot.

Flying Software Labs sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-28848) on Nov. 27,
2018.  At the time of the filing, the Debtor disclosed $4.86
million in assets and $6.09 million in liabilities.  The case is
assigned to Judge Joel T. Marker.  Parsons Behle & Latimer is the
Debtor's legal counsel.


FRANK THEATRES: Hires Lowenstein Sandler as Counsel
---------------------------------------------------
The Frank Entertainment Group, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey to hire Lowenstein Sandler LLP as their legal counsel.

Lowenstein Sandler will provide these services:

(a) advise the Debtors regarding debt restructuring, bankruptcy and
asset disposition;

(b) take all necessary actions to protect and preserve the Debtors'
estates during the pendency of their Chapter 11 cases, including
the prosecution of actions on the Debtors' behalf, the defense of
actions commenced against the Debtors, negotiations concerning
litigation in which the Debtors are involved, and objecting to
claims filed against the estates;

(c) prepare documents necessary to administer the cases;  

(d) advise the Debtors regarding their rights and obligations under
the Bankruptcy Code;

(e) appear in court; and

(f) provide other legal services related to the cases.  

Lowenstein Sandler's current hourly rates are:

     Partners                                                  $600
- $1,350
     Senior Counsel and Counsel (generally seven or more
       years' experience)                                       
$470 - $790
     Associates (generally less than seven years' experience)   
$370 - $640
     Paralegals and Legal Assistants                            
$200 - $350

Kenneth Rosen, Esq., a partner at Lowenstein Sandler, assures the
Court that his firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Rosen disclosed that:

     -- Lowenstein Sandler has not agreed to any variations from,
or alternatives to, its standard or customary billing arrangements
for its employment with the Debtors;

     -- no Lowenstein Sandler professional included in the
engagement has varied his rate based on the geographic location of
the Debtors' cases;

     -- the billing rates and financial terms for Lowenstein
Sandler's pre-bankruptcy engagement were billed at the firm's 2018
rates, however, the annual rates have increased as of January 1;
and

     -- the Debtors have approved the budget and staffing plan for
the period of December 2018 to March
2019.

The firm can be reached through:

     Kenneth A. Rosen, Esq.
     Joseph J. DiPasquale, Esq.
     Eric S. Chafetz, Esq.
     Michael Papandrea, Esq.
     Lowenstein Sandler LLP
     One Lowenstein Drive
     Roseland, NJ 07068
     Tel: (973) 597-2500
     Fax: (973) 597-2400

                    About Frank Theatres

The Frank Entertainment Group, LLC -- http://www.franktheatres.com/
-- has owned, operated, developed, and managed over 150
entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, bowling centers, game
centers, and family entertainment centers.  The Debtors operate
pure play movie theaters, combination movie theater/family
entertainment complexes, and pure play family entertainment
complexes in six east coast states -- New Jersey (including
theaters located in Bayonne and Rio Grande), Florida, North
Carolina, South Carolina, Pennsylvania, and Virginia -- under the
brand names Frank Theatres, CineBowl & Grille, and Revolutions.
The Debtors employ approximately 694 people.  Frank Entertainment
Group, LLC, is the ultimate parent of all of the other Debtors,
including Frank Management, LLC, the main operating/management
company.  Frank Entertainment Group is headquartered in Jupiter,
Florida.

Frank Entertainment Group and 23 affiliates sought Chapter 11
protection on Dec. 19, 2018.  The lead case is In re Frank Theatres
Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808).

Frank Theatres Bayonne estimated assets of $10 million to $50
million and liabilities of the same range.

The Hon. Stacey L. Meisel is the case judge.

The Debtors tapped Lowenstein Sandler LLP as counsel; Moss Adams
LLP as financial advisor; Paragon Entertainment Holdings, LLC as
consultant; and Prime Clerk LLC as claims and noticing agent.


G HURTADO: March 5 Plan Confirmation Hearing
--------------------------------------------
The hearing to consider confirmation of G Hurtado Construction,
Inc.'s Chapter 11 Plan is set for March 5, 2019 at 2:00 PM.  Any
opposition to plan confirmation must be filed on or before February
19, 2019.  Replies to opposition to plan confirmation must be filed
on or before February 4, 2019.

A redlined version of the second amended Disclosure Statement is
available at https://tinyurl.com/ycdcrd3h from PacerMonitor.com at
no charge.

             About G Hurtado Construction

G Hurtado Construction, Inc., is a privately held building
contractor located in Riverside, California.  The Company posted
gross revenue of $4.74 million in 2017 and gross revenue of $2.87
million in 2016.

G Hurtado Construction filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-11045) on March 27, 2018.  In the petition signed
by Maria G. Hurtado, secretary/treasurer, the Debtor disclosed
$4.31 million in total assets and $720,403 on total liabilities.
Judge Catherine E. Bauer is the case judge.  Michael Jones, Esq.,
at M Jones and Associates, PC, serves as the Debtor's counsel.


GIGA WATT: Unsecured Creditors Seek Ch. 11 Trustee Appointment
--------------------------------------------------------------
The Unsecured Creditors Committee of Giga Watt Inc. asks the U.S.
Bankruptcy Court for the Eastern District of Washington to appoint
a Chapter 11 trustee for the Debtor.

The Committee believed that the circumstances of mismanagement of
the Debtor-in-Possession, which have lead to the Debtor's current
suspension of operations, provide more than adequate justification
for the appointment of a Chapter 11 Trustee.

According to the Committee, the Debtor still has not disclosed its
full financial health over the 60 days that the case has been in
Chapter 11; from the incomplete Statement of Financial Affairs
(SOFA), it is unclear what the Debtor-in Possession’s pre 2018
income was; it is unclear whether transfers were made to insiders
in the year before bankruptcy; and the Committee does know if any
material assets will be claimed to have gone missing. Further, the
Committee reported that no monthly operating report has ever been
filed, and the Debtor has substantially under-identified relevant
creditors and stakeholders in its schedules.

Therefore, the Committee request that the appointment of a Chapter
11 Trustee, whose credentials may be tailored by the UST to the
specific facts at hand, is the appropriate remedy to get the case
back on track, and restore creditor confidence in a transparent
reorganization process that maximizes value for all.

The Unsecured Creditors Committee is represented by:

     Benjamin Ellison, Esq.
     Daniel J. Bugbee, Esq.
     Dominique R. Scalia, Esq.
     DBS Law
     155 NE 100th St., Suite 205
     Seattle, WA 98125
     Tel.: (206) 489-3802
     Fax: (206) 973-8737

                About Giga Watt Inc.

Giga Watt Inc. is a cryptocurrency mining services provider based
in East Wenatchee, Washington.

Giga Watt Inc. filed for Chapter 11 protection (Bankr. E.D. Wash.
Case No. 18-03197) on Nov. 19, 2018. In the petition signed by
Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in
assets and $10 million to $50 million in liabilities. The case is
assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers,
led by shareholder Timothy R. Fischer, serves as counsel to the
Debtor.

The Office of the U.S. Trustee on Dec. 19 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case.  The committee members are: (1) Brett Woodward,
Inc.; and (2) Schmitt Electric, Inc.


GLENWOOD PROPERTY: Sets Sales Procedures for Brooklyn Property
--------------------------------------------------------------
Glenwood Property Management Corp. asks the U.S. Bankruptcy Court
for the Eastern District of New York to authorize the sales
procedures in connection with the sale of the real property located
at 1822 Glenwood Road, Brooklyn, New York at auction.

In January 2012, the Debtor purchased the Property, subject to the
mortgage.  On Jan. 4, 2019, the Debtor filed papers seeking to
retain Mannion Auctions as auctioneers.

The Debtor desires to receive the greatest value for the Property.
Accordingly, the Sale Procedures were developed consistent with the
Debtor's objective of promoting active bidding that will result in
the highest and best offer the marketplace can sustain for the
Property.  Moreover, the Sale Procedures reflect the Debtor’s
objective of conducting the Auction in a controlled, but fair and
open, fashion that promotes interest in the Property by
financially-capable, motivated bidders who are likely to close a
transaction, while simultaneously discouraging non-serious offers
and offers from persons the Debtor does not believe are
sufficiently capable or likely to actually consummate a
transaction.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: TBD

     b. Initial Bid:

     c. Deposit: $100,000

     d. Auction: The Auction will be held on March (TBD), 2019 at
(TBD) a.m. (ET) at the Property or the U.S. Bankruptcy Court,
Eastern District of N.Y., Conrad B. Duberstein U.S. Courthouse,
271-C Cadman Plaza East, Brooklyn, NY 11201-1800.  The Auction will
be conducted by Mannion Auctions, LLC.

     e. Bid Increments: Incremental bidding amounts will be in the
discretion of Mannion.

     f. Closing: The closing will take place at the offices of
Vogel Bach & Horn, LLP, with offices at 30 Broad Street, 14th
Floor, New York, NY 10004.

     g.  Pursuant to an order of the Bankruptcy Court, the
Successful Purchaser, and the Second Highest Bidder in the event of
a Successful Purchaser's Default, are solely responsible to pay
Mannion (A) 10% of any gross proceeds of sale up to $50,000; (B) 8%
of any gross proceeds of sale in excess of $50,000 but not more
than $75,000; (C) 6% of any gross proceeds of sale in excess of
$75,000 but not more than $100,000; (D) 4% of any gross proceeds of
sale in excess of $100,000 but not more than $150,000; and (E) 2%
of any gross proceeds of sale in excess of $150,000; and the
Buyer’s Premium.  The sum of the high bid at Auction and the
Buyers' Premium is the Purchase Price.

The Sale Procedures reflect the Debtor's objective of conducting
the Auction in a controlled, but fair and open, fashion that
promotes interest in the Property by financially-capable, motivated
bidders who are likely to close a transaction, while simultaneously
discouraging non-serious offers and offers from persons the Debtor
does not believe are sufficiently capable or likely to actually
consummate a transaction.  Accordingly, the Debtor asks the Court
to approve the relief sought.

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

    http://bankrupt.com/misc/Glenwood_Property_37_Sales.pdf

               About Glenwood Property Management

Glenwood Property Management Corp. is a fee simple owner of a real
property located at 1822 Glenwood Rd, Brooklyn, New York.  The
property is a one unit rental property valued by the company at
$1.4 million.

Glenwood Property Management sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42177) on April
19, 2018.  In the petition signed by Rose Solny, owner, the Debtor
disclosed $1.39 million in assets and $1.03 million in liabilities.
Judge Carla E. Craig oversees the case.  VOGEL BACH & HORN, LLP,
is the Debtor's counsel.



GLENWOOD PROPERTY: Taps Mannion Auctions LLC as Auctioneer
----------------------------------------------------------
Glenwood Property Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire an
auctioneer.

The Debtor proposes to employ Mannion Auctions LLC in connection
with the sale of its real property located at 1822 Glenwood Road,
Brooklyn, New York.  The firm will be compensated according to this
pay structure:

         (a) 10% of any gross proceeds of sale up to $50,000;
         (b) 8% of any gross proceeds of sale in excess of $50,000
but not more than $75,000;
         (c) 6% of any gross proceeds of sale in excess of $75,000
but not more than $100,000;
         (d) 4% of any gross proceeds of sale in excess of $100,000
but not more than $150,000; and
         (e) 2% of any gross proceeds of sale in excess of
$150,000.

The firm will also be reimbursed of its expenses from the gross
proceeds of the sale.

William Mannion, president of Mannion Auctions, attests that his
firm is a "disinterested person" within the meaning of section
101(14) of 11 U.S.C.

The firm can be reached at:

     William Mannion
     Mannion Auctions LLC
     305 Broadway, Suite 200
     New York, NY 10007
     Phone: 212-267-6698
     Fax: 212-608-2147

                 About Glenwood Property Management Corp.

Glenwood Property Management Corp. is a fee simple owner of a real
property located at 1822 Glenwood Rd, Brooklyn, New York.  The
property is a one unit rental property valued by the company at
$1.4 million.

Glenwood Property Management sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42177) on April
19, 2018.  In the petition signed by Rose Solny, owner, the Debtor
disclosed $1.39 million in assets and $1.03 million in
liabilities.

Judge Carla E. Craig presides over the case.  The Debtor tapped
Vogel Bach & Horn, LLP as its legal counsel.


GREAT SILK ROAD: CCG Seeks Stay Relief, Restrain Cash Collateral
----------------------------------------------------------------
Commercial Credit Group Inc. ("CCG") requests the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to (i) vacate the
automatic stay permitting CCG to exercise any and all of its rights
with respect to its Collateral, and (ii) restrain the cash
collateral or in the alternative grant CCG adequate protection and
replacement liens on the assets of Great Silk Road Trucking, Inc.

CCG asserts a secured claim in the amount of $1,758,115 plus
continuing late charges, interest, attorneys' fees and costs
pursuant to various certain Promissory Note, Security Agreement and
Amendments thereto.  Pursuant to the Loan Documents, the Debtor
granted to CCG a lien in various equipment, and a blanket security
interest in all accounts, accounts receivable, chattel paper,
contract rights, documents, equipment, fixtures, general
intangibles, goods, instruments, inventory, securities, deposit
accounts, investment property and all other property of whatever
nature and kind, wherever located, in which Debtor now or hereafter
has any right or interest and in any all attachments, (including
rental proceeds, insurance proceeds, accounts and chattel paper
arising out of or related to the sale, use, rental or other
disposition thereof.

CCG relates that on Nov. 20, 2018 the Court entered an Order
Granting the Debtor's Motion to Approve Interim Order Authorizing
Debtor to (I) Maintain its Prepetition Factoring Agreement in order
to Sell Accounts Post-Petition and to Incur Credit; (II) Granting
Advance Business Capital LLC Adequate Protection in the form of
First Priority Replacement Liens on Property of the Debtor's
Estate, (III) Modifying the Automatic Stay and (IV) Granting
Related Relief Nunc Pro Tunc.

However, the Debtor has failed to make adequate protection
payments, and has not entered into a stipulation providing CCG
adequate protection and replacement liens to CCG as well as payment
in full of its fully secured claim.

Therefore, CCG seeks affirmative relief granting it relief from the
automatic stay on the ground that, by admission of the Debtor,
there is little equity or no equity in the CCG Collateral and that
CCG is not receiving adequate protection therein. As of this Jan.
7, 2019, the Debtor has made no provision for CCG, a fully secured
creditor, to be paid in full pursuant to the terms of its claim.
Additionally, the Debtor continues to use cash collateral and by
virtue of unpaid taxes and interest accruing thereon, continuously
depreciating the value of the CCG Collateral in violation of the
security interest of CCG.

                About Great Silk Road Trucking

Great Silk Road Trucking Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-17662) on Nov. 17,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $1,000,001 to $10 million.  

The case has been assigned to Judge Jean K. Fitzsimon.  The Debtor
tapped Bielli & Klauder, LLC as its legal counsel.


H N HINCKLEY: Carroll Buying 2001 Great Dane Box Trailer for $6K
----------------------------------------------------------------
H N Hinckley & Sons, Inc. filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 2001 Great Dane Box Trailer to Greg Carroll for $6,000, cash.

A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m.  The
objection deadline is Feb. 6, 2018 at 4:30 p.m.

The sale will take place no later than 15 days after entry of an
order allowing the sale.  The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 2001 Trailer filed with the Court on
Jan. 14, 2019.  A Copy of the Motion to Approve 2001 Trailer Sale
is available upon request from the counsel for the Debtor.

The Trailer will be sold subject to all existing liens,
attachments, and encumbrances.  The Debtor does not believe the
Trailer is subject to any liens, attachments, or encumbrances.  To
the extent a lien is of record in favor of Martha's Vineyard
Savings Bank, the underlying obligation has been satisfied.  The
Proposed Buyer will be responsible for registration of the Truck
and for the payment of all registration fees and sales tax.  The
Proposed Buyer is required to pay the balance of the purchase
price, by certified check or cashier's check, at closing.  

Through the Notice, higher offers for the Property are solicited.
Any higher offer for the Property must be in the amount of at least
$6,300.  Higher offers must be on all the same terms and conditions
provided in the Motion to Approve 2001 Trailer Sale and the Notice,
other than purchase price.

If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.

The Purchaser:

          Greg Carroll
          475 Edgartown Road
          Vineyard Haven, MA

                      About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million.  The case is assigned to Judge Joan
N. Feeney.  The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.


H N HINCKLEY: Carroll's Buying 1998 Freightliner Tractor for $8K
----------------------------------------------------------------
H N Hinckley & Sons, Inc., filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 1998 Freightliner Tractor to Carroll's Martha's Vineyard Rapid
Transit, Inc. for $8,000, cash.

A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m.  The
objection deadline is Feb. 6, 2018 at 4:30 p.m.

The sale will take place no later than 15 days after entry of an
order allowing the sale.  The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 1998 Tractor filed with the Court on
Jan. 14, 2019.  A Copy of the Motion to Approve 1998 Tractor Sale
is available upon request from the counsel for the Debtor.

The Tractor will be sold subject to all existing liens,
attachments, and encumbrances.  The Debtor does not believe the
Tractor is subject to any liens, attachments, or encumbrances.  To
the extent a lien is of record in favor of Martha's Vineyard
Savings Bank, the underlying obligation has been satisfied.  The
Proposed Buyer will be responsible for registration of the Trailer
and for the payment of all registration fees and sales tax.  The
Proposed Buyer is required to pay the balance of the purchase
price, by certified check or cashier's check, at closing.  

Through the Notice, higher offers for the Property are solicited.
Any higher offer for the Property must be in the amount of at least
$8,400.  Higher offers must be on all the same terms and conditions
provided in the Motion to Approve 1998 Tractor Sale and the Notice,
other than purchase price.

If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.

The Purchaser:

          CARROLL'S MARTHA'S VINEYARD
          RAPID TRANSIT, INC.
          475 Edgartown Road
          Vineyard Haven, MA

                      About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million.  The case is assigned to Judge Joan
N. Feeney.  The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.


H N HINCKLEY: Manley Buying 1995 Chevy Kodiak Dump Truck for $3K
----------------------------------------------------------------
H N Hinckley & Sons, Inc., filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 1999 Ford Flat Bed Dump Truck to Robert Maseda for $1,200,
cash.

A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m.  The
objection deadline is Feb. 6, 2018 at 4:30 p.m.

The sale will take place no later than 15 days after entry of an
order allowing the sale.  The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 1999 Truck filed with the Court on
Jan. 14, 2019.  A Copy of the Motion to Approve 1999 Truck Sale is
available upon request from the counsel for the Debtor.

The Truck will be sold subject to all existing liens, attachments,
and encumbrances.  The Debtor does not believe the Truck is subject
to any liens, attachments, or encumbrances.  To the extent a lien
is of record in favor of Martha's Vineyard Savings Bank, the
underlying obligation has been satisfied.  The Proposed Buyer will
be responsible for registration of the Truck and for the payment of
all registration fees and sales tax.  The Proposed Buyer is
required to pay the balance of the purchase price, by certified
check or cashier's check, at closing.  

Through the Notice, higher offers for the Property are solicited.
Any higher offer for the Property must be in the amount of at least
$1,260.  Higher offers must be on all the same terms and conditions
provided in the Motion to Approve 1999 Truck Sale and the Notice,
other than purchase price.

If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.

The Purchaser:

          Robert Maseda
          2 Ashley Drive
          East Falmouth, MA

                      About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million.  The case is assigned to Judge Joan
N. Feeney.  The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.



H N HINCKLEY: Selling Utility Flat Bed Trailer for $12K
-------------------------------------------------------
H N Hinckley & Sons, Inc. filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 2012 Utility Flat Bed Trailer to Carroll's Martha's Vineyard
Rapid Transit, Inc. for $12,000, cash.

A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m.  The
objection deadline is Feb. 6, 2018.

The sale will take place no later than 15 days after entry of an
order allowing the sale.  The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 2012 Trailer filed with the Court on
Jan. 11, 2019.  A Copy of the Motion to Approve 2012 Trailer Sale
is available upon request from the counsel for the Debtor.

The Trailer will be sold subject to all existing liens,
attachments, and encumbrances.  The Debtor does not believe the
Trailer is subject to any liens, attachments, or encumbrances.  To
the extent a lien is of record in favor of Martha's Vineyard
Savings Bank, the underlying obligation has been satisfied.  The
Proposed Buyer will be responsible for registration of the Trailer
and for the payment of all registration fees and sales tax.  The
Proposed Buyer is required to pay the balance of the purchase
price, by certified check or cashier's check, at closing.  

Through the Notice, higher offers for the Property are hereby
solicited.  Any higher offer for the Property must be in the amount
of at least $12,600.  Higher offers must be on all the same terms
and conditions provided in the Motion to Approve 2012 Trailer Sale
and the Notice, other than purchase price.

If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.

The Purchaser:

          CARROLL'S MARTHA'S VINEYARD
          RAPID TRANSIT, INC.
          475 Edgartown Road
          Vineyard Haven, MA

                      About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million.  The case is assigned to Judge Joan
N. Feeney.  The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.


H N HINCKLEY: Snedecker Buying 1991 Chevy Truck for $7K
-------------------------------------------------------
H N Hinckley & Sons, Inc. filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 1991 Chevy Kodiak Boom Truck to Sky Snedecker for $7,000,
cash.

A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m.  The
objection deadline is Feb. 6, 2018 at 4:30 p.m.

The sale will take place no later than 15 days after entry of an
order allowing the sale.  The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 1991 Truck filed with the Court on
Jan. 14, 2019.  A Copy of the Motion to Approve 1998 Tractor Sale
is available upon request from the counsel for the Debtor.

The Truck will be sold subject to all existing liens, attachments,
and encumbrances.  The Debtor does not believe the Truck is subject
to any liens, attachments, or encumbrances.  To the extent a lien
is of record in favor of Martha's Vineyard Savings Bank, the
underlying obligation has been satisfied.  The Proposed Buyer will
be responsible for registration of the Truck and for the payment of
all registration fees and sales tax.  The Proposed Buyer is
required to pay the balance of the purchase price, by certified
check or cashier's check, at closing.  

Through the Notice, higher offers for the Property are solicited.
Any higher offer for the Property must be in the amount of at least
$7,350.  Higher offers must be on all the same terms and conditions
provided in the Motion to Approve 1991 Truck Sale and the Notice,
other than purchase price.

If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.

The Purchaser:

          Sky Snedecker
          459 Taunton Avenue
          Seekonk, MA

                      About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million.  The case is assigned to Judge Joan
N. Feeney.  The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.


HCA INC: Fitch Gives BB/RR4 Rating to Sr. Unsec. Notes
------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to HCA Inc.'s senior
unsecured note issuance. Fitch expects proceeds will be used to
fund general corporate purposes including acquisitions.

The ratings apply to approximately $33.3 billion of debt at Sept.
30, 2018. The Rating Outlook is Stable.

KEY RATING DRIVERS

Industry-Leading Financial Flexibility: HCA has for-profit hospital
industry-leading operating margins and generates consistent and
ample discretionary FCF (operating cash flows less dividends,
payments to minority interests and capex). Financial flexibility
has improved significantly in recent years as a result of organic
growth in the business and proactive management of the capital
structure.

Stable Leverage: Fitch forecasts HCA will produce cash flow from
operations of $5.7 billion in 2018 and will prioritize use of cash
for organic investment in the business, tuck-in M&A and payments to
shareholders, including a recently established common dividend that
consumed about $500 million of cash in 2018. At 3.8x as of Sept.
30, 2018, HCA's leverage is below the average of the group of
publicly traded hospital companies, and Fitch does not believe
there is a compelling financial incentive for the company to use
cash for debt reduction.

Secular Headwinds Buffet Operating Outlook: Measured by revenues,
HCA is the largest operator of for-profit acute care hospitals in
the country, with a broad geographic footprint and good depth of
care delivery assets in the company's markets. This favorable
operating profile makes HCA relatively resilient although not
immune to weak organic operating trends in the for-profit hospital
industry. HCA's top line growth has consistently outpaced most
industry peers, but secular trends, including a shift to lower-cost
care driven by health insurer scrutiny, increasing healthcare
consumerism, and growth in Medicare patient volumes outpacing
growth of patients with commercial health insurance, will be
headwinds to organic growth and profitability.

Increasing Focus on M&A: HCA has recently increased the pace of
acquisitions, which will help to bolster growth in the intermediate
term. Recent transactions have been tuck-in in nature, as HCA
follows a strategy of adding hospitals, mainly in existing markets.
The recent acquisition of Memorial Health System in Savannah, GA
and the definitive agreement to acquire Mission Health, in
Asheville, NC represent the first new hospital markets HCA is
entering in more than a decade, signalling openness to geographic
expansion when the right situations present themselves. Integration
of these newly acquired hospitals will be a headwind to
profitability and FCF generation due to associated capital project
commitments in the near term.

Regulatory Environment In-Flux: With the Democrats gaining a
majority in the House of Representatives in the November 2018
midterm election, repeal and replacement of the Affordable Care Act
(ACA) appears to be off the table for the time being. HCA's
management has stated that the company has benefited from the ACA
and that enrollees in the ACA health insurance marketplaces
comprised 2.6% of admissions in 2017 and 2.5% in Q1 2018, the
latest data points provided. Any changes to the ACA that result in
more uninsured or underinsured individuals will result in a weaker
payor mix for acute care hospitals, which would pressure margins
unless offset by cost-saving measures or higher reimbursement
through a rollback of the fees and payment cuts required by the
ACA.

ACA Insurance Expansion Undermined: The Trump administration has
made several changes that weaken the insurance expansion elements
of the ACA. These include removal of the individual mandate penalty
effective in 2019; an extended timeline for short-term, less
comprehensive health plans; increased state Medicaid waiver
flexibility; and cuts to ACA healthcare exchange open enrolment
advertising spending. Fitch expect these changes to lead to only
small increases in the number of uninsured and underinsured
individuals, which will not influence business profiles enough to
change any ratings in the for profit hospital industry.

Expect Continuity Under New CEO: HCA's current CEO, Milton Johnson,
stepped down at the end of 2018, and the prior COO, Sam Hazen,
assumed the role. Fitch does not anticipate any change in the
company's financial or operational strategy under the new
leadership regime. Mr. Hazen is a 35-year veteran of the company
and has held numerous roles with escalating levels of
responsibility over the years; Fitch sees him as a logical
successor for the CEO role. Mr. Johnson will remain chairman of the
board until the company's next shareholder meeting in April 2019.
Thomas Frist, III, the son of the founder, Thomas Frist, Jr., will
then succeed him in the role. Mr. Frist has been a board member
since 2006, and the founding Frist family remains the largest
holder of HCA's public equity.

DERIVATION SUMMARY

HCA's 'BB' IDR reflects the company's good financial flexibility
with moderate financial leverage relative to the four publicly
traded hospital company peers (Tenet Healthcare Corp., Community
Health Systems, Inc., Universal Health Services, Inc., and Quorum
Healthcare Corp.), industry leading profitability and FCF
generation. HCA's operating profile is the strongest in the
investor owned acute care hospital category, benefiting from good
geographic diversification and depth of operating assets within the
company's markets. The hospital industry is facing secular
headwinds to organic growth, but HCA's hospitals are primarily
located in urban or large suburban markets that have relatively
favorable prospects. The IDRs of HCA Healthcare Inc. and HCA Inc.
are the same due to strong legal and operational ties between the
entities. HCA Healthcare Inc.'s only asset is 100% ownership of HCA
Inc., which is the indirect owner of all the operating
subsidiaries. There are cross default provisions on the debt of the
two entities.

KEY ASSUMPTIONS

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

  - Organic revenue growth of 4%-5% from 2018-2021, driven equally
by pricing and volume.

  - Operating EBITDA margins for 2018 in-line with FY2017 at 19.5%.
Margins in 2019 are compressed by about 40bps versus 2018,
primarily the result of integrating lower margin hospitals, and
2020-2021 margins level off at around 19%.

  - Fitch forecasts 2018 EBITDA before associate and minority
dividends of $9.0 billion and 2018 FCF after associate and minority
distributions of $1.7 billion for HCA, with capital expenditures of
about $3.5 billion and dividends slightly under $500 million.
Higher capital spending versus historical levels is related to
growth projects that support the expectation of EBITDA growth
through the forecast period.

  - The $1.5 billion acquisition of Mission Health is assumed to
close in the beginning of 2019.

  - Debt due in 2019-2021 is assumed to be refinanced, and company
issues debt to fund share repurchases and M&A, resulting in gross
debt/EBITDA after associate and minority dividends maintained just
under 4.0x through the forecast period.

RATING SENSITIVITIES

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

  -- The 'BB' rating considers HCA operating with leverage (total
debt/EBITDA after associate and minority dividends) around 4.0x
with a FCF margin of 3%-4%.

  -- An upgrade to 'BB+' from 'BB' is possible if HCA maintains
leverage (total debt/EBITDA after associate and minority dividends)
at 3.5x or below.

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

A downgrade to 'BB-' could be caused by leverage sustained above
4.5x, but this is unlikely in the near term because these targets
afford HCA with significant financial flexibility to increase
acquisitions and organic capital investment, while still returning
a substantial amount of cash to shareholders.

LIQUIDITY

Good Financial Flexibility: HCA's liquidity profile is solid for
its 'BB' IDR. There are no significant debt maturities until 2020,
when $3.0 billion of HCA Inc. secured notes mature and the final
$1.1 billion on the term loan A comes due. In 2021, the $1 billion
unsecured, structurally subordinated HCA Holdings, Inc. notes will
mature. Fitch's forecast assumes that HCA will refinance this debt.
Cash on hand is typically $500-600 million. HCA does not have large
cash needs for working capital or exhibit much seasonality in cash
flow generation. The company has $5.75 billion in revolving credit
capacity and in recent periods has maintained at least $2.0B in
available capacity on these credit lines. HCA also has good
flexibility under the debt agreement covenants. The bank agreement
includes a financial maintenance covenant that limits consolidated
net leverage to 6.75x or below and an incurrence covenant for first
lien secured net leverage (includes debt under the bank facilities
and first lien secured notes) of 3.75x. At Sept. 30, 2018, Fitch
estimates the HCA has incremental secured first-lien debt capacity
of about $13.0 billion and a 46% EBITDA cushion under the 6.75x
consolidated leverage ratio test.

FULL LIST OF RATING ACTIONS

Fitch rates HCA as follows:

HCA, Inc.

  -- Long-Term IDR 'BB';

  -- Senior secured ABL facility 'BBB-'/'RR1';

  -- Senior secured cash flow revolver and term loans 'BB+'/'RR1';

  -- Senior secured first-lien notes 'BB+'/'RR1';

  -- Senior unsecured notes 'BB'/'RR4'.

HCA Healthcare, Inc.

  -- Long-Term IDR at 'BB';

  -- Senior unsecured notes 'B+'/'RR6'.

The notes outstanding at the HCA Healthcare Inc. (Hold Co) level
are structurally subordinate to the debt outstanding at HCA Inc.,
and are rated 'B+'/'RR6', two notches below the IDR, to reflect
this subordination.

The ABL facility has a first-lien interest in substantially all
eligible accounts receivable (A/R) of HCA, Inc. and the guarantors,
while the other bank debt and first-lien notes have a second-lien
interest in certain of the receivables; because of this priority
secured interest, the ABL is rated 'BBB-', two notches higher than
the IDR. The availability on the ABL facility is based on eligible
A/R as defined per the credit agreement.

The first lien obligations, including the cash flow revolver, term
loans and first lien secured notes, are rated 'BB+'/'RR1', one
notch above the IDR. These obligations are not notched up to
investment grade because of a large amount of non-guarantor value
in the capital structure (operating subsidiaries that are not
guarantors of the secured debt comprise about 40% of total assets),
and a relatively lenient secured debt incurrence covenant that
allows for net secured debt/EBITDA of up to 3.75x.


HEXION INC: S&P Lowers ICR to 'CCC' on Increased Liquidity Risk
---------------------------------------------------------------
S&P Global Ratings lowers issuer credit rating on Hexion Inc. to
'CCC' from 'CCC+.'

S&P said, "At the same time, we lowered our issue rating on the
company's senior debt to 'CCC' from 'CCC+'. The recovery rating
remains '3', indicating our expectation of meaningful (50%-70%;
rounded estimate 50%) recovery in the event of a default scenario.
We also lowered our issue ratings on the rest of the company's debt
to 'CCC-' from 'CCC'. The recovery rating remains '5', indicating
our expectation of modest (10%-30%; rounded estimate 20%) recovery
in a default scenario."

S&P said, "The lower ratings on Hexion reflect our belief that
liquidity risks have increased for the company now that we believe
its asset-based lending (ABL) has become current (due within one
year). Hexion has approximately $1.9 billion of first-priority
senior secured notes maturing in April 2020 and $600 million of
second-priority notes maturing in November 2020. Moreover, if more
than $50 million in aggregate principal of the maturing notes is
outstanding 91 days prior to scheduled maturity, the ABL facility,
maturing December 2021, will accelerate and become due in January
2020. As of Sept. 30, 2018, the company had approximately $150
million outstanding under its $350 million ABL. We believe credit
risks associated with the large 2020 debt maturities increase in
the absence of successful steps to raise resources to fund the
maturities. Contributing to the increase in risk is our belief that
there is a high likelihood that the ABL payment could accelerate to
January 2020, making it potentially due within one year. The lower
rating reflects these liquidity concerns and our view of heightened
refinancing risks. We believe that the company's operating
performance has improved modestly in 2018, which only partly
mitigates these risks.

"The negative outlook reflects our belief that there is continued
and increased risk associated with the company's liquidity position
and upcoming refinancing of approximately $2.5 billion of debt
maturing in 2020.

"We believe that some improvement in the company's global forest
products resins and base epoxy businesses could lead to modest
improvement in the company's leverage metrics. On a
weighted-average of projected and historical numbers, we expect the
company's FFO to debt to be in the low-single-digit percent area,
and that its debt to EBITDA over the next 12 months will be over
10x and remain unsustainable. The lower rating reflects our belief
that the company's liquidity position has deteriorated from
previous levels now that we view the ABL as current (potentially
due within one year). We now believe there to be a material
liquidity deficit over the next 12 months, after excluding the ABL
from our calculations.

"We could lower the ratings by one or more notches in the next few
months if the company is unable to finalize a definitive plan to
raise adequate resources to meet its 2020 obligations, or if
liquidity weakens from current levels, increasing the likelihood
that Hexion might not meet its payment obligations. We will monitor
the company's progress on its plan to divest assets to help offset
its 2020 maturities and any effort at refinancing a significant
share of its debt. We could also lower the ratings if macroeconomic
or industry conditions deteriorate, raw material costs spike and
Hexion is unable to pass the costs on to its customers, capital
spending exceeds our expectations, or Hexion makes a sizable
acquisition.

"Given the company's years of negative free cash flow, we believe
that credit quality risks could increase, resulting in a downgrade
if management takes credit-impairing steps such as debt
restructuring, distressed exchanges, or, if, the company skips or
delays making any upcoming interest payments. Given the company's
negative free cash flow, we could also lower ratings should
quarterly earnings weaken from our expectations.

"We could raise ratings over the next 12 months if Hexion
successfully addresses its upcoming 2020 debt maturities. For this
to happen, we would expect that the company divests enough assets
to repay a large portion of the outstanding debt, and successfully
refinances the rest in a timely manner. We would also have to see
consistently positive operating cash flow, liquidity levels that do
not pose a credit risk and no further deterioration in leverage.
For an upgrade, we would have to believe  that the financial
sponsor would not re-leverage the company."



HILL ENTERPRISES: Seeks to Hire Charles M. Wynn as Legal Counsel
----------------------------------------------------------------
Hill Enterprises of NW FL, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire
Charles M. Wynn Law Offices, P.A., as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; conduct examinations incidental to the
administration of its bankruptcy estate; and provide other legal
services related to its Chapter 11 case.

The firm will charge these hourly fees:

     Charles Wynn, Esq.     $350
     Michael Wynn, Esq.     $275
     Associate Attorney     $200
     Legal Assistant        $100

The Debtor paid the firm a non-refundable retainer of $3,333.33

Charles Wynn, Esq., president of Wynn Law Offices, disclosed in a
court filing that he and other attorneys of the firm neither hold
nor represent any interest adverse to the Debtor's bankruptcy
estate.

The firm can be reached through:

     Charles M. Wynn, Esq.
     Charles M. Wynn Law Offices, P.A.
     P.O. Box 146
     Marianna, FL 32447
     Tel: 850-526-3520
     Fax: 850-526-5210
     Email: candy@wynnlaw-fl.com

                  About Hill Enterprises of NW FL

Hill Enterprises of NW FL, Inc., which conducts business under the
name Fishale Tap House and Grill, operates a seafood restaurant in
Panama Beach, Florida.

Hill Enterprises of NW FL sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-50325) on Dec. 4,
2018.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
The case is assigned to Judge Karen K. Specie.


HOOVER GROUP: S&P Alters Outlook to Negative & Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Hoover Group Inc. to
negative from stable and affirmed all of S&P's ratings on the
company, including the 'B-' issuer credit rating.

S&P said, "In our view, Hoover could face constrained liquidity
over the next 12 months because its $30 million revolving credit
facility, which is currently about $20 million drawn, becomes
current this month. The company keeps a fairly low cash balance,
much of which is spread across more than 25 countries and may not
be easily accessible. We thus view the company's revolving credit
facility as a key source of liquidity. We do not believe the
company will complete a refinancing of its entire capital structure
over the next six to 12 months. Instead, we expect the company
could pursue an extension of the revolver maturity, or a repayment
of this facility, using an equity infusion from its financial
sponsor or another party or debt financing."

The negative outlook reflects the risk that the company could face
a liquidity shortfall if it does not extend the maturity of its
revolving credit facility before January 2020.

S&P said, "We could lower our rating on Hoover over the next 12
months if we believe the company will not be able to extend its
revolver maturity. We could also lower the rating if we become less
certain in Hoover's ability to refinance its first-lien debt. This
could occur, for instance, if energy end markets deteriorate and
the company cannot generate positive free cash flow.

"We could revise the outlook to stable or raise the rating if
Hoover successfully refinances its capital structure and continues
to demonstrate strong operating performance, even in an unfavorable
macroeconomic environment."



HUFFERMEN INC: Authorized to Use Cash Collateral Until July 1
-------------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona has inked her approval to a Stipulated Third
Interim Order authorizing Huffermen, Inc.'s limited use of cash
collateral as consented to by JPMorgan Chase Bank, N.A. ("Chase").

The Debtor's use of Cash Collateral is limited to payment of the
ordinary and necessary postpetition expenses that are actually
incurred, billed to the Debtor, and in the Budget.  The Debtor may
not use any Cash Collateral that would cause total payments to
exceed any line-item stated in the Budget (with a 10% line-item
variance during the interim period covered by the Third Interim
Cash Collateral Order).

The Debtor acknowledges and confirms that as of the Petition Date,
it was obligated to Chase: (a) under the Term Loan in the principal
amount of $224,625; and (b) under the Line of Credit Loan in the
principal amount $193,121 for the total principal amount due of
$417,746. Pursuant to the Loan Documents, Chase holds a valid,
perfected, and enforceable first-priority and second-priority
security interest and lien in and upon the Chase Collateral.

The Debtor acknowledges and agrees that, as of the Petition Date,
it held approximately $76,000 in cash and $178,000 in accounts
receivable which were subject to Chase's valid, perfected and
first-priority and second-priority liens.

The Debtor agrees that the Budget will, and does, contain a line
item to remit adequate protection payments to Chase on a monthly
basis in the aggregate amount of $1,861. The Debtor agrees that on
the 15th calendar day of each month, such adequate protection
payments will be paid to counsel for Chase until such time as a
Chapter 11 plan of reorganization is confirmed or this case is
converted to Chapter 7 or dismissed.

Chase is granted (effective and continuing without the necessity of
the execution, filing and/or recordation of mortgages, deeds of
trust, security agreements, control agreements, pledge agreements,
financing statements or otherwise), valid and perfected security
interests and liens in all of the Debtor's now owned or after
acquired personal property of any kind, including, but not limited
to, the types described in the Loan Documents.

To the extent the Lender Replacement Liens granted to Chase in the
Third Interim Cash Collateral Order do not provide Chase with
adequate protection of its interest in the Cash Collateral, Chase
will have a super-priority administrative expense claim under
Bankruptcy Code Section 507(b) as necessary to compensate Chase
fully for the use of its Cash Collateral by the Debtor.

Commencing on Jan. 15, 2019, and on the fifteenth day of each month
thereafter, the Debtor will submit monthly reports to Lender that
follow the format requested by the U.S. Trustee's Office which will
reflect specifically: (i) all revenues and other Cash Collateral
collected during the previous month; (ii) all disbursements made by
the Debtor for the previous month; (iii) the balance of the Cash
Collateral Bank Account and reconciliation with the balance from
the previous month; (iv) an accounts payable aging; and (v) a
comparison of the actual amounts collected and paid during the
previous month, with the budgeted collections and expenses.

The authorization granted to the Debtor to use Cash Collateral
under the Third Interim Order will terminate upon the earliest of:

      (a) July 1, 2019 at 5:00 p.m.

      (b) the date upon which the Debtor no longer is
debtor-in-possession in the Bankruptcy Case or is otherwise limited
or excluded from the management and operation of its business
(through the appointment of a trustee or an examiner under the
Bankruptcy Code, or through the appointment of some other type of
fiduciary or custodian under federal or state law);

      (c) immediately after Chase serves upon the Debtor a Notice
of Termination, unless otherwise ordered following a hearing after
notice to Chase;

      (d) the granting of stay relief to any party that claims an
interest in Chase Collateral or in Chase Replacement Collateral;

      (e) the filing by the Debtor or any other party in interest
of any motion which seeks to grant to a party other than Chase a
lien or security interest equal or senior to the liens and security
interests held by Chase in the Chase Collateral and the Chase
Replacement Collateral;

      (f) the Debtor ceasing to operate its business (without the
prior written consent of Chase); or

      (g) the Debtor fails to comply with any of the terms of the
Third Interim Cash Collateral Order.

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

             http://bankrupt.com/misc/azb18-14369-71.pdf

                       About Huffermen Inc.

Huffermen, Inc., is in the business of plastic bottle manufacturing
and advertising specialties printing and has been in operation
since 2000.  Huffermen is owned and operated by Ross Dodson and
Eric Miller.  Mr. Dodson owns 75% of the outstanding shares in
Huffermen and Mr. Miller owns the remaining shares.

Huffermen, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-14369) on Nov. 26,
2018.  In the petition signed by Ross Dodson, president, the Debtor
estimated assets and liabilities of $500,000 to $1 million.  Keery
McCue, PLLC, is the Debtor's counsel.  No official committee of
unsecured creditors has been appointed in the Chapter 11 case.


IBEX LLC: Wants to Continue Using Cash Collateral Through Feb. 28
-----------------------------------------------------------------
Ibex, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Colorado of a stipulated order authorizing Debtor's
continued use of cash collateral through Feb. 28, 2019 or dismissal
or conversion of the instant bankruptcy case.

First National Bank of Pennsylvania asserts a claim in the
approximate amount of $2,357,569.38 (as of the Petition Date)
against the Debtor. First National Bank asserts that it has a
valid, perfected prepetition lien and security interest in all of
Debtor's equipment and machinery.  First National Bank also asserts
that it has a valid, perfected prepetition lien and security
interest in all accounts receivable and inventory of the Debtor.
No other creditor has a secured interest in the Cash Collateral.

Under the proposed stipulated order (the "Cash Collateral
Stipulation"):

      (a) The Debtor will be authorized to use Cash Collateral
pursuant to the Budget in for the period from Feb. 1 through Feb.
28, 2019 or earlier dismissal or conversion of this bankruptcy
case;

      (b) The Bank will be granted a replacement lien and security
interest upon the Debtor’s post-petition assets with the same
priority and validity as Lender's prepetition liens to the extent
of the Debtor's post-petition use of the proceeds of Lender's
prepetition collateral;

      (c) To the extent the Adequate Protection Liens prove to be
insufficient, Lender will be granted superpriority administrative
expense claims under Section 507(b) of the Bankruptcy Code.

      (d) The Debtor will transmit monthly payments as follows:
$16,000 on Feb. 7, 2019.

      (e) The Debtor will provide Lender by the 20th of each month:
(i) a report disclosing the payments made to third parties by
Debtor and/or on behalf of Debtor for the previous month; (ii) a
budget variance report, reporting actual expenditures and
identifying any variances from the Budget for the previous month;
(iii) balance sheet; (iv) profit and loss statement; and (v) an
accounts receivable aging report.

      (f) The Debtor is authorized to use Cash Collateral to pay
any professional fees on an interim basis as approved by the Court
and in accordance with the Budget.

A full-text copy of the Cash Collateral Motion is available at

          http://bankrupt.com/misc/cob17-16031-352.pdf

                       About Ibex, LLC

Ibex, LLC -- http://www.rightathome.net/colorado-springs-- is a
locally owned and operated franchise office of Right at Home Inc.,
a senior home care and staffing company providing care since 1995.
The Company's mission is to improve the quality of life for those
it serves by providing high quality in-home caregivers.  The
Company provides Alzheimer's care, companionship, physical
assistance and respite care services.

Ibex, LLC, based in Colorado Springs, CO, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 17-16031) on June 29, 2017.  In
the petition signed by Peter Vanderbrouk, managing member, the
Debtor disclosed $111,012 in assets and $3.44 million in
liabilities.

The Hon. Elizabeth E. Brown oversees the case.

David J. Warner, Esq., at Wadsworth Warner Conrardy, P.C., serves
as bankruptcy counsel to the Debtor.  Jensen Dulaney LLC is the
Debtor's special counsel.


IDL DEVELOPMENT: Seeks to Hire Murphy & King as Legal Counsel
-------------------------------------------------------------
IDL Development, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Murphy & King,
Professional Corp. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; participate in the negotiation of financing
agreements; assist the Debtor in any potential sale of its assets;
review claims of creditors; and provide other legal services
related to its Chapter 11 case.

Murphy & King received a retainer of $70,148.50, of which $1,717
was used to pay the filing fee.  

Christopher Condon, Esq., at Murphy & King, disclosed in a court
filing that he and other attorneys of the firm are "disinterested"
as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Christopher M. Condon, Esq.
     Murphy & King, Professional Corp.
     One Beacon Street
     Boston, MA 02108
     Tel: (617) 423-0400 (ext. 441)
     Fax: (617) 423-0498
     Email: ccondon@murphyking.com

                    About IDL Development Inc.

IDL Development, Inc., is engaged in research in the field of
"electromagnetic chemistry," the use of electromagnetic fields to
manipulate, generate and change the properties of matter.
Organized in 2014, IDL Development conducts research activities
from a leased facility in Taunton, Massachusetts, and is funded
through private equity investment.    

IDL Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29,
2018.  At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $10 million to $50
million.  The case is assigned to Judge Joan N. Feeney.  Murphy &
King, Professional Corp. is the Debtor's counsel.


INDUSTRIAL LAB: Seeks Authority to Use WesBanco Cash Collateral
---------------------------------------------------------------
Industrial Lab Analysis, Inc., requests the U.S. Bankruptcy Court
for the Northern District of West Virginia to authorize the
emergency and permanent use of cash collateral.

WesBanco Bank, Inc., appears to be a secured creditor based on a
filed Uniform Commercial Code Statement.  Wesbanco claims a
security interest in cash, Debtor's deposit account in WesBanco,
and accounts receivable.

In order to continue operating the business, the Debtor needs
access to use these accounts to meet its payroll, pay utilities,
operate delivery vehicles, and other routine day to day expenses.
Accordingly, the Debtor seeks authority to use cash collateral.

A copy of the Debtor's Motion is available at

            http://bankrupt.com/misc/wvnb18-01161-10.pdf

                  About Industrial Lab Analysis

Industrial Lab Analysis, Inc., was incorporated in 1982.  The
incorporation was of an existing business which had been operating
for many years.  Its primary business is and has been the testing
of water samples primarily for coal mines but also for other
entities to assist in assuring compliance with environmental laws.

Industrial Lab Analysis sought Chapter 11 protection (Bankr. N.D.
W.Va. Case No. 18-01161) on Dec. 26, 2018.  In the petition signed
by its officer, Bharat Maniar, the Debtor estimated assets of less
than $100,000 and liabilities of less than $500,000.  The Debtor
tapped Thomas McK. Hazlett, Esq., at Hanlon, Estadt, McCormick &
Schramm, as counsel.


INLAND FAMILY: Seeks to Hire Sheehan Law Firm as Legal Counsel
--------------------------------------------------------------
Inland Family Practice Center, LLC, seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Sheehan Law Firm, PLLC, as its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan; investigate its financial condition and operation; and
provide other legal services related to its Chapter 11 case.

Sheehan will charge these hourly fees:

     Patrick Sheehan, Esq.     $300
     Associates                $250
     Paralegals                $125

The firm has no connection of any kind or nature with the Debtor,
creditors or any other "party in interest," according to court
filings.

Sheehan can be reached through:

     Patrick A. Sheehan, Esq.
     Sheehan Law Firm, PLLC
     429 Porter Avenue
     Ocean Springs, MS 39564-3715
     Tel: 228-875-0572
     Fax: 228-875-0895
     Email: pat@sheehanlawfirm.com
     Email: Mike@sheehanlawfirm.com

              About Inland Family Practice Center

Inland Family Practice Center, LLC --
http://www.inlandfamilypractice.com/-- is a privately-owned family
practice clinic serving Hattiesburg and South Eastern Mississippi.
Established in 2008, the Company has a state of the art facility in
Hattiesburg.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
19-50020) on Jan. 3, 2019, and is represented by Patrick A.
Sheehan, Esq., in Ocean Springs, Mississippi.  Ikechukwu Okorie,
sole member, signed the petition.  At the time of filing, the
Debtor estimated up to $50,000 in assets and $1 million to $10
million in liabilities.


IRIDIUM COMMUNICATIONS: S&P Alters Ratings Outlook to Stable
------------------------------------------------------------
S&P Global Ratings noted that on Jan. 11, 2019, Iridium
Communications Inc. successfully completed the last of eight
satellite launches for its next generation low earth orbit (LEO)
satellite constellation, Iridium NEXT, which has removed a
significant amount of risk from the company's deleveraging plans.

S&P is thus revising its outlook on Iridium to stable from negative
and affirms all of its ratings on the company, including the 'B-'
issuer credit rating.

The outlook revision reflects the mitigation of Iridium's event
risk following the successful completion of its NEXT satellite
launches. While the renewal of its contract with the U.S.
Department of Defense (DoD) remains an outstanding credit risk, and
an impediment to any further ratings upside at this time, S&P
believes it is likely that the DoD will resign with Iridium in
April of this year at similar or better terms for the company.

S&P said, "The stable outlook on Iridium reflects our expectation
that the company's strong revenue and EBITDA growth will continue
in 2019 such that its leverage declines to around 6.5x-7.0x. We
also anticipate that the company will renew its contract with the
DoD at least in line with current service rates.

"We could raise our rating on Iridium if it reduces its leverage
below 6.5x, which we believe is unlikely to occur until mid-2020.
The company would likely decrease its leverage by using its free
operating cash flow (FOCF) for debt reduction, successfully
renewing its long-term DoD contract, and growing its EBITDA on
future incremental service revenue from product sales.

"Although unlikely over the next 12 months, we could lower our
rating on Iridium if the company experiences significant revenue
compression such that the sustainability of its capital structure
becomes uncertain due to ongoing elevated leverage. This would
likely occur if the company is unable to renew the DoD contract (or
had to make large pricing concessions in order to resign it), if
elevated competition leads to customer losses, or if it raises
additional debt."



IRON MOUNTAIN: Moody's Affirms Ba3 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has affirmed Iron Mountain's Ba3
Corporate Family Rating. Moody's also affirmed the Ba3 and B2
ratings for Iron Mountain's existing senior and subordinate debt,
respectively. The rating outlook remains negative.

The following ratings were affirmed:

Issuer: Iron Mountain Incorporated

LT Corporate Family Rating, Affirmed Ba3

Speculative Grade Liquidity Rating, Affirmed SGL-3

Senior Subordinated Regular Bond/Debenture (Domestic), Affirmed B2

Senior Unsecured Regular Bond/Debentures (Domestic and Foreign),
Affirmed Ba3

Issuer: Iron Mountain Information Management, LLC

Senior Secured Bank Credit Facility, Affirmed Ba3

Issuer: Iron Mountain US Holdings, Inc.

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Iron Mountain (UK) PLC

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Iron Mountain Australia Group PTY. LTD.

Senior Secured Bank Credit Facility, Affirmed Ba3

Issuer: Iron Mountain Canada Operations ULC

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

The outlook remains negative for all issuers.

The following ratings were withdrawn:

Issuer: Iron Mountain Incorporated

Probability of Default Rating, Ba3-PD

RATINGS RATIONALE

Iron Mountain's (IRM) Ba3 Corporate Family Rating (CFR) reflects
the REIT's leading market position in the North America storage and
information management market, a large base of recurring storage
rental revenues and a geographically diversified footprint and
large scale. The REIT's credit profile also benefits from its solid
leverage and coverage metrics relative to similarly rated
companies, in particular net debt to recurring EBITDA (5.8x at YTD
3Q18), secured debt (18% at YTD 3Q18), and fixed charge coverage
(3.4x at YTD 3Q18). Alternatively, effective leverage (debt plus
preferred over gross assets) is high at approximately 61% at YTD
3Q18. Moody's will monitor IRM's use of book leverage going forward
as the company continues its long-term growth initiatives. At the
same time, it faces long-term risks from mature demand for its
storage and data management services in developed markets in North
America and Western Europe. Recent investments in its global data
center platform, a sector with favorable demand trends, mitigate
the long-term growth risks in its core business to some degree.

Moody's notes that the company has historically relied on debt to
fund its sizeable capital requirements. The rating incorporates
Moody's expectation that management will finance future growth
initiatives through a combination of incremental revolver
borrowings and equity issuances, consistent with its commitment to
reduce the net total lease adjusted leverage ratio to approximately
5x by the end of 2020.

The negative outlook reflects concern that Iron Mountain's
effective leverage may remain elevated for an extended period given
the company's historical reliance on debt to fund capital
requirements and acquisitions.

Iron Mountain's SGL-3 liquidity rating reflects its adequate
liquidity supported by the availability of approximately $943
million under its secured revolving credit facility, approximately
$200 million of cash as of September 30, 2018, a manageable debt
maturity profile, with no meaningful maturities until 2023, and a
solid unencumbered asset pool, totaling 70% of gross assets, after
adjusting for goodwill and other intangibles.

Positive ratings movement would be predicated on the leverage
neutral funding of new acquisitions, establishing a track record of
deleveraging, such that net debt to recurring EBITDA improves below
current levels, and effective leverage (debt plus preferred as a
percentage of gross assets) closer to 50%, all on a sustained
basis.

Downward ratings pressure would be predicated upon any material
deterioration in Iron Mountain's profitability or liquidity and
should its credit metrics not improve as projected, such that net
debt to recurring EBITDA remains at or above its current level of
5.8x over the next 12-24 month period.

Moody's notes that given Iron Mountain's current and likely future
trends in its portfolio mix, the REIT will now be analyzed under
the REITs and Other Commercial Real Estate Firms methodology
(Business and Consumer Service Industry Methodology had been used
previously).

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

Iron Mountain (NYSE: IRM) is a global provider of information
storage and related services, organized and operating as a real
estate investment trust (REIT) effective January 1, 2014. Iron
Mountain is primarily engaged in the ownership, management,
development, and acquisition of secure storage and data center real
estate, consisting of more than 85 million square feet across more
than 1,400 facilities in over 50 countries. Iron Mountain reported
gross assets of approximately $14.9 billion as of September 30,
2018.


JAMES GARRISON: Holsonbacks Buying Boaz Property for $179K
----------------------------------------------------------
James Michael Garrison asks the U.S. Bankruptcy Court for the
Northern District of Alabama to authorize the sale his marital home
located at 447 Copeland Drive, Boaz, Alabama to Jacob Dewayne
Holsonback and April Ann Holsonbackfor $179,000.

The Debtor and his estranged spouse had entered into an agreement
with Charles Douglas and Brenda Douglas for the purchase of the
Property for $179,000.  The Court entered an order approving the
sale on Dec. 18, 2018.  However, due to numerous unreasonable and
unnecessary delays occasioned by the Debtor's estranged wife who is
in possession of the real property by virtue of an order entered in
a pending domestic relations case, those purchasers are no longer
willing to purchase the property.  

A subsequent Purchase Agreement has been entered into between the
Debtor and the Buyers for the purchase of the marital home for
$179,000, the same price Mr. and Mrs. Douglas agreed to pay.  The
parties have entered into their Purchase Agreement and Addendum.

The property is subject to a mortgage in favor of Alabama Power
Credit Union, with a scheduled debt of $132,355.  No claim has been
filed. The property is also subject to a one-half ownership
interest of the Debtor' estranged spouse.  

All liens, mortgages, or other interests will attach to the
proceeds of the sale.  The sale is not in the ordinary course of
the Debtor' business.  The net proceeds to the Debtor will be
deposited into his plan account.

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

        http://bankrupt.com/misc/James_Garrison_96_Sales.pdf

James Michael Garrison sought Chapter 11 protection (Bankr. N.D.
Ala. Case No. 18-41820) on Oct. 26, 2018.  The Debtor tapped
Tameria S. Driskill, Esq., as counsel.


JOHN BABIN: Trustee Selling Baton Rogue Property for $450K
----------------------------------------------------------
Samera L. Abide, the Chapter 11 Trustee of John Barry Babin, Sr.
and Rita Vionie Knight Babin, asks the U.S. Bankruptcy Court for
the Middle District of Louisiana to authorize the sale of the real
property located at 717 Camelia Avenue, Baton Rouge, Louisiana to
James Cahill Shannon and Jill L. Kraft for $450,000.

The Trustee proposes and desires to sell to Purchasers all of the
estate's right, title and interest in the Property.  The purchase
will be without any warranty or recourse whatsoever, express or
implied, and without any representations of warranty, express or
implied, whatsoever of any kind.  The Purchasers will buy the
Property "as is, where is" with ad valorum taxes prorated but free
and clear of any and all liens, encumbrances, claims and interests
affecting the Property. The purchase price for the Property to be
sold is $450,000 cash to be paid at closing.  

The Trustee also asks authority to pay the secured debts due to
Capital One, (present holder of the first mortgage) which was
$302,309 (as of the date of filing the proof of claim, i.e. Jan.
17, 2018).  Thus, the Trustee expects this figure to rise given
that there have been no payments made.

In addition, there appear other encumbrances and liens on the
Mortgage Certificate dated Dec. 11, 2018 that may need addressing.
The Trustee asks authority to pay those costs of sale attributable
to the Seller, including but not necessarily limited to 4% real
estate fees in the amount of $18,000 and property taxes, etc. per
the purchase agreement.  It appears from a proof of claim filed by
the Sheriff of East Baton Rouge Parish that there are outstanding
property taxes unless these taxes have been paid by the mortgage
holder.

The Trustee asks authority to approve the payment of the $35,0000
homestead to the Debtors as the Property was the residence of the
Debtors at the time of filing of their bankruptcy petition and the
claimed their homestead exemption on Schedule C.  

It should be noted that the trustee believes there is only one
mortgage secured by the Property which the trustee intends to pay
at closing.  However, the trustee obtained a mortgage certificate
on Dec. 11. 2018, which shows the following encumbrances against
the property, more specifically, those mortgages, liens,
encumbrances and judgments affecting the Debtors' interest in the
Property appear to be recorded in the Mortgage Records of the
Parish of East Baton Rouge, State of Louisiana, in the following
order:  

     1. 1st Judgment of Protective Order in Docket Number 112,924,
the Family Court, Parish of East Baton Rouge, State of Louisiana:
Terri L. Babin versus John F. Babin, Sr.; The Defendant is ordered
to pay all court costs, total $250.  Judgment signed Oct. 5, 1994,
and recorded Jan. 31, 1995, as Original 846, Bundle 10570, of the
Mortgage Records of the Parish.

     2. 2nd Multiple Indebtedness Mortgage of date May 7, 2001,
executed by the Debtors in favor of Hibernia National Bank and any
future holder(s), in the principal amount of $340,000.  The maximum
amount of indebtedness will be limited to $50 million.   Said
Mortgage covers Lots 1, 2, 3, Square 9, Roseland Terrace.  Recorded
May 8, 2001, as Original 375, Bundle 11224, and reinscribed on Nov.
23, 2010, as Original 685, Bundle 12285, of the Mortgage Records of
the Parish.

     3. 3rd Tax Assessment and Lien of date July 16, 2010,
Louisiana Workforce Commission, Office of Unemployment Insurance,
State of Louisiana, against J. Barry Babin DDS, a Professional
Dental Corp. in the amount of $103.  Recorded July 27, 2010, as
Original 46, Bundle 12257, of the Mortgage Records of the Parish.

     4. 4th Notice of Federal Tax Lien in the amount of $14,369, in
the name of J. Barry Babin DDS, a Professional Dental Corp.
Recorded Aug. 6, 2015, as original 247, Bundle 12672, in the
Mortgage Records of the Parish.

     5. 5th Tax Assessment and Lien of date April 9, 2018,
Louisiana Workforce Commission, Office of Unemployment Insurance,
State of Louisiana, against J. Barry Babin DDS, a Professional
Dental Corp., in the amount of $6,923.

     6. 6th Assignment dated May 17, 2018, of the Mortgage Note
described in Original 375, Bundle 11244, above, wherein Capital
One, National Association.  Recorded July 9, 2018, as Original 560,
Bundle 12899, of the Mortgage Records of the Parish.  

The Trustee does not believe that the person named in Item #1 is
the Debtor, John Barry Babin, Sr., and therefore, that encumbrance
can be distinguished and will not be paid at closing.  In addition,
should it prove to be the same person, there was no timely
reinscription and the claim appears to be prescribed.  The issue of
prescription will be brought before the Court, if and only if,
there is a proof of claim filed by the judgment holder.  

The Trustee believes that Item #2 and Item #6 refer to the same
mortgage which she intends to pay at closing.  

The Trustee believes that Items #3, #4 and #5 are not debts of the
Debtors but rather of Dr. Babin's professional corporation.
Therefore, unless demonstrated otherwise, the trustee does not ask
to pay these debts or cancel the associated liens and/or if
cancellation is necessary, then said tax lines will only be
cancelled with respect to the Property.

It is alleged that all liens, encumbrances, claims and/or interests
that exist as to the Property should be cancelled with respect to
the Property and attach to the net sales proceeds to the extent
that any such liens, encumbrances, claims and/or interest exist.
These would then be disposed of at a later date through court order
or judgment, including but not necessarily limited to the
disbursement order emanating from the Trustee’s Final Report.

If there is a higher offer presented, said party must properly
bring the offer to the Court's attention by filing a timely
response/opposition to the Motion for consideration and ruling upon
same.  

The Trustee asks waiver of the stay provided by FRBP 6004(h) so as
to allow her Purchasers to proceed immediately to closing as she is
concerned that items may be removed from the Property and that
insurance over the Property will not be adequately maintained.

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

         http://bankrupt.com/misc/John_Babin_188_Sales.pdf

Counsel for the Trustee:

         Patrick S. Garrity, Esq.
         STEFFES, VINGIELLO, & MCKENZIE, LLC
         E-mail: pgarrity@steffeslaw.com

John Barry Babin, Sr. and Rita Vionie Knight Babin sought Chapter
11 protction (Bankr. M.D. La. Case No. 16-11090) on Nov. 13, 2017.
The Debtor tapped Patrick S. Garrity, Esq., at Steffes, Vingiello,
& McKenzie, LLC, as counsel.  On Nov. 1, 2018, Samera L. Abide was
appointed chapter 11 trustee.  STEFFES, VINGIELLO, & MCKENZIE, LLC,
is the Trustee's counsel.




KING'S PEAK ENERGY: Seeks OK on Continued Cash Use Until Jan. 31
----------------------------------------------------------------
King's Peak Energy, LLC, filed with the U.S. Bankruptcy Court for
the District of Colorado its Fifteenth Agreed Motion to Continue
Final Hearing on Use of Cash Collateral.

The Debtor and Macquarie are in agreement concerning Debtor’s use
of cash collateral through January 31, 2019 pursuant to the budget.
Macquarie is the only party with an interest in cash collateral.

The proposed cash collateral budget provides total expense in the
aggregate sum of $69,000 for the month of January 2019.

A full-text copy of the Debtor's Motion is available at

           http://bankrupt.com/misc/cob17-16046-557.pdf

                    About King's Peak Energy

King's Peak Energy, LLC, is a corporation entity based in Lakewood,
Colorado and named as a lessee in 27 oil and gas leases.  The
Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No.
17-16046) on June 29, 2017.  In the petition signed by Fred Soliz,
manager/member, the Debtor estimated $10 million to $50 million in
assets and liabilities.  The Hon. Elizabeth E. Brown presides over
the case.  

Andrew D. Johnson, Esq. and Christian C. Onsager, Esq., of Onsager
Fletcher Johnson LLC, serve as the Debtor's counsel.  Meagher
Energy Advisors, Inc., has been tapped as broker.


KINGDOM FELLOWSHIP: Seeks to Hire Smith & Carey as Counsel
----------------------------------------------------------
Kingdom Fellowship Christian Life Center Incorporated seeks
authority from the U.S. Bankruptcy Court for the Western District
of Kentucky to employ Marque Carey of Smith & Carey, PLLC as its
legal counsel.

The Debtor requires Smith & Carey to:

     (a) provide legal advice with respect to its powers, rights,
and duties in the continued management and operation of its
business;

     (b) provide legal advice related to the legal and
administrative requirements of operating its Chapter 11 case;

     (c) take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on its behalf and
defending any action commenced against it;

     (d) prepare documents beneficial to the administration of the
estate;  

     (e) represent the Debtor at the meeting of creditors pursuant
to section 341 of the Bankruptcy Code, and in court hearings;

     (f) assist the Debtor in the formulation, negotiation and
implementation of a Chapter 11 plan;

     (g) assist the Debtor in connection with the sale of its
assets and other corporate transactions;

     (h) assist the Debtor in obtaining exit or
debtor-in-possession financing and give advice with respect to the
use of cash collateral;

     (i) review claims filed against the Debtor's estate;

     (j) advise the Debtor concerning issues related to executory
contract and unexpired leases;

     (k) coordinate with other professionals employed in the case
to rehabilitate the Debtor's affairs; and

     (l) provide other bankruptcy-related legal services.

The attorney will receive a flat fee of $10,000 and reimbursement
for work-related expenses.

Marque Carey of Smith & Carey, PLLC, attests that he is a
"disinterested person" pursuant to section 327(a) and section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Marque Carey, Esq.
     Smith & Carey
     222 So. 1st St. Ste. 305
     Louisville, KY 40202
     Phone: (502) 631-9760
     Email: marquecareyattorney@gmail.com

                About Kingdom Fellowship Christian Life Center
Incorporated

Based in Louisville, Kentucky, Kingdom Fellowship Christian Life
Center Incorporated filed a petition for relief under Chapter 11 of
the US Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-33459) on
November 12, 2018, listing under $1 million in both assets and
liabilities.  Marque G. Carey, Esq. at Smith & Carey, PLLC
represents the Debtor as counsel.


LEGACY MEMORIAL: Seeks to Hire Eileen Shaffer as Attorney
---------------------------------------------------------
Legacy Memorial, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to hire Eileen Shaffer,
Esq., as its legal counsel.

Ms. Shaffer will advise the Debtor on issues that will arise
throughout the pendency of its Chapter 11 case; prosecute and
defend suits related to the affairs of its bankruptcy estate;
advise the Debtor on any proposed reorganization plan; and provide
other legal services related to the case.

The Debtor will pay the attorney an hourly fee of $200 for her
services.  The rate for paralegal services is $75 per hour.

Ms. Shaffer does not represent any interest adverse to the Debtor
and its bankruptcy estate, according to court filings.

Ms. Shaffer maintains an office at:

     Eileen N. Shaffer, Esq.
     401 East Capitol Street, Suite 316
     P.O. Box 1177
     Jackson, MS 39215-1177
     Phone: (601) 969-3006
     Fax: (601) 949-4002
     Email: eshaffer@eshaffer-law.com

                     About Legacy Memorial LLC

Legacy Memorial, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-50050) on Jan. 10,
2019.  At the time of the filing, the Debtor had estimated assets
of less than $500,000 and liabilities of less than $500,000.  The
case is assigned to Judge Katharine M. Samson.


LR&T INC: Unsecureds to Get Monthly Payment of $77 Over 15 Years
----------------------------------------------------------------
LR&T, Inc., d/b/a Chattanooga Pinball, filed a small business
Chapter 11 plan and accompanying disclosure statement.

Class X - General Unsecured Class are impaired and will get monthly
payment of $77.41. Payment will begin on April 1, 2019, and end on
April 1, 2034. Estimated % of claim paid is 5%.

Class V - Secured claim of SmartBank are impaired. Collateral
consist of all assets, including accounts, general intangibles,
equipment and inventory. Allowed secured amount of $284,993.88 with
total claim of $284,993.88. Monthly payment of $1,881. Payment will
begin on April 1, 2019, and end on April 1, 2039. Lien is secured.

Class VI - Secured claim of Smartbank are impaired. Collateral
consist of all assets, including accounts, general intangibles,
equipment and inventory. Allowed secured amount is $34,344.61 with
total claim of 34,344.61. Monthly payment $227. Payment will begin
on April 1, 2019, and end on April 1, 2039. Lien is secured.

Class VII - First Volunteer Bank are impaired. Collateral consist
of Certificate of Deposit. Allowed secured amount of $7,200.88 and
total claim of $7,200.88. Monthly payment $76.38. Payment will
begin on April 1, 2019, and end on April 1, 2029. Lien is secured.

Class VIII - Secured claim of First Volunteer Bank is impaired.
Collateral consist of 2006 Isuzu Truck. Allowed secured claim of
$15,990.63 and a total claim of $15,990.63. Monthly payment
$169.61. Payment will begin on April 1, 2019, and end on April 1,
2029. Lien is secured.

Payment and distributions under the Plan will be funded by the
continued operation of the Debtor's business.

A full-text copy of the Disclosure Statement dated December 31,
2018, is available at https://tinyurl.com/yd42gtwy from
PacerMonitor.com at no charge.

                     About L R & T, Inc.

L R & T, Inc., which conducts business under the name Chattanooga
Pinball, is a retailer of arcade and pinball machines.  It also
restores and repairs games.

Based in Chattanooga, Tennessee, L R & T, Inc., filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 18-11370) on March 29, 2018.
In the petition signed by Bronica Levin and Rodney Levin,
presidents, the Debtor disclosed $3.26 million in total assets and
$437,775 in total liabilities.  The case is assigned to Judge
Shelley D. Rucker.  W. Thomas Bible, Jr., Esq., at Tom Bible Law,
is the Debtor's counsel.


MAGEE BENEVOLENT: Dr. Pruitt Wants to Prohibit Cash Collateral Use
------------------------------------------------------------------
Charles Pruitt, III, M.D., requests the U.S. Bankruptcy Court for
the Southern District of Mississippi to prohibit or condition the
Magee Benevolent Association's use of Dr. Pruitt's cash collateral,
and for adequate protection of his interest in the cash
collateral.

Sometime in March 2018, Dr. Pruitt extended a line of credit in
favor of the Debtor in the maximum principal amount of $1,000,000.
To secure the Line of Credit, the Debtor granted Dr. Pruitt a
security interest in substantially all of the Debtor's
then-existing or after-acquired assets, wherever located, including
in relevant part (but certainly not limited to) all of the Debtor's
accounts.

The outstanding balance of the Line of Credit that the Debtor owed
to Dr. Pruitt as of the Petition Date was approximately $754,288,
which amount is secured by all of the Debtor's assets, including
the Cash Collateral. Dr. Pruitt asserts that his properly perfected
lien on the cash collateral is subordinate to the security
interests of Trustmark National Bank.

Without gaining the consent of Dr. Pruitt or the Court as required
by 11 U.S.C. Section 363(c)(2), Dr. Pruitt believes the Debtor has
continued to collect and use Dr. Pruitt's Cash Collateral. Since
the Debtor cannot bear its burden of proving that it is adequately
protecting Dr. Pruitt's interest in the cash collateral, Dr. Pruitt
asks the Court to instruct the Debtor to cease the spending of such
cash collateral or to provide Dr. Pruitt with adequate protection
of his interest in the Cash Collateral, otherwise Dr. Pruitt will
suffer irreparable damage and/or will be left with diminished
security for the Line of Credit.

Specifically, Dr. Pruitt proposes that his interest in the Cash
Collateral be adequately protected by the entry of an Order that:

       A. Grants Dr. Pruitt replacement liens under Section 361(2)
on all of the Debtor's real property (including, but not limited
to, the Raleigh Property and the Taylorsville Property), consistent
with the security interests therein granted in the Loan Agreement,
and having the same perfection and priority as such voluntary liens
would have had had they been properly perfected as of immediately
before the filing of the Petition;

       B. Authorizes the Debtor to execute, and Dr. Pruitt to
record in the relevant land records, deeds of trust or other such
mortgage instruments as may be desired to reflect such liens; and

       C. Requires the Debtor to obtain the approval of Dr. Pruitt,
in addition to the approval of Trustmark, of any subsequent Cash
Collateral budget of the Debtor.

                   About Magee General Hospital

Magee General Hospital serves as a general medical and surgical
facility in Magee, Mississippi.  The Hospital offers medical
services in cardiology, audiology, dentistry, general surgery,
internal medicine, oncology, emergency care, and many other medical
services.

Magee General Hospital filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
18-03283) on Aug. 24, 2018.  In the petition signed by CEO Sean
Johnson, the Debtor estimated $1 million to $10 million in assets
and liabilities.  The case is assigned to Judge Katharine M.
Samson.  The Law Offices of Craig M. Geno, PLLC, led by Craig M.
Geno, is the Debtor's counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 24, 2018.  The committee tapped Arnall
Golden Gregory LLP as its legal counsel, and McCraney, Montagnet,
Quin & Noble, PLLC as its local counsel.


MARKUS BOYD: Court Tosses Suit vs First Franklin Mortgage, et al.
-----------------------------------------------------------------
Bankruptcy Judge Mark Houle granted the Defendants' motion and
dismissed the adversary proceeding captioned MARKUS BOYD,
Plaintiff, v. FIRST FRANKLIN MORTG. LOAN TRUST, MORTGAGE LOAN-ASSET
BACKED CERTIFICATES, SERIES 2007-FFC, U.S. BANK NAT'L ASS'N, AS
TRUSTEE, SUCCESSOR IN INTEREST TO BANK OF AMERICA, N.A., AS
TRUSTEE, SUCCESSOR BY MERGER TO LASALLE BANK NAT'L ASS'N, AS
TRUSTEE, C/O SPECIALIZED LOAN SERVICING LLC; AND SPECIALIZED LOAN
SERVICING LLC, Defendants, Adv. No. 6:18-ap-01094-MH (Bankr. C.D.
Cal.).

On April 21, 2018, Debtor filed a complaint against Defendants for:
(1) declaratory relief; (2) to avoid the second deed of trust; and
(3) to disallow Claim 12. On June 5, 2018, Debtor filed an amended
complaint, listing three causes of action: (1) avoidance of a
fraudulent transfer; (2) recovery of the transferred property; and
(3) disallowance of Claim 12. On June 19, 2018, Defendants filed a
motion to dismiss the amended complaint for failure to state a
claim.

Here, the Court holds that Plaintiff's conflation of "lien" and
"title" in 11 U.S.C section 101(54)(B) would appear to conflict
with caselaw binding on this Court. Because the Ninth Circuit has
concluded that the renewal of a lien is not a transfer because it
merely continues an existing interest, Plaintiff's argument that
retention of a lien can be a transfer would appear to contravene
binding law.

Plaintiff's interpretation of the definition of transfer, if
accepted, would also have monumental implications far outside the
instant case. If the Court were to substitute "lien" for "title" in
section 101(54)(B), it would not be clear why every single secured
creditor of a debtor in bankruptcy would not have been considered
to have retained lien as a security interest, and thus committed a
potentially avoidable transfer. This inevitably results because the
term "retention" would seem to operate essentially as an antonym of
"transfer"; at any given point, a holder of an interest is either
transferring that interest or retaining it. Therefore, if the Court
permitted Plaintiff to substitute "lien" for "title" then every
single lienholder might be subject to an avoidable preference
action. While Plaintiff points to an event which he asserts imposed
a requirement on Bank of America to release the lien, the occurring
of such an event would not seem to be required by the plain
language of the statute. Quite simply, Plaintiff appears to have
started from a wholly unsupported legally position, then tempered
the position by resorting to the facts of the instant case, to make
the position appear less absurd. Yet, this limiting of section
101(54)(B) is not supported by the plain language of the statute.
Because the Court has an obligation to read a statute in a manner
which does not produce an absurd result, the Court cannot see any
basis to permit "lien" to be substituted for "title" in section
101(54)(B).

The Plaintiff also has not presented a clear argument as to how the
failure to extinguish the second mortgage could be considered a
transfer pursuant to 11 U.S.C. section 101(54)(D).

Finally, the Court notes that the "[t]he hallmark of a 'transfer'
is a change in the rights of the transferor with respect to the
property after the transaction." Here, Plaintiff simply cannot
point to any relevant change in the respective rights or interests
in the Property. The Plaintiff's argument that a transfer occurred,
based on the idea that a transfer includes the failure to make an
allegedly required transfer, if accepted, would open a bankruptcy
trustee's avoiding power to almost unlimited ends.

The Court concludes that the Plaintiff has failed to allege a
transfer as a matter of law, and therefore the amended complaint's
first claim is dismissed. Because the amended complaint's second
and third claims are contingent on the first claim, those claims
are also dismissed.

A copy of the Court's Memorandum Decision and Order dated Dec. 21,
2018 is available at https://bit.ly/2Mg0lfz from Leagle.com.

Markus Anthony Boyd, Plaintiff, represented by Nicholas W. Gebelt
-- gebelt@goodbye2debt.com

U.S. BANK, Defendant, pro se.

SPECIALIZED LOAN SERVICING LLC, Defendant, pro se.

Series 2007-FFC First Franklin Mortgage Loan Trust, Defendant, pro
se.

First Franklin Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-FFC, U.S. Bank National Association, as
Trustee, successor in interest to Bank of America, N.A., as
Trustee, su, Defendant, represented by Erin M. McCartney --
emcartney@zbslaw.com -- Zieve, Brodnax & Steele, LLP.

                     About Markus Boyd

Markus Anthony Boyd filed for chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 18-10628) on Jan. 26, 2018, and is
represented by Nicholas W Gebelt, Esq.


MAXAR TECHNOLOGIES: Moody's Assigns B1 CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating, a
B2-PD probability of default rating, an SGL-3 speculative grade
liquidity rating, and a negative outlook to Maxar Technologies Inc.
The assignments result from Maxar's January 1, 2019 U.S.
domestication by which, among other matters, the company assumed
Maxar Technologies Ltd.'s obligations under its multi-tranche
senior secured credit facilities. The lone exception is a $100
million component of the $1.25 billion revolving credit facility
tranche, which remains domiciled in Canada in the name of indirect
wholly-owned subsidiary, MDA Systems Holdings Ltd. (MDA Systems).
As part of the same action, a negative outlook was also assigned to
MDA Systems. Subsequent to the substitutions of the corporate level
ratings/outlook, Moody's also affirmed the B1 instrument ratings
applicable to Maxar's $3.75 billion multi-tranche senior secured
credit facilities, including the $100 million revolving credit
facility tranche domiciled at MDA Systems.

"The Maxar group of companies ratings are unchanged because we
think that the group's credit profile is unaffected by the U.S.
domestication, and presuming a comprehensive suite of compensatory
actions, can largely be maintained subsequent to the recently
announced loss of cash flow from its WorldView-4 satellite," said
Bill Wolfe, a Moody's senior vice president. "However, the outlook
is negative because the company's ability to de-lever has
potentially been adversely affected by the WorldView-4 loss, and
related remedial actions consume most of the company's flexibility,
reducing Maxar's ability to absorb additional unexpected setbacks,"
Wolfe added.

The following summarizes Maxar's ratings and the rating actions:

Issuer: Maxar Technologies Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook, Assigned Negative

Senior Secured Credit Facilities, Affirmed B1 (LGD3)

Issuer: MDA Systems Holdings Ltd.

Outlook, Assigned Negative

Senior Secured Credit Facilities, Affirmed B1 (LGD3)

Issuer: Maxar Technologies Ltd.

Corporate Family Rating, Withdrawn, Previously B1

Probability of Default Rating, Withdrawn, Previously B2-PD

Speculative Grade Liquidity Rating, Withdrawn, Previously, SGL-3

Outlook, Withdrawn, Previously Stable

Senior Secured Credit Facilities, Maxar and MDA Systems Substituted
as Issuers, Previously B1 (LGD3)

RATINGS RATIONALE

Maxar Technologies Inc.'s (Maxar) B1 CFR is supported by the
sizeable and generally stable cash flow from satellite based
imaging services as well as related mid-term growth prospects, the
technological and market leadership of such services, the product
diversity and related aerospace industry engineering expertise
flowing from other space-related operations, adequate liquidity,
and presuming a comprehensive suite of compensatory actions,
expected debt/EBITDA leverage of about 5x to 5.5x (Q3-2018
estimated at 5.3x). The rating is constrained by the uncertain
contribution of Maxar's geostationary communications satellite
manufacturing business (about 10% of EBITDA in 2018), the lack of
visibility of forward activity levels resulting from opaque
financial reporting, executive management discontinuities, and
uneven execution, the potential that the company's WorldView-4 loss
significantly retards de-levering and increases refinance risks,
and that compensatory actions sap capacity to absorb additional
unexpected operational setbacks.

Maxar has an SGL-3 speculative grade liquidity rating (indicating
adequate liquidity arrangements), based on cash of about $10
million (30 Sept 18), break-even free to modestly positive cash
flow over the next four quarters (presuming a substantial dividend
reduction), relatively nominal debt amortization of about $20
million over the next four quarters, and about $600 million of
availability under its $1.25 billion revolving credit facility
(committed to 2021). With estimated compliance cushions in the 20%
range, access is not expected to be limited. Maxar's ability to
supplement liquidity via non-core asset dispositions is modest
because of engineering interdependencies within its various
operations as well as credit facility security arrangements.

Maxar's $3.75 billion credit facilities comprise the bulk of the
company's liability structure and are therefore rated B1,
equivalent to the company's CFR. Additionally, since Moody's usual
practice is to assume a higher recovery for cases in which the
company's third party debt is comprised entirely of bank debt which
features financial covenants, a lower, B2-PD is a standard result.
Since the revolver and the term loan A's are relatively
short-dated, refinance activity is imminent, and Maxar is subject
to refinance risks.

Rating Outlook

The outlook is negative because the WorldView-4 loss potentially
adversely affects the company's ability to de-lever, which may
increase refinance risks. With a $250 million term loan due in
2020, and a further $1.5 billion due in 2021 (comprised of a $250
million term loan and the $1.25 billion revolving credit facility),
uncertainties are augmented by advancing refinance milestones and
the potential of liquidity weakening should execution falter or
should compensatory actions be inadequate.

Factors that Could Lead to an Upgrade

Maxar's rating could be upgraded to Ba3 if Moody's expected:

  - Positive industry fundamentals, solid operating performance and
liquidity, growing revenues and free cash flow; along with

  - Leverage of debt/EBITDA declining towards 4x (Q3-2018 estimated
at 5.3x, Moody's adjusted).

Factors that Could Lead to a Downgrade

Maxar's rating could be downgraded to B2 if Moody's expected:

  - Deteriorating industry fundamentals, weak/deteriorating
operating performance or liquidity; or if

  - Leverage of debt/EBITDA was expected to maintained at or above
5.5x on a sustained basis (Q3-2018 estimated at 5.3x, Moody's
adjusted).

The principal methodology used in these ratings was Aerospace and
Defense Industry published in March 2018.


MISSION COAL: Files Plan to Effectuate Asset Sale Transaction
-------------------------------------------------------------
Mission Coal Company, LLC, et al., submitted a joint Chapter 11
plan and accompanying disclosure statement, which plan, if
consummated, will effectuate the terms of the transaction for the
sale of substantially all of their assets.

Class 5 are impaired. Each Holder of General Unsecured Claims will
receive (i) its Pro Rata share of the General Unsecured Claims
Amount (if any) (as provided in Article IV.H of the Plan) and (ii)
the remaining amount of the Sale Transaction Proceeds, solely to
the extent the DIP Facility Claims and, to the extent Allowed, the
Second Lien Secured Claims are paid in full in Cash.

Class 3 are impaired/unimpaired. Each Holder of DIP Facility Claims
will receive either (i) payment in full in Cash of the Obligations
(which amount shall include the full roll-up of the Prepetition
First Lien Obligations Amount, including the Prepayment Premium,
plus the First Lien Accrued Adequate Protection Payments) (each as
defined in the DIP Documents to the extent not defined herein) or
(ii) treatment that is otherwise acceptable to the Required
Lenders.

Class 4 are impaired. Each Holder of Second Lien Secured Claims
will receive its Pro Rata share, based on the Allowed amount of its
Second Lien Secured Claim, of the remaining amount of the Sale
Transaction Proceeds, solely to the extent the DIP Facility Claims
are paid in full in Cash.

Class 6 are impaired/unimpaired. Each Intercompany Claim will, at
the election of the Debtors, be reinstated or canceled, released,
and extinguished as of the Plan Effective Date, and will be of no
further force or effect.

Class 7 are impaired/unimpaired. Intercompany Interests will, at
the election of the Debtors, be reinstated or canceled, released,
and extinguished as of the Plan Effective Date, and will be of no
further force or effect.

Class 8 are impaired. Section 510(b) Claims will be canceled,
released, and extinguished as of the Plan Effective Date, and will
be of no further force or effect, and each Holder of a Section
510(b) Claim will not receive any distribution on account of such
Section 510(b) Claim.

Class 9 are impaired. Interests will be canceled, released, and
extinguished, and will be of no further force or effect. Each
Holder of an Interest will not receive any distribution on account
of such Interest.

The Plan will be funded by the following sources of cash and
consideration: the Sale Transaction Proceeds, the Estate Retained
Professional Fees Escrow Amount, the Wind-Down Escrow Amount, the
General Unsecured Claims Amount, the Debtors’ rights under the
Sale Transaction Documentation, payments made directly by the
Successful Bidder on account of any Assumed Liabilities under the
Sale Transaction Documentation, payments of Cure Costs made by the
Successful Bidder pursuant to sections 365 or 1123 of the
Bankruptcy Code, and/or all Causes of Action not previously
settled, released, or exculpated under the Plan, if any, shall be
used to fund the distributions to Holders of Allowed Claims against
the Debtors in accordance with the treatment of such Claims and
subject to the terms provided in the Plan.

A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at:

         http://bankrupt.com/misc/alnb19-1804177TOM11-523.pdf

                    About Mission Coal Company

Mission Coal Company LLC and its subsidiaries are engaged in the
mining and production of metallurgical coal, also known as "met"
coal, which is a critical component of the steelmaking process.
The Company is headquartered in Kingsport, Tennessee and operate
subterranean, surface, and longwall mining complexes in West
Virginia and Alabama.  The Company employs 1,075 individuals on a
full-time or part-time basis.

Mission Coal and 10 of its subsidiaries filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No.
18-04177.  In the petition signed by CRO Kevin Nystrom, Mission
Coal estimated assets and liabilities of $100 million to $500
million.

Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq. of Christian &
Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland,
Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP, serve as counsel to the
Debtors.  The Debtors also tapped Jefferies LLC as investment
banker, Zolfo Cooper LLC as financial advisor, and Omni Management
Group as notice and claims agent.

On Oct. 25, 2018, the Bankruptcy Administrator for the Northern
District of Alabama appointed the Official Committee of Unsecured
Creditors.  The Committee retained Lowenstein Sandler LLP, as
counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local
counsel; and Berkeley Research Group, LLC, as financial advisor.


MITE LLC: Allowed to Use Cash Collateral Through Jan. 31
--------------------------------------------------------
The Hon. Lori S. Simpson of the U.S. Bankruptcy Court for the
District of Maryland has authorized Mite, LLC to use cash
collateral through (and including) Jan. 31, 2019 on an interim
basis to the extent provided in the Second Interim Order.

Sandy Spring Bank is the current holder and owner of duly perfected
first-priority security interest in and liens in, to and against
the assets of the Debtor.  The lien set is the product of certain
Loan Documents executed by the Debtor in favor of Sandy Spring.

The Loan Documents evidence a $1,363,877 commercial loan that
WashingtonFirst Bank extended to the Debtor.  Sandy Spring is the
successor in interest to WashingtonFirst Bank under the Loan
Documents and is the current holder and owner of the same.

As adequate protection for the use and/or diminution of the
interests of Sandy Spring in the Cash Collateral:

      (i) Sandy Spring will receive from the Debtor a payment in
the amount of $10,839 payable on Jan. 22, 2019; and

     (ii) The Debtor grants as security for all indebtedness owed
pursuant to the Loan Documents a valid, perfected, enforceable and
non-avoidable first priority replacement lien and post-petition
security interest against all Assets of the Debtor to the same
extent that Sandy Spring held a prepetition lien and security
interest in such Assets of the Debtor. Said replacement liens will
be limited solely to any diminution in value of the Cash Collateral
from and after the Petition Date and will be first and senior in
priority to all other interests and liens of every kind, nature and
description, whether created consensually, by an order of the Court
or otherwise, including, without limitation, liens or interests
granted in favor of third parties in conjunction with Sections 363,
364 or any other section of the Bankruptcy Code or other applicable
law.

Any party seeking to object to entry of an order further approving
the relief set forth herein on a final basis, must file and serve a
written objection no later than Jan. 21, 2019.

A full-text copy of the Order is available at

              http://bankrupt.com/misc/mdb18-19966-87.pdf

                         About Mite, LLC

Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case No. 18-19966) on July 27, 2018.  In the petition signed by I.
David Bacharach, managing member, the Debtor estimated under
$50,000 assets and under $1 million in liabilities.  The Debtor is
represented by David J. Kaminow, Esq., at Inman Kaminow, P.C.


MONROE COUNTY: Moody's Confirms Ba1 Rating on $3.6MM GOLT Bonds
---------------------------------------------------------------
Moody's Investors Service has confirmed Monroe County Health Care
Authority, AL's Ba1 Issuer and general obligation limited tax
ratings, impacting $3.6 million in outstanding rated GOLT bonds.
Moody's has assigned a negative outlook. This concludes the review
for possible downgrade initiated on November 21, 2018.

RATINGS RATIONALE

The Ba1 issuer rating reflects the authority's significantly
weakened financial position, with now very narrow liquidity and
negative operating margins. The rating also reflects the
authority's increased debt burden, which nearly tripled and
covenant violations on its Series 2017A bonds and NCIF Loans A and
B in fiscal 2017, which have since been remedied. The rating
further incorporates the authority's small, rural tax base with
weak socioeconomic indicators, which is highly concentrated in a
single large industrial taxpayer.

The Ba1 GOLT rating is the same as the issuer rating, given ample
available taxing headroom (195% of MADS) to generate dedicated
property taxes sufficient to pay debt service. The GOLT rating also
reflects the authority's limited ability to raise property tax
rates, lack of full faith and credit pledge and inability to easily
override the tax limit. The GOLT rating further incorporates strong
legal provisions including a lockbox feature.

RATING OUTLOOK

The negative outlook reflects its expectation that financial
operations will remain pressured over the near to medium term.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Significant improvement in fiscal 2019 and fiscal 2020
financial operations

  - Material and sustained increase in liquidity levels

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Any additional narrowing of liquidity or inability to meet
financial obligations

  - Sustained tax base contractions, narrowing debt service
coverage

  - Future debt covenant violations

LEGAL SECURITY

The bonds are secured by a senior lien on 75% of a 4-mill ad
valorem tax levied countywide without time limit.

PROFILE

The Monroe County Health Care Authority is a public corporation
that owns and operates Monroe County Hospital. The majority of the
authority's board members are appointed by the Monroe County
Commission, however the County Commission is not financially
accountable for the authority. Monroe County Health Care Authority
is a related organization of Monroe County but there is no flow of
funds between the two entities and the county has no financial
accountability for the authority.

Monroe County Health Care Authority services a population of 22,000
in south western Alabama. The hospital is a 94-bed facility within
the county, and provides in and outpatient medical services, home
health care, and various physical practices.


NIVOL BREWERY: Seeks to Hire Charles M. Wynn as Legal Counsel
-------------------------------------------------------------
Nivol Brewery, Inc., seeks approval from the U.S. Bankruptcy Court
for the Northern District of Florida to hire Charles M. Wynn Law
Offices, P.A., as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; conduct examinations incidental to the
administration of its bankruptcy estate; and provide other legal
services related to its Chapter 11 case.

The firm will charge these hourly fees:

     Charles Wynn, Esq.     $350
     Michael Wynn, Esq.     $275
     Associate Attorney     $200
     Legal Assistant        $100

The Debtor paid the firm a non-refundable retainer of $3,333.33

Charles Wynn, Esq., president of Wynn Law Offices, disclosed in a
court filing that he and other attorneys of the firm neither hold
nor represent any interest adverse to the Debtor's bankruptcy
estate.

The firm can be reached through:

     Charles M. Wynn, Esq.
     Charles M. Wynn Law Offices, P.A.
     P.O. Box 146
     Marianna, FL 32447
     Tel: 850-526-3520
     Fax: 850-526-5210
     Email: candy@wynnlaw-fl.com

                     About Nivol Brewery Inc.

Nivol Brewery, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-50326) on Dec. 4,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million.  The
case has been assigned to Judge Karen K. Specie.


NSC WHOLESALE: Sets Sales Procedures for De Minimis Assets
----------------------------------------------------------
NSC Wholesale Holdings, LLC, and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize their sales
procedures in connection with the sale of de minimis assets.

A hearing on the Motion is set for Feb. 13, 2019 at 10:00 a.m.
(ET).  The objection deadline is Jan. 18, 2019 at 4:00 p.m. (ET).

On Nov. 14, 2018, the Court entered the Final Cash Collateral Order
pursuant to which, inter alia, the Committee was given 60 calendar
days from the date of its formation to assert a Challenge to the
Prepetition Lien and Claim Matters.  Such matters include the
Debtors' stipulations concerning the extent and priority of liens
held by the Prepetition Lender.

Since the outset of these cases, in order to preserve value for
their estates, the Debtors have been proceeding with store closing
or similarly themed sales of their inventory in accordance with the
Final Order (I) Authorizing the Debtors to Operate under the
Consulting Agreement; (II) Authorizing and Approving the Conduct of
Store Closing or Similar Themed Sales, with Such Sales to be Free
and Clear of All Liens, Claims and Encumbrances; and (IV) Granting
Related Relief.

In addition, on Nov. 29, 2018 and Nov. 30, 2018, the Court entered
orders authorizing the assumption and assignment and/or termination
of certain of the Debtors' unexpired leases and the sales of
certain of the Debtors' assets.  The transactions contemplated by
the Sale Orders closed on Nov. 30, 2018.  

In addition to the Sale Orders, on Nov. 30, 2018, the Court entered
the Omnibus Rejection Order, pursuant to which the Debtors rejected
any executory contracts and unexpired leases not assumed and
assigned or terminated pursuant to the Sale Orders, effective as of
Nov. 30, 2018.

As of the date of the Motion, the Debtors have vacated each of
their former store locations and ceased retail operations.

Pursuant to the Order Authorizing the Debtors to Enter into Short
Term License Agreement, and Granting Related Relief [D.I. 286], the
Debtors are currently licensing a small portion of their former
headquarters location in West Hempstead, New York in order to house
hard copies of their remaining books and records and their IT
infrastructure.  

The Debtors also maintain -- both at the West Hempstead Premises
and certain other locations -- surplus, obsolete, non-core or
burdensome assets, such as racking, shelving and an uninsured
vehicle (a 2005 Ford Econoline with 275,000 miles), which were used
in connection with their former retail operations ("De Minimis
Assets").  

The short-term license agreement is set to expire on Jan. 31, 2019,
at which time the Debtors will vacate the West Hempstead Premises.
The Debtors believe that they may be able to sell the De Minimis
Assets for the benefit of their estates, albeit for relatively
small amounts.  Because the Debtors have ceased retail operations,
the items are no longer used or needed by the Debtors, nor are they
necessary to their restructuring efforts.  Moreover, because they
will be vacating the West Hempstead Premises at the end of January
2019, the Debtors' continued ownership and maintenance of the De
Minimis Assets is burdensome to their estates.  The Debtors thus
ask authority to sell or transfer the De Minimis Assets without
further hearing or order of the Court, subject to the procedures
set forth.

Similar to the De Minimis Assets, the hard copy records currently
maintained at the West Hempstead Premises are no longer necessary
to the Debtors' businesses or to these Chapter 11 Cases.  The
remaining Books and Records sought to be abandoned and/or destroyed
through the Motio can thus be categorized as historical business
records that are no longer needed by the Debtors, are burdensome to
maintain and, in many instances, are damaged due to water intrusion
in the location in which the records were stored.  For these
reasons, the Debtors ask authority to abandon and/or destroy the
Books and Records.

The salient terms of the De Minimis Asset Sale Procedures are:

     a. With regard to sales or transfers of De Minimis Assets in
any individual transaction or series of related transactions to a
single buyer or group of related buyers with a selling price equal
to or less than $20,000:

         i. The Debtors are authorized to consummate such
transaction(s) if the Debtors determine in their reasonable
business judgment, and in consultation with the Committee, that
such sales or transfers are in the best interests of their estates,
without further order of the Court or notice to any party; and

         ii. Any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent and priority as had
attached to the De Minimis Assets immediately prior to such sale or
transfer.

     b. The Debtors will provide a written report to the Court, as
well as the Notice Parties, beginning with the month ending on Feb.
28, 2019, and each month thereafter, no later than 15 days after
the end of each such month, concerning any such sales made during
the preceding month, including the names of the purchasing parties
and the types and amounts of the sales. To the extent there are no
sales or transfers of De Minimis Assets in a given month, a report
need not be filed.

     c. To the extent the Debtors ask to sell De Minimis Assets to
"insiders," the Debtors will file the Insider Sale Notice, and
serve such notice on the Notice Parties.  If no written objections
to the Insider Sale Notice are submitted to the Debtors within 10
days after the date of service of such Insider Sale Notice, the
Debtors will be authorized to immediately proceed with the sale.

To the extent any De Minimis Assets cannot be sold at a price
greater than the cost of liquidating such assets, the Debtors ask
authority to abandon such De Minimis Assets in accordance with
these De Minimis Asset Abandonment Procedures:

     a. The Debtors will give written Abandonment Notice to the
Notice Parties;

     b.  The Abandonment Notice will contain a description in
reasonable detail of the De Minimis Assets to be abandoned and the
Debtors' reasons for such abandonment;

     c. If no written objections from any of the Notice Parties are
submitted to the Debtors within five days after the date of service
of such Abandonment Notice, then the Debtors will be authorized to
immediately proceed with the abandonment; and

     d.  If a written objection from any Notice Party is submitted
to the Debtors within five days after service of such Abandonment
Notice, then the relevant De Minimis Asset will be abandoned only
upon either the consensual resolution of the objection by the
parties in question or further order of the Court after notice and
a hearing.

The sale of the De Minimis Assets in accordance with the De Minimis
Asset Sale Procedures represents a sound exercise of the Debtors'
business judgment.  

                      About NSC Wholesale

NSC Wholesale Holdings and its subsidiaries --
https://www.nwlshop.com/ -- own and operate a chain of 11 general
merchandise close-out stores located in four states:
Massachusetts,
New Jersey, New York and Pennsylvania.  The Stores, which operate
under the name "National Wholesale Liquidators," are targeted to
lower and lower/middle income customers in densely populated urban
and suburban markets.  At October 2018, the Company had 695
employees, 629 of whom are employed on a full time basis and 66 of
whom are employed part time.  

On Oct. 24, 2018, NSC Wholesale and six of its subsidiaries filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 18-12394).
In the petition signed by CEO Scott Rosen, the Debtors estimated
assets and liabilities at $10 million to $50 million.

Hon. Kevin J. Carey presides over the cases.

The Debtors tapped Saul Ewing Arnstein & Lehr LLP as bankruptcy
counsel; Getzler Henrich & Associates LLC and SSG Advisors LLC as
financial advisor and investment banker; and Omni Management Group
Inc. as claims & noticing agent.


PAYLESS INC: S&P Cuts Issuer Credit Rating to 'CCC-', Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings related that operating trends at U.S.-based
discount footwear retailer Payless Inc. continued to deteriorate
meaningfully with significant cash burn in the third quarter of
fiscal 2018, a trend S&P expects to persist in the near term.

S&P is thus lowering its issuer credit rating on Payless to 'CCC-'
from 'CCC'. S&P said, "At the same time, we lowered the issue-level
rating on the company's $80 million first-lien tranche A-1 term
loan to 'CCC' from 'B-' and revised the recovery rating to '2' from
'1'. The '2' recovery rating indicates our expectation for
substantial recovery in the event of a payment default. We also
lowered the issue-level rating on the company's $200 million
first-lien tranche A-2 term loan to 'C' from 'CCC-' and revised the
recovery rating to '6' from '5'. The '6' recovery rating indicates
our expectation for negligible recovery in the event of a payment
default."

S&P said, "The downgrade reflects our view that the likelihood of a
bankruptcy filing or some form of debt restructuring in the next
six months has increased, given our expectation that continued weak
operating performance will increasingly constrain liquidity.
Payless also reportedly hired PJ Solomon to explore strategic
alternatives.

"The negative outlook on Payless reflects our expectation that weak
operating trends will persist, resulting in significantly negative
free operating cash flow constraining liquidity, such that the
company could announce some form of debt restructuring in the next
six months.

"We would lower our rating on Payless if the company announces a
distressed exchange or debt restructuring, or if we believe a
default event is inevitable.

"Although unlikely in the near term, we could raise our ratings on
Payless if the company's operating trends improve substantially,
enabling it to adequately fund its business operations and
financing expenses on a sustained basis. In order to raise the
ratings, we also need to believe that any future supply-chain
disruptions will be minimal."



PHENIX TRANSPORTATION: Seeks to Hire Craig M. Geno as Counsel
-------------------------------------------------------------
Phenix Transportation, Inc. and Phenix Transportation West, Inc.,
filed applications seeking approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to hire the Law Offices of
Craig M. Geno, PLLC, as their legal counsel.

The firm will assist the Debtors in the preparation of a plan of
reorganization; advise the Debtors regarding issues arising from
certain contract negotiations; evaluate claims of creditors; and
provide other legal services related to their Chapter 11 cases.

The firm charges these hourly fees:

     Craig Geno, Esq.    $425
     Associates          $250
     Paralegals          $175

Geno received a retainer of $11,717, including the filing fee of
$1,717.

The firm does not represent any interest adverse to the Debtors and
their bankruptcy estates, according to court filings.

Geno can be reached through:

     Craig M. Geno, Esq.
     Jarret P. Nichols, Esq.           
     Law Offices of Craig M. Geno, PLLC
     587 Highland Colony Parkway
     P.O. Box 3380
     Ridgeland, MS 39158-3380
     Tel: 601 427-0048
     Fax: 601-427-0050
     Email: cmgeno@cmgenolaw.com
     Email: jnichols@cmgenolaw.com

                    About Phenix Transportation

Phenix Transportation, Inc. and Phenix Transportation West, Inc.
provide trucking transportation services.  The Debtors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Miss. Case Nos. 18-04761 and 18-04762) on December 12, 2018.

At the time of the filing, Phenix Transportation had estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million.  Phenix Transportation West had estimated assets of
$10 million to $50 million and liabilities of $10 million to $50
million.  

The cases have been assigned to Judge Neil P. Olack.


PHENIX TRANSPORTATION: Seeks to Hire Noble as Special Counsel
-------------------------------------------------------------
Phenix Transportation, Inc., and Phenix Transportation West, Inc.,
filed applications seeking approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to hire Noble & Noble,
PLLC, as special counsel.

The firm will provide legal services in connection with certain
claims and legal actions pending against or on behalf of the
Debtor.

James Noble, III, Esq., the attorney who will be representing the
Debtors, will charge an hourly fee of $200.   

Mr. Noble has no connection with the Debtor, creditors or any other
"party-in-interest," according to court filings.

The firm can be reached through:

     James F. Noble, III, Esq.
     Noble & Noble, PLLC
     751 Avignon Drive, Suite B
     Ridgeland, MS 39157
     Phone: 601-790-1651/800-491-8409
     Fax: 601-856-1419

                    About Phenix Transportation

Phenix Transportation, Inc. and Phenix Transportation West, Inc.,
provide trucking transportation services.  The Debtors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Miss. Case Nos. 18-04761 and 18-04762) on December 12, 2018.

At the time of the filing, Phenix Transportation had estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million.  Phenix Transportation West had estimated assets of
$10 million to $50 million and liabilities of $10 million to $50
million.  

The cases have been assigned to Judge Neil P. Olack.


PHILMAR CARE: Allowed to Use Cash Collateral Until Jan. 31
----------------------------------------------------------
The Hon. Wayne Johnson of the U.S. Bankruptcy Court for the Central
District of California authorized Philmar Care, LLC, to use cash
collateral based on the budget through Jan. 31, 2019.

The Court will hold a hearing on Jan. 29, 2019 at 3:00 p.m. to
consider approving (a) the relief granted in the order on a final
basis and (b) continued use of cash collateral beyond Jan. 31. Any
opposition or further response from any party regarding the use of
cash collateral will be filed and served by Jan. 22.

The Court grants the parties asserting interests in such assets
replacement liens in the Debtor's assets to the same extent,
priority and validity (if any) of their liens existing on the
petition date. The amount secured by the Adequate Protection Liens
will be the amount equal to the decrease (if any) in the value of
such Pre Petition Collateral occurring subsequent to the petition
date that results from the Debtor's use of Pre-Petition Collateral
including, but not limited to, cash collateral. The Adequate
Protection Liens are subject only to already existing senior valid
enforceable and properly perfected liens.

The issue of payment of post-petition management fees of Foothill
Legacy, LLC will be addressed at a further hearing.

The stipulation between the Debtor and the Internal Revenue Service
regarding use of cash collateral is approved to the extent that
they are consistent with the provisions of the Order. With respect
to paragraph 20 of the stipulation, that paragraph is approved
except the phrase "and super-priority claims" is not approved. The
remaining provisions of the stipulation are not approved at this
time. The Internal Revenue Service and any other party may seek
additional relief at the continued hearing.

A full-text copy of the Order is available at

           http://bankrupt.com/misc/cacb18-20286-32.pdf

                       About Philmar Care

Philmar Care, LLC, operates an assisted living facility located at
12260 Foothill Blvd. Sylmar, CA 91342.  It provides long-term
skilled nursing care, other types of care, and social services.
The Company previously filed a voluntary petition seeking relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
18-20286) on Dec. 7, 2018.

Philmar Care filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
18-12966) on Dec. 10, 2018.  In the petition signed by Philip R.
Weinberger, managing member, the Debtor estimated $1 million to $10
million in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Martin R. Barash.  Ashley M. McDow,
Esq., at Foley & Lardner LLP, serves as counsel to the Debtor.


PROGRESSIVE PLUMBING: Partially Wins Suit vs Kast Construction
--------------------------------------------------------------
In the adversary proceeding captioned PROGRESSIVE PLUMBING, INC.,
Plaintiff, v. KAST CONSTRUCTION III, LLC, a Florida limited
liability company, and MICHAEL MACDONALD, an individual,
Defendants, Adversary Proceeding No. 6:16-ap-00078-KSJ (Bankr. M.D.
Fla.), Bankruptcy Judge Karen S. Jennemann enters a partial
judgment in favor of Progressive and against Kast for $240,124 and
holds that MacDonald has no personal liability to Progressive.

Debtor Progressive Plumbing specializes in complicated commercial
plumbing installations required by high rise hotels, offices, and
residential buildings. Defendant, Kast Construction III, is a large
general contractor who builds high-rise structures. Kast hired
Progressive as its plumbing sub-contractor on at least two
projects--one in St. Petersburg and the other in North Palm Beach
(NPB). Defendant Michael MacDonald was Kast's Senior Project
Manager on the NPB project.

Debtor brought the adversary proceeding against Kast claiming it is
owed for work completed on these two projects and that Kast failed
to return a "Booster Pump" used to maintain water pressure on the
NPB project.

Kast argues Progressive simply should never have worked until they
got a bond and ignores the established facts that Kast manipulated
and deceived Progressive into continuing work on the NPB Project
when Kast had no intention of paying them for their services.
Progressive offers five legal theories to support a logical ruling
that Kast now must pay Progressive: (1) the parties agreed to
modify the NPB contract to delete the provision requiring a bond as
a condition precedent for payment, (2) waiver, (3) estoppel, (4)
fraudulent inducement, and (5) negligent representation.

On the first legal theory, the Court holds that Kast modified the
contract knowing that Progressive had not obtained a bond. Any
breach was not material insofar as Kast actively solicited
Progressive to continue working on the job without a bond. Both the
contract modification and the active solicitation overrode the
requirement to get a bond as a condition precedent to payment. Kast
cannot now hide behind the technical language of the contract to
excuse their obligation to pay for services provided by
Progressive.

On the second issue, the Court alternatively finds Kast waived the
NPB Contract's condition precedent to payment. Courts look at these
elements to determine whether waiver is present: "(1) the existence
at the time of the waiver of a right, privilege, advantage, or
benefit that may be waived; (2) the actual or constructive
knowledge thereof; and (3) an intention to relinquish that right,
privilege, advantage or benefit.

Kast and MacDonald are deemed aware of the Contract's payment
conditions because "Florida adheres to the principle that a 'party
has a duty to learn and know the contents of a proposed contract
before [s]he signs' it.'"Despite their knowledge of these
conditions, Kast still orally modified the contract to the Cost+20%
pay reduction and encouraged Progressive to submit revised pay
applications to keep Progressive working on the NPB Project.
Progressive informed Kast it could not obtain its performance bond,
and Kast encouraged Progressive to continue working even though it
could not obtain the bond. Therefore, even if Kast could have
relied on the bonding condition to avoid paying Progressive, it
waived that condition by its statements and actions indicating it
would pay Progressive.

Kast also is estopped from arguing Progressive should not be paid
for the work it performed. Progressive continued working diligently
because it expected to get paid based on those express
representations. There is no doubt Progressive relied on those
material representations. Progressive would not have agreed to the
modification of the NPB Contract to Cost +20% and it would not have
agreed to work for free. Had Progressive been told it was being
terminated without ever being paid, it would have left
immediately.

Lastly, the Court finds that Kast perpetrated a fraud against
Progressive by inducing Progressive to continue working under the
false assumption that Progressive would be paid for its work
all-the-while knowing that Kast would not pay Progressive.

MacDonald, however, has no personal liability to Progressive.
MacDonald was an employee and agent of Kast but not a corporate
office or director. MacDonald acted as directed within the scope of
his employment and as directed by Kast.132 Although MacDonald
signed the NPB contract as the "Senior Project Manager" of Kast,133
no competent evidence was presented to support a claim that
MacDonald was personally liable for a breach in the contract.

In sum, Kast owes Progressive $185,594.63 under the NPB Contract,
$38,000 under the STP Contract, and $16,529 for failing to return
the Booster Pump. A Partial Judgment is awarded for Progressive and
against Kast for $240,124, which will bear interest of 2.70% per
annum.

Kast has until March 1, 2019 to file an objection.

A copy of the Court's Memorandum Opinion dated Dec. 21, 2018 is
available at https://bit.ly/2sv3mQb from Leagle.com.

Progressive Plumbing, Inc., Plaintiff, represented by John J.
Bennett -- jbennett@nardellalaw.com. T -- Nardella & Nardella, PLLC
& Michael A. Nardella -- mnardella@narderllalaw.com -- Nardella &
Nardella, PLLC.

Kast Construction III, LLC & Michael Macdonald, Defendants,
represented by Bart A. Houston, The Houston Firm, P.A.

                   About Progressive Plumbing

Progressive Plumbing, Inc., based in Clermont, FL, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 15-07275) on August 24,
2015.   Roman V. Hammes, Esq. at Roman V. Hammes, P.L. and Michael
A. Nardella, Esq. at Nardela & Nardella, PLLC, serve as bankruptcy
counsel.


PURPLE HAZE: Hendrix Creditors Seek Trustee Appointment, Conversion
-------------------------------------------------------------------
Experience Hendrix, LLC and Authentic Hendrix, LLC, Creditors of
Purple Haze Properties, LLC, ask the U.S. Bankruptcy Court for the
Central District of California to appoint a chapter 11 trustee for
the Debtor, or convert the case to chapter 7 pursuant to Bankruptcy
Code Section 1112.

According to the Creditors, the time is ripe for the appointment of
a chapter 11 trustee to oversee the affairs of the Entity Debtors,
Purple Haze and Rockin' Artwork, LLC, considering the Debtors'
fraudulent transfers, the undisclosed business entities, the
failure to file tax returns or pay taxes, the bags of cash,
sanctions, the spoliation of evidence, and the adverse inference
against the entity Debtors.

Further, the Creditors noted that the transactions involving the
Las Vegas Home and the Lake Sherwood Home undertaken by the
managing member of the Entity Debtors, Andrew Marc Pitsicalis,
constitute fraudulent transfers, an improper comingling of personal
and corporate assets, and breaches of his fiduciary duties to the
Entity Debtors.

Thus, the Creditors believed that since Pitsicalis orchestrated
fraudulent transfers, he has an obvious conflict-of-interest, which
is the reason to appoint a chapter 11 trustee.   

Moreover, the Creditors requested that if the Court is not inclined
to appoint a chapter 11 trustee based on the evidence, then the
Chapter 11 cases are prime candidates for conversion to a chapter
7.

The Creditors are represented by:

     Charles E. Weir, Esq.
     Jason D. Strabo, Esq.
     Kate M. Hammond, Esq.
     McDERMOTT WILL & EMERY LLP
     2049 Century Park East, Suite 3800
     Los Angeles, CA 90067-3218
     Tel.: (310) 277-4110
     Fax: (310) 277-4730
     Emails: cweir@mwe.com
             jstrabo@mwe.com
             khammond@mwe.com

Purple Haze Properties, LLC, filed a voluntary Chapter 11 petition
(Bankr. C.D. Cal. Case No. 19-10052) on January 9, 2019, and
represented by David B. Golubchik, Esq., at Levene Neale Bender Yoo
& Brill LLP.


RADIOLOGY PARTNERS: Moody's Affirms B2 on First Lien Loans
----------------------------------------------------------
Moody's Investors Service affirmed the B2 ratings on the senior
secured first lien term loan and senior secured revolving credit
facility of rating of Radiology Partners, Inc. Moody's also
affirmed the Caa2 rating on the company's second lien term loan.
The rating affirmation follows the company's announcement of a
proposed $365 million add-on to its existing $800 million senior
secured first lien term loan. Proceeds from this add-on financing
will be used to fund the recently announced acquisitions of Austin
Radiological Association and Desert Radiology (Desert), pay down
borrowings under the revolving credit facility, and cover
transaction costs.

At the same time, Moody's moved the location of Corporate Family
Rating, Probability of Default Rating (PDR) and outlook from the
parent/guarantor (Radiology Partners Holdings, LLC) to the
borrowing entity (Radiology Partners, Inc.). This change places the
CFR and PDR at the highest entity in the capital structure with
rated debt, and does not signify any change in Radiology Partners'
or Radiology Partners Holdings, LLC's credit profile.

Ratings Assigned:

Radiology Partners, Inc.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Outlook Actions:

Radiology Partners, Inc.

Assigned stable outlook

Ratings Affirmed:

Radiology Partners, Inc.

$150 million senior secured first lien revolving credit facility
expiring 2023 at B2 (LGD3)

$1,165 million senior secured first lien term loan (which includes
$365 million proposed add on financing) due 2025 at B2 (LGD3)

$282.5 million secured second lien term loan due 2026 at Caa2
(LGD6)

Ratings withdrawn:

Radiology Partners Holdings, LLC

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Outlook Actions:

Radiology Partners Holdings, LLC

Withdrawn stable outlook

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Radiology Partners' very
high financial leverage, combined with an aggressive debt funded
growth strategy. The company's adjusted debt/EBITDA, including
acquisition related pro forma adjustments, was approximately 7.2
times at September 30, 2018.

After executing acquisitions of ARA and Desert, the company will
grow its revenues significantly in 2019. Successful integration of
these newly acquired businesses and realization of synergies is
incorporated in Moody's projections. Therefore, any unexpected
challenges related to the integration which results in
deteriorating operating performance could negatively impact
Radiology Partner's ratings.

Radiology Partners operates in a highly fragmented industry. While
the relatively large size of the company compared to peers provides
economies of scale, competition nevertheless remains stiff.

Radiology Partners specializes in high value professional radiology
physician services provided at hospitals and outpatient centers.
The company has high flexibility in managing its costs and low
capital expenditure needs because it largely does not own and/or
manage expensive medical equipment used in radiology examinations.
The acquisitions of ARA and Desert (which owns some equipment) will
raise the company's capital expenditure requirements modestly.

Unlike many other subsectors of the US healthcare industry,
Radiology Partners' profits are less vulnerable to industrywide
pricing pressure. Typically, the professional interpretation of
radiology test results -- Radiology Partner's core business --
constitutes only around 10% of total radiology examination cost.
This component has remained resistant to industrywide pricing
pressures both because of its smaller proportion of total
examination cost as well as its highly specialized nature.

The stable rating outlook reflects Moody's expectation that
although the company's business will perform well, its leverage
will remain very high. This is because of its continuing
debt-funded growth strategy.

Ratings could be downgraded if the company's liquidity and/or
operating performance deteriorates, it fails to effectively
integrate acquired practices, or if its financial policies become
more aggressive. Ratings could also be downgraded if at any point
Moody's believes that the company will operate with adjusted
debt/EBITDA above 7.5 times.

Ratings could be upgraded if Radiology Partners materially
increases its size and scale, and grows its earnings by smoothly
integrating newly acquired practices. Additionally, the company's
adjusted debt/EBITDA would need to be sustained below 6.5 times
before Moody's would consider an upgrade.

Headquartered in El Segundo, CA, Radiology Partners is one of the
largest physician-led and physician-owned radiology practice in the
U.S. The company is 49% owned by New Enterprise Associates and
Future Fund and 51% owned by physicians, management and other
investors. Including ARA and Desert, the company employs over 1,200
physicians to serve more than 850 hospitals and outpatient centers
in 18 states across the US. Radiology Partners, Inc. (the borrowing
entity) is a wholly owned subsidiary of Radiology Partners Holdings
LLC. Pro forma revenues are approximately $1.0 billion.


RENT-A-CENTER INC: Moody's Confirms B2 CFR, Outlook Developing
--------------------------------------------------------------
Moody's Investors Service confirmed Rent-A-Center, Inc.'s B2
Corporate Family Rating, B2-PD Probability of Default rating, and
B3 Senior Unsecured debt ratings. Rent-A-Center's SGL-3 Speculative
Grade Liquidity rating remains unchanged, and its ratings Outlook
was changed to Developing from Ratings Under Review. At the same
time, Moody's assigned a Ba2 rating to Rent-A-Center's $200 million
Secured Revolving Credit Facility due December 31, 2019, and
withdrew the ratings on the $350 million Secured Revolving Credit
Facility due March 19, 2019. This concludes the review for
downgrade that began on June 19, 2018.

"The confirmation reflects the significant improvement in
Rent-A-Center's operating performance and credit metrics that has
occurred as a result of the implementation of its strategic
turnaround plan," stated Moody's retail Analyst, Mike Zuccaro. The
confirmation also reflects the termination of the acquisition
agreement with Vintage Rodeo Parent, LLC ("Vintage"), an affiliate
of private equity firm Vintage Capital Management, LLC ("Vintage
Capital"). The termination of the acquisition benefits
Rent-A-Center's credit profile because the acquisition would have
resulted in higher debt and leverage.

The developing outlook reflects Rent-A-Center's need to address its
looming debt maturities over the very near term and the related
potential for a downgrade should the Company be unable to address
these maturities. At the same time, the developing outlook
acknowledges Moody's expectation for further significant
improvement in Rent-A-Center's operating performance and credit
metrics over the coming year, which, should the Company extend its
near dated debt maturities, are supportive of a potential upgrade.
Last, the developing outlook acknowledges the high level of
uncertainty regarding the final outcome of litigation with
Vintage.

Ratings confirmed

  - Corporate Family Rating, B2

  - Probability of Default Rating, B2-PD

  - Senior Unsecured Notes, B3 (LGD4)

Rating unchanged:

  - Speculative Grade Liquidity Rating, SGL-3

Ratings assigned:

  - Senior Secured Credit Facility due December 31, 2019, Ba2
(LGD1)

Ratings withdrawn:

  - Senior Secured Credit Facility due March 19, 2019, Ba2 (LGD2)

Outlook action:

  - Changed to Developing from Rating Under Review

RATINGS RATIONALE

Rent-A-Center, Inc.'s B2 Corporate Family Rating is constrained by
increasing refinancing risk, and the need to further execute on its
strategic turnaround in order to better position itself to address
its looming debt maturities. The rating also reflects the Company's
moderate business risk associated with the rent-to-own industry
including a focus on cash and credit constrained consumers as well
as the potential impact from government legislation that may occur
from time to time.

Rent-A-Center benefits from its solid position in the consumer
rent-to-own industry, its historical track record of maintaining
relatively strong and stable debt protection measures, and balanced
financial policy that has included debt reduction. The Company's
operating performance and credit metrics have significantly
improved over the past year as a result of the implementation of
its strategic turnaround plans, which Moody's believes will lead to
further improvement in 2019. For the latest twelve month period
ended September 30, 2018, Moody's debt/EBITDA was around 4.7 times
and EBIT/Interest was 1.1 times, both significantly improved from
6.1 times and 0.5 times at the end of 2017. Despite the near term
expiration of its revolver, Rent-A-Center's liquidity is adequate,
due to Moody's expectation that balance sheet cash and strong,
positive free cash flow will be more than sufficient to support all
cash flow needs over the next twelve months.

Ratings could be downgraded if the Company is unable to address its
looming debt maturities over the very near term prior to its
November 15, 2020 bond maturity becoming current. An upgrade would
require the Company to improve its liquidity position by extending
its debt maturity profile while sustaining improvement in operating
performance and credit metrics, such that EBIT/Interest exceeded
1.5 times and lease-adjusted debt/EBITDAR approached 4.5x.

Rent-A-Center, Inc., with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
approximately 3,550 Company operated stores and kiosks located in
the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also
franchises approximately 250 rent-to-own stores that operate under
the "Rent-A-Center," "ColorTyme" and "RimTyme" banners. Revenue
exceeded $2.6 billion for the twelve month period ended September
30, 2018.

The principal methodology used in these ratings was Retail Industry
published in May 2018.
Moody's Investors Service confirmed Rent-A-Center, Inc.'s B2
Corporate Family Rating, B2-PD Probability of Default rating, and
B3 Senior Unsecured debt ratings. Rent-A-Center's SGL-3 Speculative
Grade Liquidity rating remains unchanged, and its ratings Outlook
was changed to Developing from Ratings Under Review. At the same
time, Moody's assigned a Ba2 rating to Rent-A-Center's $200 million
Secured Revolving Credit Facility due December 31, 2019, and
withdrew the ratings on the $350 million Secured Revolving Credit
Facility due March 19, 2019. This concludes the review for
downgrade that began on June 19, 2018.

"The confirmation reflects the significant improvement in
Rent-A-Center's operating performance and credit metrics that has
occurred as a result of the implementation of its strategic
turnaround plan," stated Moody's retail Analyst, Mike Zuccaro. The
confirmation also reflects the termination of the acquisition
agreement with Vintage Rodeo Parent, LLC ("Vintage"), an affiliate
of private equity firm Vintage Capital Management, LLC ("Vintage
Capital"). The termination of the acquisition benefits
Rent-A-Center's credit profile because the acquisition would have
resulted in higher debt and leverage.

The developing outlook reflects Rent-A-Center's need to address its
looming debt maturities over the very near term and the related
potential for a downgrade should the Company be unable to address
these maturities. At the same time, the developing outlook
acknowledges Moody's expectation for further significant
improvement in Rent-A-Center's operating performance and credit
metrics over the coming year, which, should the Company extend its
near dated debt maturities, are supportive of a potential upgrade.
Last, the developing outlook acknowledges the high level of
uncertainty regarding the final outcome of litigation with
Vintage.

Ratings confirmed

  - Corporate Family Rating, B2

  - Probability of Default Rating, B2-PD

  - Senior Unsecured Notes, B3 (LGD4)

Rating unchanged:

  - Speculative Grade Liquidity Rating, SGL-3

Ratings assigned:

  - Senior Secured Credit Facility due December 31, 2019, Ba2
(LGD1)

Ratings withdrawn:

  - Senior Secured Credit Facility due March 19, 2019, Ba2 (LGD2)

Outlook action:

  - Changed to Developing from Rating Under Review

RATINGS RATIONALE

Rent-A-Center, Inc.'s B2 Corporate Family Rating is constrained by
increasing refinancing risk, and the need to further execute on its
strategic turnaround in order to better position itself to address
its looming debt maturities. The rating also reflects the Company's
moderate business risk associated with the rent-to-own industry
including a focus on cash and credit constrained consumers as well
as the potential impact from government legislation that may occur
from time to time.

Rent-A-Center benefits from its solid position in the consumer
rent-to-own industry, its historical track record of maintaining
relatively strong and stable debt protection measures, and balanced
financial policy that has included debt reduction. The Company's
operating performance and credit metrics have significantly
improved over the past year as a result of the implementation of
its strategic turnaround plans, which Moody's believes will lead to
further improvement in 2019. For the latest twelve month period
ended September 30, 2018, Moody's debt/EBITDA was around 4.7 times
and EBIT/Interest was 1.1 times, both significantly improved from
6.1 times and 0.5 times at the end of 2017. Despite the near term
expiration of its revolver, Rent-A-Center's liquidity is adequate,
due to Moody's expectation that balance sheet cash and strong,
positive free cash flow will be more than sufficient to support all
cash flow needs over the next twelve months.

Ratings could be downgraded if the Company is unable to address its
looming debt maturities over the very near term prior to its
November 15, 2020 bond maturity becoming current. An upgrade would
require the Company to improve its liquidity position by extending
its debt maturity profile while sustaining improvement in operating
performance and credit metrics, such that EBIT/Interest exceeded
1.5 times and lease-adjusted debt/EBITDAR approached 4.5x.

Rent-A-Center, Inc., with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
approximately 3,550 Company operated stores and kiosks located in
the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also
franchises approximately 250 rent-to-own stores that operate under
the "Rent-A-Center," "ColorTyme" and "RimTyme" banners. Revenue
exceeded $2.6 billion for the twelve month period ended September
30, 2018.

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


RICHLAND FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richland Farms Partnership
        1229 190th Avenue
        Lake Benton, MN 56149

Business Description: Richland Farms Partnership is a privately
                      held company in the crop farming business.

Chapter 11 Petition Date: January 18, 2019

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Case No.: 19-30153

Judge: Hon. Katherine A. Constantine

Debtor's Counsel: Erik A. Ahlgren, Esq.
                  AHLGREN LAW OFFICE
                  220 W. Washington Ave, Suite 105
                  Fergus Falls, MN 56537
                  Tel: 218-998-2775
                  Email: erikahlgren@charter.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lisa Sixta, partner.

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

               http://bankrupt.com/misc/mnb19-30153.pdf


ROCKIN ARTWORK: Hendrix Creditors Seek Trustee Appointment
----------------------------------------------------------
Experience Hendrix, LLC, and Authentic Hendrix, LLC, Creditors of
Rockin Artwork, LLC, ask the U.S. Bankruptcy Court for the Central
District of California to appoint a chapter 11 trustee for the
Debtor, or convert the case to chapter 7 pursuant to Bankruptcy
Code Section 1112.

According to the Creditors, the time is ripe for the appointment of
a chapter 11 trustee to oversee the affairs of the Entity Debtors,
Rockin Artwork and Purple Haze Properties, LLC, considering the
Debtors’ fraudulent transfers, the undisclosed business entities,
the failure to file tax returns or pay taxes, the bags of cash,
sanctions, the spoliation of evidence, and the adverse inference
against the entity Debtors.

Further, the Creditors noted that the transactions involving the
Las Vegas Home and the Lake Sherwood Home undertaken by the
managing member of the Entity Debtors, Andrew Marc Pitsicalis,
constitute fraudulent transfers, an improper comingling of personal
and corporate assets, and breaches of his fiduciary duties to the
Entity Debtors.

Thus, the Creditors believed that since Pitsicalis orchestrated
fraudulent transfers, he has an obvious conflict-of-interest, which
is the reason to appoint a chapter 11 trustee.

Moreover, the Creditors requested that if the Court is not inclined
to appoint a chapter 11 trustee based on the evidence, then the
Chapter 11 cases are prime candidates for conversion to a chapter
7.

The Creditors are represented by:

     Charles E. Weir, Esq.
     Jason D. Strabo, Esq.
     Kate M. Hammond, Esq.
     McDERMOTT WILL & EMERY LLP
     2049 Century Park East, Suite 3800
     Los Angeles, CA 90067-3218
     Tel.: (310) 277-4110
     Fax: (310) 277-4730
     Emails: cweir@mwe.com
             jstrabo@mwe.com
             khammond@mwe.com

Based in Woodland Hills, California, Rockin Artwork, LLC, filed a
voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10051)
on January 9, 2018, and is represented by:

     David B Golubchik, Esq.
     Levene Neale Bender Yoo & Brill LLP
     Tel: 310-229-1234
     Email: dbg@lnbyb.com


RORA LLC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: RORA LLC
        7014 13th Avenue, Suite 202
        Brooklyn, NY 11228

Business Description: RORA LLC, a New York limited liability
                      company organized in March 2011, owns and
                      operates a parking garage located at
                      404 E. 79th Street, Manhattan, New York.

Chapter 11 Petition Date: January 21, 2019

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Case No.: 19-40354

Debtor's Counsel: Lawrence Morrison, Esq.
                  MORRISON TENENBAUM, PLLC
                  87 Walker Street Floor 2
                  New York, NY 10013
                  Tel: 212-620-0938
                  Email: lmorrison@m-t-law.com
                         info@m-t-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Litwin, manager.

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

          http://bankrupt.com/misc/nyeb19-40354.pdf


SENIOR CARE: DOJ Watchdog Names Martin Kalish as PCO
----------------------------------------------------
The United States Trustee for Region 6, William T. Neary, appoints
Martin I. Kalish, M.D., as the Patient Care Ombudsman for Senior
Care Centers, LLC.

The appointment was made pursuant to Fed. R. Bankr. P. 2007.2(c)
and the order of U.S. Bankruptcy Court for the Northern District of
Texas directing the U.S. Trustee to appoint a PCO for the Debtor,
dated December 31, 2018.

In a Verified Statement executed by Martin Kalish, he disclosed to
have no connections with the Debtor, its creditors, any party in
interest, their respective attorneys and accountants, the U.S.
Trustee or any persons employed in the Office of the U.S. Trustee.

Mr. Kalish can be reached at:

     Martin I. Kalish, M.D.
     QUALITY OF CARE, LLC
     The Newgate Tower
     5150 Tamiami Trail, North Suite 302
     Naples, FL 34103

            About Senior Care Centers

Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.

On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).

The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.


SENIOR CARE: PCO Seeks to Hire Nelson Mullins as Legal Counsel
--------------------------------------------------------------
Martin Kalish, the patient care ombudsman appointed in Senior Care
Centers, LLC's Chapter 11 case, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Nelson
Mullins Riley & Scarborough LLP as his legal counsel.

The firm will advise the ombudsman regarding the requirements of
the Bankruptcy Code; represent him in any proceeding where the
rights of patients may be litigated or affected as a result of the
bankruptcy cases of Senior Care Centers and its affiliates; and
provide other legal services related to the cases.

Nelson Mullins currently charges these hourly fees:

     Shareholders              $400 - $650
     Associates/Of Counsel     $275 - $375  
     Paralegals                $125 - $200

Frank Terzo, Esq., a partner at Nelson Mullins and the primary
attorney who will be handling the cases, charges $625 per hour.  He
will be assisted by Michael Lessne, Esq., and Michael Niles, Esq.,
who charge $425 per hour and $325 per hour, respectively.

Nelson Mullins has agreed to provide a 10% discount on the
aggregate fees billed.  The firm has not received a retainer.

Mr. Terzo disclosed in a court filing that the firm and its
attorneys are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Terzo disclosed in a court filing that the rate structure proposed
by the firm, considering the 10% discount on the aggregate fees
billed, is appropriate and is not significantly different from the
rates that it charges for comparable representations or the rates
of other comparably skilled professionals.

Mr. Terzo also disclosed that the hourly rates used by the firm in
representing the ombudsman have been reduced based on the
geographic location of the cases, and that the firm has not
represented any party in the Debtors' cases prior to the petition
date.

The ombudsman has already approved the firm's budget and staffing
plan for the period from the petition date through the first six
months of the ombudsman's employment, according to Mr. Terzo.

Nelson Mullins can be reached through:

     Frank P. Terzo, Esq.
     Nelson Mullins Riley & Scarborough LLP
     100 S.E. 3rd Avenue, Suite 2700
     Ft. Lauderdale, FL 33394
     Phone: (954) 764-7060  
     Email: Frank.Terzo@nelsonmullins.com

                     About Senior Care Centers

Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.

On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).

The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.

Martin I. Kalish, CEO of Quality of Care Solutions, LLC, was
appointed as patient care ombudsman.


SENIOR CARE: PCO Seeks to Hire Waller Lansden as Local Counsel
--------------------------------------------------------------
Martin Kalish, the patient care ombudsman appointed in Senior Care
Centers, LLC's Chapter 11 case, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Waller
Lansden Dortch & Davis, LLP.

The firm will serve as the ombudsman's local counsel in the
bankruptcy cases of Senior Care Centers and its affiliates.  The
services to be provided by the firm include advising the ombudsman
regarding the requirements of the Bankruptcy Code, and representing
him in any proceeding where the rights of patients may be litigated
or affected as a result of the Debtors' bankruptcy filing.

The hourly rates range from $255 to $655 for the firm's attorneys
and from $140 to $235 for paralegals.  

Morris Weiss, Esq., a partner at Waller Lansden and the primary
attorney who will be providing the services, charges an hourly fee
of $575.  His firm has not received a retainer.

Mr. Weiss disclosed in a court filing that the firm and its
attorneys are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Weiss disclosed in a court filing that the rate structure proposed
by the firm is appropriate and is not significantly different from
the rates that it charges for comparable representations or the
rates of other comparably skilled professionals.

Mr. Weiss also disclosed that no Waller Lansden professional has
varied his rate based on the geographic location of the Debtors'
cases.  The firm has not represented the ombudsman prior to the
petition date, according to the attorney.

Waller Lansden can be reached through:

     Morris D. Weiss, Esq.
     Waller Lansden Dortch & Davis, LLP
     100 Congress Ave., Suite
     1800 Austin, TX 78701
     Phone: (512) 685-6400
     Fax: (512) 685-6417
     Email: morris.weiss@wallerlaw.com

                     About Senior Care Centers

Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.

On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).

The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.

Martin I. Kalish, chief executive officer of Quality of Care
Solutions, LLC, was appointed as patient care ombudsman.


SMM INC: CFSB Seeks to Prohibit Cash Collateral Use
---------------------------------------------------
Community Financial Services Bank ("CFSB") asks the U.S. Bankruptcy
Court for the Western District of Kentucky to prohibit SMM, Inc.,
from using cash collateral, or in the alternative, terminate the
Automatic Stay and grant CFSB the right to take such further steps
as is necessary under applicable state law to enforce its security
interests.

CFSB holds a secured claim in the total approximate amount of
$286,204 as of the Petition Date, with interest, fees, and
attorneys' fees continuing to accrue. This claim is secured by a
second mortgage on three tracts of real property located at (i)
1002 North 32nd Street, Paducah, Kentucky; (ii) 859 Veterans
Avenue, Kevil, Kentucky; and (iii) 60 Nichols Avenue, Marion,
Kentucky. The mortgages grant CFSB a lien on all present and future
leases of the properties and all rents from the properties to
secure the payment of the indebtedness.

CFSB contends the Debtor's principal, Wayne McGee, has operated the
Debtor and the three operating companies as if they have no real
separate existence. The only potential income of the Debtor is the
rents derived from the Collateral, but this income is being
retained by the operating companies. Accordingly, CFSB asserts the
Debtor is grossly inadequately capitalized.

At Debtor's 341 hearing, Mr. McGee, testified to the following:

     (a) The Debtor's sole purpose is the ownership and operation
of three assisted living facilities in McCracken, Ballard and
Crittenden Counties, located on the real property which are the
subject of CFSB's mortgages.

     (b) The facility located in McCracken County was operated by
New Haven Assisted Living of Paducah, LLC. The facility is now
closed. The sole member of New Haven Assisted Living of Paducah,
LLC is Wayne McGee.

     (c) The facility located in Ballard County is operated by New
Haven Assisted Living of Kevil, LLC. The facility is partially
occupied. The sole member of New Haven Assisted Living of Kevil,
LLC is Wayne McGee.

     (e) The facility located in Crittenden County is operated by
New Haven Assisted Living of Marion, LLC. The facility is fully
occupied. The sole member of New Haven Assisted Living of Marion,
LLC is Wayne McGee.

     (f) There are no lease agreements between the operating
entities and the Debtor.

     (g) The debts of the Debtor, including the mortgage payments
owed to CFSB, are paid by the operating companies from the rents
derived from the Collateral. Additionally, the rents derived from
one facility are used to pay the expenses of the other operating
entities.

CFSB asserts the Debtor should not be allowed to claim that the
only cash collateral of the estate is whatever amount the operating
companies elect to pay to the Debtor given the failure to properly
capitalize the Debtor and the disregard of distinctions between the
Debtor and the operating companies. CFSB claims equity requires
that the rents paid by the tenants to the operating companies be
treated as assets of the Debtor and cash collateral of the estate.


Pursuant to 11 U.S.C. Section 363, the Debtor is not authorized to
use any of this collateral without prior authorization of the Court
or the consent of CFSB. CFSB believes the Debtor has not asked for
the Court's authority to use cash collateral, and CFSB does not
consent to the Debtor's use of cash collateral.

Attorneys for Community Financial Services Bank

        Phillip L. Little, Esq.
        McMurry & Livingston, PLLC
        P.O. Box 1700
        Paducah, KY 42002-1700
        Phone: (270) 443-6511

                          About SMM Inc.

SMM, Inc., is the fee simple owner of three assisted living
facilities in McCracken County, Ballard County, and Crittenden
County, Kentucky known as New Haven Assisted Living.  The
properties have a total appraised value of $2.3 million.

SMM sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Ky. Case No. 18-50737) on Nov. 15, 2018.  At the time
of the filing, the Debtor disclosed $2,275,000 in assets and
$1,296,170 in liabilities.  The case is assigned to Judge Alan C.
Stout.  The Debtor tapped Ryan R. Yates, Esq., at Yates Law Office.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


SORENSON MEDIA: Gets Final Nod on $10.4-Mil Loan, Cash Use
----------------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah has authorized Sorenson Media, Inc. (i) to borrow
up to a total committed amount of up to $10,428,108 or such larger
amount as is necessary to effectuate the Pre-Petition Debt Payoff
Up and (ii) to use cash collateral on a final basis.

The Debtor admits, that prior to the Petition Date, it incurred
indebtedness consisting of loans and other financial accommodations
from JLS Holdings, LLC.  As of Oct. 16, 2018, the Debtor was
obligated to pay JLS $21,988,000.  The Debtor granted security
interests and Liens to JLS pursuant to the Pre-Petition Financing
Agreements on all or substantially all of its assets and personal
property.

JLS has a security interest and Lien in Cash Collateral, including
on all amounts on deposit in the Debtor's banking, checking, or
other deposit accounts and all proceeds of the Pre-Petition
Collateral to secure the Pre-Petition Secured Debt, to the same
extent and order of priority as that which was held by JLS prior to
the filing of the Case.

The Debtor is authorized to use proceeds of the DIP Facility and
the Collateral (including, without limitation, the Cash Collateral)
consistent with the terms and conditions of the DIP Financing
Agreement and in accordance with the Budget, subject to any
variances thereto permitted under the terms and conditions of the
DIP Financing Agreement, solely for (a) working capital and general
corporate purposes, to the extent set forth in the Budget, (b)
payment of costs of administration of this Case, to the extent set
forth in the Budget, and (c) upon entry of the Final Order, the
Pre-Petition Debt Payoff in accordance with the DIP Financing
Agreement, which will constitute a roll-up under the DIP Financing
Agreement.

JLS is granted continuing, valid, binding, enforceable,
non-avoidable, and automatically perfected post-petition security
interests and New DIP Liens, senior and superior in priority to all
unsecured creditors of the Debtor's estate, upon and to all of the
Collateral, which, for the avoidance of doubt, will include all
real and personal property of the Debtor now owned or hereafter
acquired (excluding Avoidance Actions of the Debtor, but including
only the proceeds of Avoidance Actions brought pursuant to section
549 of  the Bankruptcy Code to recover any post-Petition Date
transfer of Collateral) and all other property of whatever kind and
nature, in each case, that is pledged as collateral under any
Security Document, the Financing Orders or any other order of the
Bankruptcy Court in these Cases, and all products and proceeds
thereof.

The New DIP Liens granted to JLS, are first, valid, prior,
perfected, unavoidable, and superior to any security, mortgage, or
collateral interest or Lien or claim to any of the Collateral,
subject only to: (a) the Carve-Out, (b) the Permitted Liens, and
(c) until entry of the Final Order, the liens held by JLS, in its
capacity as Pre-Petition Lender, in the Pre-Petition Collateral.
The New DIP Liens will secure all DIP Obligations (including, but
not limited to, the advances under the DIP Facility used to
effectuate the Pre-Petition Debt Payoff).

As adequate protection for the interest of JLS in the Pre-Petition
Collateral (including Cash Collateral) on account of the granting
of the New DIP Liens, the Debtor's use of Cash Collateral and other
decline in value arising out of the automatic stay or the Debtor's
use, sale, depreciation, or disposition of the Pre-Petition
Collateral, JLS will receive:  

      (a) additional and replacement security interests and Liens
in the Collateral, solely to the extent of the Pre-Petition
Diminution in Value of the interests of JLS in the Pre-Petition
Collateral, which replacement liens will be junior only to the
Carve-Out, and

      (b) upon the sale of any collateral pursuant to section 363
of the Bankruptcy Code, any such collateral will be sold free and
clear of any Permitted Liens, the Pre-Petition Liens and the
Replacement Liens, however, such Liens will attach to the proceeds
of any such sale in the order and priority as established by final
order of the Court.

JLS irrevocably will be repaid an amount equal to three times the
aggregate advances of Post-Petition Credit in full satisfaction and
cancellation of a like amount of its Pre-Petition Secured Debt from
the proceeds of the DIP Facility upon entry of the Final Order. In
connection with any sale of all or substantially all of the
Debtor's assets, the maximum amount of any credit bid that JLS
could assert in connection with any such sale is limited to the DIP
Obligations, constituting the sum of the Post-Petition Credit and
the Pre-Petition Debt Payoff. However,

      (a) if no timely Challenge is asserted to the Pre-Petition
Secured Debt prior to the Challenge Period Termination Date, then,
upon the occurrence of the Challenge Period Termination Date, the
balance of JLS's pre-petition secured debt, constituting the
difference between the Pre-Petition Secured Debt and the
Pre-Petition Debt Payoff will be valid, perfected and allowed as a
secured claim for all purposes in this case in accordance with 11
U.S.C. Section 506(b), and

      (b) if such a Challenge is made prior to the Challenge Period
Termination Date, then upon entry of a final order determining such
Challenge, the Remaining Pre-Petition Secured Debt would be valid,
perfected and allowed as a secured claim in this case to the extent
that such Challenge was not successful.

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

               http://bankrupt.com/misc/utb18-27740-263.pdf

                       About Sorenson Media

Founded in 1995, Sorenson Media, Inc. --
http://www.sorensonmedia.com/-- provides trusted solutions to the
television industry and is an innovator in driving the future of
television advertising, fusing the power and scale of linear TV
with the data and addressability of digital.  

Sorenson Media, Inc., filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr D. Utah Case No. 18-27740)
on Oct. 16, 2018.  In the petition signed by CEO Pat Nola, the
Debtor estimated $10 million to $50 million in assets and $100
million to $500 million in liabilities.  

Cohne Kinghorn, P.C., led by George B. Hofmann, is the Debtor's
counsel.  The law firm Honigman Miller Schwartz and Cohn LLP is
serving as special corporate, intellectual property, litigation,
and commercial law counsel.


SOVRANO LLC: Seeks Authority to Use Equity Bank Cash Collateral
---------------------------------------------------------------
Sovrano, LLC, Mr. Gatti's, LP, Gatti's Great Pizza, Inc., Gigi's
Cupcakes, LLC and Gigi's Operating, LLC file a joint emergency
motion asking the U.S. Bankruptcy Court for the Northern District
of Texas for authority to use the cash collateral of Equity Bank on
an interim basis in accordance with the budget.

The proposed budget provides total cash expenditures $2,870,234 for
Sovrano, LLC and $1,212,328 for Gigi's Cupcakes, LLC during the
period of week ending Jan. 6, 2019 through week ending March 31,
2019.

The Debtors need to use cash collateral to pay payroll and other
operating expenses. The cash collateral that Debtors propose to
spend in the Budget will be in an amount necessary to prevent the
Debtors from suffering immediate and irreparable harm.

Prior to the Petition Date, certain of the Debtors granted
prepetition liens and security interest to Equity Bank, including
cash collateral, pursuant to (i) that certain Term Loan Agreement
and Term Note in the amount of $20,250,000, by and between Equity
Bank, as lender, and Sovrano and Mr. Gatti's, LP, as borrowers; and
(ii) that certain Term Loan Agreement and Term Note in the amount
of $9,250,000, by and between Equity Bank, as lender and Gigi's
Cupcakes, LLC and Gigi's Operating, LLC, as borrowers. To secure
each of the Equity Bank Loan Documents, each respective Debtor
granted Equity Bank security interests in personal property as
defined in the security agreements between Equity Bank and each
Debtor, including certain cash collateral.

In addition, certain of the Debtors also entered into loan
agreements and security agreements with Happy State Bank in the
amount of $340,000 and JP Morgan Chase Bank, N.A. in the maximum
amount of $2,500,000, with respect to certain equipment loans,
secured by certain property and equipment.

As adequate protection for the use of cash collateral, Equity Bank
will be granted continuing, valid, automatically perfected
nonavoidable and enforceable replacement liens, in and upon all of
the assets (and proceeds thereof) of the Debtors described in the
Credit Agreement and the other loan documents including but not
limited to, accounts receivable, and Cash Collateral, whether such
property (or proceeds thereof) was owned on the Petition Date or
acquired by any Debtor after the Petition Date (excluding all
causes of action under chapter 5 of the Bankruptcy Code. The
Replacement Liens:

      (a) are in addition to the Pre-Petition Liens;

      (b) are and will be valid, perfected, enforceable, and
effective as of the date of the entry of the Interim Order without
further action by the Debtors or Equity Bank, and without the
necessity of the execution, filing, or recordation of any financing
statements, security agreements, mortgages, or other documents;

      (c) will secure the payment of indebtedness to Equity Bank to
the fullest extent of the law, of the Cash Collateral and any other
Pre-Petition Collateral;

      (d) except for ad valorem property taxes, will not hereafter
be subordinated to or made pari passu with any other lien or
security interest arising after the Petition Date under Bankruptcy
Code section 364(d) or otherwise, absent the consent of Equity
Bank; and

      (e) will have the same priority as existed on the Petition
Date.

In addition, Equity Bank will be granted, to the extent provided by
Section 507(b) of the Bankruptcy Code, an allowed superpriority
administrative expense claim in each Debtor’s Case and any
Successor Cases, subject to the Carve-Out.

The Carve-Out consists of an amount equal to the sum of (a) all
fees required to be paid to the clerk of the Court or any claims
and noticing agent acting in such capacity and to the Office of the
U.S. Trustee under section 1930(a)(6) of title 28 of the United
States Code and (b) allowed claims for unpaid fees, costs, and
expenses of the Debtors' professional fees to include Cash
Collateral in the amount of: (i) $300,000 subject to Court approval
for fees and expenses incurred by counsel for the Debtor (Kelly
Hart LLP) and its restructuring advisor (CR3 Partners LLC).

During the period of cash collateral use, the Debtor will also:

      (a) timely provide Equity Bank, the Committee, if appointed,
and the U.S. Trustee with (i) a current accounts receivable ledger,
a current accounts payable ledger, a monthly Reconciliation Report
and monthly financial statements; (ii) all documents and
information submitted by Debtors to the U.S. Trustee; and (iii)
such other information pertaining to each Debtor's operations,
financial affairs, and the Pre-Petition Collateral.

      (b) permit Equity Bank, respectively, reasonable access to
the Pre-Petition Collateral and each Debtor’s books and records
to conduct inspections and audits.

The Debtors' right to use Cash Collateral on a consensual basis
will terminate on the earliest of the following: (a) consummation
of a plan of reorganization; (b) February 6, 2019, if the Final
Order has not been entered by the Court on or before such date or
such later date as Equity Bank may agree; or (c) in the event of a
federal government shut-down which causes the unavailability of
courts, two weeks from the end of such shut-down; or (d) upon
written notice by Equity Bank to the Debtors after the occurrence
and continuance of any Events of Default beyond any applicable
grace period.

A full-text copy of the Debtors' Joint Motion is available at

          http://bankrupt.com/misc/txnb19-40067-6.pdf

                       About Sovrano LLC

Sovrano, LLC, is a private equity group specializing in lower
middle-market investments. The Company invests in the food services
or restaurant industry.  In 2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969.  Sovrano, LLC is based in Fort Worth,
Texas.  

Gatti's restaurants are family-oriented pizza restaurants and
entertainment facilities. Gatti's operates restaurants and offers
franchise opportunities for its Mr. Gatti's buffet style
restaurants. Gigi's stores are bakery shops offering a variety of
upscale cupcakes baked onsite, prepared and packaged specifically
for delivery, take-out and onsite consumption.

On Jan. 4, 2019, Sovrano, LLC (Lead Case) and its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case
No. 19-40067).  Joint administration of these cases has been
requested.  In the petition signed by Kyle C. Mann, vice chairman,
the Debtor estimated assets of $10 million to $50 million and
liabilities of the same range.  The Debtors tapped Kelly Hart &
Hallman LLP as bankruptcy counsel.


SPECTRUM PROPERTY: Judicial Determination Sought on PCO Appointment
-------------------------------------------------------------------
The Clerk's Office requests the U.S. Bankruptcy Court for the
Eastern District of New York to determine whether pursuant to 11
U.S.C. Sec. 333 a patient care ombudsman should be appointed for
Spectrum Property Management LLC.

The Clerk noted that a judicial determination is needed because the
case, based on the petition filed on January 13, 2019, indicates
that the Debtor is a "Health Care Business" as selected in its
nature of business.

Based in Staten Island, New York, Spectrum Property Management LLC
filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No.
19-40215) on January 13, 2019, and is represented by:

     Charles Wertman, Esq.
     Law Offices Of Charles Wertman P.C.
     Tel: 515-359-1334
     Email: cwertmanlaw@gmail.com


ST. JUDE NURSING: Livonia SNF Buying All Assets for $975K
---------------------------------------------------------
St. Jude Nursing Center, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Michigan to authorize the private sale of
all assets to Livonia SNF Operating, LLC, for $975,000.

Prior to the Petition Date, these parties, to the best of the
Debtor's knowledge, hold liens on, or have otherwise asserted a
secured claim against, assets of the Debtor:

     a) Ability Insurance Co: Ability has asserted it holds a
validly recorded mortgage by way of various assignments, against
Debtor's real property located at 34350 Ann Arbor Trail, Livonia,
Michigan ("Real Property").  It has asserted it is owed in excess
of $3.0 million dollars with respect to the Ability Mortgage;
however, the Debtor disputes the value of the Ability Claim.  The
Debtor asserts the Ability Mortgage and any other asserted liens or
claims extend, at the most, only to the Real Property.  Ability has
no secured interest in any other assets of the Debtor, other than
the Real Property.

     b) Wayne County, Michigan: Wayne County holds a first priority
lien against the Real Property on account of unpaid real property
taxes owed by the Debtor in the approximate amount of $422,000.
The Debtor asserts the Wayne County Liens extend only to the Real
Property.

     c) Slavik Enterprises, LLC: Slavikasserts it holds a first
priority all asset lien against the Debtor's personal, non-real
estate, assets in the approximate amount of $552,715.  The Slavik
Claim is also secured by a second priority mortgage against the
Real Property (subject to the liens of Wayne County and Ability).

     d) Internal Revenue Service: The IRS holds a second priority
lien solely against the Debtor's personal, non-real estate, assets
in the approximate amount of $256,481.

     e) Schafer & Weiner, PLLC: S&W has asserted it may hold a
secured claim by way of an actual or participatory interest in the
secured Slavik Claim in the case.  The Debtor takes no position
with respect to the validity of S&W's claims for purposes of the
Motion.

But for the parties identified, the Debtor believes no other party
in interest has or has asserted a secured claim against any
property or interests of the Debtor.

Given the substantially compressed time constraints, in order to
maximize the value of the Debtor's assets for the benefit of the
Secured Creditors (as well as all other interested parties), the
Debtor believes moving forward with a private sale to Livonia SNF
and the assumption and assignment of the CMS contract is in the
best interests of the estate, as well as for the continuity of care
for each of its resident patients.

The Debtor's primary stakeholders, including at least one of its
principal Secured Creditors, Slavik Enterprises, LLC, have
generally favored and supported a sale of the Debtor, in whole or
in part, throughout these bankruptcy cases.  To that end, the sale
to Livonia SNF will be free and clear of all liens, claims,
encumbrances and interests.

As a result of their negotiations, the Debtor has come to an
agreement on the Asset Purchase and Sale Agreement with Livonia
SNF, which is conditioned, among other things, upon approval of the
Court.  

The material terms of the APA are:

     a. Purchase Price; Deposit. The Purchase Price for the Sale
Assets will be $975,000, payable in immediately available funds on
the Closing Date.  Livonia SNF will place a $125,000 deposit into
escrow with the Debtor's counsel not later than 60 days after
receipt of its requested certificate of need by Livonia SNF, which
Deposit will be applied against the Purchase Price on the Closing
Date.

     b. The Sale Assets will consist solely of the Debtor's rights
and interests to its licenses and permits used by and necessary for
the operation of the skilled nursing facility

The Debtor submits that the proposed Sale Transaction is in the
best interests of its estate inasmuch as the Sale Transaction
represents an efficient, prudent and necessary means for the
monetization of its most valuable asset.  Further, it asserts that
conducting a formal marketing process and auction under the facts
and circumstances of this chapter 11 case for this type of asset,
particularly in light of the operational licensing and time
constraints of the Debtor, would be severely detrimental to its
creditors, as well as resident care.  A public auction is also
unnecessary because the proposed Sales Transaction will add
substantial value to the Debtor's estate.

By the Motion, the Debtor asks to assume the provider agreement it
maintains with CMS and assign such agreement to Livonia SNF as of
the Closing Date.  To the extent of any monetary defaults
associated with the CMS Agreement, the Debtor will cure monetary
defaults as of the Closing Date.  CMS will be provided due and
proper notice of this Motion with the opportunity to object to the
proposed assignment of the CMS Agreement to Livonia SNF.

Pursuant to Bankruptcy Rule 6004(h) and 6006(d), an order
authorizing the sale of property and assignment of contracts is
stayed for 14 days after the entry of the order unless the Court
orders otherwise.  The Debtor requests that the Court orders that
such stay not apply with respect to the Sale Transaction.

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

      http://bankrupt.com/misc/St_Jude_Nursing_77_Sales.pdf

                    About St. Jude Nursing

St. Jude Nursing Center is a privately owned and licensed long-term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150.  The Facility consists of 64 licensed beds, located
within the Debtor-owned facility.  The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).

St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan.  In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets, and $1 million to $10 million in
liabilities as of the bankruptcy filing.


STANLEY SWAIN'S: Seeks Authorization on Cash Collateral Use
-----------------------------------------------------------
Stanley Swain's, Inc., seeks authority from the U.S. Bankruptcy
Court from the Central District of California to use cash
collateral on an interim basis under a budget and on a final basis
in the ordinary course of business.

The Debtor requires the use of cash collateral to operate its
business, to pay employees, to pay rent and other expenses.  The
Debtor asserts that without the use of cash collateral, it will be
unable to remain in business and its reputation in the industry
will be severely harmed.

The Debtor also requests that it be permitted to vary from the
proposed budget by as much as 20% in any one category where the
projected spending is under $1,000 and vary from the proposed
budget by as much as 15% as to any other category.

The Debtor mentions that its Secured Creditors are: (a) David
Tilem, pursuant to a judgment lien in the approximate amount of
$186,525, and the Debtor believes that the amount owed is closer to
$89,000 (per the balance sheet) but understand that Mr. Tilem
believes the claim amount to be approximately $125,000; and (b) On
Deck, pursuant to that certain 2017 Loan for which the Debtor
believes $55,889 is owed and a 2018 Line of Credit as to which the
Debtor believes $41,487 is owed.

The Debtor claims that the Secured Creditors' security interest is
protected for at least the following reasons:

      (a) The value of the Debtor's assets.

      (b) The Debtor will continue to operate the business and
maintain and service the assets.

      (c) Operating the business creates additional revenues.

      (d) All assets are adequately insured.

      (e) Providing replacements lien to Secured Creditors to the
extent its prepetition lien attached to Debtor's property
prepetition and with the same validity, priority, and description
of collateral.  To be clear, if there is a defect in a security
interest prepetition, that same defect would apply postpetition.

      (f) The Court may order Debtor at the interim hearing or at a
final hearing to make adequate protection payments.  The Debtor,
however, does not propose to make adequate protection payments at
least for a few months so that it can start to get its finances on
a firmer basis.

A full-text copy of the Debtor's Motion is available at

            http://bankrupt.com/misc/cacb19-10073-7.pdf

                      About Stanley Swain's

Stanley Swain's, Inc. -- http://www.swainsart.com/-- owns a retail
art supply store and was founded by Stanley Swain in 1949.  The
Company offers airbrushes, animation supplies, boards, bookmaking
supplies, brushes, calligraphy supplies, canvas & painting
surfaces, cutting tools, tables & chairs, easels, gold leafing
supplies, journals and blank books, lamps & magnifying lamps and
more.  Swain's caters to its art supply customers in Glendale,
Burbank Pasadena, and Los Angeles.

The Company previously sought bankruptcy protection (Bankr. C.D.
Cal. Case No. 13-26241) on June 21, 2013.  The prior case ended
with a confirmed Plan but the Plan did not solve the problems
Swain's faced and still faces.  Swain's paid off much of the debt,
probably over $1 million in debt through the prior plan.  Much or
most of the old debt has been paid and Swain's has considerable new
debt in its place.

Swain's again sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 19-10073) on Jan. 4, 2019.  In the petition signed by Karl John
Wiest, president, the Debtor disclosed $615,033 in total assets and
$1,529,065 in total liabilities.  The case is assigned to Judge
Julia W. Brand.  The Fox Law Corporation, Inc., serves as Debtor's
counsel.  


STANLEY SWAIN'S: Seeks to Hire Fox Law as Legal Counsel
-------------------------------------------------------
Stanley Swain's Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire The Fox Law
Corporation, Inc. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in connection with the
collection, refinancing or sale of its assets; examine claims;
assist in the preparation of a plan of reorganization; and provide
other legal services related to its Chapter 11 case.

Fox Law will charge these hourly fees:

     Principal            $475
     Associate        $250 - $450
     Law Clerk            $125
     Paralegal            $125

The Debtor paid $60,000 to the firm as a retainer and for the
filing fee of $1,717.

Steven Fox, Esq., principal of Fox Law, disclosed in a court filing
that he and the employees of his firm are "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Steven R. Fox, Esq.
     The Fox Law Corporation, Inc.
     17835 Ventura Blvd., Suite 306
     Encino, CA 91316
     Phone: (818)774-3545
     Fax: (818)774-3707
     Email: srfox@foxlaw.com

                    About Stanley Swain's Inc.

Stanley Swain's, Inc. -- http://www.swainsart.com-- owns a retail
art supply store and was founded by Stanley Swain in 1949.

It previously sought bankruptcy protection (Bankr. C.D. Cal. Case
No. 13-26241) on June 21, 2013.

Stanley Swain's sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10073) on Jan. 4,
2019.  At the time of the filing, the Debtor disclosed $615,033 in
assets and $1,529,065 in liabilities.  The case is assigned to
Judge Julia W. Brand.  The Fox Law Corporation, Inc., is the
Debtor's legal counsel.





STRAIGHT TRIANGLE: Unsecureds to Get Full Payment in 60 Months
--------------------------------------------------------------
Straight Triangle Trucking, LLC, filed a Chapter 11 plan and
accompanying disclosure statement.

Class 7 consists of all creditors that have an allowed impaired
unsecured claim, including including the unsecured non-priority
claim of the Georgia Department of Revenue in the amount of $205.03
and contained in Claim Number 1; Comdata Mastercard; CRST Malone;
Everest Business Funding, LLC; Paramount Logistics; S & E
Commercial Tire; T-Mobile; West GA Trailer Services; Yellowstone
Capital LLC; and Atlas Acquisitions, LLC. The Debtor will pay these
claims in full within sixty (60) months from the effective date of
the Plan as funds become available.

Class 2 consists of the allowed impaired secured claim held by ENGS
that is secured by a first priority lien in the debtor's 2016
Freightliner Cascadia truck. The claim shall be in the amount of
$130,000.00, based upon the value of the collateral. The debtor
shall pay this claim by paying forty-eight (48) monthly payments in
the amount of $2,993.81, commencing on the effective date of the
Plan, and continuing at the rate of $2,993.81 monthly thereafter
until paid in full.

Class 3 consists of the allowed impaired unsecured priority claim
of the Georgia Department of Revenue in the amount of $1,953.95.
The debtor shall pay this claim in full on the effective date of
the Plan.

Class 4 consists of the allowed impaired unsecured priority claim
of the Internal Revenue Service in the amount of $275.00. The
debtor shall pay this claim in full on the effective date of the
Plan.

Class 5 consists of the allowed impaired secured claim of Go
Capital. Said claim is secured by the debtor’s 53’ Snyder Great
Dane Trailer. Debtor shall pay this claim as fully secured, in the
amount file of $4,066.94, by making twenty-four (24) monthly
payments in the amount of $178.42 commencing on the effective date
of the Plan, and continuing at the rate of $178.42 each month
thereafter until paid in full.

Class 6 consists of the allowed impaired unsecured claim of ENGS in
the amount of $32,085.74. Said claim shall be paid without
interest. This claim shall be paid in monthly installments of
$2,993.81 commencing the first (1st) day of the month immediately
following the month in which the last payment to Class 2 comes due
as pursuant to the Debtor’s Plan of Reorganization

The debtor shows that he has sufficient work to generate enough
revenue going forward to fund his Plan of Reorganization. The
debtor does not anticipate a decline in income from its current
amounts. The debtor asserts that his Plan of reorganization is
feasible.

A full-text copy of the Disclosure Statement dated December 31,
2018, is available at https://tinyurl.com/ycwqlu8x from
PacerMonitor.com at no charge.

                 About Straight Triangle Trucking

Straight Triangle Trucking, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50866) on May
7, 2018.  In the petition signed by Terrence D. Blige, managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.


SUNEDISON INC: Bid to Move Enercon Suit to Bankr. S.D.N.Y. Nixed
----------------------------------------------------------------
District Judge George Z. Singal denied the Defendant's motion to
transfer the case captioned ENERCON, Plaintiff, v. FLEXTRONICS
INTERNATIONAL USA INC., Defendant, No. 2:18-cv-00258-GZS (D. Me.)
to the Southern District of New York for referral to that
District's Bankruptcy Division.

Under 28 U.S.C. sectopm 1404(a), a district court may "[f]or the
convenience of parties and witnesses, in the interest of justice .
. . transfer any civil action to any other district or division
where it might have been brought." This statute "is intended to
place discretion in the district court to adjudicate motions for
transfer according to an 'individualized, case-by-case
consideration of convenience and fairness.'" In the exercise of
that discretion, courts in the First Circuit consider not only "the
convenience of parties and witnesses," but also "the availability
of documents; the possibility of consolidation; and the order in
which the district court obtained jurisdiction."

Flextronics primarily contends that the interest of justice factor
weighs so strongly in favor of litigating this case in the Southern
District of New York, that transfer is warranted. Specifically, it
argues that the Bankruptcy Court is better suited to handle this
case since the adjudicator will need to both interpret the Sale
Order and resolve related bankruptcy questions. However, upon
consideration of every relevant factor, the Court concludes that
Flextronics' showing is insufficient to overcome the presumption in
favor of Enercon's choice of forum.

Initially, the Court determines that the convenience of the parties
factor militates against transfer. Whereas Enercon is a Maine-based
company that would clearly be inconvenienced by litigation outside
of its home forum, Flextronics is a California based company for
whom Maine and New York are comparably accessible. On balance,
Maine is thus a more convenient forum for the parties. Even if the
Court accepted Flextronics' general assertion that Maine is more
inconvenient for it than New York, this factor would still weigh
against transfer.

Next, the convenience of the witnesses factor detracts from
Flextronics' cause. Despite its burden to do so, Flextronics has
failed to identify any witnesses or describe their potential
testimony. Instead, it makes the self-serving assertion that New
York "must be" a convenient forum for the non-party witnesses due
to the bankruptcy proceedings. This is the type of bald claim that
weighs against transfer.

By contrast, Flextronics presents a stronger case with respect to
the "interest of justice" factor. There is no question that the
Bankruptcy Court is in a better position to interpret its Sale
Order, greatly incentivizing transfer. However, two points temper
the strength of that proposition. First, the efficiency of this
District's docket leaves the Court unpersuaded that transfer would
produce a quicker adjudication on the merits. Second, although the
Bankruptcy Court is better placed to do so, this Court is still
qualified to interpret the Sale Order and resolve related
bankruptcy issues. With these considerations in mind, Flextronics'
showing on this factor fails to shift the overall balance enough to
meet its heavy burden.

A copy of the Court's Order dated Dec. 21, 2018 is available at
https://bit.ly/2DdFFC0 from Leagle.com.

ENERCON, Plaintiff, represented by DANIEL L. CUMMINGS --
dcummings@nhdlaw.com -- NORMAN, HANSON & DETROY.

FLEXTRONICS INTERNATIONAL USA INC, Defendant, represented by JOHN
F. LAMBERT, Jr. -- jlambert@lambertcoffin.com -- LAMBERT COFFIN.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors tapped Ernst & Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq., at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.

                           *    *    *

On March 28, 2017, the Debtors filed their Plan of Reorganization
and related Disclosure Statement.  The Disclosure Statement was
approved on June 13, 2017.  Judge Stuart Bernstein subsequently
confirmed the Debtors' Second Amended Joint Plan of Reorganization
on July 28, 2017.


SUNPLAY POOLS: Wants to Continue Cash Collateral Use Until July 31
------------------------------------------------------------------
SunPlay Pools and Spas Superstore, Inc., requests the U.S.
Bankruptcy Court for the District of Utah to authorizing Debtor's
use of cash collateral on a final basis per the proposed budget
through the proposed period, July 31, 2019.

The Debtor believes following entities claim, or may claim, an
interest in the Debtor's security interests in monies, receivables
and/or inventory, located in Ogden, Utah:

      (1) GE Commercial Distribution: provides the flooring for the
hot tubs that the Debtor stocks. The loan was bought by Wells Fargo
Commercial Distribution Finance, LLC. On Oct. 25, 2018, Wells Fargo
filed proof of claim in the Case, asserting an outstanding loan
balance of approximately $70,916.

      (2) American Express: the Debtor believes that the present
amount owed to a certain term loan with American Express is $0.00.


      (3) JPMorgan Chase: the Debtor believes that the present
amount owed to a SBA guaranteed loan with this creditor is
approximately $356,740.

      (4) JPMorgan Chase: the Debtor believes that the present
amount owed to the line of credit with this creditor is
approximately $50,740.

      (5) American Express: the Debtor believes that the present
amount owed to a term loan with this creditor is approximately
$229,278.

      (7) PoolFX Supply (aka Pool Corp): The Debtor believes that
the present amount owed to this creditor is $679,000 [per the
amount stated in the complaint against the Debtor filed by Pool
Corp].

The Debtor asserts that the Secured Creditors are afforded adequate
protection of their claim in many ways, among others:

      (a) The value of the assets.

      (b) Continuing to operate the business and maintaining and
servicing the assets.

      (c) Operating the business creates additional revenues.

      (d) All assets are adequately insured.

      (e) Providing replacements lien to entities to the extent
their prepetition liens attached to property of the Debtor
prepetition and with the same validity, priority, and description
of collateral.  To be clear, if there is a defect in a security
interest prepetition, that same defect would apply postpetition.

      (f) As to Well Fargo and the hot tubs, since the date the
Court terminated the stay, the Debtor and Wells Fargo negotiated an
arrangement under which the Debtor has continued to sell the hot
tubs and remit the balance owed for each hot tub to Wells Fargo.
The Debtor has sold two hot tubs and the Debtor has remitted
$17,000 to Wells Fargo on account of the first two sales. The
Debtor is selling a third hot tub this week and will remit
additional monies shortly to Wells Fargo.

A full-text copy of the Debtor's Motion is available at

             http://bankrupt.com/misc/utb18-27417-114.pdf

                   About SunPlay Pools and Spas
                        Superstore Inc.

Founded in 1967, SunPlay Pools and Spas Superstore, Inc. --
https://www.sunplay.com/ -- operates a retail store offering pool
and spa supplies, equipment, chemicals, parts and services.  It has
been transitioning to serve customers everywhere via its online
sales department at Sunplay.com and HotTubWarehouse.com.

SunPlay Pools and Spas Superstore sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on
Oct. 4, 2018.  In the petition signed by John A. Olson, president,
the Debtor disclosed $692,093 in assets and $2,571,463 in
liabilities.  Judge Joel T. Marker oversees the case.  The Debtor
tapped The Fox Law Corporation as its lead bankruptcy counsel; and
Cohne Kinghorn, PC, as its local bankruptcy counsel.


TAG MOBILE: Trustee Seeks to Hire Fletcher as Special Counsel
-------------------------------------------------------------
Robert Yaquinto Jr., the Chapter 11 trustee for TAG Mobile, LLC,
seeks authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Fletcher, Heald & Hildreth, P.L.C. as
special counsel.

The firm will advise the trustee regarding the sale or transfer of
the Debtor's telecommunications carrier certificates, international
authorization under section 214 of the Communications Act and other
business assets; and give legal advice regarding statutory and
regulatory compliance needed for such sale or transfer.

FHH will charge these hourly fees:

     James Troup                            $500
     Tony Lee                               $500
     Cheng-yi Liu                           $500
     Other member attorneys         $500 to $625
     Counsel                        $400 to $500
     Associate Attorneys            $250 to $380
     Paralegals                             $225

Tony Lee, Esq., member of Fletcher, Heald & Hildreth, P.L.C.,
attests that his firm is a "disinterested person" as defined in
Sec. 101(14) of the Bankruptcy Code.

                          About TAG Mobile

Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.

On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791).

Judge Stacey G. Jernigan presides over the case.

The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 11, 2018.  The committee tapped Nicoud
Law as its legal counsel.

Robert Yaquinto Jr. was appointed as the Debtor's Chapter 11
trustee.  The trustee tapped Forshey & Prostok LLP as his legal
counsel.


TEAM HEALTH: Fitch Affirms B- IDR & Alters Outlook to Negative
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Team Health Holdings,
Inc., including the Issuer Default Rating, at 'B-'. The ratings
apply to $3.7 billion of debt at Sept. 30, 2018. The Rating Outlook
is revised to Negative from Stable. The main driver of the revision
in the Outlook is persistent secular headwinds to growth in the
legacy Team Health staffing business, particularly in emergency
department services.

KEY RATING DRIVERS

High Financial Leverage: Team Health has high financial leverage,
driven by a leveraged buyout of the business in early 2017 and a
historically acquisitive posture. Fitch-calculated leverage at
Sept. 30, 2018 was 10.0x and was affected by a $47.5 million
non-cash charge related to income statement provision for bad debt
expense in 4Q17. Fitch believes Team Health's leverage normalized
for that item is about 8.8x versus 8.3x at the end of 2017. The
increase in leverage is the combined result of debt issued to fund
acquisitions during 2018, and a 3% decline in LTM EBITDA due to a
soft volume environment weighing on margins in the legacy Team
Health business and operational issues hampering the IPC Healthcare
business.

Most FCF to M&A: Cash generation is expected to be decent for the
'B-' rating category, with FFO fixed charge coverage sustained
above 1.6x through the forecast period and a FCF margin of near 3%.
Low working capital and capital spending requirements and the
expectation of no dividend payments in the near-term will support
this relatively strong FCF. The level of FCF should be sufficient
to drive some deleveraging through debt pay down in excess of
required amortization on the company's term loans. However, the
company stepped up M&A activity in 2018 and Fitch believes
acquisitions may continue to be the priority for capital
deployment, especially if a weak organic growth environment
persists.

Leading Position in Physician Staffing: Team Health is one of only
a handful of national providers of outsourced healthcare staffing,
providing scale and scope for contracting with consolidating acute
care hospital systems and commercial health insurers. Leading scale
affords good growth opportunities, both organic and inorganic in
nature. Nearly all of Team Health's revenues are sourced from
contracted physician and other healthcare services. Concentration
is heaviest in emergency department (ED) staffing services and ED
volumes were soft across the acute care hospital and physician
staffing segments in 2017-2018. Given the challenges inherent in
rapidly adjusting staffing levels, this weighed on Team Health's
margins and cash generation.

Secular Headwinds to ED Patient Volumes: There are many factors
contributing to weak hospital ED volumes, including growth in
alternate sites of care in many markets (i.e. free-standing EDs);
changes in commercial health insurance plans that increase the
patient's financial responsibility for ED care (i.e. high
deductible health plans); and some commercial insurers introducing
stricter limitations on use of EDs for care (i.e. more stringent
pre-authorization requirements). These trends will necessarily
level off at some point, since a certain volume of patients will
always require care in the ED. In fact, growth in high deductible
health plans appears to be levelling off in recent years. However,
it is difficult to predict how persistent these growth headwinds
will be in the legacy Team Health business and this is the key
factor driving the Negative Rating Outlook.

Continued Challenges in IPC Segment: Team Health more than doubled
leverage in late 2015 to fund the acquisition of IPC, a national
provider of outsourced acute care hospitalist and post-acute care
providers. Longer term, the IPC combination has strategic merit
because it lessens concentration in areas that are facing secular
headwinds to patient volumes, like the ED. However, issues with
physician retention and contract losses have been a persistent
issue since the acquisition. The company is currently working on
various solutions to address these issues, but this has yet to
manifest in improved organic growth in the segment.

DERIVATION SUMMARY

Team Health's 'B-' rating reflects the company's high financial
leverage, secular headwinds to growth in emergency department
patient volumes, and lingering challenges integrating a large
acquisition in the hospitalist and post-acute care service lines
that dates back to 2015. Team Health's credit profile benefits from
good depth and competitive scale relative to peers Mednax (not
rated), and Envision Healthcare Corp's EmCare segment (not rated)
in service lines where physician staffing companies have a large
presence, including emergency medicine and anesthesia. The
financial profiles of Team Health and some of its peers reflect
recent private equity investment in the physician staffing segment.
Team Health is owned by Blackstone following a 2017 leveraged
buyout, and Envision was recently purchased by KKR.

KEY ASSUMPTIONS

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

  - Revenue CAGR of 0.2% from 2018-2021 reflects a loss of revenue
due to the sale of the company's medical scribe staffing business
in 4Q18, and organic revenue growth of about 1%. This reflects an
expectation of low-single-digit growth in the hospital based
segment, offset by continued declines in the IPC segment.

  - EBITDA margin of 9% through the forecast period due to
assumption of some recovery in organic volume growth in the
hospital based segment partly offset by continued IPC segment
weakness.

  - FCF (cash from operations less maintenance capex) margin of
2.5%-3% through the forecast period.

  - Capital intensity of less 1%, and working capital in-line with
historical levels.

RATING SENSITIVITIES

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

  - An expectation that gross debt/EBITDA after dividends to
associates and minorities will be sustained below 7.0x

  - FFO fixed charge coverage of at least 2x.

  - Profit margin stabilization evidencing that the company has
successfully addressed IPC's physician attrition and stemmed
contract losses.

  - An improvement in weak organic trends in the hospital based
segment.

  - Generation of consistently positive FCF, with FCF margin of at
least 1%-2%.

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

  - An expectation that gross debt/EBITDA after dividends to
associates and minorities will be durably above 8.0x.

  - FFO fixed charge coverage below 1.5x.

  - A FCF deficit that requires incremental debt funding.

  - Continued issues with IPC contract losses.

  - An acceleration of weak organic operating trends in the
hospital based segment resulting in continued deterioration in
margins.

LIQUIDITY

Adequate Source of Liquidity: Sources of liquidity, including cash
on hand and a $400 million cash flow revolver with no balance
outstanding at Sept. 30, 2018, provide adequate internal liquidity
for day-to-day operational needs.

Positive FCF in 2018: 2017 FCF was depressed by transaction and
financing costs associated with the Blackstone acquisition as well
as a $60 million settlement payment related to legacy IPC
litigation from the period before Team Health acquired the company.
Fitch expects FCF to remain positive without the burden of these
one-time costs. As a service provider that mainly utilizes clients'
buildings and equipment, Team Health does not require large capital
expenditures. Capex tends to be less than 1% of revenue, and Fitch
does not expect this dynamic to change in the near term.

Manageable Debt Maturities: No material debt is due until the term
loan maturity in 2024; the revolver matures in 2022. Term loan
amortization is modest at only 1% or about $29 million per year.
The term loan is subject to a cash flow sweep provision, but the
definition of excess FCF allows for deductions for capital
expenditures, permitted investments and acquisitions, so Fitch does
not expect the provision to drive deleveraging.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:
Team Health Holdings, Inc.

  -- IDR at 'B-';

  -- Senior secured bank credit facility at 'B+'/'RR2';

  -- Senior unsecured notes at 'CCC'/'RR6'.

The Rating Outlook is revised to Negative from Stable.

All debt is borrowed at Team Health Holdings, Inc. Guarantees of
the debt are provided by all material wholly-owned operating
subsidiaries. Holdings is the issuer of the company's equity and
the issuer of the financial statements. Collateral for the secured
credit facility is provided by substantially all assets held by the
guaranteeing entities.

The 'B+'/'RR2' ratings for Team Health's $400 million senior
secured revolver and $2.7 billion senior secured term loan reflect
Fitch's expectation of 71% recovery under a bankruptcy scenario.
The 'CCC'/'RR6' rating on the $865 million senior unsecured notes
reflect Fitch's expectation of recovery of 5% of outstanding
principal. Fitch estimates an enterprise value (EV) on a going
concern basis of $2.4 billion for Team Health, after a deduction of
10% for administrative claims. The EV assumption is based on
post-reorganization EBITDA after dividends to associates and
minorities of $375 million and a 7x multiple. The
post-reorganization EBITDA estimate is 10% lower than Fitch's 2019
forecasted EBITDA for Team Health. The primary driver of this
estimate is assumed continued declines in the IPC segment.
Considering the contributions of recent acquisitions in the
hospital based segment, Fitch thinks sustainable EBITDA of the
hospital based segment is about $350 million-$400million.

The 7x multiple employed for Team Health reflects a stressed
multiple versus the approximately 11x EBITDA Blackstone paid for
the company in 2017. More recently, KKR paid about 10x EBITDA for
Team Health's staffing industry peer, Envision Healthcare Corp. The
7x multiple is closely aligned with historical observations of
healthcare industry bankruptcy emergence multiples. In a recent
study, Fitch determined that the median exit multiple in 14
historical healthcare and pharmaceutical industry bankruptcies was
6.7x.

The recovery analysis assumes the $400 million available on the
revolver is fully drawn and includes this amount in the senior
secured claims. Senior secured claims also include a $150 million
private term loan. The 5% recovery assumed for the senior unsecured
notes is due to a 2% concession payment by the senior secured
creditors.


TOPAZ SOLAR: Fitch Lowers Rating on $1.1BB Secured Notes to C
-------------------------------------------------------------
Fitch Ratings has downgraded Topaz Solar Farms, LLC's $1.100
billion ($924.8 million outstanding) senior secured notes to 'C'
from 'BBB-'/Negative Watch. Fitch has also removed the rating from
Negative Watch.

The rating downgrade is triggered by the downgrade of the key
revenue counterparty. The project's sole off-taker under the power
purchase agreement (PPA), Pacific Gas & Electric (PG&E), was
downgraded on Jan. 14, 2018 to 'C' from 'BBB-'/Rating Watch
Negative. A downgrade of PG&E to 'D' would not necessarily trigger
an equivalent downgrade of the rated debt if PG&E continues to
honor its PPA commitments.

KEY RATING DRIVERS

Summary: The rating is constrained by PG&E's rating, the sole
revenue counterparty under a fixed-price PPA. Topaz's rating case
financial profile is consistent with investment-grade rating
levels. However, rating case coverages provide little additional
information to evaluate the risk of default for projects
constrained by key commercial counterparties.

Weak Revenue Counterparty - Revenue Risk (Price): Weaker

The fixed-price, 25-year PPA with PG&E extends one month beyond
debt maturity. The PPA provides reimbursement for curtailment
directed by the utility. Loss of the PPA contract in PG&E's
potential bankruptcy could weaken the project's financial profile,
and in a merchant scenario, its cash flows could be inadequate to
repay the debt.

Solid Solar Resource - Revenue Risk (Volume): Midrange

Total generation output in Fitch's rating case is based on a
one-year P90 estimate of electric generation to mitigate the
potential for lower-than-expected solar resource. The project can
meet debt obligations under a one-year P99 generation scenario.

Proven Technology and Experienced Operator - Operation Risk:
Midrange

Thin-film photovoltaic (PV) technology has a long operating
history, which mitigates plant performance risks. First Solar, as
the plant operator, has a track record of high plant availability.
Long-term agreements support routine and unscheduled maintenance
needs. Fitch's financial analysis incorporates operating cost
increases to mitigate unforeseen events including the risk of
contractor replacement.

Conventional Debt Structure - Debt Structure: Stronger

The senior-ranking, fully amortizing, fixed-rate debt benefits from
a six-month debt service reserve backed by a letter of credit and
strong 1.20x forward- and backward-looking debt service coverage
equity distribution test.

Financial Profile

Base-case DSCR averages 1.82x with a minimum of 1.67x. Fitch's
rating case includes stresses that increase expenses and reduce
energy output, resulting in an average DSCR of 1.60x with a minimum
of 1.50x. In both scenarios, annual DSCRs generally increase over
time. However, the project is fully dependent on PG&E as its
primary revenue counterparty, and PG&E's potential bankruptcy and
performance under the PPA could directly impact the project's
rating and ability to service its debt. In such situations rating
case coverages provide little additional information to evaluate
the risk of default.

PEER GROUP

Topaz's average rating case DSCR is above Fitch's indicative
coverage guidance for a 'BBB' rating and higher than Solar Star
Funding, LLC (BBB/Outlook Stable), which has an average rating case
DSCR of 1.32x. Similarly rated projects include a privately rated
PV project that also demonstrates strong operating history and high
projected DSCRs but is constrained by the same offtaker rating.

RATING SENSITIVITIES

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

  -- Energy production persistently underperforming original
projections or expenses persistently higher than the forecast could
result in a rating downgrade;

  -- A rating downgrade of the PPA offtaker, PG&E.

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

  -- A rating upgrade of the PPA offtaker, PG&E.

Asset Description

Topaz is a 550-MW AC solar PV facility operating on 4,900
project-owned acres in San Luis Obispo County, CA. Topaz employs PV
modules designed and manufactured by First Solar using commercially
proven thin-film cadmium telluride PV cell technology mounted at a
fixed tilt of 25-degrees with no tracking risks.


TOPAZ SOLAR: S&P Lowers ICR to 'CCC+' to Reflect PG&E's Downgrade
-----------------------------------------------------------------
S&P Global Ratings lowered its ratings on Topaz Solar Farms LLC by
two notches to 'CCC+' from 'B' to reflect the downgrade of Pacific
Gas & Electric Co. (PG&E) on Jan. 14, 2019 to 'CC' from 'B'. The
action follows PG&E's Jan. 13 8-K filing stating that it expects to
file for bankruptcy on or about Jan. 29. The rating action on the
project reflects increased counterparty risk under the project's
power purchase and sale agreement (PPSA) with PG&E. S&P's recovery
rating on Topaz Solar's bonds remains '1', indicating its
anticipation of full (90-100%; rounded estimate: 95%) recovery of
principal in a payment default scenario.

Topaz Solar Farms LLC receives all of its revenue from PG&E (an
irreplaceable revenue counterparty) under a long-term PPSA. Given
its PPSA terms are not at market rates, there is a potential for
PG&E to petition the bankruptcy court to reject PPSA contracts. If
this were to occur, it is unlikely the contract will be readily
assumed by another buyer if rejected in bankruptcy. As a result,
the rating on Topaz Solar's debt remains under pressure due to
PG&E's near-certain bankruptcy and uncertainty of whether PG&E's
voluntary filing, designed to address liabilities it could incur
for 2017 and 2018 wildfires, could also strategically consider
contract rejection.

S&P said, "Our 'CCC+' rating reflects that we view Topaz to be
vulnerable, and that it is dependent upon whether the bankruptcy
proceeding will include an assessment of whether all of its PPAs
are needed. While we do not view there to be a clear path to a
project default in the next 12 months, PG&E has over-procured power
supply due in large part to load shifting to community choice
aggregators (CCAs)." Additionally, some of its power purchase
agreements (PPAs) are above today's market costs to replace the
contract. At the same time, a number of factors support the
continuation of payments under the PPSA including the state's
aggressive renewable portfolio standard, and the authorization of
recovery in electricity consumer rates the costs of PPSAs including
this one, which limits incentives PG&E may have to seek rejection
or renegotiation of PPA terms.

The project's financing agreements specify that in event of a
bankruptcy filing of PG&E, an event of default is triggered unless
the PPSA contract is replaced within 90 days. Lenders could choose
to accelerate after the 90-day cure period expires. However, given
that replacing PG&E with another creditworthy buyer is not possible
because the contract is not based on market prices, so long as PG&E
continues to make scheduled payments and does not move toward
rejection, S&P presumes lenders will have no economic incentives to
accelerate, as it is their right but not their obligation to do so.


S&P said, "Should PG&E move to reject the contracts, we would
expect lenders would only then assess next steps, including
potential acceleration. PG&E will continue to collect from its
ratepayers revenues to continue reliable electric service. Given
the ratemaking framework, those rates and charges have been
established to be sufficient for the utility to pay all of its
power suppliers, including the project's revenues due to it under
the terms of its PPSA with the utility. Separate from potential
contract rejection, temporary payment disruption is also possible
as PG&E moves towards bankruptcy. Based on our current
understanding, however, PG&E does not face any near-term liquidity
issues as per its 8-K filing. The utility continues to have cash
balances and is in the process of arranging $5.5 billion in
debtor-in-possession (DIP) financing. The prospective $30 billion
liability is the company's best estimate of its potential liability
if PG&E is found responsible for the wildfires, but to date no
assessments have been made. Relying on our Criteria for Assigning
'CCC+', 'CCC', 'CCC-', And 'CC' Ratings, published Oct. 1, 2012, we
assigned a 'CCC+' rating since a specific default scenario is not
yet envisioned and we believe creditors will waive their remedies
so long as payments continue, but we believe the issuer is
vulnerable and dependent on favorable developments during
bankruptcy proceedings, which we currently expect will occur.

"There is no change in our view of the project's fundamental
operational or financial risk. The project's performance is
otherwise stable but for the credit erosion of the purchaser of its
electricity.

"The CreditWatch with negative implications on the rating on Topaz
Solar's debt reflects the substantially diminished credit quality
of PG&E, the project's only source of revenue, and our expectation
that the utility will imminently file for bankruptcy. After the
filing, the rating on the project will likely remain 'CCC+'. If as
part of the proceeding it becomes clear that contract rejection is
a likely threat for this project, we could lower the ratings within
the 'CCC' or 'CC' categories, depending on the level and likelihood
of this risk. Equally, if contract rejection continues to lack
visibility but we believe project lenders have incentives to
exercise events of default under the project documents, including
acceleration of project debt, we could lower the ratings further.
We view those incentives to be currently limited, so long as PG&E
continues to make timely payments to the projects. Given that we
assume the utility will continue to receive customer payments that
fully reflect the costs of supplying power to them, including the
cost of this and other power contracts, we do not currently
envision utility liquidity issues will disrupt payments to PPAs
suppliers. However, we could also lower the ratings if PG&E
temporarily suspended payments and we believe project reserves
could not withstand the duration of the expected suspension.

"We view the CreditWatch negative listing as appropriate at least
for the next 90 days to monitor the project lenders' reactions to
the bankruptcy filing. We could extend the CreditWatch listing
beyond this period until we have a better idea of the contents of
its expected Chapter 11 filing and PG&E's strategy to emerge out of
bankruptcy."



U REST: Wants to Continue Using Cash Collateral Until March 31
--------------------------------------------------------------
U Rest, LLC, seeks authority from the U.S. Bankruptcy Court for the
District of Maine to use cash collateral on a final basis for the
Third Final Cash Collateral Period of Feb. 1, 2019, through March
24, 2019 in accordance with the terms of the Cash Plans.

The Debtor submits that cash collateral will be used as necessary
to fund the operations of its hotel and restaurant facility,
including funding payroll and funding expenses necessary to repair
and maintain the assets owned and/or leased by the Debtor and/or
the Debtor's sole member (all as more specifically set forth in the
Cash Plan).

Prior to the Petition Date, the Debtor entered into certain loan
agreements with the TD Bank, NA and the U.S. Small Business
Administration.  In order to secure the indebtedness owed to the
various lenders under the loan agreements, the Debtor granted TD
Bank and the SBA certain security interests in its personal
property.  In addition, Richard A. Kelley (sole member and 100%
owner of the Debtor), pledged certain collateral to secure the
indebtedness of the Debtor. The Debtor believes the total
indebtedness for TD and SBA is roughly as follows:

      (A) TD Bank, NA: $1,186,358.

      (B) The U.S. Small Business Administration: (a) First SBA
Transaction: $201,370; (b) Second SBA Transaction: $250,929; and
(c) Third SBA Transaction: $527,666.

The Debtor proposes to provide adequate protection in one or more
of the following manners: (i) through existing equity cushions in
collateral pledged to TD Bank and/or SBA; (ii) through an increase
in cash collateral through operations over the course of the
previous and proposed cash collateral periods; and/or (iii) through
operations, repair and maintenance of the facilities, allowing for
the continued generation of revenue.

A full-text copy of the Debtor's Third Motion is available at

             http://bankrupt.com/misc/meb18-10504-115.pdf

                           About U Rest

U Rest, LLC, operates a hotel business located at 241 North Street,
Houlton, Maine, under the name Ivey's Motor Lodge, and a restaurant
business at the same address under the name O'Kelly's Irish Pub.

U Rest sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Maine Case No. 18-10504) on Aug. 28, 2018.  In the
petition signed by Richard A. Kelley, president, the Debtor
disclosed $2,803,292 in assets and $2,401,126 in liabilities as of
Aug. 24, 2018.  Judge Peter G. Cary oversees the case.  Bernstein,
Shur, Sawyer & Nelson, P.A., is the Debtor's counsel.


ULTRA PETROLEUM: Gets Favorable Opinion for Litigation Appeal
-------------------------------------------------------------
Ultra Petroleum Corp. disclosed that earlier, the U.S. Court of
Appeals for the Fifth Circuit delivered a favorable opinion in the
appeal proceedings by Ultra Petroleum about the make-whole claims
that had been asserted against the Company.  This is a victory for
Ultra Petroleum, reversing a bankruptcy court decision that had
required the Company to pay approximately $400 million to various
creditors following the Company's emergence from Chapter 11
proceedings.

"We are very pleased with the Fifth Circuit's decisive opinion
reversing and remanding the prior judgment against Ultra Petroleum.
We remain committed to this appeals process and ultimately believe
the outcome of any final decision will be consistent with today's
Fifth Circuit ruling, which would result in the recoupment back to
the Company of up to approximately $260 million of non-settled
claim amounts that were previously paid out by the Company to
various creditors," said Brad Johnson, Interim CEO.

After the Company and its subsidiaries petitioned for
reorganization under Chapter 11 in 2016, certain creditors asserted
that they were entitled not just to principal and pre-petition
interest on certain debt instruments, but also to a contractual
"make-whole" premium and post-petition interest at a contractually
defined rate. On appeal, the Fifth Circuit reversed the bankruptcy
court's decision and remanded for further proceedings.  The Fifth
Circuit rejected the bankruptcy court's determination that the
creditors had been impaired merely by operation of the Bankruptcy
Code, holding instead that creditors are impaired only if a
reorganization plan itself alters legal, equitable, or contractual
rights. The Fifth Circuit expressed "doubt" that the creditors are
entitled to payment of the make-whole and indicated that the
creditors' claim for the make-whole premium would be disallowed
under the Bankruptcy Code. Finally, the Fifth Circuit indicated
that post-petition interest should be determined according to the
statutory federal judgment rate, rather than at a higher
contractual rate.

                       About Ultra Petroleum

Englewood, Colorado-based Ultra Petroleum Corp. is an independent
exploration and production company focused on developing its
long-life natural gas reserves in the Green River Basin of Wyoming
– the Pinedale and Jonah Fields.  The Company is listed on NASDAQ
and trades under the ticker symbol "UPL".

On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex. Lead Case No. 16-32202)
seeking relief under Chapter 11 of the U.S. Bankruptcy Code.  Judge
Marvin Isgur is the case judge.  Ultra Petroleum tapped Kirkland &
Ellis LLP, as counsel; Jackson Walker, L.L.P., as co-counsel;
Rothschild Inc. and Petrie Partners as investment bankers; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

In April 2017, Ultra Petroleum successfully completed its Chapter
11 restructuring.






VARADERO @ PALMAS: Seeks to Hire Fuentes Law Offices as Counsel
---------------------------------------------------------------
Varadero @ Palmas, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Fuentes Law Offices,
LLC as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Alexis Fuentes Hernandez, Esq., the firm's attorney who will be
handling the case, charges an hourly fee of $250.  The retainer fee
is $10,000.

Mr. Hernandez has no prior connections with the Debtor, creditors
or other "party in interest," according to court filings.

Fuentes Law Offices can be reached through:

     Alexis Fuentes Hernandez, Esq.  
     Fuentes Law Offices, LLC
     P.O. Box 9022726
     San Juan, PR 00902
     Tel: (787) 722-5216
     Fax: (787) 722-5206
     E-mail: alex@fuentes-law.com

                   About Varadero @ Palmas Inc.

Varadero @ Palmas, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-07576) on Dec. 26,
2018.  At the time of the filing, the Debtor disclosed $1,038,507
in assets and $105,441 in liabilities.  The case is assigned to
Judge Mildred Caban Flores.


VEHICLE ALIGNMENT: Interim Cash Collateral Use Extended to Feb. 9
-----------------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an eighth order extending
Vehicle Alignment, Brake & Tires, Inc.'s authority to use the cash
collateral under the interim order to Feb. 9, 2019, pursuant to the
budget.  

The Court will hold a further hearing on the Debtor's use of cash
collateral on Jan. 7, 2019 at 10:00 a.m.

The approved Budget provides total expenses of approximately
$150,500 covering the week ending Jan. 12, 2018 through week ending
Feb. 5, 2019.  

A full-text copy of the Eighth Order is available at:

            http://bankrupt.com/misc/ilnb18-12071-96.pdf

                    About Vehicle Alignment

Vehicle Alignment, Brake & Tires, Inc., d/b/a Lucas Tires, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-12071) on April
25, 2018.  In the petition signed by its owner, Richard Lucas, the
Debtor estimated less than $50,000 in assets and $100,000 to
$500,000 in liabilities.  The Hon. Jacqueline P. Cox oversees the
case.  The Debtor is represented by William J. Factor, Esq. at the
Law Office Of William J. Factor, Ltd.


VERITY HEALTH: Calif. AG's Objection to Sale Bid Overruled
----------------------------------------------------------
Bankruptcy Judge Ernest M. Robles entered a judgment overruling the
objections of the California Attorney General to Verity Health
System of California, Inc.'s sale motion.

On August 31, 2018, Verity Health Systems of California and certain
of its subsidiaries (filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.

On Oct. 31, 2018, the Court entered an order establishing auction
procedures for the sale of Saint Louise Regional Hospital and
O'Connor Hospital. Pursuant to an Asset Purchase Agreement, Santa
Clara was designated as the stalking horse bidder . The Bidding
Procedures Order set a hearing on Dec. 19, 2018 to consider the
Debtors' motion for entry of an order approving the sale of the
Hospitals ( "Sale Motion").

In 2015, the Debtors' predecessor, Daughters of Charity Ministry
Services Corporation, sought authorization from the Attorney
General to implement a System Restructuring and Support Agreement.
The Attorney General approved the Restructuring Agreement, subject
to various conditions. O'Connor was subject to 21 Conditions; St.
Louise was subject to 22 Conditions.

Among other things, the Conditions require the Hospitals to
maintain specified levels of emergency services, intensive care
services, cardiac services, and various other services. The
Conditions purport to be binding upon "any and all current and
future owners" of the Hospitals.

On Oct. 10, 2018, the Attorney General filed an objection to the
Bidding Procedures Motion. The Attorney General objected to the
Debtors' proposal to sell the Hospitals free and clear of the
Conditions, contending that the Conditions remained binding upon
any purchaser of the Hospitals.

The Debtors and Santa Clara asked the Court to approve the sale
free and clear of the Conditions, asserting that the Attorney
General had waived its objections and/or was estopped from
asserting such objections.

Here, the Court holds that under the circumstances, the Attorney
General is equitably estopped from contesting the Debtors' ability
to sell the Hospitals free and clear of the Conditions. The
Attorney General knew that the Debtors and Santa Clara would rely
upon the Response's representation that he had no objection to the
sale. The Debtors and Santa Clara had no way of knowing that when
the Attorney General stated that he did "not object to the sale to
the County of Santa Clara," what he really meant was that he did
not object except to the extent that he did object. The Debtors and
Santa Clara relied upon the Attorney General's representation to
their detriment. Had they been aware of the Attorney General's true
position, the Debtors and Santa Clara would have more vigorously
contested the Attorney General's arguments regarding the binding
effect of the Conditions.

Relying upon Jordan v. California Dep't of Motor Vehicles, the
Attorney General argues that equitable estoppel may not be invoked
where, as here, "it would operate to defeat the effective operation
of a policy adopted to protect the public." This argument fails
because the Attorney General has not identified a statutory basis
for its assertion that the Conditions remain enforceable against
Santa Clara. Consequently, the Attorney General has failed to show
that continued enforcement of the Conditions is supported by
California law.

The Attorney General's reliance upon provisions purporting to make
the Conditions binding upon all successors, regardless of the
circumstances under which such successors acquire the Hospitals, is
an impermissible attempt to expand his regulatory authority over
the Hospitals. Provisions within the Conditions are enforceable
only to the extent that they are supported by California law.

Furthermore, the Attorney General's contention that the Conditions
remain binding upon Santa Clara is inconsistent with the Cal. Corp.
Code section 5914 and its legislative history. The concern
motivating enactment of the statute was to prevent charitable
assets from falling into the hands of for-profit entities who would
not continue to use those assets for charitable purposes. The
concern has no applicability where the assets are transferred to a
public entity, which has independent statutory obligations to
maintain the assets' charitable character.

Because the Attorney General has no authority to review the sale of
the Hospitals to Santa Clara, and because the Attorney General has
identified no statutory provision permitting his continued
enforcement of the Conditions under the circumstances, the Court
finds that the Debtors may sell the Hospitals free and clear of the
Conditions under applicable nonbankruptcy law.

The bankruptcy cases are in re: Verity Health System of California,
Inc., et al., Chapter: 11, Debtors and Debtors in Possession.
Affects All Debtors Affects Verity Health System of California,
Inc., Affects O'Connor Hospital, Affects Saint Louise Regional
Hospital, Affects St. Francis Medical Center, Affects St. Vincent
Medical Center, Affects Seton Medical Center, Affects O'Connor
Hospital Foundation, Affects Saint Louise Regional Hospital
Foundation, Affects St. Francis Medical Center of Lynwood Medical
Foundation, Affects St. Vincent Foundation, Affects St. Vincent
Dialysis Center, Inc., Affects Seton Medical Center Foundation,
Affects Verity Business Services, Affects Verity Medical
Foundation, Affects Verity Holdings, LLC, Affects De Paul Ventures,
LLC, Affects De Paul Ventures — San Jose Dialysis, LLC, Debtors
and Debtors in Possession, Lead Case No. 2:18-bk-20151-ER, Jointly
Administered With Case Nos. 2:18-bk-20162-ER, 2:18-bk-20163-ER,
2:18-bk-20164-ER, 2:18-bk-20165-ER, 2:18-bk-20167-ER,
2:18-bk-20168-ER, 2:18-bk-20169-ER, 2:18-bk-20171-ER,
2:18-bk-20172-ER, 2:18-bk-20173-ER, 2:18-bk-20175-ER,
2:18-bk-20176-ER, 2:18-bk-20178-ER, 2:18-bk-20179-ER,
2:18-bk-20180-ER, 2:18-bk-20181-ER, Chapter 11 Cases (Bankr. C.D.
Cal.).

A copy of the Court's Memorandum of Decision dated Dec. 26, 2018 is
available at https://bit.ly/2AOEeZf from Leagle.com.

Verity Health System of California, Inc., Debtor, represented by
Sam J. Alberts -- sam.alberts@dentons.com -- DENTONS US LLP,
Shirley Cho -- scho@pszjlaw.com -- Pachulski Stang Ziehl & Jones
LLP, Samuel R. Maizel -- samuel.maizel@dentons.com -- Dentons US
LLP, John A. Moe, II , Dentons US LLP, Claude D. Montgomery --
claude.montgomery@dentons.com -- Dentons US LLP & Tania M. Moyron
-- Tania.moyron@dentons.com -- Dentons US LLP.

United States Trustee, U.S. Trustee, represented by Alvin Mar &
Hatty K. Yip , Office of the UST/DOJ.

Official Committee of Unsecured Creditors of Verity Health System
of California, Inc., et al., Creditor Committee, represented by
James Cornell Behrens , Milbank, Tweed, Hadley & McCloy.

               About Verity Health System

Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care.  Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles.  In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health.  Verity Health also includes Verity Medical
Foundation.  

With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.

Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018.  In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.  

Judge Ernest M. Robles presides over the cases.

The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.

The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.


VERRI CHIROPRACTIC: Says PCO Appointment Not Necessary
------------------------------------------------------
Verri Chiropractic Associates, LP filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a motion for an
order that the appointment of a patient care ombudsman is not
necessary.

The Debtor argued that it is unnecessary to appoint a patient care
ombudsman because the cause of the bankruptcy is the attachment
execution by an aggressive pre-petition lender, who obtained a
judgment against the debtor in Ohio, who seeks to levy against the
debtor’s equipment, furnishings, and bank account.

Further, the Debtor averred that there are no past issues of
patient care, the bankruptcy has not been caused by any
malpractice, the Debtor’s licenses and insurance coverage are all
current and in accord with state requirements. The Debtor added
that the patients' chiropractic records are adequately protected,
patients have access to their chiropractic records, and there is a
low level of provider dependency due to the nature of the
chiropractic practice.

The business of the Debtor is operated by one doctor, and as the
result of the limited nature of the business, the Debtor disclosed
that there are insufficient funds to support the cost of an
ombudsman, and the impact of the cost of an ombudsman would be
adverse to the prospect of a successful reorganization.

Based in Philadelphia, Pennsylvania, Verri Chiropractic Associates,
LP, filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No.
19-20199) on January 15, 2019, and is represented by:

     Mary Bower Sheats, Esq.
     Mary Bower Sheats, Attorney At Law
     Tel: 412-281-7266
     Email: mary@mbsheatslaw.com


VR KING: Seeks to Hire Sodoma Law as Legal Counsel
--------------------------------------------------
VR King Construction, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to hire Sodoma Law
P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.

The firm will charge these hourly fees:

     John Woodman, Esq.     $300
     Paralegal              $130
     Staff                   $65

Sodoma Law received a retainer in the sum of $17,500.

John Woodman, Esq., the attorney who will be handling the case,
disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     John C. Woodman, Esq.
     Sodoma Law P.C.
     211 East Boulevard
     Charlotte, NC 28203
     Phone: 704.442.0000
     Email: attorney@sodomalaw.com

                  About VR King Construction LLC

VR King Construction, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. N.C. Case No. 18-31635) on October 31,
2018.  At the time of the filing, the Debtor had estimated assets
of less than $500,000 and liabilities of less than $500,000.  The
case has been assigned to Judge Laura T. Beyer.


WALLACE RUSH: Tates Win Appeal on Summary Ruling Granted to HSIC
----------------------------------------------------------------
In the action captioned MARCUS TATE AND CHRISTINA TATE,
INDIVIDUALLY, AND ON BEHALF OF HIS MINOR CHILDREN, MARCUS TATE,
ASHLEIGH TAYLOR, AND MARKIA JOHNSON, v. KRISTINA'S TRANSPORTATION,
LLC, WALLACE, RUSH, SCHMIDT, INC., NATIONAL LIABILITY & FIRE
INSURANCE COMPANY, NATIONAL UNION FIRE INSURANCE COMPANY AND
HALLMARK SPECIALTY INSURANCE COMPANY, No. 2018 CA 0955  (La. App.),
Plaintiffs Marcus Tate and Christina Tate, individually and on
behalf of their minor children, appeal a summary judgment granted
in favor of defendant, Hallmark Specialty Insurance Company, which
dismissed the plaintiffs' claims against Hallmark with prejudice.
Upon review, the Louisiana Court of Appeals reverses the judgment
of the trial court and remands for further proceedings.

On March 16, 2017, the plaintiffs filed a petition for damages,
naming as defendants Kristina's Transportation, LLC; Wallace, Rush,
Schmidt, Inc.; National Liability & Fire Insurance Company National
Union Fire Insurance Company; and Hallmark. According to the
allegations of the petition, on August 28, 2016, Denis Yasmir
Amaya-Rodriguez was driving a commercial vehicle/bus, which was
owned by Kristina's, westbound on Interstate 10 in St. John the
Baptist Parish near the Belle Terre Boulevard exit ramp in LaPlace.
The vehicle driven by Mr. Amaya-Rodriguez collided into the left
side of a stationary St. John the Baptist Parish fire truck and
then struck the rear of a 2012 Toyota Camry driven by the
plaintiff, Marcus Tate, which collision pushed the Camry into the
rear of a Chevrolet Silverado. The vehicle driven by Mr.
Amaya-Rodriguez then struck three firemen that were standing on the
shoulder of the interstate, which pushed them over the rail and
into the water below. Mr. Amaya-Rodriguez then struck a Nissan
Titan and eventually came to a stop. The plaintiffs alleged that as
a result of the accident, Marcus Tate was severely injured, and
therefore, sought damages for his injuries. Additionally, Marcus
Tate's wife, Christina Tate, and children sought damages for their
loss of consortium.

The plaintiffs alleged that at the time of the accident, Mr.
Amaya-Rodriguez was believed to have been the agent and/or employee
in the course and scope of his agency and/or employment for
defendants, Kristina's and/or Wallace Rush. The plaintiffs also
alleged that National had issued and, at the time of the accident
there was in effect, a policy of automobile liability insurance
insuring the vehicle owned by Kristina's and driven by Mr.
Amaya-Rodriguez. The plaintiffs also alleged that National Union
and Hallmark had issued and, at the time of the accident there was
in effect, a commercial general liability policy insuring Wallace
Rush. The plaintiffs maintained that the negligence of Mr.
Amaya-Rodriguez, Kristina's, and Wallace Rush were the proximate
cause of Marcus Tate's injuries, and that Kristina's, Wallace Rush,
and their insurers were liable for his damages.

Hallmark filed a motion for summary judgment seeking the dismissal
of the plaintiffs' claims against it on the basis of a lack of
coverage under the policy, and in support thereof relied on a copy
of the plaintiffs' petition for damages, the policy, the
endorsement, and the accident report. The plaintiffs, in their
timely filed opposition to the motion for summary judgment,
objected to the policy, the endorsement, and the accident report,
on the basis that the exhibits were not proper summary judgment
evidence. While the trial court excluded the police report, the
trial court ruled that the policy and the endorsement were
admissible under La. C.C.P. art. 966(A)(4).

However, based on the Court's review of the law and two documents
at issue (i.e., the policy and the endorsement), the Court finds
the trial court's ruling in this regard is in direct conflict with
the express language of La. C.C.P. art. 966(A)(4) -- the policy and
the endorsement are not "pleadings, memoranda, affidavits,
depositions, answers to interrogatories, certified medical records,
written stipulations, and admissions" nor were those two documents
attached to an affidavit or deposition. Since the policy and
endorsement were not documents allowed by La. C.C.P. art. 966(A)(4)
to be filed in support of a motion for summary judgment and the
plaintiffs timely objected to those documents, the trial court
erroneously failed to sustain the plaintiffs' objection and
erroneously considered those documents in ruling on Hallmark's
motion for summary judgment. To the extent that the trial court
considered the policy and the endorsement because those two
documents were attached to the affidavit of Linda Flatter, which
was attached to Hallmark's reply memorandum, we likewise find this
constitutes error. Louisiana Code of Civil Procedure article
966(B)(3) expressly prohibits additional documents from being filed
with a reply memorandum.

When the documents improperly filed with Hallmark's motion for
summary judgment are excluded, the only document offered by
Hallmark in support of its motion for summary judgment on the issue
of a lack of insurance coverage is the plaintiffs' petition for
damages. Based on the Court's de novo review of the record and the
applicable law, the Court finds this evidence is insufficient to
meet Hallmark's initial burden of proof on the motion for summary
judgment to establish that there was no genuine issue of material
fact as to a lack of coverage under the policy and that it was
entitled to judgment as a matter of law. Accordingly, the burden of
proof never shifted to the plaintiffs to show that an issue of
material fact existed. Given the insufficient evidence presented by
Hallmark, the plaintiffs had nothing to prove in response to
Hallmark's motion for summary judgment and were entitled to rest on
the allegations of their petition. Thus, Hallmark's motion for
summary judgment was improvidently granted and the Court reverses
the Sept. 13, 2017 judgment of the trial court.

A copy of the Court's Decision dated Dec. 21, 2018 is available at
https://bit.ly/2CpTa05 from Leagle.com.

Pride J. Doran, Quincy L. Cawthorne, Dwazendra J. Smith, Opelousas,
LA, Attorneys for Appellants, Plaintiffs — Marcus Tate and
Christina Tate, Individually, and on behalf of his minor children,
Marcus Tate, Ashleigh Taylor and Markia Johnson.

Michael J. Remondet, Jr. , Lafayette, LA, Attorney for Appellee,
Defendant -- Hallmark Specialty Insurance Company.

               About Wallace, Rush, Schmidt

Wallace, Rush, Schmidt, Inc., doing business as Wallace Resource
Systems of Leachville, LLC, and Wallace Staffing and Labor, LLC, is
a personnel resource company specializing in Natural Disaster Clean
up/Recovery and Man-Made disasters which combined with its many
years of experience in disaster clean up and restoration,
supervision and administration expanding customer base.  The
company specializes in job management and labor services for
disaster restoration companies.  It serves its clients nationwide
24/7.

Wallace Rush sought Chapter 11 protection (Bankr. E.D. La. Case No.
17-10698) on March 24, 2017.  In the petition signed by Eddie
Schmidt, vice president, the Debtor estimated assets and
liabilities in the range of $1 million to $10 million.  Judge Jerry
A. Brown is assigned to the case.  The Debtor tapped Phillip K.
Wallace, Esq., at Phillip K. Wallace, PLC, as counsel.


WEST VILLAGE: Taps Wiggam & Geer as Legal Counsel
-------------------------------------------------
West Village Holdings, LLC, received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Wiggam & Geer, LLC, as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; conduct examinations; represent the Debtor with
respect to a bankruptcy plan; and provide other legal services
related to its Chapter 11 case.

The firm's attorneys charge an hourly of $350 for its services.
Legal assistants charge $150 per hour.

Wiggam & Geer received a $20,000 retainer, minus the $1,717 filing
fee paid by the Debtor.

Will Geer, Esq., the attorney who will be handling the case,
disclosed in a court filing that he and his firm neither hold nor
represent any interest adverse to the Debtor and its bankruptcy
estate.

The firm can be reached through:

     Will B. Geer, Esq.
     Wiggam & Geer, LLC
     50 Hurt Plaza, SE, Suite 1245
     Atlanta, GA 30303
     Phone: (678) 587-8740  
     Fax: (404) 287-2767
     Email: wgeer@wiggamgeer.com

                   About West Village Holdings

West Village Holdings, LLC, is a real estate lessor whose principal
assets are located at 7335 Old National Highway, Riverdale, Georgia
30296 and 0 Jonesboro Road, Riverdale, Georgia, with a comparable
sale value of $3.30 million.

West Village Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50013) on Jan. 1,
2019.  At the time of the filing, the Debtor disclosed $3,309,900
in assets and $228,500 in liabilities.  Wiggam & Geer, LLC, is the
Debtor's counsel.


Z-1 MANAGEMENT: Tabor Buying Two Memphis Lots for $280K
-------------------------------------------------------
Z-1 Management, LLC, asks the U.S. Bankruptcy Court for the Western
District of Tennessee to authorize the sale of two unimproved lots
on Monroe Avenue in Memphis, Tennessee, described as 2178 Monroe
(Tax Parcel ID: 028-005-00024) and 0 Monroe (Tax Parcel ID
028-005-00023), to Eric Tabor for $280,000.

Contemporaneously with the Motion, the Debtor has filed a separate
motion to Shorten Notice of the Sale Hearing.

The Debtor owns the two lots.  It has negotiated a gross sale price
of $280,000 for the two lots and entered into a Real Estate Sales
Contract Sale Agreement subject to the Court's approval.  The
contract was negotiated without an agent, and no real estate
commission will be payable.  The proposed Purchaser is a
non-insider of the Debtor.

The Real Estate is encumbered by a first priority Deed of Trust
held by Laurence Block and General Investments, LLC.  The City of
Memphis and the Shelby County Trustee hold lien claims against the
Real Estate for property taxes.

Upon closing of the sale approved by this Court, valid, perfected
and unavoidable liens, claims, and encumbrances will attach to the
sale proceeds to the same extent, and in the same priority, as the
prepetition liens, claims and encumbrances, which will be paid at
closing along with usual and customary closing costs and expenses
of sale.

The Debtor believes a sale of its interest in the Real Estate as
proposed will produce the highest value to the Estate.

As the property has been marketed for an extended period of time,
the Debtor submits that cause exists for a waiver of the 14-day
stay imposed by Bankruptcy Rule 6004(h), to the extent that it
applies.

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

    http://bankrupt.com/misc/Z-1_Management_122_Sales.pdf

                     About Z-1 Management

Z-1 Management, LLC, is a privately held company whose principal
assets are located at 3035 Directors Row Memphis, Tennessee.

Z-1 Management filed a Chapter 11 petition (Bankr. W.D. Tenn. Case
No. 18-21898) on March 2, 2018.  In the petition signed by Lawrence
Migliara, Jr., member, the Debtor estimated $1 million to $10
million in assets and liabilities.  

The Hon. Paulette J. Delk is the case judge.

Russell W. Savory at Beard & Savory, PLLC, is the Debtor's counsel.
Jeff Waddell of Crye-Leike Realtors is the real estate agent.

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


ZACKY & SONS: Committee Seeks to Hire Brown Rudnick as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Zacky & Sons
Poultry LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Brown Rudnick LLP as its
legal counsel.

The firm will assist the committee in its discussions with the
Debtor on the overall administration of its Chapter 11 case;
examine the conduct of the Debtor's affairs; assist the committee
in negotiating the terms of a sale transaction; assist in the
preparation of a plan of reorganization; and provide other legal
services related to the case.

The hourly rates for the firm's attorneys range from $375 to $880.
Paraprofessionals charge $205 per hour.

Cathrine Castaldi, Esq., and Arjun Sivakumar, Esq., the attorneys
who will be representing the committee, charge $700 per hour and
$455 per hour, respectively.

Ms. Castaldi disclosed in a court filing that her firm neither
holds nor represents any interest adverse to the Debtor's
bankruptcy estate.

Brown Rudnick can be reached through:

     Cathrine Castaldi, Esq.
     Arjun Sivakumar, Esq.
     Brown Rudnick LLP
     2211 Michelson Drive, 7th Floor
     Irvine, CA 92612
     Phone: +1.949.752.7100
     Fax: +1.949.252.1514
     E-mail: ccastaldi@brownrudnick.com
     E-mail: asivakumar@brownrudnick.com

                   About Zacky and Sons Poultry

Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower,
processor, distributor, and wholesaler of poultry products.  It
offers turkey and chicken products such as sausages, franks, and
sliced meat.

Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov.
13, 2018.  In the petition signed by Lillian Zacky, managing
member, the Debtor estimated $50 million to $100 million in assets
and liabilities.

The Hon. Robert N. Kwan oversees the case.  

Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves
as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as
financial advisor; and LKP Global Law, LLP as special employment
and labor counsel.


                            *********

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then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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