/raid1/www/Hosts/bankrupt/TCR_Public/190218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, February 18, 2019, Vol. 23, No. 48

                            Headlines

1515-GEENERGY: Case Summary & 30 Largest Unsecured Creditors
ACOSTA INC: Moody's Cuts CFR to Caa3, Outlook Remains Stable
ADVANTAGE SALES: $1.80BB Bank Debt Trades at 13% Off
ADVANTAGE SALES: $225MM Bank Debt Trades at 13% Off
AERIAL PARENT: S&P Rates Subsidiary's New $200MM Loan 'BB-'

AIR FORCE VILLAGES: Fitch Affirms BB+ on $124MM 2016 Revenue Bonds
ALF RUNOFF 2: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AXLE: Bank Debt Trades at 4% Off
ARADIGM CORP: Files for Chapter 11 to Pursue Sale
ARADIGM CORPORATION: Case Summary & 6 Unsecured Creditors

ARCIMOTO INC: Introduces Three-Wheeled Electric Vehicle Fleet
ARTESYN EMBEDDED: Moody's Cuts CFR to Caa1, Outlook to Negative
AVOLON HOLDINGS: S&P Assigns 'BB+' Rating on Sr. Unsecured Notes
AVON INTERNATIONAL: S&P Rates EUR200MM Multicurrency Revolver BB-
BIOSCRIP INC: Gilder Gagnon Has 12.23% Stake as of Dec. 31

BIOSCRIP INC: Venor Capital Has 10% Stake as of Dec. 31
BROOKSTONE HOLDINGS: March 20 Plan Confirmation Hearing
CANBRIAM ENERGY: Moody's Cuts CFR to 'Caa3', Outlook Negative
CELLECTAR BIOSCIENCES: Chief Financial Officer Resigns
CENTURYLINK INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR

COLORADO BUYER: Bank Debt Trades at 5% Off
CORNERSTONE VALVE: Case Summary & 20 Largest Unsecured Creditors
CORRIDOR MEDICAL: BankUnited Prohibits Further Cash Collateral Use
COTY INC: Moody's Puts 'B1' CFR Under Review for Downgrade
CSC HOLDINGS: Bank Debt Trades at 3% Off

D&J FITNESS: Has Permission to Use City Bank Cash Collateral
DONCASTERS FINANCE: Bank Debt Trades at 11% Off
ECOSPHERE TECHNOLOGIES: Seeks Access to Brisben Cash Collateral
ELANAR CONSTRUCTION: May Use Cash Collateral Through March 4
ELECTRONIC SERVICE: Seeks Cash Access to Pay Prepetition Payroll

ELECTRONIC SERVICE: Seeks Ordinary Course Cash Collateral Use
ENVISION HEALTHCARE: Bank Debt Trades at 6% Off
FEMUR BUYER: Moody's Gives 'B3' CFR & Rates 1st Lien Loans 'B2'
FEMUR BUYER: S&P Assigns 'B' ICR After Nordic Deal, Outlook Stable
FREEDOM MORTGAGE: Moody's Alters Outlook on B1 CFR to Stable

FULLBEAUTY BRANDS: Seeks Authorization to Use Cash Collateral
GENWORTH HOLDINGS: Moody's Affirms B2 Debt Rating, Outlook Neg.
GMI GROUP: Case Summary & 20 Largest Unsecured Creditors
GTT COMMUNICATIONS: Bank Debt Trades at 6% Off
HELIOS AND MATHESON: Citadel Has Less Than .1% Stake as of Dec. 31

IMERYS TALC AMERICA: Files for Chapter 11 Due to Talc Injury Claims
IMERYS TALC AMERICA: Proposes to Promptly Pay 10% of Trade Debt
INPRINT MANAGEMENT: Unsecured Creditors to $105K in 3 Payments
ION TRADING: $255MM Bank Debt Trades at 6% Off
ION TRADING: $290MM Bank Debt Trades at 6% Off

JLAN PROPERTIES: March 21 Hearing on Disclosure Statement
KADMON HOLDINGS: Acuta Capital Has 7.8% Stake as of Dec. 31
KADMON HOLDINGS: Perceptive Life Has 11.6% Stake as of Dec. 31
KADMON HOLDINGS: Puissance Reports 3.98% Stake as of Dec. 31
KADMON HOLDINGS: RA Capital Has 2.3% Stake as of Dec. 31

LANDING AT BRAINTREE:Unsecured Creditors to Get 100% Over 60 Months
LAT REALTY: March 21 Hearing on Disclosure Statement
LATRIKUNDA TRANSPORT: Case Summary & 13 Unsecured Creditors
MA ALTERNATIVE: Case Summary & 2 Unsecured Creditors
MALLINCKRODT ARD: Court Narrows Claims in Rockford Antitrust Suit

MALLINCKRODT GROUP: Bank Debt Trades at 7% Off
MANHATTAN COMPANY: Case Summary & 20 Largest Unsecured Creditors
MEG ENERGY: S&P Cuts Long-Term ICR to 'B+' on Low Profitability
MIRION TECHNOLOGIES: Moody's Assigns B2 CFR, Outlook Stable
MISYS PLC: Bank Debt Trades at 7% Off

MITE LLC: May Use Sandy Spring Cash Collateral Until April 30
NABORS INDUSTRIES: Fitch Lowers LT IDR to 'BB-', Outlook Stable
NATIONAL NETWORK: Case Summary & 20 Largest Unsecured Creditors
NEIMAN MARCUS: Bank Debt Trades at 12% Off
NEUSTAR INC: Moody's Cuts CFR to 'B2' & Rates New $200M Loan 'B1'

NFP CORP: Moody's Affirms 'B3' CFR & Rates $305MM Sec. Notes 'B2'
NOVUM PHARMA: Seeks Authority to Use RGP Pharmacap Cash Collateral
ONEMAIN HOLDINGS: Moody's Lowers Corp. Family Rating to Ba3
OPAL ACQUISITION: Bank Debt Trades at 13% Off
OREGON DENTAL: A.M. Best Puts 'bb' ICR on Review Developing

PARKER BUILDING: April 17 Plan Confirmation Hearing
PHILMAR CARE: Trustee May Use Cash Collateral Through March 12
PHUONG NAM: Seeks Authorization to Use Cash Collateral
PLANDAI BIOTECHNOLOGY: Black Mountain Has 9.7% Stake as of Dec. 31
PLANDAI BIOTECHNOLOGY: EMA Financial Has 9.9% Stake as of Dec. 31

PRESSURE BIOSCIENCES: Chief Financial Officer Resigns
PROSPECT MEDICAL: Moody's Puts B2 CFR on Review for Downgrade
QUOTIENT LIMITED: Clearbridge Has 3.68% Stake as of Dec. 31
QUOTIENT LIMITED: Cormorant Asset Owns 7.3% of Ordinary Shares
QUOTIENT LIMITED: Highbridge Capital Has 4.6% Stake as of Dec. 31

QUOTIENT LIMITED: Perceptive Life Owns 17% of Ordinary Shares
QUOTIENT LIMITED: Polar Capital Has 8.9% Stake as of Dec. 31
REDIGI INC: Unsecureds to Get $1MM Plus 2% Over 5 Years
RESOLUTE ENERGY: Wellington Entities Have 9.6% Stake as of Dec. 31
ROCKPOINT GAS: Fitch Affirms 'B-' LT IDR & Changes Outlook to Pos.

SALSGIVER TELECOM: Whiteford Taylor Responds to Plan Disclosures
SAS HEALTHCARE: Seeks Authorization to Use Cash Collateral
SIT-CO LLC: Case Summary & 20 Largest Unsecured Creditors
SKILLSOFT CORP: Bank Debt Trades at 19% Off
STEARNS HOLDINGS: Moody's Cuts CFR & Sr. Secured Rating to Caa1

STONEMOR PARTNERS: Incurs $17.2 Million Net Loss in Third Quarter
STONEMOR PARTNERS: Sacks VP of Operations as Part of Restructuring
SUNGLO HOME: Case Summary & 20 Largest Unsecured Creditors
TEBERIO PROPERTIES: March 21 Hearing on Disclosure Statement
TOTAL FINANCE: Files for Ch.11, to Liquidate All Dealership Outlets

TOTAL FINANCE: Has Deal With Lender, Westlake for Liquidation
TOTAL FINANCE: Sues Prior Owners for Backing Out of $85MM Deal
TRANSDIGM INC: $1.322BB Bank Debt Trades at 3% Off
TRANSDIGM INC: $1.810BB Bank Debt Trades at 3% Off
TRANSDIGM INC: $3.577BB Bank Debt Trades at 2% Off

UNIVAR INC: Fitch Assigns First-Time 'BB' LT IDR, Outlook Positive
UNIVAR INC: Moody's Hikes CFR to Ba3 on Credit Profile Improvement
US SILICA: Bank Debt Trades at 10% Off
VALLEY STREAM, NY: Moody's Cuts Issuer and GOLT Ratings to 'Ba1'
VERITAS HOLDINGS: S&P Assigns B- ICR, Outlook Stable

VIP CINEMA: Moody's Cuts CFR to B3 & 1st Lien Facility Rating to B2
WASHINGTON PRIME: Moody's Lowers Sr. Unsec. Debt Rating to Ba2
WEATHERFORD INTERNATIONAL: Incurs $2.81 Billion Net Loss in 2018
WESTINGHOUSE AIR: Moody's Cuts Sr. Notes to Ba1 & Gives Ba1 CFR
WILLOWOOD USA: Case Summary & 5 Unsecured Creditors

WITCHEY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
WOOD COUNTY HOSPITAL: Moody's Cuts Rating on $52MM Debt to Ba2
[^] BOND PRICING: For the Week from February 11 to 15, 2019

                            *********

1515-GEENERGY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: 1515-GEEnergy Holding Co. LLC
             fka BBPC LLC
             1515 Sheepshead Bay Road
             Brooklyn, NY 11235

Business Description: 1515-GEEnergy is a limited liability company
                      formed in Delaware on June 26, 2015, with
                      its headquarters in Brooklyn, New York, to
                      own 100% of the equity in BBPC.  BBPC, a New
                      York limited liability company, was formed
                      with a view of becoming a provider of power
                      and natural gas in certain of the
                      deregulated energy markets.  BBPC began
                      serving natural gas customers in New York,
                      New Jersey and Massachusetts in 2000, and
                      later expanded to serve electricity
                      customers in New York, New Jersey,
                      Massachusetts, and Connecticut in 2013.
                      Visit https://www.greateasternenergy.com
                      for more information.

Chapter 11 Petition Date: February 14, 2019

Two affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                      Case No.
     ------                                      --------
     1515-GEEnergy Holding Co. LLC (Lead Case)   19-10303
     BBPC LLC dba Great Eastern Energy           19-10304

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin J. Carey

Debtors'
Bankruptcy
Counsel:          Domenic E. Pacitti, Esq.
                  Michael W. Yurkewicz, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  919 North Market Street, Suite 1000
                  Wilmington, Delaware 19801
                  Tel: (302) 426-1189
                  Fax: (302) 426-9193
                  Email: dpacitti@klehr.com
                         myurkewicz@klehr.com

                    - and -

                  Morton R. Branzburg, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  1835 Market Street, 14 th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 569-2700
                  Fax: (215) 568-6603
                  Email: mbranzburg@klehr.com

Debtors'
Bankruptcy
Co-Counsel:       Steven S. Newburgh, Esq.
                  MCLAUGHLIN & STERN, PLLC
                  CityPlace Office Tower, Suite 1700
                  West Palm Beach, FL 33401
                  Tel: (561) 659-4020
                  Email: snewburgh@mclaughlinstern.com

Debtors'
Financial
Advisor:          GLASSRATNER ADVISORY & CAPITAL GROUP, LLC

Debtors'
Notice,
Claims,
& Balloting
Agent:            OMNI MANAGEMENT GROUP, INC.
                  https://is.gd/n8oqZ1

Estimated Assets
(on a consolidated basis): $50 million to $100 million

Estimated Liabilities
(on a consolidated basis): $50 million to $100 million

The petition was signed by Allan Brenner, authorized person.

A full-text copy of 1515-GEEnergy's  petition is available for free
at: http://bankrupt.com/misc/deb19-10303.pdf

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Fima Podvisoky                                            $583,333
130 Oceana Drive West, Apt 6B
Brooklyn, NY 11235
Tel: 718-946-2561

National Grid                                             $571,305
300 Erie Blvd. West
Syracuse, NY 13202
Attn: Monique Holligan
Tel: 315-428-3110

Keyspan Energy                                            $498,325
175 East old Country Rd
Hicksville, NY 11801-9975
Attn: Arlene Portalatin
Tel: 718-403-3136

Transcontinental Gas Pipeline                             $444,440
P.O. Box 301209
Dallas, TX 75303-1209
Attn: David Kotch
Tel: 713-215-3089
Email: david.kotch@williams.com

Approved Boro Energy                                      $212,978
6717 4th Ave
Brooklyn, NY 10022
Attn: Jeff Cohn
Tel: 718-854-7500
Email: jeffc@approvedoil.com

Iroquois Gas Transmission System                          $209,826
One Corporate Dr, Ste 600
Shelton, CT 06484
Attn: Dana Glazier
Tel: 203-925-7282
Email: dana_glazier@iroquois.com

Texas Eastern Transmission, LP                            $209,641
5400 Westheimer Court
Houston, TX 77056
Attn: Bill Freeland
Tel: 713-627-6064
Email: bill.freeland@enbridge.com

Algonquin Gas Transmission, LLC                           $202,921
5400 Westhelmer Court
Houston, TX 77056
Attn: Stuart Rodriquez
Tel: 713-627-4772
Email: stuart.rodriquez@enbridge.com

Eversource                                                $136,356
P.O. Box 660369
Dallas, TX 75266-0369
Attn: Adello Ferreira
Tel: 800-592-2000
Email: adelio.ferreira@eversource.com

Tennessee Gas Pipeline Company, LLC                       $129,304
P.O. Box 734034
Dallas, TX 75373-4034
Attn: Ruth Hern
Tel: 713-240-3881

Patriot Energy Group                                      $125,754
1 Rounder Way, Ste 200
Burlington, MA 01803
Attn: Stephen Dietz
Tel: 718-376-1888 ext. 243
Email: sdietz@patriotenergygroup.com

NYSERDA                                                   $100,183
17 Columbia Circle
Albany, NY 12203
Attn: Eric Yatto
Tel: 518-862-1090 ext 3557

SunLight General Capital                                   $75,750
135 E 57th St.
New York, NY 10022
Attn: Joseph Shipley
Tel: 212-286-1801 ext. 4
Email: jshipley@sunlightgeneral.com

Knollwood Energy                                           $72,000
P.O. Box 30
Chester, NJ 07930
Attn: Gary Lakritz
Tel: 862-432-0260
Email: gary@knollwoodenergy.com

Central Hudson Gas & Electric                              $64,737
284 South Ave
Poughkeepsie, NY 12601
Attn: Thui Ngo
Tel: 845-486-5368
Email: tngo@cenhud.com

EMEX LLC                                                   $62,675
11011 Richmond Ave, Ste 500
Houston, TX 77042
Attn: Kurt Keller
Tel: 713-521-9797
Email: commissions@energymarketexchange.com

Pinchas Rubinfeld                                          $57,245
4504 17th Ave
Brooklyn, NY 11204
Tel: 718-633-4423
Email: pinirub@yahoo.com

Taylor Consulting                                          $56,745
625 Main St.
Pittson, PA 18641
Attn: Karen Tomaine
Tel: 570-414-0880
Email: commissions@taylorcc.com

DTE Energy Trading Inc.                                    $50,000
414 S. Main St. Ste 200
Ann Arbor, MI 48104
Attn: Boyd Smith
Tel: 734-887-2020
Email: dte_env_sttlmts@dteenergy.com

Covanta Energy, LLC                                        $49,443
P.O. Box 28893
New York, NY 10087-8893
Tel: 800-950-8749

Tradition Energy                                           $48,614
9 West Broad St, 9th Fl
Stamford, CT 06902
Attn: Brian McDermot
Tel: 202-205-9656
Email: brian.mcdermott@traditionenergy.com

Sau Yeung                                                  $48,036
2546 East 19th St.
Brooklyn, NY 11236
Tel: 718-648-0900
Email: chau864@yahoo.com

Oxford Health Plans                                        $40,643
P.O. Box 1697
Newark, NY 07101-1697
Attn: Group No.: BD17502
Tel: 888-201-4216

Dominion Energy                                            $40,013
707 E Main St.
Richmond, VA 23261
Attn: Kimberly Stanley
Tel: 804-775-3328
Email: kimberly.a.stanley@dominionenergy.com

Transparent Energy                                         $39,695
695 Route 46 West, Ste 408
Fairfield, NJ 07004
Attn: Dustin Scarpa
Tel: 973-472-3942

Sprague Energy Solutions                                   $37,645
185 International Dr
Portsmouth, NH 03801
Attn: Marilyn Sweeney
Tel: 732-440-0017
Email: mssweeney@spragueeenergy.com

Solar House                                                $36,805
111 Midtown Bridge Approach
Hackensack, NJ 07601
Attn: Robert Bakos
Tel: 201-487-8444 ext. 236
Email: rbakos@icehousenewjersey.com

SOL SREC II, LLC                                           $34,410
114 State Road, Building B
Sagamore Beach, MA 02562
Attn: Richelle Brady
Tel: 508-888-6034

World Energy                                               $33,542
466 Main St.
Worcester, MA 01608
Attn: Susie Shannon
Tel: 860-768-1931
Email: enrollments@worldenergy.com

Macquarie Group
c/o Morris, Nichols, Arsht & Tunnell LLP                   Unknown
1201 North Market St.
P.O. Box 1347
Wilmington, DE 19899-1347
Attn: Derek C. Abbot
Tel: 302-351-9357
     302-593-4729


ACOSTA INC: Moody's Cuts CFR to Caa3, Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service downgraded Acosta, Inc.'s Corporate
Family Rating ("CFR") to Caa3 from Caa2 along with its Probability
of Default Rating ("PDR") to Caa3-PD from Caa2-PD. At the same
time, Moody's downgraded Acosta's senior secured bank credit
facilities to Caa2 from Caa1 and its senior unsecured notes to Ca
from Caa3. The rating outlook remains stable.

The downgrades reflect Moody's view that a default (as defined by
Moody's) will be very difficult for Acosta to avoid given its
untenable capital structure with debt/EBITDA at 9.9x and its
diminished liquidity profile. While Acosta was able to extend the
maturity of its revolving credit facility, the maturity was only
extended to March 2020 unless Acosta raises an additional $150
million in capital as allowed under the existing term loan which
then enables an extension of the maturity to June 2021. Also, the
size of the extended revolver was reduced to about $182 million.
This potentially leaves Acosta with only $16 million of excess
revolver availability after September 2019 and $25 million of cash
balances. In addition, Acosta's revenue and EBITDA declines
accelerated in the fourth quarter ended October 2018, missing
Moody's estimates and resulting in full year EBITDA of $273 million
(adjusted for goodwill impairment and one-time items but excluding
the pro forma impact of cost savings). Moody's estimates that
EBITDA will remain very weak in 2019 such that debt/EBITDA will
remain around 10x. Given that the prospects for an earnings
recovery in 2020 is highly uncertain, the downgrade also
acknowledges Moody's current view of expected family recovery to be
about 50% in a default scenario.

Downgrades:

Issuer: Acosta, Inc.

  - Probability of Default Rating, Downgraded to Caa3-PD from
Caa2-PD

  - Corporate Family Rating, Downgraded to Caa3 from Caa2

  - Senior Secured First Lien Term Loan, Downgraded to Caa2 (LGD3)
from Caa1 (LGD3)

  - Senior Secured First Lien Revolving Credit Facility, Downgraded
to Caa2 (LGD3) from Caa1 (LGD3)

  - Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
(LGD5) from Caa3 (LGD5)

Outlook Actions:

Issuer: Acosta, Inc.

  - Outlook, Remains Stable

RATINGS RATIONALE

Acosta's Caa3 CFR reflects its unsustainable capital structure and
very high risk of a balance sheet restructuring when it seeks to
address the maturity of its $2 billion term loan. In addition,
should Acosta successfully raise an additional $150 million in
capital, a potential distressed exchange remains likely. The Caa3
also acknowledges Acosta's weak liquidity profile given its
negative free cash flow (after mandatory debt amortization and
required acquisition notes payments) and limited availability under
its revolving credit facility. While Acosta was able to extend the
maturity of its revolving credit facility, total commitments were
reduced to $215 million and about $34 million of these commitments
did not extend beyond the original September 2019 maturity date.
Additionally, should Acosta be unable to raise additional capital,
the $182 million extended revolving credit commitments expires in
March 2020. However, Moody's notes that Acosta's credit profile
continues to benefit from its ability to cover its debt service
costs given its favorable interest rates with EBITA to interest
expense of 1.3 times at October 30, 2018 and that the cost
reduction initiative implemented in the first quarter ended
December 2018 should help to preserve EBITDA generation. In
addition, should Acosta be able to raise additional capital, it
will benefit from the lack of any near dated debt maturities.

The stable rating outlook acknowledges that Moody's believes Acosta
has a reasonable likelihood of raising additional capital which
will enable an automatic extension of its revolver maturity to June
2021. The stable outlook also reflects Moody's view that the Caa3
CFR and PDR already appropriately reflect the likelihood of default
and the potential loss at the point of default.

Acosta's ratings could be upgraded should revenue and EBITDA
improve such that the likelihood of a default is diminished and
there is a clear path to a potential successful refinancing of its
2021 debt maturities.

Downward rating pressure could result should the likelihood of
default increase for any further reason or should EBITDA declines
weaken recovery prospects.

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

Headquartered in Jacksonville, FL, Acosta, Inc. is the second
largest provider of outsourced sales, merchandising and marketing
services to retailers, manufacturers, suppliers, and producers of
primarily food-related consumer packaged goods. Annual revenues are
close to $1.8 billion. Acosta is primarily owned by affiliates of
the Carlyle Group.


ADVANTAGE SALES: $1.80BB Bank Debt Trades at 13% Off
----------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 86.83
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.25 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $1.80 billion facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


ADVANTAGE SALES: $225MM Bank Debt Trades at 13% Off
---------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 86.83
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.25 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $225 million facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


AERIAL PARENT: S&P Rates Subsidiary's New $200MM Loan 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '1'
recovery rating to Sterling, Va.-based Aerial Parent Corp. wholly
owned subsidiary Neustar Inc.'s proposed $200 million first-lien
term loan B-5 due in 2024. The '1' recovery rating indicates S&P's
expectation for very high (90%-100%; rounded estimate: 90%)
recovery in the event of payment default. The company will use net
proceeds from the term loan to repay its $138 million first-lien
term loan B-3 due 2020 and add cash to the balance sheet.

S&P's 'B' issuer credit rating and stable outlook on Aerial Parent
Corp. are unaffected. S&P expects adjusted leverage will remain
consistent with its base-case forecast and increase to the mid-6x
area in 2019 from the high-4x area in 2018 following the transition
of the Number Portability Administration Center (NPAC) contract to
iconnectiv in mid-2018.

Despite the increase in Aerial's first-lien debt, the 'BB-'
issue-level rating and '1' recovery rating on the company's
existing first-lien secured debt are unchanged because of a higher
enterprise value assumed in its hypothetical default scenario due
to recent acquisitions. Neustar recently acquired the security
services business of Verisign for $50 million in cash at close,
with up to $70 million of additional consideration based on
performance targets. The company also recently acquired
authentication and fraud solutions provider TRUSTID for an
undisclosed amount.

The 'CCC+' issue-level and '6' recovery ratings on the Aerial's
second-lien debt are also unchanged. The '6' recovery rating
indicates S&P's expectation for negligible recovery (0%-10%;
rounded estimate: 5%) in the event of a payment default.

  RATINGS LIST

  Aerial Parent Corp.
  Neustar Inc.
   Issuer Credit Rating                    B/Stable--

  New Issue Rating
  
   Neustar Inc.
   $200 mil secured term loan B-5          BB-
     Recovery Rating                       1(90%)


AIR FORCE VILLAGES: Fitch Affirms BB+ on $124MM 2016 Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating assigned to the
$124,020,000 Tarrant County Cultural Education Facilities Finance
Corporation retirement facility revenue bonds series 2016 issued on
behalf of Air Force Villages dba Blue Skies of Texas (BST).

The Rating Outlook is Stable.

SECURITY

The series 2016 bonds are secured by a gross revenue pledge,
mortgage pledge and debt service reserve fund.

KEY RATING DRIVERS

STABLE FINANCIAL PROFILE: The affirmation at 'BB+' reflects BST's
financial profile in fiscal 2018, which demonstrated good
profitability and improving liquidity ratios. Net operating margin
- adjusted of 24.5% and an operating ratio of 93% were well above
the below investment grade (BIG) medians of 18.3% and 101.6%
respectively. BST's $37 million in unrestricted cash and
investments at Sept. 30, 2018 equated to 29.4% of debt, 4.6x
cushion ratio and 316 days cash on hand (DCOH), which is improved
from Sept. 30, 2017 metrics of 27.4%, 4.4x and 306 days
respectively.

ADEQUATE OPERATING PROFILE: BST operates two continuing care
retirement communities (CCRC): BST Senior Living East (BST East)
and BST Senior Living West (BST West). Occupancy at BST East
continues to be challenged following a repositioning project that
was completed in 2012. However, the 70.4% independent living unit
(ILU) occupancy in fiscal 2018 was slightly improved compared to
67% in fiscal 2017 and 67.9% in fiscal 2016. BST West's ILU
occupancy was 82.5% in fiscal 2018 compared to 84.2% and 85.4% in
fiscal 2017 and 2016. Census in assisted living and memory care
were particularly strong in fiscal 2018 at 91% combined and while
skilled nursing facility (SNF) census was only 79.1% in 2018,
strong Medicare census from higher acuity residents helped to
increase revenues in fiscal 2018. A marketing and sales consultant
has been hired to help increase occupancy at both campuses.
Furthermore, additional capital expenditures to renovate ILUs and
memory care are planned in order to strengthen BST's competitive
position.

MODERATE LONG-TERM LIABILITY PROFILE: BST's debt metrics are
moderately high as maximum annual debt service (MADS) of $8 million
equated to 15.9% of fiscal 2018 total revenues, which is improved
from earlier years and is slightly stronger than the BIG category
median of 16.5%. Debt to net available of 9.1x in 2018 is also
better than the BIG category median of 9.8x as a result of revenue
growth in monthly service fees as well as increased Medicare census
in the SNF. MADS coverage (including turnover entrance fee
receipts) was good for the rating at 1.7x in fiscal 2018 in
relation to the BIG category median of 1.3x.

RATING SENSITIVITIES

STABILITY IN PERFORMANCE: Fitch expects BST's performance to remain
stable at current levels, with adequate coverage of actual debt
service. A return to an investment grade rating will be dependent
on growing liquidity in line with 'BBB' category medians while
maintaining debt service coverage around 2x. A trend of weaker
operations and declining liquidity could negatively pressure the
rating.

CREDIT PROFILE

BST operates two CCRCs, BST East and BST West, located in San
Antonio, TX. BST East opened in 1970 and BST West opened in 1987,
and both communities have historically served retired officers of
all uniformed services and their spouses, widows or widowers. As of
November 2013, the board approved the expansion of eligibility to
individuals with no prior military affiliation.

The organization changed its name in May 2014 and the official
launch of a rebranding campaign began in October 2014. BST
predominately offers a Type B contract, but also has a small number
of residents in Type A and rental contracts. The large majority
(approximately 86%) of residents at BST are in Type B
non-refundable contracts that amortize over 42 months. As of June
2018, BST had a total of 732 ILUs, 57 assisted living units (ALUs),
72 memory care units, and 127 SNF beds. BST had $53.6 million in
total revenue in fiscal 2018 (June 30 fiscal year end; audited).

STABLE FINANCIAL PROFILE

BST's management team continues to focus on strengthening
operations by improving occupancy and expense management. The
community's operating ratio and net operating margin - adjusted
were 93% and 24.5% respectively in fiscal 2018, which is better
than the BIG medians of 101.6% and 18.3%. Net entrance fees of $5.4
million in fiscal 2018 were higher than the four years prior, which
averaged $4.4 million. BST's $37 million in unrestricted liquidity
at Sept. 30, 2018 increased nearly $2 million since Sept. 30, 2017
and equated to 29.4% of debt, 4.6x cushion ratio and 316 days cash
on hand - generally in line with the BIG medians of 32.1%, 4.5x and
292 days. Cash and investments should grow in early 2019 as a
parcel of land owned by BST sold in Jan. 2019 for approximately
$1.5 million. Balance sheet stability is aided by the fact that
most of BST's contracts are non-refundable.

MIXED OCCUPANCY

Overall ILU occupancy continues to be soft, averaging 78.1% in
fiscal 2018 due to particularly weak occupancy at BST East. ILU
occupancy was most recently 70% at BST East and 83% at BST West for
the first quarter of fiscal 2019 (ended Sept. 30, 2018). ALU and
memory care occupancy were both strong in fiscal 2018 at 92.1% and
90.1% in fiscal 2018. While SNF occupancy averaged only 79.1% in
fiscal 2018, strong Medicare census and higher acuity residents
helped to bring in revenues above the budget for the 2018 fiscal
year.

Management is considering building five or six new ranch homes on
campus. The project is not likely to take place unless the units
are presold and management notes that entrance fees are well above
construction costs, which provides cushion in the event that costs
are above expected levels. Renovations continue on campus as many
of the older ILUs are in need of updates to stay competitive.
Management is monitoring the sales pace of the different ILU
offerings on campus and has been adjusting the speed and cost of
renovations to avoid drawing down on the balance sheet.
Furthermore, the replacement of the existing remodeling contractor
has helped to reduce renovation costs, providing better margins
when ILUs are reoccupied. Approximately $4 million has been
budgeted for fiscal 2019 for ILU renovations - this level of ILU
renovations is expected to continue for the foreseeable future.

The local market is competitive and the location of BST East
results in competition with local for-profit rental facilities
while BST West competes with other non-for-profit retirement
communities in the area that offer the full continuum of care. In
addition, there has recently been increased free standing ALU and
memory care competition. Management has responded to occupancy
challenges by hiring additional sales staff and contracting with a
new consultant to provide sales and marketing services. The new
consultant is expected to provide a full differentiated marketing
plan for both BST East and BST West, which may help sales going
forward given the different products and markets of the two
campuses.

Lastly, planning is underway for an interior remodel and exterior
refresh of Freedom House (72 memory care units at BST West). The
project is not expected to create any service disruptions and will
cost approximately $6.5 million (to be fully covered by charitable
funds). Approximately 30% of Freedom House's admissions are
external admits, which heightens the need to stay competitive with
local memory care providers.

DEBT PROFILE

BST's debt profile is conservative with 100% fixed rate debt. The
only debt outstanding is the series 2016 bonds. Debt service is
level and MADS is $8.1 million. There are no additional debt
plans.

DISCLOSURE

BST provides quarterly (within 45 days) and annual (within 150
days) disclosure via the Municipal Securities Rulemaking Board's
EMMA system.


ALF RUNOFF 2: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: LF Runoff 2, LLC
          fka Plutos Sama, LLC
        1900 Main Street Ste 640
        Irvine, CA 92614

Business Description: LF Runoff 2, LLC f/k/a Plutos Sama, LLC
                      operates a portfolio of companies which
                      include law firms.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Case No.: 19-10526

Judge: Hon. Theodor Albert

Debtor's Counsel: Marc C. Forsythe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman Avenue, Suite 1200
                  Irvine, CA 92612
                  Tel: 949-798-2460
                  Fax: 949-955-9437
                  E-mail: kmurphy@goeforlaw.com
                          mforsythe@goeforlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matthew C. Browndorf, managing member.

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/cacb19-10526.pdf


AMERICAN AXLE: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which American Axle &
Manufacturing is a borrower traded in the secondary market at 96.25
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.98 percentage points from the
previous week. American Axle pays 225 basis points above LIBOR to
borrow under the $1.550 billion facility. The bank loan matures on
April 7, 2024. Moody's rates the loan 'Ba2' and Standard & Poor's
gave a 'BB' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


ARADIGM CORP: Files for Chapter 11 to Pursue Sale
-------------------------------------------------
Aradigm Corporation (OTCQB: ARDM) filed for creditor protection
under Chapter 11 of the U.S. Bankruptcy Code in the Alameda County
Court District to facilitate the sale of its assets.

On Feb. 11, 2019, Aradigm determined that without confirmation of
funding from their primary investor and partner, the Company would
not have enough funds to meet all of their future financial
obligations.  Therefore, the Company had no alternative but to
consider filing for bankruptcy protection in order to preserve its
going concern value.  As a result, Aradigm's Board of Directors
issued a unanimous consent authorizing Aradigm Corporation to file
for protection under Chapter 11 of the U.S. Bankruptcy Code.

Aradigm intends to commence a process to sell substantially all of
its assets to an interested party, subject to Bankruptcy Court
approval.  The proceeds from the sale would be distributed to
satisfy the claims of its creditors, also subject to Court
approval.  Remaining assets, if any, would then be distributed to
the Company's stockholders.

Aradigm remains confident in the efficacy, safety and quality of
Apulmiq (US)/Linhaliq (EMA).  It is committed to continue working
toward the approval of Apulmiq (US)/Linhaliq (EMA) for Non-Cystic
Fibrosis Bronchiectasis (NCFBE) patients who have chronic infection
with P. aeruginosa, resulting in severe disease with frequent
exacerbations, high morbidity and mortality, and no available
treatment options.

                           About Aradigm

Aradigm Corp. (OTCQB: ARDM) -- http://www.aradigm.com/--is an
emerging specialty pharmaceutical company focused on the
development and commercialization of drugs for the prevention and
treatment of severe respiratory diseases.  Aradigm is currently in
Phase 3 development of Apulmiq (an investigational proprietary
formulation of ciprofloxacin for inhalation) for the treatment of
patients with NCFBE and chronic lung infection with P. aeruginosa.
Aradigm's inhaled ciprofloxacin formulations are also product
candidates for treatment of patients with cystic fibrosis and
non-tuberculous mycobacteria, and for the prevention and treatment
of high threat and bioterrorism infections, such as inhaled
tularemia, pneumonic plague, melioidosis, Q fever and inhaled
anthrax.

Aradigm sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal.
Case No. 19-40363) on Feb. 15, 2019.

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

The Hon. William J. Lafferty is the case judge.

JEFFER MANGELS BUTLER & MITCHELL LLP is the Debtor's counsel.

                          *     *     *

The meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for March 11, 2019, at 2:30 p.m.  Proofs of claim are due by June
10, 2019.


ARADIGM CORPORATION: Case Summary & 6 Unsecured Creditors
---------------------------------------------------------
Debtor: Aradigm Corporation
        3929 Point Eden Way
        Hayward, CA 94545

Business Description: Aradigm Corporation --
                      http://www.aradigm.com/-- is an emerging
                      specialty pharmaceutical company focused on
                      the development and commercialization of
                      products for the treatment and prevention of
                      severe respiratory diseases.  Over the last
                      decade, the Company invested a large amount
                      of capital to develop drug delivery
                      technologies, particularly the development
                      of a significant amount of expertise in
                      respiratory (pulmonary) drug delivery as
                      incorporated in its lead product candidate
                      that recently completed two Phase 3 clinical
                      trials, Linhaliq inhaled ciprofloxacin,
                      formerly known as Pulmaquin.  The Company
                      is headquartered in Hayward, California.

Chapter 11 Petition Date: February 15, 2019

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Case No.: 19-40363

Judge: Hon. William J. Lafferty

Debtor's Counsel: Bennett G. Young, Esq.
                  JEFFER MANGELS BUTLER & MITCHELL LLP
                  2 Embarcadero Center, 5th Floor
                  San Francisco, CA 94111-3813
                  Tel: (415) 398-8080
                  Email: byoung@jmbm.com
                         bgy@jmbm.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John M. Siebert, executive chairman and
interim principal executive officer.

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

          http://bankrupt.com/misc/canb19-40363.pdf

List of Debtor's Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hayward Point Eden I Ltd.               Lease          $3,484,584
Partnership
c/o HCP, Inc.
3760 Kilroy Airport Way, Ste 300
Long Beach, CA 90806-2473
Attn: Legal Department

Exelead, Inc.                           Trade            $845,654
6925 Guion Road
Indianapolis, IN 46268

Nancy Pecota                         Former CEO          $559,185
35385 Cheviot Court
Newark, CA 94560

Ellenoff Grossman & Schole LLP       Legal Fees           $15,510
1345 Avenue of the Americas
New York, NY 10105

The Nasdaq Stock Market LLC             Trade             $55,000
P.O. Box 780200
Philadelphia, PA 19178

Patsnap UK Ltd.                         Trade              $7,350
3rd Floor, Building 11, Chiswick
Business Park


ARCIMOTO INC: Introduces Three-Wheeled Electric Vehicle Fleet
-------------------------------------------------------------
Arcimoto, Inc. unveiled the Rapid Responder, a pure electric
three-wheeled vehicle designed for first responders to efficiently
and more quickly reach emergencies, as well as for security and law
enforcement applications.

Arcimoto also announced that it has agreed in principle to test the
Rapid Responder Fleet in pilot programs with the City of Eugene,
the Eugene Springfield Fire Department, and the city of Eastvale,
California.  Arcimoto anticipates that the first production Rapid
Responders will be delivered in 2020.

"Arcimoto's ultra-efficient three-wheeled platform offers real
advantages for rapid response applications.  We believe that its
small-footprint, maneuverability, and instant torque will allow
first responders to more quickly move through congested urban cores
during emergencies, and its extraordinary efficiency will help
fleets meet their long term emissions goals," said Mark Frohnmayer,
president of Arcimoto.  "More than anything, we are excited to
create a vehicle that helps save lives."

"This pilot program is about finding the right tool for the job. In
addition to our current fleet of engines, we see the advantage of a
highly-efficient, small-footprint vehicle to help with low acuity
calls, and the potential to reduce operational costs, while being
better for the environment," said Fire Chief Joe Zaludek of Eugene
Springfield Fire.  "We also think the Rapid Responder will have the
added benefit of being a real hit at the annual Christmas Light
Firetruck Parade."

"The City of Eastvale is excited to test this vehicle for a number
of reasons," said Bryan Jones, city manager of Eastvale, CA.  "They
are electric, quiet, and air-quality friendly, which is important
for the greater Inland Empire Basin.  They can be run on solar
power from Southern California's plentiful sunshine, and they don't
require us to fill up on gas, so it will reduce operating costs.  I
could see these would be great for first responders during special
events or medical calls when a fire engine may not be required."

                       About Arcimoto, Inc.

Headquartered in Eugene, Oregon, Arcimoto, Inc. (NASDAQ: FUV) --
http://www.arcimoto.com/-- is engaged primarily in the design and
development of three-wheeled electric vehicles.  Over the course of
its first ten years, the Company designed built and tested eight
generations of prototypes, culminating in the Fun Utility Vehicle.
The Fun Utility Vehicle is a pure electric solution that is
approximately a quarter of the weight, takes up a third of the
parking space of, and is dramatically more efficient than the
average passenger car in the United States.

The report from the Company's independent accounting firm
DBBMckennon, the Company's auditor since 2016, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has earned limited revenues
from its intended operations, which raises substantial doubt about
its ability to continue as a going concern.

Arcimoto incurred a net loss of $3.31 million in 2017 and a net
loss of $1.91 million in 2016.  As of Sept. 30, 2018, the Company
had $11.81 million in total assets, $3.08 million in total
liabilities, and $8.72 million in total stockholders' equity.


ARTESYN EMBEDDED: Moody's Cuts CFR to Caa1, Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Artesyn
Embedded Technologies, Inc., including the Corporate Family Rating
(CFR) to Caa1 from B3 and the Probability of Default Rating to
Caa1-PD from B3-PD. Concurrently, Moody's downgraded the rating on
the company's senior secured notes due 2020 to Caa2 from Caa1. The
ratings outlook changed to negative from stable.

Moody's downgraded the following ratings of Artesyn Embedded
Technologies, Inc.:

Corporate Family Rating, to Caa1 from B3

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

Senior secured notes due 2020, to Caa2 (LGD5) from Caa1 (LGD5)

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

The ratings downgrade is driven by Moody's expectation that
Artesyn's free cash flow will be weaker than anticipated combined
with the company's revolving credit facility potentially maturing
within 14 months if the notes are not refinanced. In December 2017,
Artesyn's revolving credit facility was amended to mature the
earlier of November 2022 and the date that is 181 days prior to the
October 2020 maturity of the company's $233 million outstanding
notes. The higher than expected negative free cash flow has
emanated from a couple of factors including working capital use
supporting top line growth, an inventory increase to contend with
industry-wide component shortages and elevated capex to support
introduction of new products and innovation/IT-related
expenditures. Although Moody's expects free cash flow use to
improve given the temporary nature of some of the aforementioned
factors, it does not expect free cash flow to resume to
meaningfully positive levels over the near-term and it expects
reliance on the revolver to continue. As a consequence of expected
revolver usage, debt/EBITDA (including Moody's standard pension and
lease adjustments) is expected to remain higher than historical
levels at around 5.0x with EBITA/interest coverage of approximately
1.0x. Moody's notes that debt/EBITDA has stayed relatively
consistent versus 2017 due to absolute EBITDA growth offsetting
increased revolver borrowings.

Artesyn's Caa1 CFR considers its technical capabilities,
well-established relationships with major telecom and technology
firms, global presence and a competitive cost structure. These
strengths are counterbalanced by the variability in the company's
earnings from period to period due to its exposure to the highly
cyclical and short-cycle consumer electronics, computing and
telecom businesses. Margins are also thin reflecting the
competitive nature of the industry combined with a leveraged
capital structure. Favorably, during the first three quarters of
2018, the company's top line has been growing and margins improving
as the company benefits from ongoing restructuring actions that
have been reflected in margins year-to-dated and expected to
moderately improve through 2019.

Moody's characterizes Artesyn's liquidity profile as weak over the
next fourteen to twenty-four months due to the expected weak free
cash flow generation and upcoming debt maturities comprised of the
company's $233 million notes outstanding coming due on October 15,
2020 and $115 million asset-based revolving credit facility
containing a springing maturity feature that could result in the
revolver maturing 181 days before the notes if the notes are not
refinanced. The company regularly borrows under the revolving
credit facility to fund operating needs.

The negative outlook is underscored by the company's weak free cash
flow profile and meaningful debt maturities over the next 14 to 24
months.

Ratings could be downgraded if the company's liquidity position
deteriorates with cash balances declining from current levels, or
if credit metrics weaken such that debt/EBITDA trends towards 6.0x
and/or EBITA/interest coverage falls below 1.0x.

Stabilization of the rating outlook would depend on meaningfully
improved free cash flow and a successful refinancing that would
improve the company's liquidity profile by addressing debt
maturities. Ratings could be upgraded if Artesyn demonstrates
meaningful revenue growth through the acquisition of new customers
and/or contract awards, accompanied by positive free cash flow
generation, such that debt/EBITDA improves to less than 5.0 times
and EBITA/interest greater than 2.5 times could lead to upward
ratings momentum.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Artesyn Embedded Technologies, Inc. ("Artesyn") designs and
manufactures power conversion, embedded computing components, and
electronic consumer solutions and technologies. A 51% interest was
acquired by affiliates of Platinum Equity Advisors, LLC (Platinum)
in late 2013 from Emerson Electric Company (Emerson), who retained
the balance of 49%. Artesyn's primary products include application
specific, customized power conversion products, chargers for
consumer applications and microprocessor based boards and systems.
These products are used across a diverse array of end-markets
including telecom, computing & storage, industrial, medical,
military, aerospace and consumer. Sales for the twelve months ended
September 30, 2018 exceeded $1.0 billion.


AVOLON HOLDINGS: S&P Assigns 'BB+' Rating on Sr. Unsecured Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '4'
recovery rating to Avolon Holdings Funding Ltd.'s senior unsecured
notes.

The '4' recovery rating indicates S&P's expectation that lenders
would receive average (30%-50%; rounded estimate: 40%) recovery of
principal in the event of a payment default. The notes are
guaranteed by the company's parent Avolon Holdings Ltd. The company
will use the proceeds for general corporate purposes, which may
include debt repayment.

At the same time, Park Aerospace Holdings Ltd. is issuing an add-on
to its existing senior unsecured notes due 2022. S&P's ratings on
those notes remain unchanged at this time.

S&P's 'BB+' issuer credit rating on aircraft lessor Avolon Holdings
Ltd. reflects its position as the third-largest aircraft lessor. It
also incorporates Japanese financial services group ORIX Corp.'s
acquisition of a 30% stake in Avolon for $2.2 billion in November
2018.

  RATINGS LIST

  Avolon Holdings Ltd.
   Issuer Credit Rating          BB+/Stable/--

  New Rating

  Avolon Holdings Funding Ltd.
   Senior Unsecured
    Senior Notes                 BB+
     Recovery Rating             4(40%)


AVON INTERNATIONAL: S&P Rates EUR200MM Multicurrency Revolver BB-
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '1'
recovery rating to Avon International Capital PLC's newly executed
EUR200 million multicurrency revolving credit facility due 2022.

The '1' recovery rating indicates S&P's expectation for very high
(90%-100%; rounded estimate: 95%) recovery of principal in the
event of a payment default. The new revolver replaces the company's
existing $400 million revolving credit facility due June 2020. The
new revolving credit facility is a secured obligation that ranks
pari passu with Avon International Operations Inc.'s $500 million
senior secured notes due August 2022. The revolver matures in 2022;
however, its credit agreement states that the facility will
terminate 91 days prior to the maturity of the company's 4.6%
senior unsecured notes due March 2020. S&P believes that Avon will
seek to refinance these notes in the near term.

In addition to the above referenced debt instruments, Avon's
capital structure includes two other tranches of unsecured notes
due in 2023 and 2043. S&P's ratings on those notes remain
unchanged.

S&P's rating on Avon Products Inc. reflect the company's
participation in the increasingly competitive global beauty
industry, its volatile operating trends, the difficulty it has
faced in stabilizing its active representatives base, its exposure
to foreign currencies, and its highly leveraged capital structure
(gross adjusted leverage of close to 6x as of the end of fiscal
year 2018, based on the company's 8K filing). Avon's reliance on a
direct-selling model and its operational inefficiencies have made
it challenging for the company to remain competitive. Under new
management, Avon is trying to reduce the turnover of its
representatives and increase their engagement with the business by
becoming a leader in digital social selling, increasing its
representative training, and operating more efficiently. S&P
expects the company to make significant investments in its business
to revitalize the Avon brand, restore its competitiveness, and
position it for growth."

  RATINGS LIST

  Avon Products Inc.
   Issuer Credit Rating                        B/Stable/--

  New Rating

  Avon International Capital PLC
   Senior Secured
    EUR200M Multicurrency Revolver Due 2022      BB-
    Recovery Rating                            1(95%)


BIOSCRIP INC: Gilder Gagnon Has 12.23% Stake as of Dec. 31
----------------------------------------------------------
Gilder, Gagnon, Howe & Co. LLC disclosed in its most recent filing
with the Securities and Exchange Commission that as of Dec. 31,
2018, it beneficially owns 15,653,966 shares of common stock of
Bioscrip Inc., which represents 12.23 percent of the shares
outstanding.  The shares reported include 14,145,804 shares held in
customer accounts over which partners and/or employees of the
Reporting Person have discretionary authority to dispose of or
direct the disposition of the shares; 397,834 shares held in the
account of the profit sharing plan of the Reporting Person; and
1,110,328 shares held in accounts owned by the partners of the
Reporting Person and their families.  A full-text copy of the
regulatory filing is available for free at: https://is.gd/mXHUvk

                       About BioScrip, Inc.

Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services.  BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.

BioScrip reported a net loss attributable to common stockholders of
$74.27 million for the year ended Dec. 31, 2017, compared to a net
loss attributable to common stockholders of $51.84 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
$579.2 million in total assets, $615.50 million in total
liabilities, $3.12 million in series A convertible preferred stock,
$87.22 million in series C convertible preferred stock, and a total
stockholders' deficit of $126.7 million.

                         *  *   *

As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'.  BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity.

Also in August 2018, S&P Global Ratings raised its issuer credit
rating on BioScrip Inc. to 'CCC+' from 'CCC'.  "The rating upgrade
reflects our belief that BioScrip will be able to meet its debt
obligations for at least the next 12 months."


BIOSCRIP INC: Venor Capital Has 10% Stake as of Dec. 31
-------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Bioscrip, Inc. as of Dec. 31, 2018:

                                         Amount     Percent
                                      Beneficially    of
  Reporting Person                        Owned      Class
  ----------------                    ------------  -------
Venor Capital Management LP            12,855,619    10.04%
Venor Capital Management GP LLC        12,855,619    10.04%
Venor Special Situations Fund II LP     3,774,209     2.95%
Venor Special Situations GP LLC         3,774,209     2.95%
Jeffrey A. Bersh                       12,855,619    10.04%
Michael J. Wartell                     12,855,619    10.04%

Venor Capital Management serves as investment manager or investment
adviser to the Accounts with respect to which it has voting and
dispositive authority over the Shares reported in this Schedule
13G.  Venor Capital GP is the general partner of Venor Capital
Management, and as such, it may be deemed to control Venor Capital
Management and therefore may be deemed to be the indirect
beneficial owner of the Shares reported in this Schedule 13G. Venor
Special Situations is one of the Accounts and directly owns certain
of the Shares as reported in this Schedule 13G with respect to
which it has voting and dispositive authority over those Shares.
Venor Special Situations GP is the general partner of Venor Special
Situations, and as such, it may be deemed to control Venor Special
Situations and therefore may be deemed to be the indirect
beneficial owners of certain of the Shares as reported in this
Schedule 13G.  Mr. Jeffrey A. Bersh is a managing member of Venor
Capital GP and Venor Special Situations GP and Co-Chief Investment
Officer of Venor Capital Management, and as such, he may be deemed
to control Venor Capital GP, Venor Special Situations GP and Venor
Capital Management, respectively, and therefore may be deemed to be
the indirect beneficial owner of the Shares reported in this
Schedule 13G.  Mr. Michael J. Wartell is a managing member of Venor
Capital GP and Venor Special Situations GP and Co-Chief Investment
Officer of Venor Capital Management, and as such, he may be deemed
to control Venor Capital GP, Venor Special Situations GP and Venor
Capital Management, respectively, and therefore may be deemed to be
the indirect beneficial owner of the Shares reported in this
Schedule 13G.
    
A full-text copy of the regulatory filing is available for free at:
https://is.gd/S9CYKC

                     About BioScrip, Inc.

Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services.  BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.

BioScrip reported a net loss attributable to common stockholders of
$74.27 million for the year ended Dec. 31, 2017, compared to a net
loss attributable to common stockholders of $51.84 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
$579.2 million in total assets, $615.50 million in total
liabilities, $3.12 million in series A convertible preferred stock,
$87.22 million in series C convertible preferred stock, and a total
stockholders' deficit of $126.7 million.

                         *  *   *

As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'.  BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity.

Also in August 2018, S&P Global Ratings raised its issuer credit
rating on BioScrip Inc. to 'CCC+' from 'CCC'.  "The rating upgrade
reflects our belief that BioScrip will be able to meet its debt
obligations for at least the next 12 months."


BROOKSTONE HOLDINGS: March 20 Plan Confirmation Hearing
-------------------------------------------------------
The Disclosure Statement explaining Brookstone Holdings Corp. et
al.'s plan of liquidation is approved.  The date and time for
Confirmation Hearing will be March 20, 2019 at 10:00 a.m. (Eastern
Time).  The deadline for filing and serving Plan Objections will be
March 11, 2019 at 4:00 p.m. (Eastern Time).  Parties are authorized
to file reply to any Plan Objections no later than March 15, 2019
at 4:00 p.m.

Class 3 - General Unsecured Claims are impaired with recovery
around 16.4-22.5%. Each Holder of an Allowed Class 3 Claim shall
receive its Pro Rata share of the Liquidating Trust Interests in
accordance with Article IV.C.2 of the Plan on account of such
Holder's General Unsecured Claim(s) against the Debtors, which
shall entitle such holder to distributions from the Liquidating
Trust as and to the extent set forth in the Plan and the
Liquidating Trust Agreement.

Class 4 - Existing Equity Interests in Brookstone Subsidiaries are
impaired. On the Effective Date or as soon as reasonably
practicable thereafter, all Existing Equity Interests shall be
cancelled and extinguished. Holders of Existing Equity Interests in
the Brookstone Subsidiaries shall not receive any distribution or
retain any property pursuant to the Plan.

Class 5 - Existing Equity Interests in Brookstone Parent are
impaired. On the Effective Date or as soon as reasonably
practicable thereafter, all Existing Equity Interests in Brookstone
Parent shall be cancelled and extinguished. Holders of Existing
Equity Interests in Brookstone Parent shall not receive any
distribution or retain any property pursuant to the Plan.

The Debtors, in consultation with the Committee, analyzed, inter
alia, the Debtors' books and records, intercompany accounting
practices, corporate structure, shared staff and services,
financial reporting, and cash management practices. Based on that
analysis, the Plan contemplates and is predicated upon entry of an
Order substantively consolidating the Debtors' Estates and the
Chapter 11 Cases. Entry of the Confirmation Order shall constitute
the approval, pursuant to section 105(a) of the Bankruptcy Code,
effective as of the Effective Date, of the substantive
consolidation of the Debtors for voting, confirmation, and
distribution purposes under the Plan. Solely for such purposes, on
and after the Effective Date, (i) all assets and all liabilities of
the Debtors shall be deemed merged into Brookstone Parent, (ii) all
guaranties of any Debtor of the payment, performance, or collection
of obligations of another Debtor shall be eliminated and cancelled,
(iii) any obligation of any Debtor and all guaranties thereof
executed by one or more of the other Debtors shall be treated as a
single obligation, and such guaranties shall be deemed a single
Claim against the consolidated Debtors, (iv) all joint obligations
of two or more Debtors and all multiple Claims against such
entities on account of such joint obligations shall be treated and
allowed only as a single Claim against the consolidated Debtors,
and (v) each Claim filed in the Chapter 11 Case of any Debtor shall
be deemed filed against the consolidated Debtors and a single
obligation of the consolidated Debtors on and after the Effective
Date. Upon the Effective Date, all Intercompany Claims shall be
cancelled and extinguished. Holders of Intercompany Claims shall
not receive any distribution or retain any property pursuant to the
Plan.

A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at:

         http://bankrupt.com/misc/deb19-1811780BLS.pdf

                  About Brookstone Holdings

Founded in 1965, Brookstone Holdings Corp. is a U.S.-based product
developer and retailer of wellness, entertainment, and travel
products that are fun to discover, smart to use and beautiful in
design.  Brookstone products are available at its 35 retail
locations in airports throughout the U.S., online at Brookstone.com
and through select premium retailers worldwide.

Brookstone Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-11780) on Aug. 2, 2018.

In the petitions signed by Stephen A. Gould, secretary, the Debtors
estimated assets of $50 million to $100 million and liabilities of
$100 million to $500 million.

Judge Brendan Linehan Shannon presides over the cases.

The Debtors tapped Gibson, Dunn & Crutcher LLP as their bankruptcy
counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel;
Berkeley Research Group, LLC as financial advisor; GLC Advisors &
Co. as investment banker; and Omni Management Group, Inc., as
administrative agent.


CANBRIAM ENERGY: Moody's Cuts CFR to 'Caa3', Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Canbriam Energy Inc.'s
Corporate Family Rating (CFR) to Caa3 from B3, Probability of
Default Rating to Caa3-PD from B3-PD, and US$350 million senior
unsecured notes rating to Ca from Caa1. The outlook remains
negative.

"The downgrade reflects weak liquidity given the tight window to
achieve a viable plan to extend the revolver due in April 2019 or
refinance the notes due in November 2019," said Paresh Chari VP --
Senior Analyst.

Downgrades:

Issuer: Canbriam Energy Inc.

  - Probability of Default Rating, Downgraded to Caa3-PD from
B3-PD

  - Corporate Family Rating, Downgraded to Caa3 from B3

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

Outlook Actions:

Issuer: Canbriam Energy Inc.

  - Outlook, Remains Negative

RATINGS RATIONALE

Canbriam (Caa3 CFR) is challenged by: 1) the revolver maturity in
April 2019 and senior notes in November 2019; 2) high exposure to
weak western Canadian natural gas prices, favorable hedges that
rolled off in 2018 and minimal hedges in 2019 that will weaken
margins; 3) a weak leveraged full-cycle ratio (LFCR) of less than
1x in 2019; and 4) geographic concentration in the Montney
formation in northeast British Columbia. The company is supported
by: 1) a sizeable reserves and production base (38,000 boe/d
(barrel of oil equivalent per day) expected in 2019; 2) low
sustaining capital spending that supports around breakeven free
cash flow in 2019; and 3) strong expected retained cash flow to
debt (about 20%) and EBITDA to interest (about 3x) in 2019.

Canbriam's liquidity is weak. At September 30, 2018 Canbriam had
about C$8 million of cash and C$80 million due April 30, 2019 under
its C$350 million borrowing base revolver and a US$350 million
senior unsecured note maturity on November 15, 2019. The company
has no financial covenants. Alternate liquidity is limited as
assets are pledged as collateral to the secured revolving credit
facility, however the company's midstream assets could provide a
potential source of liquidity.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$350 million senior unsecured notes are rated Ca, one notch
below the Caa3 CFR, due to the priority ranking of the C$350
million secured borrowing base revolving credit facility.

The negative outlook reflects imminent refinancing risk with a
short window to achieve a viable plan to address upcoming
maturities.

The ratings could be upgraded if the senior notes are refinanced
and the revolver maturity is extended such that liquidity would be
at least adequate.

The ratings could be downgraded if the company pursues a formal
restructuring resulting in a weaker than anticipated recovery on
its debt.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Canbriam Energy Inc. (Canbriam) is a private Calgary, Alberta-based
independent exploration and production company focused in the
Montney formation in northeastern British Columbia with (net of
royalties) production at about 38,000 boe/d at LTM Q3 2018 (83%
natural gas).


CELLECTAR BIOSCIENCES: Chief Financial Officer Resigns
------------------------------------------------------
Brian M. Posner gave notice to Cellectar Biosciences, Inc. of his
resignation as chief financial officer, effective March 8, 2019.
The Company has initiated a search to identify and recruit a new
candidate for the role of chief financial officer.

In connection with his resignation, Mr. Posner acknowledged that
his resignation did not result from any disagreement regarding the
Company's financial reporting or accounting policies, procedures,
estimates or judgments.

                  About Cellectar Biosciences

Cellectar Biosciences -- http://www.cellectar.com/-- is focused on
the discovery,  development and commercialization of drugs for the
treatment of cancer.  The Company plans to develop proprietary
drugs independently and through research and development
collaborations.  The core drug development strategy is to leverage
its PDC platform to develop therapeutics that specifically target
treatment to cancer cells.  Through R&D collaborations, the
Company's strategy is to generate near-term capital, supplement
internal resources, gain access to novel molecules or payloads,
accelerate product candidate development and broaden its
proprietary and partnered product pipelines.

The report from the Company's independent accounting firm Baker
Tilly Virchow Krause, LLP, in Madison, Wisconsin, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

Cellectar reported a net loss attributable to common stockholders
of $15.01 million for the year ended Dec. 31, 2017, following a net
loss attributable to common stockholders of $9.36 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
$19.54 million in total assets, $2.66 million in total liabilities
and $16.88 million in total stockholders' equity.


CENTURYLINK INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR
---------------------------------------------------------------
U.S.-based diversified telecommunications provider CenturyLink Inc.
reduced its dividend to $1.1 billion per year from $2.3 billion and
lowered its leverage target to 2.75x-3.25x from 3.00x-4.00x.

S&P Global Ratings on Feb. 14 revised its outlook on CenturyLink to
stable from negative and affirmed all of its ratings, including the
'BB' issuer credit rating, on the company.

"The outlook revision reflects CenturyLink's more conservative
financial policy, which will improve its DCF by about $1.2 billion
per year and enable the company to reduce its leverage to around
4.2x by year-end 2019 and below 4.0x in 2020 under our base-case
forecast," S&P said.  "Despite our expectation for lower revenue
over the next couple of years, the improvement in the company's key
credit metrics will also be driven by the realization of additional
cost synergies from CenturyLink's acquisition of Level 3 beyond the
$850 million it has already achieved since 2017."

Management expects to realize about $800 million-$1 billion of
additional cost savings from Level 3 over the next three years,
which $&P believes is achievable. However, $&P anticipates that any
sustained improvement in the company's leverage over the
longer-term would be predicated on stabilizing its revenue
performance, which will be difficult to achieve because of the
aggressive competition and secular industry pressures it is
facing.

"The stable outlook on CenturyLink reflects that, despite our
expectation for low-to-mid-single digit percent revenue declines
over the next year, we anticipate costs savings and the company's
improved DCF generation--due to the reduction of its
dividend--should enable it to maintain adjusted leverage
comfortably below 4.5x over the next year," S&P said.

Although unlikely in the near-term, S&P said it could lower its
rating on CenturyLink if the revenue trends in its consumer segment
deteriorate by more than S&P expects because of an acceleration in
broadband customer losses, if the company loses revenue from the
discontinuance and restructuring of less profitable contracts, or
if it experiences weaker trends in its enterprise segment. More
specifically, S&P could lower the rating if these trends more than
offset management's cost-cutting initiatives and reduce the
company's EBITDA such that its adjusted leverage rises above 4.5x
on a sustained basis. Weaker than expected operating and financial
performance in the enterprise and global segments could also prompt
S&P to revisit its business risk assessment and revise thresholds
for an upgrade and downgrade at the current rating level.

"An upgrade is also unlikely given the company's stated financial
policy, including its net leverage target of 2.75x-3.25x. This is
because the company's leverage--even at the high end of the
range--would be above our 3.50x threshold for an upgrade (including
S&P Global adjustments)," S&P said. "Furthermore, we believe it
will be difficult for CenturyLink to stabilize its top-line
performance because of secular industry declines and intense
competitive pressures, which will make it challenging for the
company to reduce its leverage below 3.5x over the longer-term."


COLORADO BUYER: Bank Debt Trades at 5% Off
------------------------------------------
Participations in a syndicated loan under which Colorado Buyer Inc.
is a borrower traded in the secondary market at 95.08
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.53 percentage points from the
previous week. Colorado Buyer pays 300 basis points above LIBOR to
borrow under the $815 million facility. The bank loan matures on
May 1, 2024. Moody's rates the loan 'Ba3' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


CORNERSTONE VALVE: 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.
     ------                                        --------
     Cornerstone Valve LLC                         19-30869
     4000 Greenbriar, Ste 100
     Stafford, TX 77477

     Well Head Component Inc                       19-30870
     4000 Greenbriar, Ste 100
     Stafford, TX 77477

Business Description: Cornerstone Valve LLC --
                      www.cornerstonevalue.com -- is a
                      manufacturer of fabricated metal products.

                      Well Head Component, Inc., doing business as

                      Avsco, provides supply chain and project
                      management services.  The Company offers
                      engineering, designing, and manufacturing
                      services, as well as modification and
                      logistics services.  Avsco is an
                      international OEM representative and
                      distributor of industrial products for
                      the most requested brands used by energy
                      markets.  Headquartered in Houston, Texas
                      USA, Avsco has an in-country presence in
                      Nigeria, Libya, UAE and most recently in
                      Brazil and Italy.  For more information,
                      visit http://www.avsco.com/

Chapter 11 Petition Date: February 15, 2019

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judges: Hon. David R. Jones (19-30869)
        Hon. Eduardo V. Rodriguez (19-30870)

Debtors' Counsel: Sartaj Singh Bal, Esq.
                  SARTAJ BAL PC
                  5315 Cypress Creek Parkway, #B295
                  Houston, TX 77069
                  Tel: 713-885-6395
                  E-mail: ssb6509@me.com
                          ssb@880mail.com

Cornerstone Valve's
Estimated Assets: $1 million to $10 million

Cornerstone Valve's
Estimated Liabilities: $1 million to $10 million

Well Head's
Estimated Assets: $1 million to $10 million

Well Head's
Estimated Liabilities: $500,000 to $1 million

The petitions were signed by Nitesh Gupta, president and CEO.

The full-text copies of the petitions containing, among other
items, lists of the Debtors' 20 largest unsecured creditors are
available for free at:

         http://bankrupt.com/misc/txsb19-30869.pdf
         http://bankrupt.com/misc/txsb19-30870.pdf


CORRIDOR MEDICAL: BankUnited Prohibits Further Cash Collateral Use
------------------------------------------------------------------
BankUnited, N.A., requests the U.S. Bankruptcy Court for the
Western District of Texas to prohibit Corridor Medical Services,
Inc. and its affiliates from further use of cash collateral or to
modify existing Agreed Final Cash Collateral Order to accommodate
payment to BankUnited and grant replacement liens.

Corridor, as borrower, along with Stephen Nelson (individually),
and Mobile Radiology, Inc., entered into a loan agreement
authorized by the Small Business Administration, permitting the
borrowers to borrow $1,063,300 from First Chatham Bank with the
loan guaranteed by the SBA. The debt created by said SBA Loan was
memorialized in a Promissory Note. The Note was collateralized by,
among other things, all of Corridor's inventory, equipment,
accounts, chattel paper, instruments, letters of credits,
documents, deposit accounts and all other assets owned by Corridor
pursuant to the Security Agreement.

Chatham's security interest includes proceeds, and with respect to
the assets acquired from Mobile Radiology, Inc., primes the
interest of any other secured lender with respect to those assets,
including the security interest of Pioneer Bank, SSB.

Chatham assigned the debt and security interests described above to
CertusBank, N.A., which in turn assigned the debt and security
interests to BankUnited.

BankUnited asserts that it was not served as required and, as a
result of the Debtors' failure to follow the express directions of
the Court, the Court did not have jurisdiction over the person of
BankUnited. Consequently, where BankUnited has not been properly
served, personal jurisdiction is lacking and the Final Order
entered by the Court is void as to BankUnited.

BankUnited recounts that the Debtors filed their Motion for Use of
Cash Collateral on or about Dec. 1, 2018. The Certificate of
Service reflects that Debtors' Motion was "…served upon the
parties on the attached Matrix…" with respect to parties then
registered to receive such service. BankUnited is identified on the
attached matrix, listing the address for its operations center in
Miami Lakes, Florida. However, the loan officer, loan number or
other identifying information does not appear to have been used.

On Dec. 3, 2018, a Notice of Expedited Hearings was filed by the
Debtors. The Certificate of Service states that all of the first
day motions identified in the Certificate of Service were
"…served electronically, on Dec. 3, 2018, to all parties listed
on the attached First Master Service List and electronically by the
Court's ECF system to all parties registered to receive such
service." The Certificate of Service for the Notice again lists
BankUnited's operations center in Miami Lakes, Florida.

The First Master Limited Service List attached to the notice does
not have any identifiable information that would permit electronic
service for BankUnited, and no provision appears to have been made
for alternative forms of service.

The Debtor's Motion was granted and an Agreed Interim Order was
docketed on Dec. 4, 2018. However, the BNC Certificate of Mailing
certifying that the Agreed Interim Order was served does not
reflect any type of service on BankUnited.

Subsequently, an Agreed Final Order was entered on Dec. 20, 2018.
However, counsel for BankUnited is unable to find any evidence of
any other service of the Final Order, including service on
BankUnited.

                  About Corridor Medical Services

Corridor Medical Services, Inc., provides mobile imaging and
laboratory diagnostic services.  It offers digital x-ray,
ultrasound, EKG, and lab services to nursing homes, hospice
centers, assisted living facilities, clinics, surgery centers,
home-bound patients, and any place with patients who are restricted
to travel.

Corridor Medical Services and its affiliates Correctional Imaging
Services, LLC and CMMS Lab LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-11569 to
18-11571) on Nov. 30, 2018.  

Corridor Medical Services estimated up to $50,000 in assets and $10
million to $50 million in liabilities as of the bankruptcy filing.


The cases have been assigned to Judge Tony M. Davis.

Barron & Newburger, PC, is the Debtors' counsel. Unique Strategies
Group, Inc., serves as its financial advisor.


COTY INC: Moody's Puts 'B1' CFR Under Review for Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings for Coty Inc. on
review for downgrade. This includes the company's B1 Corporate
Family Rating and B1-PD Probability of Default Rating.

It also includes the Ba3 rating on Coty's first lien senior secured
credit facility, and the B3 on its guaranteed unsecured notes. The
review reflects the uncertainty around the nature of the financing
for JAB Holding Company S.a r.l.'s ("JAB") partial tender offer of
Coty's shares, and the impact -- if any -- on Coty's cash flow and
financial leverage. Moody's will analyze the potential pressure on
Coty to upstream dividends to JAB in order to service incremental
debt being incurred to finance the tender. Moody's notes that there
was little cushion for additional credit pressure at Coty's current
B1 Corporate Family Rating, as reflected by the negative rating
outlook.

On Review for Downgrade:

Issuer: Coty Inc.

  - Corporate Family Rating, Placed on Review for Downgrade,
currently B1

  - Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD

  - Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Ba3 (LGD3)

  - Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B3 (LGD5)

Affirmations:

Issuer: Coty Inc.

  - Speculative Grade Liquidity Rating, Affirmed SGL-4

Outlook Actions:

Issuer: Coty Inc.

  - Outlook, Changed To Rating Under Review From Negative

RATINGS RATIONALE

Moody's current review will focus on details of the financing of
JAB's partial tender offer and its impact on Coty's leverage and
cash flow. The review will also focus on underlying operating
trends at Coty.

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

Coty Inc. ("Coty"), a public company headquartered in New York, NY,
is one of the leading manufacturers and marketers of fragrance,
color cosmetics, and skin and body care products. Some key brand
include Covergirl, Clairol and philosophy. The company's products
are sold in over 130 countries. Coty generates roughly $9.2 billion
in annual revenues.


CSC HOLDINGS: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under which CSC Holdings Inc.
is a borrower traded in the secondary market at 97.28
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.04 percentage points from the
previous week. CSC Holdings pays 250 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
January 12, 2026. Moody's rates the loan 'Ba2' and Standard &
Poor's gave a 'BB-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


D&J FITNESS: Has Permission to Use City Bank Cash Collateral
------------------------------------------------------------
The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the
Northern District of Florida authorized D&J Fitness West, LLC, to
use Capital City Bank's cash collateral to pay ordinary monthly
expenses and all fees required by the U.S. Trustee and Clerk of the
Court.

Capital City Bank will have a first priority postpetition security
interest in, and lien upon, all of the Debtor's personal property
including, without limitation, all of the Debtor's accounts
receivable, which are or have been acquired, generated or received
by the Debtor after the date of filing of the petition, to the same
extent that City Bank held a properly perfected prepetition
security interest or lien in the accounts receivable immediately
prior to the Petition Date.

On the 25th day of each month, the Debtor will deliver to City
Bank, through its counsel, monthly payments in the amount of
$1,000.  This amount will be paid after normal and necessary
business expenses and U.S. Trustee fees.

In addition, the Debtor will maintain insurance coverage for its
business operations and real and personal property, if applicable,
in accordance with its obligations under the loan and security
documents with City Bank. The Debtor will also promptly furnish
City Bank with such financial and other information as required by
the underlying loan documents and such other information, documents
and reports as City Bank may reasonably request.

A copy of the Order is available at

              http://bankrupt.com/misc/flnb18-40545-105.pdf

                      About D&J Fitness West

D&J Fitness West, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40545) on Oct. 9,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.

The case is assigned to Judge Karen K. Specie.  

The Debtor tapped Bruner Wright P.A. as its legal counsel.

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


DONCASTERS FINANCE: Bank Debt Trades at 11% Off
-----------------------------------------------
Participations in a syndicated loan under which Doncasters Finance
US LLC is a borrower traded in the secondary market at 89.05
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.99 percentage points from the
previous week. Doncasters Finance pays 375 basis points above LIBOR
to borrow under the $159 million facility. The bank loan matures on
March 27, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


ECOSPHERE TECHNOLOGIES: Seeks Access to Brisben Cash Collateral
---------------------------------------------------------------
Ecosphere Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to use cash
collateral on which Brisben Water Solutions LLC alleges a first
priority lien.

The Debtor requires the use of the cash collateral for the
continued operation of its business in the ordinary course,
including payment of expenses attendant thereto.  The Debtor is
willing to provide Brisben with adequate protection of its secured
interest in the cash collateral.

As of the filing date, the Debtor is indebted to Brisben in the
principal amount of $4,548,518 plus accrued and unpaid interest,
costs and fees.  Pursuant to a General Security Agreement, the
Debtor granted Brisben a lien on all of its assets including, among
other things, accounts, chattel paper, investment property, deposit
accounts, documents, goods, equipment, farm products, general
intangibles, instruments, inventory, money, letter of credit
rights, causes of action and other personal property.

In order (i) to adequately protect Brisben in connection with the
Debtor's use of the Cash Collateral, and (ii) to provide Brisben
with additional adequate protection in respect to any decrease in
the value of its interests in the collateral resulting from the
stay imposed under Section 362 of the Bankruptcy Code or the use of
the collateral by the Debtor, the Debtor would offer as adequate
protection of Brisben's lien, a valid, perfected lien upon, and
security interest in, to the extent and in the order of priority of
any valid lien pre-petition, all cash generated post-petition by
the Property.

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

            http://bankrupt.com/misc/flsb18-25900-29.pdf

                  About Ecosphere Technologies

Ecosphere Technologies, Inc., is a technology development and
intellectual property licensing company that develops environmental
solutions for global water, energy, industrial and agricultural
markets The Company helps industries increase production, reduce
costs, and protect the environment through a portfolio of unique,
patented technologies: technologies like Ozonix, the Ecos PowerCube
and the Ecos GrowCube, which are available for sale, as well as
exclusive and nonexclusive licensing opportunities across a wide
range of industries and applications throughout the world.  The
Ecosphere technologies and products are available through multiple
brands and subsidiaries that include Sea of Green Systems, Inc.,
Ecosphere Development Company, LLC and Fidelity National
Environmental Solutions, LLC.

Ecosphere Technologies, Inc., based in Stuart, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-25900) on Dec. 21, 2018.  

In the petitions signed by Dennis McGuire, Sr., chairman and CEO,
Ecosphere Technologies disclosed assets of $453,403 and liabilities
of $14,476,097, and Green's estimated both assets and liabilities
of $10 million to $50 million.

The Hon. Mindy A. Mora oversees the cases.

Aaron A. Wernick, Esq., at Furr & Cohen, P.A., serves as bankruptcy
counsel to the Debtors.


ELANAR CONSTRUCTION: May Use Cash Collateral Through March 4
------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Elanar Construction Co. to
use cash collateral to pay postpetition expenses to third parties
during the period of Jan. 29, 2019, to and including March 4, 2019,
to the extent set forth on the Budget plus 10%.

A final hearing on the Cash Collateral Motion is scheduled before
the Court on Feb. 27, 2019 at 10:30 a.m.

In return for the Debtors' continued interim use of cash
collateral, Internal Revenue Service and John Deere Financial are
granted the following adequate protection for their purported
secured interests in the following: cash collateral equivalents,
including the Debtor's cash and accounts receivable, among other
collateral;

     (1) The Debtor will permit the Secured Parties to inspect,
upon reasonable notice and within reasonable business hours, the
Debtor's books and records;

     (2) The Debtor will maintain and pay premiums for insurance to
cover the Collateral from fire, theft and water damage;

     (3) The Debtor will, upon reasonable request, make available
to the Secured Parties evidence of that which constitutes their
collateral or proceeds; and

     (4) The Debtor will properly maintain the Collateral in good
repair and properly manage the Collateral.

     (5) The Secured Parties are granted replacement liens,
attaching to the Collateral, but only to the extent of their
prepetition liens.

A full-text copy of the Order is available at

               http://bankrupt.com/misc/ilnb19-01576-19.pdf

                      About Elanar Construction Co.
        
Founded in 2001, Elanar Construction is a privately held company in
the commercial & residential construction industry.  The Company
sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-01576)
on Jan. 18, 2019.  In the petition signed by Ross Burns, president,
the Debtor estimated assets of $1 million to $10 million and
liabilities of the same range. The case is assigned to Judge
Timothy A. Barnes.  The Debtor is represented by Arthur G. Simon,
Esq. at Crane, Simon, Clar & Dan.


ELECTRONIC SERVICE: Seeks Cash Access to Pay Prepetition Payroll
----------------------------------------------------------------
Electronic Service Products Corporation seeks authority from the
U.S. Bankruptcy Court for the District of Connecticut to use of
cash collateral to pay prepetition wages, and to make payments for
which certain employee payroll deductions were made such as payroll
taxes, Social Security withholdings, and medical insurance.

As of the petition date the Debtor's employees were owed payment
for wages and had accrued various sums for vacation, holiday and
sick time pay. The Debtor's total payroll due employees for
prepetition payroll is $10,100.

In addition, as of the petition date, the Debtor may have made
deductions from employee paychecks to make payments on behalf of
the employees for taxes, insurance, or other similar programs for
which the Debtor deducts sums of money from an employee’s
paycheck and pays such funds to a third party.

The Debtor contends that the prepetition wages and deductions were
due and owing as of the Petition Date because the Debtor's chapter
11 petition was filed in the midst of the Debtor's regular and
customary payroll periods.

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

            http://bankrupt.com/misc/ctb19-30129-10.pdf

                  About Electronic Service Products

Founded in 1992, Electronic Service Products Corporation is in the
business of servicing, repairing, and overhauling computerized
numeric control machines for manufacturing firms in the Northeast
United States.  The Company previously sought bankruptcy protection
(Bankr. D. Conn. Case No. 17-30704) on May 12, 2017.

Electronic Service Products sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30129) on Jan. 30,
2019.  In the petition signed by William Hrubiec, president, the
Debtor disclosed assets totaling $145,858 and liabilities totaling
$1,646,903.  The Law Office of William E. Carter is the Debtor's
counsel.


ELECTRONIC SERVICE: Seeks Ordinary Course Cash Collateral Use
-------------------------------------------------------------
Electronic Service Products Corporation seeks authority from the
U.S. Bankruptcy Court for the District of Connecticut to use of
cash collateral in the ordinary course of its business.

The Debtor is in immediate need of the use of cash collateral in
order to pay ongoing operating expenses including payroll, rent,
taxes, insurance, procurement of supplies and materials, utilities,
and other ongoing operating expenses.

The Debtor proposes to use cash collateral in accordance with the
proposed budget. The proposed budget projects total monthly
expenses of $57,956.

The Debtor acknowledges that PNL Asset Management LP and CTCIC
(United States SBA) may have liens against the cash collateral.

The Debtor proposes to provide adequate protection to secured
creditors (PNL Asset Management LP & CTCIC), pursuant Section
361(a) of the Bankruptcy Code in the form of replacement liens in
the Debtor's postpetition cash, receivables, and other assets to
the same extent, and with the same priority as they held over the
Debtor's assets on the petition date.

A copy of the Debtor's Motion is available at

          http://bankrupt.com/misc/ctb19-30129-19.pdf

                About Electronic Service Products

Founded in 1992, Electronic Service Products Corporation is in the
business of servicing, repairing, and overhauling computerized
numeric control machines for manufacturing firms in the Northeast
United States.  The Company previously sought bankruptcy protection
on May 12, 2017 (Bankr. D. Conn. Case No. 17-30704).

Electronic Service Products sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30129) on Jan. 30,
2019.  In the petition signed by William Hrubiec, president, the
Debtor had assets totaling $145,858 and liabilities totaling
$1,646,903.  The Law Office of William E. Carter is the Debtor's
counsel.


ENVISION HEALTHCARE: Bank Debt Trades at 6% Off
-----------------------------------------------
Participations in a syndicated loan under which Envision Healthcare
is a borrower traded in the secondary market at 94.05
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.98 percentage points from the
previous week. Envision Healthcare pays 375 basis points above
LIBOR to borrow under the $5.450 billion facility. The bank loan
matures on October 11, 2025. Moody's rates the loan 'B1' and
Standard & Poor's gave a 'B+' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, February 1.


FEMUR BUYER: Moody's Gives 'B3' CFR & Rates 1st Lien Loans 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to Femur Buyer, Inc..
Moody's also assigned a B2 rating to the company's proposed senior
secured first lien credit facilities. The rating outlook is
stable.

Proceeds from the $485 million first lien term loan, $160 million
secured second lien term loan (not rated) along with approximately
$348 million in equity will be used to finance Nordic Capital's
acquisition of a majority stake in Femur. After the transaction,
Femur will be approximately 65% owned by Nordic. Altor Equity
Partners, the current owner of Femur, will retain the remaining 35%
stake in the company.

Ratings Assigned:

Issuer: Femur Buyer, Inc.

  - Corporate Family Rating, Assigned B3

  - Probability of Default Rating, Assigned B3-PD

  - $100 million Gtd. Senior Secured 1st lien Revolving Credit
Facility expiring 2024, Assigned B2 (LGD3)

  - $485 million Gtd. Senior Secured 1st lien Term Loan due 2026,
Assigned B2 (LGD3)

Outlook Actions:

Issuer: Femur Buyer Inc.

  - Outlook, Assigned Stable

RATINGS RATIONALE

The B3 CFR reflects Femur's very high financial leverage, moderate
scale, sole focus on the orthopedic market and customer
concentration. Moody's estimates that Femur's adjusted debt/EBITDA,
including pro forma benefits from select production facility
closure/restructuring, will be approximately 7.7 times when the
leveraged buyout transaction closes. As a result of the high
leverage, Moody's expects minimal free cash flow and modest
interest coverage. That said, Femur's medical products contract
manufacturing business is characterized by high barriers to entry
and switching costs. This is because of the significant amount of
time and investment required for its customers to obtain product
regulatory approvals, of which Femur is an integrated part.
Consequently, the company tends to have long-term relationships
with its customers, lending stability to revenue and cash flow. The
ratings also reflect Moody's view that the demand for orthopedic
implants, which constitute around 70% of Femur's business, will
continue to grow as the US population ages.

The stable outlook reflects Moody's expectation that the company's
operating earnings will grow at a moderate pace and the company
will deleverage gradually, absent any significant M&A.

Ratings could be downgraded if the company's liquidity and/or
operating performance deteriorates. The ratings could also be
downgraded if the company's pursues an aggressive debt funded
acquisition strategy or if free cash flow becomes negative on a
sustained basis.

Ratings could be upgraded if Femur materially increases its size
and scale, diversifies its product portfolio and demonstrates
stable organic growth. Adjusted debt/EBITDA sustained below 6.0
times could support an upgrade.

Femur Buyer Inc. is the parent company of several companies doing
business under the "Orchid Orthopedics" brand name. Femur is a
provider of medical devices outsourcing services. The company
specializes in casting, coating, forging and finishing of implants
and instruments used primarily in joint reconstruction, spine,
trauma, and sports medicine procedures. The company's pro forma
revenue are approximately $342 million.


FEMUR BUYER: S&P Assigns 'B' ICR After Nordic Deal, Outlook Stable
------------------------------------------------------------------
Nordic Capital has agreed to acquire a majority holding in Femur
Buyer Inc., operating as Orchid Orthopedic Solutions, from Altor
Equity Partners for about $1.1 billion representing 65% of
ownership while Altor will retain a 35% stake in Orchid. After the
transaction, S&P Global Ratings is estimating 2019 leverage will be
above 7x and remain above 5x for at least the next two years.

S&P Global Ratings on Feb. 14 assigned its 'B' issuer credit rating
to Femur. At the same time, it assigned its 'B' issue-level rating
and '3' recovery rating (50%-70%; rounded estimate: 60%) to the
company's first-lien debt. S&P does not rate the second-lien debt.

The ratings reflect Orchid's high leverage and S&P's expectation
for modest cash flow over the next two years. The ratings also
reflect the company's niche orthopedic focus within the highly
fragmented and somewhat commodity-like medical device contract
manufacturing industry. The company benefits from the generally
noncyclical nature of the industry, long-standing and sticky
customer relationships on existing contracts, and leading positions
in a few of its product offerings.  

The stable outlook reflects S&P's expectation that the company will
expand faster than the orthopedic implants outsourced manufacturing
industry average for the next 12-18 months, in the low-double-digit
percentages; generate moderate free cash flow between $10 million
and $15 million; and sustain leverage above 5x under financial
sponsor ownership.


FREEDOM MORTGAGE: Moody's Alters Outlook on B1 CFR to Stable
------------------------------------------------------------
Moody's Investors Service affirmed Freedom Mortgage Corporation's
B2 senior unsecured, Ba2 senior secured and B1 corporate family
ratings. Moody's revised the rating outlook to stable from
negative.

Outlook Actions:

Issuer: Freedom Mortgage Corporation

  - Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Freedom Mortgage Corporation

  - Corporate Family Rating, Affirmed B1

  - Senior Secured Bank Credit Facility, Affirmed Ba2

  - Senior Unsecured Regular Bond/Debenture, Affirmed B2

RATINGS RATIONALE

The ratings affirmations reflect Freedom's historically strong
profitability as well as solid capital level with a ratio of
tangible common equity (TCE) to tangible managed assets (TMA) of
18.8% as of September 30, 2018. Risk factors offsetting these
positive attributes include key man risk with respect to its
President and CEO Stanley Middleman as well as its rapid recent
growth.

The change in outlook to stable from negative reflects Ginnie Mae's
January 31, 2019 announcement that they are removing restrictions
on Freedom from pooling VA single family guaranteed loans in Ginnie
Mae multi-issuer securities. Since July 1, 2018, the company had
only been allowed to sell VA loans into Ginnie Mae II custom pools.
Custom pool profitability can be as much as 0.50% to 1% less than
Ginnie Mae multi-issuer pool execution.

The ratings could be upgraded if the company is able to maintain
its strong profitability and solid capital levels for example
sustained profitability with net income excluding MSR fair value
marks to assets above 3.0% and tangible common equity to tangible
assets close to 20%. Moody's believes the Ginnie Mae restriction
demonstrated a weakness in risk management and corporate behavior.
Therefore, positive ratings pressure could occur if the company is
able to demonstrate a strengthening in corporate governance.

The ratings could be downgraded if the company's tangible common
equity to tangible managed assets falls below and is expected to
remain below 15%, profitability deteriorates with net income to
assets falling below and expected to remain below 2.0%, the
company's liquidity position weakens. Further material negative
regulatory actions or disclosure of a material operating weakness
would also be viewed unfavorably.


FULLBEAUTY BRANDS: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------------
FullBeauty Brands Holdings Corp. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to use cash collateral in the ordinary course
of its business.

The Debtors assert that immediate access to cash collateral will
provide them with the necessary liquidity to (a) minimize -- and
perhaps eliminate, if all other first day relief is granted --
disruption to their businesses and ongoing operations, (b) preserve
and maximize the value of their estates for the benefit of all the
Debtors' creditors, and (c) avoid immediate and irreparable harm to
the Debtors and their creditors, businesses, employees, and
assets.

As of the Petition Date, the Debtors' capital structure consisted
of outstanding funded-debt obligations in the aggregate principal
amount of approximately $1.3 billion, consisting of the ABL Credit
Facility, including the ABL Facility and the FILO Facility, the
First Lien Credit Facility, and the Second Lien Credit Facility.

Pursuant to, among other things, that certain security agreement in
connection with the ABL Credit Facility, the Debtors have granted a
first-priority lien and security interest in, to, and against
substantially all of the Debtors' assets. The availability of loans
and letters of credit under the ABL Credit Facility is governed by
a borrowing base, consisting primarily of accounts receivable and
inventory. As of the Petition Date, the total borrowing base was
$96.3 million.

As of Jan. 4, 2019, the Debtors were jointly and severally liable
to the ABL Agent and the ABL Lenders for all loans under the ABL
Credit Facility, including the FILO Facility, letter of credit
obligations, and other obligations described therein and payable
thereunder in the aggregate principal amount of approximately
$143.9 million, consisting of approximately $68.9 million under the
ABL Facility and approximately $75.0 million under the FILO tranche
commitment.

As of Feb. 3, 2019, the Debtors were jointly and severally liable
to the First Lien Agent and the First Lien Lenders for the First
Lien Credit Facility, in the aggregate principal amount of
approximately $782 million. Pursuant to, among other things, that
certain security agreement in connection with the First Lien Credit
Facility, the Debtors have granted a first-priority lien and
security interest in, to, and against substantially all of the
Debtors' assets described in the First Lien Security Documents.

The Debtors were also jointly and severally liable to the Second
Lien Agent and the Second Lien Secured Parties for all loans under
the Second Lien Credit Facility in the aggregate principal amount
of approximately $345 million as of Feb. 3, 2019. Pursuant to,
among other things, that certain security agreement in connection
with the Second Lien Credit Facility, the Debtors have granted a
second-priority lien and security interest in, to, and against the
Prepetition Collateral.

The adequate protection package provided to the Prepetition Secured
Parties includes: (a) the adequate protection liens, including a
first priority lien on and security interest in unencumbered
property and a junior lien on all property encumbered by the
Permitted Liens; (b) a superpriority administrative expense claim
pursuant to section 507(b) of the Bankruptcy Code; and (c) payment
of the reasonable and documented fees and disbursements incurred by
the professionals retained by the Prepetition Secured Parties.

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

                http://bankrupt.com/misc/nysb19-22185-9.pdf

                      About FullBeauty Brands

Founded in 1901, FullBeauty Brands Holdings Corp. is a
direct-to-consumer retailer in the U.S. plus-size apparel market
with over $825.3 million in direct plus-size sales in 2018.  The
company serves both women and men, offering an assortment of
plus-size apparel, swimwear, footwear, and home decor.  Each of
FullBeauty's seven brands provide a solution targeted to specific
customer needs.  In addition to these brands, the company operates
its website -- fullbeauty.com -- which offers a selection of its
plus-size clothing, footwear, and accessories products across
brands.  

FullBeauty maintains one 750,000-square-foot fulfillment center in
Indianapolis, and a secondary 740,000-square-foot facility in
Plainfield, Indiana.  Proprietary brands under the FULLBEAUTY
Brands Inc. umbrella include: Woman Within, Roaman's, Jessica
London, Swimsuits For All, Ellos, KingSize, BrylaneHome, and
fullbeauty.com.

FullBeauty Brands Holdings Corp. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 19-22185 to 19-22193) on Feb. 3, 2019.

FullBeauty disclosed $990 million in assets and $1.462 billion in
liabilities, based on book value as of Dec. 29, 2018.

The cases are assigned to Judge Robert D. Drain.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; AlixPartners, LLP as
financial advisor; PJT Partners LP as restructuring advisor; Ernst
& Young LLP as tax advisor; and Prime Clerk LLC as claims and
noticing agent.


GENWORTH HOLDINGS: Moody's Affirms B2 Debt Rating, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has affirmed the B2 senior unsecured debt
rating of Genworth Holdings, Inc. (Holdings), an intermediate
holding company owned by Genworth Financial Inc. (Genworth, NYSE:
GNW) (unrated). The outlook for Holdings debt ratings remain
negative. Concurrently, Moody's has also placed under review for
downgrade the insurance financial strength (IFS) ratings of
Genworth's long-term care (LTC) subsidiaries, Genworth Life
Insurance Company (B3, RUR Down) and Genworth Life Insurance
Company of New York (GLIC and GLICNY, collectively, GLIC) (B3, RUR
Down), and the company's life insurance subsidiary, Genworth Life
and Annuity Insurance Company (GLAIC) (Ba3, RUR Down).

These actions follow Genworth's February 5, 2019 announcement of Q4
2018 results that included greater than expected GAAP operating
losses in its LTC and life insurance businesses after completing
its assumption review, and further delays in obtaining regulatory
approvals to complete its transaction with China Oceanwide Holding
Group Ltd (COH) (unrated).

The ratings of Genworth Mortgage Insurance Corporation (GMICO) (Ba1
IFS rating, positive), and Genworth Financial Mortgage Insurance
Pty. Limited (Baa1 IFS rating, stable) are not part of this rating
action.

RATINGS RATIONALE

RATINGS RATIONALE – The Holding Company

The rating affirmation recognizes that Genworth has material
holding company resources, including its stake in its mortgage
insurance operations and net cash and investments of approximately
$504 million at December 31, 2018. However, Genworth's ability to
organically build additional liquidity is constrained by its modest
dividend capacity in aggregate from its insurance subsidiaries,
relative to its debt load. As a result, Genworth will need to
evaluate potential refinancing alternatives, current holding
company cash, and / or potential asset sales to address upcoming
debt maturities in case the transaction with COH does not close.

The negative outlook reflects the continued delay in the regulatory
review process to close the transaction with COH. As time passes
and the transaction remains uncertain, the execution risk
associated with refinancing its existing debt ladder with
alternative arrangements becomes a more meaningful credit
consideration. Genworth faces meaningful debt maturities over the
next five years starting with $400 million in June 2020 and $1.1
billion in 2021. While Genworth and COH remain committed to the
transaction, evident by the agreed extension in the merger
agreement to March 15, 2019 from January 31, 2019, the closing of
the transaction still requires regulatory approval in the US -
Financial Industry Regulatory Authority, Canada, and China. As a
result, the timing for the transaction to close remains uncertain.
Should the deal close, it would be a credit positive for Genworth
and Holdings, as COH is expected to support Genworth's capital
investment plan with a capital infusion of $1.5 billion in 2019.

Moody's said the resolution to resolve the negative outlook will
focus on progress towards closing the transaction, sources of
funding to repay the debt ladder, statutory capitalization and
capital adequacy targets of insurance subsidiaries, and Genworth's
ability to organically build additional liquidity at Holdings,
relative to its debt load in case the transaction with COH does not
close or is further delayed beyond the current merger end date.

RATINGS RATIONALE – The Life Companies

The review for downgrade of GLIC and its subsidiary GLAIC reflect
both the continued earnings volatility associated with their
respective underlying liability profile, and concern about GLIC /
GLICNY's ability to grow margins and improve capital adequacy,
obtain future rate actions, and the tail risk associated with the
LTC business. In addition, the rating action considers the elevated
mortality experience and lower net interest margins in its life and
annuity businesses after its annual review of assumptions, and the
reduced financial support beyond the $175 million pledged to GLIC
in connection with Genworth's previously announced transaction with
COH. GLAIC ownership by GLIC also places downward pressure on its
ratings.

Moody's indicated the US Life Insurance segment's profitability
weakened in Q4 2018. The segment reported a $376 million adjusted
operating loss for 2018, which included a $348 million adjusted
operating loss in LTC due to an increase in LTC claim reserves
after Genworth's annual review of assumptions and methodologies and
other actuarial assumptions. This reflected unfavorable claim
performance including higher utilization trends and lower
terminations. In addition, capital adequacy declined at GLIC –
the company's National Association of Insurance Commissioners
(NAIC) Company Action Level (CAL) Risk-Based Capital (RBC) ratio
fell to between 190% - 200% at year-end 2018 from 282% at year-end
2017. Although statutory results and margin testing results are not
completed for 2018, Moody's remains concerned about GLIC's capital
base which will continue to face headwinds and rely heavily on
premium rate increases to counteract adverse LTC experience.

During its review, Moody's will focus on the business and financial
profile of the life insurance companies, in terms of final 2018
statutory earnings, net capital generation, reserve adequacy,
regulatory capitalization and margin testing results.

RATING DRIVERS

If the deal closes and Genworth demonstrates a path to address the
2020/2021 debt maturities at Holdings, there would be upward
pressure on the ratings of GMICO, and Holdings. If the deal does
not close, there would be downward pressure on the ratings of
Holdings. Concurrently, Moody's will evaluate the financial
performance of the businesses, the company's financial flexibility
challenges and progress it has made in developing alternative
arrangements for addressing its upcoming debt maturities.

Rating Drivers – The Holding Company

Capital support to repay all or a portion of the 2020 and 2021 debt
maturities at deal closing would lead to the affirmation and/or
upgrade of Holdings ratings. Additionally, the following could
place upward pressure on Holdings ratings: 1) Improvement of
holding company financial flexibility including increased dividend
capacity; and 2) reduction in the amount outstanding in the debt
ladder beyond 2021.

Conversely, the following could result in a downgrade of Holdings
ratings: 1) Lack of progress in developing alternative arrangements
for its upcoming debt maturing between 2020 and 2021; and 2) if the
planned acquisition by COH is terminated or further delayed.

Rating Drivers – The Life Companies

Given GLIC/GLICNY's ratings are under review for downgrade, an
upgrade is unlikely. However, the following could lead to a
confirmation of their ratings: 1) Increased certainty regarding
significant LTC rate approvals and/or other actions that help grow
margins in the legacy LTC book of business, and 2) Sustained
improvement in GLIC's RBC ratio above NAIC CAL RBC ratio of 300%.

Factors that could result in a downgrade of GLIC/GLICNY's ratings
include: 1) Continued uncertainty and/or further deterioration of
the margins on LTC reserves, increasing the probability of a
material reserve charge in the future, 2) sustained NAIC CAL RBC
ratio at GLIC of less than 300% CAL, and 3) inability to obtain LTC
rate approvals embedded in margin testing, further pressuring
reserve adequacy of legacy LTC business.

GLAIC's ratings are also under review for downgrade, and an upgrade
is unlikely. However, the following factors could lead to a
confirmation of their ratings: 1) stability in statutory earnings,
and return on statutory surplus greater than 4%, 2) Sustained CAL
RBC ratio > 400%.

Conversely, factors that could result in a downgrade of GLAIC's
rating include: 1) Failure to maintain NAIC CAL RBC > 325% for
an extended period of time, and 2) return on statutory surplus less
than 4%.

The following ratings were affirmed with a negative outlook:

Genworth Holdings, Inc.: senior secured term loan at Ba3, backed
senior unsecured at B2, backed junior subordinate at B3 (hyb);

The following ratings were placed under review for downgrade:

Genworth Life Insurance Company: IFS rating at B3;

Genworth Life Insurance Company of New York: IFS rating at B3;

Genworth Life and Annuity Insurance Company: IFS rating at Ba3;

Genworth Global Funding Trust 2007-4: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-7: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-9: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-10: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-14: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-26: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-29: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-36: funding agreement-backed
senior secured MTN notes at Ba3;

Genworth Global Funding Trust 2008-38: funding agreement-backed
senior secured MTN notes at Ba3;

The following rating was unaffected by this rating action and
remains with a positive outlook:

Genworth Mortgage Insurance Corporation: IFS rating at Ba1;

The following rating was unaffected by this rating action and
remains with a stable outlook:

Genworth Financial Mortgage Insurance Pty Limited: IFS rating at
Baa1.

Holdings is the intermediate holding company of Genworth, an
insurance and financial services holding company headquartered in
Richmond, Virginia. Holdings also acts as a holding company for its
respective subsidiaries including GLIC, GLAIC, and the
international mortgage businesses. In addition, Holdings relies on
the financial resources of Genworth including the US mortgage
business to meet its obligations. The group reported GAAP net
income (loss) available to Genworth's common shareholders of $119
million for 2018 on total assets of $101 billion and shareholders'
equity of $14 billion.

The principal methodologies used in rating Genworth Holdings, Inc.
were Life Insurers published in May 2018, and Mortgage Insurers
published in May 2018. The principal methodology used in rating
Genworth Life Insurance Company, Genworth Life Insurance Company of
New York, Genworth Life and Annuity Insurance Company, and Genworth
Global Funding Trusts was Life Insurers published in May 2018.


GMI GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GMI Group, Inc.
        130 Stone Mountain Street
        Lawrenceville, GA 30046

Business Description: GMI Group, Inc. -- http://thegmigroup.com--
                      is a janitorial service company serving the
                      Southeastern United States.  Established in
                      2005, the Company specializes in corporate
                      sites, multitenant, medical offices,
                      universities, schools, manufacturing plants,
                      federal, state and local agency facilities.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Case No.: 19-52577

Debtor's Counsel: Shayna M. Steinfeld, Esq.
                  STEINFELD & STEINFELD PC
                  31 Lenox Pointe, NE
                  Atlanta, GA 30324
                  Tel: (404) 636-7786
                  Fax: (404) 636-5486
                  E-mail: shayna@steinfeldlaw.com

Total Assets: $791,787

Total Liabilities: $1,621,246

The petition was signed by Kayla Dang, CEO.

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/ganb19-52577.pdf


GTT COMMUNICATIONS: Bank Debt Trades at 6% Off
----------------------------------------------
Participations in a syndicated loan under which GTT Communications
Incorporated is a borrower traded in the secondary market at 93.67
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.92 percentage points from the
previous week. GTT Communications pays 275 basis points above LIBOR
to borrow under the $1.77 billion facility. The bank loan matures
on May 31, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


HELIOS AND MATHESON: Citadel Has Less Than .1% Stake as of Dec. 31
------------------------------------------------------------------
Citadel Securities LLC, CALC III LP, Citadel Securities GP LLC, and
Kenneth Griffin disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, they
beneficially own 5,540 shares of common stock of Helios and
Matheson Analytics Inc., which represents less than 0.1% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at: https://is.gd/4Fvmxn

                     About Helios and Matheson

Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, business
intelligence, and consumer-centric technology.  More recently, to
provide greater value to stockholders, the Company has sought to
expand its business primarily through acquisitions that leverage
its capabilities and expertise.  The Company is headquartered in
New York City, has an office in Miami Florida and has an office in
Bangalore India.

Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Helios and
Matheson had $132.70 million in total assets, $60.62 million in
total liabilities, and $72.08 million in total stockholders'
equity.

The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and negative cash flows
from operating activities.  This raises substantial doubt about the
Company's ability to continue as a going concern.


IMERYS TALC AMERICA: Files for Chapter 11 Due to Talc Injury Claims
-------------------------------------------------------------------
Imerys Talc America Inc., a supplier to healthcare conglomerate
Johnson and Johnson Inc., filed for Chapter 11 bankruptcy
protection along with two subsidiaries to deal with personal injury
claims caused by exposure to cosmetic talc.

"After carefully evaluating all possible options, we determined
that pursuing Chapter 11 protection is the best course of action to
address our historic talc-related liabilities and position the
filing companies for continued growth," Imerys said.

Alexandra Picard, CFO of the Debtors, explained in court filings
that the Debtors are facing significant potential liabilities as a
result of thousands of claims by plaintiffs alleging personal
injuries caused by exposure to talc mined, processed, and/or
distributed by one or more of the Debtors.

The Debtors believe the Talc Claims are entirely without merit, as
the safety of talc has been confirmed by dozens of peer-reviewed
studies and multiple regulatory and scientific bodies.

As of the Petition Date, one or more of the Debtors has been sued
by approximately 14,650 individual claimants.  The overwhelming
majority (approximately 98.6%) of the Talc Claims asserted against
the Debtors are based on personal injury allegedly arising from the
plaintiffs' exposure to cosmetic talc.

The Debtors have access to valuable insurance assets that they have
relied on to fund their defense and appropriate settlement costs to
date, the Debtors have been forced to fund certain litigation costs
and settlements out of their free cash flow due to a lack of
currently available coverage for certain Talc Claims, or insurers
asserting defenses to coverage.  The Debtors lack the financial
wherewithal to litigate against the mounting Talc Claims being
asserted against them in the tort system.

The Debtors' decision to commence the Chapter 11 Cases was prompted
by certain recent developments arising from the growing number of
Talc Claims in the United States.  These developments include: (i)
the significant increase in settlement demands with respect to
cosmetic Talc Claims in the wake of recent verdicts, including a
multi-billion dollar verdict rendered against Johnson & Johnson
("J&J"), and the ensuing media focus on talc for cosmetic
applications; (ii) the increased unwillingness of the Debtors'
insurers and third party contractual indemnitors to provide
coverage for the Debtors' mounting defense costs and potential
liability exposure; and (iii) recent constructive discussions with
a proposed future claims representative that led the Debtors to
conclude that the Chapter 11 Cases would be the optimal path for
resolving their historical talc-related liabilities in a manner
that maximizes distributable value for all stakeholders.

The Debtors said their primary goal in filing the Chapter 11 Cases
is to confirm a consensual plan of reorganization pursuant to
Sections 105(a), 524(g), and 1129 of the Bankruptcy Code that
channels all of the present and future Talc Claims to a trust
vested with substantial assets and provides for a channeling
injunction prohibiting claimants from asserting against any Debtor
or non-debtor affiliate any claims arising from talc mined,
produced, sold, or distributed by any of the Debtors prior to their
emergence from these Chapter 11 Cases.  While the Debtors dispute
all liability as to the Talc Claims, the Debtors believe this
approach will provide fair and equitable treatment of all
stakeholders.

                      History of the Debtors

The Debtors have been owned by various entities over their over
100-year history.  In 1989, J&J sold the stock of Windsor Minerals,
Inc., which is now known as ITV, to Cyprus Mines Corporation.  In
1992, Cyprus and its affiliates transferred such stock and all of
their other assets in the talc business to a newly formed
subsidiary, Cyprus Talc Corporation.  Contemporaneously with the
1992 transfer, RTZ America, Inc. (later known as Rio Tinto America,
Inc.) purchased the outstanding shares of Cyprus Talc Corporation.
Also in 1992, Cyprus Talc Corporation was renamed Luzenac America,
Inc. ("Luzenac America"), which is now known as ITA.

The Debtors were acquired by the "Imerys Group" in 2011 through an
Imerys Group holding company, Mircal S.A.  Mircal S.A. entered into
an agreement with Rio Tinto America, Inc. to purchase the stock of
the Rio Tinto Group's talc operations, including the stock of
Luzenac America and Windsor.  The stock purchase agreement entitled
Mircal S.A. to substitute other members of the Imerys Group to
acquire individual talc-related entities from the Rio Tinto Group,
and Mircal S.A. exercised that right to cause Imerys Minerals
Holding Limited (UK), an indirect, non-debtor subsidiary of Parent,
to acquire the outstanding shares of Luzenac America.  At the same
time, Mircal S.A. also acquired the stock of Luzenac, Inc., which
is now known as ITC, from another member of the Rio Tinto Group,
QIT Fer & Titane, Inc.

Mircal S.A. remains the direct parent entity of ITC.  Luzenac
America, Windsor and Luzenac -- the three Debtors in these Chapter
11 Cases -- subsequently changed their names to ITA, ITV, and ITC,
respectively. At the time of the Imerys Group's acquisition of the
Debtors in 2011, there were only approximately eight Talc Claims
pending against the Debtors, each of which was in the early stages
of litigation.  Most of the Talc Claims allege exposure to talc
prior to the Imerys Group's acquisition of the Debtors in 2011.

                    About Imeris Talc America

Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals.  Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.

Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets and
$50 million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped RICHARDS, LAYTON & FINGER, P.A., and LATHAM &
WATKINS LLP as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC as
financial advisor; and PRIME CLERK LLC as claims agent.


IMERYS TALC AMERICA: Proposes to Promptly Pay 10% of Trade Debt
---------------------------------------------------------------
Imerys Talc America Inc. filed a motion asking the bankruptcy court
to pay up to $700,000, on an interim basis, and $1,100,000, on a
final basis, the undisputed claims of suppliers of goods and
services critical and essential to the Debtors' operations.

The amount of Critical Vendor Claims the Debtors are seeking to pay
represents approximately 10% of the Debtors' estimated total
outstanding domestic trade debt as of the Petition Date.

The Critical Vendors include (i) specialty packaging suppliers,
(ii) mine and plant related equipment suppliers and service
providers, (iii) administrative and logistic service providers, and
(iv) chemical suppliers and manufacturers.

The Debtors propose to condition the payment of each Critical
Vendor Claim on the agreement of the applicable Critical Vendor to
continue supplying goods and/or services to the Debtors on the same
trade terms or better trade terms than such Critical Vendor offered
the Debtors immediately prior to the Petition Date.

                    About Imeris Talc America

Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals.  Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.

Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets and
$50 million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped RICHARDS, LAYTON & FINGER, P.A., and LATHAM &
WATKINS LLP as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC as
financial advisor; and PRIME CLERK LLC as claims agent.


INPRINT MANAGEMENT: Unsecured Creditors to $105K in 3 Payments
--------------------------------------------------------------
InPrint Management, Inc., d/b/a "Proforma InMotion," filed a plan
of reorganization and accompanying disclosure statement.

Class Two: This class consists of the Allowed Secured Claim of PFG
Ventures, LP d/b/a Proforma ("PFG") against the Debtor. The Allowed
Secured Claim of PFG shall be fully settled and satisfied by the
payment of the entire outstanding balance due and owing to PFG as
of the Effective Date as hereinafter modified as follows: the
entire outstanding balance due and owing as of the Effective Date
to PFG shall be amortized and paid over 60 months in equal monthly
installments of principal and interest in arrears at 5%.

Class Three: This class consists of the Allowed Secured Claim of
Federated Law Group d/b/a On Deck Capital ("Federated") against the
Debtor. The Allowed Secured Claim of Federated shall be fully
settled and satisfied by the payment of the entire outstanding
balance due and owing to Federated as of the Effective Date as
hereinafter modified as follows: the entire outstanding balance due
and owing as of the Effective Date to Federated shall be amortized
and paid over 60 months in equal monthly installments of principal
and interest in arrears at 5%.

Class Four: This class consists of the Allowed Secured Claim of
Santander Bank, NA  against the Debtor. The Allowed Secured Claim
of Santander shall be fully settled and satisfied by the payment of
the entire outstanding balance due and owing to BOA as of the
Effective Date as hereinafter modified as follows: The entire
outstanding balance due and owing as of the Effective Date shall be
reduced to $18,475 and paid in equal monthly installments of
principal and interest, in arrears, with interest at 4.0% per
annum, amortized and paid over a period of thirty-six (36) months
following the Effective Date. In all other respects, the loan
agreements between the Debtor and Santander shall remain unchanged.
Santander shall retain its lien on the Vehicle until such time as
its Allowed Secured Claim has been paid in full.

Class Five: This class consists of the Allowed Secured Claim of
Thomas and Mali Alwood  against the Debtor. The entire outstanding
balance due and owing as of the Effective Date to the Alwoods shall
be reduced and determined to be $108,000 and amortized and paid
over sixty (60) months in equal monthly installments of principal
with no interest commencing thirty (30) days following the
Effective Date and continuing on the first day of the month
thereafter.

Class Six: This class consists of the Allowed Unsecured Claim of
Michael Flynn against the Debtor. Each holder of a Class Seven
Allowed Unsecured Claim shall be paid in full satisfaction thereof
a pro rata share of $105,000 from the Plan Fund established and
funded by the Debtor in three (3) dividend distributions. The first
dividend distribution will be in the amount of $35,000 and will be
made on or within thirty (30) days following the Effective Date of
confirmation of the Plan from the Plan Fund in a pro rata amount to
holders of Allowed General Unsecured Claims.

The term of the Plan is one year following the Effective Date. The
Debtor's proposed Plan is a so-called "pot plan". Under the Plan,
the Debtor will establish a fund in the total amount of $105,000
from which it will make a three (3) dividend distributions to the
general unsecured creditors, other than to Michael Flynn whose
general unsecured claim is being treated separately and less
favorably under the Plan.

A full-text copy of the Disclosure Statement dated January 31,
2019, is available at https://tinyurl.com/y5doukne from
PacerMonitor.com at no charge.

                About Inprint Management, Inc.
                    d/b/a Proforma InMotion

InPrint Management, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-11931) on May 24,
2018.  In the petition signed by its president, Kevin Montecalvo,
the Debtor estimated assets of less than $50,000 and debt ranging
$500,000 to $1 million.  George J. Nader, Esq., at Riley & Dever,
P.C., serves as the Debtor's counsel.


ION TRADING: $255MM Bank Debt Trades at 6% Off
----------------------------------------------
Participations in a syndicated loan under which ION Trading
Technologies Ltd is a borrower traded in the secondary market at
93.63 cents-on-the-dollar during the week ended Friday, February 1,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.36 percentage points from
the previous week. ION Trading pays 275 basis points above LIBOR to
borrow under the $255 million facility. The bank loan matures on
December 1, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


ION TRADING: $290MM Bank Debt Trades at 6% Off
----------------------------------------------
Participations in a syndicated loan under which ION Trading
Technologies Ltd is a borrower traded in the secondary market at
93.63 cents-on-the-dollar during the week ended Friday, February 1,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.36 percentage points from
the previous week. ION Trading pays 300 basis points above LIBOR to
borrow under the $290 million facility. The bank loan matures on
June 5, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.


JLAN PROPERTIES: March 21 Hearing on Disclosure Statement
---------------------------------------------------------
The hearing to consider approval of the disclosure statement will
be held on March 21, 2019 at 09:30 AM.  March 11, 2019 is fixed as
the last day for filing and serving written objections to the
disclosure statement.

The Debtor will pay in full all Allowed Priority Unsecured Claims
in Class 4 together with statutory interest in consecutive equal
monthly installments over a period of 60 months commencing as of
the date that the Debtor's bankruptcy petition was filed or unless
otherwise agreed to by the claimant and the Debtors or as agreed
upon by the parties.

Class 5 General unsecured creditors, if any, will be paid 100% of
their Allowed Claims in equal monthly installments over a period of
60 months commencing no greater than 30 days following the
Effective Date.

The Debtor will fund its obligations under this Plan from its
operating income, including, but not limited to, rental payments
received from, or funds paid directly to creditors by, an affiliate
of the Debtor, LAT Realty, LLC and Teberio Properties, LLC.

A copy of the Plan of Reorganization dated Jan. 31, 2019 is
available at https://is.gd/ivfEEM from Pacermonitor.com at no
charge.

               About JLAN Properties

JLAN Properties, LLC, is a privately-held operator of
nonresidential buildings.

JLAN Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4,
2018.  In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of less than $500,000 and liabilities
of less than $1 million.  

Judge John J. Thomas presides over the case.


KADMON HOLDINGS: Acuta Capital Has 7.8% Stake as of Dec. 31
-----------------------------------------------------------
In its recent filing with the Securities and Exchange Commission,
Acuta Capital Partners LLC disclosed that as of Dec. 31, 2018, it
beneficially owns 8,871,333 shares of common stock of Kadmon
Holdings, Inc., which represents 7.8 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at:

                         https://is.gd/qVLBV0

                        About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on inflammatory and
fibrotic diseases.  

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of Sept. 30, 2018, the Company had $177.7 million in total assets,
$49.83 million in total liabilities and $127.88 million in total
stockholders' equity.

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


KADMON HOLDINGS: Perceptive Life Has 11.6% Stake as of Dec. 31
--------------------------------------------------------------
Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life
Sciences Master Fund, Ltd. disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Dec. 31, 2018,
they beneficially own 13,165,746 shares of common stock of Kadmon
Holdings, Inc., which represents 11.6 percent of the shares
outstanding.  The ownership percentage reported is based on
113,130,817 outstanding shares of Common Stock, as reported in the
Issuer's Form 10-Q filed on Nov. 9, 2018.

Neither Perceptive Advisors nor Mr. Edelman directly holds any
shares of Common Stock.  The Master Fund directly holds 13,165,746
shares of Common Stock.  Perceptive Advisors serves as the
investment manager to the Master Fund and may be deemed to
beneficially own the securities directly held by the Master Fund.
Mr. Edelman is the managing member of Perceptive Advisors and may
be deemed to beneficially own the securities directly held by the
Master Fund.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/e4Olqw

                    About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on inflammatory and
fibrotic diseases.  

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of Sept. 30, 2018, the Company had $177.7 million in total assets,
$49.83 million in total liabilities and $127.88 million in total
stockholders' equity.

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


KADMON HOLDINGS: Puissance Reports 3.98% Stake as of Dec. 31
------------------------------------------------------------
Puissance Cross-Border Opportunities IV LLC, Puissance Capital Fund
(GP) LLC, Puissance Capital Management LP, Puissance Capital
Management (GP) LLC, and Theodore Wang disclosed in a Schedule
13G/A filed with the Securities and Exchange Commission that as of
Dec. 31, 2018, they beneficially own 4,499,352 shares of common
stock of Kadmon Holdings, Inc., which represents 3.98% of the
shares outstanding.  The percentage ownership is based on
113,130,817 shares of Common Stock outstanding as of Nov. 5, 2018,
based on the Current Report on Form 10-Q filed by the Issuer on
Nov. 9, 2018.  A full-text copy of the regulatory filing is
available for free at https://is.gd/0R9jUs

                       About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on inflammatory and
fibrotic diseases.  

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of Sept. 30, 2018, the Company had $177.7 million in total assets,
$49.83 million in total liabilities and $127.88 million in total
stockholders' equity.

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


KADMON HOLDINGS: RA Capital Has 2.3% Stake as of Dec. 31
--------------------------------------------------------
RA Capital Management, LLC and Peter Kolchinsky disclosed in a
Schedule 13G/A filed with the Securities and Exchange Commission
that as of Dec. 31, 2018, they beneficially own 2,666,666 shares of
common stock of Kadmon Holdings, Inc., which represents 2.3 percent
of the shares outstanding.

The Shares reported represent 2,666,666 shares of the Issuer's
Common Stock the Reporting Persons have the right to acquire
through the exercise of warrants issued Sept. 26, 2017.

The percentage calculation assumes (i) 113,130,817 outstanding
shares of Common Stock of the Issuer, based on the Issuer's Form
10-Q as filed with the SEC on Nov. 9, 2018, plus (ii) the 2,666,666
Warrant Shares the Reporting Person may acquire upon the exercise
of warrants.

RA Capital Management, LLC is the general partner of the RA Capital
Healthcare Fund, L.P., which owns warrants representing the right
to purchase 2,152,876 shares of the Issuer's Common Stock and
serves as investment adviser for a separately managed account,
which owns warrants representing the right to purchase 513,790
shares of the Issuer's Common Stock.  Dr. Kolchinsky is the manager
of Capital.  As the investment adviser to the Fund and the Account,
Capital may be deemed a beneficial owner, for purposes of Section
13(d) of the Securities Exchange Act of 1934, of any securities of
the Issuer owned by the Fund or the Account. As the manager of
Capital, Dr. Kolchinsky may be deemed a beneficial owner, for
purposes of Section 13(d) of the Act, of any securities of the
Issuer beneficially owned by Capital.  Capital and Dr. Kolchinsky
disclaim beneficial ownership of the securities reported in this
Schedule 13G Statement other than for the purpose of determining
their obligations under Section 13(d) of the Act, and neither the
filing of the Statement nor the filing of this Amendment shall be
deemed an admission that either Capital or Dr. Kolchinsky is or was
the beneficial owner of those securities for any other purpose.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/ciWpGk

                        About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on inflammatory and
fibrotic diseases.  

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of Sept. 30, 2018, the Company had $177.7 million in total assets,
$49.83 million in total liabilities and $127.88 million in total
stockholders' equity.

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


LANDING AT BRAINTREE:Unsecured Creditors to Get 100% Over 60 Months
-------------------------------------------------------------------
Landing at Braintree, LLC, filed a Chapter 11 plan and accompanying
disclosure statement.

Class One Claim. The sole claim in this Class is the secured claim
of the Town of Braintree. Braintree is the holder of the Property
Tax Lien and water liens on the real estate. The Debtor will pay
this claim through the Plan over a period of 60 months at $976.17
per month. This Class is impaired.

Class Two Claim. Class Two consists of the secured claim of
Northeast Bank. The Northeast Claim consists of three separate
balances, the first mortgage balance, the second mortgage Guaranty
balance, and Legal fees and costs. After the successful objection
to the prepayment "Premium" penalty included in Northeast's Claim,
Northeast will hold a second mortgage balance in the amount of
$629,997.82. After the successful objection to the prepayment
"Premium" penalty included in Northeast's first mortgage Claim,
Northeast will hold a first mortgage balance in the amount of
$1,126,428.50. Northeast is claiming legal fees and cost of
$43,754.61 to which the Debtor reserves the right to object.

Class Three Claims.  These claims consist of all allowed general
unsecured claims without priority.  The deadline for filing proofs
of claim does not expire until March 8, 2019. Any unsecured
creditors who file proofs of claim that are allowed. The Debtor
will pay the unsecured creditors 100% over 60 months. This Class is
impaired.

The Debtor earns sufficient income to pay its mortgage payments,
and plan payments.

A full-text copy of the Disclosure Statement dated February 5,
2019, is available at https://tinyurl.com/yxac4jlv from
PacerMonitor.com at no charge.

                  About 10 Homestead Avenue

10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.

10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018.  In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.

Judge Frank J. Bailey presides over Case No. 18-14158 while the
Hon. Christopher J. Panos presides over Case No. 18-14159.

The Ann Brennan Law Offices serves as the Debtors' counsel.  The
Law Office of Lipman & White, is the special counsel.


LAT REALTY: March 21 Hearing on Disclosure Statement
----------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining LAT Realty, LLC's plan of reorganization will be held on
March 21, 2019 at 09:30 AM.  March 11, 2019 is fixed as the last
day for filing and serving  written objections to the disclosure
statement.

A full-text copy of the Plan is available at
https://tinyurl.com/y25wrjko from PacerMonitor.com at no charge.

The Debtor owns two improved pieces of real estate: (A) 229
Nicolson Street, WilkesBarre Township, PA and (B) 161 South
Mountain Blvd. Mountain Top, PA.

Class 4 - General Unsecured Creditors, if any, will be paid 100% of
their Allowed Claims in equal monthly installments over a period of
60 months commencing no greater than 30 days following the
Effective Date.

The Debtor will fund its obligations under this Plan from its
operating income, including, but not limited to, rental payments
received from, or funds paid directly to creditors by, an
affiliates of the Debtor, JLAN Properties, LLC and Teberio
Properties, LLC.

               About JLAN Properties

JLAN Properties, LLC, is a privately-held operator of
nonresidential buildings.

JLAN Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4,
2018.  In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of less than $500,000 and liabilities
of less than $1 million.  Judge John J. Thomas presides over the
case.


LATRIKUNDA TRANSPORT: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------------
Debtor: Latrikunda Transport Services, LLC
        P.O. Box 85658
        Tucson, AZ 85754

Business Description: Latrikunda Transport Services --
                      https://www.lattrans.com -- provides
                      transportation services from Tucson
                      Interntional Airport, to major hotels and
                      resorts, as well as major attractions in and
                      around Tucson.  The Company has sedans, SUVS
                      and vans available, with the capacity of
                      1-3, 1-5, and 8-14 passengers respectively.

Chapter 11 Petition Date: February 15, 2019

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Case No.: 19-01661

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Pernell W. McGuire, Esq.
                  DAVIS MILES MCGUIRE GARDNER, PLLC
                  40 E. Rio Salado Parkway, Ste 425
                  Tempe, AZ 85281
                  Tel: 480-733-6800
                  Fax: 480-733-3748
                  E-mail: pmcguire@davismiles.com
                          azbankruptcy@davismiles.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Orville Nance, operations manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:

              http://bankrupt.com/misc/azb19-01661.pdf


MA ALTERNATIVE: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: MA Alternative Transport Services, Inc.
        1616 S Chickasaw Tr
        Orlando, FL 32825

Business Description: MA Alternative Transport Services, Inc.
                      provides non-emergency medical transport
                      services.  Ma Alternative filed as a
                      Domestic for Profit Corporation in the State
                      of Florida on Oct. 21, 2014, as recorded in
                      documents filed with Florida Department of
                      State.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Case No.: 19-00956

Debtor's Counsel: Frank M. Wolff, Esq.
                  FRANK MARTIN WOLFF, P.A.
                  19 E. Central Blvd
                  Orlando, FL 32801
                  Tel: 407-982-4448
                  E-mail: fwolff@fwolfflaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ariel Malagon, president.

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

            http://bankrupt.com/misc/flmb19-00956.pdf


MALLINCKRODT ARD: Court Narrows Claims in Rockford Antitrust Suit
-----------------------------------------------------------------
Judge Frederick J. Kapala of the U.S. District Court for the
Northern District of Illinois granted in part and denied in part
the Defendants' motions to dismiss the case, City of Rockford, et
al., Plaintiffs, v. Mallinckrodt ARD, Inc., et al., Defendants,
Case No. 17 C 50107 (N.D. Ill.).

Plaintiffs City of Rockford and Acument Global Technologies, Inc.,
filed a second amended complaint ("SAC") against two groups of
Defendants: (1) Mallinckrodt plc and Mallinckrodt ARD, Inc.
(including its acquisition of "Questcor Pharmaceuticals, Inc.");
and (2) Express Scripts Holding Company and its four wholly-owned
subsidiaries, Express Scripts, Inc. ("ESI"), Curascript, Inc.,
Accredo Health Group, Inc., and United Biosource Corp. ("UBC"),
pursuant to federal and state antitrust and consumer protection
laws, the Racketeer Influenced and Corrupt Organizations Act
("RICO"), various state-law claims, and 28 U.S.C. Sections
2201-2202 for declaratory judgment.

Acthar is an adrenocorticotropic hormone ("ACTH") drug, which
causes the body to produce cortisone and other steroid hormones.
On Aug. 27, 2007, Mallinckrodt embarked on a "new strategy" that
sought to limit Acthar's distribution by designating Express
Scripts as Mallinckrodt's sole distributor of Acthar.  Express
Scripts' role is to provide "integrated specialty services" to
facilitate every other facet of the distribution chain, where each
Express Scripts entity plays different roles at different levels of
the process.

By helping Mallinckrodt maintain and enhance its monopoly power in
the ACTH market, Express Scripts along with Mallinckrodt realized
greater profits at the expense of payors, like the Plaintiffs.  As
a result, from the time Mallinckrodt acquired Acthar in 2001 to the
commencement of the action, the cost of Acthar grew 109,046%.  The
Plaintiffs also contend that the purported conspiracy allowed
Mallinckrodt to keep Acthar's price high by eliminating potential
competition to Acthar.

Rockford provides its employees with a health plan that includes
prescription insurance coverage for two Acthar patients.  The
health plan has a contract with ESI, which requires ESI to collect
payments for the price of Acthar. In a contract between Rockford
and ESI that the parties entered into on Jan. 1, 2015, ESI agreed
to provide Rockford certain services, including "cost containment,"
although "cost containment" is not defined in the agreement.
Mallinckrodt charged Rockford for Acthar at a discounted rate of
13.5% off the "average wholesale price" as set forth in the PBM
Agreement.  It set the average wholesale prices of Acthar used by
Express Scripts for reimbursement.  Accordingly, on April 1, 2015,
Mallinckrodt had Acthar shipped directly to the children of two
Rockford employees.  ESI then charged Rockford $100,457.64 for the
30-day supply of Acthar, pursuant to the terms of the PBM
Agreement.

In contrast, Acument has a contract with CVS Caremark which covered
the spouse of one of Acument's employees because the spouse suffers
from a condition for which Acthar was prescribed as a treatment
option.  The Plaintiffs allege that CVS stepped into the place of
ESI in the Acthar distribution chain, but was still coordinated by
UBC. CVS charged Acument $894,617.75 for 13 administrations of
Acthar in a 13-month period between December 2015 and December
2016.

The SAC alleges claims by Rockford against Express Scripts for
unjust enrichment (Count I); Rockford against Mallinckrodt for
unjust enrichment (Count II); Acument against Mallinckrodt for
unjust enrichment (Count III); the Plaintiffs against all the
Defendants for fraud (Count IV), conspiracy to defraud (Count V),
maintenance of monopolization under 15 U.S.C. Section 2 (Count VI),
unreasonable restraint of trade under 15 U.S.C. Section 1 (Count
VII), violation of state antitrust and consumer protection laws
(Count VIII), participation in racketeering activity under 18
U.S.C. Section 1962(c) (Count IX), use of investment funds from
racketeering activity under 18 U.S.C. Section 1962(a) (Count X),
and agreement to participate in racketeering activity under 18
U.S.C. Section 1962(d) (Count XI); and Rockford against Express
Scripts for breach of contract based on the PBM Agreement (Count
XII), promissory estoppel (Count XIII), declaratory judgment based
on the PBM Agreement (Count XIV), and breach of the implied
covenant of good faith and fair dealing (Count XV).

Mallinckrodt and Express Scripts have separately moved to dismiss
the SAC pursuant to Federal Rule of Civil Procedure 12(b)(6) for
failure to state claims against them.

Judge Kapala granted in part and denied in part the Defendants'
motions to dismiss.  He dismissed with prejudice Count XIV.  He
dismissed without prejudice Counts I through V, IX through XIII,
and XV.  The Judge denied the defendants' motions to dismiss Counts
VI, VII, and VIII with respect to Rockford.  He dismissed without
prejudice Counts VI, VII, and VIII with respect to Acument.

Among other things, the Judge finds that (i) Rockford's assertions
of anticompetitive conduct are sufficient to adequately plead the
unreasonable restraint of trade" prong of Rockford's Section 1
claim; (ii) one can plausibly infer that the Synacthen Acquisition
and Mallinckrodt's immediate "shelving" of Synacthen had no
legitimate business justification and resulted in the maintenance
and entrenchment of Mallinckrodt's monopoly; (iii) because the he
has already concluded that Rockford satisfies the AGC factors with
respect to its federal claims, finding that it would be a "proper
party" under AGC's proximate-cause analysis, the Judge presumes
that Rockford would satisfy each states' "proper party" test; and
(iv) the SAC lacks sufficient allegations to allow the Court to
determine how Acument's injuries in Tennessee are connected to the
Dfendants' conduct.

The Judge granted the Plaintiffs leave to replead within 45 days of
the date of the Order to correct the deficiencies as noted in the
Opinion.

A full-text copy of the Court's Jan. 25, 2019 Memorandum Opinion
and Order is available at https://is.gd/LP0x90 from Leagle.com.

City Of Rockford, on behalf of themselves and all others similarly
situated, Plaintiff, represented by Donald E. Haviland, Jr. --
haviland@havilandhughes.com -- Haviland Hughes, Peter J. Flowers --
pjf@meyers-flowers.com -- Meyers & Flowers, LLC, Ifeanyichukwu C.
Mogbana, City Of Rockford Department Of Law, Jonathan Peter
Mincieli, Meyers & Flowers, LLC, Michael W. Lenert, Meyers &
Flowers, LLC, William H. Platt, II -- haviland@havilandhughes.com
-- Haviland Hughes & Kerry Franklin Partridge, City of Rockford
Department of Law.

Acument Global Technologies, Inc., on behalf of themselves and all
others similarly situated, Plaintiff, represented by Donald E.
Haviland, Jr., H aviland Hughes.

Mallinckrodt ARD, Inc., formerly known as Questcor Pharmaceuticals,
Inc., Defendant, represented by George Patrick Watson --
patrick.watson@bryancave.com -- Bryan Cave LLP, pro hac vice,
Herbert R. Giorgio, Jr. -- herb.giorgio@bryancave.com -- Bryan Cave
Leighton Paisner Llp, Joel M.L. Huotari, WilliamsMcCarthy, Lindsay
Sklar Johnson, Bryan Cave LLP, pro hac vice, Philip Dean Bartz,
Bryan Cave Leighton Paisner LLP, pro hac vice, Rebecca A. Nelson,
Bryan Cave Leighton Paisner LLP, pro hac vice & Scott Collins
Sullivan -- ssullivan@wilmac.com -- WilliamsMcCarthy LLP.

Mallinckrodt PLC, Defendant, represented by George Patrick Watson,
Bryan Cave LLP, pro hac vice, Herbert R. Giorgio, Jr., Bryan Cave
Leighton Paisner Llp, Joel M.L. Huotari , WilliamsMcCarthy, Lindsay
Sklar Johnson , Bryan Cave LLP, pro hac vice, Rebecca A. Nelson ,
Bryan Cave Leighton Paisner LLP, pro hac vice & Scott Collins
Sullivan, WilliamsMcCarthy LLP.

United Biosource Corporation, Defendant, represented by Matthew M.
Martino, Skadden, Arps, Slate, Meagher & Flom LLP, Amy Lynn Van
Gelder, Skadden Arps Slate Meagher & Flom, LLP, Evan Ross Kreiner,
Skadden, Arps, Slate, Meagher & Flom LLP, Matthew Robert Kipp ,
Skadden Arps Slate Meagher & Flom, LLP, Michael H. Menitove,
Skadden, Arps, Slate, Meagher & Flom LLP, Patrick G. Rideout,
Skadden, Arps, Slate, Meagher & Flom LLP, Robert A. Fumerton,
Skadden, Arps, Slate, Meagher & Flom LLP & Thomas Pak, Skadden,
Arps, Slate, Meagher & Flom LLP.

Express Scripts Holding Company, Express Scripts, Inc., Curascript,
Inc., doing business as Curascript, SD & Accredo Health Group,
Inc., Defendants, represented by Matthew M. Martino, Skadden, Arps,
Slate, Meagher & Flom LLP, Amy Lynn Van Gelder, Skadden Arps Slate
Meagher & Flom, LLP, Evan Ross Kreiner, Skadden, Arps, Slate,
Meagher & Flom LLP, Matthew Robert Kipp, Skadden Arps Slate Meagher
& Flom, LLP, Michael H. Menitove, Skadden, Arps, Slate, Meagher &
Flom LLP, Patrick G. Rideout, Skadden, Arps, Slate, Meagher & Flom
LLP, Robert A. Fumerton, Skadden, Arps, Slate, Meagher & Flom LLP &
Thomas Pak, Skadden, Arps, Slate, Meagher & Flom LLP.



MALLINCKRODT GROUP: Bank Debt Trades at 7% Off
----------------------------------------------
Participations in a syndicated loan under which Mallinckrodt Group
Inc. is a borrower traded in the secondary market at 93.50
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.86 percentage points from the
previous week. Mallinckrodt Group pays 300 basis points above LIBOR
to borrow under the $600 million facility. The bank loan matures on
September 24, 2024. Moody's rates the loan 'Ba1' and Standard &
Poor's gave a 'BB' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


MANHATTAN COMPANY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Manhattan Company of New York, LLC
        700 Rockaway Tpke, Suite 403
        Lawrence, NY 11559

Business Description: The Manhattan Company of New York, LLC is a
                      privately held company in the nonresidential

                      building construction industry.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Case No.: 19-71107

Judge: Hon. Alan S. Trust

Debtor's Counsel: Robert L. Rattet, Esq.
                  RATTET PLLC
                  202 Mamaroneck Avenue, Suite 300
                  White Plains, NY 10601
                  Tel: 914 381 7400
                  Fax: 914 381 7406
                  E-mail: rrattet@rattetlaw.com

Total Assets: $4,092,125

Total Liabilities: $3,028,878

The petition was signed by Michael McGarry, managing member.

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/nyeb19-71107.pdf


MEG ENERGY: S&P Cuts Long-Term ICR to 'B+' on Low Profitability
---------------------------------------------------------------
S&P Global Ratings on Feb. 14 lowered its long-term issuer credit
rating on MEG Energy Corp. to 'B+' from 'BB-'.

In conjunction with the downgrade, S&P also lowered its issue-level
rating on MEG's senior secured debt to 'BB' from 'BB+'. The
recovery rating is unchanged at '1', indicating S&P's expectation
of estimated capped recovery of 95%.

With the rating moving into the 'B' category, S&P now caps the
recovery rating on the senior unsecured debt at '2' (previously
capped at '3' for 'BB' category ratings). As a result, S&P affirmed
its 'BB-' issue-level rating on the company's senior unsecured
debt.

S&P removed all ratings from CreditWatch, where they were placed
with positive implications Oct. 2, 2018, when Husky Energy Inc.
announced an unsolicited bid to acquire MEG.

Despite MEG's very low production costs at its Christina Lake
steam-assisted gravity drainage (SAGD) project, the cost savings
accruing from the sale of excess generated electricity, and the
higher realized prices achieved through the company's marketing
arrangements and hedges in place, S&P's weakened crude oil price
assumptions (both West Texas Intermediate [WTI] and Western
Canadian Select [WCS]) have adversely affected S&P's assessment of
the company's profitability, and weakened its overall business risk
profile. Although S&P's 2019-2020 projected cash flow metrics have
also weakened, the business risk profile deterioration is the
primary factor contributing to the downgrade.

S&P said its reduced WTI price assumptions and the WCS price
differentials it is incorporating into its cash flow forecasts have
weakened the company's projected unit EBIT (the metric used to
assess an exploration and production [E&P] company's
profitability), as well as MEG's 2019-2020 weighted-average cash
flow and leverage metrics, and the overall credit profile. S&P's
estimate of the company's five-year (2016-2020) EBIT per thousand
cubic feet equivalent (mcfe) of 74 U.S. cents has decreased more
than 25% from its previous estimate. The deteriorated unit EBIT per
mcfe results in a weaker business risk profile assessment.
Furthermore, decreased forecast cash flow metrics have pushed the
annual and two-year, weighted-average FFO-to-debt ratios to
11%-12%. Nevertheless, S&P believes the rail commitments, and
increasing crude oil volumes sold into the U.S. Gulf Coast market
could support MEG's FFO-to-debt ratios at the levels S&P is
projecting.

"MEG's business risk profile continues to reflect our view of the
company's focus on bitumen production and associated pricing, which
can be significantly volatile due to both WTI and the light-heavy
price differential fluctuations," S&P said. "Offsetting this are
the strong credit characteristics we attribute to several
components of MEG's business risk profile, specifically its large
reserve base, good reservoir recovery rates, and competitive
production costs."

"The negative outlook reflects the risk that MEG's forecast cash
flow metrics could deteriorate below the levels we are estimating,
if WTI prices or the WCS differential deteriorates relative to our
base-case assumptions. Furthermore, we believe MEG will be
challenged to generate materially stronger operating cash flows
than those underpinning our current base-case scenario," S&P said.

S&P said it could lower the rating to 'B' if MEG's liquidity
position deteriorated in the next 12 months.  It could also lower
the rating if MEG's weighted-average FFO-to-debt ratio fell to the
bottom half of the 0%-12% range, and S&P expected it to remain at
these depressed levels.

"We could revise the outlook to stable, if MEG is able to
strengthen and sustain its two-year weighted-average FFO-to-debt
ratio above 12%," S&P said. "Given the company's competitively low
production costs at its in-situ SAGD project, this cash flow ratio
improvement would likely only occur if WTI or Canadian heavy oil
prices increased above the levels factored into our base-case
scenario."


MIRION TECHNOLOGIES: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating to Mirion
Technologies (New FinanceCo) (Mirion). Additionally, B2 senior
secured ratings on the proposed first-lien credit facility issued
by co-borrowers Mirion Technologies (New FinanceCo) and Mirion
Technologies, Inc. were assigned. The rating outlook is stable.

The rating assignments follow Mirion's announcement that it will
refinance its capital structure, transitioning to an all-first lien
secured debt structure from a first-lien/second-lien secured debt
structure, and will change one of the debt obligors to Mirion
Technologies (New FinanceCo) from Mirion Technologies (HoldingRep),
Ltd. - Mirion Technologies, Inc. will remain as a borrower.

Moody's will withdraw the existing ratings at Mirion Technologies
(HoldingRep), Ltd. and Heisenberg MergerSub, Inc. upon closing of
the proposed transaction.

Moody's took the following rating actions on Mirion Technologies
(New FinanceCo), which will become Mirion Technologies (Luxembourg)
S.a.r.l. upon closing of the proposed transaction:

  - Corporate Family Rating assigned at B2

  - Probability of Default Rating assigned at B2-PD

  - Senior Secured First-Lien Revolving Credit Facility assigned at
B2 (LGD3) (co-borrower Mirion Technologies, Inc.)

  - Senior Secured First-Lien Term Loan assigned at B2 (LGD3)
(co-borrower Mirion Technologies, Inc.)

  - Senior Secured Euro First-Lien Term Loan assigned at B2 (LGD3)
(co-borrower Mirion Technologies, Inc.)

  - Outlook stable

RATINGS RATIONALE

Mirion's B2 CFR considers the elevated leverage (mid-5x range),
small scale and niche market focus on radiation detection and
measurement. End market concentration remains high, but declining,
with over 50% of revenues coming from the low volume, politically
sensitive and highly visible nuclear power plant segment. Free cash
flow generation (cash flow from operations less capital
expenditures) remains weak, plagued more recently by integration
costs and working capital outflows that constrain the ratings. The
ratings, however, benefit from Mirion's leading niche product
position within the specialized, highly regulated nuclear power
generation industry with significant barriers to entry, a sizable
repeat and recurring revenue stream and good geographic diversity
as non-US revenues account for over 60% of total revenues. This is
significant in that nuclear energy development is considerably
stronger outside of North America, essentially stable-to-declining
in the US and Europe but experiencing growth in Asia, namely China.
An increasing percentage of growth opportunities are expected to
come from non-nuclear power plant end markets led by military &
homeland security and medical revenues, adding stability and
diversification to the revenue stream.

Mirion maintains leading market positions in niche markets that are
expected to outpace normal-GDP type growth levels after
experiencing several years of relative underperformance and weaker
demand. Contributing factors included low natural gas prices that
led to nuclear plant closures, struggles by key OEMs Westinghouse
and Areva that disrupted the power industry supply chain, a lengthy
Canberra Industries, Inc. integration process and product
development delays in the military and homeland defense sectors.
Moody's now expects revenues to grow in the low-to-mid-single digit
range over the next couple of years, led by favorable trends in the
military (soldier modernization initiatives and enhanced
battlefield awareness) and medical (increasing number of tests such
as MRIs, CTs and the rise in robotic surgeries) end markets.

The liquidity profile is adequate supported by Moody's expectations
for the company to maintain a cash position in the $20 million -
$30 million range and the proposed $90 million revolving credit
facility expiring 2024. These two sources should provide sufficient
liquidity to manage through quarterly revenue swings driven by
customers' capital expenditure budget cycles, project-based end
markets and seasonal nuclear reactor maintenance programs.
Continuing with the positive momentum over the last nine months,
Moody's expects free cash flow to exceed $10 million over the next
twelve months due to better working capital management and a
gradual shift to higher-margin product sales. As a result,
utilization of the revolving credit facility is expected to be
minimal over the next twelve months. In the event the facility is
needed, it is subject to a springing financial covenant - a maximum
first lien leverage ratio - tested only if borrowings, including
posted letters of credit in excess of $25 million, exceed 40% of
the facility. The term loans do not have financial maintenance
covenants.

The stable rating outlook reflects Mirion's niche, leading market
positions with specialized focuses enhanced by a high percentage of
recurring revenues that provide good top-line visibility. Improving
end market fundamentals in nuclear power and non-nuclear power
markets and strong margins provide support to Moody's expectations
for strengthening free cash flow over the next 12-18 months.

The ratings could be upgraded if Mirion demonstrates strong growth
in the non-nuclear power plant end markets, an uptick in
decommissioning & dismantling project revenues and materially
positive and consistent free cash flow generation. Quantitatively,
debt-to-EBITDA below 4.5x and free cash flow-to-debt in the
mid-single digits on a sustainable basis could result in upward
rating momentum. Ratings could be downgraded if debt-to-EBITDA is
expected to trend back towards 6x or if free cash flow turns
negative, leading to an erosion in the liquidity position. Downward
pressure would also develop if Mirion's recurring revenue stream
were to meaningfully decrease.

Mirion Technologies, Inc. provides radiation detection,
measurement, analysis and monitoring products and services to the
nuclear, homeland security & defense and medical end markets. Key
products and services include: dosimeters, contamination &
clearance monitors, detection & identification instruments and
radiation monitoring systems. Mirion reported revenues of nearly
$440 million for the latest twelve months ended December 31, 2018.

Mirion is owned by Charterhouse Capital Partners LLC after it
purchased the company from American Capital, Ltd. in early 2015.


MISYS PLC: Bank Debt Trades at 7% Off
-------------------------------------
Participations in a syndicated loan under which Misys Plc is a
borrower traded in the secondary market at 93.50
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.32 percentage points from the
previous week. Misys Plc pays 725 basis points above LIBOR to
borrow under the $1.245 billion facility. The bank loan matures on
April 28, 2025. Moody's rates the loan 'Caa2' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.

Misys is one of the world's largest independent applications
software products groups and the UK's biggest. Its main activities
include selling software solutions to banks, transaction processing
and claims administration for physicians in the U.S., systems for
insurance brokers in the U.K., and administrative and compliance
services for Independent Financial Advisors, or IFs.  It's
corporate address is London, United Kingdom.


MITE LLC: May Use Sandy Spring Cash Collateral Until April 30
-------------------------------------------------------------
The Hon. Lori S. Simpson of the U.S. Bankruptcy Court for the
District of Maryland has consent order approving Mite, LLC's Third
Consent Motion for Authority to Use Cash Collateral on an Interim
Basis.

The Debtor is permitted to use cash collateral for the period from
Feb. 1, 2019 through (and including) April 30, 2019, or until an
Event of Default occurred, whichever comes first.

The Court, at the request of the Debtor and Sandy Spring,
previously entered Consent Orders Approving Consent Motion for
Authority to Use Cash Collateral on an Interim Basis, wherein the
Debtor was authorized to use Sandy Spring's Cash Collateral through
and including Jan. 31, 2019.

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.

Sandy Spring will receive from the Debtor a payment in the amount
of $10,839 payable on following dates: Feb. 22, 2019, March 22,
2019 and April 22, 2019.

In addition, 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 April 21, 2019.

A full-text copy of the Order is available at

              http://bankrupt.com/misc/mdb18-19966-94.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.


NABORS INDUSTRIES: Fitch Lowers LT IDR to 'BB-', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Nabors Industries, Ltd. and Nabors Industries, Inc.
(together, Nabors) to 'BB-' from 'BB'. The Rating Outlook is
revised to Stable from Negative. Fitch also assigned a 'BB'/'RR2'
rating to Nabors' new unsecured guaranteed revolver and downgraded
the unsecured non-guaranteed revolver, senior unsecured notes, and
unsecured convertible notes to 'BB-'/'RR4'. Fitch affirmed and
withdrew Nabors' Short-Term IDR and Commercial Paper at 'B' as the
facility was terminated.

The downgrade reflects weaker credit metrics, a modest but uneven
recovery in the U.S. and international drilling rig markets,
reduced funding commitments, and the need to address a looming
maturity wall. This is offset by the company's favorable asset
quality characteristics, a global footprint that provides some
diversification, and forecasted positive FCF over the next few
years. Fitch recognizes that Nabors has taken positive steps to
improve its credit profile and enhance liquidity including
extending its revolver, repurchasing debt, reducing capex spending,
and significantly cutting its dividend. However, current metrics
are more in line with a 'BB-' rating than a 'BB'.

The Outlook revision to Stable from Negative reflects the current
enhancements to the credit profile and the expectation of positive
free cash flow, which is anticipated to be used to reduce debt. The
outlook could revert to Negative if FCF is expected to materially
decline from Fitch forecasts or refinancing risk increases.

KEY RATING DRIVERS

U.S. Activity Improving But Levelling Off: Nabors experienced a
strong uptick in U.S. Lower 48 rig activity since bottoming out in
mid-2016, which is consistent with the average U.S. rig count.
However, recent rig activity and day rates appear to be levelling
off owing to volatile oil prices, basis differentials in certain
basins, and continued rig efficiency gains. Fitch believes that
there is increased risk that the U.S. rig count may be structurally
lower over the medium to long term because of efficiency gains.
Nabors' U.S. fleet, which includes 'SmartRigs' along with ancillary
technological offerings and other services, includes the best U.S.
pad-capable rigs, which provides for relatively resilient
utilization and day rates. The company's U.S. Lower 48 rig count
bottomed out in second quarter 2016 at 45 and has steadily
increased to an expected average of 112 for the fourth quarter of
2018. Given Fitch's WTI oil price forecasts ($57.50 in 2019 and
2020 and $55 long term), Fitch anticipates that the rig count for
both Nabors and the total U.S. Lower 48 will be relatively flat
over the next several years.

International Activity Slowly Improving: Nabors' international
drilling segment has exhibited resilient through-the-cycle results
that are consistent with the average international rig count and
has been a favorable hedge to the more variable U.S. rig count.
Nevertheless, while there continue to be land rig additions, day
rates remain below the prior peak, and the market recovery is
uneven across major markets. The company's international rig count
bottomed out in 1Q17 at 90 average working rigs and has slowly
increased to an estimated 95 average working rigs for 4Q18. Fitch
expects growth to increase slightly to an average working rig for
2019 of 97, driven by contracts in Latin American and MENA. The
company is also leasing rigs to its 50/50 JV with Saudi Aramco,
which is expected to contribute minimal cash flows over the next
few years.

Ancillary Services Profitability Improving: Investments in the
Drilling Solutions and Rig Technologies segments are beginning to
bear fruit. Although Nabors did not reach its goal of a $100
million EBITDA run rate by 4Q 18, Fitch expects the company to
reach that goal during 1H 19. New contracts, a mix of higher margin
business and cost cuts should drive EBITDA in the Rig Technologies
segment from a deficit to positive single digit margins in 4Q 18.

Improving Free Cash Flow: Fitch anticipates that Nabors will be
free cash flow positive from 2019-2021 based on its oil and natural
gas pricing assumptions. Nabors plans to reduce capex to $400
million in 2019 from $500 million in 2018, which Fitch estimates
will result in free cash flow of approximately $175 million. Fitch
assumes that Nabors will increase capital expenditures back to the
$500-$550 million range in 2020-2021, which should still allow
Nabors to be free cash flow positive, albeit at a lower level.

Increased Debt Reduction Focus: In January 2019, Nabors announced
that it had repurchased $108 million of long term debt in 4Q 18,
reduced total debt by $150 million and increased cash by $80
million. Furthermore, the company is scaling back 2019 capex
spending to $400 million from $500 million in 2018 and reducing its
cash dividend by 83% to $0.01 per share. Management's goal is to
target net debt reduction of $200 to $250 million during 2019.
Fitch is forecasting gross leverage of 5.1x in 2018 and 4.6x in
2019, which is above the 4.5x sensitivity for a negative rating
action. However, Nabors will have a sizeable cash balance, which
mitigates some of this risk.

DERIVATION SUMMARY

Nabors is one of the largest global onshore rig operators with
significant U.S. and international footprints. The company is the
third largest U.S. onshore rig operator, on a working-rig basis,
with over 10% market share as of November 2018. Helmerich & Payne,
Inc. (unrated) and Patterson-UTI Energy, Inc. (unrated) have
greater U.S. onshore market share at approximately 21% and 16%,
respectively, but do not have significant international operations.
Precision Drilling Corporation (B+/Stable) has a smaller U.S.
footprint than Nabors but has roughly 25% share of the seasonally
cyclical Canadian market.

Nabors' international onshore rig fleet has provided the company
with a favorable counterbalance to the more volatile U.S. rig count
and cash flow profile through-the-cycle. Fitch believes that this
international first-mover and scale advantage, as well as
relatively better financial position compared to international peer
KCA Deutag Drilling Limited (unrated), will benefit the company
over the medium to long-term as evidenced by the Saudi Aramco JV.
Further, Fitch considers Nabors' asset quality to be high with
their 'SmartRig' being among the best U.S. pad-capable rigs, which
should help these rigs maintain relatively resilient utilization
and day rates through-the-cycle. The company, however, is in a
relatively weaker financial position than certain large U.S.
onshore rig peers as shown by its recent liquidity enhancement
actions, which may lead to it being capital-constrained and placing
it at a competitive disadvantage as the U.S. rig replacement and
pad-optimal customer adoption cycle continues.

KEY ASSUMPTIONS

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

  -- WTI oil price of $57.50/barrel in 2019 and 2020 and $55/barrel
long-term price;

  -- Henry Hub gas price of $3.25/mcf in 2019, and a long-term
price of $3.00/mcf;

  -- U.S. Lower 48 working rig count that grows to 113 in 2019 from
107 in 2018, and then levels off thereafter;

  -- International working rig count that grows to 98 in 2019 from
95 in 2018, and then levels off thereafter;

  -- Canada working rig count relatively flat from 2018 levels of
17;

  -- Average corporate rig margins per day relatively flat to 2018
as increased Lower 48 margins offset lower International;

  -- Drilling Solutions reaches a $100 million run-rate EBITDA by
1H 2018;

  -- Capex of approximately $400 million in 2017 followed by
capital spending in the $500 million-$550 million range;

  -- Saudi Aramco JV has no material cash flow impact over the next
few years;

  -- Quarterly dividend remains $0.01/share with no additional
shareholder actions contemplated near term.

RATING SENSITIVITIES

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

  -- Mid-cycle debt/EBITDA of below 3.5x on a sustained basis;

  -- Mid-cycle lease-Adjusted FFO Gross Leverage less than 4.8x;

  -- Demonstrated ability to address upcoming maturity wall without
material drawdowns on the credit facility.

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

  -- Failure to manage FCF that reduces liquidity capacity and
increases gross debt levels;

-- Increasing refinancing risk that impedes ability to address the
maturity wall;

  -- Structural deterioration in rig fundamentals that result in
weaker than expected financial flexibility;

  -- Mid-cycle debt/EBITDA above 4.5x on a sustained basis.

  -- Mid-cycle lease-Adjusted FFO Gross Leverage greater than
5.5x.

LIQUIDITY

Near Term Liquidity Sufficient: As of December 31, 2018, Nabors had
$438 million of cash and short-term investments. In October 2018,
Nabors entered into a new $1.27 billion 2018 revolving credit
facility that matures the earlier of October 11, 2023 and July 19,
2022 if any of the 5.5% senior notes due January 2023 are
outstanding as of that date. As of December 31, 2018, there was
$170 million outstanding on that revolver. There is also an
existing 2012 revolving credit facility that was amended in October
2018 to reduce the overall commitments to $666.25 million. As of
December 31, 2018, there were no outstanding balances on the
revolver. Fitch expects Nabors to be FCF positive in 2019 and
expects the surplus to help address Nabors' near-term maturities.

Impending Maturity Wall: Nabors has a significant amount of debt
maturing over the next few years with $615 million due in 2020,
$669 million due in 2021, and $930 million due in 2023. In
addition, approximately $170 million is outstanding on the 2018
revolving credit facility that has a 2023 maturity that springs to
2022 if the 5.5% senior notes due January 2023 are outstanding as
of July 19, 2022. Nabors bears the risk of volatile commodity
prices and the openness of capital markets over the next few
years.

Under the existing credit agreement, Nabors has the ability to
refinance the 2020 and 2021 notes with proceeds from the revolving
credit facility. However, the use of the revolver for the
later-dated notes is restricted, and the company will be reliant on
FCF, new unsecured notes, or equity. Furthermore, additional first
lien capacity is restricted to $150 million.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

Nabors Industries, Ltd.

  -- Long-term IDR downgraded to 'BB-' from 'BB'.

Nabors Industries, Inc.

  -- Long-term IDR downgraded to 'BB-' from 'BB';

  -- Senior unsecured guaranteed credit facility assigned
'BB'/'RR2';

  -- Senior unsecured non-guaranteed credit facility downgraded to
'BB-'/'RR4' from 'BB'/RR4';

  -- Senior unsecured notes downgraded to 'BB-'/'RR4' from
'BB'/RR4';

  -- Short-term IDR and Commercial Paper facility affirmed at 'B'
and withdrawn.

The Outlook for both issuers is revised to Stable from Negative.


NATIONAL NETWORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: National Network Communications, Inc.
        PO Box 59
        Princeton, NC 27569

Business Description: National Network Communications, Inc.
                      is a privately held company in Princeton,
                      North Carolina that owns and operates
                      an electronics and appliance store.

Chapter 11 Petition Date: February 15, 2019

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Case No.: 19-00680

Debtor's Counsel: Danny Bradford, Esq.
                  PAUL D. BRADFORD, PLLC
                  dba BRADFORD LAW OFFICES
                  455 Swiftside Drive, Suite 106
                  Cary, NC 27518-7198
                  Tel: 919 758-8879
                  Fax: 919 803-0683
                  E-mail: dbradford@bradford-law.com

Total Assets: $199,269

Total Liabilities: $2,551,218

The petition was signed by Stanley C. Chestnut, 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/nceb19-00680.pdf


NEIMAN MARCUS: Bank Debt Trades at 12% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc. is a borrower traded in the secondary market at 88.50
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.65 percentage points from the
previous week. Neiman Marcus pays 325 basis points above LIBOR to
borrow under the $2.942 billion facility. The bank loan matures on
October 25, 2020. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


NEUSTAR INC: Moody's Cuts CFR to 'B2' & Rates New $200M Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service Downgrades Neustar, Inc's Corporate
Family Rating to B2, from B1 and the Probability of Default rating
to B2-PD, from B1-PD. Moody's also downgraded the Company's 1st
lien senior secured revolving credit facility and 1st lien senior
secured term loans, to B1 from Ba3 and the 2nd lien senior secured
term loan due 2025 to Caa1, from B3. Moody's assigned a B1 rating
to the Company's proposed $200 million first lien term loan B5, due
2024. The Outlook is stable.

Proceeds from the new term loan, along with balance sheet cash,
will be used to repay the existing first lien term loan due 2020,
fund the acquisitions of VeriSign, Inc.'s (Verisign) security
assets and TRUSTID, and pay transaction fees and expenses. The B1
rating on the existing first lien term loan due 2020 will be
withdrawn upon repayment.

Moody's views the refinancing transaction, and the acquisition of
Verisign's security assets and TRUSTID as credit positive. The
refinancing improves the liquidity profile by extending the
maturity of the term loan by 4 years and dramatically reducing the
required term loan amortization to 1%, from 40%. Additionally,
despite the incremental debt incurred as a result of the
refinancing, Moody's believes the transaction is deleveraging when
combined with the acquisition of Verisign and TRUSTID which were
acquired at low multiples (lower than the Company's current
leverage ratio). Moody's believes these assets come with strong
brands, good growth prospects, and important product and services.

However, despite the credit positive nature of the transactions,
they are not accretive enough to help delever the Company at a
pace, and on a slope, that Moody's had anticipated or believe is
necessary to maintain a B1 Corporate Family Rating. Pro forma for
the transactions, it projects leverage was near 6x at the end of
2018, and will improve only modestly to near mid 5x by the end of
2020 (above Moody's previous 4.5x tolerance) with only modest
improvements in EBITDA and limited free cash flow to repay debt.

Downgrades:

Issuer: Aerial Merger Sub, Inc.

  - Senior Secured 1st lien Term Loan B, Downgraded to B1 (LGD3)
from Ba3 (LGD3)

  - Senior Secured 1st lien Revolving Credit Facility, Downgraded
to B1 (LGD3) from Ba3 (LGD3)

  - Senior Secured 2nd lien Term Loan, Downgraded to Caa1 (LGD6)
from B3 (LGD6)

Issuer: Neustar, Inc

  - Corporate Family Rating, Downgraded to B2 from B1

  - Probability of Default Rating, Downgraded to B2-PD from B1-PD

Assignments:

Issuer: Neustar, Inc

  - Senior Secured 1st lien Term Loan B5, Assigned B1 (LGD3)

RATINGS RATIONALE

Neustar, Inc (Neustar) benefits from a diversified revenue mix that
produces solid margins and requires low capital intensity. The
business model is supported by recurring contracts and a strong set
of assets in growth markets. Liquidity is also good, supported by a
favorable maturity profile, an undrawn revolver, and springing
covenants. Neustar's B2 rating is constrained by its small scale,
high leverage, and private equity ownership which tends to have
aggressive financial policies. The rating reflects a Company in
transition following the loss of nearly half its revenues in the
middle of 2018. With only modest free cash flow and EBITDA growth,
Management's ability to delever further is largely dependent on
small acquisitions and cost cutting initiatives which are unlikely
to significantly change the slope of leverage over the next 12-18
months.

OUTLOOK

The stable outlook reflects Moody's view that Neustar will generate
$750-$800 million in revenue over the next 12-18 months, producing
EBITDA of $250-$275 million on margins in the 30% range. Moody's
expects free cash flow will be at least $25 million, but no more
than $75 million over the same time frame. Moody's projects
leverage (Moody's adjusted) will be between 5.5x-6x with debt
falling to about $1.5 billion at the end of 2020. It estimates free
cash flow to debt will be 2%-5%. Moody's outlook assumes there will
be no material changes (relative to its expectations) in the
Company's liquidity profile, financial policies, scale, diversity,
capital structure, operating performance or the business model.

WHAT COULD LEAD TO A RATINGS CHANGE

Moody's would consider an upgrade to Neustar's CFR if leverage is
sustained below 4.5x (Moody's adjusted) and if Free Cash Flow to
debt is sustained above 5%. Moody's would consider a downgrade if
leverage (Moody's adjusted) is sustained above 6.0x or if Free Cash
Flow to debt is sustained below 2%.

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

Based in Sterling, VA, Neustar, Inc is a leading global provider of
real-time information services and analytics, which enable clients
to make actionable, data-driven decisions. The company serves a
large and diverse customer base in growing end markets. Pro forma
for the NPAC contract loss in Q2 2018 and recent acquisitions, the
Company generated over $700 million in revenue for the last 12
months ended September 30, 2018.


NFP CORP: Moody's Affirms 'B3' CFR & Rates $305MM Sec. Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of NFP Corp. (NFP)
following the company's announcement that it has issued new senior
secured notes totaling $305 million. The notes are being offered to
accredited investors under Regulation D and Section 4(a)(2) of the
Securities Act of 1933. The notes are secured on a pari passu basis
with debt incurred under NFP's 2017 senior secured credit
facilities. The rating agency also assigned a B2 rating to the new
notes and affirmed NFP's senior secured credit facility ratings at
B2 and its senior unsecured note rating at Caa2. NFP expects to use
proceeds from the new secured notes to fund acquisitions and pay
related fees and expenses. The rating outlook for NFP is stable.

RATINGS RATIONALE

NFP's ratings reflect its expertise and solid market position in
insurance brokerage, particularly providing employee benefits and
property & casualty (P&C) products and services to mid-sized firms.
The company also offers insurance and wealth management services to
high net worth individuals. The business is well diversified across
products, clients and regions primarily in the US. The company has
been expanding its P&C operations, primarily through acquisitions
and the P&C business represents approximately 27% of consolidated
revenues. Offsetting these strengths is NFP's persistently high
financial leverage and low interest coverage metrics. NFP's active
acquisition strategy will drive revenue growth particularly in its
property & casualty segment, but will heighten integration and
contingent risks. The company also has significant contingent
earnout liabilities, which will reduce free-cash-flow metrics.

Giving effect to the incremental borrowing, NFP will have pro forma
debt-to EBITDA of just above 7.5x, (EBITDA - capex) interest
coverage in the range of 1.6x-2.0x, and free-cash-flow-to-debt in
the low single digits, according to Moody's estimates. The rating
agency expects that NFP will reduce its leverage through EBITDA
growth over the next few quarters. These pro forma metrics reflect
Moody's accounting adjustments for operating leases, contingent
earnout obligations, certain other non-recurring items, and
run-rate EBITDA from acquisitions.

Factors that could lead to an upgrade of NFP's ratings include: (i)
debt-to-EBITDA ratio below 6x, (ii) (EBITDA- capex) coverage of
interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding
5%, and (iv) successful integration of acquisitions.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
below 2%.

Moody's has affirmed the following ratings (and loss given default
(LGD) assessments) to NFP Corp:

Corporate family rating at B3;

Probability of default rating at B3-PD;

$150 million senior secured revolving credit facility maturing in
January 2022 at B2 (LGD3);

$1.6 billion senior secured term loan maturing in January 2024 at
B2 (LGD3);

$650 million senior unsecured notes maturing in July 2025 at Caa2
(LGD5).

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

$305 million five-year senior secured notes at B2 (LGD3).

The rating outlook is stable.

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

Based in New York City, NFP provides a range of brokerage,
consulting and advisory services, including corporate benefits,
retirement, property & casualty, individual insurance and wealth
management solutions largely in the US. The company generated
revenue of $1.2 billion for the 12 months through December 2018.


NOVUM PHARMA: Seeks Authority to Use RGP Pharmacap Cash Collateral
------------------------------------------------------------------
Novum Pharma, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to use cash collateral in the ordinary
course of its business.

The Debtor seeks authority to use the cash collateral to: (i)
finance its working capital needs and for any other general
corporate purposes; and (ii) pay related transaction costs, fees,
liabilities and expenses (including all professional fees and
expenses) and other administration costs incurred in connection
with and for the benefit of the Chapter 11 Case, in each case
solely to the extent consistent with the 13-Week Budget or the
Interim Order.

The Debtor is a borrower under that certain Loan Agreement with RGP
Pharmacap, LLC, which provided the Debtor with a term loan in the
amount of $15 million. As collateral for the Loan Facility, the
Debtor entered into that certain Security Agreement with RGP
Finance LLC, pursuant to which the Debtor granted RGP Finance a
security interest in all of Debtor's present or hereafter acquired
or arising right, title and interest in and to all accounts, and
all other assets and personal property, and all products and
proceeds of any of the foregoing.

As of the Petition Date, the Debtor was indebted to RGP Pharmacap
under the Loan Facility, without defense, counterclaim or offset of
any kind, in the aggregate principal amount of $15,000,000, plus
accrued and unpaid interest with respect thereto (which, as of the
Petition Date, was $211,049).

RGP Pharmacap will be granted, to the extent of any diminution in
value of its interests in the Prepetition Collateral from and after
the Petition Date, the following:

      (a) The Debtor will grant to RGP Pharmacap additional and
replacement, continuing, valid, binding, enforceable,
non-avoidable, and automatically perfected postpetition security
interests in and liens on all of the Debtor's presently owned or
hereafter acquired property and assets (including, subject to entry
of a final order, any proceeds or property recovered in respect of
the Debtor's claims or causes of action under Sections 544, 545,
547, 548 or 550 of the Bankruptcy Code or any other similar state
or federal law), whether such property and assets were acquired by
the Debtor before or after the Petition Date, of any kind or
nature, whether real or personal, tangible or intangible, wherever
located, and the proceeds and products of the foregoing.

      (b) To the extent of any diminution in value of the interests
of RGP Pharmacap in the Prepetition Collateral, RGP Pharmacap will
be granted, an allowed super-priority administrative expense claim,
which claim will be an allowed claim against the Debtor with
priority over any and all administrative expenses and all other
claims against the Debtor now existing or hereafter arising, of any
kind specified in sections 503(b) and 507(b) of the Bankruptcy
Code, and all other administrative expenses or other claims arising
under any other provision of the Bankruptcy Code, whether or not
such expenses or claims may become secured by a judgment lien or
other nonconsensual lien, levy or attachment.

      (c) The Debtor will pay all reasonable and documented
prepetition and postpetition fees and expenses of counsel to RGP
Pharmacap.  Payment of all such fees and expenses will not be
subject to allowance by the Court and such professionals will not
be required to comply with the U.S. Trustee fee guidelines.
However, the Debtor will promptly provide copies of invoices
received on account of the fees and expenses set forth above to the
U.S. Trustee and counsel to any Committee appointed in the Chapter
11 case.

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

              http://bankrupt.com/misc/deb19-10209-7.pdf

                         About Novum Pharma

Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is
a global specialty pharmaceutical company which owns a portfolio of
topical dermatology products that it purchased from Primus
Pharmaceuticals, Inc., in March 2015.  The dermatology products are
marketed under the names Alcortin, Alcortin A, Quinja (formerly
Aloquin) and Novacort.  Each product is a fungicidal gel used to
treat a variety of skin conditions.

Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No.
19-10209) on Feb. 3, 2019.

Novum Pharma estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.

The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel;
CR3 Partners, LLC, as financial advisor; Teneo Capital LLC as
investment banker; and Kurtzman Carson Consultants LLC as claims
and noticing agent.


ONEMAIN HOLDINGS: Moody's Lowers Corp. Family Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service upgraded OneMain Holdings, Inc.'s
("OneMain Holdings") corporate family rating and Springleaf Finance
Corporation's senior unsecured debt rating to Ba3 from B1. The
outlook is stable.

Moody's has also withdrawn the outlooks on all of OneMain Holdings,
Springleaf Finance Corporation, and AGFC Capital Trust I's existing
instrument ratings for its own business reasons. Over the course of
the year, Moody's will be withdrawing all instrument level outlooks
for entities rated under the Finance Companies Rating Methodology.


Upgrades:

Issuer: OneMain Holdings, Inc.

Corporate Family Rating, Upgraded to Ba3 from B1

Senior Unsecured Shelf , Upgraded to (P)B2 from (P)B3

Subordinate Shelf, Upgraded to (P)B3 from (P)Caa1

Junior Subordinate Shelf, Upgraded to (P)Caa1 from (P)Caa2

Issuer: Springleaf Finance Corporation

Issuer Rating, Upgraded to Ba3 from B1

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1

Senior Unsecured Medium-Term Note Program, Upgraded to (P)Ba3 from
(P)B1

Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1

Subordinate Shelf, Upgraded to (P)B1 from (P)B2

Junior Subordinate Shelf, Upgraded to (P)B2 from (P)B3

Issuer: AGFC Capital Trust I

Pref. Stock, Upgraded to B2 (hyb) from B3 (hyb)

Outlook Actions:

Issuer: OneMain Holdings, Inc.

Outlook, Changed To Stable From Positive

Issuer: Springleaf Finance Corporation

Outlook, Changed To Stable From Positive

Issuer: AGFC Capital Trust I

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

The upgrade of the corporate family rating to Ba3 from B1 reflects
a significant progress OneMain Holdings has made in deleveraging,
improving its liquidity profile, and achieving strong profitability
since the acquisition of OneMain Financial Holdings, LLC in
November 2015.

OneMain Holdings met its deleveraging target of debt to adjusted
tangible equity of 7x (equivalent to Moody's definition of tangible
common equity to tangible managed assets of 10%) by year-end 2018
and has announced that it plans to commence capital distributions
in March 2019. At 31 December 2018, OneMain Holdings' debt to
adjusted tangible equity leverage ratio stood at 6.9x, equivalent
to Moody's definition of tangible common equity to tangible managed
assets of 10.9%. With the announced annual dividend of $1.00 per
share, OneMain Holdings' planned annual distributions will amount
to approximately $136 million, which would represent 25% of its
2018 normalized earnings, allowing the company to continue to build
up its capital through earnings retention.

In 2018, OneMain Holdings generated earnings of $447 million.
Adjusted for a one-time, non-cash incentive compensation expense of
$106 million, which was non-tax deductible, its earnings would have
been $553 million, representing a strong return on average assets
of 2.7%. Moody's expects the company to generate return on average
assets of at least 2.5% going forward.

OneMain Holdings has continued to strengthen its liquidity and
funding profile by prepaying and further laddering debt maturities,
as well as by increasing the availability under its credit
facilities and extending their maturities. As of 31 December 2018,
the company had $6 billion of undrawn conduit capacity, underpinned
by approximately $7.6 billion of unencumbered consumer loans.

OneMain Holdings' corporate family rating could be upgraded if the
company: 1) demonstrates consistently strong earnings with an
annual return on assets of at least 2.5%; 2) demonstrates
conservative financial policy, while continuing to build up capital
through earnings retention; and 3) continues to maintain a strong
liquidity profile with ample availability under its warehouse
facilities and balanced debt maturities.

OneMain Holdings' corporate family rating could be downgraded if:
1) its financial performance meaningfully deteriorates, resulting
in financial losses and equity erosion; 2) the company decides to
pursue an aggressive financial policy through capital
distributions; 3) the company increases leverage, which would
reduce its tangible common equity to less than 10% of tangible
managed assets; and 4) demonstrates an increase in risk appetite,
as evidenced by large acquisitions or loosened underwriting
criteria.


OPAL ACQUISITION: Bank Debt Trades at 13% Off
---------------------------------------------
Participations in a syndicated loan under which Opal Acquisition
Inc. is a borrower traded in the secondary market at 87.25
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.48 percentage points from the
previous week. Opal Acquisition pays 525 basis points above LIBOR
to borrow under the $955 million facility. The bank loan matures on
November 1, 2022. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
February 1.




OREGON DENTAL: A.M. Best Puts 'bb' ICR on Review Developing
-----------------------------------------------------------
AM Best has placed under review with developing implications the
Financial Strength Rating (FSR) of B (Fair) and the Long-Term
Issuer Credit Rating (Long-Term ICR) of "bb" of Oregon Dental
Services (ODS). Concurrently, AM Best has placed under review with
developing implications the FSR of B- (Fair) and the Long-Term ICR
of "bb-" of Moda Health Plan, Inc. (Moda Health). Both companies
are domiciled in Portland, OR.

These credit rating actions follow a January 2019 release by the
California Department of Managed Health Care (DMHC) that it is
reviewing Delta Dental of California's plan to purchase
approximately 50% interest in Moda Inc., a subsidiary of ODS and
the parent of Moda Health. The DMHC has stated that there is no
time limit for the review, which is ongoing. Furthermore, these
credit rating actions are based on the uncertain timing of a
decision by the DMHC, as well as AM Best's expectation that the
transaction would have been completed by year-end 2018. The ratings
will remain under review until the transaction concludes, at which
time AM Best will conduct discussions with management regarding the
final terms of the transaction and its impact on capitalization and
flow of funds.


PARKER BUILDING: April 17 Plan Confirmation Hearing
---------------------------------------------------
The Amended Disclosure Statement explaining The Parker Building,
LLC, is approved.

The Court will consider whether to confirm the Plan at a hearing on
April 17, 2019, at 10:00 a.m. The Confirmation Hearing will be held
in Tucson Courtroom 446, at the U.S. Bankruptcy Court, 38 S. Scott
Ave., Tucson, AZ 85701.  The objection must be filed by April 9,
2019.

The Debtor discloses that Except for the Real Property in Tempe,
AZ, the Debtor has no other real estate. The Debtor holds an
account receivable from Parker Foods in the amount of $66,000 which
is believed to be collectible. The Debtor owns equipment with a
value of approximately $65,000. These items are largely fixtures
that are attached to the Real Property. Both the accounts
receivable and the personal property/fixtures are fully encumbered
by WaFed, a secured creditor. The value of the personal property is
based upon the Debtor's opinion of value and best estimates.

The Debtor also discloses that on Jan. 4, 2019, WaFed filed a
motion to dismiss the Debtor's chapter 11 case based upon
allegations that the case was not filed in good faith. The Debtor
disputes these allegations and will respond to the motion to
dismiss at the appropriate time. A hearing on the motion to dismiss
is set for March 13, 2019.

A copy of the Amended Disclosure Statement is available at
https://is.gd/oyAYKo from Pacermonitor.com at no charge.

              About The Parker Building, LLC

The Parker Building, LLC listed its business as Single Asset Real
Estate (as defined in 11 U.S.C. Section 101(51B)).

The Parker Building, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. AZ. Case No. 18-08370) on July 16,
2018.

In the petition signed by Marc Parker, managing member, the Debtor
disclosed between $1 million to $10 million in assets and $1
million to $10 million in liabilities.

Edwin B. Stanley, Esq. at Simbro & Stanley, PLC serves as the
Debtors' counsel.


PHILMAR CARE: Trustee May Use Cash Collateral Through March 12
--------------------------------------------------------------
The Hon. Wayne Johnson of the U.S. Bankruptcy Court for the Central
District of California authorized Howard Ehrenberg, the Chapter 11
trustee for Philmar Care LLC to continue to use cash collateral, on
an interim basis, through and including March 12, 2019, in
accordance with the terms and conditions of the "Order Authorizing
Use of Cash Collateral" entered by the Court on Jan. 2, 2019, for
the purpose of funding the necessary expenses of the Debtor’s
business in the ordinary course of its operations.

The Court shall conduct a continued hearing on March 5, 2019, at
10:00 a.m., to consider approving (i) the relief granted in this
order on a final basis, and (ii) continued use of cash collateral
beyond March 12, 2019.  Any opposition or further response from any
party regarding the use of cash collateral must be filed and served
no later than February 19, and any reply to such opposition must be
filed by no later than February 26.

A full-text copy of the Order is available at

               http://bankrupt.com/misc/cacb18-20286-120.pdf

                       About Philmar Care

Philmar Care, LLC, operates an assisted living facility located at
12260 Foothill Blvd. Sylmar, California.  It provides long-term
skilled nursing care, other types of care, and social services.

Philmar Care sought Chapter 11 protection in the U.S. Bankruptcy
Court for the Central District of California, Riverside Division
(Case No. 18-20286) on Dec. 7, 2018.  

On Dec. 10, 2018, the Debtor filed a second Chapter 11 petition in
the U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division (Case No. 18-12966).  The court
ordered the dismissal of the second case as of Jan. 4, 2019.  

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 4, 2019.  The committee retained Arent
Fox LLP, as its counsel.

Howard M. Ehrenberg was appointed as Chapter 11 trustee for the
Debtor's estate. The trustee tapped SulmeyerKupetz, APC as his
legal counsel.


PHUONG NAM: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
Phuong Nam Vietnamese Restaurant, LLC, requests the U.S. Bankruptcy
Court for the Northern District of New York for authorization to
use cash collateral and for permission to pay prepetition wages.

Over the past few years, in order to maintain the business in times
of decreased sales, the Debtor had entered into various Future
Receivable and Purchase and Sale Agreements with a few different
lenders.  The Debtor believes Green Capital Funding, LLC,
Quicksilver Capital and Wide Merchant Group may assert that
Debtor's deposit accounts, accounts receivable and monies are
subject to their respective security interests.

As of the Filing Date, the approximate balance owing to (a) Green
Capital Funding is $14,225; (b) Quicksilver Capital is $39,600; and
(c) Wide Merchant Group is $16,472.

In addition, tax liens by the Internal Revenue Service, New York
State Department of Taxation and Finance, and Worker's Compensation
Board of the State of New York may also allow those creditors to
assert a claim to Debtor's cash collateral.

The Debtor agrees to a rollover lien to allow all creditors to
maintain whatever security interests they had prepetition.

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

            http://bankrupt.com/misc/nynb19-60132-10.pdf

               About Phuong Nam Vietnamese Restaurant

Phuong Nam Vietnamese Restaurant, LLC, is a casual eatery serving
pho & other traditional Vietnamese dishes, including vegetarian
options in Johnson City, New York.  The company has 9 employees and
its managed by its sole member, Dong Duong.

Phuong Nam Vietnamese Restaurant filed a Chapter 11 petition
(Bankr. N.D.N.Y. Case No. 19-60132) on Jan. 31, 2019, estimating
under $1 million in both assets and liabilities.  The Debtor tapped
Peter Alan Orville, Esq., at Orville & McDonald Law, PC, as its
legal counsel.


PLANDAI BIOTECHNOLOGY: Black Mountain Has 9.7% Stake as of Dec. 31
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Black Mountain Equites, Inc. disclosed that as of Jan.
3, 2018, it beneficially owns 25,526,997 shares of common stock of
Plandai Biotechnology, Inc., which represents 9.70 percent of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/p4MDS9

                          About Plandai

London, England-based Plandai Biotechnology, Inc., together with
its subsidiaries, is a bio-pharmaceutical company that focuses on
the production of proprietary botanical extracts for the
nutraceutical and pharmaceutical industries.  The Company grows the
green tea used in its Phytofare Catechin production a 3,000-hectare
estate it operates under a 49-year notarial lease in the Mpumalanga
province of South Africa.  Plandai uses a proprietary extraction
process that is engineered to yield highly bioavailable products of
pharmaceutical-grade purity. Phytofare Catechin Complex, a
green-tea derived extract, is the first commercial product in the
Phytofare brand and has supporting clinical data supporting its use
in multiple potential wellness applications. The Company's
principle holdings consist of land, farms and infrastructure in
South Africa.

Plandai reported a net loss of $10.07 million for the year ended
June 30, 2015, compared to a net loss of $16.04 million for the
year ended June 30, 2014.  As of March 31, 2016, Plandai had $6.62
million in total assets, $17.1 million in total liabilities, and a
stockholders' deficit of $10.4 million.

Pritchett, Siler & Hardy P.C., in Farmington, Utah, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company suffered a
loss from operations during the years ended June 30, 2015 and 2014,
has yet to establish a reliable, consistent and proven source of
revenue to meet its operating costs on an ongoing basis and
currently does not have sufficient available funding to fully
implement its business plan.  These factors raise substantial doubt
about its ability to continue as a going concern.


PLANDAI BIOTECHNOLOGY: EMA Financial Has 9.9% Stake as of Dec. 31
-----------------------------------------------------------------
In their most recent filing with the Securities and Exchange
Commission, EMA Financial, LLC, EMA Group, LLC, and Felicia Preston
disclosed that as of Dec. 31, 2018, they beneficially own
39,918,870 shares of common stock of Plandai Biotechnology, Inc.

The Reporting Persons' beneficial ownership of 39,918,870 shares of
Common Stock constitutes 9.9% of all the outstanding shares of
Common Stock, based upon 363,302,041 shares of Common Stock
outstanding as of March 31, 2018, as reported by the Issuer in its
most recent Quarterly Report.

EMA Financial, LLC owns a convertible note which is convertible
into shares of Common Stock pursuant to the terms of the Note,
which conversions is limited pursuant to the Ownership Limitation.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, as amended, because the number of shares of Common Stock into
which the Notes are convertible is limited, pursuant to the terms
of such instruments, to that number of shares of Common Stock which
would result in the Reporting Persons having beneficial ownership
of 9.9% of the total issued and outstanding shares of Common Stock,
the Reporting Persons disclaim beneficial ownership of any and all
shares of Common Stock that would cause any Reporting Person's
beneficial ownership to exceed the Ownership Limitation.

EMA Group, LLC is the investment manager of EMA Financial, LLC, and
Felicia Preston is the managing member of EMA Group. Therefore,
each of EMA Group and Preston may be deemed to have voting and
investment power over the securities.  Each of EMA Group and
Preston expressly disclaims any equitable or beneficial ownership
of those securities.
                    
A full-text copy of the Schedule 13G/A is available for free at:

                       https://is.gd/GD5YxS

                           About Plandai

London, England-based Plandai Biotechnology, Inc., together with
its subsidiaries, is a bio-pharmaceutical company that focuses on
the production of proprietary botanical extracts for the
nutraceutical and pharmaceutical industries.  The Company grows the
green tea used in its Phytofare Catechin production a 3,000-hectare
estate it operates under a 49-year notarial lease in the Mpumalanga
province of South Africa.  Plandai uses a proprietary extraction
process that is engineered to yield highly bioavailable products of
pharmaceutical-grade purity. Phytofare Catechin Complex, a
green-tea derived extract, is the first commercial product in the
Phytofare brand and has supporting clinical data supporting its use
in multiple potential wellness applications.  The Company's
principle holdings consist of land, farms and infrastructure in
South Africa.

Plandai reported a net loss of $10.07 million for the year ended
June 30, 2015, compared to a net loss of $16.04 million for the
year ended June 30, 2014.  As of March 31, 2016, Plandai had $6.62
million in total assets, $17.1 million in total liabilities, and a
stockholders' deficit of $10.4 million.

Pritchett, Siler & Hardy P.C., in Farmington, Utah, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company suffered a
loss from operations during the years ended June 30, 2015 and 2014,
has yet to establish a reliable, consistent and proven source of
revenue to meet its operating costs on an ongoing basis and
currently does not have sufficient available funding to fully
implement its business plan.  These factors raise substantial doubt
about its ability to continue as a going concern.


PRESSURE BIOSCIENCES: Chief Financial Officer Resigns
-----------------------------------------------------
Mr. Joseph L. Damasio Jr., vice president of finance and chief
financial officer of Pressure BioSciences, Inc. has informed the
Company that he was resigning as CFO effective Feb. 22, 2019.

On Feb. 13, 2019, the Company appointed Mr. Richard P. Thomley as
the Company's acting chief financial officer.

Mr. Thomley, age 67, was the Company's Acting CFO from September
2013 through Nov. 6, 2015 and was an independent financial
consultant to the Company from March 2013 through September 2013.
Prior to March 2013, Mr. Thomley was the director of finance of
Kiva Systems, Inc. from June 2007 until January 2012.  Mr. Thomley
was the chief accounting officer at Spire Corp. from January to
June 2007.  Mr. Thomley served as the corporate controller for
Implant Sciences, Inc. from November 2004 until January 2007.  Mr.
Thomley was chief financial officer at SynQor, Inc. from July 2000
to November 2004.  Mr. Thomley has also held senior management
positions in finance at Genesis Technical and Financial, Catamount
Manufacturing, Inc., ChemDesign Corp., and Ansul Fire Protection
Co.  He has over 30 years of experience in U.S. GAAP accounting,
internal management, financial reporting and analysis, and SEC
reporting.  Mr. Thomley is a Certified Public Accountant.

There are no family relationships between Mr. Thomley and any other
executive officer or member of the board of directors of the
Company.  The Company does not have a written employment agreement
with Mr. Thomley, however, the Company has orally agreed to pay Mr.
Thomley $100 per hour for his services.  Mr. Thomley is expected to
devote approximately 50 hours per month to oversee the Company's
financial and administrative operations.

On Feb. 14, 2019, the Company filed with the Secretary of the
Commonwealth of the Commonwealth of Massachusetts Articles of
Amendment to the Company's Restated Articles of Organization, as
amended, an amended designation of shares of the Series AA
Convertible Preferred Stock.  With the exception of one provision,
the Certificate of Designation filed on Feb. 14, 2019 is identical
to the one filed on May 1, 2018.  The Certificate of Designation
filed on Feb. 14, 2019 deletes the words "on the original Issue
Date of this Warrant" from the definition of Exempt Issuance in
Section 5(h) and replaces them with the words "on May 1, 2018."

                    About Pressure Biosciences

South Easton, Massachusetts-based Pressure BioSciences --
http://www.pressurebiosciences.com/-- is engaged in the
development and sale of innovative, broadly enabling,
pressure-based solutions for the worldwide life sciences industry.
The Company's products are based on the unique properties of both
constant (i.e., static) and alternating (i.e., pressure cycling
technology) hydrostatic pressure. PCT is a patented enabling
technology platform that uses alternating cycles of hydrostatic
pressure between ambient and ultra-high levels to safely and
reproducibly control bio-molecular interactions.

Pressure Biosciences incurred a net loss of $10.71 million in 2017
compared to a net loss of $2.70 million in 2016.  As of Sept. 30,
2018, the Company had $2.25 million in total assets, $7.47 million
in total liabilities, and a total stockholders' deficit of $5.21
million.

In their report dated April 2, 2018 with respect to the Company's
consolidated financial statements for the years ended Dec. 31,
2017, MaloneBailey, LLP, in Houston, Texas, the Company's
independent registered public accounting firm since 2015, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The auditors stated that the Company has a working
capital deficit, has incurred recurring net losses and negative
cash flows from operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


PROSPECT MEDICAL: Moody's Puts B2 CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed on review for downgrade all of
Prospect Medical Holdings, Inc.'s ratings, including its B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
B1 senior secured first lien term loan rating.

The review for downgrade reflects the recent spike in Prospect's
financial leverage and the company's weakened liquidity profile.
Moody's review process will focus on how these factors will evolve
over the near and intermediate term.

Prospect's debt to EBITDA as per its bank compliance calculation
increased to nearly 7.0 times for the 12-month period ended
September 30, 2018, up from 4.1 times for the 12-month period ended
June 30, 2018. While the drop in EBITDA for the September period
may be temporary, the company has failed to deleverage in-line with
Moody's expectations at the time of the debt-funded sponsor
dividend in early 2018. Deleveraging has been challenged by a
combination of weak operating performance at certain previously
acquired facilities and longer-than-expected delays to receive
California Quality Assurance Fee (QAF) reimbursement payments.
Management now expects to receive its first QAF 5 payment,
approximately $83 million, in May 2019. At current leverage levels,
QAF payments must be used to repay term loan borrowings. As a
result, even when QAF payments are received, they will not be a
source of ongoing liquidity for the company.

Prospect exited its fiscal year ending September 30, 2018 with
roughly $8 million of unrestricted cash and $41 million of
availability on its ABL facility (unrated), thereby limiting
financial flexibility. Further, Prospect's sponsor provided the
company with a $40 million cash infusion on January 25, 2019. Given
the demonstrated volatility in the company's cash flows, this level
of liquidity may not be sufficient.

Ratings placed on review for downgrade:

Prospect Medical Holdings, Inc.

Corporate Family Rating currently at B2, placed on review for
downgrade

Probability of Default Rating currently at B2-PD, placed on review
for downgrade

Senior secured first lien term loan due 2024 currently at B1 (LGD
3), placed on review for downgrade

The rating outlook, previously stable, is on review.

RATINGS RATIONALE

Excluding the ongoing rating review process, Prospect's B2
Corporate Family Rating reflects the company's high financial
leverage and shareholder friendly financial policies. The rating is
also constrained by the company's high concentration of revenue and
earnings in only a few markets, and significant reliance on
Medicaid programs, in particular in California and Pennsylvania.
Moody's believes there is longer-term risk to relying heavily on
state Medicaid programs due to state and federal budget
constraints. Further, Moody's believes that hospital industry-wide
challenges to growth and margin expansion, including weak patient
volume trends and increasing cost pressures, will constrain organic
earnings and cash flow growth going forward. The B2 is supported by
Prospect's good scale with more than $3 billion of net revenue.
Prospect also benefits from strong competitive positions in its
markets. It typically operates low-cost community hospitals and
offers other healthcare services in its markets. As a result, it is
able to manage integrated patient care profitably even for patients
covered by Medicaid, which typically pays hospitals the lowest
rates.

Headquartered in Los Angeles, California, Prospect Medical
Holdings, Inc. provides health care services through a network of
acute care and behavioral hospitals. Through its Medical Group
business unit, the company provides administrative management of
health care services to independent physician organizations that
cover members through a network of primary care doctors and
specialists. Prospect generates revenues of approximately $3.2
billion. The company is owned by certain funds of private equity
firm Leonard Green & Partners L.P. and members of the company's
management team.


QUOTIENT LIMITED: Clearbridge Has 3.68% Stake as of Dec. 31
-----------------------------------------------------------
Clearbridge, LLC disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 2,389,326 shares of common stock of Quotient
Limited, which represents 3.68 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/0Zmcfd

                      About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.  As of Dec. 31, 2018, the Company had
$190.76 million in total assets, $166.11 million in total
liabilities, and $24.65 million in total shareholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


QUOTIENT LIMITED: Cormorant Asset Owns 7.3% of Ordinary Shares
--------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of
ordinary shares of Quotient Limited as of Dec. 31, 2018:

                                     Amount     Percent
                                  Beneficially    of
  Reporting Person                    Owned      Class
  ----------------                ------------  -------
Cormorant Global Healthcare        4,350,842     6.71%
Master Fund, LP

Cormorant Global                   4,350,842     6.71%
Healthcare GP, LLC

Cormorant Asset Management, LP     4,762,772     7.34%

Bihua Chen                         4,762,772     7.34%

Cormorant Global Healthcare GP, LLC serves as the general partner
of the Fund, and Cormorant Asset Management, LP serves as the
investment manager to both the Fund and the Account.  Bihua Chen
serves as the managing member of Cormorant Global Healthcare GP,
LLC and of the general partner of Cormorant Asset Management, LP.
Each of the Reporting Persons disclaims beneficial ownership of the
shares reported except to the extent of its or his pecuniary
interest.  The percentage calculations are based upon (i)
statements in the Issuer's prospectus supplement dated Dec. 6,
2018, as filed with the Securities and Exchange Commission on Dec.
7, 2018, indicating that there would be 64,844,888 Ordinary Shares
outstanding as of Dec. 11, 2018 upon the closing of the issuer's
public offering of Ordinary Shares if the underwriters thereof
exercised their overallotment option in full and (ii) statements in
a press release of the Issuer, dated Dec. 11, 2018, indicating that
such offering closed on Dec. 11, 2018 and that such underwriters
did exercise their overallotment option in full.

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

                       https://is.gd/hwz6K1

                      About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.  As of Dec. 31, 2018, the Company had
$190.76 million in total assets, $166.11 million in total
liabilities, and $24.65 million in total shareholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


QUOTIENT LIMITED: Highbridge Capital Has 4.6% Stake as of Dec. 31
-----------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, 1992 MSF International Ltd. disclosed that as of Dec.
31, 2018, it may be deemed to beneficially own 1,119,235 Ordinary
Shares of Quotient Limited, which represents 1.73 percent of the
shares outstanding.  Highbridge Capital Management, LLC, as the
trading manager of 1992 MSF International Ltd., 1992 Tactical
Credit Master Fund, L.P. and Highbridge SCF Special Situations SPV,
L.P., may be deemed to be the beneficial owner of 3,003,433
Ordinary Shares held by the Highbridge Funds, which represents
4.63% of the Ordinary Shares outstanding.  A full-text copy of the
regulatory filing is available for free at https://is.gd/ED4WH6

                     About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.  As of Dec. 31, 2018, the Company had
$190.76 million in total assets, $166.11 million in total
liabilities, and $24.65 million in total shareholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


QUOTIENT LIMITED: Perceptive Life Owns 17% of Ordinary Shares
-------------------------------------------------------------
Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life
Sciences Master Fund, Ltd. disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Dec. 31, 2018,
they beneficially own 10,789,054 Ordinary Shares, nil par value, of
Quotient Limited, which represents 17 percent of the shares
outstanding.  

The Master Fund directly holds 10,789,054 Ordinary Shares.
Perceptive Advisors serves as the investment manager to the Master
Fund and may be deemed to beneficially own the securities directly
held by the Master Fund.  Mr. Edelman is the managing member of
Perceptive Advisors and may be deemed to beneficially own the
securities directly held by the Master Fund.

Perceptive Advisors is a Delaware limited liability company.  Mr.
Edelman is a United States citizen.  The Master Fund is a Cayman
Islands corporation.  

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

                      https://is.gd/qv452Y

                     About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.  As of Dec. 31, 2018, the Company had
$190.76 million in total assets, $166.11 million in total
liabilities, and $24.65 million in total shareholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


QUOTIENT LIMITED: Polar Capital Has 8.9% Stake as of Dec. 31
------------------------------------------------------------
Polar Capital LLP disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 5,796,063 Ordinary Shares, nil par value, of
Quotient Limited, which represents 8.94 percent of the shares
outstanding.  A full-text copy of the Schedule 13G/A is available
for free at https://is.gd/hbphDq

                    About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.  As of Dec. 31, 2018, the Company had
$190.76 million in total assets, $166.11 million in total
liabilities, and $24.65 million in total shareholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


REDIGI INC: Unsecureds to Get $1MM Plus 2% Over 5 Years
-------------------------------------------------------
ReDigi, Inc., filed a plan of reorganization under Section 1121(a)
of the Bankruptcy Code.

Class 3. Allowed General Unsecured Claims. In full satisfaction,
settlement, release, extinguishment and discharge of such Claims,
the holders of the Allowed General Unsecured Claims shall receive
from the Reorganized Debtor, beginning on the Effective Date, on a
pro rata basis, a total of $1,000,000, plus interest at 2% per
anum, paid over five years.  

Class 1. Allowed Secured Claim of Nutter, McLennen & Fish, LLP, are
impaired. In full satisfaction, settlement, release, extinguishment
and discharge of such Claim, the holder of the Allowed Secured
Claim of Nutter, McLennen & Fish, LLP shall receive from the
Reorganized Debtor, beginning on the Effective Date, the principal
sum of $629,805.40, plus interest at 2% per anum, paid as follows:
(a) interest-only monthly payments of $1,049,68 for the first
twenty-four months following the Effective Date; and (b) principal
and interest monthly payments of $18,039.25 for the following
thirty-six months.

Class 4. Allowed Equity Interests.  On the Effective Date, all
Allowed Equity Interests in the Debtor, including common stock,
preferred stock, convertible instruments, warrants, and, shall be
deemed canceled and extinguished, and shall be of no further force
and effect, whether surrendered for cancellation or otherwise.

A full-text copy of the Disclosure Statement dated January 31,
2019, is available at https://tinyurl.com/y43uxwq2 from
PacerMonitor.com at no charge.

                 About ReDigi Inc.

ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on August 3, 2016.  The petition was signed by John Mark
Ossenmacher, CEO.  At the time of the filing, the Debtor had $250
in total assets and $6,590,000 in total liabilities.

The Debtor employed Shraiberg, Landau & Page, P.A. as bankruptcy
counsel, and Baker & Hostetler LLP as special counsel.

No official committee of unsecured creditors has been appointed.

On May 26, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


RESOLUTE ENERGY: Wellington Entities Have 9.6% Stake as of Dec. 31
------------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Wellington Management Group LLP, Wellington Group
Holdings LLP, and Wellington Investment Advisors Holdings LLP
disclosed that as of Dec. 31, 2018, they beneficially own 2,219,873
shares of common stock of Resolute Energy Corp., which represents
9.58% of the shares outstanding.  Wellington Management Company LLP
also reported beneficial ownership of 2,202,533 Common Shares.  

The securities as to which this Schedule is filed by Wellington
Management Group LLP, as parent holding company of certain holding
companies and the Wellington Investment Advisers, are owned of
record by clients of the Wellington Investment Advisers. Wellington
Investment Advisors Holdings LLP controls directly, or indirectly
through Wellington Management Global Holdings, Ltd., the Wellington
Investment Advisers.  Wellington Investment Advisors Holdings LLP
is owned by Wellington Group Holdings LLP. Wellington Group
Holdings LLP is owned by Wellington Management Group LLP.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/XI8NiT

                    About Resolute Energy

Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.

Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016.  As of Sept. 30, 2018, the
Company had $897.8 million in total assets, $992.6 million in total
liabilities and a total stockholders' deficit of $94.84 million.


ROCKPOINT GAS: Fitch Affirms 'B-' LT IDR & Changes Outlook to Pos.
------------------------------------------------------------------
Fitch has affirmed Rockpoint Gas Storage Partners LP's (ROCGAS)
Long-Term Issuer Default Rating (IDR) at 'B-'. Furthermore, Fitch
has affirmed Rockpoint Gas Storage Canada Ltd.'s IDR at 'B-' and
the 2023 Senior Secured Notes (the Notes) at 'B'/'RR3', which
reflects Fitch's expectations for above average recovery (50% to
70%) in the event of default. Additionally, the Outlook has been
revised to Positive from Stable for both entities.

The Positive Outlook is based on certain factors that have improved
since the Notes were issued in 2018. Those factors are (i) the
receipt of the California Public Utility Commission's approval to
include guarantees from entities related to the storage facilities
Wild Goose and Lodi, (ii) an improved view of leverage expected for
fiscal years ending March 31, 2019 and March 31, 2020, and (iii)
the recent strength in observed time-spreads in the Alberta market.
Slightly offsetting these positive factors is the evolution of the
company's long-term contract portfolio. This portfolio has
decreased (compared to prior expectations for an increase). ROCGAS
has executed well with its optimization strategy to offset contract
expirations.

KEY RATING DRIVERS

North American Natural Gas Storage Values: Natural gas storage in
the United States and Canada is an essential service as relatively
flat production throughout the year is contrasted against
significantly increased use in winter months (to heat residential
homes). This market dynamic drives the spreads (winter less summer)
that drive ROCGAS business. The company's direct spread risk occurs
only when uncontracted capacity is filled with company-purchased
gas for its own account (which is immediately sold forward to lock
in margin). However, ROCGAS lacks a portfolio of long-lived
contracts so is regularly exposed to re-contracting risk. This risk
is directly related to where natural gas time spreads are and are
expected to be. Regional market and non-market factors have caused
these spreads to remain depressed across North America for much of
the past few years (with LTM AECO spreads being the outlier)
causing the company to sign shorter than normal contracts. Given
the above, Fitch views the absolute level of winter to summer
natural gas prices over the forecast period as one of the main
external drivers for expectations for ROCGAS.

Role of LNG Exports Remain Unclear: LNG exports will be an
important part of the future for the U.S. and Canadian natural gas
market. Recently, the consortium that is developing LNG Canada
declared a positive Final Investment Decision. The second wave of
U.S. LNG construction is launched, with the announcement this month
by the Golden Pass joint venture that construction would begin this
quarter. At the current time, the mostly-completed first wave of
U.S. LNG plants are showing baseload operations. It would be
preferable for storage companies like ROCGAS if export operations
showed a winter-peaking profile. Given increasing natural gas
production in the U.S. and Canada, producers may schedule a
disproportionate amount of their completions just before the winter
and summer peaks of gas consumption, thereby putting downward
pressure on the rates that storage operators are able to charge.
Based on LNG practices seen thus far, and the long-running trend of
increasing North American natural gas production, Fitch believes it
is unlikely that storage spread run-rates return to the levels seen
in the 2003-2012 period. ROCGAS competes against more diversified
and larger companies that operate storage businesses. ROCGAS is
more leveraged than most of these peers. ROCGAS is more exposed
than the average storage operator with respect to an evolution of
LNG exports that is adverse to the storage sector.

Contracted Capacity: The company's strategy is to have a blend of
long-term take-or-pay, short-term take-or-pay, and matched-booked
proprietary storage positions (which ROCGAS calls "optimization").
Management has set targets for contracted capacity; however, the
recent trend of lowered natural gas storage values across North
America has caused decreased contracted utilization rates. Fitch
views management's ability to both successfully re-contract where
appropriate and replace lost contracted dollars with optimization
revenue central to the internally-driven aspect of the ROCGAS
story.

Sponsor Support: Brookfield Asset Management Inc. (BAM) controls
ROCGAS. BAM invests in multiple real asset classes, with CAD330
billion of assets under management worldwide. The company has
demonstrated a patient approach to developing and capitalizing
slowly emerging trends, most recently with NGPL PipeCo, LLC. (NR).
BAM has also caused ownership to be supportive, with approximately
USD400 million of third-party senior debt bought out by ROCGAS'
owner, and converted to PIK subordinated debt.

Guarantees: The subsidiary Rockpoint Gas Storage Canada Ltd. is
stronger than parent ROCGAS, as Rockpoint Gas Storage Canada Ltd.
is closer to the biggest block of operating assets, the Alberta
storage properties. The package of guarantees equalizes the
ratings. The package breaks down as follows. Each of the Bond
Issuer, ROCGAS and certain of their subsidiaries (where certain
operating assets are held) guarantee either or both the Notes and
the ABL. Additionally, the ABL and the Notes are guaranteed by the
Brookfield subsidiary that controls the Lodi operating assets. This
entity is an affiliate of ROCGAS, yet is not a subsidiary of
ROCGAS. The package of guarantees that existed at the closing of
the Notes issuance was increased to include the California assets
(Lodi and Wild Goose) in October 2018 after approval by the
California Public Utility Commission. For completeness, Fitch notes
that a Brookfield entity that holds the joint venture stake in Tres
Palacios is also a guarantor; this entity is an affiliate of
ROCGAS, yet is not a subsidiary of ROCGAS.

DERIVATION SUMMARY

ROCGAS's best comparable is Zenith Energy U.S. Logistics Holdings,
LLC (Zenith; IDR B). Zenith is a small storage company focused on
crude oil. Zenith makes less EBITDA than ROCGAS. Leverage at Zenith
has deteriorated relative to ROCGAS run-rate over the past 12
months, with Zenith's FY18 leverage expected in the 6.0x-6.3x. For
fiscal year ending March 31, 2019, Fitch expects ROCGAS debt to
adjusted EBITDA to be approximately 5.0x, with a similar value
expected for fiscal year ending March 31, 2020. While the one-year
forecast leverage for Zenith is higher than ROCGAS, Zenith has less
operating risk and better revenue assurance (longer contract
terms), and so its IDR is set one level higher than ROCGAS.

TransMontaigne Partners L.P. (TransMontaigne) is a terminaling
company operating in 20 U.S. states. Like Zenith, TransMontaigne is
focused on refined products (versus gas storage at ROCGAS);
however, TransMontaige has a meaningfully higher 94% of revenue
coming from fee-based contracts (60% of which have a term remaining
of three or more years). TransMontaigne has EBITDA that is slightly
larger than ROCGAS. TranisMontaigne's projected leverage is in the
mid-4x area. TransMontaigne has an IDR of 'BB'.

Amerigas L.P. is a retail business, whereas ROCGAS, like most
midstream companies, operates at the wholesale level of the
commercial chain. A similarity to ROCGAS is that Amerigas's
business does have a strong seasonal component to it and is heavily
influenced by the weather in its peak season. Amerigas is much
bigger than ROCGAS and its leverage is projected to be in the 4.0x
to 4.5x range. Amerigas has an IDR of 'BB'.

Boardwalk Pipelines, L.P. (BWP) is a large and diversified entity
that serves utility customers like ROCGAS does. While BWP owns and
operates nine salt-dome NGL storage caverns and 14 underground
natural gas storage facilities with an aggregate capacity of 208
billion cubic feet, its bigger natural gas-related activity is
interstate natural gas pipelines, where fundamentals are better
than in the natural gas storage business. Boardwalk has an IDR of
'BBB'.

KEY ASSUMPTIONS

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

  - Optimization revenue and new contract revenue both reflect on a
near-term basis time-spreads that have prevailed in the recent
past, with some moderate improvement in the later years of the
forecast;

  - The absolute level of Alberta prices, which is a driver of
asset-based credit facility usage, reflects a continued large
discount to NYMEX Henry Hub prices in the medium-term. In turn, the
Henry Hub prices reflect the Fitch price deck, e.g., USD3.00/MMBtu
in calendar years 2020-2021;

  - Performance under existing contracts with third-parties
produces the cash flows management forecasts;

  - Capex consistent with management forecasts of approximately
USD11 million-USD13 million per year (minimal growth spending);

  - Brookfield Asset Management Inc. continues to cause its
subsidiary to provide a USD100 million unsecured revolving credit
facility for ROCGAS's liquidity;

  - All BAM-held (or BAM-affiliate-held) debt at ROCGAS or
Rockpoint Gas Storage Canada Ltd. remains subordinated.

RATING SENSITIVITIES

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

  - An increase in the percentage of space tied to contracts with
three years or more of life left to run;

  - Total debt to adjusted EBITDA expected to be 5.5x or less on a
sustained basis.

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

  - Fitch would seek to stabilize the Outlook should total debt to
adjusted EBITDA be higher than Fitch expectations, or the
percentage of space tied to multi-year contracts under-run current
expectations;

  - Expected or actual fiscal year with total debt to adjusted
EBITDA above 7.5x and/or Adjusted EBITDA Interest coverage below
1.5x;

  - A future decrease in the percentage of space tied to multi-year
contracts;

  - Change in the way the company structures new debt issuances
(such as without full guarantees, or debt at affiliates);

  - Change in terms regarding Brookfield debt instruments that are
adverse to third-party senior creditors.

LIQUIDITY

ROCGAS has adequate liquidity stemming from a Sept. 30, 2018 cash
balance of just under USD12 million. The company has availability
under its secured revolving credit facilities of USD90million and
an unutilized USD100 million unsecured revolver with Brookfield
(Brookfield Revolver). Collectively, the company has USD204million
of available liquidity as of Nov. 8, 2018.

The company has the option to defer or pay interest in kind on its
USD100 million unsecured revolving credit facility (as well as
certain promissory notes held by BAM). Additionally, the company's
earliest debt maturity occurs in December 2021 (which is the
expiration date of its senior secured asset-based credit facility).
The company issued USD400 million in senior secured notes in
February 2018 that are not due until March 2023. Lastly, the
company has USD400 million in outstanding subordinated unsecured
promissory notes (called the Swan Notes), which were accounted for
at Brookfield's transacted cost of USD0 and bear no interest.

The company utilizes its credit facilities largely to purchase
natural gas inventory in the summer months to be sold at higher
prices in the winter months. Given that ROCGAS hedges those open
positions immediately with future/forward contracts this strategy
of using short-term debt instruments appears appropriate.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Rockpoint Gas Storage Canada Ltd.

  - Long-term IDR at 'B-';

  - Senior secured notes due 2023 at 'B'/'RR3'.

Rockpoint Gas Storage Partners LP

  - Long-term IDR at 'B-'.

The Rating Outlook has been revised to Positive from Stable.


SALSGIVER TELECOM: Whiteford Taylor Responds to Plan Disclosures
----------------------------------------------------------------
Whiteford, Taylor & Preston, LLP, filed a response to the
Disclosure Statement explaining the Chapter 11 Plan filed by
Salsgiver Telecom, Inc.

SalTel filed its Plan and related Disclosure Statement identifying
Whiteford as the holder of an administrative claim in the estimated
amount of $10,000.00.

Whiteford says it is in the process of reviewing its past bills and
discounting for certain services rendered.

Whiteford does not object to the approval of the Disclosure
Statement.

Whiteford may be reached at:

     Michael J. Roeschenthaler, Esq.
     Daniel R. Schimizzi, Esq.
     Kelly E. McCauley, Esq.
     WHITEFORD, TAYLOR & PRESTON, LLP
     200 First Avenue, Third Floor
     Pittsburgh, PA 15222
     Tel: 412-275-2401
     Fax: 412-275-2404
     Email: dschimizzi@wtplaw.com

                        About Salsgiver Inc.

Based in Freeport, Pennsylvania, Salsgiver Inc. --
http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a
wired telecommunications carrier offering internet, phone and video
services to residential and business clients.  The company also
provides telecom services.

Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver
Communications, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and
18-20806) on March 2, 2018.

In their petitions signed by Loren M. Salsgiver, president, the
Debtors estimated assets of less than $50,000.  Salsgiver disclosed
$1 million to $10 million in liabilities.  Salsgiver Telecom
estimated less than $500,000 in liabilities while Salsgiver
Communications estimated less than $50,000 in liabilities.  

Judge Jeffery A. Deller presides over the bankruptcy case of
Salsgiver Telecom.  The two other cases have been assigned to Judge
Thomas P. Agresti.


SAS HEALTHCARE: Seeks Authorization to Use Cash Collateral
----------------------------------------------------------
SAS Healthcare, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of Texas to use
cash collateral.

While the Debtors' operations have largely ceased, the Debtors
continue to incur expenses associated with the management of their
ongoing remaining operations, the collection of receivables, the
protection and maintenance of their real property, and the
administration of the Debtors' marketing and sale process during
the course of these Chapter 11 Cases.

As of Jan. 30, 2019, the Debtors' combined secured debt
obligations, including accrued interest, totaled approximately
$18,533,443. The Debtors' significant funded debt obligations
include:

      (a) A term loan with Ciera Bank in the original principal
amount of $8,250,000, secured by the real property comprising the
Dallas Facility and a blanket lien on all of the assets of SAS and
RCR Dallas;

      (b) A revolving line of credit with Ciera Bank with a
$500,000 credit limit, secured by the real property comprising the
Dallas Facility and a blanket lien on the assets of SAS and RCR
Dallas;

      (c) A term loan with Southside Bank, as successor in interest
to OmniAmerican Bank, in the original principal amount of
$4,366,849, secured by the real and personal property comprising
the Arlington Facility.;

      (d) A construction loan with Southside Bank, as successor in
interest to OmniAmerican Bank, in the original principal amount of
$5,576,763, primarily secured by the real and personal property
comprising the Arlington Facility;

      (e) A secured loan with Southside Bank in the original
principal amount of $850,000, secured by the real and personal
property comprising the Fort Worth Facility;

      (f) A second lien secured note with REP Perimeter Holdings,
LLC, in the original principal amount of $400,000, secured by a
second lien in all of the Debtors' previously encumbered property
and a first lien in any of the Debtors' remaining unencumbered
property.

      (g) A subordinated secured note with the Debtors' owners, in
the original principal amount of $1,325,000, secured by a junior
lien in all of the assets of the Debtors.

The Secured Parties each assert liens on the cash collateral of the
Debtors. As adequate protection for such Debtors' use of the cash
collateral, the Debtors are proposing to provide the foregoing
Secured Parties with valid and automatically perfected replacement
liens and security interests in all accounts, specifically
including all cash proceeds arising from such accounts and accounts
receivable acquired by the Debtors after the Petition Date, in the
same nature, extent, priority, and validity that such liens, if
any, existed on the Petition Date to the extent of any diminution
in value of such lenders' pre-Petition Date security interests in
the Debtors' prepetition property, if any.

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

            http://bankrupt.com/misc/txnb19-40401-13.pdf

                      About SAS Healthcare

SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/
-- collectively own three mental health facilities in the
Dallas/Forth Worth area.  Due to a decline in patient census and
the resulting decline in revenues, which resulted in large part
from the investigation by the Tarrant County District Attorney and
subsequent indictments, SAS ceased operating the medical facilities
and ceased accepting new patients as of Dec. 21, 2018.

SAS Healthcare and three subsidiaries sought Chapter 11 protection
(Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019.

SAS Healthcare estimated assets of $1 million to $10 million and
liabilities of the same range.

The Hon. Mark X. Mullin is the case judge.

The Debtors tapped Haynes and Boone, LLP as counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Omni Management Group,
as claims and noticing agent.


SIT-CO LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sit-Co, LLC
          dba SIT-CO, LLC
        4631 O'Hara Drive
        Evansville, IN 47711

Business Description: Sit-Co, LLC is a multifaceted company
                      providing solutions for businesses.  Since
                      2004, the Company has built a wireless
                      network covering eight counties in Southern
                      Indiana.  In 2008, the Company build a state
                      of the art data center offering co-location,
                      private cloud, disaster recovery, and data
                      backup services.  In 2010, the Company
                      deployed a business VOIP system providing
                      phone service in 22 states.  Its latest
                      venture is the construction of Enterprise
                      and FTTH networks throughout the tri-state
                      area.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Southern District of Indiana (Evansville)

Case No.: 19-70172

Judge: Hon. Basil H. Lorch III

Debtor's Counsel: Sandra D. Freeburger, Esq.
                  DEITZ, SHIELDS & FREEBURGER, LLP
                  101 First St., 2nd Fl (42420)
                  P O Box 21
                  Henderson, KY 42419-0021
                  Tel: 270-830-0830
                  Fax: 270-830-9115  
                  E-mail: sfreeburger@dsf-atty.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas D. Kolb, member.

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/insb19-70172.pdf


SKILLSOFT CORP: Bank Debt Trades at 19% Off
-------------------------------------------
Participations in a syndicated loan under which Skillsoft
Corporation is a borrower traded in the secondary market at 81.13
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.82 percentage points from the
previous week. Skillsoft Corporation pays 475 basis points above
LIBOR to borrow under the $465 million facility. The bank loan
matures on April 28, 2021. Moody's rates the loan 'B3' and Standard
& Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


STEARNS HOLDINGS: Moody's Cuts CFR & Sr. Secured Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service has downgraded Stearns Holdings, LLC's
corporate family rating and its senior secured rating to Caa1 from
B2. The rating actions was driven by Stearns' deteriorating
financial performance. The ratings outlook remains negative.

RATING RATIONALE

The rating action was driven by Stearns' deteriorating financial
performance as reflected in the company's declining profitability
and eroding capital level, as well as its debt maturity profile.
Stearns is facing material refinancing risk as its senior secured
notes totaling $188.7 million mature in August 2020, and the
company has a low level of tangible assets available to support the
notes. The company's decline in tangible assets was the result of
the sale of the vast majority all of its mortgage servicing rights
(MSRs). Stearns used the proceeds from the sale to pay down its
senior secured notes by $60 million in May 2018, leaving a $188.7
million balance, as well as to acquire majority equity interest in
two small, retail originators, investments in assets that are less
liquid than the MSRs that were backing its senior secured notes.

The ratings also are constrained by Stearns' weak profitability due
to low origination volumes, depressed gain on sale margins, as well
as limited franchise positioning in the highly competitive
residential mortgage originations market. The ratings also take
into account the firm's confined financial flexibility due to
reliance on short-term secured bank warehouse facilities, a funding
model that is susceptible to periods of illiquidity, and its high
level of encumbered assets.

Finally, the firm's capitalization has continued to erode due to
losses, as evidenced by its 6.6% tangible common equity to tangible
managed assets (TCE/TMA), which has declined from 13.9% as of Q1
2017.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Given the negative ratings outlook, a ratings upgrade is unlikely
over the next 12-18 months. However, the outlook could be changed
to stable and the ratings could be upgraded if the company makes
significant progress in refinancing or extending its senior secured
notes.

Negative ratings pressure could develop if the company utilizes a
significant portion of the MSR sale proceeds for any purpose other
than to redeem its senior secured notes or if liquidity and
available warehouse funding facilities materially decline.


STONEMOR PARTNERS: Incurs $17.2 Million Net Loss in Third Quarter
-----------------------------------------------------------------
StoneMor Partners L.P. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $17.22 million on $73.18 million of total revenues for the three
months ended Sept. 30, 2018, compared to a net loss of $9.57
million on $84.03 million of total revenues for the three months
ended Sept. 30, 2017.

For the nine months ended Sept. 30, 2018, the Partnership reported
a net loss of $52.16 million on $232.7 million of total revenues
compared to a net loss of $29.71 million on $252.9 million of total
revenues for the same period in 2017.

As of Sept. 30, 2018, StoneMor had $1.72 billion in total assets,
$1.71 billion in total liabilities, and $13.46 million in total
partners' capital.

During 2017 and to date in 2018, the Partnership has implemented
(and will continue to implement) various actions to improve
profitability and cash flows to fund operations.  A summary of
these actions is as follows:

   * Continue to manage recurring operating expenses and seek to
     limit non-recurring operating expenses over the next twelve-
     month period, which includes the January 2019 Restructuring
     actions;

   * Complete sales of certain assets and businesses to provide
     supplemental liquidity; and

   * The Partnership was not in compliance with certain of its
     amended credit facility covenants as of Dec. 31, 2017, March
     31, 2018, June 30, 2018, Sept. 30, 2018 and Dec. 31, 2018.
     These failures constituted defaults that the lenders agreed
     to waive pursuant to the Sixth Amendment and Waiver, the
     Seventh Amendment and Waiver and the Eighth Amendment and
     Waiver to the Partnership's credit facility on June 12, 2018,
     July 13, 2018 and Feb. 4, 2019, respectively.  Moreover,
     based on the Partnership's forecasted operating performance,
     cash flows and projected plans to file financial statements
     on a timely basis consistent with the debt covenants, the
     Partnership does not believe it is probable that the
     Partnership will further breach the covenants under its
     amended credit facility for the next twelve-month period.
     However, there is no certainty that the Partnership's actual
     operating performance and cash flows will not be
     substantially different from forecasted results, and no
     certainty the Partnership will not need further amendments to
     its credit facility in the future.  Factors that could impact
     the significant assumptions used by the Partnership in
     assessing its ability to satisfy its financial covenants
     include the following:

       - operating performance not meeting reasonably expected
         forecasts;

       - failing to generate profitable sales;

       - investments in the Partnership's trust funds experiencing

         significant declines due to factors outside its control;

       - being unable to compete successfully with other
         cemeteries and funeral homes in the Partnership's
         markets;

       - the number of deaths in the Partnership's markets
         declining; and

       - the mix of funeral and cemetery revenues between burials
         and cremations.

"If the Partnership's planned and implemented actions are not
realized and the Partnership fails to improve its operating
performance and cash flows, or the Partnership is not able to
comply with the covenants under its amended credit facility, the
Partnership may be forced to limit its business activities,
implement further modifications to its operations, further amend
its credit facility and/or seek other sources of capital, and the
Partnership may be unable to continue as a going concern.
Additionally, a failure to generate additional liquidity could
negatively impact the Partnership's access to inventory or services
that are important to the operation of the Partnership's business.
Given the Partnership's level of cash and cash equivalents, to
preserve capital resources and liquidity, the Board of Directors of
the General Partner concluded that it was not in the best interest
of unitholders to pay distributions to unitholders after the first
quarter of 2017.  In addition, the Partnership's revolving credit
facility prohibits the Partnership from making distributions to
unitholders.  Any of these events may have a material adverse
effect on the Partnership's results of operations and financial
condition," the Partnership said in the Quarterly Report.

A full-text copy of the Form 10-Q is available for free at:

                     https://is.gd/IeCzKu

                    About StoneMor Partners

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 90
funeral homes in 27 states and Puerto Rico.  StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.

Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016.

                            *   *   *

As reported by the TCR on Feb. 13, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD.  The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.

In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."


STONEMOR PARTNERS: Sacks VP of Operations as Part of Restructuring
------------------------------------------------------------------
As part of a restructuring that included a reduction of
approximately 45 positions, StoneMor GP LLC, the general partner of
StoneMor Partners L.P., terminated the employment of Ken Lee, its
national vice president of operations, effective Feb. 1, 2019. In
connection with his termination, StoneMor GP and Mr. Lee entered
into a Confidential Separation Agreement and General Release
pursuant to which, in consideration for a customary release, he was
entitled to continue receiving his base salary for a period of
twelve months and certain career outplacement services.  

                     About StoneMor Partners

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 90
funeral homes in 27 states and Puerto Rico.  StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.

Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018. StoneMor had $1.72
billion in total assets, $1.71 billion in total liabilities, and
$13.46 million in ttoal partners' capital.

                            *   *   *

As reported by the TCR on Feb. 13, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD.  The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.

In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."



SUNGLO HOME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sunglo Home Health Services, Inc.
           dba Sunglo Adult Day Care VIII
           dba Sunglo Adult Day Care II
           dba Brighten Academy
        3201 S. Expressway 83
        Harlingen, TX 78550

Business Description: Sunglo Home Health Services, Inc. is a
                      home health care services provider that
                      offers a variety of programs to assist the
                      aging and disabled in sustaining an improved

                      quality of life.  With more than 27 years of
                      experience, Sunglo offers adult daycare,
                      nurses, nursing aides, therapies, domestic
                      help and spiritual support.  

                      On the web: http://www.sunglohhs.com/

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court  
       Southern District of Texas (Brownsville)

Case No.: 19-10061

Debtor's Counsel: Jana Smith Whitworth, Esq.
                  JS WHITWORTH LAW FIRM, PLLC
                  112 E. Kiwi Street
                  McAllen, TX 78504
                  Tel: 956-371-1933
                  Fax: 956-265-1753
                  E-mail: jana@jswhitworthlaw.com

Total Assets: $476,699

Total Liabilities: $1,540,810

The petition was signed by Linda Salazar, vice 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/txsb19-10061.pdf


TEBERIO PROPERTIES: March 21 Hearing on Disclosure Statement
------------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining Teberio Properties, LLC's plan of reorganization will be
held on March 21, 2019 at 09:30 AM.  March 11, 2019 is fixed as the
last day for filing and serving  written objections to the
disclosure statement.

Beginning after the 60-month payment plans for classes 1-4, 6, &
9-19 claims are paid in full, the Debtor will continue to pay the
sum $3,555 per month pro-rata to allowed unsecured creditors in
Class 21 until 100% of those claims are paid in full.

The Debtor will pay the sum of $3,555 per month, from cash flow, to
creditors in the following tiers:

   (a) Pro-rata to allowed Administrative Expenses until paid in
full.

   (b) Pro-rata to any priority tax claims for a period of 60
months to creditors described in Classes 1-4; 6; 8-19 followed by a
final payment to each creditor if necessary to pay the claims in
full.

   (c) Pro-rata to general unsecured creditors until paid in full.

The Debtor will list the property at 52 James St., Hanover
Township, PA, for sale later than May 1, 2019. The property will be
sold within 12 months of the listing by free and clear sale if
necessary.

A full-text copy of the Plan is available at
https://tinyurl.com/y4ylzsz7 from PacerMonitor.com at no charge.

               About Teberio Properties

Teberio Properties, LLC, is a privately-held operator of
nonresidential buildings in Mountain Top, Pennsylvania.

Teberio Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04214) on Oct. 4,
2018.  In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of $1 million to $10 million and
liabilities of less than $1 million.  Judge John J. Thomas presides
over the case.


TOTAL FINANCE: Files for Ch.11, to Liquidate All Dealership Outlets
-------------------------------------------------------------------
Total Finance Investment Inc. and six affiliates sought Chapter 11
protection after reaching a deal that contemplates the orderly
liquidation of the Debtors' auto dealership business, a transfer of
servicing of the Debtors' portfolio of consumer finance receivables
to a third party servicer, and filing of a Chapter 11 plan that
contemplates a restructuring of the Debtors' funded debt, and a
proposed compromise of the Debtors' unsecured obligations.

Total Finance and affiliates Car Outlet, Full Service Auto Repair
and Todo Seguro operated a chain of 14 buy-here, pay-here ("BHPH")
used automobile dealerships located in Illinois and Wisconsin.  The
businesses catered to the fast-growing and underserved population
of "unbanked" and "underbanked" Hispanic consumers in Northern
Illinois and Milwaukee.

In July 2014, Marubeni Corp. acquired a majority stake in the
business through a combined stock and asset purchase.  About 96.47%
of the equity in TFII is owned by Marubeni Corp., with the
remaining 3.53% owned by Kakushin LLC, which is an entity owned by
individuals who were the majority owners of the business prior to
the Marubeni acquisition.

Andrew DeLuca, general counsel of TFII, explains the used vehicle
dealership market is highly fragmented and fiercely competitive --
with 1,800 used car dealerships in Illinois alone -- and the
Debtors historically competed with other large used car dealerships
like CarMax and DriveTime, as well as other BHPH operations.

Amid an increase in competition in the auto lending industry, and
new regulations enacted by the Consumer Financial Protection
Bureau, Total Finance, Car Outlet, Full Service Auto Repair and
Todo Seguro are conducting an orderly wind-down of their businesses
through a court-supervised process under Chapter 11 of the U.S.
Bankruptcy Code.

As part of the filing, the Debtors are transferring the servicing
of our contracts to Westlake Portfolio Management, LLC.  All
dealership operations, including Car Outlet Waukegan, Car Outlet
Value, Car Outlet Melrose Park, Car Outlet Cermak, Car Outlet
Elgin, Ultimo Precio Elgin, Ultimo Precio Montelland Ultimo Precio
Aurorahave closed immediately.  The Debtors are also no longer
issuing or renewing insurance policies through Todo Seguro,
effective immediately.

To assist customers with warranties, the Carromatic Milwaukee
location will remain open for approximately 30 days and the
locations at Car Outlet Aurora, Car Outlet Montell, and Ultimo
Precio Waukegan will remain open for 90 days.  The Debtors will
continue to assist customers with redemptions at Ultimo Precio
Waukegan through this process.  The dealership portion of these
locations will be closed, effective immediately.

                 Prepetition Capital Structure

As of the Petition Date, the Debtors owed approximately $61.3
million in principal and $3.5 million in accrued interest under
various credit facilities:

   * $35.3 million outstanding under a prepetition credit facility
with BMO Harris Bank N.A., as administrative agent;

   * $20 million in principal outstanding under a subordinated term
loan with Westlake Services LLC., as lender; and

   * $6 million in principal outstanding under a junior
subordinated term loan with 11 x 11, LLC, as administrative agent.

                       About Total Finance

Founded in 2000, Total Finance Investment and its subsidiaries --
http://www.totalfinance.net/-- are operators of buy-here, pay-here
(BHPH) used automobile dealership in Illinois and in the greater
Chicagoland area.  The Company sold used vehicles at their
dealership locations,  provided financing to customers to
facilitate their purchase of the Company's vehicles and certain
add-on products, and operated an independent insurance broker
through which the Company helped their customers secure automobile
insurance coverage from third-party insurance providers.

Total Finance Investment Inc. and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets $50
million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Carol A. Doyle oversees the case.

The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT,
SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS,
INC., as interim management services provider; PORTAGE POINT
PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and
MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN
CARSON CONSULTANTS LLC as claims and noticing agent.


TOTAL FINANCE: Has Deal With Lender, Westlake for Liquidation
-------------------------------------------------------------
Debtors Total Finance Investment Inc. and six affiliates commenced
Chapter 11 cases in order to pursue an orderly liquidation and
transfer of servicing.  In connection therewith, the Debtors have
entered into a Restructuring Support Agreement, dated as of Feb.
12, 2019, that contemplates a restructuring of the Debtors' funded
debt and a proposed compromise of their unsecured obligations
pursuant to a plan of reorganization.

The parties that signed the RSA are:

    * the Debtors,
    * Existing secured lender BMO Harris Bank N.A, and
    * Westlake Services, LLC.

To facilitate the transactions contemplated by the RSA and fund the
chapter 11 cases through confirmation of a plan of reorganization,
the Debtors have also entered into a Commitment Letter dated Feb.
12, 2019 with respect to a postpetition financing facility of up to
$4 million.

The parties to the Commitment Letter are:

   -- The OpCo Debtors, namely Car Outlet AC LLC, Full Service Auto
Repair AC LLC, Todo Seguro AC LLC, Todo Seguro Premium Finance AC
LLC, and Total Finance AC LLC, as borrowers;

   -- TFII and Car Outlet Holding Inc. as corporate guarantors;
and

   -- BMO as administrative agent and lender.

The parties signed a term sheet that sets forth certain principal
terms and conditions of a proposed restructuring of the outstanding
indebtedness of and equity interests in TFII, COHI, and each of
their respective subsidiaries, including an orderly liquidation of
the Debtors' auto dealership business, a transfer of servicing of
the Debtors' portfolio of consumer finance receivables to Westlake,
a runoff of the Debtors' portfolio of insurance premium financing
receivables, a restructuring of the Debtors' funded debt, and a
proposed compromise of the Debtors' unsecured obligations.

The transactions contemplated by the Term Sheet are subject to:

   (i) the negotiation and execution of definitive documents that
are necessary to effectuate the Restructuring, which documents
shall be in form and substance reasonably satisfactory to the
Debtors, BMO, and Westlake;

  (ii) any required regulatory and third party approvals, including
without limitation approvals by the Illinois Department of
Financial and Professional Regulation and the Wisconsin Department
of Financial Institutions of the transfer of servicing of the
Portfolio to Westlake Portfolio Management, LLC; and

(iii) the confirmation of a plan of reorganization for the Debtors
pursuant to Section 1129 of the United States Bankruptcy Code.

Pursuant to the terms of the RSA, BMO and Westlake will agree to
support a consensual restructuring of the Debtors' businesses and
to vote in favor of the Plan when solicited to do so.  The Plan
will provide that all proceeds from the collection, sale or other
disposition of the Debtors' assets (including, without limitation,
the Portfolio and Insurance Receivables) will be distributable to
the holders of claims against the Debtors.

On the effective date of the Plan, the existing equity interests in
COHI and TFII will be cancelled and new equity interests in COHI
and TFII will be issued to a newly-formed Delaware limited
liability company.  Newco will be organized primarily for the
purpose of liquidating the assets of the Debtors, and will not
otherwise engage in any trade or business.

NewCo will have two classes of membership interests: (i) Class A
Units and (ii) Class B Units.  If unsecured creditors vote to
accept the Plan, unsecured creditors will split $250,000 and
Marubeni will receive Class A Units on account of its subrogation
claim.  Holders of existing interests in COHI and TFIL will receive
Class B Units.

BMO Harris Bank:

         Jack Kane
         Megan Tripodi
         BMO Harris Bank N.A.
         115 South LaSalle Street, 18W
         Chicago, IL 60603
         E-mail: jack.kane@bmo.com
         E-mail: megan.tripodi@bmo.com

BMO's attorneys:

          Steven Hasting, Esq.
          David B. Audley, Esq.
          Chapman & Cutler LLP
          111 West Monroe Street, Suite 1000
          Chicago, IL 60603
          E-mail: hastings@chapman.com
          E-mail: audley@chapman.com

Westlake:

          Paul Kerwin
          Westlake Services, LLC
          4751 Wilshire Boulevard, Suite 100
          Los Angeles, CA 90010
          E-mail: pkerwin@westlakefinancial.com

Westlake's attorneys:

          William Brody, Esq.
          Buchalter, Nemer, Fields and Younger
          1000 Wilshire Boulevard, Suite 100
          Los Angeles, CA 90017
          E-mail: wbrody@buchalter.com

                       About Total Finance

Founded in 2000, Total Finance Investment and its subsidiaries --
http://www.totalfinance.net/-- are operators of buy-here, pay-here
(BHPH) used automobile dealership in Illinois and in the greater
Chicagoland area.  The Company sold used vehicles at their
dealership locations,  provided financing to customers to
facilitate their purchase of the Company's vehicles and certain
add-on products, and operated an independent insurance broker
through which the Company helped their customers secure automobile
insurance coverage from third-party insurance providers.

Total Finance Investment Inc. and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets $50
million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Carol A. Doyle oversees the case.

The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT,
SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS,
INC., as interim management services provider; PORTAGE POINT
PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and
MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN
CARSON CONSULTANTS LLC as claims and noticing agent.


TOTAL FINANCE: Sues Prior Owners for Backing Out of $85MM Deal
--------------------------------------------------------------
Total Finance Investment Inc. and Car Outlet Holding Inc. commenced
an adversary proceeding against founders and former owners Charles
Serlin and Howard Stillman for, among other things, breach of
contract for backing out of a deal to repurchase the business for
around $85 million.

Howard Stillman, Charles Serlin, Ronald Stillman, and Steve Grapsas
founded the Debtors' business in 2000 and operated it for more than
a decade.  Kakushin LLC, an entity owned by Serlin and Stillman and
other individuals, sold a majority stake in the business to
Marubeni Corp. in July 2014.  Howard Stillman was the Debtors'
president and CEO until November 2016 and was a member of their
Boards of Directors until September 2017.

At present, Serlin and Stillman remain the beneficial owners of
3.53% of the Debtors and are holders of the Debtors' prepetition
subordinated junior term loan.

Beginning March 2018, with the assistance of investment bankers
Keefe, Bruyette & Woods, Inc., and Miller Buckfire & Co., LLC, the
Debtors began pursuing strategic alternatives.  From May to
September 2018, the investment bankers contacted 72 parties and
received indications of interest from 10 parties.

After evaluating several factors, the Debtors' boards determined
that a bid from Serlin and Stillman constituted the highest bid for
the Debtors' assets, leading to the execution of a letter of intent
on Oct. 12, 2018.

The LOI included a binding commitment by Serlin and Stillman and
the Debtors to complete due diligence and negotiate in good faith
and execute a purchase agreement as contemplated by the LOI as soon
as possible, subject to the Debtors' fiduciary duties and the
execution of the purchase agreement.

Though the Debtors worked in good faith toward the execution of a
purchase agreement as contemplated by the LOI, the purchase
agreement was never executed and the Debtors have filed an
adversary proceeding against Serlin and Stillman alleging, inter
alia, breach of contract, fraudulent misrepresentation and
inducement, and tortious interference with prospective economic
advantage.

                         Binding Contract

The lawsuit, which seeks "millions of dollars" of damages, alleges
the Prior Owners' bad faith breach of contract, fraud, and tortious
interference in negotiating a purchase of substantially all of the
Debtors' assets.

The Prior Owners entered into a letter of intent with the Debtors
on Oct. 12, 2018, that was -- unusually but expressly -- binding.
The Debtors insisted that the LOI with the Prior Owners is binding
because:

   (i) by entering into it, the Debtors were foregoing the
opportunity to accept offers by and complete transactions with
certain other potential buyers; and

  (ii) the Debtors' financial condition was deteriorating (they
were the proverbial 'melting ice cube') such that a failure to
promptly complete a transaction would result in a permanent loss of
value.

The Debtors' counsel, William A. Evanoff, Esq., at Sidley Austin
LLP, explains that the LOI set out the terms of the parties'
business deal so that it could be quickly documented in a
definitive agreement.  In particular:

    a. The LOI stated that "it is understood that this Letter of
Intent [] constitutes a legally binding commitment of Buyer
[Defendants] and Seller [the Debtors] to complete due diligence and
negotiate in good faith and execute the Purchase Agreement as soon
as possible".

    b. The LOI set out the purchase price for the Debtors' primary
asset, their active loan portfolio, which was the basis for the
vast majority of the deal consideration.  Specifically, Defendants
agreed to pay 65 percent of the unpaid principal balance of the
loans, which was equivalent to approximately $85 million at the
time.

    c. The LOI provided for Defendants to conduct "necessary,"
i.e., confirmatory, due diligence, but did not require that
diligence be satisfactory to Defendants.  Defendants already had
extensive knowledge of the Debtors' operations and financial
condition because they founded the business in 2000, were directors
and officers for nearly 16 years, and remained minority
shareholders.

    d. The LOI set a deadline to complete diligence and execute the
Purchase Agreement by Nov. 2, 2018 – 21 days after the signing of
the LOI.

    e. The LOI stated that "the Purchase Agreement shall not
contain any financing condition or contingency".  In other words,
the Defendants agreed to execute the Purchase Agreement and close
the transaction whether or not they secured a third party financing
commitment.  This provision  confirmed and memorialized Defendants'
repeated representations during the LOI's negotiation that they did
not require third party financing to complete the transaction.

But the Debtors' precautions were for naught.  The Defendants
repeatedly represented in October and November 2018 that they were
committed to the business deal struck in the LOI and were "close"
to executing a Purchase Agreement consistent with that deal, but
continued to state that they needed a bit more time.  In December
2018, however, the Defendants revealed that they would not comply
with the LOI, that they wanted new terms and conditions from the
Debtors, and that their prior representations had been false and
made in bad faith.

Two actions in December 2018 particularly demonstrate this.  First,
the Defendants refused to execute the essentially final Purchase
Agreement because they did not have a third party financing
commitment, even though they had repeatedly represented to the
Debtors that there would not be any financing condition or
contingency.  Second, the Defendants for the first time raised
purported "issues" from due diligence, and demanded that the deal
consideration be lowered by approximately $20 million, including a
nearly one-fifth reduction of the purchase price for the active
loan portfolio.  This demand was not justified; the "issues" the
Defendants cited were obviously immaterial or previously known to
them through their role as the business's founders, former
directors and officers, and current minority shareholders.

The Defendants' actions were intended to induce the Debtors to
abandon a transaction with specific potential buyers because such a
transaction would have entailed the renegotiation or rejection in a
bankruptcy proceeding of the Debtors' leases of real property that
were beneficially owned (at least in significant part) by
Defendants, which would have cost Defendants millions of dollars.
The Defendants' actions were also intended to string the Debtors
along until their financial condition had deteriorated to the point
that the Defendants had leverage to acquire the business at a fire
sale price.

The Defendants breached the LOI, defrauded the Debtors, and
tortiously interfered with the Debtors' negotiations with certain
potential buyers.  The Defendants are liable to the Debtors for the
millions of dollars of damage that their wrongful actions caused,
Mr. Evanoff tells the Court.

                       About Total Finance

Founded in 2000, Total Finance Investment and its subsidiaries --
http://www.totalfinance.net/-- are operators of buy-here, pay-here
(BHPH) used automobile dealership in Illinois and in the greater
Chicagoland area.  The Company sold used vehicles at their
dealership locations,  provided financing to customers to
facilitate their purchase of the Company's vehicles and certain
add-on products, and operated an independent insurance broker
through which the Company helped their customers secure automobile
insurance coverage from third-party insurance providers.

Total Finance Investment Inc. and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets $50
million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Carol A. Doyle oversees the case.

The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT,
SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS,
INC., as interim management services provider; PORTAGE POINT
PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and
MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN
CARSON CONSULTANTS LLC as claims and noticing agent.


TRANSDIGM INC: $1.322BB Bank Debt Trades at 3% Off
--------------------------------------------------
Participations in a syndicated loan under which TransDigm
Incorporated is a borrower traded in the secondary market at 97.31
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.19 percentage points from the
previous week. TransDigm Incorporated pays 250 basis points above
LIBOR to borrow under the $1.322 billion facility. The bank loan
matures on May 31, 2025. Moody's rates the loan 'Ba3' and Standard
& Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


TRANSDIGM INC: $1.810BB Bank Debt Trades at 3% Off
--------------------------------------------------
Participations in a syndicated loan under which TransDigm
Incorporated is a borrower traded in the secondary market at 97.38
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.21 percentage points from the
previous week. TransDigm Incorporated pays 250 basis points above
LIBOR to borrow under the $1.810 billion facility. The bank loan
matures on August 22, 2024. Moody's rates the loan 'Ba3' and
Standard & Poor's gave a 'B+' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, February 1.


TRANSDIGM INC: $3.577BB Bank Debt Trades at 2% Off
--------------------------------------------------
Participations in a syndicated loan under which TransDigm
Incorporated is a borrower traded in the secondary market at 97.60
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.88 percentage points from the
previous week. TransDigm Incorporated pays 250 basis points above
LIBOR to borrow under the $3.577 billion facility. The bank loan
matures on June 9, 2023. Moody's rates the loan 'Ba3' and Standard
& Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.


UNIVAR INC: Fitch Assigns First-Time 'BB' LT IDR, Outlook Positive
------------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB' to Univar Inc. (NYSE:UNVR). Fitch has also
assigned a 'BB+'/'RR1' rating to UNVR's senior secured ABL
facilities and term loans and a 'BB'/'RR4' to the senior unsecured
notes. The Rating Outlook is Positive.

The ratings reflect Univar's market position in chemicals and
ingredients distribution, flexible and scalable operating model,
consistent and improving profit margins, considerable free cash
flow generation, and expectations of net leverage to be within
management's 3.0x-3.5x target range by 2020. Univar consistently
generates solid margins and FCF despite its exposure to some
cyclical end markets. The company's continued progress in executing
its strategic priorities and adherence to its capital deployment
priorities should also help further reduce cash flow and financial
risks.

The Positive Outlook considers the pending acquisition of Nexeo
Solutions LLC, which is expected to enhance Univar's commercial
capabilities, increase scale, and accelerate the opportunity to
digitize and optimize the supply chain of the combined company. The
Outlook also reflects the expected sale of Nexeo's plastics
business in the first of half of 2019 with sale proceeds used for
gross debt repayment leading to leverage metrics consistent with a
'BB+' rating. Fitch anticipates an upgrade following the
acquisition of Nexeo, sale of its plastics business, repayment of
gross debt resulting in a sub-3.5x leverage profile, and
demonstrated progress towards realization of operational and
financial synergies.

KEY RATING DRIVERS

Nexeo Enhances Operational, Credit Profiles: The pending
acquisition will result in a combined proforma revenue of
approximately $10.5 billion, excluding Nexeo's plastics business,
and further strengthen Univar's position as the second largest
distributor globally, after Brenntag AG, and largest distributer in
the United States and Canada. The acquisition broadens Univar's
product portfolio, creates cross-selling opportunities to the
combined customer base, and helps expand Univar's end markets into
industries such as personal care and industrial cleaning and
lubricants. Nexeo also provides an opportunity to accelerate
Univar's digital transformation enhancing supply chain efficiency.
Fitch believes the combination is consistent with Univar's capital
deployment priorities and helps accelerate the realization of its
commerical, operational, and financial strategic priorities.

Univar expects to realize $100 million of annual run-rate operating
synergies over the next four years by optimizing supply chains,
leveraging IT and operating processes, and consolidating support
functions. Additionally, the company expects $15 million in annual
run-rate capex savings over the next two years largely driven by
technology investment savings as the combined company will be able
to reduce maintenance capital and leverage digital investments.
Fitch views the identified synergies as achievable and sustainable.


Plastics Sale Accelerates De-Leveraging: Univar targets a long-term
net debt-to-EBITDA of 3.0x-3.5x and expects to be below 3.0x by the
end of the first full year following close. Fitch believes the
combined company can achieve and maintain this target range given
expectations of strong annual free cash flow generation,
realization of synergies, and no anticipation of shareholder
friendly distributions medium-term. The announced sale of Nexeo's
plastics business for $640 million will allow for further
de-leveraging, as management will allocate sale proceeds towards
debt repayment. Fitch projects this would result in total
debt/EBITDA of around 3.0x by 2020.

Consistent Free Cash Flow Generation: Univar regularly generates
positive FCF averaging around $250 million per year dating back to
2015. This strong FCF generation is driven by modest capital
requirements, consistent and improving profit margins and efficient
working capital management. Fitch forecasts the combined company
will generate $300 million-$400 million of annual FCF. This
provides the company with substantial financial flexibility to
pursue acquisitions, deleverage and seek strategic growth and
savings opportunities.

Fragmented Market Provides Opportunity: The global chemical
distribution market is highly fragmented with an estimated market
size of roughly $200 billion and where the top two distributors
pro-forma the Nexeo acquisition account for only a little over 10%
of the market. Benefiting from size, scale and diversification,
Univar is better able to navigate logistical challenges and
counter-party risk than smaller chemical distributors. The combined
company will contain the largest chemical and ingredients sales
force in North America, the broadest product offering, and an
increasingly efficient supply chain network allowing Univar to
continue to grow through leveraging its footprint to cover more
products, customers and regions.

DERIVATION SUMMARY

Pro Forma the acquisition of Nexeo, Univar will be the second
largest global chemical distributor, behind Brenntag AG (unrated),
and the largest North American chemical distributor in what is a
fragmented industry. Fitch compares Univar to chemical distributor
Brenntag AG (unrated), IT distributors Ingram Micro, Inc.
(BBB-/Stable) and Arrow Electronics, Inc. (BBB-/Stable), and metals
distributor Reliance Steel and Aluminium Co. (BBB/Stable). Each of
these distributors benefits from significant size, scale and
diversification compared to peers within their markets. Fitch
believes the fragmented nature of and potential for continued
outsourcing within chemicals distribution provides Univar a unique
opportunity to increase share and capture potential market
expansion.

Fitch views cash flow risk within the distribution industry as
relatively low particularly compared to chemicals producers given
the limited commodity price risk, diversification of customers and
end-markets, low annual capex requirements (1%-2% annually) and
working capital benefits in a downcycle. Fitch believes the Nexeo
transaction should further reduce cash flow risk due to additional
diversification and expected ERP-linked working capital efficiency
improvements. While the technology and metals distribution market
risks differ, the overall operating performances and cash flow
resiliency are similar, with FCF margins for these distribution
peers averaging in the low-to-mid single digits over the past five
years.

Univar currently maintains a total debt to EBITDA of around 4.0x,
while the investment-grade rated peer distributors typically
operate total debt to EBITDA at or below 3.0x. Fitch expects
Univar's gross leverage to improve to around 3.0x by 2020 assuming
the favourable integration of the Nexeo chemicals business and
proceeds from the plastics sale are allocated towards debt
repayment. Fitch views this leverage profile to be consistent with
'BB+' rating tolerances.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer:
  -- Completion of Nexeo Solutions LLC acquisition in Q1 2019;

  -- Plastics divestiture in 1H 2019 for $640 million with proceeds
used for debt repayment;

  -- Organic revenue increase of between 2%-3% on an annual basis
as higher priced chemicals are sold and volume increases from a
combination of cross-selling opportunities and further producer
outsourcing;

  -- EBITDA margins increase YoY following Nexeo integration as
higher margin products are increasingly sold and cost cutting
efforts and synergies are realized;

  -- Capital expenditures at roughly 1% of revenues annually;

  -- No dividends or share repurchases over the next few years.

RATING SENSITIVITIES

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

  -- Demonstrated progress in the integration of Nexeo and
realization of operational and cost synergies;

  -- Gross debt reduction leading to total Debt-to-EBITDA below
3.5x or FFO adjusted leverage less than 4.5x;

  -- Maintenance of strong liquidity and continued free cash flow
generation;

  -- Demonstrated track record of adherence to capital allocation
priorities and financial policy targets.

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

  -- Inability to effectively integrate Nexeo and realize expected
operational and cost synergies;

  -- Total Debt-to-EBITDA above 4.0x or FFO adjusted leverage
greater than 5.0x;

  -- Sustained reduction in EBITDA margins below historical levels
of 6%-7% leading to weaker FCF generation and financial
flexibility.

LIQUIDITY

Sufficient Liquidity: As of Sept. 30, 2018, Univar had over $85
million of cash and cash equivalents on its balance sheet and
approximately $542 of availability under the combined ABL
facilities, after $146.4 million in outstanding letters of credit
and $475 million in drawings set aside for acquisition financing.
Fitch expects Univar to maintain sufficient liquidity given the
expected Plastics sale and forecasted FCF profile.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Univar Inc.

  -- Long-Term IDR 'BB';

  -- Senior secured ABL facilities 'BB+'/'RR1';

  -- Senior secured term loans 'BB+'/'RR1';

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

The Rating Outlook is Positive.


UNIVAR INC: Moody's Hikes CFR to Ba3 on Credit Profile Improvement
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
(CFR) of Univar Inc. to Ba3 from B1 to reflect the improvement to
Univar's credit profile expected from the acquisition of Nexeo
Solutions, LLC (Nexeo -- rated B2 Stable), which is expected to
close in the first quarter of 2019. Moody's also upgraded the
senior secured Term loan B rating to Ba3 from B1 and assigned a new
Ba3 rating to the new term loan B and upgraded the senior unsecured
rating to B2 from B3. The improved credit profile also reflects the
divestiture, announced February 8th 2019, of Nexeo's plastics
business with net proceeds used to reduce debt and improve
post-acquisition leverage. The Nexeo acquisition has received
regulatory approvals in the U.S., Canada, and the EU with remaining
approvals pending in two other jurisdictions, which the company
believes is not expected to hold up the transaction. The
transaction also requires Univar shareholder approvals, with the
vote expected later this month. This rating action concludes the
review for upgrade commenced on September 20, 2018, prompted by the
announcement that Univar had agreed to acquire Nexeo in a stock and
cash transaction valued at roughly $2 billion. The SGL-2
Speculative Grade Liquidity Rating is affirmed and the outlook for
the ratings is stable.

"The combination of Univar and Nexeo is strategically sound,
strengthens Univar's business profile and will create a global
leading distribution company with $12.7 billion in revenues (before
the sale of Nexeo's plastics business)," according to Joseph
Princiotta, Moody's Senior Credit Officer and lead analyst for
Univar and Nexeo. "Pro forma gross adjusted leverage is expected to
be in the mid 4x range at closing, but the sale of Nexeo's plastics
segment, expected to close by mid-year, will further reduce debt
and improve leverage closer to 4x," Princiotta added.

Assignments:

Issuer: Univar Inc.

  - Senior Secured Euro Term Loan B, Assigned Ba3 (LGD4)

Upgrades:

Issuer: Univar Inc.

  - Corporate Family Rating, Upgraded to Ba3 from B1

  - Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

  - Senior Secured Term Loan B3, Upgraded to Ba3 (LGD4) from B1
(LGD4)

  - Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5)
from B3 (LGD5)

Affirmations:

Issuer: Univar Inc.

  - Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Issuer: Univar Inc.

  - Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Moody's views the acquisition of Nexeo as a good strategic fit as
it expands the product portfolio, and the scale of the combined
footprint and fleet, along with improved market positions and reach
in specialty chemicals and ingredients. The combination should also
benefit from planned IT upgrades, which was one of Nexeo's
strengths, and favorably affect supply chain management and
operating costs.

The transaction is expected to realize $100 million in annual
run-rate cost synergies within three years while reducing capex by
$15 million. One time transaction costs to achieve the synergies
are estimated at $150 million, which the company expects to be
largely offset by the sale of surplus real estate after facility
closures and working capital improvements.

The Ba3 rating reflects the strategic fit and business profile
benefits from the Nexeo combination, operational diversity and
scale that supports a strong competitive position and improving
financial performance compared to its similarly rated peers. Also,
growth in services and restructuring actions contribute to margin
growth potential. Offsetting factors include still moderately high
leverage, challenges to organic topline and margin growth, and a
historically active bolt-on acquisition strategy that may
occasionally stress leverage.

Moody's notes that its adjusted gross leverage has recently been
almost a turn higher, and that Univar's target of 'net' leverage
under 3.0x one year after he transaction includes pro-forma
adjustments, including transaction costs and potential synergies
that are added back to the company's EBITDA calculations. Proceeds
from the sale of Nexeo's plastics business are expected to be used
to reduce debt and improve gross adjusted leverage to the high 3.0x
range. The new Euro term loan has the same terms and conditions as
the existing term loan and is also rated Ba3. Univar's SGL-2
speculative grade liquidity rating reflects its good liquidity as
of December 31, 2018, supported by $122 million of balance sheet
cash and about $613 million of availability under the company's
$1.3 billion ABL credit facility, which is expected to be increased
to $1.7 billion as part of the Nexeo acquisition financing. Free
cash flow post acquisition is expected to be positive and used to
achieve and maintain the company's net leverage target in the
3.0x-3.5x range. The ABL and term loans do not contain financial
maintenance covenants; the ABL has a debt incurrence test if
availability falls below 10%.

The stable outlook anticipates operational and leverage
improvements associated with the transaction, and that Univar
maintains leverage in the stated targeted range of 3.0x-3.5x (on a
net, unadjusted basis, which currently corresponds to about
3.7-4.2x on a Moody's gross adjusted basis).

Moody's would be unlikely to consider an upgrade until most of the
synergies from the Nexeo transaction are achieved and the company
successfully integrates Nexeo's business and realizes operational,
capex and IT improvements. Moody's would consider an upgrade if
gross adjusted leverage were to decline below the high 3.0x range
and retained cash flow to debt were to rise above 15%, both on a
sustained basis. Moody's would consider a downgrade if EBITDA
margins were to trend negatively or if leverage were to rise above
4.5x on a sustained basis, or if free cash flow or liquidity were
to materially decline.

The principal methodology used in these ratings was Chemical
Industry published in January 2018.

Univar Inc. is one of the largest global chemical and ingredient
distributors and providers of related services, operating hundreds
of distribution facilities to service a diverse set of customers
end markets in the US, Canada, Europe, the Middle East, Latin
America and the Asia Pacific region. Univar's top 10 customers
account for roughly 10% of sales, while its top 10 suppliers
represent roughly 30% of its total chemical expenditures. For the
12 months ended December 31, 2018, the publicly-traded company
generated approximately $8.6 billion in revenue. Nexeo Solutions,
LLC is one of the largest distributors of chemicals and providers
of related services in North America. Combined revenues for the
twelve months ended December 31, 2018 were approximately $12.7
billion.


US SILICA: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which US Silica
Corporation is a borrower traded in the secondary market at 90.42
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.97 percentage points from the
previous week. US Silica pays 400 basis points above LIBOR to
borrow under the $1.280 billion facility. The bank loan matures on
May 1, 2025. Moody's rates the loan 'B1' and Standard & Poor's gave
a 'B+' rating to the loan. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday, February
1.


VALLEY STREAM, NY: Moody's Cuts Issuer and GOLT Ratings to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has downgraded the Village of Valley
Stream, NY's issuer and General Obligation Limited Tax Debt (GOLT)
ratings to Ba1 from Baa3. The outlook remains negative.

Moody's considers the outstanding debt to be GOLT because of
limitations under New York State law on property tax levy
increases. The issuer rating is equivalent to the village's
hypothetical general obligation unlimited tax rating (GOULT); there
is no debt associated with the GOULT security.

RATINGS RATIONALE

The downgrade to Ba1 of the issuer rating reflects the expectations
that despite a favorable location in easy commuting distance to New
York City (Aa2 stable) and favorable non-financial credit
characteristics, the village will have great difficulty in shoring
up its financial position. The village's fund balance turned
negative in 2016 and continues to worsen with no sign of an
immediate turnaround. Cash, however, remains adequate.

The absence of distinction between the GOLT rating and the issuer
rating reflects both the village board's ability to override the
property tax cap and the faith and credit pledge supporting debt
service, a security feature of all general obligation debt issued
by New York local governments.

RATING OUTLOOK

The negative outlook reflects Moody's expectation that management
will be challenged to bring the village budget into structural
balance and grow reserves.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Return to structural balance leading to improved financial
position

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Continued declines in reserves and liquidity

  - Failure to structurally balance operating budget with recurring
revenue to recurring expenses

LEGAL SECURITY

The GOLT bonds are secured by the village's general obligation
pledge as limited by New York State's Property Tax Cap-Legislation
(Chapter 97 (Part A) of the Laws of the State of New York, 2011).

PROFILE

Valley Stream is located within the Town of Hempstead (Aa2
positive) in the southwestern portion of Nassau County (A2 stable),
immediately east of New York City. The village encompasses a land
area of approximately 3.5 square miles and has a population of just
under 38,000.


VERITAS HOLDINGS: S&P Assigns B- ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Veritas Holdings Ltd. as the ultimate parent entity named in the
company's financial statements and owner of 100% of the capital
stock of Veritas Bermuda Ltd.

S&P also affirmed the 'B-' issuer credit rating on Veritas Bermuda
Ltd. At the same time, it affirmed its 'B' issue-level ratings on
the company's senior secured debt and its 'CCC' issue-level ratings
on the firm's unsecured debt. The recovery ratings remain unchanged
at '2' and '6', respectively.

"Our rating on Veritas Holdings is principally based on the firm's
very high financial leverage of 9.6x as of Dec. 28, 2018, declining
revenues in many product categories, and weak profitability for an
enterprise software firm of its scale," S&P said. "Although we
expect costs--particularly those related to facility
relocations--to decline over the coming quarters, we believe the
demand environment for Veritas's core products will remain
challenging and the need for ongoing restructuring spending will
lead to leverage remaining over 8x for at least the next 18
months."

S&P said it continues to view high switching costs for core backup
and recovery products, longstanding customer relationships in core
enterprise markets, and significant liquidity as strengths and
drivers of its stable outlook on the firm.

"The outlook is stable, reflecting our view that high switching
costs for core backup and recovery products and progress reducing
headcount will enable the firm to generate positive free cash flow
in spite of a significant interest burden," S&P said. "We expect
Veritas to reduce leverage to the high-8x area over the coming 12
months, primarily through margin expansion, and view revenues as
likely to stabilize on new product launches, while a modernized
NetBackup is able to stop share losses in data backup and recovery
markets."

Continuing or accelerating revenue declines, either through sales
execution missteps or a failure to launch compelling products in a
rapidly evolving data protection market, could lead to a downgrade.
S&P would also consider a downgrade if efforts to reduce headcount
and expenses lead to operational disruption at the company, and an
uncompetitive cost structure leads to negative cash flow
generation.

S&P said it would consider an upgrade if Veritas is able to grow
revenues in the mid-single digits while expanding EBITDA margins to
a 30% level on a sustained basis.  It would also look for leverage
returning to at most the high-7x area before considering an
upgrade.


VIP CINEMA: Moody's Cuts CFR to B3 & 1st Lien Facility Rating to B2
-------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) and Probability of Default Rating of VIP Cinema Holdings,
Inc. (VIP) to B3 from B2 and to B3-PD from B2-PD, respectively.
Concurrently, Moody's downgraded the ratings on the senior secured
first-lien facility, comprising a revolving credit facility and
term loan, to B2 from B1, and the senior secured second-lien term
loan to Caa2 from Caa1. The ratings outlook is stable.

RATINGS RATIONALE

The ratings downgrade reflects VIP's weaker than expected operating
performance, including high financial leverage for the operating
profile with debt/EBITDA above 5x (Moody's adjusted), declining
EBITA margins and negative free cash flow generation. This is
primarily the result of lower volumes from a slower pace of
remodeling/conversions by U.S. movie theater exhibitors, which is
anticipated to continue at least over the near term. Margins have
also come under pressure amid higher freight, raw material and
labor costs that are likely to persist at least over 2019, noting
also the company operates in an increasingly competitive
landscape.

The B3 CFR reflects the company's high product and customer
concentration, competitive operating landscape and small size ($116
million LTM revenue). Revenue growth relies heavily on original
(new) equipment sales that depend on movie theater upgrades,
including premium seating conversions. While continuing, the
magnitude of these investments in the North American market (over
75% of revenue) by exhibitors such as VIP's largest customer, AMC
Entertainment Inc. ("AMC"), has slowed as they focus on recouping
returns on large capex for the conversions made in recent years.
The end market is mature and susceptible to unpredictable box
office results and faces a secular decline in admissions, amidst
emerging competition from home cinema and on-demand content.
Moreover, Moody's believes meaningful replacement sales are
unlikely in the near term given the about 5-7 year product life
cycle.

The rating also recognizes that VIP is well positioned to benefit
from growth in the international markets, particularly in Europe
where AMC has grown through acquisitions and is ramping up
investments. As an early mover for premium seating and given its
strong relationships with major players in the industry,
particularly the alliance with AMC, Moody's expects the company to
sustain strong but moderating EBITA margins that exceed those of
similarly rated issuers. These will remain constrained nonetheless
by cost inflation, an increasing proportion of non-US sales and a
degree of competitive pricing pressure. Moody's anticipates that
the demand environment will remain supportive of credit metrics,
including leverage that approaches 5x over the next year. Moody's
expects the company to maintain an adequate liquidity profile,
including good revolver availability and about breakeven to
moderately positive free cash flow generation, aided by lower capex
needs at least through 2019.

The stable ratings outlook reflects Moody's expectation of
supportive demand, including growth in international markets (about
25% of revenue), particularly as an exclusive partner of AMC that
continues remodeling investments, with particular strength in
Europe. This should result in still high EBITA margins. The stable
outlook anticipates VIP will sustain an adequate liquidity
profile.

The downgrade of the debt instrument ratings to B2 on the senior
secured first lien debt, one notch above the CFR, and to Caa2 on
the senior secured second lien debt, two notches below the CFR,
reflect the impact of the CFR downgrade and Moody's expectation of
recovery in the liability structure.

Issuer: VIP Holdings, Inc.:

Corporate Family Rating, downgraded to B3 from B2;

Probability of Default Rating, downgraded to B3-PD from B2-PD;

Senior secured first lien bank facility: downgraded to B2 (LGD3)
from B1 (LGD3);

Senior secured second lien bank facility: downgraded to Caa2 (LGD6)
from Caa1 (LGD6).

The ratings outlook is stable.

The ratings could be downgraded if Moody's expects further revenue
declines or a material deterioration in end market demand,
debt-to-EBITDA to approach 6x and/or EBITA-to-interest below 2x. A
deteriorating liquidity profile, including sustained negative free
cash flow or limited revolver availability could also drive
downward ratings pressure, as could debt-funded dividends or
acquisitions that increase leverage.

Given the small scale, upward ratings momentum would require
stronger credit metrics than typically associated with companies at
the same rating level. This would be accompanied by sustained
growth in revenues and more diversification of the revenue mix by
geography and customer, continued strength in the margin profile
and stronger free cash flow generation with free cash flow to debt
expected to be above 5% on a sustained basis.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

VIP Cinema Holdings, Inc. (based in New Albany, Mississippi) is a
manufacturer of premium seating for movie theater companies
(exhibitors) in North America, particularly the United States.
Revenues were $116 million for the last twelve months ended
September 30, 2018. The company has been majority-owned by H.I.G.
Capital, a private equity firm, following a leveraged buyout in
February 2017.


WASHINGTON PRIME: Moody's Lowers Sr. Unsec. Debt Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service downgraded all of Washington Prime Group
Inc.'s ratings, including the ratings of its operating subsidiary,
Washington Prime Group, L.P.'s senior unsecured debt to Ba2 from
Baa3. In the same rating action, Moody's withdrew Washington Prime
Group, L.P.'s issuer rating and assigned a Ba2 corporate family
rating and a speculative grade liquidity rating of SGL-3 to the
same entity. Rating outlook was revised to stable from negative.

The following ratings were downgraded:

Washington Prime Group, L.P. - Senior unsecured debt to Ba2 from
Baa3; Senior unsecured debt shelf to (P)Ba2 from (P)Baa3

Washington Prime Group Inc. - Preferred stock to B1 from Ba1;
Preferred stock shelf to (P)B1 from (P)Ba1; Preferred stock shelf
non-cumulative to (P)B1 from (P)Ba1

The following ratings were assigned:

Washington Prime Group, L.P. - Corporate Family Rating of Ba2;
Speculative Grade Liquidity Rating of SGL-3

The following rating was withdrawn:

Washington Prime Group, L.P. - Long-term issuer rating at Baa3

Outlook Actions:

Issuers: Washington Prime Group, L.P., Washington Prime Group Inc.

Rating Outlook changed to stable from negative

RATINGS RATIONALE

The multi-notch ratings downgrade reflects Washington Prime's high
leverage and continued weak operating performance from its mall
portfolio. The retail environment remains challenging, especially
for mall owners such as Washington Prime that own portfolios with
relatively low sales per square foot (below $400). Given the macro
operating risks, it will be difficult for the REIT to reduce
leverage and improve key credit metrics, which are more
commensurate with a Ba2 rating.

Washington Prime's total portfolio comp NOI declined 1.5% for 3Q18,
with a 2.6% decline in mall NOI partially offset by 1.7% growth in
its open air community centers. The REIT's community centers
contribute 27% of NOI and are viewed as good quality assets that
provide a stable source of growing cash flows, a key credit
strength supporting Washington Prime's ratings.

Washington Prime has decreased its exposure to "Tier 2" malls,
which comprised 10% of 3Q18 NOI (down from 19% in 2017), but these
properties still posted a 10% decline in comp NOI for 3Q18. Moody's
is concerned about the potential for accelerated declines in these
malls, as well as some "Tier 1" assets with relatively low sales
per square foot, as these malls are more vulnerable to vacating
tenants amidst the challenging retail climate.

Washington Prime has been combatting these challenges through
redevelopment, adding more dining and experiential tenants to
improve the mix at its centers. However, risks remain as the REIT
works to revitalize its weaker malls. Furthermore, Washington
Prime's leverage remains high, particularly when considering the
operating risks.

Washington Prime's SGL-3 liquidity rating reflects its adequate
liquidity position as Moody's considers its funding needs over the
next twelve months. Sources of capital include access to its $650
million unsecured line of credit ($334 million available as of
3Q18), $73 million cash, and operating cash flows. The REIT's
sizable unencumbered asset pool also enhances its financial
flexibility. Washington Prime will need external financing to
address its upcoming debt maturities and fund its redevelopment
pipeline. For 2019, the REIT has less than $50 million of mortgages
coming due -- these loans have high debt yields that provide
flexibility for it to repay or refinance these loans. Washington
Prime will face larger maturities in 2020 when $357 million
(including $250 million of 3.85% senior notes) comes due.

The stable outlook reflects Moody's expectations that the operating
environment will remain challenging for Washington Prime, but the
REIT's financial position is strong enough to withstand the risks
at the current rating level.

Upward ratings movement would reflect sustained positive growth in
comp NOI, Net Debt/EBITDA below 6.5x, fixed charge coverage above
2.7x, and unencumbered assets greater than 65% of gross assets --
all metrics include pro rata share of JVs and treating 75% of
preferred stock as debt.

A downgrade would reflect Net Debt/EBITDA above 7.5x, secured debt
approaching 30% of gross assets, or fixed charge coverage below
2.3x -- all metrics include pro rata share of JVs and treating 75%
of preferred stock as debt. Decreased liquidity cushion, as
evidenced by less than 50% line capacity available on an ongoing
basis, would also cause ratings pressure.

Washington Prime Group Inc. (NYSE: WPG) is a retail REIT that owns
and manages a mix of enclosed malls and open air community centers
across the United States. Gross assets totaled $7.6 billion
(including pro rata share of JVs) as of 3Q18.

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


WEATHERFORD INTERNATIONAL: Incurs $2.81 Billion Net Loss in 2018
----------------------------------------------------------------
Weatherford International public limited company has filed with the
Securities and Exchange Commission its Annual Report on Form 10-K
disclosing a net loss attributable to the company of $2.81 billion
on $5.74 billion of total revenues for the year ended Dec. 31,
2018, compared to a net loss attributable to the company of $2.81
billion on $5.69 billion of total revenues for the year ended Dec.
31, 2017.

As of Dec. 31, 2018, Weatherford had $6.60 billion in total assets,
$10.26 billion in total liabilities, and a total shareholders'
deficiency of $3.66 billion.

As of Dec. 31, 2018, the Company had $495 million of letters of
credit and performance and bid bonds outstanding, consisting of
$291 million of letters of credit under various uncommitted
facilities and $204 million of letters of credit under the
Revolving Credit Agreement.  At Dec. 31, 2018, the Company has
cash collateralized $81 million of its letters of credit, which is
included in "Cash and Cash Equivalents" in the accompanying
Consolidated Balance Sheets.

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC– from
CCC+, with a negative outlook.  Weatherford's issuer credit rating
was lowered to CCC from B–.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.
The Company's non-investment grade status may limit its ability to
refinance its existing debt, could cause it to refinance or issue
debt with less favorable and more restrictive terms and conditions,
and could increase certain fees and interest rates of its
borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.

"If we are unable to satisfy the NYSE's criteria for continued
listing, our ordinary shares would be subject to delisting.  A
delisting of our ordinary shares could negatively impact us by,
among other things, reducing the liquidity and market price of the
ordinary shares; reducing the number of investors willing to hold
or acquire our ordinary shares, which could negatively impact our
ability to raise equity financing; decreasing the amount of news
and analyst coverage of us; and limiting our ability to issue
additional securities or obtain additional financing in the
future.

"In addition, delisting from the NYSE might negatively impact our
reputation and, as a consequence, our business.  Moreover, a
delisting of our ordinary shares would constitute a "fundamental
change" under the terms of indenture governing the exchangeable
notes, which would require us to make an offer to repurchase the
exchangeable senior notes at an amount in cash equal to the
principal amount of the exchangeable senior notes of $1.265 billion
plus accrued and unpaid interest on the exchangeable senior notes.
We may not have enough available cash or be able to obtain
financing at the time we are required to make repurchases of the
exchangeable senior notes.  Our failure to repurchase notes when
required in connection with a fundamental change would constitute a
default under the indenture.  A default under the indenture or the
fundamental change itself could also lead to a default under
agreements governing our other indebtedness.  If the repayment of
the other indebtedness accelerates, then we may not have sufficient
funds to repay that indebtedness or repurchase the notes when
required.

"If we are unable to comply with the restrictions and covenants in
the agreements governing the Revolving Credit Agreements (comprised
of our existing unsecured senior revolving credit agreement, the
"A&R Credit Agreement", and a Secured Second Lien 364-Day Revolving
Credit Agreement, the "364-Day Credit Agreement", amended and or
entered into in August of 2018), the Term Loan Agreement and our
other indebtedness, including our indentures, as supplemented (our
"indentures"), there could be a default under the terms of these
agreements, which could result in an acceleration of payment of
funds that we have borrowed and would affect our ability to make
principal and interest payments on the notes," the Company stated
in the Annual Report.

A full-text copy of the Form 10-K is available for free at:

                       https://is.gd/NPm9zo

                        About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry.  The Company operates in
over 80 countries and has a network of approximately 700 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 26,500 people.


WESTINGHOUSE AIR: Moody's Cuts Sr. Notes to Ba1 & Gives Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Westinghouse
Air Brake Technologies Corp. ("Wabtec"), with the senior unsecured
to Ba1 from Baa3. At the same time, Moody's has assigned to Wabtec
a Corporate Family Rating (CFR) of Ba1, a Probability of Default
rating of Ba1-PD, and a Speculative Grade Liquidity rating of
SGL-2. The rating outlook is stable.

"Wabtec's earnings, cash flow and leverage lag levels anticipated
at this time and, with the GE Transportation merger pending, we
believe the combined earnings and cash flows will fall short of
previous expectations", said David Berge, Senior Vice President.
"As well, considering the size and scope of the large-scale merger
coming as the company is still working through challenges of
integrating Faiveley, we believe that integration risk will be
elevated for Wabtec over the next year or two."

RATINGS RATIONALE

Wabtec's Ba1 Corporate Family rating reflects expectations for more
modest free cash flow and elevated financial leverage than
initially anticipated over the next two years. This results from a
combination of a weak operating environment as the company
navigates the integration of the merger with GE Transportation, a
business unit of GE (expected February, 2019), and continues
efforts to integrate the Faiveley acquisition of 2016. Wabtec is
entering the GE Transportation integration with financial results
and leverage that are weaker than anticipated at this time
following the Faiveley acquisition.

On total funded debt of approximately $4.7 billion, Moody's
estimates pro forma debt to EBITDA of over 3.5x as of fiscal year
ending December 31, 2018, which is elevated for the Ba1 rating
considering the exposure to the highly cyclical railroad sector,
the US freight rail segment in particular. Pro forma 2018 EBITA
margins are estimated at approximately 13%, while both entities
generated free cash flow of less than $500 million over this
period. Both margins and cash flow lag long-term expectations for a
company of this size in this sector, but are expected to improve
gradually through 2020 even with a moderate amount of integration
costs associated with the merger. Demand for higher margin US
freight segment products is not expected to improve materially over
this time, which will restrict more rapid improvements in these
metrics.

Nonetheless, the ratings also reflect the company's lead position
in the US market for products and services in the freight rail
sector which will be augmented by the GE Transportation merger that
builds on diversification into global transit markets from the
acquisition of Faiveley. Wabtec's core business and the GE
Transportation unit have strong earnings potential in a good market
for rail equipment and high horsepower locomotives. Pro-forma for
GE Transportation, Wabtec will have total revenue of approximately
$8 billion, at a scale expected to improve the company's
competitive position globally.

All of Wabtec's debt is unsecured, so the Ba1 rating of the senior
unsecured debt is at the CFR level.

The stable rating outlook reflects Moody's expectations for slow
demand in the key US freight railroad equipment market through 2020
resulting in modest revenue growth at Wabtec and GE Transportation
with gradual margin improvement. Moody's believes that Wabtec will
face integration challenges from the GE Transportation merger, as
well as residual costs from the integration of Faiveley, which may
restrict margin and cash flow improvement over the next year or so.
Nonetheless, pro forma EBITA margins are expected to be
approximately 14% through 2020, with free cash flow of between $500
and $700 million over that period. Moody's expects debt to EBITDA
close to 3x by the end of 2019, and could be in the high 2x range
in 2020.

Ratings could be downgraded if Moody's expects that EBITA margins
will fall below 12% or if pro forma free cash flow does not exceed
$500 million, possibly the result of greater than expected
difficulty in integrating GE Transportation's operations. Lower
ratings could also be considered if debt to EBITDA remains above
3.5x.

The ratings could be upgraded if the company demonstrates a
commitment to material debt reduction while exhibiting strong free
cash flow contributed from all business lines. Higher ratings would
be supported by EBITA margins consistently in excess of 15%, and
debt to EBITDA of close to 2x on a sustained basis while
maintaining strong liquidity and demonstrating operational
flexibility to respond to an industry downturn.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Assignments:

Issuer: Westinghouse Air Brake Technologies Corp.

  - Corporate Family Rating, Assigned Ba1

  - Probability of Default Rating, Assigned Ba1-PD

  - Speculative Grade Liquidity Rating, Assigned SGL-2

Downgrades:

Issuer: Westinghouse Air Brake Technologies Corp.

  - Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

  - Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
(LGD4) from Baa3

Outlook Actions:

Issuer: Westinghouse Air Brake Technologies Corp.

  - Outlook, Changed To Stable From Negative

Westinghouse Air Brake Technologies Corp. provides technology-based
products and services for the freight rail and passenger transit
industries. Wabtec's revenues for the last 12 months ended
September 30, 2018 were $4.3 billion.


WILLOWOOD USA: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Willowood USA Holdings, LLC
        PO Box 740958
        Arvada, CO 80006

Business Description: Willowood USA Holdings, LLC --
                      http://willowoodusa.com-- is a Colorado-
                      based company that develops, formulates, and
                      markets generic crop protection products for
                      the U.S. agriculture industry.  The
                      Company's products include generic:
                      herbicides, fungicides, insecticides, plant
                      growth regulators and a full line of
                      proprietary spray adjuvants.

Chapter 11 Petition Date: February 15, 2019

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Case No.: 19-11079

Judge: Hon. Kimberley H. Tyson

Debtor's Counsel: Michael J. Pankow, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th St., 22nd Floor
                  Denver, CO 80202
                  Tel: 303-223-1100
                  Fax: 303-223-1111
                  E-mail: mpankow@bhfs.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Thomas M. Kim, chief restructuring
officer.

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

            http://bankrupt.com/misc/cob19-11079.pdf

List of Debtor's Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Andy King                         Civil Litigation             $0
2544 Bridle Path Court
Cape Girardeau, MO 63701
Tel: 573-339-9349
Email: Andyk@willowoodusa.com

Brian D. Heinze                   Civil Litigation             $0
422 Jasmine Way
Roseburg, OR 97471
Tel: (541) 643-6746
Email: Brianh@heinzeagconsulting.com

Joseph Middione, Jr.              Civil Litigation             $0
1667 W. Red Cloud Drive
Saint George, UT 84770
Tel: (559) 288-5674
Tel: JoeM@willowoodusa.com

Key Bank, N.A.                                            Unknown
1675 Broadway
Denver, CO 80202
Tel: 303-292-7954
Email: tim.swanson@moyewhite.com

Tree Line Capital Partners                                Unknown
101 California St., Ste 1700
San Francisco, CA 94111
Tel: 312-876-6538
Email: lindsey.henrikson@lw.com


WITCHEY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Witchey Enterprises, Inc.
        300 Susquehannock Drive
        Wilkes-Barre, PA 18702

Business Description: Witchey Enterprises, Inc., headquartered in
                      Wilkes-Barre, Pennsylvania, operates in the
                      courier and express delivery services
                      industry.

Chapter 11 Petition Date: February 14, 2019

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Case No.: 19-00645

Judge: Hon. Robert N. Opel II

Debtor's Counsel: Andrew Joseph Katsock, III, Esq.
                  15 Sunrise Drive
                  Wilkes Barre, PA 18705
                  Tel: 570 829-5884
                  Fax: 570 829-5884
                  Email: ajkesq@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Louis Witchey, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

       http://bankrupt.com/misc/pamb19-00645_creditors.pdf

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

            http://bankrupt.com/misc/pamb19-00645.pdf


WOOD COUNTY HOSPITAL: Moody's Cuts Rating on $52MM Debt to Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded Wood County Hospital
Association's (OH) rating to Ba2 from Ba1. The downgrade affects
approximately $54 million of rated debt. The outlook has been
revised to stable from negative.

RATINGS RATIONALE

The rating downgrade to Ba2 from Ba1 reflects Moody's expectations
that operating performance will remain at lower than historical
levels, despite anticipated improvement. Wood County Hospital
Association's (WCHA)'s increasingly competitive market landscape
and the system's size and scope of operations will constrain
revenue and volume growth. Although improved, significant losses in
WCHA's physician group are expected to continue. Offsetting these
challenges is WCHA's strategic alignment with a large and
independent multi-specialty physician group, which will provide the
organization an opportunity for volume growth. Favorable liquidity
is expected to remain stable in the near term as cash flow will
support moderate capital plans.

RATING OUTLOOK

The stable outlook reflects Moody's opinion that improvements in
operating performance exhibited in the first half of 2019 will
continue. Although it anticipates operating performance to improve
from fiscal 2018, performance is expected to remain at lower than
historical levels.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Material enterprise growth

- Improved and sustained level of financial performance

- Significant improvement of leverage metrics

- Multiyear improvement in utilization metrics

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Inability to sustain improved operating performance as
demonstrated through six months fiscal 2019

- Material reduction in liquidity

- Reduction in volume

- Narrower headroom to debt covenants

LEGAL SECURITY

The Series 2012 bonds are secured by a joint and several gross
revenue pledge of the Obligated Group. Obligated Group members
include Wood County Hospital Association, Wood County Women's Care
of Bowling Green, LLC (an OB/GYN physician practice),Wood Health
Company, LLC (a physician practice), and Falcon Health Center,
LLC.

The Series 2012 bonds are supported by a debt service reserve fund
but a mortgage pledge is not included.

Debt covenants include 1.10 times maximum annual debt service
coverage and 90 days cash on hand. Management reports ample
headroom to both covenants, with maximum annual debt service
coverage of 2.7 times and 281 days cash on hand as of December 31,
2018.

PROFILE

Wood County Hospital Association includes a 196 bed acute care
hospital, a general physician group with 45 providers, an OB/GYN
practice and the student health center on the Bowling Green State
University campus. The hospital offers a variety of inpatient and
outpatient services that include a 24 hour emergency room,
inpatient and outpatient surgery, inpatient ICU, and a sleep lab.


[^] BOND PRICING: For the Week from February 11 to 15, 2019
-----------------------------------------------------------

  Company                  Ticker    Coupon Bid Price   Maturity
  -------                  ------    ------ ---------   --------
Acosta Inc                 ACOSTA     7.750    18.956  10/1/2022
Acosta Inc                 ACOSTA     7.750    17.771  10/1/2022
Alpha Appalachia
  Holdings LLC             ANR        3.250     2.048   8/1/2015
BPZ Resources Inc          BPZR       6.500     3.017   3/1/2015
BPZ Resources Inc          BPZR       6.500     3.017   3/1/2049
Bon-Ton Department
  Stores Inc/The           BONT       8.000     8.250  6/15/2021
Bristow Group Inc          BRS        6.250    20.946 10/15/2022
Bristow Group Inc          BRS        4.500    23.500   6/1/2023
Buckeye Partners LP        BPL        5.500   100.803  8/15/2019
Cenveo Corp                CVO        6.000    25.750   8/1/2019
Cenveo Corp                CVO        8.500     1.346  9/15/2022
Cenveo Corp                CVO        8.500     1.346  9/15/2022
Cenveo Corp                CVO        6.000     0.894  5/15/2024
Cenveo Corp                CVO        6.000    25.750   8/1/2019
Chukchansi Economic
  Development Authority    CHUKCH     9.750    60.000  5/30/2020
Chukchansi Economic
  Development Authority    CHUKCH    10.250    60.236  5/30/2020
Cloud Peak Energy
  Resources LLC / Cloud
  Peak Energy Finance
  Corp                     CLD       12.000    47.003  11/1/2021
Cloud Peak Energy
  Resources LLC / Cloud
  Peak Energy Finance
  Corp                     CLD        6.375    14.478  3/15/2024
DBP Holding Corp           DBPHLD     7.750    39.324 10/15/2020
DBP Holding Corp           DBPHLD     7.750    39.324 10/15/2020
DFC Finance Corp           DLLR      10.500    66.409  6/15/2020
DFC Finance Corp           DLLR      10.500    66.409  6/15/2020
Ditech Holding Corp        DHCP       9.000     9.000 12/31/2024
EP Energy LLC / Everest
  Acquisition Finance Inc  EPENEG     7.750    36.524   9/1/2022
EP Energy LLC / Everest
  Acquisition Finance Inc  EPENEG     7.750    36.524   9/1/2022
EP Energy LLC / Everest
  Acquisition Finance Inc  EPENEG     7.750    36.524   9/1/2022
EXCO Resources Inc         XCOO       7.500    18.985  9/15/2018
EXCO Resources Inc         XCOO       8.500    17.066  4/15/2022
Egalet Corp                EGLT       5.500    10.000   4/1/2020
Energy Conversion
  Devices Inc              ENER       3.000     7.875  6/15/2013
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc         TXU        9.750    38.125 10/15/2019
Fleetwood
  Enterprises Inc          FLTW      14.000     3.557 12/15/2011
HCI Group Inc              HCI        3.875    99.750  3/15/2019
Hexion Inc                 HXN       13.750    36.788   2/1/2022
Hexion Inc                 HXN        7.875    53.750  2/15/2023
Hexion Inc                 HXN        9.200    37.713  3/15/2021
Hexion Inc                 HXN       13.750    36.764   2/1/2022
Homer City Generation LP   HOMCTY     8.137    38.750  10/1/2019
Hornbeck Offshore
  Services Inc             HOS        5.875    56.695   4/1/2020
Hornbeck Offshore
  Services Inc             HOS        5.000    53.024   3/1/2021
Jones Energy
  Holdings LLC / Jones
  Energy Finance Corp      JONE       6.750    11.880   4/1/2022
Jones Energy
  Holdings LLC / Jones
  Energy Finance Corp      JONE       9.250    10.570  3/15/2023
LBI Media Inc              LBIMED    11.500     3.500  4/15/2020
Legacy Reserves LP /
  Legacy Reserves
  Finance Corp             LGCY       8.000    50.294  12/1/2020
Legacy Reserves LP /
  Legacy Reserves
  Finance Corp             LGCY       6.625    40.805  12/1/2021
Lehman Brothers
  Holdings Inc             LEH        1.600     3.326  11/5/2011
Lehman Brothers
  Holdings Inc             LEH        2.070     3.326  6/15/2009
Lehman Brothers
  Holdings Inc             LEH        1.383     3.326  6/15/2009
Lehman Brothers
  Holdings Inc             LEH        1.500     3.326  3/29/2013
Lehman Brothers
  Holdings Inc             LEH        2.000     3.326   3/3/2009
Lehman Brothers
  Holdings Inc             LEH        5.000     3.326   2/7/2009
Lehman Brothers
  Holdings Inc             LEH        4.000     3.326  4/30/2009
Lehman Brothers Inc        LEH        7.500     1.226   8/1/2026
MF Global Holdings Ltd     MF         6.250    14.373   8/8/2016
MF Global Holdings Ltd     MF         9.000    14.375  6/20/2038
MModal Inc                 MODL      10.750     6.125  8/15/2020
Mashantucket Western
  Pequot Tribe             MASHTU     7.350    15.500   7/1/2026
Monitronics
  International Inc        MONINT     9.125    22.283   4/1/2020
Murray Energy Corp         MURREN    11.250    55.258  4/15/2021
Murray Energy Corp         MURREN     9.500    55.571  12/5/2020
Murray Energy Corp         MURREN    11.250    56.135  4/15/2021
Murray Energy Corp         MURREN     9.500    55.571  12/5/2020
Neiman Marcus
  Group Ltd LLC            NMG        8.000    49.659 10/15/2021
Neiman Marcus
  Group Ltd LLC            NMG        8.000    49.667 10/15/2021
Nine West Holdings Inc     JNY        6.125    14.737 11/15/2034
Oldapco Inc                APPPAP     9.000     1.452   6/1/2020
One Call Corp              ONECAL     8.875    48.618 12/15/2021
One Call Corp              ONECAL     8.875    48.618 12/15/2021
PHI Inc                    PHII       5.250    67.536  3/15/2019
Parker Drilling Co         PKD        7.500    54.250   8/1/2020
Pernix Therapeutics
  Holdings Inc             PTX        4.250     0.750   4/1/2021
Pernix Therapeutics
  Holdings Inc             PTX        4.250     0.500   4/1/2021
Powerwave
  Technologies Inc         PWAV       2.750     0.155  7/15/2041
Powerwave
  Technologies Inc         PWAV       1.875     0.155 11/15/2024
Powerwave
  Technologies Inc         PWAV       1.875     0.155 11/15/2024
Principal Life Global
  Funding II               PFG        2.977    99.608  2/22/2019
Renco Metals Inc           RENCO     11.500    24.750   7/1/2003
Rolta LLC                  RLTAIN    10.750    10.013  5/16/2018
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     7.125    34.161  11/1/2020
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     9.233    36.000   8/1/2019
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     7.375    34.124  11/1/2021
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     7.125    33.010  11/1/2020
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     9.233    41.044   8/1/2019
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp             AMEPER     7.375    33.219  11/1/2021
Sanchez Energy Corp        SN         6.125    15.029  1/15/2023
Sanchez Energy Corp        SN         7.750    17.290  6/15/2021
SandRidge Energy Inc       SD         7.500     0.867  2/15/2023
Sears Holdings Corp        SHLD       8.000    10.475 12/15/2019
Sempra Texas Holdings
  Corp                     TXU        5.550    13.500 11/15/2014
Shopko Stores Inc          SKO        9.250     2.550  3/15/2022
SiTV LLC / SiTV
  Finance Inc              NUVOTV    10.375    24.250   7/1/2019
SiTV LLC / SiTV
  Finance Inc              NUVOTV    10.375    19.375   7/1/2019
Sungard Availability
  Services Capital Inc     SUNASC     8.750    14.700   4/1/2022
Sungard Availability
  Services Capital Inc     SUNASC     8.750    19.970   4/1/2022
Synergy
  Pharmaceuticals Inc      SGYP       7.500    53.250  11/1/2019
TerraVia Holdings Inc      TVIA       6.000     4.644   2/1/2018
Toys R Us Inc              TOY        7.375     3.000 10/15/2018
Transworld Systems Inc     TSIACQ     9.500    25.866  8/15/2021
Transworld Systems Inc     TSIACQ     9.500    25.866  8/15/2021
UCI International LLC      UCII       8.625     4.780  2/15/2019
Ultra Resources Inc        UPL        6.875    37.976  4/15/2022
Ultra Resources Inc        UPL        7.125    25.691  4/15/2025
Ultra Resources Inc        UPL        6.875    37.765  4/15/2022
Ultra Resources Inc        UPL        7.125    26.163  4/15/2025
Vistra Energy Corp         VST        8.034   104.017   2/2/2024
Walter Energy Inc          WLTG       8.500     0.834  4/15/2021
Walter Energy Inc          WLTG       9.875     0.834 12/15/2020
Walter Energy Inc          WLTG       9.875     0.834 12/15/2020
Walter Energy Inc          WLTG       9.875     0.834 12/15/2020
Washington Mutual Bank /
  Debt not acquired
  by JPMorgan              WAMU       5.550     0.561  6/16/2010
Westmoreland Coal Co       WLBA       8.750    39.375   1/1/2022
Westmoreland Coal Co       WLBA       8.750    41.107   1/1/2022
iHeartCommunications Inc   IHRT       9.000    68.000 12/15/2019
iHeartCommunications Inc   IHRT      14.000    12.750   2/1/2021
iHeartCommunications Inc   IHRT       7.250    10.750 10/15/2027
iHeartCommunications Inc   IHRT       6.875    10.625  6/15/2018
iHeartCommunications Inc   IHRT      11.250    62.500   3/1/2021
iHeartCommunications Inc   IHRT      14.000    13.000   2/1/2021
iHeartCommunications Inc   IHRT       9.000    68.325 12/15/2019
iHeartCommunications Inc   IHRT       9.000    68.325 12/15/2019
iHeartCommunications Inc   IHRT      14.000    13.000   2/1/2021
iHeartCommunications Inc   IHRT       9.000    68.325 12/15/2019
rue21 inc                  RUE        9.000     1.443 10/15/2021



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***