/raid1/www/Hosts/bankrupt/TCR_Public/190225.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 25, 2019, Vol. 23, No. 55

                            Headlines

1515-GEENERGY: Feb. 26 Meeting Set to Form Creditors' Panel
73 EMPIRE DEVELOPMENT: Case Summary & 2 Unsecured Creditors
ACETO CORP: Feb. 27 Meeting Set to Form Creditors' Panel
AEGEAN MARINE: Aegean Unsecureds to Get 13.6%, Litigation Proceeds
AMERICAN CRYOSTEM: Incurs $294,430 Net Loss in First Quarter

AMYRIS INC: Board Approves Modifications to 2019 Cash Bonus Plan
ANDERSON FARMS: $46K Sale of Equipment to Choice Livestock Approved
ANDREW'S & SON: Unsecureds to Get $792.37 Monthly for 5 Years
ARBORSCAPE INC: $11K Sale of 2011 Chevrolet 2500 to ICSC Approved
ARBORSCAPE INC: $500 Sale of 2000 Bandit 250 to Cambium Approved

ARSENAL ENERGY: Seeks to Hire Prime Clerk as Administrative Advisor
BEAVEX HOLDING: Feb. 27 Meeting Set to Form Creditors' Panel
BODY CONTOUR: Case Summary & 30 Largest Unsecured Creditors
BOWMAN DAIRY: Proposed Schrader Auction of All Assets Approved
BRETHREN VILLAGE: Fitch Affirms BB+ Ratings on 2017/2015 Bonds

BROOKFIELD PROPERTY: Bank Debt Trades at 4% Off
BROOKINS TRACTOR: April 3 Plan Confirmation Hearing
BUCK SPRINGS: March 26 Plan Confirmation Hearing
BWR LLC: Modifies Asset Values in Liquidation Analysis
C&M PLASTICS: Case Summary & 20 Largest Unsecured Creditors

C.D. HALL: Court Approves Disclosure Statement, Confirms Plan
CAMBER ENERGY: Regains Compliance with NYSE Listing Standards
CAPITOL STATION 65: TNA Not Obligated to Pay SIM Loan Extension Fee
CARROLS RESTAURANT: S&P Places 'B-' ICR on CreditWatch Positive
CENTURYLINK INC: Bank Debt Trades at 3% Off

CHAMPION BLDRS: $2K Sale of 2012 Boat Mate Trailer Approved
CHAMPION BLDRS: $3.3K Sale of 2006 Gooseneck Dump Trailer Okayed
CHAMPION BLDRS: $4.1K Sale of 2015 Load Trail Hydraulic Trailer OKd
CHAMPION BLDRS: $7.5K Sale of 2014 Harley-Davidson Motorcycle OK'd
CHAMPION BLDRS: $9.2K Sale of 2004 Ford F-350 to Blankenship Okayed

CHARLOTTE RUSSE: Has Interim Order to Commence Store-Closing Sales
CHOBANI GLOBAL: Bank Debt Trades at 4% Off
CLARION EVENTS: Bank Debt Trades at 4% Off
CLINTON MAHONEY: $190K Sale of Clarendon Hills Property Approved
COMSTOCK RESOURCES: Reports Q4 2018 Financial & Operating Results

CORETECH INDUSTRIES: $550K Sale of All Assets to SMS group Approved
CORETECH INDUSTRIES: March 25 Plan Confirmation Hearing
COURTSIDE CONDOMINIUMS: March 8 Plan Confirmation Hearing
COVIA HOLDINGS: Bank Debt Trades at 18% Off
CREATIVE LEARNING: Seeks to Hire RECS OF NY as Broker

DEVORSHIA RUSSELL: SESH Bid to Transfer ARS Suit to Texas Ct. Nixed
DONCASTERS FINANCE: Bank Debt Trades at 9% Off
EASTMAN KODAK: Names Jim Continenza Executive Chairman
ERNEST VICKNAIR: $20K Sale of 10% Interest in Hamilton Withdrawn
EYEPOINT PHARMACEUTICALS: Secures Up to $60 Million Debt Facility

FANNIE MAE: Reports $15.95 Billion Net Income for 2018
FELCOR LODGING: S&P Withdraws 'B+' Issuer Credit Rating
FLORA CITY, IL: Moody's Alters Outlook on Ba1 Rating to Negative
FULLBEAUTY BRANDS: Hires Prime Clerk as Administrative Advisor
FULLBEAUTY BRANDS: Seeks to Hire Kirkland & Ellis as Legal Counsel

FULLBEAUTY BRANDS: Taps AlixPartners as Financial Advisor
GREATER LEWISTOWN: Plan Confirmation Hearing Set for April 11
HOLLAND & BARRETT: Bank Debt Trades at 11% Off
HOME TRUST: S&P Raises ICR to 'BB+' on Very Strong Capitalization
HOOK LINE: Taps Hanrahan & Associates as Valuation Expert

ICON CONSTRUCTION: Hires Joyce W. Lindauer as Counsel
ICON CONSTRUCTION: Seeks Authority to Use BOKF Cash Collateral
INPIXON: Has 6.5M Shares of Common Stock Outstanding as of Feb. 22
INTERNATIONAL IRON: Feb. 18-23 Live Ritchie Auction of Assets OK'd
IQOR US: Bank Debt Trades at 6% Off

JOSEPH PORADA: $125K Sale of Des Plaines Condo Unit 312 Approved
LIMETREE BAY: Moody's Cuts Rating on $465MM Secured Term Loan to B1
LUCID ENERGY: Moody's Alters Outlook on B2 CFR to Stable
MACDONALD DETTWILER: Bank Debt Trades at 15% Off
MCDERMOTT INTERNATIONAL: Bank Debt Trades at 5% Off

MULTI-COLOR CORP: S&P Cuts Long-Term ICR to 'B+', Outlook Negative
NATURE'S BOUNTY: Bank Debt Trades at 6% Off
NEIMAN MARCUS: Bank Debt Trades at 11% Off
NEOVIA LOGISTICS: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
NEW ENGLAND MOTOR: Held Feb. 21 Meeting to Form Creditors' Panel

NEWNAN HOUSING AUTHORITY, GA: S&P Cuts 2005 Rev Bond Rating to 'B'
NICHOLS BROTHERS: $1.1M Sale of NBI Oil/Gas Leases to Marathon OK'd
NIVOL BREWERY: $125K Sale of Brewery Equipment to Azalea Approved
NORTHERN POWER: Alexander Ellis Quits as Director
NORVIEW BUILDERS: April 3-4 Hearing on Plan, Disclosure Statement

NPC INT'L: Bank Debt Trades at 7% Off
OFFICE UPRISING: Case Summary & 11 Unsecured Creditors
OLEUM EXPLORATION: Seeks to Hire Kurtzman Steady as Legal Counsel
ONE CALL: S&P Lowers ICR to 'SD' Following Distressed Exchange
OPAL ACQUISITION: Bank Debt Trades at 14% Off

OPTIMIZED LEASING: April 10 Disclosure Statement Hearing
OWENS & MINOR: S&P Affirms 'B' ICR on Credit Agreement Amendment
PEAK 10: Bank Debt Trades at 7% Off
PERNIX SLEEP: March 1 Meeting Set to Form Creditors' Panel
PETSMART INC: Bank Debt Trades at 15% Off

PIONEER ENERGY: Reports $49.01 Million Net Loss for 2018
PRAIRIE ECI: S&P Assigns 'B+' ICR, Outlook Positive
QEP RESOURCES: Fitch Alters Outlook on BB- IDR to Watch Evolving
RENNOVA HEALTH: Reports Preliminary 2018 Revenue of $15.3 Million
REYES P. ALONZO: Unsecured Creditor to Receive 100% in 24 Months

RGB LLC: DOJ Watchdog Directed to Appoint Chapter 11 Trustee
RIVERBED TECHNOLOGY: Bank Debt Trades at 9% Off
SALSGIVER INC: Court Denies Approval of Disclosure Statement
SAM KANE BEEF: $1.5M Sale of All Assets to JDH Capital Approved
SCIENTIFIC GAMES: Posts Net Income of $206.8 Million in Q4

SPANISH BROADCASTING: Reports Prelim. Q4 & Full Year 2018 Results
SPECTRUM HOLDINGS: S&P Affirms 'B' ICR on Expected M&A Activity
SYNIVERSE TECHNOLOGIES: Bank Debt Trades at 7% Off
TALLGRASS ENERGY: S&P Affirms 'BB+' ICR on Blacktstone Acquisition
THOMAS O. EIFLER: $713K Sale of Book of Business to Successors OK'd

THOMASTON HOUSING AUTHORITY GA: S&P Cuts 2004 Rev Bond Rating to B
TSI TELECOMMUNICATION: Bank Debt Trades at 7% Off
UNITED CHARTER: Taps Realty Executives as Lease Listing Broker
UNITED METHODIST: Case Summary & 20 Largest Unsecured Creditors
UNITI GROUP: Fitch Cuts LT IDR to B+ & Alters Outlook to Negative

UNITI GROUP: S&P Cuts ICR to 'CCC-', Outlook Negative
USA COMPRESSION: Fitch Rates New Unsec. Notes Due 2027 'BB-/RR4'
USA COMPRESSION: Moody's Rates New $500MM Unsec. Notes Due 2027 B3
VANGUARD NATURAL: Receives Noncompliance Notice from OTC Markets
WEATHERFORD INTERNATIONAL: Will Hold its Annual Meeting on June 25

WEB.COM GROUP: $3.5-Bil. Bank Debt Trades at 3% Off
Y&M RENTAL: Voluntary Chapter 11 Case Summary
YORK RISK: $555MM Bank Debt Trades at 6% Off
YORK RISK: $60MM Bank Debt Trades at 6% Off

                            *********

1515-GEENERGY: Feb. 26 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, will hold an
organizational meeting on Feb. 26, 2019, at 10:00 a.m. in the
bankruptcy case of 1515-GEEnnergy Holding Co. LLC, et al.

The meeting will be held at:

        Delaware State Bar Association
        405 King Street, 2nd Floor
        Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                  About Great Eastern Energy

With its headquarters in Brooklyn, New York, BBPC LLC, doing
business as Great Eastern Energy, provides energy commodities to
retail customers.  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.

1515-GEEnergy Holding Co. LLC owns 100% of the equity in BBPC.

1515-GEEnergy Holding Co. LLC and BBPC LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 19-10303 and 19-10304) on Feb.
14, 2019.

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

The Hon. Kevin J. Carey is the case judge.

The Debtors tapped Klehr Harrison Harvey Branzburg LLP as
bankruptcy counsel; McLaughlin & Stern, PLLC as co-counsel;
Glassratner Advisory & Capital Group, LLC as financial advisor; and
Omni Management Group, Inc., as claims and noticing agent.


73 EMPIRE DEVELOPMENT: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: 73 Empire Development LLC
        116 Nostrand Ave
        Brooklyn, NY 11205

Business Description: 73 Empire Development is a privately held
                      company in Brooklyn, New York that is
                      engaged in activities related to real
                      estate.  The Company has executed a ground
                      lease on 73 Empire Blvd, Brooklyn, New York.
                      The current value of the Debtor's interest
                      in the Property is $6 million based on
                      informal market valuation.

Chapter 11 Petition Date: February 21, 2019

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

Case No.: 19-22285

Judge: Hon. Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  800 Third Avenue, 11th Floor
                  New York, NY 10022
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Total Assets: $6,100,000

Total Liabilities: $2,808,285

The petition was signed by David Goldwasser, authorized signatory
of GC Realty Advisors, managing member.

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

          http://bankrupt.com/misc/nysb19-22285.pdf


ACETO CORP: Feb. 27 Meeting Set to Form Creditors' Panel
--------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, will hold an
organizational meeting on Feb. 27, 2019, at 10:00 a.m. in the
bankruptcy case of Aceto Corporation, et al.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                        About ACETO Corp.

ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused
on the global marketing, sale and distribution of Human Health
products (finished dosage form generics and nutraceutical
products), Pharmaceutical Ingredients (pharmaceutical intermediates
and active pharmaceutical ingredients) and Performance Chemicals
(specialty chemicals and agricultural protection products).

The Company employs approximately 180 people.

With business operations in nine countries, ACETO distributes over
1,100 chemical compounds used principally as finished products or
raw materials in the pharmaceutical, nutraceutical, agricultural,
coatings and industrial chemical industries. ACETO's global
operations, including a staff of 25 in China and 12 in India, are
distinctive in the industry and enable its worldwide sourcing and
regulatory capabilities.

Aceto Corporation and 8 affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019.

ACETO disclosed assets of $753,159,000 and liabilities of
$702,848,000 as of Dec. 31, 2018.

The Hon. Vincent F. Papalia is the case judge.

The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons &
Simmons as foreign counsel; PJT Partners LP is the investment
banker and financial advisor; AP Services LLC as restructuring
advisor and provider of the CRO; and Prime Clerk LLC is the claims
and noticing agent.


AEGEAN MARINE: Aegean Unsecureds to Get 13.6%, Litigation Proceeds
------------------------------------------------------------------
Aegean Marine Petroleum Network Inc. and its debtor affiliates
filed a revised disclosure statement disclosing, among other
things, that the Plan has the support of the official committee of
unsecured creditors, Mercuria, and consenting unsecured noteholders
holding 64% of the principal amount outstanding of the unsecured
notes, and Amex.

Class 4B - General Unsecured Claims against All Other Debtors.
Projected amount is $7.1 million and projected recovery is 100%.
Payment in full in Cash by the Reorganized Debtors on the later of
the Effective Date or in the ordinary course or such other
treatment as agreed to by the applicable Debtor but subject in each
case to Mercuria's reasonable consent or the applicable Reorganized
Debtor rendering such Claim Unimpaired.

Class 4A - Aegean Unsecured Claims are impaired. Projected amount
is $294.5 million and projected recovery is 13.6%, plus the
distributions, if any, from the Litigation Trust. Pro Rata share of
the Aegean Unsecured Claims Cash Pool and the Class A Litigation
Trust Units.

Class 5 - Intercompany Claims are impaired/unimpaired. Projected
recovery is 100%/0%. As determined by the Debtors and Mercuria, or
the Reorganized Debtors, as applicable, either Reinstated or
canceled and released (including by way of capital contribution)
without any distribution on account of such Claims.

Class 6 - Intercompany Interests are impaired/unimpaired. Projected
recovery is 100%/0%. As determined by the Debtors and Mercuria, or
the Reorganized Debtors, as applicable, either Reinstated or
canceled and released without any distribution on account of such
Interests.

Class 7 - Section 510(b) Claims are impaired. Pro Rata share of
Class B Litigation Trust Units provided, that for purposes of
receiving the treatment provided herein, each Holder shall be
treated as if such Holder held a number of Allowed Class 8 Aegean
Interests equal in value (determined based on the Aegean Interest
Distribution Value) to the amount of its Allowed Section 510(b)
Claim.

Class 8 - Interests in Aegean are impaired with projected amount
Approximately 53.19 million shares. Pro Rata share of Class B
Litigation Trust Units.

The distributions under the Plan will be funded by the following
sources of cash and consideration: (i) Cash on hand, proceeds of
the DIP Facilities, and/or Cash funded by Mercuria; (ii) the
issuance and distribution of Reorganized Aegean Equity Interests
and Litigation Trust Interests; and (iii) proceeds from the Exit
Facility (if any).

A redlined version of the Revised Disclosure Statement dated
February 13, 2019, is available at:

         http://bankrupt.com/misc/nysb19-1813374mew-362.pdf

             About Aegean Marine Petroleum Network

Aegean Marine Petroleum Network Inc. -- http://www.ampni.com/-- is
an international marine fuel logistics company that markets and
physically supplies refined marine fuel and lubricants to ships in
port and at sea.  The Company procures product from various sources
(such as refineries, oil producers, and traders) and resells it to
a diverse group of customers across all major commercial shipping
sectors and leading cruise lines.  Currently, Aegean has a global
presence in more than 30 markets and a team of professionals ready
to serve its customers wherever they are around the globe.

Aegean Marine Petroleum Network Inc., et al., sought bankruptcy
protection on Nov. 6, 2018 (Bankr. D. Del. Lead Case No. Case No.
18-13374).  The jointly administered cases are pending before Judge
Hon. Michael E. Wiles.

In the petition signed by Spyridon Fokas, general counsel and
secretary, Aegean Marine estimated assets of $1 billion to $10
billion and total liabilities of $500 million to $1 billion.

The Debtors tapped Kirkland & Ellis International LLP as general
counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP,
as restructuring advisor; Epiq Bankruptcy Solutions, LLC, as claims
agent.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Nov. 15, 2018.  The committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel.


AMERICAN CRYOSTEM: Incurs $294,430 Net Loss in First Quarter
------------------------------------------------------------
American Cryostem Corporation has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $294,430 on $115,391 of total revenues for the three
months ended Dec. 31, 2018, compared to a net loss of $554,393 on
$539,266 of total revenues for the three months ended Dec. 31,
2017.

As of Dec. 31, 2018, American Cryostem had $1.29 million in total
assets, $2.20 million in total liabilities, and a total
shareholders' deficit of $907,336.

As of Dec. 31, 2018, the Company had a cash balance of $27,225 a
decrease of $41,095 since Sept. 30, 2018, its fiscal year end.
Operations used $134,418 of its cash.  The Company used $31,251 in
cash for investments including $25,679 for the purchase of lab
equipment and $5,572 in patent development and maintenance.  The
main sources of cash provided by financing activities including new
equity issuances and an additional loan from ACS Global, Inc. and
from licensing fees during the three months ended Dec. 31, 2018.

The Company's accounts receivable increased to $302,178 at Dec. 31,
2018 from $217,318 at Sept. 30, 2018 mainly due from Baoxin for
licensing fees.  Convertible debt decreased to $347,143 as more of
its debenture holders converted to shares.

"The Company will continue to focus on its financing and investment
activities but should we be unable to raise sufficient funds, we
will be required to curtail our operating plans if not cease them
entirely.  We cannot assure you that we will generate the necessary
funding to operate or develop our business.  In the event that we
are able to obtain the necessary financing to move forward with our
business plan, we expect that our expenses will increase
significantly as we attempt to grow our business. Accordingly, the
above estimates for the financing required may not be accurate and
must be considered in light these circumstances," the Company
stated in the SEC filing.

A full-text copy of the Form 10-Q is available for free at:

                       https://is.gd/TsQPn0

                   Quarterly Report Filing Delay

American CryoStem was unable to file its Quarterly Report on Form
10-Q for the period ended Dec. 31, 2018, in a timely manner because
the compilation, dissemination and review of the information
required to be presented in the Form 10-Q could not be completed
and filed by Feb. 14, 2019, without undue hardship and expense to
the Company.

                      About American CryoStem

Eatontown, New Jersey-based American CryoStem Corporation (OTC:
CRYO), founded in 2008, is a biotechnology company, standardizing
adipose tissue (fat) derived technologies (Adult Stem Cells) for
the fields of Regenerative and Personalized Medicine.  The Company
operates a state-of-art, FDA-registered, laboratory in New Jersey
and licensed laboratories in Hong Kong, Bangkok, Thailand, China
and Tokyo, Japan, which operate on its proprietary platform,
dedicated to the collection, processing, bio-banking, culturing and
differentiation of adipose tissue and adipose derived stem cells
(ADSCs) for current or future use in regenerative medicine. CRYO
maintains a strategic portfolio of intellectual property (IP) that
surrounds its proprietary technology which supports a growing
pipeline of stem cell applications and biologic products.  The
Company is leveraging its platform and a developed product
portfolio to create a global footprint of licensed laboratory
affiliates, domestic and international physicians networks and
research organizations who purchase tissue collection, processing
and storage consumables from CRYO.  The Company has also secured a
number of online domain names relevant to its business, including
http://www.americancryostem.com/and
http://www.acslaboratories.com/

American CryoStem reported a net loss of $1.49 million on $1.10
million of total revenues for the year ended Sept. 30, 2018,
compared to a net loss of $1.22 million on $1.86 million of total
revenues for the year ended Sept. 30, 2017.  As of Sept. 30, 2018,
American CryoStem had $1.26 million in total assets, $1.96 million
in total liabilities, and a total shareholders' deficit of
$700,446.

Fruci & Associates II, PLLC, the Company's auditor since 2017,
issued a "going concern" opinion in tis report on the consolidated
financial statements for the year ended Sept. 30, 2018, citing that
the Company has incurred significant losses since inception. This
factor raises substantial doubt about the Company's ability to
continue as a going concern.  The Company plans to continue to fund
its operations through fundraising activities in fiscal 2019 to
fund future operations and business expansion.


AMYRIS INC: Board Approves Modifications to 2019 Cash Bonus Plan
----------------------------------------------------------------
As previously reported, on Nov. 8, 2018, the Leadership Development
and Compensation Committee of the Board of Directors of Amyris,
Inc. approved a 2019 cash bonus plan that included the cash bonus
plan for the Company's executive officers, including the Company's
chief executive officer, chief financial officer and other "named
executive officers" set forth in the Company's Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 27, 2018.

On Feb. 19, 2019, the Committee approved certain modifications to
the Bonus Plan.  The Amended Bonus Plan provides the following
structure for executives:

   * General Structure. The Amended Bonus Plan provides for
     funding and payout of cash bonus awards based on quarterly
     and annual performance during 2019.  The funding of the
     Amended Bonus Plan for each bonus period is based on the
     Company's performance under certain metrics set by the
     Committee for each quarter and for the year.  Payouts under
     the Amended Bonus Plan would occur following a review of the
     Company's results and performance for each quarter and for
     the year and the executive officers' individual performance
     results at the end of the year.

   * Funding Levels and Performance Metrics. The total funding
     possible under the Amended Bonus Plan is based on a cash
     value determined by the executive officers' target bonus
     levels.  Target bonus levels for the Company's executive
     officers vary by officer, but are generally set between 50%
     and 100% of annual base salary.  The aggregate amount of
     these target bonuses are the basis for the total potential
     funding of the Amended Bonus Plan.  The quarterly and annual
     funding of the Amended Bonus Plan is based on achievement of
     the following Company performance metrics for the applicable
     quarter and full year 2019, respectively: GAAP revenue
    (weighted 100% for each quarterly period and 50% for the
     annual period), operating expenses (weighted 30% for the
     annual period) and earnings before interest, tax,
     depreciation and amortization (weighted 20% for the annual
     period).  For each quarterly period and for the annual period

     of the Amended Bonus Plan, "threshold," "target" and
     "superior" performance levels are set for each applicable
     performance metric based on the Company's historical
     performance and current operating plan, which performance
     levels are intended to capture the relative difficulty of
     achievement of that metric.

   * Funding Calculation. For each of the four quarterly periods
     of the Amended Bonus Plan, the Amended Bonus Plan allocates
     12.5% of the total Target Bonus Fund.  For the annual period
     of the Amended Bonus Plan, the Amended Bonus Plan allocates
     50% of the total Target Bonus Fund.  Funding for a given
     Amended Bonus Plan period is based on the weighted average
     achievement level of the applicable performance metrics
     described above that achieve at least the "threshold"  
     performance level for such period.  If the Company does not
     achieve at least a 50% weighted average achievement level of
     the applicable performance metrics described above for a
     given Amended Bonus Plan period, no funding would occur under

     the Amended Bonus Plan for such period.  If the Company
     achieves the funding threshold level, 50% funding would
     occur.  For a weighted average achievement between the
     funding threshold level and "target" level, a pro rata
     increase in funding would occur up to 100% of the Target
     Bonus Fund for the applicable Amended Bonus Plan period.  For
     weighted average achievement above the target level, an
     increase in funding of 1.67% for every 1% above target
     performance would occur up to 150% of the Target Bonus Fund
     for such period.

   * Payouts. Any payouts for the quarterly periods of the Amended

     Bonus Plan would be the same as the funded level based on
     Company performance (provided the recipient meets eligibility

     requirements), subject to the final discretion of the
     Committee.  Payouts for the annual period of the Amended
     Bonus Plan would be made from the aggregate funded amount in
     the discretion of the Committee based on Company and
     individual performance, and could range from 0% to 200% of an

     individual's funded amount for the annual Amended Bonus Plan
     period.

The Committee has also approved cash bonus awards for the Company's
fiscal year ended Dec. 31, 2018 to the NEOs, which included a cash
bonus award to John Melo, the Company's president and chief
executive officer, in the amount of $224,280.

                         About Amyris, Inc.

Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets.  The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients.  The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes.  The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.

The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, 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 current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.

Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016, and $217.95 million in 2016.  As of Sept. 30,
2018, Amyris had $122.7 million in total assets, $323.3 million in
total liabilities, $5 million in contingently redeemable common
stock, and a total stockholders' deficit of $205.6 million.


ANDERSON FARMS: $46K Sale of Equipment to Choice Livestock Approved
-------------------------------------------------------------------
Judge Jooseph M. Meier of the U.S. Bankruptcy Court for the
District of Ohio authorized Anderson Farms, Inc.'s sale of Kenworth
TK Truck, Semi 1NKDL00X88J232940, and Supreme 1200T Feed
Wagon/Mixer OTM12028, to Choice Livestock Transportation, Inc. for
$46,000.

A hearing on the Motion was held on Feb. 4, 2019.

Any net proceeds will be paid over to Newtek Small Business
Finance, LLC, estimated at $464.  The payment will resolve Newtek's
objection.

                       About Anderson Farms

Anderson Farms, Inc. -- https://www.andersonfarms.org/ -- operates
a specialized freight trucking business providing a wide range of
services to the agricultural industry that suit the needs and
requirement of transporting feed to dairies and feedlots.  It is
headquartered in Burley, Idaho.  

Anderson Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 18-40360) on April 30, 2018.  In the
petition signed by Cameron Smith, director, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.  Judge Joseph M. Meier oversees the case.  MAYNES TAGGART
PLLC is the Debtor's counsel.


ANDREW'S & SON: Unsecureds to Get $792.37 Monthly for 5 Years
-------------------------------------------------------------
Andrew's & Son Tradings Inc., DBA Beston Shoes, filed a Chapter 11
plan of reorganization and accompanying disclosure statement.

Class 9 - General unsecured claims are impaired. Total amount of
claim is $2,377,121.00. Class 9 claims will get monthly payment of
$792.37 pro rata to each Creditor proportionally to their claims.
Payment begin on first day of the month following the Effective
Date and end 5 years from Effective Date. Total payout is
$47,542.42 or estimated to pay approximately 2% to all unsecured
creditors, whichever is less.

Class 1 - Secured claim of First General Bank are impaired with
total allowed claim $100,894.08. Monthly payment of $1,185.00
beginning on first day of the month following the effective date
and ends 10 years from effective date. Total payout 100% or
$142,200.00. Lien retains its first priority status until claim is
paid in full.

Class 2 - Secured claim of Amazon Capital Services, Inc. are
impaired with a total allowed claim $477,488.27. Monthly payment
$4,416.00 beginning on the first day of the month following the
effective date and ends 12 years from effective date. Total payout
is 100% or $635,939.00. Lien retains its Second priority status
until claim is paid in full.

Class 3 - Secured claim of First General Bank are impaired with
total allowed claim $73,991.14. Monthly payment $863.4 beginning
date on the first day of the month following the effective date and
ends 10 years from Effective Date. Total payout is 100% or
$104,160.00. Lien retains its  third priority status until claim is
paid in full.

Class 4 - Secured claim of Kings Cash Group are impaired with total
allowed claim $249,512.85. Claim will be treated as fully unsecured
and paid as a general unsecured claim under Class #9. Payment
begins on effective date and ends 5 years from Effective Date.

Class 5 - Secured claim of EBF Partners, LLC, dba Everest Business
Funding and Corporation Service Company, are impaired with a total
allowed claim $246,734.40. Claim will be treated as fully unsecured
and paid as a general unsecured claim under Class # 9. Payment
begins effective date and end 5 years from effective date.

Class 6 - Secured claim of Ally Financial are impaired with total
allowed Claim $20,178.97 minus adequate protection payments made
toward the principal balance through the Effective Date which are
estimated to total $2,625.00. Monthly payment $490.00 beginning on
effective date and ends  earlier of November 1, 2022 or the date in
which the Claim is paid in full.Total payout is 100% or $23,514.00.
Lien retains its first priority status until claim is paid in
full.

Class 7 - Secured claim of JP Morgan Chase Bank, N.A. are impaired
with total allowed claim $47,414.57 minus adequate protection
payments made toward the principal balance through the effective
date which are estimated to total $3,600.00. Monthly payment of
$895.0 beginning on 15th day of the month following the effective
date and ends earlier of 60 months after the Effective Date or the
date in which the Claim is paid in full. Total payout is 100% or
$52,704.13. Lien retains its first priority status.

Class 8 - Secured claim of Hong Kong Motors are impaired with a
total allowed Claim $4,500.00. Monthly payment of $53.00 beginning
date on the first day of the month following the Effective Date and
ends 60 months after the Effective Date. Total payout 100% of
secured portion of the claim $3,210.0. Lien retains its first
priority status as to the secured portion of the claim until paid
in full.

Class 8b - Secured claim of New Commercial Capital are impaired.
The Debtor cannot determine any loan or monies owed to New
Commercial Capital and no claim has been filed by New Commercial
Capital.

Class 8c - Secured claim of Corporation Service Company are
impaired. The Debtor cannot determine any loan or monies owed to
CSC and no claim has been filed by CSC.

Class 8d - Secured claim of Bank of the West. The Debtor cannot
determine any loan or monies owed to Bank of the West and no claim
has been filed by Bank of the West.

The Debtor generates income through its men and women's shoes
wholesale business. The revenues received will be used to fund the
plan.

A full-text copy of the Disclosure Statement dated February 13,
2019, is available at https://tinyurl.com/yxehayk3 from
PacerMonitor.com at no charge.

              About Andrew's & Son Tradings

Andrew's & Son Tradings Inc., d/b/a Beston Shoes, is in the
footwear and athletic shoes business.

Andrew's & Son Tradings filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-18022) on July 13, 2018.  The petition was signed
by Jiazheng Lu, president.  The case is assigned to Judge Ernest M.
Robles.  The Debtor is represented by Christopher J. Langley, Esq.
at Law Offices of Langley & Chang.  At the time of filing, the
Debtor reported total $1.04 million in assets and $3.35 million in
debt.


ARBORSCAPE INC: $11K Sale of 2011 Chevrolet 2500 to ICSC Approved
-----------------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado authorized ArborScape, Inc.'s private sale of
a 2011 Chevrolet 2500, VIN No. 1GC2KXCG8BZ205973, to Iron Cross
Services Co. for $11,000, cash.

The Debtor may use the proceeds to pay all necessary costs of sale,
including any applicable sales tax, the secured claim of Landmark
Financial Corp.in accordance with Exhibit A to the Motion, and the
secured claim of the Internal Revenue Service.

The sale is free and clear of all liens, claims and encumbrances,
such liens, claims, and encumbrances to attach to the proceeds of
the sale.

                     About Arborscape, Inc.

ArborScape, Inc., is a Colorado-based company dedicated to
providing sustainable landscapes for its clients by promoting the
art and science of horticulture using environmentally friendly
products and services.  It offers tree trimming and removal
services, tree spraying, lawn and tree care services.  The company
was founded in 1995.

ArborScape sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018.  In the
petition signed by David Merriman, president, the Debtor disclosed
$1.63 million in assets and $1.54 million in liabilities.  Judge
Joseph G. Rosania Jr. oversees the case.  Kutner Brinen, P.C., is
the Debtor's counsel.


ARBORSCAPE INC: $500 Sale of 2000 Bandit 250 to Cambium Approved
----------------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado authorized ArborScape, Inc.'s private sale of
a 2000 Bandit 250, VIN 24917, to Cambium Tree Care Specialists for
$500, cash.

The Debtor may use the proceeds to pay all necessary costs of sale,
including any applicable sales tax and the secured claim of
Landmark Financial Corp.

The sale is free and clear of all liens, claims and encumbrances,
such liens, claims, and encumbrances to attach to the proceeds of
the sale.

                      About Arborscape, Inc.

ArborScape, Inc., is a Colorado-based company dedicated to
providing sustainable landscapes for its clients by promoting the
art and science of horticulture using environmentally friendly
products and services.  It offers tree trimming and removal
services, tree spraying, lawn and tree care services.  The company
was founded in 1995.

ArborScape sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018.  In the
petition signed by David Merriman, president, the Debtor disclosed
$1.63 million in assets and $1.54 million in liabilities.  Judge
Joseph G. Rosania Jr. oversees the case.  Kutner Brinen, P.C., is
the Debtor's counsel.



ARSENAL ENERGY: Seeks to Hire Prime Clerk as Administrative Advisor
-------------------------------------------------------------------
Arsenal Energy Holdings LLC seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to hire Prime Clerk
LLC as its administrative advisor.

Prime Clerk will provide these services:

     (a) assist the Debtor in the solicitation, balloting and
tabulation of votes, prepare any related reports in support of
confirmation of a Chapter 11 plan, and process requests for
documents;

     (b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;

     (c) assist in the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs;

    (d) provide a confidential data room, if requested; and

    (e) manage and coordinate any distributions pursuant to the
plan.

Prime Clerk will be paid at these hourly rates:

     Director of Solicitation                $210
     Solicitation Consultant                 $190
     COO and Executive VP               No charge
     Director                         $175 - $195
     Consultant/Senior Consultant      $65 - $165
     Technology Consultant              $35 - $95
     Analyst                            $30 - $50

Benjamin Steele, a partner at Prime Clerk, assured the court that
Prime Clerk is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                          About Arsenal Resources

Arsenal Resources -- http://www.arsenalresources.com/-- is an
independent exploration and production company headquartered in
Pittsburgh, Pennsylvania that is engaged in the acquisition,
exploration, development and production of natural gas in the
Appalachian Basin.  Through the strategic employment of select
technologies, the company achieves continuous improvement in
efficiencies and production results.

Arsenal Energy Holdings, LLC, formerly known as Mountaineer Energy
Holdings, LLC, filed a voluntary Chapter 11 petition (Bankr. D.
Del. Case No. 19-10226) on February 4, 2019.  At the time of the
filing, the Debtor had $500 million to $1 billion in estimated
assets and liabilities.

The Debtor tapped Simpson Thacher & Bartlett LLP and Young Conaway
Stargatt & Taylor, LLP as its legal counsel.


BEAVEX HOLDING: Feb. 27 Meeting Set to Form Creditors' Panel
------------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, will hold an
organizational meeting on Feb. 27, 2019, at 10:00 a.m. in the
bankruptcy case of BeavEx Holding Corporation.

The meeting will be held at:

        Delaware State Bar Association
        405 King Street, 2nd Floor
        Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                      About BeavEx Holding

Founded in 1989, BeavEx Incorporated -- https://beavex.com -- and
its affiliates are providers of ground and air transportation,
warehousing and courier services, providing "last mile" delivery
services, often consisting of controlled substances or otherwise
highly sensitive materials to over 800 customers nationwide.  The
Company is headquartered in Atlanta, Georgia and employ 369 people.


BeavEx Holding Corporation and four of its affiliates filed for
bankruptcy on February 18, 2019 (Bankr. D. Del., Lead Case No.
19-10316). The petition was signed by Donald Van der Wiel, chief
restructuring officer.

The Hon. Laurie Selber Silverstein presides over the cases.

The Debtors have $10 million to $50 million in estimated assets and
$50 million to $100 million in estimated liabilities.

Young Conaway Stargatt & Taylor, LLP serves as counsel to the
Debtors.  Stretto acts as claims and noticing agent.


BODY CONTOUR: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Twenty-eight affiliates that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                        Case No.
    ------                                        --------
    Body Contour Ventures, LLC (Lead Case)        19-42510
       dba LightRx
       dba LightRx Face & Body
    34405 W. 12 Mile Road, Suite 200
    Farmington Hills, MI 48331

    BCA Acquisitions, LLC                         19-42511
    American Aesthetic Equipment, LLC             19-42512
    Knoxville Laser Spa LLC                       19-42513
    LRX Alexandria, LLC                           19-42514
    LRX Birmingham, LLC                           19-42515
    LRX Charlotte, LLC                            19-42516
    LRX Chicago, LLC                              19-42517
    LRX Colorado Springs, LLC                     19-42518
    LRX Dearborn, LLC                             19-42519
    LRX East Lansing, LLC                         19-42520
    LRX Grand Blanc, LLC                          19-30413
    LRX Hoffman Estates, LLC                      19-42521
    LRX Las Vegas Summerlin, LLC                  19-42522
    LRX Mesa, LLC                                 19-42523
    LRX Naperville, LLC                           19-42524
    LRX Novi, LLC                                 19-42525
    LRX Orland Park, LLC                          19-42526
    LRX Plymouth-Canton, LLC                      19-42527
    LRX Stone Oak, LLC                            19-42528
    LRX Towson, LLC                               19-42530
    LRX Troy, LLC                                 19-42531
    Premier Laser Spa of Greenville LLC           19-42532
    Premier Laser Spa of Indianapolis LLC         19-42533
    Premier Laser Spa of Louisville LLC           19-42534
    Premier Laser Spa of Pittsburgh LLC           19-42535
    Premier Laser Spa of St. Louis LLC            19-42536
    Premier Laser Spa of Virginia LLC             19-42537

Business Description: LightRx -- https://www.lightrx.com -- is a
                      personal care services provider specializing
                      in medical weight loss, body contouring,
                      laser lipo, cellulite reduction, skin
                      tightening, skin resurfacing, laser hair
                      removal, among others.  The Company has
                      locations in Arizona, Colorado, Illinois,
                      Indiana, Kentucky, Maryland, Michigan,
                      Minnesota, Missouri, Nevada, North Carolina,

                      Pennsylvania, South Carolina, Tennessee,
                      Virginia, and Wisconsin.

Chapter 11 Petition Date: February 22, 2019

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Phillip J. Shefferly

Debtors' Counsel: Scott A. Wolfson, Esq.
                  WOLFSON BOLTON PLLC  
                  3150 Livernois, Suite 275
                  Troy, MI 48083
                  Tel: (248) 247-7103
                  Fax: (248) 247-7099
                  E-mail: swolfson@wolfsonbolton.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Richard C. Morgan, manager.

A full-text copy of Body Contour's petition is available for free
at:

          http://bankrupt.com/misc/mieb19-42510.pdf

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Cynosure, Inc.                       Trade Debt         $5,904,684
c/o Jaffe Raitt Heuer & Weiss
27777 Franklin Rd., Ste. 2500
Southfield, MI 48034
Attn: Paul R. Hage
Tel: (248) 351-3000
Email: phage@jaffelaw.com

Venus Concept USA Inc.               Trade Debt         $4,932,100
c/o Polsinelli
900 W. 48th Place, Suite 900
Kansas City, MO 64112
Attn: Andrew J. Nazar, Esq.
Tel: (816) 395-0641
Email: anazar@polsinelli.com

Merz North America, Inc.             Trade Debt         $3,033,522
6501 Six Forks Rd.
Raleigh, NC 27615
Attn: William K. Edwards, Esq.
Tel: (919) 582-8137
Email: bill.edwards@merz.com

Invasix/InModeMD                     Trade Debt         $2,652,625
Aesthetic Solutions
100 Leek Crescent #15
Richmond Hill, ON L4B 3E6 Canada
Tel: (855) 411-2639
Fax: (855) 411-6789

Google                               Trade Debt         $2,451,641
1600 Amphitheathre Parkway
Mountain View, CA 94043
Attn: Jessica Ventura
Tel: (734) 619-3619
Email: jessica.v@google.com

Duffey Petrosky                      Trade Debt         $1,184,005
38505 Country Club Drive, Suite 110
Farmington Hills, MI 48331
Attn: Adam Wilson
Tel: (248) 489-8300
Email: awilson@dpplus.com

iHeartMedia, Inc.                    Trade Debt         $1,133,215
c/o Marta Roza, Esq.
15760 Ventura Blvd., Suite 700
Encino, CA 91436
Tel: (818) 783-8991
Email: marta@herzlich-blum.com

Jeff S. Pierce, D.O.                    Note            $1,065,864
1819 E. Big Beaver Rd., Suite 210
Troy, MI 48083
Tel: (248) 680-9000

Fedor Fedorov                           Note            $1,027,195
c/o Abulhassan Law
2184 N. Beech Daly Rd., Ste. 2
Dearborn Heights, MI 48127
Attn: Shady S. Abulhassan, Esq.
Tel: (313) 582-9450
Email: sa@abulhassanlaw.com

Michael Linehan                         Note            $1,011,409
72 East Jefferson Road
Pittsford, NY 14534
Tel: (585) 746-3582
Email: michaelplinehan@gmail.com

BVB Investments, LLC                    Note              $866,433
9760 Fellows Hill Court
Plymouth, MI 48170
Attn: Vincent P. Spica
Tel: (734) 660-4958
Email: vincent.spica@yahoo.com

Scottsdale Consulting, LLC              Note              $727,312
19694 Westchester Drive
Clinton Township, MI 48038
Attn: Michael J. Serra
Tel: (313) 961-4220
Email: mserra@serraproduce.com

VPS Investments, LLC                    Note              $687,905
9760 Fellows Hill Court
Plymouth, MI 48170
Attn: Vincent P. Spica
Tel: (734) 660-4958
Email: vincent.spica@yahoo.com

SBT-VPS Holdings, LLC                   Note              $659,362
9760 Fellows Hill Court
Plymouth, MI 48170
Attn: Vincent P. Spica
Tel: (734) 660-4958
Email: vincent.spica@yahoo.com

Dr. Kevin M. Stockmaster                Note              $629,177
c/o Barrett McNagny
215 East Berry Street
Fort Wayne, IN 46802
Attn: Michael H. Michmerhuizen, Esq.
Tel: (260) 423-8820
Email: mhm@barrettlaw.com

Edward Naylon                           Note              $591,339
c/o Older, Lundy & Alvarez
1000 W. Cass. St.
Tampa, FL 33606
Attn: Amy E. Stoll
Tel: (813) 254-8998
Email: astoll@olalaw.com

Allergan                             Trade Debt           $578,266
12975 Collections Center Dr.
Chicago, IL 60693
Attn: A. Robert D. Bailey, Esq.
Tel: (862) 261-7000
Email: robert.bailey@allergan.com

Valassis Direct Mail, Inc.           Trade Debt           $564,383
c/o Richard A. Muller, Esq.
33233 Woodward Ave.
Birmingham, MI 48009
Tel: (248) 645-2440
Email: richard@mullerfirm.com

Facebook, Inc.                       Trade Debt           $522,118
15161 Collection Center Drive
Chicago, IL 60693
Tel: (650) 543-4800
Fax: (650) 543-5325
Email: AR@fb.com

Alpine Investor Group, LLC              Note              $501,060
1116 Los Trancos Road
Portola Valley, CA 94028
Attn: Wenge Zhang
Tel: (650) 279-7200
Email: wengez@yahoo.com

Liveyon, LLC                            Loan              $500,000
22667 Old Canal Rd.
Yorba Linda, CA 92887
Tel: (844) 548-3966
Email: support@liveyon.com

Ana Maria Uribe Prieto                  Debt              $500,000
c/o Toppins Law Firm, P.C.
1225 North Loop West, Ste. 825
Houston, TX 77008
Attn: Wilka Toppins, Esq.
Tel: (713) 621-8588
Email: wilka@toppinslawfirm.com

Ana Maria Prieto Cadrecha               Debt              $500,000
c/o Toppins Law Firm, P.C.
1225 North Loop West, Ste. 825
Houston, TX 77008
Attn: Wilka Toppins, Esq.
Tel: (713) 621-8588
Email: wilka@toppinslawfirm.com

Maria Isabel Uribe Prieto               Debt              $500,000
c/o Toppins Law Firm, P.C.
1225 North Loop West, Ste. 825
Houston, TX 77008
Attn: Wilka Toppins, Esq.
Tel: (713) 621-8588
Email: wilka@toppinslawfirm.com

Ignacio Francisco Uribe Prieto          Debt              $500,000
c/o Toppins Law Firm, P.C.
1225 North Loop West, Ste. 825
Houston, TX 77008
Attn: Wilka Toppins, Esq.
Tel: (713) 621-8588
Email: wilka@toppinslawfirm.com

Mana Rama Tirth                         Debt              $500,000
c/o Brooks Wilkins Sharkey & Turco
401 S. Old Woodward Ave., Ste. 400
Birmingham, MI 48009
Attn: Matthew E. Wilkins, Esq.
Tel: (248) 971-1711
Email: wilkins@bwst-law.com

Obalon                               Trade Debt           $456,498
5421 Avenida Encinas, Suite F
Carlsbad, CA 92008-4410
Attn: Andrew Rasdal
Tel: (844) 362-2566 x13
Email: arasdal@obalon.com

Elevating You, LLC                       Note             $428,314
28007 Sand Canyon Rd.
Santa Clarita, CA 91387
Attn: Carla J. Walker
Tel: (616) 803-1352
Email: carlajean45@aol.com

Ten Tel Investments, LLC                  Note            $403,424
918 Symes Avenue
Royal Oak, MI 48067
Attn: Mark Radom
Email: mradom4445@gmail.com

Carjenwen, LLC                            Note            $355,798
10470 Warren Road
Plymouth, MI 48170
Attn: James Schultz
Tel: (734) 751-9595
Email: jimschultz444@gmail.com


BOWMAN DAIRY: Proposed Schrader Auction of All Assets Approved
--------------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana authorized Bowman Dairy Farms, LLC's sale of
all or substantially all assets by public auction to be conducted
by Schrader Real Estate and Auction Co., Inc., pursuant to the
terms
and conditions of the Exclusive Contract for Sale of Real Estate,
and the Personal Property Auction Agreement.

A hearing on the Motion and Calpine Wind Holdings, LLC 's objection
was held on Feb. 7, 2019.

The Debtor is authorized to sell the Property via public auctions
pursuant to the terms and conditions of the Auction Contracts, as
amended, including extension of the auction dates through and
including March 6, 2019.

Except as expressly set forth in the Order, the Property will be
sold free and clear of all liens, encumbrances, claims, and
interests, with all such valid liens, encumbrances, claims, and
interests attaching to the sale proceeds.

The Order does not extinguish the rights of Calpine under the Wind
Energy Lease and Easement Agreement, dated April 18, 2017, and the
sale of any Real Estate subject to the Wind Lease is subject to a
further order of the Court with respect to the Debtor's Motion to
Assume and Assign Unexpired Lease with Calpine Wind Holdings, LLC.

The Debtor will file a Report of Auction Sale within ten days of
the conclusion of each auction identifying the costs of sale,
including any commissions and advertising costs owed to Schrader.

The Order is effective immediately upon entry.

                    About Bowman Dairy Farms

Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana.
Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017.  In the petition signed by
Trent N. Bowman, its member, the Debtor estimated assets and
liabilities at $10 million to $50 million.  The Debtor hired Terry
Hall Law PC, as counsel.


BRETHREN VILLAGE: Fitch Affirms BB+ Ratings on 2017/2015 Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by Lancaster County Hospital Authority (PA) on behalf of
Brethren Village (BV):

  -- $96 million revenue bonds, series 2017;

  -- $9.5 million revenue bonds, series 2015.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a mortgage on BV's main campus, a security
interest in pledged assets (including gross receipts), and debt
service reserve funds.

KEY RATING DRIVERS

ROBUST DEMAND: BV's favorable service area, long operating history,
and expansive service offerings have translated into strong demand
across all service lines. In fiscal 2018, BV averaged a strong 95%
occupancy in its independent living units (ILUs), 96% in its
assisted living units (ALUs), and 92% in its skilled nursing
facility (SNF) beds. Furthermore, BV maintains a robust wait list
and has recently successfully added and filled 72 new ILUs on its
campus.

SOLID PROFITABILITY: Strong census across all service lines and
BV's recent successful completion of its 72 ILU expansion project
drove solid profitability levels in fiscal 2018. In fiscal 2018, BV
had a 96.4% operating ratio, 10.7% net operating margin (NOM), and
a 17.3% NOM-adjusted (NOMA). Furthermore, BV has improved its
operational performance through the six-month interim period
(ending Dec. 31, 2018), with a 95.3% operating ratio, 14% NOM, and
26.2% NOMA.

IMPROVED LIQUIDITY POSITION: Following completion of its recent ILU
expansion project, BV improved its unrestricted cash and investment
position by 22% to $34.6 million in fiscal 2018, which translates
into 323 days cash on hand (DCOH), 26.7% cash to debt, and 4x
cushion ratio. All three metrics are on par with or slightly weaker
than Fitch's below investment grade (BIG) medians. Additionally, BV
benefits financially from its $12 million of restricted funds that
are used to support operations.

ELEVATED LONG-TERM LIABILITIES: BV's long-term liabilities remain
elevated, albeit improved, as evidenced by maximum annual debt
service (MADS) equating to a high 18.4% of fiscal 2018 revenues.
Additionally, debt to net available measured an elevated 10.8x in
fiscal 2018. Both metrics are expected to improve moving forward as
BV further benefits from its recently completed ILU expansion
project.

RATING SENSITIVITIES

LIQUIDITY/PROFITABILITY DETERIORATION: Following completion of its
recent ILU expansion project, Fitch expects Brethren Village's
operating profile, characterized by high occupancy across all
levels of care, strong operating margins, and modest liquidity, to
remain stable. However, any deterioration in Brethren Village's
liquidity position, profitability or coverage levels could put
negative pressure on the rating.

CREDIT PROFILE

BV operates a life plan community (LPC) with 577 ILUs, 141 ALUs
(includes 25 dementia/memory-care beds), 120 SNF beds, and a 20-bed
short-stay rehabilitation center. It is located on a 96-acre campus
in Manheim Township, PA, about four miles north of the city of
Lancaster. BV currently offers 90% refundable and non-refundable
entrance fee residency agreements, with three types of contracts
for its ILU residents: fee-for-service, modified lifecare, and
lifecare. A majority of ILU residents have non-refundable entrance
fee agreements and about 86% are on fee-for-service contracts.

In addition to BV, Rehabilitation Center at Brethren Village, a
limited liability company owned by BV that operates the short-stay
rehabilitation center, is a member of the obligated group. Three
other BV affiliates that operate affordable housing complexes and
own real estate are not obligated group members. The obligated
group represents about 97% of total system assets and 98% of total
system revenues in fiscal 2018 (June 30 year-end). Fitch began
using obligated group financial statements in fiscal 2016 as a
basis for its analysis and metrics. In fiscal 2018, BV reported
approximately $44.8 million in total operating revenues.

STRONG CENSUS

Despite the presence of heavy competition in its primary service
area, BV has continued to demonstrate strong demand across all its
service lines. Fitch attributes this demand to BV's favorable
location, tenured operating history, and attractive facilities and
service offerings. Over the last three fiscal years, BV has
averaged a strong 95% occupancy in its ILUs, 96% in its ALUs, and
94% in its SNF beds (includes 20-bed rehabilitation center). These
strong census levels have been maintained through the six-month
interim period, with average census of 95% in its ILUs, 96% in its
ALUs, and 90% in its SNF beds. Furthermore, BV demonstrated strong
demand for its 72 new ILUs throughout its pre-sale, construction,
and fill-up phases as all new units are 100% occupied.

FINANCIAL PROFILE

In 2018, BV successfully completed and filled its 72 ILU expansion
project, which was expected to be accretive to BV's financial
profile. BV has improved its liquidity levels and maintained solid
profitability levels in fiscal 2018 and the six-month interim
period following project completion. At the six-month interim
period, BV had $33.3 million in unrestricted cash and investments,
which translates into 305 DCOH, 27.3% cash to debt, and 3.8x
cushion ratio. These three metrics show mixed results when compared
to Fitch's 'BIG' medians of 292 DCOH, 32.1% cash to debt, and 4.5x
cushion ratio, but remain sufficient for its rating level.
Additionally, BV improved its profitability levels in the six-month
interim period as evidenced by its 95.3% operating ratio, 14% NOM,
and 26.2% NOMA, which all compare favorably to Fitch's BIG medians
of 101.6%, 5.1%, and 18.3%, respectively.

LONG-TERM LIABILITY PROFILE

As of the six-month interim period, BV had approximately $121
million outstanding in long-term debt, which is primarily comprised
of $96 million in series 2017 bonds, $10 million in series 2015
bonds, and $15 million in a bank loan. The bank loan originally had
$20 million in outstanding principal; however, $5 million of that
was temporary debt that was paid off during the first six months of
fiscal 2019 with initial entrance fees from BV's new ILUs. The
series 2017 and 2015 bonds are fixed-rate, while the bank loan is
variable-rate that is synthetically swapped to a fixed-rate using
an interest rate swap agreement with First National Bank. As of
fiscal 2018, the market value on the interest rate swap was
approximately negative $281 thousand. Additionally, on Sept. 7,
2018, BV contributed a $2.7 million lump sum cash payment to
effectively terminate its defined benefit pension plan.

BV's long-term debt has a final maturity of 2046 and MADS of
approximately $8.7 million. Debt service is fairly level until
2043, with annual debt service of approximately $650 thousand
between 2043 and 2046. Overall, BV's debt burden remains elevated
as evidenced by MADS equating to a high 18.4% of fiscal 2018
revenues which remains unfavorable to Fitch's BIG median of 18.4%.
However, it remains improved from the 21.9% it represented in
fiscal 2015, which reflects the recent improvements to BV's revenue
base from its completed ILU expansion project.

Fitch expects BV's debt burden to continue to improve as BV
benefits from the completed project. Additionally, MADS coverage
and revenue-only coverage improved in fiscal 2018 to 1.4x and 1.0x,
respectively, which both are above Fitch's BIG medians of 1.3x and
0.8x. Furthermore, coverage continued to improve in the six-month
interim period as evidenced by BV's MADS coverage of 1.8x and
revenue-only coverage of 1.0x.


BROOKFIELD PROPERTY: Bank Debt Trades at 4% Off
-----------------------------------------------
Participations in a syndicated loan under which Brookfield Property
REIT Inc. is a borrower traded in the secondary market at 96.38
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.05 percentage points from
the previous week. Brookfield Property pays 250 basis points above
LIBOR to borrow under the $2.0 billion facility. The bank loan
matures on August 24, 2025. Moody's rates the loan 'Ba3' 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 15.


BROOKINS TRACTOR: April 3 Plan Confirmation Hearing
---------------------------------------------------
The disclosure statement explaining the Chapter 11 Plan filed by
Brookins Tractor and Equipment Repair, LLC is conditionally
approved.

April 3, 2019 at 2:00 P.M. at Albany Courthouse, 201 W. Broad Ave.,
Albany, Georgia is fixed for the hearing on final approval of the
disclosure statement  and for the hearing on confirmation of the
plan.

March 27, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.

        About Brookins Tractor and Equipment Repair

Brookins Tractor and Equipment Repair, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
18-11035) on Aug. 22, 2018.  At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000.  The Debtor tapped Zalkin Revell, PLLC, as its legal
counsel.


BUCK SPRINGS: March 26 Plan Confirmation Hearing
------------------------------------------------
The disclosure components explaining Buck Springs, Inc.'s Chapter
11 Plan is conditionally approved.

The hearing to consider final approval of the Debtors' Disclosure
Statement (if a written objection has been timely filed) and to
consider the confirmation of the Debtors' proposed Chapter 11 Plan
is fixed and will be conducted on Tuesday, March 26, 2019 at 9:30
a.m. in the Courtroom of the United States Bankruptcy Court Jack
Brooks Federal Building, 300 Willow, First Floor, in Beaumont,
Texas 77701.

Tuesday, March 19, 2019 is fixed as the last day for filing and
serving written objections to: (1) final approval of the Debtors'
Disclosure Statement; or (2) confirmation of the Debtors' proposed
Chapter 11 plan.

Tuesday, March 19, 2019 is also fixed as the last day for filing
written acceptances or rejections of the Debtors' proposed joint
Chapter 11 plan which must be received by 5:00 p.m. (CDT) on that
date.

                      About Buck Springs

Buck Springs, Inc. is a grocery company located in Jasper, Texas.
Buck Springs sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 18-10059) on Feb. 21 2018.  In its
petition signed by Robert Lee Shellhammer, president, the Debtor
estimated assets and liabilities of less than $500,000.  Judge Bill
Parker presides over the case.  Maida Clark Law Firm, P.C., is the
Debtor's legal counsel.


BWR LLC: Modifies Asset Values in Liquidation Analysis
------------------------------------------------------
BWR, LLC, a California limited liability company, submits a second
amended disclosure statement to modify the asset value at
liquidation values.  Specifically, the Debtor estimated that the
value of its property at 2050 Country Clube Drive, in Holtville,
California is $3,255,000, bringing the total of its fixed assets to
$3,277,000, compared to the $4,770,000 total fixed assets the
Debtor disclosed in its First Amended Disclosure Statement.

CLASS II-A are impaired: This class consists of all allowed claims
of the non-insider unsecured creditors in the combined amount of
$96,731.00. This class will be paid in full together with interest
at the rate of ten percent (10%) per annum calculated from and
after the date of filing of the petition filed herein on or before
twenty-four (24) months from and after the date of confirmation of
the Plan described herein.

CLASS II-B are impaired: This class consists of all insider
unsecured claims primarily consisting of the equity capital
contributions in an amount that presently exceeds $500,000.00 of
Eddie Mejorado, the sole member of NAC 1, LLC, which, in turn holds
all of debtor BWR’s membership interest. This class will take
nothing under the Plan.

CLASS I-A are impaired: This class consists of the Imperial County
Tax Assessor obligation presently in the approximate amount of
$99,291.00. As permitted by the Code, this class will be paid in
full on a priority basis at the completion of the Plan performance,
which is twenty-four (24) months from and after the Effective Date
of the Plan.

CLASS I-B are impaired: This class consists of the First Trust Deed
indebtedness, held by secured creditor Clearinghouse Community
Development Financial Institution (“CCDFI”) on the debtor’s
Resort property. CCDFI asserts a claim of $3,076,217.04, as of
Petition Date and a claim of $3,279,948.76, as of 21 September
2018, which amounts BWR disputes. Upon
confirmation of the Plan, as adequate protection, debtor will
continue making monthly adequate protection payments to secured
creditor CCDFI in the amount of Seventeen Thousand Five Hundred and
Ninety-Two and 88/100 Dollars ($17,592.88) from and after the date
of confirmation of the Plan and will pay CCDFI in full on a
priority basis either by way of refinancing of the debtor’s
Resort property, or by way of a combination of refinancing proceeds
coupled with an equity contribution covering any shortfall from
the
refinance proceeds during or sale during or upon the completion of
the Plan performance period, which is twenty-four (24) months from
and after the Effective Date of the Plan.

CLASS I-C are impaired: This class consists of secured creditor TCF
Equipment Finance and is secured by fifty (50) golf carts presently
in use at the debtor’s Resort property.  Debtor has made the
monthly lease payments of $5,198.00 commencing in September 2018
through January 2019 consisting of the regular $2,198.00 monthly
lease payment and $3,000.00 in reducing the total outstanding
delinquent payments of $15,386.00 previously defaulted upon by the
original lessee Imperial Palms Resort, LLC. In February 2019, with
BWR’s payment of $2,584.00, the entire $15,386.00 delinquency was
retired. Regular monthly lease payments in the amount of $2,198.00
will be made during the Plan performance period and until the lease
terms expires in November 2019.

Fueled by over $500,000 of cash infusion on debtor’s behalf by
Mr. Mejorado, all of the Debtor's income-generating operations,
namely the hotel, restaurant/bar, convention center and banquet
facility as well as the golf operations are once again open and
operating. Given its prior shuttered status, it is anticipated that
over the next nine (9) to twelve (12) months, the income streak
derived from these operations will steadily increase.

A full-text copy of the Second Amended Disclosure Statement dated
February 13, 2019, is available at https://tinyurl.com/yy2cjtao
from PacerMonitor.com at no charge.

                     About BWR LLC

BWR, LLC is a privately held company based in Holtville,
California.  It was formed by Kevin G. Smith on May 23, 2018, with
Resort Mgmt. LLC acting as its manager.  

BWR filed a Chapter 11 petition (Bankr. S.D. Cal. Case No.
18-03650) on June 19, 2018.  In the petition signed by Kevin Smith,
manager, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  Wolfgang F. Hahn, Esq., at Wolfgang F.
Hahn & Associates is the Debtor's counsel.

Judge Louise DeCarl Adler presides over the case.


C&M PLASTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: C&M Plastics, LLC
        4545 East Broadway Road, Suite 150
        Phoenix, AZ 85040

Business Description: C&M Plastics -- http://www.cm-plastics.com
                      -- is an (EBM) Extrusion Blow molding
                      company with over 25 years of experience in
                      manufacturing and packaging for the
                      nutraceutical, pharmaceutical, food,
                      beverage, and cosmetic industries.  C&M
                      Plastics offers a wide range of services
                      such as custom EMB molds, bottle design,
                      custom packaging and filling, manufacturing,
                      inventory management and stocking programs.
                      The Company is headquartered in Phoenix,
                      Arizona.

Chapter 11 Petition Date: February 21, 2019

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

Case No.: 19-01871

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Patrick F. Keery, Esq.
                  KEERY MCCUE, PLLC
                  6803 E Main Street, Suite 1116
                  Scottsdale, AZ 85251
                  Tel: 480-478-0709
                  Fax: 480-478-0787
                  E-mail: pfk@keerymccue.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sandra Craven, manager/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/azb19-01871.pdf


C.D. HALL: Court Approves Disclosure Statement, Confirms Plan
-------------------------------------------------------------
The Bankruptcy Court granted final approval of the disclosure
statement explaining C.D. Hall, LLC's Chapter 11 plan and
confirming that Plan at a hearing conducted on February 6, 2019 at
1:30 p.m.

In accord with Section 1129(a)(8) of the Bankruptcy Code, Class 6
is unimpaired under the Plan, and, therefore has been deemed to
have voted to accept the Plan under Section 1126(f). Class 1
(Clearinghouse Claim), Class 3 (Canada Secured Claim), and Class 4
(Canada Unsecured Claim) are impaired under the Plan and have voted
to accept the Plan in accord with Section 1126(c). Because impaired
Class 1 (Clearinghouse Claim), Class 3 (Canada Secured Claim), and
Class 4 (Canada Unsecured Claim) have voted to accept the Plan, the
requirements of Section 1129(a)(8), have been satisfied as to Class
1 (Clearinghouse Claim), Class 3 (Canada Secured Claim), and Class
4 (Canada Unsecured Claim).

Class 2 (IRS Claim) and Class 5 (General Unsecured Claim) are
unsecured classes of claims that are impaired under the Plan but
have not voted to accept or reject the Plan.  In accord with
Section 1129(b)(2)(B)(i), the Debtor will pay 100% of allowed Class
2 (IRS Claim) and 100% of allowed Class 5 (General Unsecured Claim)
on the Effective Date of the Plan, as no timely objections were
filed. This modification of Class 2 (IRS Claim) and Class 5
(General Unsecured Claim) is nonmaterial as to other creditors.
Because impaired Class 2 (IRS Claim) and Class 5 (General Unsecured
Claim) have been treated fairly and equitably under the Plan, the
requirements of Section 1129(b)(2)(B)(i) have been satisfied as to
Class 2 (IRS Claim) and Class 5 (General Unsecured Claim).

              About CD Hall LLC

C.D. Hall LLC owns a child day care center in Las Vegas, Nevada.
The company previously sought protection from creditors on Nov. 29,
2013 (Bankr. D. Nev. Case No. 13-20032).

C.D. Hall LLC again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 18-13058) on May 25, 2018.
In the petition signed by Jhonna Diller, managing member, the
Debtor estimated assets and liabilities ranging from $1 million to
$10 million. The Hon. Laurel E. Babero presides over the case. The
Debtor is represented by Ryan A. Anderson, Esq. of Andersen Law
Firm, Ltd.


CAMBER ENERGY: Regains Compliance with NYSE Listing Standards
-------------------------------------------------------------
Camber Energy, Inc., has received a letter of notification from the
NYSE Regulation that it is back in compliance with three of the
NYSE American continued listing standards as set forth in Part 10
of the NYSE American Company Guide.  The Company remains out of
compliance with Section 1003(f)(v) of the Guide due to the price of
the Company's common stock.

The previously announced closing of the N&B Energy transaction in
2018, which extinguished the Company's bank debt, along with
continued institutional investment allowed the Company to increase
its total stockholders' equity above $2 million by the end of the
third calendar quarter of 2018, representing an improvement in
stockholders' equity of over $30 million compared to the Company's
stockholders' equity at the end of the second calendar quarter of
2018.  The Company continues to identify opportunities that will
further increase shareholders' equity.

Notwithstanding the Company's significant increase in stockholders'
equity through Sept. 30, 2018, with less than a quarter to go
before the NYSE American's extended deadline, the Company still
needed to increase its stockholders' equity by $4 million.  Over
the first 75 days of the quarter, the Company increased its
stockholders' equity through investments by an institutional
investor.  The result of these investments was that the Company had
shareholders' equity, as of Dec. 31, 2018, in excess of $7.6
million, which exceeds the $6 million minimum amount of
stockholders' equity required by the NYSE American for the Company
to meet the stockholders' equity continued listing requirements of
the NYSE American.

Following the Company's Form 10-Q filing, on Feb. 15, 2019, the
Company received notification in a letter from the NYSE Regulation
that the Company was back in compliance with three of the NYSE
American's continued listing standards.

Interim CEO of Camber, Louis G. Schott, noted, "the Company is
delighted to receive the letter of continuing listing stockholders'
equity compliance from the NYSE American.  This is the culmination
of a process that began in August of 2017.  We are extremely
excited about the resolution of this issue."

Mr. Schott added, "Additionally, the Company is now better
positioned for acquisition and merger opportunities of which we are
actively evaluating."

As previously reported, in 2017, the Company received notice from
the NYSE American that the Company was not in compliance with
Sections 1003(a)(i) through (iii) of the Guide.  In order to
maintain its listing on the NYSE American, the NYSE American had
requested that the Company submit a plan of compliance addressing
how the Company intended to regain compliance with Sections
1003(a)(i) through (iii) of the Guide by Aug. 3, 2018.  The plan
was submitted timely and the NYSE American previously granted the
Company until Aug. 3, 2018, which date was subsequently extended
until Dec. 15, 2018, prior to being extended further to Feb. 3,
2019, to regain compliance with the continued listing standards of
the Guide.  Specifically, pursuant to Sections 1003(a)(i) through
(iii) of the Guide, the Company was required to have at least $6
million of stockholders' equity as of Feb. 3, 2019 to regain
compliance with the NYSE continued listing standards, which
stockholder's equity, and related compliance, was confirmed by the
filing of the Form 10-Q.

Notwithstanding the Company's compliance with the NYSE American
stockholders' equity continued listing requirements, the Company is
currently below compliance with the NYSE American continued listing
requirement relating to low priced securities.

                      About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
Camber Energy is engaged in the acquisition, development and sale
of crude oil, natural gas and natural gas liquids from various
known productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.

Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017.  As of Dec. 31, 2018, Camber Energy
had $10.10 million in total assets, $2.48 million in total
liabilities, and $7.62 million in total stockholders' equity.

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


CAPITOL STATION 65: TNA Not Obligated to Pay SIM Loan Extension Fee
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
granted Township Nine Avenue, LLC's motion for clarification of the
court's memorandum and order entered on Jan. 8, 2018, in which the
court granted a motion to approve post-petition financing between
the pre-consolidated debtors and debtors in possession, Capitol
Station 65, LLC, Capitol Station Member, LLC, Capitol Station
Holding, LLC, and Township Nine Owners, LLC as borrowers, and
Serene Investment Management, LLC or its assignee as lender.

The parties' dispute raises three issue: (1) Whether the court has
jurisdiction to hear and determine the present motion; (2) the
maturity date of the DIP Agreement; and (3) whether Township Nine
is obligated to pay the $150,000 loan extension fee in order to
satisfy Serene's priming lien.

On the issue of jurisdiction, the Court holds that Township Nine's
motion is a motion for this court to enforce, vindicate, and
interpret its own prior order entered in this case. That order
concerns the administration of estates generally and Serene's
priming lien under section 364 in particular and, therefore,
matters unique to and fundamental under the Bankruptcy Code. And so
in that regard the court concludes that it has continuing
jurisdiction to hear and determine Township Nine's motion. Serene's
objection to the contrary is therefore overruled.

The Court also concludes that the DIP Agreement loan matured on
Jan. 8, 2019, it was not extended on August 31, 2018, and therefore
Township Nine is not obligated under the terms of the DIP Agreement
and order approving it to pay Serene a $150,000 loan extension fee
in order to satisfy Serene's priming lien.

If, as Serene asserts, the loan under the DIP Agreement matured on
August 31, 2018, even if additional draws that the Debtors
thereafter took in September and November of 2018 could be
construed as a loan extension request by the Debtors as Serene
suggests in its opposition, those draws occurred after (and not 45
days before) Serene's asserted Maturity Date. In short, Serene's
version of a purported loan extension under the DIP agreement is
not plausible or apparently even possible.

A copy of the Court's Memorandum Decision and Order dated Feb. 19,
2019 is available at:

     http://bankrupt.com/misc/caeb17-23627-875.pdf

                  About Capitol Station 65

Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol
Station Member LLC, and Township Nine Owners LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos.
17-23627 to 17-23630) on May 30, 2017.  In the petitions signed by
CEO Suneet Singal, the Debtors estimated their assets at $50
million to $100 million and debt at $10 million to $50 million.

Judge Christopher D. Jaime presides over the cases.  

Nuti Hart LLP is the Debtors' legal counsel.

On July 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee hired
Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel.

On Aug. 28, 2017, the Debtors filed a disclosure statement and a
joint Chapter 11 plan of reorganization.


CARROLS RESTAURANT: S&P Places 'B-' ICR on CreditWatch Positive
---------------------------------------------------------------
U.S. restaurant operator Carrols Restaurant Group Inc. recently
announced that it plans to acquire 166 Burger King and 55 Popeyes
restaurants from Cambridge Franchise Holdings LLC in a merger
transaction valued at $238 million.

S&P Global Ratings believes the transaction will moderately improve
the company's scale and the diversity of its business and expects
that its pro forma adjusted leverage will improve to less than 5x.
On Feb. 21, S&P placed all of its ratings on Carrols, including its
'B-' issuer credit rating, on CreditWatch with positive
implications.

The CreditWatch positive placement follows Carrols' announcement
that it will merge with Cambridge Franchise Holdings LLC, which
will expand its franchise footprint to include the Popeyes brand
and deepen its exposure to Burger King. The company plans to
finance the merger with equity and will assume approximately $100
million of net debt, which S&P expects will reduce its overall
leverage.

The CreditWatch positive placement reflects the possibility that
S&P will raise its ratings on Carrols by one notch when the
transaction closes because the combined company will likely benefit
from lower pro forma leverage, increased profits, and moderately
improved scale and diversity.

Carrols plans to secure a new senior secured credit facility, which
will include a term loan and a revolving credit facility, to
refinance the Cambridge debt it will assume as part of the
transaction and its existing debt. However, the closing of the
merger with Cambridge does not depend on the company's ability to
secure financing. S&P will continue to monitor Carrols for
potential improvements in its sales growth and to gauge its
expansion prospects. S&P intends to resolve the CreditWatch
placement in conjunction with any refinancing and the close of the
transaction.


CENTURYLINK INC: Bank Debt Trades at 3% Off
-------------------------------------------
Participations in a syndicated loan under which CenturyLink
Incorporated is a borrower traded in the secondary market at 97.31
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.90 percentage points from
the previous week. CenturyLink Incorporated pays 275 basis points
above LIBOR to borrow under the $6.0 billion facility. The bank
loan matures on January 25, 2025. Moody's rates the loan 'Ba3' and
Standard & Poor's gave a 'BBB-' 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 15.


CHAMPION BLDRS: $2K Sale of 2012 Boat Mate Trailer Approved
-----------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Champion Bldrs., LLC's sale of a 2012
Boat Mate trailer, VIN 5A7BB2127CT004201, to Greg Murray for
$2,000.

The Director of Motor Vehicles, Title Division, Department of
Revenue, is ordered to issue title to the Buyer, 1836 SW 65th,
Topeka, Kansas, for the property, free and clear of all liens and
encumbrances of record.

                      About Champion Bldrs.

Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018.  In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities.  The Hon. Robert E. Nugent oversees the case.  Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel to the Debtor.



CHAMPION BLDRS: $3.3K Sale of 2006 Gooseneck Dump Trailer Okayed
----------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Champion Bldrs., LLC's sale of a 2006
Lamar Gooseneck Dump Trailer, VIN 5RVDT142X6M001948, to Josh Peach
for $3,250.

The Director of Motor Vehicles, Title Division, Department of
Revenue, is ordered to issue title to the Buyer, 5622 West 18th,
Topeka, Kansas, for the property, free and clear of all liens and
encumbrances of record.

                      About Champion Bldrs.

Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018.  In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities.  The Hon. Robert E. Nugent oversees the case.  Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.


CHAMPION BLDRS: $4.1K Sale of 2015 Load Trail Hydraulic Trailer OKd
-------------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Champion Bldrs., LLC's sale of a 2015
Load Trail Hydraulic Trailer, VIN 4ZETD2026F1085374, to Combes
Construction, LLC for $4,100.

The Director of Motor Vehicles, Title Division, Department of
Revenue, is ordered to issue title to the Buyer,6925 206th, Unit C,
Bucyrus, Kansas, for the property, free and clear of all liens and
encumbrances of record.

                      About Champion Bldrs.

Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018.  In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities.  The Hon. Robert E. Nugent oversees the case.  Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.


CHAMPION BLDRS: $7.5K Sale of 2014 Harley-Davidson Motorcycle OK'd
------------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Champion Bldrs., LLC's sale of a 2014
Harley-Davidson motorcycle, VIN 1HD1KRM17EB6491, to Jason Shump for
$7,500.

The Director of Motor Vehicles, Title Division, Department of
Revenue, is ordered to issue title to the Buyer and/or Michelle
DeSmarteau-Shump, 6429 SW Marlboro Road, Auburn, Kansas, for the
property, free and clear of all liens and encumbrances of record.

                      About Champion Bldrs.

Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018.  In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities.  The Hon. Robert E. Nugent oversees the case.  Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.


CHAMPION BLDRS: $9.2K Sale of 2004 Ford F-350 to Blankenship Okayed
-------------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Champion Bldrs., LLC's sale of a 2004
Ford F-350, VIN 1FDWX37P74ED80551, to Eric Blankenship for $9,200.

The Director of Motor Vehicles, Title Division, Department of
Revenue, is ordered to issue title to the Buyer, 13130 South Topeka
Avenue, Carbondale, Kansas, for the property, free and clear of all
liens and encumbrances of record.

                      About Champion Bldrs.

Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018.  In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities.  The Hon. Robert E. Nugent oversees the case.  Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.


CHARLOTTE RUSSE: Has Interim Order to Commence Store-Closing Sales
------------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has issued an interim order authorizing
Charlotte Russe Holding, Inc. and affiliates to commence
store-closing or similar-themed sales in accordance with the terms
of (a) the Consulting Agreement, dated as of Feb. 1, 2019, by and
between a contractual joint venture comprised of Gordon Brothers
Retail Partners, LLC and Hilco Merchant Resources, LLC, and
Charlotte Russe Holdings Corp. and its subsidiaries, on the other
hand; and (b) the store-closing sale guidelines.

The Final Hearing on the Motion will be held on March 6, 2019 at
1:00 p.m. (ET).  The objection deadline is Feb. 27, 2019 at 4:00
p.m. (ET).

The requirements of Bankruptcy Rule 6007(3) are waived, to the
extent applicable to the relief provided for in the Interim Order.


Notwithstanding Bankruptcy Rule 6004(h), the Interim Order will
take effect immediately upon its entry.

The Debtors are authorized, on an interim basis pending the Final
Hearing to immediately continue and conduct Store Closing Sales at
the Closing Stores in accordance with the Interim Order, the Sale
Guidelines, and the Agreement, as may be modified by any Side
Letters between the Debtors and/or Consultant and the landlords at
the Closing Stores.

The Sale Guidelines are approved in their entirety on an interim
basis.

The Debtors are authorized to discontinue Operations at the Closing
Stores in accordance with the Interim Order and the Sale
Guidelines.

Notwithstanding any other relief set forth in the Interim Order,
the Debtors and Consultant will only be authorized to sell
Non-Merchandise if the owners of such Non-Merchandise have
affirmatively consented to the sale, and the Debtors will identify
for Consultant items of Non-Merchandise which may not be sold.

Except for proceeds from the sale of Non-Merchandise which will be
segregated for the sole benefit of the owners of Non-Merchandise,
the Debtors are authorized and directed to remit all net proceeds
from the sale of the Store Closure Assets in the Store Closing
Sales (after payment of any fees and expenses owed to Consultant,
including without limitation, the fees and expenses owed to
Consultant related to the sale of Non-Merchandise) to the DIP Agent
for payment of the Debtors' secured obligations in accordance with
the terms and conditions of the DIP Facility.

In accordance with and subject to the terms and conditions of the
Agreement, the Consultant will have the right to use the Closing
Stores and all related Closing Store services, furniture, fixtures,
equipment, and other assets of the Debtors for the purpose of
conducting the Store Closing Sales, free of any interference from
any entity or person, subject to compliance with the Sale
Guidelines and the Interim Order.

Subject to the relief sought in the Debtors' Motion for Entry of an
Order Authorizing Maintenance, Administration and Continuation of
Certain Customer Programs, the Consultant will accept the Debtors'
validly issued rewards certificates and gift cards that were
issued by the Debtors prior to the Sale Commencement Date in
accordance with the Debtors' rewards certificate and gift card
policies and procedures, and accept returns of merchandise sold by
the Debtors prior to the Sale Commencement Date.

All sales of Store Closure Assets will be "as is" and final; and
free and clear of all Encumbrances.

To the extent that the Debtors propose to sell or abandon computers
(including software) and/or cash registers and any other point of
sale FF&E located at the Closing Stores or any other files or
records which may contain personal and for confidential information
about the Debtors' employees and/0r customers , the Debtors (and
not the Consultant) will remove the Confidential Information from
such items before such sale or abandonment, and unless otherwise
notified by the Debtors in writing to the contrary, the Consultant
will be entitled to assume and presume that the Debtors have
satisfactorily completed such steps at or prior to the time of any
such sale, abandonment or other disposition.

In accordance with the Agreement, the Consultant is authorized on
an interim basis to supplement the Merchandise in the Store Closing
Sales with goods of like kind and no lesser quality as customarily
sold in the Stores.

Within three business days of entry of the Interim Order, the
Debtors will serve copies of the Interim Order, the Agreement, and
the Sale Guidelines von: (i) the Attorney General's office for each
state where the Store Closing Sales are being held, (ii) the county
consumer protection agency or similar agency for each county where
the Store Closing Sales are being held, (iii) the division of
consumer protection for each state where the Store Closing Sales
are being held; (iv) if applicable, the chief legal officer for
each local jurisdiction where the Store Closing Sales are being
held; and (v) the Debtors' landlords of the Closing Stores.

No later than five days prior to the Final Hearing, the Consultant
will file a declaration disclosing connections to the Debtors,
their creditors, and other parties in interest in these Cases.

All amounts due to the Consultant under the Agreement will be
earmarked and paid by the Debtors from proceeds of the Sales and
will not be reduced or capped by the terms or conditions of any
pre- or post-petition financing facilities or orders related
thereto.

The Debtors are authorized to issue post-petition checks, or to
effect post-petition fund transfer requests, in replacement of any
checks or fund transfer requests in respect of payments made in
accordance with the Interim Order that are dishonored or rejected.


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

     http://bankrupt.com/misc/Charlotte_Russe_97_Order.pdf

                  About Charlotte Russe Holding Inc.

Charlotte Russe Holding, Inc. is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.
The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California.  In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte
Russe Plus), and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
19-10210 to 19-10216) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.


CHOBANI GLOBAL: Bank Debt Trades at 4% Off
------------------------------------------
Participations in a syndicated loan under which Chobani Global
Holdings Inc. is a borrower traded in the secondary market at 96.08
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.54 percentage points from
the previous week. Chobani Global pays 350 basis points above LIBOR
to borrow under the $819 million facility. The bank loan matures on
October 10, 2023. 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 15.


CLARION EVENTS: Bank Debt Trades at 4% Off
------------------------------------------
Participations in a syndicated loan under which Clarion Events Ltd.
is a borrower traded in the secondary market at 95.67
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.99 percentage points from
the previous week. Clarion Events pays 525 basis points above LIBOR
to borrow under the $315 million facility. The bank loan matures on
October 10, 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 15.

Clarion Events Limited owns and operates as an event organization.
It offers services for retail and home, enthusiast, energy and
resources, defence and security, gaming, technology, life sciences,
and other sectors. Clarion Events Limited was formerly known as P&O
Events Limited and changed its name to Clarion Events Limited in
October 1999. The company was founded in 1947 and is based in
London, United Kingdom with offices in Continental Europe, Latin
America, Middle East, Africa, APAC, and North America.


CLINTON MAHONEY: $190K Sale of Clarendon Hills Property Approved
----------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Clinton J. Mahoney's sale
of the vacant residential real property located at 5647 South
Western Avenue, Clarendon Hills, Illinois to John Dounias for
$190,000.

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

The Debtor is authorized to pay all reasonable and necessary costs
and expenses of sale, including but not limited to all ad valorem
property taxes with respect to the Real Property, title charges,
normal and customary closing costs and pro-rations, closing
credits, brokers' commissions and attorney fees not to exceed
$2,500.

The Debtor, in his individual capacity and as Trustee of the
Mahoney Trust and the Mahoney & Associates Trust, or Margaret Hunn,
Disbursing Agent under the Confirmed Plan, is authorized to execute
any and all documents, directions to convey, deeds, and/or any and
all other similar instruments necessary to sell, transfer and/or
convey the Real Property to Dounias, or his assignee or nominee.

The 14-day stay of enforcement under the Federal Rules of
Bankruptcy Procedure Rule 6004(h) is waived and the Order will be
effective and enforceable immediately upon its entry.

Clinton J. Mahoney sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-38099) on Dec. 27, 2017.  The Debtor tapped Gregory K.
Stern, Esq., at Gregory K Stern, P.C., as counsel.  Maria Ivette
Hollendoner and Keller Williams Preferred Realty are serving is
real estate brokers.


COMSTOCK RESOURCES: Reports Q4 2018 Financial & Operating Results
-----------------------------------------------------------------
Comstock Resources, Inc., reported financial and operating results.
As a result of the transactions that were completed on Aug. 14,
2018 in which entities controlled by Dallas businessman Jerry Jones
and his children contributed their Bakken Shale properties to the
Company in exchange for approximately 88.6 million shares of
Comstock common stock and the Company refinanced its long-term
debt, the Company is presenting its 2018 results as two separate
periods.  References to "Successor" relate to the financial
position and results of operations of the Company subsequent to
Aug. 13, 2018, and references to "Predecessor" relate to the
financial position and results of operations of the Company on or
prior to Aug. 13, 2018.  The Company's consolidated financial
results are being presented with a blackline division which
delineates the lack of comparability between amounts presented
before and after Aug. 13, 2018.
  
   Financial Results for the Three Months Ended December 31, 2018

In the first full quarter following the closing of the Jones
Contribution, Comstock reported net income of $50.3 million or
$0.48 per diluted share for the fourth quarter of 2018 as compared
to a net loss of $42.3 million or $2.86 per share for the
Predecessor fourth quarter of 2017.  The fourth quarter 2018
results included an unrealized gain from derivative financial
instruments held to manage oil and gas price risks of $18.3
million.  Excluding the unrealized gain, the net income for the
fourth quarter of 2018 would have been $36.6 million or $0.35 per
share.

Comstock produced 30.9 billion cubic feet of natural gas and
843,000 barrels of oil or 36.0 billion cubic feet of natural gas
equivalent ("Bcfe") in the fourth quarter of 2018.  The Company's
natural gas production averaged 336 million cubic feet ("MMcf") per
day, an increase of 39% over natural gas production in the
Predecessor fourth quarter of 2017.  The growth in natural gas
production was primarily attributable to the continuing successful
results from Comstock's Haynesville shale drilling program.  Oil
production in the fourth quarter of 2018, which averaged 9,155
barrels of oil per day, increased from the 2,319 barrels per day
produced in the Predecessor fourth quarter of 2017 due to
production from the Bakken Shale properties acquired in the Jones
Contribution.  The fourth quarter 2018 oil production was revised
from what was previously reported to account for oil production
shut-in for completions and workovers.  Oil production during the
month of December 2018 averaged 10,820 barrels of oil per day.

Comstock's average realized natural gas price, including hedging
losses, increased 12% to $3.28 per Mcf in the fourth quarter of
2018 as compared to $2.94 per Mcf realized in the Predecessor
fourth quarter of 2017.  The Company's average realized oil price,
including hedging gains, decreased by 3% to $54.96 per barrel in
the fourth quarter of 2018 as compared to $56.48 per barrel in the
Predecessor fourth quarter of 2017.  Oil and gas sales were $147.7
million (including realized hedging gains and losses) in the fourth
quarter of 2018 as compared to the Predecessor 2017 fourth quarter
sales of $77.3 million.  EBITDAX, or earnings before interest,
taxes, depreciation, depletion, amortization, exploration expense
and other noncash expenses, of $112.5 million in the fourth quarter
of 2018 increased by 117% over EBITDAX of $56.0 million for the
Predecessor fourth quarter of 2017.  The Company's operating cash
flow generated in the fourth quarter of 2018 of $95.6 million
increased 154% over operating cash flow of $37.6 million in the
Predecessor fourth quarter of 2017.

        Financial Results for the Period August 14, 2018
                 through December 31, 2018

Financial results subsequent to the Jones Contribution are for the
140 day period from Aug. 14, 2018 through Dec. 31, 2018 (the
"Successor Period").  Comstock reported net income of $64.1 million
or $0.61 per diluted share for the Successor Period.  The results
for this period included an unrealized gain from derivative
financial instruments held to manage oil and gas price risks of
$16.0 million.  Excluding the unrealized gain, the net income for
the Successor period would have been $52.0 million or $0.49 per
share.

Comstock produced 1.4 million barrels of oil and 45.0 billion cubic
feet ("Bcf") of natural gas or 53.3 Bcfe in the Successor Period.
Oil production averaged 9,889 barrels of oil per day and natural
gas production averaged 322 MMcf per day.  Comstock's average
realized oil price after hedging was $57.80 per barrel and the
average realized gas price after hedging was $3.07 per Mcf during
the Successor Period.  Oil and gas sales for the Successor Period
were $218.0 million (including realized hedging gains and losses),
EBITDAX was $165.4 million and operating cash flow generated was
$134.3 million.

                          Drilling Results

Comstock reported the results from its 2018 Haynesville/Bossier
shale drilling program.  During 2018, Comstock spent $267.1 million
on its development activities.  Comstock spent $224.4 million in
the Haynesville and Bossier shale, including $197.2 million on
drilling and completing wells and an additional $27.2 million on
refrac and other development activity.  Comstock drilled 49 (17.0
net) horizontal Haynesville or Bossier shale wells in 2018, which
had an average lateral length of approximately 8,300 feet.
Comstock also completed 16 (4.2 net) wells that were drilled in
2017.  Thirty (11.9 net) of the wells drilled in 2018 were also
completed in 2018.  The Company currently expects the remaining 19
(5.1 net) wells drilled in 2018 will be completed in 2019. Comstock
also spent $42.7 million of development costs on its other
properties primarily on completing 24 (7.0 net) Bakken shale wells.


Since the last operational update, Comstock reported on an
additional thirteen Haynesville shale wells, eight of which were
operated by Comstock.  Comstock has a 30% working interest in the
five non-operated wells.  The average initial production rate of
these wells was 28 MMcf per day.  The wells had completed lateral
lengths ranging from 5,239 feet to 10,964 feet, with an average
completed lateral length of 9,470 feet.  Each well was tested at
initial production rates of 17 to 40 MMcf per day.
Comstock currently has five (3.5 net) operated Haynesville shale
wells that are in the process of being completed.

                      2019 Drilling Budget

The Company also announced its current drilling plans for 2019.
Comstock's planned capital expenditures for 2019 are $364.0
million.  Haynesville/Bossier shale drilling and completion
activities comprise $339.8 million of the activity in 2019 to drill
58 (36.4 net) horizontal wells including spending $25.0 million to
complete 16 (5.7 net) wells drilled in 2018.  Comstock expects to
spend an additional $24.2 million on its Bakken shale and Eagle
Ford shale properties.

                         About Comstock

Comstock Resources, Inc. (NYSE: CRK) is an independent energy
company based in Frisco, Texas and is engaged in oil and gas
acquisitions, exploration and development primarily in Texas and
Louisiana.

Comstock incurred a net loss of $111.4 million for the year ended
Dec. 31, 2017, a net loss of $135.1 million for the year ended Dec.
31, 2016, and a net loss of $1.04 billion for the year ended Dec.
31, 2015.  As of Sept. 30, 2018, Comstock Resources had $2.09
billion in total assets, $1.57 billion in total liabilities and
$521.11 million in total stockholders' equity.  Comstock Resources,
Inc., reported financial and operating results.  As a result of the
transactions that were completed on Aug. 14, 2018 in which entities
controlled by Dallas businessman Jerry Jones and his children
contributed their Bakken Shale properties to the Company in
exchange for approximately 88.6 million shares of Comstock common
stock and the Company refinanced its long-term debt, the Company is
presenting its 2018 results as two separate periods.  References to
"Successor" relate to the financial position and results of
operations of the Company subsequent to Aug. 13, 2018, and
references to "Predecessor" relate to the financial position and
results of operations of the Company on or prior to Aug. 13, 2018.
The Company's consolidated financial results are being presented
with a blackline division which delineates the lack of
comparability between amounts presented before and after Aug. 13,
2018.
  
                      Financial Results for
              the Three Months Ended Dec. 31, 2018

In the first full quarter following the closing of the Jones
Contribution, Comstock reported net income of $50.3 million or
$0.48 per diluted share for the fourth quarter of 2018 as compared
to a net loss of $42.3 million or $2.86 per share for the
Predecessor fourth quarter of 2017.  The fourth quarter 2018
results included an unrealized gain from derivative financial
instruments held to manage oil and gas price risks of $18.3
million.  Excluding the unrealized gain, the net income for the
fourth quarter of 2018 would have been $36.6 million or $0.35 per
share.

Comstock produced 30.9 billion cubic feet of natural gas and
843,000 barrels of oil or 36.0 billion cubic feet of natural gas
equivalent ("Bcfe") in the fourth quarter of 2018.  The Company's
natural gas production averaged 336 million cubic feet ("MMcf") per
day, an increase of 39% over natural gas production in the
Predecessor fourth quarter of 2017.  The growth in natural gas
production was primarily attributable to the continuing successful
results from Comstock's Haynesville shale drilling program.  Oil
production in the fourth quarter of 2018, which averaged 9,155
barrels of oil per day, increased from the 2,319 barrels per day
produced in the Predecessor fourth quarter of 2017 due to
production from the Bakken Shale properties acquired in the Jones
Contribution.  The fourth quarter 2018 oil production was revised
from what was previously reported to account for oil production
shut-in for completions and workovers.  Oil production during the
month of December 2018 averaged 10,820 barrels of oil per day.

Comstock's average realized natural gas price, including hedging
losses, increased 12% to $3.28 per Mcf in the fourth quarter of
2018 as compared to $2.94 per Mcf realized in the Predecessor
fourth quarter of 2017.  The Company's average realized oil price,
including hedging gains, decreased by 3% to $54.96 per barrel in
the fourth quarter of 2018 as compared to $56.48 per barrel in the
Predecessor fourth quarter of 2017.  Oil and gas sales were $147.7
million (including realized hedging gains and losses) in the fourth
quarter of 2018 as compared to the Predecessor 2017 fourth quarter
sales of $77.3 million.  EBITDAX, or earnings before interest,
taxes, depreciation, depletion, amortization, exploration expense
and other noncash expenses, of $112.5 million in the fourth quarter
of 2018 increased by 117% over EBITDAX of $56.0 million for the
Predecessor fourth quarter of 2017.  The Company's operating cash
flow generated in the fourth quarter of 2018 of $95.6 million
increased 154% over operating cash flow of $37.6 million in the
Predecessor fourth quarter of 2017.

        Financial Results for the Period August 14, 2018
                 through December 31, 2018

Financial results subsequent to the Jones Contribution are for the
140 day period from Aug. 14, 2018 through Dec. 31, 2018 (the
"Successor Period").  Comstock reported net income of $64.1 million
or $0.61 per diluted share for the Successor Period.  The results
for this period included an unrealized gain from derivative
financial instruments held to manage oil and gas price risks of
$16.0 million.  Excluding the unrealized gain, the net income for
the Successor period would have been $52.0 million or $0.49 per
share.

Comstock produced 1.4 million barrels of oil and 45.0 billion cubic
feet ("Bcf") of natural gas or 53.3 Bcfe in the Successor Period.
Oil production averaged 9,889 barrels of oil per day and natural
gas production averaged 322 MMcf per day.  Comstock's average
realized oil price after hedging was $57.80 per barrel and the
average realized gas price after hedging was $3.07 per Mcf during
the Successor Period.  Oil and gas sales for the Successor Period
were $218.0 million (including realized hedging gains and losses),
EBITDAX was $165.4 million and operating cash flow generated was
$134.3 million.

                          Drilling Results

Comstock reported the results from its 2018 Haynesville/Bossier
shale drilling program.  During 2018, Comstock spent $267.1 million
on its development activities.  Comstock spent $224.4 million in
the Haynesville and Bossier shale, including $197.2 million on
drilling and completing wells and an additional $27.2 million on
refrac and other development activity.  Comstock drilled 49 (17.0
net) horizontal Haynesville or Bossier shale wells in 2018, which
had an average lateral length of approximately 8,300 feet.
Comstock also completed 16 (4.2 net) wells that were drilled in
2017.  Thirty (11.9 net) of the wells drilled in 2018 were also
completed in 2018.  The Company currently expects the remaining 19
(5.1 net) wells drilled in 2018 will be completed in 2019. Comstock
also spent $42.7 million of development costs on its other
properties primarily on completing 24 (7.0 net) Bakken shale wells.


Since the last operational update, Comstock reported on an
additional thirteen Haynesville shale wells, eight of which were
operated by Comstock.  Comstock has a 30% working interest in the
five non-operated wells.  The average initial production rate of
these wells was 28 MMcf per day.  The wells had completed lateral
lengths ranging from 5,239 feet to 10,964 feet, with an average
completed lateral length of 9,470 feet.  Each well was tested at
initial production rates of 17 to 40 MMcf per day.  Comstock
currently has five (3.5 net) operated Haynesville shale wells that
are in the process of being completed.

                      2019 Drilling Budget

The Company also announced its current drilling plans for 2019.
Comstock's planned capital expenditures for 2019 are $364.0
million.  Haynesville/Bossier shale drilling and completion
activities comprise $339.8 million of the activity in 2019 to drill
58 (36.4 net) horizontal wells including spending $25.0 million to
complete 16 (5.7 net) wells drilled in 2018.  Comstock expects to
spend an additional $24.2 million on its Bakken shale and Eagle
Ford shale properties.

                         About Comstock

Comstock Resources, Inc. (NYSE: CRK) is an independent energy
company based in Frisco, Texas and is engaged in oil and gas
acquisitions, exploration and development primarily in Texas and
Louisiana.

Comstock incurred a net loss of $111.4 million for the year ended
Dec. 31, 2017, a net loss of $135.1 million for the year ended Dec.
31, 2016, and a net loss of $1.04 billion for the year ended Dec.
31, 2015.  As of Sept. 30, 2018, Comstock Resources had $2.09
billion in total assets, $1.57 billion in total liabilities, and
$521.11 million in total stockholders' equity.


CORETECH INDUSTRIES: $550K Sale of All Assets to SMS group Approved
-------------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized CoreTech Industries, LLC's
sale of all assets to SMS group, Inc., for $550,000.

The Sale Hearing was conducted on Feb. 4, 2019.

The sale is free and clear of all liens, claims, other
encumbrances, and interests including any such interests arising
from any Proceeding as defined in the APA, with all such liens,
claims, and interests attaching to the proceeds ultimately
attributable to the Assets.

Any obligations of the Debtor in favor of the Buyer (including
without limitation any obligation to pay any amounts or deliver
documents to the Buyer in connection with the APA) will (i) be
performed when due in the manner provided in the APA without
further order of the Court, and (ii) not be discharged, modified or
otherwise affected by any reorganization plan for the Debtor,
except by an express agreement with the Buyer, its successors, or
assigns.

The Order constitutes a final and appealable order within the
meaning of 28 U.S.C. Section l58(a).

19. Pursuant to Bankruptcy Rule 6004(g), any stay of the Sale Order
during the 14-day appeal period following the entry of the Order is
waived, the Court finding that such waiver is appropriate under the
circumstances and is in the best interests of the Debtor, its
estate, and all creditors and parties in interest.

                  About CoreTech Industries

CoreTech Industries, LLC, is a machine shop located at 8300 S
Central Expressway in Dallas, Texas.  Its principal owner is
Richard Arn.

CoreTech Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-34196) on Dec. 18, 2018.  In the petition signed
by Richard Arn, Managing Member, the Debtor estimated assets and
liabilities in the range of $500,001 to $1 million.  The Debtors
tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel.


CORETECH INDUSTRIES: March 25 Plan Confirmation Hearing
-------------------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement explaining Coretech Industries, LLC's plan of
reorganization.

March 22, 2019 is fixed as the last day for filing and serving
pursuant to Rule 3020(b)(1) written acceptances or rejections of
the Plan in the form of a ballot.

March 25, 2019 at 9:30 a .m. is fixed for the hearing on
Confirmation of the Plan and Final Approval of the Disclosure
Statement in the Court room of the Honorable Stacy G. Jernigan,
1100 Commerce Street, 14 Floor, Dallas, Texas.

March 22, 2019 is fixed as the last day for filing and serving
pursuant to Fed. R. Bankr. P. 3020(b)(1) written objections to
confirmation of the Plan or the Disclosure Statement.

Class 7 Claimants (Allowed Unsecured Claims) are impaired and will
be satisfied as follows: The Allowed Claims of Unsecured Creditors,
except for the Class 8 Creditors, will share pro-rata in the
Unsecured Creditor’s Pool. The Debtor will pay all remaining
sales proceeds after payments of the Allowed Claims in Classes 1
through 6 above and all cash in the Debtor's possession as of the
Effective Date into the Unsecured Creditor's Pool. The Class 7
creditors shall be paid on or before May 31, 2019.

Class 2 Claimants (Allowed Secured Claims of Veritex Community
Bank) are impaired and will be satisfied as follows: On or about
July 31, 2015 the Debtor executed that certain Promissory Note in
the original amount of $360,000 in favor of Veritex Community Bank.
The Note was secured by that certain Commercial Security Agreement
providing Veritex with a properly perfected security interest in
the equipment owned by the Debtor. On or about April 15, 2018 the
Debtor executed that certain Promissory Note in the original amount
of $150,000 in favor of Veritex. Note #2 was secured by that
certain Commercial Security Agreement providing Veritex with a
properly perfected security interest in the equipment owned by the
Debtor.

Class 3 Claimants (Allowed Secured Claim of Nativas Credit Corp) is
impaired and will be satisfied as follows: On or about November 10,
2017, the Debtor executed that certain Equipment Finance Agreement
in favor of Partners Capital Group, Inc., for the purchase of that
certain Cincinnati Gilbert CNC Floor Type Horizontal Boring Mill
more fully described in the Agreement.  As of the Petition Date the
amount owed to Nativas under the Agreement was $55,119.91.

Class 4 Claimant (Allowed Secured Claim of Financial Pacific
Leasing, Inc.) is impaired and will be satisfied as follows: On or
about January 22, 2018, the Debtor executed that certain Equipment
Finance Agreement in favor of Partners Capital Group, Inc. As of
the Petition Date the amount owed to Pacific under the Agreement
was $74,184.53. Pacific shall be paid $74,184.53 in full
satisfaction of any claims  against the Debtor on the Effective
Date.

Class 5 Claimant (Allowed Secured Claim of Blue Ridge Financial,
LLC) is impaired and will be satisfied as follows: On or about May
10, 2017, the Debtor executed that certain Equipment Finance
Agreement in favor of Partners Capital Group, Inc. As of the
Petition Date the amount owed to Blue Ridge under the Agreement was
$21,073.43. Blue Ridge shall be paid $21, 073.43 in full
satisfaction of any claims against the Debtor on the Effective
Date.

Class 6 Claimant (Allowed Secured Claim of Southwest Dynamics, Inc)
is impaired and will be satisfied as follows: Southwest Dynamics,
Inc., asserts that it preformed services on equipment of the Debtor
and that it holds a secured claim as a result of the filing of a
Lien Affidavit & Claim pursuant to Texas Property Code §52.022.
Southwest has filed a Secured Proof of Claim in the amount of
$85,308. The Debtor disputes the entire Southwest Claim and will
file an objection to the Proof of Claim. The Debtor believes
Southwest owes money to the Debtor for damages done by Southwest to
the Debtor’s equipment.

Class 8 Claimants (Allowed Unsecured Claims of Insiders) are
impaired and will be satisfied as follows: The allowed unsecured
claims of Richard Arn and Robert Foster shall receive no
distribution under this Plan. The Class 8 creditors are impaired
under this Plan.

Class 9 (Current Interest Holders) are impaired under the Plan and
will be satisfied as follows: The current interest holders will
receive no payments under the Plan, and the current interest
holders existing interests shall be cancelled. The Class 9 Interest
Holders are impaired under this Plan.

The Debtor anticipates using the funds received from the sale of
the assets and the funds received from the completion of current
projects to fund the Plan. All payments under the Plan shall be
made through the Disbursing Agent.

A full-text copy of the Disclosure Statement dated February 14,
2019, is available at https://tinyurl.com/y45t47fy from
PacerMonitor.com at no charge.

                 About CoreTech Industries

CoreTech Industries, LLC, is a machine shop located at 8300 S.
Central Expressway in Dallas, Texas.  Its principal owner is
Richard Arn.

CoreTech Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-34196) on Dec. 18, 2018.  In the petition signed
by Richard Arn, Managing Member, the Debtor estimated assets and
liabilities in the range of $500,001 to $1 million.  The Debtors
tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as its
counsel.


COURTSIDE CONDOMINIUMS: March 8 Plan Confirmation Hearing
---------------------------------------------------------
The revised Disclosure Statement dated February 11, 2019,
explaining the Chapter 11 Plan filed by Courtside Condominiums,
L.C., is approved.  The Plan confirmation hearing is scheduled for
March 8, 2019 at 10:00 AM.  Deadline for filing objections is March
4, 2019.

Class 2. (Unsecured Claims - Group 1). Conte has agreed to pay this
Class under the Brinton-Conte Settlement Agreement. The Company
will not make any payments on those claims under the Plan.

Class 3. (Unsecured Claims - Group 2). This Class will be paid by
the Company within 30 days after the Effective Date.

Class 1. (Secured Claim of SSFCU). The secured, disputed Claim of
SSFCU will continue to be secured by the SSFCU Trust Deed lien
against the Courtside Property and will be paid under either
"Alternative A" or "Alternative B."  The monthly payment for the
first five years of the Term, based on a 25-year amortization, is
stated in the SSCFU Note as $72,690.00 per month, with potential
adjustments during the last five years, beginning September 15,
2019,

Class 4. (The Unsecured Claim of the Internal Revenue Service). The
Company will be filing an objection to the Claim of the Internal
Revenue Service. It is a claim for $1,000 as a penalty for the
alleged failure to file tax returns for the Company.

Class 5. (The Claims of ZibalStar and Brinton). ZibalStar and
Brinton filed Secured Claims of $4,544,722.04 each in this Case.
Under the Plan, they will receive nothing for their claims.

Class 6. (The Claims of Tenants). The Claims of the Persons
occupying units as tenants in the Courtside Property will be dealt
with under the Plan according to the terms of the rental agreements
with the Tenants.

Class 7. (Owner Interest). The Owner Interest of The Sugarhouse
Trust in the Company will remain as it is now, with no change
caused by the Confirmation of the Plan.

The Company will continue to operate the Courtside Property as an
apartment complex after Confirmation of the Plan. Payments will be
made by the Company in the amounts and at the times set forth in
the Plan.

A full-text copy of the Disclosure Statement dated February 13,
2019, is available at https://tinyurl.com/y54l2atq from
PacerMonitor.com at no charge.

               About Courtside Condominiums

Courtside Condominiums, L.C., owns an apartment complex in West
Orem, Utah.

Courtside Condominiums filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bank. D. Utah Case No. 18-24074) on June 1,
2018.  In the petition signed by Robert Conte, managing member, the
Debtor estimated $10 million to $50 million in assets and
liabilities. The Hon. Kevin R. Anderson is the case judge.  Holland
& Hart LLP, led by Ellen E. Ostrow, and Stoker & Swinton, serve as
counsel to the Debtor.


COVIA HOLDINGS: Bank Debt Trades at 18% Off
-------------------------------------------
Participations in a syndicated loan under which Covia Holdings
Corporation is a borrower traded in the secondary market at 82.50
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 3.02 percentage points from
the previous week. Covia Holdings pays 375 basis points above LIBOR
to borrow under the $1.650 billion facility. The bank loan matures
on June 1, 2025. Moody's rates the loan 'Ba3' 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 15.


CREATIVE LEARNING: Seeks to Hire RECS OF NY as Broker
-----------------------------------------------------
Creative Learning Systems, LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to hire a
broker.

The Debtor proposes to employ RECS OF NY, LLC to market and sell
its business and pay the firm 6% of the sales price.  The $250
retainer, which was required at the time of signing the engagement
agreement, will be credited against the commission at closing.

David Duboff, president of RECS, attests that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     David Duboff
     RECS OF NY LLC
     90 Corbin Hill Road
     Montgomery, NY 10922
     Phone: 914-224-6807
     Email: dduboff@msn.com

                  About Creative Learning Systems

Creative Learning Systems, LLC, which conducts business under the
name The Goddard School, has used the most current, academically
endorsed methods to ensure that children from six weeks to six
years old have fun while learning the skills they need for
long-term success in school and in life.

Creative Learning Systems filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-23814) on Nov. 26, 2018, estimating under $1
million in both assets and liabilities.

The case has been assigned to Judge Robert D. Drain.  The Law
Office of Rick S. Cowle, P.C., led by principal Rick S. Cowle, is
the Debtor's counsel.


DEVORSHIA RUSSELL: SESH Bid to Transfer ARS Suit to Texas Ct. Nixed
-------------------------------------------------------------------
District Judge Dominic W. Lanza denied Defendant Spring Excellence
Surgical Hospital, LLC's (SESH) renewed motion to transfer the case
captioned Advanced Reimbursement Solutions LLC, Plaintiff, v.
Spring Excellence Surgical Hospital LLC, Defendant, No.
CV-17-01688-PHX-DWL (D. Ariz.) to the Southern District of Texas.

Plaintiff Advanced Reimbursement Solutions, LLC (ARS) is a
third-party medical billing service located in Phoenix, Arizona
that contracts with medical providers to process and bill
out-of-network health insurance claims. ARS alleges that it entered
into a contract, the Executive Billing Agreement with SESH, a
hospital located in Texas, and that SESH did not fully perform
under the Billing Agreement. Joanna Davis, representing herself to
be SESH's CEO, executed the Billing Agreement on behalf of SESH.
Initially, SESH and Davis were both named as defendants, but ARS
recently dismissed Davis as a party.

SESH previously requested to transfer venue to the Southern
District of Texas. The Court ruled that venue was proper in this
District and declined to "address whether the Southern District of
Texas is a more convenient forum" because SESH had "fail[ed] . . .
to develop this argument."

SESH now renews its motion to transfer under 28 U.S.C. section
1404(a) and section 1412. SESH contends this case has many ties to
the Southern District of Texas, including that: (1) SESH's business
operations are located in the Southern District of Texas; (2) the
three initial managers and the individuals with ownership interests
in the sole initial member, Excellence Medical Group, LLC, of SESH
and the current controlling member of the entity with a controlling
interest in SESH are residents of the Southern District of Texas;
(3) SESH and related entities initiated a lawsuit against EMG and
its principals in the Southern District of Texas on May 8, 2017;
(4) EMG filed a voluntary petition for Chapter 7 bankruptcy
protection in Bankruptcy Court for the Southern District of Texas
on Oct. 30, 2017; (5) Devorshia Russell, one of SESH's initial
managers, filed a voluntary petition for Chapter 11 bankruptcy in
Bankruptcy Court for the Southern District of Texas on April 28,
2018; and (6) Davis filed a voluntary petition for Chapter 7
bankruptcy in Bankruptcy Court for the Southern District of Texas
on July 18, 2018. SESH further asserts that it intends to assert
cross-claims against Davis and (possibly) third-party claims
against Russell and that, under the forum-selection clause in
SESH's initial operating agreement, such claims would need to be
litigated in the Southern District of Texas.

In considering the validity of the forum-selection clause in the
Billing Agreement, the Court holds that SESH has failed to make
such a "strong showing" here. SESH did not even mention the
forum-selection clause in its motion. In its response, ARS invoked
the forum-selection clause and, perhaps anticipating SESH's
counter-arguments, submitted an array of evidence suggesting Davis
had authority to execute the Billing Agreement (and, ergo, the
forum-selection clause) on SESH's behalf. In its reply, SESH offers
no contrary evidence--it simply offers the ipse dixit that "Davis
signed without proper authority."

Given this record, not to mention the presumption of validity that
generally attaches to forum-selection clauses, the Court is
compelled to find that the forum-selection clause in the Billing
Agreement is valid. And because the forum-selection clause is
valid, the Court need not consider all of the arguments advanced by
SESH regarding its private interests in having the case transferred
to the Southern District of Texas. The Court may only consider the
public-interest factors, which "will rarely defeat a transfer
motion." This case is no exception, as it has many ties to Arizona
and Arizona law applies to many of its issues. Accordingly, SESH
renewed motion to transfer venue is denied.

A copy of the Court's Order dated Jan. 11, 2019 is available at
https://bit.ly/2IoR06V from Leagle.com.

Advanced Reimbursement Solutions LLC, a Delaware limited liability
company, Plaintiff, represented by Andrea Lynn Marconi --
amarconi@thorpeshwer.com -- Thorpe Shwer PC, Bradley David Shwer --
bshwer@thorpeshwer.com -- Thorpe Shwer PC & Sara Rebecca Witthoft
-- switthoft@thorpeshwer.com -- Thorpe Shwer PC.

Spring Excellence Surgical Hospital LLC, a Texas limited liability
company, Defendant, represented by Daniel Price Crane --
dan.crane@bclplaw.com -- Bryan Cave Leighton Paisner LLP & Kyle
Sylvan Hirsch -- kyle.hirsch@bclplaw.com -- Bryan Cave Leighton
Paisner LLP.

Devorshia Janell Russell filed for chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 18-32186) on April 28, 2018, and is
represented by Lewis R. Landau, Esq.


DONCASTERS FINANCE: Bank Debt Trades at 9% Off
----------------------------------------------
Participations in a syndicated loan under which Doncasters Finance
US LLC is a borrower traded in the secondary market at 90.83
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.07 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 15.


EASTMAN KODAK: Names Jim Continenza Executive Chairman
------------------------------------------------------
The Board of Directors of Eastman Kodak Company announced the
appointment of Jim Continenza as the company's new executive
chairman, effective immediately.  Continenza, who has served as
Chairman of Kodak's Board of Directors since 2013, will continue as
Board Chairman while also assuming the responsibilities of Jeffrey
J. Clarke, who is stepping down after nearly five years as chief
executive officer.

In his role as Board Chairman, Continenza, 56, has led the
Company's efforts to improve its capital structure, execute
strategic M&A transactions and drive investment in growth engines.
He brings robust experience and a proven track record guiding
several leading, innovative technology companies through
transformations.

Continenza said: "I am thrilled to build upon our Board's strategic
vision and become an integral part of day-to-day operations as the
Company continues to execute on its previously announced
initiatives.  Importantly, I look forward to helping Kodak build
long-term value for shareholders as we continue to deleverage our
balance sheet, increase operational efficiencies, and maximize the
potential of our key growth drivers.  I'd like to thank Jeff for
his strong leadership and I'm optimistic about the future of Kodak
given our team, our assets and the opportunities ahead."

Kodak's leadership team and Board will continue to focus on the
Company's current strategic initiatives, including:

   * executing on the sale of the Flexographic Packaging Division
    (FPD), a business that has demonstrated high growth;

   * completing efficiency actions expected to result in $40
     million of annualized savings and improved liquidity;

   * driving Kodak's key growth areas of SONORA Process-Free
     Plates, enterprise inkjet, workflow software and brand
     licensing, while continuing to maximize value in print
     systems, film and advanced materials; and

   * commitment to growth in Motion Picture film, having seen 32
     Oscar nominations for films shot on film in 2019.

Former CEO Jeffrey J. Clarke added: "It was a privilege to lead
Kodak during a time of transition and am pleased to leave the
Company in a position of strength after the execution of the
agreement to sell our Flexographic Packaging Division.  The Board
and I mutually agreed that now is the time to hand the reins to new
leadership, and I am confident that Jim is the right leader to take
the Company to the next phase of its transformation."

Clarke will be available to Continenza and the Board to ensure a
smooth transition.

Continenza currently serves as Chairman of the Board of Merrill
Corporation, LLC and Sorenson Communications LLC.  He also serves
on the Board of Directors of Nextel International, Inc. (NASDAQ:
NIHD).  Continenza is also the founder, Chairman and CEO of Vivial
Inc., a privately held marketing technology and communications
company.  Continenza was previously Chairman of the Board of Tembec
Inc. (TSE: TMB.CO), Neff Rental, LLC, Aventine Renewable Energy,
Inc., Southwest Georgia Ethanol, LLC, BioFuel Energy Corporation,
and Portola Packaging, Inc.  He also previously served on the Board
of Directors for Hawkeye Renewables, Blaze Recycling, LLC, Anchor
Glass Container Corporation, Rath-Gibson Inc., Rural Cellular
Corporation, U.S.A. Mobility, Inc., MAXIM Crane Works, Inc., Arch
Wireless, Inc., Broadview Networks, LLC, Teligent, Inc. and
Microcell Telecommunications, Inc.

Clarke's seat on the Board will be filled by Phillippe D. Katz,
newly appointed director of Kodak.  Katz has served as partner at
the investment firm of United Equities Commodities Company since
1996.  He also sits on the Board of Directors of Berkshire Bancorp,
Inc. and several private company boards.

In connection with Mr. Continenza's appointment as executive
chairman of the Company, the Company entered into an executive
chairman agreement with Mr. Continenza, pursuant to which Mr.
Continenza will serve as executive chairman of the Company until
Feb. 19, 2021 (or such earlier date upon which Mr. Continenza is
removed from or resigns from the Board or Mr. Continenza's
employment terminates in accordance with the terms of the Executive
Chairman Agreement).  In connection with his appointment as
executive chairman, Mr. Continenza has been removed as a member of
the Executive Compensation Committee and Nominating and Corporate
Governance and Nominating Committee of the Board.

Under the Executive Chairman Agreement, Mr. Continenza: (1) will
receive an annual base salary in an amount equal to $1,000,000 and
(2) will be eligible to participate in the Company's Executive
Compensation for Excellence and Leadership Plan.  Mr. Continenza's
annual target award under the EXCEL Plan will be 75% of his annual
base salary.

Pursuant to the terms of the Executive Chairman Agreement, in
connection with Mr. Continenza's appointment as executive chairman
of the Company, on Feb. 20, 2019, the Compensation Committee
granted Mr. Continenza options to purchase 2,050,000 shares of the
Company's common stock under the Eastman Kodak Company 2013 Omnibus
Incentive Plan (as amended) in four tranches.

           Separation Agreement with Jeffrey J. Clarke

In accordance with the Amended and Restated Employment Agreement,
dated as of March 30, 2017, between Eastman Kodak Company and
Jeffrey J. Clarke, the chief executive officer of the Company, the
Company and Mr. Clarke mutually agreed to terminate Mr. Clarke's
employment as of Feb. 20, 2019 pursuant to a Separation Agreement
and Release by and between the Company and Mr. Clarke.  Mr.
Clarke's employment terminated on Feb. 20, 2019.

Under the Separation Agreement and as contemplated by the A&R
Employment Agreement, in consideration for Mr. Clarke's release of
claims against the Company and its affiliates and his
post-employment covenants, including confidentiality,
non-competition and non-solicitation provisions, set forth in the
Separation Agreement, Mr. Clarke will be entitled to receive: (i) a
severance payment equal to two years' base salary, in the total
gross amount of $2,000,000, (ii) accelerated vesting of the next
tranche of his stock options that would have vested had he remained
employed through such following vesting date, with the total number
of shares for which such newly vested options are exercisable being
237,521, (iii) an amount equal to 30 days of current base salary,
in the total gross amount of $82,130.44, (iv) unpaid compensation
through Feb. 20, 2019, in the total gross amount of $122,647.16,
which includes $111,149 in vacation pay that was accrued prior to
Feb. 1, 2016, and (v) his Earned Annual Incentive (as defined in
the A&R Employment Agreement), if any, for the fiscal year ending
Dec. 31, 2018 and his Pro-Rata Annual Incentive, if any, for the
fiscal year ending Dec. 31, 2019, in accordance with the terms and
conditions of the A&R Employment Agreement.  Mr. Clarke may revoke
the Separation Agreement for a period of seven days after Feb. 20,
2019, the date Mr. Clarke executed the Separation Agreement.  The
Separation Agreement will not become effective or enforceable until
the eighth day following Mr. Clarke's execution.

In connection with ending his employment, Mr. Clarke is also
resigning in his capacity as a member of the Company's Board of
Directors and in all capacities as a director, officer, member,
manager or partner of the Company and its subsidiaries, effective
as of Feb. 20, 2019.

                       About Eastman Kodak

Kodak is a technology company focused on imaging.  The Company
provides -- directly and through partnerships with other innovative
companies -- hardware, software, consumables and services to
customers in graphic arts, commercial print, publishing, packaging,
electronic displays, entertainment and commercial films, and
consumer products markets.  For additional information on Kodak,
visit kodak.com.  Kodak is headquartered in Rochester, New York.

                         Going Concern

The Company stated in its Quarterly Report for the period ended
Sept. 30, 2018, that it has $395 million of outstanding
indebtedness under the Senior Secured First Lien Term Credit
Agreement.  The loans made under the First Lien Term Credit
Agreement become due on the earlier to occur of (i) the maturity
date of Sept. 3, 2019 or (ii) the acceleration of those loans
following the occurrence of an event of default.  The Company also
has issued approximately $85 million and $96 million of letters of
credit under the Amended and Restated Credit Agreement as of Sept.
30, 2018 and Dec. 31, 2017, respectively.  Should the Company not
repay, refinance or extend the maturity of the loans under the
existing First Lien Term Credit Agreement prior to June 5, 2019,
the termination date will occur under the Amended Credit Agreement
on that date unless the Amended Credit Agreement has been amended
in the interim.  Upon the occurrence of the termination date under
the Amended Credit Agreement, the obligations thereunder will
become due and the Company will need to provide alternate
collateral in place of the letters of credit issued under the
Amended Credit Agreement.

As of Sept. 30, 2018 and Dec. 31, 2017, Kodak had approximately
$238 million  and $344 million, respectively, of cash and cash
equivalents. $122 million and $172 million was held in the U.S. as
of Sept. 30, 2018 and Dec. 31, 2017, respectively, and $116 million
and $172 million were held outside the U.S.  Cash balances held
outside the U.S. are generally required to support local country
operations and may have high tax costs or other limitations that
delay the ability to repatriate, and therefore may not be readily
available for transfer to other jurisdictions. Outstanding
inter-company loans to the U.S. as of Sept. 30, 2018 and Dec. 31,
2017 were $379 million and $358 million, respectively, which
includes short-term intercompany loans from Kodak's international
finance center of $81 million and $59 million as of Sept. 30, 2018
and Dec. 31, 2017, respectively.  In China, where approximately $60
million and $108 million of cash and cash equivalents was held as
of Sept. 30, 2018 and Dec. 31, 2017, respectively, there are
limitations related to net asset balances that may impact the
ability to make cash available to other jurisdictions in the world.
Kodak had a net decrease in cash, cash equivalents, and restricted
cash of $109 million, $122 million, and $158 million for the years
ended Dec. 31, 2017, 2016, and 2015, respectively, and a decrease
in cash, cash equivalents, and restricted cash of $113 million for
the nine months ended Sept. 30, 2018.

As of Nov. 9, 2018, Kodak has debt coming due within twelve months
and does not have committed financing or available liquidity to
meet those debt obligations if they were to become due in
accordance with their current terms.  In October 2018, Kodak
entered into a non-binding work letter with an existing lender
under the First Lien Term Credit Agreement and another potential
financing source, which outlines the terms and conditions of a
proposed new term loan facility.  The proceeds from the proposed
new facility, if consummated, would be used to refinance the loans
under the First Lien Term Credit Agreement in full.  The
non-binding work letter replaces the non-binding letter of intent
entered into during the third quarter of 2018.  Under the
non-binding work letter, Kodak has agreed to work exclusively with
the potential financing sources to reach a binding commitment
letter setting out the key terms of the proposed new facility.
Kodak is currently in negotiations with the potential financing
sources regarding the terms of the proposed new facility, however,
there can be no assurance that Kodak and the potential financing
Kodak has retained an investment banker in connection with a sale
of its Flexographic Packaging segment and is in negotiations on an
exclusive basis to sell this segment.  Net proceeds from any sale
of Kodak's Flexographic Packaging segment will be used to reduce
outstanding term loan debt. Under the terms of the First Lien Term
Credit Agreement, Kodak is required to maintain a Secured Leverage
Ratio.  The Secured Leverage Ratio is generally determined by
dividing secured debt, net of U.S. cash and cash equivalents, by
consolidated EBITDA, as calculated under the First Lien Term Credit
Agreement.  The consolidated EBITDA, as calculated under the First
Lien Term Credit Agreement, could be adversely affected by the sale
process or the sale of the Flexographic Packaging segment, which
could result in non-compliance with a debt covenant.  

Additionally, Kodak is facing liquidity challenges due to negative
cash flow.  Based on forecasted cash flows, there are uncertainties
regarding Kodak's ability to meet commitments in the U.S. as they
come due.  Kodak's plans to improve cash flow include reducing
interest expense by decreasing the debt balance using proceeds from
asset sales, including the sale of the Flexographic Packaging
segment; further restructuring Kodak's cost structure; and paring
investment in new technology by eliminating, slowing, and
partnering with investors in product development programs.

The sale of the Flexographic Packaging segment and/or refinancing
of the loans under the First Lien Term Credit Agreement are not
solely within Kodak's control.  Executing agreements for the sale
or a refinancing of the First Lien Term Credit Agreement and the
timing for a closing of the sale or a refinancing of the First Lien
Term Credit Agreement are dependent upon several external factors
outside Kodak's control, including but not limited to, the ability
of the Company to reach acceptable agreements with different
counterparties and the time required to meet conditions to closing
under a sale agreement or credit facility.

Kodak makes no assurances regarding the likelihood, certainty or
timing of consummating any asset sales, including of the
Flexographic Packaging segment, refinancing of the Company's
existing debt, or regarding the sufficiency of any such actions to
meet Kodak's debt obligations, including compliance with debt
covenants, or other commitments in the U.S. as they come due.
Kodak said these conditions raise substantial doubt about its
ability to continue as a going concern.


ERNEST VICKNAIR: $20K Sale of 10% Interest in Hamilton Withdrawn
----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana withdrew the original motion of Patrick J.
Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., asking
approval of proposed sale of the Debtor's 10% interest in Hamilton,
LLC to Quentin Falgoust or his designee for $20,000, subject to
overbid.

The counsel has filed a new and amended motion.

The Disbursing Agent will serve the Order on the required parties
who will not receive notice through the ECF system pursuant to the
FRBP and the LBRs and file a certificate of service to that effect
within three days.

                        About the Debtor

Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017.

The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm,
LLC, as counsel.

On April 9, 2018, the Court confirmed the Debtor's Plan of
Reorganization as of Dec. 4, 2017 with Immaterial Modifications as
of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the
Disbursing Agent.

On June 21, 2018, the Court approved Tiffany Mohre and Kathy
Neugent as realtors.


EYEPOINT PHARMACEUTICALS: Secures Up to $60 Million Debt Facility
-----------------------------------------------------------------
EyePoint Pharmaceuticals, Inc. has entered into a $60 million debt
facility with CR Group L.P. to retire existing debt and provide
additional working capital to support the recent launch of YUTIQTM
and the anticipated launch of DEXYCUTM expected later in the first
quarter of 2019.

The new facility consists of an initial draw of $35 million, of
which approximately $23 million will repay principal, prepayment
fees and other costs associated with the secured term loan obtained
from SWK Funding LLC in connection with the acquisition of Icon
Biosciences.  The remaining net proceeds will provide additional
working capital to support EyePoint's two product launches and
general operations.  EyePoint also has the option, at its sole
discretion, to borrow an additional $15 million prior to June 30,
2019.  An additional $10 million will be available on or before
March 31, 2020 should the Company achieve certain sales milestones
from its two commercial products, YUTIQ and DEXYCU. Throughout the
facility's five-year term, the Company is required to make
interest-only payments.

Luke Duster, partner of CRG, stated, "CRG is pleased to be able to
provide EyePoint with financing options as the Company launches its
commercial products and looks to alter the treatment landscape for
two ophthalmic diseases.  We hope that this is the start of a
long-term relationship as we partner with EyePoint and the Company
expands its ophthalmic product portfolio in the future."

"This financing illustrates our confidence in the trajectory of our
product launch plans for YUTIQ and DEXYCU and continued growth as a
company," said David Price, chief financial officer of EyePoint
Pharmaceuticals.  "The new debt facility provides us with
approximately $11.4 million in additional working capital after
repaying our existing debt, and, importantly, provides us with
significant funding options for the continued support of our two
product launches."

On Nov. 6, 2018, EyePoint announced a change in its fiscal year end
to December 31.  Accordingly, the Company's next SEC periodic
report will be filed on Form 10-KT in March 2019 and a conference
call will be scheduled to discuss results at that time.

                          About CRG

CRG -- http://www.crglp.com/-- is a healthcare-focused investment
firm with nearly $4 billion of assets under management.  The firm
seeks to commit between $20.0 to $300.0 million in companies across
the healthcare spectrum, including: medical devices,
biopharmaceuticals, tools & diagnostics, services and information
technology.  CRG provides growth capital in the form of long-term
debt and equity to support innovative, commercial-stage healthcare
companies that address large, unmet medical needs.  The firm
partners with public and private companies to provide flexible
financing solutions and world-class support to achieve exceptional
growth objectives with minimal dilution.  CRG maintains offices in
Boulder, New York and Houston.

                About EyePoint Pharmaceuticals

EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders.  With the approval by the FDA on Oct.
12, 2018 of YUTIQ three-year treatment of chronic non-infectious
uveitis affecting the posterior segment of the eye, the Company has
developed five of the six FDA-approved sustained-release treatments
for eye diseases.

EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million for the year ended June 30, 2017.  As of Sept. 30, 2018,
the Company had $88.85 million in total assets, $41.15 million in
total liabilities, and $47.70 million in total stockholders'
equity.

Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.


FANNIE MAE: Reports $15.95 Billion Net Income for 2018
------------------------------------------------------
Federal National Mortgage Association has filed with the Securities
and Exchange Commission its Annual Report on Form 10-K reporting
net income of $15.95 billion on $117.04 billion of total interest
income for the year ended Dec. 31, 2018, compared to net income of
$2.46 billion on $109.85 billion of total interest income for the
year ended Dec. 31, 2017.

As of Dec. 31, 2018, the Company had $3.41 trillion in total
assets, $3.41 trillion in total liabilities, and $6.24 billion in
total stockholders' equity.

Hugh R. Frater, chief executive officer of Fannie Mae, commented,
"We enjoyed a solid quarter based on a strong credit environment in
a business that is driven by guarantee fee income rather than the
retained mortgage investment portfolio, which continues to
decline.

"The core of our business is helping our customers provide
America's homeowners and renters with the best possible experience.
Customers are at the core of everything we do.

"Looking ahead, we will continue working with our customers and
other partners on critical challenges, such as increasing the
supply of affordable housing and driving digital transformation of
the mortgage industry."

Business Highlights

   * Fannie Mae provided approximately $512 billion in liquidity
     to the mortgage market in 2018 and was the largest issuer of
     single-family mortgage-related securities in the secondary
     market for the full year and fourth quarter of 2018.  More
     than 56% of the single-family mortgage loans the company
     acquired were affordable to families earning at or below 120%
     of the area median income, providing support for both
     affordable and workforce housing.  The company's estimated
     market share of new single-family mortgage-related securities
     issuances was 39% for full year 2018 and 37% for the fourth
     quarter of 2018.

   * Fannie Mae completed its first Connecticut Avenue Securities
    (CAS) offering under a Real Estate Mortgage Investment Conduit
    (CAS REMIC) structure in November 2018.  This new structure
     achieves insurance accounting treatment for CAS, which aligns
     the timing of the recognition of CAS benefits with credit
     losses.  The structure also is designed to promote the
     continued growth of the market by expanding the potential
     investor base for these securities and limiting investor
     exposure to Fannie Mae counterparty risk, without disrupting
     the To-Be-Announced (TBA) MBS market.

   * Fannie Mae has transferred a portion of the credit risk on
     single-family mortgages with an unpaid principal balance of
     more than $1.5 trillion since 2013, measured at the time of
     the transactions, including approximately $354.0 billion in
     2018.  As of Dec. 31, 2018, $1.1 trillion in single-family
     mortgages or approximately 39% of the loans in the company's
     single-family conventional guaranty book of business,
     measured by unpaid principal balance, were covered by a
     credit risk transfer transaction.

   * Fannie Mae provided $65.4 billion in multifamily financing in

     2018, which supported 777,000 units of multifamily housing.
     More than 90% of the multifamily units the company financed
     were affordable to families earning at or below 120% of the
     area median income, providing support for both affordable and

     workforce housing.  Fannie Mae was one of the largest issuers

     of Green Bonds in the world in 2018, issuing more than $20
     billion in Green MBS during the year and increasing the
     multifamily green financing book of business to more than $50

     billion.

   * Fannie Mae continued to share credit risk with lenders on
     nearly 100% of the company's new multifamily business volume
     through its Delegated Underwriting and Servicing (DUS)
     program.  To complement the company's lender loss sharing
     program, the company completed its third and fourth
     multifamily Credit Insurance Risk Transfer (CIRT)
     transactions in 2018, which covered multifamily loans with an

     unpaid principal balance of approximately $22.0 billion.

                  CREDIT RISK TRANSFER TRANSACTIONS

Fannie Mae continues to innovate and improve its credit risk
transfer programs, expanding the types of loans covered and
promoting the continued growth of the credit risk transfer market.
For single-family mortgages, Fannie Mae has relied principally on
two types of transactions to transfer credit risk: its Connecticut
Avenue Securities (CAS) transactions and its Credit Insurance Risk
Transfer (CIRT) transactions.  In these transactions, the company
transfers to investors a portion of the credit risk associated with
losses on a reference pool of mortgage loans and in exchange pays
investors a premium that effectively reduces the guaranty fee
income the company retains on the loans.

In November 2018, Fannie Mae completed its first CAS offering under
a new Real Estate Mortgage Investment Conduit (REMIC) structure.
This new structure achieves insurance accounting treatment for CAS,
which aligns the timing of the recognition of CAS benefits with
credit losses.  The structure also is designed to promote the
continued growth of the market by expanding the potential investor
base for these securities and limiting investor exposure to Fannie
Mae counterparty risk, without disrupting the To-Be-Announced (TBA)
MBS market.

Fannie Mae continued to transfer a portion of the credit risk on
multifamily mortgages, and nearly 100% of the company's new
multifamily business volume had lender risk-sharing primarily
through the company's Delegated Underwriting and Servicing (DUS)
model in 2018.  To complement the company's lender loss sharing
program through DUS, Fannie Mae also transferred a portion of the
mortgage credit risk on multifamily loans in its multifamily
guaranty book of business to insurers or reinsurers through
multifamily CIRT transactions.  In 2018, the company completed its
third and fourth multifamily CIRT transactions.

               COMMON SECURITIZATION PLATFORM AND
                   SINGLE SECURITY INITIATIVE

In pursuit of the strategic goals identified by Fannie Mae's
conservator, for the past several years the company has been
working with FHFA, Freddie Mac, and Common Securitization Solutions
(CSS) on the development of a common securitization platform that
Fannie Mae expects to use to perform certain aspects of the
securitization process beginning in 2019.  The company has also
been working toward developing and implementing a single-family
uniform mortgage-backed security (UMBS) for Fannie Mae and Freddie
Mac.

The intended purpose of the common securitization platform, which
is operated by CSS, is to replace certain elements of Fannie Mae's
and Freddie Mac's proprietary systems for securitizing mortgages
and performing associated back office and administrative functions.
In addition, FHFA specified that the design of the common
securitization platform should allow for the integration of
additional market participants in the future.

The UMBS is intended to maximize liquidity for both Fannie Mae and
Freddie Mac mortgagebacked securities in the TBA market.  In March
2018, FHFA announced that Fannie Mae and Freddie Mac will start
issuing these UMBS in June 2019.

Once UMBS are issued, lender customers, securities dealers, and
other investors will be able to swap UMBS issued by either Fannie
Mae or Freddie Mac for a new form of structured security issued and
guaranteed by Fannie Mae that combines collateral and provides
Fannie Mae's guaranty of principal and interest on the underlying
UMBS, even if that UMBS was not issued by Fannie Mae.  The company
expects that once it begins issuing UMBS, the vast majority of its
single-family MBS will be issued as UMBS.

Historically, Fannie Mae MBS had a trading advantage over
comparable Freddie Mac PCs.  One of FHFA's stated objectives for
the Single Security Initiative is to reduce the costs to Freddie
Mac and taxpayers that result from differences in liquidity of
Fannie Mae MBS and Freddie Mac PCs.  In the last couple of years,
as the implementation date of the Single Security Initiative has
drawn closer, Fannie Mae MBS and comparable Freddie Mac PCs have
been trading at or near parity.

                 FINANCIAL PERFORMANCE OUTLOOK

Fannie Mae expects to remain profitable on an annual basis for the
foreseeable future; however, certain factors could result in
significant volatility in the company's financial results from
quarter to quarter or year to year.  Fannie Mae expects quarterly
volatility in its financial results due to a number of factors,
particularly changes in market conditions that result in
fluctuations in the estimated fair value of derivatives and other
financial instruments that it marks to market through its earnings.
Other factors that may result in volatility in the company's
quarterly financial results include developments that affect its
loss reserves, such as redesignations of loans held for investment
to held for sale, changes in interest rates, home prices or
accounting standards, or events such as natural disasters, and
other factors.

Additional factors may affect Fannie Mae's profitability in the
future.  While the redesignation of reperforming and nonperforming
loans from held-for-investment to held-for-sale has been a
significant driver of credit-related income in recent periods, the
company may see a reduced impact from this activity in the future
to the extent the population of loans it is considering for
redesignation declines.  Further, Fannie Mae's implementation of
the Current Expected Credit Loss (CECL) standard on Jan. 1, 2020
may introduce volatility in the company's results thereafter as
credit-related income or expense will include expected lifetime
losses and thus become more sensitive to fluctuations in the
factors detailed above.  In addition, a rising interest rate
environment and possible decreases in Fannie Mae's retained
mortgage portfolio could result in a decrease in the company's net
interest income in 2019.

The potential for significant volatility in the company's financial
results could result in a net loss in a future quarter. Fannie Mae
is permitted to retain up to $3.0 billion in capital reserves as a
buffer in the event of a net loss in a future quarter.  However,
any net loss the company experiences in the future could be greater
than the amount of its capital reserves, resulting in a net worth
deficit for that quarter.  If the company experiences a net worth
deficit in a future quarter, it will be required to draw additional
funds from Treasury under the senior preferred stock purchase
agreement to avoid being placed into receivership.

                 ABOUT FANNIE MAE'S CONSERVATORSHIP
                    AND AGREEMENTS WITH TREASURY

Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008.  Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the Director of FHFA has
directed Fannie Mae to pay dividends to Treasury on a quarterly
basis since entering into conservatorship in 2008 for every
dividend period for which dividends were payable.

Fannie Mae expects to pay Treasury a first quarter 2019 dividend of
$3.2 billion by March 31, 2019.  The senior preferred stock
provides for dividends each quarter in the amount, if any, by which
the company's net worth as of the end of the prior quarter exceeds
a $3.0 billion capital reserve amount.

As of Feb. 14, 2019, the maximum amount of remaining funding under
the agreement is $113.9 billion.  If the company were to draw
additional funds from Treasury under the agreement with respect to
a future period, the amount of remaining funding under the
agreement would be reduced by the amount of our draw.  Dividend
payments the company makes to Treasury do not restore or increase
the amount of funding available to it under the agreement.
Although Treasury owns Fannie Mae's senior preferred stock and a
warrant to purchase 79.9% percent of the company's common stock,
and has made a commitment under a senior preferred stock purchase
agreement to provide the company with funds to maintain a positive
net worth under specified conditions, the U.S. government does not
guarantee the company's securities or other obligations.

A full-text copy of the Form 10-K is available for free at:

                        https://is.gd/Qb6dCZ

                 About Fannie Mae and Freddie Mac

Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.  Through its single-family and
multifamily business segments, the Company provided approximately
$570 billion in liquidity to the mortgage market in 2017, which
enabled the financing of approximately 3 million home purchases,
refinancings or rental units.

A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.  Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.


FELCOR LODGING: S&P Withdraws 'B+' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings on Feb. 21 withdrew its ratings on FelCor
Lodging L.P., including its 'B+' issuer credit rating on the
company, the 'BB-' issue-level rating on FelCor's $475 million
senior unsecured notes due 2025, and the 'B-' issue credit rating
on RLJ Lodging Trust Inc.'s series A cumulative convertible
preferred stock.

The withdrawal is at the issuer's request. The outlook was stable
at the time of withdrawal.


FLORA CITY, IL: Moody's Alters Outlook on Ba1 Rating to Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the City
of Flora, IL's outstanding general obligation unlimited tax (GOULT)
debt. Concurrently, the outlook has been revised to negative from
stable. The city has $13.5 million in rated GOULT debt.

RATINGS RATIONALE

The Ba1 rating reflects the city's small, concentrated tax base,
weak socioeconomic profile and high debt and pension burden. The
rating also reflects the city's adequate financial position and
solid operations across all funds, but significant general fund
reliance on enterprise fund support and liquidity risk associated
with a bank loan.

RATING OUTLOOK

The negative outlook reflects liquidity risk associated with a
large principal payment due December 31, 2020 on a bank loan that
the city took out on behalf of a local manufacturer (North American
Lighting). Should the city be unable to execute its plan to either
use proceeds from a land sale to the manufacturer to repay the loan
or refinance the loan, its internal liquidity would be
substantially narrowed.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Sustained improvement in reserves and liquidity

  - Refinancing of the North American Lighting bank loan that
preserved the city's liquidity position

  - Reduced fixed costs

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Decline in liquidity or increased likelihood that the city will
need to draw on its cash to make a large bank loan payment

  - Weakening of operations at the city's top taxpayer and electric
payer

  - Increased leverage and fixed cost burden

LEGAL SECURITY

The city's GOULT debt is secured by its full faith and credit and
pledge to levy unlimited ad valorem property taxes.

PROFILE

The city of Flora is located in Clay County, approximately 100
miles east of St. Louis, MO (Baa1 stable). The city's estimated
population was approximately 4,900 in 2016.


FULLBEAUTY BRANDS: Hires Prime Clerk as Administrative Advisor
--------------------------------------------------------------
FullBeauty Brands Holdings Corp. and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Prime Clerk LLC as administrative advisor.

The firm will manage and coordinate distributions pursuant to the
companies' prepackaged Chapter 11 plan of reorganization and will
provide other bankruptcy administrative services.

Prime Clerk will be paid at these hourly rates:

     Director of Solicitation                $210
     Solicitation Consultant                 $190
     COO and Executive VP               No charge
     Director                         $175 - $195
     Consultant/Senior Consultant       $65- $165
     Technology Consultant              $35 - $95
     Analyst                            $30 - $45

Benjamin Steele, a partner at Prime Clerk, assured the court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                      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 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 have been assigned to Judge Robert D. Drain.

The companies 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.

The companies filed a joint prepackaged Chapter 11 plan of
reorganization, which was confirmed by the court on February 5,
2019.  The holders of 100% of first-in, last-out claims, 100% of
first lien claims, and 100% of the second lien claims voted to
accept the plan.  On February 7, 2019, the effective date of the
plan occurred.


FULLBEAUTY BRANDS: Seeks to Hire Kirkland & Ellis as Legal Counsel
------------------------------------------------------------------
FullBeauty Brands Holdings Corp. and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel.

The companies require Kirkland & Ellis to:

     a. give advice with respect to their powers and duties in the
continued management and operation of their businesses and
properties;

     b. advise and consult on the conduct of the Debtors' Chapter
11 cases;

     c. attend meetings and negotiate with representatives of
creditors and other parties in interest;

     d. take all necessary actions to protect and preserve the
companies' bankruptcy estates, including the prosecution or defense
of actions commenced against the estates, and representing them in
negotiations concerning litigation in which they are involved;

     e. represent the companies in connection with obtaining
authority to continue using cash collateral and post-petition
financing;

     f. advise the companies in connection with any potential sale
of their assets;

     g. advise the companies regarding tax matters; and

     h. provide other legal services in connection with their
Chapter 11 cases.

Kirkland's current hourly rates are:

     Partners           $1,025 – $1,795
     Of Counsel           $595 – $1,705
     Associates           $595 – $1,125
     Paraprofessionals    $235 – $460

Kirkland is a "disintrested person" within the meaning of section
101(14) of the Bankruptcy Code, according to Jonathan Henes,
president of Jonathan S. Henes, P.C.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Henes disclosed that Kirkland has not agreed to a variation of its
standard billing arrangements for its employment with the
companies.  

Mr. Henes also disclosed that no Kirkland professional has varied
his rate based on the geographic location of the companies'
bankruptcy cases, and that the companies have already approved the
firm's budget and staffing plan for the period February 3 to 10,
2019.

Kirkland can be reached through:

     Jonathan S. Henes, P.C.
     George Klidonas
     Rebecca Blake Chaikin
     Gene Goldmintz 300
     Kirkland & Ellis LLP
     Kirkland & Ellis International LLP
     601 Lexington Avenue
     New York, NY 10022
     Tel: (212) 446-4800
     Fax: (212) 446-4900

                      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 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 have been assigned to Judge Robert D. Drain.

The companies 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.

The companies filed a joint prepackaged Chapter 11 plan of
reorganization, which was confirmed by the court on February 5,
2019.  The holders of 100% of first-in, last-out claims, 100% of
first lien claims, and 100% of the second lien claims voted to
accept the plan.  On February 7, 2019, the effective date of the
plan occurred.


FULLBEAUTY BRANDS: Taps AlixPartners as Financial Advisor
---------------------------------------------------------
FullBeauty Brands Holdings Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire AlixPartners, LLP as their financial advisor.

AlixPartners will provide these services:

     a. advise and assist the companies' management in organizing
the companies' resources and activities so as to effectively and
efficiently plan, coordinate and manage the Chapter 11 process and
communicate with customers, lenders, suppliers, employees,
shareholders and other parties in interest;

     b. assist the management in designing and implementing
programs to manage or divest assets, improve operations, reduce
costs and restructure as necessary with the objective of
rehabilitating the business;

     c. assist the management and its professionals specifically
assigned to sourcing, negotiating and implementing any financing in
conjunction with the plan and the overall restructuring;

     d. assist in the preparation of the statement of affairs,
schedules and other regular reports required by the bankruptcy
court and testify before the court on matters within AlixPartners'
areas of expertise;

     e. assist in managing the "working group" professionals who
were assisting the companies in the reorganization process or who
were working for the companies' various stakeholders to improve
coordination of their effort and individual work product to be
consistent with the companies' overall restructuring goals;

     f. assist in obtaining and presenting information required by
parties in interest in the companies' bankruptcy process including
any official committees appointed;

     g. assist the companies in other business and financial
aspects of their bankruptcy cases.

AlixPartners' current standard hourly rates in effect as of January
1, 2019 are:

     Managing Director      $990 – $1,165
     Director               $775 – $945
     Senior Vice President  $615 – $725
     Vice President         $440 – $600
     Consultant             $160 – $435
     Paraprofessional       $285 – $305

Eric Koza, managing director of AlixPartners, attests that his firm
is a "disinterested person" within the meaning of section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Eric Koza
     AlixPartners, LLP
     2000 Town Center, Suite 2400
     Southfield, MI 48075
     Office: +1-212-561-4152
     Mobile: +1-617-877-1911
     Email: ekoza@alixpartners.com

                      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 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 have been assigned to Judge Robert D. Drain.

The companies 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.

The companies filed a joint prepackaged Chapter 11 plan of
reorganization, which was confirmed by the court on February 5,
2019.  The holders of 100% of first-in, last-out claims, 100% of
first lien claims, and 100% of the second lien claims voted to
accept the plan.  On February 7, 2019, the effective date of the
plan occurred.


GREATER LEWISTOWN: Plan Confirmation Hearing Set for April 11
-------------------------------------------------------------
The Bankruptcy Court has issued an order approving the revised
disclosure statement explaining the Chapter 11 plan proposed by
John P. Neblett, Esq., the Chapter 11 trustee for Greater Lewistown
Shopping Plaza, L.P.  The confirmation hearing will be held on
April 11, 2019 at 10:00 AM.

On July 26, 2018, the Court entered a Revised Order (A) Authorizing
Chapter 11 Trustee to Use Cash, (B) Granting Replacement Liens to
Lender, and (C) Granting Adequate Protection [Dkt. No 232] (the
"Cash Order"), which approved a stipulation between the Lender and
the Trustee regarding the terms and conditions for the use of cash
through a sale process to culminate with closing on or before March
31, 2019, and certain other stipulations.

In paragraphs K-M of the Cash Order, the Trustee, on behalf of the
Debtor and the Debtor's estate, stipulated that, among other
things, the debt owed to the Lender is valid and legally
enforceable, such debt is secured by properly perfected and
unavoidable first priority liens on, among other things, the
Property, and the Lender holds valid, allowable claims against the
Debtor.  The Trustee further stipulated that, as of the Petition
Date, the Debtor was indebted to the Lender in the amount of at
least $10,136,110.76 (the "Prepetition Indebtedness").

As of December 5, 2018, the Lender asserts that the indebtedness
owed to the Lender has increased to at least $11,056,807.69.
Additionally, paragraph M of the Cash Order required creditors and
parties-in-interest to challenge any of the stipulations in
paragraphs K-M of the Cash Order, the validity and enforceability
of the Lender's claims against the Debtor, liens and security
interests against the Property, and supporting documents, or the
amount of the Prepetition Indebtedness, including, without
limitation, interest, reasonable costs, attorneys’ fees, and any
other amounts owing, to the extent permitted by the Bankruptcy Code
(whether prepetition or postpetition) by August 31, 2018.

Paragraph M of the Cash Order further provided that if no
party-in-interest files any such challenge, the stipulations in
paragraphs. K-M of the Cash Order would become binding upon all
creditors and parties-in-interest and any claims, challenges, or
causes of action against the Lender will be waived. No challenges
were filed and accordingly, the Lender's claims against the Debtor
became "irrevocably deemed allowed secured claims (secured by
valid, perfected, and unavoidable liens)."

Further, in accordance with the requirements of the Cash Order, on
August 28, 2018, the Trustee filed a motion for the entry of an
order approving (i) auction procedures for the sale of the Property
and all Related Assets and (ii) form of Notice. (Docket No. 238)
The relief sought in that motion was granted by entry of the
Bidding Procedures Order on October 3, 2018. (Docket No. 255) After
entry of the Bidding Procedures Order, the Trustee engaged in
negotiations with University Park Plaza Corporation to serve as a
stalking horse bidder and filed a motion to revise the bid
procedures approved by the Bidding Procedures Order, schedule an
auction and hearing, and approve the sale of [assets] of the
Debtor. After the Lender raised certain objections to the relief
sought by the Trustee, the Trustee withdrew the motions and intends
to proceed with the process and auction approved by the Bidding
Procedures Order and, through this Plan, seeks approval of the sale
of the Property to either the Lender, if the credit bid submitted
by Lender is the highest offer for the Property, or to a third
party if a third party submits the highest and best offer for the
Property in accordance with the procedures approved by the Bidding
Procedures Order. The Trustee proposes, through this Plan, to pay
creditors.

The Trustee proposes, through this Plan, to pay creditors in
accordance with the order of priority of their Claims, from the
Sale Proceeds, Cash, as well as recoveries on any Causes of Action,
which the Trustee proposes to retain. Distribution of the Sale
Proceeds and Cash will be pursuant to a Confirmation Order entered
by the Court following the auction to be conducted pursuant to the
Bidding Procedures Order and confirmation of this Plan.

Class 1 - MSCI 2006-IQ11 are impaired. Paid from the proceeds of
the Sale up to the allowed amount of their claim, the remainder to
be classified as an unsecured deficiency claim.

Class 2 - Disam Holdings, LLC are impaired. Paid from the proceeds
of the Sale, to the extent any remain after payment of each secured
claim higher in priority, the remainder to be classified as an
unsecured deficiency claim.

Class 3 - Kish Bank and other allowed secured claimant are
impaired. Paid from the proceeds of the Sale, if any remain,  in
order of lawful priority, the remainder to be classified as an
unsecured deficiency claim.

Unsecured Claims consist of any Claim that is not an Administrative
Claim, a Professional Fee Claim, a Priority Tax Claim or a Secured
Claim.

Class 4 - General Unsecured Creditors are impaired. No payment is
expected, except as otherwise provided in the Sale Order.

A redlined version of the Revised Disclosure Statement dated
February 13, 2019, is available at https://tinyurl.com/yyt2kcan
from PacerMonitor.com at no charge.

A full-text copy of the Solicitation Version of the First Amended
Plan dated February 19, 2019, is available at
https://tinyurl.com/y5m8dyoo from PacerMonitor.com at no change.

          About Greater Lewistown Shopping Plaza

Greater Lewistown Shopping Plaza LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on
Feb. 23, 2017.  The petition was signed by Nicholas J Moraitis,
president, NJM Lewistown Properties, Inc., sole general partner of
Greater Lewistown Shopping Plaza, L.P.   At the time of the filing,
the Debtor estimated assets and liabilities of $10 million to $50
million.  

The case is assigned to Judge Robert N Opel II.  

The Debtor tapped Gary J. Imblum, Esq., at Imblum Law Offices,
P.C., as counsel.

John P. Neblett, Esq., was appointed Chapter 11 trustee in the
Debtor's case.  The Trustee tapped Mick Trombley Commercial Real
Estate Services as real estate agent.


HOLLAND & BARRETT: Bank Debt Trades at 11% Off
----------------------------------------------
Participations in a syndicated loan under which Holland & Barrett
BV is a borrower traded in the secondary market at 89.50
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 2.09 percentage points from
the previous week. Holland & Barrett pays 525 basis points above
LIBOR to borrow under the $450 million facility. The bank loan
matures on August 10, 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 15.

Holland & Barrett B.V., doing business as De Tuinen, owns and
operates grocery stores in the Netherlands. It offers
over-the-counter drugs, dietary supplements, and beauty care
products through own and franchise stores. The company is based in
Beverwijk, Netherlands.



HOME TRUST: S&P Raises ICR to 'BB+' on Very Strong Capitalization
-----------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating (ICR) on Toronto-based Home Trust Co. to 'BB+' from 'B+'.

At the same time, S&P raised its ICR on parent Home Capital Group
Inc. (HCG) to 'BB-' from 'B-', and affirmed its 'B' short-term ICR
on both. It also raised its ratings on Home Trust's certificates of
deposits to 'BB+' from 'B+'. The outlook on both entities is
stable.

Home Capital Group Inc. (HCG) has achieved several quarters of
mortgage loan growth, reestablished relationships with brokers, and
instituted a new management team; S&P believes the company is
firmly placed to continue to improve mortgages and profitability
while maintaining stronger governance and underwriting.

"We have observed several positive developments that we believe
have positioned HCG for consistent growth and improving
profitability. These reflect the company's efforts to develop the
franchise again and regain a dominant market share in the Canadian
nonprime mortgage market after a liquidity crisis almost two years
ago," S&P said.

S&P said progress with these efforts has led it to improve its
business position assessment. Increased stability in HCG's senior
leadership team also supports S&P's improved assessment. At the
same time, S&P has stronger conviction that its forecast
risk-adjusted capital (RAC) ratio for HCG will exceed its threshold
for a very strong assessment (above 15%) within the next 12 months.


"We base this on our belief that profitability will continue to
improve, leading to sustained internal capital generation. This has
led us to improve our capital and earnings assessment," S&P said.
"We also believe that HCG will refrain from resuming dividend
payouts before the latter part of 2019 or early 2020, since the
focus is on loan growth."  S&P said it expects share repurchases,
however, to continue and that it applies a higher risk weight (than
on conventional mortgages) to HCG's uninsured nonprime mortgages.

The stable outlook reflects S&P's expectation that HCG will
continue to demonstrate sustained growth and improving
profitability, while maintaining strong asset quality metrics and a
RAC ratio of more than 15%, within S&P's one-year outlook horizon.


"The likelihood of a further upgrade is small during our outlook
horizon. Were it to occur, it would most likely result from a
significantly higher share of directly sourced (versus brokered)
deposits, or significant improvement in diversifying loan assets by
type and geography," S&P said.

"We could lower the ICR should growth slow and profitability not
improve sufficiently, or if a sharper downturn in the Canadian
housing market than we expect were to reveal unexpected weaknesses
in asset quality. We could also consider a negative rating action
if we expect our RAC ratio for HCG to fall below 15% and remain
there for an extended period," S&P said.


HOOK LINE: Taps Hanrahan & Associates as Valuation Expert
---------------------------------------------------------
Hook Line & Sinker, Inc., received approval from the U.S.
Bankruptcy Court for the District of Alaska to hire Hanrahan &
Associates, LLC as its valuation expert.

The firm will review the valuation conducted in support of the
Chapter 11 plan proposed by Robert Jurasek.  

Hook Line believes that the key elements of the plan, the
investment of $420,000 by Mr. Jurasek in exchange for 50% of the
equity in the company, and the transfer of the other 50% to
Salamatof Native Association, Inc. for a $500,000 credit on its
$1.9 million claim, are not fair or equitable.  

Hanrahan & Associates does not represent any interest adverse to
the Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     Michael R. Hanrahan
     Hanrahan & Associates, LLC
     P.O. Box 92843
     Anchorage, AK 99509
     Phone: (907) 276-0457
     Fax: (907) 276-1130
     E-mail: hanrahan@ak.net

                     About Hook Line & Sinker

Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Alaska Case No. 17-00415).  Judge Gary
Spraker oversees the case.  David H. Bundy, Esq., is the Debtor's
bankruptcy counsel.

The Debtor filed its proposed Chapter 1 plan of reorganization on
June 21, 2018.  Robert Jurasek filed a rival Chapter 11 plan on
Dec. 21, 2018.


ICON CONSTRUCTION: Hires Joyce W. Lindauer as Counsel
-----------------------------------------------------
Icon Construction, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC, as counsel to the Debtor.

Icon Construction requires Joyce W. Lindauer to represent the
Debtor in the Chapter 11 Bankruptcy proceedings.

Joyce W. Lindauer will be paid at these hourly rates:

     Attorneys            $225 to $395
     Paralegals               $125

Joyce W. Lindauer will be paid a retainer in the amount of $16,717,
inclusive of the filing fee.

Joyce W. Lindauer will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Joyce W. Lindauer, a partner at Joyce W. Lindauer Attorney, PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Joyce W. Lindauer can be reached at:

     Joyce W. Lindauer, Esq.
     Jeffery M. Veteto, Esq.
     JOYCE W. LINDAUER ATTORNEY, PLLC
     12720 Hillcrest Road, Suite 625
     Dallas, TX 75230
     Tel: (972) 503-4033
     Fax: (972) 503-4034

                     About Icon Construction

Icon Construction -- http://icon-construction.com/ -- is a small
business general contractor specializing in design/build of
permanent modular and temporary modular buildings. Since April 1,
1998 Icon Construction has been able to meet the space needs of
major markets, including military,education, administration
facilities, health care, government, commercial and residential
manufacturing.

Icon Construction, Inc., based in McKinney, TX, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 19-40279) on February 1, 2019.
The Hon. Brenda T. Rhoades oversees the case.  Joyce W. Lindauer,
Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy
counsel.  In the petition signed by Mansour Khayal, president, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.


ICON CONSTRUCTION: Seeks Authority to Use BOKF Cash Collateral
--------------------------------------------------------------
Icon Construction, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Texas to use the cash collateral
BOKF, NA -- a secured creditor claiming liens on substantially all
of the Debtor's assets.

The Debtor can adequately protect the interests of the Secured
Lender as set forth in the proposed Interim Order.

According to the proposed Interim Order, BOKF will be granted a
valid, binding, enforceable, and perfected liens co-extensive with
BOKF's prepetition liens in all currently owned or hereafter
acquired property and assets of the Debtor, of any kind or nature,
whether real or personal, tangible or intangible, wherever located,
now owned or hereafter acquired or arising and all proceeds and
products, including, without limitation, all accounts receivable,
general intangibles, inventory, and deposit accounts coextensive
with its prepetition liens.

The proposed Interim Order further provides that the proceeds of
the Prepetition Collateral and the Postpetition Collateral will
not, directly or indirectly, be used to pay expenses of the Debtor
or otherwise disbursed except for those expenses and/or
disbursements that are expressly permitted and as shown on the
Debtor's Budget plus 10% per line item. During the pendency of the
Interim Order, the Debtor will maintain insurance on BOKF's
collateral and pay taxes when due.

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

           http://bankrupt.com/misc/txeb19-40279-6.pdf

                     About Icon Construction

Icon Construction -- http://icon-construction.com/-- is a small
business general contractor specializing in design/build of
permanent modular and temporary modular buildings.  Since April 1,
1998 Icon Construction has been able to meet the space needs of
major markets, including military, education, administration
facilities, health care, government, commercial and residential
manufacturing.

Icon Construction, Inc. filed a Chapter 11 petition (Bankr. E.D.
Tex. Case No. 19-40279) on Feb. 1, 2019.  In the petition signed by
Mansour Khayal, president, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Brenda T. Rhoades.  The Debtor is
represented by Joyce W. Lindauer Attorney, PLLC.


INPIXON: Has 6.5M Shares of Common Stock Outstanding as of Feb. 22
------------------------------------------------------------------
As of Feb. 22, 2019, Inpixon has issued and outstanding (i)
6,541,481 shares of common stock, (ii) 1 share of Series 4
Convertible Preferred Stock which is convertible into 202 shares of
common stock, (iii) 2,254 shares of Series 5 Convertible Preferred
Stock which are convertible into approximately 676,877 shares of
common stock (subject to rounding for fractional shares); and (iv)
warrants to purchase up to 1,758,300 shares of common stock issued
on Jan. 15, 2019 in connection with Inpixon's rights offering,
exercisable at $3.33 per share.

                          About Inpixon

Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world.  Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).

Inpixon reported a net loss of $35.03 million for the year ended
Dec. 31, 2017, compared to a net loss of $27.50 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, Inpixon had $12.99
million in total assets, $3.96 million in total liabilities and
$9.02 million in total stockholders' equity.

Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2017, citing that
the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


INTERNATIONAL IRON: Feb. 18-23 Live Ritchie Auction of Assets OK'd
------------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized International Iron, LLC to
sell assets through a live public auction using Ritchie Bros.

The Sale Hearing was held on Feb. 11, 2019 at 2:00 p.m.

Reunion Bank's limited response and Deutsche Leasing's joinder
thereto is resolved by agreement.  The net proceeds of the Sale
will be held in escrow by the Debtor's counsel, Winderweedle,
Haines, Ward & Woodman, P.A. ("WHWW"), until a final and
non-appealable order of the Court, including a confirmation order,
expressly stating how and to whom the net proceeds are to be
disbursed, and providing a reasonable period of time for such
disbursement and to allow for any discovery that may be necessary
to determine the existence and priority of any liens attaching to
the Proceeds.

The assets to be sold consist mostly of attachments and accessories
for equipment that the Debtor would sell or lease to customers. The
attachments and accessories are listed in the Agreement as Item #s
1-107, 109-110.  There are also two pieces of large equipment being
sold: (1) an L566 Wheel Loader, and (2) an L550 Wheel Loader.   The
550 was damaged by one of the Debtor's customers.  The Debtor
purchased parts to repair the 550 using the proceeds of an
insurance claim resulting from the damage.  The parts the Debtor
purchased are being sold with the 550 as a single lot.  

A live auction at the Ritchie Bros. Orlando, Florida location
(Davenport, FL) scheduled to begin on Feb. 18, 2019 and conclude on
Feb. 23, 2019.  The auction is known as the "Premier Global
Auction" and has more than 11,000 items up for sale.  All but one
item will be for sale via the live auction.  The one item not sold
at the live auction is listed for sale via Ritchie Bros’ online
platform, Iron Planet, with a reserve of $60,000.

On the seventh day after the Closing Date, the Debtor will file
with the Court and serve on all parties in interest a report of the
Sale, which will include for each item auctioned the following
information: (i) the name of the successful bidder or purchaser;
(ii) the gross auction sale price; (iii) the amount of all
commissions, buyer’s premiums, and fees paid to Richie Brothers;
(iv) the amount of the Proceeds; and (v) the proposed distribution
of the Proceeds to any creditor(s) with a perfected lien that the
Debtor believes attaches to such Proceeds.  To comply with Rule
6004(f)(1), the Report will also include as an attachment all
documentation generated by Richie Brothers related to the Sale and
include the specific information directed by such Rule.  

If an asset is not sold at the Sale, the Report will state as such
and state the Debtor's intentions with respect to the asset --
whether selling such asset through an online listing, placing the
asset in another live auction, or surrendering and/or abandoning
the asset, or redeeming the asset.  The disposition of unsold
property will be subject to further order of the Court.

On March 15, 2019, Ritchie Bros. may retain its compensation from
the Sale, subject to final court approval, and will wire the
Proceeds to WHWW's trust account.   Such Proceeds will be accounted
for on the Debtor's monthly operating reports throughout the
pendency of the case.  Funds retained by Ritchie Bros. from the
Proceeds for its compensation will be treated as a disbursement on
the applicable monthly operating report for purposes of calculating
United States Trustee Quarterly Fees.  Ritchie Bros. is directed to
file an application for compensation related to the Sale to obtain
final court approval no later than 30 days after the date the
Report is filed.

Notwithstanding anything else to the contrary in the Sale Order,
any Encumbrances, including, but not limited to, any Encumbrances
held by the Orange County Tax Collector, will attach to the
Proceeds, subject to a determination of the validity, amount,
priority, and extent of the Encumbrances by further order of the
Court.  The rights of the Debtor, the Orange County Tax Collector,
and the parties-in-interest who attend the Sale Hearing, if any
such rights exist, are preserved in respect to the Encumbrances and
Proceeds.

The sale is free and clear of any and all Encumbrances.  The
provisions of this Sale Order authorizing the sale of the assets
free and clear of Encumbrances will be self-executing, and neither
the Debtor nor any buyer will be required to execute or file
releases, termination statements, assignments, consents or other
instruments in order to effectuate, consummate and implement the
provisions of the Sale Order.

The Order is effective immediately upon its entry.

                   About International Iron

International Iron, LLC, an industrial equipment supplier in
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019.  At the time
of the filing, the Debtor disclosed $1,922,795 in assets and
$3,588,520 in liabilities.


IQOR US: Bank Debt Trades at 6% Off
-----------------------------------
Participations in a syndicated loan under which iQor US
Incorporated is a borrower traded in the secondary market at 94.08
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 5.56 percentage points from
the previous week. iQor US pays 500 basis points above LIBOR to
borrow under the $630 million facility. The bank loan matures on
February 20, 2021. 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 15.


JOSEPH PORADA: $125K Sale of Des Plaines Condo Unit 312 Approved
----------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois, authorized Joseph J. Porada, Jr. to
sell, in his capacity as the sole beneficiary of, and sole holder
of the power of direction over, the Trust Agreement, dated Dec. 3,
1979 and known as Trust No. 5190, with Parkway Bank & Trust Co. as
Land Trustee, to sell the Trust's interest in real property
commonly described as Condominium Unit 312, 640 Murray Lane, Des
Plaines, Illinois, outside the ordinary course of business, to
Lexie Dang for $125,000.

A hearing on the Motion was held on Feb. 13, 2019 at 10:00 a.m.

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

The Multi-Board Residential Real Estate Contract 6.1, dated Jan.
31, 2019, between the Debtor (on behalf of the Trust) and the
Purchaser, is approved.

The Debtor is further authorized to (a) perform under, consummate
and implement the Purchase Agreement; (b) execute and deliver any
additional instruments and documents that may be reasonably
necessary to implement the Purchase Agreement; (c) take such
further actions as may be reasonably necessary to transfer the
Condominium to the Purchaser; and (d) pay all closing costs and
deductions specified on the closing disclosure, including, without
limitation, any fees due to the Land Trustee (irrespective of
whether such fees accrued pro-petition or post-petition), title
charges, real estate broker's fees, prorated real estate taxes and
recording fees.

Any escrow agent, title company or other entity that has custody of
the proceeds from the sale of the Condominium, net of all
Deductions, due to the Debtor (on behalf of the Trust) as the
Seller, is directed to remit, pursuant to instructions that Fox
Rothschild will provide, the Sale Proceeds to the Fox Rothschild
LLP client funds account for the benefit of the Debtor.

Fox Rothschild is authorized to hold the Sale Proceeds subject to
further order of the Court.

he Court appoints Terence G. Banich of Fox Rothschild to execute
and deliver any and all documents necessary to consummate the
transactions contemplated by the Purchase Agreement if the Debtor
does not or cannot do so at or reasonably prior to the closing.

The order is not stayed by Federal Rule of Bankruptcy Procedure
6004(h), and instead is effective upon its entry.

Joseph J. Porada Jr. filed for chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-36268) on Dec. 6, 2017.



LIMETREE BAY: Moody's Cuts Rating on $465MM Secured Term Loan to B1
-------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Limetree Bay
Terminals, LLC's (LB Terminals) $465 million senior secured term
loan ($457 million outstanding at December 31, 2018) to B1 from
Ba3. The rating outlook has been changed to stable from negative.

RATINGS RATIONALE

Moody's rating action factors in the chronic operating financial
underperformance at LB Terminals and its belief that continued
support from its sponsors will enable LB Terminals fund its
expansion-focused capital spending in 2019. The rating action
acknowledges that weak operating and financial performance will
continue through the first half of 2019 but should strengthen with
the expected completion of the Limetree Bay Refinery. In the
meantime, continued support from the sponsor group will help the
project remain in compliance with its financial covenants and
guarantee an adequate liquidity profile.

The industry environment for oil storage remains challenging with
lower ship visits and customer renewals than initially expected
leading to weak operating cash flow generation. In the first nine
months of 2018, Moody's calculates that LB Terminals generated
negative $9.9 million of cash flow available for debt service
(CFADS) after maintenance expenditures. Growth capital expenditures
were funded with around $124 million in equity contributions from
its sponsors. Operating performance will likely remain weak until
storage tanks for the adjacent Limetree Bay Refining complex come
on line sometime during the second half of 2019. Should management
achieve its 2019 budget, Moody's would expect debt service coverage
ratio (DSCR) trending to around 1.6x and FFO/debt to around 10% in
2019. These metrics do not include around $15.8 million in
hurricane Maria related net insurance proceeds received by LB
Terminals in January 2019, that were received after the 2019 budget
submission. However, appreciable debt reduction from excess cash
flow generation will likely not start until 2020, a year later than
previously expected, adding to refinancing risk.

The B1 rating recognizes the additional contracted capacity of 12
million barrels associated with the Limetree Bay Refining reducing
long-term reliance on Unipec America Inc. (10 million barrel
contracted capacity for 10-years). However, customer concentration
will remain high with these two customers representing around 74%
of expected contracted capacity in 2020. An unexpected loss of
Unipec or the Limetree Bay Refinery as a customer could lead to a
substantial drop in revenue.

Other factors considered in the rating are (1) the low operating
risk of storage terminals and the experience of management and
employees in operating storage assets; (2) the large scale of the
facility relative to smaller peers in the Caribbean region, (3) the
take-or-pay nature of the customer contracts with fixed capacity
charges providing a degree of stability to the revenue basis (4)
structural features such as a first lien security on assets, the
existence of a LC-backed six months debt service reserve, a cash
flow sweep requirement of the greater of (i) 50% of excess cash
flow and (ii) the target debt balance, and a 1.1x maintenance DSCR
financial covenant; and (5) no direct exposure to commodity risks.

OUTLOOK

The stable outlook considers Moody's expectation of continued
support by the sponsor to fund expansion growth capital
expenditures and of improving operating and financial performance
starting in Q3 and Q4 of 2019 as the terminal should begin to ramp
up storage capacity for the Limetree Bay Refining complex under the
terminal services agreement.

WHAT COULD CHANGE THE RATING DOWN?

  - Inability to maintain adequate liquidity reserve for managing
working capital and maintenance capital expenditures

  - Delay of a restart of the adjacent Limetree Bay Refinery

  - No visibility for deleveraging with the inability to improve
the DSCR to 1.5x and FFO/debt to 7.5%-10%

WHAT COULD CHANGE THE RATING UP?

  - Successful ramp-up of operations and storage capacity for the
refinery

  - Track record of renewing maturing contracts

  - Credit metrics closer to sponsor's base case with Debt/EBITDA
trending to 4.0x, DSCR improving to around 1.75x, FFO/debt above
10% and evidence of sustained, debt reduction through excess cash
flow generation

OBLIGOR PROFILE

Limetree Bay Terminals, LLC is a wholly-owned subsidiary of
Limetree Bay Ventures which is owned by an affiliate of private
equity sponsor ArcLight Capital Partners (79%), a syndicate of
other investors (15%) and an affiliate of Freepoint Commodities,
LLC (7%).

The project is a storage terminal and marine facility on around
1,500 acres of land on the south shore St. Croix, US Virgin
Islands. Limetree has a terminal operating agreement with the VI
Government that extends through January 4, 2041 with the option by
the terminal owner to extend the agreement for another 15 years.

LB Terminals has repurposed the asset as a storage terminal,
restarted storage tanks and entered into fee-based contracts.


LUCID ENERGY: Moody's Alters Outlook on B2 CFR to Stable
--------------------------------------------------------
Moody's Investors Service changed Lucid Energy Group II Borrower,
LLC's outlook to stable from positive. Moody's also affirmed its B2
Corporate Family Rating (CFR), B2-PD Probability of Default Rating
(PDR) and B2 senior secured term loan rating.

"Lucid's change to stable outlook reflects the company's continued
high leverage amid slower growth in associated gas volumes from its
dedicated acreage than originally planned," commented Arvinder
Saluja, Moody's Vice President.

Outlook Actions:

Issuer: Lucid Energy Group II Borrower, LLC

  - Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Lucid Energy Group II Borrower, LLC

  - Probability of Default Rating, Affirmed B2-PD

  - Corporate Family Rating, Affirmed B2

  - Senior Secured Term Loan, Affirmed B2 (LGD4)

RATINGS RATIONALE

Lucid's B2 CFR reflects its high financial leverage, and the
company's significant reliance on a steep increase in associated
gas volumes through 2019 and 2020 to achieve reduction in leverage.
The ratings are also tempered by the company's modest scale, high
geographic concentration with primary dependence on increased
drilling activity in Eddy and Lea counties in New Mexico, and the
volume risk involved in producer customers ramping up their
respective crude oil production volumes which will dictate the
resulting associated gas volume increases. The company's presence
primarily in the Permian's northern Delaware Basin, acreage
dedications spread over 500,000 acres, strong customer base that
includes large integrated and independent producers, sizeable
equity contribution by the financial sponsors and adequate
liquidity support the company's credit profile. The contracts are
over 80% fee-based leaving Lucid with limited direct commodity
price risk, although the absence of material minimum volume
commitment (MVC) contracts to underpin expected volume growth
highlights the volume risk. The ratings also benefit from
structural enhancements such as an excess cash flow sweep and a $29
million debt service reserve account.

The $950 million term loan due 2025 is rated B2 (the same as the
CFR) under the Moody's Loss Given Default Methodology. The $50
million revolver (unrated) due 2023 has a super priority preference
over the term loan; however, because of the small size of the
revolver compared to the term loan, the term loan is rated the same
as the CFR.

Moody's expects that Lucid will maintain adequate liquidity at
least into 2020. Lucid has a $50 million revolver, in addition to a
$29 million debt service reserve account. The revolver had $33
million outstanding at September 30, 2018. Moody's expects the
company to fund its debt service obligations and most of the
capital expenditures primarily through cash from operations.
However, Moody's expects the company to rely on equity contribution
from the sponsors to fund some of the planned capital spending.
Lucid has a mandatory cash flow sweep provision on the term loan,
which will likely lead to Lucid having a low cash balance while
reducing some debt. The term loan has a minimum debt service
coverage ratio covenant of 1.1x. In addition, the revolver has
financial covenants including a minimum debt service coverage ratio
of 1.1x and a maximum super priority leverage ratio of 1.25x.
Moody's expects the company to be in compliance with its
covenants.

The stable outlook reflects the slower growth in associated gas
volumes then initially expected, leading to a delay in
deleveraging. Lucid's ratings could be upgraded if the company
successfully realizes its planned volume and corresponding earnings
growth with EBITDA above $200 million, reducing debt/EBITDA below
5x while maintaining adequate liquidity. Ratings could be
downgraded and/or the outlook changed if debt/EBITDA is likely to
remain above 6x beyond 2019 or if liquidity weakens substantially.

Lucid Energy Group II Borrower, LLC is a Dallas, Texas based
privately owned natural gas gathering and processing operator in
the Delaware Basin. In January 2018, investments managed by
Riverstone Holdings and Goldman Sachs Merchant Banking Division
purchased Lucid for $1.6 billion.


MACDONALD DETTWILER: Bank Debt Trades at 15% Off
------------------------------------------------
Participations in a syndicated loan under which Macdonald Dettwiler
& Associates is a borrower traded in the secondary market at 84.83
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.74 percentage points from
the previous week. Macdonald Dettwiler pays 275 basis points above
LIBOR to borrow under the $2.0 billion facility. The bank loan
matures on October 5, 2024. Moody's rates the loan 'B1' 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 15.


MCDERMOTT INTERNATIONAL: Bank Debt Trades at 5% Off
---------------------------------------------------
Participations in a syndicated loan under which McDermott
International Inc. is a borrower traded in the secondary market at
95.21 cents-on-the-dollar during the week ended Friday, February
15, 2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.45 percentage points from
the previous week. McDermott International pays 500 basis points
above LIBOR to borrow under the $2.260 billion facility. The bank
loan matures on March 28, 2025. Moody's rates the loan 'Ba3' 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 15.


MULTI-COLOR CORP: S&P Cuts Long-Term ICR to 'B+', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings on Feb. 21 lowered its long-term issuer credit
rating on label producer Multi-Color Corp. (MCC) to 'B+' from
'BB-'.  

In conjunction with the downgrade, S&P lowered its issue-level
rating on MCC's senior secured credit facilities to 'BB-' from
'BB+'. S&P revised the recovery rating to '2' from '1', indicating
its expectation of substantial recovery (70%-90%; rounded estimate:
85%).  It also lowered its issue-level rating on MCC's senior
unsecured debt to 'B' from 'B+'.  The recovery rating remains
unchanged, and indicates its expectation of modest recovery
(10%-30%; rounded estimate 20%).

The downgrade reflects S&P's view that Multi-Color's credit
measures are likely to be weaker through fiscal 2020 than those of
companies rated 'BB-'. MCC lowered its earnings and free cash flow
guidance after a key North American customer reduced the scope of
its business with MCC. The company also announced that its board of
directors is pursuing strategic alternatives. S&P estimates that
MCC's funds from operations (FFO)-to-debt ratio won't exceed 15%,
and its adjusted–debt-to-EBITDA ratio will hover near or slightly
above 5x during the next year.

If the board's pursuit of strategic alternatives to enhance
shareholder value leads to the company becoming controlled by a
financial sponsor, credit measures could deteriorate below those
levels, according to S&P.

The negative outlook on Multi-Color reflects S&P's view that its
credit measures could deteriorate, either from operational
challenges or events related to the board's pursuit of strategic
alternatives. If the company is sold to a financial sponsor or
merges with a sponsor-owned firm, it is unlikely that its financial
policies will be conservative enough to keep leverage appropriate
for the ratings. S&P expects that label demand from its consumer
packaged goods, food and beverage, and health care customers will
be relatively solid, though Multi-Color may have to submit to price
concessions from time to time. By the end of its fiscal year ended
March 31, 2020, S&P expects Multi-Color's adjusted debt to EBITDA
to be 4x-5.5x, which S&P sees as appropriate for the ratings.

Operational challenges such as slowing economic growth, changing
customer preferences, unanticipated long-term increases in raw
material costs, disruption from new label technologies, or other
factors that substantially deteriorate its credit measures without
clear prospects for improvement all could bring about lower
ratings. Uncertainty regarding the company's commitment to
financial policies appropriate for the ratings could also prompt a
downgrade. If Multi-Color's leverage rises to above 6x or its
liquidity becomes less than adequate, S&P could consider lowering
the ratings. This could occur if the company's adjusted EBITDA
margins decline by over 300 basis points (bps) from its projection
while revenues remain flat.

"We could revise the outlook to stable if it becomes apparent that
the majority of the company's equity will remain publicly held and
its financial policy will be conducive to maintaining the ratings.
MCC's limited product diversity and still-stretched credit measures
make an upgrade over the next year unlikely," S&P said. "We could,
however, consider an upgrade over the longer term if Multi-Color's
operating performance and financial policies support leverage that
approaches 4x." This could occur if the company's adjusted EBITDA
margins increase by 250 bps and revenue increases by roughly 4% for
two years in a row, according to S&P.


NATURE'S BOUNTY: Bank Debt Trades at 6% Off
-------------------------------------------
Participations in a syndicated loan under which Nature's Bounty is
a borrower traded in the secondary market at 94.00
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 2.36 percentage points from
the previous week. Nature's Bounty pays 350 basis points above
LIBOR to borrow under the $1.5 billion facility. The bank loan
matures on September 30, 2024. Moody's rates the loan 'B3' 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 15.


NEIMAN MARCUS: Bank Debt Trades at 11% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc. is a borrower traded in the secondary market at 89.39
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.94 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 15.


NEOVIA LOGISTICS: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of Neovia Logistics Intermediate Holdings, LP ("Neovia") to
Caa3 from Caa2 and its Probability of Default rating to Caa3-PD
from Caa2-PD. Concurrently, Moody's affirmed the Caa1 rating on
Neovia Logistics Services, LLC's $465 million senior secured notes
and also affirmed the Ca rating on Neovia's $87 million senior
unsecured PIK notes (previous face value of $77 million). The
ratings outlook has been changed to negative from stable.

RATINGS RATIONALE

The downgrade reflects concerns around Neovia's high financial
leverage and the company's short-dated capital structure that has
multiple principal obligations due in 2020. The downgrade also
considers Neovia's weak liquidity profile involving negative free
cash flow and a reliance on external sources of financing.

The Caa3 rating incorporates Neovia's strained balance sheet, weak
credit metrics and tight liquidity. Over the next 18 months,
substantially most of Neovia's debt obligations become due raising
concerns about the sustainability of the company's capital
structure and the potential need for a requisite restructuring
event. These near-term debt obligations are against a backdrop of a
highly leveraged balance sheet with Moody's adjusted debt-to-EBITDA
of around 6.25x as of December 2018 (debt-to-EBITDA is around 9x
without Moody's standard adjustments). The rating also considers a
noisy earnings profile, characterized by multiple large-sized
EBITDA add-backs that complicate visibility into Neovia's
sustainable margin levels.

Somewhat countering these concerns is Moody's recognition that
operating performance has stabilized and improved during 2018 (YTD
Q3 '18 adjusted EBITDA of $63 million compares to $57 million for
the prior year period). These positive trends seem likely to
continue during 2019 as the company maintains its focus on
strengthening execution, growing new customer wins, promoting
cross-selling, and reducing costs. Moody's also recognizes some of
the stability benefits that result from the contractual nature for
much of the company's services as well as Neovia's well-established
presence as a provider of third-party logistics services.

Moody's expects Neovia's liquidity to remain tight with weak cash
generation, a continued reliance on external sources of financing,
and comparatively modest cash balances. Moody's anticipates
negative free cash (CFO less capex) of around $25 to $35 million
during 2018 and a continued use of cash, albeit to a lesser extent,
during 2019.

The negative outlook reflects concerns around Neovia's strained
liquidity profile, high financial leverage and near-term principal
obligations.

The rating could be downgraded if Neovia's liquidity deteriorates
further or if earnings were to weaken. The loss of a large
customer, additional large-sized impairments, or the breach of a
financial covenant could also result in a downgrade.

A ratings upgrade is unlikely at this time given the weak liquidity
profile and the short-dated nature of the company's capital
structure. An improved earnings and cash flow profile coupled with
more sustainable leverage levels could warrant consideration for a
ratings upgrade. Ratings could be revised upward if the company
implements a capital restructuring plan that reduces debt
materially.

The following summarizes Moody's rating actions:

Issuer: Neovia Logistics Intermediate Holdings, LP

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

  - Corporate Family Rating, Downgraded to Caa3 from Caa2

  - Senior Unsecured Regular Bond/Debenture, affirmed Ca (LGD6)

Issuer: Neovia Logistics Services, LLC (assumed by Neovia
Logistics, LP)

  - Senior Secured Regular Bond/Debenture, affirmed Caa1 (LGD3)

Outlook Actions:

Issuer: Neovia Logistics Intermediate Holdings, LP

  - Outlook, changed to Negative, from Stable

Issuer: Neovia Logistics Services, LLC

  - Outlook, changed to Negative, from Stable

Neovia Logistics Intermediate Holdings, LP (f/k/a Neovia Logistics
Intermediate Holdings, LLC) (Neovia), through its wholly owned
subsidiary Neovia Logistics, LP (f/k/a Neovia Logistics, LLC), is a
global provider of logistics services. The company offers
integrated supply chain solutions to its clients, primarily in the
automotive, industrial and aerospace service parts, as well as
retail, fulfillment and inbound to manufacturing logistics. In
February 2015, an affiliate of Goldman Sachs & Co. and Rhône
Capital L.L.C. completed the purchase of Neovia from prior owners
Platinum Equity Partners and Caterpillar Inc. For the twelve months
ended September 2018, Neovia reported revenues of $818 million.


NEW ENGLAND MOTOR: Held Feb. 21 Meeting to Form Creditors' Panel
----------------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, was suppose
to have held an organizational meeting on Feb. 21, 2019, in the
bankruptcy case of New England Motor Freight, Inc., et al.

The meeting was to be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                 About New England Motor Freight

New England Motor Freight, Inc. provides less-than-truckload (LTL)
carrier services in the United States and Canada. Founded in 1977,
the company is based in Elizabeth, New Jersey, and has terminals in
the Northeast and Mid-Atlantic.

NEMF and 10 of its subsidiaries sought Chapter 11 protection
(Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019, to
wind-down operations. The petition was signed by Vince Colistra,
chief restructuring officer.

The Honorable John K. Sherwood is the case judge.

NEMF estimated $100 million to $500 million in assets and the same
range of liabilities as of the bankruptcy filing.

Gibbons P.C. is the Debtors' bankruptcy counsel.  Whiteford, Taylor
& Preston LLP is special counsel.  Phoenix Management Services is
serving as the Company's financial and restructuring advisor.
Donlin Recano is the claims and noticing agent.


NEWNAN HOUSING AUTHORITY, GA: S&P Cuts 2005 Rev Bond Rating to 'B'
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Newnan Housing Authority,
Ga.'s series 2005 multifamily housing revenue bonds, issued for the
Eastgate apartments project, one notch to 'B' from 'B+' and removed
the rating from CreditWatch with negative implications where S&P
placed it on Dec. 7, 2018, due to an information lapse. The outlook
is negative.

The rating action reflects S&P Global Ratings' view of insufficient
coverage on the remarketing date. The rating service has calculated
a debt service coverage of 1x on the remarketing date based on the
0.25% stressed-reinvestment-rate assumption for speculative-grade
rating categories; therefore, the rating service believes revenue
from mortgage debt-service payments and investment earnings will be
insufficient to pay principal, interest, and fees on the bonds'
remarketing date of Feb. 1, 2025.

"We could lower the rating further if the asset-to-liability ratio
were to decrease below 100.25% or the funds were to decrease to
levels we consider insufficient to cover reinvestment risk," said
S&P Global Ratings credit analyst Emily Avila. "Although unlikely
during the one-year outlook period, we could raise the rating if
debt service coverage and revenue were to increase to levels we
consider sufficient to cover principal, interest, and fees on the
remarketing date."

The negative outlook reflects S&P's view that investor risk
increases as the remarketing date approaches.


NICHOLS BROTHERS: $1.1M Sale of NBI Oil/Gas Leases to Marathon OK'd
-------------------------------------------------------------------
Judge Terrence L. Michael of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized Nichols Brothers, Inc. and
its affiliates to sell NBI Properties, Inc.'s oil and gas leases
located in Eddy County, New Mexico to Marathon Oil Permian, LLC,
for $1.12
million.

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

The Debtors are authorized to pay the net proceeds received from
the sale to Marathon Oil to the DIP Lenders and/or Pre-Petition
Lenders.

The hearing on the Motion set for Feb. 19, 2019 was stricken as
moot.

                     About Nichols Brothers

Nichols Brothers, Inc., and its subsidiaries are primarily focused
on oil and gas production operating 400 producing wells, which are
generally considered "stripper wells" in the industry.  The
business group is owned and operated by Richard and Orville
Nichols.  Nichols Brothers is headquartered in Tulsa, Oklahoma.

Nichols Brothers and its subsidiaries filed voluntary petitions
(Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018.  In the
petition signed by Richard Nichols, president, Nichols Brothers
disclosed $10,388 in assets and $32.87 million in liabilities.  

The case is assigned to Judge Terrence L. Michael.  

Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt,
Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel;
Padilla Law Firm, serves as special counsel to the Debtor; and
Koehler & Associates, Inc., as its chief restructuring officer.

The U.S. Trustee for Region 20 on June 22, 2018, appointed an
official committee of unsecured creditors.  The Committee retained
Rosenstein Fist & Ringold, as counsel.


NIVOL BREWERY: $125K Sale of Brewery Equipment to Azalea Approved
-----------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy court for the Northern
District of Florida authorized Nivol Brewery, Inc.'s sale of
brewery equipment to Azalea City Brewing Co., LLC for $125,000.

The Sale Proceeds will be held in the trust account of Charles M.
Wynn Law Offices P.A. until further hearing and Order of the Court
to determine disbursement allocations.

Any objections, rights, and remedies raised by a party opposing the
distribution of sale proceeds will be preserved until further
hearing by the Court.

                       About Nivol Brewery

Nivol Brewery, Inc., sought Chapter 11 protection (Bankr. N.D. Fla.
Case No. 18-50326) on Dec. 4, 2018.  In the petition signed by Leo
F. Hill, Jr., president, the Debtor estimated assets of $100,001 to
$500,000 and debt of $500,001 to $1 million.  The Debtor tapped
Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., as
counsel.


NORTHERN POWER: Alexander Ellis Quits as Director
-------------------------------------------------
Alexander "Hap" Ellis, III has resigned from the Board of Directors
of Northern Power Systems Corp., effective Feb. 19, 2019.  The
Board will initiate a process to identify new directors to fill
recent vacancies on the Board.

                   About Northern Power Systems

Northern Power Systems -- http://www.northernpower.com/-- designs,
manufactures, and sells distributed power generation and energy
storage solutions with its advanced wind turbines, inverters,
controls, and integration services.  With approximately 21 million
run-time hours across its global fleet, Northern Power wind
turbines provide customers with clean, cost-effective, reliable
renewable energy.  NPS turbines utilize patented permanent magnet
direct drive (PMDD) technology, which uses fewer moving parts,
delivers higher energy capture, and provides increased reliability
thanks to reduced maintenance and downtime. Northern Power also
develops Energy Storage Solutions (ESS) based on the FlexPhase
power converter platform, which features patented converter
architecture and controls technology for advanced grid support and
generation applications.

Northern Power reported net income of $59,000 for the year ended
Dec. 31, 2017, compared to a net loss of $8.94 million for the year
ended Dec. 31, 2016.  As of June 30, 2018, Norther Power had $8.92
million in total assets, $13.90 million in total liabilities and a
total shareholders' deficiency of $4.97 million.

RSM US LLP, in Boston, Massachusetts, the Company's auditor since
2014, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
citing that the Company has suffered recurring cash losses from
operations and its total liabilities exceed its total assets. This
raises substantial doubt about the Company's ability to continue as
a going concern.


NORVIEW BUILDERS: April 3-4 Hearing on Plan, Disclosure Statement
-----------------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining Norview Builders, Inc.'s Chapter 11 Plan and
confirmation of the Plan will be held before the Honorable
Jacqueline Cox, on April 3, 2019, at 11:00 a.m., and April 4, 2019,
at 11:00 a.m.

March 7, 2019, is fixed as the last day for filing written
objections to the adequacy of the  Disclosure Statement and
confirmation of the Plan. If any objections to the Disclosure
Statement or Plan are filed, the Debtor will file a response
thereto by March 25, 2019.

March 7, 2019, is fixed as the last day for filing written
acceptances or rejections of the Plan.

Class 1 Claim - Agent Equity with allowed claim $255,800.39 are
impaired.  Secured Mortgage Claim of Agent Equity on the 608 Fox
River Street will be satisfied by a payment of $200,000 made on or
before November 1, 2019. The Debtor will (i) pay $200,000 from the
sales proceeds or otherwise; (2) until such sale and/or payment,
the Debtor will pay monthly interest payments, based on a rate of
interest of 9.75%, in the amount of $1,625 or (iii) upon failure of
the Debtor to pay Agent Equity's Class 1 Claim by November 1, 2019,
then, in that event, the Debtor will surrender ownership of
Commercial Property II.

Class 2 Claim - MBLockport with allowed claim $382,754.17 are
impaired. Secured Mortgage Claim of MBLockport on the 706 Lockport
Street, Plainfield, Illinois Property, in the approximate amount of
$382,754 will be recast and restructured.  The MBLockport
Restructured Promissory Note will be amortized with monthly
payments of interest and principal over a 20-year term with
interest calculated at the fixed rate of 9.00% per annum. Monthly
payments of $3,443.74, consisting of interest and principal, will
commence on the fifteenth (15th) day of the month after the
Effective Date and shall be payable on the 15th day of the month
thereafter until maturity.

Class 3 Claims - Treasurer of Will County with allowed claim
$22,043.14 are impaired. Payment of 100% of Class 3 Claim at
earlier of: (1) at the closing of sale of Commercial Property II,
or (2) May 31, 2019.

Class 4 Claims - Claims aggregating $43,210 are impaired.
Unsecured, non-priority claims in amount of $43,210.04 will be
paid, in full, on or before December 31, 2019, or as soon as
practical thereafter.

Except as otherwise provided in the Plan or the Confirmation Order,
all cash necessary for the Debtor to make payments pursuant to the
Plan to Allowed Administrative Claims, Priority Claims, Secured
Claims and Unsecured Claims will be obtained from existing cash,
cash equivalents, income and sales proceeds from the sale of the
Commercial Property I and  Commercial Property II.

A full-text copy of the Disclosure Statement dated February 11,
2019, is available at https://tinyurl.com/y6n7po39 from
PacerMonitor.com at no charge.

                   About Norview Builders

Norview Builders, Inc., based in Oak Lawn, IL, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018.  In
the petition signed by Brenda P. O'Sullivan, president, the Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.  The Hon. Jacqueline P. Cox presides over
the case.  Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
serves as bankruptcy counsel.


NPC INT'L: Bank Debt Trades at 7% Off
-------------------------------------
Participations in a syndicated loan under which NPC International
is a borrower traded in the secondary market at 93.00
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.50 percentage points from
the previous week. NPC International pays 350 basis points above
LIBOR to borrow under the $580 million facility. The bank loan
matures on April 20, 2024. 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 15.


OFFICE UPRISING: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Office Uprising, LLC
        11810 Mayfield Ave., #105
        Los Angeles, CA 90049

Business Description: Office Uprising, LLC owns movie rights to
                      the "Office Uprising" film.

Chapter 11 Petition Date: February 21, 2019

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Case No.: 19-11840

Judge: Hon. Sandra R. Klein

Debtor's Counsel: Michael S. Kogan, Esq.
                  KOGAN LAW FIRM, APC
                  1849 Sawtelle Blvd., Suite 700
                  Los Angeles, CA 90025
                  Tel: 310-954-1690
                  Email: mkogan@koganlawfirm.com

Total Assets: $1,786,000

Total Liabilities: $2,984,002

The petition was signed by Giulia Prenna, manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at:

         http://bankrupt.com/misc/cacb19-11840.pdf


OLEUM EXPLORATION: Seeks to Hire Kurtzman Steady as Legal Counsel
-----------------------------------------------------------------
Oleum Exploration, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire Kurtzman
Steady, LLC as its legal counsel.

The firm will advise the Debtor of its rights, powers and duties
under the Bankruptcy Code; assist the Debtor in the prosecution or
defense of actions to protect its bankruptcy estate; and provide
other legal services in connection with its Chapter 11 case.

Maureen Steady, Esq., and Jeffrey Kurtzman, Esq., the attorneys who
will be handling the case, will charge $350 per hour and $490 per
hour, respectively.

Kurtzman Steady received from the Debtor the sum of $50,000, of
which $33,004 was used to pay the filing fee and the firm's
pre-bankruptcy fees.

The firm does not represent any interest adverse to the Debtor,
creditors or any other "party-in-interest," according to court
filings.

The firm can be reached through:

     Jeffrey D. Kurtzman, Esq.
     Kurtzman Steady, LLC
     401 South 2nd Street, Suite 200
     Philadelphia, PA 19147
     Tel: (215) 839-1222
          (215) 883-1600
     E-mail: Kurtzman@kurtzmansteady.com

                     About Oleum Exploration

Oleum Exploration, LLC, a production and exploration company
operating in Gulf Coast Basin, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00664) on Feb.
16, 2019.  At the time of the filing, the Debtor disclosed
$2,164,154 in assets and $10,400,625 in liabilities.  The case has
been assigned to Judge Robert N. Opel II.


ONE CALL: S&P Lowers ICR to 'SD' Following Distressed Exchange
--------------------------------------------------------------
S&P Global Ratings said it lowered its long-term issuer credit
rating on U.S. workers' compensation medical cost-containment
provider One Call Corp. to 'SD' from 'CC'.

S&P also lowered its issue-level ratings on the company's
first-lien notes due 2024 to 'D' from 'CCC+' and on its second-lien
notes due 2024 to 'D' from 'CC'.  It also lowered its rating on the
company's first-lien term loans due 2020 and 2022 to 'CC' from
'CCC+' and placed the rating on CreditWatch with negative
implications.

In addition, S&P's 'CCC+' rating on One Call's first-lien senior
secured revolver due 2020 remains on CreditWatch negative. The
recovery rating on these facilities is '3', indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default. S&P's 'CCC-' rating on the
company's unsecured notes due 2021 also remains on CreditWatch
negative. The recovery rating is '6', indicating S&P's expectation
for negligible (0%-10%; rounded estimate: 0%) recovery in the event
of payment default.

The downgrade follows One Call's announcement on Feb. 19, 2019,
that it executed a private exchange offering with certain holders
of its existing 7.5% (cash-only) senior secured first-lien notes
due 2024 and 10% (cash-only) senior secured second-lien notes due
2024 (while terminating the original exchange offer dated Feb. 6,
2019, for its second-lien notes due 2024). Under the terms of the
agreement, these holders will exchange a $258.0 million aggregate
principal amount of their existing notes for a $235.3 aggregate
principal amount of new senior secured first-lien PIK toggle
(11.00% PIK, 7.50% cash) notes due 2024.

"We view the terms of this offer as less than what was originally
promised, primarily because lenders are being offered PIK in
exchange for cash, and they are receiving less than the face value
of these obligations," S&P said. "In addition, in our opinion this
exchange is not purely opportunistic because we viewed One Call's
nonpayment and default risk without the exchange as elevated over
the next 12 months due to underperformance and very tight
liquidity. As a result, we consider the completed transaction as a
distressed exchange."

In addition to the completed private exchange offering for its
first- and second-lien notes, One Call has launched a new proposed
exchange offer to holders of its existing senior secured first-lien
term loans due 2020 and 2022 (both at cash interest rates of LIBOR
plus 4.00% and 5.25%, respectively). Under the terms, One Call is
offering to exchange up to $400 million of these term loans for new
senior secured first-lien PIK toggle (11.00% PIK, 7.50% cash) notes
due 2024. The acceptance deadline for the exchange offer is Feb.
26, 2019 (and the company has $103 million of this exchange already
committed, but not yet settled).

"We view the terms of this offer as less than those originally
promised, primarily because lenders are being offered PIK in
exchange for cash as well as a later maturity date," S&P said. "If
the exchange is completed, we will lower these issue ratings to 'D'
to reflect our view that it is a distressed exchange, and leave the
issue rating at that level until further reassessment after the
exchange deadline."

Shortly following the exchange offer deadline on Feb. 26, S&P will
reassess One Call's business, financial, and liquidity position
before arriving at the ratings that reflect the risk of a
conventional default. As part of that review, S&P will likely raise
the credit rating on One Call back to the 'CCC' category. It will
also assess the issue ratings based on traditional recovery
analysis and considering the updated capital structure. At that
time, S&P will likely raise the ratings to either what they were
prior to the first announced distressed exchange on Feb. 6, 2019,
or to one notch lower than that.


OPAL ACQUISITION: Bank Debt Trades at 14% Off
---------------------------------------------
Participations in a syndicated loan under which Opal Acquisition
Inc. is a borrower traded in the secondary market at 85.58
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.19 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 15.


OPTIMIZED LEASING: April 10 Disclosure Statement Hearing
--------------------------------------------------------
The Bankruptcy Court will convene a hearing to consider approval of
the Disclosure Statement explaining Optimized Leasing, Inc.'s
Chapter 11 Plan on April 10, 2019 at 02:00 PM in C. Clyde Atkins
U.S. Courthouse, 301 N Miami Ave Courtroom 7 (AJC), Miami, FL
33128.  Objections to the Disclosure Statement are due April 3.

Class 9 consists of all Unsecured Claims against the Debtor not
otherwise classified in the Plan. Commencing on the first
anniversary of the Effective Date and continuing annually
thereafter for four (4) additional years, the Debtor will
distribute to each Holder of an Allowed Class 9 General Unsecured
Claim their Pro Rata Share of $10,000.  Distributions to Holders of
Allowed Class 9 General Unsecured Claims will be made no later than
the fifth (5th) day of the quarter following the applicable
anniversary of the Effective Date.

Class 2 consists of the Allowed Secured Claim of City National are
impaired. As treatment for its Class 2 Allowed Secured Claim, City
National shall retain its liens on the collateral securing its
Allowed Secured Claim pursuant to the pre-petition loan documents
executed between City National and the Debtor. The Allowed Secured
Claim of City National shall be in the amount of $905,098.00,
consisting of the principal amount of $649,736.00 amortized over
seventy-two (72) months at 3.75% per annum and a balloon payment of
$255,362.00.

Class 3 consists of the Allowed Secured Claim of Evolve are
impaired. As treatment for its Class 3 Allowed Secured Claim,
Evolve shall retain its liens on the collateral securing its
Allowed Secured Claim pursuant to the pre-petition loan documents
executed between Evolve and the Debtor. The Allowed Secured Claim
of Evolve shall be in the amount of $477,560.00, consisting of
principal amount of $395,870.00 amortized over 58 months at 4.39%
per annum and a balloon payment of $81,689.00.

Class 4 consists of the Allowed Secured Claims of Webster Capital
are impaired.  As treatment for its Class 4 Allowed Secured Claims,
Webster Capital shall retain its liens on the collateral securing
its Allowed Secured Claims pursuant to the pre-petition loan
documents executed between the Debtor and Webster Capital.

Class 5 consists of the Allowed Secured Claims of Volvo Financial
are impaired. As treatment for its Class 5 Allowed Secured Claims,
Volvo Financial shall retain its liens on the collateral securing
its Allowed Secured Claims pursuant to the pre-petition loan
documents executed between the Debtor and Volvo Financial.

Class 7 consists of the Allowed Secured Claim of Nissan are
impaired. Nissan shall retain its liens on that certain 2015 Nissan
Murano to secure its Allowed Secured Claim. Nissan shall commence
receiving its regular monthly payments in the amount of $529.75
beginning November 26, 2018 and continuing on the 26th day of each
succeeding month thereafter. As to the five (5) missed payments,
the Debtor or Reorganized Debtor shall remit commencing after the
Effective Date, a half payment in the amount of $264.87 with each
regular payment until the 5-month arrearage is cured.

Class 8 consists of the Allowed Secured Claim of SunTrust are
impaired. SunTrust shall retain its lien on that certain 2012 Ford
Econoline E250 Van V8 Extended Cargo Van to secure its Allowed
Secured Claim. SunTrust shall commence receiving its regular
monthly payments in the amount of $431.64 beginning October 11,
2018 and continuing on the 11th day of each succeeding month
thereafter. As to the 8 missed payments, the original term of the
Retail Installment Sale Contract shall be extended by an additional
8 months  with the Debtor or the Reorganized Debtor remitting the
amount of $431.64 on the 11th of each month.

Class 10 consists of all Intercompany Claims are impaired. The
Holders of Class 10 Intercompany Claims shall retain their claims;
however, each Holder of a Class 10 Intercompany Claim shall receive
no distribution on account of such Class 10 Intercompany Claims
until all other Allowed Claims have been paid in full.

The Plan provides, in general, for a restructuring of the Debtor's
operations through assumption of the Assumed Restructured Leases
and the curing of defaults under the Assumed Restructured Leases
through the stipulated treatment provided in Article 7 of the Plan.
Further, the Debtor will pay go-forward payments under the Assumed
Restructured Leases, as modified by the terms provided in Article 7
of the Plan, through the continued restructured operations of the
Debtor.

A full-text copy of the Disclosure Statement dated February 14,
2019, is available at https://tinyurl.com/y5gdq2pa from
PacerMonitor.com at no charge.

                  About Optimized Leasing

With its headquarters in Miami, Florida, Optimized Leasing, Inc.,
is in the trucking business.  Optimized Leasing utilizes its
various semi-trucks and trailers, some equipped with ThermoKing
refrigeration units, to transport flowers, fruits, vegetables, and
other perishable items throughout the U.S.

Optimized Leasing filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-10746) on Jan. 21, 2018.  In the petition signed by CFO
Ronen Koubi, the Debtor estimated $10 million to $50 million in
assets and liabilities.  Judge Jay A. Cristol presides over the
case.  The Debtor tapped Stichter Riedel Blain & Postler, P.A. as
its bankruptcy counsel; and Bill Maloney Consulting as its
financial advisor.


OWENS & MINOR: S&P Affirms 'B' ICR on Credit Agreement Amendment
----------------------------------------------------------------
Owens & Minor Inc. (OMI) has amended its credit agreement to
alleviate near-term covenant pressure. However, the company faces
challenging fundamentals in 2019--as evidenced by its soft
guidance--due to continued pricing pressure, client losses, and
commodity headwinds. The company is also carrying a significant
level of debt from its recent acquisitions.

S&P Global Ratings on Feb. 21 affirmed all of its ratings on OMI,
including the 'B' issuer credit rating, following the announcement
of credit agreement amendment and soft 2019 guidance. The outlook
remains negative.

The rating affirmation reflects the positive development that OMI
has secured an amendment to its credit agreement, which widens its
covenant headroom significantly. The company's announcement that it
will further reduce its dividends to de minimis levels is also a
credit positive. However, management's soft 2019 guidance,
particularly the projected decline in its core distribution
revenue, highlights the continued pricing pressure in its market,
which underpins our negative outlook. In addition, the amendment
reduced the revolver commitment to $400 million from $600 million.

The negative outlook on OMI reflects that the company may
underperform S&P's base-case projections given the continued
pricing pressure in its market, the strategic uncertainties related
to its recent management changes, and its high fixed-cost structure
and uneven operating performance.


PEAK 10: Bank Debt Trades at 7% Off
-----------------------------------
Participations in a syndicated loan under which Peak 10
Incorporated is a borrower traded in the secondary market at 93.25
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.36 percentage points from
the previous week. Peak 10 pays 350 basis points above LIBOR to
borrow under the $1.2 billion facility. The bank loan matures on
August 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 15.


PERNIX SLEEP: March 1 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, will hold an
organizational meeting on March 1, 2019, at 10:00 a.m. in the
bankruptcy case of Pernix Sleep, Inc., and its debtor affiliates.

The meeting will be held at:

         Delaware State Bar Association
         405 King Street, 2nd Floor
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                  About Pernix Sleep

Pernix -- http://www.pernixtx.com-- is a specialty pharmaceutical
company focused on identifying, developing and commercializing
prescription drugs, primarily for the United States market,
currently focused on the therapeutic areas of pain and neurology.
Primarily, the Debtors sell three core branded products: Zohydro ER
with BeadTek, Silenor, and Treximet.  Pernix is headquartered in
Morristown, New Jersey.

Pernix Sleep, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No.
19-10323) on Feb. 18, 2019.  The cases are assigned to Hon.
Christopher S. Sontch.

As of Sept. 30, 2018, Pernix had assets of $274,770,000 and
liabilities of $447,052,000.

The Debtors tapped Landis Rath & Cobb LLP as their Delaware
bankruptcy counsel and Davis Polk & Wardell LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker;
Ernst & Young LLP as financial advisor; and Prime Clerk LLC as
claims and noticing agent.


PETSMART INC: Bank Debt Trades at 15% Off
-----------------------------------------
Participations in a syndicated loan under which Petsmart
Incorporated is a borrower traded in the secondary market at 84.90
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.32 percentage points from
the previous week. Petsmart pays 300 basis points above LIBOR to
borrow under the $4.246 billion facility. The bank loan matures on
March 10, 2022. 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 15.


PIONEER ENERGY: Reports $49.01 Million Net Loss for 2018
--------------------------------------------------------
Pioneer Energy Services Corp. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $49.01 million on $590.09 million of revenues for the year
ended Dec. 31, 2018, compared to a net loss of $75.11 million on
$446.45 million of revenues for the year ended Dec. 31, 2017.

As of Dec. 31, 2018, Pioneer Energy had $741.55 million in total
assets, $576.49 million in total liabilities, and $165.05 million
in total shareholders' equity.

Revenues for the fourth quarter of 2018 were $141.5 million, down
5% from revenues of $149.3 million in the third quarter of 2018.
Net loss for the fourth quarter of 2018 was $14.5 million, or $0.19
per share, compared with net loss of $5.2 million, or $0.07 per
share, in the prior quarter.  Adjusted net loss for the fourth
quarter was $13.6 million, and adjusted EPS(2) was a loss of $0.17
per share.  These results compare to an adjusted net loss of $5.6
million, and an adjusted EPS loss of $0.07 per share in the prior
quarter.  Fourth quarter adjusted EBITDA was $20.8 million, down
from $28.6 million in the prior quarter.

The decrease in revenues and adjusted EBITDA from the prior quarter
was primarily due to lower completion-related activity in our
wireline services business, which was partially offset by improved
margins in the Company's international drilling operations.
Additionally, the Company's adjusted EBITDA during the fourth
quarter decreased by $1.0 million as compared to the prior quarter
due to the change in fair value of its phantom stock awards, for
which the Company recognized a benefit in the third and fourth
quarters of $3.7 million and $2.7 million, respectively.

                     Operating Results

Production Services Business

Revenue from the Company's production services business was $82.3
million in the fourth quarter, down 8% from the prior quarter.
Gross margin as a percentage of revenue from the Company's
production services business was 19% in the fourth quarter, down
from 24% in the prior quarter.

The decrease in production services revenues from the prior quarter
was attributable to lower wireline completion-related activity as
certain customers curtailed completion activities amidst declining
commodity prices.  The overall decrease in production service
revenue was partially offset by sequential increases in well
servicing and coiled tubing revenues.  The Company's continued to
expand our 24-hour drill-out, completion-related activity,
primarily in West Texas, which led to a sequential increase in
revenue for the well servicing business. The Company's coiled
tubing business benefited from the full impact of large diameter
equipment added during the prior quarter.

Well servicing average revenue per hour was $571 in the fourth
quarter, up from $552 in the prior quarter.  Well servicing rig
utilization was 50% in the fourth quarter, down slightly from 51%
in the prior quarter.  Coiled tubing revenue days totaled 346 in
the fourth quarter, as compared to 362 in the prior quarter.  The
number of wireline jobs completed in the fourth quarter decreased
by 10% sequentially.

Drilling Services Business

Revenue from the Company's drilling services business was $59.2
million in the fourth quarter, reflecting a 1% decrease from the
prior quarter.  Margin per day was $10,872, up from $9,428 in the
prior quarter.

The Company's domestic drilling fleet was fully utilized during the
current and prior quarters with average revenues per day of $25,794
in the fourth quarter, up from $25,076 in the prior quarter.
Domestic drilling average margin per day was $10,252 in the fourth
quarter, up slightly from $10,237 in the prior quarter due to
certain rigs repricing upward by approximately $1,000 to $4,000 per
day during the quarter, but offset by one rig repricing downward by
approximately $5,000 per day from a legacy contract.

International drilling rig utilization was 71% for the fourth
quarter, down from 76% in the prior quarter.  Average revenues per
day were $41,230, up from $41,158 in the prior quarter, while
average margin per day for the fourth quarter was $12,590, up from
$7,327 in the prior quarter.  The increase in revenue per day and
margin per day was primarily due to negotiated reimbursements of
certain operating costs of approximately $1.3 million, as well as
demobilization revenue related to one contract.  Although
utilization in the fourth quarter was down sequentially, two idle
rigs were mobilized and began operations in December.

Currently, all 16 of the Company's domestic drilling rigs are
earning revenues, 13 of which are under term contracts, and six of
our eight rigs in Colombia are earning revenue under daywork
contracts.  In the Company's domestic drilling operations, the
Company expects its contracted new-build drilling rig to be
deployed to West Texas and begin operations in late first quarter
of 2019.

Comments from our President and CEO

"In 2018, we generated significantly improved results over 2017
with our drilling services business achieving 35% revenue growth
and a 42% increase in gross margin, while our production services
business achieved 31% revenue growth and a 35% increase in gross
margin," said Wm. Stacy Locke, president and chief executive
officer.  "Strong demand for our U.S. drilling services positioned
us to continue to generate industry-leading margins throughout the
year, despite the downward repricing of four rigs from legacy
new-build contracts.  Our fleet of top performing U.S. drilling
rigs remains fully utilized, and continues to experience strong
demand. In Colombia, we diversified our client base and finished
2018 with seven rigs earning revenue for five customers.  Our
international drilling operations had a particularly favorable year
with 104% revenue growth and a 115% improvement in gross margin.

"Looking forward, we have solid term contract protection in our
drilling services business, and select dayrate increases that were
negotiated in the fourth quarter will positively impact the
business in 2019.  We expect drilling demand for high spec rigs to
remain strong, particularly in West Texas where we will be
delivering a new-build rig in the first quarter on a three-year
term contract.  Demand has been firm in Colombia with seven rigs
currently contracted, although one of the seven will not be earning
revenue for part of the first quarter due to a required mast
repair, but is expected to return to work in the second quarter.

"Our production services business should see steady improvement
throughout the first quarter with typical seasonal weakness in
January and February, and finishing stronger in March.  We expect
to continue to benefit from our investment in coiled tubing with
the addition of two large diameter units in 2018 and the ongoing
expansion of 24-hour drill-out, completion activities that we
introduced in late 2018 in our well servicing business.  We
anticipate that market dynamics for wireline services could remain
challenging in early 2019.

"While the market conditions remain uncertain and visibility
limited, we are focused on maintaining capital expenditure
discipline with an expectation of being cash flow neutral for 2019.
In addition, we will continue to explore asset sales to unlock
additional liquidity and enhance our ability to reduce debt."

First Quarter 2019 Guidance
In the first quarter of 2019, revenue from the Company's production
services business segments could range from down 3% to up 3% as
compared to the fourth quarter of 2018 depending on a number of
factors such as weather and the timing of certain clients resuming
operations.  Margin from the Company's production services business
is estimated to be 18% to 21% of revenue. Domestic drilling
services rig utilization is expected to be 100% and generate
average margins per day of approximately $9,700 to $10,200.
International drilling services rig utilization is estimated to
average 80% to 83%, and generate average margins per day of
approximately $9,000 to $10,000.

The Company expects general and administrative expense to be
approximately $20 million to $21 million in the first quarter of
2019, which as it relates to phantom stock compensation expense, is
based on the closing price of its common stock of $1.23 per share
at Dec. 31, 2018.

Liquidity

Working capital at Dec. 31, 2018 was $110.3 million, down from
$130.6 million at Dec. 31, 2017.  Cash and cash equivalents,
including restricted cash, were $54.6 million, down from $75.6
million at year-end 2017.  During the year ended Dec. 31, 2018, the
Company used $67.1 million of cash for the purchase of property and
equipment, and our cash provided by operations was $39.7 million.

Capital Expenditures

Cash capital expenditures during the year ended Dec. 31, 2018 were
$67.1 million, including capitalized interest.  The Company
estimates total cash capital expenditures for 2019 to be
approximately $55 million to $60 million, which includes
approximately $7 million for final payments on the construction of
the new-build drilling rig that is expected to begin operations in
the first quarter, and previous commitments on high-pressure pump
packages for coiled tubing completion operations.

A full-text copy of the Form 10-K is available for free at:

                       https://is.gd/JWWEhD

                       About Pioneer Energy

Based in San Antonio, Texas, Pioneer Energy Services --
http://www.pioneeres.com/-- provides well servicing, wireline, and
coiled tubing services to producers in the U.S. Gulf Coast,
offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions
through its three production services business segments.  Pioneer
also provides contract land drilling services to oil and gas
operators in Texas, the Mid-Continent and Appalachian regions and
internationally in Colombia through its two drilling services
business segments.

                            *   *   *

Moody's Investors Service had upgraded Pioneer Energy Services'
Corporate Family Rating to 'Caa2' from 'Caa3'.  Moody's said that
Pioneer's 'Caa2' CFR reflects the company's elevated debt balance
pro forma for the $175 million senior secured term loan issuance.
Moody's said that while the company's operating cash flow is
expected to improve due to good demand for its drilling rigs and
equipment services, Pioneer Energy Services' leverage metrics are
weak, as reported by the Troubled Company Reporter on Nov. 13,
2017.

As reported by the TCR on Jan. 25, 2019, S&P Global Ratings lowered
the issuer credit rating on Pioneer Energy Services Corp. to 'CCC+'
from 'B-'.  S&P said, "The downgrade on Pioneer Energy Services
Corp. primarily reflects what we believe to be increasing
refinancing risk, as well as subdued expectations for operating
results in 2019.


PRAIRIE ECI: S&P Assigns 'B+' ICR, Outlook Positive
---------------------------------------------------
Prairie ECI Acquiror L.P. (Prairie) and co-issuers Prairie VCOC
Acquiror L.P. and Prairie Non-ECI Acquiror L.P. are holding
companies that own Blackstone Infrastructure Partners L.P.'s (BIP)
equity interest in Tallgrass Energy, LP (Tallgrass) and its general
partner.  Prairie is issuing a $1.155 billion, seven-year senior
secured term loan to partially finance BIP's acquisition of
Tallgrass, fund the debt service reserve account (DSRA), and pay
related transaction fees.

S&P Global Ratings on Feb. 21 assigned its 'B+' issuer credit
rating to Prairie. It also assigned its 'B+' issue-level rating to
the proposed senior secured term loan. The '3' recovery rating
reflects S&P's expectation of meaningful recovery (50%-70%; rounded
estimate: 60%) in the event of a payment default.

On Jan. 31, 2019, affiliates of BIP announced that it will acquire
100% of the membership interests in Tallgrass' general partner, as
well as an approximately 44% economic interest in Tallgrass, for a
total cash consideration of approximately $3.3 billion. Affiliates
of GIC, Singapore's sovereign wealth fund, will be a minority
investor in the transaction. Prairie is a holding company that will
issue $1.155 billion to partially fund the transaction, pay related
transaction fees, and fund the DSRA. S&P expects the transaction to
close in the first quarter of 2019.

"The positive rating outlook reflects our expectation of
stand-alone adjusted leverage between 3.5x and 4x in 2019 and
consolidated adjusted leverage in the low-5x area," S&P said. "The
positive rating outlook mirrors that on Tallgrass and our
expectation that Tallgrass will maintain a distribution coverage
ratio above 1.15x in the long term."

"We could raise the ratings if Tallgrass is upgraded or if Prairie
maintains stand-alone debt to EBITDA below 2x. We could consider
higher ratings for Tallgrass if it maintains adjusted leverage
below 4.5x," S&P said.

S&P said it could revise the outlook to stable if it takes a
similar action on Tallgrass, which could occur if leverage is
sustained above 4.5x. S&P could also consider lower ratings if
Prairie adds incremental debt to purchase additional Tallgrass
shares such that stand-alone leverage is sustained above 4x.


QEP RESOURCES: Fitch Alters Outlook on BB- IDR to Watch Evolving
----------------------------------------------------------------
Fitch Ratings has revised the Rating Watch to Evolving from
Negative on QEP Resources, Inc.'s (QEP) 'BB-' Issuer Default Rating
(IDR) and senior unsecured debt ratings following the announcement
that the company has agreed to terminate the definitive agreement
to sell its Williston Basin assets. In addition, QEP is commencing
a review of strategic alternatives that could result in a merger or
sale of the company or sale of assets.

The rating reflects the reduction in size, scale, and
diversification upon the sale of the Haynesville assets, as well as
the previous sale of the Uinta assets. Fitch believes the 'BB-'
rating better reflects the new asset and production profile with
operations in the Williston and Permian basins and the need to
develop its Permian footprint. QEP also plans to reduce its general
and administrative expenses by approximately 45% when comparing
2018 to 2020 in order to have a cost structure more reflective of
its smaller size.

The Rating Watch Evolving reflects the uncertainty associated with
the strategic review. Fitch believes that QEP is in the early
stages of the review and no announcement is imminent. In addition,
it is unclear what form the review will take, which could range
from a total sale or merger, a sale of just one basin, or no sale.
Fitch intends to resolve the Watch upon completion of the company's
strategic review providing clarity regarding the longer term asset
profile, capital structure, and financial policy.

KEY RATING DRIVERS

Review of Strategic Alternatives: On Feb. 20, 2019, QEP announced
that its Board of Directors has commenced a review of strategic
alternatives, which could result in a merger or sale of the
company, or a transaction involving its assets. The company also
announced that due to the deterioration in commodity prices, it has
agreed to terminate the sale of its Williston Basin assets to
Vantage Acquisition Operating Company, LLC (Vantage). On Jan. 7,
2019, Elliott Management Corp. (Elliott), one of QEP's largest
shareholders (approximately 5%) announced a preliminary proposal to
acquire QEP for $8.75 per share in cash, a 44% premium to the
closing price, subject to certain conditions. QEP is expected to
engage in discussions with interested parties, including Elliott.

Repositioning Asset Base: In Feb. 2018, QEP announced that it would
focus on becoming a pure Permian operator. QEP closed on their
Pinedale divestiture in September 2017, completed their Permian
acquisition in October 2017, closed on the Uinta divestiture in
July 2018, and completed the sale of their Haynesville sale on Jan.
10, 2019. Fitch believes that the Permian is an attractive asset,
however, QEP's core acreage and production size is smaller than
other producers in the basin, such as Concho, EOG Resources,
Pioneer Natural Resources and XTO Energy. QEP plans to continue to
operate and develop its assets in the Williston Basin.

Manageable Leverage Expected: Following the Haynesville sale, Fitch
expects QEP to use proceeds to repay its credit facility and fund
its 2019 capital expenditure program. Fitch estimates 2019 pro
forma debt/EBITDA of 2.7x, and Fitch expects QEP to operate in that
range going forward. QEP has consistently managed low leverage
metrics even in the downturn, with debt/EBITDA peaking in 2016 at
3.3x.

Shareholder Friendly Actions: Concurrently announced with the asset
sales was a unanimously authorized share buyback program for $1.25
billion, however only $58 million has been repurchased since the
announcement. Originally, Fitch expected proceeds from the asset
sales to be used in part for the buyback program. Instead, QEP has
applied proceeds of the Uinta sale to reducing debt and funding
capital expenditures, and has indicated it will do the same with
proceeds from the Haynesville divestiture.

Negative to Neutral FCF: Fitch expects QEP's Permian assets to be
FCF negative until 2021 when it reaches cash flow neutrality based
on its current price deck. The FCF deficits will be funded with the
expected asset sales. The move to neutral FCF is a credit positive
but is done at the expense of production size and diversification.

Focus on the Permian:  The 44,000 net acres in the Permian
currently has about 1,800 drilling locations, which translates to
eight to 15 years of drilling inventory based on pacing. Further
debt funded Permian acquisitions are expected to increase the
running room in the basin.

DERIVATION SUMMARY

Following the sale of the Haynesville assets, QEP will primarily be
an oil-based producer. Pro forma production of 83 mboe/d is at a
level similar to higher-rated, single-B issuers, such as SM Energy
(B+/Stable), a Permian/Eagle Ford producer more weighted to gas,
and Extraction (B+/Stable), a rapidly growing producer in the DJ
Basin. Fitch estimates pro forma reserves to be approximately 475mm
boe at year-end 2018, which is also on the low side for 'BB'
issuers. QEP lacks the core acreage and production size and scale
that higher rated peers, such as Concho Resources Inc. (BBB/Stable)
has in the Permian Basin and Encana. (BBB/Stable) has in the
Anadarko Basin. However, the company's financial profile, as
measured by debt/EBITDA, is generally consistent with higher rated
peers. Fitch estimates 2019 pro forma debt/EBITDA in the 2.7x
range, which is in-line with Murphy Oil (BB+/Stable), a diversified
producer with onshore and offshore operations, and Southwestern
Energy (BB/Stable), a Marcellus-focused natural gas producer.

KEY ASSUMPTIONS

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

  - WTI oil price of $65.50/barrel in 2018, $57.50 in 2019 and
2020, and long-term price of $55/barrel;

  - Henry Hub gas of $3.10/mcf in 2018, $3.25 in 2019, and a
long-term price of $3.00/mcf;

  - Haynesville divestiture in January 2019 for net proceeds of
$640 million;

  - Production declines by 41% from Haynesville sale, and grows in
low-teens primarily from development of the Permian;

  - No other acquisitions, divestitures, dividends, or stock
buybacks are assumed. Proceeds from the Haynesville sale will be
used to repay debt and fund the 2019 development program.

RATING SENSITIVITIES

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

  - Increased production size and scale in the Permian basin;

  - Mid-cycle debt/EBITDA at or below 3.0x;

  - Mid-cycle lease-adjusted debt/FFO at or below 2.0x;

  - Debt/flowing barrel under $15,000 and/or debt/1P below
$5.00/boe on a sustained basis.

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

  - Expectation of mid-cycle debt/EBITDA above 3.5x;

  - Mid-cycle lease-adjusted debt/FFO above 2.5x;

  - Inability to meet expected production growth from Permian Basin
acreage;

  - Shareholder-friendly actions that result in a material increase
in leverage.

LIQUIDITY

Adequate Liquidity: QEP's liquidity is provided by the company's
$1.25 billion unsecured revolver due September 2022. As of Dec. 31,
2018, QEP had $430 million outstanding on its revolver, which is
expected to be repaid with proceeds from the Haynesville
divestiture. The credit is subject to certain covenants that may
limit the amount of borrowing capacity including a consolidated
leverage ratio not to exceed 3.75x after Dec. 31, 2018 and a
Present Value to Consolidated Net Funded Debt Ratio of at least
1.4x in 2019.
Extended Maturity Profile: QEP's maturity profile is clear until
2020 when approximately $51.7 million of notes are due, with $397.6
million, $500 million and $650 million due in 2021, 2022, and 2023,
respectively.

FULL LIST OF RATING ACTIONS

Fitch has revised the Rating Watch to Evolving from Negative on the
following ratings:

QEP Resources, Inc.

  - Long-term IDR 'BB-';

  - Unsecured revolver and notes 'BB-'/'RR4'.


RENNOVA HEALTH: Reports Preliminary 2018 Revenue of $15.3 Million
-----------------------------------------------------------------
Rennova Health, Inc., announced preliminary net revenues for the
year ended Dec. 31, 2018 of approximately $15.3 million.  This
number remains subject to final review and potential adjustment
before the annual financial statements are filed.  This represents
an increase of approximately $10.7 million from the reported net
revenues for 2017.  This preliminary revenue includes operations of
Rennova's second hospital in Jamestown, Tennessee, which it
acquired on June 1, 2018.  The Company continues to take a
conservative position on revenue recognition in hospital operations
and will maintain this position until we have adequate historical
information to evidence total collection rates.

"We believe that 2018 was a pivotal year and expect our business
model for the rural hospital sector to deliver profits and
significant growth for Rennova in the coming years," said Seamus
Lagan, CEO of Rennova.  "We expect increased revenue in 2019 from
ownership of existing facilities for the full year and continue to
analyze additional acquisition opportunities with an expectation
that one or more will be accomplished in 2019.  We expect to file
our 2018 financial statements on time and look forward to providing
a further update when filed."

                       About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and
operates two rural hospitals in Tennessee and provides diagnostics
and supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and superior
clinical outcomes.  Beginning in 2018, the Company intends to focus
on and operate two synergistic divisions: 1) clinical diagnostics
through its clinical laboratories; and 2) hospital operations
through its Big South Fork Medical Center, which opened on Aug. 8,
2017, and a hospital in Jamestown Tennessee, including a doctor's
practice, the assets of which it expects to acquire in the second
quarter of 2018, pursuant to the terms of a definitive asset
purchase agreement that the Company entered into on Jan. 31, 2018.


Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.  As of Sept. 30,
2018, the Company had $19.43 million in total assets, $39.76
million in total liabilities, $5.83 million in redeemable preferred
stock I-1, $3.96 million in redeemable preferred stock I-2, and a
total stockholders' deficit of $30.13 million.

The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit.  These conditions
raise substantial doubt about the company's ability to continue as
a going concern.


REYES P. ALONZO: Unsecured Creditor to Receive 100% in 24 Months
----------------------------------------------------------------
Reyes P. Alonzo Properties, LLC, filed a Chapter 11 plan and
accompanying disclosure statement.

There is only one unsecured creditor -- The Bank of America. This
debt will be paid in full. Creditors will receive 100% percent of
their allowed claim in 24 months.

Class Two pertains to the administrative claim of Bexar County in
the estimated amount of $13,923.41. Real property accounts will be
paid direct outside the plan by the Debtor or its  designated
third-party disbursing agent and said taxes will be timely paid
prior to delinquency under Texas law.

There are several businesses on the property: a car wash, a Molino
taco house, a state inspection  station and a restaurant that is
under construction and should be ready for full operation by the
middle of the year, it is currently being used as an event rental
from time to time.

A full-text copy of the Disclosure Statement dated February 11,
2019, is available at https://tinyurl.com/y3ojdunh from
PacerMonitor.com at no charge.

Reyes P. Alonzo Properties, LLC, filed a voluntary Chapter 11
petition (Bankr. W.D. Tex. Case No. 18-52341) on October 1, 2018,
and is represented by Heidi McLeod, Esq., at Heidi McLeod Law
Office.


RGB LLC: DOJ Watchdog Directed to Appoint Chapter 11 Trustee
------------------------------------------------------------
Bankruptcy Judge David T. Thuma ruled that a chapter 11 trustee
should be appointed in the bankruptcy case captioned In re: RGB,
LLC, Debtor, Case No. 18-11140-t11 (Bankr. D.N.M.).

The U.S. Trustee filed a motion to convert or dismiss the case on
July 24, 2018. Creditor Frontier Tank Lines, Inc. joined in the
motion, as did Debtor's main lender First American Bank.

Section 1112(b)(1) gives the Court the options of converting the
case, dismissing the case, appointing an examiner, or appointing a
chapter 11 trustee, whatever is in the best interests of the
creditors and the estate. It is easy to rule out the appointment of
an examiner; there does not appear to be a need for one. Among
conversion, dismissal, or appointment of a chapter 11 trustee, it
is a closer call. If Debtor's assets are not worth substantially
more than the bank debt, it likely makes no sense to do anything
other than dismiss. On the other hand, if Debtor's assets have
substantial value over and above the Bank debt, and if Debtor can
operate at a profit, then appointment of a chapter 11 trustee might
benefit creditors and the estate. The Court had hope for this
Debtor because activity in the Permian Basin currently seems
robust, and Debtor's business is tied directly to that activity.
The Court would like to give a chapter 11 trustee the opportunity
to review Debtor's operations and determine whether the business
can operate at a profit during a sales period, and whether the
assets could generate money for unsecured creditors. If the trustee
answers either question in the negative, then the Court would
entertain an immediate motion to convert the case to chapter 7 or
dismiss it.

There is no question that cause exists to convert or dismiss the
chapter 11 case for a number of reasons, most importantly failure
to pay post-petition taxes and continuing operating losses with
little prospect of rehabilitation. Similarly, there is no question
that Debtor did not carry its burden of proving the "unusual
circumstances" exception in section 1112(b)(2). Thus, the Court has
no choice but to convert the case, dismiss the case, or appoint a
chapter 11 trustee. The Court concludes that the appointment of a
chapter 11 trustee is worth a try. It therefore will enter a
separate order asking the U.S. Trustee's office to appoint a
chapter 11 trustee.

A copy of the Court's Opinion dated Jan. 11, 2019 is available at
https://bit.ly/2SNjMD3 from Leagle.com.

RGB, LLC, Debtor, represented by Jennie Behles, Behles Law Firm
PC.

United States Trustee, U.S. Trustee, represented by Leonard K.
Martinez-Metzga, Office of the U.S. Trustee.

RGB, LLC is a privately held company in Carlsbad, New Mexico that
offers truck equipment and parts.

RGB filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case
No. 18-11140) on May 4, 2018, with estimated assets of $0 to
$50,000 and estimated liabilities of $1 million to $10 million. The
petition was signed by Robert Betancourt, authorized
representative.


RIVERBED TECHNOLOGY: Bank Debt Trades at 9% Off
-----------------------------------------------
Participations in a syndicated loan under which Riverbed Technology
Inc. is a borrower traded in the secondary market at 91.00
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.36 percentage points from
the previous week. Riverbed Technology pays 325 basis points above
LIBOR to borrow under the $1.585 billion facility. The bank loan
matures on April 24, 2022. 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 15.


SALSGIVER INC: Court Denies Approval of Disclosure Statement
------------------------------------------------------------
On February 7, 2019, a hearing was held on approval of the
disclosure statement to accompany Salsgiver Inc., et al.'s Plan
dated January 4, 2019, DQE Communications, LLC's objection to the
Disclosure Statement, and Salsgiver, Inc.'s Response.  At the
hearing, the Court expressed its concern that the three Salsgiver
entities have been operating under a "de facto" consolidation,
contrary to the Court's prior denial of the Debtor's request for
consolidation.

Counsel for the Debtor stated he has several claim objections and
adversary cases that need to be addressed before the Disclosure
Statement can list claims with certainty.  The parties present at
the hearing agreed to an extension of time to deal with the
objections to claims.

Accordingly, the Disclosure Statement to  Accompany Plan and Plan
Reorganization and Plan Summary of Salsgiver Inc. are denied.

On or before February 25, 2019, the Debtor will file all Objections
to Claims.

On or before March 11, 2019 the Debtor will file all Adversary
Complaints it seeks to pursue.

On or before April 3, 2019 the Debtor will file its Amended Chapter
11 Plan, Amended Chapter 11 Plan Summary and Amended Chapter 11
Disclosure Statement.

                  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.


SAM KANE BEEF: $1.5M Sale of All Assets to JDH Capital Approved
---------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of New York authorized Sam Kane Beef Processors, LLC's
sale of substantially all assets to JDH Capital Co. for $1.5
million, subject to adjustments.

The Debtor conducted the Auction on Feb. 6, 2019, and selected the
Purchaser as the winning bidder.  The Debtor determined that Rabo
AgriFinance LLC, formerly known as Rabo AgriFinance, Inc., will
serve as the Back-Up Bidder pursuant to the terms of Rabo's credit
bid.  The Sale Hearing was held on Feb. 12, 2019.

The sale is free and clear of any interest in the Property and all
Liens, with all such interests and Liens to apply and attach to the
proceeds of the sale.

The Sole Manager of the Debtor will be, and is, authorized to
certify or attest to any of the foregoing actions (but no such
certification or attestation will be required to make any such
action valid, binding, and enforceable).

Subject to the terms of the Agreement and the occurrence of the
Closing Date, the assumption by the Debtor of Assigned Contracts
and the assignment of all such Assigned Contracts to the Purchaser,
as provided for or contemplated by the Agreement, be, and is,
authorized and approved.

At Closing, subject to further Court approval of a settlement
between the Debtor and Nueces County, the Debtor will pay
outstanding amounts owed for 2017 and 2018 ad valorem taxes.  The
ad valorem tax liens of Nueces County for the 2019 tax year are
hereby expressly retained against the Assets until payment is made
to fully satisfy the 2019 ad valorem taxes, and any penalties or
interest which may ultimately accrue to those 2019 taxes.

Any amounts that become payable by the Debtor to the Purchaser
pursuant to the Agreement: (a) will constitute super-priority
administrative expenses of the Debtor's estate, and (b) will be
paid by the Debtor in the time and manner provided for in the
Agreement.

Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, the Order
will be effective and enforceable immediately upon entry and its
provisions will be self-executing, and the Motion or notice thereof
will be deemed to provide sufficient notice of the Debtor's request
for waiver of the otherwise applicable stay of the order.  

The Purchaser and Rabo have each agreed to fund up to 50% of the
expenses attributable to the operation of the Purchased Assets for
the period commencing on Feb. 11, 2019 until the earlier of the
Closing Date and the date of termination of the Agreement in
accordance with the Interim Budget (such amounts actually utilized
and expended (or in the case of payroll, utility and other expenses
paid in arrears accrued).  Rabo will provide, upon request of the
Debtor, up to $200,000, to be used by the Debtor in accordance with
the Interim Budget.  Beginning on Feb. 18, 2019, the Debtor will be
authorized to utilize up to $200,000 of the Purchaser's Earnest
Money by the Seller in accordance with the terms of the Agreement.


Pursuant to 11 U.S.C. Section 363 and Federal Rules of Bankruptcy
Procedure 6004 and 9014, if the Agreement is terminated, the Debtor
also will be, and  is, authorized and empowered without further
notice or order of the Court to sell the Assets to Rabo, free and
clear of all liens, claims, interests and encumbrances other than
(a) senior, priming governmental liens for unpaid taxes and
assessments owed on the Assets, and (b) senior, perfected purchase
money security interests, if any, in return for a credit against
the debt owed by the Debtor to Rabo in the amount of $7,775,000.

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

        http://bankrupt.com/misc/Sam_Kane_49_Sales.pdf

                  About Sam Kane Beef Processors

Sam Kane Beef Processors, LLC, is an independent, fully-automated
processor and distributor of beef and beef products based in Corpus
Christi, Texas.  Since its beginnings in 1949, Kane Beef has
expanded from a local meat counter to a nationally recognized
supplier of dependable beef products with key accounts in retail
and foodservice.  

The Debtor was involved in litigation with the United States and
various livestock sellers for alleged violations of, and claims
made pursuant to, the Packers and Stockyards Act of 1921, as
amended and supplemented.

On Oct. 5, 2018, the United States District Court for the Southern
District of Texas appointed Richard S. Schmidt as receiver.

Sam Kane, in a petition signed by receiver Richard S. Schmidt,
filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020)
on Jan. 22, 2019.  The Debtor estimated assets and liabilities of
$50 million to $100 million.  The Hon. David Jones oversees the
case.  The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams
LLP, as its legal counsel.


SCIENTIFIC GAMES: Posts Net Income of $206.8 Million in Q4
----------------------------------------------------------
Scientific Games Corporation reported results for the fourth
quarter and year ended Dec. 31, 2018.

Fourth Quarter 2018 Financial Highlights:

   * Fourth quarter revenue rose 8 percent to $885.7 million, up
     from $823.0 million in the year ago period, reflecting $51.7
     million in revenue from NYX, along with growth in the
     Company's Lottery and Social businesses.

   * Net income was $206.8 million compared to a net loss of $43.1
     million in the prior year period, driven by improvement in
     operating income and due to a $183.1 million reversal of 55%
     of the previously established reserve related to the Shuffle
     Tech legal matter.

   * Consolidated Adjusted EBITDA increased 6 percent to $343.5
     million from $324.5 million in the prior year period,
     primarily driven by higher revenue and continued operational
     efficiencies.  Consolidated AEBITDA margin, a non-GAAP
     financial measure was 38.8 percent, compared to 39.4 percent
     in the prior year period reflective of a shift in revenue mix

     primarily driven by NYX.

   * Net cash (used in) provided by operating activities decreased
     to ($9.8) million from $118.1 million in the year ago period,
     driven primarily by making a $151.5 million payment to
     resolve the Shuffle Tech legal matter.

   * Social Gaming IPO Filing: On Dec. 17, 2018, the Company's
     Social gaming business confidentially submitted a draft
     registration statement on Form S-1 to the Securities and
     Exchange Commission relating to a possible initial public
     offering of a minority interest in its Social business.  The
     Company anticipates that the proceeds from the contemplated
     IPO would primarily be used to repay debt.  On Feb. 14, 2019,
     its Social gaming business confidentially submitted Amendment
      No. 1 to its draft registration statement on Form S-1.

Full Year 2018 Financial Highlights:

    * Revenue increased 9 percent, or $279.6 million, year over
      year to $3,363.2 million.

    * Net loss was $352.4 million compared to a net loss of $242.3
      million a year ago, driven by $253.4 million in
      restructuring and other charges primarily consisting of the
      $151.5 million payment to resolve the Shuffle Tech legal
      matter and $27.5 million for contingent consideration
      associated with the higher-than-expected results from the
      2017 acquisition of Spicerack.

    * Consolidated AEBITDA increased 9 percent to $1,329.7 million
      compared to $1,224.9 million in the prior year.

    * Net cash provided by operating activities was $346.1 million
      compared to $507.1 million in the prior year, reflective of
      the $151.5 million payment to resolve the Shuffle Tech legal
      matter and a $52.4 million unfavorable change in accrued
      interest, due to the timing of the Company's interest
      payments, which were modified in connection with its
      refinancing transactions.

Barry Cottle, CEO and president of Scientific Games, said, "This is
a very exciting time for Scientific Games.  We're focused on
developing the best games and the most innovative platforms to
deliver outstanding gaming experiences wherever and whenever
players choose to play.  We are building momentum and continuing to
grow our business while at the same time operating more
efficiently.  The entire organization is enthused about 2019 and
focused on helping our customers win, which will drive our free
cash flow and create meaningful value for our shareholders."

Michael Quartieri, chief financial officer of Scientific Games,
added, "We continue to grow our top line driven by the strength of
our products.  We believe there are opportunities for further
growth in 2019, both on a top line and bottom line basis as we are
firmly committed to maximize free cash flow and delever our balance
sheet."

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

                        https://is.gd/qpw2Mm

                       About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming
entertainment company offering a portfolio of game content,
advanced systems, cutting-edge platforms and professional services.
The company offers technology-based gaming systems, digital
real-money gaming and sports betting platforms, casino table games
and utility products and lottery instant games, and a leading
provider of games, systems and services for casino, lottery and
social gaming.

Scientific Games reported a net loss of $242.3 million for the year
ended Dec. 31, 2017, compared to a net loss of $353.7 million for
the year ended Dec. 31, 2016.  As of Dec. 31, 2018, the Company had
$7.71 billion in total assets, $747.3 million in total current
liabilities, $107.6 million in deferred income taxes, $334.2
million in other long-term liabilities, $8.99 billion in long-term
debt, excluding current portion, and a total stockholders' deficit
of $2.46 billion.


SPANISH BROADCASTING: Reports Prelim. Q4 & Full Year 2018 Results
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., reported select preliminary
estimated financial results for the quarter- and year-ended Dec.
31, 2018.

Financial Highlights

For the fourth quarter 2018, the Company currently estimates
consolidated Net Revenue to be between approximately $38.9 million
and $39.6 million, an increase of between 7% and 9% over 2017 and
Adjusted OIBDA to be between approximately $16.8 million and $17.5
million, an increase of between 21% and 26% over 2017.

For the full year 2018, the Company currently estimates
consolidated Net Revenue to be between approximately $141.7 million
and $142.4 million, an increase of between 5% and 6% over 2017 and
Adjusted OIBDA to be between approximately $49.5 million and $50.2
million, an increase of between 36% and 38% over 2017.

Discussion and Results

"Over the past several years we have embarked upon a concerted
strategy of unlocking and monetizing the combined power of our
leading radio, television, digital and experiential platforms
targeting the U.S. Hispanic consumer," commented Raul Alarcon,
Chairman and CEO.  "Our preliminary fourth quarter and full-year
2018 results have, once again, validated that strategy by
demonstrating the true value of our integrated assets and
management's ability to grow the top line while simultaneously
implementing strict cost controls at all of our operating units."

"During the fourth quarter and full-year 2018, we grew our revenue
by 7% to 9% and 5% to 6%, respectively, while maintaining our
margins at industry-leading levels.  We currently expect our
full-year 2018 Adjusted OIBDA* to be approximately $50 Million, a
36% or greater increase over the prior year and one of the best
operating results in our 35-year history.  In addition, our audio
rankings, as well as our TV, digital and mobile engagement metrics,
also grew significantly."

"Looking to 2019, we will continue to invest in our future, with a
focused approach to maximizing revenues, containing costs, and
delivering solid, sustainable growth across all our business
lines."

                      About Spanish Broadcasting

Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and
operates radio stations located in the top U.S. Hispanic markets of
New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Urbano format genres SBS also operates
AIRE Radio Networks, a national radio platform of over 250
affiliated stations reaching 94% of the U.S. Hispanic audience.

SBS also owns MegaTV, a network television operation with
over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico, produces a nationwide roster
of live concerts and events, and owns a stable of digital
properties, including La Musica, a mobile app providing
Latino-focused audio and video streaming content and HitzMaker, a
new-talent destination for aspiring artists.

The report from the Company's independent accounting firm Crowe
Horwath LLP, the Company's auditor since 2013, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the 12.5% Senior Secured Notes
had a maturity date of April 15, 2017.  Cash from operations or the
sale of assets was not sufficient to repay the notes when they
became due.  In addition, for the year ended Dec. 31, 2017, the
Company had a working capital deficiency and negative cash flows
from operations.  These factors raise substantial doubt about its
ability to continue as a going concern.

Spanish Broadcasting reported net income of $19.62 million for the
year ended Dec. 31, 2017, compared to a net loss of $16.34 million
for the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Spanish
Broadcasting had $437.7 million in total assets, $530.24 million
in total liabilities, and a total stockholders' deficit of $92.57
million.

                          *     *     *

In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System.  "We
withdrew the ratings because we were unlikely to raise them from
'D', based on SBS' ongoing plans to restructure its debt," said S&P
Global Ratings' credit analyst Scott Zari.  S&P had downgraded SBS
to 'D' on April 21, 2017, following the company's announcement that
it didn't repay its $275 million 12.5% senior secured notes that
were due April 15, 2017, as reported by the TCR on May 25, 2017.

In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'.  SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
default under the company's 12.5% senior secured notes due April
2017, said Moody's.


SPECTRUM HOLDINGS: S&P Affirms 'B' ICR on Expected M&A Activity
---------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Spectrum Holdings III
Corp., including the 'B' issuer credit rating, the 'B' issue-level
rating on its first-lien credit facility, and the 'CCC+'
issue-level rating on its second-lien debt.

Over 2018, Spectrum's size and business composition have
significantly changed, with the divestiture of its specialty
plastics profiles business (Profiles) for about $140 million, and
acquisitions of two businesses within its medical segment. As a
result, the company's 2018 pro forma leverage has temporarily
increased to around 9x, reflecting the smaller EBITDA base and the
deployment of only about half of Profiles' divestiture proceeds,
with the remaining cash balance still on the balance sheet. At the
same time, S&P views the company's business mix shift toward
medical devices manufacturing as potentially credit positive,
depending on how the company redeploys the remaining unused
divestiture proceeds.

"The rating affirmation reflects our expectations that the current
elevated leverage of about 9x (pro forma) is temporary and that it
will decrease to about 7.5x-8x in 2019-2020 when the remaining
divestiture proceeds are utilized," S&P said. "Currently, Spectrum
has deployed about half of the Profiles' divestiture proceeds, and
in our base case we assume that over the next year it will allocate
the remaining funds toward acquisitions and growth-related
initiatives, resulting in higher EBITDA and lower leverage." S&P
also expects Spectrum's free operating cash flow to improve to at
least $10 million in 2019 in the absence of material transaction
costs.

"The stable outlook reflects our expectation that the company will
generate mid-single-digit organic growth, maintain stable
profitability, and deploy its existing cash balances primarily
toward accretive acquisitions. This will enable it to delever and
improve its free cash generation," S&P said.


SYNIVERSE TECHNOLOGIES: Bank Debt Trades at 7% Off
--------------------------------------------------
Participations in a syndicated loan under which Syniverse
Technologies [fka TSI Telecommunications Services] is a borrower
traded in the secondary market at 92.92 cents-on-the-dollar during
the week ended Friday, February 15, 2019, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents an
increase of 1.48 percentage points from the previous week.
Syniverse Technologies pays 500 basis points above LIBOR to borrow
under the $1.702 billion facility. The bank loan matures on March
9, 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 15.


TALLGRASS ENERGY: S&P Affirms 'BB+' ICR on Blacktstone Acquisition
------------------------------------------------------------------
Affiliates of Blackstone Infrastructure Partners L.P. (BIP) on Jan.
31 announced that it will acquire 100% of the membership interests
in Tallgrass Energy LP's general partner (GP), as well as an
approximate 44% economic interest in Tallgrass for approximately
$3.3 billion. Affiliates of GIC, Singapore's sovereign wealth fund,
will be a minority investor in the transaction.

S&P Global Ratings said it does not expect Tallgrass' financial
policy to materially change when the transaction closes, which it
expects to occur before March 31.  As a result, S&P on Feb. 21
affirmed its 'BB+' issuer credit and issue-level ratings on
Tallgrass Energy Partners, LP.

"The affirmation reflects our expectation that BIPs acquisition of
Tallgrass will not result in a more aggressive financial policy,"
S&P said.

When the transaction closes, BIP will control the partnership's GP
Major business decisions including dividend policy, will be
determined by the board, the majority of which will be composed of
BIP and management representatives, according to S&P. S&P said it
classifies BIP to be an infrastructure fund and expect it to be a
long-term investor in the partnership. As a result, it continues to
forecast the partnership to maintain adjusted leverage of
approximately 4.5x when proportionately consolidating its 75%
interest in Rockies Express Pipeline LLC (REX).

"The outlook on Tallgrass is positive, reflecting our expectation
that BIPs acquisition of Tallgrass will not result in a more
aggressive financial policy as we continue to expect Tallgrass to
maintain adjusted leverage of approximately 4.5x in 2019 and
beyond," S&P said.

"We could upgrade Tallgrass to 'BBB-' if it maintains adjusted
leverage below 4.5x while successfully renewing PXP's expiring
contracts. Additionally, an improvement in scale or diversification
of its asset base could also lead to an upgrade if the company
maintains adjusted debt to EBITDA at 4.5x," S&P said.

S&P said it could revise the outlook to stable if the company's
financial policy becomes more aggressive, resulting in it
sustaining adjusted leverage above 4.5x. This could also occur if
BIP pursues a take-private transaction or if a large percentage of
PXP contracts roll off and the partnership is unable to offset
those lost cash flows.


THOMAS O. EIFLER: $713K Sale of Book of Business to Successors OK'd
-------------------------------------------------------------------
Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky authorize Thomas O. Eifler, Sr. to enter into
the Wealth Advisor Transition Agreement with wealth advisors, Eric
M. Vegh, Mark C. Naber, and Kit B. Carter, in connection with the
transfer his rights to manage, service and generate commissions
from his customer accounts in anticipation of his departure from
J.J.B. Hilliard, W.L. Lyons, LLC, for $713,125.

The hearing on the motion began on Feb. 11, 2019, and concluded on
Feb. 13, 2019.

The Purchase Price is payable to the Debtor in equal, monthly
installments of $14,857.  The payments will be made over a period
not to exceed four years, beginning on or about the fifteenth day
of the second month following the Retirement Date and continuing on
or about the fifteenth day of each month thereafter until fully
paid.

The Debtor's proposed order will be entered.

Thomas O. Eifler, Sr. filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 17-31862) on June 6, 2017.  At the time of filing, the
Debtor estimated assets and liabilities at $1 million to $10
million each.

The Debtor is represented by:

         James E. McGhee III, Esq.
         KAPLAN & PARTNERS LLP
         710 West Main Street, Fourth Floor
         Louisville, KY 40202
         Phone: (502) 416-1630
         E-mail: jmcghee@kplouisville.com


THOMASTON HOUSING AUTHORITY GA: S&P Cuts 2004 Rev Bond Rating to B
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Thomaston Housing
Authority, Ga.'s series 2004 multifamily housing revenue bonds,
issued for the Farview apartments project, one notch to 'B' from
'B+' and removed the rating from CreditWatch with negative
implications where S&P Global Ratings placed it on Dec. 7, 2018,
due to an information lapse. The outlook is negative.

The rating action reflects S&P Global Ratings' view of insufficient
coverage on the remarketing date. The rating service calculated a
debt service coverage of 1x on the remarketing date based on the
0.25% stressed-reinvestment-rate assumption for speculative-grade
rating categories; therefore, the rating service believes revenue
from mortgage debt-service payments and investment earnings will be
insufficient to pay principal, interest, and fees on the bonds'
remarketing date of Jan. 1, 2025.

"We could lower the rating further if the asset-to-liability ratio
were to decrease below 100.25% or the funds were to decrease to
levels we consider insufficient to cover reinvestment risk," said
S&P Global Ratings credit analyst Emily Avila. "Although unlikely
during the one-year outlook period, we could raise the rating if
debt service coverage and revenue were to increase to levels we
consider sufficient to cover principal, interest, and fees on the
remarketing date."

The negative outlook reflects S&P's view that investor risk
increases as the remarketing date approaches.


TSI TELECOMMUNICATION: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which TSI
Telecommunication Services is a borrower traded in the secondary
market at 92.92 cents-on-the-dollar during the week ended Friday,
February 15, 2019, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents an increase of 1.27 percentage
points from the previous week. TSI Telecommunication pays 300 basis
points above LIBOR to borrow under the $700 million facility. The
bank loan matures on April 20, 2019. Moody's gave no rating to the
loan and Standard & Poor's gave no 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 15.


UNITED CHARTER: Taps Realty Executives as Lease Listing Broker
--------------------------------------------------------------
United Charter, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire Oakdale,
Calif.-based brokerage firm Realty Executives nunc pro tunc to May
1, 2018.

The firm will serve as the Debtor's broker in any lease of its
industrial warehouse located at 1555 East Main Street, Stockton,
California.  

Realty Executives will get 6% of the total rent as payment for its
services.  The firm's exclusive right to lease or rent the property
expires on April 1.

John Anderson, the sales agent employed with Realty Executives who
is providing the services, disclosed in a court filing that he has
no connection with the Debtor or its bankruptcy estate and
creditors.

Realty Executives can be reached through:

     John M. Anderson   
     Realty Executives
     1455 W G St.
     Oakdale, CA 95361
     Tel: (209) 747-4347
     Email: johnanderson@realtyexecutives.com

                       About United Charter

United Charter LLC, owner of certain properties in Stockton,
California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No.
17-22347) on April 7, 2017.  In the petition signed by Raymond
Zhang, its managing member, the Debtor estimated assets and
liabilities ranging from $1 million to $10 million.  The case has
been assigned to Judge Ronald H. Sargis.  The Debtor is represented
by Jeffrey J. Goodrich, Esq., at Goodrich & Associates.

On Feb. 22, 2018, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


UNITED METHODIST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The United Methodist Village, Inc.
        2101 James St
        Lawrenceville, IL 62439-2027

Business Description: The United Methodist Village, Inc.
                      is a not for profit nursing home based in
                      Lawrenceville, Illinois.

                      On the web: http://www.umvillage.com/

Chapter 11 Petition Date: February 22, 2019

Court: United States Bankruptcy Court
       Southern District of Illinois (Effingham)

Case No.: 19-60046

Judge: Hon. Laura K. Grandy

Debtor's Counsel: Roy J. Dent, Esq.
                  DENT LAW OFFICE, LTD.
                  415 W Virginia Ave
                  PO Box 1633
                  Effingham, IL 62401
                  Tel: (217) 330-5500
                  Fax: (866) 870-6855
                  Email: notices@dentlawoffices.com

Total Assets: $13,779,571

Total Liabilities: $7,164,533

The petition was signed by Ashli Wesley, administrator.

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

         http://bankrupt.com/misc/ilsb19-60046.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
Allied Benefit System                  Trade Debt          $63,199
200 W Adams St Ste 500
Chicago, IL 60606-5215

Ameren Illinois                        Trade Debt          $34,023
Credit and Collections
2105 E State Route 104
Pawnee, IL 62558-4681

Dr. Gary D. Carr, MD                   Trade Debt          $25,600
PO Box 28
Lawrenceville, IL 62439-0028

Duane Morris, LLP                     Professional        $238,055
190 S La Salle St, Ste 3700             Services
Chicago, IL 60603-3433

Good Samaritan Hospital                Trade Debt          $33,122
520 S 7th St
Vincennes, IN 47591-1038

Healthcare & Family Services         Government Debt       $46,782
Bureau of Fiscal Operations
PO Box 19491
Springfield, IL 62794-9491

HealthDirect Institutional             Trade Debt         $540,552
Pharmacy Serv
7846 Aviation Dr
Marion, IL 62959-5818

Illinois Department of Revenue        Tax Liability        $86,899
Bankruptcy Unit
100 Randolph St
Level 7-425
Chicago, IL 60601

Illinois Gas Company                    Trade Debt         $41,644
PO Box 490
Olney, IL 62450-0490

Internal Revenue Service              Tax Liability       $586,119
Centralized Insolvency Operations
PO Box 7346
Philadelphia, PA 19101-7346

Kemper Technology Consultants           Trade Debt         $36,041
121 W Walnut St
Robinson, IL 62454-2147

Lincare Long Term Care                  Trade Debt         $39,062
14839 W 95th St
Lenexa, KS 66215-5220

MatrixCare AOD                          Trade Debt         $51,041
PO Box 9201
Minneapolis, MN 55480-9201

Medline Industries, Inc.                                   $16,233
Dept CH 14400
Palatine, IL 60055-4400

Orthopaedic & Neurological               Trade Debt       $307,006
Rehab, Inc.,
1101 S Capital of
Texas Hwy Bldg G
Austin, TX
78746-6445

PointClickCare                           Trade Debt        $27,074
PO Box 674802
Detroit, MI
48267-4802

Read's Inc.                              Trade Debt        $25,615
911 W Catherine St
Olney, IL
62450-1169

RehabCare Group East, Inc.               Trade Debt     $1,577,424
680 S 4th St
Louisville, KY
40202-2407

Senior Med Services, Inc.                Trade Debt        $54,056
7846 Aviation Dr
Marion, IL
62959-5818

Tobin & Associates, Inc.                 Trade Debt        $27,992
3801 LaGrange Rd
Rushville, IL 62681


UNITI GROUP: Fitch Cuts LT IDR to B+ & Alters Outlook to Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Uniti Group Inc.'s Long-Term Issuer
Default Rating (IDR) to 'B+' from 'BB-'. The Rating Outlook has
been revised to Negative from Stable. In addition, Fitch has
downgraded Uniti Group L.P.'s debt, which was previously issued by
Uniti Group Inc. and assumed by Uniti Group LP upon the formation
of an UP-REIT. Uniti Group Inc. is a guarantor of the debt.

The downgrade and Negative Outlook reflect the uncertainty posed by
the adverse court decision experienced by its main tentant,
Windstream Services, LLC (Windstream) in a bondholder dispute. As a
consequence of that decision, Fitch downgraded Windstream to 'CC'.
The immediate impact on Uniti has been to introduce some
uncertainty regarding Uniti's ability to access the debt and equity
markets at reasonable cost, as reflected under Fitch's previous
assumptions.

The higher IDR on Uniti versus Windstream reflects Fitch's belief
that Uniti's operating cash flows are more stable than the
operating cash flows at Windstream as well as the improved revenue
diversification Uniti has attained through acquisitions of
communications infrastructure since the spin-off from Windstream in
2015. Although diversification has improved,  customer
concentration remains high and constrains the IDR. Uniti also has
weaker contingent liquidity relative to traditional REITs.

KEY RATING DRIVERS

Capital Market Uncertainty Higher: Fitch believes the adverse
decision against Windstream introduces some uncertainty regarding
Uniti's ability to access the debt and equity markets at reasonable
cost, as reflected under previous assumptions. The company has time
to address its nearest maturity, the revolving credit facilty
(RCF), which is due in April 2020. Uniti has alternatives should it
prove necessary to improve liquidity, including the capability to
raise equity via its "at the market" (ATM) program, to potentially
raise capital from private investors and to manage cash outflows as
management has indicated its common dividend is about twice
REIT-required distributions.

Slight Rise In Leverage: Acquisitions increased Uniti Group Inc.'s
gross leverage slightly after the spinoff from Windstream Holdings,
Inc. (Windstream Holdings) in 2015. For 2019, Fitch expects gross
leverage to approximate 6.0x when giving 50% equity treatment for
preferred stock. For acquisitions completed or expected to be
completed, leverage incorporates EBITDA only from the date of
acquisition. Fitch expects Uniti to finance future transactions so
gross leverage will remain relatively stable and should remain in
the high-5x range to approximately 6x over the longer term.

Acquisitions: In 2018 and early 2019 Uniti had several transactions
completed or pending. In the leasing business, Uniti entered into
leasing transactions that are expected to generate approximately
$21 million of revenue and $19 million of EBITDA on an annualized
basis. Outlays for the larger transactions — U.S. TelePacific
Holdings Corp. (TPx) and CableSouth — were disclosed, totaling
approximately $126 million. A transaction with Macquarie
Infrastructure Partners in early 2019 is expected to lead to
initial annualized rent of $20.3 million. In the fiber business,
Uniti acquired Information Transport Solutions, Inc. (ITS) for $54
million, at a multiple of 7.7x. Annual synergies of $2.6 million
are expected by 2022.

Very Stable Cash Flow: Fitch expects Uniti's cash flows to be very
stable, owing to the fixed nature of long-term lease payments from
Windstream Holdings, Inc., and subsidiary Windstream, and the
contractual nature of revenue streams in Uniti's Fiber and Tower
businesses. The master lease with Windstream Holdings currently
produces slightly more than $650 million in cash revenue annually.
As highlighted by the MIP and TPx sale-leaseback transactions,
Fitch believes similar master lease-based transactions are
possible, as are acquisitions of communications infrastructure.

Tenant Concentration: The Windstream Holdings master lease provides
approximately 64% of Uniti's revenue, pro forma for 2017 and 2018
acquisitions. At the time of the spinoff, nearly all revenue was
from Windstream Holdings. In Fitch's view, the improved
diversification is a positive for the company's credit profile, and
combined with a revised view on the strength of the master lease
and its necessity to Windstream's continued operations, Uniti's IDR
could be higher than Windstream's IDR. Major customer verticals
outside of Windstream consist of the large wireless carriers,
national cable operators, government agencies and education.

Fitch estimates Windstream's rent coverage (EBITDAR less
capex/rents) was in the 1.6x to 1.7x range in 2018. A stress
scenario where Windstream's EBITDAR declined more than 15% relative
to estimated 2018 levels would still cover rents by more than 1.2x.


U.S. bankruptcy courts have repeatedly upheld the unitary,
indivisible nature of well-structured master leases. Additionally,
Uniti's master lease is important to Windstream's operations. These
two factors provide a material degree of protection against a
Windstream initiated rejection of the master lease in a Windstream
bankruptcy scenario, thereby protecting Uniti's cash flows in
connection with the master lease. In Fitch's view, there is a
greater risk that the level of rent could be renegotiated to a
lower level on a mutually economic basis than the lease
unilaterally being rejected by Windstream.

Leased Assets Importance to Windstream: Uniti's master lease is
with Windstream Holdings, which is subordinate to Windstream
Services. However, Fitch believes Uniti's assets are essential to
Windstream Services' operations and are a priority payment, as a
default on the lease could cause Windstream Holdings to lose
control of the leased assets. Fitch also believes in a bankruptcy
scenario Windstream Holdings is very unlikely to reject the master
lease, owing to its indivisible nature, and lenders are likely to
consent to the lease payment to preserve the value of the assets.

Geographic Diversification: The company's geographic
diversification is solid, given Windstream Holdings' geographically
diverse operations and the expanded footprint provided by
acquisitions since the spinoff.

DERIVATION SUMMARY

As the only fiber-based telecommunications REIT, Uniti currently
has no direct peers. Uniti is a telecom REIT that was formed
through the spin-off of a significant portion of Windstream
Services, LLC's fiber optic and copper assets. Windstream retained
the electronics necessary to continue as a telecommunications
services provider. Fitch believes Uniti's operations are
geographically diverse, spread across more than 30 states, and the
assets under the master lease with Windstream Holdings provide
adequate scale.

Other close comparable telecommunications REITs are tower companies
including American Tower (BBB/Stable), Crown Castle (BBB/Stable)
and SBA Communications (not rated). The tower companies lease space
on towers and ground space to wireless carriers and are a key part
of the wireless industry infrastructure. However, the primary
difference is that the tower companies operate on a shared
infrastructure basis (multiple tenants) whereas a substantial
portion of Uniti's revenues are derived on an exclusive basis under
sale-leaseback transactions. Uniti's leverage is higher than
American Tower or Crown Castle but lower than SBA.

In the Uniti Fiber segment, the most direct comparable company
would be Zayo Group Holdings (not rated), a company that operates
with moderately lower leverage than Uniti. While expanding
primarily through acquisitions, Uniti Fiber has relatively small
scale. The business models of Uniti Fiber and Zayo are unlike the
wireline business of communications services providers such as AT&T
(A-/Stable), Verizon (A-/Stable) or CenturyLink (BB/Stable). Uniti
Fiber and Zayo are providers of infrastructure, which may be used
by communications service providers to provide retail services
(wireless, voice, data, internet). Increasingly, Crown Castle is
becoming a larger participant in the fiber infrastructure business
through a series of acquisitions. The large communications services
providers do self-provision, and may use a fiber infrastructure
provider to augment their networks.

Communications services providers may sell dark fiber and
connectivity services on a wholesale basis, but Fitch believes they
have more of a focus on selling retail services to consumers and
businesses, as well as solutions to business customers.

Uniti's fiber acquisitions since the spin-off are a key credit
consideration as they have reduced the concentration of revenues
and EBITDA from the Windstream Holdings master lease. While
Windstream's EBITDAR coverage of the master lease payment remains
strong, in a stress situation where the potential exists for a
renegotiation and reduction in terms (in return for certain
economic offsets by Windstream), the other sources of EBITDA
provide protection to Uniti. Customers in the fiber business
include wireless carriers, enterprises, and governments.

Fitch believes aspects of Uniti's credit profile are similar to
cases in the gaming industry where there are single tenant or
concentrated leases between operating companies (OpCos) and their
respective REITs (PropCos). Both Uniti and gaming REITs benefit
from triple net leases. Fitch believes that the PropCos are better
positioned as rents may continue uninterrupted through the tenant's
bankruptcy because such rents are an operating expense and unlikely
to be rejected to the master lease structure.

KEY ASSUMPTIONS

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

  -- Fitch estimates Uniti's revenue grew approximately 10% to 11%
in 2018 primarily due to acquisitions, and will grow at mid-to-high
single digits in 2019-2021.

  -- Fitch expects EBITDA margins to decline in 2019 and thereafter
to the high 70% range from nearly 82% in 2017 due to acquisitions
of operating businesses and the low initial margins in the tower
business (these margins improve as tenants are added).

  -- Fitch has assumed Uniti will continue to be acquisitive and
that it will fund transactions with a mix of debt and equity that
can maintain relatively stable credit metrics. No large
acquisitions have been included in the forecast.

  -- Uniti will target long-term net leverage in the mid-5x range
to 6x range; Fitch expects gross leverage to be in the high-5x
range to 6x longer term. Leverage is anticipated to come down
modestly as dark fiber and small cell projects are completed and
the contracted revenues come on-line.

  -- Fitch expects net success-based capital spending just over
$200 million in 2019. This is similar to levels under company
guidance for 2018 and is in line with Uniti's 2018 net
success-based capex guidance on spending for Uniti Fiber and Uniti
Towers. Additional asset acquisitions in 2018 were accounted for as
capex, including the $95 million TPx fiber network acquisition, the
$31 million CableSouth acquisition and an undisclosed amount for
the CenturyLink fiber acquisition.

  -- Fitch assumes that Uniti's current rating could tolerate a
moderate rent reduction with respect to the master lease with
Windstream.

RATING SENSITIVITIES

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

  - The Negative Outlook could be revised to Stable if there is
clarity on Windstream's capital structure and master lease such
that Uniti will not be materially impacted.

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

  - Prolonged, uncertain access to the capital markets.

  - Gross debt leverage is expected to be sustained at higher than
6.5x, FFO adjusted leverage is sustained above 7.0x and/or FFO
charge coverage is2.2x or lower.

  - Fitch has assumed the company will issue equity in 2019
(similar to past policies), as well as sell its Latin American
tower business, to partially fund completed and expected
acquisitions. Material delays in concluding these transactions
could lead to a negative action.

  - In addition, if Windstream's rent coverage (EBITDAR -
capex)/rents approaches 1.2x, a negative rating action could occur
but Fitch will also take into account Uniti's level of revenue and
EBITDA diversification at that time.

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Uniti's RCF, due 2020, which had $210 million
available on Sept. 30, 2018, provides sufficient backstop for
liquidity needs. Fitch expects Uniti will restore revolver
availability following transactions by terming out borrowings over
time through more permanent means of equity and debt funding. The
company had $118 million in cash at Sept. 30, 2018. Subsequent to
the end of the 3rd quarter Uniti used $31 million in funds to close
the CableSouth Media, LLC acquisition and $54 million for the
Information Transport Solutions, Inc. (ITS) transaction. Working
capital needs are quite low as the largest business segment,
Leasing, works on a triple net lease basis, although working
capital needs have increased slightly as the company has acquired
operating businesses that have higher annual operating expenses
than the REIT and higher capital spending levels. The primary uses
of liquidity will be to support the timing of the receipt of cash
and the REIT-required level of distributions.

Capital Spending: In 2018, net capex is expected to be just over
$200 million, including integration capex, in comparison to net
capex of $135 million in 2017 (net capex consists of gross capex
less up-front payments from customers); gross capex in 2017 was
$166 million. The 2018 acquisitions of TPx, CableSouth and the
CenturyLink transaction are expected to be recorded in gross
capital spending, thus Fitch estimates gross capex in 2018 was $391
million ($297 million was spent through the first nine months).

Covenants: The principal financial covenants in the company's
credit agreement require Uniti to maintain a consolidated secured
leverage ratio of 5.0x. The company can also obtain incremental
term loan borrowings or increased commitments in an unlimited
amount as long as on a pro forma basis the consolidated secured
leverage ratio does not exceed 4x.

Maturities: Uniti's maturity profile is solid as, other than the
RCF, which matures in late April 2020, there are no major
maturities until 2022 when the $2.1 billion term loan matures.

Capital Market Activities: To fund its acquisition activities Uniti
has supplemented debt offerings with equity to maintain a
relatively balanced capital structure. In April 2017, the company
raised approximately $499 million in net proceeds from a common
stock issuance with the proceeds used to fund a portion of the cash
consideration of the Southern Light and Hunt acquisitions.

Uniti has an at-the-market (ATM) common stock offering program that
allows for the issuance of up to $250 million of common equity to
keep the capital structure in balance when funding capex in the
tower or fiber operating businesses as well as to finance small
transactions. Through Sept. 30, 2018, the company had issued
approximately $65 million under the ATM program in 2018.

In May 2017, an umbrella partnership REIT (UPREIT) structure was
implemented, which will enable the company to acquire properties
through the issuance of limited partnership interests in its
operating partnership in an efficient manner. The acquisitions of
Southern Light and Hunt, which closed on July 3, 2017, were partly
funded by the issuance of operating partnership units REIT-required
distributions limit Uniti's ability to generate significant amounts
of FCF. Capital intensity varies by business unit: in the leasing
business, capital intensity is virtually non-existent as capex is
the responsibility of the tenant. In the Fiber and Tower segments
capital intensity is high as the company is in the process of
completing projects in the Fiber segment and has an ongoing build
program in the tower business. In 2018, net success-based capex in
Uniti Fiber is expected to range from $120 million to $140 million
(excluding $12 million and $5 million of integration and
maintenance capex, respectively), and net success-based capex in
Uniti Towers is expected to range from $65 million to $70 million.


UNITI GROUP: S&P Cuts ICR to 'CCC-', Outlook Negative
-----------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
telecommunications provider Windstream Holdings Inc. to 'CCC-' from
'CCC+' based on heightened risk of default following the court
ruling that it breached its sale and leaseback covenant under the
indenture governing its 6.375% senior notes due 2023.

Since S&P views the credit quality of U.S. telecom REIT Uniti Group
Inc. as tethered to that of Windstream (its principal leasing
tenant), it also lowered the issuer credit rating on Uniti to
'CCC-' from 'CCC+'. At the same time, S&P lowered the issue-level
rating on the company's senior secured debt to 'CCC' from 'B-' and
the issue-level rating on the unsecured debt to 'C' from 'CCC-'.

The lower rating follows the downgrade of Uniti's principal leasing
tenant, Windstream, following a Feb. 15, 2019, court ruling that
Windstream breached its sale and leaseback covenant under the
indenture governing its 6.375% senior notes due 2023 when it spun
off a portion of its fiber and copper plant and formed Uniti in
2015.

"As a result of the covenant breach, Windstream owes a noteholder a
minimum of $310 million (excluding additional interest) and faces
heightened default and refinancing risks, in our view," S&P said.
In a potential bankruptcy of Windstream, the master lease agreement
with Uniti would be subject to rejection or acceptance, the latter
of which could also come with a renegotiation of terms that could
negatively impact Uniti's revenues and cash flow in our view."
Further,in the event of a Windstream bankruptcy, S&P said it
believes that the court ruling could spur claims from Windstream
creditors against Uniti's assets based on the covenant breach and
validity of the sale and leaseback transaction in 2015, which could
ultimately hurt recovery prospects for Uniti lenders. Still, S&P's
ratings do not incorporate the prospect of claims on Uniti's assets
from outside of its current creditor base.

The negative rating outlook reflects the tight linkage of Uniti's
credit profile to that of Windstream, which faces heightened risk
of default because of a potential acceleration of its debt,
according to S&P.

"We could downgrade Uniti if we believe a default or restructuring
is imminent. However, we would not necessarily lower the rating on
Uniti if Windstream engages in restructuring or files for
bankruptcy," S&P said. This will depend on whether the master lease
agreement is accepted at favorable terms and Uniti's assets remain
independent in a potential Windstream bankruptcy, according to
S&P.

S&P said it could revise the outlook to stable if it revises the
outlook on Windstream because of a reduced risk of default. It
could raise the rating on Uniti if it upgraded Windstream due to a
favorable settlement or ruling on a potential appeal. Additionally,
regardless of a potential Windstream bankruptcy, S&P could raise
the rating on Uniti if it becomes convinced that the master lease
agreement will remain intact and Uniti will not be pulled into a
bankruptcy proceeding. Over the longer term, S&P could also raise
the rating if the company diversifies and improves the quality of
its tenant and asset bases through acquisitions that support an
improved view of the overall business profile, without a
corresponding increase in leverage.


USA COMPRESSION: Fitch Rates New Unsec. Notes Due 2027 'BB-/RR4'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR4' rating to USA Compression
Partners, LP's (USAC) proposed offering of senior unsecured notes
due 2027. The notes are being co-issued with USA Compression
Finance Corp. Proceeds from the offering are expected to be used to
repay revolver borrowings.

USAC's ratings are reflective of the company's size, scale,
customer and geographic diversity, and expected cash flow
stability. USAC's operations are supported by primarily fixed-fee,
take-or-pay contracts with little direct volumetric and commodity
price-based risks and high utilization averages, positioning USAC
well to execute in the short-term. The ratings recognize that in
addition to relatively high leverage, following last year's
acquisition of CDM Resource Management LLC and CDM Environmental &
Technical Services LLC (collectively CDM), USAC is exposed to
relatively short average contract length, a high degree of
competition in the compression services market and the threat of
disintermediation of its services by upstream or other midstream
operators.

KEY RATING DRIVERS

Increased Size and Scale: The acquisition of CDM in 2018 has helped
USAC almost double its horsepower (HP) and provides complementary
geographic and customer diversity with limited overlap. USAC should
be able to compete more economically and effectively with greater
scale. CDM has a similar focus on larger HP application of newer
vintage and a similar focus on customer service. CDM's unutilized
horsepower should provide USAC some opportunity to more efficiently
deploy idle assets with minimal capital investment into a market
where compression capacity is needed.

Relatively Stable Cash Flows: USAC's contracts are 100% fixed-fee,
take-or-pay contracts with no volumetric or commodity price-based
revenue. USAC has a strong 10-year track record of horsepower
utilization, for the year ended Dec. 31, 2018, utilization averaged
88%. Fitch believes that USAC's focus on larger horsepower,
midstream focused compression applications like regional gathering,
gas processing plant compression and central gathering with unit
specific contracts (over 2,700) provides it some competitive
advantages and high barriers to exit for some customers, making
USAC's services hard or costly to replace. Average contract length
is relatively short, but USAC has a good history with customer
renewal and with long-term relationships with many of their
customers. Fitch believes these factors should contribute to
relatively stable earnings and cash flow for USAC in the near to
intermediate term.

High Leverage: Fitch believes that initial leverage at USAC,
following the CDM acquisition, to be high. USAC ended 2018 with
leverage (total debt inclusive of 50% debt treatment to its
preferred equity divided by company reported adjusted EBITDA) of
over 6.0x. Fitch anticipates 2019 leverage to moderate slightly
between 5.2x to 5.5x, given the same debt adjustments for preferred
equity, on a sustained basis, which is relatively high for a
midstream master limited partnership, particularly in a fragmented
market such as gas compression services with significant
competition. Somewhat offsetting leverage concerns is that
distribution coverage for 2018 was strong with USAC ending the year
at 1.25x and is expected to remain strong over the next several
years.

Highly Competitive Market: With producers expected to be very much
focused on returns going forward Fitch expects the already
competitive compression services market to be increasingly so.
Fitch expects high competition throughout the midstream value
chain, which could pressure profitability at service providers like
USAC. Fitch notes, however, that USAC does not focus on gas field
compression, which tends to be smaller compression -- most
competitive area of the compression services subsector given its
low barriers of entry. USAC's focus on large horsepower generally
provides longer term contracts and high barriers of exit.
Compression is generally "must run" type assets critical to the
transportation of natural gas and large, higher horsepower
compression once in place is costly to replicate or replace. Larger
compression units require longer lead times to be acquired from
engine manufacturers, providing a slightly higher barrier to of
entry.

Favorable Geographic Diversity: USAC operates across the U.S. in
various shale plays, including the Marcellus, Eagle Ford, Utica,
Mississippi Lime, Granite Wash, Woodford, Barnett, Permian Basin,
Haynesville and Fayetteville shales. With recent developments in
horizontal drilling and hydraulic fracturing, the demand for
compression has been growing. Due to the limited supply and the
growing need for compression, management believes, as a larger
entity with large horsepower to offer customers, it can grow
significantly if supported by production growth. While not directly
exposed to commodity prices, USAC's performance is positively
correlated with production growth, and Fitch continues to expect
U.S. production growth in the near to intermediate term.

Sponsor Relationship: USAC's ratings are largely reflective of its
stand-alone credit profile with no express linkage to its ultimate
sponsor and general partner Energy Transfer LP (ET; BB/Rating Watch
Positive). USAC's ratings do consider its relationship with ET as
being generally favorable. ET, through its subsidiary Energy
Transfer Operating, L.P. (ETO; BBB-/Stable), owns a significant
amount of USAC's outstanding limited partnership units and is
expected at some point in the future to potentially exit some of
its position in USAC. Fitch notes that ET/ETO has generally been a
supportive sponsor and general partner to other operating
partnerships, particularly in providing an option for financing or
a potential lever for retaining near-term cash through distribution
waivers provided by its sponsor or affiliate partnerships.

DERIVATION SUMMARY

USAC's ratings are reflective of its high expected leverage,
relative to other midstream-focused service providers. USAC cash
flow is expected to be stable, supported by fixed-fee based
contracts, with a fairly diverse set of counterparties. USAC's
contract tenor is relatively short compared with other midstream
peers, with roughly 47% of revenue tied to compression services
provided on a month-to-month basis to customers continuing to
utilize USAC's services following expiration of the primary term of
their contracts. Fitch notes that USAC has a good history of
customer retention and has long-term relationships with all its
largest customers. Nevertheless, the shorter tenor contracts
compare less favorably with more highly rated natural gas pipeline
and other midstream services names, but should provide cash flow
stability in the near term. Leverage at USAC is high relative
'BB'-rated affiliate partnership Sunoco, LP, which is expected to
have 2019 leverage in the 4.5x to 5.0x range. Coverage metrics are
adequate with FFO interest coverage between 3.0x -3.3x for
2018-2020 in line with 'BB'-rated Amerigas Partners, LP, which had
FFO Interest coverage of roughly 3.4x as of its fiscal year-end
2018.

KEY ASSUMPTIONS

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

  - Growth spending at USAC of between $250 million to $320 million
annually during 2018-2020 with any funding needs financed on the
revolving credit facility. Maintenance capital between $35 million
and $45 million annually;

  - Distribution growth consistent with management guidance.

RATING SENSITIVITIES

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

  - Leverage (total debt to EBITDA), on a sustained basis expected
below 5.0x, inclusive of preferred equity receiving 50% debt
treatment.

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

  - Leverage (total debt to EBITDA), above 5.5x in 2019 and beyond
on a sustained basis, inclusive of preferred equity receiving 50%
debt treatment;

  - Distribution coverage below 1.0x on a sustained basis.

LIQUIDITY

Adequate Liquidity: Fitch considers USAC's liquidity to be adequate
and remain so over the near to intermediate term. USAC currently
has a $1.6 billion revolving credit facility that matures in April
2023. USAC has the option to increase the amount of total
commitments under the revolving credit facility by $400 million,
subject to receipt of lender commitments and satisfaction of other
conditions. As of Dec. 31, 2018, USAC had outstanding borrowings of
$1.1 billion with a leverage ratio of 4.33x, borrowing base
availability (based on USAC's borrowing base) and available
borrowing capacity of $550.5 million. Financial covenants permit a
maximum leverage ratio of 5.75x to 1.00x as of the end of the
fiscal quarter ending March 31, 2019, 5.50x through Dec. 31, 2019,
and 5.00x thereafter. USAC was in compliance with its covenants as
of Dec. 31, 2018 and Fitch expects continued compliance. Proceeds
from this offering are expected to go toward repaying revolver
borrowings, which will free up available capacity.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:
USA Compression Partners, LP (Co-issuing with USA Compression
Finance Corp.)

  - Senior Unsecured Notes due 2027: 'BB-'/'RR4'.


USA COMPRESSION: Moody's Rates New $500MM Unsec. Notes Due 2027 B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to USA Compression
Partners, LP's (USAC) proposed offering of $500 million senior
unsecured notes due 2027. The B1 Corporate Family Rating (CFR), the
B1-PD Probability of Default Rating (PDR) and stable outlook are
not affected by this action. The notes will be fully and
unconditionally guaranteed by USAC's material domestic subsidiaries
and are co-issued by USA Compression Finance Corp.

Proceeds of the proposed offering will be used to repay borrowings
outstanding under the company's revolving credit facility.

"With 2018's acquisition of Energy Transfer's CDM compression
business, USAC has firmly consolidated its position among the
largest third party providers of domestic natural gas compression
services, doubling its market share by Moody's estimates to about
30% while considerably expanding its reach across multiple
producing basins," commented Andrew Brooks, Moody's Vice President.
"Contractual revenues are fee-based, insulating cash flow from
commodity price volatility; however, the CDM acquisition added
additional debt to USAC's capital structure, challenging the
company to grow its way into lower debt leverage."

Assignments:

Issuer: USA Compression Partners, LP

  - Gtd. Senior Unsecured Notes, Assigned B3 (LGD5)

RATINGS RATIONALE

USAC's B1 CFR reflects the large scale of its compression fleet
totaling 3.6 million horsepower (HP) at year-end 2018, geographic
and customer diversity, and strong and stable gross margins that
routinely exceed 60%, offset by high but improving debt leverage.
While the company incurred a substantial jump in debt levels in
conjunction with the CDM acquisition, debt leverage adjusted for
the partial year results generated by CDM has moderated to under
4.5x. The company is exposed to natural gas production volumes,
which have been exhibiting strong growth. USAC's compression fleet
is advantageously comprised of high HP units (exceeding 1,000 HP).
Capacity utilization has been typically well into the 90% area, for
the most part irrespective of underlying natural gas prices. A
fee-based contractual revenue stream has produced stable gross
margins that exceed 60%. The combination of USAC with CDM was
complimentary from a geographic coverage basis giving USAC expanded
and diverse coverage across all key domestic natural gas producing
basins, with little customer overlap. Customer retention has proven
to be sticky given high switching costs, providing something of a
soft barrier to entry assuming high service standards are
maintained, which appears to be the principal differentiator among
competitors.

The proposed $500 million senior notes are unsecured and guaranteed
by substantially all of USAC's domestic subsidiaries. The notes are
rated B3, or two notches below the B1 CFR, reflective of their
junior position relative to the priority claim of its expected $1.6
billion senior secured ABL revolving credit facility.

USAC provides compression services to exploration and production
companies as well as midstream energy and utility companies,
capitalizing on growing US natural gas production and demand.
Compression services is vital infrastructure that facilitates the
movement of natural gas among regions. Not only is natural gas
production itself growing, but compression needs are also growing
as the industry increasingly exploits shale gas production which,
because of its lower wellhead pressure, requires multiples of
compression HP as compared to conventional sources of production.

USAC's SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity into 2020, principally supported by USAC's access to its
$1.6 billion ABL revolving credit facility. At December 31, $1.1
billion was outstanding under the facility with $550.5 million
availability remaining subject to financial covenant compliance.
The borrowing base consists of eligible accounts receivable,
inventory and compression units. The ABL credit facility has an
April 2023 scheduled maturity date. Alternate sources of liquidity
are limited with the company's assets pledged as collateral to the
revolver. With the partnership paying out the preponderance of its
distributable cash flow to equity unitholders, any deleveraging
that is achieved will be a function of EBITDA growth versus
absolute debt reduction. Moody's expects USAC to continue its high
payout ratio, with 2018's distributable cash flow covering
distributions around 1.25x.

The stable outlook reflects Moody's expectation that gross margins
will remain above 60% and leverage will not materially exceed 5x.
The ratings could be considered for an upgrade presuming a
successful integration of CDM, which appears to be the case, and
with leverage falling below 4.5x. Should USAC's debt leverage
approach 5.5x or distribution coverage fall below 1x, the ratings
could be downgraded.

USA Compression Partners, LP is a publicly traded partnership
providing compression services to the domestic natural gas
industry, headquartered in Austin, Texas.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


VANGUARD NATURAL: Receives Noncompliance Notice from OTC Markets
----------------------------------------------------------------
Vanguard Natural Resources, Inc., received a notice from the OTC
Markets Group Inc., dated Feb. 15, 2019, notifying the Company that
its common stock, ticker: "VNRR", no longer met the standards for
continued qualification for the OTCQX U.S. tier per the OTCQX Rules
for U.S. Companies section 3.2.b.2, which states, in essence, that
the Common Stock must have a market capitalization (in accordance
with the OTCQX rules) of at least $5 million for at least one of
every thirty consecutive calendar days.  In light of the foregoing,
the Company has a cure period until Aug. 14, 2019, to regain
compliance therewith by maintaining a market capitalization of $5
million for ten consecutive trading days during such cure period.
If the Company is unable to cure the deficiency within such time
period, the Company will have the option to move the Common Stock
from the OTCQX tier of the OTC Markets to the OTCQB tier of the OTC
Markets or to the OTC Pink.

                     About Vanguard Natural

Vanguard Natural Resources, Inc. -- http://www.vnrenergy.com-- is
an independent exploration and production company focused on the
production and development of oil and natural gas properties in the
United States.  Vanguard's assets consist primarily of producing
and non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Piceance Basin in Colorado, the Permian
Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma,
the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn
Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and
North Texas, the Wind River Basin in Wyoming and the Powder River
Basin in Wyoming.  More information on Vanguard can be found at
www.vnrenergy.com.

"At September 30, 2018, we were in compliance with all of our debt
covenants.  Given, in part, the current environment for commodity
prices and basis differentials, we updated our internal projections
to take such updates into account, and, as a result of these
updated projections, we now expect that we may not be in compliance
with our ratio of consolidated first lien debt to EBITDA covenant
as defined within the Second Amendment to the Successor Credit
Facility in certain future periods, beginning with the December
2018 reporting period.  In light of these updates, we have taken a
number of steps to mitigate a potential default, including (i)
discussions with certain banks in our Successor Credit Facility to
amend our ratio of consolidated first lien debt to EBITDA covenant,
(ii) continue to pursue efforts to divest certain oil and natural
gas properties to use proceeds to reduce first lien leverage and
(iii) investigating refinancing alternatives.  To the extent we
breach the consolidated first lien debt to EBITDA covenant as
defined within the Second Amendment to the Successor Credit
Facility, we would be in default and the lenders would be able to
accelerate the maturity of that indebtedness (which could result in
an acceleration of our Senior Notes due 2024) and exercise other
rights and remedies, all of which could adversely affect our
operations and our ability to satisfy our obligations as they come
due.  These conditions raise substantial doubt about our ability to
continue as a going concern within one year after the date that
these financial statements are issued.  While no assurances can be
made that we will be able to consummate such mitigation plans, we
believe the combination of the long-term global outlook for
commodity prices and our mitigation efforts will be viewed
positively by our lenders," the Company stated in its Quarterly
Report for the period ended
Sept. 30, 2018.

On Dec. 6, 2018, Vanguard Natural entered into the Third Amendment
to the Fourth Amended and Restated Credit Agreement, dated as of
Aug. 1, 2017, among the Company, Vanguard Natural Gas, LLC,
Citibank N.A., as Administrative Agent and the lenders.  The Third
Amendment makes certain modifications to the Credit Agreement to
allow the Company additional flexibility to pursue and consummate
sales of certain of its oil and natural gas properties.

As of Sept. 30, 2018, Vanguard Natural had $1.50 billion in total
assets, $1.23 billion in total liabilities, and $274.3 million in
total stockholders' equity attributable to common stockholders.


WEATHERFORD INTERNATIONAL: Will Hold its Annual Meeting on June 25
------------------------------------------------------------------
Weatherford International plc will hold its 2019 annual meeting of
shareholders on June 25, 2019.  Because the date of the 2019 Annual
Meeting is more than 30 days from the anniversary date of
Weatherford's 2018 annual meeting of shareholders, Weatherford is
providing the deadline for the submission of any qualified
shareholder proposal or qualified shareholder nominations under the
rules of the Securities and Exchange Commission in this Form 8-K.
In accordance with Weatherford's Articles of Association, any
shareholder proposal or nomination intended to be considered for
inclusion in Weatherford's proxy materials for the 2019 Annual
Meeting, including any notice on Schedule 14N, must be received by
Weatherford at its principal executive offices at Weststrasse 1,
6340 Baar, Switzerland by no later than March 1, 2019, and directed
to the corporate secretary.  Shareholder proposals intended to be
considered for inclusion in Weatherford's proxy materials for the
2019 Annual Meeting must comply with the requirements,
Weatherford's Articles of Association and all applicable rules and
regulations promulgated by the SEC under the Securities Exchange
Act of 1934.

Shareholders who intend to submit a proposal regarding a director
nomination or other matter of business at the 2019 Annual Meeting,
and who do not desire to have those proposals included in
Weatherford's proxy materials for the 2019 Annual Meeting, must
ensure that notice of any such proposal (including certain
additional information specified in Weatherford's Articles of
Association) is received by the corporate secretary at
Weatherford's principal executive offices on or before the close of
business on March 1, 2019.

                          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.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion 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.

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.


WEB.COM GROUP: $3.5-Bil. Bank Debt Trades at 3% Off
---------------------------------------------------
Participations in a syndicated loan under which Web.com Group is a
borrower traded in the secondary market at 97.50
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.00 percentage points from
the previous week. Web.com Group pays 375 basis points above LIBOR
to borrow under the $1.095 billion facility. The bank loan matures
on October 11, 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 15.


Y&M RENTAL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Y&M Rental Property Management, LLC
        2521 Fiesta Way
        Ceres, CA 95307

Business Description: Y&M Rental Property Management, LLC is a
                      privately held real estate company in
                      Ceres, California.

Chapter 11 Petition Date: February 21, 2019

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Case No.: 19-90151

Judge: Hon. Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  DAVID C. JOHNSTON
                  1600 G Street, Suite 102
                  Modesto, CA 95354
                  Tel: 209-579-1150

Estimated Assets: $1 million to $10 million

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

The petition was signed by Yajaira Vaca, managing member.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

         http://bankrupt.com/misc/caeb19-90151.pdf


YORK RISK: $555MM Bank Debt Trades at 6% Off
--------------------------------------------
Participations in a syndicated loan under which York Risk Services
Holding is a borrower traded in the secondary market at 94.33
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.71 percentage points from
the previous week. York Risk pays 375 basis points above LIBOR to
borrow under the $555 million facility. The bank loan matures on
October 1, 2021. Moody's rates the loan 'B3' 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 15.


YORK RISK: $60MM Bank Debt Trades at 6% Off
-------------------------------------------
Participations in a syndicated loan under which York Risk Services
Holding is a borrower traded in the secondary market at 94.33
cents-on-the-dollar during the week ended Friday, February 15,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.71 percentage points from
the previous week. York Risk pays 375 basis points above LIBOR to
borrow under the $60 million facility. The bank loan matures on
October 1, 2021. Moody's rates the loan 'B3' 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 15.


                            *********

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.

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