/raid1/www/Hosts/bankrupt/TCR_Public/190301.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 1, 2019, Vol. 23, No. 59

                            Headlines

73 EMPIRE DEVELOPMENT: Seeks to Hire Backenroth Frankel as Counsel
ACCURIDE CORP: Moody's Cuts CFR to 'Caa1', Outlook Negative
ACHAOGEN INC: Armistice Capital Has 4.9% Stake as of Feb. 15
AIR LEASE: Fitch to Give 'BB+(EXP)' Rating to New Preferred Shares
ALAMO GRADING: Unsecured Creditors to Get 100% Over 4 Yrs at 3%

ALL AMERICAN OIL: Exclusive Filing Period Extended Until June 10
ALLISON TRANSPORTATION: Seeks Authority to Use Cash Collateral
ARADIGM CORPORATION: Seeks to Hire Jeffer Mangels as Legal Counsel
ATIF INC: Creditor Trustee Taps Diamond McCarthy as Special Counsel
BARRACUDA NETWORKS: Fitch Affirms B IDR & Hikes 1st Lien Debt to BB

BHAGS LLC: Voluntary Chapter 11 Case Summary
BOCA HEALTH: Has Interim Approval to Use Cash Collateral
CALIFORNIA PALMS: Case Summary & 8 Unsecured Creditors
CALIFORNIA RESOURCES: Reports Net Income of $328 Million for 2018
CARIBBEAN REAL: To Pay Secured Creditor Monthly Under Plan

CELLECTAR BIOSCIENCES: Incurs $15.5 Million Net Loss in 2018
CHESAPEAKE ENERGY: Posts $877 Million Net Income in 2018
CITGO PETROLEUM: Fitch Puts 'B' LT IDR on Ratings Watch Negative
CLEARWATER PAPER: S&P Lowers ICR to BB-, Outlook Stable
CLEARWATER TRANSPORTATION: Seeks Authority to Use Cash Collateral

COLONIAL OAKS: April 3 Hearing on Disclosure Statement
COMMUNITY HEALTH: Subsidiary Proposes to Offer Secured Notes
CONCISE INC: Seeks to Hire Renner and Company as Accountant
COWEN INC: Egan-Jones Withdraw BB+ Senior Unsec. Debt Ratings
CYTORI THERAPEUTICS: Has Until Aug. 26 to Regain Nasdaq Compliance

DECOR HOLDINGS: Olshan Frome Represents Valdese, 2 Others
DEEP END: Seeks to Hire Rountree Leitman as Legal Counsel
DELICIAS DE MINAS: Seeks to Hire Wasserman as Substitute Counsel
DESERT LAND: Exclusive Plan Filing Period Extended Until March 1
DIPLOMAT PHARMACY: Moody's Lowers CFR to 'B2', Outlook Negative

DITECH HOLDING:  Seeks to Hire PwC as Tax Consultant
DJ HOLDINGS: Voluntary Chapter 11 Case Summary
DRAGON HOPS: Seeks to Hire Culbert & Schmitt as Counsel
DWS CLOTHING: Seeks to Hire Altmann & Associates as Accountant
FIRST QUANTUM: S&P Alters Outlook to Negative, Affirms 'B' Rating

FREEPORT-MCMORAN INC: Fitch Alters Outlook on BB+ IDR to Stable
FREEPORT-MCMORAN INC: Moody's Hikes CFR & Sr. Unsec. Rating to Ba1
FULLBEAUTY BRANDS: May Use Cash Collateral on Interim Basis
GATEWAY WIRELESS: Exclusive Plan Filing Period Extended to May 13
GLOBAL HEALTHCARE: Joshua Mandell Resigns as Director

GREEN NATION: Trustee Seeks to Hire Levene Neale as Legal Counsel
GULFVIEW MEDICAL:  Exclusive Filing Period Extended Until March 29
HERITAGE DISPOSAL: Case Summary & 20 Largest Unsecured Creditors
HOLOGIC INC: Moody's Alters Outlook on Ba2 CFR to Positive
HOOK AND BOIL: U.S. Trustee Objects to Plan, Disclosure Statement

HUMPERDINK'S SIX FLAGS: Seeks Authorization on Cash Collateral Use
IDEANOMICS INC: Secures $2.05 Million Investment from ID Venturas
IDEANOMICS: Wu Returning as Chairman; COO Alfred Poor Named CEO
IDL DEVELOPMENT: Taps Argus Management as Investment Banker
INNOVATIVE MATTRESS: Has Stalking Horse Deal With Tempur

JAGUAR HEALTH: Napo Will Study the Effects of Crofelemer in Dogs
JONES ENERGY: Incurs $1.34 Billion Net Loss in 2018
JONES ENERGY: Reports Q4 2018 Net Loss of Net loss $1.2 Billion
KING FARMS: Cash Use Denied for Want of Cash Flow Projections
LAKOTA INC: Seeks to Hire Kidwell Law as Special Litigation Counsel

LIONS GATE: Egan-Jones Lowers Commercial Paper Ratings to B
MACOM TECHNOLOGY: S&P Lowers ICR to 'B-' on Higher Leverage
ME SMITH: Seeks to Hire Van Dam Law as Legal Counsel
MESOBLAST LIMITED: Reports $47.7M Loss for Second Half of 2018
MIDATECH PHARMA: Finalizes Strategic Investment & Licence Pact

MONTGOMERY SERVICES: Hires Steven D. Weiner as Accountant
MOUNT JOY BAPTIST: Seeks to Hire McNamee Hosea as Attorney
NABORS INDUSTRIES: Fitch Corrects Feb. 11 Ratings Release
NASSAU JOHN: Hires Abrams Garfinkel as Real Estate Counsel
NEOVASC INC: Capital World Owns 3% Stake as of Dec. 31

NEOVASC INC: Celebrates 5-Year Anniversary of Tiara Patient
NEOVASC INC: Prices Public Offering of $5 Million Common Shares
NEOVASC INC: Refiles Financials for Quarter Ended Sept. 30, 2018
NEOVASC INC: Settles Litigation with MID for US$3 Million
NEOVASC INC: To Present at Annual SVB Leerink Global Conference

NEW ENGLAND MOTOR: Seeks Access to JP Morgan Chase Cash Collateral
NEW ENGLAND MOTOR: Seeks Authority to Use TD Bank Cash Collateral
NINE WEST: Third Amended Plan Gets Court Approval
ORION HEALTHCORP: Court Confirms 3rd Amended Liquidation Plan
PARAMOUNT RESOURCES: S&P Cuts Long-Term ICR to 'B+', Outlook Neg.

PAYLESS HOLDINGS: Gets Access to $21M in Interim Bankr. Financing
PEARL CITY GARAGE: Feb. 28 Cash Collateral Status Conference Set
PIONEER ENERGY: Provides Operations Update and Revised Guidance
POST PRODUCTION: Unsecured Creditors to Get $20,000 Under Plan
PRAGAT PURSHOTTAM: Rental Income, New Value to Fund Plan

PRINT GROUP: Case Summary & 20 Largest Unsecured Creditors
PROTEROS LLC: Unsecured Creditors To be Paid 100% Without Interest
PUGLIA ENGINEERING: Hires Seyfarth Shaw as Special Counsel
QBS PARENT: Fitch Affirms 'B' Long-Term IDR, Outlook Stable
QUALITY CONSTRUCTION: F&B, Ryan Ours Added as Attorneys

QUINCY ST III: Creditors To be Paid from Property Sale Proceeds
REPUBLIC METALS: Has Interim Cash Collateral Budget for March 2019
RESOLUTE ENERGY: Stockholders Approve Merger with Cimarex Energy
RIVARD COMPANIES: Seeks OK for Continued Use of Cash Collateral
RX PLUS: Seeks Authorization on Cash Collateral Use

SAMUELS JEWELERS: $16M Assets Sale to Wells Fargo Approved
SEMLER SCIENTIFIC: Posts $1.4 Million Net Income in Fourth Quarter
SHEA EDWARDS: Case Summary & 20 Largest Unsecured Creditors
SMM INC: Seeks to Hire Chris Colson as Auctioneer
SOUTHERN MISSISSIPPI: Seeks to Hire Howell CPA as Accountant

SPECIALTY RETAIL: Committee Asserts Plan Outline is Inadequate
SPRING EDUCATION: S&P Affirms 'B-' ICR, Alters Outlook to Neg.
SPYBAR MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
STEPHANIE'S TOO: Seeks Authority to Use AHFCU Cash Collateral
SYNERGY PHARMACEUTICALS: Court Enters Final DIP Financing Order

TERRAFORM GLOBAL: S&P Lowers Sr. Unsecured Debt Rating to 'BB-'
THERMASTEEL INC: Delays Plan Filing to Settle Dispute With Tulip
TRAILSIDE LODGING: Wants to Obtain $100K Loan, Use Cash Collateral
UVLRX THERAPEUTICS: April 4 Plan Confirmation Hearing
VEROBLUE FARMS: April 3 Prelim Hearing on Plan Confirmation

VISION INVESTMENT: Unsecureds Get Annual $2,000 Payment for 5 Years
W/S PACKAGING: Moody's Puts B3 CFR Under Review for Downgrade
WEBSTER PLACE: Exclusive Plan Filing Period Extended Until May 31
WELD NORTH: S&P Affirms 'B-' ICR on Glynlyon Acquisition
WILLOWOOD USA: Case Summary & 20 Largest Unsecured Creditors

WINDSTREAM HOLDINGS: Files for Chapter 11 After Ruling vs. Unit
WINDSTREAM SERVICES: Fitch Cuts IDR to 'D' Amid Bankruptcy Filing
[^] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle

                            *********

73 EMPIRE DEVELOPMENT: Seeks to Hire Backenroth Frankel as Counsel
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73 Empire Development seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to hire Backenroth
Frankel & Krinsky, LLP as its legal counsel.

The firm will advise the Debtor of its powers and duties in the
continued operation of its business and management of its property,
assist in negotiation with its creditors to formulate a plan of
reorganization, and provide other legal services in connection with
its Chapter 11 case.

Backenroth received $25,000 as an initial retainer prior to the
Debtor's bankruptcy filing.

Mark Frankel, Esq., a member of Backenroth, attests that he and his
firm are disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     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

                    About 73 Empire Development

73 Empire Development is a privately held company in Brooklyn, New
York that is engaged in activities related to real estate.  It 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.

73 Empire Development filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22285) on
February 20, 2019. In the  petition signed by David Goldwasser,
authorized signatory of GC Realty Advisors, managing member, the
Debtor estimated $6,100,000 in assets and $2,808,285 in
liabilities. Mark A. Frankel, Esq. at Backenroth Frankel & Krinsky,
LLP, represents the Debtor as counsel.

The case has been assigned to Judge Robert D. Drain.


ACCURIDE CORP: Moody's Cuts CFR to 'Caa1', Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Accuride Corporation's
Corporate Family Rating (CFR) to Caa1 from B3, its Probability of
Default Rating to Caa1-PD from B3-PD and the senior secured first
lien term loan rating to Caa1 from B3. The rating outlook is
negative.

"Accuride's need to dedicate a substantial amount of resources to
turn around Mefro will sustain high leverage and negative free cash
flow in 2019 and drives the downgrade as it weakly positions the
company to manage the expected decline in US commercial Class 8
vehicle production in 2020. " said Inna Bodeck, Moody's lead
analyst for the company. " Accuride managed through the last
downturn in 2016 with the help of a significant equity injection
from Crestview that was used to refinance its then upcoming
maturities and currently benefits from good markets. However, the
company has significantly higher leverage (5.6x debt-to-EBITDA as
of 9/30/18) than at the peak of the last cycle at the end of FYE
2015, when Accuride's leverage was 3.9x."

Moody's took the following rating actions for Accuride
Corporation:

Corporate Family Rating, downgraded to Caa1 from B3

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

$363 million senior secured first lien term loan due 2023,
downgraded to Caa1 (LGD4) from B3 (LGD4)

Outlook actions:

Outlook, changed to Negative from Stable

RATINGS RATIONALE

The Caa1 CFR reflects high leverage at this point of the cycle
(approximately 5.6x LTM 9/30/2018 incorporating Moody's standard
adjustments), expectations for free cash flow deficits because of
the costs associated with restructuring Mefro, and a highly
cyclical business. Accuride also has high customer concentration
and its sponsor follows a relatively aggressive financial policy
given the number of recent partially debt financed acquisitions.
These considerations are partially mitigated by Accuride's good
market position in steel and aluminum wheels in North America, and
the expectation for continued commercial vehicle market growth in
2019. The class 8 truck production in the U.S. is expected by ACT
to experience mid-single digit growth in 2019 while the production
of medium duty trucks will remain at levels similar to 2018.
However, Accuride will face more challenging times in 2020, when
commercial Class 8 truck builds in the US is expected to decline by
approximately 20%.

The negative outlook reflects the likelihood that it will take
several years to effectuate the turnaround at Mefro and that high
leverage and weak liquidity will limit the company's flexibility to
manage the expected 2020 decline in Class 8 truck builds.

The ratings could be downgraded if the company is unable to improve
EBITDA, reduce leverage or make progress toward restoring positive
free cash flow. This could occur due to declining production,
unexpected operational issues, or additional restructuring costs or
challenges turning around the Mefro operations. A deterioration in
liquidity including continued reliance on the revolver, increased
potential for a distressed exchange or other default, or reduction
in debt recovery expectations could also result in a downgrade.

The ratings could be upgraded if the company improves its operating
performance including progress successfully turning around Mefro
and shows disciplined cost management during the downturn next
year. An upgrade would also require positive free cash flow, lower
leverage, and improved liquidity including sustained reduced
reliance on the revolver.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Accuride Corporation ("Accuride"), headquartered in Evansville,
Indiana, is a North American and European manufacturer and supplier
of commercial vehicle and light vehicle components including wheels
and wheel-end components. Pro-forma for the acquisition of
German-based OE steel wheels manufacturer mefro wheels, GmbH
("Mefro") closed in June 2018, revenue for the 12 months ended
September 2018 was approximately $1.2 billion. Crestview Partners
is the majority owner of Accuride since October 2016.


ACHAOGEN INC: Armistice Capital Has 4.9% Stake as of Feb. 15
------------------------------------------------------------
Armistice Capital, LLC, Armistice Capital Master Fund Ltd., and
Steven Boyd disclosed in a Schedule 13G filed with the Securities
and Exchange Commission that as of Feb. 15, 2019, they beneficially
own 3,178,884 shares of common stock of  Achaogen, Inc., which
represents 4.99 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at
https://is.gd/8IPK0h

                      About Achaogen, Inc.

South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company
committed to the discovery, development, and commercialization of
novel antibacterials to treat multi-drug resistant gram-negative
infections.  Achaogen's first commercial product is ZEMDRI, for the
treatment of adults with complicated urinary tract infections,
including pyelonephritis.  The Achaogen ZEMDRI program was funded
in part with federal funds from the Biomedical Advanced Research
and Development Authority (BARDA).  The Company is currently
developing C-Scape, an orally-administered
beta-lactam/beta-lactamase inhibitor combination, which is also
supported by BARDA.  C-Scape is investigational, has not been
determined to be safe or efficacious, and has not been approved for
commercialization.

Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016, and a net loss of $27.09 million in
2015.  As of Sept. 30, 2018, Achaogen had $97.30 million in total
assets, $62.51 million in total liabilities, $10 million in
contingently redeemable common stock, and $24.78 million in total
stockholders' equity.

As of Sept. 30, 2018, the Company had working capital of $41.0
million and unrestricted cash, cash equivalents and short-term
investments of $58.2 million.  On Nov. 5, 2018, the Company
announced that it has begun a review of strategic alternatives to
maximize shareholder value, including but not limited to the
potential sale or merger of the Company or its assets.  The Company
may be unable to identify or execute such strategic alternatives
for it, and even if executed such strategic alternatives may not
enhance stockholder value or its financial position.  The Company
also announced on Nov. 5, 2018 a restructuring of its organization
to preserve cash resources which is expected to reduce total
operating expenses by approximately 35-40 percent, excluding
one-time charges.  The restructuring is expected to be largely
completed before the end of 2018.  The restructuring is designed to
focus the Company's cash resources on the continued successful
launch of ZEMDRI and advancing C-Scape. These estimates are subject
to a number of assumptions, and actual results may differ.  The
Company may also incur additional costs not currently contemplated
due to events that may occur as a result of, or that are associated
with, the restructuring.  "Based on our available cash resources,
which exclude restricted cash and $25.0 million which will be
collateralized in connection with the SVB Loan Agreement if our
cash balance falls below a certain threshold, we believe we have
sufficient funds to support current planned operations through the
middle of the first quarter of 2019.  This condition results in the
assessment that there is substantial doubt about our ability to
continue as a going concern," the Company said in its Quarterly
Report for the period ended Sept. 30, 2018.


AIR LEASE: Fitch to Give 'BB+(EXP)' Rating to New Preferred Shares
------------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB+(EXP)' to Air
Lease Corporation's (Air Lease) proposed issuance of
fixed-to-floating rate perpetual non-cumulative preferred shares.

The preferred shares represent unsecured obligations, ranking
junior to and subordinated in right of payment to Air Lease's
current and future senior and subordinated indebtedness.
Distributions on the preferred shares are non-cumulative. Unless
distributions have been declared on the preferred shares, Air Lease
may not declare or pay distributions on its common shares except
under certain circumstances. The preferred shares are perpetual in
nature but may be redeemed, at Air Lease's option, five-years after
the issuance. Proceeds from the issuance will be used for general
corporate purposes.

KEY RATING DRIVERS

PREFERRED SHARES

The expected rating assigned to the preferred shares is two notches
below Air Lease's Long-Term Issuer Default Rating (IDR) of 'BBB',
in accordance with Fitch's 'Corporate Hybrids Treatment and
Notching Criteria' dated Nov. 9, 2018. The preferred share rating
includes two notches for loss severity, reflecting the preferred
shares' deep subordination and heightened risk of non-performance
relative to other obligations, namely unsecured debt.

Fitch has afforded the issuance 100% equity credit given the
non-cumulative nature of the distributions, the fact that the
preferred shares are perpetual, and the lack of change of control
provisions and events of default.

The issuer has the option to redeem the proposed preferred shares
in full prior to February 2024, in case of adverse rating agency
treatment of the shares. Air Lease may redeem the preferred shares
in whole or in part on or after February 2024, however shareholders
will not have the right to require the redemption or repurchase of
the preferred stock.

IDR AND SENIOR DEBT

Air Lease's current ratings take into account the company's high
quality commercial aircraft portfolio, strong funding profile with
a meaningful portion of unsecured debt, and peer-superior leverage,
which is expected to persist over the long-term. Air Lease's credit
strengths also include its above-average scale, strong and stable
profitability supported by long-term contractual lease streams,
demonstrated management track record at Air Lease and predecessor
organizations, and enhanced risk management framework.

The ratings are constrained by elevated key person risk; funding
and placement risks associated with the company's outsized order
book; above-average lessee exposure to China; and above-average
widebody exposure.

Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business; vulnerability
to exogenous shocks; potential exposure to residual value risk;
sensitivity to oil prices; reliance on wholesale funding sources;
and increased competition.

Air Lease's debt to tangible common equity ratio was 2.4x at Dec.
31, 2018, and expected to improve modestly to 2.3x pro forma for
the preferred share issuance. This is below management's
articulated target of 2.5x longer-term, which remains among the
lowest of pure-play aircraft lessors rated by Fitch. As a secondary
leverage metric, Fitch also considers Air Lease's leverage on a
consolidated basis, inclusive of co-investment joint ventures with
Napier Park (Blackbird Capital). Given the currently small size and
modest leverage of this platform, the impact on consolidated
leverage is not material.

RATING SENSITIVITIES

IDR, SENIOR DEBT AND PREFERRED SHARES

The rating on the preferred shares is primarily sensitive to
changes in Air Lease's Long-Term IDR and is expected to move in
tandem. However, the preferred shares rating could be downgraded by
an additional notch to reflect further structural subordination
should the firm consider hybrid issuances.

Positive rating momentum for the IDR, although likely limited to
the 'BBB' rating category, could be driven by a perceived reduction
in key person risk, while maintaining leverage around 2.5x,
unsecured debt to total debt at or around current levels and
contractual cash flow to debt of between 100% and 115%. In
addition, positive rating momentum could arise from a material
reduction in the size of the order book relative to the owned fleet
and maintenance of robust liquidity particularly with respect to
near-term funding obligations.

Negative rating pressure could arise from a material increase in
secured debt levels; leverage approaching or above 3.0x, resulting
from capital returns, aircraft impairments or a higher risk
appetite; a sustained deterioration in financial performance and/or
operating cash flows; higher-than-expected repossession activity;
difficulty re-leasing aircraft or the order book at economical
rates; a reduction in available liquidity or unencumbered assets;
and/or an inability to maintain the fleet profile in terms of
average age and narrowbody/widebody composition.

A key person event with respect to Hazy or Plueger would not
necessarily result in an immediate downgrade but would be evaluated
in the context of the potential impacts on Air Lease's strategic
direction, industry relationships and risk appetite. The key person
risk is somewhat mitigated because it resides with two individuals
rather than one.

The rating of the senior secured debt and senior unsecured debt,
are primarily sensitive to changes in Air Lease's IDR and
secondarily to the relative recovery prospects of the instruments

Fitch has assigned the following rating:

Air Lease Corporation

  -- Preferred shares 'BB+(EXP)'.

Fitch currently rates Air Lease as follows:

Air Lease Corporation

  -- Long-Term IDR 'BBB';

  -- Senior secured debt 'BBB+';

  -- Senior unsecured debt 'BBB'.

The Rating Outlook is Stable.


ALAMO GRADING: Unsecured Creditors to Get 100% Over 4 Yrs at 3%
---------------------------------------------------------------
Alamo Grading, LLC, filed a Chapter 11 plan and accompanying
disclosure statement.

Class 4: Unsecured Claim. The Class 4 Creditors, to the extent that
their claims are allowed, shall be paid 100% of their claim in
monthly installments of $5,000.00 per month paid out on a pro rata
basis over a period of four (4) years, with 3% interest per year.

Class 2: Secured claim of Bexar County. The Class 2 Creditors, to
the extent that their claims are allowed, shall be paid over a
period of twenty-four (24) months, the entire 100% of the debt,
with 12% interest per year.

Class 3: Secured claim of Southtrust Bank shall be paid pursuant to
their contract.

It is anticipated that the cash flow from the operation of his
businesses will be sufficient to meet all the fixed and contingent
obligations for the Debtor under the Plan as well as those incurred
in the ordinary course of business.

full-text copy of the Disclosure Statement dated February 20, 2019,
is available at https://tinyurl.com/y4djtw8o from PacerMonitor.com
at no charge.

                     About Alamo Grading

Alamo Grading LLC is a licensed and bonded freight shipping and
trucking company running freight hauling business from San Antonio,
Texas.

Alamo Grading filed for protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-52471) on Oct. 19,
2018, estimating under $1 million in assets and liabilities.  James
Samuel Wilkins at Willis & Wilkins, LLP represent the Debtor as
counsel.


ALL AMERICAN OIL: Exclusive Filing Period Extended Until June 10
----------------------------------------------------------------
Judge Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas extended the period during which All American Oil
& Gas Incorporated and its affiliated debtors have the exclusive
right to propose a Chapter 11 plan through June 10, and to solicit
acceptances for the plan through Aug. 9.

The extension would allow the companies to negotiate a settlement
with their primary secured creditor Kern Cal Oil 7 LLC.  The
companies are pursuing a transaction that would result in a sale or
transfer of almost all of their assets to KCO in exchange for a
credit bid and the assumption of debt.  The companies won't be able
to propose a plan of reorganization until the court rules on the
KCO settlement as well as estimate certain claims, according to
court filings.

                    About All American Oil & Gas Inc.

All American Oil & Gas Inc. -- https://www.aaoginc.com -- is an
independent oil company headquartered in San Antonio, Texas.  It
holds and provides shared administrative and accounting services to
its two wholly-owned subsidiaries Kern River Holdings Inc. and
Western Power & Steam, Inc.  

KRH is an exploration and production company that utilizes a
state-of-the-art steam flood to extract oil within a 215-acre
leasehold, with 110 acres currently under steam flood, in the Kern
River Oil Field.  WPS is a power company that operates a
20-megawatt cogeneration facility, which -- in addition to selling
power to Pacific Gas & Electric -- provides KRH with both
electricity and steam (generated from waste heat) to aid its
extraction of oil.

All American Oil & Gas sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 18-52693) on
November 12, 2018.  At the time of the filing, the Debtors had
estimated assets of $100 million to $500 million and liabilities of
$100 million to $500 million.  

The cases have been assigned to Judge Ronald B. King.

The Debtors tapped Dykema Gossett PLLC and Hogan Lovells US, LLP as
legal counsel; Houlihan Lokey as financial advisor; and BMC Group,
Inc. as notice, claims and balloting agent.


ALLISON TRANSPORTATION: Seeks Authority to Use Cash Collateral
--------------------------------------------------------------
Allison Transportation, LLC, requests the U.S. Bankruptcy Court for
the Western District of North Carolina to authorize the use the
cash collateral under liens to Multi Service Technology Solutions,
FC Marketplace, LLC, On-Deck Financial, PAR Funding, Idea 247, Inc.
and Hunter Caroline Holdings.

The Debtor intends to propose a Reorganization Plan that will
continue to operate the business and pay the creditors over a
period of years. The Debtor must use cash collateral in order to
continue operations during the Chapter 11 proceeding. The cash
collateral will be used to pay operating expenses, employee
payroll, manager payroll, adequate protection to secured creditors
and other necessary expenses for the Debtor's operations.

The DIP represents it has $16,400 in bank accounts and has $58,000
accounts receivable for a total cash or liquid equivalents of
$74,400. The Debtor intends to pay adequate protection to the cash
collateral holders as follows:

      (a) Multi Service Technology Solutions, Inc. is owed
approximately $23,598, which is a debt for gas credit cards used by
the drivers of the Debtor and has historically been paid in full
each week. This creditor is critical to the continued operation of
business. The Debtor intends to keep paying this creditor in full
each week as part of their normal operating expenses, which
averages $22,000 per week, or $95,260 per month.

      (b) FC Marketplace, LLC is owed $171,330 and will be paid
adequate protection consisting of interest payments at the Till
rate of 7.5%, based on the remaining collateral equity of $50,802,
in the yearly amount of $3,810, which is $318 per month. There is
no remaining equity in cash collateral after Multi Service
Technology Solutions and FC Marketplace, LLC liens.

      (c) On-Deck Financial is owed $45,482, which debt is
unsecured based on the debt of the 2 senior cash collateral liens
and the equity of the cash collateral. On-Deck will not be paid
adequate protection.

      (d) PAR Funding is owed $292,931, which debt is unsecured
based on the debt of the 3 senior cash collateral liens and the
equity of the cash collateral. PAR Funding will not be paid
adequate protection.

      (e) Idea 247, Inc. will not be paid adequate protection. The
debt for this creditor in the amount of $75,295, which is unsecured
based on the debt of the 4 senior cash collateral liens and the
equity of the cash collateral.

      (f) Hunter Caroline Holdings will not be paid adequate
protection. The debt for this creditor in the amount of $22,798 is
unsecured based on the debt of the 5 senior cash collateral liens
and the equity of the cash collateral.

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

            http://bankrupt.com/misc/ncwb19-50072-3.pdf

                   About Allison Transportation

Allison Transportation, LLC, owner and operator of a trucking
business in Statesville, NC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.C. Case No. 19-50072) on Feb. 9,
2019.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.  The
case is assigned to Judge Laura T. Beyer.  McELWEE FIRM, PLLC, is
the Debtor's counsel.


ARADIGM CORPORATION: Seeks to Hire Jeffer Mangels as Legal Counsel
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Aradigm Corporation seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to hire Jeffer, Mangels,
Butler & Mitchell LLP as its legal counsel.

The services to be provided by the firm include legal advice
regarding the Debtor's rights and responsibilities under the
Bankruptcy Code, and the preparation and implementation of a
Chapter 11 plan of reorganization.

Jeffer Mangels will be paid at these hourly rates:

     Bennett G. Young, Partner      $785
     Partners                       $995
     Legal Clerks                   $295

Bennett Young, Esq., a partner at Jeffer Mangels, assured the court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Jeffer Mangels can be reached through:

     Bennett G. Young, Esq.
     Jeffer, Mangels, Butler & Mitchell LLP
     Two Embarcadero Center, 5th Floor
     San Francisco, CA 94111-3813
     Tel: (415) 398-8080
     Fax: (415) 398-5584
     Email: byoung@jmbm.com

                     About Aradigm Corporation

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

Aradigm Corporation filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 19-40363) on February 15, 2019. In the petition signed by
John M. Siebert, executive chairman and interim principal executive
officer, the Debtor estimated $10 million to $50 million in both
assets and liabilities. Bennett G. Young, Esq. at Jeffer, Mangels,
Butler & Mitchell LLP, is the Debtor's counsel.

The case has been assigned to Judge William J. Lafferty.


ATIF INC: Creditor Trustee Taps Diamond McCarthy as Special Counsel
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Daniel Stermer, the official overseeing the ATIF, Inc. Creditor
Trust, received approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Diamond McCarthy LLP as special
counsel.

The firm will investigate litigation regarding potential causes of
action for accounting malpractice, including with respect to RSM US
LLP.  The firm's services will be provided in two phases:

     (a) Phase I. Diamond McCarthy will review RSM workpapers
produced by the Creditor Trust as of February 6, 2019 and will
conduct an initial investigation and analysis of potential claims
against RSM. The firm will charge a fixed fee of $15,000, payable
upon execution of an engagement agreement with the trustee, plus
reimbursement for work-related expenses.

     (b) Phase II. Diamond McCarthy will review any email
communications and RSM workpapers produced by the Creditor Trust
after February 6, 2019, and incorporate them into the firm's
initial investigation and analysis.  The firm will charge a fixed
fee of $10,000, plus reimbursement for work-related expenses.

Diamond McCarthy is "disinterested" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Andrea Kim, Esq.
     Diamond McCarthy LLP
     Two Houston Center
     909 Fannin Street, 37th Floor
     Houston, TX 77010
     Phone: (713) 333-5100
     Fax: (713) 333-5199
     Email: akim@diamondmccarthy.com

                         About ATIF Inc.   

ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017.  In the
petition signed by Gerard A. McHale, its chief executive officer,
the Debtor estimated assets of less than $500,000 and liabilities
of $10 million to $50 million.

Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP, serves as the Debtor's legal counsel.  The Debtor hired Buell
& Elligett, P.A., as its special counsel.

On April 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee retained
Messana, P.A., as its bankruptcy counsel, and Becker & Poliakoff,
P.A., as its special counsel.

On July 5, 2018, the bankruptcy court entered an order confirming
the second amended Chapter 11 plan and explanatory disclosure
statement filed by the creditors' committee for ATIF, Inc.  The
plan establishes the ATIF Inc. Creditor Trust and appointed Daniel
Stermer as the trustee.  Mr. Stermer hired Messana, P.A. as his
legal counsel.


BARRACUDA NETWORKS: Fitch Affirms B IDR & Hikes 1st Lien Debt to BB
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Fitch Ratings has affirmed Barracuda Networks, Inc.'s Long-Term
Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable.
Fitch has also upgraded the rating for Barracuda's $75 million
first-lien secured revolver and $552 million first-lien secured
term loan to 'BB'/'RR1' from 'BB-'/'RR2' and has affirmed
Barracuda's $205 million second-lien secured term loan at
'CCC+'/'RR6'. The upgrade of Barracuda's first-lien term loan
reflects the stronger than anticipated EBITDA that results in
stronger prospect for recovery.

KEY RATING DRIVERS

Product Range Supporting SMB Segment: Barracuda Networks, Inc.
offers products addressing a wide range of IT needs for small to
midsize business (SMB) customers that generally have limited
financial and technical resources dedicated to IT management. The
company's products include Next Generation Firewall, Web App
Firewall, Email Security Gateway, Web Security Gateway, Security
and Archiving for Office 365, and Backup/Data Protection. The
availability of these products through both appliance- and
cloud-based platforms enables its SMB customers to simplify IT
security and data-storage management. Fitch Ratings believes the
breadth of products available positions Barracuda well in a segment
that prefers simplicity over sophisticated solutions.

Secular Tailwind Supports Growth: Fitch believes two factors serve
as the fundamental demand drivers. Barracuda's cloud-based
solutions enable the company to benefit from the steady pace of IT
workload migrating to the cloud from on-premise infrastructure. In
addition, increasing awareness of IT security threats is leading
companies to allocate more resources to protecting their networks
and data; some of the high-visibility IT security breaches include
data breaches and ransomware that could be costly or cause damage
to a company's reputation.

High Revenue-Retention Rate: Barracuda maintained a high
subscription-revenue retention rate of over 100% for at least four
of the last six fiscal years, which demonstrates its ability to
retain active subscribers and upsell additional products. Fitch
believes the high retention rates generally lead to high revenue
predictability.

Diversified Customer Base: Consistent with the fragmented nature of
the SMB segment, Barracuda serves a large set of approximately
180,000 customers, including 16,000 that use more than three
products. Fitch believes the diverse customer base could partially
mitigate inherent risks in the SMB segment through the economic
cycles.

Susceptible to Industry Cyclicality: Barracuda is susceptible to IT
security industry cycles, albeit moderated by the secular growth
trend, as illustrated by its fiscal 2017 and 2018 deceleration in
revenue growth. Fitch believes the weakness may have been the
result of strong growth in the previous years coinciding with the
heightened IT security awareness that propelled overall industry
growth. Fitch views the current industry environment as normal and
a more realistic base for assessing future growth potential.
Nevertheless, Barracuda's focus on IT and data security will
continue to expose the company to industry cyclicality.

Leverage to Remain Elevated: Fitch expects gross leverage to be
near 6.3x in fiscal 2019, in line with peers in the 'B' rating
category. Fitch expects Barracuda to maintain gross leverage
between 5.5x and 6.5x throughout the rating horizon. During the
leveraged buyout, Thoma Bravo made an equity contribution of over
$500 million. Fitch believes this demonstrates Thoma Bravo's
commitment and confidence in the industry and the company.
Barracuda has a history of acquiring complementary technologies and
products, such as Sookasa and Sonian. Fitch believes the company
will remain acquisitive to keep pace with the fast-moving industry,
limiting its deleveraging primarily to EBITDA growth.

DERIVATION SUMMARY

Fitch's ratings are supported by Barracuda's focus on IT and data
security for the SMB segment and the secular growth trend for the
IT security industry. Barracuda's breadth of products are primarily
cloud-based offering, making them easily accessible and manageable
by SMB customers that prefer simplicity over sophistication in IT
security; this is reflected by its over 180,000 customers. The
subscription nature of the products and high revenue retention
rates provide a high level of predictability for its revenues. The
predictability is marginally tempered by the inherent risks of the
SMB segment that Barracuda is exposed to through the economic
cycles. At the IT security industry level, Fitch believes the
heightened awareness of IT security risks arising from high profile
security breaches in recent years provides support for the secular
growth of the industry. Fitch expects Barracuda's leverage to
remain in the 5.5x to 6.5x range over the rating horizon.
Barracuda's industry expertise, revenue scale, and leverage profile
are consistent with the 'B' rating category.

KEY ASSUMPTIONS

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

  -- Revenue growth near 10%;

  -- EBITDA margins in the mid-to-high 20% range;

  -- Capex at approximately 2.2% of revenue, consistent with
historical trend;

  -- Acquisitions averaging $50 million per year for FY2020-2022,
enabling the company to expand product lines and technologies.

In estimating a distressed EV for Barracuda, Fitch assumes a going
concern EBITDA that is approximately 15% lower relative to Fitch's
FY19 EBITDA resulting from a combination of revenue decline and
margin compression on lower revenue scale. Fitch applies a 6.5x
multiple to arrive at EV of $662 million. The multiple is higher
than the median TMT enterprise value multiple, but is in line with
other similar software companies that exhibit strong FCF
characteristics. In the 21st edition of Fitch's Bankruptcy
Enterprise Values and Creditor Recoveries case studies, Fitch notes
nine past reorganizations in the Technology sector with recovery
multiples ranging from 2.6x to 10.8x. Of these companies, only
three were in the Software sector: Allen Systems Group, Inc.;
Avaya, Inc.; and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Gigamon's
operating profile is supportive of a recovery multiple in the
middle of this range.

Fitch assumes a fully drawn revolver in its recovery analysis.

RATING SENSITIVITIES

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

- Expectation for gross leverage sustaining below 5.5x;

- Pre-dividend FCF margins sustaining above 10%;

- Organic revenue growth sustaining near or above 5%;

- FFO adjusted gross leverage sustained below 6.0x.

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

  - Expectation for gross leverage sustaining above 7x, potentially
due to debt-financed acquisitions or dividend payment to owners;

  - Pre-dividend FCF margins sustaining below 5%;

  - Organic revenue growth sustained near or below 0%;

  - FFO adjusted gross leverage sustained above 7.5x.

LIQUIDITY

Solid Liquidity: Fitch expects the company's liquidity to remain
solid over the forecast period. Liquidity will be supported by
internal FCF generation, its $75 million RCF, and over $100 million
of readily available cash and cash equivalents. Barracuda's FCF is
supported by EBITDA margins in the mid to high 20% range; Fitch
estimates FCF to be initially curbed in large part by restricted
stock unit payout, and FCF margins to gradually normalize in the
low teens and approach $70 million at the end of our forecast
period.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

Barracuda Networks, Inc.

  -- Long-term IDR affirmed at 'B' with a Stable Outlook;

  -- $75 million first lien secured revolver due 2023 upgraded to
'BB'/'RR1' from 'BB-'/'RR2';

  -- $555 million first lien term loan due 2025 upgraded to
'BB'/'RR1' from 'BB-'/'RR2';

  -- $205 million second lien term loan due 2026 affirmed at
'CCC+'/'RR6'.


BHAGS LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BHAGS, LLC
        1053 Watkins Creek
        Franklin, TN 37067

Business Description: BHAGS, LLC is a privately held company
                      in Franklin, Tennessee.

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Case No.: 19-01204

Judge: Hon. Randal S. Mashburn

Debtor's Counsel: Griffin S. Dunham, Esq.
                  DUNHAM HILDEBRAND, PLLC
                  1704 Charlotte Avenue, Suite 105
                  Nashville, TN 37203
                  Tel: 615-933-5850
                  Fax: 615-777-3765
                  E-mail: griffin@dhnashville.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cheryl Calina Burns, president.

The Debtor failed to submit a list of its 20 largest unsecured
creditors at the time of the filing.

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

         http://bankrupt.com/misc/tnmb19-01204.pdf

Pending bankruptcy cases filed by affiliates:

  Debtor                       Petition Date          Case No.
  ------                       -------------          --------
Calina, LLC                      2/16/19              19-00940
Cheryl Calina Burns              2/22/19              19-01059
Women of Wellness Enterprises    2/16/19              19-00939


BOCA HEALTH: Has Interim Approval to Use Cash Collateral
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The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida has entered an interim order
authorizing Boca Health Fitness, LLC, to use cash collateral in
accordance with the budget, so long as the aggregate of all
expenses do not exceed the amount in the Projected Budget for the
Debtor by 10% variance.

Any objections to Debtor's use of cash collateral must be served on
Debtor's counsel two business days prior to the final hearing which
will be held on March 6, 2019 at 10:00 a.m.

The Debtor is directed to make monthly adequate protection payments
to American Express National Bank, in the amount of $175.14 for the
use the cash collateral. The payment will commence on the first day
of the month following the entry of the Interim Order. There will
also be a carve-out in the budget for the inclusion of fees due the
Clerk of Court or the U.S. Trustee pursuant to 28 U.S.C. Section
1930.

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

           http://bankrupt.com/misc/flsb19-10417-18.pdf

                   About Boca Health Fitness

Boca Health Fitness, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10417) on Jan. 11,
2019.  In the petition signed by Dale Buchanan, managing member,
the Debtor estimated $0 to $50,000 in assets and $100,001 to
$500,000 in liabilities.  The case is assigned to Judge Raymond B.
Ray.  Van Horn Law Group, Inc., is the Debtor's counsel.  No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.


CALIFORNIA PALMS: Case Summary & 8 Unsecured Creditors
------------------------------------------------------
Debtor: California Palms, LLC
        1051 N. Canfield-Niles Road
        Austintown, OH 44515

Business Description: California Palms, LLC is an Ohio limited
                      liability company that operates residential
                      mental health and substance abuse
                      facilities.

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       Northern District of Ohio (Youngstown)

Case No.: 19-40267

Judge: Hon. John P. Gustafson

Debtor's Counsel: Sebastian Rucci, Esq.
                  LAW OFFICE OF SEBASTIAN RUCCI
                  5455 Clarkins Drive
                  Austintown, Ohio 44515
                  Tel: 330-720-0398
                  E-mail: SebRucci@gmail.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sebastian Rucci, managing member.

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

            http://bankrupt.com/misc/ohnb19-40267.pdf

List of Debtor's Eight Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Law Office of Jeff Kurz            Legal Services          $25,000
42 N. Phelps Street               State Litigation
Youngstown, Ohio 44503
Jeff Kurz
Tel: (330) 747-5879
Email: JeffKurz@hotmail.com

Law Office of James Vitullo        Legal Services          $25,000
5232 Nashua Drive                 State Litigation
Austintown, Ohio 44515
James Vitullo
Tel: (330) 207-8571
Email: JamesAVitullo@gmail.com

AT&T                              Utility-Telecom          $20,000
P.O. Box 5019
Carol Stream, IL 60197
Tel: (888) 236-2409
www.att.com

Ohio Edison                       Utility-Electric         $19,800
76 S. Main Street
Akron, Ohio 44308
Tel: (800) 633-4766
www.Edison.com

Hypercore                          Utility-Telecom          $3,485
P.O. Box 840964
Dallas, TX 75284
Tel: (888) 236-2409
Email: billing@hypercorenetworks.com

Youngstown Water Dept.              Utility-Water           $3,405
P.O. Box 6219
Youngstown, Ohio 44501
Tel: (330) 742-8749
Email: Youngstownwater@
YoungstownOhio.gov

Dominion Energy                     Utility-Gas             $2,055
P.O. Box 26785
Richmond, VA 23261
Tel: (800) 362-7557
Email: www.dominionenergy.com

Vonage Business                    Utility-Telecom            $755
3200 Windy Hill Rd, St 200 East
Atlanta, GA 30339
Tel: (888) 236-2409
www.vonage.com


CALIFORNIA RESOURCES: Reports Net Income of $328 Million for 2018
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California Resources Corporation has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting net
income attributable to common stock of $328 million on $3.06
billion of total revenues and other for the year ended Dec. 31,
2018, compared to a net loss attributable to common stock of $266
million on $2 billion of total revenues and other for the year
ended Dec. 31, 2017.

As of Dec. 31, 2018, the Company had $7.15 billion in total assets,
$607 million in total current liabilities, $5.25 billion in
long-term debt, $216 million in deferred gain and issuance costs,
$575 million in other long-term liabilities, $756 million in
redeemable non-controlling interests, and a total deficit of $247
million.

Adjusted net income for 2018 was $61 million, or $1.27 per diluted
share, compared with an adjusted net loss of $187 million, or $4.40
per diluted share, for 2017.  The 2018 results reflected
significantly higher realized prices and higher production,
partially offset by increased production costs, as well as higher
G&A and interest expense.  The 2018 adjusted net income excluded
$224 million of non-cash derivative gains on commodity contracts, a
net gain of $57 million on debt repurchases, a $6 million non-cash
derivative loss from interest rate contracts, a $5 million gain on
asset divestitures and a net $13 million charge related to other
unusual and infrequent items.  The 2017 adjusted net loss excluded
$78 million of non-cash derivative losses, $21 million of gains
from asset divestitures, a $4 million net gain on debt repurchases
and a $26 million net charge from other unusual and infrequent
items.

Total daily production volumes averaged 132,000 BOE per day for the
full year of 2018 compared with 129,000 BOE per day for 2017. This
net increase included a 1,300 barrel per day negative PSC effect on
production volumes due to higher realized prices for 2018.  Oil
volumes averaged 82,000 barrels per day, NGL volumes averaged
16,000 barrels per day and gas volumes averaged 202,000 MCF per
day.

Realized crude oil prices, including the effect of settled hedges,
increased $11.36 per barrel to $62.60 per barrel for the full year
2018 from $51.24 per barrel for 2017.  Settled hedges reduced 2018
realized crude oil prices by $7.51 per barrel compared with a $0.23
decrease per barrel for 2017.  Realized NGL prices increased 22% to
$43.67 per barrel for 2018 from $35.76 per barrel for 2017.
Realized natural gas prices increased 12% to $3.00 per MCF for 2018
compared with $2.67 per MCF for 2017.

Production costs for the full year of 2018 were $912 million, or
$18.88 per BOE, compared to $876 million, or $18.64 per BOE, for
2017.  The Elk Hills acquisition and cash-settled stock-based
compensation added $38 million and $4 million to full year
production costs for 2018, respectively.  Synergies captured from
the Elk Hills consolidation reduced production costs by $17
million, partially offset by an increase in energy costs.  Per unit
production costs, excluding the effect of PSC contracts, were
$17.47 and $17.48 per BOE for the full year of 2018 and 2017,
respectively.  G&A expenses were $299 million and $249 million for
the full year of 2018 and 2017, respectively, with the difference
primarily related to increased equity compensation expense
resulting from CRC's higher stock price, as well as additional G&A
expense as a result of lower cost recovery following the Elk Hills

acquisition.

Taxes other than on income of $149 million for 2018 were $13
million higher than 2017, primarily due to higher greenhouse gas
(GHG) costs related to annual price increases, in addition to a
reduction in the number of allowances granted to CRC between
periods.  CRC reported exploration expenses of $34 million for the
full year of 2018, or $12 million higher than 2017, due to
exploration dry holes.

CRC's internally funded capital investment for 2018 totaled $641
million, of which $445 million was directed to drilling and capital
workovers.  CRC's JV partner BSP funded an additional $49 million,
which is included in CRC's consolidated results, while JV partner
MIRA funded an additional $57 million of investment, which is
excluded from the Company's consolidated results.

Cash provided by operating activities for the full year of 2018 was
$461 million, which included interest payments of $441 million and
$98 million of GHG payments related to prior years' allowances.

Todd A. Stevens, CRC's president and chief executive officer, said,
"In 2018, our strategic approach focused on capturing the full
value of our portfolio, driving operational excellence, efficiently
and effectively allocating capital, and strengthening the balance
sheet.  We made good progress on each priority, increasing the
impact of our investment program and delivering 8% growth in oil
production from the fourth quarter of 2017 to the fourth quarter of
2018.  We invested in value-driven activity to develop our core and
growth areas with the support of strategic JV capital, in addition
to successfully resuming our exploration program.  We also
harnessed our operating expertise to generate more synergies than
expected around the consolidation of our flagship Elk Hills asset.
We are entering 2019 with a internally funded capital program of
$300 to $385 million, which we will adjust to align our financial
and operating plans to market conditions.  We are also in
discussions to obtain additional investments from new and existing
JV partners that could increase our capital program by $100-$150
million to support a total capital budget of approximately $500
million.  This will allow us to maintain activity and efficiency
gains, while retaining a high degree of operational flexibility.
Supported by our diverse asset base, high level of operating
control and dynamic business model, we expect to continue to
deliver meaningful value for our shareholders in 2019 and beyond."

                    Fourth Quarter 2018 Results

For the fourth quarter of 2018, CRC net income was $346 million, or
$7.00 per diluted share, compared to a net loss attributable to
common stock (CRC net loss) of $138 million, or $3.23 per diluted
share for the same period of 2017.  Adjusted net income for the
fourth quarter of 2018 was $26 million, or $0.53 per diluted share,
compared with an adjusted net loss of $14 million, or $0.33 per
diluted share for the same prior year period.  The 2018 results
reflected increased production and higher realized commodity prices
for oil and natural gas compared to 2017.  The fourth quarter of
2018 adjusted net income excluded $295 million of non-cash
derivative gains on commodity contracts, a $6 million non-cash
derivative loss from interest-rate contracts and a net gain of $31
million on debt repurchases.

Total daily production volumes averaged 136,000 BOE per day for the
fourth quarter of 2018, compared to 126,000 BOE per day for the
fourth quarter of 2017, an increase of 8%, largely driven by the
Elk Hills acquisition in the second quarter of 2018.  For the
fourth quarter of 2018, oil volumes averaged 86,000 barrels per
day, NGL volumes averaged 16,000 barrels per day and gas volumes
averaged 204,000 thousand cubic feet (MCF) per day.  Organically,
oil production grew over 1,000 barrels per day from the third
quarter of 2018 to the fourth quarter of 2018, excluding the
effects of production sharing-type contracts (PSCs) and
acquisitions.

Realized crude oil prices, including the effect of settled hedges,
increased by $3.05 per barrel for the fourth quarter of 2018 to
$59.97 per barrel from the same prior year period.  Settled hedges
decreased realized crude oil prices by $6.15 per barrel for the
fourth quarter of 2018.  Average realized NGL prices registered
$43.56 per barrel, reflecting a realized price that was 64% of
Brent prices.  Realized natural gas prices were $3.77 per MCF for
the fourth quarter of 2018, $1.00 higher than the same prior year
period.  The increase in realized gas prices resulted from the
effects of limited third-party storage and pipeline constraints.

Production costs for the fourth quarter of 2018 were $233 million,
or $18.61 per BOE, compared to $227 million, or $19.64 per BOE, for
the fourth quarter of 2017.  In line with industry practice for
reporting PSCs, CRC reports gross field operating costs, but only
CRC's share of production volumes, which results in higher
production costs per barrel.  Excluding this PSC effect, per unit
production costs1 for the fourth quarter of 2018 would have been
$17.44 per BOE compared to $18.31 for the same prior year period.
The decrease in production costs per BOE was primarily driven by
higher production between comparative periods, largely related to
the Elk Hills acquisition.  Elk Hills' production costs are lower
than the average CRC-wide production cost per barrel.  As a result,
the Elk Hills acquisition had a favorable effect on production cost
per barrel.  General and administrative expenses (G&A) were $65
million for the fourth quarter of 2018 compared to $66 million for
the prior year period.

CRC reported taxes other than on income of $29 million for the
fourth quarter of 2018 compared to $33 million for the same prior
year period.  Exploration expense was $16 million for the fourth
quarter of 2018, $11 million higher than the same prior year period
due to exploration dry holes.

CRC's internally funded capital investment for the fourth quarter
of 2018 totaled $174 million, of which $119 million was directed to
drilling and capital workovers.  CRC's JV partner Benefit Street
Partners LLC (BSP) funded $12 million, which is included in CRC's
consolidated results, while JV partner Macquarie Infrastructure and
Real Assets Inc.  (MIRA) funded an additional $11 million of
investment, which is excluded from our consolidated results.

Cash provided by operating activities was $68 million for the
fourth quarter of 2018, which included interest payments of $157
million.

                        Operational Update

CRC operated an average of 10 drilling rigs during the fourth
quarter of 2018 with five rigs focused on waterfloods, three on
conventional primary production, one on steamfloods and one on
unconventional production.  CRC drilled 90 development wells and
one exploration well with CRC and JV capital (33 steamflood, 38
waterflood, 13 primary and 7 unconventional).  Steamfloods and
waterfloods have different production profiles and longer response
times than typical conventional wells and, as a result, the full
production contribution may not be experienced in the same period
that the well is drilled.  In the San Joaquin basin, CRC produced
approximately 99,000 BOE per day and operated six rigs during the
fourth quarter of 2018.  The Los Angeles basin contributed 26,000
BOE per day of production and operated three rigs directed toward
waterflood projects during the fourth quarter of 2018.  The Ventura
basin produced 6,000 BOE per day and operated one rig directed
toward waterflood projects during the fourth quarter of 2018.  The
Sacramento basin produced 5,000 BOE per day and had no active
drilling program during the fourth quarter of 2018.

                      2019 Capital Budget

With current oil prices slightly above $60 per barrel Brent, CRC
estimates its 2019 internally funded capital program will range
from $300 million to $385 million, which may be adjusted during the
course of the year depending on commodity prices.  CRC is also in
discussion to obtain additional investments from new and existing
JVs that could increase the 2019 capital program by $100 to $150
million, to support a total capital budget of approximately $500
million.  CRC's internally funded investments will be largely
directed to quick payback projects, such as primary drilling and
capital workovers, and low-risk projects including waterflood and
steamflood investments that maintain base production.

              Balance Sheet Strengthening Update

For the fourth quarter of 2018, CRC repurchased a total of $55
million in aggregate principal amount of CRC's outstanding debt for
$50 million.  In 2018, CRC repurchased a total of $232 million in
aggregate principal amount of CRC's outstanding debt for $199
million.  The majority of CRC's debt repurchases focused on CRC's
Second Lien Notes.

                   Year-End 2018 Reserves

CRC's proved reserves totaled 712 million barrels of oil equivalent
(MMBOE), an increase from 618 MMBOE in 2017.  Excluding positive
price revisions, proved undeveloped reserves downgraded at
management's discretion and acquisitions, CRC organically replaced
127% of proved reserves.  CRC achieved this strong organic reserve
replacement ratio through well-executed capital programs in its
Buena Vista, South Valley, Huntington Beach and Long Beach areas of
operations.  In 2018, total additions to proved reserves from all
sources were 142 MMBOE, resulting in an all-in reserve replacement
ratio of 296%.

                        Hedging Update

CRC continues to opportunistically implement a hedging program to
protect its cash flow, operating margins and capital program, while
maintaining adequate liquidity.  For the first and second quarters
of 2019, CRC has protected the downside price risk of approximately
45,000 and 40,000 barrels per day at approximately $66 Brent and
$70 Brent per barrel, respectively.  For the third and fourth
quarters of 2019, CRC has protected the downside price risk of
approximately 40,000 and 35,000 barrels per day at approximately
$73 Brent and $76 Brent per barrel, respectively. Except for a
small portion primarily in the first quarter of 2019, the 2019
hedges do not contain caps, thereby providing upside to oil price
movements.

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

                       https://is.gd/fulJSJ

                    About California Resources

California Resources Corporation -- http://www.crc.com/-- is an
oil and natural gas exploration and production company
headquartered in Los Angeles, California.  The Company operates its
resource base exclusively within the State of California, applying
complementary and integrated infrastructure to gather, process and
market its production.  Using advanced technology, California
Resources Corporation focuses on safely and responsibly supplying
affordable energy for California by Californians.

                           *    *    *

In November 2017, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on Los Angeles-based exploration and production
company California Resources Corp (CRC).  The outlook is negative.
"The affirmation of the 'CCC+' corporate credit rating on CRC
reflects our assessment of the company's improving, but still weak
financial measures combined with increased capital spending that
should stem production declines following a tumultuous 2016."

As reported by the TCR on Nov. 13, 2017, Moody's Investors Service
upgraded California Resources' Corporate Family Rating (CFR) to
'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to
'Caa1-PD' from 'Caa2-PD'.  Moody's said the upgrade of CRC's CFR to
'Caa1' and stable outlook reflects CRC's improved liquidity and the
likelihood that it will have sufficient liquidity to support its
operations for at least the next two years at current commodity
prices.


CARIBBEAN REAL: To Pay Secured Creditor Monthly Under Plan
----------------------------------------------------------
Caribbean Real Estate Holdings filed a small business single-asset
Chapter 11 plan and accompanying disclosure statement.

The Debtor is a New York State Corporation registered in Nassau
County as of January 4th, 2011.  Since 2011 the Debtor has been the
owner of the commercial property located at 225 Hempstead Turnpike,
West Hempstead, NY 11552.  Since February, 2012 the Debtor has
served as the landlord for the sole tenant at the Debtor's
Commercial Property, Sam's Caribbean Marketplace.  The Debtor's
Commercial Property is the only secured asset in the Debtor's
possession, as the debtor is a single-asset real estate Debtor as
defined by 11 U.S.C. Section 101 (51B) of the Bankruptcy Code.

Class 1 - Secured Claim of Grow America Fund is impaired. The
Debtor has provided a proposed break down of payments and will only
impair Grow America Fund to the extent that it respectfully request
that Grow America Fund waive all past due interest, penalties, and
legal fees.

On or around January 17th, 2019, the Debtor submitted a proposal to
Grow America Fund; wherein the Debtor would pay $4,500 to GAF each
month, $3,000 to GAF for the next ten months in order to cover all
delinquent taxes, and would also meet all future tax obligations
with Nassau County. Shortly thereafter, GAF requested financial
documents in support of the Debtor's proposal, along with an U.S.
Small Business Administration Form 770 "Financial Statement of
Debtor," in order for GAF to complete its review of the Debtor's
proposal.

Payments and distributions under the Plan will be funded by the
following: Cash on hand within the Debtor in Possession checking
account with TD Bank.

A full-text copy of the Disclosure Statement dated February 20,
2019, is available at https://tinyurl.com/y6nrm2rm from
PacerMonitor.com at no charge.

Caribbean Real Estate Holdings, Inc., filed a voluntary Chapter 11
petition (Bankr. E.D.N.Y. Case No. 18-77164) on October 23, 2018,
and is represented by:

     Isaac Myers III, Esq.
     68 Jay Street, Suite 503
     Brooklyn, NY 11201
     Ph: 212-804-8655
     Email: Imyers@IsaacMyersIII.com


CELLECTAR BIOSCIENCES: Incurs $15.5 Million Net Loss in 2018
------------------------------------------------------------
Cellectar Biosciences, Inc., has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss attributable to common stockholders of $15.48 million for the
year ended Dec. 31, 2018, compared to a net loss attributable to
common stockholders of $15.01 million for the year ended Dec. 31,
2017.

As of Dec. 31, 2018, Cellectar Biosciences had $15.05 million in
total assets, $1.79 million in total liabilities, and $13.26
million in total stockholders' equity.

Research and development expense for the year ended Dec. 31, 2018
was $6.8 million, compared to $9.5 million for the year ended
Dec. 31, 2017.  The overall decrease in research and development
expense of 28% was due primarily to a decrease in accelerated
depreciation expense due to the reassessed estimated useful life of
the leasehold improvements and laboratory equipment in 2017. The
reassessment of the useful lives for these assets was due to the
company's decision to close its manufacturing facility and
outsource all of its manufacturing.

General and administrative expense for the year ended Dec. 31, 2018
was $4.8 million, compared to $4.1 million for the year ended Dec.
31, 2017.  The increase of 17% for 2018 was primarily related to an
increase of approximately $229,000 in purchased services related to
accounting, investor relations and public company costs offset by a
decrease in legal fees of approximately $157,000; and an increase
of approximately $510,000 in personnel related costs.

As of Dec. 31, 2018, the company had cash, cash equivalents and
restricted cash of $13.3 million compared to $10.1 million at Dec.
31, 2017.  The increase was largely attributable to cash received
from financing activities of approximately $15.0 million, offset by
cash used in operating activities of $11.4 million and cash used in
investing activities of approximately $330,000. Consistent with
prior guidance, the company believes its cash on hand is adequate
to fund operations into the first quarter of 2020.

Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the
Company's auditor since 2016, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2018.  The auditors stated
that the Company has suffered recurring losses from operations and
has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern.

"We have incurred losses since inception in devoting substantially
all of our efforts toward research and development and have an
accumulated deficit of approximately $97.6 million at December 31,
2018.  During the year ended December 31, 2018, we generated a net
loss of approximately $13.2 million, and used approximately $11.4
million in cash from operations.  We expect that we will continue
to generate operating losses for the foreseeable future.  At
December 31, 2018, our consolidated cash balance was approximately
$13.3 million.  We believe this cash balance is adequate to fund
budgeted operations into first quarter 2020.  Our ability to
execute our operating plan beyond that time depends on our ability
to obtain additional funding via the sale of equity and/or debt
securities, a strategic transaction or otherwise.  We plan to
actively pursue all available financing alternatives; however,
there can be no assurance that we will obtain the necessary
funding.  Other than the uncertainties regarding our ability to
obtain additional funding, there are currently no known trends,
demands, commitments, events or uncertainties that are likely to
materially affect our liquidity," the Company stated in the SEC
filing.

        Fourth Quarter and Recent Corporate Highlights

* Announced additional positive top-line results from the relapse
refractory multiple myeloma cohort in its ongoing Phase 2 clinical
study of CLR 131, the company's lead product candidate.  In
patients with an average of 5 prior lines of systemic therapy, CLR
131 achieved a 30% overall response rate in the first 10 evaluable
patients.  The company previously announced an overall response
rate of 33% in patients with R/R diffuse large B-cell lymphoma
(DLBCL) also receiving the single, 25mCi/m2 dose of CLR 131.  All
patients reported here were administered one, single 30-minute
infusion of 25mCi/m2, which is approximately 60% less drug than
fractionated dose currently being tested in the ongoing Phase 1
study.

* Initiated Cohort 6 of its ongoing Phase 1b study evaluating CLR
131 for the treatment of relapsed/refractory (R/R) multiple myeloma
(MM).

   - Cohort 6 is evaluating up to four patients with each
     receiving two doses of 18.75 mCi/m2 of CLR 131 administered
     one week apart.

   - This fractionated dosing regimen will result in each patient
     being treated with an increase in average total exposure of
     approximately 60% over the Phase 2 efficacious dose of 25mCi/
     m2.

   - The fractionated dose administered in Cohort 5 indicated
     enhanced tolerability and safety compared with the single
     dose administered in Cohort 4 despite an 18% increase in the
     average dose.  Additionally, patients in Cohort 5 experienced

     fewer adverse events.

   - Based on these results and the DMC recommendation, Cellectar
     modified the single-dose regimen of its ongoing Phase 2 study
     of R/R hematologic malignancies to fractionated dosing and
     proceeded with Cohort 6 of the Phase 1 study.

* Granted the patent titled "Phospholipid Analogs as Diapeutic
Agents and Methods of Use Thereof" by the Japanese Patent Office.
The patent provides composition of matter and use protection for
the company's proprietary phospholipid ether (PLE) analogs and
specifically the use of CLR 131 in breast, brain, leukemias, and a
variety of other cancers·  Announced median overall survival (mOS)
of 22 months in the single dose Cohorts 1-4 of the company's
ongoing Phase 1 clinical study evaluating CLR 131 for the treatment
of relapsed/refractory (R/R) multiple myeloma (MM).  All of these
patients were heavily pretreated, averaging five prior lines of
systemic therapy.

"We continue to make meaningful progress with the clinical
development of CLR 131 and have now reported activity in three
cohorts of our ongoing Phase 2 study in challenging
relapse/refractory hematologic cancers: diffuse large B cell,
Waldenstrom's lymphoma and multiple myeloma.  The recently
announced 30% response rate in relapsed/refractory multiple myeloma
coupled with the median overall survival of 22 months in patients
receiving a single dose from the Phase 1 study is very
encouraging," said James Caruso, president and CEO of Cellectar.
"Going forward, we believe CLR 131, with a higher and more
patient-friendly fractionated dosing regimen, has the potential to
further improve upon its product profile and be an effective
treatment in relapsed/refractory hematologic cancers.  We look
forward providing further updates and data for CLR 131 during
2019."

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

                     https://is.gd/gOwV2W

                   About Cellectar Biosciences

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


CHESAPEAKE ENERGY: Posts $877 Million Net Income in 2018
--------------------------------------------------------
Chesapeake Energy Corporation has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting net
income of $877 million on $10.23 billion of total revenues for the
year ended Dec. 31, 2018, compared to net income of $953 million on
$9.49 billion of total revenues for the year ended Dec. 31, 2017.

As of Dec. 31, 2018, Chesapeake had $10.94 billion in total assets,
$2.82 billion in total current liabilities, $7.65 billion in total
long-term liabilities, and $467 million in total equity.

The company's EBITDA for the 2018 full year was $2.499 billion,
compared to $2.376 billion in 2017.  Adjusting for items that are
typically excluded by securities analysts, the 2018 full year
adjusted net income attributable to Chesapeake was $816 million, or
$0.90 per diluted share, compared to $742 million, or $0.82 per
diluted share in 2017, while the company's adjusted EBITDA was
$2.436 billion, compared to $2.160 billion in 2017.

Average daily production for 2018 of approximately 521,000 boe
increased by 4 percent compared to 2017 levels, adjusted for asset
sales, and consisted of approximately 90,000 bbls of oil, 2.278
billion cubic feet (bcf) of natural gas and 52,000 bbls of NGL.

Production expenses in 2018 were $2.84 per boe, compared to $2.81
per boe in 2017.  The per unit increase was the result of increased
ad valorem tax primarily due to higher prices received for the
company's oil, natural gas and NGL production.  General and
administrative expenses (including stock-based compensation) in
2018 were $1.47 per boe, compared to $1.31 per boe in 2017.  The
increase was primarily due to less overhead allocated to production
expenses, marketing expenses and capitalized general and
administrative costs, as well as less overhead billed to working
interest owners, due to certain divestitures in 2018 and 2017.

As of Dec. 31, 2018, the Company had a cash balance of $4 million
compared to $5 million as of Dec. 31, 2017, and a net working
capital deficit of $1.230 billion as of Dec. 31, 2018, compared to
a net working capital deficit of $831 million as of Dec. 31, 2017.
As of Dec. 31, 2018, the Company's working capital deficit includes
$381 million of debt due in the next 12 months.  The Company's
total principal debt as of Dec. 31, 2018 was $8.168 billion
compared to $9.981 billion as of Dec. 31, 2017.  As of Dec. 31,
2018, the Company had $2.474 billion of borrowing capacity
available under the Chesapeake revolving credit facility, with
outstanding borrowings of $419 million and $107 million utilized
for various letters of credit.  As of the WildHorse acquisition
date of Feb. 1, 2019, the Company had $578 million of borrowing
capacity available under the WildHorse revolving credit facility,
with outstanding borrowings of $675 million and $47 million
utilized as a letter of credit.

"Although we have taken measures to mitigate liquidity concerns
over the next 12 months...there can be no assurance that these
measures will be sufficient for periods beyond the next 12 months.
If needed, we may seek to access the capital markets or otherwise
refinance a portion of our outstanding indebtedness to improve our
liquidity.  We closely monitor the amounts and timing of our
sources and uses of funds, particularly as they affect our ability
to maintain compliance with the financial covenants of our
revolving credit facilities.  Furthermore, our ability to generate
operating cash flow in the current commodity price environment,
sell assets, access capital markets or take any other action to
improve our liquidity and manage our debt is subject to the risks
discussed above and the other risks and uncertainties that exist in
our industry, some of which we may not be able to anticipate at
this time or control," the Company stated in the Annual Report.

                   2018 Fourth Quarter Results

For the 2018 fourth quarter, Chesapeake reported net income of $514
million and net income available to common stockholders of $486
million, or $0.49 per diluted share, compared to $334 million, $309
million, and $0.33 in the 2017 fourth quarter, respectively.  The
company's EBITDA for the 2018 fourth quarter was $910 million,
compared to $764 million in the 2017 fourth quarter.  Adjusting for
items that are typically excluded by securities analysts, the 2018
fourth quarter adjusted net income attributable to Chesapeake was
$238 million, or $0.21 per diluted share, compared to $314 million,
or $0.30 per diluted share in the 2017 fourth quarter.  The
company's adjusted EBITDA was $574 million in the fourth quarter of
2018, compared to $706 million in the fourth quarter of 2017.

Average daily production for the 2018 fourth quarter was
approximately 464,000 boe, a 7 percent decrease compared to 2017
levels, adjusted for asset sales, and consisted of approximately
87,000 bbls of oil, 2.009 bcf of natural gas and 42,000 bbls of
NGL.

Production expenses during the 2018 fourth quarter were $2.87 per
boe, compared to $2.50 per boe in the 2017 fourth quarter.  The
increase was primarily a result of certain 2018 and 2017
divestitures and increased ad valorem tax due to higher prices
received for the company's oil, natural gas and NGL production.
General and administrative expenses (including stock-based
compensation) during the 2018 fourth quarter were $1.19 per boe,
compared to $1.34 per boe in the 2017 fourth quarter.  The decrease
was primarily due to lower compensation expenses, partially offset
by less overhead allocated to production expenses, marketing
expenses and capitalized general and administrative costs.  The
company's GP&T expenses increased to $7.92 per boe from $7.15 per
boe during the 2017 fourth quarter, primarily due to a shortfall
payment for Eagle Ford oil transportation volumes.

2019 Outlook:

   * Transformational oil growth: Projected 2019 average daily oil

     production of approximately 116,000 to 122,000 bbls, an
     absolute increase of approximately 32 percent (or 50 percent
     adjusted for asset sales), driven by the acquisition of the
     WildHorse asset and organic growth from the PRB; oil mix
     projected to be approximately 26 percent by 2019 fourth
     quarter;

   * Capital expenditure program discipline: Projected 2019
     capital expenditures range from $2.3 to $2.5 billion,
     effectively flat compared to $2.366 billion in 2018;

   * Lower costs lead to improved capital efficiency and enhanced
     competitiveness: Cash costs projected to decrease by
     approximately $200 million, driven by lower gathering,
     processing and transportation (GP&T) expenses partially
     offset by slightly higher production and general and
     administrative expenses as a result of production and working

     interest mix; EBITDA generated per boe projected to increase
     by approximately 12 to 15 percent, based on recent strip
     prices.

Doug Lawler, Chesapeake's president and chief executive officer,
commented, "I am very pleased with Chesapeake's operational and
financial performance in 2018.  Two transformational business
transactions not only serve as a significant inflection point for
the company, but also provide foundational support in our strategic
goals of further reducing our net debt, achieving sustainable
positive free cash flow, and enhancing margins.  The recent
acquisition of WildHorse, which we refer to as our Brazos Valley
business unit, provides significant profitability, flexibility and
optionality to our diverse, deep asset portfolio and facilitates
our achieving these strategic goals.

"Over the past five years, we have clearly established our
operational and capital efficiency leadership.  We have also
materially improved our financial leverage and significantly
reduced our obligations, commitments and complexity.  Our 2018
accomplishments of 10 percent adjusted oil growth, improved
realizations and lower absolute cash costs compared to 2017
resulted in the highest EBITDA generated per boe for Chesapeake
since 2014, when oil averaged more than $90 per barrel and gas
averaged more than $4 per thousand cubic feet.  Our strategic focus
on increasing our oil production is working, as we increased annual
net oil volumes from the PRB by 78 percent in 2018, resulting in
oil production representing 21 percent of our overall production
mix in December. Our oil focus will be fully evident in 2019, as
annual net oil volumes from the PRB are expected to more than
double compared to 2018 and as we begin a robust drilling program
on our Brazos Valley asset, while also attacking the base
production in all our operating areas with full-field optimization
and downtime reduction programs.  As a result, we project our
average oil mix to be approximately 24 percent of total volumes in
2019 compared to 17 percent in 2018, with our year-end 2019 oil mix
approaching 26 percent.

"We are off to a fast start in 2019.  With the integration of the
Brazos Valley asset into Chesapeake fully underway, we are already
seeing a significant amount of cost savings to be captured and
strong performance from the asset.  The Brazos Valley asset had
very strong 2018 fourth quarter performance, with production,
capital expenditures and cash flow better than we had originally
projected at the time of the acquisition announcement.

"At today's strip pricing, we expect our cash flow to be
meaningfully stronger in 2019, as we continue to leverage our
strength in capital efficiency and cash cost leadership.
Chesapeake's progress, portfolio and strategic plan provides a
compelling investment opportunity and we look forward to driving
differential value for our shareholders in the year ahead."

                    Capital Spending Overview

Chesapeake's total capital investments were approximately $541
million during the 2018 fourth quarter and $2.366 billion during
the 2018 full year, compared to approximately $523 million and
$2.458 billion in the 2017 fourth quarter and 2017 full year,
respectively.

           Balance Sheet and Hedge Position Update

As of Dec. 31, 2018, Chesapeake's principal amount of debt
outstanding was approximately $8.168 billion, compared to $9.981
billion as of Dec. 31, 2017, including $419 million drawn under its
senior secured revolving bank credit facility.  As of Dec. 31,
2018, Chesapeake had utilized approximately $107 million for
various letters of credit and had borrowing capacity of
approximately $2.474 billion under the $3.0 billion Chesapeake
senior secured revolving credit facility.

On Feb. 1, 2019, Chesapeake acquired approximately $1.4 billion
principal amount of debt upon the closing of the Brazos Valley
asset (including $675 million drawn under the Brazos Valley senior
secured revolving credit facility).  The company had approximately
$47 million of letters of credit issued and borrowing capacity of
approximately $578 million under the $1.3 billion Brazos Valley
senior secured revolving credit facility.

Chesapeake has a robust hedge portfolio in place for 2019 to
prudently reduce its future revenue risk.  As of Feb. 22, 2019,
including January and February derivative contracts that have
settled, approximately 63 percent of the company's 2019 forecasted
oil, natural gas and NGL production revenue was hedged, including
approximately 56 percent and 81 percent of its 2019 forecasted oil
and natural gas production (including Brazos Valley production from
Feb. 1, 2019) at average prices of $57.12 per bbl and $2.85 per
thousand cubic feet (mcf), respectively.  Additionally, Chesapeake
has basis protection on approximately 7 million barrels (mmbbls) of
its projected 2019 Eagle Ford oil production at a premium to WTI of
approximately $6.01 per bbl.

                        Operations Update

Chesapeake's average daily production for the 2018 full year was
approximately 521,000 boe compared to approximately 548,000 boe in
the 2017 full year.

Chesapeake's average daily production for the 2018 fourth quarter
was approximately 464,000 boe compared to approximately 593,000 boe
in the 2017 fourth quarter.

In the Powder River Basin, average daily net production increased
approximately 70 percent in 2018 to 25,100 boe compared to 14,800
boe in 2017, as total net annual production increased to 9.2
million barrels of oil equivalent (mmboe) from 5.4 mmboe in 2017.
Currently, the company expects total net annual production from the
PRB to double in 2019 compared to 2018.

Chesapeake is operating five rigs in the PRB, all of which are
currently drilling the Turner formation.  Several records were
achieved in the PRB during the 2018 fourth quarter, including the
fastest per lateral foot drilling time in the Turner formation from
spud to total depth of 18.5 days for the BB 2-35-71 USA A TR 18H
well with a drilled lateral length of approximately 10,100 feet.
Chesapeake also recorded its highest producing oil well to date,
including the SFU 7-34-71 USA A TR 20H well which was placed on
production in November 2018 and recorded a 24-hour oil volume of
2,387 bbls (78 percent oil, or 3,068 boe).

In 2019, Chesapeake is moving to development mode in the Turner
formation, moving to central production facilities which will
handle up to 30,000 bbls of oil per day, consolidating drilling
activity to the more economic oil window located primarily in the
northern and western part of the play where there tends to be lower
gas-to-oil ratios.  As a result, the company expects to double its
oil production from the PRB in 2019 by placing up to 64 Turner
wells on production, compared to 32 Turner wells in 2018 and its
first three wells drilled in the formation in 2017.  While the
primary focus of the 2019 PRB program will be on the Turner
formation, the team will continue appraisal work on the Niobrara
and other horizons across the basin.

Driven by the increase in oil volumes the company is projecting
going forward, Chesapeake signed an oil gathering agreement during
the 2018 fourth quarter that will deliver its oil volumes via
pipelines into the Guernsey, Wyoming market at a substantially
lower cost than the company was incurring by trucking volumes. This
oil gathering system will also connect directly to interstate
pipelines with available capacity to the Cushing, Oklahoma market
and further to Gulf Coast premium markets, providing additional
takeaway options to Chesapeake in the future as basin production
grows.

In the company's legacy Eagle Ford Shale position in south Texas,
Chesapeake is currently utilizing four drilling rigs and expects to
place on production up to 125 wells in 2019, compared to 157 wells
in 2018.  Of the wells planned for 2019, Chesapeake expects to test
up to 10 Upper Eagle Ford and Austin Chalk wells.  The company
continues to focus on its base production and has implemented new
field technologies to reduce downtime across the field.  As a
result, Chesapeake recorded a 17 percent reduction in controllable
down volumes per day in 2018, which equated to an additional 1,100
barrels of oil sold every day.  The company's significantly higher
margins in the Eagle Ford are primarily driven by premium Gulf
Coast crude oil pricing and are further protected with basis hedges
on approximately 7 mmbbls of projected 2019 Eagle Ford oil
production at a premium to WTI of approximately $6.00 per bbl.

The company's Brazos Valley business unit will be focused on
targeting both Eagle Ford and Austin Chalk wells in the large
acreage position gained in the WildHorse acquisition.  Chesapeake
will operate four rigs in the Brazos Valley area in 2019 and
expects to place on production up to 83 wells, including 10 wells
targeting the Austin Chalk formation, with average completed
lateral lengths of approximately 8,000 feet.  The business unit is
aggressively attacking numerous opportunities to drive capital
efficiencies across all areas of the value chain.  Through a
combination of operational improvements and supply chain savings,
the team has implemented and negotiated approximately $200,000 to
$350,000 per well in capital savings within the first month of
taking over operations.  Early cycle time improvements have been
recognized through increased drilling penetration rates and a two
stage per day increase by the completions team.  Additionally, the
Burleson Sand Mine commenced operations in February 2019 and is
anticipated to yield additional savings to the company's
completions program.

In the Marcellus Shale in northeast Pennsylvania, Chesapeake is
currently utilizing three drilling rigs and expects to place on
production up to 48 wells in 2019, compared to 54 wells in 2018.
Chesapeake projects to again create significant free cash flow in
2019 as stronger realized in-basin gas prices are expected to
continue.  Current total gross production from the region is
approximately 2.4 bcf per day, after reaching a record 2.5 bcf per
day in January 2019.  In February 2019, Chesapeake placed two Upper
Marcellus wells on production in Susquehanna County that reached a
combined peak 24-hour rate of approximately 60 million cubic feet
(mmcf) of gas per day. Of the company's 48 wells expected to be
placed on production in 2019, seven wells will target the Upper
Marcellus formation.

In the company's Haynesville Shale position in Louisiana,
Chesapeake is currently utilizing two drilling rigs and intends to
drop to one rig in the 2019 second quarter.  The company expects to
place on production up to 24 wells in 2019, compared to 26 wells in
2018.

In the company's Mid-Continent operating area in Oklahoma,
Chesapeake is currently utilizing one drilling rig and expects to
place on production 25 wells in 2019, compared to 38 wells in
2018.

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

                         https://is.gd/NPDBpY

                        About Chesapeake Energy

Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs.  Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 13,200 oil and natural gas wells.  The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.

                        *   *   *

This concludes the Troubled Company Reporter's coverage of
Chesapeake Energy until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


CITGO PETROLEUM: Fitch Puts 'B' LT IDR on Ratings Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the ratings of both CITGO Petroleum
Corporation (Opco) and CITGO Holding Inc. (Holdco) on Rating Watch
Negative (RWN). The Rating Watch Negative reflects heightened
refinancing risk for the company related to U.S. sanctions against
Venezuela. Refinancing risk applies to both Opco's $900 million
secured revolver, which expires in July of this year, as well as
Holdco's $1.875 billion notes, which are due somewhat later in
February 2020. Both issues are now current. Fitch expects to
resolve the Rating Watch by mid-summer; however, it could be
extended if the company has a credible plan to refinance or find
alternative sources of liquidity that extends somewhat beyond the
revolver expiration date.

CITGO's ratings are supported by the quality of its refining
assets; its modest capex requirements; a robust macro environment
for refiners, including the positive expected effects of IMO 2020
for higher complexity refiners; and the favorable impact of recent
settlements between PDVSA (LT IDR: 'RD') and Crystallex and
ConocoPhillips. Rating concerns are material and include the
operational risks created by U.S. sanctions; heightened refinancing
risk; and the contagion effects from financially distressed PDVSA
relating to a change of control and forced refinancing of CITGO's
debt. The 'CCC' rating at Holdco reflects Holdco's high level of
dependence on Opco for distributions to fund its debt payments, and
the need to refinance the 2020 notes, which are CITGO's largest
maturity.

KEY RATING DRIVERS

Increased Refinancing Risk: Refinancing is an increased concern.
Opco's $900 million senior secured revolver is due July 2019,
followed thereafter by Holdco's $1.875 billion 10.75% notes in
February of 2020. Both maturities are now current. Banks remain a
more reputation-sensitive source of capital, given their regulated
nature. Increased legal uncertainty and headline risk around
sanctions could make renewal of the revolver more challenging in
the short term, and create the need to find alternative liquidity.
Although the 2020 notes come due later than the revolver, a period
of prolonged uncertainty and headline risk or difficulty in
refinancing the revolver could affect terms for the 2020 notes as
well.

Operational Impact of Sanctions: Recently stepped up U.S. sanctions
against Venezuela effectively halt crude purchases from PDVSA for
U.S. refiners unless payments are disbursed to the opposition party
in Venezuela, or other approved officials outside the Maduro
regime. As a result, Venezuelan crude imports have dried up,
forcing CITGO to procure alternate supplies. CITGO's crude supply
agreement allowed for up to 310,000 bpd of crude sales from
Venezuela, although declining PDVSA oil production in recent years
has meant its purchases of Venezuelan crude had been declining.
While CITGO has a good track record of buying from third party
suppliers on economic terms (as of third-quarter 2018, 77% of crude
purchases were open market and just 23% from PDVSA), there is
additional execution risk associated with finding new long term
supplies, given the scarcity of heavy sour barrels in the gulf, the
potential need to re-tool refineries to accommodate a new crude
slate, and the potential for less favorable pricing or terms,
particularly trade credit.

Strong Refining Assets: CITGO owns and operates three large,
high-quality refineries, providing sufficient economies of scale to
compete with larger tier-one refiners. CITGO's refineries have
above-average complexity, including substantial coking capacity,
which allow it to run a wide range of discounted heavy and sour
crudes, which boost margins. The company should benefit from new
IMO regulations in 2020, which are expected to both boost
distillate demand and result in additional discounting for heavy
sour crudes. CITGO's flexible refining system also allows for
processing of significant amounts of discounted light sweet shale
crude, as well as favorable access to export markets, which is
important for maintaining competitive gross margins relative to
peers.

Strong Financial Results: CITGO Petroleum's financial results were
strong. As calculated by Fitch, LTM debt/EBITDA at Sep. 30, 2018
declined to just 1.2x, versus 1.8x the year prior. LTM FCF was $27
million; however, this includes an unfavorable working capital
swing of negative $430 million and large dividend to Holdco ($432
million). With the imposition of sanctions against PDVSA and the
inability to move cash beyond the Holdco level, Fitch anticipates
incentives to upstream dividend may be limited, resulting in
strengthening FCF at the Opco level.

Change of Control Risks: There are a number of paths to trigger
change of control provisions in CITGO's existing debt. If unable to
obtain sufficient consents from lenders, Citgo would be obligated
to make an offer to repurchase outstanding senior notes at 101.
This includes a 90-day repurchase window for Opco and Holdco bonds,
but a significantly shorter window for the company's revolver and
TL-B. Lenders would have the option to accelerate the loans or
provide change of control consent. While Fitch believes Citgo would
most likely be able to obtain lender consents or refinance the
existing debt package, external events including capital market
shocks or difficulty reaching consensus amongst a diverse
bondholder group could impair the company's ability to do so within
the applicable repurchase windows.

Arbitration Settlements: Prior to the announcement of sanctions,
there were a number of positive developments on the PDVSA overhang
front in terms of change of control, including reported settlement
between Crystallex and PDVSA over a $1.2 billion arbitration award,
which resulted in the suspension of Crystallex' legal motion to
attach against shares in PDV Holding, as well as a separate
settlement between ConocoPhillips and PDVSA which resulted in the
suspension of legal enforcement actions against PDVSA, including
storage facilities in the Dutch Caribbean. To the degree these
settlements continue to be funded, they help curb the risk of a
change of control at PDVSA, which would trigger change of control
provisions at CITGO.

Parent-Subsidiary Linkage: Fitch rates the IDR of Holdco three
notches below that of its stronger subsidiary, Opco. There has
historically been a relatively strong operational linkage between
CITGO and ultimate parent PDVSA (Long-Term Foreign and Local
Currency IDRs RD). This relationship was evidenced by a history of
use of CITGO as a source of dividends to its parent, including
frequent placement of PDVSA personnel into CITGO executive
positions, control of CITGO's board by its parent, and existence of
a crude oil supply agreement. However, these linkages have weakened
in the face of recent sanctions, which effectively cut the company
off from PDVSA crude sources and continue to restrict its ability
to move dividends beyond Holdco and up to ultimate parent PDVSA.

Important legal and structural separations exist between Opco and
its parent entities. CITGO is a Delaware corporation with U.S.
domiciled assets and is separated from PDVSA by two Delaware
C-Corps. CITGO's secured debt also has strong covenant protections,
which limit the ability of the parent to dilute its credit quality.
This ring-fencing has been further reinforced by the impact of U.S.
sanctions. Key covenants include limitations on guarantees to
affiliates, restrictions on dividends, asset sales and incurrence
of additional indebtedness. Opco debt has no guarantees or
cross-default provisions related to Holdco or PDVSA debt. Fitch
believes the main source of risk stemming from CITGO's parent comes
from contagion effects (triggering change of control forced
refinancing), rather than the risk of a consolidated bankruptcy
filing.

CITGO HOLDING

Debt Supported by CITGO Petroleum Cash Flow: Ratings for CITGO
Holding reflect heightened refinance/probability of default risk,
structural subordination and a reliance on CITGO Petroleum to
provide dividends for debt service. Dividends from CITGO Petroleum
provide the majority of debt service capacity at CITGO Holding, and
are driven by refining economics and the restricted payments
basket. As part of the 2015 financing, CITGO Holding purchased $750
million in logistics assets from CITGO Petroleum, which provided
approximately $50 million in EBITDA at CITGO Holding available for
interest payments. These logistics assets are pledged as collateral
under the CITGO Holding debt package.

DERIVATION SUMMARY

At 749,000 bpd barrels per day (bpd) of crude refining capacity,
CITGO is smaller than investment-grade refiners such as Marathon
Petroleum Corporation (3.0 million bpd), Valero (2.6 million bpd),
and Phillips 66 (1.9 million bpd) but is larger than Hollyfrontier
(457,000 bpd). CITGO lacks the earnings diversification from
ancillary businesses seen at a number of its peers in areas such as
logistics MLPs, chemicals, renewables and retail. However, CITGO's
core refining asset profile is strong, given the high complexity of
its refineries, which allows it to process a large amount of
discounted heavy crudes and shale crudes, both of which boost
profitability. Given CITGO's relatively strong asset footprint,
cash flow potential and size, Fitch informally estimates that, on a
stand-alone basis with no parental rating constraints, CITGO could
be rated significantly higher than its current rating. The overhang
from ownership from PDVSA is a key constraint on the rating.

KEY ASSUMPTIONS

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

  -- West Texas Intermediate oil prices of $57.50/barrel in 2019
and 2020, and $55/barrel in 2021 and the long term;

  -- Crack spreads that revert to inflation adjusted averages,
adjusted for positive International Maritime Organization (IMO)
impacts;

  -- Capex of approximately $375 million per year from 2019-2021;

  -- No material increases in corporate SG&A;

  -- Dividends continue to be made to Holdco but at a declining
rate; cash builds substantially at both Holdco and Opco.

RATING SENSITIVITIES

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

To Remove the RWN (CITGO Petroleum):

  -- Successful refinancing of Opco revolver or equivalent
replacement liquidity;

  -- Ability to economically replace lost PDVSA crude volumes.

To Be Upgraded to 'B+' (CITGO Petroleum):

  -- Change in ownership to a higher-rated parent, or other changes
leading to a stand-alone credit analysis;

  -- Midcycle EBITDAR/gross interest + rent above approximately
4.5x.

CITGO Holding

  -- Change in ownership to a higher-rated parent, or structural
changes leading to a stand-alone credit analysis.

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

CITGO Petroleum

  -- Inability to refinance Opco revolver or find equivalent
replacement liquidity;

  -- Inability to economically replace lost PDVSA crude volumes;

  -- Weakening or elimination of key covenant protections in the
CITGO senior secured debt documents;

  -- Inability to refinance debt in the event change of control
clause is triggered;

  -- Midcycle EBITDAR/gross interest + rent below approximately
2.8x.

CITGO Holding

  -- Weakening or elimination of key covenant protections in CITGO
Holding senior secured debt documents;

  -- Inability to refinance or find equivalent replacement
liquidity for Opco revolver, given negative implications for
refinancing of Holdco notes.

LIQUIDITY

CITGO Petroleum: At Sept. 30, 2018, CITGO Petroleum had just over
$1.0 billion available in core liquidity, consisting of $896
million in secured revolver availability after deducting $4 million
in Letters of Credit, and $129 million in unrestricted cash. CITGO
Petroleum also had supplemental liquidity in the form of $120
million in availability on its accounts receivable facility, and
retains $290 million in industrial revenues bonds in treasury that
can be remarketed at the company's option. LTM figures include a
large working capital draw linked to higher oil prices, which Fitch
expects will reverse with lower oil prices. Fitch believes CITGO
Petroleum's liquidity is adequate for near-term ordinary course of
business. However, as stated earlier, the revolver expires in
July.

CITGO Holding: At Sept. 30, 2018, Holdco had unrestricted cash of
$491.3 million and total restricted cash of approximately $222
million. Of this amount, $206 million was cash maintained for a
debt service reserve account used to support principal and interest
repayments for the 10.75% 2020 senior secured notes. The 2020 notes
are now current.

Strong Recovery: The recovery analysis was based on the maximum of
going concern and liquidation value. For liquidation value, Fitch
used a 20% haircut for the company's inventories, based on the fact
that crude and refined products are easily re-sellable to peer
refiners, traders or wholesalers, and a relatively light discount
for CITGO's net PP&E, based on historical refining transactions.
These items summed to a total liquidation value of $4.7 billion.

Fitch's going concern valuation for CITGO was $6.0 billion,
comprised of expected post default EBITDA of $1.2 billion times a
5.0x multiple. The expected post default EBITDA of $1.2 billion
reflects CITGO's strong financial performance, and the positive
expected impacts of IMO for deep conversion refiners. The 5.0x
multiple is below the median 6.7x exit multiple for energy in
Fitch's Energy, Power and Commodities Bankruptcy Enterprise Value
and Creditor Recoveries (Fitch Case Studies - 20th Edition), and
reflects somewhat lower multiples for refining versus the broader
energy space. CITGO's parent has run the assets to maximize FCF to
its parent over the last several years, nonetheless, Fitch expects
there would be strong interest, regardless of any incremental capex
needs. The maximum of these two approaches was the going concern
approach of $6.0 billion.

A standard waterfall approach was then applied. Subtracting 10% for
administrative claims resulted in an adjusted EV of $5.4 billion,
which resulted in 100% recovery (RR1) for CITGO Petroleum's secured
revolver, term loan and notes including secured IRBs. A residual
value of approximately $3.1 billion remained after this exercise.
This was applied in a second waterfall at CITGO Holdco, whose debt
is subordinated to that of CITGO Petroleum. The $3.1 billion was
added to approximately $400 million in going concern value
associated with the Midstream assets ($50 million in assumed
run-rate midstream EBITDA using an 8x multiple), as well as $206
million in cash escrowed in a debt service reserve account and
earmarked for repayment of the 2020 Holdco notes. This resulted in
total initial value at Holdco of $3.7 billion. No administrative
claims were deducted in the second waterfall. As a result, Holdco
secured debt recovered at the 100% (RR1) level.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Negative:

CITGO Petroleum Corp

  -- Long-Term IDR 'B';

  -- Senior secured credit facility 'BB'/'RR1';

  -- Senior secured term loan and notes 'BB'/'RR1';

  -- Fixed-rate industrial revenue bonds 'BB'/'RR1'.

CITGO Holding, Inc.

  -- Long-Term IDR 'CCC';

  -- Senior secured notes 'B'/'RR1'.


CLEARWATER PAPER: S&P Lowers ICR to BB-, Outlook Stable
-------------------------------------------------------
U.S.–based tissue and paperboard producer Clearwater Paper Corp.
(CLW) continues to face headwinds from higher input costs and
intense competition within its tissue segment resulting in lower
volumes and prices than S&P Global Ratings' previous forecast.

On Feb. 27, 2019, S&P lowered its issuer credit rating on
Clearwater Paper Corp. to 'BB-' from 'BB'.

At the same time, S&P is also lowering its issue-level rating on
the company's senior unsecured notes to 'BB-' from 'BB'. The '3'
recovery rating remains unchanged.

"The downgrade to 'BB-' reflects our expectation that CLW's
earnings and cash flow over the next 24 months will be lower than
our previous estimates. This is because of weak performance in the
company's tissue product segment as a result of increasing
competitive pressures and volatility of input prices," S&P said.

S&P currently expect tissue sales prices will remain pressured in
2019 because of increased competition from new capacity in the
market and secondarily a continuation of imports.  It also expects
high raw materials costs to continue to pressure margins in CLWs
tissue segment as the company is unable to pass on the higher input
cost to its customers due to a highly competitive market.

"As a result, we now expect leverage of about 4.4x by the end of
2019 (RTM Q3 2018 stands at 4.1x). We previously indicated that we
could lower the rating if leverage remained above 4x at the end of
2018," S&P said.

S&P's stable outlook reflects its expectations that despite the
growth in EBITDA, it expects debt to EBITDA will remain between 4x
and 5x, levels that are more in line with the 'BB-' rating. S&P
expects the consumer products segment will see higher volume growth
in 2019 because of the Shelby Plant expansion, which should result
in some year over year EBITDA growth. However, S&P also expects
competitive pressures and volatile input costs will be headwinds
for substantial improvement in credit measures.


CLEARWATER TRANSPORTATION: Seeks Authority to Use Cash Collateral
-----------------------------------------------------------------
Clearwater Transportation, Ltd. seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to use cash
collateral in the ordinary course of its business.

The Debtor also seeks authority to grant its secured lenders with
replacement liens on its post-petition assets to the same extent,
validity and priority as their pre-petition liens as adequate
protection for any diminution in the value of their cash
collateral. The Debtor asserts that the replacement liens being
granted to any secured creditors will adequately protect their
respective interest in the cash collateral since Debtor will be
creating new accounts and credit card receivables from its
continued operations.

Likewise, the Debtor contends that the continued payment of its
obligations to its factoring companies in the ordinary course and
honoring its "pay-off" obligations to its fleet vehicle lessors and
lenders will adequate protect to those parties.

The Debtor has financed its operations through various loan and
factoring arrangements. Those loans and purported factoring
transactions are:

      (a) A Business Loan and Security Agreement and Commercial
Promissory Note in favor of FC Marketplace, LLC, and Monty Merrill
executed a Continuing Guaranty for this debt. This is a five year
loan, maturing Oct. 28, 2020, which provides for monthly payments
in the amount of $11,914.60 In connection with this loan, the
Debtor granted FC Marketplace a security interest in essentially
all of Debtor's assets. The loan is now being administered by
Pioneer Park. The Debtor is current on this loan and the current
balance is approximately $236,700.

      (b) SBA Guaranteed Loan with Newtek Small Business Finance,
LLC, which is secured by essentially all assets of the Debtor,
including its accounts and accounts receivable. The loan was
guaranteed by Clearwater Transportation Management Co., LLC
(Debtor's general partner) and Clearwater Real Estate, LLC (a real
estate company owned by Mr. Merrill). Mr. Merrill also personally
executed a guaranty in favor of Newtek. This loan is current and
the current balance is approximately $641,519. The loan provides
for monthly payments in the amount of $8,058.04.

      (c) A Promissory Note for Commercial Loan in favor of IOU
Central Inc. d/b/a IOU Financial in the loan amount of $275,000,
with a gross loan amount/principal of $297,000, which must be
repaid in sixty-six payments of $5,710.21. The loan also included a
Loan Guarantee Fee of $57,750. This 15-month loan also provides for
the monthly repayment of the Loan Guarantee Fee in the amount of
$875 per month.

      (d) A Revenue Purchase Agreement with Pearl Delta Funding,
LLC, which provides that Pearl Delta would purchase $382,019 of
Debtor's accounts, contract rights and other entitlements arising
from or relating to the payment of monies from Debtor's customers
and/or other third party payors. The Debtor is current on this
obligation and the outstanding balance owed is approximately
$350,183.

      (e) A Merchant Agreement with Funding Metrics, LLC d/b/a
Lendini for the purchase and sale of future receivables. The
Lendini obligations are repaid through ACH debits on a daily basis
in the amount of $2,121.22. The Debtor is current on this
obligation and the balance owed is approximately $271,515.

The Debtor anticipates that these Creditors and/or other parties
with contractual agreements with the Debtor may assert an interest
in its cash collateral, credit card receipts, or other funds,
receipts or receivables of Debtor based on their agreements and
non-bankruptcy law.

The Debtor also finances its rental car fleet through lease
agreements with two vehicle leasing companies and vehicle fleet
loans, as follows:

      (a) The Debtor has a Master Lease Agreement with Hinkley's,
Inc. d/b/a Hincklease, Inc. The Debtor's monthly obligation under
the Hincklease Lease is approximately $120,000.

      (b) The Debtor also has a Master Lease Agreement with Selig
Leasing Company, Inc. The Debtor's monthly obligation under the
Selig Lease is approximately $50,000.

      (c) The Debtor further finances its rental car fleet through
a Master Loan and Security Agreement with Bancorp Bank, which
covers approximately 110 vehicles and the balance on the Bancorp
Loan is approximately $1,500.  

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

            http://bankrupt.com/misc/txwb19-50292-9.pdf

                About Clearwater Transportation Ltd.

Clearwater Transportation, Ltd., a company in San Antonio, Texas,
that provides car rental services, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on
Feb. 7, 2019.  At the time of the filing, the Debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. The case is assigned to Judge Craig A. Gargotta.


COLONIAL OAKS: April 3 Hearing on Disclosure Statement
------------------------------------------------------
A hearing on the approval of the disclosure statement explaining
Colonial Oaks Mobile Home Park, LLC's plan of liquidation will be
held on April 3, 2019 at 01:30 PM.  Objections to the proposed
disclosure statement must be filed, no less than seven days before
the date of the hearing set.

Class 8 - General Unsecured Creditors are impaired. On the
Effective Date, Debtor shall pay all allowed Class 8 claims, on a
pro-rata basis, using all sales proceeds that remain after payment
of administrative and secured claims.

Class 1 - Polk County Tax Collector are impaired. Upon closing of
the sale of the Debtor's real property, the Class 1 Claim of
Yamhill County Tax Collector will be paid in full.

Class 2 - City of Independence are impaired. City of Independence
filed a secured claim for unpaid water charges, asserting a lien
pursuant to ORS 223.594. To the extent the City of Independence's
claim is allowed as a secured claim, the Class 2 Claim shall be
paid in full upon the closing of the sale of the Debtor's real
property.

Class 3 - AMR Investment Group, LLC are impaired.  AMR Investment
Group, LLC, filed a secured claim in the amount of $774,584.07,
asserting that it is fully secured by the Debtor's real property.
The Debtor disputes the amount of the Class 3 claim. To the extent
it is allowed as a secured claim, the Class 3 claim shall be paid
from the proceeds of the sale of the Debtor's real property.

Class 4 - OBB Partners, LLC, are impaired. OBB Partners filed a
secured claim in the amount of $774,584.07, asserting that it is
fully secured by the Debtor's real property. The Debtor disputes
the amount of the Class 4 claim. To the extent it is allowed as a
secured claim, the Class 4 claim shall be paid from the proceeds of
the sale of the Debtor's real property.

Class 5 - Brian Leitgeb as Personal Representative for Estate of
Irwin Leitgeb. Brian Leitgeb filed a secured claim in the amount of
$939,564.39, asserting that it is fully secured by the Debtor's
real property. The Debtor disputes the amount of the Class 5 claim,
and the claims status as secured. The Debtor anticipates the Class
5 claim will be paid approximately $400,000 upon the sale of
Debtor's real property.

Class 6 - Kenneth W. Hick are impaired.  Kenneth W. Hick has
previously asserted a security interest in the Debtor's real
property. The Debtor disputes the validity of the Class 6
creditor's asserted lien, and intends to file an adversary
proceeding to avoid the Class 6 claimant's asserted lien. To the
extent the Class 6 creditor's lien is deemed valid, the Class 6
claim shall be paid from the proceeds of the sale of the Debtor's
real property.

The Debtor has engaged a real estate broker, Marcus & Millichap, to
market and sell the Debtor's mobile home park. The list price is
$2,200,000. The Debtor intends to seek approval of certain bidding
procedures that are designed to obtain the best price for the
Debtor's property. The Debtor intends to sell its property free and
clear of liens pursuant to 11 U.S.C. Section 363, and use the
proceeds to pay creditors pursuant to the priority set forth in the
Plan, or as otherwise ordered by the Court.

A full-text copy of the Disclosure Statement dated February 15,
2019, is available at https://tinyurl.com/yxo4op3h from
PacerMonitor.com at no charge.

              About Colonial Oaks Mobile Home Park

Colonial Oaks Mobile Home Park, LLC, a single asset real estate as
defined in 11 U.S.C. Section 101(51B), has principal assets located
at 934 Main St. Independence, Oregon.

Colonial Oaks Mobile Home Park filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
18-33183) on Sept. 12, 2018.  In the petition signed by Susan
Daniell, member, the Debtor estimated $1 million to $10 million in
assets and liabilities as of the bankruptcy filing.  The case is
assigned to the Hon. Trish M. Brown.  Nicholas J. Henderson, Esq.,
at Motschenbacher & Blattner, LLP, is the Debtor's counsel.


COMMUNITY HEALTH: Subsidiary Proposes to Offer Secured Notes
------------------------------------------------------------
Community Health Systems, Inc., announced the launch of a proposed
offering of senior secured notes by its wholly owned subsidiary,
CHS/Community Health Systems, Inc.  In connection with the proposed
offering, the Company disclosed the following information with
respect to its portfolio rationalization and deleveraging strategy
to prospective investors:

In 2019, through Feb. 26, 2019, the Company divested one immaterial
hospital and four hospitals were subject to definitive agreements
for divestiture.  Annual net operating revenues in 2017 for these
four hospitals was $394 million, and the Company anticipates
receiving net proceeds of approximately $135 million from the sale
of these four hospitals.  The Company expects the sale of these
four hospitals to close in March 2019.  In addition to these
hospitals, the Company continues to receive interest from potential
buyers for certain of its hospitals.  These sale transactions are
currently in various stages of negotiation with potential buyers.
There can be no assurance that any or all of the potential
divestitures (or the potential divestitures currently subject to
definitive agreements) will be completed, or if they are completed,
the ultimate timing of the completions of these divestitures.  The
Company expects to use proceeds from divestitures to reduce debt
and/or reinvest in its facilities to strengthen its regional
networks and local market operations.

                      About Community Health

Community Health -- http://www.chs.net/-- is a publicly traded
hospital company and an operator of general acute care hospitals in
communities across the country.  The Company, through its
subsidiaries, owns, leases or operates 110 affiliated hospitals in
19 states with an aggregate of approximately 18,000 licensed beds.
The Company's headquarters are located in Franklin, Tennessee, a
suburb south of Nashville.  Shares in Community Health Systems,
Inc. are traded on the New York Stock Exchange under the symbol
"CYH."

Community Health reported a net loss attributable to the Company's
stockholders of $788 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company's stockholders
of $2.45 billion for the year ended Dec. 31, 2017.  As of Dec. 31,
2018, Community Health had $15.85 billion in total assets, $16.81
billion in total liabilities, $504 million in redeemable
non-controlling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.46 billion.

                           *    *    *

As reported by the TCR on July 2, 2018, S&P Global Ratings raised
its corporate credit rating on Franklin, Tenn.-based hospital
operator Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). The outlook is negative.  "The upgrade of
Community to 'CCC+' reflects the company's longer-dated debt
maturity schedule, and our view that its efforts to rationalize its
hospital portfolio as well as improve financial performance and
cash flow should strengthen credit measures over the next 12 to 18
months."

In May 2018, Fitch Ratings downgraded Community Health Systems'
(CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement of an offer to exchange three series of
senior unsecured notes due 2019, 2020 and 2022.


CONCISE INC: Seeks to Hire Renner and Company as Accountant
-----------------------------------------------------------
Concise, Inc. seeks authority from the U.S. Bankruptcy Court for
the District of Columbia to hire Renner and Company, CPA, P.C. as
its accountant.

Renner and Company will assist the Debtor in the preparation of all
financial documents required to be filed in its Chapter 11 case.
The firm will also help the Debtor prepare or amend tax returns.

The firm's hourly rates range from $90 to $350 based upon the skill
level of the staff assigned to do the work.

Renner and Company can be reached through:

     John J. Renner, II, CPA
     Renner and Company, CPA, P.C.
     700 North Fairfax Street, Suite 400
     Alexandria, VA 22314
     Phone: 703-535-1200
     Fax: 703-535-1205

                        About Concise Inc.

Concise, Inc. (dba - CNS) was founded in 2003, as a turnkey
in-building Distributed Antenna System Integrator (DAS).  The
Company offers wireless, infrastructure cabling, cyber|cloud
services, IT telecommunications, managed security, and engineering
design services.  Visit https://www.conciseinc.com for more
information.

Concise, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-00079) on
January 31, 2019. In the petition signed by David Johnson, chief
executive officer, the Debtor estimated $51,715 in total assets and
$3,556,125 in total liabilities.

Judge Martin S. Teel, Jr. presides over the case.  Jeffrey M.
Orenstein, Esq. at Wolff & Orenstein, LLC represents the Debtor as
counsel.


COWEN INC: Egan-Jones Withdraw BB+ Senior Unsec. Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on February 22, 2019, withdrew its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Cowen Incorporated.

Cowen Incorporated is an American multinational independent
investment bank and financial services company that operates
through two business segments: a broker-dealer and an investment
management division.


CYTORI THERAPEUTICS: Has Until Aug. 26 to Regain Nasdaq Compliance
------------------------------------------------------------------
Cytori Therapeutics, Inc., received on Feb. 26, 2019, a letter from
the staff of The Nasdaq Stock Market LLC granting the Company an
additional compliance period of 180 calendar days, or until Aug.
26, 2019, in which to regain compliance.  Nasdaq granted the
additional compliance period after the Company continued to meet
the continued listing requirement for market value of publicly held
shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the Bid Price Requirement,
and it provided notice to Nasdaq of its intent to cure the
deficiency during this second compliance period, by effecting a
reverse stock split, if necessary.

On Aug. 28, 2018, Cytori received a letter from Nasdaq notifying
the Company that the Company's common stock no longer meets a
Nasdaq requirement for continued listing on The Nasdaq Capital
Market: maintaining a minimum bid price of $1 per share, as set
forth in Nasdaq Listing Rule 5550(a)(2).  The Company was provided
until Feb. 25, 2019 to regain compliance with the continued listing
rules.

                          About Cytori

Based in San Diego, California, Cytori -- http://www.cytori.com/--
is developing, manufacturing, and commercializing
nanoparticle-delivered oncology drugs and autologous
adipose-derived regenerative cell (ADRC) therapies within its
Nanomedicine and Cell Therapy franchises, respectively.  Cytori
Nanomedicine is focused on the liposomal encapsulation of
anti-neoplastic chemotherapy agents, which may enable the effective
delivery of the agents to target sites while reducing systemic
toxicity.  The Cytori Nanomedicine product pipeline consists of
ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast
cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a
complex/hybrid generic drug, and ATI-1123 patented
albumin-stabilized pegylated liposomal docetaxel for multiple solid
tumors.  Cytori Cell Therapy, prepared within several hours with
the proprietary Celution System and administered to the patient the
same day, has been shown in preclinical and clinical studies to act
principally by improving blood flow, modulating the immune system,
and facilitating wound repair.  As a result, Cytori Cell Therapy
may provide benefits across multiple disease states and can be made
available to the physician and patient at the point-of-care.

Cytori reported a net loss of $22.68 million for the year ended
Dec. 31, 2017, compared to a net loss of $22.04 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Cytori had $25.53
million in total assets, $19.39 million in total liabilities and
$6.13 million in total stockholders' equity.

The audit report of the Company's independent registered public
accounting firm BDO USA, LLP, in San Diego, California, covering
the Dec. 31, 2017 consolidated financial statements contains an
explanatory paragraph that states that the Company's recurring
losses from operations, liquidity position, and debt service
requirements raise substantial doubt about its ability to continue
as a going concern.


DECOR HOLDINGS: Olshan Frome Represents Valdese, 2 Others
---------------------------------------------------------
Olshan Frome Wolosky LLP filed with the U.S. Bankruptcy Court for
the Eastern District of New York a verified statement pursuant to
Federal Rule of Bankruptcy Procedure 2019, stating that it is
representing multiple entities in the Chapter 11 cases of Decor
Holdings, Inc., Decor Intermediate Holdings LLC, The Robert Allen
Duralee Group, Inc., The Robert Allen Duralee Group, LLC, and The
Robert Allen Duralee Group Furniture, LLC.

Olshan Frome represents these creditors:

   (1) Valdese Wavers LLC
       1000 Perkins Road SE
       Valdese, NC 28690

Valdese has an economic interest of approximately $2,600,000
arising from sale of inventory to Debtor.

   (2) Europatex Inc.
       301, Summit Avenue
       Jersey City, NJ 07306

Europatex has an economic interest of $90,294 arising from sale of
inventory to Debtors.

   (3) Euro Cargo Express, Inc.
       20 East Sunrise Highway
       Valley Stream, NY 11581

Euro Cargo has an economic interest approximately $60,000
logistical and import services provided to the Debtor.

Olshan Frome can be reached at:

     Michael S. Fox, Esq.
     Jonathan Koevary, Esq.
     OLSHAN FROME WOLOSKY LLP
     1325 Avenue of the Americas
     New York, NY 10019
     Tel: 212.451.2300
     Email: mfox@olshanlaw.com
            jkoevary@olshanlaw.com

                   About Robert Allen Duralee Group

The Robert Allen Duralee Group - https://www.robertallendesign.com/
-- is a supplier of decorative fabrics and furniture to the design
industry in the United States.  In addition to their own extensive
product lines, the Robert Allen Duralee Group represents six other
furnishing companies, including Paris Texas Hardware, The Finial
Company, Clarke & Clarke, Thibaut and Byron & Byron.  The Robert
Allen Duralee Group maintains showroom premises located in major
metropolitan cities across the United States and Canada, and an
extensive worldwide agent showroom network that collectively
service more than 30 countries around the globe.  Decor is a
privately-owned company with headquarters in Hauppauge, New York.

The Robert Allen Duralee Group, Inc., and 4 related entities,
including ultimate parent Decor Holdings, Inc., sought Chapter 11
protection on Feb. 12, 2019. The lead case is In re Decor Holdings,
Inc. (Bankr. E.D.N.Y., Lead Case No. 19-71020).

Decor Holdings estimated assets of $50 million to $100 million and
liabilities of $50 million to $100 million as of the bankruptcy
filing.

The Hon. Robert E. Grossman is the case judge.

The Debtors tapped Hahn & Hessen LLP as counsel; Halperin Battaglia
Benzija, LLP, as special counsel; RAS Management Advisors, LLC, as
restructuring advisor; Blum Shapiro as tax advisor; SSG Capital
Advisors, LLC, as investment banker; Great American as sales agent;
and Omni Management Group, Inc., as claims agent.


DEEP END: Seeks to Hire Rountree Leitman as Legal Counsel
---------------------------------------------------------
Deep End, LLC seeks authority from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Rountree, Leitman & Klein,
LLC as its legal counsel.

The services to be provided by the firm include legal advice
regarding the Debtor's powers and duties under the Bankruptcy Code,
examination of claims of creditors, and the preparation and
implementation of a Chapter 11 plan of reorganization.

Rountree Leitman's standard hourly rates are:

     William Rountree     Attorney      $425
     David Klein          Attorney      $395
     Hal Leitman          Attorney      $270
     Sam Tzoberi          Attorney      $400
     Blaine Allen         Law Clerk     $150
     Racquelle James      Law Clerk     $150
     John Parker          Law Clerk     $150
     Sharon Wenger        Paralegal     $120
     Yasmin Alamin        Paralegal     $120
     Ben Wenger           Paralegal     $120

The Debtor paid a retainer of $12,000 to Rountree Leitman.

William Rountree, Esq., a partner at Rountree Leitman, attests that
his firm has no connection with the creditors or any other "party
in interest."

The firm can be reached through:

     William A. Rountree
     Rountree, Leitman & Klein, LLC
     2800 North Druid Hills Road
     Building B, Suite 100
     Atlanta, GA 30329
     Phone: (404) 584-1244
     Fax : (404) 581-5038
     Email: wrountree@randllaw.com

                        About Deep End LLC

Based in Atlanta, Georgia, Deep End, LLC filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 19-52818) on February 20, 2019,
listing under $1 million in both assets and liabilities. William A.
Rountree, Esq., at Rountree, Leitman & Klein, LLC, represents the
Debtor as counsel.


DELICIAS DE MINAS: Seeks to Hire Wasserman as Substitute Counsel
----------------------------------------------------------------
Delicias De Minas Restaurant LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Wasserman,
Jurista & Stolz, P.C. as substitute counsel.

The firm will represent the Debtor in its Chapter 11 case and will
be paid at these hourly rates:

     Steven Z. Jurista, Partner              $575
     Daniel M. Stolz, Partner                $575
     Stuart M. Brown, Of Counsel             $550
     Keith Marlowe, Of Counsel               $500
     Leonard C. Walczyk, Partner             $450
     Scott S. Rever, Partner                 $425
     Donald W. Clarke, Partner               $375
     Lorrie L. Denson, Bankruptcy Paralegal  $200
     Legal Assistants                        $150

The firm will be employed under a general retainer in the amount of
$20,000.

Scott Rever, Esq., at Wasserman, attests that he and his firm are
disinterested under Section 101(14) of the Bankruptcy Code.

Wasserman can be reached through:

     Scott S. Rever, Esq.
     Wasserman, Jurista & Stolz, P.C.
     110 Allen Road, Suite 304
     Basking Ridge, NJ 07920
     Phone: (973) 467-2700
     Fax: (973) 467-8126

                About Delicias De Minas Restaurant

Delicias De Minas Restaurant LLC, a small business debtor as
defined in 11 U.S.C. Section 101(51D), operates a buffet restaurant
offering Brazilian cuisine in Newark, New Jersey.

Delicias De Minas Restaurant sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 17-31101) on October
18, 2017.  Wendel Correa, partner and owner, signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.

Judge Stacey L. Meisel presides over the case.


DESERT LAND: Exclusive Plan Filing Period Extended Until March 1
----------------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Nevada extended the period during which Desert Land, LLC and its
affiliated debtors have the exclusive right to propose and seek
confirmation of a plan through March 1.

                        About Desert Land

On April 30, 2018, Tom Gonzales commenced an involuntary petition
for relief under Chapter 7 of the Bankruptcy Code against Desert
Land, LLC. The petitioning creditor was Bradley J. Busbin, as
trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P.
Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents
the Trustee.

The court ordered the conversion of the Chapter 7 case to a case
under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No.
18-12454).  The Debtor's affiliates are Desert Oasis Apartments
LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC.

The Debtors tapped Schwartzer & McPherson Law Firm as bankruptcy
counsel, and Curtis Ensign, PLLC as special litigation counsel.


DIPLOMAT PHARMACY: Moody's Lowers CFR to 'B2', Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Diplomat
Pharmacy, Inc. including the Corporate Family Rating to B2 from B1,
the Probability of Default Rating to B2-PD from B1-PD, the senior
secured rating to B2 from B1, and the Speculative Grade Liquidity
Rating to SGL-3 from SGL-2. The rating outlook is negative.

The downgrade of the Corporate Family Rating to B2 from B1 reflects
challenging conditions in Diplomat's two major operating segments
-- specialty pharmacy and pharmacy benefit management (PBM) -- that
will keep debt/EBITDA elevated above the 4.5x threshold that
Moody's incorporated in the prior rating of B1.

The downgrade also incorporates Moody's view that rapidly changing
industry conditions will persist, continuing to pressure Diplomat's
operating performance. These include consolidation of large
insurers and competing PBMs, and pharmaceutical pricing pressure.
These conditions are leading to underperformance in both segments.
In specialty distribution, large integrated competitors are
steering more specialty prescriptions to in-house specialty
businesses. In the PBM division, Diplomat faces execution
challenges in rebranding itself as CastiaRx and winning new
business in an increasingly competitive industry.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
from SGL-2 reflects reduced liquidity flexibility because of
outstanding revolver drawdowns, and upcoming step-downs in
financial maintenance covenants in Diplomat's credit agreement.

Ratings downgraded:

Corporate Family Rating, to B2 from B1

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

Guaranteed Senior secured first lien credit facilities, to B2
(LGD4) from B1 (LGD4)

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Outlook actions:

Changed to Negative from Stable

RATINGS RATIONALE

Diplomat's B2 Corporate Family Rating reflects its niche position
as a specialty pharmacy operator and its recent expansion into the
pharmacy benefit management (PBM) space. In both business lines,
Diplomat ranks considerably smaller than leading players including
CVS, Walgreen, and Express Scripts. In light of the considerable
industry risks, financial leverage is high, with pro forma LTM
9/30/2018 debt/EBITDA of about 4.7x. Although there is limited
visibility into Diplomat's 2019 earnings at this juncture, Moody's
anticipates that debt/EBITDA will rise due to a significant
contraction in earnings. The ratings are supported by Moody's
expectation for solid free cash flow, under a variety of earnings
scenarios, and the increasing use of specialty pharmacy treatments
industry-wide.

The SGL-3 liquidity rating reflects adequate liquidity, based on
Moody's expectation of positive free cash flow in 2019. This is
offset by significant borrowings under the company's $250 million
revolving credit agreement, totaling $178 million as of September
30, 2018. In addition, the SGL-3 rating reflects tightening cushion
under financial maintenance covenants in late 2019 and in early
2020. The total net leverage covenant of 6.0x steps down to 5.75x
on March 31, 2019, 5.5x on September 30, 2019 and 5.0x on March 31,
2020, with further step-downs subsequently. The minimum
EBITDA/interest covenant of 2.75x steps up to 3.0x on and after
December 31, 2019.

The B2 rating on the senior secured credit facilities reflects a
1-notch positive override from the Loss Given Default (LGD) model
implied outcome of B3. The override reflects that there can be
significant volatility in Diplomat's trade payables, which is large
relative to Diplomat's funded debt.

The rating outlook is negative, reflecting challenging conditions
in both major segments, and the potential for earnings to continue
to erode based on the competitive landscape.

Factors that could lead to a downgrade include weak trends in
specialty dispensing rates or profitability per script, high client
turnover, legislative risks, or increasing concerns about
Diplomat's competitive position, or an erosion in liquidity.
Specifically, debt/EBITDA sustained over 6.0x could cause negative
rating pressure.

Factors that could lead to an upgrade include improved business
trends in both the specialty and PBM businesses, achievement of
solid growth and high customer retention, and debt/EBITDA sustained
below 4.5x.

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


DITECH HOLDING:  Seeks to Hire PwC as Tax Consultant
----------------------------------------------------
Ditech Holding Corporation and its affiliated debtors seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to hire PricewaterhouseCoopers LLP.

The firm will serve as tax, valuation and accounting consultant
pursuant to the terms of its engagement agreements with the
Debtors, and will be paid at these hourly rates:

     Partner/Principal          $700 - $1,050
     Managing Director            $600 - $943
     Director/Senior Manager      $500 – $848
     Manager                      $440 - $661
     Senior Associate             $300 - $550
     Associate                    $200 - $473  
     Administrative Services             $135

The specific services to be provided by PwC under the engagement
agreements are as follows:

* REMIC Tax Compliance Engagement Letter

     a. prepare the applicable Federal Forms 1066 U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return for the tax
years ending December 31, 2016, December 31, 2017, and December 31,
2018;

     b. prepare the Quarterly Schedule Qs and associated
Supplemental Information Statements for the REMICs for the tax
years ending December 31, 2016, December 31, 2017, and December 31,
2018;

     c. maintain investor and trustee relations and respond to
inquiries; and

     d. provide 2019 tax compliance services.

The fee for the 2016 - 2018 tax compliance services will be $37,500
each year.  All PwC subcontractor fees are included in the agreed
fee.  

* Tax Consulting Services Engagement Letter

     a. review tax information pertaining to the Debtors to
estimate available tax attributes (e.g., net operating losses
(NOLs), R&D credits, general business credits) and the estimated
inside tax basis;

     b. analyze the U.S. federal income tax consequences of the
Debtors' restructuring, including the treatment and consequences of
any cancellation of indebtedness income (CODI);
  
     c. assist the Debtors and their advisors in the evaluation of
their tax attributes available following tax attribute reduction
for CODI, and applicable limitations upon the future utilization of
such tax attributes;

     d. assist with tax related modeling, including prospective
effective cash taxes post-emergence from bankruptcy, estimated
depreciation and amortization deductions, and potential step-up or
stepdown in basis for tax purposes that may be created as part of a
restructuring;

     e. discuss tax analysis and advice with the Debtors'
restructuring advisors;

     f. advise management in its development of the proposed
restructuring plan and provide assistance from a tax perspective
with the preparation of the restructuring step-plans;

     g. monitor the stock ownership of DHCP prior to the effective
date of the restructuring to aid in the Debtors' effort to protect
the potential value of their NOLs, which could be subject to
limitation if the Debtors experiences an "ownership change" as a
result of certain equity transactions;

     h. develop and maintain the DHCP ownership shift analysis
model on a quarterly basis through completion of the
restructuring;

     i. assist with the analysis and documentation relating to the
application of the Section 382(l)(5) "safe harbor" to the
"ownership change" expected to occur in connection with the
restructuring;

     j. read transaction documentation and provide tax related
comments; and

     k. provide other tax advice related to the restructuring, as
requested by the Debtors.

PwC will charge these hourly fees:

     Partner/Principal          $700 - $1,050
     Managing Director            $600 - $943
     Director/Senior Manager      $500 – $848
     Manager                      $440 - $661
     Senior Associate             $300 - $550
     Associate                    $200 - $473  
     Administrative Services             $135

* Section 382 Tax Impacts SOW

      a. prepare an unpopulated model/work plan to assist the
Debtors with calculating section 382 limitation subsequent to the
restructuring assuming the Debtors elect out of section 382(l)(5)
thus causing section 382(l)(6) to apply.  This model/work plan will
also include calculations of any Net Unrealized Built in Gain or
Loss, and any Recognized Built In Gain or Loss that may exist at
the time of the restructuring. Finally, this model will include
footnotes and comments explaining the relevant laws and the key
inputs to the model.

     b. provide post-restructuring documentation and support as
requested by DHCP or its auditors.

PwC will charge these hourly fees:

     Partner/Principal          $700 - $1,050
     Managing Director            $600 - $943
     Director/Senior Manager      $500 – $848
     Manager                      $440 - $661
     Senior Associate             $300 - $550
     Associate                    $200 - $473  
     Administrative Services             $135

* Recurring Tax Services Engagement Letter

     a. provide advice and answers to questions on federal, state,
and local, and international tax matters; and

     b. provide advice or assistance with respect to matters
involving the Internal Revenue Service and other tax authorities on
an as-needed or as-requested basis.

* Tax Provision Services Engagement Letter

     a. assist management with the review of the year-end 2018 and
2019 quarterly valuation allowance computations; and

     b. assist management with the review of the 2018 year-end and
2019 quarterly tax provision calculations based on a mutually
agreed upon scope inclusive of considerations related to the
Company'’s bankruptcy, fresh-start accounting, and accounting for
the impact of tax law changes.

PwC will charge these hourly fees:

      Partner/Principal            $700 - $1,050
      Managing Director              $600 - $900
      Director                       $500 – $700
      Manager                        $450 - $600
      Senior Associate               $300 - $550
      Associate and other staff      $200 - $400

* Tax Advisory SOW

     a. assist the Debtors with annual review of valuation
allowance and other tax provision work;

     b. advise management on the application of Section 382 Change
in Ownership, Monitoring, Analysis and Reporting;

     c. advise and assist the Debtors with the preparation of 2018
federal income tax return;

     d. advise on potential accounting and reporting issues based
on the information and facts provided by the Debtors that include
suggestions on possible alternative accounting and reporting
treatments that may be available for their consideration;

     e. advise on potential financial reporting and federal income
tax return considerations related to proposed or executed
transactions;

     f. review and compile calculations positions related to Walter
Energy matter, if applicable;

     g. provide accounting advice and other advisory
services-related tax matters as they arise;

     h. advise and assist the Debtors with Section 382(l)(5)(6)
work and NUBIL/NUBIG analysis;

     i. advise and assist the Debtors on REMIC Trust Tax Reporting
and Compliance Services for the 2018 tax year;

     j. advise on potential compensation matters, including new
management incentive plan, if applicable; and

     k. assist with modeling, analysis, technical issues, review of
tax positions, and review of memos related to the Plan for purposes
of financial reporting, estimates taxes and bankruptcy related
filing.

PwC will charge these hourly fees:

     Partner/Principal          $700 - $1,050
     Managing Director            $600 - $943
     Director/Senior Manager      $500 – $848
     Manager                      $440 - $661
     Senior Associate             $300 - $550
     Associate                    $200 - $473  
     Administrative Services             $135

* Valuation SOW

     a. assist the Debtors in estimating the fair values of one or
more intangible assets pursuant to ASC 350, Intangibles-Goodwill
and Other; and

     b. provide assistance and advice to the Debtors on valuation
matters, including providing fair value estimates of certain assets
(including intangible assets), liabilities, or business interests,
and scenario and sensitivity analyses of those estimates based on
the Debtors' projected financial information, varying assumptions,
and other inputs in support of the execution of the plan and
bankruptcy filing (e.g. valuation in support of fresh-start
accounting upon emergence from bankruptcy).

PwC will charge these hourly fees:

     Partner/Principal           $984
     Managing Director           $821
     Director/Senior Manager     $782
     Manager                     $600
     Senior Associate            $500
     Associate                   $422

* Accounting and Financial Reporting SOW

     a. advise the management on the timing of key milestones and
milestone interdependencies;

     b. advise the management on the application of ASC 852
Reorganization accounting and guidance;

     c. provide examples of other public company financial
statements as illustrations of bankruptcy accounting application;

     d. perform scoping exercise by reviewing trial balance
accounts to identify accounts requiring bankruptcy adjustments and
accounts requiring modified cut-off procedures for a mid-month
filing or emergence;

     e. advise management on the preparation of quarterly financial
statements footnotes and disclosures;

     f. read the Debtors' prepared draft financial statement
disclosures, presentations formats, and drafts and provide comments
for their consideration;

     g. evaluate the current accounting for significant
transactions and, where applicable, provide suggestions and/or
alternative treatments for the Debtors' consideration;

     h. prepare a detailed listing of accounting and operational
issues that will need to be resolved for post emergence financial
reporting;

     i. review and compile claims detail for purposes of financial
reporting and GAAP; and

     h. advise management on accounting and other accounting
related complexities that may arise from the bankruptcy.

PwC will charge these hourly fees:

     Partner/Principal           $839 – $994
     Managing Director           $757 – $943
     Director/Senior Manager     $715 – $848
     Manager                     $525 – $661  
     Senior Associate            $460 – $544
     Associate                   $415 – $473
     Administrative Services            $135

Daniel Goerlich, a partner at PwC, disclosed in a court filing that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Daniel Goerlich
     PricewaterhouseCoopers LLP
     1075 Peachtree Street NE, Suite 2600
     Atlanta, GA 30309
     Tel: (678) 419 1000
     Fax: (678) 419 1239

                 About Ditech Holding Corporation

Ditech Holding Corporation and its subsidiaries --
http://www.ditechholding.com/-- are independent servicer and  
originator of mortgage loans.  Based in Fort Washington,
Pennsylvania, the Debtors have approximately 3,300 employees and
service a diverse loan portfolio.

Ditech Holding and certain of its subsidiaries, including Ditech
Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on
Feb. 11, 2019, after reaching terms with lenders of a Chapter 11
plan that will reduce debt by $800 million.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Houlihan Lokey as investment banker and AlixPartners LLP as
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims and
noticing agent.

Kirkland & Ellis LLP and FTI Consulting Inc. serve as the
consenting term lenders' legal counsel and financial advisor,
respectively.


DJ HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: DJ Holdings, LLC
        7801 County Road 13 North
        Saint Augustine, FL 32092

Business Description: DJ Holdings, LLC is a privately held
                      company that operates in the restaurant
                      industry.  The Company previously sought
                      bankruptcy protection on Sept. 19, 2016
                      (Bankr. M.D. Fla. Case No. 16-3517).

Chapter 11 Petition Date: February 27, 2019

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

Case No.: 19-00679

Debtor's Counsel: Douglas C. Higginbotham, Esq.
                  925 Forest St.
                  Jacksonville, FL 32204
                  Tel: 904-354-6604
                  Fax: 904-354-6606
                  E-mail: higginlaw@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph M. Tuttle, manager.

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/flmb19-00679.pdf


DRAGON HOPS: Seeks to Hire Culbert & Schmitt as Counsel
-------------------------------------------------------
Dragon Hops Brewing LLC seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Culbert &
Schmitt, PLLC as its legal counsel.

The firm will assist the Debtor in the administrative aspects of
its Chapter 11 case, prepare its schedules of assets and
liabilities, statement of financial affairs and plan of
reorganization, and provide other legal services in connection with
the case.

Ann Schmitt, Esq., the firm's attorney who will be handling the
case, will charge an hourly fee of $375.

Culbert & Schmitt received a $10,000 retainer, of which $1,717 was
used to pay the filing fee.  An additional $281 was applied to fees
incurred prior to the Debtor's bankruptcy filing.

Ms. Schmitt attests that her firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Culbert & Schmitt can be reached through:

     Ann Schmitt, VSB
     Culbert & Schmitt,PLLC
     40834 Graydon mnaor Lane
     Lessburg, VA 20175
     Phone: 703-737-7797
     Fax : 703-439-2859
     Email: aschmitt@culbert-schmitt.com

                   About Dragon Hops Brewing LLC

Dragon Hops Brewing LLC, a brewery based in Purcellville, Virginia,
filed a voluntary Chapter 11 petition (Bankr. E.D. Va. Case No.
19-10426)on February 9, 2019, listing under $1 million in both
assets and liabilities. The case has been assigned to Judge Brian
F. Kenney.  Ann E. Schmitt, Esq., at Culbert & Schmitt, PLLC,
represents the Debtor as counsel.


DWS CLOTHING: Seeks to Hire Altmann & Associates as Accountant
--------------------------------------------------------------
DWS Clothing Too, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Altmann & Associates
Inc. as its accountant.

The firm has agreed to prepare the Debtor's tax returns and provide
other accounting services necessary to administer its bankruptcy
estate.

The firm will be paid an hourly fee of $125 for bookkeeping and
preparation of tax returns and will receive reimbursement for
work-related expenses.

As disclosed in court filings, Altmann & Associates does not
represent any interest adverse to the Debtor and its bankruptcy
estate or creditors.

The firm can be reached through:

     Paul Altmann
     Altmann & Associates Inc.
     1136 Se Osceola St
     Stuart, FL 34996
     Phone: 561-901-5422

                      About DWS Clothing Too

Operating as Alene Too, DWS Clothing Too, LLC sells women's
clothes.

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


FIRST QUANTUM: S&P Alters Outlook to Negative, Affirms 'B' Rating
-----------------------------------------------------------------
The copper producer First Quantum Minerals (FQM) recently published
its 2018 annual results. While profitability was as S&P Global
Ratings expected, downward revision in 2019 EBITDA and higher debt
alludes to further delays in the company's deleveraging.

On Feb. 27, S&P revised its outlook on FQM to negative from stable
and affirmed its 'B' rating.  

S&P has revised the outlook on FQM to negative following its recent
revision of Zambia's outlook to negative.  
On Feb. 22, 2019, S&P revised its outlook on its 'B-' sovereign
rating on Zambia, which continues to represent the vast majority of
FQM's cash flows, to negative.

The recent rating action on Zambia reflects the risks associated
with its rising external financing needs and low foreign currency
reserves over the next six-to-12 months. In 2018, FQM generated
around 70% of EBITDA from its Zambia-based assets as the largest
copper producer in the country and mining contributor to the state
budget. Previously, S&P considered one notch above the transfer and
convertibility (T&C) assessment of Zambia to be a cap on FQM's
rating. Over time, with the ramp-up of Cobre Panama, Zambia's share
in group EBITDA is expected to decrease toward 50% by 2020. This
may support a reassessment of the linkage between the two ratings.

FQM's flagship greenfield project Cobre Panama is on track for
commercial production in the second half of 2019. In February, the
company achieved a major milestone with the introduction of the
first ore to the processing plant, further reducing execution risk.
Upon completion, the company's copper output will increase by
around 50% to 840kt-870kt in 2020 and so improve its overall
position on the cash-cost curve. S&P understands that the recent
legal issues around Cobre Panama's license have no impact on the
operations.

FQM's recent $2.7 billion refinancing package is positive in terms
of maturity profile, liquidity, and covenants. The company replaced
its $1.5 billion revolving credit facility (RCF) with a $1.2
billion line and a new $1.5 billion amortizing term loan. This adds
around $0.4 billion to its liquidity sources. The refinance smooths
the debt maturity profile, with the first sizable amortization in
2021 and $2.7 billion of debt maturing in December 2022. Covenants
were reset at a more comfortable level.

"Deleverage will take slightly more time. We previously assumed
that the company would improve its adjusted debt to EBITDA to 4x-5x
by the end of 2018 with a further meaningful improvement in 2019.
With higher-than-expected capex and a downward revision in our
assumption for copper prices, we now assume adjusted debt to EBITDA
to be 4.5x-5.0x by end-2019," S&P said.  

S&P said it views positively the company's plans to reduce absolute
debt by $2 billion before embarking on new projects (under S&P's
price assumptions this could take at least three years to achieve).
Reported net debt as of Dec. 31, 2018 was $6.5 billion.

"The negative outlook reflects that we could lower the rating on
FQM in the coming 12 months if we downgrade Zambia and lower its
T&C assessment. Zambia currently represents about 70% of FQM's
EBITDA and cash flows," S&P said.

"Under our base-case scenario, we forecast adjusted debt to EBITDA
in the range of 4.5x-5.0x in 2019. With the commissioning of the
greenfield copper project, Cobre Panama, in the second half of
2019, we expect further improvement in credit metrics in 2020. We
continue to view adjusted debt to EBITDA of 4x-5x as commensurate
with the current rating," S&P said.

In addition to a potential change in the T&C assessment of Zambia,
S&P could also take a negative rating action if it saw S&P Global
Ratings-adjusted debt to EBITDA increasing to above 5x in 2019,
without a clear prospect of deleveraging in the following year.
This could be the case if the company saw:

-- A combination of a material drop in copper prices together with
lower production. This is unlikely in 2019 because the company has
some hedges in place, and S&P factors in its forecast limited
volumes from Cobre Panama.

-- Embarking on a new sizable greenfield project or a material
acquisition.

S&P could also lower the rating if the company needed to pay more
than several hundred million dollars from its ongoing legal
disputes, or if the situation starts to affect the company's
operations in Zambia--for example if exports of copper or imports
of consumables and spare parts are disrupted.

S&P could stabilize the outlook on FQM in tandem with a
stabilization of the outlook on the sovereign rating on Zambia.

That said, over time the ramp-up of the Cobre Panama project and
the reduction in the exposure of FQM to Zambia could lead to a
looser linkage between Zambia's T&C assessment and FQM's rating.


FREEPORT-MCMORAN INC: Fitch Alters Outlook on BB+ IDR to Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Freeport-McMoRan Inc.'s (FCX) Issuer
Default Rating (IDR) at 'BB+'. The Rating Outlook has been revised
to Stable from Negative.

The ratings reflect FCX's high-quality assets, strong liquidity and
improved capital structure. While Fitch expects FFO adjusted
leverage to be above 5x in 2019 while Grasberg transitions to
underground mining, substantial cash on hand will allow development
capital spending and debt repayment through the transition period.
Fitch expects FFO leverage in 2020 to be below 3.5 and to be below
3x thereafter. The Outlook has been revised to Stable as a result
of the resolution of FCX's ownership, economic interests, and
long-term operation of the Grasberg deposit in Indonesia.

KEY RATING DRIVERS

Competitive Cost Profile: The company's assets are large-scale,
long-lived mines with competitive costs in North America, average
costs in South America and low first-quartile costs in Indonesia.
FCX scaled back development during the commodities slump, except
for the Cerro Verde (Peru) expansion completed in 2015, underground
development at Grasberg (Indonesia) and development at Lone Star
(U.S.-first production expected at the end of 2020). FCX has
several brownfield development opportunities to pursue if the
company believes copper prices would justify investment.

Transition Years at Grasberg: Mining at the Grasberg deposit is
transitioning to underground which is expected to reduce copper
volumes by 46% and 33% from 2018 volumes in 2019 and 2020,
respectively. Fitch expects operating EBITDA to decline to about
$3.2 billion in 2019 and $4.3 billion in 2020 compared with $6.4
billion in 2018 under its rating case. Fitch expects FCF to be
negative by as much as $0.7 billion in 2019 and marginal in 2020
but to eclipse 2018 levels on average thereafter. The company had
available cash of $3.8 billion as of Dec. 31, 2018 which should
support current dividends, capex guidance and $1 billion of debt
maturing over the next two years handily.

Indonesia Divestiture Requirement Satisfactorily Resolved: On Dec.
21, 2018, FCX completed transactions in Indonesia extending the
company's long-term mining rights over the Grasberg deposit and
reducing share ownership of that asset. FCX now has a 48.76% share
ownership in PT Freeport Indonesia (PT-FI) and the remaining 51.24%
share ownership is collectively held by PT Indonesia Asahan
Aluminium (PT Inalum-an Indonesian state-owned enterprise) and PT
Indonesia Papua Metal Dan Mineral (PTI - which is owned by PT
Inalum and the provincial/regional government in Papua, Indonesia).
As a result of arrangements related to the transaction FCX will
retain an economic interest in PT-FI expected to approximate 81%
from 2019 through 2022.

Extension of Grasberg Mining Rights Satisfactorily Resolved:
Concurrent with closing the divestiture and shareholder agreements,
the Indonesian government granted PT-FI a special mining license
(IUPK) to replace FCX's former contract of work (COW). Under the
terms of the IUPK, PT-FI has been granted an extension of mining
rights through 2031, with rights to extend mining rights through
2041, subject to PT-FI constructing a smelter by December 2023 and
fulfilling its fiscal obligations under the license and related
agreements. The IUPK and related agreements is legally enforceable
through 2041. Key fiscal terms include a 25% corporate income tax
rate, a 10% profits tax on net income and royalties of 4% for
copper and 3.75% for gold. In addition, FCX has rights to resolve
investment disputes with the Indonesian government through
international arbitration.

Indonesian Smelter/Concentrate Exports Manageable: The smelter is
in the early stages of planning, is expected to cost approximately
$3 billion. The company intends to pursue third-party partners and
non-recourse financing. FCX's share of spending for the project
will be 48.76% according to its ownership of PT-FI.

The IUPK also requires PT-FI to pay export duties of 5%, declining
to 2.5% when smelter development progress exceeds 30% and
eliminated when smelter progress exceeds 50%. PT-FI has been paying
export duties since July 2014. PT-FI's export duties charged
against revenues totaled $180 million in 2018, $115 million in 2017
and $95 million in 2016. Fitch expects PT-FI to continue to receive
export licenses and that duties paid will decline during the
transition years.

Indonesian Tailing Matters Manageable: For more than 20 years,
PT-FI has used a river system to transport tailings from the
highlands into a containment area in the lowlands with governmental
approval and with no unanticipated impacts. The agreement required
PT-FI to retain 50% of tailings within the deposition area over the
life of the mine. In April 2018, Indonesia's Ministry of
Environment and Forestry (MOEF) issued decrees requiring that 95%
of tailings be retained within the deposition area and established
suspended solid standards that are lower than natural sediment
standards for the unimpacted river system.

In December 2018, the MOEF issued a new decree that would target
continuous improvement in a manner that would not impose new
technical risks or significant long-term costs to PT-FI's
operations. The new framework enables PT-FI to maintain compliance
with site-specific standards and provides for ongoing monitoring by
the MOEF. In 2018, PT-FI recorded a $32 million charge for
assessments of prior period permit fees with the MOEF related to
forestry areas.

Lone Star Project Advancing: The project utilizes infrastructure at
Safford mine (in Arizona) and is expected to cost $850 million
($290 million spent through December 2018). FCX began pre-stripping
in first-quarter 2018 with first copper expected by year-end 2020.
Annual production is expected to average 200 million lbs. of copper
per year and the mine life is estimated at 28 years. The Safford
mine is expected to cease production in 2025, but there are sulfide
ores that could be exploited if market conditions allow.

De-leveraging: Debt repayment in 2018 included $0.7 billion of
pre-payments and $1.4 billion that was paid at maturity. FCX's FFO
adjusted net leverage was 1.7x at Dec. 31, 2018 but could raise to
roughly 4x by year-end 2019 as the open pit operations at Grasberg
wind down and while the underground operations ramp-up. FFO net
leverage would fall below 2x by the end of 2021 at copper prices of
in the $2.72/lb. - $3.00/lb.

Exposure to Copper: Copper accounted for 75% of consolidated
revenues in 2018. FCX estimates a $0.10/pound change in the price
of copper would change annual EBITDA by $350 million and annual
operating cash flow by $275 million on average in 2019-2020.
Average realized copper prices were $2.91/lb. in 2018, compared
with the current London Metal Exchange 2019 price of $2.87/lb. and
Fitch's assumptions of $2.95/lb. in 2019, $3.08/lb. in 2020 and
$3.18/lb. longer-term.

DERIVATION SUMMARY

FCX's closest operational peer is Grupo Mexico S.A.B. de C.V.
(GMEX, IDR BBB+/Stable), given the spread of its copper assets,
although Fitch notes GMEX also has rail and infrastructure assets
which changes the overall risk profile. FCX is less profitable than
GMEX and is expected to have toppy leverage in 2019 as underground
mining at Grasberg ramps-up but would generally have a financial
profile consistent with GMEX. FCX's financial profile is broadly in
line with 'BBB-' rated peers Teck Resources Ltd, Anglo American
Plc, Kinross Gold Corp., and Yamana Gold Inc.

KEY ASSUMPTIONS

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

  - Copper production at 3.1 billion, 3.3 billion and 4.1 billion
pounds in 2019, 2020, and 2021 respectively.

  - Unit site cost at $1.94/lb. on average in 2019-2021.

  - Fitch's commodity price assumptions:of gold at $1,200/oz.; LME
spot copper at $6,500/tonne in 2019, $6,800/tonne in 2020 and
$7,000/tonne thereafter.

  - Capex at guidance.

  - No change in dividend policy.

RATING SENSITIVITIES

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

  - Expectation of FFO adjusted leverage below 2.8x on a sustained
basis.

  - Total debt/EBITDA below 2.3x on a sustained basis.

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

  - Failure to maintain approval to export concentrate on
reasonable terms from Indonesia.

  - FFO-adjusted leverage staying above 3.5x on a sustained basis.

  - Total debt/EBITDA above 3x on a sustained basis.

  - Expectations of negative FCF on average.

LIQUIDITY

Robust Liquidity: Fitch expects roughly $0.7 billion of negative
FCF generation for 2019. Available Cash on hand was $3.87 billion
and $3.5 billion was available under the revolving credit facility
(scant utilization for LOCs) at Dec. 31, 2018.

The revolver matures in April 2023. Financial covenants under the
revolver include a maximum net debt/EBITDA ratio of 3.75x
thereafter, and a minimum interest coverage ratio of 2.25x. Fitch
does not anticipate a breach at copper prices above $2.66/lb. in
2019 under its rating case.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following rating:

Freeport Minerals Corporation

  -- Long-term IDR at 'BBB-'.

Fitch has affirmed the following ratings:

Freeport-McMoRan Inc.

  -- IDR at 'BB+';

  -- $3.5 billion unsecured bank revolver at 'BB+'/'RR4';

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

Freeport Minerals Corporation

  -- $115 million 7.125% senior unsecured debentures due 2027 at
'BBB-';

  -- $107.4 million 9.50% senior unsecured notes due 2031 at
'BBB-';

  -- $123.5 million 6.125% senior unsecured notes due 2034 at
'BBB-'.

The Rating Outlook has been revised to Stable.


FREEPORT-MCMORAN INC: Moody's Hikes CFR & Sr. Unsec. Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded Freeport-McMoRan Inc's (FCX)
Corporate Family Rating (CFR) and Probability of Default rating to
Ba1 and Ba1-PD respectively from Ba2 and Ba2-PD respectively. The
senior unsecured ratings of FCX were upgraded to Ba1 from Ba2. The
senior unsecured ratings of Freeport Minerals Corporation (FMC),
which have a downstream guarantee from FCX, were upgraded to Baa2
from Baa3. FCX's Speculative Grade Liquidity rating was affirmed at
SGL-1. The outlook is stable.

The upgrade considers FCX's improved debt protection metrics,
reduced leverage, and clarity on the divestment of PT Freeport
Indonesia (PT-FI) and certainty as to operations going forward",
said Carol Cowan, Senior Vice President and Lead Analyst for FCX.
Additionally Cowan added "metrics remain acceptable at this rating
level at Moody's mid-point copper price range ($2.50/lb) and
considering the lower copper and gold production levels in 2019 and
2020 as PT-FI transitions to underground mining". The rating
assumes that PT-FI's export license will be renewed and that the
concentrate sales to the Gresik, Indonesia copper smelter and
refinery under the concentrate requirements contract will continue
to support performance at PT-FI.

Upgrades:

Issuer: Freeport Minerals Corporation

  - Gtd. Senior Unsecured Debenture, Upgraded to Baa2 (LGD2) from
Baa3 (LGD2)

  - Gtd. Senior Unsecured Notes, Upgraded to Baa2 (LGD2) from Baa3
(LGD2)

Issuer: Freeport-McMoRan Inc.

  - Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD

  - Corporate Family Rating, Upgraded to Ba1 from Ba2

  - Gtd. Senior Unsecured Notes, Upgraded to Ba1 (LGD4) from Ba2
(LGD4)

Outlook Actions:

Issuer: Freeport Minerals Corporation

  - Outlook, Remains Stable

Issuer: Freeport-McMoRan Inc.

  - Outlook, Remains Stable

Affirmations:

Issuer: Freeport-McMoRan Inc.

  - Speculative Grade Liquidity Rating, Affirmed SGL-1

RATINGS RATIONALE

The Ba1 CFR incorporates FCX's leading position in the global
copper markets as a low cost producer and improved fundamentals for
the copper market over the next several years. Considered in the
rating is the company's focus on executing its strategic objectives
to reduce debt, take costs out and operate at lower capital
expenditure levels. These actions, together with improved copper
prices contributed to leverage, as reflected by the debt/EBITDA
ratio (including Moody's standard adjustments) reducing to around
2x at December 31, 2018 from 6.6x at December 31, 2015. The reduced
debt position, stronger debt protection metrics and lower capital
expenditures in recent years has enhanced the company's cushion to
better tolerate different downside price points in the copper
commodity price cycle.

The acquisition of Rio Tinto's interest in PT Freeport Indonesia
(PT-FI) , which conducts FCX's copper mining operations in the
Grasberg mining area in Papua, Indonesia and 100% of FCX's
interests in PT Indonesia Papua Metal dan Mineral (PT Indonesia) by
P.T. Indonesia Asahan Aluminium (Persero) -- (Baa2 -PT Inalum), a
state owned enterprise, closed in late December 2018. PT Inalum
owns 51.2% of PT-FI with FCX owning roughly 48.8% (previously
90.64%). However, FCX will maintain an 81.3% economic interest in
Grasberg through 2022. As part of the agreements, PT-FI has
received a new mining license (IUPK), replacing the former contract
of work, which allows for operations through 2031 and an extension
to 2041 should a new smelter be constructed. FCX will continue to
manage the operations.

The rating acknowledges the risks arising from the transitioning of
mining at Grasberg (Indonesia) to underground given the depletion
of the open pit mine as well as the associated higher investment
requirements the next several years.

Other potential risks include the cost and financing to build a
copper smelter as required under the agreement surrounding the
divestment of FCX's interest in PT-FI to just under 49%.

The rating factors in the expected reduced gold and copper
production and resulting higher costs at Grasberg in 2019 and 2020
as the Grasberg Block Cave and Deep MLZ underground mine
development continues. Initial production at the Grasberg Block
Cave is expected to commence during the first half of 2019 and a
similar expectation exists for the Deep MLZ, with full production
expected in 2022. On the expected production profile, using Moody's
mid-point (2.50/lb.) and upper range ($2.75/lb.) copper price
sensitivities, leverage, as measured by the adjusted debt/EBITDA
ratio would peak in 2019 at 3.5x and 2.8x respectively, reducing in
2020 on an increasing production profile and better cost
absorption.

The SGL-1 speculative grade liquidity rating considers FCX's very
good liquidity including its $4.2 billion cash position at December
31, 2019, full borrowing ability under the $3.5 billion unsecured
revolving credit facility (expires in April 2023 -- $13 million of
letters of credit issued). Financial covenants include a total
leverage ratio (total debt/EBITDA) of no more than 3.75x and an
interest coverage ratio (EBITDA/cash interest expense) of no less
than 2.25x. Moody's expects the company to be comfortably in
compliance. The company has given notice to redeem the $1 billion
3.10% notes due in March 2020, which can be accomodated within the
liquidity profile. Additionally, if copper prices were to fall to
$2.50 and be sustained, cash flow could be marginally negative in
2019 but well accommodated within the liquidity profile.

The stable outlook reflects expectations for copper market
fundamentals to remain favorable over the medium term due to market
deficits and increased demand, notwithstanding short-term pressures
due to global market uncertainties and reduced GDP expectations for
China. Copper prices are expected to trade sideways and remain
range bound absent improved market sentiment but not deteriorate
significantly from current levels.

An upgrade to the ratings is unlikely until such time as the
underground expansion at Grasberg is completed and the production
profile at this mining site returns to higher copper and gold
levels. Additionally, an upgrade would require better clarity on
the company's financial policy and strategic growth objectives. An
upgrade would be considered if the company can sustain
EBIT/interest of at least 5x, debt/EBITDA under 2.5x and
(CFO-dividends)/debt of at least 40% through various price points.
A downgrade would result should liquidity materially contract,
(CFO-dividends)/debt be sustained below 20% or leverage increase
and be sustained above 3.5x.

Under Moody's Loss Given Default methodology, the Ba1 rating on the
FCX unsecured notes, at the same level as the CFR, reflects the
absence of secured debt in the capital structure and the parity of
instruments. The Baa2 rating of Freeport Minerals Corporation (FMC)
reflects the fact that this debt is at the company holding all the
North and South American assets and benefits from a downstream
guarantee from FCX.

FCX, a Phoenix, Arizona based mining company, is predominately
involved in copper mining and the related by-product credits from
the mining operations. The company's global footprint includes
copper mining operations in Indonesia, the United States, Chile,
and Peru. Revenues for the 12 months ended December 31, 2018 were
$18.6 billion, up from $16.4 billion in 2017. In 2018 copper sales
were 3.8 billion lbs., gold sales were up significantly at 2.4MM
ounces, reflecting mine sequencing and molybdenum (moly) sales were
94MM lbs.


FULLBEAUTY BRANDS: May Use Cash Collateral on Interim Basis
-----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized FullBeauty Brands Holdings
Corp. and its debtor-affiliates to use cash collateral in which the
Prepetition Secured Parties may have an interest on an interim
basis.

The Debtors may use cash collateral during the interim period for
working capital purposes, other general corporate purposes of the
Debtors, and the satisfaction of the costs and expenses of
administering the Chapter 11 Cases.

The First Lien Obligors were indebted and liable to the First Lien
Secured Parties in the aggregate principal amount of not less than
$782 million outstanding as of the Petition Date, pursuant to and
in accordance with the terms of the First Lien Documents

The Second Lien Obligors were indebted and liable to the Second
Lien Secured Parties in the aggregate principal amount of not less
than $345 million outstanding as of the Petition Date, pursuant to
and in accordance with the terms of the Second Lien Documents.

The ABL Obligors were indebted and liable to the ABL Secured
Parties in the aggregate principal amount of not less than (i) $75
million in aggregate principal amount of First Amendment FILO
Tranche Loans outstanding under the ABL Credit Agreement, plus (ii)
$52.3 million in aggregate principal amount of Revolving Credit
Loans outstanding under the ABL Credit Agreement, plus (iii)
$16,625,169 in an aggregate undrawn amount of outstanding letters
of credit issued pursuant to and in accordance with the terms of
the ABL Documents, plus (iv) $0 in aggregate amount of L/C
Borrowings outstanding under the ABL Credit Agreement.

The First Lien Agent is granted, for the ratable benefit of the
First Lien Secured Parties, valid, binding, continuing,
enforceable, fully perfected, senior security interests in and
liens on any and all tangible and intangible prepetition and
postpetition property of the Debtors, whether existing before, on,
or after the Petition Date, together with any proceeds thereof. The
Second Lien Agent is also granted, for the ratable benefit of the
Second Lien Secured Parties, valid, binding, continuing,
enforceable, fully perfected, senior security interests in and
liens on the Adequate Protection Collateral.

The ABL Agent is granted, for the ratable benefit of the ABL
Secured Parties, valid, binding, continuing, enforceable, fully
perfected, senior security interests in and liens on the Adequate
Protection Collateral. The Debtors will also make all mandatory
prepayments required under Section 2.05(b) of the ABL Credit
Agreement in accordance with the provisions thereof. However, the
Line Cap will be defined as the Borrowing Base at such time and
will be reduced by $10,000,000 such that Excess Availability will
at all times equal or exceed $10,000,000.

The Adequate Protection Claims of the First Lien Secured Parties,
the Second Lien Secured Parties and the ABL Secured Parties will
constitute allowed superpriority administrative expense claims
pursuant to sections 503(b), 507(a), and 507(b) of the Bankruptcy
Code by each of the Prepetition Secured Parties.

The Debtors' right to use cash collateral under the Interim Order
will terminate without further order of the Court upon the
occurrence of the Termination Date, which will occur upon five
business days' prior written notice from the ABL Agent to the
Debtors of the occurrence of any of the following events:

       (a) the occurrence of the effective date of any plan of
reorganization confirmed in these Chapter 11 Cases;

       (b) the date that is thirty days after the Petition Date,
unless the Court will have entered the Order Approving the
Disclosure Statement and Confirming the First Amended Joint
Prepackaged Chapter 11 Plan of Reorganization;

       (c) the date that is forty-four days after the Petition Date
unless the Effective Date will have occurred;

       (d) the Restructuring Support Agreement will have terminated
in accordance with its terms;

       (e) any of the Debtors will support or take any steps in
furtherance of any plan of reorganization other than that
contemplated by the Restructuring Support Agreement or any
Alternative Transaction, in either case other than as expressly
permitted under the Restructuring Support Agreement;

       (f) any Debtor's failure to comply with any of the material
terms or conditions of this Interim Order;

       (g) any Debtor will grant, create, incur, or suffer to exist
any postpetition liens or security interests other than (i) those
granted pursuant to the Interim Order, (ii) carriers', mechanics',
operator's, warehousemen's, repairmen's, or other similar liens
arising in the ordinary course of business, (iii) pledges or
deposits in connection with workers' compensation, unemployment
insurance, and other social security legislation arising in the
ordinary course of business, and (iv) deposits to secure the
performance of any postpetition statutory obligations and other
obligations of a like nature incurred in the ordinary course of
business;

       (h) any Debtor will create, incur, or suffer to exist any
claim that is pari passu with or senior to the Adequate Protection
Superpriority Claims;

       (i) the failure of the Debtors to make any payment provided
for under this Interim Order to the Prepetition Secured Parties
within five business days of the date such payment is due;

       (j) the Interim Order or the Final Order ceases to be in
full force and effect in any material respect, or any Debtor so
asserts in writing, or the Adequate Protection Liens or Adequate
Protection Superpriority Claims cease in any material respect to be
enforceable and of the same effect and priority purported to be
created hereby or any Debtor so asserts in writing;

       (k) the Court will have entered an order amending,
supplementing, or otherwise modifying this Interim Order (other
than non-substantive amendments, supplementations, or
modifications) without the consent of each affected Prepetition
Secured Party;

       (l) any Debtor supports or takes any steps in furtherance of
an action commenced by any other person against any Prepetition
Secured Party, with respect to any of the Credit Documents,
including, without limitation, any action to avoid or subordinate
any obligations under any of the Credit Documents;

       (m) the Court will have entered an order appointing a
chapter 11 trustee, responsible officer, or any examiner with
enlarged powers relating to the operation of the businesses in
these Chapter 11 Cases;

       (n) the Court will have entered an order granting relief
from the Automatic Stay to the holder or holders of any security
interest to permit foreclosure (or the granting of a deed in lieu
of foreclosure or the like) on any of the Debtors' assets which
have an aggregate value in excess of $1 million;

       (o) the Court will have entered an order avoiding,
disallowing, subordinating or recharacterizing any claim, lien, or
interest held by the ABL Secured Parties;

       (p) an order will have been entered dismissing any of the
Chapter 11 Cases or converting any of the Chapter 11 Cases to a
case under chapter 7 of the Bankruptcy Code;

       (q) the occurrence of an event of default under any material
contract that results in the right of the non-Debtor contract party
to terminate such contract (other than any such right triggered
solely by the commencement of these Chapter 11 Cases) without
taking into account whether such right may or may not be exercised
due to the imposition of the automatic stay;

       (r) termination or expiration of any exclusivity period for
any Debtor to file or solicit acceptances for a plan of
reorganization; and

       (s) the Court will have entered an order (A) that is
inconsistent with the Interim Order in any material respect,
including, without limitation, surcharging any Prepetition Secured
Party, any of the Secured Obligations, any of their respective
claims, the Prepetition Collateral or the Adequate Protection
Collateral or (B) authorizing the sale of all or substantially all
of the assets of the Lead Borrower and its subsidiaries.

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

               http://bankrupt.com/misc/nysb19-22185-52.pdf

                      About FullBeauty Brands

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

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

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

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

The cases are assigned to Judge Robert D. Drain.

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


GATEWAY WIRELESS: Exclusive Plan Filing Period Extended to May 13
-----------------------------------------------------------------
Judge Laura Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois extended the period during which Gateway
Wireless LLC has the exclusive right to file a Chapter 11 plan
through May 13, and to solicit acceptances for the plan through
Nov. 11.

                      About Gateway Wireless

Gateway Wireless LLC is a privately-held company in Glen Carbon,
Illinois, which operates in the telecommunications industry.  

Gateway Wireless sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-31491) on Oct. 12,
2018.  In the petition signed by Ryan F. Walker, president, the
Debtor estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million.  Judge Laura K. Grandy
presides over the case. The Debtor tapped Carmody MacDonald P.C. as
its legal counsel.

No official committee of unsecured creditors has been appointed.


GLOBAL HEALTHCARE: Joshua Mandell Resigns as Director
-----------------------------------------------------
Joshua Mandell submitted his letter of resignation as a member of
the Board of Directors of Global Healthcare REIT, Inc., a Utah
corporation, effective Feb. 25, 2019.

The Company would like to thank Mr. Mandell for his generous
service and support.

                     About Global Healthcare

Greenwood Village, Colorado-based Global Healthcare REIT, Inc.,
acquires, develops, leases, manages and disposes of healthcare real
estate, and provides financing to healthcare providers.  As of Dec.
31, 2017, the Company owned nine healthcare properties which are
leased to third-party operators under triple-net operating terms.

Global Healthcare incurred a net loss of $3 million for the year
ended Dec. 31, 2017, compared to a net loss of $1.29 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company
had $37.86 million in total assets, $36.37 million in total
liabilities, and $1.48 million in total equity.

MaloneBailey, LLP's audit opinion included in the company's annual
report on Form 10-K for the year ended Dec. 31, 2017, contains a
going concern explanatory paragraph stating that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


GREEN NATION: Trustee Seeks to Hire Levene Neale as Legal Counsel
-----------------------------------------------------------------
Nancy Zamora, the Chapter 11 trustee for Green Nation Direct,
Corporation, seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Levene, Neale, Bender, Yoo &
Brill, LLP as her legal counsel.

The firm will provide these services:

     a. advise the bankruptcy trustee regarding the requirements of
the court, Bankruptcy Code, Bankruptcy Rules and the Office of the
U.S. Trustee;

     b. give advice regarding the rights and remedies of the
trustee and creditors;

     c. represent the trustee in any court proceeding or hearing
involving the Debtor's estate unless she is represented by other
special counsel;

     d. conduct examinations of witnesses, claimants or adverse
parties and represent the trustee in adversary proceedings except
those in areas outside of Levene's expertise or which are beyond
the firm's staffing capability; and

     e. assist the trustee in obtaining court approval to use cash
collateral.

Levene's 2019 rates are:

     David W. Levene        625
     David L. Neale         625
     Ron Bender             625
     Martin J. Brill        625
     Timothy J. Yoo         625
     Gary E. Klausner       625
     Edward M. Wolkowitz    625
     David B. Golubchik     625
     Beth Ann R. Young      595
     Monica Y. Kim          595
     Daniel H. Reiss        595
     Irving M. Gross        595
     Philip A. Gasteier     595
     Eve H. Karasik         595
     Todd A. Frealy         595
     Kurt Ramlo             595
     Juliet Y. Oh           580
     Todd M. Arnold         580
     Carmela T. Pagay       580
     Anthony A. Friedman    580
     Krikor J. Meshefejian  580
     John-Patrick M. Fritz  580
     Lindsey L. Smith       495
     Jeffrey Kwong          450
     Paraprofessionals      250

Edward Wolkowitz, Esq., at Levene, disclosed in a court filing that
his firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Edward M. Wolkowitz, Esq.
     Jeffrey Kwong, Esq.
     Levene, Neale, Bender, Yoo & Brill, LLP
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     Email: EMW@LNBYB.COM; JSK@LNBYB.COM

                     About Green Nation Direct

Green Nation Direct, Corporation is a privately-held architectural
design company that specializes in various interior design and
spatial planning projects.  It is based in Los Angeles,
California.

Green Nation Direct sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-12698) on Nov. 2,
2018.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
The case has been assigned to Judge Maureen Tighe.


GULFVIEW MEDICAL:  Exclusive Filing Period Extended Until March 29
------------------------------------------------------------------
Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle
District of Florida extended the period during which Gulfview
Medical Institute, PLLC has the exclusive right to file a Chapter
11 plan of reorganization through March 29.

If Gulfview Medical files a plan within the exclusivity period,
then the company will have a 60-day extension from the date the
exclusivity period ends to solicit acceptances for the plan.

                 About Gulfview Medical Institute

Gulfview Medical Institute, PLLC, is a primary care provider based
in based in Punta Gorda, Florida.  Gulfview Medical Institute filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. Bankr. M.D. Fla. Case No. 18-09165) on Oct. 25, 2018,
listing under $1 million in both assets and liabilities. The
Petition was signed by Joseph Ravid, MD, president.  Craig I.
Kelley, Esq., at Kelley & Fulton, PL, represents the Debtor.

No official committee of unsecured creditors has been appointed.


HERITAGE DISPOSAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Heritage Disposal And Storage, LLC
           dba Heritage Disposal
           dba Heritage Disposal & Storage, LLC
        PO Box 250
        Alda, NE 68810-0250

Business Description: Heritage Disposal & Storage, LLC --
                      http://www.heritagedisposalandstorage.com--
                      is a civilian owned facility in the United
                      States dedicated to the storage desentizing,
                      neutralization, disposal and recycling of
                      Ammunition and Explosives (A&E) and
                      derivative materials using an EPA compliant
                      Closed System Thermal Treatment process.
                      Founded in 2003, Heritage Disposal & Storage
                      offers complete services including receipt,
                      inventory, accountability, documentation,
                      security, storage, recycling and disposal.
                      Located at the former Cornhusker Army
                      Ammunition Plant, Grand Island, Nebraska,
                      the Company's 900 acre facility is currently
                      licensed and certified by the U.S. Bureau of
                      Alcohol, Tobacco, Firearms and Explosives
                       (ATF) and the State of Nebraska.

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Case No.: 19-40297

Judge: Hon. Thomas L. Saladino

Debtor's Counsel: John A. Lentz, Esq.
                  LEPANT & LENTZ, PC, LLO
                  601 Old Cheney Rd., Ste. B
                  Lincoln, NE 68512
                  Tel: (402) 421-9676
                  Email: john@lepantandlentz.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark A. Vess, managing member.

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

        http://bankrupt.com/misc/neb19-40297.pdf


HOLOGIC INC: Moody's Alters Outlook on Ba2 CFR to Positive
----------------------------------------------------------
Moody's Investors Service changed the outlook on Hologic, Inc.'s
ratings to positive from stable, while affirming its Ba2 Corporate
Family Rating (CFR) and individual debt ratings. Moody's also
affirmed Hologic's Speculative Grade Liquidity Rating at SGL-1.

"The change of outlook to positive reflects improvement in
Hologic's financial metrics, and Moody's expectation that financial
leverage will continue to remain moderate due to earnings growth,"
stated Kailash Chhaya, Moody's Vice President and the Lead Analyst
for Hologic. "The company has reduced its debt by more than $1.0
billion compared to 5 years ago. Further, as of September 2018, the
company repaid the entire outstanding amount of its convertible
notes, which carried market premiums and residual deferred taxes
which increased the cash outflows associated with the liability.
This lower debt level combined with stable profitability,
consistent revenue growth, and strong cash flow points to a
stronger credit profile," adds Chhaya.

Moody's expects that the company will maintain a high level of
financially flexibility, with strong liquidity and annual free cash
flow in excess of $500 million.

Ratings affirmed:

Issuer: Hologic, Inc.

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

$1.5 billion senior secured revolving credit facility expiring 2023
at Ba1 (LGD3)

$1.5 billion senior secured term loan due 2023 at Ba1 (LGD3)

$950 million unsecured global notes due 2025 at Ba3 (LGD5)

$400 million unsecured global notes due 2028 at Ba3 (LGD5)

Speculative Grade Liquidity rating at SGL-1

Outlook action:

The outlook changed to positive from stable.

RATINGS RATIONALE

Hologic's Ba2 CFR rating reflects its good scale, leading market
positions within its core franchises and good revenue diversity by
product and customer. The rating is also supported by the recurring
nature of a significant proportion of the company's revenues which
are generated from service contracts and consumables. Further, the
company generates good free cash flow, has strong interest coverage
and has moderate financial leverage. Moody's estimates adjusted
debt to EBITDA was approximately 3.2x for the twelve months ended
December 29, 2018.

The rating is constrained by Hologic's potential for operating
volatility given the sensitivity of its businesses to general
medical utilization trends and hospital capital equipment spending.
The company's rating is also constrained by industry-wide
challenges including customer pricing pressure as well as payors'
increased focus on value-based healthcare. The ratings are also
constrained by technology obsolescence risk and competition by much
larger medical products companies, requiring Hologic to constantly
invest in innovation in order to remain competitive. Further, the
ratings are constrained by Moody's expectations that Hologic will
remain acquisitive, and by the company's uneven success of past
acquisitions. A weakening in Hologic's growth outlook could raise
the risk of a large-sized acquisition.

Hologic's SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation for very good liquidity over the next 12-18 months.
This is supported by healthy cash balances and Moody's expectation
of annual free cash flow in the $500 million to $600 million range.
That level will be more than sufficient to satisfy Hologic's modest
debt maturities and other cash needs. The company does not pay
dividends but does opportunistically repurchase its own shares
using internal cash.

The positive rating outlook reflects Moody's view that Hologic will
continue to increase its scale by sustaining low to mid-single
digit organic growth and tuck-in acquisitions. The outlook also
reflects Moody's expectation that Hologic will refrain from making
significant acquisitions or outsized share repurchases.

Moody's could upgrade the ratings if Hologic can sustain revenue
growth without compromising on profitability and sustain its
adjusted debt to EBITDA below 3.0 times. Declining reliance on the
more cyclical capital equipment portion of its business and
maintaining a conservative financial policy could help support an
upgrade.

A downgrade is unlikely while the company's ratings have a positive
outlook. However, a significant weakening of operating performance
or a debt funded acquisition or share repurchases that resulted in
debt to EBITDA being sustained above 4.0 times could lead to a
downgrade.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

Hologic, Inc. (Hologic; NASDAQ: HOLX) is a leading developer,
manufacturer and supplier of premium diagnostic products, medical
imaging systems and surgical products with an emphasis on women's
health. The Company's core business units focus on the areas of
diagnostics, breast health, medical aesthetics, gynecological
surgical, and skeletal health. Fiscal 2018 revenues were
approximately $3.2 billion.


HOOK AND BOIL: U.S. Trustee Objects to Plan, Disclosure Statement
-----------------------------------------------------------------
David W. Asbach, Acting United States Trustee for Region 5, objects
to confirmation of the Plan and Disclosure Statement of Hook and
Boil, LLC.

The Trustee points out that page 2/9 says the debtor has filed
monthly operating reports. However, the Trustee further points out
that the November 2018, December 2018, and January 2019 monthly
reports are delinquent.

The Trustee complains that the Proposed Plan does not address the
Falcon equipment lease or include the adequate protection payment
described in the Motion. The Trustee asserts that the Proposed Plan
rejects all contracts not specifically accepted, so the equipment
lease  with Falcon Leasing would be rejected.

                   About Hook and Boil

Hook and Boil, LLC, sought Chapter 11 protection (Bankr. W.D. La.
Case No. 18-50798) on June 28, 2018.  In the petition signed by
Mark Alleman, manager/member, the Debtor estimated assets in the
range of $100,001 to $500,000 and debt of $500,001 to $1 million.
The Debtor tapped William C. Vidrine, Esq., at Vidrine & Vidrine,
as counsel.


HUMPERDINK'S SIX FLAGS: Seeks Authorization on Cash Collateral Use
------------------------------------------------------------------
Humperdink's Six Flags Drive, Ltd, Humperdink's Greenville Ave,
Ltd., Humperdink's West Northwest Highway, Ltd. and Humperdink's
Texas, LLC request the U.S. Bankruptcy Court for the Northern
District of Texas for authority to use cash collateral in order to
avoid immediate and irreparable harm to their estates.

The Debtors own and operate two restaurants in the Dallas-Fort
Worth area. The Debtors intend to rearrange their affairs and need
to continue to operate in order to pay their ongoing expenses,
generate additional income and to propose a plan in this case.

Sovereign Bank a/k/a Veritex Bank, the Debtors' secured creditor
which claims a lien on substantially all of Debtors' property
including accounts, equipment, inventory and other personal
property.

The Debtors believes it can adequately protect the interests of
Sovereign Bank with postpetition liens, and priority claims in the
Chapter 11 bankruptcy cases.

Humperdink's Six Flags Drive, Ltd and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Lead Case No. 19-40572), on Feb. 6, 2019.
The Debtor is represented by:

                 Howard Marc Spector, Esq.
                 Spector & Johnson, PLLC
                 Banner Place, Suite 1100
                 12770 Coit Road
                 Dallas, Texas 75251
                 Phone: (214) 365-5377
                 Fax: (214) 237-3380
                 Email: Hspector@spectorjohnson.com


IDEANOMICS INC: Secures $2.05 Million Investment from ID Venturas
-----------------------------------------------------------------
Ideanomics, Inc., entered into a convertible note purchase
Agreement on Feb. 22, 2019, with ID Venturas 7, LLC, an exempted
company incorporated and existing under the laws of the Delaware,
pursuant to which ID Venturas invested $2,050,000 and received (i)
a promissory note in the amount of $2,050,000 which is senior
secured and convertible at $1.84 per share of Company common stock,
subject to anti-dilution adjustments, (ii) 1,000,000 shares of
common stock of the Company and (iii) a warrant exercisable for
150% of the number of shares of common stock which the Note is
convertible into.  The Convertible Note is convertible into common
stock, par value $0.001 per share, at a conversion price of $1.84,
subject to anti-dilution adjustements.  The Convertible Note
matures on August 22, 2020 and accrues at an 10% interest rate.
Pursuant to the terms of the Convertibale Note, ID Venturas has
anti-dilution rights which adjust the $1.84 conversion price in
connection with issuances below $1.84.

In connection with the transaction, the Company also entered into a
registration rights agreement with ID Venturas which grants ID
Venturas demand registration rights.

The Company issued the shares of its Common Stock in reliance on
exemptions from registration provided by Section 4(a)(2) of the
Securities Act, Rule 506 of Regulation D promulgated thereunder
and/or Regulation S under the Securities Act.

                          About Ideanomics

Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a
global fintech advisory and Platform-as-a-Service company.
Ideanomics combines deal origination and enablement with the
application of blockchain and artificial intelligence technologies
as part of the next-generation of financial services.  The company
is headquartered in New York, NY, and has offices in Hong Kong and
Beijing, China.  It also has a planned global center for Technology
and Innovation in West Hartford, CT, named Fintech Village.

Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Ideanomics had
$167.7 million in total assets, $123.1 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $43.35 million in total equity.

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


IDEANOMICS: Wu Returning as Chairman; COO Alfred Poor Named CEO
---------------------------------------------------------------
Ideanomics announced several strategic management changes,
including the return of Dr. Bruno Wu, as chairman, after a period
of serving as vice chairman and secretary general of the National
Committee for China U.S. relations.  Alfred Poor, currently chief
operating officer, will become the company's chief executive
officer.  Brett McGonegal, Evan Kalimtgis, and Uwe von Parpart will
be leaving the company to pursue other interests.

"I'm looking forward to being officially back as the Chairman, with
the company entering an important phase for employees and
shareholders alike," said Dr. Bruno Wu.  "After more than a year of
transformation and buildup, we are well-positioned for growth and
profitability on the back of our previously announced deals and,
with a healthy pipeline of meaningful deals, it's an exciting time
for the Company."

"We're delighted to welcome Bruno back.  Having him with us
full-time is a tremendous boost for the company as his tenacity,
vision and breadth of relationships worldwide are a key dynamic of
the organization.  We'd also like to say thank you to Brett, Evan,
and Uwe as they move onto other opportunities," said Alf Poor, CEO
of Ideanomics.

In addition to the management changes, Ideanomics also recapped the
results of its 2018 Annual Meeting of Shareholders  convened on
Thursday, Dec. 27, 2018 in Beijing, China.

Shareholders voted to elect nine of the nominees to the Board of
Directors of the Company, 6 being returning directors, including
Shane McMahon, James Cassano, Jerry Fan, Jin Shi, Kang Zhao, and
Chao Yang, as well as new or recent management nominees Richard
Frankel, Alfred Poor, and Brett McGonegal.  All directors are
"independent" as defined under securities laws, excepting Poor, and
McGonegal.  Mr. McGonegal has since resigned from this
appointment.

Shareholders also approved the following matters:

  * Re-appointment of BF Borgers CPA PC as the auditors for the    

    Company for the ensuing year;

  * The continuation of the 2010 Company share option plan; and

  * The continuation of the Company's equity incentive plan.

All matters passed with an approval rate in excess of 85% of shares
voted.  The Company's equity incentive plan was approved by
ordinary resolution of disinterested shareholders.

The Board also re-appointed James Cassano as the Chair of the Audit
Committee for the ensuing year.

Additionally, the Board set the composition of all of the
committees of the Board.  All committee members are independent
directors.  The composition of the committees are as follows:

Audit Committee: James Cassano (Chair), Jin Shi and Jerry Fan;
Compensation Committee: Jin Shi (Chair) and James Cassano.
Governance and Nominating Committee: Jin Shi (Chair) and Jerry Fan

While it will be several weeks before the Company completes and
reports its final 2018 financial results, the Company wanted to
share some preliminary information at this time.  Its final results
may differ somewhat from these preliminary estimates.

"When we discussed our Q4 guidance, we knew the quarter would be
impacted by both macroeconomic and Ideanomics-specific factors. The
fourth quarter continues to be very much a 'transformational
quarter' for the Company.  It is marked by our transition from the
legacy video on demand business to our new fintech services
business, as well as Fintech Village and the human capital and
infrastructure needed to build out the U.S. operations.  While we
exceeded our topline revenue guidance earlier in the year, we do
not expect to generate profit in the fourth quarter due to the
Company's transformation towards fintech services and the build-up
in infrastructure needed to support our long-term strategy and path
to profitability.  The investments we are making today are
essential for building a strong foundation and future for both
Ideanomics and our shareholders," the Company said in a press
release.

In particular, the following factors have been part of the
transformation of the Company which affected the results of the
Company's operations in 2018:

First, the Company has moved into a financial technology and
advisory services model.  The Company's technology in this area of
its ecosystem is new and thus it has taken longer than anticipated
to implement these technologies.  Innovation is an integral part of
the Company's ecosystem and, while the Company strives to be first
to market, it's more important to be best in class.

Second, the overall market for token offerings slowed dramatically
in 2018.  The Security Token Offering (STO) related legal and
regulatory landscape is still evolving and has moved slower than
the market anticipated.  The Company fully embraces these market
changes and believes they present significant opportunities for
Ideanomics.  The regulatory frameworks which are put into place
today will make its industry stronger and force market participants
to produce better token offerings, while creating value for all
stakeholders.

Third, the Company is currently evaluating various parts of its
legacy video-on-demand business.  As such, the Company is currently
evaluating various assets and investments previously done as part
of the legacy business, and their ability to contribute to the
overall cash flows of the new fintech advisory and services
business, as well as the overall recoverability of these assets.
The Company will be making certain decisions on these assets as it
finalizes the financial results, which may have a greater impact
than it had projected.  All of This is being carried out as part of
managements continued efforts to fully transition the Company to
become an industry leader in fintech, build on a strong foundation
with solid infrastructure, and to have a healthy balance sheet that
will allow the Company to capitalize on short and long-term market
opportunities.

In addition, several of the company's major investors have
announced to the Company their plans to consolidate their holdings
for voting purposes into a consortium which will be led by Sun
Seven Stars Investment Group Limited (a company of Dr. Bruno Wu).

Furthermore, the Company is restructuring two previously announced
investments; one in the amount of $1,900,000 for Sun Seven Stars
Investment Group Limited made as a part of a $3,000,000 investment
and the other amounting to $13,799,997 from Star Thrive Group
Limited as part of their $23,000,000 investment.  The Company has
retained the right to re-engage these investments, if required, but
believe this to be in excess of its cash requirements through the
realization of revenues from previously announced deals.  In
exchange for the Sun Seven Stars investment, Dr. Wu is placing a
$2,500,000 investment into the company via a convertible note.

"We are confident regarding the company's transformation and for
those products and services we have been able to bring online
quickly as we assume our position in the Fintech sector. Ideanomics
has entered into multiple revenue generating agreements that we
believe will bring long-term shareholder value and profitability,
as well as bring with it the legitimacy that can be a market
differentiator and elevate us as a leading Fintech solutions
provider that is positioned for sustainable growth.

"Our efforts over the past year have seen us transform the business
from its legacy video on demand offering, into a vibrant fintech
business at the cutting edge of innovation.  Our successful
origination of several large-scale deals in 2018, with support from
our regional partners, will help secure strong revenues in 2019 and
enable our business to demonstrate our commitment to an
innovation-driven and profitable growth strategy.

"Although 2018 was a challenging year for the industry, we do see
tremendous value in the market at this time.  A result, we
anticipate there will be consolidation in the blockchain community
with companies such as Ideanomics well-positioned to take advantage
of acquisitions, enhancing our product pipeline, and strengthening
our technology ecosystem.  We have been successfully transforming
our business and cleaning up our organizational structure, such
that our new fintech business will derive revenue and profitability
that will more accurately reflect the value for shareholders.
Additionally, we have begun to divest non-fintech entities in the
organization, some through possible sale and others through
possible closure, that will deliver improved transparency to the
shareholder community and enable the management team to focus on
our core fintech activities.  The result will be a leaner
organization that is better able to execute on its objectives and
will scale more efficiently in the future," the Company added.

                        About Ideanomics

Ideanomics, formerly Seven Stars Cloud Group, Inc. is a global
fintech advisory and Platform-as-a-Service company.  Ideanomics
combines deal origination and enablement with the application of
blockchain and artificial intelligence technologies as part of the
next-generation of financial services.  The company is
headquartered in New York, NY, and has offices in Hong Kong and
Beijing, China.  It also has a planned global center for Technology
and Innovation in West Hartford, CT, named Fintech Village.

Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Ideanomics had
$167.72 million in total assets, $123.10 million in total
liabilities $1.26 million in convertible redemable preferred stock,
and $43.35 million in total equity.

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


IDL DEVELOPMENT: Taps Argus Management as Investment Banker
-----------------------------------------------------------
IDL Development, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire an investment banker in
connection with the proposed sale of its assets.

The Debtor proposes to employ Argus Management Corporation to:

     a. develop a marketing plan for the assets, subject to
Debtor's review and approval;

     b. review due diligence materials provided by the Debtor;

     c. assist in obtaining approval of the court including
providing testimony in any proceedings pending before the
bankruptcy court;

     d. communicate regularly with all interested parties or
potential acquirors; and

     e. if the Debtor pursues a sale transaction, (i) assist the
Debtor in analyzing its business and assets involved; (ii) identify
and contact potential acquirors; (iii) create marketing materials;
(iv) participate in negotiations; (v) structure and effect a sale
transaction; and (vi) provide other services required to effectuate
the transaction.

The Debtor will pay Argus a monthly fee of $30,000 in the first
month of its employment, and $15,000 each month thereafter until
the closing of the transaction or the termination of the firm's
employment.

In addition to the monthly fee, Argus will be paid a "success fee"
in an amount equal 2.5% of the proceeds actually received by the
Debtor from the sale.

Lawton Bloom, principal of Argus, attests that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Lawton W. Bloom
     Argus Management Corporation
     15 Keith Hill Road
     Grafton, MA 01519
     Phone: (508) 839-1900

                          About IDL Development Inc.

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

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


INNOVATIVE MATTRESS: Has Stalking Horse Deal With Tempur
--------------------------------------------------------
BankruptcyData.com reported that the Bankruptcy Court hearing the
Innovative Mattress Solutions case issued an order approving (i)
bidding procedures in respect of the sale of substantially all of
the Debtors' assets (the "Sale"), including certain bid
protections, (ii) an asset purchase agreement, dated February 12,
2019, between the Debtors and Tempur World, LLC (the "Stalking
Horse APA"), (iii) a proposed auction and sale hearing timetable
and (iv) the Sale itself.

The Stalking Horse APA provides the following detail as to the
agreed purchase price which is to be comprised of the following:
(i) cash in the sum of (a) an amount equal to estimated cure
amounts (currently not known), (b) the aggregate amount of all
payments set forth in accordance with the wind down budget, which
amount shall not exceed $300,000 and (c) professional fees; (ii)
the assumption of certain liabilities; and (iii) a credit bid
amount of up to whatever is outstanding under debtor-in-possession
(DIP) and prepetition loans.

The Stalking Horse APA further provides for the following bid
protections, (i) a $650k break-up fee, (ii) the reimbursement to
the Stalking Horse Bidder of all reasonable and documented
out-of-pocket costs, fees and expenses and (iii) a minimum bid
requirement as to any additional bidders that their bids must
exceed Tempur's aggregate bid plus the break-up fee and $500,000.

The Court scheduled a sale hearing for March 22, 2019 and set a bid
deadline of March 18, 2019, with sale objections due by March 13,
2019. The auction will be held on March 20, 2019.

                     About Innovative Mattress

Innovative Mattress Solutions, LLC, operates 142 specialty sleep
retail locations primarily in the southeastern U.S. under the names
Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers
sleep outfitters, complete beds, electric adjustable beds, bed bug
protectors, sheets and pillows.  Innovative Mattress Solutions was
founded in 1983 and is based in Lexington, Kentucky.

Innovative Mattress Solutions, LLC, and 10 affiliates sought
Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on
Jan. 11, 2019.  The Hon. Gregory R. Schaaf is the case judge.

Innovative Mattress estimated assets of $10 million to $50 million
and liabilities of the same range.  

The Debtors tapped Delcotto Law Group PLLC as counsel; Jackson
Kelly PLLC, and Morris Nichols Arsht & Tunnell LLP, as special
counsels; Brown, Edwards & Company, L.L.P. as accountant; and
Conway Mackenzie, Inc. as financial advisor.

On Jan. 23, 2019, the U.S. Trustee appointed seven creditors to
serve in the official committee of unsecured creditors in the
cases.


JAGUAR HEALTH: Napo Will Study the Effects of Crofelemer in Dogs
----------------------------------------------------------------
Napo Pharmaceuticals, Inc., a wholly-owned subsidiary of Jaguar
Health, Inc., entered into a master contract services agreement
with another pharmaceutical company on Feb. 25, 2019, pursuant to
which Napo will conduct a study evaluating the effects of
crofelemer (125 mg film-coated tablets) on tyrosine-kinase
inhibitor targeted therapy-induced diarrhea in dogs.  The study
will be funded by the Counterparty and will provide the scientific
rationale and support for the use of crofelemer in providing
symptomatic relief of noninfectious diarrhea in patients receiving
TKI-targeted therapies in future human clinical investigations.

Crofelemer, the active pharmaceutical ingredient in Mytesi,
Jaguar's FDA-approved human drug product, is isolated and purified
from the Croton lechleri tree.  Mytesi is indicated for the
symptomatic relief of noninfectious diarrhea in adult patients with
HIV/AIDS on antiretroviral therapy.

Jaguar is pursuing a follow-on indication for Mytesi in humans
receiving targeted cancer therapy (TCT) for the symptomatic relief
of TCT-related diarrhea.  This is an important indication in
support of patients who are undergoing cancer treatment with
targeted cancer therapy drugs, with or without adjuvant
chemotherapy.  As part of Jaguar's near-term plan, Jaguar has
scheduled a meeting with the FDA in March 2019 to discuss the
anticipated protocol for a planned pivotal trial for the evaluation
of crofelemer in TCT-related diarrhea.  Jaguar plans to use the
same formulation and dosing that is used for Mytesi's currently
approved indication.

                       About Jaguar Health

Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis.  Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas.  The Company's
Mytesi (crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy. Jaguar Health's principal
executive offices are located in San Francisco, California.

Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Jaguar Health
had $46.12 million in total assets, $26.79 million in total
liabilities, $9 million in series A convertible preferred stock,
and total stockholders' equity of $10.32 million.

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


JONES ENERGY: Incurs $1.34 Billion Net Loss in 2018
---------------------------------------------------
Jones Energy, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$1.34 billion on $236.4 million of total operating revenues for the
year ended Dec. 31, 2018, compared to a net loss of $178.8 million
on $188.6 million of total operating revenues for the year ended
Dec. 31, 2017.

As of Dec. 31, 2018, the Company had $405.6 million in total
assets, $1.11 billion in total liabilities, $93.71 million in
series A preferred stock, and a total stockholders' deficit of
$804.98 million.

Grant Thornton LLP, in Houston, Texas, the Company's auditor since
2018, issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended Dec. 31, 2018.
The auditors noted that the Company has substantial debt
obligations requiring significant interest payments.  The ongoing
capital and operating expenditures, including the debt interest
payments, will vastly exceed the amount of cash on hand and the
revenue they expect to generate from operations in the near future.
These conditions, along with other matters, raise substantial
doubt about the Company's ability to continue as a going concern.

Net cash provided by operating activities was $64.1 million for the
year ended Dec. 31, 2018 as compared to cash provided by operating
activities of $59.0 million for the year ended Dec. 31, 2017.  The
decrease in operating cash flows was primarily due to the $7.8
million increase in cash paid for general and administrative
expenses related to the Company's on-going liability management
efforts during the year ended Dec. 31, 2018.

Net cash provided by operating activities was $59.0 million for the
year ended Dec. 31, 2017 as compared to cash provided by operating
activities of $25.7 million for the year ended Dec. 31, 2016.  The
increase in operating cash flows was primarily due to the $60.8
million increase in oil and gas revenues for the year ended Dec.
31, 2017 as compared to the year ended Dec. 31, 2016. The increase
in revenue was primarily driven by the increase in commodity
prices, as well as production volumes.

The Company's operating cash flows are sensitive to a number of
variables, the most significant of which is crude oil, NGL, and
natural gas prices.

Net cash used in investing activities was $240.9 million for the
year ended Dec. 31, 2018 as compared to cash used in investing
activities of $110.0 million for the year ended Dec. 31, 2017.  The
increase in investing cash used was primarily driven by cash used
toward current period settlements of matured derivative contracts
of $53.1 million during the year ended Dec. 31, 2018 as compared to
cash provided by current period settlements of matured derivative
contracts of $72.3 million during the year ended
Dec. 31, 2017.  Additionally, during the year ended Dec. 31, 2018
there were no significant divestitures.  In contrast, during the
year ended Dec. 31, 2017, the Company closed on the Arkoma
Divestiture, along with sales of other non-core assets, which
resulted in investing cash flows of $61.3 million.

Net cash used in investing activities was $110.0 million for the
year ended Dec. 31, 2017 as compared to cash used in investing
activities of $130.9 million for the year ended Dec. 31, 2016.  The
decrease in investing cash flow was primarily driven by the receipt
of proceeds from the sales of non-core assets ($59.6 million
increase in receipts) during 2017, as well as reduced capital
spending ($19.1 million decrease) as compared to 2016. Offsetting
these changes, current period settlements of matured derivative
contracts declined ($60.0 million decrease in cash receipts) due to
lower strike prices of maturing contracts resulting in a smaller
margin between the strike price and the market price upon
maturity.

The Company expects its 2019 capital expenditures to be
approximately $60.0 million, including $48.0 million for drilling
and completing wells and $12.0 million for workovers, leasing, and
other capital projects.  Expenditures for development and
exploration of oil and gas properties are the primary use of its
capital resources.  The Company's capital budget may be adjusted as
business conditions warrant.  The amount, timing and allocation of
capital expenditures is largely discretionary and within the
Company's control.  If oil and natural gas prices decline or costs
increase significantly, the Company could defer some or all of its
budgeted capital expenditures until later periods to prioritize
capital projects that the Company believes have the highest
expected returns and potential to generate near‑term cash flows.
The Company routinely monitor and adjust its capital expenditures
in response to changes in prices, availability of financing,
drilling and acquisition costs, industry conditions, the timing of
regulatory approvals, the availability of rigs, the degree of
success in drilling activities, contractual obligations, internally
generated cash flows and other factors both within and outside our
control.

Net cash provided by financing activities was $215.8 million for
the year ended Dec. 31, 2018 as compared to net cash provided by
financing activities of $35.8 million for the year ended Dec. 31,
2017.  The increase in financing cash flows was primarily due to
the issuance of the 2023 First Lien Notes on Feb. 14, 2018.  Upon
issuance, the Company received proceeds of $438.9 million.  The
Company used the proceeds from the offering toward net repayments
under the Revolver of $211.0 million.  On June 27, 2018, all
outstanding borrowings under the Revolver were repaid in full.
Net cash provided by financing activities was $35.8 million for the
year ended Dec. 31, 2017 as compared to net cash provided by
financing activities of $117.9 million for the year ended Dec. 31,
2016.  The decrease in financing cash flows was primarily due to
repayments under the Revolver, net of borrowings, which totaled
$33.0 million during 2017 as compared to net borrowings of $68.0
million during 2016.  Cash flows provided by financing activities
were also impacted by net equity offerings of $8.3 million during
2017 as compared to $153.4 million during 2016.  Offsetting these
changes, the Company did not engage in the repurchase of its senior
unsecured notes during 2017 as compared to cash used toward
repurchases of $84.6 million during 2016.

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

                       https://is.gd/Dt0Ljj

                       About Jones Energy

Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in the
oil and gas business, which dates back to the 1920s.


JONES ENERGY: Reports Q4 2018 Net Loss of Net loss $1.2 Billion
---------------------------------------------------------------
Jones Energy, Inc., announced financial and operating results for
the fourth quarter and full year ended Dec. 31, 2018.  The Company
also announced its 2018 year-end proved reserves as well as initial
first quarter 2019 production guidance and 2019 capital budget.

Highlights

    * Second operated WAB Marmaton well, Malinda-1HR achieves peak

      to-date IP30 rate of 1,144 Boe/d consisting of 864 Bo/d and
      1,679 Mcf/d, with gas rates still increasing.

    * Merge Meramec single-section well, Margaret 2H achieved peak
      IP30 rate of 1,074 Boe/d consisting of 676 Bo/d and 2,387
      Mcf/d.

    * Merge 2-mile lateral Meramec well, Tomahawk-1HX achieves
      peak IP30 rate of 1,697 Boe/d consisting of 732 Bo/d and
      5,792 Mcf/d.

    * Average daily net production for the fourth quarter 2018
      achieves 22,109 Boe/d, 11% above guidance midpoint.
      Production for the full year 2018 of 8.3 MMBoe (22,753
      Boe/d).

    * Total proved year-end 2018 reserves of 68.0 MMBoe (55%
      liquids) of which 61.0 MMBoe or 90% were classified as
      proved developed.  Year-end 2018 proved reserves
      standardized measure value of $547 million.  Corresponding
      Non-GAAP SEC PV-10(1) value of $570 million, based on SEC
      prices.

    * Recognized impairment charges of $1.3 billion in aggregate
      to Proved and Unproved WAB properties and Proved Merge
      properties.

    * Net loss for the fourth quarter 2018 of $1,235.5 million, or

      $239.73 per share.  Non-GAAP adjusted net loss(3) of $100.3
      million, or a loss of $20.21 per share.  Net loss for the
      full year 2018 of $1,346.7 million.  Non-GAAP adjusted net
      loss of $184.6 million and EBITDAX(3) for the full year
      2018 of $93.8 million.

Financial Results

Total operating revenues for the three months ended Dec. 31, 2018
were $53.9 million as compared to $54.5 million for the three
months ended Dec. 31, 2017.  For the full year 2018, operating
revenues were $236.4 million as compared to $188.6 million for the
full year 2017.  Total revenues including current period
settlements of matured derivative contracts were $40.8 million and
$185.7 million for the fourth quarter and full year 2018,
respectively, as compared to $55.2 million and $255.4 million for
the fourth quarter and full year 2017, respectively.

Total operating expenses for the three months ended Dec. 31, 2018
were $72.5 million when excluding a one-time impairment charge of
$1.3 billion, as compared to $60.8 million for the three months
ended Dec. 31, 2017.  For the full year 2018, total operating
expenses were $275.0 million as compared to 2017 full year total
operating expenses of $255.7 million, omitting full year impairment
charges of $1.3 billion in 2018 and $149.6 million in 2017.  The
Company incurred the $1.3 billion impairment charge in 2018 as a
result of its limited ability to continue to book proved
undeveloped reserves due to a prolonged period of low commodity
prices and capital constraints.

For the fourth quarter ended Dec. 31, 2018, the Company reported a
net loss of $1,235.5 million, or a net loss of $239.73 per share
attributable to common shareholders, compared to fourth quarter of
2017 net income of $41.6 million, or net income of $10.17 per share
attributable to common shareholders.  For the full year 2018 the
Company reported a net loss of $1,346.7 million, or a net loss of
$271.94 per share compared to full year 2017 net loss of $178.8
million, or a net loss of $30.22 per share attributable to common
shareholders.

Excluding, on a tax-adjusted basis, certain items that the Company
does not view as indicative of its ongoing financial performance,
and adjusting for non-controlling interest, the Company had an
adjusted net loss(4) for the fourth quarter 2018 of $98.7 million,
or an adjusted net loss per share of $20.21, as compared to
adjusted net loss of $27.2 million, or adjusted net loss per share
of $6.59 for the three months ended Dec. 31, 2017.  Adjusting for
non-controlling interests, the Company had an adjusted net loss(4)
for the full year 2018 of $174.3 million, or an adjusted net loss
per share of $38.11 attributable to common shareholders as compared
to adjusted net loss of $22.8 million, or adjusted net loss per
share of $8.48 attributable to common shareholders for the full
year 2017.

(4) Adjusted net loss, adjusted net loss per share are supplemental
non-GAAP financial measures that are used by management and
external users of the Company's consolidated financial statements,
such as industry analysts, investors, lenders and rating agencies.


Earnings before interest, impairment, income taxes, depreciation,
amortization, and exploration expense for the fourth quarter and
full year 2018 was $16.9 million and $93.8 million, respectively.
This compares to fourth quarter and full year 2017 EBITDAX of $37.7
million and $186.4 million, respectively.

Full year 2018 lease operating expense was $44.9 million compared
to the Company's full year 2017 LOE of $36.6 million.  Fourth
quarter 2018 LOE was $12.0 million compared to the Company's fourth
quarter 2017 LOE of $8.9 million.  On a dollar per Boe basis, full
year 2018 LOE was $5.41 per Boe compared to full year 2017 LOE
which was $4.71 per Boe.  Fourth quarter 2018 LOE of $5.88 per Boe
was approximately 28% higher than fourth quarter 2017 LOE of
$4.59.

Preferred Stock Dividend Update

During the fourth quarter, on Oct. 15, 2018, the Company's Board of
Directors declared a contingent dividend on the Company's 8.0%
Series A Perpetual Convertible Preferred Stock, payable in Class A
common stock on Nov. 15, 2018 to holders of record as of Nov. 1,
2018.  It was announced on Nov. 15, 2018 that the Dividend
Valuation Price did not meet the required Floor Price, and the
dividend was not paid.  Subsequent to quarter end, on Jan. 16, 2019
the Company's Board of Directors again declared a contingent
dividend on the Preferred Stock under the same terms, payable in
Class A common stock on Feb. 15, 2019 to holders of record as of
Feb. 1, 2019, including the requirement that the Dividend Valuation
Price of the stock must meet the required Floor Price in order to
be paid.  On Feb. 14, 2019 it was announced that the Floor price
was not met, and that the dividend would not be paid. The Company
has now used four of its five permitted dividend holidays without
penalty and the right to receive those dividends will accrue for
holders of Preferred Stock.

Preferred Stock Conversion Window Extension

During the fourth quarter, on Nov. 26, 2018, the Company issued a
Fundamental Change notice to holders of the Preferred Stock in
conjunction with the delisting of the Company's Class A common
stock from the New York Stock Exchange, giving such holders special
rights to convert shares of Preferred Stock to Class A Common Stock
at a premium to the existing conversion rate, originally until Jan.
14, 2019.  The Company's Board of Directors has since extended the
special rights conversion end date to
March 31, 2019.

2018 Year-End Proved Reserves

Jones Energy's year-end 2018 proved reserves based on SEC pricing
were 68.0 MMBoe, of which 90% were classified as proved developed
reserves.  Total proved oil reserves at year-end 2018 were 15.8
MMBbls, of which 13.8 or 87% were classified as proved developed
reserves.  The Company's limited ability to book additional proved
undeveloped reserves due to its ongoing capital constraints has
resulted in a significant reduction in total proved reserves as
compared to prior years.  The SEC standardized measure value of the
Company's proved reserves was $547 million.  Its NYMEX PV-10 value
of proved reserves for year-end 2018 was $570 million.

Operating Results

Western Anadarko Basin (WAB)

During the fourth quarter the Company spud two wells and completed
two wells in the Western Anadarko.  The second well spud was
initially scheduled for January 2019, but the Company took
advantage of rig schedule availability in late December.  The well,
a Marmaton target, was still in the process of drilling at year
end.

The Company's second operated Marmaton well, the Malinda 1HR
located in Ochiltree county, TX, spud in the third quarter, was one
of the two wells completed during the fourth quarter.  The well has
to-date achieved a peak IP30 rate of 864 Bo/d and 1,679 Mcf/d,
although gas continues to climb. Malinda 1HR has shown exceedingly
strong early production, surpassing type curve expectations.
Management is encouraged by this early-time performance.

Jones Energy is providing further production data for its first
operated Marmaton well placed online in September 2018.  The
Company previously announced a peak IP30 rate for the Malinda 2H of
580 Boe/d three-stream, 63% oil, 78% liquids.  Today, Jones Energy
is pleased to announce a peak IP60 rate of 467 Boe/d three-stream,
which was 65% oil, 79% liquids as well as a peak IP90 rate of 403
Boe/d three-stream which was 65% oil, 79% liquids.

For the full year 2018, the Company drilled seven and completed six
wells in the Western Anadarko.  Jones Energy exited 2018 with 556
operated wells producing in the WAB.  The Company will continue to
drill wells required to maintain existing agreements in the WAB and
will evaluate additional Marmaton and Cleveland drilling
opportunities on a returns-focused basis.

Jones Energy recently entered into definitive agreements to sell
several non-core assets related to its WAB and other properties,
for a combined total of up to $11 million, which is subject to
closing adjustments.  The transactions are expected to be completed
in the first quarter of 2019, subject to customary closing
conditions.  The sales are expected to impact first quarter 2019
production by approximately 350 Boe/d.  This has been accounted for
in the Company's first quarter 2019 production guidance noted later
in this release.

Merge

In the fourth quarter of 2018 the Company spud one well and
completed three wells in the Merge.  The Margaret 2H well, a
Meramec target, was drilled to a 4,873-foot lateral length and
achieved a peak IP30 oil rate of 676 Bo/d and gas rate of 2,387
Mcf/d, or a combined peak IP30 rate of 1,074 Boe/d.  Another
Meramec well, the Tomahawk 1HX was drilled to a 9,778-foot lateral
was completed and placed online in mid-December.  The well achieved
a peak IP30 oil rate of 732 Bo/d and 5,792 Mcf/d.  The well is
located adjacent to the Company's record-setting Bomhoff pad in
Canadian County, OK.

For the full year 2018 the Company drilled 14 and completed 22
wells in the Merge.  As of year-end 2018, Jones Energy held by
production all its operated sections and operated 43 producing
wells in the Merge.  Going forward, management plans to evaluate
opportunities for drilling on its Merge properties on a selective
basis.

Fourth Quarter and Full Year 2018 Production

Jones Energy produced 2,034 MBoe, or 22,109 Boe/d during the fourth
quarter of 2018 with all three product streams outpacing Company
guidance.  Strong fourth quarter volumes are attributed to both
outperformance in base production as well as a number of
development wells exceeding performance expectations.

Capital Expenditures Update for the Fourth Quarter and Full Year
2018

The Company's capital expenditures for the 2018 fourth quarter
totaled $38.5 million, achieving the low end of previously issued
Company guidance.  $29.7 million, or 77% of fourth quarter
spending, was related to the drilling and completing of wells.  The
remaining $8.8 million was primarily related to leasing and
workover activity.

For the full year 2018, total capital expenditures excluding
impairments were $192.6 million, of which $149.5 million, or 78%
was related to drilling and completing wells.  Capital expenditures
related to participating in non-op drilling for the full year 2018
totaled $23.7 million.  Spending for the second half of 2018
totaled $82.1 million, which is reflective of the Company's reduced
operating activity and cost-cutting measures as compared to first
half 2018 capital expenditures of $110.5 million.

Initial 2019 First Quarter Guidance

Jones Energy is announcing projected average daily production of
18,300 to 20,300 Boe/d for the first quarter of 2019.  The Company
anticipates a quarter-over-quarter decline in production as a
result of several factors including the previously mentioned
non-core asset sales, natural PDP declines, and no meaningful
contributions from new completion activity in the first quarter.
Jones Energy expects to run a limited capital program in 2019, with
an approved capital budget of $60 million.

Liquidity and Hedging Update

As of Dec. 31, 2018, Jones Energy had approximately $58.5 million
in cash.  As previously announced, the Company continues to explore
strategic alternatives and debt reduction initiatives.  

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

                      https://is.gd/gsBMXU

                       About Jones Energy

Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in the
oil and gas business, which dates back to the 1920s.  

Jones Energy reported a net loss attributable to common
shareholders of $109.4 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015.  As
of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets,
$1.24 billion in total liabilities, $93.45 million in series A
preferred stock, and $449.3 million in total stockholders' equity.


KING FARMS: Cash Use Denied for Want of Cash Flow Projections
-------------------------------------------------------------
The Hon. Jimmy L. Croom of the U.S. Bankruptcy Court for the
Western District of Tennessee has entered an order denying King
Farms' Expedited Motion for Authority to Use Cash Collateral upon
finding that:

      (a) The Debtor did not file a budget and proposed Order with
its motion;

      (b) The Debtor failed to show that cash collateral would be
expended in the ordinary course of business;

      (c) The Debtor's budget introduced at the hearing reflected
the necessity of additional crop financing, that has not been
obtained, for the Debtor to generate a 2019 crop, and;

      (d) The Debtor's budget did not show funds available for
reduction of pre-petition or postpetition debt for operating loans.


                        About King Farms

King Farms filed a Chapter 11 bankruptcy petition (Bankr. D. Tenn.
Case No. 19-10139) on Jan. 22, 2019.  The petition was signed by
Charles King, managing member.  The case is assigned to Judge Jimmy
L. Croom. The Debtor hired Strawn Law Firm as counsel.  At the time
of filing, the Debtor estimated $500,001 to $1 million in both
assets and liabilities.


LAKOTA INC: Seeks to Hire Kidwell Law as Special Litigation Counsel
-------------------------------------------------------------------
Lakota, Inc. seeks authority from the U.S. Bankruptcy Court for the
District of Minnesota to hire Kidwell Law Office, LLC as special
litigation counsel.

Kidwell will represent the Debtor in these state court litigation
matters:

     a) an appeal styled Timothy Wodarck v. Lakota, Inc. (Case No.
A18-1515) pending before the Minnesota Court of Appeals, which was
in the briefing stage at the time the Debtor's bankruptcy petition
was filed;

     b) an action styled Lakota, Inc., Natalya Kelly and Patrick
Kelly v. Timothy Wodarck (Court File No. 27-CV-19-2489) pending in
the Hennepin County District Court; and

     c) an action styled Lakota, Inc. v. Dale M. Rieppel and Kathy
Rieppel (Court File No. 10-CV-19-128) pending in the Carver County
District Court.

Brian Kidwell, Esq., the firm's attorney who will be providing the
services, will charge an hourly fee of $385.

As disclosed in court filings, Kidwell Law Office neither holds nor
represents any interest adverse to the Debtor and its bankruptcy
estate.

The firm can be reached through:

     Brian F. Kidwell
     Kidwell Law Office
     4601 Excelsior Blvd., Suite 500
     St. Louis Park, MN 55416
     Phone: (763) 218-0018
     Email: Brian@Kidwell-Law.com

                         About Lakota Inc.

Lakota, Inc. -- http://www.badboyscustom.com-- is in the business
of selling, maintaining, repairing, and altering motorcycles.  The
company, which conducts business under the name Badboyscustom, also
offers a plethora of services including storage, trailer rentals,
RV and camper rentals, small engine service, motorcycle sales,
repair, and upgrades.

Lakota filed a voluntary petition (Bankr. D. Minn. Case No.
19-40377)on February 12, 2019. In the petition signed by Natalya Z.
Kelly, chief executive officer, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.

Judge Katherine A. Constantine presides over the case.  The Debtor
is represented by Joel D. Nesset, Esq., at Cozen O'Connor.


LIONS GATE: Egan-Jones Lowers Commercial Paper Ratings to B
-----------------------------------------------------------
Egan-Jones Ratings Company, on February 20, 2019, downgraded the
foreign currency and local currency commercial paper ratings on
debt issued by Lions Gate Entertainment Corporation to B from A3.

Lions Gate Entertainment Corporation, doing business as Lionsgate
is a U.S.-based Canadian entertainment company. It was formed on
July 10, 1997, in Vancouver, British Columbia, Canada.


MACOM TECHNOLOGY: S&P Lowers ICR to 'B-' on Higher Leverage
-----------------------------------------------------------
Protracted weakness in MACOM Technology Solutions Holdings Inc.'s
telecommunications revenues, combined with tepid demand for data
center connectivity products and declining margins, have driven
leverage over 10x for the last two quarters, according to S&P
Global Ratings.

Although S&P expects expanding 5G carrier infrastructure spending
to support stronger revenues in the second half of fiscal 2019 and
a return to positive free cash flow for the year, it believes that
leverage will remain elevated, likely higher than 8x over the next
12 months.

S&P on Feb. 27 lowered its issuer credit rating on MACOM to 'B-'
from 'B' based on S&P Global Ratings-adjusted leverage of 11.5x and
its expectation for leverage to remain above 8x through fiscal
2019.  In addition, S&P lowered its issue-level rating on the
firm's first-lien secured facilities to 'B-' from 'B'.

"Our downgrade of MACOM is based on our view that improving
operational performance in the second half of fiscal 2019 will be
insufficient to reduce leverage below 8x, significantly higher than
the 6x leverage threshold that we noted for the previous 'B'
rating," S&P said. "We believe that leverage will remain elevated
for a sustained period, as recent top-line weakness significantly
reduced the firm's EBITDA margins and meaningful restructuring
costs may be incurred as MACOM attempts to return to its target
operating margin range."

The stable outlook is founded on an expectation that rising 5G and
defense spending will support a stronger second half, improving
margins over the year, and a return to positive free cash flow for
the fiscal year.

The stable outlook on Lowell, Mass.-based high-performance optical,
radio frequency (RF), and analog semiconductor products
manufacturer MACOM reflects S&P Global Ratings' expectation that
recovering optical networking component demand will drop adjusted
leverage to the low-8x area over the next 12 months. S&P also
expects a return to positive free cash flow generation in the
current fiscal year, in spite of modestly higher capital spending.

"While unlikely over the next 12 months, we could consider an
upgrade if telecommunications investment spending recovery is
sustainable and average selling prices (ASPs) for optical
networking components remain sufficiently stable to support a
rebound in MACOM's telecom and data center businesses such that
leverage declines and remains below 6x," S&P said.

"We could lower the rating if communications infrastructure
spending fails to fully recover, or commercialization and adoption
of the company's proprietary technologies are further delayed,
leading to persistently high leverage and negative free cash flow,"
S&P said.


ME SMITH: Seeks to Hire Van Dam Law as Legal Counsel
----------------------------------------------------
M.E. Smith, Inc. seeks authority from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Van Dam Law LLP as its legal
counsel.

Van Dam Law will provide legal services in connection with the
Debtor's Chapter 11 case.  The firm received a pre-bankruptcy
retainer of $10,000.

As disclosed in court filings, Van Dam Law does not hold any
interest adverse to the interest of the Debtor.

The firm can be reached through:

     Michael Van Dam
     Van Dam Law LLP
     233 Needham Street, Suite 540
     Newton, MA 02464
     Phone: 617-969-2900
     Fax : 617-964-4631
     Email: mvandam@vandamlawllp.com

                       About M.E. Smith Inc.

Based in Spencer, Massachusetts, M.E. Smith, Inc. filed a voluntary
Chapter 11 petition (Bankr. D. Mass. Case no. 19-40235) on February
12, 2019, listing under $1 million in both assets and liabilities.
The case has been assigned to Judge Elizabeth D. Katz.  Michael Van
Dam, Esq., at Van Dam Law, LLP, represents the Debtor as counsel.


MESOBLAST LIMITED: Reports $47.7M Loss for Second Half of 2018
--------------------------------------------------------------
Mesoblast Limited reported a loss before income tax of US$27.46
million on US$1.87 million of revenue for the three months ended
Dec. 31, 2018, compared to a loss before income tax of $9.63
million on US$13.39 million of revenue for the three months ended
Dec. 31, 2017.

For the six months ended Dec. 31, 2018, the Company reported a loss
before income tax of US$47.67 million on US$13.50 million of
revenue compared to a loss before income tax of $19.55 million on
US$14.57 million of revenue for the same period in 2017.

As of Dec. 31, 2018, the Company had US$688.33 million in total
assets, US$163.77 million in total liabilities, and US$524.55
million in total equity.

Pro-forma cash on hand at Dec. 31, 2018 was US$92.0 million
(A$130.0 million).

Chief Executive Dr. Silviu Itescu said: "The highlights from the
half year include completion of enrollment in our major
cardiovascular Phase 3 trial, execution of our cardiovascular
partnership in China, and continued revenue growth from product
sales by our licensee in Japan for treatment of acute graft versus
host disease (aGVHD).  Our focus in the coming period is on
obtaining FDA approval for and ensuring a successful commercial
launch of remestemcel-L for aGVHD in the United States."
  
        Corporate Highlights for the Six Months Ended
              Dec. 31, 2018 (first half FY2019)

   * After demonstrating strong survival benefits through Day 180,
     Mesoblast held two successful end-of-phase meetings with the
     FDA covering clinical and manufacturing aspects of the
     upcoming Biologics License Application (BLA) for remestemcel-
     L in the US for use in children with steroid-refractory
     aGVHD.

   * The Company now has a meeting scheduled with the FDA in April
     2019 and is on track to subsequently initiate a BLA filing
     for marketing authorization.

   * Mesoblast's Phase 3 trial in chronic heart failure completed
     patient enrollment, with 566 patients randomized to receive
     Revascor or placebo.  The study, conducted across 55 centers
     in North America, will complete when sufficient primary
     endpoint events have accrued, which is likely to be within 12

     months.

   * Mesoblast completed its transaction with Tasly Pharmaceutical
     Group (Tasly) to establish a strategic cardiovascular
     partnership in China, and received US$40 million on closing.

   * Mesoblast and Tasly held their first Joint Steering Committee
     meeting, with a shared objective to initiate a clinical study

     in China using similar clinical endpoints and targeting a
     similar patient population as in Mesoblast's North American
     Phase 3 trial.  Tasly and Mesoblast will leverage each
     other's clinical trial results to support their respective
     regulatory submissions.

   * The National Institutes of Health (NIH) sponsored 159-patient

     trial of Revascor in end-stage heart failure patients with a
     left ventricular assist device (LVAD) achieved a 76%
     reduction in major gastrointestinal (GI) bleeding events and
     a 65% reduction in associated hospitalizations.  Under the
     Regenerative Medicine Advanced Therapy (RMAT) designation for
     this indication, Mesoblast has received guidance from the FDA

     that reduction in GI bleeding and related hospitalizations is

     a clinically meaningful outcome that could support product
     registration.

   * Mesoblast has expanded its partnership with Japan's JCR
     Pharmaceuticals Co. Ltd. (JCR) for the treatment of wound
     healing in epidermolysis bullosa (EB).  Having been granted
     Orphan Regenerative Medical Product designation for EB in
     October, JCR now intends to seek a label extension for
     TEMCELL1 HS. Inj. in Japan for EB beyond its existing
     approval for the treatment of aGVHD.

   * Management has been expanded to build a commercial team to
     support the Company's launch plans for remestemcel-L and
     operational leadership to drive product life cycle
     management, commercial manufacturing and regulatory
     interactions.

   * The Board of Directors is undergoing a structured succession
     plan and has brought on two new US-based Directors with
     proven expertise in product commercial launches,
     reimbursement and health system economics.

Upcoming Milestones in Second Half FY2019:

   * Mesoblast intends to initiate BLA filing for marketing
     authorization of remestemcel-L following its FDA meeting   
     scheduled for April 2019.

   * Mesoblast's partner Tasly is planning to meet with the
     National Medical Products Administration of China to discuss
     the regulatory approval pathway for Revascor in China.

   * Mesoblast intends to meet with the FDA to discuss the pathway
     for approval of Revascor for the reduction in GI bleeding in
     patients with LVADs.

   * All patients in Mesoblast's Phase 3 trial in MPC-06-ID for
     chronic lower back pain will complete their 12-month
     assessment for safety and efficacy.

Key Financial Highlights for First Half FY2019:

   * Pro forma cash of US$92.0 million at Dec. 31, 2018.

      - This includes US$15.0 million received in January 2019
        from Hercules Capital, Inc. (Hercules) after having
        successfully achieved the clinical milestone of reduction
        in major GI bleeding events and related hospitalizations
        in the NIH trial of Revascor in end stage heart failure
        patients with LVADs;

      * Additional non-dilutive capital of US$35.0 million may be
        available under existing arrangements with Hercules and
        NovaQuest Capital Management, L.L.C. (NovaQuest), subject
        to certain milestones.

   * 43% increase in royalty income on sales of TEMCELL for aGVHD
     in Japan.

   * Stable revenue of US$13.5 million, compared with US$14.6
     million in the first half of FY2018.

   * Increased investment in commercial manufacturing of US$8.0
     million in preparation for potential aGVHD approval.

   * 50% reduction in net operating cash outflows in the first
     half of FY2019 to US$17.5 million.

Detailed Financial Results for the Six Months Ended Dec. 31, 2018
(first half FY2019):

   * Revenues were US$13.5 million for the first half FY2019,
     compared with US$14.6 million for the first half FY2018, a
     decrease of US$1.1 million primarily due to:

       - US$10.0 million milestone revenue recognized in the first
         half FY2019 in relation to establishing a partnership
         with Tasly in China, compared with US$11.8 million
         milestone revenue recognized in the first half FY2018 in
         relation to the patent license agreement with Takeda
         Pharmaceutical Company Limited.

       - US$3.2 million royalties and milestones revenue
         recognized in the first half FY2019 from sales of TEMCELL
         by its licensee in Japan, JCR, compared with US$2.6
         million in the first half FY2018, an increase of US$0.6
         million.  Royalty income from TEMCELL increased by 43%
         for the first half FY2019.

   * Research and Development expenses were US$34.0 million for
     the first half FY2019, compared with US$31.6 million for the
     first half FY2018, an increase of US$2.4 million (8%) as the
     Company invested in its lead clinical programs.

   * Manufacturing expenses were US$9.7 million for the first half
     FY2019, compared with US$1.7 million for the first half
     FY2018, an increase of US$8.0 million due to an increase in
     commercial manufacturing in preparation for GVHD approval.

   * Management and Administration expenses were US$10.7 million
     for the first half FY2019, compared with US$10.6 million for
     the first half FY2018, an increase of only US$0.1 million
     (1%).

   * Finance Costs of US$5.1 million related to loan and security
     agreements entered into with Hercules in March 2018 and
     NovaQuest in June 2018.  No interest expense was recognized
     in the first half FY2018.

Additional components of loss after income tax also include
movements in other items which did not impact current cash
reserves, such as income tax benefits, fair value remeasurement of
contingent consideration, remeasurement of borrowing arrangements
and foreign exchange movements within other operating income and
expenses.

In the first half FY2019 the Company reported a US$44.1 million
loss after tax compared to a profit after tax of US$6.7 million for
the first half FY2018.  The increase in the loss is primarily due
to, in the current period, investment in commercial manufacturing
of US$8.0 million in preparation for GVHD approval, and an increase
of US$5.1 million in finance costs; and in comparison period of
first half FY2018 the Company recognized a one-off non-cash income
tax benefit of US$23.0 million due to a revaluation of tax
liabilities given changes in tax rates and a non-cash US$8.7
million gain on contingent consideration for reduction of future
payments to third parties.  The net loss attributable to ordinary
shareholders was 9.08 cents loss per share, for the first half
FY2019, compared with 1.46 cents earnings per share, for the first
half of FY2018.

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

                     https://is.gd/qLTXHz

                        About Mesoblast

Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines.  The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching . Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).

Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017.  As of Sept. 30,
2018, Mesoblast had US$688.78 million in total assets, US$161.19
million in total liabilities, and US$527.59 million in total
equity.

PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended  June
30, 2018.  The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


MIDATECH PHARMA: Finalizes Strategic Investment & Licence Pact
--------------------------------------------------------------
Midatech Pharma has confirmed that further to the announcement made
by the Company on Jan. 29, 2019 and following the approval at the
general meeting by shareholders of the strategic investment by
China Medical Systems Holdings Limited group and A&B (HK), the
licence agreement entered into by the Company and CMS is now
formally in force.

The strategic investment by CMS and A&B (HK), comprised an GBP 8m
subscription in Midatech, for in aggregate 207,792,206 Ordinary
Shares at a price of 3.85 pence per share.  The Subscription Shares
were admitted to trading on AIM today alongside the Placing Shares
and Open Offer Shares.

From a Midatech product perspective, as stipulated in the licence
agreement, CMS has rights to develop and commercialize the
Company's pipeline of products (including any products which are in
or enter into pre-clinical or clinical development within a period
of three years) in Greater China and certain South East Asian
countries excluding Japan and South Korea in perpetuity. Subject to
certain milestones being achieved, the Company will be entitled to
receive regulatory and sales-based milestone payments as well as
royalty payments.

From a Midatech technology platform perspective the licence
agreement permits CMS to identify its own potential product
opportunities and, if agreed by Midatech, CMS will be entitled to
carry out such development in China with initial assistance from
Midatech which will be funded by CMS through a technology transfer
fee payable to the Company by CMS.  If such products obtain
approval, CMS will retain the rights specific to such developed
products and will license the Company to commercialize them outside
the CMS Territory in the rest of the world.

China Medical System Holdings Limited (HKG: 0867), is a
well-established, innovation-driven specialty pharma with a focus
on sales and marketing in China.  CMS has established the
diversified product introduction strategies to constantly provide
competitive products and services to fulfil the unmet medical needs
of the China market, as well as to sustain the momentum for its
future development.  CMS has a fully-covered nationwide promotional
network, mainly focusing on academic promotion.  As at June 30,
2018, CMS covered over 48,000 hospitals and medical institutions
across China.
  
The collaboration provides Midatech with a key strategic
partnership in China and South East Asia, access to the significant
Chinese market, substantial investment and funds for Midatech's
current key programs, as well as additional CMS funded
opportunities for the Company's technology platforms Q-Sphera,
MidaSolve, and MidaCore.

Dr Craig Cook, chief executive office of Midatech Pharma, said: "We
are delighted to finalise the licence agreement with China Medical
Systems, a leading Hong Kong based Chinese pharmaceutical company.
This is a key collaboration for Midatech that provides a strong
endorsement of our technologies and pipeline whilst establishing a
solid foundation for a successful and ambitious long-term
partnership.  The agreement will enable development of current and
new products and extend our reach to the important markets of China
and South East Asia.  We look forward to developing this
collaboration with CMS."

Mr Lam Kong, chairman and chief executive officer of CMS, said: "We
are excited to work with Midatech and the strategic investment and
licence agreement is testament to our confidence in the value of
the Midatech product pipeline and technologies, and our commitment
to the partnership.  We look forward to a fruitful relationship
with Midatech as we contribute to the development of its innovative
pipeline of products as we incorporate them into the extensive CMS
portfolio."

                     About Midatech Pharma

Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an
international specialty pharmaceutical company focused on the
research and development of a pipeline of medicines for oncology
and immunotherapy.  The Company is developing a range of improved
chemo-therapeutics or new immuno-therapeutics, using its three
proprietary platform drug delivery technologies, all of which are
in the clinic. Midatech is headquartered in Oxfordshire, with an
R&D facility in Cardiff and a manufacturing operation in Bilbao,
Spain.

The report from the Company's independent accounting firm BDO LLP,
in Reading, United Kingdom, the Company's auditor since 2014, 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 an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.

Midatech reported a loss before tax of GBP17.32 million in 2017
following a loss before tax of GBP29.32 million in 2016.  As of
Dec. 31, 2017, Midatech had GBP$49.22 million in total assets,
GBP14.54 million in total liabilities and GBP34.67 million in total
equity.


MONTGOMERY SERVICES: Hires Steven D. Weiner as Accountant
---------------------------------------------------------
Montgomery Services, Inc. d/b/a Mammoth Restoration of The Palm
Beaches, seeks authority from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Steven D. Weiner, CPA, as
accountant to the Debtor.

Montgomery Services requires Steven D. Weiner to prepare required
Federal, State and local tax returns with supporting schedules.

Steven D. Weiner will be paid at the hourly rate of $150

Steven D. Weiner will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Steven D. Weiner, 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.

Steven D. Weiner can be reached at:

     Steven D. Weiner
     851 Route 73 North, Suite G
     Marlton, NJ 08053
     Tel: (856) 983-9000
     E-mail: rweiner45@gmail.com

                  About Montgomery Services

Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm
Beaches, is a leader in Pennsylvania repair and restoration.
Montgomery Services filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
18-15699) on May 11, 2018.  In the petition signed by its
president, Nathan M Smith, the Debtor disclosed under $500,000 both
in assets and liabilities.  Aaron A. Wernick, Esq., at Furr &
Cohen, is the Debtor's counsel.


MOUNT JOY BAPTIST: Seeks to Hire McNamee Hosea as Attorney
----------------------------------------------------------
Mount Joy Baptist Church of Washington, D.C., seeks authority from
the U.S. Bankruptcy Court for the District of Maryland to employ
McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., as attorney to
the Debtor.

Mount Joy Baptist requires McNamee Hosea to:

   a. prepare and file all necessary bankruptcy pleadings on
      behalf of the Debtor;

   b. negotiate with creditors;

   c. represent with respect to Adversary and other proceedings
      in connection with the Bankruptcy;

   d. prepare Debtor's disclosure statement and plan of
      reorganization; and

   e. render any other services related to the Bankruptcy and the
      Debtor's reorganization.

McNamee Hosea will be paid at these hourly rates:

     Attorneys             $300 to $500
     Paralegals               $100

McNamee Hosea will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Craig M. Palik, partner of McNamee Hosea Jernigan Kim Greenan &
Lynch, P.A., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

McNamee Hosea can be reached at:

     Craig M. Palik, Esq.
     MCNAMEE HOSEA JERNIGAN KIM
     GREENAN & LYNCH, P.A.
     6411 Ivy Lane, Suite 200
     Greenbelt, MD 20770
     Tel: (301) 441-2420
     Fax: (301) 982-9450
     E-mail: cpalik@mhlawyers.com

                 About Mount Joy Baptist Church

Mount Joy Baptist Church is a baptist church in Oxon Hill,
Maryland.

Mount Joy Baptist Church of Washington, D.C., a/k/a Mount Joy
Baptist Church, based in Oxon Hill, MD, filed a Chapter 11 petition
(Bankr. D.Md. Case No. 19-11707) on Feb. 8, 2019.  In the petition
signed by Rev. Bruce Mitchell, pastor and CEO, the Debtor estimated
$1 million to $10 million in both assets and liabilities.  Craig M.
Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A.,
serves as bankruptcy counsel.


NABORS INDUSTRIES: Fitch Corrects Feb. 11 Ratings Release
---------------------------------------------------------
Fitch Ratings replaced a ratings release of Nabors Industries, Inc.
published on February 11,  2019 to include Fitch's "Corporates
Notching and Recovery Ratings Criteria" and "Parent and Subsidiary
Rating Linkage," which were omitted from the original release. It
also removes the reference to Fitch's "Sector Navigators Addendum
to the Corporate Ratings Criteria" that appeared in the original
release.

The revised release is as follows:

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

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

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

KEY RATING DRIVERS

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

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

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

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

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

DERIVATION SUMMARY

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

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

KEY ASSUMPTIONS

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

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

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

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

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

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

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

  -- Drilling Solutions reaches a $100 million run-rate EBITDA by
1H 2019;

  -- Capex of approximately $400 million in 2018 followed by
capital spending in the $500 million-$550 million range;

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

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

RATING SENSITIVITIES

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

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

  -- Lease-Adjusted FFO Gross Leverage less than 4.8x;

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

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

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

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

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

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

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

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

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

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

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

Nabors Industries, Ltd.

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

Nabors Industries, Inc.

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

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

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

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

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

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


NASSAU JOHN: Hires Abrams Garfinkel as Real Estate Counsel
----------------------------------------------------------
Nassau John Holdings LLC seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Abrams
Garfinkel Magolis Bergson, LLP, as special real estate counsel to
the Debtor.

Nassau John Holdings requires Abrams Garfinkel to represent the
Debtor with respect to any proposed transactions regarding the
Agreement of Sale and Purchase between the Debtor and Galb Realty
Associates, LLC dated July 3, 2018 over a real property located at
72-78 Nassau Street, New York, New York.

Abrams Garfinkel will be paid at the hourly rate of $195-$500.
Abrams Garfinkel will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Larry Haber, partner of Abrams Garfinkel Magolis Bergson, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Abrams Garfinkel can be reached at:

     Larry Haber, Esq.
     ABRAMS GARFINKEL MAGOLIS BERGSON, LLP
     1430 Broadway
     New York, NY 10018
     Tel: (212) 201-1170

                   About Nassau John Holdings

Headquartered in New York, Nassau John Holdings LLC filed for
chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
18-23921) on Dec. 16, 2018, estimating assets at $50 million to
$100 million and liabilities at $1 million to $10 million.  The
petition was signed by David Goldwasser, as the Managing Member of
GC Realty Advisors, LLC, the Manager of Nassau John Holdings LLC.
ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. is the Debtor's
bankruptcy counsel.



NEOVASC INC: Capital World Owns 3% Stake as of Dec. 31
------------------------------------------------------
Capital World Investors disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 718,914 shares of common stock of Neovasc Inc.,
which represents 3 percent of the 23,649,839 shares believed to be
outstanding.  The Shares reported include 14,145 shares resulting
from the assumed conversion of 14,145 Series A Warrants.

Capital World Investors divisions of CRMC and Capital International
Limited collectively provide investment management services under
the name Capital World Investors.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/3t65Gl

                         About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  The Company's restated balance sheet as
of Sept. 30, 2018, showed $17.37 million in total assets, $33.44
million in total liabilities, and a total deficit of $16.07
million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEOVASC INC: Celebrates 5-Year Anniversary of Tiara Patient
-----------------------------------------------------------
Neovasc Inc. announced that a patient implanted with a Tiara
transcatheter mitral valve replacement device has celebrated her
fifth anniversary since undergoing the procedure.  The Company
believes that this patient is the longest surviving transcatheter
mitral valve replacement therapy recipient in the world.

Dr. Cheung stated, "This patient had a long history of ischemic
cardiomyopathy with multiple heart failure hospitalizations.  She
was referred to our heart failure program at St. Paul's Hospital
for heart transplant evaluation.  Discussion with our Heart Team
included the choice of either going onto the heart transplant list
or receiving a very new technology, the Tiara.  We discussed the
potential risks and benefits with her as she would be only the
second patient in the world to receive this device.  She made the
decision to move forward and successfully received the Tiara.  As a
result of receiving the Tiara device, the patient is alive and
well, without mitral regurgitation (MR), has not required heart
failure hospitalization and is clinically too well for heart
transplantation.  At a recent follow-up, the patient showed a fully
functional valve with a gradient of 3 mmHg and remains in NYHA
I-II."

The patient stated "I wish to express my sincere thanks to everyone
that is helping bring the Tiara to patients.  I am so grateful for
this technology and the hospital for giving me my life back".

Fred Colen, Neovasc's president and chief executive officer,
stated, "We are pleased that this patient has had such a positive
outcome after receiving a Tiara device five years ago, as it speaks
directly to the long-term benefits that this technology offers MR
patients.  We look forward to continuing to treat additional
patients and gain additional clinical experience in our Tiara
Clinical studies."

At the time of the procedure, which was performed by Dr. Anson
Cheung, Professor of Surgery and Director of Cardiac Transplant of
British Columbia at St. Paul's Hospital, Vancouver Canada, the
female patient was 60 years old and a high-risk candidate for
surgery with severe MR.  The Tiara valve was used to replace the
patient's diseased native mitral valve.  Upon implantation the
patient experienced immediate elimination of the MR without
paravalvular leak, as well as an immediate increase in stroke
volume and decrease in pulmonary pressure.  At her two-month
follow-up, the patient demonstrated a marked improvement in
symptoms compared to baseline, with a NYHA Functional Class II
(mild) compared to a NYHA Class IV (severe) prior to the Tiara
implantation.  The New York Heart Association (NYHA) Functional
Classification is a standard method used for classifying the extent
of heart failure symptoms and places patients in one of four
categories based on their limitations in physical activity. As of
the five-year anniversary of undergoing the Tiara implantation,
this patient continues to report excellent prosthetic valve
function, and is currently a NYHA Class I/II with significant
improvement in quality of life.

                          About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  The Company's restated balance sheet as
of Sept. 30, 2018, showed $17.37 million in total assets, $33.44
million in total liabilities, and a total deficit of $16.07
million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEOVASC INC: Prices Public Offering of $5 Million Common Shares
---------------------------------------------------------------
Neovasc Inc. announced the pricing of its underwritten public
offering of 11,111,111 common shares of the Company at a price to
the public of US$0.45 per Common Share, for aggregate gross
proceeds to the Company of approximately US$5 million, before
deducting the underwriting commission and estimated Offering
expenses payable by the Company.  The Offering is expected to close
on or about Feb. 28, 2019, subject to customary closing
conditions.

H.C. Wainwright & Co. is acting as sole book-running manager for
the Offering.

After deducting the underwriting discounts, commissions, and other
offering expenses payable by Neovasc, the Company expects to
receive net proceeds of approximately US$4.050 million.  Neovasc
intends to use the net proceeds from the Offering for the
development and commercialization of the Neovasc Reducer,
development of the Tiara and general corporate and working capital
purposes.

The Common Shares are being offered pursuant to a shelf
registration statement (including a prospectus) previously filed
with and declared effective by the Securities and Exchange
Commission on July 12, 2018 and will be qualified for distribution
in each of the provinces of British Columbia, Alberta,
Saskatchewan, Manitoba and Ontario by way of a final prospectus
supplement to the Company's base shelf prospectus dated July 12,
2018.  The Underwriter will only offer and sell the Common Shares
in the United States either directly or through its duly registered
U.S. broker dealer affiliates or agents.  No Common Shares will be
offered or sold to Canadian purchasers.
A preliminary prospectus supplement and accompanying prospectus
relating to the Offering have been filed and a final prospectus
supplement and accompanying prospectus relating to the Offering
will be filed with the SEC and are and will be available for free
on the SEC's website at www.sec.gov and are and will also be
available on the Company's profile on the SEDAR website at
www.sedar.com.  Copies of the final prospectus supplement and the
accompanying prospectus relating to the Offering may be obtained,
when available, from H.C. Wainwright & Co., LLC, 430 Park Avenue
3rd Floor, New York, NY 10022, or by calling (646) 975-6996 or by
emailing placements@hcwco.com.

Closing of the Offering will be subject to customary closing
conditions, including listing of the Common Shares on the Toronto
Stock Exchange and the Nasdaq Capital Market and any required
approvals of each exchange.  For the purposes of the TSX approval,
the Company intends to rely on the exemption set forth in Section
602.1 of the TSX Company Manual, which provides that the TSX will
not apply its standards to certain transactions involving eligible
interlisted issuers on a recognized exchange, such as the Nasdaq.

                       About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
US$17.37 million in total assets, US$32.06 million in total
liabilities, and a total deficit of US$14.69 million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEOVASC INC: Refiles Financials for Quarter Ended Sept. 30, 2018
----------------------------------------------------------------
Neovasc Inc. has filed the following amendments, which documents
are publicly available on SEDAR at www.sedar.com:

   * unaudited amended and restated condensed interim financial
     statements for the period ended Sept. 30, 2018;

   * amended and restated Management Discussion and Analysis for
     the period ended Sept. 30, 2018; and

   * Form 52-109F2R Certifications by the CEO and CFO pursuant to
     the provisions of National Instrument 52-109 –
Certification
     of Disclosure in Issuers' Annual and Interim Filings.

The A&R Interim Financials and A&R MD&A have been refiled as the
Company did not accrue for the future payments to be made under the
terms of collaboration and settlement agreement with the University
of Pennsylvania as press released on Aug. 3, 2018.  The impact of
the adjustment is to accrue for $1,379,790 of additional future
collaboration and settlement payments in the current period
increasing the loss for the period and the accrued liabilities as
at Sept. 30, 2018.

For the three months ended Sept. 30, 2018, the Company reported a
restated net loss of $14.63 million compared to a net loss of
$13.25 million as previously reported.

The Company's restated balance sheet as of Sept. 30, 2018, showed
$17.37 million in total assets, $33.44 million in total
liabilities, and a total deficit of $16.07 million.  The Company
previously reported total assets of $17.37 million, $32.06 million
in total liabilities, and a total deficit of $14.69 million.

A full-text copy of the Amended Financial Statements is available
for free at https://is.gd/2zW3RP

                          About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEOVASC INC: Settles Litigation with MID for US$3 Million
---------------------------------------------------------
Neovasc Inc. provided a corporate and operational update.

Summary:

  * Resolved previously-disclosed litigation matter through a
    settlement agreement with Micro Interventional Devices, Inc.
    and Endovalve Inc.

  * Received an additional US$1.2 million in proceeds from
    investor-initiated exercises of the last of the Series C
    warrants issued pursuant to the November 2017 underwritten
    public offering.

  * 67% of all the Debt Notes initially issued in the 2017
    Financings, and 92% of the Debt Notes held by one Debt Note
    holder, have been converted into the Company's common shares   

   (one Debt Note holder has converted US$21.9 million of the
    US$23.9 million principal amount of Debt Notes initially
    issued to that Debt Note holder and, to date, the other Debt
    Note holders, holding US$8.8 million have not converted any of

    the Debt Notes they hold, leaving a total of US$10.8 million
    principal amount of Debt Notes outstanding).
  
  * Reports issued and outstanding share capital of 39,266,658
    Common Shares.

  * Various operational updates on Tiara and the Neovasc Reducer.

Fred Colen, CEO of Neovasc, commented, "We are delighted to
announce the resolution of yet another legal challenge from the
past, via a reasonable settlement agreement with MID, which will
remove further uncertainty for the Company moving forward;
furthermore, we are also glad to announce that all of the Series C
Warrants and more importantly all of the underlying Series B
Warrants from the 2017 Financings have now been exercised, leaving
only Series A Warrants and Series E Warrants from the 2017
Financings outstanding.  These outstanding warrants are minimally
dilutive; they convert into 1/100th of a Common Share, irrespective
of the current share price; finally, we are now down to US$10.8
million of Debt Notes outstanding, of which, only US$2 million is
held by the only Debt Note holder who, to date, has been converting
Debt Notes into Common Shares; I see more light at the end of the
tunnel."

MID settlement

On Feb. 19, 2019, the Company entered into a settlement agreement
with MID.  This agreement resolves certain potential claims against
the Company that were described in its management's discussion and
analysis for the third quarter of 2018.  The Settlement Agreement
contemplates certain fees being paid by Neovasc to MID, including
settlement fees in installments totaling US$3 million over the next
two and a half years.  In addition, following the first commercial
sale of the Tiara, Neovasc will pay MID a royalty of 1.3% on the
annual net sales of the Tiara.  Also contained in the Settlement
Agreement are buy-out clauses that allow Neovasc, or an acquirer of
Neovasc or the Tiara assets, to buy-out these royalty obligations.
As part of the Settlement Agreement the claims will be dismissed
with prejudice.  For further details, please see the Material
Change Report filed by the Company on SEDAR and furnished to the
U.S. Securities and Exchange Commission on EDGAR under Form 6-K.

Capital Structure Status Update

The Company has received an additional US$1,200,400 in proceeds
from investor-initiated exercises of 822,192 Series C Warrants. All
Series B warrants, Series C Warrants, Series D warrants and Series
F warrants from the 2017 Financings have now been exercised.  At
the close of business on Feb. 19, 2019, there were 35,950,340
Series A warrants and 22,431,506 Series E warrants issued pursuant
to the 2017 Financings remaining outstanding, together exercisable
for a maximum amount of 583,818 Common Shares.  Of the
US$32,750,000 aggregate principal amount of senior secured
convertible notes issued pursuant to the 2017 Financings, only
US$10,825,000 aggregate principal amount of Debt Notes remain
outstanding (of which, US$8,825,000 aggregate principal amount of
Debt Notes are held by holders that have not converted any Debt
Notes to date; there cannot be any assurance they will not do so in
the future).

As of Feb. 19, 2019, the Company had 39,266,658 Common Shares
issued and outstanding.  The following securities are convertible
into Common Shares: 3,682,489 stock options with a weighted average
exercise price of US$7.73, 35,950,340 Series A Warrants, 22,431,506
Series E Warrants, which could be exercised into 359,503 and
224,315 Common Shares respectively and $10,825,000 principal amount
of Debt Notes, which Debt Notes could convert into 4,366,680 Common
Shares (not taking into account the alternate conversion price or
anti-dilution mechanisms).  The Company's fully diluted share
capital as of the same date is 47,899,645.  Its fully diluted share
capital, adjusted on the assumption that all of the outstanding
Debt Notes are converted using the alternate conversion price at
the closing price on
Feb. 19, 2018, is 62,222,859.

                         About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  The Company's restated balance sheet as
of Sept. 30, 2018, showed $17.37 million in total assets, $33.44
million in total liabilities, and a total deficit of $16.07
million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEOVASC INC: To Present at Annual SVB Leerink Global Conference
---------------------------------------------------------------
Fred Colen, chief executive officer of Neovasc Inc., will present a
corporate overview at the 8th Annual SVB Leerink Global Healthcare
Conference, being held in New York, NY on Feb. 27 – March 1,
2019.

Neovasc Presentation Details
Date: Friday, March 1
Time: 9:00 a.m. Eastern Time
Webcast: http://wsw.com/webcast/leerink32/nvcn

                       About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
US$17.37 million in total assets, US$32.06 million in total
liabilities, and a total deficit of US$14.69 million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEW ENGLAND MOTOR: Seeks Access to JP Morgan Chase Cash Collateral
------------------------------------------------------------------
New England Motor Freight, Inc., and certain of its affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey use the cash collateral of JP Morgan Chase, N.A. in
accordance with the budget during the period of Feb. 11 through
March 11, 2019.

The Debtors propose to utilize the Chase Cash Collateral solely for
(i) post-petition operating expenses and other working capital,
(ii) certain transaction fees and expenses, (iii) permitted payment
of costs of administration of the Cases, including professional
fees, and (iv) as otherwise permitted under the Interim Order and
the Budget.

The Debtors request that they be allowed to exceed the amount of
any weekly line item expenditure Budget by up to 10% thereof, so
long as the total aggregate expenditures of the Debtors, on a
cumulative basis, do not exceed 110% of the total aggregate
expenditures of the Debtors for such budgeted week.

As of the Petition Date, the cumulative amount due under the
letters of credit issued by Chase totals $10,346,000. Pursuant to
the Note, the Debtors granted Chase a security interest in the
Debtors' deposit account maintained at Chase and the Debtors
authorized Chase to setoff and apply all funds in the deposit
accounts maintained at Chase to the indebtedness due to Chase. The
Chase Debt is undersecured by approximately $7 million.

The Debtors propose to provide to Chase the following adequate
protection:

     (a) JP Morgan Chase, N.A. will be granted with valid, binding,
enforceable and automatically perfected liens on and security
interests in all of the Debtors' property (not already subject to a
lien of another secured creditor on the Petition Date) in the
amount of any diminution in value of Chase's cash collateral on the
Petition Date. However, the Replacement Collateral will not include
any claims or causes of action of the Debtors under 11 U.S.C.
Sections 544, 547, 548, 549, 550 or 551 or any proceeds of any of
such claims or causes of action.

     (b) JP Morgan Chase, N.A. will also be entitled to assert an
administrative priority claim under Section 361(3) of the
Bankruptcy Code in the amount, if any, by which the protections
afforded for the Debtors' use, sale, consumption or disposition of
the Chase Cash Collateral prove to be inadequate.

     (c) TD Bank, N.A. is similarly situated to JP Morgan Chase,
N.A., in that TD has issued in excess of $9 million of letters of
credit and is only secured by approximately $2.7 million held in
bank accounts maintained by TD. The rights to be granted to Chase
and TD Bank, as a result of the request of use of cash collateral,
will be pari passu.

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

           http://bankrupt.com/misc/njb19-12809-19.pdf

                  About New England Motor Freight

New England Motor Freight, Inc. -- http://www.nemf.com/-- 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.

New England Motor Freight, Inc. and 10 of its affiliates
simultaneously filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code filed a Chapter 11 petition
(Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019.  In the
petition signed by CRO Vince Colistra, New England Motor estimated
$100 million to $500 million in assets and $50 million to $100
million in liabilities.

The cases are assigned to Judge John K. Sherwood.

The Debtors tapped Gibbons P.C., as counsel; Whiteford, Taylor &
Preston LLP, as special counsel; Phoenix Management Services, LLC,
as restructuring advisor; and Donlin Recano, as Claims Agent.


NEW ENGLAND MOTOR: Seeks Authority to Use TD Bank Cash Collateral
-----------------------------------------------------------------
New England Motor Freight, Inc. and certain of its affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey use the cash collateral of TD Bank, N.A. in accordance with
the budget during the period of Feb. 11 through March 11, 2019.

The Debtors proposes to utilize the TD Cash Collateral solely for
(i) post-petition operating expenses and other working capital,
(ii) certain transaction fees and expenses, (iii) permitted payment
of costs of administration of the Cases, including professional
fees, and (iv) as otherwise permitted under the Interim Order and
the Budget.

The Debtors, however, request that they be allowed to exceed the
amount of any weekly line item expenditure Budget by up to 10%
thereof, so long as the total aggregate expenditures of the
Debtors, on a cumulative basis, do not exceed 110% of the total
aggregate expenditures of the Debtors for such budgeted week.

As of the Petition Date, the cumulative amount due under the
letters of credit issued by TD Bank totals $9,283,000. TD Bank has
frozen approximately $2.8 million of the Debtors' cash in deposit
accounts with TD Bank.

The Debtors propose to provide to TD Bank the following adequate
protection:

     (a) TD Bank will be granted with valid, binding, enforceable
and automatically perfected liens on and security interests in all
of the Debtors' property (not already subject to a lien of another
secured creditor on the Petition Date) in the amount of any
diminution in value of TD Bank's cash collateral on the Petition
Date. However, the Replacement Collateral will not include any
claims or causes of action of the Debtors under 11 U.S.C. Sections
544, 547, 548, 549, 550 or 551 or any proceeds of any of such
claims or causes of action.

     (b) TD Bank will also be entitled to assert an administrative
priority claim under Section 361(3) of the Bankruptcy Code in the
amount, if any, by which the protections afforded for the Debtors'
use, sale, consumption or disposition of the TD Cash Collateral
prove to be inadequate.

     (c) JP Morgan Chase Bank, N.A. is similarly situated to TD
Bank, in that Chase has issued in excess of $10 million of letters
of credit to the Debtors and is only secured by approximately $2.7
million held in bank accounts maintained by Chase. The rights
granted to TD Bank and Chase as a result of the request of use of
cash collateral will be pari passu.

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

             http://bankrupt.com/misc/njb19-12809-20.pdf

                  About New England Motor Freight

New England Motor Freight, Inc. -- http://www.nemf.com/-- 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.

New England Motor Freight, Inc. and 10 of its affiliates
simultaneously filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code filed a Chapter 11 petition
(Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019.  In the
petition signed by CRO Vince Colistra, New England Motor estimated
$100 million to $500 million in assets and $50 million to $100
million in liabilities.

The cases are assigned to Judge John K. Sherwood.

The Debtors tapped Gibbons P.C., as counsel; Whiteford, Taylor &
Preston LLP, as special counsel; Phoenix Management Services, LLC,
as restructuring advisor; and Donlin Recano, as Claims Agent.


NINE WEST: Third Amended Plan Gets Court Approval
-------------------------------------------------
BankruptcyData.com reported that the Court hearing the Nine West
Holdings case confirmed the Debtors' Third Amended Joint Plan of
Reorganization ending a lengthy and often acrimonious Chapter 11
that pitted the Debtors' equity holders Sycamore Partners
Management and Kohlberg Kravis Roberts & Co (together, the "Equity
Holders") against the Debtors' creditors.

BankruptcyData noted that the fight was ultimately settled on
February 8, 2019 when the Equity Holders agreed to a second
increase of a payment that will be shared amongst creditor classes
to $120 million (this time by $5 million, adding to an earlier $10
million concession). Creditors are also in line to share savings
that will result from a cessation of hostilities; and the limiting
of senior, administrative costs that would have been incurred had
the Debtors' stakeholders (and their legions of lawyers) continued
to wage war.

The Third Amended Joint Plan was filed on February 15, 2019.

The Third Amended Joint Plan states, "The modified recoveries for
Classes 5A–5I are the result of additional settlements and
compromises between the case parties and are further described and
implemented in the Third Amended Plan. The enhanced recoveries for
the 2019 Notes Claims, the 2034 Notes Claims, and the General
Unsecured Claims against Nine West Holdings, Inc. under the Third
Amended Plan are the result of the following modifications and
agreements in comparison to the Second Amended Plan."

* Equity Holders Settlement: The Equity Holders have agreed to
   increase their cash contribution from $115 million to $120
   million.

* Distribution of the Equity Holders Settlement: The UTLs will
   receive $16.25 million of the Equity Holders Settlement
   Proceeds (versus 25% of the Distributable Equity Holders
   Settlement Proceeds under the Second Amended Plan) and holders
   of Class 5B, 5C, and 5D Claims will receive a pro rata
   distribution of $48.75 million from the Equity Holders
   Settlement (versus 75% of the Distributable Equity Holders
   Settlement Proceeds under the Second Amended Plan). The
   remaining $55 million of the Equity Holders Settlement Proceeds

   will vest in the Debtors, which may be used to pay the sources
   and uses under the Plan.

* NWHI-Only Unsecured Creditor Cash Recoveries: In addition to
   their share of the Equity Holders Settlement Proceeds, the
   holders of Claims in Classes 5B, 5C, and 5D will also receive
   $29,400,000 in Cash from (a) the first $5,000,000 from the
   Professional Fee Savings, and (b) $24,400,000 from the Debtors.
   
* Unsecured Term Loan Lender Cash Recoveries: In addition to
   their share of the Equity Holders Settlement Proceeds, the
   holders of Claims in Class 5A will also receive Cash in an
   amount equal to (a) the Administrative Expense Savings and (b)
   the Professional Fee Savings in excess of $5,000,000.

* Equity of Reorganized Debtors: Under the Plan, the Unsecured
   Term Lenders were to receive 92.5% of the New Common Stock.
   Under the Amended Plan, the Unsecured Term Loan Lenders have
   agreed to provide an additional 2.5% (as compared to the Plan)
   of the New Common Stock to the non-Unsecured Term Loan Lender
   unsecured creditors of Nine West Holdings, Inc., whose claims
   are in Classes 5B, 5C, and 5D. Holders of claims in Classes 5B,

   5C, and 5D will now receive their pro rata share of
   approximately 9.5% of the New Common Stock (subject to dilution

   by the New Warrants and Management Incentive Plan). The
   remaining approximately 0.5% of the New Common Stock will be
   distributed to holders of Claims in Classes 5E, 5F, 5G, 5H, 5I,

   and 5J.

* New Warrants: The amount of New Common Stock available upon
   exercise of the New Warrants has been reduced from 25 percent
   to 20 percent (subject to dilution by the Management Incentive
   Plan). Terms of the New Warrants are otherwise unchanged.

* Non-Released Parties Trust: The allocation of the Non-Released
   Party Trust Distributable Proceeds has been modified such that
   the first $2.5 million of Non-Released Party Trust
   Distributable Proceeds shall be distributed to holders of the
   2034 Notes Claims, with Non-Released Party Trust Distributable
   Proceeds in excess of $2.5 million to be distributed on a pro
   rata basis to holders of Allowed 2034 Notes Claims (based on an

   allowed claims amount of $319,996,745), Allowed 2019 Notes
   Claims, and Allowed Class 5D General Unsecured Claims against
   NWHI. The Non-Released Party Trust Loan provided by the
   Reorganized Debtors pursuant to the Second Amended Plan has
   been eliminated in the Third Amended Plan. Instead, on the
   Effective Date, the Ad Hoc Group of Unsecured Noteholders will
   provide the approximately $7.7 million Non-Released Party Trust

   Loan to the Non-Released Party Trust.  The Third Amended Plan
   also provides that the Non-Released Party Trust Advisory Board
   will consist of four representatives selected by the Ad Hoc
   Group of Unsecured Noteholders and one selected by the UCC.

* Elimination of GUC Cash-Out Option: The GUC Cash-Out Option in
   the Second Amended Plan has been eliminated, and all elections
   pursuant to the GUC Cash-Out Form are null and void, and of no
   further force or effect. Accordingly, holders of General
   Unsecured Claims in Classes 5D, 5E, 5F, 5G, 5H, and 5I will not

   be entitled to receive cash in exchange for their Non-Cash
   Distributions as set forth in the Second Amended Plan.

* Non-Released Party Trust Cash-Out Option: The Third Amended
   Plan provides the Cash-Out Option to holders of Claims in
   Classes 5B, 5C, and 5D, other than members of the Ad Hoc Group
   of Unsecured Noteholders. Under the Cash-Out Option, holders of

   Claims in Classes 5B, 5C, and 5D (other than members of the Ad
   Hoc Group of Unsecured Noteholders) shall have the opportunity
   to irrevocably elect to receive either (1) their pro rata
   portion of cash equal to 1.78% of such holders' Allowed Claim,
   or (2) their pro rata portion of Non-Released Party Trust
   Interests. The members of the Ad Hoc Group of Unsecured
   Noteholders will provide a commitment to fund the Cash-Out
   Option.

* Elimination of NWHI Administrative Expense Settlement: Under
   the Second Amended Plan, the Debtors settled allocation issues
   with respect to professional and administrative expenses
   incurred in the chapter 11 cases pursuant to the NWHI
   Administrative Expense Settlement, which charged 35 percent of
   such expenses against the Equity Holders Settlement Proceeds
   available for distribution to holders of Claims in Classes 5A,
   5B, 5C, and 5D. The NWHI Administrative Expense Settlement has
   been eliminated under the Third Amended Plan.

* Payment of Ad Hoc Group of Noteholders' Fees and Expenses: The
   Third Amended Plan now provides that the reasonable, actual,
   and documented fees and expenses incurred by the Ad Hoc Group
   of Unsecured Noteholders in the amount of $12.5 million will be

   payable as Restructuring Expenses, or pursuant to a substantial

   contribution application under section 503(b) of the Bankruptcy

   Code.

The following is a summary of classes, claims, voting rights and
expected recoveries (defined terms are as defined in the Plan):

Class 1 ("Other Priority Claims") is unimpaired, deemed to accept
and not entitled to vote on the Plan. The projected amount of
claims is $189,698 and projected recovery is 100%.

Class 2 ("Other Secured Claims") is unimpaired, deemed to accept
and not entitled to vote on the Plan. The projected amount of
claims is $812,852 and projected recovery is 100%.

Class 3 ("Secured Tax Claims") is unimpaired, deemed to accept and
not entitled to vote on the Plan.

Class 4 ("Secured Term Loan Claims") is impaired and entitled to
vote on the Plan. The projected amount of claims is $432,798,741
and projected recovery is 100%.

Class 5A ("Unsecured Term Loan Claims") is impaired and entitled to
vote on the Plan. The projected amount of claims is $305,099,461
and each holder of an Allowed Unsecured Term Loan Claim shall
receive its Pro Rata share of: (i) 91.5% of the New Common Stock,
subject to dilution by the Management Incentive Plan and the New
Warrants; (ii)$16,250,000 in Cash from the Equity Holders
Settlement Proceeds; (iii) $3,700,000 from the Debtors; (iv) Cash
in an amount equal to the Administrative Expense Savings; and (v)
Cash from the Professional Fee Savings in excess of $5,000,000.

Class 5B ("2034 Notes Claims") is impaired and entitled to vote on
the Plan. The projected amount of claims is $255,997,396 and each
holder of an Allowed General Unsecured Claim in Class 5B shall
receive: (i) its Pro Rata share (based on the aggregate amount of
Allowed Claims in Classes 5B, 5C, and 5D) of: (1) $48,750,000 in
Cash from the Equity Holders Settlement Proceeds; (2) the first
$5,000,000 in Cash from the Professional Fee Savings; (3)
$24,400,000 in Cash from the Debtors; (4) 7.981% of the New Common
Stock, subject to dilution by the Management Incentive Plan and the
New Warrants; and (5) the New Warrants; and (ii) Either: (1) its
Pro Rata share (based on (A) an Allowed 2034 Notes Claim in the
amount of $319,996,745, (B) the Allowed Claims in Class 5C, and (C)
the Allowed Claims in Class 5D) of the Class II Non-Released Party
Trust Interests; or (2) solely to the extent that such holder is
not a member of the Ad Hoc Group of Unsecured Noteholders, the
Cash-Out Option to the extent such holder timely elects to receive
the Cash-Out Option.

Class 5C ("2019 Notes Claims") is impaired and entitled to vote on
the Plan. The projected amount of claims is $476,002,016 and each
holder of an Allowed General Unsecured Claim in Class 5D shall
receive: (i) its Pro Rata share (based on the aggregate amount of
Allowed Claims in Classes 5B, 5C, and 5D) of: (1) $48,750,000 in
Cash from the Equity Holders Settlement Proceeds; (2) the first
$5,000,000 in Cash from the Professional Fee Savings; (3)
$24,400,000 in Cash from the Debtors; (4) 7.981% of the New Common
Stock, subject to dilution by the Management Incentive Plan and the
New Warrants; and (5) the New Warrants; and (ii) Either: (1) its
Pro Rata share (based on (A) an Allowed 2034 Notes Claim in the
amount of $319,996,745, (B) the Allowed Claims in Class 5C, and (C)
the Allowed Claims in Class 5D) of the Class II Non-Released Party
Trust Interests; or (2) solely to the extent that such holder is
not a member of the Ad Hoc Group of Unsecured Noteholders, the
Cash-Out Option to the extent such holder timely elects to receive
the Cash-Out Option.

Class 5D ("General Unsecured Claims against NWHI") is impaired and
entitled to vote on the Plan. The projected amount of claims is
$157,897,543 and each holder of an Allowed General Unsecured Claim
in Class 5D shall receive: (i) its Pro Rata share (based on the
aggregate amount of Allowed Claims in Classes 5B, 5C, and 5D) of:
(1) $48,750,000 in Cash from the Equity Holders Settlement
Proceeds; (2) the first $5,000,000 in Cash from the Professional
Fee Savings; (3) $24,400,000 in Cash from the Debtors; (4) 7.981%
of the New Common Stock, subject to dilution by the Management
Incentive Plan and the New Warrants; and (5) the New Warrants; and
(ii) Either: (1) its Pro Rata share (based on (A) an Allowed 2034
Notes Claim in the amount of $319,996,745, (B) the Allowed Claims
in Class 5C, and (C) the Allowed Claims in Class 5D) of the Class
II Non-Released Party Trust Interests; or (2) solely to the extent
that such holder is not a member of the Ad Hoc Group of Unsecured
Noteholders, the Cash-Out Option to the extent such holder timely
elects to receive the Cash-Out Option.

Class 5E ("General Unsecured Claims against Nine West Development
LLC") is impaired and entitled to vote on the Plan. The projected
amount of claims is $92,843 and each holder of an Allowed General
Unsecured Claim in Class 5E shall receive its Pro Rata share of
0.039% of the New Common Stock from the GUC Subsidiary Equity Pool,
subject to dilution by the Management Incentive Plan and the New
Warrants.

Class 5F ("General Unsecured Claims against Nine West Management
Service LLC") is impaired and entitled to vote on the Plan. The
projected amount of claims is $2,705,054 and each holder of an
Allowed General Unsecured Claim in Class 5F shall receive its Pro
Rata share of 0.147% of the New Common Stock from the GUC
Subsidiary Equity Pool, subject to dilution by the Management
Incentive Plan and the New Warrants.

Class 5G ("General Unsecured Claims against Nine West Distribution
LLC") is impaired and entitled to vote on the Plan. The projected
amount of claims is $76,133 and projected recovery is 6.9%. Each
holder of an Allowed General Unsecured Claim in Class 5G shall
receive its Pro Rata share of 0.002% of the New Common Stock from
the GUC Subsidiary Equity Pool, subject to dilution by the
Management Incentive Plan and the New Warrants.

Class 5H ("General Unsecured Claims against One Jeanswear Group
Inc.") is impaired and entitled to vote on the Plan. The projected
amount of claims is $2,386,675 and each holder of an Allowed
General Unsecured Claim in Class 5H shall receive its Pro Rata
share of 0.221% of the New Common Stock from the GUC Subsidiary
Equity Pool, subject to dilution by the Management Incentive Plan
and the New Warrants.

Class 5I ("General Unsecured Claims against Kasper Group LLC") is
impaired and entitled to vote on the Plan. The projected amount of
claims is $1,994,648 and each holder of an Allowed General
Unsecured Claim in Class 5I shall receive its Pro Rata share of
0.110% of the New Common Stock from the GUC Subsidiary Equity Pool,
subject to dilution by the Management Incentive Plan and the New
Warrants.

Class 5J ("General Unsecured Claims against Non-Operating Debtors")
is impaired, deemed to reject and not entitled to vote on the Plan.
The projected amount of claims is $76,352 and projected recovery is
0%.

Class 6 ("Intercompany Claims") is unimpaired/impaired, deemed to
have accepted/rejected and not entitled to vote on the Plan. On the
Effective Date, all Intercompany Claims shall be, as determined by
the Debtors with the reasonable consent of the Requisite Unsecured
Lenders, either:(i) Reinstated, (ii) converted to equity, or (iii)
cancelled and shall receive no distribution on account of such
Claims and may be compromised, extinguished, or settled after the
Effective Date.

Class 7 ("Interests in Holdings") is impaired, deemed to reject and
not entitled to vote on the Plan. Estimated recovery is 0%.

Class 8 ("Intercompany Interests") is unimpaired/impaired, deemed
to have accepted/rejected and not entitled to vote on the Plan. On
the Effective Date, Intercompany Interests shall be, as determined
by the Debtors with the reasonable consent of the Requisite
Unsecured Lenders, either: (i) Reinstated, or (ii) discharged,
cancelled, released, and extinguished as of the Effective Date, and
will be of no further force or effect, and holders of Intercompany
Interests will not receive any distribution on account of such
Intercompany Interests.

Class 9 ("Section 510(b) Claims") is impaired, deemed to reject and
not entitled to vote on the Plan. Estimated recovery is 0%.

                       About Nine West

Nine West Holdings Inc. is a footwear, accessories, women's
apparel, and jeanswear company with a portfolio of brands that
includes Nine West, Anne Klein, and Gloria Vanderbilt.  The company
is a wholesale partner to major U.S. retailers and has
international licensing arrangements covering more than 1,200
points of sale around the world.

In April 2014, Sycamore Partners Management, L.P., acquired The
Jones Group Inc. for $2.2 billion via leveraged buyout.  As part of
the transaction, The Jones Group merged with several affiliates,
and the newly merged company was renamed as Nine West Holdings.

On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
18-10947) to right size their balance sheet, sell the Nine West
Group's assets, and execute on their turnaround strategy to
concentrate exclusively on their One Jeanswear Group, Kasper Group,
The Jewelry Group, and Anne Klein businesses.

In addition to the chapter 11 cases, Jones Canada, Inc., and Nine
West Canada LP commenced foreign insolvency proceeding under the
Bankruptcy and Insolvency Act in Canada.

The Hon. Shelley C. Chapman is the U.S. case judge.

The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres &
Co. as investment banker; Alvarez & Marsal North America LLC as
interim management and financial advisory services provider;
Consensus Advisory Services LLC and Consensus Securities LLC as
investment banker in connection with the sale of intellectual
property associated with the Nine West and Bandolino brands;
Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as
auditor and accountant.

Munger, Tolles & Olson LLP is serving as the company's independent
counsel, rendering services at the direction of independent
directors Alan Miller and Harvey Tepner.  Berkeley Research Group
is serving as independent financial advisor, rendering professional
services at the direction of the Independent Directors.

Prime Clerk LLC is the claims and noticing agent.

The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk &
Wardwell LLP as counsel; and Ducera Partners LLC as financial
advisor.

The Ad Hoc Crossover Group of Secured and Unsecured Term Loan
Lenders tapped King & Spalding LLP as counsel and Guggenheim
Securities, LLC, as financial advisor.

Brigade Capital Management, LP, a party to the RSA tapped Kramer
Levin Naftalis & Frankel LLP as counsel.

The Official Committee of Unsecured Creditors tapped Akin Gump
Strauss Hauer &  Feld LLP as counsel; Houlihan Lokey Capital, Inc.,
as investment banker; and Protiviti Inc. as financial advisor and
forensic accountant.

Sycamore Partners Management, L.P., owner of 90.2% of the equity
interests in the debtors, tapped Proskauer Rose LLP as counsel.
Authentic Brands, which bought Nine West's IP assets, tapped DLA
Piper Global Law Firm as counsel.

                          *     *     *

The Debtors filed a Chapter 11 plan that's based on a restructuring
support agreement signed with certain members of the Secured Lender
Group, certain members of the Crossover Group, and Brigade, who
collectively hold over 78 percent of the company's secured term
loan and over 89 percent of the unsecured term loan.

In an auction on June 8, 2018 for the company's Nine West,
Bandolino and associated brands, brand developer and marketing
company Authentic Brands Group outbid shoe retailer DSW Inc.  The
winning bid of Authentic Brands' ABG-Nine West LLC was $340 million
in cash and other consideration, which is $140 million more than
ABG's stalking horse bid.

The official committee of unsecured creditors has filed a motion
seeking to conduct an examination of and seek discovery from the
Debtors and third parties pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure.  The Committee says its initial
investigation indicates there are a number of potential estate
claims arising from the 2014 LBO.


ORION HEALTHCORP: Court Confirms 3rd Amended Liquidation Plan
-------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Orion
Healthcorp case confirmed the Debtors' Third Amended Joint Plan of
Liquidation.

BankruptcyData noted of these key events in the Debtors' cases:

* Asset Sales:  After marketing their assets and engaging in a
competitive auction, the Debtors sold substantially all of their
assets related to their revenue cycle management business line to
Medical Transcription Billing, Corp. (MTBC) for $12.6 million on
July 1, 2018.  Shortly thereafter, NYNM Management sold
substantially all of its assets related to its independent
physician association business to HealthTek Solutions, LLC for
$16.5 million. The proceeds of the sales to MTBC and HealthTek were
used, in part, to satisfy the Debtors' DIP Loan and administrative
expenses.

* Adversary proceedings:  During the Chapter 11 Cases, the Debtors
also commenced three adversary proceedings against numerous parties
seeking damages in excess of $150 million. In particular, the
Debtors brought two adversary proceedings against prior
shareholders, Parmar and others seeking to recover proceeds or
damages caused by fraudulent transfers and under various state law
claims. Additionally, the Debtors commenced an action against
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., the
Debtors’ former counsel, for, among other causes of action, legal
malpractice, breach of fiduciary duties and unjust enrichment. All
three adversary proceedings are in the early stages of litigation.
The Debtors believe there are additional significant causes of
actions to pursue against individuals and entities related to the
fraud perpetuated by the Debtors' former management.

* Standing Motion Settlement.  As of the Petition Date, the
outstanding principal balance owed by the Debtors to their secured
lenders was not less than $157.6 million. Pursuant to the Debtors'
final DIP Order, the official committee of unsecured creditors was
afforded a period to review and challenge the Secured Lenders'
claims and prepetition liens. Following an investigation of
potential claims that could be asserted against the secured
lenders, the Debtors, secured lenders and Committee reached a
resolution that they believe is in the best interests of the
Estates and has been incorporated into the Plan (the "Standing
Motion Settlement"). Specifically, pursuant to the Plan and the
Standing Motion Settlement, the Debtors, secured lenders and
Committee have agreed that the Secured Lenders will be allowed a
Secured Claim in the amount of $50.0 million (the "Allowed Secured
Lender Claim") and will receive the net sale proceeds and the first
distributions from the liquidating trust up to $50.0 million on
account of the Allowed Secured Lender Claim. Additionally, the
Debtors, Secured Lenders and Committee have agreed that the secured
lenders will be allowed a General Unsecured Claim in the amount of
$107,612,342.74 (the "Secured Lender Deficiency Claim") and will
receive a  pro rata share of the Liquidating Trust Distributable
Cash with the other holders of general unsecured claims.

BankruptcyData noted this summary of claims, classes, voting rights
and projected recoveries under the Plan:

Class 1 ("Other Priority Claims") is unimpaired, deemed to accept
and not entitled to vote on the Plan. The estimated allowed amount
of claims is $111,487.88 and estimated recovery is 100%.

Class 2 ("Secured Tax Claims") is unimpaired, deemed to accept and
not entitled to vote on the Plan. The estimated allowed amount of
claims is unknown and estimated recovery is 100%.

Class 3 ("Allowed Secured Lender Claim") is impaired and entitled
to
vote on the Plan. The estimated allowed amount of claims is $50mn
and estimated recovery is TBD.

Class 4 ("Other Secured Claims") is impaired and entitled to vote
on the Plan. The estimated allowed amount of claims is
$17,156,070.40 and estimated recovery is TBD.

Class 5 ("General Unsecured Claims") is impaired and entitled to
vote on the Plan. The estimated allowed amount of claims is
$271,911,191.22 and estimated recovery is TBD.

Class 6 ("Subordinated Claims") is impaired and entitled to vote on
the Plan. The estimated allowed amount of claims is unknown and
estimated recovery is TBD.

Class 7 ("Interests in Orion") is impaired and not entitled to vote
on the Plan. Estimated recovery is 0%. Unless the Interests are
held by another Debtor in which case such other Debtor shall, by
proposing the Plan, be deemed to accept.    

                      About Orion HealthCorp

Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians.  Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices.  Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley
California.

Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses.  The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).

The Debtors have liabilities of $245.9 million.

The Hon. Carla E. Craig is the case judge.

The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP,
as conflicts counsel; FTI Consulting, Inc., as restructuring
advisor; Houlihan Lokey Capital, Inc., as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.

The Office of the U.S. Trustee on April 4, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl
& Jones LLP as its legal counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC, as its financial advisor.

On July 5, 2018, affiliate New York Network Management, L.L.C.,
followed parent Orion into bankruptcy to implement a deal to sell
its assets for at least $16.5 million.


PARAMOUNT RESOURCES: S&P Cuts Long-Term ICR to 'B+', Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Calgary, Alta.-based Paramount Resources Ltd. to 'B+' from 'BB-'.

The downgrade reflects S&P Global Ratings' updated base-case
scenario on Paramount, with weaker-than-expected financial
performance and cash flows driven by its expectation of weaker
hydrocarbon prices persisting throughout its 2019-2020 cash flow
forecast period. S&P said, "Our expectation of global oil and North
American oil and gas prices remaining at reduced levels led to the
downward revision of our global crude oil and gas prices and
Canadian local prices. Furthermore, as hedges in place roll off in
2020, we believe the company will be unable to lock in attractive
prices for 2020 and beyond."

"We now foresee two-year (2019-2020), weighted-average FFO-to-debt
of 20%-25%, down from our previous expectation of 30%-35%. We also
expect lower capital spending and a significant portion of
Paramount's natural gas production being priced at Chicago, Dawn,
and Malin, which materially reduces the company's exposure to weak
AECO prices," S&P said.

"The negative outlook reflects our weaker-than-expected credit
metrics, with FFO-to-debt of 20%-25% range and our view that
Paramount could underperform our base-case scenario if additional
volatility in Canadian local prices discounts results in further
credit metric deterioration in the next 12 months," S&P said.

S&P said it could lower the rating if Paramount's two-year,
weighted-average fully adjusted FFO-to-debt drops below 20%
consistently. This could result from lower-than-expected
hydrocarbon prices, or if the company fails to meet its production
targets during the next 12 months, according to S&P.

"We could revise the outlook to stable if Paramount improves its
financial credit metrics, with FFO-to-debt consistently increasing
to the higher end of the 20%-30% range, which could follow higher
daily production or realized prices," S&P said.


PAYLESS HOLDINGS: Gets Access to $21M in Interim Bankr. Financing
-----------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Payless
Holdings LLC case issued an order authorizing the Debtors to access
$21 million in interim debtor-in-possession (DIP) financing; $17
million of which is available immediately with a second tranche of
$4 million to be available from March 1, 2019.

The Debtors sought immediate access to the DIP Facility in order to
purchase the Augmentation Inventory and further maximize proceeds
being generated during the Store Closing Sales. While the DIP
Facility and Augmentation Inventory are being used to directly fund
the operations of and benefit the Debtors in the context of the
ongoing Store Closing Sales, the purchases will also help to
support the Debtors' key suppliers, who the Debtors believe provide
goods and inventory to the Debtors on advantageous terms and may be
critical to the support of the Debtors' affiliated international
retail operations in the context of any reorganization scenario.

Key Terms of DIP Facility:

* Borrower: Payless Inc.

* Guarantors: (i) Payless Holdings LLC ("Holdings") and each
  subsidiary of Holdings (other than the Borrower and any Canadian

  subsidiary of Holdings) that is a debtor in the Debtors' chapter

  11 cases and (ii) the Delayed Guarantors.

* DIP Secured Parties: Wilmington Savings Fund Society, FSB, as
  administrative agent and collateral agent for the DIP Lenders
  (the "DIP Agent"). Axar Capital Management LP, Citibank,
  Invesco, Benefit Street and Octagon and/or one or more of their
  respective affiliates, related/advised funds and/or managed
  accounts and/or designees (collectively, the "DIP Lenders").

* Maturity: All DIP Obligations will be due and payable in full in

  cash on the earliest of: (i) September 30, 2019; (ii) the date
  of consummation of one or more sales that, in the aggregate,
  constitutes a sale of all or substantially all of the Non-GOB
  Collateral; (iii) if the Final DIP Order has not been entered by

  the Court on or before the applicable Milestone, the date of the

  applicable Milestone; (iv) the date of acceleration of the DIP
  Loans and the termination of the DIP Lenders' commitments under
  the DIP Facility pursuant to the terms of the DIP Credit
  Agreement; (v) the date the Court orders the conversion of the
  chapter 11 case of any of the Debtors to a chapter 7 liquidation

  or the dismissal of the chapter 11 case of any Debtor; (vi) the
  filing by the Debtors of a proposed chapter 11 plan other than
  the Acceptable Plan; and (vii) the effective date.

* Commitment: A debtor-in-possession delayed draw term loan
  facility (the "DIP Facility", and the term loans thereunder,
  "DIP Loans") in an aggregate principal amount not to exceed $25
  million (net of the original issue discount) (the aggregate
  principal amount of the DIP Lenders' commitments under the DIP
  Facility, the "Total DIP Commitments"). DIP Loans shall be made
  in (i) the Initial DIP Draw on the Closing Date, in an aggregate

  principal amount equal to $17 million (net of the original issue

  discount), (ii) the Interim DIP Draw in an aggregate principal
  amount of $4 million (net of the original issue discount) on or
  after March 1, 2019, and (iii) the Final DIP Draw in an   
  aggregate principal amount of $4 million (net of the original
  issue discount) on or after the date of entry of the Final DIP
  Order (as defined below) in an aggregate amount equal to the
  remaining principal balance of the Total DIP Commitments. The
  DIP Loans shall be made with an original issue discount of 1.50%

  of the aggregate principal amount of such DIP Loans.

* Interest Rates:

  - Interest Rate: LIBOR Rate + 800 bps.

  - Default Rate: Upon the occurrence and during the continuation
    of an Event of Default, interest on the DIP Loans shall accrue

    at the Interest Rate plus an additional 200 basis points per
    annum (the "Default Interest"), which shall be payable in cash

    on demand.  

  - Original Issue Discount: The DIP Loans shall be made with an
    original issue discount of 1.50% of the aggregate principal
    amount of such DIP Loans.

The Court scheduled a hearing to consider the final DIP Order on
March 4, 2019.

                         About Payless

Founded in 1956 in Topeka, Kansas, Payless
--https://www.payless.com -- is an American footwear retailer
selling shoes and accessories for women, men, girls, and boys.
Payless has 3,400 stores in more than 40 countries. Payless also
operates an e-commerce business through which it sells goods online
at www.payless.com and Amazon.  Payless first traded publicly in
1962, and was taken private in May 2012.

Payless Holdings LLC and 26 of its affiliates filed for bankruptcy
(Bankr. D. Mo., Lead Case No. 19-40883) on February 18, 2019.  The
petition was signed by Stephen Marotta, chief restructuring
officer.

The Debtors have estimated assets and liabilities of $500 million
to $1 billion.

The Hon. Honorable Kathy A. Surratt-States presides over the
cases.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as lead
counsel and Armstrong Teasdale LLP as co-counsel. Cassels Brock &
Blackwell LLP acts as CCAA proceedings counsel; Seward & Kissel LLP
acts as independent managers; Ankura Consulting Group, LLC as
restructuring advisors; PJ Solomon, L.P. as financial advisor and
investment banker; PJ Solomon, L.P., as notice and claims agent;
Reevemark LLC as communications consultant; Malfitano Advisors LLC
as liquidation advisors; and Great American Group, LLC and Tiger
Capital Group, LLC as liquidation agents.


PEARL CITY GARAGE: Feb. 28 Cash Collateral Status Conference Set
----------------------------------------------------------------
Counsel for Pearl City Garage, Inc. acknowledges that there is
additional information required, including a budget, before a
determination can be made on the use of cash collateral -- this
undertaking is still in progress.  Accordingly, Bankruptcy Judge
Anita L. Shodeen has set a status conference on the use of cash
collateral for on Feb. 28, 2019 to determine whether an evidentiary
hearing is required for final use.  A stipulation or proposed order
will be submitted to the Court in the event the parties reach an
agreement for the use of cash collateral.

                      About Pearl City Garage

Pearl City Garage, Inc. is a factory engaged in the business of
painting and anodizing metal parts in Muscatine, Iowa.  The Company
filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221),
on Feb. 7, 2019.  The Debtor is represented by Joseph A. Peiffer,
Esq. of AG & Business Legal Strategies.


PIONEER ENERGY: Provides Operations Update and Revised Guidance
---------------------------------------------------------------
From time to time, senior management of Pioneer Energy Services
meets with groups of investors and business analysts.  The Company
has prepared slides in connection with management's participation
in those meetings and participation in the 2019 Simmons Energy
Conference.  The slides provide an update on the Company's
operations, revised guidance, and certain recent developments,
which among others, include the following:

First Quarter Update Guidance

   * Domestic drilling margin per day is expected to be $9,700 to
     $10,200 per day with utilization of 100%.

   * International drilling margin per day is expected to be
     $9,000 to $10,000 per day with utilization of 80% to 83%.

   * Production services revenues could range between down 3% to
     up 3% depending on a variety of factors such as weather and
     the timing of expected client activity.  Margin as a
     percentage of revenue is expected to be 18% to 21%.

The slides are available for free at https://is.gd/5gdSAu

                    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,
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.

Pioneer Energy reported 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.

                          *    *    *

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.


POST PRODUCTION: Unsecured Creditors to Get $20,000 Under Plan
--------------------------------------------------------------
Post Production, Inc., filed a Chapter 11 plan of reorganization
and accompanying disclosure statement.

Class 5 - This Class is impaired and includes all allowed general
unsecured claims against the  Debtor. The total amount of such
claims is approximately $1,240,459. The bar date for filing claims
was set as September 28, 2018.  The bar date for objecting to
claims was November 30, 2018.  The total amount of payments (over
time) to satisfy allowed general unsecured claims is $20,000, with
the first and only payments in the amount of $20,000 on a pro rata
basis.

Plan payments will come from the sale of the Debtor's business,
which has closed.

A full-text copy of the Disclosure Statement dated February 20,
2019, is available at https://tinyurl.com/y2yvo8xv from
PacerMonitor.com at no charge.

                    About Post Production

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

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


PRAGAT PURSHOTTAM: Rental Income, New Value to Fund Plan
--------------------------------------------------------
Pragat Purshottam, Inc., filed a Chapter 11 plan of reorganization
and accompanying disclosure statement proposing to pay its
creditors from cash derived from operations, which is primarily
rental income, and also, new capital provided by the equity
security claim holder to fund the Plan. The term of the Plan will
be five years and will be substantially
consummated and completed about March, 2024.  Pursuant to 11 USC
Section 1129(b)(2)(B)(ii), the equity owners in the company will
contribute $60,558.00 in new value to the Debtor to satisfy the
absolute priority.

Class 4A Claims consist of the general unsecured claims of trade
creditors and suppliers of goods and services to the Debtor prior
to the Petition Date.  Class 4B Claims consist of the bifurcated
unsecured claims of Phoenix in excess of the secured claim(s) held
by Phoenix including such amounts of attorneys' fees, interest and
expenses.

Payments to Class 4A and Class 4B shall be made in pari passu with
one another and will be paid pro rata with other claims within each
sub class derived from the internal cash flow generated by the
Reorganized Debtor from the continued operations of its Church.
Class 4A and 4B claims shall be paid, pro rata, from the cash flow
in four annual payments starting six months following the Effective
Date and continuing quarterly until the later of the fifth annual
anniversary of the Effective Date.

Class 1 Secured Mortgage Claim of Phoenix REO, LLC (Phoenix).
Phoenix is the holder of a mortgage on the Debtor's commercial
shopping center real property. The claim of Phoenix is scheduled by
the Debtor on Schedule D of the Petition in the amount of
$1,527,814.25. This secured claim portion shall be treated as
secured and be paid based upon a 20-year amortization, at 5.5% per
annum with a balloon payment of then due balance to be made five
(5) years after the date of confirmation. The payments of principal
and interest would be $2407.61 per month. At the end of 60 months
when the balloon payment is due the principal balance due would be
$294,658.47.

Class 2 Claims: The secured claim of the DuPage County Treasurer.
Property taxes owed by the Debtor to the DuPage County Treasurer
total $70,000.00 and have been sold to a third party. Debtor shall
pay the sum of $1945.00 per month for 36 months to a to be
established tax escrow account for the purposes of redeeming the
property.

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 the new value
infusion of capital by the equity security holder and existing
cash, cash equivalents, and/or the sale of the Debtor's property.

A full-text copy of the Disclosure Statement dated February 20,
2019, is available at https://tinyurl.com/y2lnek2f from
PacerMonitor.com at no charge.

                 About Pragat Purshottam

Pragat Purshottam, Inc., is a real estate company that owns a
commercial property located at 270-280 Glen Ellyn Road,
Bloomingdale, Illinois.  The company valued the property at
$500,000.

Pragat Purshottam sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-20221) on July 19,
2018.  In the petition signed by Nikunj Patel, manager, the Debtor
disclosed $505,578 in assets and $1,559,150 in liabilities.  Judge
Carol A. Doyle oversees the case.


PRINT GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Print Group, Inc.
        1440 W Skyline Ave
        Ozark, MO 65721

Business Description: Print Group, Inc. --
                      https://printgroupinc.com -- is a full-
                      service printing communications company.
                      Located in Ozark, Missouri, the Company
                      serves the Springfield, Fayetteville,
                      Columbia, Kansas City, and St. Louis
                      markets.  Print Group provides high-end
                      color sheetfed offset printing and short-run
                      digital printing.  In addition, Print Group
                      also offers graphic design and prepress
                      services.  Other services offered are
                      signage and display graphics, flexographic
                      printing and mailing services.

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Case No.: 19-60207

Judge: Hon. Cynthia A. Norton

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: 417-890-1000
                  Fax: 417-886-8563
                  Email: bk1@dschroederlaw.com

Total Assets: $1,249,760

Total Liabilities: $3,583,693

The petition was signed by Jay Wacha, president.

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

             http://bankrupt.com/misc/mowb19-60207.pdf


PROTEROS LLC: Unsecured Creditors To be Paid 100% Without Interest
------------------------------------------------------------------
Proteros LLC filed a Chapter 11 plan of reorganization and
accompanying disclosure statement.

Class 4 - General Unsecured Creditors are impaired. All allowed
unsecured claims shall be paid in full without interest on or
before the one-year anniversary of the Effective Date.

Class 1 - Secured claim of Washoe County Treasurer are impaired
with allowed secured claim $9,063.17. The Allowed Class 1 Secured
Claim of the Washoe County Treasurer will be paid in full on or
before the date falling 45-days after the Effective Date.

Class 2 - Secured claim of Wilshire are impaired with allowed
secured claim $2,372,500, plus any allowed interest and fees. The
Allowed Class 2 Secured Claim of Wilshire shall be paid in full on
or before the date falling 45-days after the Effective Date.

Class 3 - Secured claim of David Michael & Kahtleen Geney are
impaired with allowed secured claim $80,000, plus any allowed
interest and fees.

The Allowed Class 3 Secured Claim of David Michael & Kathleen Geney
shall be paid in full on or before the date falling 45-days after
the Effective Date.

Payments and distributions under the Plan will be funded by either
a sale of the Bell Street Property or from capital contributions
from the Debtor's affiliates.

A full-text copy of the Disclosure Statement dated February 20,
2019, is available at https://tinyurl.com/yxf2jyo4 from
PacerMonitor.com at no charge.

                  About Proteros LLC

Proteros LLC filed as a domestic limited liability company in
Nevada on Nov. 1, 2005, according to public records filed with
Nevada Secretary of State.

Proteros sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Nev. Case No. 18-51330) on Nov. 23, 2018.  At the time
of the filing, the Debtor estimated assets of $1 million to $10
million and liabilities of the same range.  The case is assigned to
Judge Bruce T. Beesley.  Darby Law Practice, Ltd., is the Debtor's
counsel.



PUGLIA ENGINEERING: Hires Seyfarth Shaw as Special Counsel
----------------------------------------------------------
Puglia Engineering, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Western District of
Washington to employ Seyfarth Shaw LLP, as special counsel to the
Debtor.

Puglia Engineering requires Seyfarth Shaw to represent the Debtor
as employment litigation counsel in the employment discrimination
lawsuit currently pending against the Debtor, in a case captioned
as Frankie Antoine vs. BAE Systems, Inc., et al., Case No.
4:17-CV-02231 SBA, with the U.S. District Court for the Northern
District of California.

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

G. Daniel Newland, partner of Seyfarth Shaw LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Seyfarth Shaw can be reached at:

     G. Daniel Newland, Esq.
     SEYFARTH SHAW LLP
     975 F. Street, N.W.
     Washington, D.C. 20004
     Tel: (202) 463-2400
     Fax: (202) 828-5393

                    About Puglia Engineering

Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a
ship builder and repairer based in Tacoma, Washington. It is a
privately-held company founded in 1991. The company has locations
in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland,
California.

Puglia Engineering sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14,
2018.  In the petition signed by Neil Turney, president, the Debtor
disclosed $14.26 million in assets and $21.13 million in
liabilities.

Judge Brian D. Lynch oversees the case.

James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's
bankruptcy counsel.

The Office of the U.S. Trustee for Region 18 appointed an official
committee of unsecured creditors on May 3, 2018.  The committee
retained CKR Law LLP as its legal counsel; DBS Law, as local
counsel; McKool Smith, P.C., as special litigation counsel.


QBS PARENT: Fitch Affirms 'B' Long-Term IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for QBS Parent, Inc. (Quorum) at 'B'. The Rating Outlook is
Stable. Fitch has also affirmed the 'BB-'/'RR2' rating for Quorum's
upsized $35 million (from $30 million) first-lien secured revolver
and $334 million (from $244 million) first-lien secured term loan.
The upsized $125 million (from $85 million) second-lien secured
term loan is not being rated.

The $130 million incremental debt, along with incremental equity
contribution from Thoma Bravo, is to fund the acquisition of
Coastal Flow Measurement, Inc. that was announced on Feb. 8, 2019.
Fitch estimates the incremental pro forma gross leverage to be
approximately neutral. Fitch estimates Quorum's 2019 pro forma
gross leverage to be 7x declining to 6.3x in 2020 primarily through
EBITDA growth. Quorum's operating profile and leverage are
consistent with other vertical software companies in the 'B' rating
category. As the gross leverage is near the previously established
negative sensitivity for the 'B' rating, there is no capacity for
incremental leverage in the near term.

KEY RATING DRIVERS

Exposure to Energy Industry Cyclicality: Quorum's software products
are generally considered mission critical and resilient through the
energy industry cycles; however, its services segment is more
susceptible to industry cyclicality. During 2015-2016 energy
industry down cycle, Quorum's software subscription revenue and
support revenue continued to grow at a steady pace; however, total
revenue declined as services revenue contracted. The strong
profitability of the software products enabled the company to limit
downside to its EBITDA margins the down cycle.

Improving Revenue Structure: Quorum has meaningfully improved
visibility to its revenue by increasing the proportion of its
recurring/re-occuring revenues consisting primarily of subscription
and support revenues. As demonstrated through the energy industry
down cycle in 2014-2016, subscription revenue remained resilient
despite sharp decline in service revenue. The proportion of
recurring/re-occurring revenue increased substantially over the
last 10 years. The improved revenue structure should mitigate some
risks from industry cyclicality.

High End Market Concentration: Quorum serves a diverse set of over
525 customers with the top 10 representing 13% of total recurring
revenue. While industry structure could vary over time, Quorum's
exposure to a large part of the value chain could enable the
company to maintain relatively more diversity in its customer base.
Nevertheless, Quorum's end-market concentration remains high.

Platform Products Drive Increasing Customer Spend: Quorum has
increased per customer revenue by 187% between 2015 and LTM through
1Q 2018. The breadth of platform products Quorum offers enables the
company to increase product penetration through cross-selling. The
platform nature enables efficient implementation of incremental
products after initial customer adoptions providing strong value
proposition for customers to add on additional product modules. In
addition, broader product implementation by customers should
increase customer switching costs given the higher complexity that
arises with multiple product implementations. Such dynamics, in
conjunction with a subscription-based software revenue model,
should provide Quorum with greater resilience.

Private Equity Ownership Could Limit Deleveraging: Pro forma for
the Coastal Flow Measurement, Inc. (Coastal Flow) acquisition,
Fitch estimates Quorum's 2019 gross leverage to be elevated at 7x
(EBITDA excluding deferred revenue) declining to 6.3x in 2020.
Fitch believes the company has sufficient FCF capacity to de-lever
to below 6x gross leverage by 2021. In spite of the deleveraging
capacity, Fitch expects the company to de-lever at a more moderate
pace, given the potential for bolt-on acquisitions and potential
for dividend recapitalization to maximize ROE for equity owners.

DERIVATION SUMMARY

Quorum announced plans to acquire Coastal Flow on Feb. 8, 2019.
Quorum plans to finance the transaction with $90 million
incremental first lien term loan, $40 million incremental second
lien term loan, and incremental sponsor equity from Thoma Bravo.
Pro forma for the transaction, outstanding first lien term loan
would be $334 million and second lien term loan would be $125
million. The first lien revolving credit facility would be
increased to $35 million from $30 million. Fitch believes the
acquisition of Coastal Flow would strengthen Quorum's broad energy
sector solutions by adding a market leading product in flow
measurement. Coastal Flow's Flow-Cal product is recognized as the
industry standard for hydrocarbon flow measurement consisting of
software, equipment, field services, and laboratory services.
Flow-Cal is highly complementary to Quorum's existing products in
the energy industry and would improve Quorum's market position in
both upstream, midstream and pipeline markets.

Fitch's ratings are supported by Quorum's industry-leading software
solutions for the energy sector covering the upstream, midstream,
and pipeline segments of the value chain. The company benefits from
its solutions platform through cross-selling opportunities and
greater stickiness for its products; Quorum's product platform
includes 27 software modules with 1500 installations with 525
clients. The acquisition of Coastal Flow would further expand
Quorum's solutions and customer base. The shift toward a SaaS model
for its software in recent years provides the company with greater
visibility into its software revenue outlook substantially reducing
the revenue and profit volatility through the industry cycles.
Nevertheless, Quorum's high concentration in the energy sector
exposes the company to industry cyclicality; over 30% of Quorum's
estimated 2018 revenue is non-recurring in nature, down from over
50% in 2015, and could be susceptible to energy industry cycles.

Fitch estimates Quorum's 2019 pro forma gross leverage to be 7x
with capacity to de-lever to below 6x by 2021 primarily through
EBITDA growth. Quorum's operating profile and leverage are
consistent with other vertical software companies in the 'B' rating
category. As the gross leverage is near the previously established
negative sensitivity for the 'B' rating, there is no capacity for
incremental leverage in the near term. Given the private equity
ownership, Fitch expects the magnitude of de-leveraging to be
limited as its equity owners optimize the return on equities. The
over 50% equity in Quorum's total capitalization reflects the
confidence Thoma Bravo has in Quorum's business outlook.

KEY ASSUMPTIONS

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

  - Organic revenue growth of approximately 10%;

  - EBITDA margins expanding from mid-20s in 2017 to 35% in 2019 as
cost reduction efforts since LBO by Thoma Bravo and other
acquisition synergies are realized;

  - Acquisitions averaging $10 million per year in 2020-2021;

  - Debt repayment limited to mandatory amortization over Fitch's
rating horizon;

  - Coastal Flow acquisition completed in 1Q 2019; majority of
run-rate reduction realized by 4Q 2019.

In estimating a distressed enterprise value (EV) for Quorum, Fitch
assumes a going concern EBITDA that is approximately 20% lower
relative to the pro forma 2019 pro forma EBITDA incorporating
recently acquired entities and cost reduction and synergies largely
realized. This could be driven by prolong down cycle in the energy
sector resulting in a 5% decline in revenue and approximately 500
bps contraction in EBITDA margins. The revenue decline is more
moderate than the previous down cycle where revenue declined by
14%; Quorum has since raised the visibility of its revenue outlook
by significantly increasing the proportion of recurring/re-occuring
revenue. Fitch assume a 6.5x EV multiple in its recovery analysis.
In the 21st edition of Fitch's Bankruptcy Enterprise Values and
Creditor Recoveries case studies, Fitch notes nine past
reorganizations in the Technology sector with recovery multiples
ranging from 2.6x to 10.8x. Of these companies, only three were in
the Software sector, Allen Systems Group, Inc., Avaya, Inc. and
Aspect Software Parent, Inc. and received recovery multiples of
8.4x, 8.1x and 5.5x, respectively. Fitch believes Quorum's strong
position in software solution for the energy sector and highly
visible revenue outlook support a recovery multiple in the middle
of this range.

RATING SENSITIVITIES

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

  - Fitch's expectation of forward gross leverage sustaining below
5.5x;

  - FCF margin sustaining above 15% and greater than $50 million;

  - FFO adjusted gross leverage sustained below 6.0x;

  - Revenue growth greater than 10% implying market share gain.

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

  - Fitch's expectation of FCF margin sustaining below 5% implying
less financial flexibility;

  - Revenue growth sustaining in low single-digits;

  - Gross leverage sustaining above 7x;

  - FFO adjusted gross leverage sustained above 7.5x.

LIQUIDITY

Pro forma for the Coastal Flow acquisition, Quorum will have
adequate liquidity of $15 million in unrestricted cash and cash
equivalents and a $35 million revolving credit facility (undrawn)
maturing in 2023. The company's liquidity profile is supported by
solid EBITDA and FCF generation.

Pro forma for the Coastal Flow acquisition, the company's new
capital structure will consist of the following:

  - $35 million senior secured revolving credit facility (undrawn
at close) due 2023;

  - $334 million senior secured first lien term loan due 2025;

  - $125 million senior secured second lien term loan due 2026.

Fitch believes that the company has sufficient cash on hand to
handle all upcoming bank debt repayments in the near term.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

QBS Parent, Inc.

  -- Long-Term IDR at 'B'; Outlook Stable;

  -- $35 million first lien secured revolving credit facility at
'BB-'/'RR2';

  -- $334 million first lien secured term loan at 'BB-'/'RR2'.


QUALITY CONSTRUCTION: F&B, Ryan Ours Added as Attorneys
-------------------------------------------------------
Quality Construction & Production, LLC, and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Western
District of Louisiana to employ Frederick & Beckers, LLC, and Ryan
N. Ours, Attorney at Law, LLC, as special counsels to the Debtors.

Quality Construction requires the special counsels to advise and
represent the Debtors in certain legal matters, advise and
represent the Debtors in possible breaches of the non-disclosure
agreement between the Debtors and The Stone Street Group, Inc.,
breach of fiduciary duty, failure to abide by good faith and fair
dealing, unfair trade practices and other causes of action against
The Stone Street Group, Inc., and other parties.

The special counsels will be paid at these hourly rates:

     Attorneys             $250 to $325
     Paralegals               $120

The special counsels will also be reimbursed for reasonable
out-of-pocket expenses incurred.

The Debtors assured the Court that the firms are a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

The special counsels can be reached at:

     Brent Frederick, Esq.
     FREDERICK & BECKERS, LLC
     112 Founders Dr., Suite 101
     Baton Rouge, LA 70810
     Tel: (225) 372-6000
     Fax: (225) 372-6015
     E-mail: brent@frederickbeckers.com

          - and -

     Ryan Ours, Esq.
     RYAN N. OURS, ATTORNEY AT LAW, LLC
     451 Florida, Suite 800
     Baton Rogue, LA 70801
     Tel (225) 387-3221

                 About Quality Construction

Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people.  The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps.  QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.

Quality Construction & Production and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018.  In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.  

The Hon. Robert Summerhays is the case judge.

The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Frederick & Beckers, LLC, and Ryan N. Ours,
Attorney at Law, LLC, as special counsels; Elmore Consulting, LLC,
as financial consultant; and Donlin, Recano & Company as claims and
noticing agent.

The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018.  The Committee
retained H. Kent Aguillard as counsel.


QUINCY ST III: Creditors To be Paid from Property Sale Proceeds
---------------------------------------------------------------
Quincy St III Corp., filed a Chapter 11 plan and accompanying
submits this Disclosure Statement.

Class 7: Representing the allowed claims of unsecured creditors.
The Allowed claims of this Class shall be paid from the sale of the
Property.

Class 1: Representing the claims of the Mortgagee. This creditor
holds a first position Mortgage security interest in the Real
Property. This creditor filed a claim asserting a  claim in the
approximate amount of $1,000,000 (Claim No. 1). The Allowed claims
of this Class shall be paid from the proceeds of the sale of the
Real Property.

Class 2: Representing the allowed claims of the New York City
Department of Taxation and Finance for real estate taxes. This
creditor filed a claim (Claim No. 6) asserting a claim in the
amount of $1,200.35 and also asserting a security interest.  The
Allowed claims of this Class shall be paid from the sale of the
Property.

Class 3: Representing the allowed claims of the New York City Water
Board. This creditor file a claim (Claim No. 4) asserting a claim
for water and sewer charges in the amount of $5,209.85 asserting a
security interest.  The Allowed claims of this Class shall be paid
from the sale of the Property.

Class 4: Representing the allowed claim of the New York City Office
of Administrative Trials and Hearings ("OATH") claimed in the
amount of $15,188.38 (Claim No. 5) asserting a security interest in
$12,788.38 and unsecured in the amount of $2,400.00. The Allowed
claims of this Class shall be paid from the sale of the Property.

Class 5: Representing the allowed claims of the New York State
Department of Taxation and Finance. This creditor filed a claim
(Claim No. 2) asserting a claim in the amount of $1,218.75 of which
$858.19 is purported to be claimed as priority and the balance in
the amount of $360.56 is unsecured.  The Allowed claims of this
Class shall be paid from the sale of the Property.

Class 6: Representing the allowed claims of the Department of
Treasure Internal Revenue Service. This creditor filed a claim
(Claim No. 3) asserting a claim in the amount of $20,352.14 of
which $18,710.69 is alleged to be an unsecured priority claim based
upon  unfiled corporation and income taxes and the balance is a
general unsecured claim.  The Allowed claims of this Class shall be
paid from the sale of the Property.

Class 8: Representing the equity holders of the Debtor.  The
Allowed claims of this Class shall be paid from the sale of the
Property. The occurrence of any one of the following shall
constitute a default by the Debtor under the Plan with respect to
creditors.

The Debtor will receive funds to fund the Plan from the net
proceeds of the sale of  the Debtor's Real Property.

A full-text copy of the Disclosure Statement dated February,  20,
2019, is available at https://tinyurl.com/y6gtapcv from
PacerMonitor.com at no charge.

                  About Quincy St III Corp

Quincy St III Corp., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 18-22294) on Feb. 22, 2018, estimating under $1
million in both assets and liabilities.



REPUBLIC METALS: Has Interim Cash Collateral Budget for March 2019
------------------------------------------------------------------
Republic Metals Refining Corporation, and its debtor-affiliates
submitted to the U.S. Bankruptcy Court for the Southern District of
New York their revised fifth interim cash collateral budget.

The revised fifth interim cash collateral budget provides total
operating expenses of $1,883,000 for the period from week ending
March 2 through week ending March 30, 2019.

A full-text copy of the Debtors' Revised Fifth Interim Cash
Collateral Budget is available at

            http://bankrupt.com/misc/nysb18-13359-651.pdf

                   About Republic Metals Refining

Founded in 1980, Republic Metals Refining Corporation and its
affiliates are refiner of precious metals with a primary focus on
gold and silver.  They have the capacity to produce approximately
80 million ounces of silver and 350 tons of gold, along with over
55 million pieces of minted products per annum.  Suppliers ship
unrefined gold and silver to Republic for refining from all over
The United States and the Western Hemisphere.  They provide their
products and services to a diverse base of global mining
corporations, financial institutions and jewelry manufacturers.

Republic Metals Refining, Republic Metals Corporation and Republic
Carbon Company, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on
Nov. 2, 2018.

In the petition signed by CRO Scott Avila, Republic Metals Refining
estimated assets of $1 million to $10 million and liabilities of
$100 million to $500 million.

The Debtors tapped Akerman LLP as their legal counsel; Paladin
Management Group, LLC as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.

On Nov. 19, 2018, the Office of the United States Trustee for
Region 2 appointed an official committee of unsecured creditors.
The Committee retained Cooley LLP, as counsel; and CBIZ Accounting,
Tax & Advisory of New York, LLC, and CBIZ, Inc., as financial
advisor.


RESOLUTE ENERGY: Stockholders Approve Merger with Cimarex Energy
----------------------------------------------------------------
At a special meeting of stockholders of Resolute Energy Corporation
held on Feb. 22, 2019, Resolute's stockholders voted to approve the
adoption of the merger agreement between Resolute and Cimarex
Energy Co.

15,950,431 shares voted in favor of the proposal to adopt the
merger agreement.  This represents approximately 85% of the total
shares of Resolute's common stock represented and entitled to vote
at the special meeting, and more than 99% of the votes cast,
excluding those stockholders who abstained from voting on the
merger proposal.

As previously announced, on Nov. 18, 2018, Resolute and Cimarex
entered into the merger agreement by which Cimarex will acquire
Resolute in a cash and stock transaction.  With the receipt of the
required stockholder approval, Resolute and Cimarex expect to close
the transaction on March 1, 2019, subject to satisfaction of the
remaining customary closing conditions.

                      About Resolute Energy

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

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


RIVARD COMPANIES: Seeks OK for Continued Use of Cash Collateral
---------------------------------------------------------------
Rivard Companies, Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Minnesota for continued use of cash
collateral in the ordinary course of its business.

The Debtor is simply proposing to use cash collateral to pay
essential operating expenses and grant replacement liens in the
Debtor's assets to: (a) Itria Ventures, LLC; (b) Village Bank; (c)
LG Funding; (d) Samson Horus; (e) Queen Funding; and (f) Fox
Capital Group, which replacement liens will have the same priority,
dignity and effect as the prepetition liens held by said creditors,
all pending the hearing on the Debtor's Motion.

Pursuant to the Cash Collateral Budget, the Debtor projects the
Business will incur total operational expenses of approximately
$1,177,415 during the 12-month period of 2019.

The Debtor previously filed an Expedited Motion for Use of Cash
Collateral and Adequate Protection with the Court. On Dec. 19,
2018, the Court conducted a final hearing on the Motion and entered
a Final Order granting Debtor's Motion. Pursuant to the terms of
the Final Order, the Debtor's authorization to use cash collateral
will expire on Feb. 28, 2019.

In December, 2018, the Debtor entered into an Adequate Protection
Stipulation with Itria Ventures, LLC, which is recited in the Court
Order. The Debtor intends to negotiate an additional cash
collateral Stipulation with Itria. The Debtor has already made an
offer of adequate protection and will continue to negotiate with
Itria pending the hearing on the Motion.

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

             http://bankrupt.com/misc/mnb18-43603-69.pdf

                      About Rivard Companies

Rivard Companies, Inc., was established in 1989 as a tree removal
and trimming services provider.  In 2003, Central Wood Products was
founded to sell a wide selection of natural, colored, and imported
mulch.  Later in 2008, the Company grew with the introduction of
Gronomics, a line of wood products geared toward the home
gardeners.

Rivard Companies, Inc., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-43603) on Nov.
16, 2018.  In the petition signed by CEO Michael Rivard, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.  The case is assigned to Judge William J. Fisher.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's
counsel.


RX PLUS: Seeks Authorization on Cash Collateral Use
---------------------------------------------------
RX Plus, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of New York to use cash collateral in the
ordinary course of its business.

The Debtor requests the use of cash collateral in order to avoid
immediate and irreparable harm to the Debtor, and the concomitant
harm to the Debtor's employees, its creditors and the estate in
general. The Debtor believes that the continued operations of its
business will also preserve the value of the collateral itself.

Prior to the bankruptcy filing, the Debtor entered into several
loan agreements with Flushing Bank, including a certain Line of
Credit Note and a certain Term Note. At the present time, the
amount of the Debtor's secured debt owed to Flushing Bank is
approximately $2.2 million. Flushing Bank was granted a security
interest in the Debtor's assets, however, Flushing Bank's security
interest does not cover the prescription drug inventory, which
security interest is held by Cardinal Health 110 LLC, as
successor-by-merger to Kinray LLC -- the Debtor's main supplier.

Prior to the Petition Date, Cardinal Health provided credit
accommodations to the Debtor. Cardinal Health asserts that it is
owed approximately $3.6 million, and has filed a security interest
in all of the Debtor's assets, including the prescription drug
inventory. Cardinal Health's lien on the Debtor's assets, with the
exception of the prescription drugs, is subordinate to Flushing
Bank.

In January 2019,Skyfi Capital Partners, Inc. filed a confession of
judgment against the Debtor in the approximate amount of $340,000
and has since restrained on of the Debtor's bank accounts. Skyfi
has asserted that it is a secured creditor of the Debtor. However,
the Debtor disputes this assertion.

In September 2018, Rochester Drug Cooperative, Inc. (RDC) commenced
a lawsuit against the Debtor seeking to recover the approximate sum
of $3,450,000. Prior to the bankruptcy filing, RDC extended credit
to the Debtor for which it was granted a security interest in the
Debtor's assets, including prescription drugs, and filed financing
statements. RDC's security interest in the Debtor's assets is
subordinate to Flushing Bank, Cardinal Health and Skyfi.

The Debtor further seeks authorization to provide adequate
protection for any diminution occurring subsequent to Feb. 7, 2019,
in the value of Flushing Bank's, Cardinal Health's, Skyfi's and
RDC's interest in the pre-petition collateral, including without
limitation such diminution as may be caused by the imposition of
the automatic stay of the Bankruptcy Code and section 362(a) and by
the Debtor's use of pre-petition collateral and/or cash collateral.
Particularly, the Debtor proposes to grant Flushing Bank, Cardinal
Health, Skyfi and RDC each a post-petition claim together with the
pre-petition obligations, jointly and severally against the
Debtor's estate.

As security for the Adequate Protection Claims, the Debtor will
grant Flushing Bank and Cardinal Health for their respective
ratable benefit, a valid, binding, enforceable and automatically
perfected lien, security interest in all of the Debtor's presently
owned or hereafter acquired property and assets, whether such
property and assets were acquired by the Debtor before or after the
Petition Date, of any kind or nature, whether real or personal,
tangible and intangible, wherever located, including the proceeds
and products thereof, to the extent that their prepetition
collateral is used by the Debtor, except for the prescription drug
inventory which is solely part of Cardinal Health's collateral.

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

               http://bankrupt.com/misc/nyeb19-40776-5.pdf

                          About RX Plus

Headquartered in Glendale, New York, RX Plus, LLC, operates as a
specialty pharmacy company.  Rx Plus is a family owned and was
established in 2006.

RX Plus, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
19-40776) on Feb. 7, 2019. The petition was signed by Louise Gatti,
member.  The case is assigned to Judge Nancy Hershey Lord.  The
Debtor is represented by Marc A. Pergament, Esq., at Weinberg,
Gross & Pergament LLP.  At the time of filing, the Debtor estimated
up to $50,000 in assets and $10 million to $50 million in
liabilities.


SAMUELS JEWELERS: $16M Assets Sale to Wells Fargo Approved
----------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Samuels
Jewelers case issued a final order approving the sale of the
Debtors' assets further to an asset purchase agreement (the "Credit
Bid APA"), dated February 25, 2019, between the Debtors and Wells
Fargo Bank, National Association, in its capacity as the DIP
Working Capital Agent ("Wells Fargo").

On February 14, 2019, the Debtors notified the Court hearing the
Samuels Jewelers case that further to their bid procedures order
and having received only one qualified bid in respect of the sale
of substantially all of the Debtors' assets, the planned auction in
respect of those assets had been cancelled. The single qualified
bid was a credit bid submitted by Wells Fargo. The Credit Bid APA
notes consideration to be comprised of a $16 million credit bid and
responsibility for certain assumed liabilities and cure costs.
Except as to the $16 million credit bid, the Debtors'
debtor-in-possession ("DIP") obligations to Wells Fargo are to be
left unchanged.

BankruptcyData added that the order states, "Subject to the terms
of the APA, the consideration for the Purchased Assets will be an
offset of a portion of the DIP Revolving Loan Obligations in the
amount of $16,000,000 plus all Applicable Cure Costs with respect
to the Purchased Contracts. The Debtor is authorized and directed
to pay the Applicable Cure Costs from the DIP Facility proceeds
with respect to the Purchased Contracts at the Closing. The Closing
shall not affect the Remaining DIP Balance, and the Remaining DIP
Balance shall continue to be outstanding and due and owing in
accordance with the terms of the DIP Documents; provided however,
that, as contemplated by the APA, at the Closing, cash equal to the
Excluded Cash Amount shall be on deposit in an operating account of
the Debtor mutually acceptable to the Debtor and DIP Working
Capital Agent, and such cash shall not be swept under any cash
sweep mechanism at or after the Closing; provided further, however,
the DIP Agents maintain and are hereby granted and re-granted liens
on any portion of such cash that remains following the payment of
the disbursements identified in the Wind-down Budget.
Contemporaneously with the execution and delivery of the APA, the
Debtor, the Purchaser and the DIP Working Capital Agent will file
the Wind-down Budget with this Court."

                     About Samuels Jewelers

Samuels Jewelers, Inc. -- http://www.samuelsjewelers.com/--
operates a chain of jewelry stores with more than 120 stores in 23
states across the United States.  The stores are located primarily
in strip-mall centers, major shopping malls and as stand-alone
stores.  

Samuels Jewelers filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 18-11818) on Aug. 7, 2018.  In the petition signed by
CEO Farhad K. Wadia, Samuels Jewelers estimated assets of $100
million to $500 million and  liabilities of $100 million to $500
million.

Jones Day and Richards, Layton & Finger, P.A., serve as counsel to
the Debtor.  Berkeley Research Group, LLC, acts as financial
advisor, SSG Advisors, LLC, is the investment banker, and Prime
Clerk LLC serves as claims and noticing agent to the Debtor.

On Aug. 16, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors.  The committee tapped Foley & Lardner LLP
as its legal counsel.


SEMLER SCIENTIFIC: Posts $1.4 Million Net Income in Fourth Quarter
------------------------------------------------------------------
2018 HIGHLIGHTS compared to 2017:

   * Annual revenue increased by 73%

   * Net income after tax grew to $0.82 per basic share and $0.66
     per diluted share, compared to a net loss of $0.28 per basic
     and diluted share

   * All principal and accrued interest on notes were retired
  
   * Cash at year-end increased to $3,284,000 from $1,457,000

Semler Scientific, Inc. reported financial results for the three
months and year ended Dec. 31, 2018.

"When disease processes are recognized earlier, preventive
healthcare can be started sooner, thus providing a cost-efficient,
practical means to achieve better patient management," said Doug
Murphy-Chutorian, M.D., chief executive officer of Semler
Scientific.  "We believe that our QuantaFlo product allows our
customers to help those under their care in just such a manner,
which we believe is a contributing factor to our company's
continued growth."

FINANCIAL RESULTS

For the year ended Dec. 31, 2018, compared to 2017, Semler
Scientific reported:

   * Revenues of $21,491,000, an increase of $9,039,000, or 73%,
     compared to $12,452,000

   * Cost of revenues of $2,703,000, an increase of $150,000, or
     6%, compared to $2,553,000.  As a percentage of revenues,
     cost of revenues was 13%, compared to 21%

   * Total operating expenses, which includes cost of revenues, of
     $16,149,000, an increase of $2,844,000, or 21%, compared to
     $13,305,000

   * Net income of $5,014,000, or $0.82 per basic share and $0.66
     per diluted share, an increase of $6,524,000, compared to a
     net loss of $1,510,000, or $0.28 loss per basic and diluted
     share.  As a percentage of revenues, net income was 23% in
     2018

   * Cash of $3,284,000, an increase of $1,827,000, compared to
     $1,457,000

During the year of 2018, total liabilities decreased by $3,298,000
and all principal and accrued interest on notes were retired.

For the three months ended Dec. 31, 2018, compared to the
corresponding period of 2017, Semler Scientific reported:

    * Revenues of $5,964,000, an increase of $1,751,000, or 42%,
      compared to $4,213,000

    * Cost of revenues of $704,000, an increase of $6,000, or 1%,
      compared to $698,000.  As a percentage of revenues, cost of
      revenues was 12%, compared to 17%

    * Total operating expenses, which includes cost of revenues,
      of $4,517,000, an increase of $680,000, or 18%, compared to
      $3,837,000

    * Net income of $1,387,000, or $0.22 per basic share and $0.17
      per diluted share, an increase of $1,133,000, compared to a
      net income of $254,000, or $0.05 per share and $0.04 per
      diluted share.  As a percentage of revenues, net income was
      23%, compared to 6%

2018 MAJOR ACCOMPLISHMENTS

Among the accomplishments recognized in the year of 2018 were:

  1. Annual revenues increased by 73%.

  2. Four consecutive quarters of profitability in 2018,
     continuing from the fourth quarter of 2017, the Company's
     first profitable quarter (for a total of five).

  3. Increased annual revenue by $9,039,000 and net income by
     $6,524,000,
     i.e., 72% of revenue gain became net income.

  4. Cash position improved to $3,284,000.

  5. Retired all principal and accrued interest on notes.

In 2019, Semler Scientific expects continued profitability and
generation of cash from operating activities.  It is the company's
intent to grow revenues at a faster rate than expenses and to
remain profitable.

"Our objectives are to work with the healthcare industry to reduce
avoidable healthcare costs and improve health outcomes of
patients," said Dr. Murphy-Chutorian.  "We believe our customers
have incorporated our product into their healthcare systems and are
achieving the intended clinical benefits and improved medical
economics."

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

                      https://is.gd/YkdOWc

                    About Semler Scientific

Semler Scientific, Inc. -- http://www.semlercientific.com/-- is an
emerging growth company that provides technology solutions to
improve the clinical effectiveness and efficiency of healthcare
providers.  Semler Scientific's mission is to develop, manufacture
and market innovative proprietary products and services that assist
its customers in evaluating and treating chronic diseases. The
company is headquartered in San Jose, California.

Semler Scientific incurred a net loss of $1.51 million in 2017 and
a net loss of $2.55 million in 2016.  As of Sept. 30, 2018, Semler
Scientific had $7.04 million in total assets, $4.71 million in
total current liabilities, $12,000 in total long-term liabilities
and $2.31 million in total stockholders' equity.

The Company's independent registered public accountants' report for
the year ended Dec. 31, 2017 includes an explanatory paragraph that
expresses substantial doubt about its ability to continue as a
"going concern."  BDO USA, LLP, in New York, stated that the
Company has negative working capital, a stockholders' deficit, and
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


SHEA EDWARDS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shea Edwards Enterprises, Inc.
          dba Don Willis Furniture
        19800 44th Ave W, Suite A
        Lynnwood, WA 98036

Business Description: Founded in 1948, Don Willis Furniture offers
                      unfinished wood furniture at its stores in
                      Lynnwood and Ballard.  The Company sells
                      living and family room, dining room &
                      kithen, bedroom, bookcases, home office,
                      home entertainment, children, and outdoor
                      furniture.  For more information, visit
                      http://www.donwillisfurniture.com.

Chapter 11 Petition Date: February 26, 2019

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Case No.: 19-10634

Judge: Hon. Marc Barreca

Debtor's Counsel: Lawrence M. Blue, Esq.
                  BOUNTIFUL LAW PLLC
                  4620 200th St. SW, Suite D
                  Lynnwood, WA 98036
                  Tel: 425-775-9700
                  Fax: 425-645-8088
                  E-mail: bluecs_3@hotmail.com

                    - and -

                  Larry Blue, Esq.
                  BOUNTIFUL LAW PLLC
                  4620 200th Street, Suite D
                  Lynwood, WA 98036
                  Tel: 425-775-9700

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Edwards, president.

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

          http://bankrupt.com/misc/wawb19-10634.pdf


SMM INC: Seeks to Hire Chris Colson as Auctioneer
-------------------------------------------------
SMM, Inc. seeks approval from the U.S. Bankruptcy Court for the
Western District of Kentucky to hire an auctioneer.

The Debtor proposes to employ Chris Colson Auction & Realty, LLC in
connection with the sale of its real properties located in the
counties of Ballard, McCracken and Crittenden, in Kentucky.

The firm will receive as compensation a 10% buyer's premium from
the real properties and tangible goods sold at auction.

Chris Colson, the firm's auctioneer who will be providing the
services, attests that he is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Chris Colson
     Chris Colson Auction & Realty, LLC
     3250 Key Drive
     Paducah, KY 42003
     Phone:  (270) 444-0031
     Email: chriscolsonauctions@comcast.net

                          About SMM Inc.

SMM, Inc. is the fee simple owner of three assisted living
facilities in McCracken County, Ballard County, and Crittenden
County, Kentucky, known as New Haven Assisted Living.  The
properties have a total appraised value of $2.3 million.

SMM sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Ky. Case No. 18-50737) on Nov. 15, 2018.  At the time
of the filing, the Debtor disclosed $2,275,000 in assets and
$1,296,170 in liabilities.  The case has been assigned to Judge
Alan C. Stout.  The Debtor tapped Ryan R. Yates, Esq., at Yates Law
Office, as its legal counsel.


SOUTHERN MISSISSIPPI: Seeks to Hire Howell CPA as Accountant
------------------------------------------------------------
Southern Mississippi Funeral Service, LLC seeks authority from the
U.S. Bankruptcy Court for the Southern District of Mississippi to
employ Howell CPA, PA as its accountant.

The firm will assist the Debtor in the preparation and filing of
tax returns, payroll tax reports and operating reports, and will
provide general accounting services necessary to administer its
bankruptcy estate.

Denise Howell, the firm's accountant who will be providing the
services, will charge $85 per hour for her services.

Ms. Howell assures the court that she and Howell CPA neither hold
nor represent any interest adverse to the estate.

Howell CPA can be reached through:

     Denise Howell, CPA
     Howell CPA, PA
     15506 Lemoyne Blvd.
     Biloxi, MI 39532
     Phone: (228) 396-2996
     Email: denise.howell@cpa.com

             About Southern Mississippi Funeral Service

Southern Mississippi Funeral Service, LLC -- https://www.smfs.us/
-- offers burial or graveside services, cremation services,
memorial services, and specialty funeral services.

Southern Mississippi Funeral Service filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
18-51483) on July 31, 2018. In the petition signed by Stephen A.
Hilton, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities.  Judge Katharine M. Samson presides
over the case.  The Debtor tapped Sheehan Law Firm as its
bankruptcy counsel, and The Dummer Law Group as special counsel.


SPECIALTY RETAIL: Committee Asserts Plan Outline is Inadequate
--------------------------------------------------------------
BankruptcyData.com reported that the Official Committee of
Unsecured Creditors in the cases of Specialty Retail Shops Holding
Corp, et al., objected to the request for Court approval of the
adequacy of the Debtors' Disclosure Statement arguing that it "is
inadequate, inaccurate and describes a plan that is not confirmable
on its face".

BankruptcyData noted that the Committee argued, "The Amended DS
Motion cannot be approved because, among other reasons described
herein, the Amended Disclosure Statement does not contain adequate
information, it describes a plan that is not confirmable and that
plan is not proposed in good faith. The Amended Disclosure
Statement lacks the information necessary for general unsecured
creditors to evaluate the plan, the plan releases or determine
whether the First Amended Plan is 'fair and equitable', meets the
'best interests of creditors' test or otherwise meets the myriad
requirements of Section 1129 of the Bankruptcy Code. The Amended
Disclosure Statement does not sufficiently disclose how the plan
treats general unsecured creditors ('GUCs') under an Equitization
Restructuring. It provides two alternative treatments, either 100
percent of the new Shopko Interests (but subject to over 100%
dilution) or a Pro Rata share of the GUC Equitization Reserve,
which amounts to no recovery. The prior plan made clear the second
option would be imposed if creditors voted against the plan. Now
there is no disclosure of any criteria upon which the Debtors will
make their treatment election. Similarly, the Amended Plan provides
for alternate treatment of Term Loan Secured Claims in an
Equitization Restructuring, but provides no explanation of how
Debtors will determine the treatment of those claims."

The Committee added, "The Amended Disclosure Statement also
misstates the nature of the plan, purporting to describe two
possible 'restructuring transactions' – an Equitization
Restructuring and an Asset Sale Restructuring. The asset sale
restructuring is no more than a liquidation of the Debtors' assets
which Debtors allegedly believe, without any rationale or factual
support, 'will provide for a going concern transaction.' Debtors
should properly characterize the alternative plan transaction as an
'Asset Sale Liquidation.' They should also disclose the foundation,
if any, for their stated belief that an Asset Sale Restructuring
will lead to a going concern transaction."

The Committee also complained that "[a]lthough the Amended Plan
does not substantively consolidate the Debtor entities, the
Liquidation Analysis appended to the Amended Disclosure Statement
is presented on a consolidated basis. Absent detailed financial
information regarding the assets and liabilities of each Debtor,
creditors cannot understand the relative solvency or insolvency of
each entity or whether the amounts of distributions projected to be
made to creditors meets the 'best interests of creditors' test, or
unfairly discriminates against creditors."

                    About Specialty Retail Shops

Specialty Retail Shops Holding Corp. and its affiliates are engaged
in the sale of general merchandise including clothing, accessories,
electronics, and home furnishings, as well as company-operated
pharmacy and optical services departments.  They are headquartered
in Green Bay, Wisconsin, and operate 367 stores in 25 states
throughout the United States as well as e-commerce operations.
They currently employ approximately 14,000 people throughout the
United States.

Specialty Retail Shops Holding and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case
No. 19-80064) on January 16, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.

The cases are assigned to Judge Thomas L. Saladino.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc., as investment banker; Berkeley Research Group, LLC, as
restructuring advisor; Hilco Real Estate, LLC as real estate
Consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.

A seven-member panel has been appointed as official unsecured
creditors committee in the cases.

The Committee proposes to retain as counsel Robert J. Feinstein,
Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York; and Alan J. Kornfield, Esq., and Jeffrey N.
Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California; and Elizabeth M. Lally, Esq., Jeana L.
Goosmann, Esq., and Joel Carney, Esq., at Goosman Law Firm, PLC, in
Omaha, Nebraska.


SPRING EDUCATION: S&P Affirms 'B-' ICR, Alters Outlook to Neg.
--------------------------------------------------------------
Spring Education Group Inc., which operates for-profit schools at
the pre-kindergarten through twelfth grade level, is borrowing an
incremental $106 million senior secured first-lien term loan to
fund its acquisition of five schools.

S&P Global Ratings affirmed its 'B-' issuer credit rating on the
company, and affirmed its ratings on all its existing debt
facilities.

S&P also assigned its 'B-' issue-level rating and '3' recovery
rating to the proposed senior secured add-on term loan.  It revised
the ratings outlook to negative from stable to reflect its view
that the company's debt leverage will remain high at close to 9x,
and that free operating cash flow will remain low until the end of
fiscal year ended June 30,2020, after which Spring could see
benefits from the realization of synergies and increasing campus
utilization rates.

"The outlook revision to negative reflects our view that the
company's leverage will remain high and free operating cash flow
will remain negative over the next 12 months due to new school
opening costs and low enrollment base at recently opened schools,"
S&P said. S&P said pro forma adjusted debt leverage of 8.9x as of
Dec. 31, 2018 excludes one time transaction costs from recent
acquisitions, which it expects to roll off over the next twelve
months.

"In our view, Spring's financial sponsor, Primavera Capital Group,
has a high tolerance for debt leverage and an aggressive growth
strategy. Therefore, we expect adjusted leverage to remain high as
the company funds its acquisition strategy with debt and equity,"
S&P said.  Spring's positive enrollment and tuition trends, good
cash flow visibility, and opportunities for cost synergies from
recent acquisitions only partially offset the risks of this
aggressive growth strategy.

Pro-forma for the acquisitions Spring generates 54% of its revenue
from pre-K, down from 61%. Pre-K enrollment growth is expose to
competition from the increasing availability of public pre-K as
well as other early childcare services, especially in an economic
downturn when parents may seek less expensive options. Moreover, at
the kindergarten level, the company's retention rate is low due to
more public school options.

S&P said it characterizes the company's acquisition activity as
aggressive because of the rate and size of the transactions. It
expects the company will continue to grow mainly through
acquisitions. In less than a year, Spring has grown to 242 schools
(under 28 brands) from only 22.

"In our view, the company's limited history of achieving cost
efficiencies and effectively integrating its acquisitions are key
risks. Moreover, we expect that the company will open two to three
new schools annually over the next two years," S&P said. "We
believe most Spring schools are now profitable, because it is our
understanding that new schools achieve profitability or reach
breakeven levels within two to three years after opening."

S&P expects the pro forma adjusted EBITDA margin will decline due
to high new school opening cost and low enrollment base at new
campuses. Nevertheless, S&P expects the margin will recover
beginning in fiscal 2020 and modestly improve thereafter, primarily
due to operating leverage, cost reduction, and improving campus
utilization rates. Pro forma for the proposed transaction, the
company's adjusted leverage increases to 8.9x from 8.2x at Dec. 31,
2018, and remains close to 9x through fiscal 2019. S&P expects that
absent additional acquisitions adjusted debt leverage will decline
to 8.3x by the end of fiscal year ending Jun. 30, 2020, as EBITDA
benefits from synergies and operating leverage.

For fiscal 2019, S&P expects free operating cash flow (FOCF) will
be negative, reflecting high transaction costs and expenses
associated with the new schools. In 2020, S&P expects the company
to generate modest positive FOCF as lower expenses from new
campuses, synergy benefits, and higher utilizations rates are
offset by growth and maintenance capital expenditures. The
company's working capital cycle benefits from upfront tuition
payments and monthly installments. To manage these cash flow
swings, S&P expects the company will maintain liquidity of at least
$45 million to $50 million at all times, spread between its
proposed $40 million revolving credit facility and cash on hand.

"The negative rating outlook reflects our view that Spring's debt
leverage will remain at about 9x and free operating cash flow will
be negative until fiscal 2020, after which we expect credit metrics
will start to improve steadily beyond fiscal 2020," S&P said.

S&P said it could revise its outlook to stable if the company
achieves all its planned synergies, reduces new campus losses, and
achieves good enrollment growth—especially at its recently opened
schools—while rising tuition revenues help reduce adjusted
leverage to the 7x area. An outlook revision to stable would also
require a clear path to consistent positive annual FOCF of at least
$25 million to $30 million, according to S&P.

"We could lower the issuer credit rating if the company's operating
performance deteriorates due to lower-than-expected enrollment or
higher-than-expected business investments, or if we expect FOCF to
remain negative and already high leverage to increase further. We
could also lower the rating if we believe the company's liquidity
becomes insufficient to meet its near-term needs," S&P said.


SPYBAR MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spybar Management, LLC
        303 W. Erie St., Ste. 220
        Chicago, IL 60654

Business Description: Spybar Management, LLC operates a night
                      club in Chicago, Illinois.  Spybar is 4500
                      square feet located directly below street
                      level in the heart of the city's nightlife
                      epicenter, featuring minimal chic decor and
                      mod cluster seating for the ultimate table
                      experience.

                      On the web: http://www.spybarchicago.com/

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       Northern District of Illinois (Eastern Division)

Case No.: 19-05128

Judge: Hon. Carol A. Doyle

Debtor's Counsel: E. Philip Groben, Esq.  
                  GENSBURG CALANDRIELLO & KANTER, P.C.
                  200 West Adams St., Ste 2425
                  Chicago, IL 60606
                  Tel: (312) 263-2200
                  Fax: (312) 263-2242
                  E-mail: pgroben@gcklegal.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Garrett Belschner, managing member.

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

        http://bankrupt.com/misc/ilnb19-05128.pdf


STEPHANIE'S TOO: Seeks Authority to Use AHFCU Cash Collateral
-------------------------------------------------------------
Stephanie's Too, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to use cash collateral in the
ordinary course of its business.

In 2018, the Debtor's sales fell off dramatically, and the Debtor
shut down during large periods of 2018 and shut down from Sept. 26,
2018 through the present.  In order to change the concept of
Stephanie's Too, LLC, the Debtor has hired a new chef and a new
staff and now wishes to reopen on approximately Feb. 24, 2019.  In
order to reopen, the Debtor will need the use of cash collateral so
that it can pay its ongoing operating expenses, including payroll.

The only secured creditor that has a lien on cash collateral is
American Heritage Federal Credit Union (AHFCU), which is owed
approximately $609,688.  The obligation of the Debtor stems from a
loan from AHFCU to CWA Properties in the amount of $430,393.50,
which was guaranteed by Leon Kubis, his wife, Lisa Kubis, the
Debtor, and another restaurant in Doylestown, PA known as
Stephanie's Restaurant & Lounge, LLC, whose principal is also Leon
Kubis.

There was a second loan from AHFCU to the Debtor in the amount of
$135,000.  The loan was guaranteed by CWA Properties, LLC, Leon
Kubis and Stephanie's Restaurant, LLC.  Lisa Kubis was not a
guarantor of this loan.

The Debtor proposes to make an adequate protection payment of
$4,223.74 to AHFCU during the week of March 24 through March 31,
2019, which represents $1,515.78, the initial monthly payment on
account of the $135,000 direct loan to Debtor and $2,707.96 on
account of the initial loan due from CWA Properties, LLC to AHFCU
that was guaranteed by the Debtor and collateralized by a security
interest in its assets, including a security interest in inventory
and accounts.

The Debtor proposes to continue to pay all necessary operating and
administrative expenses associated with its business that have
accrued post-petition, and to give AHFCU a replacement lien on all
post-petition receivables created.

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

            http://bankrupt.com/misc/njb18-32221-26.pdf

                      About Stephanie's Too

Stephanie's Too, LLC, a bar and restaurant that has not been
operating since September 2018, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-32221) on Nov. 8,
2018.  In the petition signed by Leon Kubis, sole member, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $1 million.  The case is assigned to Judge Jerrold N.
Poslusny Jr.  The Debtor tapped Kasen & Kasen, P.C. as its legal
counsel.


SYNERGY PHARMACEUTICALS: Court Enters Final DIP Financing Order
---------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Synergy
Pharmaceuticals case issued a final order authorizing the Debtors
to access debtor-in-possession (DIP) financing of $159.1 million
(the "DIP Loans") which is comprised of (i) approximately $114.1
million of loans representing a partial "roll-up" of prepetition
secured obligations and (ii) $45.0 million of "new money" loans
(the "New Money DIP Loans").

The New Money DIP Loans have been made in three tranches of $8.0
million, $12.0 million and $25.0 million, respectively, the last of
which was made pursuant to this final order.

The final order also permitted for access to a further third
tranche of funds available to roll up prepetition obligations, this
third tranche being $57.9 million.

Key Terms of the DIP Financing:

* Borrowers: Synergy Pharmaceuticals Inc.

* Guarantors: Synergy Advanced Pharmaceuticals Inc., a wholly owned

  subsidiary of the Borrower.

* DIP Lenders: CRG Partners III L.P., CRG Partners III (Cayman)
Unlev
  AIV I L.P., CRG Partners III – Parallel Fund "A" L.P., CRG
Partners
  III – Parallel Fund "B" L.P., CRG Partners III (Cayman) Lev AIV
I
  L.P., CRG Issuer 2017-1, as may be amended prior to the entry of

  the Final Order solely to adjust the proportionate shares of the

  DIP Lenders, but not to reduce the aggregate commitments of the
DIP
  Lenders, collectively

* DIP Agent: CRG Servicing LLC.

* DIP Loans and New Money DIP Loans: Commitments total $159.1
million
  (up from $155.0 million) in the aggregate, consisting of (a)
  $45.0 million of "new money” loans, and (b) approximately
$114.1
  million (up from $110.0 million) of loans representing a "roll
up"
  of a portion of the Prepetition Obligations.

* Interest Rates: Interest shall accrue on the DIP Loans at the
rate
  of Libor + 9.50% per annum

* Use of DIP Proceeds and Cash Collateral: The proceeds of the New

  Money DIP Loans and Cash Collateral shall be available to
finance,
  in each case in accordance with the Budget: (i) working capital
and
  general corporate purposes of the Debtors; (ii) the pursuit of an

  Acceptable 363 Sale; and (iii) bankruptcy-related costs and
  expenses, subject to the Carve Out.

                 About Synergy Pharmaceuticals

Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a
biopharmaceutical company focused on the development and
commercialization of novel gastrointestinal (GI) therapies.  The
company has pioneered discovery, research and development efforts
around analogs of uroguanylin, a naturally occurring human GI
peptide, for the treatment of GI diseases and disorders.  Synergy's
proprietary GI platform includes one commercial product
TRULANCE(R)
(plecanatide) and a second product candidate - dolcanatide.

Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy
Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018.  

In the petitions signed by Gary G. Gemignani, executive vice
president and chief financial officer, the Debtors posted total
assets of $83,039,825 and total liabilities of $179,282,378 as of
Sept. 30, 2018.

The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as
special counsel; FTI Consulting, Inc. as financial advisor;
Centerview Partners Holdings LP as investment banker; and Prime
Clerk LLC, as notice and claims agent.

An official committee of unsecured creditors was appointed in the
Debtors' cases in late January 2019.


TERRAFORM GLOBAL: S&P Lowers Sr. Unsecured Debt Rating to 'BB-'
---------------------------------------------------------------
S&P Global Ratings has corrected by revising its recovery rating on
TerraForm Global Operating LLC's senior unsecured debt to '3' from
'2'. Consequently, S&P is correcting by lowering the issue-level
rating on the debt to 'BB-' from 'BB'.

The original version of this article, published Feb. 7, 2018,
misstated both the senior unsecured debt rating and the recovery
rating on the debt. Although S&P's calculated recovery is closer to
75%, which would imply a recovery score of '2', S&P caps the senior
unsecured rating at '3' and the estimated recovery at 65% for the
'BB' rating category.



THERMASTEEL INC: Delays Plan Filing to Settle Dispute With Tulip
----------------------------------------------------------------
Thermasteel, Inc. asked the U.S. Bankruptcy Court for the Western
District of Virginia to extend the period during which it has the
exclusive right to file a Chapter 11 plan through May 24, and to
solicit acceptances for the plan through July 23.

Thermasteel's current exclusive filing period expired on Feb. 23.

The extension, if granted by the court, would give Thermasteel more
time to settle its dispute with Tulip Thermasteel, LLC while
awaiting a court decision on its case (Adversary Proceeding No. 18-
07029) against the company.

Thermasteel's plan of reorganization will hinge on the
determination of the validity, nature and amount of Tulip's claims,
according to its attorney, Richard Scott, Esq., at the Law Office
of Richard D. Scott.

"Thermasteel and Tulip have furthered their efforts to negotiate a
settlement of their disputes during the initial 120 days following
the commencement date but such efforts have not yet led to a
mechanism for the debtor to resolve its dispute with Tulip and
propose a Chapter 11 plan," Mr. Scott said.

                   About Thermasteel Inc.

Thermasteel, Inc. -- http://www.thermasteelinc.com/-- is a
provider of panelized composite building systems, manufacturing
composite foundation, floor, wall, roof and ceiling panels for
residential, commercial and industrial applications.  Its
pre-insulated steel framing has been used in large military housing
projects in the USA, Germany and Guantanamo Bay, Cuba.  Production
facilities are presently located in USA (Virginia, Alaska), and
Russia, with products being shipped via container to many other
countries.  

Thermasteel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 18-71461) on Oct. 26, 2018.  At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of the same range.  The case is
assigned to Judge Paul M. Black.  The Debtor tapped the Law Office
of Richard D. Scott as its legal counsel.


TRAILSIDE LODGING: Wants to Obtain $100K Loan, Use Cash Collateral
------------------------------------------------------------------
Trailside Lodging, LP, seeks authorization from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to obtain secured
postpetition financing on a superpriority basis from Trailside
Hospitality Investments, LLC, and to use cash collateral that is
subject to the existing liens and security interests in favor of
The Reinvestment Fund, Inc. ("TRF").

Pursuant to the DIP Facility, the DIP Lender may advance and make
available to the Debtor the aggregate principal amount of $100,000,
as follows: (a) up to a $35,000 draw available upon the entry of
the Interim Order, and (b) up to a $65,000 draw available upon the
entry of the Final Order. The rate of interest applicable to the
DIP Loan Facility will be 5.50% per annum with a default interest
rate of 10.50% per annum.

The DIP Loan Facility will mature on the earlier of: (i) the entry
of an order confirming the sale of all or substantially all of the
Debtor's assets; (ii) the entry of an order confirming a chapter 11
plan of reorganization; or (iii) the occurrence of a Termination
Event.

The Debtor proposes to provide to the DIP Lender with:

       (i) valid, binding, enforceable, non-avoidable, and
automatically and properly perfected upon entry of the Interim
Order, post-petition second priority security interests in and
liens on on all assets of the Debtor; and

       (ii) allowed superpriority administrative expense claims for
all obligations owing to the DIP Lenders under the DIP Loan
Facility.

In each case, the DIP Liens and DIP Superpriority Claims will be
junior and subordinate only to the Carve Out and the TRF
Indebtedness, the TRF PrePetition Liens, the TRF Administrative
Priority Claim and the TRF Replacement Liens of The Reinvestment
Fund, Inc..

The DIP Lender will also be required to fund the Court approved
professional fees set forth in the Budget from the DIP Loan
Facility, and only the unpaid portion of any such Court approved
professional fees, if any, will be paid from TRF's Pre-Petition
Collateral or Post Petition Collateral.

Pursuant to the Loan Documents, The Reinvestment Fund, Inc. ("TRF")
asserts that it holds valid, enforceable, and allowable claims
against Debtor in an aggregate amount equal to $3,555,492 as of the
Petition Date. The TRF Loan matures on November 1, 2022. To secure
the indebtedness, the Debtor granted TRF a first priority lien on
and security interest in the real property known as 237 N. First
Street, Connellsville, PA, together with the rents and profits from
the Property pursuant to an Open-End Mortgage.

As a condition to the Debtor's use of cash collateral:

       (i) The Debtor must comply with the 13-week budget included
with the Interim Order, subject to the agreed-upon variances. The
expenses, payments and/or disbursements expressly set forth in the
Budge must not exceed a 15% variance measured on a cumulative
basis.

       (ii) TRF will be granted valid and perfected replacement
security interests in, and liens upon the Post-Petition Collateral
to the same validity, priority and extent of the prepetition liens
against the Pre-Petition Collateral, solely to the extent of any
diminution in value of TRF's interests in such Pre-Petition
Collateral.

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

             http://bankrupt.com/misc/pawb19-20524-41.pdf

                      About Trailside Lodging

Trailside Lodging, LP is a Single Asset Real Estate company (as
defined in 11 U.S.C. Section 101(51B)), whose principal assets are
located at 237 N. First Street Connellsville, PA 15425.

Trailside Lodging filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 19-20524), on Feb. 10, 2019.  In the petition signed by Nathan
Morgan, member, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities.  The case is
assigned to Judge Thomas P. Agresti.  The Debtor is represented by
Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston LLP.


UVLRX THERAPEUTICS: April 4 Plan Confirmation Hearing
-----------------------------------------------------
The Disclosure Statement explaining UVLrx Therapeutics, Inc., is
conditionally approved.

The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement on April 4, 2019 at 1:30 P.M.

Parties in interest shall submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than eight
(8) days before the date of the Confirmation Hearing.

Objections to confirmation shall be filed with the Court and served
List no later than seven (7) days before the date of the
Confirmation Hearing.

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y2plxwnq from PacerMonitor.com at no charge.

                About UVLRX, Therapeutics, Inc.

Based in Oldsmar, Florida, UVLrx Therapeutics is dedicated to
evidence-based medicine in the field of light therapy and offers
the first known intravenous, concurrent delivery of Ultraviolet-A
(UVA), RED and GREEN light wavelengths.

UVLrx Therapeutics filed its voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept.
7, 2018. In the petition signed by CEO Michael Harter, the Debtor
disclosed $362,644 in assets and $5,179,373 in liabilities. The
Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford P.A., as its
bankruptcy counsel, and Fish IP Law LLP as its special counsel.


VEROBLUE FARMS: April 3 Prelim Hearing on Plan Confirmation
-----------------------------------------------------------
The Amended Disclosure Statement explaining VeroBlue Farms USA,
Inc.'s revised Chapter 11 Plan is approved.

A preliminary hearing on confirmation of the Revised Plan will be
held on April 3, 2019 at 1:30 p.m. (Central Standard Time) in the
Bankruptcy Courtroom located in the United States Courthouse, Sixth
Floor, 111 7th Avenue SE, Cedar Rapids, Iowa 52401.

On or before March 22, 2019, any objection to confirmation of the
Plan shall be filed with
the Court, and a copy served on counsel to the Debtors.

All responses to any timely-filed objection to confirmation of the
Plan shall be filed with
the Court, and served  no later than March 29, 2019.

                 About Veroblue Farms USA Inc.

Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. --
http://verobluefarms.com/-- operates a fish farm specializing in
Barramundi, a freshwater fish found in the Indo-Pacific waters of
Australia. It created an innovative aquaculture system that
utilizes the natural elements of air, water and care.

VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc.,
VBF IP Inc., and Iowa's First Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297)
on Sept. 21, 2018. In the petitions signed by Norman McCowan,
president, VeroBlue estimated assets of less than $50,000 and
liabilities of $50 million to $100 million.

The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal
Strategies, P.C. as their legal counsel; and Alex Moglia and his
firm Moglia Advisors as chief restructuring officer.

On October 24, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Goldstein & McClintock LLLP as its counsel.


VISION INVESTMENT: Unsecureds Get Annual $2,000 Payment for 5 Years
-------------------------------------------------------------------
Vision Investment Group, Inc., filed a plan of reorganization and
accompanying disclosure statement.

Class 10 will consist of Unsecured Claims. This Class shall neither
have nor retain any lien on the Debtor's property. The Allowed
Claims of this Class shall receive a pro rata distribution of an
annual $2,000.00 payment to this Class for five (5) consecutive
years, commencing with the first such annual payment one (1) year
after Confirmation of the Plan. This Class is impaired.

Class 11 will consist of the interest holders. All pre-petition
equity security interests of Debtor shall be canceled. The stock of
the newly reorganized Debtor shall be issued to James E. Miller
II.

Class 2 will consist of the U.S. Bank, N.A. d/b/a U.S. Bank
Equipment Finance Allowed Secured Claim as that term is defined in
Debtor's proposed Plan. Upon Confirmation of the Plan, this Class
shall be permitted to exercise all of its rights with respect to
its collateral as identified in Debtor's Schedules as equipment and
leasehold improvements of the Auburn 3, IN store as having a value
of $8,300.00 and asserted by this Class in its Proof of Claim filed
on May 25, 2018 as having a value of $11,000.00.

Class 4 will consist of the Direct Capital Corporation Allowed
Secured Claim as that term is defined in Debtor's proposed Plan.
The Allowed Secured Claim of this Class (in the amount as per its
Proof of Claim filed on May 25, 2018) shall be paid in full, With
Interest. Payments shall be monthly, commencing thirty (30) days
after Confirmation of the Plan based upon a three-year (36 month)
amortization. The security interest of this Class shall continue in
effect to secure the aforesaid Allowed Secured Claim. The monthly
payments to this Class are estimated to be approximately $1,000.00
each. This Class is impaired.

Class 6 will consist of the First Merchants Bank Allowed Secured
Claim as that term is defined in Debtor's proposed Plan. The
guaranty liability of this Class shall continue in effect. The
mortgage obligor  is presently current on its mortgage loan
payments and will continue to make such payments. Accordingly,
there will be no payments to this Class by the Debtor except in the
event of a default on the guarantied obligation. Further, payments
thereon, With Interest, shall then commence monthly based upon a
five (5) year amortization. This Class is impaired. The deficiency
claim of First Merchants Bank shall be included in, and
administered with, Class 10 Unsecured Claims.

Class 7 will consist of the Americredit Financial Services, Inc.,
d/b/a GM Financial Allowed Secured Claim as that term is defined in
Debtor's proposed Plan. The Allowed Secured Claim of this Class
shall be paid in full pursuant to the prepetition agreements of the
parties. Provided, however, that any pre-confirmation defaults
shall be cured upon Confirmation of the Plan and all default
charges to that date shall be deemed waived. The security interest
of this Class shall continue in effect. The monthly payments to
this Class are $911.00 each. This Class is impaired.

Class 8 will consist of the Deere & Company, d/b/a John Deere
Financial Allowed Secured Claim as that term is defined in Debtor's
proposed Plan. This Class shall be paid in full pursuant to the
parties Stipulation Regarding Adequate Protection and Loan Contract
- Security Agreement provided that any pre-confirmation defaults
other than as provided in the Adequate Protection stipulation shall
be deemed waived. The monthly payments to this Class are $76.44
each. This Class is impaired.

A full-text copy of the Disclosure Statement dated February 20,
2019, is available at https://tinyurl.com/y3hc6wrw from
PacerMonitor.com at no charge.

                 About Vision Investment Group

Based in Bluffton, Indiana, Vision Investment Group, Inc., filed a
Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-10864) on May 11,
2018, estimating $100,001 to $500,000 in assets and $1 million to
$10 million in liabilities.  Daniel J. Skekloff, at Haller &
Colvin, PC, is the Debtor's counsel.


W/S PACKAGING: Moody's Puts B3 CFR Under Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family rating,
B3-PD probability of default rating, and all instrument ratings of
W/S Packaging Holdings, Inc. ('W/S") under review for downgrade.
The review follows the announcement that Platinum Equity LLC,
through a merger with its portfolio company W/S Packaging Holdings,
Inc., agreed to acquire Multi-Color Corporation. Under the terms of
the agreement, which has been unanimously approved by Multi-Color
Corporation's Board of Directors, Multi-Color Corporation
shareholders will receive $50.00 in cash for each share of common
stock they own, in a transaction valued at $2.5 billion including
the assumption of $1.5 billion of debt. Upon consummation of the
transaction, Multi-Color Corporation will become a wholly owned
subsidiary of W/S Packaging Holdings, Inc.. The transaction is
subject to customary closing conditions, including shareholder
approval, and is expected to close during the third calendar
quarter of 2019. Both companies manufacture labels and operate in
many of the same end markets.

On Review for Downgrade:

Issuer: W/S Packaging Holdings, Inc.

  - Corporate Family Rating, Placed on Review for Downgrade,
currently B3

  - Probability of Default Rating, Placed on Review for Downgrade,
currently B3-PD

  - Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B3 (LGD4)

Outlook Actions:

Issuer: W/S Packaging Holdings, Inc.

  - Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for downgrade reflects the potential additional debt
from the proposed merger and both company's elevated credit
metrics. Both company's credit metrics remain remain elevated
following their respective most recent transactions. Additionally,
the proposed merger is likely to include some debt financing which
would cause further deterioration in credit metrics. The ultimate
impact on the rating will depend upon the ultimate terms of the
deal, the final capital structure and the projected plan to reduce
debt and improve credit metrics.

Strengths in the company's credit profile include high exposure to
predominantly stable end markets and long term customer
relationships. W/S generates a high percentage of revenue from
relatively stable end markets including pharmaceuticals, consumer
products and food and beverage. The company also has long-standing
relationships with its customers including many blue-chip names.

Weaknesses in the company's credit profile include a lack of long
term contracts and contractual raw material cost pass throughs and
a small revenue base with potentially volatile operating income. In
addition, the company operates in a fragmented and competitive
industry.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

Headquartered in Green Bay, WI, W/S Packaging Holdings, Inc. is a
provider of pressure sensitive labels, flexible film packaging and
other packaging solutions for the food and beverage, health and
beauty, and consumer products markets. Approximately 96% of the
company's revenue is generated in the US with the remainder
primarily from Canada, Europe and Mexico. W/S Packaging Holdings,
Inc. generates approximately 70% of sales from pressure sensitive
labels. Paper is the primary substrate. Revenue for the twelve
months ended September 30, 2018 was approximately $432 million. W/S
has been a portfolio company of Platinum Equity LLC since 2017.

Multi-Color Corporation is a publicly-traded global label producer
serving end markets including home & personal care, wine & spirit,
food & beverage, healthcare, and specialty consumer products.
Headquartered in Cincinnati, Ohio, the company generated revenue of
$1.7 billion for the twelve months ended December 31, 2018.


WEBSTER PLACE: Exclusive Plan Filing Period Extended Until May 31
-----------------------------------------------------------------
Judge Jack Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the period during which
Webster Place Athletic Club LLC has the exclusive right to file a
Chapter 11 plan to May 31, and to solicit acceptances for the plan
to July 31.

The bankruptcy judge also moved the deadline for the company to
file a plan and disclosure statement to May 31 and the status
hearing to June 4.

              About Webster Place Athletic Club

Webster Place Athletic Club LLC owns and operates an upscale
athletic club and physical fitness facility located at 1455 West
Webster Avenue, Stores 4 and 5, Chicago, Illinois.

Webster Place Athletic Club sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30466) on Oct.
30, 2018.  At the time of the filing, the Debtor estimated assets
and liabilities of $1 million to $10 million.  The Hon. Jack B.
Schmetterer is the case judge.  Burke, Warren, MacKay & Serritella,
P.C., is the Debtor's legal counsel.


WELD NORTH: S&P Affirms 'B-' ICR on Glynlyon Acquisition
--------------------------------------------------------
Education software company Weld North Education LLC has agreed to
acquire K-12 digital curriculum solutions provider Glynlyon Inc.
The company will fund the transaction with a $250 million add-on to
its existing first-lien credit facility and a $75 million equity
contribution from its private-equity parent Silver Lake Partners.

S&P Global Ratings on Feb. 27 affirmed its 'B-' issuer credit
rating on Weld North and its 'B-' issue-level rating on the
company's first-lien credit facilities.

"The affirmation reflects our expectation that the company will
continue to increase its revenue and earnings while integrating
Glynlyon and stabilizing billings at the acquired company. We
expect that this growth will lead Weld North to sustain positive
FOCF of $20 million-$30 million annually after 2019, with $15
million in 2019 before transaction costs," S&P said.

"We also expect the company to maintain adequate liquidity despite
its seasonal cash flow patterns--under which it experiences
negative cash flow in the first and second quarters of the
year--and necessary near-term product investments and integration
costs. While Weld North's pro forma leverage is elevated at about
10x, from the mid-8x area previously, we expect revenue growth and
management's identified cost savings to offset its margin
pressures, leading the company to deleverage to the low-8x area in
the 12-18 months following the close of the transaction," S&P
said.

When the transaction closes, the company will have approximately
$100 million of cash and full availability under its $55 million
revolver expiring February 2023, which should provide it with ample
liquidity to deal with its negative cash flow in the first and
second quarters, according to S&P.  "However, we note that
education software companies can quickly deplete their cash. When
adjusting for one-time cash transaction costs related to the Silver
Lake deal in 2018, Weld North Education depleted about half of its
cash balance between the end of 2017 and June 2018 (before building
it back in the second half of 2018)," S&P said.

S&P said the stable outlook on Weld North Education reflects its
expectation that the company will generate sustained revenue growth
and modest positive cash flow in 2019 (after transaction cash
costs), and greater positive cash flow in 2020 and beyond, which
should allow it maintain sufficient liquidity despite its high
leverage.

"While Weld North's margins may face some headwinds from industry
pricing pressure or necessary reinvestments in its products, we
believe the company will reduce its leverage from its current
levels pro forma for the Glynlyon acquisition. We also expect that
the company will not experience any material business interruptions
during its integration of Glynlyon," S&P said.

"We could lower our rating on Weld North if a deterioration in its
operating performance leads it to sustain negative FOCF such that
its total liquidity (including revolver availability) declines
below $35 million (approximately equal to one year of interest
payments) or if its leverage increases to the point that we no
longer consider its capital structure to be sustainable," S&P said.
"This would likely occur because of a significantly higher level of
attrition among its clients, disruption arising from the
integration of Glynlyon, or more intense pricing pressure that
leads the company to reduce its pricing."

"An upgrade is unlikely over the next 12 months because of the Weld
North's elevated leverage. We could raise our rating on the company
after 12 months if it sustains consistent organic revenue growth
and margin expansion (from scale efficiencies and integration
success) while sustaining debt to EBITDA at or below the mid-6x
area and FOCF to debt in the mid-single-digit percent area," S&P
said.


WILLOWOOD USA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Four affiliates of Willowood USA Holdings, LLC (Bankr. D. Colo.
Lead Case No. 19-11079) that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                   Case No.
    ------                                   --------
    Willowood USA, LLC                       19-11320
    PO Box 740958
    Arvada, CO 80006
  
    Willowood, LLC                           19-11322

    Rightline LLC                            19-11324

    Greenfields Holdings, LLC                19-11327

    Greenfields Marketing Ltd.               19-11331

Business Description: The Debtors develop, formulate, register,
                      and sell generic crop protection products
                      primarily used in the United States
                      agriculture industry.  The Debtors function
                      as a sales intermediary and virtual
                      manufacturer between manufacturers of
                      chemicals in China and India and their
                      customers.  The Debtors offer more than
                      60 products throughout the United States
                      for use on many different crops.

Chapter 11 Petition Date: February 27, 2019

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Kimberley H. Tyson

Debtors' Counsel: Michael J. Pankow, Esq.
                  Joshua M. Hantman, Esq.
                  Andrew J. Roth-Moore, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th Street, Suite 2200
                  Denver, Colorado 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  E-mail: mpankow@bhfs.com
                          jhantman@bhfs.com
                          aroth-moore@bhfs.com

Debtors'
Investment
Banker:           PIPER JAFFRAY & CO.

Debtors'
Restructuring
Advisor:          R2 ADVISORS, LLC

Willowood USA, LLC's
Estimated Assets: $10 million to $50 million

Willowood USA, LLC's
Estimated Liabilities: $10 million to $50 million

The petition was signed by Thomas M. Kim, chief restructuring
officer.

A full-text copy of Willowood USA's petition is available for free
at:

           http://bankrupt.com/misc/cob19-11320.pdf

List of Willowood USA, LLC's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
Sulphur Mills                         Trade Debts         $871,291
2568 East Waterford Ave
Fresno, CA 93720
Gauri Thatte
Tel: +91 996-757-2583
Email: g.thatte@sulphrmills.com
   
Adama                                 Trade Debts         $293,920
364 Fitzgerald Highway
Ocilla, GA 31774
Dave Downing
Tel: 919-265-9310

India Pesticides, Ltd.                Trade Debts         $201,600
Water Works Rd.
Aishbagh, Lucknow, UP
226004, India
Vikram Mehra
Email: vikram.mehra@indiapesticideslimited.com

Practical Weed Consultants, LLC       Trade Debts          $70,000
c/o Jeb H. Joyce
111 Center Street, Ste 1900
Little Rock, AR 72201
Ford L. Baldwin Ph.D.
Tel: 501-681-3413
Email: ford@weedconsultants.com

Micro Chem Company, LLC               Trade Debts          $46,017
Attn: Accounts Receivable
258 Airport Square
Adel, GA 31620

Stepan Co.                            Trade Debts          $39,310
PO Box 93036
Chicago, IL 60673
Maria Garcia
Tel: 847-501-2096
Email: MEGarcia@stepan.com

Pyxis Regulatory Consulting, Inc.     Trade Debts          $33,161
4110 136th St. NW
Gig Harbor, WA 98332
Paul Kay
Tel: 253-853-7369
Email: Paul@PyxisRC.com

Oil-Dri Corporation                   Trade Debts          $28,126
PO Box 95980
Chicago, IL 60694
Roger Henderson
Tel: 574-540-1795
Email: roger.henderson@oildri.com

Apex Maritime Co. (LAX), Inc.         Trade Debts          $26,640
565 BREA Canyon Road, Ste #D
Walnut, CA
Jackie Ramos
Tel: 909-594-8828 x114
Email: jackie.ramos@apexshipping.com

Cimarron Label, Inc.                  Trade Debts          $17,415
4201 N. Westport Avenue
Sioux Falls, SD 57107
Steve McLaughlin
Tel: 605-366-9149
Email: SMclaughlin@cimarronlabel.com

Mauser USA LLC                        Trade Debts          $14,977
1121 Pioneer
RDBurlington, ON L7M 1K5
Canada
Mark Cattern
Tel: 951-285-3491
Email: Mark.Cattern@mausergroup.com

The Box Maker                         Trade Debts          $13,822
PO Box 58968
Tukwila, WA 98138
Mike Decker
Tel: 541-246-1312
Email: miked@boxmaker.com

California Association of Pest        Trade Debts          $12,450
Control Advisers
2300 River Plaza Dr., #120
Sacramento, CA 95833
Dee Stowbridge
Tel: 916-928-1325
Email: dee@capca.com

CDMS, Inc.                           Trade Debts           $11,875
123 4th Street, 7th Fl
Marysville, CA 95901
Scott Mueller
Email: scott@cdms.com

Helena Indusries, LLC                Trade Debts           $11,643
PO Box 277187
Atlanta, GA 30384
Tony DiBenedetto
Tel: 901-820-5713
Email: dibenedettot@HelenaIndustries.com

Landstar Ranger, Inc.                Trade Debts           $11,480
PO Box 784293
Philadelphia, PA 19178
Tony
Email: tonyl@dgandco.com

Farm Chemicals International         Trade Debts           $11,000
Meister Media Worldwide, Inc.
Cleveland, OH 44193
Jorge Abrego
Email: JAbrego@meistermedia.com

BASF Corporation                     Trade Debts                 -
26 Davis Drive
Research Triangle P, NC 27709
Email: john.pendergast@basf.com

Bayer CropScience LP                 Trade Debts                 -
2 T.W. Alexander Drive
Research Triangle Pak, NC
27709
Georgina Werner
Tel: 919-961-5019
Email: georgina.werner.ext@bayer.com

Arysta LifeScience North             Trade Debts                 -
America, LLC
15401 Weston Parkway, Ste 150
Cary, NC 27513
Steve Schmidt
Tel: 919-678-4889
Email: Steve.Schmidt@arysta.com


WINDSTREAM HOLDINGS: Files for Chapter 11 After Ruling vs. Unit
---------------------------------------------------------------
Windstream Holdings, Inc. on Feb. 25, 2019, disclosed that the
Company and all of its subsidiaries have filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the Southern District of New York
(the "Court").  The Company intends to use the court-supervised
process to address debt maturities that have been accelerated as a
result of the recent decision by Judge Jesse Furman in the Southern
District of New York against Windstream Services, LLC, a subsidiary
of the Company.

"Following a comprehensive review of our options, including an
appeal, the Board of Directors and management team determined that
filing for voluntary Chapter 11 protection is a necessary step to
address the financial impact of Judge Furman's decision and the
impact it would have on consumers and businesses across the states
in which we operate," said Tony Thomas, president and chief
executive officer of Windstream.  "Taking this proactive step will
ensure that Windstream has access to the capital and resources we
need to continue building on Windstream's strong operational
momentum while we engage in constructive discussions with our
creditors regarding the terms of a consensual plan of
reorganization.  We acted decisively to secure the long-term
financial stability of Windstream, and we are confident that, upon
completion of the reorganization process, we will be even better
positioned to invest in our business, expand our speed and
capabilities for our customers and compete for the long term.

"I want to express my appreciation for the continued focus of the
entire Windstream team as well as the loyalty and patience of our
customers, vendors, channel partners and other stakeholders,"
continued Mr. Thomas.  "With approval from the Court, we will
continue paying our employees, maintaining our relationships with
our vendors and business partners and serving our customers as
usual.  We remain committed to providing critical voice and data
services and ensuring customers realize the maximum benefit in
transitioning to next-generation technology solutions and premium
broadband services."

Windstream has received a commitment from Citigroup Global Markets
Inc. for $1 billion in debtor-in-possession ("DIP") financing.
Following approval by the Court, this financing, combined with
access to the cash generated by the Company's ongoing operations,
will be available to meet Windstream's operational needs and
continue operating its business as usual.

In conjunction with the filing, the Company has filed a number of
customary first day motions.  These motions will allow the Company
to continue to operate in the normal course of business without
interruption or disruption to its relationships with its customers,
vendors, channel partners and employees.  The Company expects to
receive Court approval for these requests and intends to pay
vendors in full for all goods received and services provided to
Windstream after the filing date.

Judge Jesse Furman's Decision

As previously announced on February 15, 2019, Judge Furman ruled
that Windstream Services, LLC's 2015 spinoff of certain
telecommunications network assets into a real estate investment
trust (REIT) violated its agreements with bondholders.  The
decision arose from challenges by Aurelius Capital Management
("Aurelius") and U.S. Bank National Association that the spinoff
was invalid under the terms of those agreements.

"Windstream strongly disagrees with Judge Furman's decision," Mr.
Thomas said.  "The Company believes that Aurelius engaged in
predatory market manipulation to advance its own financial position
through credit default swaps at the expense of many thousands of
shareholders, lenders, employees, customers, vendors and business
partners.  Windstream stands by its decision to defend itself and
try to block Aurelius' tactics in court.  The time is well-past for
regulators to carefully examine the ramifications of an unregulated
credit default swap marketplace.

"Windstream did not arrive in Chapter 11 due to operational
failures and currently does not anticipate the need to restructure
material operations," Mr. Thomas said.  "While it is unfortunate
that Aurelius engaged in these tactics to advance its returns at
the expense of Windstream, we look forward to working through the
financial restructuring process to secure a sustainable capital
structure so we can maintain our strong operational performance and
continue serving our customers for many years to come."

The effect of Judge Furman's decision was that an event of default
under the relevant indenture had occurred that had not been cured
or waived.  The acceleration of the obligations outstanding under
such indenture gave rise to a cross-default under the indentures
governing Windstream's other series of secured and unsecured notes.
In addition, the decision gave rise to a cross-default under the
credit agreement governing Windstream's secured term and revolving
loan obligations.

                        Additional Resources

Additional resources for customers, vendors and other stakeholders,
and other information on Windstream's filings, can be accessed by
visiting Windstream's restructuring website at
www.windstreamrestructuring.com.  Court filings and other documents
related to the Chapter 11 process are available on a separate
website administered by Windstream's claims agent, Kurtzman Carson
Consultants LLC ("KCC") at http://www.kccllc.net/windstream.
Information is also available by calling 877-759-8815 (toll-free in
the U.S.) or +1-424-236-7262 (for parties outside the U.S.).

                              Advisers

Kirkland & Ellis LLP is serving as legal counsel, PJT Partners LP
is serving as financial adviser and Alvarez & Marsal is serving as
restructuring adviser to Windstream.

                         About Windstream

Windstream Holdings, Inc., a FORTUNE 500 company --
http://windstream.com/or http://windstreamenterprise.com/-- is a
provider of advanced network communications and technology
solutions.  Windstream provides data networking, core transport,
security, unified communications and managed services to
mid-market, enterprise and wholesale customers across the U.S.  The
company also offers broadband, entertainment and security services
for consumers and small and medium-sized businesses primarily in
rural areas in 18 states.  Services are delivered over multiple
network platforms including a nationwide IP network, its
proprietary cloud core architecture and on a local and long-haul
fiber network spanning approximately 150,000 miles.


WINDSTREAM SERVICES: Fitch Cuts IDR to 'D' Amid Bankruptcy Filing
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Windstream Services, LLC to 'D' from 'CC'. Fitch has also
downgraded the first lien secured debt ratings to 'CCC'/'RR1' from
'CCC+'/'RR1', second lien secured debt ratings to 'CCC'/'RR1' from
'CCC+'/'RR1'. The company's senior unsecured rating has been
revised to 'C'/'RR4' from 'C'/'RR5'.

Fitch's rating actions follow the company's, along with all of its
subsidiaries, voluntary filing for reorganization under Chapter 11
of the U.S. Bankruptcy code. The bankruptcy filing is a result of
the adverse court ruling in Windstream's bondholder dispute with
Aurelius Capital Management and U.S. Bank N.A., giving rise to
cross-default provisions contained within the indentures across the
company's capital structure. No plan, disclosure statement or
restructuring agreement has been filed with the court. The company
does not anticipate the need to materially restructure operations
during the bankruptcy process. The court found that the spinoff of
Windstream's network assets into a REIT, Uniti Group Inc., was
invalid. The court also found that Windstream violated the terms of
the indenture by engaging in an impermissible sale and leaseback
transaction, and subsequent actions did not waive or cure the
default arising from the breach of the covenant. The company is
currently examining its options in terms of post-trial motions and
an appeal.

KEY RATING DRIVERS

Recovery Analysis: Fitch utilizes a bespoke recovery analysis to
arrive at debt instrument ratings of Windstream. The company has
arranged for $1 billion of debtor-in-possession (DIP) financing
including a $500 million revolver and a $500 million term loan. The
DIP financing is included in administrative claims in Fitch's
recovery analysis. Fitch assumed a going concern EBITDA of $1.2
billion reflecting Fitch's view of a sustainable,
post-reorganization EBITDA level, upon which Fitch bases the
valuation of the company. A lower going-concern EBITDA factors in
the competitive dynamics of the industry that result in account
losses and pricing pressures. The overall decline also considers
Windstream's cost cutting efforts as an offsetting factor.

An EV multiple of 5x is used to calculate a post-reorganization
valuation. The recovery multiple takes into account Windstream's
competitive position in the industry and the company's exposure to
legacy assets. Fitch's multiple for Windstream's recovery analysis
also considers dependence on legacy revenues that will decline in
future, aided by revenue from acquisitions in cloud and
connectivity space. Comparable market multiples in the industry
range from 5.4x-8.7x and recent acquisition multiples range from
3.8x-6.6x. There are two bankruptcy cases analyzed in Fitch's
Technology, Media and Telecommunications bankruptcy case study
report, Fairpoint and Hawaiian Telecom. Both companies filed for
bankruptcy in 2008 and emerged with multiplies of 4.6x and 3.7x,
respectively. Both were also sold in recent acquisitions for 5.9x
and 5.6x.

Revenue Pressures Continue: Windstream continues to experience
pressure across all segments due to declining
legacy-products-related revenue and the effects of competition in a
challenging operating environment for wireline operators. The
enterprise segment remains weak due to effects of legacy revenue,
although the strategic revenues, comprised of SDWAN and UCaaS
offerings, continue to climb and constituted 54% of the enterprise
segment's sales during third-quarter 2018. Fitch's base case
assumes revenues continue to decline over the forecast horizon,
albeit at a slowing pace supported by a growth in strategic
revenue.

Revenue Mix Changes: Windstream's revenues from enterprise
services, consumer high-speed internet services and its carrier
customers (core and wholesale), pro forma for the EarthLink
consumer internet business sale, are in the mid-80% range; these
revenues provide the best prospects for stable revenues in the long
term. Certain legacy revenues remain pressured, but Fitch
anticipates Windstream's revenues should stabilize gradually as
legacy revenues dwindle in the mix.

Cost Savings and Synergies: Windstream is on track to realize the
total stated synergies of $180 million from the EarthLink and
Broadview acquisitions. The company achieved the targeted $75
million in opex and $25 million in capex synergies by the end of
2017. In addition, realization of cost savings from interconnection
expenses (approximately $140 million of annual savings) and moving
'off-net' traffic 'on-net' will be key in supporting EBITDA over
the next few years. Fitch believes realization of full run-rate of
synergies is manageable and expects EBITDAR margin improvement in
the range of 100bps-200bps by the end of 2019. Beyond 2019, Fitch
will carefully monitor the pace and execution of cost cuttings that
help support EBITDA levels in the future.

DERIVATION SUMMARY

Windstream has a weaker competitive position based on scale and
size of its operations in the higher-margin enterprise market.
Larger companies, including AT&T Inc. (A-/Stable), Verizon
Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB/Stable),
have an advantage with national or multinational companies given
their extensive footprints in the U.S. and abroad.

In comparison with Windstream, AT&T and Verizon maintain lower
financial leverage, generate higher EBITDA margins and FCF, and
have wireless offerings that provide more service diversification.
Fitch also believes Windstream has a weaker FCF profile than
CenturyLink including the LVLT acquisition, as CenturyLink's FCF
will benefit from enhanced scale and LVLT's net operating loss
carryforwards.

Although Windstream has less exposure to the more volatile
residential market compared with its wireline peer, Frontier
Communications Corp. (B/Stable), it has higher leverage than
Frontier. Within the residential market, incumbent wireline
providers face wireless substitution and competition from cable
operators with facilities-based triple play offerings, including
Comcast Corp. (A-/Stable) and Charter Communications Inc. Fitch
rates Charter's indirect subsidiary, CCO Holdings, LLC,
'BB+'/Stable. Cheaper alternative offerings such as Voice over
Internet Protocol (VoIP) and over-the-top (OTT) video services
provide additional challenges. Incumbent wireline providers have
had modest success with bundling broadband and satellite video
service offerings in response to these threats.

No country-ceiling, parent/subsidiary or operating environment
aspects affect the rating.

KEY ASSUMPTIONS

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

  -- Revenues total approximately $5.7 billion for 2018 and decline
near mid-single digits in 2019, pro forma for sale of Consumer CLEC
segment. Fitch expects organic revenue to continue to decline over
the forecast horizon, albeit at a slowing pace;

  -- EBITDA is expected to benefit from continued realization of
cost synergies achieved from acquisitions and other cost savings.

RATING SENSITIVITIES

Rating sensitivities do not apply given the company's filing for
bankruptcy protection.

LIQUIDITY

Windstream had approximately $20 million of cash on hand as of Feb.
15, 2019, the day the district court issued its decision.
Windstream has arranged for $1 billion DIP financing consisting of
a $500 million revolver and a $500 million term loan that is
expected to satisfy the company's liquidity requirements during the
bankruptcy process.

Windstream's existing senior secured credit facility is secured
with perfected first-priority liens on substantially all personal
property assets (subject to regulatory approval), capital stock and
other equity interest in subsidiaries (not more than 66% of the
voting stock of any foreign subsidiary). Assets in which the Rural
Utilities Service has been granted a security interest are
excluded. The facilities are guaranteed by each of the borrower's
present and future material direct and indirect domestic
subsidiaries, except for subsidiaries of PAETEC Holding Corp.,
provided that guarantees will not be required from any subsidiary
to the extent that the transaction requires, or the guarantee would
require, the approval of any state regulatory agency. Essentially,
in the states where regulatory approval was required, the company
replaced the liens and guarantees with a stock pledge. Obligations
are guaranteed by any other subsidiaries that guarantee any other
debt obligations of any loan party. Windstream's senior secured
notes and the guarantees thereof are secured by first-priority
liens on substantially all of the personal property assets of the
company and of the guarantors.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Windstream Services, LLC

  -- IDR to 'D' from 'CC';

  -- Senior secured first lien to 'CCC'/'RR1' from 'CCC+'/'RR1';

  -- Senior secured second-lien notes to 'CCC'/'RR1' from
'CCC+'/'RR1';

  -- Senior unsecured notes to 'C'/'RR4' from 'C'/'RR5'.


[^] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle
---------------------------------------------------------------
Faith and Credit: The Great S & L Debacle and Other Washington
Sagas

Author: L. William Seidman
Publisher: Beard Books
Softcover: 316 Pages
List Price: $34.95
Order a copy today at
http://www.beardbooks.com/beardbooks/full_faith_and_credit.html

"My friends, there is good news and bad news.  The good news is
that the full faith and credit of the FDIC and the U.S. government
stands behind your money at the bank.  But the bad news is that
you, my fellow taxpayers, stand behind the U.S, government." Take
it from L. William Seidman, former chairman of the FDIC under the
Reagan and Bush administrations, in his irreverent Washington
memoir. Chosen by Congress to lead the S&L cleanup, the author
describes how the debacle was created and nurtured, and the
lawsuits against Charles Keating, Michael Milken, and Neil Hush
that it spawned.

The story begins in the summer of 1973 when Seidman, then a Grand
Rapids, Michigan, businessman and managing partner of one of the
country's 10 largest accounting firms, which bore his family's
name, was tapped by Nixon to be undersecretary of HUD.  Seidman had
scarcely unpacked his bags when "the summer of 1973" took on new
meaning in Washington and across the country.  Confirmation of any
of the precarious president's nominations looked dubious in the
extreme, and Seidman prepared to pack up again.  Then came a call
from the office of newly appointed Vice President Ford, Spiro
Agnew, hastily departing, had left the office in a shambles.  (Not
least to be disposed of were large cases of Scotch whiskey,
presented to Agnew by supplicants.)  Would Seidman lend his
managerial expertise for a few weeks to help a fellow Grand Rapidan
get organized?

One thing led to another in the usual Potomac way, and when Ford
advanced to the presidency, Seidman was made his assistant for
economic affairs.  That job, too, was relatively short-lived, but a
decade later he returned to Washington to head the FDIC under
Reagan.  What the author found was plenty disturbing.  The
over-optimism of the 1970s and 1980s -- in particular, he believes,
a speculative binge of real estate investing followed by recession
-- was resulting in numerous bank failures, more than 1,000 between
1986 and 1991.  Worse, disaster loomed in the sister agency that
insured savings and loan institutions; a majority of the nation's
4,000 S&Ls were on their way to bankruptcy.  What caused the S&L
crisis? Seidman, although a small-government advocate, blames a
combination of deregulation and cutbacks in the oversight agencies.
One of his many battles, for example, was with OMB, which sought
to cut the FDIC's bank supervision staff just as it had tried to
reduce the number of S&L examiners.  But he finds a silver lining
in the near catastrophe; proof of resilience.  The diversity of the
U.S. financial system is also its strength.

Seidman's memoir is as much about life inside the Beltway as it is
about financial crises, making this book, first published in 1990,
no less entertaining today.  Included are lively anecdotes of
confrontations with heavy-weight White House chief of staff John
Sununu, an interview with a wild-eyed Wyoming purchaser of FDIC
property from a liquidated bank who arrived in Seidman's office
armed with a gun to register his displeasure with the purchase (a
valid objection, the author discovered), and ambush by Secret
Service agents who converged on Seidman as he opened his window and
leaned out to watch the president's helicopter take off.

L. William Seidman was chairman of the Federal Deposit Insurance
Corporation from 1985 to 1991.  Under his supervision, the FDIC
closed hundreds of failed banks and savings associations as the
agency attended to a debacle that cost taxpayers roughly $200
billion.  Seidman worked for U.S. Presidents Gerald R. Ford, Ronald
Reagan and George H. W. Bush.  He was also chief commentator on
CNBC and publisher of Bank Director magazine.  He was also on the
speaking circuit, and a consultant to the Nippon Credit Bank,
Morgan Stanley Dean Witter, Ernst & Young, and Freddie Mac, among
others.   Seidman died May 2009.  He was 88.


                            *********

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.
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Each Tuesday edition of the TCR contains a list of companies with
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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
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equity securities trade in public market are determined by more
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.

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                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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