/raid1/www/Hosts/bankrupt/TCR_Public/190313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 13, 2019, Vol. 23, No. 71

                            Headlines

1356 HARRISON ST: Case Summary & 5 Unsecured Creditors
1515-GEENERGY: Taps Omni Management as Claims Agent
ACCREDITED LIMOUSINE: Gets Court Approval to Hire Bookkeeper
ACCREDITED LIMOUSINE: Taps Pick & Zabicki as Legal Counsel
ACTUAL BREWING: Seeks Authorization to Use Hoy Cash Collateral

AGILE THERAPEUTICS: Incurs $19.8 Million Net Loss in 2018
ALCOR ENERGY: April 16 Plan Confirmation Hearing
ARMAOS PROPERTY: Authorized to Use Cash Collateral Until March 15
ASPEN VILLAGE: Seeks to Hire Jones & Walden as Legal Counsel
BERRY GLOBAL: Moody's Puts Ba3 CFR Under Review for Downgrade

BIOSCRIP INC: Ares Management Et Al. Have 9.8% Stake as of Feb. 25
BLINK CHARGING: Justin Keener Holds 9.9% Stake as of Dec. 31
BONA FIDE VENTURES: Seeks to Hire Resnik Hayes as Legal Counsel
BREDA: Wants to Continue Using Cash Collateral Through April 30
BRIDAN 770: Unsecured Creditors to Get 100% in Monthly Installments

C&M PLASTICS: Seeks Authorization to Use Cash Collateral
CC CARE LLC: Has Authority to Use Cash Collateral on Final Basis
CD MANAGEMENT: Unsecured Creditors to Get 10% for 24 Months
CECIWONG INC: Unsecured Creditors to Get 20% Under Plan
CHARIOTS OF HIRE: Seeks Authorization to Use Cash Collateral

CIMAREX RESOLUTE: Suspending Filing of Reports with the SEC
COCRYSTAL PHARMA: Will Receive $4.2-Mil. Through Private Placement
CONSIS INTERNATIONAL: Unsecured Creditors to Get 93% Under Plan
CONSTELLIS HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
CORPORATE RESOURCE: Ruling Disqualifying SMG, SHG Lawyers Flipped

CTI FOODS: Case Summary & 30 Largest Unsecured Creditors
CTI FOODS: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing
CURAE HEALTH: Files Chapter 11 Plan of Liquidation
DAVID M. MORALES: Court Affirms $331K Attorney Fee Award
DEL MAR ENTERPRISES: May 21 Approval Hearing on Plan Outline

DEL MAR ENTERPRISES: Unsecured Creditors to Get 5% Within 72 Months
DESERT LAND: Juniper Objects to Disclosure Statement
DESERT LAND: Sher Creditors Object to 3rd Amended Plan Outline
DIRECTORY DISTRIBUTING: E. Walker Bid to Withdraw Reference OK'd
EARTH PRIDE: Ordered to Produce Additional Documentation for Loeb

EASTERN POWER: Moody's Alters Outlook on B1 Secured Rating to Pos.
EMPRESAS BENITEZ: May 8 Disclosure Statement Hearing
EMPRESAS CARRION: Taps Monge Robertin as Restructuring Advisor
ENERGY FUTURE: S. Fenicle, et al.'s Appeal Dismissed as Moot
FIELDPOINT PETROLEUM: Delays 2018 Form 10-K Filing

FRAM GROUP: Moody's Withdraws B3 CFR on Acquisition by Trico Group
G3 & D: Taps Allen Turnage as Co-Counsel
GASPER RICE: Case Summary & 20 Largest Unsecured Creditors
GENERAL NUTRITION: Moody's Alters Outlook on B3 CFR to Negative
GIGA-TRONICS INC: Sells $240,000 Worth of Preferred Stock

GLOBAL FISH: BC Factoring Wants to Prohibit Cash Collateral Use
GMOFORIS CORPORATION: SFCP Entitled to Judgment of Eviction
GNC HOLDINGS: Two Executives Quit
GOD'S CHARIOTS: Plan and Disclosures Hearing Set for March 28
HELIOS AND MATHESON: Will Restate its Third Quarter 2018 Form 10-Q

HIGHLAND SALONS: Taps Peter Johnson as Legal Counsel
HNRC DISSOLUTION: Dismissal of T. Giese Suit vs LCC, et al., Upheld
IDEANOMICS INC: Appoints Bruno Wu as Executive Chairman
IDEANOMICS INC: Will Acquire 51% Stake in Malaysia's Tree Motion
ILLINOIS STAR: Ongoing Adversary Litigation Delays Filing of Plan

IMERYS TALC: Future Claimants' Representative Hires Counsel
IMERYS TALC: Future Claimants' Representative Hires Counsel
IMERYS TALC: Hires Latham & Watkins as Bankruptcy Counsel
IMERYS TALC: Hires Richards Layton as Bankruptcy Co-Counsel
INVERSIONES CARIBE: Seeks Authorization on Cash Collateral Use

JOE BOOKS: Seeks Protection Under BIA Proceedings
JOHN FITZGIBBON: Fitch Cuts Rating on $8.7MM Refunding Bonds to B
JUSTICE FARMS: April 2 Disclosure Statement Approval Hearing
KINNEY FARMS: Seeks to Hire Scott W. Spradley as Attorney
KOI DESIGN: Hires Broadway Advisors as Financial Advisor

LA CANASTA: Unsecured Creditors to Get 30% Under Plan
LINTON VETERINARY: Judge Signs Final Agreed Cash Collateral Order
MC/VC INC: April 26 Plan Confirmation Hearing
MICROVISION INC: Director Gorton Won't Seek Re-Election
MOUNTAIN DUE: Secured Claim to Get 10-Yr Amortization at 4%

NEIGHBORHOOD HEALTH: Trustee Hires Auction Advisors as Realtor
NEOVASC INC: Agrees to Exchange Outstanding Warrants for Shares
NEXEO SOLUTIONS: S&P Raises ICR to 'BB' Then Withdraws Rating
NICHOLAS L HUGENTOBLER: Seeks Final Nod to Use Cash Collateral
NINE WEST: Moody's Assigns B3 CFR & Rates $325MM Exit Loan Caa1

NINE WEST: S&P Gives B- Rating Ahead of Bankruptcy Emergence
NOBLE REY: Revises Treatment of Tax Claims to Unimpaired
NORTHERN POWER: Two Directors Quit from Board
NOVABAY PHARMACEUTICALS: Makes Board and Executive Changes
NOVUM PHARMA: Sets Bidding Procedures for All Assets

NTHRIVE INC: S&P Cuts 1st-Lien Debt Rating to B- on Securitization
NUSTAR ENERGY: Fitch Affirms BB LongTerm Issuer Default Rating
ONE AVIATION: Plan Adds Information on Claims Classification
OXFORD ASSOCIATES: Taps Turek Roth as Special Counsel
PACIFIC THOMAS: R. Whitney Appeal Dismissed Without Prejudice

PANNEL PARTNERSHIP: Files Corrected Plan, Disclosure Statement
PAYLESS HOLDINGS: Seeks to Access $25-Mil. of Financing
PELICAN REAL: Court Allows Seese to Provide Additional Services
PRECIPIO INC: CEO Issues Shareholder Update Letter
PREFERRED CARE: Law Firm Bid to Remand Suit to State Court Junked

PRIME SOURCE ACCESSORIES: Hires Mari Huff as Accountant
REIGN SAPPHIRE: Brio Capital Has 9.9% Stake as of Dec. 31
RESOLUTE ENERGY: Integrated Core et al. No Longer Own Shares
RESOLUTE ENERGY: Moody's Withdraws B3 CFR on Complete Acquisition
SBP HOLDING: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR

SHARING ECONOMY: Common Stock Delisted from Nasdaq
SNAP LINE SERVICES: Hires James R. Wallis as Consultant
SOLYMAN YASHOUAFAR: Court Narrows Claims in Abselets' FACC
SOLYMAN YASHOUAFAR: Trustee Wins Summary Ruling Bid vs EAL, et al.
SORENSON COMMUNICATIONS: Moody's Rates $700MM 1st Lien Debts 'B2'

SQLC SENIOR LIVING: April 15 Plan Confirmation Hearing
SUNOCO LP: Fitch Rates Sr. Unsecured Notes Due 2027 'BB'/'RR4'
SUNPLAY POOLS: Needs 60-Day Extension of Plan Filing Deadline
SUPER QUALITY: April 9 Disclosure Statement Hearing
SWIFT STAFFING: Disclosure Statement Hearing Moved to April 26

SYNERGY PHARMACEUTICALS: Lead Plaintiffs Object to Plan Disclosures
SYNERGY PHARMACEUTICALS: Unsecureds to Recoup 34%
TANK HOLDING: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
TECHNICAL COMMUNICATIONS: Nasdaq Accepts Plan to Regain Compliance
THISTLE FOUNDRY: May 2 Approval Hearing on Plan Outline Set

TIG HOLDINGS: Hires Weinstein & St. Germain as Attorney
TOTAL FINANCE: Seeks to Hire Mayer Brown as Special Tax Counsel
TOTAL FINANCE: Seeks to Hire Togut Segal as Co-Counsel
TWISTLEAF HOLDINGS: Hires Valuation Source as Appraiser
UNITED METHODIST: Hires Svihla & Associates as Accountant

VANGUARD HEALTHCARE: Plan Outline Hearing Set for April 9
WASTE PRO: Moody's Alters Outlook on B2 CFR to Negative
WEATHERFORD INTERNATIONAL: Clearbridge Has 10.7% Stake as of Dec. 3
WEATHERFORD INTERNATIONAL: Harris Assoc is No Longer a Shareholder
WESTMORELAND COAL: Adds More Info on Exit Facility, IBNR Claims

WILLISTON CITY, ND: Moody's Affirms Ba2 Rating on $16MM GOULT Debt
WILLOWOOD USA: Hires Piper Jaffray as Investment Banker
WILLOWOOD USA: Hires r2 Advisors as Chief Restructuring Officer
WILLOWOOD USA: Hires Stretto as Claims and Noticing Agent
WILLOWOOD USA: Seeks to Hire Brownstein Hyatt as Counsel

XENETIC BIOSCIENCES: Empery Asset Has 9.9% Stake as of March 5

                            *********

1356 HARRISON ST: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: 1356 Harrison St, LLC
        1356 Harrison St
        San Francisco, CA 94103

Business Description: 1356 Harrison St, LLC is the fee simple
                      owner of a mixed-use real estate property
                      located at 1356 Harrison St, San Francisco,
                      California valued by the Debtor at $2.3
                      million.  It is a Single Asset Real Estate
                      Debtor (as defined in 11 U.S.C. Section
                      101(51B)).

Chapter 11 Petition Date: March 11, 2019

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Case No.: 19-30264

Judge: Hon. Dennis Montali

Debtor's Counsel: Lars T. Fuller, Esq.
                  THE FULLER LAW FIRM
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408)295-5595
                  Email: Fullerlawfirmecf@aol.com
                         lars.fullerlaw@gmail.com

Total Assets: $2,300,000

Total Liabilities: $2,054,919

The petition was signed by Sanjeev Sharma, authorized
representative.

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

           http://bankrupt.com/misc/canb19-30264.pdf


1515-GEENERGY: Taps Omni Management as Claims Agent
---------------------------------------------------
1515-GEEnergy Holding Co. LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Omni
Management Group, Inc. as claims, noticing, and administrative
agent.

The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases of the company and its affiliates.

Omni Management's hourly rates range from $25 to $155.  The firm
received a retainer in the amount of $50,000 prior to the Debtor's
bankruptcy filing.

Paul Deutch, senior vice president of Omni Management, disclosed in
a court filing that his firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

Omni can be reached through:

     Paul H. Deutch
     Omni Management Group
     1120 Avenue of the Americas, 4th Floor
     New York, NY 10036
     Tel: 212-302-3580
     Fax: 212-302-3820
     Email: nycontact@omnimgt.com

                    About Great Eastern Energy

With its headquarters in Brooklyn, New York, BBPC LLC, doing
business as Great Eastern Energy, provides energy commodities to
retail customers.  BBPC began serving natural gas customers in New
York, New Jersey and Massachusetts in 2000, and later expanded to
serve electricity customers in New York, New Jersey, Massachusetts,
and Connecticut in 2013.  1515-GEEnergy Holding Co. LLC owns 100%
of the equity in BBPC.

1515-GEEnergy Holding Co. LLC and BBPC LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 19-10303 and 19-10304) on Feb.
14, 2019.  The Debtors estimated $50 million to $100 million in
assets and the same range of liabilities as of the bankruptcy
filing.

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

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


ACCREDITED LIMOUSINE: Gets Court Approval to Hire Bookkeeper
------------------------------------------------------------
Accredited Limousine Service LLC received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Frances Caruso as its bookkeeper.

The services to be provided by the bookkeeper include the
preparation and review of the Debtor's financial statements,
monthly operating statements and other financial reports.

The bookkeeper has requested a retainer in the sum of $1,000.

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

               About Accredited Limousine Service

Accredited Limousine Service, LLC -- https://accreditedlimo.com/ --
is a chauffeured black car service that provides local, national
and worldwide limousine services.  It services commercial as well
as corporate fleets, FBOs and aircraft/management charter
companies.  The company offers a wide selection of vehicles,
serving LaGuardia, Kennedy, Newark, Teterboro and White Plains
airport.

Accredited Limousine Service sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22215) on Feb. 6,
2019.  At the time of the filing, the Debtor disclosed $663,575 in
assets and $1,494,868 in liabilities.  

The case is assigned to Judge Robert D. Drain.


ACCREDITED LIMOUSINE: Taps Pick & Zabicki as Legal Counsel
----------------------------------------------------------
Accredited Limousine Service LLC received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire Pick
& Zabicki LLP as its legal counsel.

The firm will advise the Debtor of its rights and duties under the
Bankruptcy Code; assist the Debtor in analyzing claims of
creditors; prepare a plan of reorganization; and provide other
legal services in connection with its Chapter 11 case.

The firm will charge these hourly fees:

     Partners                  $405 - $475
     Associates                   $250
     Paraprofessionals            $125

Pick & Zabicki received a retainer of $15,000 from Douglas
Thornton, managing member of the Debtor, and $2,500 for
work-related expenses.

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

Pick & Zabicki can be reached through:

     Douglas J. Pick, Esq.
     Pick & Zabicki LLP
     369 Lexington Avenue, 12th Floor
     New York, NY 10017
     Tel: (212) 695-6000
     Fax: (212) 695-6007
     Email: dpick@picklaw.net

               About Accredited Limousine Service

Accredited Limousine Service, LLC -- https://accreditedlimo.com --
is a chauffeured black car service that provides local, national
and worldwide limousine services.  It services commercial as well
as corporate fleets, FBOs and aircraft/management charter
companies.  The company offers a wide selection of vehicles,
serving LaGuardia, Kennedy, Newark, Teterboro and White Plains
airport.

Accredited Limousine Service sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22215) on Feb. 6,
2019.  At the time of the filing, the Debtor disclosed $663,575 in
assets and $1,494,868 in liabilities.  The case is assigned to
Judge Robert D. Drain.


ACTUAL BREWING: Seeks Authorization to Use Hoy Cash Collateral
--------------------------------------------------------------
Actual Brewing Company, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Ohio to use cash
collateral, in which Emmart Y. Hoy III asserts a security interest,
in the ordinary course of its business.

As of the Petition Date the Debtor owes an individual by the name
of Emmart Y. Hoy III ("Hoy") approximately $10,000, which debt is
secured by a first position security interest in virtually all of
the Debtor's assets, including but not limited to all inventory,
accounts, equipment, chattel paper, and general intangibles
pursuant to a promissory note. The Debtor has no other secured
debt.

Hoy is also a holder of equity in Debtor's business, and he has
consented in writing to the Debtor's use of the Cash Collateral.
The Debtor proposes to grant Hoy a lien in assets acquired
postpetition that are of the same kind, type, and nature as those
of the Pre-Petition Collateral.  This will protect Hoy against any
diminution in the value of its interests in the Pre-Petition
Collateral.  Furthermore, Hoy will have access at all times to the
Debtor's books and records.

The Debtor believes Hoy will also be adequately protected because
Hoy is greatly over-secured -- the amount of the loan Hoy granted
to the Debtor was $10,000, yet that loan is secured by assets whose
aggregate value is well over $100,000.  Furthermore, Hoy is the
only secured creditor of Debtor that exists, and thus will enjoy
priority over all other creditors. Hoy will receive proper
compensation for his loan in virtually every scenario.

                  About Actual Brewing Company

Actual Brewing Company, LLC, is a craft brewery.  It was founded in
Columbus in 2012 and soon thereafter began production in a facility
on the east side of town.  Actual Brewing makes a range of unique
beers, including its habanero infused Conductor IPA and Photon, a
rare craft light beer. The Company has a loyal following. 4.As of
the Petition Date Actual Brewing employed 19 individuals across
management, operations, production, sales, distribution, behind the
bar, and in the kitchen. The company has 72 members, most of whom
are local, private investors who contributed a small amount of
money to be involved in a local brewery with ambitious plans. The
company did not take on any bank debt, and instead relied on the
support of its community of investors.

Actual Brewing Company filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ohio Case No. 19-50813) on Feb. 14, 2019.  In the
petition signed by Nicole Felter, manager, the Debtor estimated
both assets and liabilities under $1 million.  The Debtor is
represented by Mark Kenneth Stansbury, Esq. at Stansbury Weaver
Ltd.  



AGILE THERAPEUTICS: Incurs $19.8 Million Net Loss in 2018
---------------------------------------------------------
Agile Therapeutics, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$19.77 million for the year ended Dec. 31, 2018, compared to a net
loss of $28.30 million for the year ended Dec. 31, 2017.

Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor
since 2010, issued a "going concern" qualification in its report on
the consolidated financial statements for the year ended Dec. 31,
2018, stating that the Company has suffered recurring losses from
operations, has experienced delays in the approval of its product
candidate and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.

As of Dec. 31, 2018, Agile had $22.39 million in total assets,
$2.21 million in total liabilities, and $20.17 million in total
stockholders' equity.

As of Dec. 31, 2018, Agile had $7.8 million of cash and cash
equivalents compared to $35.9 million of cash and cash equivalents
as of Dec. 31, 2017.  The Company believes its cash and cash
equivalents as of Dec. 31, 2018 along with the proceeds from its
private placement completed in March 2019, will be sufficient to
meet its projected operating requirements into the fourth quarter
of 2019.  The Company will require additional capital to fund
operating needs for the remainder of the fourth quarter of 2019 and
beyond, which will include, among other items, the completion of
its commercial plan for Twirla, if approved, which primarily
includes validation of the commercial manufacturing process and the
commercial launch, and advancing the development of its other
potential product candidates.

Research and development expenses were $1.9 million for the quarter
ended Dec. 31, 2018 and $9.8 million for the year ended Dec. 31,
2018, compared to $2.7 million and $14.4 million for the comparable
periods in 2017.  The decrease in R&D expenses was primarily due to
a decrease in manufacturing and commercialization expenses
reflecting reduced activity associated with the scale-up process
and the on-going qualification process of the commercial
manufacturing equipment primarily as a result of the receipt of the
2017 CRL.

General and administrative expenses were $1.6 million for the
quarter ended Dec. 31, 2018 and $8.7 million for the year ended
Dec. 31, 2018, compared to $3.3 million and $12.4 million for the
comparable periods in 2017.  The decrease in G&A expenses was
primarily due to the suspension of pre-commercialization activities
as a result of the receipt of the 2017 CRL.

Net loss was $3.8 million, or $0.11 per share, for the quarter
ended Dec. 31, 2018, compared to a net loss of $6.2 million, or
$0.18 per share, for the quarter ended Dec. 31, 2017.

At Dec. 31, 2018, Agile had 34,377,329 shares of common stock
outstanding.

Fourth quarter 2018 and other recent corporate developments:

Twirla Update

   * Formal Dispute Resolution Ended: As previously announced, in
     October 2018, the U.S. Food and Drug Administration's (FDA)
     Office of New Drugs (OND) formally denied the Company's
     formal dispute resolution (FDR) appeal and provided an
     alternative path forward for resubmission of the new drug
     application (NDA) for Twirla, the Company's lead product
     candidate.  In its FDR decision, the OND recommended that the

     Company conduct a comparative wear study to evaluate whether
     Twirla demonstrates a generally similar adhesion performance
     to Xulane, the generic version of the previously marketed
     Ortho Evra contraceptive patch, a product the FDA considers
     to have acceptable adhesion.

   * Comparative Wear Trial Completed: On Feb. 11, 2019, the
     Company announced topline results of a comparative wear study
     of Twirla and Xulane, which demonstrated that Twirla was
     statistically non-inferior to Xulane.  The Company had
     previously reported that in its December 2018 meeting with
     FDA's Division of Bone, Reproductive and Urologic Products,
     (DBRUP), DBRUP agreed that Twirla would show adequate
     adhesion if it demonstrated statistical non-inferiority to
     Xulane in this study.

   * NDA Resubmission Plans: The Company plans to resubmit its
     Twirla NDA in the second quarter of 2019.  The planned
     resubmission is intended to be a complete response to the
     complete response letter the Company received from the FDA in
     December 2017 (2017 CRL) and will include the results from
     the comparative wear study, additional information on the
     Company's manufacturing process, and other analyses
     responding to the 2017 CRL.

Financing Update

   * On March 4, 2019, the Company completed the sale of
     approximately 8.4 million shares of common stock at $0.93 per
     share to an institutional accredited investor through a
     private placement, resulting in gross proceeds of
     approximately $7.8 million.

"We are pleased to have completed our private placement and
appreciate the support from our new investor," said Al Altomari,
chairman and chief executive officer of Agile.  "We believe we now
have the funding in place to execute our regulatory strategy to
seek the approval of Twirla.  We continue to believe that Twirla,
if approved, will provide women with an important contraception
option they do not currently have -- a once-weekly contraceptive
patch designed to deliver a low dose of estrogen."

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

                   https://is.gd/eX3Nzi

                     About Agile Therapeutics

Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women.  The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials.  The Company plans to resubmit its new drug
application, or NDA, for Twirla to the U.S. Food and Drug
Administration, or FDA, and seek FDA approval of the NDA in 2019.


ALCOR ENERGY: April 16 Plan Confirmation Hearing
------------------------------------------------
By order dated March 1, 2019, the U.S. Bankruptcy Court for the
District of Delaware conditionally approved Alcor Energy, LLC's
First Amended Combined Small Business Plan of Reorganization and
Disclosure Statement, dated February 26, 2019, as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code, and authorized the Debtor to solicit votes to
accept or reject the Plan.

The hearing to consider confirmation of the First Amended Chapter
11 Plan filed by Alcor Energy, LLC, is scheduled for April 16, 2019
at 02:00 PM.  Deadline to file objections to confirmation is April
1.

Class 3-A - Unsecured Claims, Trade Creditors are impaired.  Each
Allowed Claim in this Class shall receive a cash payment equal to
their pro-rata share of the $30,000 Class 3-A Payment. The Class
3-A Payment is estimated to result in a distribution of
approximately 79% of the Class 3-A Claims.

Class 3-B - Unsecured Creditors that are not Trade Creditors are
impaired. Holders of Allowed Claims in this Class shall receive no
distributions under this Plan except potentially under an
Alternative Transaction.

Class 2 - Secured Claims are impaired. The Allowed Claims in this
Class, in the amount of $4,292,242.34, plus post-Petition Date
interest, fees, costs, and expenses allowed to Ocho pursuant to the
Final DIP Order, shall be exchanged for 100% of the member
interests in the Reorganized Debtor, unless there is an Alternative
Transaction whereupon this claim, other than the Debt for Equity
Consideration, shall be paid to the extent of available Sale
Proceeds. In the event the Sale Proceeds are not sufficient to pay
in full the Allowed Class 2 Secured Claims (excluding the Debt for
Equity Consideration), then the entire unpaid balance including the
Debt for Equity Consideration shall be exchanged for 100% of the
member interests in the Reorganized Debtor.

Class 4 - Equity Holders of the Debtor 100% of the pre-petition
member interest shall be cancelled as of the Effective Date and the
holders of such interests shall receive nothing under this Plan.

Through this Plan, the Debtor proposes to pay its creditors from
cash flow from operations and future income plus an infusion of
capital from its pre-petition and post-petition lender, Ocho
Ventura, LLC.

A full-text copy of the First Amended Disclosure Statement March 4,
2019, is available at https://tinyurl.com/y455mcgh from
PacerMonitor.com at no charge.

                    About Alcor Energy LLC

Alcor Energy, LLC -- https://www.alcor.energy -- is in the turbines
and turbine generator business.  Its turbines use 100% natural gas,
which is the cleanest possible fossil fuel to burn.  
                     
Alcor Energy sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-12839) on Dec. 19, 2018.  As of
Nov. 30, 2018, the Debtor had total assets of $10,215,664 and total
liabilities of $5,002,071.  The Debtor tapped Young Conaway
Stargatt & Taylor, LLP as its legal counsel.

The Bankruptcy Court, at the behest of the Debtor, issued an order
holding that an official committee of unsecured creditors not be
appointed in the Chapter 11 case.


ARMAOS PROPERTY: Authorized to Use Cash Collateral Until March 15
-----------------------------------------------------------------
The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has entered a preliminary order authorizing
Armaos Property Holdings, LLC, and Olympic Hotel Corporation to use
accounts receivable which may constitute cash collateral of the
Secured Creditors on a revolving basis.

A further hearing to consider the further use of cash collateral
will be held on March 14, 2019 at 2:00 p.m. Any objections to the
further use of cash collateral will be filed on or before 4:00 p.m.
on March 11.

The Debtor is authorized to use cash collateral, including proceeds
from the Debtors' accounts receivable, in accordance with the
budget, with a variance of 10% permitted, for the period from the
Feb. 22 through March 15, 2019.

As of the Petition Date, Access Point Financial asserts secured
claims of approximately $6,800,000 against the Debtors assets
including cash collateral and two mortgages against the Hotel
property, while Rapid Advance is owed approximately $200,000, also
asserting an interest in the Debtors' cash collateral.

In exchange for the preliminary use of cash collateral by the
Debtor, and as adequate protection for the Secured Creditors
interests therein, the Secured Creditors are granted replacement
and/or substitute liens in all postpetition assets of the Debtors
and proceeds thereof, excluding any bankruptcy avoidance causes of
action. Such replacement liens will have the same validity, extent,
and priority that the Secured Creditors possessed as to said liens
on the Petition Date

In addition, the Debtors will pay Access Financial weekly adequate
protection payments on account of its equipment loan in the amount
of $1,555.54 and on account of its mortgage loan in the amount of
$10,305.61, each payable on or before the Friday of each week the
Order is in effect, commencing March 1, 2019.

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

                      http://bankrupt.com/misc/ctb19-20134-54.pdf

                      About Armaos Property
                        and Olympic Hotel

Armaos Property Holdings, LLC, owns a 140-room hotel located in
Groton, Connecticut. Sister company Olympic Hotel Corporation
operates the hotel.  Armaos and Olympic have been a family owned
business since the hotel opened in 1985.

Armaos Property and Olympic Hotel filed voluntary petitions for the
relief afforded under Chapter 11 of the Bankruptcy Code (Bankr. D.
Conn. Case Nos. 19-20134 and 19-20135) on Jan. 30, 2019.  The
petitions were signed by Michael C. Armaos, manager. Joint
administration of the cases has been requested.

At the time of filing, Armaos Property estimated both assets and
liabilities at $1 million to $10 million; and Olympic Hotel
estimated $50,000 to $100,000 in assets and $1 million to $10
million in liabilities.

The Debtors are represented by James Berman, Esq. at Zeisler &
Zeisler, P.C.


ASPEN VILLAGE: Seeks to Hire Jones & Walden as Legal Counsel
------------------------------------------------------------
Aspen Village at Lost Mountain Assisted Living, LLC and Aspen
Village at Lost Mountain Memory Care, LLC have filed separate
applications seeking approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Jones & Walden, LLC as
their legal counsel.

The firm will advise the Debtors of their rights and duties under
the Bankruptcy Code, represent the Debtors with respect to a
Chapter 11 plan, and provide other legal services in connection
with their Chapter 11 cases.

The hourly rates for the firm's attorneys range from $225 to $350.
Legal assistants charge $100 per hour.

As of the petition date, Jones & Walden holds a retainer in the
amount of $11,973 for its representation of Aspen Village Assisted
Living, and a $20,000 retainer for Aspen Village Memory Care.

Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in
court filings that she and her firm neither hold nor represent any
interest adverse to the Debtors and their bankruptcy estates.

The firm can be reached through:

     Leslie M. Pineyro, Esq.        
     21 Eighth Street, NE        
     Atlanta, GA 30309        
     Phone: (404) 564-9300        
     Email: lpineyro@joneswalden.com   

               About Aspen Village at Lost Mountain

Aspen Village at Lost Mountain Assisted Living, LLC and Aspen
Village at Lost Mountain Memory Care, LLC filed voluntary Chapter
11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263,
respectively) on Feb. 5, 2019.  Both operate assisted living
facilities in Georgia.

At the time of filing, both Debtors had estimated assets of less
than $50,000 and liabilities of $1 million to $10 million.

The cases have been assigned to Judge Barbara Ellis-Monro.  The
Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as
their legal counsel.


BERRY GLOBAL: Moody's Puts Ba3 CFR Under Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Berry Global Group
Inc. (Ba3 corporate family rating), as well as all instrument
ratings of Berry Global Inc. under review for downgrade.

The review follows the announcement that Berry has entered into an
agreement to acquire RPC Group PLC (Baa3, Rating Under Review for
Downgrade) in an all debt financed transaction valued at
approximately $6.5 billion, which includes $4.4 billion for the
purchase of RPC's equity, transaction expenses of $0.3 billion and
roughly $1.8 billion of balance sheet debt, which will need to be
refinanced. RPC shareholders will receive GBP7.93 in cash per
share. The board of directors of RPC has unanimously recommended
the offer by Berry, which was deemed superior to the offer
presented by the private equity firm Apollo. The proposed
transaction, which is subject to customary closing conditions, is
expected to close early in the third quarter of calendar year 2019.
Goldman Sachs and Wells Fargo Securities provided fully-committed
financing in connection with the transaction. Berry Global Group
Inc.'s SGL-2 speculative grade liquidity rating remains unchanged.

The combined company will generate approximately $13 billion in
sales. Berry expects to achieve approximately $150 million of
annual cost synergies over two years. Approximately 50% of these
synergies are expected to come from procurement, 30% from general
and administrative expenses and 20% from operational improvements.
The acquisition will increase the number of Berry's facilities from
140 to 293, while also significantly increasing Berry's exposure in
EMEAI. Pro forma sales in that region are expected to account for
36% of pro forma sales versus 10% for Berry on a standalone basis.

On Review for Possible Downgrade:

Issuer: Berry Global Group Inc.

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

  - Corporate Family Rating, Placed on Review for Downgrade,
currently Ba3

Issuer: Berry Global Inc.

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

  - Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B2 (LGD5)

Outlook Actions:

Issuer: Berry Global Group Inc.

  - Outlook, Changed To Rating Under Review From Stable

Issuer: Berry Global Inc.

  - Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for downgrade reflects the significant increase in pro
forma leverage and heightened operating and integration risk. Pro
forma leverage of approximately 5.8 times (assuming 100% debt
financing and excluding synergies) is well above the rating trigger
of 4.8 times. While the acquisition increases Berry's scale, global
presence and international sales, it also significantly increases
sales in both Europe and the UK. Europe may experience slower
growth going forward and operations in the UK are still subject to
the uncertainty surrounding Brexit. While the exposure to food and
beverage end markets will increase, exposure to the potentially
more cyclical engineered materials segment will also increase.
Finally, restoring credit metrics to a level within the current
rating triggers may extend beyond the normal 12 to 18 month time
frame given that pro forma free cash flow is less than half of
EBITDA (including synergies). Moody's review will focus on the
final capital structure, the detail behind planned synergies,
near-term operating and integration plans, as well as combined
company's ability to reduce debt beyond expected free cash flow.

Strengths in Berry's credit profile include its considerable scale,
some concentration of sales in relatively more stable end markets
and good liquidity. The company's strengths also include a strong
competitive position in rigid plastic containers and continued
focus on producing higher margin products and pruning lower margin
business.

Challenges in Berry's credit profile include the company's exposure
to more cyclical end markets, certain weaknesses in contract
structures with customers and a high percentage of commodity
products. Berry also operates in a fragmented and competitive
industry.

Based in Evansville, Indiana, Berry Global Group is a manufacturer
of plastic packaging products, serving customers in the food and
beverage, healthcare, household chemicals, personal care, home
improvement, and other industries. The company reports in three
segments including Consumer Packaging, Health, Hygiene &
Specialties, and Engineered Materials. Berry has manufacturing and
distribution centers in the United States, Canada, Mexico, Belgium,
Germany, Brazil, Malaysia, China, France, the Netherlands, United
Kingdom, Argentina, Colombia, Italy, Spain and India. The North
American operation generates approximately 82% of the company's net
sales. Polypropylene and polyethylene account for the majority of
plastic resin purchases. Net sales for the twelve months ended
December 31, 2018 totaled approximately $8 billion.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

RPC Group PLC is a UK-based manufacturer of plastic (rigid and
flexible) products, with 189 operating sites in 33 countries,
serving various market segments in packaging and non-packaging
markets. In the financial year ending March 2018 the company
generated revenues of GBP3.7 billion and reported a consolidated
company-adjusted EBITDA of GBP590 million. The company is listed on
the London Stock Exchange (FTSE 250).


BIOSCRIP INC: Ares Management Et Al. Have 9.8% Stake as of Feb. 25
------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Bioscrip Inc. as of Feb. 25, 2019:

                                         Shares     Percent
                                      Beneficially    of
  Reporting Person                        Owned      Class
  ----------------                    ------------  -------
ASSF IV AIV B Holdings, L.P.           11,688,866     8.8%
ASSF Operating Manager IV, L.P.        13,188,950     9.8%
Ares Management LLC                    13,188,950     9.8%
Ares Management Holdings L.P.          13,188,950     9.8%
Ares Holdco LLC                        13,188,950     9.8%
Ares Holdings Inc.                     13,188,950     9.8%
Ares Management Corporation            13,188,950     9.8%
Ares Voting LLC                        13,188,950     9.8%
Ares Management GP LLC                 13,188,950     9.8%
Ares Partners Holdco LLC               13,188,950     9.8%

As of Feb. 25, 2019, ASSF IV directly holds 7,188,615 shares of
Common Stock and Warrants that, based on the Fully Diluted Common
Stock (as defined in the Warrant Agreement for purposes of
determining the conversion rate of the Warrants) as of Dec. 31,
2018 (as reported by the Issuer to the Reporting Persons), are
exercisable for 4,500,251 shares of Common Stock.  As of Feb. 25,
2019, an account managed by ASSF Operating Manager IV directly
holds Warrants that, based on the Fully Diluted Common Stock as of
Dec. 31, 2018 (as reported by the Issuer to the Reporting Persons),
are exercisable for 1,500,084 shares of Common Stock. The Reporting
Persons, as a result of their relationships, may be deemed to
directly or indirectly beneficially own the shares of Common Stock,
and the shares of Common Stock underlying Warrants, held by ASSF IV
and the managed account, as applicable.

The Reporting Persons currently own $9,270,000 of aggregate
principal amount of the Issuer's 8.875% senior notes due 2021 and
the Reporting Persons may, from time to time, dispose of or acquire
additional Notes, or other Securities that may be issued by the
Issuer, including taking a control position in the Notes or any
such other Securities.

The Reporting Persons are either holding companies without
operations, or are principally engaged in the business of
investment management and investing in securities.  The manager of
ASSF IV is ASSF Operating Manager IV, and the general partner of
ASSF Operating Manager IV is Ares Management LLC.  The sole member
of Ares Management LLC is Ares Management Holdings and the general
partner of Ares Management Holdings is Ares Holdco.  The sole
member of Ares Holdco is Ares Holdings.  The sole stockholder of
Ares Holdings is Ares Management.  Ares Management GP is the sole
holder of the Class B common stock, $0.01 par value per share, of
Ares Management and Ares Voting is the sole holder of the Class C
common stock, $0.01 par value per share, of Ares Management.
Pursuant to Ares Management's Certificate of Incorporation in
effect as of Feb. 25, 2019, the holders of the Class B Common Stock
and the Class C Common Stock, collectively, will generally have the
majority of the votes on any matter submitted to the stockholders
of Ares Management if certain conditions are met.  
Ares Partners is managed by a board of managers, which is composed
of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B.
Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett
Rosenthal.  Mr. Ressler generally has veto authority over Board
Members' decisions.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/c9zikg

                       About BioScrip, Inc.

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

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

                            *   *   *

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

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


BLINK CHARGING: Justin Keener Holds 9.9% Stake as of Dec. 31
------------------------------------------------------------
Justin Keener disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, he
beneficially owns 2,569,386 shares of common stock of Blink
Charging Co., which represents 9.99 percent based on 25,719,585
shares of Common Stock issued and outstanding as of Nov. 9, 2018,
as stated by the Issuer in its Quarterly Report for the period
ended Sept. 30, 2018, as filed with the Securities and Exchange
Commission on Nov. 14, 2018.

Mr. Keener owns 2,533,529 shares of Common Stock directly.  147,058
shares of Common Stock are issuable to Mr. Keener upon exercise of
147,058 warrants issued to him on April 9, 2018, and 1,647,756
shares of Common Stock of the Issuer are issuable to Mr. Keener
upon conversion of 5,141 shares of Series D Preferred Stock of the
Issuer owned by Mr. Keener.  The Warrants are exercisable to
purchase 147,058 shares of Common Stock, however, the aggregate
number of shares of Common Stock into which the Warrants are
exercisable and which Mr. Keener has the right to acquire
beneficial ownership is limited to the number of shares of Common
Stock that, together with all other shares of Common Stock
beneficially owned by Mr. Keener, including the shares of Common
Stock subject to this Schedule 13G, does not exceed 9.99% of the
total outstanding shares of Common Stock.  The Preferred Shares are
convertible into 1,647,756 shares of Common Stock, however, the
aggregate number of shares of Common Stock into which the Preferred
Shares are convertible and which Mr. Keener has the right to
acquire beneficial ownership is limited to the number of shares of
Common Stock that, together with all other shares of Common Stock
beneficially owned by Mr. Keener, including the shares of Common
Stock subject to this Schedule 13G, does not exceed 9.99% of the
total outstanding shares of Common Stock.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/d3aSEJ

                        About Blink Charging

Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/,http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a provider of public electric vehicle
(EV) charging equipment and services, enabling EV drivers to easily
charge at locations throughout the United States. Headquartered in
Florida with offices in Arizona and California, Blink Charging's
business is designed to accelerate EV adoption.

Blink Charging reported a net loss attributable to common
shareholders of $79.63 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of $9.16
million for the year ended Dec. 31, 2016.  As of Sept. 30, 2018,
the Company had $23.93 million in total assets, $6.48 million in
total liabilities, and $17.44 million in
total stockholders' equity.

On July 13, 2018, The NASDAQ Stock Market delivered a notice to the
Company acknowledging the Company's non-compliance with the NASDAQ
independent director and audit committee requirements and advising
that, in accordance with Listing Rules 5605(b)(1)(A) and
5605(c)(4), NASDAQ has provided the Company with a cure period in
which to regain compliance therewith.



BONA FIDE VENTURES: Seeks to Hire Resnik Hayes as Legal Counsel
---------------------------------------------------------------
Bona Fide Ventures LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Resnik Hayes
Moradi LLP as its legal counsel.

The firm will advise the Debtor regarding matters of bankruptcy
law; conduct examinations; give advice regarding cash collateral
matters; assist in the preparation and implementation of a plan of
reorganization; and provide other legal services in connection with
its Chapter 11 case.

The firm charges these hourly fees:

     M. Jonathan Hayes         Partner       $485
     Matthew Resnik            Partner       $425
     Roksana Moradi-Brovia     Partner       $385
     Russell Stong III         Associate     $325
     David Kritzer             Associate     $325
     Pardis Akhavan            Associate     $185
     Rosario Zubia             Paralegal     $135
     Priscilla Bueno           Paralegal     $135
     Rebeca Benitez            Paralegal     $135
     Ja'Nita Fisher            Paralegal     $135
     Max Bonilla               Paralegal     $135
     Susie Segura              Paralegal     $135

The Debtor has agreed to pay the firm an initial retainer fee of
$25,000, of which $10,000 was received by the firm on January 9,
2019.

Resnik Hayes is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Roksana D. Moradi-Brovia, Esq.
     Matthew D. Resnik, Esq.
     Resnik Hayes Moradi LLP
     17609 Ventura Blvd., Suite 314
     Encino, CA 91316
     Telephone: (818) 285-0100
     Facsimile: (818) 855-7013
     Email: roksana@RHMFirm.com
     Email: matt@RHMFirm.com

                    About Bona Fide Ventures

Bona Fide Ventures, LLC, a privately held company in Rancho Palos
Verdes, California, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10237) on Jan. 9,
2019.  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 Robert N. Kwan.       Resnik Hayes Moradi LLP
is the Debtor's counsel.



BREDA: Wants to Continue Using Cash Collateral Through April 30
---------------------------------------------------------------
Breda, a Limited Liability Company, seeks authority from the U.S.
Bankruptcy Court for the District of Maine to use cash collateral
in accordance with the terms of the Breda Cash Plans for the period
of March 1 to April 30, 2019.

As reflected in the Cash Plans, Breda intends to use the
income/cash collateral generated by the hotel during the Fourth
Cash Collateral Period to fund essential expenses relating to the
property, such as maintaining and insuring the property and paying
for real estate taxes and utility services such as water, sewer,
and electricity.

The following entities have purported interests in cash collateral:
(i) Bar Harbor Bank & Trust from which Breda borrowed the principal
amount of $4.2 million; (ii) CP3 Lending, LLC from which Breda from
which Breda borrowed the principal amount of $420,000 (later
increased to $545,000); (iii) FC Marketplace, LLC ("Funding
Circle") from which Breda borrowed the principal amount of
$500,000; (iv) BFS Capital from which Breda borrowed the principal
amount of $225,000; and (v) American Express Bank, FSB from which
Breda borrowed the principal amount of $255,000.

Because the value of the property is not declining and Breda
intends to use such income to maintain the property, the interests
in the property of certain of the Lenders are adequately protected,
Breda believes no further adequate protection is necessary, to the
extent the income is used to precipitate the further production of
income.

BHBT and CP Lending have mortgages on the real property owned by
both Breda and Tempo Dulu (and on additional property owned by
certain of the members of the Debtors). The total amount of the
debt owed to BHBT and CP Lending combined between Breda and Tempo
Dulu was approximately $6.1 million. The Camden Harbour Inn was
appraised on March 27, 2017 for $7.2 million (real and personal
property combined). The Danforth Inn, in turn, was appraised at
approximately the same time for $2,385,000, although the property
sold at auction for approximately $1.7 million. In addition, 81
Bayview Street (the property that is adjacent to The Camden Harbour
Inn) is worth approximately $450,000.

In addition, pursuant to the Final Order Granting Relief from the
Automatic Stay [D.E. 236], BHBT's total deficiency claim as to
Tempo Dulu will be reduced to $245,000 upon the closing of the
purchase agreement from the power of sale foreclosure auction
commenced by BHBT, and such sum will be deemed an allowed, second
priority, secured claim against Breda junior only to BHBT's first
priority collateral position securing its direct loans to Breda.

Accordingly, BHBT and CP Lending are adequately protected by an
equity cushion in their collateral. However, in the event there is
a diminution in cash collateral of Breda, the Lenders with an
interest in the cash collateral of Breda will be granted
replacement liens on the real property owned by Breda. Breda
requests that the Court implement marshaling as needed to ensure
that all lenders are adequately protected by equity cushions and/or
replacement liens to the extent, and only to the extent, of any
diminution in cash collateral over the course of the proceeding.

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

               http://bankrupt.com/misc/meb18-20157-250.pdf

                        About Breda and Tempo Dulu

Breda, a Limited Liability Company, and Tempo Dulu, LLC, own the
Camden Harbour Inn and the Danforth Inn located in Camden and
Portland, Maine, respectively.

Breda and Tempo Dulu sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Maine Case No. 18-20157) on March 28,
2018.  In the petitions signed by Raymond Brunyanszki, member, the
Debtors each estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Judge Michael A. Fagone
presides over the case.  The Debtors tapped Bernstein, Shur, Sawyer
& Nelson, P.A., as their legal counsel.


BRIDAN 770: Unsecured Creditors to Get 100% in Monthly Installments
-------------------------------------------------------------------
Bridan 770, LLC, filed a Chapter 11 Plan and accompanying
disclosure statement.

Class 4 - General Unsecured Creditors. All unsecured claims allowed
under Section 502 of the Bankruptcy Code, including IRS amended
claim 1-2 ($5603.63), and Giancarlo Ciavaldini and Laura Robles
($4500) are impaired and will be paid 100% in monthly installments
after confirmation.

Class 2 - Secured Claim of Bayview Loan Servicing (Claim 3) are
impaired.  The Bank retains lien until payment.  The Debtor will
pay $150,000 for the allowed secured claim and under secured claim
of Bayview Loan Servicing over 20 years at 4%.

Class 3 - The secured claim of Miami-Dade County Tax Collector
(Claim 2 at $3,965.93) is impaired.  The Tax Collector will keep
the lien and will get equal payments on months 36 to 60.

Class 5 - Equity Security Holders of the Debtor are impaired.
Equity Holders will keep memberships for new value paid in this
case.

Payments and distributions under the Plan will be funded by the
following: Laurent Benzaquen and affiliates and rent income.

A full-text copy of the Disclosure Statement dated March 4, 2019,
is available at https://tinyurl.com/y46cvj63 from PacerMonitor.com
at no charge.

                       About Bridan 770

Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-20940) on Aug. 29, 2017, estimating $100,000
to $500,000 in both assets and liabilities.  The petition was
signed by its authorized representative, Laurent Benzaquen of AMBR
JJLB Property Management LLC.  Bridan 770, LLC, and
debtor-affiliate JXB 84 LLC, tapped Joel M. Aresty, Esq., P.A., as
counsel.  An official committee of unsecured creditors has not been
appointed in the case.


C&M PLASTICS: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
C&M Plastics, LLC seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to use cash collateral in accordance
with the Budget.

Flexpoint Funding Corp., On Deck Capital, Inc., and Kabbage, Inc.
may claim liens on the Property. The Debtor believes these Secured
Creditors may also claim that the revenue generated by the
operation of Debtor's business is its "cash collateral."

As and for adequate protection for the limited use of cash
collateral, the Debtor offers post-petition replacement liens to
the Secured Creditors on its inventory, accounts, and contract
rights, (a) to the extent of cash collateral actually expended; (b)
on the same assets and in the same order of priority as currently
exists between the Debtor and the Secured Creditors; and (c) with
the Debtor's full reservation of rights with respect to the
validity of Secured Creditors' purported interests in cash
collateral.

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

             http://bankrupt.com/misc/azb19-01871-16.pdf

                     About C&M Plastics, LLC

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

C&M Plastics filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
19-01871), on Feb. 21, 2019.  The petition was signed by Sandra
Craven, manager/member. The case is assigned to Judge Madeleine C.
Wanslee.  The Debtor is represented by Patrick F. Keery, Esq. at
Keery McCue, PLLC.  At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.


CC CARE LLC: Has Authority to Use Cash Collateral on Final Basis
----------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized CC Care, LLC, and each of
its affiliates to use of cash collateral, subject to the terms and
conditions set forth in the Final Order, to pay only the ordinary
and reasonable expenses of operating their businesses, as limited
by their respective Budgets.

The Debtors, together with certain non-debtor affiliates, the
Lenders Party from time to time (AR Lenders), and MidCap Funding IV
Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap
Financial Trust (f/k/s MidCap Financial, LLC) and successor
administrative agent entered into a Credit and Security Agreement
that was amended numerous times through the present.

The AR Lenders' Prepetition Obligations are secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
AR Lenders assert they were owed $8,390,988 in revolving loan
principal obligations, plus interest, fees, costs and expenses.

Laureate Ltd., as successor in interest to the United States
Department of Housing and Urban Development ("HUD") as assignee of
the FHA mortgage, asserts claims against each Operating Debtor
based on the HUD Loan Documents, mortgage insurance contracts, and
operating lease rents applicable to each facility and against JLM
Financial Healthcare, LP, for the aggregate, are no less than (a)
$81,834,514, representing the approximate total outstanding
principal amount of the HUD loans as of the Petition Date; (b)
$82,898,528, representing the approximate aggregate amount paid by
HUD under its contracts for mortgage insurance; (c) the amount of
rents with respect to each facility, in an approximate amount not
less than the amount of debt service on the applicable HUD mortgage
loan; and (d) other unpaid amounts, obligations or claims.

The Pre-petition Agent, the AR Lenders, Laureate as successor in
interest to HUD with respect to the Assigned Claims, and Edward Don
& Company have consented to the individual Budgets for each of the
Operating Debtors.

The AR Lenders, Laureate and Edward Don, are each granted valid and
perfected, replacement security interests in and liens on all of
the Debtors' right, title and interest in to and under the
collateral. The AR Lenders, the HUD and Edward Don are also granted
an administrative expense claim with priority in payment over any
and all administrative expenses of the kinds, if and to the extent
the adequate protection of the interests of the Lenders, Laureate
and Edward Don in the collateral proves inadequate.

The Prepetition Agent, the AR Lenders, Laureate and Edward Don are
granted an administrative expense claim if and to the extent the
adequate protection of the interests of the Prepetition Agent,
Laureate and Edward Don in the collateral pursuant to the Final
Order proves inadequate. Such administrative expense claim will
have priority in payment over any and all administrative expenses.

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

             http://bankrupt.com/misc/ilnb17-32406-450.pdf

                      About CC Care, LLC

CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.

The operating entities own these nursing care facilities:

  Entity     Facility Name/Location
  ------     ----------------------
CC Care   Community Care Center, Chicago, Illinois
BT Care   Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care   Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care   Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care   Joliet Terrace Nursing Center, Joliet, Illinois
KT Care   Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care   Southview Manor, Chicago, Illinois
TN Care   Terrace Nursing Home, Waukegan, Illinois
WCT Care  West Chicago Terrace Nursing Home, West Chicago, Ill.

On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421).  Patrick Laffey, their manager and
designated representative, signed the petitions.

The cases are jointly administered under Case No. 17-32406 and
assigned to Judge Janet S. Baer.

At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.

The Debtors tapped Burke Warren Mackay & Serritella P.C. and Crane,
Simon, Clar & Dan as attorneys.  Development Specialists, Inc., is
the Debtors' financial advisor.

On Nov. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Province, Inc., was
tapped as financial advisor to the Committee, effective as of June
11, 2018.


CD MANAGEMENT: Unsecured Creditors to Get 10% for 24 Months
------------------------------------------------------------
CD Management, LLC, filed a Chapter 11 Plan and accompanying
disclosure statement.

Class 2 - Allowed Unsecured Claims not entitled to priority, with
estimated amount of $59,875, are impaired. Commencing on the
Effective Date, holders of Allowed Unsecured Claims  not entitled
to priority shall receive regular monthly payments equal to ten
percent (10%) of such claim amount for a period of 24 months.  The
Debtor estimates that the Available  Cash will be approximately
$5,987.50.

Class 3 - Membership Interests in the Debtor are impaired. Holders
of Membership interests in the Debtor shall receive no
distributions on account of their Membership Interest(s) for the
duration of this Chapter 11 Plan.

Upon confirmation of the Debtor's Plan, the Debtor, as Lessor,
shall enter into a new  Commercial Lease Agreement with ICC
Management, as Lessee, pursuant to which Lessee shall lease the
Debtor's premises located at 9811 Merioneth  Drive, Louisville,
Kentucky, for a five-year period at a monthly lease rate of
$2,250.00. From the rental proceeds, the Debtor shall first pay to
the Bank its regular monthly payment of $1,182.92.  An additional
$500.00 shall be set aside and paid on a pro rata basis to holders
of priority tax Claims. Two Hundred Fifty Dollars ($250.00) from
each installment of rental income shall be set aside and paid on a
pro rata basis to holders of general unsecured Claims. The
remaining balance of $317.08 shall be set aside and held for fees
due and owing to the United States Trustee and for other
administrative expense Claims, including but not limited to
Debtor's continuing attorney fees.

A full-text copy of the Disclosure Statement dated February 28,
2019, is available at https://tinyurl.com/y4c5xdey from
PacerMonitor.com at no charge.

                   About CD Management

CD Management, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-32078) on July 5,
2018.  At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of less than $500,000.  Judge
Thomas H. Fulton presides over the case.


CECIWONG INC: Unsecured Creditors to Get 20% Under Plan
-------------------------------------------------------
CeCiWong, Inc., filed a proposed Combined Chapter 11 Plan of
Reorganization and Disclosure Statement.

Class 1: Approved Creditors. Payment in full on the 10th day after
the Effective Date, without interest.

Class 2: Disputed Unsecured Claims. No payment until Claim is
Allowed, net of all counter-claims. Payment in cash of 20% of the
amount of the Claim or such other amount as the Court determines
necessary to ensure that it exceeds what might be recovered in a
liquidation under Chapter 7.

Class 3: Trust’s Claims. Subject to payment of all other claims
as provided under the Debtor's Plan (or reservation of funds for
such payment if disputed claims are ultimately Allowed) the Trust
shall receive all of the Debtor's remaining assets in kind, free
and clear of claims and liens.

Class 4: Ownership Interests. All ownership interests in the Debtor
shall be extinguished by confirmation of the Debtor's Plan.

The Debtor's assets consist principally of approximately $20,000 in
cash, approximately $3 million of jewelry inventory (at wholesale
purchase cost) and any claims or causes of action it may have
against Prior Management.

A full-text copy of the Disclosure Statement dated March 4, 2019,
is available at https://tinyurl.com/y2yovqch from PacerMonitor.com
at no charge.

                     About CeciWong Inc.

CeCiWong, Inc. -- http://www.worldofceciwong.com/-- is in the
jewelry, precious stones and precious metals business.  CeCiWong
sought relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Cal. Case No. 18-31385) on Dec. 21, 2018.  At the time of the
filing, the Debtor disclosed $3,137,729 in assets and $5,674,492 in
liabilities.  The case has been assigned to Judge Hannah L.
Blumenstiel.  Michael Jones & Associates, PC is the Debtor's
counsel.


CHARIOTS OF HIRE: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------
Chariots of Hire, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to use cash collateral
in the ordinary course of its business.

The Debtor is indebted to 1st Source Bank in the approximate amount
of $189,257. 1st Source may have a security interest in the cash
collateral of Debtor which cash constitutes proceeds from the
operation of the 2011 MCI J4500 Motor Coach VIN:
2MG3JMBA3BW065917.

The Debtor is also indebted to People's Capital and Leasing Corp.
in the approximate amount of $531,858. People's Capital may have a
security interest in the cash collateral of Debtor which cash
constitutes proceeds from the operation of One 2014 Prevost H3-45
VIP Executive Motor Coach 2PCV33491 DC712233.

The Debtor seeks to utilize the revenues, receipts, and profits
from the utilization of these two vehicles to the extent they
constitute cash collateral, for the purpose of paying the ongoing
expenses of operating its business, including post-petition payroll
and to pay administrative expenses in this case, including
professional fees and expenses, and if directed by the Court to pay
secured creditors.

A hearing will be held on the Debtor's Motion for Authority to Use
Cash Collateral on March 14, 2019 at 10:00 a.m.

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

          http://bankrupt.com/misc/tneb19-30281-57.pdf

                      About Chariots of Hire

Chariots of Hire, Inc. is a transportation company in Louisville,
Tennessee.  The Company's fleet includes sedans (Cadillac, Mercedes
& Town Cars), SUVs (Navigators & Escalades), passenger Limousines,
Sprinter vans, passenger mini buses, passenger mid-size buses,
passenger executive bus, and passenger motor coaches.

Chariots filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No.
19-30281), on Feb. 1, 2019. The petition was signed by John Mark
Parsons, president.  The case is assigned to Judge Suzanne H.
Bauknight.  The Debtor is represented by C. Dan Scott, Esq. at
Scott Law Group, PC.  At the time of filing, the Debtor estimated
$1 million to $10 million in assets and $1 million to $10 million
in liabilities.


CIMAREX RESOLUTE: Suspending Filing of Reports with the SEC
-----------------------------------------------------------
Cimarex Resolute LLC has filed a Form 15-15D with the Securities
and Exchange Commission notifying the termination of registration
of the Company's 8.50% Senior Notes due 2020 (and guarantees by
co-registrants with respect thereto).  

The Company separately filed a Form 15-12B with the SEC notifying
the removal from listing or registration of these securities:

  * Common Stock, par value $0.0001 per share

  * Series A Junior Participating Preferred Stock Purchase Rights

  * Warrants to purchase Common Stock

Effective as of March 1, 2019, pursuant to an Agreement and Plan of
Merger dated as of Nov. 18, 2018 by and among Resolute Energy
Corporation, Cimarex Energy Co., CR Merger Sub 1 Inc. and Cimarex
Resolute LLC (f/k/a CR Merger Sub 2 LLC), following the merger of
CR Merger Sub 1 Inc. with and into Resolute Energy Corporation,
Resolute Energy Corporation subsequently merged with and into
Cimarex Resolute LLC, with Cimarex Resolute LLC surviving the
merger as a wholly owned subsidiary of XEC.

                    Cimarex Resolute LLC

Denver-based Cimarex, formerly known as Resolute Energy, is an
independent oil and gas exploration and production company with
principal operations in the Permian Basin and Mid-Continent areas
of the U.S.  For more information, visit https://www.cimarex.com.
The Company's common stock is traded on the NYSE under the ticker
symbol "XEC."

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.


COCRYSTAL PHARMA: Will Receive $4.2-Mil. Through Private Placement
------------------------------------------------------------------
Cocrystal Pharma, Inc. had entered into binding agreements to sell
1,602,283 shares of the Company's common stock and will receive
gross proceeds of $4,181,958 in a private placement offering.  The
purchase price of $2.61 per share represented a 10% discount to
market close on Friday March 8, 2019.  The purchasers in the
private placement consisted of three qualified, fundamental
healthcare-focused institutional investors that are existing
stockholders of Cocrystal.  The closing is anticipated to occur on
or before March 13, 2019.

Cocrystal intends to use the net proceeds from the offering to fund
research and development activities, including the clinical
advancement of its novel antiviral therapeutics that target the
replication machinery of hepatitis viruses, influenza viruses, and
noroviruses, and for working capital and other general corporate
purposes.

"We are very pleased to have the continued support of our current
shareholders.  This common stock only financing represents an
important step in our overall strategy of growing our business in a
manner that respects shareholder dilution and enables us to
continue to advance our exciting development programs and our
proprietary platform technology," commented Dr. Gary Wilcox,
chairman and chief executive officer of Cocrystal.  "We fully
intend to continue to build upon the momentum we gained in 2018 and
believe we are well positioned to achieve significant corporate,
clinical and regulatory milestones throughout 2019 that we expect
will drive significant shareholder value in the near and long
term."

The securities offered in this private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and accordingly may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
registering the resale of the shares of common stock sold in this
private placement.

                     About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a clinical stage biotechnology company discovering and
developing novel antiviral therapeutics that target the replication
machinery of hepatitis viruses, influenza viruses, and noroviruses.
The company is headquartered in Tucker, Georgia.

Cocrystal Pharma reported a net loss of $613,000 on $0 of grant
revenues for the year ended Dec. 31, 2017, compared to a net loss
of $74.87 million on $0 of grant revenues for the year ended Dec.
31, 2016.  As of Sept. 30, 2018, the Company had $124.17 million in
total assets, $13.27 million in total liabilities and $110.90
million in total stockholders' equity.

The Company's auditors issued an audit opinion for the year ended
Dec. 31, 2017 which contained what is referred to as a "going
concern" opinion.  BDO USA, LLP, in Seattle, Washington, noted 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.


CONSIS INTERNATIONAL: Unsecured Creditors to Get 93% Under Plan
---------------------------------------------------------------
Consis International LLC filed a Chapter 11 Plan of Reorganization
and accompanying Disclosure Statement.

Class 3 consists of the allowed general unsecured claims including
Claims filed and  numbered #1 ,# 3, #4, #9 and #12 and the others
not listed as either disputed, contingent or  unliquidated in
Debtor's Schedule F. This class shall receive 93%. This class is
impaired by the Plan and its members are entitled to vote.

Class 4 consists of the allowed general unsecured claims of
insiders not listed as either  disputed, contingent or unliquidated
in Debtor's Schedule F. This class shall receive no  disfribution
from the Plan. This class is impaired by the Plan and its members
are entitled to vote.

Class 6 consists of the Members' equity interest in the Debtor. In
a limited liability  company, the equity interest holders are the
members. Members of this class will not withdraw capital or receive
Accumulated Adjustment Account distributions. Members of this class
will provide new value to the reorganized Debtor as necessary to
fund the Plan pursuant to the Cash Flow analysis attached to the
Disclosure Statement. Thus, Class 6 is impaired.

The Debtor will the Plan with funds collected from its accounts
receivables, cash in hand and funds received from its continued
operations. The Debtor will set aside sufficient funds for amounts
due pursuant to the plan as of the Effective Date. The
Administrative Claims not paid in full on the Effective Date will
be paid in installments after the Effective Date.

A full-text copy of the Disclosure Statement dated March 4, 2019,
is available at http://tinyurl.com/y2zbjh2cfrom PacerMonitor.com
at no charge.

                   About Consis International

Consis International LLC -- https://www.consisint.com/ -- provides
computer systems design and related services.  It was founded in
August 1987 in Caracas, Venezuela.

Consis International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-22233) on Oct. 2,
2018.  In the petition signed by Oscar Carrera, manager, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.  Judge John K. Olson presides over the
case.  Weiss Serota Helfman Cole & Bierman, P.L., is the Debtor's
legal counsel.


CONSTELLIS HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Constellis Holdings, LLC to negative from positive and affirmed all
ratings, including the corporate family rating of B3.

The change in rating outlook to negative reflects Constellis'
unexpectedly large operating cash flow deficit in the fourth
quarter of 2018 with expectation that improved cash flow will
likely not develop until mid-2019, and risk that the deficit could
continue beyond mid-2019.

The affirmation of the corporate family rating at B3 incorporates
the issuance of a $100 million senior secured term loan (unrated),
in December 2018 thereby strengthening the liquidity profile, now
deemed adequate for the next 12 months. The proceeds were used to
fund up-front costs associated with new contract wins and to add
cash to the balance sheet. The extra cash provided flexibility to
conclude remaining business integration and process enhancement
activity following several acquisitions over 2017.

The B3 CFR also considers that Constellis' executive management has
largely been replaced in 2018 and the new team's focus on
strengthening business practices of the company could yield long
term benefits. Following the 2017 acquisitions the company has
about 21,000 personnel globally (75% of them direct employees)
covering a broad range of government and commercial security
services, the new business opportunities are promising, enabling
the pursuit of larger contracts and task awards than previously.
Indeed the company's backlog grew to $5.3 billion from $4.6 billion
over the first 9 months of 2018.

Constellis' ability to utilize its capabilities and scale
opportunistically, operate seamlessly across the organization,
execute contracts and mange working capital will depend on quality
of the business integration effort, a process now ongoing over
several years through different management teams. Even before the
late 2016 buy-out by entities of Apollo, the organization underwent
rapid change with several major business combinations over a brief
period.

Non-recurring costs associated with the business integration make
calculating credit metrics difficult, but Moody's expects leverage
to be at about mid 7x by the end of 2019, but with an annual free
cash flow generation run rate of $30 million to $40 million. While
not robust metrics for a defense service contractor three years
following a leveraged buyout, the company's debts do not begin to
mature until April 2022, providing time for improvement. Assuming
the backlog remains steady, leverage could decline to mid 6x by the
end of 2020. The $100 million term loan that matures in 2022 could
potentially be repaid through free cash flow.

The B3 rating also recognizes a favorable setting for defense
services demand that Moody's expects will grow at 3% to 5% over the
next few years. Constellis' diverse portfolio includes commercial
and diplomatic protective service contracts where high profit
margin potential exists. Once the integration activity concludes,
EBITDA margin of close to 11% should be achievable.

The liquidity profile is adequate due to a cash on hand balance
that Moody's expects will remain at or above $50 million until the
company achieves steady free cash flow generation later in 2019.
The financial maintenance covenant under the first lien credit
facility, a maximum net first lien leverage test of 4.9x, only
applies when revolver utilization, as defined, exceeds $22.5
million. The likelihood of test activation near term seems low and
cushion under the test threshold should remain sufficient.

The rating on the first lien credit facility is B2, one notch above
the CFR, which reflects the presence of effectively junior claims
that help the first lien recovery prospect. The rating on the
second lien credit facility is Caa2, two notches below the CFR,
reflecting the likelihood that in a stress scenario the second lien
claim would likely absorb significant loss.

Downward rating pressure would mount if the free cash flow deficit
worsens rather than improves across 2019. If reliance on the
revolving credit line develops or if the cash balance declines
below $35 million, the rating could be downgraded. Unfavorable
contract developments or if leverage were expected to be above mid
7x by early 2020 would also be viewed negatively.

Upward rating momentum would depend on a favorable backlog trend,
leverage below 6x with annual free cash flow generation approaching
$80 million.

Outlook Actions:

Issuer: Constellis Holdings, LLC

  - Outlook, Changed To Negative From Positive

Affirmations:

Issuer: Constellis Holdings, LLC

  - Probability of Default Rating, Affirmed B3-PD

  - Corporate Family Rating, Affirmed B3

  - Gtd. Senior Secured 1st Lien Revolving Credit Facility,
Affirmed B2 (LGD3)

  - Gtd. Senior Secured 1st Lien Term Loan B, Affirmed B2 (LGD3)

  - Gtd. Senior Secured 2nd Lien Term Loan B, Affirmed Caa2 (LGD5)

Constellis is a provider of essential risk management services,
such as security, training, and global support services to
government and commercial clients throughout the world. Revenues
for the twelve months ended September 30, 2018 were about $1.7
billion. The company is majority-owned by entities of Apollo Global
Management LLC.


CORPORATE RESOURCE: Ruling Disqualifying SMG, SHG Lawyers Flipped
-----------------------------------------------------------------
In the appeals case captioned STAFF MANAGEMENT GROUP LLC and STAFF
HOLDING GROUP LLC f/k/a STAFF MANAGEMENT GROUP, LLC, Appellants, v.
JAMES S. FELTMAN, not individually but solely in his capacity as
Chapter 11 Trustee of the Estate of Corporate Resource Services,
Inc., et al., Appellee, Nos. 15-12329 (MG), 17-CV-8254 (RA)
(S.D.N.Y.), District Judge Ronnie Abrams reverses the bankruptcy
court's ruling disqualifying A. Mitchell Greene and the law firm
Robinson Brog as lawyers for Staff Management Group and Staff
Holding Group.

The appeal concerns whether lawyers for two defendants in this
bankruptcy action, A. Mitchell Greene and the law firm Robinson
Brog, should be disqualified. The United States Bankruptcy Court
for the Southern District of New York answered this question in the
affirmative, concluding that counsel's pecuniary interest in a
client, and the possibility that Greene would be called to testify
against his clients' interests, violated New York Rules of
Professional Conduct 1.8(i), 1.10(a), and 3.7.

In granting the Trustee's motion for disqualification, the
bankruptcy court cited egregious conduct by counsel during
discovery, including the withholding of critical documents and
information. Although the bankruptcy court noted that this
misconduct created a likelihood of trial taint, it also made clear
that its disqualification decision was based, not on counsel's
purported discovery violations, but their violation of the
foregoing rules of professional conduct.

Appellants argue that the bankruptcy court erred in disqualifying
Greene and Robinson Brog as counsel for three principal reasons.
First, although Appellants agree that Rule 1.8(i) prohibits
attorneys from "acquiring an interest in a claim or the subject
matter of their client's litigation," they contend that that did
not happen here. Rather, Greene purchased his 4% equity interest in
New SMG well before the adversary proceeding commenced. Id. With
respect to Rule 3.7, Appellants urge that Greene's testimony would
be neither critical nor necessary in the adversary proceeding. This
is because Greene is one of thirteen other holders of class "B"
shares in New SMG, and, according to Appellants, has no more
knowledge than they of the company's internal workings. Finally,
Appellants contend that the bankruptcy court, at the very least,
had no basis to disqualify Greene or Robinson Brog from
representing Old SMG, as Greene never possessed any interest in or
lent any capital to that particular entity.

In spite of the legitimate concerns underlying Rule 1.8(i),
however, or the sagacity of Greene possessing a financial stake in
his client, the Court cannot conclude that the rule's plain text
merits his disqualification. This is because the rule only prevents
lawyers from acquiring a proprietary interest--as opposed to having
pre-existing ownership--in the subject matter of litigation they
are conducting for a client. In other words, under Rule 1.8(i),
while counsel is barred from purchasing ownership in the subject
matter of the litigation that he is conducting on behalf of a
client, he is not barred from representing a client where his
financial interest in the client or transaction involving the
client preceded the litigation. The New York State Bar Association
Committee on Professional Ethics has interpreted the rule in this
very manner. As the committee opined, Rule 1.8(i) "do[es] not
prevent a lawyer with a preexisting interest in the subject matter
of a litigation from representing a client whose interests are
aligned with the lawyer's in that litigation." Here, it is
undisputed that Greene's proprietary ownership in New SMG preceded
the litigation over New SMG's purchase of Old SMG. As for Old SMG,
there is no contention that Greene ever lent money to or owned
equity in this company.

The Court concludes that the bankruptcy court erred in its
interpretation of Rule 1.8(i) as applicable to the facts in this
case, it necessarily abused its discretion in reaching the outcome
it did in this matter. The Court holds that Greene should not have
been disqualified under Rule 1.8(i) in his representation of
Appellants. It thus follows that Robinson Brog should not have been
disqualified under Rule 1.10(a).

The bankruptcy court also determined that, in addition to
disqualifying Greene, it was also necessary to disqualify Robinson
Brog by imputation under Rule 3.7(b). In its opinion, the
bankruptcy court deemed imputation to be appropriate in this case
because Greene may be asked to testify at the adversary proceeding
about certain documents he withheld from the Trustee, and, "more
importantly, will likely be called to testify about the content of
the documents themselves, as he is a recipient of at least one of
the documents which appears to support the Trustee's claim that the
sale was at a bargain price." Because Greene's answers could
potentially prejudice his client, the bankruptcy court determined
that disqualification of Robinson Brog was then warranted.

This Court respectfully disagrees with that determination because
the standard articulated in Murray that courts must consider when
imputing a violation of Rule 3.7(b) onto a law firm has not been
met. First, there was no "clear and convincing evidence" that
Greene's testimony would be prejudicial to his client. This Court
is thus unwilling to rely solely on the Trustee's speculation that
Greene will provide testimony against his client's interest.

Moreover, "the public in general has an interest in the swift and
orderly administration of justice." In this case, disqualification
would force Appellants to obtain new counsel. There is no doubt
that "[a]ppreciable time and money would be spent" to prepare such
counsel, especially where, as here, they would have to familiarize
themselves with the extensive discovery in this case and formulate
their own trial strategy. This case has been stayed for over a year
now, and requiring a change of counsel will undoubtedly lead to
even further delay in the underlying bankruptcy proceeding. The
Court, therefore, concludes that the bankruptcy court abused its
discretion by disqualifying Robinson Brog under Rule 3.7(b).

The Court does not condone Greene and Robinson Brog's purported
actions in this bankruptcy matter. If the Trustee's discovery
allegations are true, the bankruptcy court would be well within its
discretion to sanction counsel. For the foregoing reasons, however,
the Court concludes that it was error to disqualify Greene and
Robinson Brog for violating Rules 1.8(i), 1.10(a), and 3.7.

A copy of the Court's Opinion and Order dated Jan. 25, 2019 is
available at https://bit.ly/2UuBzfl from Leagle.com.

Staff Holding Group, LLC, formerly known as & Staff Management
Group LLC, Appellants, represented by Fred B. Ringel --
fbr@robinsonbrog.com -- Robinson Brog Leinwand Greene Genovese &
Gluck PC.

James S. Feltman, Not Individually But Solely in His Capacity as
Chapter 11 Trustee of the Estate of Corporate Resource Services,
Inc., et al., Appellee, represented by Steven Salvador Flores ,
Togut, Segal & Segal LLP.

             About Corporate Resource Services

Corporate Resource Services, Inc., is a provider of corporate
employment and human resource solutions, headquartered in New York.
CRS leases its headquarters and does not own any real property.
About 90% of CRS shares are owned by Robert Cassera and the balance
are traded OTC.

As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars.  In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a
privately-held company owned by Mr. Cassera, failed to remit tens
of millions of dollars of the Debtors' withholding taxes to taxing
authorities.

TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015.  The case is before Judge Martin Glenn. TSE tapped Scott
S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as
counsel.  Realization Services Inc. serves as the Debtor's
consultant.

CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations.  The CRS Debtors' cases were
transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329),
on Aug. 18, 2015, and assigned to Judge Glenn. CRS estimated $10
million to $50 million in assets and $50 million to $100 million in
debt.

The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as
bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as
special counsel; Carter Ledyard & Milburn LLP, as special SEC
counsel; SSG Capital Advisors as financial advisors and investment
bankers; and Rust Omni LLC as claims agent.

James S. Feltman has been appointed as Chapter 11 trustee for the
CRS Debtors and for TS Employment.  He has tapped Togut, Segal &
Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig,
P.A., as special counsel; Jeffer Mangels Butler & Mitchell LLP, as
special litigation counsel.


CTI FOODS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Seventeen affiliates that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                            Case No.
     ------                                            --------
     CTI Foods, LLC (Lead Case)                        19-10497
        aka Chef Finance Sub, LLC
     504 Sansom Blvd.
     Saginaw, TX 76179

     Chef Holdings, Inc.                               19-10490
     Chef Intermediate, Inc.                           19-10491
     CTIF Holdings, Inc.                               19-10492
     Chef Investment, LLC                              19-10493
     CTI Foods Acquisition LLC                         19-10494
     CTI Foods Holding Co., LLC                        19-10495
     CTI Services Corporation                          19-10496
     CTI Arlington, LLC                                19-10498
     CTI Saginaw I, LLC                                19-10499
     CTI King of Prussia, LLC                          19-10500
     CTI-SSI Food Services, LLC                        19-10501
     S & S Foods LLC                                   19-10502
     Custom Food Products Holdings, LLC                19-10503
     Custom Food Products, LLC                         19-10504
     Liguria Holdings, Inc.                            19-10505
     Liguria Foods, Inc.                               19-10506

Business Description: CTI Foods -- http://www.ctifoods.com-- is
                      an independent provider of custom food
                      solutions to major chain restaurants in
                      North America.  With a focus on blue-chip
                      customers, CTI supplies food products to
                      some of the most recognized restaurants in
                      the country, including several of the top
                      hamburger, sandwich, and Mexican restaurant
                      chains.  CTI was first formed in 1984 as SSI
                      Food Services, LLC and began as a protein
                      processor for a quick service hamburger
                      chain with a single production facility in
                      Wilder, Idaho.  In total, CTI directly
                      employs approximately 1,900 personnel.

Chapter 11 Petition Date: March 11, 2019

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

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel: Jaime Luton Chapman, Esq.
                  M. Blake Cleary, Esq.
                  Shane M. Reil, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: jchapman@ycst.com
                         mbcleary@ycst.com
                         sreil@ycst.com

                     - and -

                 Matthew S. Barr, Esq.
                 Ronit J. Berkovich, Esq.
                 Lauren Tauro, Esq.
                 WEIL, GOTSHAL & MANGES LLP
                 767 Fifth Avenue
                 New York, New York 10153
                 Tel: (212) 310-8000
                 Fax: (212) 310-8007
                 Email: matt.barr@weil.com
                        ronit.berkovich@weil.com
                        lauren.tauro@weil.com

Debtors'
Financial
Advisor:         ALIXPARTNERS, LLC
                 909 Third Avenue, New York
                 NY 10022

Debtors'
Investment
Banker:          CENTERVIEW PARTNERS LLC
                 31 West 52nd Street, 22nd
                 Floor, New York, NY 10019

Debtors'
Claims,
Noticing,
& Solicitation
Agent:           PRIME CLERK LLC
                 830 3rd Avenue, New York, NY 10022
                 https://cases.primeclerk.com/CTIFoods

Total Assets of Dec. 28, 2018: $667 million

Total Liabilities as of Dec. 28, 2018: $655 million

The petition was signed by Kent Percy, chief restructuring
officer.

A full-text copy of CTI Foods, LLC's petition is available for free
at:

             http://bankrupt.com/misc/deb19-10497.pdf

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. California Employees               Litigation        $1,500,000
Class Action
c/o Mahoney Law Group, APC
Attn: Kevin Mahoney
249 East Ocean Boulevard, Suite 814
Long Beach, California 90802
Tel: (562) 590‐5550
Fax: (562) 590‐8400
Email: kmahoney@mahoney‐law.net

2. Saratoga Food Specialties              Trade           $914,124
Attn: Michael Marks
771 W. Crossroads Parkway
Bolingbrook, Illinois 60490
Tel: (800) 451‐0407
Fax: (630) 993‐8732
Email: info@saratogafs.com

3. Darifair Foods, Inc.                   Trade           $267,499
Attn: Tim Helms
4131 Sunbeam Road
Jacksonville, Florida 32257
Tel: (904) 268‐8999
Fax: (904) 268‐8666
Email: sales@darifair.com

4. Kapstone Container Corporation         Trade           $212,858
Attn: Bob McIntosh
1000 Abernathy Road
Atlanta, Georgia 30328
Tel: (770) 448‐2193
Fax: (866) 947‐0710
Email: 1101CorporateAR@westrock.com

5. Empacadora G.A.B.                      Trade           $202,999
Attn: Javier Usabiaga A
9330 San Mateo Dr
Laredo, Texas 78045
Tel: (956) 727‐0100
Fax: (956) 726‐0079
Email: covemex@covemex.com

6. La Monica Fine Foods                   Trade           $183,532
Attn: Michael A. Lavecchia
48 Gorton Road
P.O. Box 309
Millville, New Jersey 08332
Tel: (856) 825‐8111
Fax: (856) 825‐9354
Email: mlavecchia@lamonicafinefoods.com

7. Kraft Foods Ingredients, Corp          Trade           $157,020
Attn: Rashida La Lande
801 Waukegan Road
Glenview, Illinois 60025
Tel: (800) 458‐8324
Fax: (901) 381‐6513
Email: kfirfi@kraftheinzcompany.com

8. Neil Jones Food Company                Trade           $144,821
Attn: Brad Dean
1701 West 16th Street
Vancouver, Washington 98666
Tel: (360) 696‐4356
Fax: (360) 696‐0050
Email: bradld@njfco.com

9. Intelex Technologies, Inc.             Trade           $137,606
Attn: Steve Johnson
70 University Avenue, Suite 800
Toronto, Ontario M5J 2M4
Canada
Tel: 416‐599‐6009
Fax: 416‐599‐6867
Email: intelex@intelex.com

10. Cryovac Inc.                          Trade           $116,426
Attn: Angel Willis
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Tel: (980) 430‐7000;
Email: ted.doheny@sealedair.com

Cryovac Inc.
Attn: Julia Putnam
Building B 300 Rogers Bridge Road
Duncan, South Carolina 29334
Tel: (864) 433‐3831
Email: julia.putnam@sealedair.com

11. Firmenich, Inc.                       Trade           $106,812
Attn: Jane Sinclair
625 Madison Avenue, 17th Floor
New York, New York 10022
Tel: (212) 489‐4800
Fax: (212) 980‐4312
Email: info@firmenich.com

12. Eatem Foods Company                   Trade            $98,436
Attn: Danine Freeman
1829 Gallagher Drive
Vineland, New Jersey 8360
Tel: (800) 683‐2836
Fax: (856) 692‐0847
Email: sales@eatemfoods.com

13. Pietrini Contractors Inc.             Trade            $93,921
Attn: Francis Pietrini
111 East Church Road
King of Prussia, Pennsylvania 19406
Tel: (610) 265‐2110
Fax: (610) 265‐6068
Email: EST@bpietrini.com

14. Boardman Foods                        Trade            $92,943
Attn: Brian Maag
71320 Columbia Blvd
Boardman, Oregon 97818
Tel: (541) 481‐3000
Fax: (801) 881‐8999
Email: contact@boardmanfoods.com

15. Dale T Smith & Sons Inc.              Trade            $89,285
Attn: Darrell Smith
12450 South Pony Express Road
Draper, Utah 84020
Tel: (801) 571‐3611
Fax: (801) 571‐3685
Email: darrell@smithmeats.com

16. WM. A.J. Shaeffer's Sons Inc.         Trade            $87,036
Attn: Jerry Shaeffer
420 Drew Court
King of Prussia, Pennsylvania 19406
Tel: (610) 962‐5500
Fax: (610) 962‐5533
Email: gshaeffer@shaefferelectric.com

17. Grainger                              Trade            $83,249
Attn: John L. Howard
100 Grainger Pkwy
Lake Forest, Illinois 60045
Tel: (847) 535‐1000
Fax: (847) 535‐0878
Email: feedback@ic.grainger.com

18. CS Beef Packers LLC                   Trade            $82,672
Attn: Jim Hargis
17365 S. Cole Rd.
Kuna, Idaho 83634
Tel: (208) 810‐7510
Fax: (208) 810‐7528
Email: info@csbeef.com

19. Dickinson Frozen Foods, Inc.          Trade            $76,356
Attn: Peter Reijula
1205 Iron Eagle Dr, Suite B
Eagle, Idaho 83616
Tel: (208) 452‐5200
Fax: (208) 452‐5365
Email: customerservice@df‐foods.com

20. ICL Specialty Products, Inc.          Trade            $67,264
Attn: Lisa Haimovitz
Millennium Tower, 23 Aranha St
Tel Aviv, 61070
Israel
Tel: 972‐3‐684‐4400
Fax: 972‐3‐684‐4444
Email: contactus@icl‐group.com

21. Smurfit Kappa Bates Specialty         Trade            $67,010
Attn: Brian Marshall
8212 Northeast Pkwy.
North Richland Hills, Texas 76182
Tel: (817) 498‐3200
Fax: (817) 581‐8802
Email: jennifer.victory@smurfitkappa.com

22. Armstrong Transport Group Inc.        Trade            $66,495
Attn: Christopher Cobb
8210 University Executive Park
Drive, Suite 210
Charlotte, North Carolina 28262
Tel: (877) 240‐1181
Fax: (704) 784‐3036
Email: info@armstrongtransport.com

23. Package Concepts & Materials          Trade            $66,150
Attn: Frank F. Khulusi
1023 Thousand Oaks Blvd.
Greenville, South Carolina 29607
Tel: (864) 458‐7291
Fax: (864) 458‐7295
Email: sales@packageconcepts.com

24. Applied Ind Tech Inc.                 Trade            $65,864
Attn: Fred D. Bauer
1 Applied Plaza
Cleveland, Ohio 44115
Tel: (216) 426‐4000
Fax: (216) 426‐4826
Email: questions@applied.com

25. Bongards Creameries                   Trade            $64,836
Attn: Scott Tomes
250 Lake Drive East
Chanhassen, Minnesota 55317
Tel: (952) 277‐5500
Fax: (952) 466‐5556
Email: Scott.Tomes@bongards.com

26. Haven Sales and Marketing LLC         Trade            $64,689
Attn: Rodger Starnes
3101 SW I St, Suite #67
Bentonville, Arizona 72712
Tel: (479) 319‐2440

27. International Flavors & Fragrances    Trade            $63,153
Attn: Anne Chwat
521 West 57th Street
New York, New York 10019
Tel: (212) 765‐5500
Fax: (212) 708‐7132
Email: michael.deveau@iff.com

28. Expor San Antonio S A DE C V          Trade            $54,315
c/o Expor San Antonio U.S.A.
Attn: Rob Rickerby
500 Sun Valley Drive, Suite C‐3       
Roswell, Georgia 30076
Tel: (770) 993‐0030
Fax: (770) 993‐0792
Email: robr@rfsltd.com

29. Oregon Potato Co.                     Trade            $52,830
Attn: Frank Tiegs
650 E. Columbia Ave
Boardman, Oregon 97818
Tel: (541) 481‐2715
Fax: (541) 481‐3443
Email: frank@ftiegs.com

30. The Andersons Inc.                    Trade            $52,619
Attn: Patrick E. Bowe
1947 Briarfield Blvd.
P.O. Box 119
Maumee, Ohio 43537
Tel: (419) 893‐5050
Fax: (419) 891‐6672
Email: anne_rex@andersonsinc.com


CTI FOODS: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing
----------------------------------------------------------------
S&P Global Ratings on March 11 lowered the issuer credit rating to
'D' from 'CCC-' on CTI Foods Holding Co. LLC, which recently filed
for Chapter 11 bankruptcy protection.

S&P also lowered its rating on the company's $370 million
first-lien term loan due in 2020 to 'D' from 'CCC-'. The recovery
rating remains '3', indicating its expectations for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a payment
default. Concurrently, S&P lowered its issue-level rating on the
company's $140 million second-lien term loan due in 2021 to 'D'
from 'C'. The recovery rating remains '6', indicating S&P's
expectations for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a payment default.


CURAE HEALTH: Files Chapter 11 Plan of Liquidation
--------------------------------------------------
Curae Health, Inc., et al., filed a Chapter 11 Plan of Liquidation
and accompanying disclosure statement.

Class 5 consists of all General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim will receive, in full and final
satisfaction of such Claim, on one or more GUC and Deficiency
Distribution Dates, a Pro Rata share (calculated based upon the
collective Claims in Classes 5, 6, and 7) of the net proceeds of
the GUC and Deficiency Liquidating Trust Assets. Class 5 is
Impaired, and Holders of Class 5 General Unsecured Claims are,
therefore, entitled to vote to accept or reject the Plan.

Class 6 consists of the Deficiency Claim of ServisFirst. Each
Holder of an Allowed Deficiency Claim of ServisFirst will receive,
in full and final satisfaction of such Claim, on one or more GUC
and Deficiency Distribution Dates, a Pro Rata share (calculated
based upon the collective Claims in Classes 5, 6, and 7) of the net
proceeds of the GUC and Deficiency Liquidating Trust Assets. Class
6 is Impaired, and Holders of Class 6 Deficiency Claims of
ServisFirst are, therefore, entitled to vote to accept or reject
the Plan.

Class 7 consists of the Deficiency Claim of CHS. Each Holder of an
Allowed Deficiency Claim of CHS will receive, in full and final
satisfaction of such Claim, on one or more GUC and Deficiency
Distribution Dates, a Pro Rata share (calculated based upon the
collective Claims in Classes 5, 6, and 7) of the net proceeds of
the GUC and Deficiency Liquidating Trust Assets. Class 7 is
Impaired, and Holders of Class 7 Deficiency Claims of CHS are,
therefore, entitled to vote to accept or reject the Plan.

The funding of the Liquidating Trust for the payments to be made to
Holders of Allowed Claims under the Plan and the payment of
Post-Effective Date Expenses will be from (i) the Liquidating Trust
Expense Reserve, (ii) the Debtors' Cash on hand as of the Effective
Date, which will be transferred to the Liquidating Trust as of the
Effective Date and proceeds from the investment of such Cash, and
(iii) the proceeds of the liquidation of the Assets, including,
without limitation, any Claims or Causes of Action.

A full-text copy of the Disclosure Statement dated March 4, 2019,
is available at https://tinyurl.com/y5pvvtuq from PacerMonitor.com
at no charge.

                     About Curae Health

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

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

The cases are assigned to Judge Charles M. Walker.

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


DAVID M. MORALES: Court Affirms $331K Attorney Fee Award
--------------------------------------------------------
The Court of Appeals California affirmed the trial court's
postjudgment order granting respondents David M. Morales (the son)
and his father, David Morales, Sr., their request for contractual
attorney fees totaling $331,385 in the case captioned DAVID M.
MORALES et al., Plaintiffs, Cross-Defendants and Respondents, v.
THEE AGUILA, INC., Defendant, Cross-Complainant and Appellant, No.
G055224 (Cal. App.).

The fee award is based on the attorney fee provision in a two-page
handwritten contract (Contract II) between TAI and the
respondents.

TAI's sole challenge to the fee award rests on an attorney fee
provision in a different contract (Contract I) as to which neither
TAI nor Morales, Sr. was a party. That contract was a purchase
agreement for the sale in the son's chapter 11 bankruptcy
proceeding of his real property interest in a location used as a
food truck commissary in Santa Ana (the city). The seller and buyer
in that real property contract were, respectively, the son's
bankruptcy estate and an individual by the name of Henry Aguila.
Aguila, an attorney, was (and apparently still is) a principal
officer or owner of TAI, but TAI was not the real property
purchaser in Contract I. Instead, Aguila later vested ownership of
the property in TAI.

Respondents point out that the parties to Contract I and Contract
II are different. They therefore argue that, by its terms, Contract
II does not incorporate any part of Contract I. Respondents also
view the paragraph 3 language as an integration clause that bars
parol evidence to vary the terms of the parties' written agreement
because the parties intended its handwritten terms to encapsulate
their entire agreement. Even in the face of an integration clause,
however, parol evidence may be considered by the trial court to
determine its admissibility.

By its express terms, Contract II incorporated only prior oral or
written agreements between the "parties hereto," i.e., the parties
to Contract II: TAI and respondents. Nothing on the face of the
judgment roll or clerk's transcript suggests the parties to
Contract II intended to include in that agreement the terms of
another contract between other parties (Contract I). The "parties
hereto" in each contract were different and therefore, without
parol evidence, nothing suggests the three parties to Contract II
incorporated Contract I's terms, including its
mediation-as-a-prerequisite-to-attorney-fees provision.

TAI's reliance on Civil Code section 1642 is misplaced because that
section expressly applies to contracts "between the same parties."
Specifically, it provides: "Several contracts relating to the same
matters, between the same parties, and made as parts of
substantially one transaction, are to be taken together." The
parties on appeal debate whether Contracts I and II related to the
same matters and were part of "substantially one transaction," but
the lack of "same parties" is fatal to TAI's claim that Contract II
incorporated a different contract's mediation requirement.
Consequently, TAI's challenge to the attorney fee award fails.

The trial court's attorney fee award is affirmed. Respondents are
entitled to their costs on appeal.

A copy of the Court's Opinion dated Jan. 25, 2019 is available at
https://bit.ly/2NWcRSD from Leagle.com.

Law Office of Guinevere M. Malley and Guinevere M. Malley for
Defendant, Cross-Complainant and Appellant.

Zeiler Law Group and Kerry P. Zeiler for Plaintiffs,
Cross-Defendants and Respondents.


DEL MAR ENTERPRISES: May 21 Approval Hearing on Plan Outline
------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte will convene a hearing on May
21, 2019 at 10:00 a.m. to consider and rule upon the adequacy of
the disclosure statement filed by Del Mar Enterprises, Inc.

Objections to the form and content of the disclosure statement
should be in writing and filed and served not less than 14 days
prior to the hearing.

                    About Del Mar Enterprises

Del Mar Enterprises Inc. is a real estate company that owns in fee
simple a commercial real estate located at Aguadilla, Puerto Rico,
consisting of a two-storey commercial building with an appraised
value of $1 million.  The company also owns a lot of land located
at Barrio Borinquen Aguadilla, Puerto Rico having an appraised
value of $100,000.  Del Mar Enterprises previously filed for
bankruptcy protection on April 9, 2013 (Bankr. D.P.R. Case No.
13-02735).

Del Mar Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-05767) on Oct. 1,
2018.

In the petition signed by Edgardo L. Delgado Colon, president, the
Debtor disclosed $1,102,823 in assets and $2,166,875 in
liabilities.  Judge Mildred Caban Flores oversees the case.  The
Debtor tapped C. Conde & Assoc. as its legal counsel.


DEL MAR ENTERPRISES: Unsecured Creditors to Get 5% Within 72 Months
-------------------------------------------------------------------
Del Mar Enterprises Inc. filed a proposed plan of reorganization
and accompanying disclosure statement.

Class 5 consistung of the allowed general unsecured non-priority
claims of Governmental entities are impaired.  The Debtors
scheduled these claims in the total amount of $18,891. The total
reconciled amount of non-priority general unsecured governmental
claims filed is $56,512.  Members of this class will receive 5%
payment of their allowed claims in equal monthly installments to be
paid within seventy two (72) months.

Class 6 are impaired.  The Debtor scheduled unsecured claims in the
total amount of $25,000, including, professional service, and
suppliers. Thereafter, Proofs of Claim have been filed and the
Debtor has reconciled claims in the total amount of $743,804
including deficiency claims from secured creditor Condado. Members
of this class will receive 5% payment of their allowed claims in
equal monthly installments to be paid within seventy-two (72)
months.

Class 2 are impaired.

(A) Commercial Property - This class shall consist of CRIM's
secured claims over the Debtor's commercial property. The Debtor
listed this secured claim in the amount of  $46,816.40. Thereafter,
CRIM filed its Proof of Claim No. 1-2 with a secured claim over the
Debtor's commercial property in the amount of $78,741.82.  The
Debtor is currently reconciling this claim.  CRIM will retain all
its rank and lien under the proposed plan of  reorganization.  This
class will be paid its allowed secured claim in full, plus plus
interest, in monthly installments for seventy two (72) months after
the  effective date.

(B) Vacant Lot - This class shall consist of CRlM's secured claims
over the Debtor's vacant lot.  The Debtor listed this secured claim
in the amount of $636.16. Thereafter, CRIM filed its Proof of Claim
No. 1-2 with a secured claim over the Debtor's vacant lot in the
amount of $934.58.  CRIM will retain all its rank and lien under
the Plan.  This class will be paid its allowed secured claim in
full, plus interest, in monthly installments for seventy two (72)
months after the  effective date.

Class 3 are impaired. SECURED CREDITORS: Hacienda  This class shall
consist of Hacienda's allowed secured claim over the Debtor's
commercial property. The Debtor scheduled this claim in the amount
of $2,518.49. Thereafter, Hacienda filed Proof of Claim No. 4 with
a secured  claim in the amount of $9,030.29.  Hacienda will retain
all its rank and lien under the proposed plan of reorganization.
This class will be paid its allowed secured claim in full, plus
interest, in monthly installments for seventy two (72) months after
the  effective date.

Class 4 are impaired. SECURED CREDITORS: Condado  This class shall
consist of Hacienda's allowed secured claim over the Debtor's real
property. The Debtor listed its real property with a value of
$1,100,000.00 as per the Appraisal Report.  The Debtor scheduled
Condado's Claim in the amount of $1,932,524.50 over the commercial
Property and $77,616.35 over the vacant lot. Thereafter, Condado
filed Proof of Claim No. 2 with a secured claim in the total amount
of $1,817,794.39 over all of the Debtor's real property. Any
allowed secured claim will receive treatment under this Class. Any
unsecured deficiency will receive treatment under Class 5.  Condado
will retain all its rank and lien under the proposed plan of
reorganization. The Debtor will restructure Condado's allowed claim
over each real estate, through a payment plan upon which the
creditor will receive deferred cash payments, at least, up to the
value of the secured claim as of the effective date of the plan, in
monthly installments, with an interest rate of 7% and amortization
of 20 years, with a lump sum in the 6 year or as otherwise agreed
with the creditor.

Class 7 - EQUITY SECURITY AND/OR OTHER INTEREST HOLDERS. This class
includes all equity and interest holders who are the owners of the
stock of the Debtor.  This class will receive no payments under the
plan, and will not vote.  This class is not entitled to a vote.

Funding of the plan will be from the income of the Debtor and sale
of the vacant lot  not necessary for the reorganization process.
Moreover, the Debtor is actively seeking more  tenants to increase
income of the property.

A full-text copy of the Disclosure Statement dated February 28,
2019, is available at https://tinyurl.com/y6c7emso from
PacerMonitor.com at no charge.

                   About Del Mar Enterprises

Del Mar Enterprises Inc. is a real estate company that owns in fee
simple a commercial real estate located at Aguadilla, Puerto Rico,
consisting of a two-storey commercial building with an appraised
value of $1 million.  The company also owns a lot of land located
at Barrio Borinquen Aguadilla, Puerto Rico having an appraised
value of $100,000.  Del Mar Enterprises previously filed for
bankruptcy protection on April 9, 2013 (Bankr. D.P.R. Case No.
13-02735).

Del Mar Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-05767) on Oct. 1,
2018.

In the petition signed by Edgardo L. Delgado Colon, president, the
Debtor disclosed $1,102,823 in assets and $2,166,875 in
liabilities.  Judge Mildred Caban Flores oversees the case.  The
Debtor tapped C. Conde & Assoc. as its legal counsel.


DESERT LAND: Juniper Objects to Disclosure Statement
----------------------------------------------------
Juniper Loan Servicing Corporation objects to the approval of the
Disclosure Statement explaining the Third Amended Joint Plan of
Reorganization for Desert Land, LLC, Desert Oasis Apartments, LLC,
Desert Oasis Investments, LLC and Skyvue Las Vegas, LLC.

Juniper points out that in allowing the Debtors to market the
property for another year would merely continue the "hopeless
situation" where the property remains unsold and undeveloped.
Juniper further points out that there is no reason to believe that
giving the Debtors any more time to market their property will
result in a sale.

According to Juniper, the Debtors also previously cited In re
Cellular Info. Sys., Inc., 171 B.R. 926 (Bankr. S.D.N.Y. 1994),
which confirmed a creditor's plan that left the debtors in control.
Juniper asserts that the plan was not a pure liquidation plan.
Juniper points out that it only called for liquidation if the
debtors did not meet their cash flow projections and the court did
not hold that the feasibility requirement need not be satisfied for
a liquidating plan -- it merely held that the prospect of a
liquidation did not mean that a plan was not feasible.

Juniper complains that equity cannot retain exclusive control over
the Debtors for another year without any payment to creditors,
especially since equity's retention of control will inure entirely
to their benefit. Juniper further points out that the retention by
the Debtors' equity holders of the right to control the Debtors
violates the absolute priority rule.

Juniper additionally points out that the Plan provides for no
payment to Juniper (or any other creditor, except the Northern
Trust) until the Debtors' properties are sold, which will never
happen if the Debtors stay in control, thus, "[t]he Plan appears
unconfirmable on its face because . . . there is no deadline for
paying secured creditors' claims, so theoretically creditors could
be forced to wait 100 years before receiving any payment."

Juniper complains that the Plan provides for post-confirmation
interest at 8%. According to Juniper, it is entitled to default
interest at the contractual rate of 20% per annum.

                  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.

Schwartzer & McPherson Law Firm serves as the Debtors' counsel.
Curtis Ensign, PLLC, is the special litigation counsel.


DESERT LAND: Sher Creditors Object to 3rd Amended Plan Outline
--------------------------------------------------------------
The Sher Creditors' file this Objection to the Disclosure Statement
explaining the Third Amended Joint Plan of Reorganization  filed by
Debtors Desert Land, LLC, Desert Oasis Apartments, LLC, Desert
Oasis Investments, and Sky Vue Las Vegas, LLC.

The Creditors point out that as set forth in the Sher Creditors'
prior objections but still not addressed in the Third Amended
Disclosure, the Debtors have listed approximately $50 million in
receivables due to Desert Land from eight insider and/or affiliate
individuals and entities, including but not limited to Howard
Bulloch and David Gaffin and their companies, in their amended
schedules.

The Creditors complain that the Debtors' schedules indicate that
Debtor Desert Land's only real property asset is the 38.5- acre
assemblage on S. Las Vegas Boulevard.  According to the Creditors,
Desert Land's 2017 tax returns, however, identify two additional
properties owned by Desert Land: (1) an "Armstrong Property" in Las
Vegas, zip code 89121; and (2) a "Lewis Property" in Las Vegas, zip
code 89118.

The Creditors complain that despite the issue having been raised
multiple times, the Debtors refuse to provide additional
disclosures with respect to their failed attempts to sell their
real property.

The Creditors assert that the Debtors have failed to address these
issues in the subsequent versions of their amended disclosure and
have failed to make any substantive changes in the multiple
iterations of their proposed plan to rectify these fatal defects.

                  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.

Schwartzer & McPherson Law Firm serves as the Debtors' counsel.
Curtis Ensign, PLLC, is the special litigation counsel.


DIRECTORY DISTRIBUTING: E. Walker Bid to Withdraw Reference OK'd
----------------------------------------------------------------
District Judge Henry Edward Autrey granted the Plaintiff's motion
to withdraw the reference in the case captioned ERVIN WALKER, et
al., Plaintiffs, v. DIRECTORY DISTRIBUTING ASSOCIATES, INC., et
al., Defendants, Case No. 4:17CV1229HEA (E.D. Mo.).

In their Motion, Plaintiffs argue that withdrawal is appropriate
under both the mandatory and discretionary provisions of 28 U.S.C.
section 157(d). They argue that mandatory withdrawal is required
for Plaintiffs' claims arising under the Fair Labor Standards Act
(FLSA) because absent withdrawal, the Bankruptcy Court would be
impermissibly required to resolve federal law regulating
organizations and activities affecting interstate commerce.

The Court finds that Plaintiffs have met their burden to establish
mandatory withdrawal of the reference is appropriate.

The crux of Plaintiff's FLSA claims are that Plaintiffs were
actually employees of Debtor Directory Distributing Associates,
Inc. entitled to the protections of the FLSA. DDA classified them
as "independent contractors" to avoid application of the Act.
Whether Plaintiffs should be treated as employees and the
procedures taken with regard to Plaintiffs' work for DDA requires
an interpretation of the Act. Further, whether Plaintiffs are
entitled to the remedies of the FLSA and whether or not DDA is
entitled to defenses under the Act all give rise to an
interpretation of the provisions of the FLSA. It will take more
than a mere application of FLSA to determine whether Plaintiffs are
entitled to protection. The Plaintiffs' Motion to Withdraw
Reference is, therefore, granted.

A copy of the Court's Opinion, Memorandum, and Order dated Jan. 25,
2019 is available at https://bit.ly/2F25aaq from Leagle.com.

Directory Distributing Associates, Inc., debtor, represented by
David A. Warfield -- dwarfield@thompsoncoburn.com -- THOMPSON
COBURN, LLP.

Ervin Walker, Plaintiff, represented by Bonnie L. Clair --
bclair@summerscomptonwells.com -- SUMMERS AND COMPTON, LLC.

Donald Walker, Eric Allen, Justin Cooper, Regina Coutee & Brian
Mathis, Plaintiffs, represented by Bonnie L. Clair , SUMMERS AND
COMPTON, LLC, Cynthia Thomson Diggs , Janie L. Jordan , Judith
Sadler , Richard W. Mithoff & Russell S. Post , BECK REDDEN LLP.

           About Directory Distributing Associates

Directory Distributing Associates, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mo. Case No.
16-47428) on Oct. 14, 2016. The petition was signed by Kristy Runk
Bryan, Esq., attorney.

The case is assigned to Judge Kathy A. Surratt-States. The Debtor
is represented by Carmody MacDonald P.C.

At the time of the bankruptcy filing, the Debtor estimated assets
of $1 million to $10 million, and liabilities at $100,000 to
$500,000.

The Debtors have hired McCarthy Leonard & Kaemmerer L.C. as special
counsel for labor and employment class action matters; Carr Allison
as special counsel for works compensation; Gold Weems as special
counsel for workers compensation and subrogation litigation matters
in Louisiana; Lewis Brisbois as special counsel; and Walker &
Patterson, P.C. as special counsel.

John P. Vaclavek has been named as Chapter 11 Trustee for the
Debtor.  The Trustee employed Thompson Coburn LLP as counsel;
Carmody MacDonald, P.C. as special counsel; and Williams-Keepers
LLC as accountant.

An official unsecured creditors committee has not been appointed in
the case.


EARTH PRIDE: Ordered to Produce Additional Documentation for Loeb
-----------------------------------------------------------------
Bankruptcy Judge Eric L. Frank enters a supplemental order
requiring Debtor Earth Pride Organics, LLC to produce additional
documentation of the type Loeb Term Solutions LLC has requested,
but only for a discrete, limited time period.

After a discovery hearing held on Jan. 23, 2019, held in connection
with the Motion for Relief from Stay filed by Loeb Term Solutions
LLC and the Motion for Preliminary Injunction filed by the Debtor
in Adv. No. 19-004, the Court entered an order, the next day,
resolving the dispute and outlining certain discovery response
obligations and deadlines for the Debtor. Among the requirements
stated in the Discovery Order are that the Debtor copy and produce
to Loeb all maintenance schedules and logs with respect to the
equipment that serves as collateral for the Debtor's indebtedness
to Loeb. Based on the discussion during the hearing, it was the
Court's expectation that the documents produced would go to the
question of what maintenance and repairs were "scheduled," i.e.,
supposed to take place, as well as what maintenance and repairs
were actually performed during the relevant time period.

Loeb's counsel has requested that the discovery order entered today
be modified. Specifically, Loeb seeks documentation of expenditures
made by the Debtor in connection with maintenance and repairs the
Debtor asserts that it performed "as required" or "daily" or
"weekly" or "every 6 months," depending upon the equipment or the
part of the equipment involved. Loeb requests that the court
supplement the discovery order entered.

In this matter, while the condition of Loeb's collateral is
relevant, and the Debtor's maintenance history also is relevant, it
is likely that, to a significant degree, Loeb's evidentiary needs
will be achieved through the professional inspection that the
parties have agreed will take place prior to the hearing. That
fact, along with the other factors described above in Rule 26(b)(1)
lead me to conclude that Loeb's request should be granted, but only
to a limited degree. Thus, the Debtor is required to produce
additional documentation of the type Loeb has requested, but only
for a discrete, limited time period.

A copy of the Court's Memorandum dated Jan. 24, 2019 is available
at https://bit.ly/2Cd2JAf from Leagle.com.

The bankruptcy case is: IN RE: EARTH PRIDE ORGANICS, Chapter 11,
Debtor. LANCASTER FINE FOODS, INC., Debtor, Bky. No. 17-13816 ELF
Jointly Administered (Bankr. E.D. Pa.).

Earth Pride Organics, LLC, Debtor, represented by JEFFREY S.
CIANCIULLI -- jcianciulli@weirpartners.com -- Weir & Partners LLP &
PAUL BRINTON MASCHMEYER, Maschmeyer Marinas P.C.

United States Trustee, U.S. Trustee, represented by DAVE P. ADAMS ,
United States Trustee & KEVIN P. CALLAHAN , United States Trustee
Dept. of Justice.

Official Committee of Unsecured Creditors of Earth Pride Organics,
LLC, et al., Creditor Committee, represented by EDMOND M. GEORGE --
edmond.george@obermayer.com -- Obermayer Rebmann Maxwell & Hippel,
LLP & MICHAEL D. VAGNONI -- Michael.vagnoni@obermayer.com --
Obermayer Rebmann Maxwell & Hippel LLP.

              About Earth Pride Organics LLC

Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a
family-owned holding company that includes American Specialty
Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery
Supply.  Headquartered in Lancaster, Pennsylvania, each EPO
subsidiary shares the commonality of specialty food and creates a
vertically integrated organization. Lancaster Fine Foods, Inc. --
http://www.lancasterfinefoods.com-- manufactures and sells food,
offering barbecue sauces, mustards, salsas, marinades, hot sauces,
chutneys, cheese spreads, and other common condiments.

Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May
31, 2017, each estimating assets and liabilities between $1 million
and $10 million.  The petitions were signed by Michael S. Thompson,
their managing member.

Judge Eric L. Frank presides over the bankruptcy cases.

Paul Brinton Mashchmeyer, Esq., at MaschmeyerKaralis P.C., serves
as the Debtors' bankruptcy counsel.


EASTERN POWER: Moody's Alters Outlook on B1 Secured Rating to Pos.
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating assigned to
Eastern Power LLC's (Eastern Power) senior secured credit facility
and revised the outlook to positive from stable.

Moody's action considers positive market developments that support
increased capacity prices in NY Zone J, a key source of revenues
for the Eastern portfolio, and the expectation for financial
performance and debt reduction that exceeds its previous
expectation. These developments include a regulatory authorized
increase in the regional Locational Capacity Requirement (LCR) for
the summer of 2019/2020 and the expected retirement of the 2 GW
Indian Point Energy Center. In Moody's view, the former development
should at a minimum drive 2019 summer capacity pricing to levels
that exceed$12.00/kW-month while the latter should support higher
capacity price levels in 2020 and beyond. By comparison, summer
2018 pricing was between $9-10 kW-month. For Eastern, a $3 kW-month
increase in summer capacity prices would translate into an
approximate $35 million increase in annual revenues and cash flow.

The rating action also takes into consideration proposed New York
State Rule Making that may set nitrogen oxide emission rate limits
for simple cycle plants within the state and potentially limit the
useful life of Eastern's Gowanus and Narrows Generating Stations to
May 2025. The current combined generating capacity of these two
generating facilities approximates 953 MW's on an average summer
and winter basis representing about 25% of Eastern's total
generating capacity. While the closure of the Gowanus and Narrow
plants, in and of itself, would lower collateral coverage, there is
considerable intrinsic value in the project sites given their
in-city location, which could include repowering opportunities,
that would provide an offset.

Sustained 'Ba' category financial metrics as calculated under
Moody's methodology, such as debt service coverage ratio in excess
of 2 times and project cash from operations to adjusted debt that
exceeds 10% combined with comfort around Eastern's ability to
refinance its debt increases the prospects for an upgrade. The
failure to meet these financial performance levels would likely
cause us to revise Eastern's outlook to stable. Financial
underperformance that minimizes anticipated debt reduction and
increases refinancing risk could add negative pressure to the
rating.

Eastern Power owns six primarily gas-fired electric generating
stations with a combined generating capacity of 3,800 megawatts
(MWs): Astoria Generating Station (959 MW), Gowanus Turbine
Facility (640 MW) and Narrows Station (352 MW), all located in New
York City; Lincoln Generating Facility (656 MW) and Crete Energy
Ventures (328 MW), located in Illinois; and Rolling Hills
Generating (850 MW), located in Ohio.

Eastern Power is an affiliate of ArcLight Energy Partners.


EMPRESAS BENITEZ: May 8 Disclosure Statement Hearing
----------------------------------------------------
A hearing on the approval of the Disclosure Statement explaining
Empresas Benitez Toledo Inc.'s plan of reorganization is scheduled
for May 8, 2019 at 2:00 PM at the U.S. Bankruptcy Court, Jose V.
Toledo Federal Building and U.S. Courthouse, 300 Recinto, Sur,
Courtroom No. 1, Second Floor, Old San Juan, Puerto Rico.

Objections to the form and content of the Disclosure Statement
should be in writing and filed with the court and served upon
parties in interest at their address of record not less than
fourteen (14) days prior to the hearing.

CLASS 5: General Unsecured Creditors are impaired.  The total
unsecured claims (whether claimed or listed) subject to
distribution is $2,876,189.48. CLASS 5 claimants shall receive from
the Debtor a non-negotiable, interest bearing at 4.00% annually,
promissory note dated as of the Effective Date. Creditors in this
class shall receive a total repayment of 3.68% of their claimed or
listed debt which equals $106,000.00 to be paid Pro Rata to all
allowed claimants under this class. Unsecured Creditors will
receive quarterly payments (every three months) payment of
$5,653.33 to be distributed pro rata among them. The payments will
begin on month 13 after the effective date of the plan and will be
completed on month 72. The payment on $5,653.33 includes interest
and the last payment shall be made within 72 months of the
effective date of the Plan. These creditors will receive a total
amount of $135,680.00 including the interest.

A full-text copy of the Disclosure Statement dated February 28,
2019, is available at https://tinyurl.com/y5nmlrxf from
PacerMonitor.com at no charge.

             About Empresas Benitez Toledo

Empresas Benitez Toledo Inc. is the fee simple owner of a dairy
farm located in Isabela, Puerto Rico, having an appraised value of
$1.88 million.  The company previously sought bankruptcy protection
on Jan. 14, 2013 (Bankr. D. P.R. Case No. 13-00186).

Empresas Benitez Toledo sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-02094) on April 19,
2018.  In the petition signed by Carlos R. Benitez Lopez,
president, the Debtor disclosed $6.94 million in assets and $8.26
million in liabilities.

Judge Enrique S. Lamoutte Inclan presides over the case.


EMPRESAS CARRION: Taps Monge Robertin as Restructuring Advisor
--------------------------------------------------------------
Empresas Carrion Allende Inc. received approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Monge
Robertin Advisors LLC as its insolvency and restructuring advisor.

The firm will assist the Debtor in the preparation of a plan of
reorganization; evaluate its financial condition; participate in
negotiations for post-petition equity funding or financing; review
claims of creditors; and provide other services in connection with
its Chapter 11 case.

The firm will charge these hourly fees:

     Jose Monge Robertin      $275
     Maria Pena               $175
     Accountant                $85
     Support Staff             $65
     Assistant Accountant      $35

Jose Monge Robertin, a certified public accountant employed with
MRA, disclosed in a court filing that the firm and its employees
neither hold nor represent any interest adverse to the Debtor's
bankruptcy estate.

The firm can be reached through:

     Jose M. Monge Robertin, CPA
     Monge Robertin Advisors LLC
     60 Georgetti St., Rio Piedras
     San Juan, PR
     Phone: 1-(787) 745-0707
     Email: cpamonge@cirapr.com

                  About Empresas Carrion Allende

Empresas Carrion Allende, Inc., operates a grocery store in
Arecibo, Puerto, Rico.

Empresas Carrion Allende filed its petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-07111)
on Dec. 6, 2018.  In the petition was signed by Sandra I. Carrion
Montalvo, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities.  The case is assigned to the Hon.
Mildred Caban Flores.  Francisco J. Ramos Gonzalez, Esq. at
Francisco J. Ramos & Asociados CSP, led by Francisco J. Ramos
Gonzalez, is the Debtor's counsel.


ENERGY FUTURE: S. Fenicle, et al.'s Appeal Dismissed as Moot
------------------------------------------------------------
District Judge Richard G. Andrews dismisses the appeals case
captioned SHIRLEY FENICLE, INDIVIDUALLY, AND AS
SUCCESSOR-IN-INTEREST TO THE ESTATE OF GEORGE FENICLE, DAVID
WILLIAM FAHY, JOHN H. JONES, DAVID HEINMANN, HAROLD BISSELL, KURT
CARLSON, ROBERT ALBINI, INDIVIDUALLY, AND AS SUCCESSOR-IN-INTEREST
TO THE ESTATE OF GINO ALBINI, AND DENIS BERGSCHNEIDER, Chapter 11,
Appellants; v. DEBTORS ENERGY FUTURE HOLDINGS CORP., et al., AND
THE EFH PLAN ADMINISTRATOR BOARD, Appellees, Civil Action No.
18-381-RGA (D. Del.) as statutorily moot.

Appellants appeal from the Bankruptcy Court's Order Confirming the
First Amended Joint Plan of Reorganization of Energy Future
Holdings Corp. Appellees' filed a Motion to Dismiss the Appeal.

Energy Future Holdings Corp. ("EFH") and several subsidiaries filed
Chapter 11 petitions on April 29, 2014. A subsidiary of EFH, Debtor
Energy Future Intermediate Holding Company LLC, held approximately
80% ownership interest in Oncor Electric Delivery Company LLC.
Oncor is subject to the regulatory authority of the Public Utility
Commission of Texas ("PUCT").  Previous plans were approved by the
Bankruptcy Court but did not become effective because PUCT did not
approve the necessary transactions. The Confirmed Plan incorporates
a merger transaction between Sempra Energy and Debtor EFH. PUCT
approved the transaction with Sempra, and the Confirmed Plan became
effective March 9, 2018.

The Confirmation Order was entered on Feb. 27, 2018. The
Confirmation Order approved the reorganization plan, including the
Merger Agreement, a central piece of the restructuring
transactions. The Plan and Merger Agreement, as approved, provided
for the restructuring of the EFH and Asbestos Debtors, including
the sale of the EFH Debtors to Sempra. Appellants did not seek a
stay of either the Order authorizing the merger agreement or the
Confirmation Order. Appellants filed a timely notice of appeal on
March 9, 2018. On appeal, Appellants assert, among other things,
that the Bankruptcy Court erred in discharging the claims of
Unmanifested Asbestos Claimants who failed to timely file proofs of
claim.

Appellees move to dismiss this appeal on the following grounds:
statutory mootness, equitable mootness, untimeliness, and standing.
Appellees also argue that the Bankruptcy Court did not violate Due
Process by discharging the claims of the Unmanifested Asbestos
Creditors who failed to timely file proofs of claim.

Appellees assert that the Confirmation Order was an "order
authorizing the sale" under section 363(m) because "the Debtors
could not have consummated the sale absent the Bankruptcy Court's
authorization in the Confirmation Order." Appellants argue that the
Confirmation Order does not trigger the protections of section
363(m) because 1) the sale order was the order approving the merger
and 2) section 363(m) only addresses direct appeals, not collateral
attacks on sales orders.

The Court agrees with Appellees. The Confirmation Order is an
"order authorizing the sale" under section 363(m). Where "the
underlying asset sale [is] conducted under section 363(b) of the
Bankruptcy Code . . . it implicates 11 U.S.C. section 363(m)."
Appellants contend that the Confirmation Order cannot be an "order
authorizing the sale" because the Bankruptcy Court previously
entered a separate order approving the Merger Agreement. That Order
authorized the "Debtors' entry into the Merger Agreement" and
approved the Merger Agreement in "its entirety." However, the
Merger Agreement specifically provided that the closing of the
Merger Agreement was subject to the following condition: "The
Bankruptcy Court shall have entered . . . (i) the order . . .
approving [the Merger] Agreement . . . and (ii) an order . . .
confirming the Plan of Reorganization . . . and authorizing all of
the transactions and agreements contemplated by [the Merger]
Agreement." As a result, both the Merger Approval Order and the
Confirmation Order were necessary for full authorization of the
Merger Agreement.

The Bankruptcy Court included a good faith finding in the
Confirmation Order. It stated, "Sempra Energy and its affiliates
are good faith purchasers within the meaning of section 363(m)" as
"[t]he purchase price to be provided by Sempra . . . was not
controlled by any agreement between Sempra . . . and any potential
bidders . . . and was not reduced or suppressed in any manner by
any arrangement involving Sempra . . . and any creditor."
Appellants have not challenged this finding of good faith under
section 363(m). Therefore, the Court will adopt the Bankruptcy
Court's finding that Sempra is a good faith purchaser.

It is undisputed that Appellants did not request a stay of the
Confirmation Order and no stay has been issued. Appellants argue
that they "could not pay a bond sufficient to stay the $9.45
billion transaction." But the requirement of seeking a stay and
securing a stay is not excused simply because Appellants
purportedly could not pay a bond sufficient to stay the
Confirmation Order. Courts may invoke their equitable powers to
grant a stay without requiring a bond in extraordinary
circumstances. Inability to pay does not excuse a party from
seeking the required stay under section 363(m). Therefore, the
appeal will be moot unless the requested relief will not affect the
validity of the sale.

A copy of the Court's Memorandum Opinion dated Jan. 24, 2019 is
available at https://bit.ly/2u1680q from Leagle.com.

Energy Future Holdings Corp., Debtor, represented by Jason Michael
Madron -- madron@rlf.com -- Richards, Layton & Finger, PA & Aparna
Yenamandra -- aparna.yenamandra@kirkland.com -- KIRKLAND & ELLIS,
LLP, pro hac vice.

Shirley Fenicle, Individually and as succesor-in-interest to the
Estate of George Fencile, David William Fahy, John H. Jones, David
Heinzmann, Harold Bissell, Kurt Carlson, Robert Albini,
Individually and as successor-in-interest to the Estate of Gino
Albini & Denis Bergschneider, Appellants, represented by Daniel K.
Hogan , Hogan McDaniel.

                   About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor, an
80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas. The
Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors had $42
billion of funded indebtedness as of the bankruptcy filing.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.

On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second Lien
Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc., as
financial advisor; and Charles River Associates as an energy
consultant.

On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors representing the interests of the unsecured
creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH
Committee is composed of (a) American Stock Transfer & Trust
Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c)
Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the
Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH
Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as
co-counsel and conflicts counsel; AlixPartners, LLP, as
restructuring advisor; Sullivan & Cromwell LLC as counsel;
Guggenheim Securities as investment banker; and Kurtzman Carson
Consultants LLC as noticing agent for both the TCEH Committee and
the EFH/EFIH Committee.

Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed, to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates. The Fee Committee is comprised of four members:
(a) one member appointed by and representative of the Debtors
(Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed by
and representative of the TCEH Creditors' Committee (Peter Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C., as
counsel; and Phillips, Goldman & Spence, P.A., as co-counsel.

On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016.

On Aug. 20, 2017, Sempra Energy (NYSE:SRE) announced an agreement
to acquire Energy Future Holdings, the indirect owner of 80 percent
of Oncor Electric Delivery Company, LLC, operator of the largest
electric transmission and distribution system in Texas. Under the
agreement, Sempra Energy will pay approximately $9.45 billion in
cash to acquire Energy Future and its ownership in Oncor, while
taking a major step forward in resolving Energy Future's
long-running bankruptcy case. The enterprise value of the
transaction is approximately $18.8 billion, including the
assumption of Oncor's debt.

On Nov. 3, 2017, the Bankruptcy Court entered an order closing the
Chapter 11 cases of 40 affiliate debtors. The claims asserted
against, and interests asserted in, the Closing Cases are
transferred to the lead case of Texas Competitive Electric Holdings
Company LLC, Case No. 14-10978. A list of the Closing Cases is
available for free at:

      http://bankrupt.com/misc/EnergyFuture_decreeclosing40.pdf  


FIELDPOINT PETROLEUM: Delays 2018 Form 10-K Filing
--------------------------------------------------
FieldPoint Petroleum Corporation has filed with the Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its Annual Report on Form 10-K for its fiscal year
ended Dec. 31, 2018.  The Company is unable to file its Annual
Report on Form 10-K within the prescribed time period because the
Company has not completed the preparation of its unaudited
financial statements for the fiscal quarter.

                 About FieldPoint Petroleum

Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP)
-- http://www.fppcorp.com/-- is engaged in oil and natural gas
exploration, production and acquisition, primarily in Louisiana,
New Mexico, Oklahoma, Texas and Wyoming.

Fieldpoint Petroleum reported net income of $2.66 million in 2017
compared to a net loss of $2.47 million in 2016.  As of Sept. 30,
2018, the Company had $7.33 million in total assets, $5.69 million
in total liabilities, and $1.63 million in total stockholders'
equity.

Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017,
issued a "going concern" qualification 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 has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.


FRAM GROUP: Moody's Withdraws B3 CFR on Acquisition by Trico Group
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings on FRAM Group
Holdings Limited, including its B3 Corporate Family Rating; B3-PD
Probability of Default Rating, and stable outlook. Moody's also
withdrew the B3 senior secured rating and stable outlook at Fram
Group Holdings Inc.

The following ratings were withdrawn:

Withdrawals:

Issuer: Fram Group Holdings Inc.

  - Senior Secured Bank Credit Facility, Withdrawn , previously
rated B3 (LGD4)

Issuer: FRAM Group Holdings Limited

  - Corporate Family Rating, Withdrawn , previously rated B3

  - Probability of Default Rating, Withdrawn , previously rated
B3-PD

Outlook Actions:

Issuer: Fram Group Holdings Inc.

  - Outlook, Changed To Rating Withdrawn From Stable

Issuer: FRAM Group Holdings Limited

  - Outlook, Changed To Rating Withdrawn From Stable

RATINGS RATIONALE

On February 26, 2019, Fram was acquired by Trico Group, LLC. As
part of this transaction, all rated debt has been repaid.

FRAM Group Holdings Limited, headquartered in Lake Forest, IL, is a
leading manufacturer of high quality, nondiscretionary products for
the automotive aftermarket. The company's brands include FRAM, and
Autolite. For the LTM period ending September 30, 2018, Fram had
sales of approximately $344 million. The company was owned by an
affiliate of Rank Group Ltd, a New Zealand based private equity
firm.


G3 & D: Taps Allen Turnage as Co-Counsel
----------------------------------------
G3 & D, LLC, received approval from the U.S. Bankruptcy Court for
the Northern District of Florida to hire Tallahassee, Fla.-based
Allen Turnage P.A.

The firm will serve as co-counsel with Footman Law Firm, P.A., the
other firm representing the Debtor in its Chapter 11 case.

Allen Turnage, Esq., the firm's attorney who will be providing the
services, will charge an hourly fee of $300.  The rate for
paralegal services is $125 per hour.

Mr. Turnage disclosed in a court filing that he has no connection
with the Debtor's creditors or any "party in interest."

The firm can be reached through:

     Allen P. Turnage, Esq.
     Allen Turnage P.A.
     P.O. Box 15219
     Tallahassee, FL 32317
     Voice: 850-224-3231
     Fax: 850-224-2525
     Email: service@turnagelaw.com

                         About G3 & D LLC

G3 & D, LLC is a privately-held company whose principal assets are
located at 10706 Westphalia Road, Upper Marlboro, Maryland.

G3 & D sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Case No. 18-40588) on Nov. 7, 2018.  At the time
of the filing, the Debtor estimated assets of $1 million to $10
million and liabilities of less than $1 million.  The case is
assigned to Judge Karen K. Specie.  Footman Law Firm, P.A. is the
Debtor's legal counsel.


GASPER RICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gasper Rice Resources, Ltd.
        4201 Cypress Creek Pkwy., Suite 400
        Houston, TX 77068-3447

Business Description: Gasper Rice Resources --
                      http://www.gasperrice.com-- is a Texas
                      Limited Partnership in the oil and gas
                      extraction industry.  Gasper Rice currently
                      operates wells primarily located in the gulf
                      coast area of Texas, as well as
                      participating as a non operator in
                      properties located in Texas, Louisiana,
                      Oklahoma and Mississippi.

Chapter 11 Petition Date: March 11, 2019

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

Case No.: 19-31371

Judge: Hon. Eduardo V. Rodriguez

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

Total Assets: $2,116,190

Total Liabilities: $2,484,425

The petition was signed by Grant F. Rice, president of General
Partner, Gasper Rice & Associates, Inc.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

        http://bankrupt.com/misc/txsb19-31371_creditors.pdf

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

        http://bankrupt.com/misc/txsb19-31371.pdf


GENERAL NUTRITION: Moody's Alters Outlook on B3 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed General Nutrition Centers,
Inc.'s (GNC) Corporate Family Rating (CFR) of B3, B3-PD Probability
of default rating, B3 senior secured Term Loan B-2, Ba3 senior
secured FILO Term Loan, and its speculative grade liquidity rating
was downgraded to SGL-3 from SGL-2. The outlook was changed to
negative.

Downgrades:

Issuer: General Nutrition Centers, Inc.

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

Outlook Actions:

Issuer: General Nutrition Centers, Inc.

  - Outlook, Changed To Negative From Stable

Affirmations:

Issuer: General Nutrition Centers, Inc.

  - Probability of Default Rating, Affirmed B3-PD

  - Corporate Family Rating, Affirmed B3

  - Senior Secured Term Loan B2, Affirmed B3 (LGD4)

  - Senior Secured FILO Term Loan, Affirmed Ba3 (LGD2)

"GNC's negative outlook reflects over $600 million of debt matures
with the next two years as it continues to work to stabilize its
operating income and executes its business realignment", says
Moody's Vice President, Christina Boni. Moody's anticipates that
GNC can continue to generate over $70 million in free cash flow
annually to further reduce debt.

RATINGS RATIONALE

GNC's B3 Corporate Family Rating is supported by the company's
well-known brand name in its target markets along with Moody's
positive view of the vitamin, mineral, and nutritional supplement
("VMS") category due to favorable demographic trends in the United
States. The company also benefits from increasing penetration of
GNC branded product across its system which is approximately 54%
currently. GNC's credit metrics have weakened as domestic
comparable store sales remain tepid and operating earnings remain
under pressure despite its reductions in price through its GNC One
program. The $300 million preferred equity investment from Harbin
Pharmaceuticals has been instrumental in repaying near term debt
maturities and provides a partnership to pursue further growth
opportunities internationally. GNC's joint venture with
International Vitamin Corporation ("IVC") also resulted in an
additional $101 million of proceeds initially which has been used
to repay debt. Nonetheless, its capital structure still must be
refinanced as its $189 million convertible debt matures in August
2020 and its $458 million term loan is due in March 2021. Also
considered is the potential risk arising from adverse publicity and
product liability claims with regard to certain products sold by
GNC, particularly diet products and herbs, two faddish product
categories that are more exposed to such risks and earnings
volatility.

Other key credit concerns include GNC's sizable concentration in
sports nutrition, which is a much more limited product segment with
a relatively smaller target market than the VMS product category.
Also considered is the potential risk arising from adverse
publicity and product liability claims with regard to certain
products sold by GNC, particularly diet products and herbs, two
faddish product categories that are more exposed to such risks and
earnings volatility.

The negative outlook incorporates Moody's concerns that operating
performance has yet to stabilize at a lower profitability level
despite its initiatives to improve its market positioning. The
outlook also reflects the risk that its capital structure may not
be refinanced well in advance of its upcoming maturities.

GNC's ratings could be upgraded over time if the company
demonstrates consistent stable to improving same store sales while
maintaining RCF to net debt at or above the mid-teens. An upgrade
would require GNC to address all existing maturities and
debt/EBITDA sustained below 4.5x.

Ratings could be downgraded if the company were to see a material
decline in sales trends or operating margins, either through a
weakening competitive profile or material product-related risks.
Ratings could also be downgraded if liquidity were to materially
erode or upcoming maturities are not addressed well in advance.
Quantitatively, a ratings downgrade could occur if it appears that
debt/EBITDA will be sustained above 5.5x.

General Nutrition Centers, Inc., headquartered in Pittsburgh, PA,
is a diversified, multi-channel business model which generates
revenue from product sales through company-owned retail stores,
domestic and international franchise activities, third-party
contract manufacturing, e-commerce and corporate partnerships. As
of December 31, 2018, GNC had approximately 8,400 locations, of
which approximately 6,200 retail locations are in the United States
(including approximately 2,200 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.


GIGA-TRONICS INC: Sells $240,000 Worth of Preferred Stock
---------------------------------------------------------
Giga-tronics Incorporated issued and sold 9,600 additional shares
of its 6.0% Series E Senior Convertible Voting Perpetual Preferred
Stock to approximately eight investors in a private placement
pursuant to a Securities Purchase Agreement.

The purchase price for each Series E Share was $25.00, resulting in
total gross proceeds of $240,000.  Emerging Growth Equities, Ltd.
served as the Company's exclusive placement agent in connection
with the private placement.  Fees payable to Emerging Growth
Equities, Ltd. at completion of the transaction were 5% of gross
proceeds.  Proceeds to the Company after fees and expenses will be
approximately $228,000.  The Company expects to use the proceeds
for working capital and general corporate purposes.

                    About Giga-tronics

Headquartered in Dublin, California, Giga-tronics Incorporated is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA", which produces an Advanced Signal Generator (ASG)
and an Advanced Signal Analyzer (ASA) for the electronic warfare
market and YIG (Yttrium, Iron, Garnet) RADAR filters used in
fighter jet aircraft.  Giga-tronics produces instruments,
subsystems and sophisticated microwave components that have broad
applications in defense electronics, aeronautics and wireless
telecommunications.

As of Dec. 29, 2018, Giga-Tronics had $6.59 million in total
assets, $5.35 million in total liabilities, and $1.23 million in
total shareholders' equity.  Giga-Tronics reported a net loss of
$3.10 million for the year ended March 31, 2018, compared to a net
loss of $1.54 million for the year ended March 25, 2017.

Armanino LLP's opinion included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2018 contains a going
concern explanatory paragraph stating that the Company's
significant recurring losses and accumulated deficit raise
substantial doubt about its ability to continue as a going concern.


GLOBAL FISH: BC Factoring Wants to Prohibit Cash Collateral Use
---------------------------------------------------------------
BC Factoring, LLC, requests the U.S. Bankruptcy Court for the
Southern District of Florida to prohibit the use of cash collateral
by Global Fish Handlers Corporation.

BC Factoring further asks the Court to determine that the
continuation of the state court proceedings by BC Factoring against
non-Debtors, including Casablanca and the Debtor's principal Carlos
Cruz, does not constitute a violation of the automatic stay or, in
the alternative, grant relief from automatic stay.

Sometime in May 2017, BC Factoring entered into an Account Purchase
and Security Agreement with the Debtor pursuant to which BC
Factoring purchased the Debtor's accounts receivable invoices. Mr.
Cruz signed the Secured Factoring Agreement on behalf of the Debtor
and individually guaranteed the Debtor's obligations to BC
Factoring. The BC collateral includes, inter alia, present and
future accounts, furniture and fixtures, inventory, equipment,
money, and all other assets of the Debtor. Pursuant to the Secured
Factoring Agreement, BC Factoring is a first perfected secured
creditor of the Debtor.

Nearly all the Debtor's receivables were derived from Casablanca
Fisheries Imports and Distributions LLC. In addition, the Debtor
and Casablanca shared their business offices. Accordingly, on or
about June 9, 2017, BC Factoring entered into a second factoring
arrangement with Casablanca, however all funding was directed to
the Debtor.

On Nov. 2, 2018, BC Factoring filed a Verified Complaint for
Injunctive Relief and Damages in the Circuit Court for the Eleventh
Judicial Circuit in and for Miami-Dade County Florida, Case No.
18-37225-CA-01(22), against the Debtor, Cruz, and several other
related entities and individuals.

The Complaint alleges (1) that the Debtor and Cruz failed to pay BC
Factoring as required by the Secured Factoring Agreement; (2) that
the Debtor and Cruz conspired to manufacture and submit to BC
Factoring false, fraudulent, and fabricated invoices and accounting
statements, and (3) that the Debtor and Cruz failed to pay BC
Factoring even funds that were actually collected on valid accounts
receivable.

The Complaint also contains counts against the Debtor and Cruz for
fraud, fraud in the inducement, breach of factoring agreement,
breach of guarantee, violation of the Florida Unfair and Deceptive
Trade Practices Act, civil theft, and violation of the Florida
R.I.C.O. statute.

As of the filing of the state court Complaint, the Debtor and
Casablanca owed BC Factoring more than $3,709,532 plus interest.
This amount is predicated upon at least $1.2 million in false
invoices and false accounting records.

When the Debtor filed its List of 20 Largest Unsecured Creditors,
the Debtor incorrectly lists BC Factoring as an unsecured creditor.
Likewise, when the Debtor filed its Chapter 11 Case Management
Summary, the Debtor failed to include BC Factoring as a secured
creditor. And when the Debtor filed its Schedules, it again
incorrectly listed BC Factoring as an unsecured creditor.

BC Factoring contends that the Debtor has not filed any motion for
authorization to use cash collateral in this case, and it has not
proposed any budget or any adequate protection arrangement. It is
unclear what expenses are currently being paid by the Debtor or
which funds are being used. But all cash in possession of the
Debtor is BC Factoring's cash collateral. But the Debtor has not
requested, and BC Factoring has not consented to, and the Court has
not authorized, the Debtor's use of cash collateral. Accordingly,
the Debtor should be prohibited from using cash collateral.

Since the Petition Date, BC Factoring has not prosecuted the State
Court Case against the Debtor and will not do so while the
automatic stay is in effect. However, BC Factoring seeks an order
clarifying that the automatic stay does not apply to the
continuation of the State Court Case against the Non-Debtor
Defendants, including Casablanca and the Debtor's principal Cruz.
Alternatively, BC Factoring seeks relief from the automatic stay to
proceed with the State Court Case against all Non-Debtor
Defendants, including Casablanca and Mr. Cruz.

                 About Global Fish Handlers Corp.

Global Fish Handlers Corporation sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-11167) on Jan.
28, 2019.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of the same range.  The case
is assigned to Judge Laurel M. Isicoff.  Aaronson Schantz Beiley
P.A. is the Debtor's counsel.


GMOFORIS CORPORATION: SFCP Entitled to Judgment of Eviction
-----------------------------------------------------------
In the case captioned GMOFORIS CORPORATION, Plaintiff, v. SOUTH
FLORIDA COMMERCIAL PROPERTIES OF GEORGIA, LLC d/b/a SOUTH FLORIDA
COMMERCIAL PROPERTIES, LLC, Defendant. SOUTH FLORIDA COMMERCIAL
PROPERTIES, LLC, Plaintiff, v. GMOFORIS CORPORATION, Defendant,
Adv. Proc. No. 18-01363-MAM., 18-01380-MAM (Bankr. S.D. Fla.),
Bankruptcy Judge Mindy A. Mora entered an order determining that
Debtor GMORFORIS Corporation's lease was terminated prepetition and
finding that landlord South Florida Commercial Properties, LLC is
entitled to a judgment of eviction.

As a matter of applicable state law, either party may terminate a
monthly tenancy by giving not less than 15 days' notice prior to
the end of any monthly period. No cause or justification is
necessary or required to terminate an at-will tenancy.

In the Eviction Action, GMOFORIS asserted two affirmative defenses.
The affirmative defenses are vague and legally deficient since they
do not give "fair notice" of the grounds upon which they rest. It
appears (but is not clear) that GMOFORIS is attempting to assert an
unspecified issue with the Notice. GMOFORIS's closing argument on
this point is equally vague. Even if the defenses were properly
alleged or preserved, SFCP has satisfied its burden and there is no
issue with the Notice.

GMOFORIS last paid pre-petition rent to SFCP on April 30, 2018,
rendering the expiration of the monthly term May 29, 2018. The
Notice, which was sent by hand delivery on May 18, 2018, provided
GMOFORIS with fifteen days to vacate and the right to finish out
the remainder of the May term. The Notice allowed GMOFORIS to
remain in possession past the expiration of the term -- to June 2,
2018. Applicable state law confirms that fifteen days is sufficient
statutory notice to terminate an at will monthly tenancy.

Sill v. Smith is instructive. Sill involved an action by a landlord
for rent claimed owed to it under a lease, as well as the tenant's
counterclaim to recover pre-paid rent for the last month after the
tenant terminated the tenancy. Crucial to the parties' claims was
whether the tenant properly terminated the monthly lease. The
tenant paid rent on the 11th of each month. The tenant's last
monthly payment was made on December 11, such that the end of that
term was January 10. On December 12, the tenant gave notice that it
was terminating the tenancy and vacating the property prior to
January 1 (i.e., prior to the expiration of the term). The parties
thereafter asserted competing claims for the rent monies owed for
the final month of the tenancy. The court in Sill determined that
the tenant properly terminated its monthly lease pursuant to Fla.
Stat. section 83.03, when it gave notice on December 12 that it was
vacating prior to January 1. The termination was deemed valid,
notwithstanding that the termination date was prior to the
expiration of (and in the middle of) the then-existing term.

The holding in Sill demonstrates that, under Florida law, a
termination notice issued under Fla. Stat. section 83.03 of an oral
month to month lease is valid if it provides at least 15 days'
prior notice of termination, even if the termination date does not
coincide directly with the end of the term of the monthly tenancy.

As a result, the court concludes that SFCP properly terminated the
oral month to month lease of the Property in accordance with
applicable state law.

Because the court concludes that the operative lease, pre-petition,
was an oral month to month lease, and that the oral month to month
lease was properly terminated pre-petition, GMOFORIS did not have
an unexpired lease for the Property as of the Petition Date that
could be assumed or rejected under 11 U.S.C. section 365. Based on
this conclusion, the court further concludes that SFCP is entitled
to a judgment for possession of the Property as a matter of
applicable state law.

A copy of the Court's Memorandum Opinion and Order dated Jan. 28,
2019 is available at https://bit.ly/2J5KimZ from Leagle.com.

GMoforis Corporation, Plaintiff, represented by Bart A. Houston.

South Florida Commercial Properties of Georgia, LLC d/b/a South
Florida Commercial Properties, LLC, Defendant, represented by Larry
I. Glick -- LGlick@shutts.com  -- & Michelle Hendler --
MHendler@shutts.com

                  About GMoforis Corporation

GMoforis Corporation, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-20875) on September 4, 2018,
disclosing less than $1 million in both assets and liabilities. The
Debtor is represented by Bart A. Houston, Esq., a partner at The
Houston Firm, P.A.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case of GMoforis Corporation as of Oct. 17, 2018,
according to a court docket.


GNC HOLDINGS: Two Executives Quit
---------------------------------
Joseph Gorman EVP Operations and Gene Burt EVP Merchandising,
notified GNC Holdings, Inc. they were leaving the Company effective
March 15, 2019.  The Company will absorb these executive
responsibilities within the Company's current management team.

                     About GNC Holdings

GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty retailer of health, wellness and performance products,
including protein, performance supplements, weight management
supplements, vitamins, herbs and greens, wellness supplements,
health and beauty, food and drink and other general merchandise.
As of Dec. 31, 2018, GNC had approximately 8,400 locations, of
which approximately 6,200 retail locations are in the United States
(including approximately 2,200 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.

GNC Holdings incurred a net loss of $148.9 million in 2017 and a
net loss of $286.3 million in 2016. As of Dec. 31, 2018, GNC
Holdings had $1.52 billion in total assets, $1.54 billion in total
liabilities, $99.76 million in convertible preferred stock, and a
total stockholders' deficit of $115.26 million.

                           *    *    *

As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings Inc. and removed all
of its ratings on the company from CreditWatch, where S&P placed
them with negative implications on Feb. 14, 2018.  "The affirmation
reflects our belief that GNC's capital structure remains
unsustainable over the long term in light of its current operating
performance, including its cash flow generation, because of
increased competitive threats amid the ongoing secular changes in
the retail industry.


GOD'S CHARIOTS: Plan and Disclosures Hearing Set for March 28
-------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein conditionally approved God's
Chariots to the Heavenly Highway, Inc.'s amended disclosure
statement with respect to its amended chapter 11 plan.

March 28, 2019 at 10:00 a.m. is fixed for the hearing on final
approval of the Disclosure Statement and for the hearing on
confirmation of the Plan.

March 25, 2019 at 5:00 p.m. is fixed as the last day for filing and
serving written objections to the Disclosure Statement and
confirmation of the Plan.

The Troubled Company Reporter previously reported that the Debtor
will fund the Plan and Distributions by using Cash on hand from its
Debtor in Possession bank account. The Debtor presently has more
than $2,900,000 on hand in its bank account. The Debtor estimates
payment of all Claims will total less than $200,000.

A full-text copy of the Disclosure Statement dated January 18,
2019, is available at https://tinyurl.com/y79qf8fh from
PacerMonitor.com at no charge.

       About God's Chariots To The Heavenly Highway Inc.

God's Chariots To The Heavenly Highway Inc. is a religious
corporation that was formed in early 2014.  It holds title to the
property, which has eight commercial units, located at 844 St.
Ann's Avenue in Bronx County.  

God's Chariots sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-13585) on Dec. 27, 2016.
Bernel-Arthur Richardson, administrator, signed the petition.  The
Debtor estimated assets of less than $1 million and liabilities of
less than $500,000.

Judge Stuart M. Bernstein presides over the case.  

The Law Office of Anthony M. Vassallo serves as the Debtor's
bankruptcy counsel.


HELIOS AND MATHESON: Will Restate its Third Quarter 2018 Form 10-Q
------------------------------------------------------------------
The Board of Directors of Helios and Matheson Analytics Inc. and
the audit committee, following discussions with management, have
determined that the Company's previously issued quarterly and
year-to-date unaudited consolidated financial statements for Sept.
30, 2018, should no longer be relied upon.  Similarly, related
press releases, earnings releases, and investor communications
describing the Company's financial statements for these periods
should no longer be relied upon.  The errors primarily relate to
the overstatement of subscription revenues in the third quarter of
2018 due to (1) the erroneous recognition of up to approximately
$0.7 million of revenue from MoviePass subscriptions that had been
terminated through refunds of subscriptions by Costco Wholesale
Corporation; and (2) the erroneous recognition of up to
approximately $5.9 million of revenue from certain MoviePass
subscriptions that were in a suspended state due to changes made to
the MoviePass subscription service that had not yet been consented
to by the applicable subscribers.  These errors resulted in an
understatement of the net loss by approximately $6.6 million.  In
addition, the Company identified a non-cash error related to the
accounting for derivative securities, which resulted in an
additional understatement of net loss of approximately $2.9
million.  The reversal of the derivative liability in the amount of
$2.9 million resulting from a conversion in the second quarter was
misclassified as a gain in the fair market value of a derivative
security on the income statement, as opposed to correctly recording
it as a credit to additional paid-in capital on the balance sheet.

In connection with the restatement, management has determined that
a material weakness relating to subscription management existed in
the Company's internal control over financial reporting as of Sept.
30, 2018 and through Dec. 31, 2018.  The Company's chief executive
officer and chief financial officer have concluded that the
Company's disclosure controls and procedures were not effective at
the reasonable assurance level as of Sept. 30, 2018 and Dec. 31,
2018, and the Company's management has concluded that its internal
control over financial reporting was not effective as of Dec. 31,
2018.  Effective Jan. 1, 2019 the Company has implemented a new
software solution to automate and provide real-time information for
managing and accounting for subscriptions, including, without
limitation, those subscriptions that are terminated or in a
suspended state.  A further discussion of the Company's remediation
measures will be contained in the Company’s Annual Report on Form
10-K for the year ended Dec. 31, 2018.

The Company anticipates that it will file an amended Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2018, to amend
and restate its financial results for the affected periods as soon
as practicable.

Members of the Company's management have discussed these matters
with Rosenberg Rich Baker Berman, P.A., the Company's independent
registered public accounting firm.

                  About Helios and Matheson

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

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

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


HIGHLAND SALONS: Taps Peter Johnson as Legal Counsel
----------------------------------------------------
Highland Salon, LP, received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire the Law Offices of
Peter Johnson as its legal counsel.

The firm will assist the Debtor in the preparation of a plan of
reorganization; prepare documents to assume or reject leases;
assist the Debtor in any potential sale of its property; and
provide other legal services related to its Chapter 11 case.

Peter Johnson, Esq., the principal attorney designated to handle
the case, charges an hourly fee of $475.  His firm received the sum
of $14,000 from the Debtor.

Mr. Johnson disclosed in a court filing that the firm's attorneys
are "disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Peter Johnson, Esq.
     Law Offices of Peter Johnson
     1738 Sunset Boulevard        
     Houston, TX 77005        
     Telephone: 713.961.1200        
     Telefax: 832.200.9253        
     Email: pjohnson@pjlaw.com

                     About Highland Salons LP

Highland Salons, LP is a full-service salon specializing in hair,
nails, massage and esthetics.  It also offers a menu of
personalized skin therapies, body treatments, massage, anti-aging
facials and customized packages.

Highland Salons sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-30540) on February
1, 2019.  At the time of the filing, the Debtor disclosed
$3,553,410 in assets and $1,019,255 in liabilities.  The case is
assigned to Judge David R. Jones.  The Debtor tapped the Law
Offices of Peter Johnson as its legal counsel.


HNRC DISSOLUTION: Dismissal of T. Giese Suit vs LCC, et al., Upheld
-------------------------------------------------------------------
In the appeals case captioned TERRY GIESE, Plaintiff-Appellant, v.
LEXINGTON COAL COMPANY, Defendant-Appellee. COMMUNITY TRUST BANK;
INTERNATIONAL COAL GROUP, INC., Defendants, No. 18-5674 (6th Cir.),
the U.S. Court of Appeals, Sixth Circuit affirms the dismissal of
Terry Giese’s complaint against the Defendants.

Plaintiff Giese appeals the dismissal of his complaint, which
asserted a right to and sought damages for the loss of funds from
an account that was the subject of prior bankruptcy court orders
entered in the Chapter 11 case of HNRC Dissolution Company and a
follow-on adversary interpleader action. The funds had been held in
an account named "Leslie Resources - E. Begley Escrow" maintained
by Community Trust Bank (Account). The Account was scheduled as an
asset of the debtor Leslie Resources, Inc. and the bulk of Leslie's
assets were sold at auction to two purchasers: International Coal
Group, Inc. and Lexington Coal Company. After confirmation of the
Chapter 11 plans, Community Trust Bank brought an adversary
interpleader action that resulted in the entry of an order
distributing the funds between ICG and LCC. Seven years later,
standing in the shoes of some of E. Begley's heirs, Giese filed the
action in state court against the non-diverse defendants ICG, LCC,
and the Bank asserting claims for collection of royalties,
conversion, breach of fiduciary duty, negligence,
misrepresentation, breach of contract, and unjust enrichment.

After removal, the district court denied Giese's motion to remand
because the proceeding was "at least 'related to' the bankruptcy"
for purposes of 28 U.S.C. section 1334(b) and then referred the
matter to the bankruptcy court. The bankruptcy court denied Giese's
demand for mandatory abstention under 28 U.S.C. § 1334(c)(2) and
granted the defendants' motion to dismiss the complaint pursuant to
Fed. R. Civ. P. 12(b)(6). In this appeal, Giese challenges the
jurisdictional basis for removal, the denial of his motion for
mandatory abstention, and the dismissal of his claims on the
merits.

To start, Giese concedes that the bankruptcy court correctly
applied this court's decision in Lowenbraun in concluding that
Counts 2-5 and 7 were core claims. The Court would say no more with
respect to these claims, except that Giese argues that Lowenbraun
was wrongly decided and its interpretation of "arising in" is so
broad as to threaten to run afoul of Stern. This argument misses
the mark for several reasons.

First and foremost, Lowenbraun remains controlling because it has
not been overruled by an en banc decision of this court and Stern
is not an inconsistent decision of the United States Supreme Court
that would require modification of Lowenbraun.

Moreover, the Court concludes that the substance of Giese's state
law tort claims could not exist outside the bankruptcy. These
claims could not have been brought prior to the bankruptcy as they
were based on conduct during the adversary interpleader action in
bankruptcy. As the bankruptcy court explained: "All of Plaintiff's
tort and quasi-contract theories fault Defendants for bad acts in
the CTB adversary proceeding, which resulted in the entry of a
judgment that deprived Plaintiff's predecessors-in-interest of
title to the funds in the CTB account and caused Plaintiff to
suffer damages in the amount of those funds." Further, this dispute
centers on an asset administered in bankruptcy and Giese's claims
that he (or his predecessors) have an ownership interest in that
asset--an issue that was determined during the bankruptcy and
interpleader proceedings. However broadly Giese wants to read
Lowenbraun, the case at hand is unlike Stern, which involved a
state-law counterclaim, the factual underpinnings of which were
entirely separate from the bankruptcy proceeding. The bankruptcy
court did not err in finding these claims would not be subject to
mandatory abstention.

The Court agrees that the bankruptcy court correctly concluded that
even Giese's tort claims "shared identity with the claims available
to his predecessors during the bankruptcy case." The bankruptcy
court did not err in dismissing the claims against LCC as barred by
the Sale and Confirmation Orders.

A copy of the Court's Decision dated Jan. 24, 2019 is available at
https://bit.ly/2JdPqoO from Leagle.com.

Headquartered in Ashland, Kentucky, Horizon Natural Resources
(f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E Gold, Esq. represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed at least $100 million in total assets
and $100 million in total debts.  Horizon Natural Resources later
changed its name to HNRC Dissolution Co.


IDEANOMICS INC: Appoints Bruno Wu as Executive Chairman
-------------------------------------------------------
The Board of Directors of Ideanomics, Inc. appointed Bruno Wu to
the Board as executive chairman on March 5, 2019.  Mr. Wu had
resigned from his role as co-chief executive officer and Chairman
of the Board on Nov. 12, 2019.  Dr. Bruno Wu resigned from his role
as Co-CEO and Chairman of the Board in order to lead the National
Committee for China-U.S. Relations, which was a new committee
developed to improve relations between China and the U.S.  Mr. Wu's
service on the Committee has ended and he can now rejoin the
Company's Board.

Dr. Bruno Wu is an experienced investor, technology and media
entrepreneur, and philanthropist.  Dr. Wu has been actively
involved with blockchain enabled and big data technologies since
October 2011.  After four years of investment and research, in
2015, Dr. Wu and Beijing Sun Seven Stars Culture Development
Limited, an affiliate of Dr. Wu and a significant shareholder in
our Company, proceeded to execute the strategy of becoming a leader
in fintech and asset digitization services by aggregating AI,
blockchain and other big data and cloud-based technologies,
carefully sourced and selected on a global basis through joint
ventures and partnerships.  These partnerships focus on customizing
and enabling actual business use case applications. Dr. Wu actively
participated in the build out of a leading big data hub in Guiyang,
China, particularly by endorsing the integration of AI and
blockchain.  Dr. Wu has committed to transforming our Company into
a fintech and asset digitization services flagship, with multiple
use case technology engines to be rolled out.

There is no arrangement between Mr. Wu and any person pursuant to
which Mr. Wu was selected as a director.  Mr. Wu has been involved
previously in related party transactions since January 2018 with
the Company during his prior service as chief executive officer and
Chairman and such transactions have been previously disclosed as
follows publicly in footnote 12 of the Company's Form 10-Q filed on
Nov. 14, 2018:

(i) On Sept. 4, 2018, the Company had completed the acquisition of
65.65% share of Grapevine Logic, Inc., a Delaware corporation.
Fomalhaut Limited, a British Virgin Islands company and an
affiliate of Bruno Wu, the Chairman and Co-CEO of the Company, was
an equity holder of 34.35% in GLI prior to the merger and remains
so following the merger.  Fomalhaut will not receive any part of
the Purchase Price.  Fomalhaut entered into a Stock Option
Agreement, effective as of Aug. 31, 2018, with the Company pursuant
to which the Company provided Fomalhaut with the option to sell the
Fomalhaut Interest to the Company.  The aggregate sale price for
the Fomalhaut Interest is the fair market value of the Fomalhaut
Interest as of the close of business on the date preceding the date
upon which the right to sell the Fomalhaut Interest to the Company
is exercised by Fomalhaut.  If the option is exercised, the sale
price for the Fomalhaut Interest is payable in a combination of 1/3
cash and 2/3 Company shares of common stock at the then market
value.  The exercise period for the Option Agreement terminates on
Aug. 31, 2021.

(ii) On June 21, 2018, the Company entered into a Subscription
Agreement with Sun Seven Stars Investment Group Limited, a British
Virgin Islands corporation, an affiliate of Bruno Wu, the Company's
Chairman and chief executive officer, pursuant to which SSSIG
purchased $3 million of Common Stock at the then market price.
  
(iii) On Sept. 7, 2018, the Company entered into an Intellectual
Property and Purchase and Assumption Agreement with Sun Seven Star
International Limited, a Hong Kong company and an affiliate of Mr.
Bruno Wu, the Company's Chairman and Co- CEO, pursuant to which
SSIL sold the assets of FinTalk to the Company in exchange for $1.0
million promissory note and shares of the Company's common stock
with a fair market value of $6.0 million.  The Company paid the
$1.0 million promissory note in October 2018.

(iv) On Sept. 7, 2018, the Company entered into a Share Purchase
Agreement with SSSIG, an affiliate of Bruno Wu, the then Chairman
and Co-CEO of the Company, pursuant to which the Company agreed to
purchase from Sun and other persons for whom Sun acted as
seller-representative:

   * an aggregate of 8,583,034 shares of common stock of Liberty
     Biopharma, an entity listed on the TSX venture exchange, at
     fair market value, in consideration for Company common stock
     of equivalent value; and

   * an aggregate of 3,240,433 additional shares of Liberty,
     subject to the sellers receiving those shares from Liberty as
     award of performance shares if and when certain performance
     and vesting conditions set out in an agreement among Sun,
     Liberty and the sellers are achieved, in consideration for
     Company common stock of equivalent value.  These Liberty
     shares represent 50% of performance based Liberty shares to
     which the sellers are entitled.  In the event the performance
     criteria are not met, the Liberty performance shares will not
     be issued to the sellers and thus the purchase of these
     performance shares by the Company will not close.

The Company shares to be issued to the sellers in consideration for
the Liberty shares are valued at fair market value on the date of
each closing.  As of March 11, 2019 the Company has not received
any shares from Liberty, nor has the Company issued any shares to
the sellers.

In addition, on Sept. 28, 2018, the Company signed a Subscription
Agreement with Liberty to purchase 1,173,333 common shares for $2.0
million, which was completed in 2018.

(v) In 2018, the Company entered into a subscription agreement and
amended agreements with SSSIG to purchase $1.1 million of Common
Stock at the then market price.  The Company has received $1.1
million in total as of Dec. 31, 2018.  The Company expects to issue
572,917 shares of common stock in 2019.

(vi) The Company entered into a convertible note agreement with
SSSIG for an amount of up to $2,500,000.  The convertible note
bears interest at 4%, matures on Feb. 8, 2020, and is convertible
into the shares of the Company's common stock at a conversion price
of $1.83 per share anytime at the option of SSSIG. In December
2018, SSSIG had advanced approximately $1,000,000 towards the
convertible note, and the remaining amount is expected to be
received in 2019.

                        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 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 INC: Will Acquire 51% Stake in Malaysia's Tree Motion
----------------------------------------------------------------
Ideanomics has signed an agreement to acquire 51% of Malaysian's
Tree Motion Sdn. Bhd., the exclusive sales and distribution arm of
Treeletrik which owns the 90 plus years balance on 99-yr rights for
1sq Km of land in MCKIP.  Additionally, in a separate deal,
Ideanomics will acquire 11.22% of its parent company, Tree
Manufacturing Sdn. Bhd.  The combination of the Fintech and
Greentech businesses is seen as a natural extension to Ideanomics'
objectives of large-scale deal origination and cutting-edge
innovation.  The combined organization hopes to accelerate the
adoptability and affordability of EV production, extending
Treeletrik's range of vehicles from EV mopeds and bikes into a full
range of vehicles including EV Buses, Trucks, Cars, and Light Rail
into the 650 Million population ASEAN region including countries
such as Malaysia, Cambodia, Philippines, Myanmar, Indonesia, Laos,
Singapore, and Brunei.

Treeletrik is the only licensed EV manufacturer in Malaysia, for
all electric powered vehicles in Malaysia, with extensive
relationships in both the public and private sector including
exclusive supplier agreements with the Malaysian government,
Malaysian Police, and regional operators for up to 60,000 EV buses
and 100 Million EV bikes and mopeds into ASEAN countries, as part
of an estimated $6-7 Billion USD equivalent of Malaysian and ASEAN
market.  Treeletrik shareholders include the Royal Family of
Malaysia, and other prominent Malaysian business leaders including
Dato' Thor Chin Keong, Yap Min Foh, Dato' Majid Manjit Bin
Abdullah, Shariful Kamal Bin Shaharuddin, Chan Hau Kong, and Ms
Mizoguchi AI.

"This is an exciting time for the Electric Vehicle industry, with
the world's major energy companies making continuing investments in
grid edge technologies that will supply tomorrow's power needs for
the EV industry in both commercial and residential markets. That's
paving the way for mainstream adoption of electric vehicles of all
types, from buses and specialty vehicles, through to bikes and
mopeds," said Dr. Bruno Wu.  "Malaysia is at the forefront of EV
technology manufacturing in ASEAN countries, and we see this as an
investment in our future that will benefit both shareholders and
the environment.  Our ability to bring the world's leading EV Bus
and specialty vehicle technology to Malaysia, coupled with our
ability to generate large-scale deal origination in the financing
sector, has led us to move strategically into securing ownership in
the licensing, sales and distribution side of the business,
enabling Ideanomics to participate fully in the high-growth EV
market.  This also positions Malaysia as a leader in cutting edge
innovation and technology."

"We're extremely excited to partner with the teams at Tree
Manufacturing and Treeletrik who have been at the forefront of
transforming Malaysia's dependency on gas-fueled motor transport
into electric-powered vehicles.  We are looking forward to helping
them expand their business into a full range of transportation
options, from public transportation to municipal-use vehicles,"
said Alf Poor, CEO of Ideanomics.  "This deal sees our expertise
expand from financial enablement into the full cycle of EV
enablement.  It's a very strategic piece of the puzzle for our
organization, as we expand our innovation-based growth strategy
into areas of hyper-growth and profitability."

Ideanomics will acquire 51% of Malaysian's Tree Motion Sdn. Bhd.
the exclusive sales and distribution arm, for a total of 25,500,000
common stock of Ideanomics at US $2.00 per share for a total
$51,000,000.  Separately, Ideanomics will acquire 11.22% of its
parent company, Tree Manufacturing Sdn. Bhd. For a total of
US$25,000,000, which will be a combination of US$620,000 and
US$24,380,000 equivalent of Ideanomics common stock at a value of
US$2.00 per share, for a total of 12,190,000 shares.  Both
agreements are subject to customary closing conditions and due
dilligence, including any required regulatory and shareholder
approvals in the United States and Malaysia.  These deals is
expected to close in the first half of 2019.  Treeletrik will
continue to service its existing obligations, with Ideanomics
currently pursuing large-scale opportunities for Treeletrik to move
fully into a diverse EV vehicle offering for the public and private
sectors in Malaysia and around the world.

This agreement allows Ideanomics to apply its current Greentech
offerings and model for Chinese operations into other ASEAN
countries.  The Company's model includes a combination of
manufacture financing, Asset Backed Securitization (ABS), operator
management, and post sales services ranging from after-market
electricity supply and battery charging stations, data information
services, advertising and more.

                       About Treeletrik

Treeletrik is the first company to bring a true electric bike to
Malaysia, pioneering a new way of mobility.  Its 100% eco-bikes are
cleaner, safer, more advanced and affordable with minimal
maintenance, delivering long-term cost savings while improving the
quality of life and the environment.  Visit
http://www.treeletrik.comfor more information.

                        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 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.


ILLINOIS STAR: Ongoing Adversary Litigation Delays Filing of Plan
-----------------------------------------------------------------
Illinois Star Centre, LLC requests the U.S. Bankruptcy Court for
the Southern District of Illinois that its Plan Filing Deadline and
Plan Filing Exclusive Period be extended through and including May
8, 2019 and that its Plan Acceptance Exclusive Period be extended
through and including Aug 5, 2019.

As the Court is aware, the Debtor's case was filed so that it could
obtain finality as to the alleged claims of The City of Marion
through the adversary proceeding commenced by Debtor on July 10,
2017. The City of Marion filed a motion to dismiss the Adversary
Case, and after the disqualification and substitution of counsel by
The City of Marion, the motion to dismiss was taken up for hearing
on May 8, 2018. The motion was granted, however, the Debtor was
granted until July 9, 2018 to file an amended complaint against The
City of Marion.

The Debtor has since filed its Second Amended Complaint against The
City of Marion, and the City of Marion has filed its Answer to the
Second Amended Complaint. The adversary was set for a pre-trial
conference on Jan. 8, 2019 that was continued to March 28, 2019.
The Debtor is hopeful that the adversary can proceed forward
expeditiously which will provide the Debtor with guidance for its
Chapter 11 Plan.

Given the Debtor's ongoing litigation with its largest potential
creditor in the Adversary, the Debtor submits that it would be
reasonable to allow the Debtor an extension of the Exclusive
Periods. Moreover, the Debtor submits that it remains committed to
moving its case towards a resolution through a Chapter 11 plan or
sale process as evidenced by its retention of a broker to sell its
facility who is actively marketing the property.

                   About Illinois Star Centre

Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion.  The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.

Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017.  In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liabilities.

The case is assigned to Judge Laura K. Grandy.

Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel.  The Debtor tapped
Vista Properties and Investments to assist in the marketing and
sale of its real estate located at 3000 DeYoung, Marion, Illinois.

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


IMERYS TALC: Future Claimants' Representative Hires Counsel
-----------------------------------------------------------
James L. Patton, Jr., the proposed legal representative for future
personal injury claimants of Imerys Talc America, Inc., and its
debtor-affiliates, seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Young Conaway Stargatt &
Taylor, LLP, as attorney to the Future Claimants' Representative.

The Future Claimants' Representative requires Young Conaway to:

   (a) provide legal advice with respect to the Future Claimants'
       Representative's powers and duties as Future Claimants'
       Representative for the Future Claimants;

   (b) take any and all actions necessary to protect and maximize
       the value of the Debtors' estates for the purpose of
       making distributions to Future Claimants and to represent
       the Future Claimants' Representative in connection with
       negotiating, formulating, drafting, confirming and
       implementing a plans of reorganization, and performing
       such other functions as are set forth in section 1103(c)
       of the Bankruptcy Code or as are reasonably necessary to
       effectively represent the interests of the Future
       Claimants;

   (c) appear on behalf of the Future Claimants' Representative
       at hearings, proceedings before the Court, and meetings
       and other proceedings in these Chapter 11 Cases, as
       appropriate;

   (d) prepare and file, on behalf of the Future Claimants'
       Representative, all applications, motions, objections,
       answers, orders, reports, and other legal papers as may be
       necessary and as may be authorized by the Future
       Claimants' Representative in connection with these cases;

   (e) represent and advise the Future Claimants' Representative
       with respect to any contested matter, adversary
       proceeding, lawsuit or other proceeding in which the
       Future Claimants' Representative may become a party or
       otherwise appear in connection with these Chapter 11
       Cases; and

   (f) perform any other legal services and other support
       requested by the Future Claimants' Representative in
       connection with these cases.

Young Conaway will be paid at these hourly rates:

     Robert S. Brady, Partner          $975
     Edwin J. Harron, Partner          $905
     Sharon M. Zieg, Partner           $785
     Sara Beth A.R. Kohut, Counsel     $600
     Casey S. Cathcart, Paralegal      $285
     Lisa M. Eden, Paralegal           $285

The Debtors provided to Young Conaway a retainer of $250,000 to pay
the pre-petition fees and expenses of the Future Claimants'
Representative and Young Conaway incurred while conducting due
diligence of the Debtors and their talc-related personal injury
claims. After reconciling, the balance of the retainer remaining is
$233,970.19 as of the Petition Date.

Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

Edwin J. Harron, partner of Young Conaway Stargatt & Taylor, 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.

Young Conaway can be reached at:

     Edwin J. Harron, Esq.
     Robert S. Brady, Esq.
     Sharon M. Zieg, Esq.
     Sara Beth A.R. Kohut, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     1000 North King Street
     Wilmington, DE 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253
     E-mail: eharron@ycst.com
             rbrady@ycst.com
             szieg@ycst.com
             skohut@ycst.com

              About Imerys Talc America, Inc.

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

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

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

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.



IMERYS TALC: Future Claimants' Representative Hires Counsel
-----------------------------------------------------------
James L. Patton, Jr., the proposed legal representative for future
personal injury claimants of Imerys Talc America, Inc., and its
debtor-affiliates, seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Ankura Consulting Group,
LLC, as claims evaluation and financial valuation consultant to the
Future Claimants' Representative.

The Future Claimants' Representative requires Ankura to:

   a. estimate the number and value of present and future talc
      personal injury claims;

   b. develop claims procedures to be used in the development of
      financial models of payments and assets of a claims
      resolution  trust;

   c. analyze and respond to issues relating to draft trust
      distribution procedures;

   d. analyze and respond to issues relating to providing notice
      to personal injury claimants and reviewing such notice
      procedures;

   e. analyze and advise on financial matters, such as valuation
      of the Debtors;

   f. analyze insurance coverage and related issues;

   g. provide expert testimony and reports related to the
      foregoing and assist the Future Claimants' Representative
      in preparing and evaluating reports and testimony by other
      experts and consultants; and

   h. provide such other consulting services as may be requested
      by the Future Claimants' Representative.

Ankura will be paid at these hourly rates:

     Senior Managing Directors        $550–$750
     Managing Directors               $450–$550
     Senior Directors                 $350–$450
     Directors                        $275–$350
     Associates                       $150–$275

As described in the FCR Appointment Motion, the Debtors provided to
Ankura a retainer of $150,000 to pay the prepetition fees and
expenses Ankura incurred while conducting due diligence of the
Debtors, their talc-related personal injury claims, and financial
posture. After reconciling, the balance of the retainer remaining
is $150,000 as of the Petition Date.

Ankura will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Thomas Vasquez, Ph.D., a senior managing director of Ankura
Consulting Group, 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.

Ankura can be reached at:

     Dr. Thomas Vasquez
     ANKURA CONSULTING GROUP, LLC
     1220 19th Street, NW, Suite 700
     Washington, DC 20036
     Tel: (202) 797-1111

                     About Imerys Talc America

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

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

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

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.



IMERYS TALC: Hires Latham & Watkins as Bankruptcy Counsel
---------------------------------------------------------
Imerys Talc America, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Latham & Watkins LLP, as bankruptcy counsel to the Debtors.

Imerys Talc requires Latham & Watkins to:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   b. attend meetings and negotiate with representatives of
      creditors, interest holders, and other parties in interest;

   c. analyze proofs of claim filed against the Debtors and
      potential objections to such claims;

   d. analyze executory contracts and unexpired leases and
      potential assumptions, assignments, or rejections of such
      contracts and leases;

   e. take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors, and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      involved, including objections to claims filed against the
      estates;

   f. prepare motions, applications, answers, orders, reports,
      and papers necessary to the administration of the Debtors'
      estates;

   g. take necessary action on behalf of the Debtors to
      negotiate, prepare, and obtain approval of a disclosure
      statement and confirmation of a plan of reorganization;

   h. advise the Debtors in connection with any potential sale of
      assets or stock and taking necessary action to guide the
      Debtors through such potential sale;

   i. appear before this Court or any Appellate Courts and
      protect the interests of the Debtors' estates before those
      Courts and the U.S. Trustee for the District of Delaware;

   j. advise on corporate, litigation, environmental, finance,
      tax, employee benefits, and other legal matters; and

   k. perform all other necessary legal services for the Debtors
      in connection with the Chapter 11 Cases.

Latham & Watkins will be paid at these hourly rates:

     Partners                 $1,050 to $1,530
     Counsels                 $1,035 to $1,420
     Associates                 $595 to $1,135
     Paraprofessionals          $235 to $765

The Debtors paid Latham & Watkins a total of $5,171,044 during the
90-day period prior to the Debtors' bankruptcy filing.

Latham & Watkins will also be reimbursed for reasonable
out-of-pocket expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

     a. Latham & Watkins did not agree to any variations from, or
        alternatives to, its standard or customary billing
        arrangements for comparable chapter 11 reorganizations in
        its postpetition representation of the Debtors in the
        Chapter 11 Cases.

     b. The hourly rates of Latham & Watkins professionals
        representing the Debtors are consistent with the rates
        that Latham & Watkins charges other chapter 11 clients,
        regardless of the geographic location of the chapter 11
        case.

     c. The billing rates and material financial terms of Latham
        & Watkins's prepetition engagement by the Debtors are as
        set forth in herein and in the Application. Such billing
        rates and material financial terms have not changed
        postpetition.

     d. Latham & Watkins, in conjunction with the Debtors, has
        developed a staffing plan and is developing a prospective
        budget for the Chapter 11 Cases for the period from the
        Petition Date through approximately April 15, 2019.

Latham & Watkins, partner of Latham & Watkins 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/its
estates.

Latham & Watkins can be reached at:

     Jeffrey E. Bjork, Esq.
     Helena G. Tseregounis, Esq.
     LATHAM & WATKINS LLP
     355 South Grand Avenue, Suite 100
     Los Angeles, CA 90071-1560
     Tel: (213) 485-1234
     Fax: (213) 891-8763
     E-mail: jeff.bjork@lw.com
             helena.tseregounis@lw.com

                     About Imerys Talc America

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

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

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

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.



IMERYS TALC: Hires Richards Layton as Bankruptcy Co-Counsel
-----------------------------------------------------------
Imerys Talc America, Inc., and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards Layton & Finger, P.A., as bankruptcy
co-counsel to the Debtors.

Imerys Talc requires Richards Layton to:

   a) assist in preparing all petitions, motions, applications,
      orders, reports, and papers necessary or desirable to
      commence one or more cases under the Bankruptcy Code;

   b) advise the Debtors of their rights, powers, and duties as
      debtors and debtors in possession under chapter 11 of the
      Bankruptcy Code;

   c) take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   d) assist in preparing on behalf of the Debtors all motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors' estates;

   e) assist in preparing on behalf of the Debtors all motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors' estate;

   f) assist in preparing a disclosure statement and any related
      documents and pleadings necessary to solicit votes on any
      plan of reorganization proposed by the Debtors;

   g) prosecute on behalf of the Debtors any proposed plan and
      seeking approval of all transactions contemplated therein
      and in any amendments thereto; and

   h) perform all other necessary legal services in connection
      with the prosecution of these chapter 11 cases.

Richards Layton will be paid at these hourly rates:

     Directors                    $700-$975
     Counsel                      $635-$650
     Associates                   $350-$600
     Paraprofessionals            $265

Prior to the Petition Date, the Debtors paid Richards Layton a
total retainer of $367,417.99, consisting of an initial retainer of
$100,000 and a supplemental retainer of $267,417.99. On February 6,
2019, Richards Layton drew down $67,417.99 of its initial retainer
in satisfaction of two outstanding invoices. Prior to the Petition
Date, Richards Layton drew down the remaining $300,000 of its
Retainer.

Richards Layton will also be reimbursed for reasonable
out-of-pocket expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   a) Richards Layton did not agree to any variations from, or
      alternatives to, its standard or customary billing
      arrangements for this engagement;

   b) None of Richards Layton's professionals included in this
      engagement have varied their rate based on the geographic
      location for these chapter 11 cases;

   c) Richards Layton has represented the Debtors since November
      2018. Other than the periodic adjustments described above,
      the billing rates and material financial terms of Richards
      Layton's engagement have not changed postpetition from
      the prepetition arrangement; and

   d) Richards Layton, in conjunction with the Debtors and
      Latham, is developing a prospective budget and staffing
      plan for these chapter 11 cases.

Mark D. Collins, partner of Richards Layton & Finger, 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 Debtors and their estates.

Richards Layton can be reached at:

     Mark D. Collins, Esq.
     Michael J. Merchant, Esq.
     Amanda R. Steele, Esq.
     Brett M. Haywood, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     920 North King Street
     Wilmington, DE 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701
     E-mail: collins@rlf.com
             merchant@rlf.com
             steele@rlf.com
             haywood@rlf.com

              About Imerys Talc America, Inc.

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

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

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

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.



INVERSIONES CARIBE: Seeks Authorization on Cash Collateral Use
--------------------------------------------------------------
Inversiones Caribe Delta, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to use cash
collateral in the ordinary course of its business.

The Debtor intends to use cash collateral comprised of funds
received from the operation of its business to cover preservation
and operating expenses of the business and expenses related to the
reorganization process.

The Debtor opposes the Motion to Prohibit Use of Cash Collateral
filed by Condado 2, LLC since any and all cash collateral rights
that Condado may have had with respect to the Debtor were limited
to the amount of $10,518 in 2015.

Prior to its bankruptcy filing, the debtor and Preserba held
numerous financial facilities with Firstbank Puerto Rico, which
were thereafter transferred to Condado. Likewise, prior to Petition
Date, Condado filed complaints against the Debtor and Preserba
before the state court in the cases styled (i) Condado 2, LLC v.
Inversiones Caribe Delta, Inc., et al., Case No.: D CD 2016-1163
(503), claiming the payment in the amount of $3,746,745.27, and
(ii) Condado 2, LLC v. Preserba Compania de Desarrollo, Inc., et
al., Case No.: B PE2015-0011 (002), claiming the payment in the
amount of $6,154,498.64. These cases were related in as much as
there were cross guarantees provided under the loan agreements.

In order to end the litigation and the disputes among them, the
Debtor, Preserba and Condado resolved both cases through a Global
Settlement Transaction. The Settlement Transaction considered
reduction of the original amounts claimed under the loans of both
debts to a global discounted pay-off balance of $8.2 million. This
discounted pay-off payment was in full settlement of all claims to
be paid by the Debtor and Preserba.

Payment to Condado under the terms of the Settlement Transaction
was to be achieved through (i) the sale of certain tax credits of
Preserba, (ii) the sale of the Preserba's real estate property, and
(iii) the sale and/or refinancing of Debtor's property. Also, the
Parties agreed that Condado would receive the assigned rents up to
the amount of $10,518 from the real property owned by the Debtor.
It was specifically stipulated in the Settlement Transaction that
the remainder of the rents would be received by the Debtor.

The state court entered Judgments approving the Settlement Motion
in each of the cases. It is undisputed that the terms of the
agreement contained in the Settlement Motion did not preserve
Condado's lien over the rents of Debtor's real estate property in
excess of $10,518, therefore, releasing all excess liens in favor
of the Debtor. Therefore, the Debtor asks the Court deny Condado's
request to prohibit the use of the alleged cash collateral and for
the sequestration of the rents of the Debtor.

On the contrary, the Debtor seeks authority to use cash collateral
and proposes to grant Condado replacement liens on the same type of
post-petition property of the estate against which Condado held
liens as of the Petition Date -- specifically the rents received up
to the amount of $10,518 as per the Settlement Judgment of 2015. In
addition, the Debtor will make monthly payments in the amount of
$6,700 to be applied to the pre-petition secured debt with Condado
as adequate protection to Condado.

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

               http://bankrupt.com/misc/prb19-00388-30.pdf

                      About Inversiones Caribe

Inversiones Caribe owns a parcel of land located in Barrio
Higuillar Dorado, Puerto Rico having an appraised value of $6
million and a commercial property in Ponce Puerto Rico value at
$1.40 million.

Inversiones Caribe Delta, Inc. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 19-00388) on Jan. 29, 2019.  In the petition signed
by Carlos F. Muratti, president, the Debtor disclosed $7,415,061 in
assets and $3,619,549 in liabilities.  The case is assigned to
Judge Brian K. Tester.  Carmen D. Conde Torres, Esq., at C. Conde &
Assoc., is the Debtor's counsel.


JOE BOOKS: Seeks Protection Under BIA Proceedings
-------------------------------------------------
Joe Books Ltd. filed an assignment pursuant to section 49(1) of the
Bankruptcy and Insolvency Act.

FTI Consulting Canada Inc., was appointed as trustee by the
Official Receiver; subject to affirmation by the creditors at the
First Meeting of Creditors which will be held on March 20, 2019 at
11:00 a.m., at:

   FTI Consulting Canada Inc.
   TD Waterhouse Tower
   79 Wellington St. West, Suite 2010
   Toronto, ON M5K 1G8
   Tel: 416 649 8048
        855 649 8048 (Toll-Free)
   Fax: 416 649 8101
   Email: joebooks@fticonsulting.com

Joe Books Ltd. -- https://joebooks.com/ -- is a Canadian comic book
publisher based in Toronto, Ontario.


JOHN FITZGIBBON: Fitch Cuts Rating on $8.7MM Refunding Bonds to B
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'B' from 'BB+' the Issuer Default
Rating (IDR) and revenue bond rating on the following bonds issued
by Saline County Industrial Development Authority, MO issued on
behalf of John Fitzgibbon Memorial Hospital (JFMH).

  -- $8.77 million health facilities refunding bonds, series 2010.

The bonds have been removed from Rating Watch Negative. The Rating
Outlook is Negative.

SECURITY

The bonds are secured by a pledge on gross revenues, a mortgage on
certain hospital and nursing home property, and a debt service
reserve fund.

ANALYTICAL CONCLUSION

The downgrade to 'B' from 'BB+' reflects Fitch's view that material
default risk is present, with a very limited margin of safety as a
result of JFMH's weakened financial profile, with continued
operating losses over the last several years and a debt service
coverage ratio (DSCR) violation in 2018. JFMH produced very poor
maximum annual debt service (MADS) coverage of (0.1x) in fiscal
2018. Operational pressures are partly related to an Electronic
Accounting (EA) system and Electronic Medical Record (EMR) system
conversion which began in the fall of 2017 and was completed in
2018. As a result, JFMH's liquidity and net leverage position
rapidly declined. Fitch believes that given the payor mix, lack of
population growth, and periodic physician turnover and absence, it
will be challenging for the hospital to rebuild its balance sheet
even after improvements to operating income levels.

The Negative Outlook reflects Fitch's expectation based on nine
month interims ended Jan. 31, 2019 that the DSCR will again fall
below 1.0x in fiscal 2019 (year-end April) and that significant
pressures to operational stability remain. Bondholder remedies
include the potential acceleration of principal for the outstanding
bonds. Although the DSCR will be below 1.0x for two consecutive
years, JFMH did engage a consultant, but has not requested a
forbearance agreement, in accordance with the hospital's
interpretation of its documents. The downgrade to 'B' incorporates
the increased risk of bondholder options in light of the
anticipated second covenant breach.

KEY RATING DRIVERS

Revenue Defensibility: 'bbb'; Leading Market Share in Challenged
Service Area

JFMH's revenue defensibility is midrange, primarily supported by a
market position that is more than double its leading competitor.
JFMH secures a leading market share at 45% with its nearest
competitor at 18%. Payor mix is midrange as Medicaid and self-pay
accounted for 24% of gross revenues in 2018. However, the service
area is supported by only modest demographics and economic factors,
which has contributed to an uptick in self-pay over the last four
fiscal years and relatively flat volume growth

Operating Risk: 'b'; Weakened Operating Performance

JFMH's operating risk profile is weak. JFMH has generated operating
losses in the last three fiscal years and revenues have decreased
due to issues related to physician turnover, high costs from agency
labor, high claims associated with self-funded health insurance
benefits and a challenging EA/EMR implementation that caused a
considerable increase in JFMH's accounts receivable. As a result of
JFMH's net operating loss in 2018, the organization fell below the
historical MADS coverage covenant of 1.25x and engaged a consultant
to provide recommendations for operational improvement.

Financial Profile: 'b'; Weak Financial Profile

JFMH's financial profile is assessed as weak, as demonstrated by
Fitch's scenario analysis there is limited financial flexibility to
navigate adverse economic conditions at this time. Net leverage
ratios have declined over the last three fiscal years as a result
of operational pressures and a challenging information technology
(IT) implementation. Additionally, unrestricted liquidity balances
have declined over the last few years as evidenced by cash to
adjusted debt equating just 50% at Jan. 31, 2019, compared to 103%
at fiscal year-end 2016.

Asymmetric Additional Risk Considerations

No additional asymmetric factors were applied in this rating
determination, given the current rating revision to 'B'.

RATING SENSITIVITIES

Negative Outlook Reflects Ongoing Challenges: JFMH is not expected
to meet its DSCR covenant for fiscal 2019 based on nine month
interim financial results (unaudited results through Jan. 31,
2019). Further negative rating action would occur if financial
performance does not improve or if liquidity does not stabilize and
begin to show improvement. Longer term stability at the current or
higher rating will require consistent and profitable operations,
combined with demonstrable balance sheet improvement.

CREDIT PROFILE

JFMH is a 60-licensed-bed hospital located in Saline County, MO,
approximately 80 miles east of Kansas City. Operations also include
a 99-bed skilled nursing facility and several rural health clinics.
Total revenues in fiscal 2018 were $54.4 million. Fitch reviews and
cites consolidated financial data, and the consolidated entity
currently comprises the obligated group.

Revenue Defensibility

JFMH's payor mix consists of Medicaid and self-pay accounting for
24% of gross revenues in fiscal 2018. The payor mix reflects modest
overall service area characteristics. Self-pay has averaged
approximately 8% over the last four fiscal years as Missouri did
not expand Medicaid under the affordable care act. In addition,
JFMH has somewhat of a high reliance on governmental payors with
Medicare and Medicaid accounting for 63% of gross revenue, while
commercial and managed care payors account for just 27%. Blue Cross
Blue Shield (BCBS) of Kansas City accounted for 50% of JFMH's
commercial and managed care revenue.

In 2018, JFMH lost their disproportionate share hospital status for
the 340(b) pharmacy program, which impacted the cost of some cancer
specific related drugs. However, JFMH was able to regain the status
as of January 2019.

JFMH is a standalone hospital in Saline County, MO and maintained a
leading inpatient market share position of 45% within its primary
service area in 2018, which is more than double its nearest
competitor. The hospital retains the area's lower acuity services
while higher acuity cases go to either of the two closest
competitors; Boone Hospital (rated A-/Negative) and University of
Missouri Hospital. Both are about 60 miles from JFMH.

The primary service area (PSA) for JFMH is within Saline County,
MO. The socioeconomic indicators are generally modest. The PSA's
unemployment rate is in-line with national and state averages,
population trends in the county have declined over the last five
years. Wealth levels as measured by median household income are
below state and national averages and poverty rates are somewhat
above the averages as well. Current service area conditions have
contributed to an increase in self-pay patient volumes.

Operating Risk

JFMH's operating performance has been pressured over the last three
fiscal years as evidenced by operating EBITDA and EBITDA margins
averaging 2.1% and 3.1%, respectively, compared to an average of
9.4% and 10% for fiscal years 2013 through 2015. JFMH's operating
performance has been affected by issues including a slower than
expected ramp-up of surgical volumes after JFMH recruited a
replacement orthopedic surgeon, as well as several unfavorable
health insurance claims (JFMH self-insures for its own employees).
Fiscal 2017's operating performance also reflects disruption in the
OB/GYN service line, expenses related to an IT upgrade that cannot
be capitalized, and an unexpected $1 million loss at JFMH's skilled
nursing center.

Operations remained pressured in 2018 as JFMH suffered an operating
loss of approximately $4.5 million. Operational pressures in 2018
included the disruptive IT conversion, revenue contraction across
several service lines, higher agency costs due to nursing
recruitment challenges, higher than budgeted self-insurance claims,
loss of disproportionate share hospital (DSH) status for the 340(b)
pharmacy program and an increase in self-pay patients.

JFMH breached its DSCR covenant of 1.25x for fiscal 2018, falling
below 1.0x to (0.1x). As a result of this non-compliance, the
hospital engaged a consultant to complete a revenue cycle
assessment focusing on the hospital's IT implementation and post
implementation strategy to improve collection of outstanding
accounts receivable (97 days as of January 2019), and to provide
JFMH with recommendations for increasing its DSCR to the required
level. Days in current liabilities also increased to 64 days as the
hospital has delayed certain vendor payments.

Additionally, there has been a consultant review of the operations
of JFMH's surgery and ambulatory care departments to assess
throughput, operational efficiency and charge capture. JFMH expects
that the operating room and revenue cycle consultant
recommendations will be available later in March. The
labor/productivity recommendations are expected to available in the
next couple of months. Management represents that the consultant
engagement cures the covenant breach and JFMH is not seeking a
forbearance agreement or waiver at this time.

Through nine months into fiscal 2019 (January) operational
challenges continue as evidenced by operating EBITDA and EBITDA
margins of -0.5% and 0.2%, respectively, which have resulted in an
operating loss of about $3.5 million year to date. It is Fitch's
expectation that JFMH will not meet their DSCR covenant in fiscal
2019.

Fitch expects JFMH's capital needs remain low over the near future
as no capital projects are planned and JFMH main focus will be on
improving operations. Average age of plant for the facility was an
elevated 14.5 years as of 2018. In recent years, JFMH completed a
purchase of a medical office building. In fiscal 2017 and 2018,
capital expenditures averaged approximately 106% of depreciation
and included an IT upgrade to both the electronic accounting system
and EMR system. The increasing average age of plant and lack of
consistent capital reinvestment presents a credit concern over the
longer term.

Financial Profile

JFMH's net leverage profile has declined over the last three fiscal
years, with cash to adjusted debt falling to 50% (Jan. 31, 2019)
from 103.3% in fiscal 2016. The weakened leverage metrics have been
due to operational and revenue pressures as well as an unexpectedly
challenging EMR and accounting system IT implementation.
Unrestricted cash and investments have decreased to $8.7 million
from $21.3 million in 2016.

As per Fitch's U.S. Not-For-Profit Hospitals and Health Systems
rating criteria (dated Feb. 4, 2019), for an issuer with a base
case financial profile indicating little capacity to navigate
adverse economic conditions and a rating in the 'B' category or
lower, Fitch will use the base case as the rating case, which Fitch
refers to as its scenario analysis.

Fitch's forward looking scenario analysis equates operating EBITDA
and EBITDA margins to average about 4.7% and 4.8%, respectively,
for years 2020-2024. Additionally, Fitch has included some cash
recovery in 2020 as JFMH works on collecting and decreasing their
elevated days in accounts receivable. For fiscal years 2020-2024,
Fitch's scenario analysis estimated capital expenditures to be
about 65% of depreciation as JFMH primarily focuses efforts on
operational improvement and no additional capital projects are
expected at this time. By year five of the scenario analysis, cash
to adjusted debt and net adjusted debt to adjusted EBITDA are
approximately 40% and 2.9x, respectively.

Asymmetric Additional Risk Considerations

No additional asymmetric additional risk considerations were
applied in this rating determination, given the current rating
revision to 'B'. JFMH has crossed several asymmetric risk
thresholds, including debt service coverage below what is required
by covenant, a days' cash on hand minimum level per Fitch criteria
of 75 days. In addition, Fitch has experienced qualitative data
issues in terms of timing and detail. Fitch feels that all of these
asymmetric risks are fully incorporated into the current rating
revision to 'B', at this time.

Day's cash on hand (DCOH) totaled 59 days as of Jan. 30, 2019,
which has been maintained from fiscal 2018; however, days in
current liabilities increased to about 64 days, which is higher
than historical levels of about 45 days. DCOH covenant levels
require at least 30 days.

At April 30, 2018, JFMH had $20.2 million in total debt, which is
almost all fixed-rate. Total debt includes $8.8 million in 2010
bonds, $6.9 million in series 2016 bonds which are privately held
debt, a $1.7 million variable-rate loan (used to purchase a medical
office building) and $3.2 million in a fully collateralized note
payable (which is included in unrestricted cash and investments).
JFMH has no swaps and no defined benefit pension obligation.


JUSTICE FARMS: April 2 Disclosure Statement Approval Hearing
------------------------------------------------------------
Bankruptcy Judge Marian F. Harrison is set to hold a hearing on
April 2, 2019 at 9:00 a.m. to consider approval of Justice Farms,
LLC's disclosure statement dated Feb. 28, 2019.

March 29, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.

                    About Justice Farms

Justice Farms, LLC, is a privately held company in Ashland City,
Tennessee engaged in the business of crop planting.  The Company is
the fee simple owner of house, outbuildings and farmland on 79
acres property located at 1724 Neptune Road, Ashland City, TN,
37015 valued by the company at $250,000.  Justice Farms' gross
revenue amounted to $1.4 million in 2016 and $825,615 in 2017.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Tenn. Case No. 18-00064) on Jan. 4, 2018, disclosing $950,610 in
total assets and $1.26 million in total liabilities.  The petition
was signed by John Justice, managing member.

Judge Marian F Harrison presides over the case.

Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz serves as the
Debtor's bankruptcy counsel.


KINNEY FARMS: Seeks to Hire Scott W. Spradley as Attorney
---------------------------------------------------------
Kinney Farms, Inc., seeks authority from the U.S. Bankruptcy Court
for the Middle District of Florida to employ the Law Offices of
Scott W. Spradley, P.A., as attorney to the Debtor.

Kinney Farms requires Scott W. Spradley to assist and provide legal
services to the Debtors in relation to the Chapter 11 bankruptcy
proceedings.

Scott W. Spradley will be paid at the hourly rate of $300.

Scott W. Spradley will be paid a retainer in the amount of
$20,000.

Scott W. Spradley will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Scott W. Spradley, partner of the Law Offices of Scott W. Spradley,
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.

Scott W. Spradley can be reached at:

     Scott W. Spradley, Esq.
     LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
     P.O. Box 1
     109 South 5th Street
     Flagler Beach, FL 32136
     Tel: (386) 693-4935
     Fax: (386) 693-4937
     E-mail: scott@flaglerbeachlaw.com
             scott.spradley@flaglerbeachlaw.com

                       About Kinney Farms

Kinney Farms, Inc. is a Bunnell, Florida-based privately held
company in the agricultural industry.

Kinney Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-04194) on Nov. 30, 2018.  At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  The case is
assigned to Judge Paul M. Glenn.  The Debtor tapped the Law Offices
of Scott W. Spradley, P.A. as its legal counsel.



KOI DESIGN: Hires Broadway Advisors as Financial Advisor
--------------------------------------------------------
Koi Design LLC, seeks authority from the U.S. Bankruptcy Court for
the Central District of California to employ Broadway Advisors,
LLC, as financial advisor to the Debtor.

Koi Design requires Broadway Advisors to:

   a) work collaboratively with the Debtor's senior management
      team in evaluating and implementing strategic and tactical
      options through the restructuring process;

   b) assist the Debtor in preparing and maintaining cash flow
      projections and other related financing documents
      acceptable to the Court and Wells Fargo, the Debtor's
      prepetition secured lender;

   c) assist the Debtor in preparing reports and other compliance
      acceptable to the Court and the U.S. Trustee, including but
      not limited to Monthly Operating Reports;

   d) assist the Debtor and in its management with any financial
      and compliance documents typical in a chapter 11 bankruptcy
      case;

   e) comply with Wells Fargo's request that the Debtor have
      financial advisory assistance during the court of this
      case; and

   f) engage in such other financial and administrative
      activities as needed throughout the bankruptcy case.

Broadway Advisors will be paid at these hourly rates:

     Alfred M. Masse, Principal                 $450
     Leticia T. Lujan, Consultant               $325
     Michael Schwartzman, Managing Director,    $400

Broadway Advisors will be paid a monthly retainer in the amount of
$15,000.

Broadway Advisors will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Alfred M. Masse, partner of Broadway Advisors, LLC, 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.

Broadway Advisors can be reached at:

     Alfred M. Masse
     BROADWAY ADVISORS, LLC
     511 30th St.
     Newport Beach, CA 92663
     Tel: (949) 673-0855

                        About Koi Design

Koi Design LLC -- https://www.koihappiness.com/ -- is an
independently-owned, woman-run company engaged in wholesale
distribution of women's and men's clothing and accessories.

Koi Design, a California limited liability company, filed a
voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10762)
on Jan. 25, 2019. In the petition signed by Kathy Peterson,
president and managing member, the Debtor estimated $10 million to
$50 million in both assets and liabilities. The case has been
assigned to Judge Neil W. Bason. Jessica L. Bagdanov, Esq., at
Brutzkus Gubner Rozansky Seror Weber LLP, is the Debtor's counsel.
Broadway Advisors, LLC, as financial advisor.



LA CANASTA: Unsecured Creditors to Get 30% Under Plan
-----------------------------------------------------
La Canasta Inc. filed a proposed plan of reorganization and
accompanying disclosure Statement.

Class 4 - All other Unsecured Claims are impaired. The Debtor
scheduled unsecured claims in the total amount of $1,293,218.15,
including unsecured deficiency for PRCI, unsecured CRIM claims and
PREPA. Thereafter, Proofs of Claim have been filed and the Debtor
has reconciled claims in the total amount of $188,815.76. Members
of this class will receive 30% payment of their allowed claims in a
lump sum payment on the 2nd year of the Plan.

Class 2 - Secured CRIM are impaired. This class shall consist of
CRIM's secured claims against the Debtors. These claims refer to
property taxes over all of the Debtors property taxes. Pursuant to
the information provided in the Debtors' Schedules, CRIM is listed
in the total amount of $95,961.07. CRIM's subsequently filed a
Proof of Claim No. 1 listing its secured debt as $95,961.07 over
the Debtor's real estate. This class will receive payment in full
plus interest on the second year of the Plan.

Class 3 - Secured Creditor: PRCI are impaired. This class shall
consist of PRCI's allowed secured claim on account of certain loan
agreements that were issued by and between BPPR and the Debtors.
Thereafter, PRCI acquired the loan from BPPR and has continued to
litigate against the Debtor. The Debtor listed PRCI's claim in
total amount of $2,859,877.78. Pursuant to BPPR's claim in the
previous bankruptcy case secured by a lien over two real estate
properties of the Debtor. Thereafter, PRCI filed secured claim no.
3 in the amount of $3,547,430.64.

Class 5 - Equity Security and/or other Interest Holders. This class
includes all equity and interest holders who are the owners of the
stock of the Debtor. This will not receive distribution under the
plan until all senior classes are paid in full.

Funding of the Plan will be from the sale of real estate properties
and collection of account receivables.

A full-text copy of the Disclosure Statement dated February 28,
2019, is available at https://tinyurl.com/y5zy9a5y from
PacerMonitor.com at no charge.

Based in Caguas, Puerto Rico, La Canasta Inc. is the fee simple
owner of four properties in Caguas, Gurabo, and Juana Diaz, Puerto
Rico having a total current value of $3.84 million.  The Company
filed a Chapter 11 Petition on (Bankr. D.P.R. Case No. 18-06453) on
November 1, 2018, and is represented by Carmen D. Conde Torres,
Esq., in San Juan, Puerto Rico.

At the time of filing, the Debtor had total assets of $3,840,000
and total liabilities of $4,214,778.  The petition was signed by
Ricardo Rivera Irizarry, sub administrator.

The Company previously sought bankruptcy protection on Nov. 26,
2014 (Bankr. D. P.R. Case No. 14-09826).


LINTON VETERINARY: Judge Signs Final Agreed Cash Collateral Order
-----------------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee has inked his approval to a final
agreed order authorizing Linton Veterinary Services, PLLC to use
cash collateral.

The Debtor may spend up to a maximum of 115% of the total amount of
the expenses reflected on the Budget. The Budget covers the time
period of Feb. 18 through April 30, 2019.  The Debtor is also
authorized to use cash collateral to pay amounts and/or any fees
payable to the Clerk of the Court and to the U.S. Trustee.

Bank of America, N.A. asserts a lien on the Debtor's cash
collateral. The lien of Bank of America is presently believed to be
junior only to certain purchase-money-security interest liens, or
leases, held by another lender on specific equipment. Bank of
America asserts a valid, perfected first-position security interest
in the Debtor's property, including its cash collateral, which
would entitle it to adequate protection for any diminution in the
value of its respective collateral arising from the Debtor's
post-petition use thereof.

The Bank of Nashville, a Division of Synovus Bank (TBON/Synovus)
asserts a lien on Debtor's cash collateral. Any security interest
TBON/Synovus may have with respect to Debtor's assets is junior to
Bank of America's interest.

Bank of America will receive pre-confirmation adequate protection
payments in the amount of $2,355 per month for the months of
February, March and April 2019. The application of such payments is
expressly reserved for the confirmation process or further order of
the Court with respect to collateral valuation and secured status.

Bank of America and TBON/Synovus will receive a replacement
security interest under Section 361(2) of the Bankruptcy Code in
the Debtor's post-petition property and proceeds thereof (excluding
the Debtor's rights under Sections 544, 545, 546, 547, 548, 549,
and 550 of the Bankruptcy Code), to the same extent and priority as
its respective purported security interest in the Debtor's
pre-petition property and the proceeds thereof.

To the extent replacement liens fail to adequately protect Bank of
America or TBON/Synovus, the affected creditor will be entitled to
a superpriority administrative expense claim pursuant to 11 U.S.C.
Section 507(b), in an amount equal to the diminution in value of
such affected creditor's security interest in and liens on the
collateral.

The Debtor will also keep its assets insured by reasonable and
sufficient insurance coverage as required by the terms of the loan
documents executed by the Debtor in favor of Bank of America.

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

              http://bankrupt.com/misc/tnmb19-00278-49.pdf

                   About Linton Veterinary Services

Since 2013, Linton Veterinary Services, PLLC, d/b/a Mill Creek
Animal Hospital, has been a veterinary clinic and provider of
veterinarian services and goods.

Linton Veterinary Services filed a voluntary Chapter 11 petition
(Bankr. M.D. Tenn. Case No. 19-00278) on Jan. 17, 2019.  In the
petition signed its member, Ashley B. Manos, the Debtor disclosed
assets of less than $50,000 and debt of less than $1 million.

The case is assigned to Judge Randal S. Mashburn.  

The Debtor is represented by Niarhos & Waldron, PLC.

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


MC/VC INC: April 26 Plan Confirmation Hearing
---------------------------------------------
The Disclosure Statement explaining MC/VC, INC.; dba Party Place
Cabaret's Chapter 11 Plan is approved.

The Court will conduct a hearing in the Bankruptcy Courtroom, 2nd
Floor, United States Courthouse, 1133 Shoreline Drive, Corpus
Christi, Texas 78401 to consider confirmation of the Plan on April
26, 2019 at 10:00 a.m. (prevailing Central time).  April 19, 2019
at 5:00 p.m. (prevailing Central time) is the deadline for filing
and serving written objections to confirmation of the Plan.

                         About MC/VC Inc.

MC/VC Inc., a closely held corporation operating gentlemen's clubs,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
No. 17-20523) on Dec. 29, 2017. In the petition signed by Teresa
Skaggs, president, the Debtor estimated assets of less than $50,000
and debts of less than less than $1 million.  Ricardo Guerra, Esq.,
at Guerra & Smeberg, PLLC, serves as the Debtor's bankruptcy
counsel.


MICROVISION INC: Director Gorton Won't Seek Re-Election
-------------------------------------------------------
Slade Gorton notified MicroVision, Inc. on March 7, 2019, that he
will not stand for re-election to the Company's board of directors
and will step down when his current term expires at the Company's
2019 annual meeting of shareholders.

                     About MicroVision

Based in Redmond, Washington, MicroVision, Inc. --
http://www.microvision.com/-- is the creator of PicoP scanning
technology, an ultra-miniature laser projection and sensing
solution for mobile consumer electronics, automotive head-up
displays and other applications.  PicoP scanning technology is
based on the Company's patented expertise in micro-electrical
mechanical systems (MEMS), laser diodes, opto-mechanics, and
electronics and how those elements are packaged into a small form
factor, low power scanning engine that can display, interact and
sense, depending on the needs of the application.

MicroVision reported a net loss of $27.25 million for the year
ended Dec. 31, 2018, compared to a net loss of $25.48 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$23.03 million in total assets, $18.91 million in total
liabilities, and $4.11 million in total shareholders' equity.

Moss Adams LLP, in Seattle, Washington, 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 suffered recurring losses from operations and
has an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.


MOUNTAIN DUE: Secured Claim to Get 10-Yr Amortization at 4%
-----------------------------------------------------------
Mountain Due, LLC d/b/a The Melting Pot Bethlehem, filed a first
amended Chapter 11 plan and accompanying disclosure statement.

Class 1. Unsecured Claims. Class 1 consists of Allowed Unsecured
Claims.  Class 1 is Impaired. Class I Claims are estimated at
$1,775,919. This number may increase based upon the deficiency
claim of Class 3, if any, or other pre-petition trade claims which
may be asserted against the Debtor. The Debtor proposes to pay
$25,000 to the holders of Allowed general Unsecured Claims, by
distributing $5,000, annually, on a pro rata basis. The Debtor will
make the first such payment on the Effective Date. The remaining
four annual payments will be made on the first, second, third, and
fourth anniversary of the Effective Date.

Class 2. Interest Holders. The Class 2 Claims are Impaired. Class 2
Claims consist of the holders of interests in the Debtor. All
existing membership interests shall be canceled.

Class 3.  Secured Claim of Firstrust Bank. Class 3 consists of the
secured claim of the Firstrust Bank. The Class 3 Claim is Impaired
under the Plan. The Class 3 Claim is secured by the Debtor's liquor
license, inventory and cash. The collateral securing the Class 3
Claim will be valued by the Court at a Valuation Hearing. The
Debtor submits the value of the  Class 3 collateral is
approximately $200,000.00. The value reached by the Court at the
Valuation Hearing will be the value of the collateral and the
amount of the Class 3 Claim. The Class 3 Secured Claim will be paid
out based upon a ten (10) year principal amortization with interest
accruing at 4% per annum.

Class 4. Secured Claim of the Opportunity Fund. Class 4 consists of
the secured claim of the Opportunity Fund. The Class 4 Claim is
impaired under the Plan. The collateral securing the Class 4 Claim
does not exceed the liens senior to Class 4. The Debtor believes
and therefore submits that no equity exists with regard to the
collateral securing the Class 4 Claim and, consequently, the Class
4 Claim is entirely unsecured and will be treated in Class 1.

The Plan will be funded by ongoing operations of the Debtor,
carried out by existing  management, and the continued efforts of
the Debtor and its management to maximize the Debtor's presence in
its marketplace while striving to keep overhead low as well as a
cash infusion of $20,000 in exchange for 100% of the newly issued
membership interests in the Debtor.

A full-text copy of the First Amended Disclosure Statement dated
March 4, 2019, is available at http://tinyurl.com/y47lxv2gfrom
PacerMonitor.com at no charge.

                 About Bux Due and affiliates

Bux Due, Philly Due and Mountain Due are three separate melting pot
restaurants where guests can enjoy several fondue cooking styles
and a variety of unique entrees, salads, and desserts. LV Gaucho is
a steakhouse restaurant located in Allentown, Pennsylvania.

Mountain Due, Inc., d/b/a The Melting Pot Warrington, and its
affiliates, Bux Due, Inc., LV Gaucho, Inc., and Philly Due, Inc.,
filed Chapter 11 bankruptcy petitions (Bankr. E.D. Pa. Lead Case
No. 18-14420) on July 2, 2018.  The cases are jointly administered.
In the petitions signed by Charles LaRosa, their president, each
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $5 million.  Judge Richard E. Fehling presides over the
case.  The Debtors tapped Ciardi Ciardi & Astin as their legal
counsel.


NEIGHBORHOOD HEALTH: Trustee Hires Auction Advisors as Realtor
--------------------------------------------------------------
Stephen V. Falanga, the Chapter 11 Trustee of Neighborhood Health
Services Corporation, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Integrated Property
Group d/b/a Auction Advisors, as realtor to the Trustee.

The Trustee requires Auction Advisors to market and sell real
property located at 1700-58 Myrtle Ave, Plainfield, NJ 07063.

Auction Advisors will be paid a commission of 6% of the sales
price.

Oren Klein, managing partner of Integrated Property Group d/b/a
Auction Advisors, 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.

Auction Advisors can be reached at:

     Oren Klein
     INTEGRATED PROPERTY GROUP
     D/B/A AUCTION ADVISORS
     1350 Avenue of Americas, 2nd Floor
     New York, NY 10019
     Tel: (800) 862-4348

         About Neighborhood Health Services Corporation

Neighborhood Health Services Corporation sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 15-10277)
on Jan. 7, 2015.  In the petition signed by Siddeeq El Amin,
chairman, board of directors, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million.  Judge Vincent F. Papalia oversees the case. Giordano,
Halleran & Ciesla, P.C. is the Debtor's bankruptcy counsel.



NEOVASC INC: Agrees to Exchange Outstanding Warrants for Shares
---------------------------------------------------------------
Neovasc Inc. has entered into exchange agreements with the holders
of all of its outstanding Series A common share purchase warrants
and Series E common share purchase warrants issued pursuant to the
Company's November 2017 underwritten public offering and concurrent
private placement, respectively.  Pursuant to the Exchange
Agreements, the Company will issue an aggregate of approximately
496,237 common shares of the Company for the surrender and
cancellation of all of the 58,381,846 Warrants outstanding on the
basis of 0.0085 of a Common Share for each Warrant.  Upon
completion of the Exchange, the Company will no longer have any
warrants outstanding from the 2017 Financings.

Fred Colen, CEO of Neovasc, commented, "We are delighted to be able
to continue our stepwise approach to clearing the remaining
elements of the 2017 financings."

The Company is relying upon the exemption set forth in Section
602.1 of the TSX Company Manual for the issuance of Common Shares
under the Exchange, which provides that the Toronto Stock Exchange
will not apply its standards to certain transactions involving
eligible interlisted issuers on a recognized exchange, such as the
Nasdaq Capital Market.

The Exchange is expected to be completed on or about the week of
March 18, 2019, subject to satisfaction of customary closing
conditions.

                         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 restated, the Company's restated
balance sheet as of Sept. 30, 2018, showed US$17.37 million in
total assets, US$33.44 million in total liabilities, and a total
deficit of US$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.


NEXEO SOLUTIONS: S&P Raises ICR to 'BB' Then Withdraws Rating
-------------------------------------------------------------
S&P Global Ratings on March 11 raised its issuer credit rating on
U.S.-based chemicals and plastics distributor Nexeo Solutions LLC
to 'BB' from 'B' in line with the rating on Univar Inc., which
recently closed on its acquisition of Nexeo.

S&P also raised the secured debt rating to 'BB' from 'B' with a '3'
recovery rating. At the same time, it removed all ratings from
CreditWatch, where it placed them with positive implications on
Sept. 19, 2018.

S&P subsequently withdrew all ratings on Nexeo at the company's
request following the paydown of its debt.


NICHOLAS L HUGENTOBLER: Seeks Final Nod to Use Cash Collateral
--------------------------------------------------------------
Nicholas L Hugentobler PC requests the U.S. Bankruptcy Court for
the District of Colorado for entry of a Final Order authorizing the
use of cash collateral.

The Debtor believes it has three secured or partially secured
creditors: Alpine, Strategic Funding, and Complete Business
Solutions Group ("CBSG"). As adequate protection for the Debtor's
use of cash collateral, on March 15, 2019 and again on April 15,
2019, the Debtor will pay Alpine $7,500; Strategic $7,500, and CBSG
$2,000 in accordance with the Budget.

The Debtor has revised its budget to more accurately reflect its
current operations. Alpine, Strategic Funding, and CBSG, through
each of their respective counsel, are in agreement with the Budget
and the proposed Final Order, which permits the Debtor to use cash
collateral in accordance with the Budget for an additional 60
days.

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

             http://bankrupt.com/misc/cob18-20352-92.pdf

                    About Nicholas L Hugentobler

Nicholas L Hugentobler PC is a medical group that specializes in
podiatry.  Based in Durango, Colorado, Nicholas L Hugentobler filed
a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018.  In the
petition signed by Nicholas L. Hugentobler, president, the Debtor
disclosed $1,683,547 in assets and $2,822,012 in liabilities.  The
Hon. Michael E. Romero is the case judge.  Kutner Brinen, P.C., led
by name partner Jeffrey S. Brinen, is the Debtor's counsel.  The
Debtor hired Solga & Jakino P.A. as accountant.



NINE WEST: Moody's Assigns B3 CFR & Rates $325MM Exit Loan Caa1
---------------------------------------------------------------
Moody's Investors Service assigned new ratings on Nine West
Holdings, Inc. ("NWHI"), including a B3 Corporate Family Rating
("CFR") and a B3-PD Probability of Default Rating ("PDR").
Concurrently, Moody's assigned a Caa1 rating to the company's
proposed $325 million senior secured exit term loan due 2024. The
company's debt capitalization will also include an unrated $187.5
million exit asset-based credit facility consisting of a proposed
$175 million revolver and $12.5 million FILO term loan. The ratings
outlook is stable.

Proceeds from the proposed exit term loan, along with drawings
under the proposed exit asset-based credit facility and former
equity holder settlement proceeds, will be used to fund the
company's emergence from Chapter 11 bankruptcy in mid- to late-
March.

"NWHI has undergone a significant business transformation over the
past two years, both through the exit and sale of underperforming
businesses and significant reduction of debt through the bankruptcy
process," stated Moody's apparel analyst, Mike Zuccaro. "While
there are signs of stabilization, business risk remains fairly high
given the ongoing challenges, particularly within its broader
department store customer base."

Moody's estimates that NWHI's pro forma 2018 leverage (debt/EBITDA)
and EBITA-to-interest coverage (both calculated using Moody's
standard adjustments) will improve to around 4.6 times and 1.75
times, respectively, upon exit, after a 75% reduction in funded
debt (approaching $1.2 billion) and reduced leasehold obligations
due to the elimination of retail stores. The company will likely
exit bankruptcy with revolver borrowings at a seasonal peak.
Through modest revenue and profit growth, positive free cash flow
generation and debt reduction, Moody's expects further credit
metric improvement over time.

Moody's took the following rating actions:

Issuer: Nine West Holdings, Inc.

  - Corporate Family Rating, Assigned B3

  - Probability of Default Rating, Assigned B3-PD

  - $325 Million senior secured term loan due 2024, Assigned Caa1
(LGD4)

  - Stable Outlook

RATINGS RATIONALE

NWHI's B3 Corporate Family Rating reflects the need to demonstrate
that its turnaround efforts are sustainable in light of the ongoing
challenges in key segments of its wholesale customer base. Despite
significant debt reduction achieved as part of the bankruptcy
process, the company still has a relatively meaningful debt and
interest burden. The ratings also reflect NWHI's meaningful
concentration in the mass/mid tier and challenged department store
channels, but with meaningful scale and a broad range of products
and brands within these channels.

Liquidity is adequate, supported by Moody's expectation for
positive free cash flow, albeit with some seasonality, and excess
availability under its $175 million asset based revolver, which
should more than support seasonal working capital and modest
capital expenditure needs. Cushion under its total net leverage
covenant is also expected to be ample.

The Caa1 rating assigned to NWHI's proposed secured exit term loan
reflects the second priority interest in cash, accounts receivable
and inventory behind the proposed secured asset-based credit
facility, and first priority interest in substantially all
remaining assets of NWHI and the guarantors, including intellectual
property and trademarks. The term Loan is guaranteed by NWHI's
direct parent, and each direct or indirect material domestic
subsidiary. The rating is one notch below the CFR, reflecting the
sizeable amount of more senior claims in the capital structure in
the form of priority accounts payable and the asset-based credit
facility.

The stable ratings outlook reflects Moody's expectation for modest
revenue and profit growth, with positive free cash flow used to
reduce revolver borrowing over the next 12-18 months.

Ratings could be upgraded if the company demonstrates the ability
to grow revenue and operating profit while generating positive free
cash flow, reducing debt, and improving liquidity through
increasing revolver availability. Specific metrics include
debt/EBITDA sustained below 4.5 times and EBITA/Interest above 1.75
times.

The ratings could be downgraded if operating performance
deteriorated through continued revenue and earnings declines, or if
its liquidity profile weakened through free cash flow turning
negative, reduced revolver availability or tighter covenant
cushion. Specific metrics include EBITA/Interest falling below 1.2
times.

NWHI is a designer, wholesaler and brand licensor of denim women's
apparel and jewelry through owned brands include Gloria Vanderbilt,
Kasper and Anne Klein, as well as wholesale customer private label
brands. Licensed brands include Nine West and Bandolino, which were
sold to Authentic Brands Group LLC in July 2018. Annual net revenue
approaches $1.0 billion.


NINE WEST: S&P Gives B- Rating Ahead of Bankruptcy Emergence
------------------------------------------------------------
S&P Global Ratings on March 11 assigned its 'B-' issuer credit
rating to jeans, apparel and jewelry wholesaler Nine West Holdings
Inc. (NWHI), which is expected to emerge from Chapter 11 bankruptcy
this month after initially filing for bankruptcy protection in
April 2018.

The rating action reflects the competitive challenges the company
still faces, even after disposing of its retail stores and selling
its footwear and handbags businesses, and aggressive leverage,
according to S&P.

S&P also assigned a 'B-' issue-level and '3' recovery rating to the
proposed $325 million first-lien term loan due in 2024. The company
also plans to issue a $175 million asset-based lending (ABL)
facility (about $50 million expected to be drawn at emergence) and
a $12.5 million ABL first-in last-out (FILO) term loan facility.
S&P did not rate these facilities.

The 'B-' rating on NWHI primarily reflects a narrow product focus
in highly competitive and fragmented markets with modest growth
prospects, limited brand equity, relatively low EBITDA margin,
relatively small scale, customer concentration, vulnerability to
the health of the brick and mortar retail environment, and
aggressive leverage, according to S&P. S&P said the positive
outlook primarily reflects that it could raise the rating if the
company stabilizes revenue and EBITDA as it expects, reduces
leverage, and generates free cash flow with ample room to cover the
high amortization on the proposed term loan.   

"The positive outlook reflects our belief that good year-to-date
bookings should support a stabilization in most of NWHI's operating
segments, resulting in modest EBITDA growth and moderate debt
repayment over the next 12-18 months, resulting in total debt
leverage in the mid- to high-3x area," S&P said. "We believe the
company will maintain adequate EBITDA interest coverage in the mid-
to high-2x area, and will generate positive free cash flow."

S&P said it could raise the rating if the company stabilizes
revenue and EBITDA, proactively repays debt, and demonstrates that
the company can generate free cash flow with ample room to cover
the 5% required annual amortization on the proposed term loan.
"This would likely give us confidence that the company would be
able to sustain leverage below 5x. Although leverage is already
below this level, we expect the company could exhibit relatively
high profit volatility while it stabilizes its operations," S&P
said.

S&P said it could revise the outlook to stable if revenue declines
continue or costs rise materially, resulting in lower free cash
flow than it expects, and could also revise the outlook to stable
if Nine West does not use most of the company's free cash flow to
repay debt. S&P could lower the ratings if revenue declines worsen
and investments in the business cause EBITDA to fall significantly
such that EBITDA interest coverage falls to the mid-1x area or the
company's liquidity is otherwise strained. S&P could also lower the
rating if EBITDA declines reduce the cushion on the financial
maintenance covenants to the single-digit percentage area.


NOBLE REY: Revises Treatment of Tax Claims to Unimpaired
--------------------------------------------------------
Noble Rey Brewing Co, LLC, filed an amended Chapter 11 small
business plan and accompanying disclosure statement.

The amended Plan revised the treatment of Class 2 Claimants
(Allowed Ad Valorem Tax Claims) from impaired to not impaired.  The
Allowed Ad Valorem Tax Creditor Claims shall be paid out of the
sales proceeds to Dallas County.  Dallas County has filed a Proof
of claim in the amount of $5,083.36 for business property taxes.
The Ad Valorem Taxes will receive post-petition pre-confirmation
interest at the state statutory rate of 12% per annum and
post-confirmation interest at the rate of 12% per annum.  The
Debtor will pay the Ad Valorem Taxes on the Effective Date.  The
Taxing Authorities shall retain their statutory senior lien
position regardless of other Plan provisions, if any, to secure
their Tax Claims until paid in full as called for by this Plan.
The Taxing Authorities shall retain their
statutory lien rights for 2019 taxes.

Class 5 Claimants (Allowed Unsecured Creditors) are impaired and
shall be satisfied as follows: the Class 5 creditors shall share
pro rata in the unsecured creditors pool. The Debtor shall pay all
remaining proceeds from the sale to the Class 5 creditors after
payments to the Class 1, 2 and 3 creditors.

Class 3 Claimants (Allowed Secured Claim of Chase Bank) is impaired
and shall be satisfied as follows: The Debtor executed that certain
U.S. Small Business Administration Note dated September 30, 2014 in
favor of JP Morgan Chase Bank ("Chase") in the original principal
amount of $593,100 ("Note"). The Note was secured by a Commercial
Security Agreement also dated September 30, 2014 granting Chase a
security interest in certain equipment and other collateral more
fully described in the Commercial Security Agreement ("Chase
Collateral"). Chase has filed a Proof of Claim asserting a secured
claim in the amount of $300,000 and an unsecured claim in the
amount of $402,651.68. The Debtor would show that the value of the
Chase Collateral is $200,000. The Debtor shall pay Chase $200,000
in the Effective Date in full satisfaction on the Chase Secured
Claim. Chase shall have a Class 5 claim in the amount of
$502,651.68.

Class 4 Claimants (Allowed Secured Claim of Ascentium Capital) is
impaired and shall be satisfied as follows: On or about March 10,
2017 the Debtor executed that certain Equipment Finance Agreement
with Pinnacle Capital Partners ("Ascentium") in the original
principal amount of $133,356 for the purchase of that certain
Yellow Jacket Auto-Can Depalletizer and a LinCan 35 Complete Servo
Canning System ("Ascentium Collateral"). In November 2018, the
Debtor sold the Ascentium Collateral.

Class 6 Claimants (Equity Interest Holder Claims) are impaired and
shall be satisfied as follows: All Allowed Equity Interest Holder
Claims shall have their interests cancelled as a result of this
Plan.

The Debtor anticipates the sale of all its assets to fund the
Plan.

A full-text copy of the Amended Disclosure Statement dated March 4,
2019, is available at http://tinyurl.com/y4fk48vvfrom
PacerMonitor.com at no charge.

                   About Noble Rey Brewing Co.

Noble Rey Brewing Co., LLC, owns and operates a taproom offering
homemade beers, ciders & meads, other local brews & regular live
music.

Noble Rey Brewing Co., LLC, filed its Voluntary Petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D.
Tex. Case No. 18-34214) on Dec. 19, 2018.  In the petition signed
by Chris Rigoulot, managing member, the Debtor estimated $50,000 in
assets and $1 million to $10 million in liabilities.  The Debtor's
counsel is Eric A. Liepins, P.C.


NORTHERN POWER: Two Directors Quit from Board
---------------------------------------------
John Simon and Kevin Kopczynski, each a member of the Board of
Directors of Northern Power Systems Corp., provided the Board with
a notice of his resignation from the Board, effective Feb. 23,
2019.  The Board has initiated a process to identify new directors
to fill recent vacancies on the Board.

                 About Northern Power Systems

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

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

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


NOVABAY PHARMACEUTICALS: Makes Board and Executive Changes
----------------------------------------------------------
NovaBay Pharmaceuticals has announced a strategic shift in its U.S.
commercialization strategy to support growth in Avenova sales and
maintain cost effectiveness, along with changes to its Board of
Directors and executive management team.

NovaBay will deploy its sales representatives only in high
performing territories and territories it has identified as having
significant prescription volume potential along with favorable
health plan coverage to support Avenova per-unit revenue.  The
company will continue to focus on contracting with additional
specialty pharmacies as channel partners, which provide quality
patient experiences at a negotiated price per prescription.  To
align with the strategic shift, NovaBay has reduced its U.S.
commercial salesforce from 45 to 15 field sales representatives.

In addition, NovaBay made the following personnel changes, all
effective immediately:

   * Lead independent Director Paul E. Freiman, who joined the
     company's Board of Directors in 2002, has been named
     Chairman.  Former Chairman Mark M. Sieczkarek will continue
     to serve as a director of the company.

   * Interim President and Chief Executive Officer, Chief
     Financial Officer and Treasurer Jack McGovern has resigned
     from the company.

   * Senior Vice President and General Counsel Justin Hall, who
     has been with the Company since 2013, has assumed the
     positions of Interim President and Chief Executive Officer.
     He will continue to serve as the Company's General Counsel
     and Corporate Compliance Officer.

   * Corporate Controller Jason Raleigh, who joined NovaBay in
     2016, has assumed the positions of Interim Chief Financial
     Officer and Treasurer.

"It is highly gratifying to have two qualified and seasoned
professionals in Justin Hall and Jason Raleigh, both with NovaBay
tenure, step into these key positions," said Mr. Freiman.  "We are
highly appreciative of Mark Sieczkarek's many contributions to our
company as Chairman, in addition to his former roles as President
and CEO.  We are delighted that he will continue serving as a
member of our Board.

"We appreciate the support of our current major stockholders who
have pledged additional financial resources as we execute on our
strategy," added Mr. Freiman.

"We affirm our assertion that Avenova is the best product available
to topically treat chronic bacterial infections, that affect
approximately 85% of the dry eye market," said Mr. Hall. "Given the
current reimbursement environment, we are pursuing a cost-efficient
growth strategy by only deploying high-performing sales
representatives in our best-producing and highest potential
prescription volume territories while securing additional
relationships within the specialty pharmacy channel.  We expect
this new strategy to accelerate our path to profitability.  We
thank the 37 employees who are leaving NovaBay as of March 15,
2019, and look forward to implementing our new U.S. commercial
strategy for Avenova."

                        Conference Call

NovaBay management will host an investment community conference
call on Thursday, March 28, 2019 beginning at 4:30 p.m. Eastern
time (1:30 p.m. Pacific time) to discuss the company's financial
and operational results and to answer questions.  Shareholders and
other interested parties may participate in the conference call by
dialing 800-608-8202 from within the U.S. or 702-495-1913 from
outside the U.S., with the conference identification number
6686573.

The live call also will be available at
http://novabay.com/investors/events. A replay of the call will be
available beginning two hours after its completion through 11:59
p.m. Eastern time April 14, 2019, by dialing 855-859-2056 from
within the U.S. or 404-537-3406 from outside the U.S. and entering
the conference identification number 6686573. The call will also be
archived at http://novabay.com/investors/events.

                 About NovaBay Pharmaceuticals

Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a biopharmaceutical company focused
on commercializing and developing its non-antibiotic anti-infective
products to address the unmet therapeutic needs of the global,
topical anti-infective market with its two distinct product
categories: the NEUTROX family of products and the AGANOCIDE
compounds.  The Neutrox family of products includes AVENOVA for the
eye care market, NEUTROPHASE for the wound care market and CELLERX
for the aesthetic dermatology market. The Aganocide compounds,
still under development, have target applications in dermatology
and urology.

Novabay reported a net loss and comprehensive loss of $7.40 million
in 2017, a net loss and comprehensive loss of $13.15 million in
2016, and a net loss and comprehensive loss of $18.97 million in
2015.  As of Sept. 30, 2018, the Company had $10.36 million in
total assets, $4.30 million in total liabilities, and $6.05 million
in total stockholders' equity.

Based primarily on the funds available at Sept. 30, 2018, the
Company believes these resources will be sufficient to fund its
operations into July 2019.  The Company has sustained operating
losses for the majority of its corporate history and expects that
its 2018 expenses will exceed its 2018 revenues, as the Company
continues to re-invest in its Avenova commercialization efforts.
The Company expects to continue incurring operating losses and
negative cash flows until revenues reach a level sufficient to
support ongoing growth and operations.  Accordingly, the Company's
planned operations raise substantial doubt about its ability to
continue as a going concern.


NOVUM PHARMA: Sets Bidding Procedures for All Assets
----------------------------------------------------
Novum Pharma, LLC asks the U.S. Bankruptcy Court for the District
of Delaware to authorize the bidding procedures in connection with
the sale of substantially all assets by auction.

The Bidding Procedures are designed to promote a robust and
competitive Sale process to be conducted within the first 13 weeks
of the Debtor's Chapter 11 Case.  Although it has not yet
identified a Stalking Horse Bidder, the Bidder Procedures provide
that the Debtor, in consultation with the Committee, may designate
a Stalking Horse Bidder by April 8, 2019, which is two weeks prior
to the proposed Bid Deadline.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: April 22, 2019, at 5:00 p.m. (ET)

     b. Deposit: 10% of the Purchase Price

     c. Auction: April 24, 2019 (10:00 a.m. ET)

     d. Bid Increments: $50,000

     e. Sale Hearing: April 26, 2019 (10:00 a.m. ET)

     f. Closing:

     g. Bid Protection: The Bid Protections may consist of (i) a
Break-Up Fee not to exceed 3% of the purchase price set forth in a
Stalking Horse Bid and/or (ii) an Expense Reimbursement for the
reasonable fees and expenses incurred by a Stalking Horse Bidder
(in an amount not to exceed $75,000).

     h. Any secured creditor holding allowed secured claims against
the Debtor, including, for avoidance of doubt, RGP Pharmacap, LLC,
will have the right, subject to the provisions of the Bankruptcy
Code, applicable law and any agreements between secured creditors,
to credit bid such claims to the extent of such secured party's
interest or lien on the Assets sold.

Consistent with the Debtor's need to consummate a Sale of the
Assets as quickly and efficiently as practicable, the Debtor
proposes these other key dates and deadlines for the Sale process,
certain of which dates and deadlines may be subject to extension in

accordance with the Bidding Procedures:

     a. March 6, 2019 (11:00 a.m. ET): Hearing to consider approval
of the Bidding Procedures

     b. April 12, 2019 (4:00 p.m. ET): Deadline to Object to Sale

     c. April 22, 2019 (5:00 p.m. ET): Deadline to Submit
Qualifying Bid

In the interest of attracting the highest and best offers for the
Debtor's Assets, the Assets will be sold free and clear of any and
all liens, claims, interests and other encumbrances.

Within three business days after entry of the Bidding Procedures
Order, the Debtor proposes to serve the Bidding Procedures Order,
the Bidding Procedures and the Sale Notice upon all interested
parties.  Within seven business days after entry of the Bidding
Procedures Order, the Debtor proposes to serve the Sale Notice upon
all entities listed in the Debtor's creditor matrix.

Finally, within 14 business days after entry of the Bidding
Procedures Order, the Debtor proposes to publish the Sale Notice in
the national edition of either The Wall Street Journal, The New
York Times or USA Today.   

Within 14 days after entry of the Bidding Procedures Order, the
Debtor proposes to file with the Court a schedule setting forth the
Proposed Cure Amounts and serve the Cure Notice on each contract
counterparty under an executory contract or unexpired lease that
may be assumed by the Debtor and assigned to the Successful Bidder.
The Objections to Cure Amounts or Assumption and Assignment
Deadline is April 12, 2019 at 4:00 p.m. (ET).   As soon as
reasonably practical after the selection of a Successful Bid, the
Debtor proposes to serve the Assumption and Assignment Notice on
each counterparty to a contract or lease designated by the
Successful Bidder as a contract or lease that will be assumed by
the Debtor and assigned to such Successful Bidder.  

The Debtor asks that the Court (a) finds that the notice of the
Motion is adequate under Bankruptcy Rule 6004(a) under the
circumstances and (b) waives the 14-day stay requirements under
Bankruptcy Rules 6004(h) and 6006(d).  

A hearing on the Motion is set for March 6, 2019 at 11:00 a.m.
(ET).  The objection deadline is Feb. 27, 2019 at 4:00 p.m. (ET).

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

      http://bankrupt.com/misc/Novum_Pharma_42_Sales.pdf

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

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

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

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

The Office of the U.S Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019.


NTHRIVE INC: S&P Cuts 1st-Lien Debt Rating to B- on Securitization
------------------------------------------------------------------
S&P Global Ratings on March 11 said it lowered its issue-level
rating on nThrive Inc.'s (B-/Stable/--) first-lien debt to 'B-'
from 'B' and revised the recovery rating to '3' (rounded estimate:
65%) from '2' (rounded estimate: 70%).
  
"Our 'B-' issuer credit rating on nThrive is unaffected. Our
lowered recovery estimate for the first-lien term loan reflects our
view of the impact on recovery, in a distressed scenario, of a new
accounts receivable (AR) securitization program. In our view, this
program weakens recovery prospects for the company's first-lien
debt in the capital structure," S&P said.

nThrive has entered into an AR Securitization agreement that allows
for up to $50 million of borrowings. The AR securitization facility
provides a cost-efficient source of additional liquidity that is
expected to be used for general corporate purposes.  However, S&P
adjusted out $51 million in securitization debt, including
prepetition interest, to arrive at $389 million that will be
available for senior secured lenders. S&P expects the AR program to
have minimal impact on leverage. S&P continues to forecast debt to
EBITDA near 8.5x in fiscal 2019 and about 8x in 2020 as the company
gains incremental EBITDA through organic revenue growth and from
recent peer-to-peer contracts.

ISSUE RATINGS – RECOVERY ANALYSIS

Key analytical factors:

-- S&P values the company as a going concern, which would maximize
value to creditors. S&P applies a 6.5x EBITDA multiple to an
assumed distressed emergence EBITDA of $71 million to derive an
estimated gross recovery value of $463 million.

-- The valuation multiple is consistent with that for similar
companies operating in the enterprise/consumer software industry.

-- S&P's simulated default scenario assumes a default in 2021 due
to heightened competition from larger revenue cycle management
providers and a declining need for outsourcing as hospitals bring
services in-house, resulting in revenue, cash flow, and liquidity
pressures.

Simulated default assumptions:

-- Simulated year of default: 2021
-- EBITDA at emergence: $71 million
-- EBITDA multiple: 6.5x

Simplified waterfall:

-- Net emergence value (after 5% administrative costs): $440
million
-- Valuation split in % (obligors/nonobligors): 100/0
-- Priority claims from AR securitization: $51 million including
prepetition interest
-- Secured first-lien debt: $585 million
    --Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Secured second-lien debt: $201 million
    --Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months of prepetition interest.

RATINGS LIST

Ratings Unchanged
nThrive Inc.
Issuer Credit Rating     B-/Stable
Senior Secured           CCC
  Recovery Rating         6 (0%)

Rating Lowered; Recovery Revised
nThrive Inc.
                          To           From
Senior Secured           B-           B
  Recovery Rating         3 (65%)      2 (70%)


NUSTAR ENERGY: Fitch Affirms BB LongTerm Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for NuStar Energy, L.P. (NuStar) and NuStar Logistics, L.P.'s
(Logistics) at 'BB'. The senior unsecured rating for Logistics is
affirmed at 'BB'/'RR4' and the junior subordinated notes at
'B+'/'RR6'. The preferred equity ratings for series A, B, and C at
NuStar have also been affirmed at 'B+'/'RR6.' The recovery rating
of 'RR4' reflects Fitch's expectation of an average recovery
(31%-50%) in the event of a default and 'RR6' reflects expectations
of poor recovery prospects (0%-10%) in the event of a default.

The Rating Outlook for both entities remains Negative.

The Negative Outlook reflects Fitch's concerns that leverage will
increase in 2019 due to NuStar's slate of growth capex projects.
The partnership has a number of projects underway and as with any
project; execution risk exists as well as the potential for delays.
Fitch would consider revising the Outlook to Stable if NuStar can
execute on improving its credit profile, demonstrate access to
capital markets and/or enhance liquidity.

NuStar's leverage in 2018 was better than Fitch previously
anticipated and resulted from EBITDA growth and reduced debt. Fitch
calculates that leverage defined as total debt (adjusted for equity
credit) to EBITDA was 5.3x at the end of 2018 versus 6.4x at the
end of 2017 with the improvement stemming in part to asset sales.
Leverage was high at the end of 2017 following the May 2017
Navigator acquisition for $1.5 billion. Spending is expected to
rise in 2019 and Fitch expects it to temporarily weigh on credit
metrics until projects come on line and generate cash in late 2019
and into 2020. Liquidity is currently adequate but may come under
pressure as spending ramps up.

Logistics is an operating subsidiary of NuStar. Senior unsecured
debt is issued by Logistics and is guaranteed by NuStar and an
operating subsidiary, NuStar Pipeline Operating Partnership L.P.
(NPOP). There is no debt outstanding at NPOP.

KEY RATING DRIVERS

Leverage to Increase: At the end of 2018, leverage (total debt with
equity credit to adjusted EBITDA) was 5.3x, down from 6.4x at the
end of 2017. Adjusting for the sale of NuStar's European assets
that were sold in November 2018, Fitch estimates that pro forma
leverage was 5.5x, which was better than Fitch's prior forecast of
5.8x to 6.2x for the end of 2018. With NuStar's slate of growth
projects and unattractive equity markets, Fitch expects NuStar to
be reliant on asset sales and additional debt to fund growth and as
a result, 2019's yearend leverage is expected to be in the range of
5.6x to 6.0x at the end of the year. By the end of 2020, Fitch
calculates that leverage should improve and to between 5.3x and
5.7x absent any significant delays to planned growth projects and
continued favorable performance of NuStar's existing operations.

2018 Highlights: During the year, NuStar merged with its general
partner which eliminated the burdensome distribution rights. In
addition, the distribution was cut to $0.60/unit per quarter, which
results in approximately $190 million of retained cash. This
improved the partnership's distribution coverage ratio which was
1.4x at the end of 2018, up from 0.7x at the end of 2017. The
partnership stated it wanted to have its leverage ratio (as defined
by the bank agreement) in the range of 4.0x to 4.3x by the end 2019
and NuStar hit the low end of that range at the end of 2018. This
target was partially achieved with the November 2018 sale of the
European operations for $270 million.

EBITDA Growth: Fitch calculates that 2018 adjusted EBITDA was $673
million versus $594 million in 2017. The increase was largely
attributed to higher volumes in the pipeline segment which
benefited from operations in the Permian. Better results in the
pipeline segment more than offset weakness in the storage segment.
NuStar has a number of projects to drive EBITDA growth in 2019 and
beyond. It remains focused on growth in the Permian where volumes
have been growing and it expects yearend volumes to have throughput
of 450,000 bpd by year-end 2019 (versus 4Q18 average volumes of
327,000 bpd). NuStar also expects EBITDA growth from its Trafigura
projects and from its Northern Mexico Supply project.

Funding in 2019: During 2019, NuStar estimates that strategic
spending will be in the range of $500 million to $550 million, up
from approximately $380 million in 2018. Fitch believes that
NuStar's options for funding are limited to debt and proceeds from
asset sales. The equity markets still appear unattractive for the
partnership. The $1.4 billion revolver is still being used to
finance the $350 million of notes that matured in April 2018, which
reduces the availability to borrow on the facility. Additionally,
the revolver was reduced to $1.4 billion from nearly $1.6 billion
in December 2018 in accordance with the most recent fifth amendment
to the bank agreement.

If NuStar elects to term out revolver borrowings, liquidity will
modestly improve. In the near term, liquidity does appear to be
adequate and Fitch will continue to monitor NuStar's liquidity as
time progresses.

Significant Use of Hybrids: NuStar has a large part of its capital
structure coming from the series A, B, C and D perpetual
preferreds. The partnership has leaned on these securities when
equity and debt markets were less attractive. These preferreds all
come with high coupons but the bank agreement excludes them from
the definition of debt for purposes of its leverage calculation
(Fitch assigns 50% debt credit to NuStar's preferred equity). As of
year-end 2018, the face value of these securities was nearly $1.4
billion (versus the face value of debt which was $3.1 billion).
These securities are as follows: $227 million series A 8.5%, $385
million series B 7.625%, and $173 million series C 9.75%. In
addition, there are $590 million of series D perpetual preferreds
that were privately placed with EIG in June and July 2018 and the
coupon is currently 9.75%.

In addition, NuStar has $403 million of junior subordinated debt
that receives 50% equity credit per Fitch's criteria. These are
fixed-to-floating notes that were fixed at 7.625% until January
2018 when they became floating rate notes. At the end of 2018, the
interest on these was 9.2%.

DERIVATION SUMMARY

The 'BB' rating reflects NuStar's size and scale, and elevated
leverage. NuStar currently has a higher leverage profile than its
investment-grade peers which operate in the crude oil, refined
products pipelines and storage terminal segments, such as Buckeye
Partners LP (BPL; BBB-/Stable) and Plains All American LP (PAA).
Fitch forecasts NuStar's leverage defined as (total debt to
adjusted EBITDA with debt adjusted for equity credit) to be
5.6x-6.0x by year-end 2019. This is significantly higher than
Fitch's 2019 leverage forecast for BPL and PAA both of which are
expected to be approximately 4.5x. NuStar is smaller and somewhat
less diverse than these two peers which have the advantage of size
and scale that provides operational and geographic diversification
as well as an advantage in accessing the capital markets.

NuStar's leverage is higher than similarly rated 'BB' midstream
energy issuers like Sunoco, LP and AmeriGas Partners, LP. Fitch
expects Sunoco to have 2019 yearend leverage in the 4.5x to 5.0x
range and AmeriGas Partners, LP to have leverage around 4.5x as of
its fiscal yearend (Sept. 30, 2019). NuStar, however, generates
more stable operating cash flow and exhibits lower leverage
compared to NGL Energy Partners LP (B/Stable), which also has
operations in the refined products segment.

KEY ASSUMPTIONS

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

  - Revenues grow in 2019 largely due to continued growth in the
pipeline segment while the storage market remains unconstructive;
revenue growth ramps up significantly in 2020 as new projects come
online and generate increased cash flows;

  - EBITDA margins are held at 32.5% in the forecast period which
is close to the four year historical average of 32.3%;

   - Debt increases in 2019 to fund significant increases in
dividends for the perpetual preferreds and increases in strategic
spending;

  - Distributions for common units remain flat in 2019 and 2020;

  - No equity is raised in 2019 or 2020.

RATING SENSITIVITIES

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

  - Fitch may revise the Outlook to Stable if NuStar can enhance
its liquidity position and/or demonstrate access to capital
markets.

  - Fitch may take positive rating action if leverage defined as
total debt/adjusted EBITDA (and debt adjusted for equity credit)
falls below 5.0x for a sustained period of time provided that
NuStar has adequate cushion on its financial covenants.

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

  - Inability to meet funding needs which could come from a lack of
access to capital markets, inability to complete asset sales, or
restricted liquidity;

  - If Fitch calculates or projects that leverage (total
debt/adjusted EBITDA with debt adjusted for equity credit) at
year-end 2020 is beyond 5.8x;

  - Failure to reduce growth capex if availability to fund growth
is restricted or too heavily dependent on debt;

  - Significant increases in capital spending beyond Fitch's
expectations that have negative consequences for the credit
profile.

LIQUIDITY

Liquidity Adequate in the Near Term: As of year-end 2018, NuStar
had total liquidity of $665 million which includes $651 million
undrawn on its revolver that extends until 2020 (after accounting
for $4 million of letters of credit). Cash on the balance sheet was
$14 million. In addition, NuStar has nearly $17 million available
on a $35 million uncommitted line of credit which is not included
in the total liquidity calculation.

In connection with the bank agreement's 5th amendment effective
June 29, 2018, the revolving credit facility was reduced to $1.575
billion from $1.75 billion. The same amendment also cut the
facility size effective Dec. 28, 2018 to $1.4 billion. During the
two commitment reductions, each lenders commitment was lowered on a
pro rata basis. This most recent amendment also introduced a
minimum interest rate coverage ratio of 1.75x beginning on June 30,
2018. As of year-end 2018, the interest coverage ratio was 2.2x.

NuStar's ability to draw on the revolver is also restricted by a
leverage covenant as defined by the bank agreement, which does not
allow leverage to be greater than 5.0x for covenant compliance or
5.5x for two consecutive quarters following a qualifying
acquisition. As of yearend, bank defined leverage was 4.05x, down
significantly from 4.9x at the end of 2017, when NuStar's covenant
requirement was 5.5x following the Navigator acquisition. Fitch
notes that the covenant calculation allows for the exclusion of its
junior subordinated notes ($402.5 million), debt proceeds held in
escrow for the future funding of construction ($42.9 million) and
preferred equity (series A, B, C, and D which total nearly $1.4
billion), and allows for the inclusion of pro forma EBITDA for
material projects and acquisitions which should provide some
cushion to covenant calculations.

Fitch expects NuStar to remain covenant compliant, however, Fitch
expects that the interest coverage ratio covenant may not have
increased cushion until NuStar has EBITDA growth. NuStar calculates
that its consolidated debt is $3.1 billion as of year-end 2018 and
of that, $1.5 billion is fixed rate. The remaining $1.6 billion is
floating rate (largely based on LIBOR) with only $250 million
hedged with interest rate swaps. NuStar has yet to refinance the
$350 million notes that matured in April 2018 and borrowings for
that note have been on the revolver that had an average interest
rate of 4.5% at the end of the year. Furthermore, the partnership's
$402.5 million floating rate notes changed from a fixed rate of
7.65% to a floating rate effective January 2018. The interest rate
on those notes was 9.2% at the end of 2018. Again, Fitch expects
NuStar to remain covenant compliant but these points illustrate
that interest expense is expected to increase.

In June 2015, NuStar established a $125 million receivable
financing agreement that can be upsized to $200 million. The
borrowers are NuStar Energy LLC and NuStar Finance LLC, a special
purpose entity and wholly owned subsidiary of NuStar. As of Dec.
31, 2018, it had $62 million of borrowings outstanding under the
agreement. On Sept. 20, 2017, NuStar amended the securitization
program and added certain NuStar Energy wholly owned subsidiaries
resulting from the Navigator acquisition. The securitization
program's scheduled termination date was extended from June 15,
2018 to Sept. 20, 2020, with the option to renew for additional
364-day periods thereafter.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

NuStar Energy, L.P.

  - Long-Term IDR at 'BB';

  - Perpetual preferred equity series A, B and C at 'B+'/'RR6'.

NuStar Logistics, L.P.

  - Long-Term IDR at 'BB';

  - Senior unsecured notes at 'BB'/'RR4';

  - Junior subordinated notes at 'B+'/'RR6'.

The Rating Outlook for both entities remains Negative.


ONE AVIATION: Plan Adds Information on Claims Classification
------------------------------------------------------------
ONE Aviation Corporation and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a first amended joint
prepackage chapter 11 plan as modified.

The modified prepackage plan adds information on the classification
of claims and interests. The Debtors state that the Plan groups
certain Claims against, and Interests in, the Debtors together
solely for the purpose of describing treatment under the Plan,
voting on the Plan, Confirmation, and making distributions in
accordance with the Plan. Such groupings will not, except as
otherwise provided by this Plan or the Confirmation Order, affect
any Debtor's status as a separate legal Entity, result in
substantive consolidation of any Estates, change the organizational
structure of the Debtors' business enterprise, constitute a change
of control of any Debtor for any purpose, cause a merger or
consolidation of any legal Entities, or cause the transfer of any
assets.

A copy of the First Amended Joint Prepackaged Plan as Modified is
available at:

      http://bankrupt.com/misc/deb18-12309-444.pdf

                    About ONE Aviation

Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation
--  http://www.oneaviation.aero-- and its subsidiaries are
original equipment manufacturers of twin-engine light jet aircraft.
Primarily serving the owner/operator, corporate, and aircraft
charter markets, the Debtors are on the forefront of private
aviation technology. The Debtors provide maintenance and upgrade
services for their existing fleet of aircraft through two
Company-owned Platinum Service Centers in Albuquerque, New Mexico
and Aurora, Illinois, five licensed, global Gold Service Centers in
locations including San Diego, California, Boca Raton, Florida,
Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey,
as well as a research and development center located in Superior,
Wisconsin.  The Debtors currently employ 64 individuals.  

ONE Aviation and its affiliates filed for chapter 11 bankruptcy
protection (Bankr. D. Del. Case. Nos. 18-12309 - 18-12320) on Oct.
9, 2018, listing its estimated assets at $10 million to $50 million
and estimated liabilities at $100 million to $500 million. The
petition was signed by Alan Klapmeier, CEO.


OXFORD ASSOCIATES: Taps Turek Roth as Special Counsel
-----------------------------------------------------
Oxford Associates Group Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Turek Roth Grossman LLP as special counsel.

The firm will assist the Debtor in connection with the proposed
sale of the cooperative shares allocated to, and the proprietary
lease appurtenant to, its residential apartment units in Yonkers,
New York.  Turek Roth will handle the non-bankruptcy-related
aspects of the proposed sale.

The firm's hourly rates range from $595 to $300.  Allen Turek,
Esq., and Jeremy Roth, Esq., the attorneys who will be primarily
responsible for representing the Debtor, charge $595 per hour and
$450 per hour, respectively.  Ann Marie Gibilaro, a paralegal,
charges $190 per hour.

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

The firm can be reached through:

     Allen M. Turek, Esq.
     Turek Roth Grossman LLP
     377 Fifth Avenue, 6th Floor
     New York, NY 10016
     Phone: 212-223-3562
     Fax: 212-223-3614

                  About Oxford Associates Group

Oxford Associates Group Inc., a New York corporation, owns 39
residential cooperative units located along Warburton Avenue,
Yonkers.

Oxford Associates Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on Sept. 5,
2017.  In the petition signed by George Kyriakoudes, president, the
Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Mary Kay Vyskocil oversees the case.  The Debtor
hired Pick & Zabicki LLP as its legal counsel.


PACIFIC THOMAS: R. Whitney Appeal Dismissed Without Prejudice
-------------------------------------------------------------
In the case captioned KYLE EVERETT, Chapter 11 Trustee, Plaintiff,
v. RANDALL WHITNEY, et al., Defendants, Adv. No. 14-05114 (N.D.
Cal.), District Judge Maxine M. Chesney dismisses
defendant/appellant Randall Whitney's notice of appeal without
prejudice.

Whitney appeals from an order, filed in the Bankruptcy Court on
Dec. 12, 2018, titled "Supplement to Decision After Trial Following
Remand." The Supplement was filed after the Ninth Circuit vacated
the bankruptcy judge's earlier decision requiring "the turnover of
money to the [bankruptcy] estate from PTV [defendant Pacific
Trading Ventures, LLC]," and directed the bankruptcy judge, on
remand, to determine whether certain lease agreements were "invalid
from their inception" and, if so, to determine "the extent to which
PTV's right to reimbursement under the management agreement affects
any turnover award." In the Supplement, the bankruptcy judge made a
finding as to the first of the two issues identified by the Ninth
Circuit, but made no finding as to the second, stating "a
scheduling conference will be set on the remaining question."

The bankruptcy judge has not made a final determination as to all
claims alleged in the adversary proceeding; rather, the bankruptcy
judge has resolved only one of two remaining issues, leaving the
other for determination at a later time. Consequently, jurisdiction
over the instant appeal is lacking under section 158(a)(1). Nor was
the challenged order issued under section 1121(d), leaving section
158(a)(3) as the only possible basis for jurisdiction.

A party who seeks to appeal from an interlocutory order must file,
along with a notice of appeal, a "motion for leave to appeal."
Where, as here, the appellant does not file such motion, the
district court may "treat the notice of appeal as a motion for
leave and either grant or deny it." As Whitney proceeds pro se, the
Court treats Whitney's notice of appeal as a motion for leave and
liberally construes it. So construed, the motion for leave is
hereby DENIED, as Whitney has failed to show the Supplement
involves "a controlling question of law" and that "an immediate
appeal would materially advance the ultimate termination of the
litigation." The bankruptcy judge has not found, and may never
find, Whitney is liable to the plaintiff on the remaining claim in
the adversary action. Accordingly, the notice of appeal is hereby
dismissed, without prejudice.

A copy of the Court's Order dated Jan. 25, 2019 is available at
https://bit.ly/2J5q9NP from Leagle.com.

Randall Whitney, Appellant, pro se.

Kyle Everett, Chapter 11 Trustee, Appellee, represented by Valerie
Bantner Peo -- vbantnerpeo@buchalter.com -- Buchalter, Craig C.
Chiang -- cchiang@buchalter.com -- Buchalter Nemer, Ivo Keller ,
Buchalter Nemer A Professional Law Corporation & Robert E. Izmirian
--rizmirian@buchalter.com -- Buchalter Nemer.

Pacific Trading Ventures, a California Corporation, Pacific Trading
Ventures, Ltd., a Nevada corporation & Jill V. Worsley, also known
as, Appellees, represented by Charles Alex Naegele, C. Alex
Naegele, A Professional Law Corporation.

            About Pacific Thomas Corporation

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland
on Aug. 6, 2012, estimating in excess of $10 million in assets and
liabilities.

Pacific Thomas Corporation is related to Pacific Thomas Capital,
which specializes in real estate services, focusing on the
investment, ownership and development of commercial real estate
properties, according to http://www.pacificthomas.com/ Real estate
activities has spanned throughout the Hawaiian Islands as well as
U.S. West Coast locations in California, Nevada, Arizona and Utah.
Hawaii-based activities are managed under the name Thomas Capital
Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.
Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as
general counsel.  The petition was signed by Jill V. Worsley, its
COO and secretary.  In its schedules, the Debtor disclosed
$19,960,679 in assets and $16,482,475 in liabilities as of the
petition date.

Kyle Everett has been named as Chapter 11 trustee of the Debtor.
Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco,
Calif., represents the Chapter 11 trustee as counsel.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposed to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires. If the
reorganized company fails to do so, the safe storage parcels of the
Pacific Thomas properties will be sold.


PANNEL PARTNERSHIP: Files Corrected Plan, Disclosure Statement
--------------------------------------------------------------
Pannel Partnership, L.P., filed a corrected combined plan of
reorganization and accompanying disclosure statement to add the
case caption of the debtor in the document filed with the
Bankruptcy Court.

Class 7 - General Unsecured Class-Noninsider are impaired consists
of one claim in amount of $32,825.00, which the Debtor disputes.
Monthly payment is $398.59 beginning May 1, 2019 and ending May 1,
2024.

Class 8 - General Unsecured Class-Insider claim of Askani, LLC, are
impaired and will be paid only after all creditors are paid in full
out of sales proceeds or refinance proceeds Estimated percent of
claim paid 100%.

Class 1 - Secured claim of NRE Investments, LLC, with an allowed
secured amount of $838,032.24 are impaired.  Monthly payment is
$5,394.93 beginning May 1, 2019 and ending May 1, 2033 (original
maturity date).

Class 2 - Secured claim of Small Business Administration with
allowed secured amount of $547,204 are impaired.  Monthly payment
is $5,270.57 beginning  May 1, 2019 and ending  July 1, 2028
(original maturity date).

Class 3 - Secured claim of Curry Excavation & Site Work, Inc., with
allowed secured amount  of $338,409 are impaired. Monthly payment
is $4,028.68 beginning May 1, 2019 and ending May 1, 2026.

Class 4 - Secured claim of Bouman Kraus with allowed secured amount
of $7,458.12 are impaired.
Monthly payment is $91.45 beginning May 1, 2019 and ending  May 1,
2026.

Class 5 - Secured claim of Sheldon Independent School District with
allowed secured amount of $83,123.87 are impaired. Monthly payment
is $1,551.65 beginning May 1, 2019 and ending May 1, 2024.

Class 6 - Secured claim of Harris County, et al., with allowed
secured amount of $38,000 are impaired. Monthly payment is $709.34
beginning May 1, 2019 and ending May 1, 2024.

Class 9 - Equity Interest holders are impaired. Class 9 will retain
equity and be paid any excess from sales proceeds after all
creditors paid in full.

The Plan will be implemented from the income from rent paid by the
new tenant, Mega- Tran, LLC. If the rental income is insufficient,
the Debtor will either market and sell the Property or refinance
the debt on the Property and pay all creditors from the sale
proceeds.

A full-text copy of the Corrected Disclosure Statement dated
February 28, 2019, is available at https://tinyurl.com/y526cyad
from PacerMonitor.com at no charge.

                About Pannel Partnership L.P.

Pannel Partnership, L.P., is a privately-held company engaged in
activities related to real estate.  Pannel Partnership sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Case No. 18-35523) on Oct. 1, 2018.  At the time of the
filing, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.  Judge Jeff Bohm
presides over the case.  The Debtor tapped The Towber Law Firm,
PLLC, as its legal counsel.

No official committee of unsecured creditors has been appointed.


PAYLESS HOLDINGS: Seeks to Access $25-Mil. of Financing
-------------------------------------------------------
Payless Holdings LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Eastern District of Missouri to
obtain senior secured postpetition financing from Wilmington
Savings Fund Society, FSB, as administrative agent and collateral
agent for and on behalf of itself and the DIP Lenders.

Specifically, the Debtors seek to obtain senior secured
postpetition financing on a superpriority basis in the aggregate
principal amount of up to $25 million (net of original issue
discount) pursuant to the terms and conditions of that certain DIP
Term Sheet and the DIP Credit Agreement, by and among Payless Inc.,
as Borrower, the Guarantors Payless Holdings LLC 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 the Delayed Guarantors, the financial institutions party
thereto from time to time as DIP Lenders, and Wilmington Savings
Fund Society, FSB, as administrative agent and collateral agent for
and on behalf of itself and the DIP Lenders.

The postpetition financing will be used to purchase finished goods
inventory from suppliers at significant discounts ("Augmentation
Inventory") to 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.

The DIP Lenders will provide for the borrowing of delayed draw term
loans as follows: (i) one initial draw upon entry of the Interim
Order and satisfaction of other requirements set forth in the DIP
Term Sheet, in an aggregate principal amount equal to $17 million
(net of the original issue discount), (ii) an additional draw in an
aggregate principal amount of $4 million (net of the original issue
discount) on or after March 1, 2019 and following entry into the
DIP Credit Agreement, and (iii) an additional 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 Order. The DIP
Loans will be made with an original issue discount of 1.50% of the
aggregate principal amount of such DIP Loans.

The DIP Obligations will be secured by perfected liens on and
security interests in all assets and property (real and personal),
whether now owned by or owing to, or hereafter acquired by, or
arising in favor of the Borrower and the Guarantors that are
Debtors, including, after entry of the Final Order, all proceeds of
claims and causes of action under Chapter 5 of the Bankruptcy Code.
In addition, all of the claims of the DIP Agent and the DIP Lenders
on account of the DIP Obligations will be entitled to the benefits
of section 364(c)(1) of the Bankruptcy Code, having a superpriority
over any and all administrative expenses of the kind that are
specified in, or contemplated by, sections 105, 326, 328, 330, 331,
503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other
provisions of the Bankruptcy Code.

All DIP Obligations will be due and payable in full in cash on the
earliest of:

        (i) Sept. 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 of a chapter 11 plan of the
Debtors.

The DIP Credit Agreement will include certain milestones related to
the Debtors' chapter 11 cases as may be determined by the Required
DIP Lenders, including, without limitation:

        (1) entry of the Interim Order on or before Feb. 25, 2019,
which order must be acceptable to the Required DIP Lenders in their
sole discretion;

        (2) entry of the Final Order on or before the day that is
45 days after the date of entry of the Interim Order, which order
must be acceptable to the Required DIP Lenders in their sole
discretion;

        (3) entry of an order approving the GOB Sales on an interim
basis on or before Feb. 20, 2019;

        (4) conclusion of the GOB Sales with respect to
substantially all of the assets subject to such sales on or before
June 15, 2019;

        (5) delivery to the DIP Lenders on or before March 31,
2019, of a transition services plan relating to the operation or
sale of the LatAm Business and the Debtors' information technology
and intellectual property;

        (6) filing a motion seeking approval of the disclosure
statement to an Acceptable Plan on or before May 3, 2019;

        (7) entry of an order approving the disclosure statement to
an Acceptable Plan on or before May 31, 2019; and

        (8) entry of an order confirming an Acceptable Plan on or
before June 28, 2019.

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

http://bankrupt.com/misc/mowb19-40883-216.pdf

                      About Payless Holdings

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.  It
has 3,400 stores in more than 40 countries.  Payless operates
through its three business segments (North America, Latin America,
and franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It 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 its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.

The Office of the U.S. Trustee on March 1, 2019, appointed seven
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 cases.


PELICAN REAL: Court Allows Seese to Provide Additional Services
---------------------------------------------------------------
Maria Yip, the official appointed in Pelican Real Estate LLC's
Chapter 11 case to oversee the Smart Money Liquidating Trust,
obtained an order from the U.S. Bankruptcy Court for the Middle
District of Florida authorizing Seese, P.A. to provide additional
services.

The additional services to be provided by the firm, which serves as
special counsel for the liquidating trustee, include the
prosecution of litigation claims against D&S Energy, TM Property
Solutions, Midland Life Insurance Company and Strata Fund
Solutions, LLC.

Seese will be provided a $3,500 retainer and will be paid a
contingency fee of 35% of the total amount recovered from the
litigation claims.  The current hourly rate for Michael Seese,
Esq., the firm's attorney who will be providing the services, is
$515.

                  About Pelican Real Estate

Pelican Real Estate, LLC, and its eight affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Lead Case No. 16-03817) on June 8, 2016.  In the petition
signed by Jared Crapson, president of SMFG, Inc., manager of
Pelican Management Company, LLC, Pelican Real Estate estimated
under $50,000 in both assets and debt.

The Debtors tapped Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, as bankruptcy counsel.  The Debtors hired Bill Maloney
Consulting as their financial advisor; Hammer Herzog and Associates
P.A. as their accountant; and Pino Nicholson PLLC as their special
counsel.

Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.

Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.

Maria Yip was appointed examiner in the case.  She hired
GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith
Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson,
PLLC, as special foreclosure counsel.

                          *     *     *

On Feb. 15, 2017, the Court entered an order confirming the
Debtors' Second Amended Plan of Liquidation.  The Plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
liquidating trustee.


PRECIPIO INC: CEO Issues Shareholder Update Letter
--------------------------------------------------
Specialty diagnostics company Precipio, Inc. (NASDAQ: PRPO), issues
the following letter from CEO Ilan Danieli.

Dear Shareholders,

Following our recent quarterly conference call, I would like to
provide additional information on three key topics:

1. Nasdaq compliance strategy

2. Capital raise philosophy

3. Management (insider) stock acquisition

1. Nasdaq Compliance Strategy

The management team's goal to protect and preserve shareholder
value remains in focus at all times.  As we face the deadline to
achieve compliance with the US$1.00 minimum bid price requirement
by March 25, 2019, management and the board continue to strive to
either avoid a reverse split, or at least to minimize the reverse
split ratio.  Our intention is to utilize the Nasdaq delisting
hearing appeal process in order to do so.

Once a listed company receives a delisting determination letter
from Nasdaq, it can choose to appeal that determination.  The
process involves requesting a compliance hearing within 7 days from
the receipt of the delisting notification.  A company is typically
scheduled for a hearing 30 to 45 days from the date of its request
for a hearing and the Hearing Panel typically issues a decision
within 30 days of the hearing.

As informed by Nasdaq, the delisting of the company will be
postponed pending a decision by a Hearing Panel - meaning the
company remains listed until the hearing takes place and the
Hearing Panel has issued a written decision.

As we are working on significant pipeline of business initiatives,
we are of the view that an additional time beyond the March 25th
deadline, if granted, may enable management to complete some of the
business initiatives announce them to the market and hopefully
achieve a share price appreciation as a result of positive news on
impactful business developments which will benefit our
stockholder.

2. Capital raise philosophy

I would like to address shareholder concern regarding the company's
capital raise needs, and subsequent dilution which occurs when any
company raises equity.  We are a growth company and are not yet
profitable, and therefore require external sources of cash to
finance our operations.  We believe that the equity line that we
have been utilizing provides us with capital at the lowest cost
available to us in the market.

We have been managing our expenses in a cost effective manner and
continue to pursue meaningful expense reductions.  To this end, we
have been maintaining cash levels at a manageable level in order to
minimize the use of the equity line.

What are the company's alternatives for financing?  Going to the
market to raise significant capital at our current market cap would
be extremely dilutive and would not be perceived as the most
favorable form of action to protect shareholder value.  We have
decided that until the company recovers its market cap, we will do
our best to avoid such a raise, so as to preserve shareholder
value, and minimize dilution.

I realize that some of the shareholders are concerned that the
reverse split will be followed by a capital raise, causing
"double-impact" dilution.  At our current market cap of circa ~$8M,
whether we conduct a reverse split or not (or at any ratio), the
market cap is the same.

Our philosophy and focus is to retain shareholder value and to the
extent possible, minimize dilution while continuing to fully
operate the company so that it demonstrates results that we believe
will help regain a good part of its lost market cap.

Management believes that the near-term business opportunities may
substantially reduce the company's cash needs through a strong
impact on both revenue, and gross margin contributing to bottom
line results.

When the company's financial performance is stronger and our market
cap has recovered, we will, if and as needed, consider a more
substantial raise.

3. Management (insider) stock buying

Many shareholders have been asking why management isn't buying
stock to demonstrate our belief in the company.  The challenge is
that in a company with a volatile stock as ours, any purchase that
would be followed by an announcement such as recent news (e.g. DoD
press release that caused an increase of as high as 50% during the
day), has the potential to be viewed as insider trading.

After extensive review, we have identified several vehicles to
facilitate us purchasing stock in a way that doesn't jeopardize
management as "insiders".  One solution we've identified is a
10b5-1 plan, which enables management to purchase stock at a
pre-determined and set schedule, thereby removing any concerns of
purchases influenced by news, as the purchases are done at set time
intervals, and set amounts.

We are actively working to explore this (and other) options, and
upon becoming effective, we will announce it and provide further
details.  I intend to be an active participant. I am and continue
to be fully dedicated to the company and want to make sure that
you, our shareholders, will see the results of my and my team's
dedication.

Summary

I hope this letter has helped shed light on some of the issues
concerning you, our shareholder.  We are committed to regaining
shareholder value, and now, more than ever, I believe the business
is close to turning the corner and achieving substantial,
financially-impactful results.  I know your patience has been
tried, and I thank you for the belief in what we are doing.

As always, your emails are appreciated and our IR team tries to
respond to all of them in a timely manner.  I look forward to
future interactions.

Sincerely,

Ilan Danieli
CEO,
Precipio, Inc.

                         About Precipio

Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market.  The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.

The 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.  Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016.  As of Sept. 30, 2018,
Precipio had $24.65 million in total assets, $15.47 million in
total liabilities, and total stockholders' equity of $9.18 million.


PREFERRED CARE: Law Firm Bid to Remand Suit to State Court Junked
-----------------------------------------------------------------
Chief District Judge Karen K. Caldwell denied Plaintiff's motion to
remand the case captioned QUINTAIROS, PRIETO, WOOD, & BOYER, PA,
Plaintiff, v. PCPMG CONSULTING, LLC, Defendants, Civil No.
5:18-CV-176-KKC (E.D. Ky.) to the Madison Circuit Court.

Law firm Quintairos, Prieto, Wood, & Boyer, PA filed suit against
PCPMG Consulting, LLC in Madison Circuit Court asserting various
causes of action stemming from unpaid legal fees. In their
Complaint, Law Firm asserts that they provided legal services to
Preferred Care group of companies. Preferred Care group of
companies consisted of various entities, including Preferred Care
Partners Management Group, LP ("PCPMG"). In 2017, President and CEO
of PCPMG Consulting, LLC sent a letter to Law Firm stating that
PCPMG had changed its name to PCPMG Consulting, LLC, ("M-Con").
Instead, M-Con was a newly created, wholly owned subsidiary of
PCPMG.

Twenty-five days after Law Firm filed this suit in Madison Circuit
Court, M-Con removed the case under 28 U.S.C. section 1446 to the
Eastern District of Kentucky pursuant to 28 U.S.C. sections 1332
and 1452, and Federal Rule of Bankruptcy Procedure 9027. In light
of the Bankruptcy Case, just two days later, the parties filed an
Agreed Order, which stayed all relevant deadlines in the Kentucky
Lawsuit for a period of forty-five days. (DE 6). Shortly
thereafter, Law Firm filed this Motion to Remand under 28 U.S.C.
section 1447(c). Law Firm asserts that (1) this Court should
abstain, pursuant to 28 U.S.C. section 1334(c)(1), in the interest
of justice, or in the interest of comity with State courts or
respect for state law; and (2) equitable grounds for remand exist
under 28 U.S.C. section 1452(b).

Law Firm asserts that equitable grounds exist warranting remand
under section 1452. (M-Con removed this action to the Eastern
District of Kentucky pursuant to section 1452(a), which provides
that "[a] party may remove any claim or cause of action in a civil
action . . . to the district court for the district where such
civil action is pending, if such district court has jurisdiction of
such claim or cause of action under § 1334 of this title." Law
Firm now moves for remand under section 1452(b), which states that
"[t]he court to which such claim or cause of action is removed may
remand such claim or cause of action on any equitable ground."
Further examination of § 1452(b) reveals that a court's decision
not to remand under section 1452 is not reviewable by appeal if the
district court has proper original jurisdiction.

Law Firm asserts that equitable grounds for remand exist under
section 1452 because M-Con failed to attach exhibits filed with Law
Firm's state court complaint. In their Motion for Remand, Law Firm
cites the language of 28 U.S.C. section 1446(a)--which states that
a Notice of Removal must be filed together with copies of all
process, pleadings, and orders served upon the removing
defendant--to justify that remand is proper under section 1452.
They assert that because Federal Rule of Civil Procedure 10(c) and
Kentucky Rule of Civil Procedure 10.3 state that exhibits become
part of the complaint, M-Con did not properly remove the case under
section 1446(a), and remand is warranted based on equitable
grounds. Although there is no Sixth Circuit precedent directly on
point, other districts have ruled on this issue. Accordingly, this
Court must attempt to discern from the available precedent how the
Sixth Circuit might rule on this issue. The Court believes that the
Sixth Circuit would conclude that a party's failure to attach
exhibits in its removal petition does not warrant remand.

Law Firm also asserts that removal of this case does not advance
the purposes of diversity jurisdiction under section 1332, and
therefore, this Court should remand on equitable grounds under
section 1452. One of the central purposes of diversity jurisdiction
is to protect nonresident parties from local bias. As Law Firm
proclaims in their Motion to Remand, they have represented
Preferred Care entities in at least seven cases alleging negligence
in Madison County. Now, Law Firm is seeking payment of legal fees
stemming from their representation in those suits. It is easy to
see the potential for bias against Preferred Care entities,
including M-Con, in Madison County when considering the history of
this case. Accordingly, the Court finds no equitable grounds for
remand under section 1452.

A copy of the Court's Order and Opinion dated Jan. 28, 2019 is
available at https://bit.ly/2UuB19f from Leagle.com.

Quintairos, Prieto, Wood and Boyer, P.A., Plaintiff, represented by
Donald L. Miller, II  -- dmiller@qpwblaw.com  -- Quintairos,
Prieto, Wood & Boyer, P.A. & Nathaniel R. Kissel --
nate.kissel@steptoe-johnson.com -- Steptoe & Johnson, PLLC.

PCPMG Consulting, LLC, Defendant, represented by John E. Mitchell
-- john.mitchell@akerman.com -- Akerman LLP, pro hac vice, Kyle
Bumgarner , Kerrick Bachert, PSC & Scott A. Bachert , Kerrick
Bachert, PSC.

Preferred Care Partners Management Group, L.P., Movant, represented
by Aaron M. Kaufman -- akaufman@dykema.com -- Dykema Cox Smith, pro
hac vice & Mary E. Eade, Nemes Eade PLLC.

                 About Preferred Care Partners

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.  The jointly administered cases were
later transferred to the Fort Worth Division and assigned Case No.
17-44741.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10 million and $50
million.  Kentucky Partners estimated its assets at up to $50,000
and its liabilities at between $10 million and $50 million.


PRIME SOURCE ACCESSORIES: Hires Mari Huff as Accountant
-------------------------------------------------------
Prime Source Accessories, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Mari Huff, C.P.A., P.A., as accountant to the Debtor.

Prime Source Accessories requires Mari Huff to:

   a. prepare the 2018 Tax returns;

   b. compile monthly balance sheets and income statements;

   c. prepare monthly Debtor-in-possession reports required by
      the U.S. Trustee's Office, including balance sheets, bank
      account reconciliations, sorted and coded check registers,
      and monthly transaction registers;

   d. assist in connection with the Chapter 11 reorganization;
      and

   e. provide other accounting and tax services as required.

Mari Huff 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.

Mari Huff, partner of Mari Huff, C.P.A., 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.

Mari Huff can be reached at:

     Mari Huff
     MARI HUFF, C.P.A., P.A.
     759 SW Federal Highway, Suite 101
     Stuart, FL 34994
     Tel: (772) 888-2042

                 About Prime Source Accessories

Prime Source Accessories, Inc., with headquarters in south Florida
and full service sourcing offices in Hong Kong & Shenzhen, China,
is a design and manufacturing and sourcing firm targeting the teen,
collegiate and adult segments of the retail industry.  Prime Source
is a privately held company founded in 1997.

Prime Source Accessories filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20158)
on Aug. 21, 2018.  In the petition signed by Jamie Chauss,
president, the Debtor disclosed $394,163 in assets and $1,011,261
in liabilities.  The case is assigned to the Hon. Erik P. Kimball.
Craig I. Kelley, Esq., at Kelley & Fulton, PL, is the Debtor's
counsel.  No official committee of unsecured creditors has been
appointed in the Chapter 11 case.


REIGN SAPPHIRE: Brio Capital Has 9.9% Stake as of Dec. 31
---------------------------------------------------------
Brio Capital Master Fund Ltd. and Brio Capital Management LLC
disclosed in a Schedule 13G/A filed with the Securities and
Exchange Commission that as of Dec. 31, 2018, they beneficially own
7,072,408 shares of common stock of Reign Sapphire Corporation,
which represents 9.99 percent based on 70,772,408 shares of common
stock outstanding as of November 14, 2018, as reported in the
quarterly report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on Nov. 14, 2018.

The shares reported are held by Brio Capital Master Fund Ltd.  Brio
Capital Management LLC, is the investment manager of Brio Capital
Master Fund Ltd. and has the voting and investment discretion over
securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in
his capacity as managing member of Brio Capital Management LLC,
makes voting and investment decisions on behalf of Brio Capital
Management LLC in its capacity as the investment manager of Brio
Capital Master Fund Ltd.  Brio Capital Management LLC and Shaye
Hirsch disclaim beneficial ownership over the shares held by Brio
Capital Master Fund Ltd., except to the extent of any pecuniary
interest.

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

                     https://is.gd/HfX7Sx

                     About Reign Sapphire

Reign Sapphire Corporation is a Beverly Hills-based,
direct-to-consumer, branded and custom jewelry company with four
niche brands: Reign Sapphires: ethically produced, millennial
targeted sapphire jewelry, Coordinates Collection: custom jewelry,
inscribed with location coordinates commemorating life's special
moments, Le Bloc: classic customized jewelry and ION Collection by
Jen Selter an athleisure jewelry brand.

For the year ended Dec. 31, 2017, Reign Corporation reported a net
loss of $4.25 million. As of Sept. 30, 2018, Reign Sapphire had
$1.86 million in total assets, $4.54 million in total liabilities
and a total shareholders' deficit of $2.68 million.

Hall & Company, in Irvine, California, the Company's auditor since
2015, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
citing that the Company has suffered losses from operations and
cash outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.


RESOLUTE ENERGY: Integrated Core et al. No Longer Own Shares
------------------------------------------------------------
Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS
Opportunities, Ltd., Millennium International Management LP,
Millennium Management LLC, Millennium Group Management LLC, and
Israel A. Englander disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Feb. 28, 2019, they
have ceased to beneficially own any shares of common stock of
Resolute Energy Corporation.

As of the close of business on Feb. 28, 2019, the reporting persons
beneficially owned an aggregate of 1,192,358 shares of the Issuer's
Common Stock, or 5.1% of the Issuer's Common Stock outstanding.
The calculation of the foregoing percentage was based on 23,329,303
shares of the Issuer's Common Stock outstanding as of Jan. 18,
2019, as per the Issuer's Form 8-K dated Feb. 25, 2019.

On Nov. 18, 2018, the Issuer entered into an Agreement and Plan of
Merger with Cimarex Energy Co., a Delaware corporation, CR Sub 1
Inc., a Delaware corporation and a direct wholly owned subsidiary
of Cimarex, and Cimarex Resolute LLC (formerly known as CR Sub 2
LLC), a Delaware limited liability company and a direct wholly
owned subsidiary of Cimarex.  On March 1, 2019, Merger Sub 1 merged
with and into the Issuer, with the Issuer continuing as the
surviving corporation in the First Merger, and thereafter, the
Issuer merged with and into Merger Sub 2, with Merger Sub 2
continuing as the surviving company in the second merger.  Pursuant
to the Merger, each share of the Issuer's Common Stock issued and
outstanding immediately prior to the effective time of the First
Merger was converted into the right to receive (in accordance with
such holder's election and subject to proration as described in the
Merger Agreement), one of the following forms of consideration: (1)
an amount in cash equal to $14.00, without interest, and 0.2366
shares of common stock of Cimarex, par value $0.01 per share; (2)
an amount of cash, without interest, equal to $35.00; or (3) 0.3943
shares of Cimarex Common Stock.  Accordingly, after the Merger was
completed, the reporting persons no longer beneficially owned any
shares of the Issuer's Common Stock.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/3KuNKt

                          About Cimarex

Denver-based Cimarex, formerly known as Resolute Energy, is an
independent oil and gas exploration and production company with
principal operations in the Permian Basin and Mid-Continent areas
of the U.S.  For more information, visit https://www.cimarex.com.
The Company's common stock is traded on the NYSE under the ticker
symbol "XEC."

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.


RESOLUTE ENERGY: Moody's Withdraws B3 CFR on Complete Acquisition
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings for
Resolute Energy Corporation (REN) including the B3 Corporate Family
Rating (CFR), following Cimarex Energy Co.'s (Cimarex, Baa3 stable)
announcement of completing the acquisition of REN and concurrently
depositing funds sufficient to redeem any $600 million 8.50% senior
notes of REN outstanding on April 1, 2019. Cimarex has satisfied
and discharged the indenture governing REN's 8.50% senior notes,
effective March 1, 2019.

Ratings withdrawn:

Issuer: Resolute Energy Corporation

  - Corporate Family Rating B3, Withdrawn

  - Probability of Default Rating B3-PD, Withdrawn

  - Senior unsecured notes Rating Caa1 (LGD4), Withdrawn

  - Speculative Grade Liquidity (SGL) Rating SGL-3, Withdrawn

  - Outlook, Changed to Rating Withdrawn from Rating Under Review

RATINGS RATIONALE

On March 1, 2019, Cimarex announced the completion of its
acquisition of REN and concurrently depositing funds to fully
redeem REN's unsecured notes which is the only rated REN's debt.
Effective March 1, 2019, the indenture governing REN's unsecured
notes has been satisfied and discharged. Moody's has withdrawn all
REN's ratings as there is no outstanding debt at REN.

Resolute Energy Corporation, is a publicly-traded oil and gas
exploration and production company headquartered in Denver,
Colorado. The company's operations are focused in Reeves County,
Texas within the Permian Basin.


SBP HOLDING: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
-------------------------------------------------------------
S&P Global Ratings on March 11 affirmed its 'CCC+' issuer credit
rating on U.S.-based SBP Holding L.P. as well as the 'CCC+' rating
on the company's senior secured first-lien debt and 'CCC-' rating
on its second-lien debt. It also revised the outlook to stable from
negative.

The outlook revision follows SBP's improved liquidity and financial
measures following its acquisitions in late 2018 and first-quarter
2019, which expanded its operational footprint and are expected to
improve cash flows and liquidity. To help fund the acquisitions,
SBP added $70 million in incremental debt to its outstanding
first-lien debt, which now totals $285 million. The use of this
debt was primarily to fund the acquisitions of Dakota Fluid Power
and Connectall Services, as well as pay down the outstanding
balance on its revolving credit facility.

The stable outlook reflects SBP's adequate liquidity and
expectations that improved margins will enable the company to
continue to operate within cash flows. S&P also expects that SBP
will maintain adequate liquidity following any further
acquisitions. Finally, S&P expects that SBP will proactively
address its upcoming maturity schedule in a timely manner.

"We could lower our rating on SBP if the company fails to maintain
adequate liquidity in the face of its upcoming 2021 maturities.
This could occur if SBP continues to use its credit facility to
fund acquisitions or its already high leverage ratios weaken, which
could make refinancing its loans on acceptable terms more difficult
given the capital markets' aversion to high debt leverage without a
strong offsetting factor," S&P said.

S&P said it could raise its rating on SBP if the company realizes
stronger-than-expected growth in its end markets and debt reduction
causes its expected FFO to debt to average around 12% while
maintaining adequate liquidity and addressing its 2021 debt
maturities.


SHARING ECONOMY: Common Stock Delisted from Nasdaq
--------------------------------------------------
The Nasdaq Stock Market LLC filed with the Securities and Exchange
Commission on Feb. 1, 2019 a Form 25 notifying the removal from
listing or registration of Sharing Economy International Inc.'s
common stock from the Exchange under Section 12(b) of the
Securities Exchange Act of 1934.

                       About Sharing Economy

Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry.  The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.  Throughout
2017, the Company made significant changes in the overall direction
of the Company.  Given the headwinds affecting its manufacturing
business, the Company is targeting high growth opportunities and
has established new business divisions to focus on the development
of sharing economy platforms and related rental businesses within
the company.  These initiatives are still in an early stage.  The
Company did not generate significant revenues from its sharing
economy business initiatives in 2017.

RBSM 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 had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.

Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016.  As of Sept. 30, 2018, the
Company had $59.80 million in total assets, $9.46 million in total
liabilities and $50.33 million in total equity.


SNAP LINE SERVICES: Hires James R. Wallis as Consultant
-------------------------------------------------------
Snap Line Services, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ James R.
Wallis, as consultant to the Debtor.

Snap Line Services requires James R. Wallis to provide assistance
of an expert on lending and financing matters in conjunction with
formulation of its Disclosure Statement and potentially to provide
expert testimony regarding feasibility of the Plan at the hearing
on confirmation of the Plan.

James R. Wallis will be paid at the hourly rate of $200.

James R. Wallis, 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.

James R. Wallis can be reached at:

     James R. Wallis
     488 Rainwater Trail
     Tiger, GA 30576
     Tel: (706) 982-9263
     E-mail: j.rees.wallis@gmail.com

                     About Snap Line Services

Snap Line Services, Inc. specializes in providing credit services
to dealers and retailers. Snap Line was incorporated in July, 2013
as a domestic profit corporation.

Snap Line Services, Inc. filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 18-21223) on June 19, 2018, and is represented by
Michael D. Robl, Esq., in Tucker, Georgia.

Movant, Ted Ridlehuber, Trustee of VM Trust #1, filed a motion
asking the Court to appoint a Chapter 11 trustee for the Debtor.



SOLYMAN YASHOUAFAR: Court Narrows Claims in Abselets' FACC
----------------------------------------------------------
In the case captioned DAVID K. GOTTLIEB, as Chapter 11 Trustee,
Plaintiff, v. ELKWOOD ASSOCIATES, LLC., et al., Defendants. AND
RELATED COUNTER- AND CROSS-ACTIONS, Adv No. 1:17-ap-01040-MT
(Bankr. C.D. Cal.), Bankruptcy Judge Maureen A. Tighe granted in
part and denied in part the Nourafshan Defendants' motion to
dismiss Sina Abselet and Howard Abselet's first amended
counter-complaint.

Sina Abselet and Howard Abselet are creditors in the underlying
involuntary bankruptcy cases of Debtors Solyman Yashouafar and his
brother Massoud Yashouafar. While the dealings between the Debtors
and the Abselets extend beyond the facts before the Court in this
adversary, this lawsuit centers on the actions taken by the Debtors
and Debtors' family members with respect to two pieces of real
property: 580 Chalette Drive, Beverly Hills, CA and 910 Rexford
Drive, Beverly Hills, CA. Massoud's brother-in-law is defendant
Jack Nourafshan. Jack Nourafshan allegedly used certain entities
owned by himself and his two brothers to take the actions. Those
entities are Elkwood Associates, LLC, Fieldbrook, Inc., a
California Corporation, and Reliable Properties, Inc., a California
Corporation (collectively with Jack Nourafshan, the "Nourafshan
Defendants").

Certain claims that the Abselets bring under this First Amended
Counterclaim ("FACC") seek similar or identical relief to that
sought by David Gottlieb, the chapter 11 trustee in the jointly
administered lead bankruptcy cases and plaintiff in this adversary
action. The Nourafshan Defendants, through their attorneys, filed
this Motion to Dismiss the Abselets' First Amended Counterclaim.

The allegations in the first claim for relief mirror those in the
Trustee's first claim, which survived a separate motion to dismiss
and a summary judgment motion by the Nourafshan Defendants. The
first claim alleges that the foreclosure of the Rexford Property
was void because Elkwood assigned its entire interest in the note
it purchased from Pacific Western Bank ("PWB Note") to Fieldbrook
in the days before the foreclosure of the Rexford Property. The
Abselets allege that therefore Elkwood had no right to foreclose or
to credit bid at the foreclosure sale. The Nourafshan Defendants
argue that this action for declaratory judgment is essentially an
action for quiet title, and that the Abselets lack standing.

The Nourafshan Defendants argue that the Abselets lack standing to
bring this claim because, as a junior lienholder, they are
differently situated from the Trustee and therefore cannot rely
upon Yvanova v. New Century Mortg. Corp. for standing. The
Nourafshan Defendants focus their argument on whether the mere
assignment of the note prejudiced the Abselets. As stated in the
Court's accompanying ruling on the cross-motions for summary
judgment. The first counterclaim does not allege damage from the
assignment, but from the subsequent foreclosure which wiped out the
Abselets' security interests. Therefore, the Abselets have suffered
sufficient injury for standing. The first claim for relief is
sufficient to state a claim for the declaratory relief sought.

A claim for money had and received is an equitable claim that
arises if "the defendant is indebted to the plaintiff in a certain
sum for money had and received by the defendant for the use of the
plaintiff." "As juries are instructed in CACI No. 370, the
plaintiff must prove that the defendant received money `intended to
be used for the benefit of [the plaintiff],' that the money was not
used for the plaintiff's benefit, and that the defendant has not
given the money to the plaintiff.

The fifth counterclaim is based upon the same theories as the
fourth counterclaim. Those theories are insufficiently pled. The
motion is granted as to the fifth counterclaim.

In California, the majority of courts do not recognize a cause of
action for unjust enrichment. The Abselets argued persuasively at
oral argument that the distinction drawn in the case law is largely
semantic. The Abselets rely on a recent California Supreme Court
case in arguing that such an action exists, regardless of the title
of the action. The Court agrees that this action can move forward
as a quasi-contract claim under Hartford. Because this was the only
argument raised against the sixth counterclaim by the Motion, the
Motion is denied as to the sixth counterclaim.

In sum, the Motion is granted as to the second, fourth, and fifth
counterclaims. The Motion is denied as to the first and sixth
counterclaims. The motion is granted in part and denied in part as
to the eighth counterclaim. The Abselets will have leave to amend
their counter-complaint

A copy of the Court's Memorandum dated Jan. 25, 2019 is available
at https://bit.ly/2F3e47S from Leagle.com.

DAVID K GOTTLIEB, Chapter 11 Trustee for Massoud Aaron Yashouafar
and Solyman Yashouafar, Plaintiff, represented by John W. Lucas,
Pachulski Stang Ziehl & Jones LLP & Jeremy V. Richards, Pachulski
Stang Ziehl & Jones LLP.

Elkwood Associates, LLC & Fieldbrook, Inc., Defendants, represented
by Daniel J. McCarthy, Hill Farrer & Burrill LLP.

Soda Partners, LLC, Defendant, represented by Ronald N. Richards,
Law Offices of Ronald Richards & Assoc.

Quality Loan Service, Defendant, pro se.

Chase Manhattan Mortgage Co., Defendant, pro se.

Howard Abselet & Israel Abselet, Defendants, represented by Henry
S. David , The David Firm.

Citivest financial Services, Inc., Defendant, pro se.

State Street Bank and Trust Co., Defendant, pro se.

                    About The Yashouafars

Solyman Yashouafar and Massoud Aaron Yashouafar sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case
Nos. 16-12255 and 16-12408) on August 3, 2016. The petitions were
filed pro se. Bankr. C. D. Calif. Case No. 16-12255 is jointly
administered with Bankr. C. D. Calif. Case No. 16-12408.  The
Office of the U.S. Trustee on November 2 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Solyman Yashouafar and Massoud Aaron
Yashouafar. The committee members are: (1) DMARC 2007-CD5 Garden
Street LLC; (2) Van Nuys Plywood, LLC; and (3) Mehrdad Taghdiri.


SOLYMAN YASHOUAFAR: Trustee Wins Summary Ruling Bid vs EAL, et al.
------------------------------------------------------------------
Bankruptcy Judge Maureen A. Tighe granted the chapter 11 Trustee's
motion for summary judgment for the first cause of action in the
case captioned DAVID K. GOTTLIEB, as Chapter 11 Trustee, Plaintiff,
v. ELKWOOD ASSOCIATES, LLC., et al., Defendants. AND RELATED
COUNTER- AND CROSS-ACTIONS, Adv. No. 1:17-ap-01040-MT (Bankr. C.D.
Cal.).

This adversary action concerns the disposition of two properties
located in Beverly Hills, California. The vast majority of the
facts are undisputed. The first property, 580 Chalette Drive,
Beverly Hills, CA was previously owned by Solyman Yashouafar
through his family trust. The second property, 910 Rexford Drive,
Beverly Hills, CA, was previously owned by Solyman's brother,
Massoud Yashouafar through Massoud's own family trust. On March 20,
2009, the brothers executed a promissory note in favor of Pacific
Western Bank (the "PWB Note") in the principal amount of $6,551,575
secured by, among other things, deeds of trust against the Chalette
Property and the Rexford Property (the "Chalette DOT" and "Rexford
DOT." It is the subsequent assignment of the PWB Note and
foreclosures on the Chalette DOT and Rexford DOT that give rise to
the instant motion.

The Trustee's Motion for Summary Judgment seeks a ruling in his
favor on only the first cause of action alleged in the Third
Amended Complaint. The first cause of action seeks to quiet title
on the Rexford Property in order to bring it into the bankruptcy
estate.

Trustee attacks the foreclosure sale of the Rexford Property on the
grounds that the PWB note, and therefore the Rexford DOT, was
transferred to Fieldbrook several days before the foreclosure sale
conducted by Elkwood. Trustee argues that the foreclosure is
therefore void, not merely voidable. Several persons other than
Elkwood and Fieldbrook have been named as defendants in Trustee's
first cause of action. Each of those other named defendants is a
current or former lienholder or mortgage servicer on the Rexford
Property and a creditor in one of the lead bankruptcy cases.

The only parties who have responded to the Trustee's Motion are
Elkwood and Fieldbrook. In addition, the Elkwood Defendants have
also filed a Cross-Motion for Summary Judgment on Plaintiff's First
Claim for Relief. The Cross-Motion is also limited to Trustee's
first claim for relief, Quiet Title as to the Rexford Property.

The Elkwood Defendants focus on the evidence that Nourafshan,
through his entities Elkwood, Fieldbrook, and Kensington
Associates, LLC, intended to "bifurcate" the PWB note, assigning to
Fieldbrook a portion of the PWB Note secured by the Chalette DOT
while leaving Elkwood holding the Rexford DOT secured by the
remainder of the PWB Note.

The Elkwood Defendants rely on the Kensington Letter and the
Guerrero Memo, and the fact that the Fieldbrook Assignment did not
mention the Rexford DOT, to argue that the parties did not intend
to transfer the entire PWB Note to Fieldbrook.

Trustee's Motion seeks summary judgment only on the first claim for
relief: quiet title as to the Rexford Property. To state a claim
for quiet title, a complaint must include (1) the subject
property's description, including both its legal description and
its street address or common designation; (2) plaintiff's alleged
title to the property; (3) the adverse claims against which a
determination is sought; (4) the date as of which the determination
is sought; and (5) a prayer for the determination of the title
against the adverse claims. Trustee argues that the foreclosure of
the Rexford home was void because Elkwood assigned the entire PWB
Note to Fieldbrook before the foreclosure sale. Trustee argues
further that the PWB note could not be split and assigned in part
without the written consent of the borrowers, and that Trustee's
rights as a bona fide purchaser of the Rexford Property bar
reformation of the contract.

Upon careful consideration of the facts presented, the Court holds
grants summary judgment in favor of the Trustee on its first cause
of action. The Court rejects the Elkwood Defendants' standing
argument and finds that Yvanova confers standing on the Trustee to
bring this action. The Fieldbrook Assignment is not reasonably
susceptible to a reading that the note was bifurcated. The
Fieldbrook Assignment must be read as providing that the entire PWB
Note was transferred along with the Chalette DOT. The Rexford DOT
was then also transferred as a matter of law. The foreclosure on
the Rexford Property is, therefore, void. The Trustee has the
rights and powers of a bona fide purchaser under section 544(a)(3),
thus reformation is precluded by Cal. Civ. Code section 3399. Title
to the Rexford Property is quieted in the Trustee as representative
of Massoud Yashouafar's estate.

A copy of the Court's Memorandum dated Jan. 25, 2019 is available
at https://bit.ly/2HcSNdQ from Leagle.com.

DAVID K GOTTLIEB, Chapter 11 Trustee for Massoud Aaron Yashouafar
and Solyman Yashouafar, Plaintiff, represented by John W. Lucas --
jlucas@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP & Jeremy V.
Richards -- jrichards@pszjlaw.com -- Pachulski Stang Ziehl & Jones
LLP.

Elkwood Associates, LLC & Fieldbrook, Inc., Defendants, represented
by Daniel J. McCarthy, Hill Farrer & Burrill LLP.

Soda Partners, LLC, Defendant, represented by Ronald N. Richards,
Law Offices of Ronald Richards & Assoc.

                    About The Yashouafars

Solyman Yashouafar and Massoud Aaron Yashouafar sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case
Nos. 16-12255 and 16-12408) on August 3, 2016. The petitions were
filed pro se. Bankr. C. D. Calif. Case No. 16-12255 is jointly
administered with Bankr. C. D. Calif. Case No. 16-12408.  The
Office of the U.S. Trustee on November 2 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Solyman Yashouafar and Massoud Aaron
Yashouafar. The committee members are: (1) DMARC 2007-CD5 Garden
Street LLC; (2) Van Nuys Plywood, LLC; and (3) Mehrdad Taghdiri.


SORENSON COMMUNICATIONS: Moody's Rates $700MM 1st Lien Debts 'B2'
-----------------------------------------------------------------
Moody's Investors Service affirmed Sorenson Communications, LLC's
Corporate Family Rating (CFR) at B2 and its Probability of Default
Rating (PDR) at B2-PD. Concurrently, Moody's assigned B2 ratings to
both the proposed $25 million senior secured first lien revolving
credit facility due 2024 and the $675 million first lien term loan
due 2024. The ratings outlook was changed to negative from stable.

Sorenson plans to use net proceeds from the new term loan in
conjunction with $140 million of cash on the balance sheet to fully
repay its existing first lien term loan, to repay $244 million of
its second lien notes (out of $375 million total), and to pay
related transaction expenses. The company also plans to offer to
exchange new second lien PIK term loans for the remaining $131
million existing second lien notes and for the $99 million of
HoldCo senior unsecured notes. The transaction is anticipated to
close by the end of April.

The change in outlook to negative reflects the confluence of risks
over the next 18 months relating to uncertainty around
FCC-regulated compensation rates beyond 2020 for CaptionCall, one
of the company's core segments; refinancing needs for any of
Sorenson Holdings, LLC's senior unsecured PIK toggle notes due
October 2021 that remain outstanding which will go current in late
2020; constraints on liquidity due to high term loan amortization
and excess cash flow sweeps; the high cost of debt capital and PIK
interest which will partially offset debt reduction; and ongoing
patent litigation around certain key technologies for which
unfavorable outcomes could have meaningfully adverse effects.

Assignments:

Issuer: Sorenson Communications, LLC

  - Gtd Senior Secured First Lien Revolving Credit Facility,
Assigned B2 (LGD3)

  - Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Affirmations:

Issuer: Sorenson Communications, LLC

  - Probability of Default Rating, Affirmed B2-PD

  - Corporate Family Rating, Affirmed B2

Outlook Actions:

Issuer: Sorenson Communications, LLC

  - Outlook, Changed To Negative From Stable

The following rating at Sorenson Communications, LLC remains
unchanged and will be withdrawn upon the closing of the transaction
and repayment of the debt in full:

Gtd Senior Secured First Lien Term Loan due 2020 at Ba3 (LGD2)

All ratings and the ratings outlook are subject to the execution of
the transaction as currently proposed and Moody's review of
financial documentation.

RATINGS RATIONALE

Sorenson's B2 CFR broadly reflects a strong market position but
also pressures on the credit profile attributable to decreasing
FCC-regulated compensation rates. Double-digit EBITDA margins
provide cushion to absorb known rate declines. Moody's expects the
company to generate strong free cash flow through 2019 which
provides support. Pro forma for the refinancing transaction,
leverage measures about 2.8x (including Moody's standard
adjustments). The uncertainty around future rates and the prospect
for further decreases pose meaningful risk to the credit profile.

Moody's anticipates revenue will decline with compensation rates in
the more mature Video Relay Service (VRS) business. However, VRS
usage is relatively stable supporting visibility for known rate
declines through mid-2021. The company continues to grow revenue
for its IP Captioned Telephone Service (IP CTS), known as
CaptionCall. However, segment profit margins will decline with
rates through mid-2020, at which point future rates are unknown. As
a result, the trajectory for CaptionCall beyond then is uncertain
given the prospects for continued volume growth as the company
increases market penetration offset by potential further rate
reductions. Advances in automated speech recognition technologies
support the company's captioning agents though could also be
potentially disruptive to the business over time, particularly as
word accuracy increases. Ongoing litigation around key IP CTS
technologies pose continued risk. Outcomes unfavorable to the
company could have meaningfully adverse effects on the business and
credit profile.

Moody's expects that Sorenson will maintain adequate liquidity over
the next twelve months. The proposed $25 million revolver adds
support though is relatively small for a company of Sorenson's
size. The revolver expires three months ahead of the term loan in
2024. The first lien term loan amortizes at a rate of 10% per year
($67.5 million). Cash balances will be minimal due to 100% of
quarterly excess cash flows applied towards first lien term loan
repayment beginning with the quarter ended September 30, 2019. The
first lien credit facilities are anticipated to have a maximum
first lien net leverage ratio of 3x. Of note, Sorenson Holdings,
LLC's senior unsecured PIK toggle notes mature in October 2021 so
addressing this maturity prior to its going current will be
important to liquidity and the credit profile.

The company's proposed $25 million first lien revolver due 2024 and
$675 million first lien term loan due 2024 are each rated B2, at
the same level as the CFR. Moody's considers the B2 rating assigned
as more appropriate than the B1 rating indicated by Moody's Loss
Given Default Methodology given its view that the senior secured
second lien PIK term loan due 2025 and Sorenson Holdings, LLC's
senior unsecured PIK toggle notes due 2021 are somewhat equity-like
in the context of the new capital structure.

Factors that could lead to a downgrade include expectation of
further material decline in future rates, debt/EBITDA over 4.5x,
EBITA/interest below 1.75x, deterioration of liquidity, an
inability to refinance the HoldCo Notes due October 2021, or
dividends.

Adverse effects on the company's credit profile of lower
compensation rates and uncertainty around rates longer term
constrain ratings. However, prospective factors that could be
supportive of an upgrade include debt reduction in conjunction with
EBITA/interest sustained above 2x, free cash flow to debt sustained
over 10% and good liquidity, and increased visibility into future
compensation rates.

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

Sorenson, headquartered in Salt Lake City, Utah, is a provider of
IP-based video communication technology and services to the deaf
and hard of hearing. The company is majority-owned by affiliates of
GSO Capital Partners with ownership stakes also held by affiliates
of Franklin Mutual Advisors, affiliates of FS Investments, as well
as other investors. Estimated revenue for 2018 was over $800
million.


SQLC SENIOR LIVING: April 15 Plan Confirmation Hearing
------------------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement for SQLC Senior Living Center at Corpus Christi, Inc.
d/b/a Mirador's Chapter 11 Plan and scheduled the hearing to
consider confirmation of the Plan for April 15, 2019 at 09:00 AM.
The deadline to vote on the Plan is April 4.

Class 4 consists of all Allowed General Unsecured Claims are
impaired. Each Holder of an Allowed General Unsecured Claim in
Class 4 shall receive from the Liquidating Trust on or as soon as
reasonably practicable after the Effective Date, and in full and
final satisfaction of and in exchange for such Allowed General
Unsecured Claims, their Pro Rata share of the sum of (a) the Gifted
Amount plus the aggregate Cash from Retained Causes of Action
Proceeds, less (b) any amounts of the Gift Reserve or the
Litigation Proceeds Reserve required to satisfy the Allowed Plan
Carve Out Claims as provided in this Plan.

Class 2 consists of the Allowed Secured Bond Claims. In full and
final satisfaction of, and in exchange for the Allowed Secured Bond
Claims, the Indenture Trustee shall receive, on behalf of the
Holders of the Secured Bond Claims:

   (a) on or as soon as reasonably practicable after the Effective
Date, from the Purchaser, all of the Sale Proceeds, after payment
of the DIP Facility Claims in full;

   (b) on or as soon as reasonably practicable after the Effective
Date, from the Debtor, contemporaneously with the payment from the
Purchaser in clause (i) above, all Available Cash, if any, except
for the amounts transferred to the Liquidating Trust to fund the
Claims Reserve and the Liquidating Trust Reserve pursuant to
Article VI of this Plan;

   (c) on or as soon as reasonably practicable after the Effective
Date, the Net Proceeds of the sale, collection or other
monetization of all or each a portion of the Other Assets,

In the event sufficient Sale Proceeds exist to pay the Allowed
Secured Bond Claims in full, the Holders of the Secured Bond Claims
shall be entitled to amend their Claim as necessary to allow
recovery of all other amounts to which the Holders of the Secured
Bond Claims would be entitled under the Bond Financing Documents
which might not otherwise be set forth in their Allowed Claim, such
as interest and legal fees.

Class 6 consists of all SQLC Claims against the Debtor. On the
Effective Date, all of the SQLC Claims as of the Effective Date
shall be eliminated, extinguished and cancelled. Holders of the
SQLC Claims shall not be entitled to, nor shall they receive, any
distribution or retain any property or interest in property on
account of such SQLC Claims.

Class 7 consists of all Seniority Claims against the Debtor. On the
Effective Date, all of the Seniority Claims as of the Effective
Date shall be eliminated, extinguished and cancelled. Holders of
the Seniority Claims shall not be entitled to, nor shall they
receive, any distribution or retain any property or interest in
property on account of such Seniority Claims.

Classes 8 consists of all Interests in the Debtor are impaired. All
of the Class 8 Interests outstanding as of the Effective Date shall
be eliminated, extinguished and cancelled. Pursuant to Bankruptcy
Code section 1129(b)(2)(C), Holders of Interests shall not be
entitled to, nor shall they receive, any distribution or retain any
property or interest in property on account of such Interests.

Except as otherwise provided for in the Plan or in the Confirmation
Order, the Debtor will obtain all Cash required to make payments
pursuant to the Plan from the Available Cash on hand or from the
Sale Proceeds. Pursuant to Article VI of the Plan, the Debtor
contemplates the sale of the Acquired Property to a third-party. To
effect this, on the Petition Date, the Debtor Filed the Bid
Procedures and Sale Motion which seeks, inter alia, to approve the
Stalking Horse APA and to establish the Auction.

A full-text copy of the First Amended Disclosure Statement dated
February 28, 2019, is available at https://tinyurl.com/y43l64qh
from PacerMonitor.com at no charge.

              About SQLC Senior Living Center

SQLC Senior Living Center at Corpus Christi, Inc., dba Mirador, is
a Texas non-profit corporation that owns and operates a 228-unit
continuing care retirement community comprised of 271,455 square
feet of developed property on approximately 17 acres of land which
opened in June 2011.  As of Jan. 1, 2019, the Company employs 183
people.  Mirador offers seniors a full continuum of care in one
centralized campus-style setting throughout the aging process.  

SQLC Senior Living Center filed for bankruptcy on February 8, 2019
(Bankr. S.D. Texas, Case No. 19-20063). The petition was signed by
Louis E. Robichaux IV, chief restructuring officer. Hon. David R.
Jones presides over the case.

As of the Petition Date, the Debtor had total assets of $53 million
and total liabilities of $118 million.

Demetra L. Liggins, Esq., of Thompson & Knight LLP represents the
Debtor.  Ankura Consulting, LLC serves as restructuring advisors to
the Debtor; Larx Advisors, Inc. as financial advisors; Cushman &
Wakefield U.S., Inc. as real estate agent; and Epiq Corporate
Restructuring, LLC, as claims & noticing agent.


SUNOCO LP: Fitch Rates Sr. Unsecured Notes Due 2027 'BB'/'RR4'
--------------------------------------------------------------
Fitch Ratings assigns Sunoco, LP's (SUN) and Sunoco Finance Corp.'s
co-issued offering of senior unsecured bonds due 2027 a 'BB'/'RR4'
rating. Proceeds from the offering are expected to be used to pay
down revolver borrowings.

KEY RATING DRIVERS

Gross Margin Stability: As part of the sale of its retail franchise
in 2018, SUN entered into a 15-year take-or-pay fuel supply
agreement with a 7-Eleven subsidiary under which SUN will supply
approximately 2.2 billion gallons of fuel annually. This supply
agreement has guaranteed annual payments to SUN, provides that
7-Eleven will continue to use the Sunoco brand at currently branded
Sunoco stores, and includes committed growth in future periods.
Fitch believes that this agreement along with wholesale revenues
from SUN's other distributor, dealer, and commercial channel sales
and planned reductions in selling, general and administrative
costs, should provide a stable source of revenue and cash flow
generation for SUN. SUN's ability to control operating expenses and
continue to drive growth will be key performance indicators going
forward.

Modest Leverage: Fitch believes that the wholesale fuel business,
supported in part by a long-term (15-year) fixed rate contract with
7-Eleven, should generate fairly consistent earnings and cash
flows. Total earnings and cash flow for SUN are expected to grow
modestly in the forecast years, supported in part by organic growth
spending and acquisitions. Management's stated objective to run the
business with a leverage (debt/adjusted EBITDA) target of 4.5x to
4.75x and distribution coverage of 1.2x or higher should result in
an appropriately capitalized SUN, consistent with Fitch's
expectations for 'BB' category midstream issuers with limited
business line diversification and some geographic concentration.

Sponsor Relationship: SUN's ratings largely reflect its stand-alone
credit profile with no express linkage to its parent company.
However, SUN's ratings do consider its relationship with its
sponsor and the owner of its general partner Energy Transfer
Operating, LP (BBB-/Stable) as being generally favorable. SUN is
part of the Energy Transfer family of partnerships. Energy Transfer
Operating, LP (formerly known as Energy Transfer Partners, LP),
owns 100% of SUN's incentive distribution rights and the
non-economic general partner interest in SUN and a significant
amount of SUN's outstanding limited partnership units. Fitch
believes SUN's affiliation with its sponsor generally provides
modest benefits, particularly in providing an option for financing,
like SUN's March 2017 preferred equity offering, or a potential
lever for retaining near-term cash through distribution waivers
provided by its sponsor or affiliate partnerships. However, no
waivers have been announced or are expected in Fitch's base case
forecast. These benefits are not typically available to stand-alone
partnerships, and Fitch believes the affiliation with its sponsor
ulitmately helps lessen event financing and operating risks. Energy
Transfer and other publicly traded partnerships have recently made
moves to simplify their structures and eliminate incentive
distribution payments. SUN has no current plans to eliminate its
incentive distribution payments.

Highly Fragmented, Competitive Sector: Concerns include high levels
of competition within the wholesale motor fuel distribution sector,
which is highly fragmented. Wholesale fuel sales are largely tied
to demand for diesel and regular gasoline. Domestic U.S. gasoline
demand is expected to be relatively flat after peaking in 2017.
SUN's ability to drive growth will depend largely on its ability to
acquire wholesale customers organically, or grow through
acquisitions, which has the potential to weigh on balance sheet
metrics, depending on how growth is financed. Management has a
publicly stated leverage target of 4.5x to 4.75x and distribution
coverage target above 1.2x, which Fitch believes indicates a
willingness to prudently manage growth and distribution policy with
an eye on maintaining reasonable credit metrics.

DERIVATION SUMMARY

SUN's focus primarily on wholesale motor fuel distribution and
logistics is unique relative to Fitch's other midstream energy
coverage. Wholesale fuel distribution tends to be a highly
fragmented market with low operating margins and largely dependent
on motor fuel demand which can be seasonal and cyclical. With its
retail business sale now complete and a portion of the proceeds
used to pay down indebtedness, Sunoco LP's leverage has improved to
levels more consistent with a mid-'BB' rating for midstream energy
names. Near-term (2019-2021) Fitch expects SUN's leverage is
expected to be in line with other seasonally or cyclically exposed
midstream energy names. Fitch estimates that SUN's 2019 leverage
will be in the 4.5x to 5.0x range compared to NuStar Energy, LP
(BB/Negative), which Fitch expects to have leverage at the high end
or above that range for 2019. SUN's leverage is also expected to be
in line with 'BB' rated Amerigas Partners, LP, which had trailing
four quarters leverage at Sept. 30, 2018 of roughly 4.6x, although
retail propane demand tends to be more seasonally affected than
motor fuel demand. SUN's size and scale is expected to be
consistent with Fitch's view on 'BB' rated master limited
partnerships, which tend to have EBITDA of roughly $500 million per
year with concentrated business line, like SUN's focus on wholesale
distribution, or geographic diversity, which SUN does not possess.


KEY ASSUMPTIONS

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

  -- Distributions held flat.

  -- Preferred equity and revolver borrowings used to fund any
capital needs.

  -- Modest volume growth stemming mostly from 2018 acquisitions,
contraction in cents per gallon margin from current levels.

  -- Total Capital spending between roughly $135 million annually
2019 - 2021.

RATING SENSITIVITIES

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

  -- Leverage (debt/EBITDA) sustained at or below 4.5x on a
sustained basis with distribution coverage sustained about 1.1x.

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

  -- Distribution coverage ratio below 1x, combined with leverage
ratios above 5.0x on a sustained basis could result in negative
rating action.

  -- EBIT Margin at or below 1.5% on a sustained basis could lead
to a negative ratings action.

LIQUIDITY

Liquidity Adequate: As of Dec. 31, 2018, SUN had $56 million in
cash and $792 million in availability under its revolving credit
agreement. SUN has no maturities until 2023. As of March 1, 2019
revolver availability was roughly $690 million. Proceeds from this
offering are expected to go towards repaying a portion of revolver
borrowings, which should free up some additional liquidity.

On July 27, 2018 SUN amended its credit agreement to extend the
maturity out to 2023. The agreement requires the company to
maintain a net leverage ratio below 5.5x and an interest coverage
ratio above 2.25x. The agreement allows for a maximum leverage
ratio of 6.0x during a specified acquisition period. As of Dec. 31,
2018 SUN was in compliance with its covenants, and Fitch believes
that SUN will remain in compliance with its covenants. The revolver
is secured by a security interest in, among other things, all of
SUN's present and future personal property and all of the present
and future personal property of its guarantors, the capital stock
of its material subsidiaries (or 66% of the capital stock of
material foreign subsidiaries), and any intercompany debt.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Sunoco, LP (co-issued with Sunoco Finance Corp.)

  -- Senior unsecured notes due 2027 'BB'/'RR4'.

Sunoco Finance Corp. (co-issued with Sunoco, LP)

  -- Senior unsecured notes due 2027 'BB'/'RR4'.

The Rating Outlook is Stable.


SUNPLAY POOLS: Needs 60-Day Extension of Plan Filing Deadline
-------------------------------------------------------------
SunPlay Pools and Spas Superstore, Inc., asks the Bankruptcy Court
to enter an order extending the period during which the Debtor has
exclusive time to file its chapter 11 plan of reorganization by
approximately 60 days.

The Debtor asserts that a 60-day extension is warranted because (a)
the January MOR evidences that the Debtor's business operations
have improved since the Petition Date; (b) the Debtor has already
begun drafting a Plan and Disclosure Statement, which will provide
a meaningful return to unsecured creditors and allow the Debtor to
further reorganize its business; (c) the Debtor's postpetition
improved margins, changes to business operations, re-opening a
retail store, and reduction in costs have put in a position to
successfully reorganize; (d) the Debtor is about to enter its
busiest time of the year, which should provide it with additional
monies to fund a Plan of reorganization; and (e) the Debtor's
principal, John Olson, intends to inject capital into the Debtor
providing "new value" to the Debtor in order to retain his equity
interests in the Debtor.

                About SunPlay Pools and Spas
                         Superstore Inc.

Founded in 1967, SunPlay Pools and Spas Superstore, Inc. --
https://www.sunplay.com/ -- operates a retail store offering pool
and spa supplies, equipment, chemicals, parts and services.  It has
been transitioning to serve customers everywhere via its online
sales department at Sunplay.com and HotTubWarehouse.com.

SunPlay Pools and Spas Superstore sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on
Oct. 4, 2018.  In the petition signed by John A. Olson, president,
the Debtor disclosed $692,093 in assets and $2,571,463 in
liabilities.  Judge Joel T. Marker oversees the case.  The Debtor
tapped The Fox Law Corporation as its lead bankruptcy counsel; and
Cohne Kinghorn, PC, as its local bankruptcy counsel.


SUPER QUALITY: April 9 Disclosure Statement Hearing
---------------------------------------------------
A hearing to consider the adequacy of the disclosure statement
explaining Super Quality Cleaners, LLC's third amended plan of
reorganization will be held on Tuesday, April 9, 2019, at 9:30
a.m., in Courtroom C, Fifth Floor, U.S. Custom House, 721 19th St.,
Denver, Colorado.

Ballots accepting or rejecting the Plan must be submitted by the
holders of all claims or interests on or before 5:00 p.m. on April
3, 2019, to Plan Proponent's counsel, Wadsworth Warner Conrardy,
P.C. at 2580 W. Main St., Suite 200, Littleton, CO 80120.

On or before April 3, 2019, any objection to confirmation of the
Plan shall be filed with the Court and a copy served on the Plan
Proponent's counsel.

               About Super Quality Cleaners

Super Quality Cleaners, LLC is a dry-cleaning plant located in
Colorado Springs, Colorado.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-20703) on November 21, 2017.  At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $500,000.

Judge Michael E. Romero presides over the case.

The Debtor hired Wadsworth Warner Conrardy, P.C. as its bankruptcy
counsel and Waugh & Goodwin, LLP as its accountant.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Super Quality Cleaners, LLC, as
of Jan. 24, according to a court docket.


SWIFT STAFFING: Disclosure Statement Hearing Moved to April 26
--------------------------------------------------------------
A hearing on the adequacy of the disclosure statement explaining
Swift Staffing Holdings, LLC's Chapter 11 Plan will be held in
Cochran U.S. Bankruptcy Courthouse, 703 Highway 145 North,
Aberdeen, MS 39730 on April 26, 2019 at 10:00 AM.  Any objections
will be filed on serve no later than April 8, 2019.

               About Swift Staffing Holdings

Swift Staffing Holdings, LLC, is a full-service provider of
staffing services with offices across the United States.  

Swift Staffing sought Chapter 11 protection (Bankr. N.D. Miss. Case
No. 18-10616) on Feb. 21, 2018.  In the petition signed by Rodney
Clay Dial, manager, the Debtor estimated assets and liabilities in
the range of $1 million to $10 million.  The case has been assigned
to Judge Jason D. Woodard.  The Debtor tapped Craig M. Geno, Esq.,
at Law Offices of Craig M. Geno, PLLC, as counsel; and Jewel Bunch
as consultant.

On Feb. 27, 2018, the bankruptcy cases of Swift Staffing Arkansas,
LLC (Case No. 18-10626), Swift Staffing Alabama, LLC (Case No.
18-10627), Swift Staffing Georgia, LLC Case No. 18-10628), Swift
Staffing North Carolina, LLC (Case No. 18-10629), Swift Staffing
Florida, LLC (Case No. 18-10630), Swift Staffing Mississippi, LLC
(Case No. 18-10631), Swift Staffing Tennessee, LLC (Case No.
18-10632), Swift Staffing Pennsylvania, LLC (Case No. 18-10633),
and Rockhill Staffing Texas, LLC (Case No. 18-10634) were
administratively consolidated into the bankruptcy cases of Swift
Staffing Holdings, LLC (Case No. 18-10616).


SYNERGY PHARMACEUTICALS: Lead Plaintiffs Object to Plan Disclosures
-------------------------------------------------------------------
Michael Margulis, Joseph Buck, Joseph Badolato, Robert Tilton, and
Cross Country Media and Sourcing, Inc. (collectively "Lead
Plaintiffs"), the court-appointed lead plaintiffs in the securities
class action captioned as In re Synergy Pharmaceuticals, Inc.
Securities Litigation, Case No. 18-cv-00873-AMD-VMS, filed a
limited supplemental objection to the approval of the proposed
second amended disclosure statement filed by the Debtor.

The Lead Plaintiffs' concerns regarding the third-party release as
it relates to the Securities Claims and its impact on the Debtors'
ability to confirm a plan, as set forth in the Initial Objection,
have been resolved assuming no further relevant modifications.

The Lead Plaintiffs now assert that to avoid any confusion with
other document preservation provisions in the Second Amended Plan,
section 5.17 should begin with the language "Notwithstanding
anything set forth in this Second Amended Plan or in the
Confirmation Order . . ."

While the Lead Plaintiffs do not believe these issues warrant the
wholesale denial of approval of the Second Amended Disclosure
Statement, they point out that additional disclosure should be
included in the Second Amended Disclosure Statement, and any order
approving the Second Amended Disclosure Statement should make clear
that all parties' rights are reserved with respect to all issues
arising in connection with confirmation of the Second Amended Plan
or any other plan.

Bankruptcy Counsel to Lead Plaintiffs and the Proposed Class:

     Michael S. Etkin, Esq.
     Andrew Behlmann, Esq.
     LOWENSTEIN SANDLER LLP
     One Lowenstein Drive
     Roseland, NJ 070068
     Telephone: 973-597-2500
     Facsimile: 973-597-2333
     Email: metkin@lowenstein.com
            abehlmann@lowenstein.com

Co-Lead Counsel to Lead Plaintiffs and the Proposed Class:

     Richard W. Gonnello, Esq.
     Sherief Morsy, Esq.
     Dillon Hagius, Esq.
     FARUQI & FARUQI, LLP
     685 Third Avenue, 26th Floor
     New York, NY 10017
     Telephone: 212-983-9330
     Facsimile: 212-983-9331
     Email: rgonnello@faruqilaw.com
            smorsy@faruqilaw.com
            dhagius@faruqilaw.com

               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.

The U.S. Trustee for Region 2 on Jan. 29, 2019, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.


SYNERGY PHARMACEUTICALS: Unsecureds to Recoup 34%
-------------------------------------------------
Synergy Pharmaceuticals Inc. and Synergy Advanced Pharmaceuticals,
Inc., filed a second amended joint Chapter 11 plan of
reorganization and accompanying disclosure statement.

Class 3: Term Loan Claims
Estimated Amount of Claims: $37,105,161.21
Estimated Recovery: approximately 35%

Except to the extent that a Holder of an Allowed Term Loan Claim
agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange
for each and every Allowed Term Loan Claim, on the Effective Date,
each Holder of an Allowed Term Loan Claim shall receive:

   (a) first, its Pro Rata Share of the amount equal to 50% of
Excess Sale Proceeds3 until the earlier of (i) payment in full of
all Allowed General Unsecured Claims (including allowed
post-petition interest, if any) or (ii) payment of $36 million of
the Allowed Term Loan Claims (plus Term Loan Interest, if any);

   (b) second, if (i) occurs before (ii) as set forth in (a) above,
its Pro Rata Share of 100% of the Excess Sale Proceeds until
payment of $36 million of the Allowed Term Loan Claims (plus Term
Loan Interest, if any); and

   (c) third, after (i) payment in full of all Allowed General
Unsecured Claims (including allowed post-petition interest, if any)
and (ii) payment of $36 million of the Allowed Term Loan Claims
(plus Term Loan Interest, if any), its Pro Rata Share of the amount
equal to 50% of Excess Sale Proceeds until all Allowed Term Loan
Claims (plus Term Loan Interest, if any) are paid in full.

On the Effective Date, in return for the distributions set forth
above, the Term Lenders shall release any and all security
interests and Liens, including without limitation security
interests and Liens on Sale proceeds, Avoidance Actions and/or the
proceeds thereof and other Causes of Action of the Debtors, to the
Debtors.

Class 4: General Unsecured Claims
Estimated Amount of Claims: $38,600,000
Estimated Recovery: approximately 34%

Except to the extent that a Holder of an Allowed General Unsecured
Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange
for each and every Allowed General Unsecured Claim, each Holder of
an Allowed General Unsecured Claim shall receive beneficial
interests in the Litigation Trust entitling each Holder of an
Allowed General Unsecured Claim  to receive its Pro Rata Share of
any recovery from Causes of Action or Avoidance Actions that vest
in the Litigation Trust on the Effective Date in accordance with
Section 5.03 of the Plan and:

   (a) first, its Pro Rata Share of the amount equal to 50% of
Excess Sale Proceeds until the earlier of (i) payment in full of
all Allowed General Unsecured Claims (including allowed
post-petition interest, if any) or (ii) payment of $36 million of
the Allowed Term Loan Claims (plus Term Loan Interest, if any);

   (b) second, if (ii) occurs before (i) as set forth in (a) above,
its Pro Rata Share of 100% of the Excess Sale Proceeds until all
Allowed General Unsecured Claims, (including allowed post-petition
interest, if any) are paid in full; and

   (c) third, its Pro Rata Share of the recoveries from the
Litigation Trust, if any, until such Allowed General Unsecured
Claim (including allowed post-petition interest, if any) is paid in
full.

Class 5: Section 510(b) Claims
Estimated Recovery: 0%

On the Effective Date, or as soon as reasonably practicable
thereafter, each Holder of an Allowed Section 510(b) Claim, if any,
shall receive beneficial interests in the Litigation Trust
entitling each Holder of Allowed Section 510(b) Claims to receive
its Pro Rata Share of any recovery from Causes of Action or
Avoidance Actions that vest in the Litigation Trust on the
Effective Date in accordance with Section 5.03 of the Plan and:

   (a) first, its Pro Rata Share of the proceeds, if any, of the
Debtors’ D&O Policies payable on account of Allowed Section
510(b) Claims

   (b) after (i) payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any) and (ii)
payment of $36 million of the Allowed Term Loan Claims (plus Term
Loan Interest, if any), if such Allowed Section 510(b) Claim has
not been paid in full on account of any other distributions
pursuant to this section, its Pro Rata Share of the amount equal to
50% of Excess Sale Proceeds, if any, shared ratably with Holders of
Allowed Interests in Synergy Pharmaceuticals, until the earlier of
payment in full of (1) the Allowed Term Loan Claims (plus Term Loan
Interest, if any) and (2) such Allowed Section 510(b) Claim;

   (c) after (i) payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any) and (ii)
payment in full of all Allowed Term Loan Claims (plus Term Loan
Interest, if any), if such Allowed Section 510(b) Claim has not
been paid in full on account of any other distributions pursuant to
this section, its Pro Rata Share of the Excess Sale Proceeds, if
any, shared ratably with Holders of Allowed Interests in Synergy
Pharmaceuticals, until such Allowed Section 510(b) Claim is paid in
full; and

   (d) after payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any), if such
Allowed Section 510(b) Claim has not been paid in full on account
of any other distributions pursuant to this section, its Pro Rata
Share of the recoveries from the Litigation Trust, if any, shared
ratably with Holders of Allowed Interests in Synergy
Pharmaceuticals, until such Allowed Section 510(b) Claim is paid in
full.

With respect to distributions, if any, of Excess Sale Proceeds or
recoveries from the Litigation Trust, to be shared ratably between
Holders of Allowed Section 510(b) Claims and Allowed Interests in
Synergy Pharmaceuticals, each holder of an Allowed Section 510(b)
Claim shall be entitled to its Pro Rata Share of the Excess Sale
Proceeds, or recoveries from the Litigation Trust to be distributed
to Holders of Allowed Section 510(b) Claims and Allowed Interests
in Synergy Pharmaceuticals, multiplied by the quotient of the value
of all Allowed Section 510(b) Claims as determined by a Final Order
of the Bankruptcy Court divided by the sum of (x) the value of the
Excess Sale Proceeds or recoveries from the Litigation Trust to be
distributed and (y) the value of all Allowed Section 510(b) Claims
as determined by a Final Order of the Bankruptcy Court.

Class 8: Interests
Estimated Recovery: 0%

On the Effective Date, Allowed Interests in Synergy
Pharmaceuticals, including the Old SP Common Stock, shall be deemed
automatically cancelled, released, and extinguished without further
action by the Debtors or the Plan Administrator, and each Holder of
Allowed Interests in Synergy Pharmaceuticals shall receive
beneficial interests in the Litigation Trust entitling each Holder
of Allowed Interests in Synergy Pharmaceuticals to receive its Pro
Rata Share of any recovery from Causes of Action or Avoidance
Actions that vest in the Litigation Trust on the Effective Date in
accordance with Section 5.03 of the Plan:

   (a) after (i) payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any) and (ii)
payment of $36 million of the Allowed Term Loan Claims (plus Term
Loan Interest, if any), its Pro Rata Share of the amount equal to
50% of Excess Sale Proceeds, if any, shared ratably with Holders of
Allowed Section 510(b) Claims, until payment in full of the Allowed
Term Loan Claims (plus Term Loan Interest, if any);

   (b) after (i) payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any) and (ii)
payment in full of all Allowed Term Loan Claims (plus Term Loan
Interest, if any), its Pro Rata Share of the Excess Sale Proceeds,
if any, shared ratably with Holders of Allowed Section 510(b)
Claims, until all Allowed Section 510(b) Claims are paid in full;
and

   (c) after payment in full of all Allowed General Unsecured
Claims (including allowed post-petition interest, if any), its Pro
Rata Share of the recoveries from the Litigation Trust, if any,
shared ratably with Holders of Allowed Section 510(b) Claims, until
all Allowed Section 510(b) Claims are paid in full.

With respect to distributions, if any, of Excess Sale Proceeds or
recoveries from the Litigation Trust, to be shared ratably between
Holders of Allowed Section 510(b) Claims and Allowed Interests in
Synergy Pharmaceuticals, each holder of an Allowed Interest in
Synergy Pharmaceuticals shall be entitled to its Pro Rata Share of
the Excess Sale Proceeds or recoveries from the Litigation Trust to
be distributed to Holders of Allowed Section 510(b) Claims and
Allowed Interests in Synergy Pharmaceuticals, multiplied by the
quotient of the value of the Excess Sale Proceeds or recoveries
from the Litigation Trust to be distributed divided by the sum of
(ax) the value of the Excess Sale Proceeds or recoveries from the
Litigation Trust to be distributed and (by) the value of all
Allowed Section 510(b) Claims as determined by a Final Order of the
Bankruptcy Court.

Subject to Bankruptcy Court approval of the sale of substantially
all of the Debtors’ assets to the Stalking-Horse Bidder (as
defined below), the Debtors’ estimate that there will be
approximately $26.1 million of Excess Sale Proceeds, which under
the Plan will be split on a 50-50 basis between the Holders of
Allowed Term Loan Claims and Holders of Allowed General Unsecured
Claims. Accordingly, each Holder of an Allowed Term Loan Claim will
receive its Pro Rata Share of a total of approximately $13.05
million to be distributed to Holders of Allowed Term Loan Claims
and each Holder of an Allowed General Unsecured Claim will receive
its Pro Rata Share of a total of approximately $13.05 million to be
distributed to Holders of Allowed General Unsecured Claims.

Any recoveries from the Causes of Action and Avoidance Actions
vested in the Litigation Trust will be distributed pro rata to
Holders of Allowed General Unsecured Claims until all Allowed
General Unsecured Claims are paid in full. After all Allowed
General Unsecured Claims are paid in full, any recoveries from the
Litigation Trust will be shared ratably between Holders of Allowed
Section 510(b) Claims until paid in full and Holders of Allowed
Interests in Synergy Pharmaceuticals.

With respect to distributions, if any, of recoveries from the
Litigation Trust to be shared ratably between Holders of Allowed
Section 510(b) Claims and Allowed Interests in Synergy
Pharmaceuticals, (1) each Holder of an Allowed Section 510(b) Claim
shall be entitled to its Pro Rata Share of the recoveries from the
Litigation Trust, multiplied by the quotient of the value of all
Allowed Section 510(b) Claims as determined by a Final Order of the
Bankruptcy Court divided by the sum of (x) the value of the
recoveries from the Litigation Trust to be distributed and (y) the
value of all Allowed Section 510(b) Claims as determined by a Final
Order of the Bankruptcy Court; and (2) each holder of an Allowed
Interest in Synergy Pharmaceuticals shall be entitled to its Pro
Rata Share of the recoveries from the Litigation Trust multiplied
by the quotient of the value of the recoveries from the Litigation
Trust divided by the sum of (x) the value of the recoveries from
the Litigation Trust and (y) the value of all Allowed Section
510(b) Claims as determined by a Final Order of the Bankruptcy
Court.

For purposes of illustration, assume that (1) there are $10 million
of recoveries from the Litigation Trust to be distributed ratably
to Holders of Allowed Section 510(b) Claims and Allowed Interests
in Synergy Pharmaceuticals and (2) $1 million in Section 510(b)
Claims are Allowed by Final Order of the Bankruptcy Court. In this
scenario, each Holder of an Allowed Section 510(b) Claim will
receive its Pro Rata Share of $10,000,000 x ($1,000,000 ÷
($10,000,000 + $1,000,000)), or its Pro Rata Share of $909,090 to
be distributed to Holders of Allowed Section 510(b) Claims. Each
Holder of an Allowed Interest in Synergy Pharmaceuticals will
receive its Pro Rata Share of $10,000,000 x ($10,000,000 ÷
($10,000,000 + $1,000,000)), or it Pro Rata Share of $9,090,909 to
be distributed to Holders of Allowed Interests in Synergy
Pharmaceuticals.

Upon approval of the Plan, Holders of Allowed General Unsecured
Claims, Allowed Section 510(b) Claims and Allowed Interests in
Synergy Pharmaceuticals will receive beneficial interests in a
litigation trust to be formed on the Effective Date (the
“Litigation Trust”). An entity acceptable to the Debtors, the
Creditors’ Committee and the Equity Committee will serve as the
trustee of the Litigation Trust (the “Litigation Trustee”). An
oversight committee comprised of members designated by the
Creditors’ Committee and the Equity Committee will oversee the
activities of the Litigation Trust and the Litigation Trustee. On
the Effective Date, all Avoidance Actions and Causes of Action of
the Debtors that are neither (x) acquired by the Purchaser or
otherwise released pursuant to the Asset Purchase Agreement nor (y)
released pursuant to the Plan or the Final DIP Order shall be
vested in the Litigation Trust. Any recoveries from the Causes of
Action and Avoidance Actions that vest in the Litigation Trust will
be distributed pro rata to Holders of Allowed General Unsecured
Claims until all Allowed General Unsecured Claims are paid in full.
After all Allowed General Unsecured Claims are paid in full, any
recoveries from the Litigation Trust will be shared ratably between
Holders of Allowed Section 510(b) Claims until paid in full and
Holders of Allowed Interests in Synergy Pharmaceuticals.

An entity acceptable to Debtors, the Creditors' Committee and the
Equity Committee, will serve as the Plan Administrator under the
Plan. The Plan Administrator’s rights and duties shall include,
among others, (1) making distributions to Holders of Allowed Claims
and Interests as provided for in the Plan, (2) administering,
reconciling and resolving Claims against and Interests in the
Debtors, (3) filing tax returns and paying taxes, (4) administering
the Debtors' 401(k) benefit plans, (5) defending the Debtors in the
Securities Litigation and any other pending or future securities
litigation against the Debtors and (6) dissolving the Liquidating
Debtors. The Debtors, the Liquidating Debtors and the Plan
Administrator shall have no direct or indirect control, influence
or authority over the Litigation Trust, the Litigation Trustee or
the Oversight Committee or any of their respective decisions. The
Litigation Trust shall be a legally separate and distinct Entity
from the Debtors and/or the Liquidating Debtors, and the Litigation
Trustee shall be a separate and distinct Entity from the Plan
Administrator. Upon dissolution of the Liquidating Debtors, the
Plan Administrator will transfer any remaining funds in the
Wind-Down Reserve to the Litigation Trust. The post-Effective Date
structure and governance of the Liquidating Debtors and the
Litigation Trust is set forth on Exhibit B to the Plan.

The Confirmation Order shall provide that, on the Effective Date,
all of the Debtors' privileges and work product, including but not
limited to any attorney-client privilege or work-product privilege
attaching to any documents or communications (whether written or
oral), related to Avoidance Actions and Causes of Action that vest
in the Litigation Trust, shall be vested in the Litigation Trust,
which – except as expressly set forth below – will have
exclusive authority to waive or not waive the Debtors’ privileges
in its sole discretion. Notwithstanding the foregoing and for the
avoidance of doubt, the privileges transferred to the Litigation
Trust do not include any privileges (including but not limited to
attorney-client privilege or work-product privilege) of the current
and former individual directors and officers of the Debtors,
including but not limited to any such privilege attaching to any
documents or communications (whether written or oral) between the
directors and officers of the Debtors and Davis Polk & Wardwell
LLP.  Each individual director or officer shall retain all
privileges and work product, including but not limited to any
attorney-client privilege or work-product privilege attaching to
any personal documents or communications (whether written or oral)
between such director or officer, on the one hand, and Davis Polk,
on the other hand. The description of the treatment of privileges
does not purport to be complete and is qualified in its entirety by
reference to Section 5.16 of the Plan.

DIP Settlement

On February 6, 2019, the Debtors filed a motion seeking approval of
a settlement between the Debtors, the Creditors' Committee and the
Prepetition Secured Parties of, among other things, potential
objections to the Prepetition Secured Obligations and the
Prepetition Liens, including the Prepayment Premium and the
Back-End Facility Fee.

The key terms of the DIP Settlement include, among other things,
the following:
The Prepayment Premium and the Back-End Fee -- which together
constitute the Remaining Prepetition Secured Claims under the Third
Interim DIP Order and proposed Final DIP Orde -- will be deemed
allowed secured Term Loan Claims in the aggregate amount of
approximately $37.1 million. From the date of entry of the Final
DIP Order until the earlier of the Effective Date and May 8, 2019,
the Prepetition Secured Parties will receive monthly cash pay
interest at 13.5% on the allowed Term Loan Claims.

Excess Sale Proceeds will be shared as follows:

   * First, on a 50–50 basis between the Prepetition Secured
Parties and general unsecured creditors (excluding any deficiency
claim of the Prepetition Secured Parties) until: (a) the
Prepetition Secured Parties have recovered $36 million (plus
certain interest) in respect of the Remaining Prepetition Secured
Claims or (b) General Unsecured Claims (including postpetition
interest thereon) have been paid in full;

   * Second, once the Prepetition Secured Parties or general
unsecured creditors have received a distribution equal to the
threshold amount set forth in clause (a) or (b), respectively, of
the preceding paragraph, 100% of the remaining Excess Sale Proceeds
will be distributed to the other party until it has received a
distribution equal to the threshold amount set forth in clause (a)
or (b) of the preceding paragraph; and

   * Third, after the Prepetition Secured Parties and general
unsecured creditors have received distributions equal to the
threshold amounts set forth in clause (a) and (b) above,
respectively, the Excess Sale Proceeds will be shared on a 50-50
basis between the Prepetition Secured Parties, on the one hand, and
holders of Section 510(b) Claims and Interests in Synergy
Pharmaceuticals, on the other hand, until the Prepetition Secured
Parties have recovered $37.1 million (plus certain interest) in
respect of the Remaining Prepetition Secured Claims; and A
litigation trust will be established and funded for the benefit of
general unsecured creditors (and, if general unsecured creditors
are paid in full, holders of Section 510(b) Claims and Interests in
Synergy Pharmaceuticals) to prosecute estate causes of action that
are neither released nor acquired by the successful bidder. The
proceeds of the litigation trust will be distributed first to
general unsecured creditors until all General Unsecured Claims
(including postpetition interest thereon) are paid in full, and
thereafter ratably to holders of Section 510(b) Claims and
Interests in Synergy Pharmaceuticals.  The foregoing description of
the Settlement Term Sheet does not purport to be complete and is
qualified in its entirety by reference to the Settlement Term
Sheet. The Court held hearings on the DIP Settlement Motion on
February 21, 2019, and February 22, 2019. In the days leading up to
the hearings, objections were filed by the Equity Committee [Docket
No. 351] and the lead plaintiffs in the Securities Action [Docket
No. 348], the latter of which was consensually resolved prior to
the hearing. By its objection, the Equity Committee raised issues,
among other things, regarding the Debtors’ settlement authority
under Bankruptcy Rule 9019 to abridge the Equity Committee’s
right to challenge the Prepetition Secured Obligations, including
the Prepayment Premium and the Back-End Facility Fee. At the
February 21 hearing, the Court overruled the Equity Committee's
objection and found the DIP Settlement to be within the range of
reasonableness.
On February 26, 2019, the Court entered an order approving the DIP
Settlement Motion.

Final Hearing on Cash Collateral and DIP Motion

On February 22, 2019, the Court held a final hearing on the
Debtors' Cash Collateral and DIP Motion. The Court's approval of
the Cash Collateral and DIP Motion on a final basis authorized the
Debtors to have access to the remaining availability under the DIP
Facility, specifically allowing (i) the borrowing of an incremental
$25 in New Money DIP Loans and (ii) the rolling up of approximately
$58 million of Prepetition Obligations into Roll Up DIP Loans. In
advance of the Final DIP Hearing, the Equity Committee filed an
objection containing similar concerns to its objection to the DIP
Settlement. However, upon the Court's ruling granting the Debtors'
DIP Settlement Motion, the Equity Committee did not pursue its
objection to the Debtors' Cash Collateral and DIP Motion. On
February 26, 2019, the Court entered an order approving the relief
requested on a final basis.

The Court has scheduled a hearing to consider confirmation of the
Plan for April 23, 2019 at 11:00 a.m. (Eastern Time) in the United
States Bankruptcy Court for the Southern District of New York, One
Bowling Green, New York, New York 10004.  The Court has directed
that objections, if any, to confirmation of the Plan be filed and
served on or before April 11, 2019 at 4:00 p.m. (Eastern Time) in
the manner described in the Notice accompanying this Disclosure
Statement. The Confirmation Hearing may be adjourned from time to
time by way of announcement of such continuance in open Court or
otherwise, without further notice to parties in interest.

A full-text copy of the Second Amended Disclosure Statement dated
February 28, 2019, is available at:
http://bankrupt.com/misc/nysb19-1814010jlg-477.pdf

              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.

The U.S. Trustee for Region 2 on Jan. 29, 2019, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.


TANK HOLDING: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings on March 11 affirmed its 'B' issuer credit
rating on U.S.-based storage tank manufacturer Tank Holding Corp.,
which plans to issue new debt to finance its acquisition by private
equity sponsor Olympus Partners.

Although the transaction increases debt to EBITDA to about 7x on an
S&P Global Ratings-adjusted basis as of Sept. 30, 2018, S&P said it
forecasts the company will reduce leverage to around 6.5x over the
next 12 months.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to the company's proposed first-lien credit facilities,
indicating its expectation of 50%-70% recovery (rounded estimate
55%) in the event of a payment default.

The proposed debt consists of a first-lien credit facility, which
includes a $60 million revolver and $480 million term loan, and a
second-lien term loan (unrated). S&P forecasts that Tank will
continue to generate solid free cash flow, which it believes the
company will use to make tuck-in acquisitions and repay debt.
Olympus Partners did not take a dividend from Tank during the
sponsor's previous ownership, from 2008 to 2012, and S&P's base
case does not include sponsor dividends over the next two years.

The stable outlook reflects S&P's expectation that Tank will
benefit from a broadly favorable end market environment in 2019,
which will allow the company to generate good free cash flow of $20
million-$30 million annually and reduce leverage to around 6.5x
over the next 12 months.

"We could lower the rating if we expect the company's debt to
EBITDA to remain well above 6.5x on a sustained basis. This could
occur if, for instance, demand in the agricultural or industrial
markets weaken, forcing customers to delay purchases," S&P said.
S&P said it could also lower its ratings if the company does not
generate meaningful free cash flow and liquidity became
constrained.

"While unlikely over the next 12 months, we could raise our rating
if the company reduced leverage to less than 5x on a sustained
basis. This could occur if the company continued to improve its
operating performance and consistently used free cash flow for debt
repayment," S&P said. A higher rating would also require the
company's owners' commitment to maintaining leverage at this level,
inclusive of potential acquisitions or shareholder returns,
according to S&P.


TECHNICAL COMMUNICATIONS: Nasdaq Accepts Plan to Regain Compliance
------------------------------------------------------------------
The Nasdaq Listing Qualifications department of the Nasdaq Stock
Market notified Technical Communications Corporation on March 11,
2019 that it had accepted the Company's plan to regain compliance
with Nasdaq Listing Rule 5250(c)(1), which permits the continued
listing of the Company's common stock on the Nasdaq Capital Market.
Nasdaq granted the Company an extension until no later than May
10, 2019 to file its Form 10-K for the fiscal year ended Sept0 29,
2018 together with its Form 10-Q for the quarter ended Dec. 29,
2018.

               About Technical Communications

Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com/-- specializes in secure
communications systems and customized solutions, supporting its
CipherONE best-in-class criteria, to protect highly sensitive
voice, data and video transmitted over a wide range of networks.
Government entities, military agencies and corporate enterprises in
115 countries have selected TCC's proven security to protect their
communications.

Technical Communications reported a net loss of $1.43 million for
the year ended Sept. 30, 2017, compared to a net loss of $2.47
million for the year ended Oct. 1, 2016.  As of June 30, 2018, the
Company had $3.84 million in total assets, $481,543 in total
current liabilities and $3.36 million in total stockholders'
equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has an accumulated deficit, has suffered significant net
losses and negative cash flows from operations and has limited
working capital that raise substantial doubt about its ability to
continue as a going concern.


THISTLE FOUNDRY: May 2 Approval Hearing on Plan Outline Set
-----------------------------------------------------------
Bankruptcy Judge Paul M. Black is set to hold a hearing on May 2,
2019 at 10:30 a.m. to consider approval of Thistle Foundry &
Machine Co., Inc.'s disclosure statement referring to a chapter 11
plan dated Feb. 27, 2019.

April 26, 2019 is fixed as the last date for filing and serving
written objections to the Disclosure Statement.

             About Thistle Foundry & Machine

Thistle Foundry & Machine Co., Inc., is a privately held company in
Bluefield, VA, categorized under Steel Foundries.  Thistle Foundry
filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 18-71371) on
Oct. 12, 2018, estimating $500,001 to $1 million in assets and
liabilities.  The Petition was signed by Albert A. Crews, Jr.,
president. Copeland Law Firm, P.C., led by Robert Tayloe Copeland,
serves as counsel to the Debtor.


TIG HOLDINGS: Hires Weinstein & St. Germain as Attorney
-------------------------------------------------------
TIG Holdings, Inc., seeks authority from the U.S. Bankruptcy Court
for the Western District of Louisiana to employ Weinstein & St.
Germain, LLC, as attorney to the Debtor.

TIG Holdings requires Weinstein & St. Germain to:

   -- give the Debtor legal advice with respect to the Debtor's
      powers and duties as Debtor-in-possession in the continued
      operation of the Debtor's business and management of the
      Debtor's property; and

   -- perform all legal services for the Debtor-in-possession
      which may be necessary herein.

Weinstein & St. Germain 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.

Tom St. Germain, partner of Weinstein & St. Germain, LLC, 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.

Weinstein & St. Germain can be reached at:

     Tom St. Germain, Esq.
     WEINSTEIN & ST. GERMAIN, LLC
     1414 NE Evangeline Throughway
     Lafayette, LA 70501
     Tel: (800) 435-7487

                      About TIG Holdings

TIG Holdings, Inc., filed a Chapter 11 bankruptcy petition (W.D.
La. Case No. 19-50245) on Feb. 27, 2019.  The Debtor hired
Weinstein & St. Germain, LLC, as counsel.



TOTAL FINANCE: Seeks to Hire Mayer Brown as Special Tax Counsel
---------------------------------------------------------------
Total Finance Investment Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Mayer Brown LLP, as special tax claims
counsel to the Debtors.

Total Finance requires Mayer Brown to:

   (a) develop and implement the Debtors' strategy for
       identifying credits and obtaining refunds with respect to
       the Debtors' liability for sale taxes under Illinois law;

   (b) prepare and file tax refund claims;

   (c) exercise the Debtors' right to appeal to the Bankruptcy
       Court or any other court of competent jurisdiction adverse
       rulings by Illinois administrative or tribunal proceedings
       concerning the Debtors' sale tax liabilities;

   (d) draft and file all pleadings, briefs and other court
       filings with respect to any such appeals;

   (e) negotiate and document potential settlements with the
       Illinois Department of Revenue concerning such appeals;
       and

   (f) advise and represent the Debtors and their estates in all
       aspects of their Illinois sales tax refund claims.

Mayer Brown will be paid at these hourly rates:

     Partners                $700-$1050
     Counsel                 $750-$950
     Associates              $435-$650
     Paraprofessionals       $300-$400

In the one year period before the Petition Date, Mayer Brown
received compensation from the Debtors in the total amount of
$491,387.04

Mayer Brown held no prepetition claims against the Debtors and is
holding the balance of the Advance Payment of $39,361.

Mayer Brown will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   Question:  Did you agree to any variations from, or
              alternatives to, your standard or customary billing
              arrangements for this engagement?

   Response:  Yes, Mayer Brown voluntarily is providing the
              Debtors postpetition with the same 10% discount of
              its normal hourly rates as it provided to the
              Debtors prepetition.

   Question:  Do any of the professionals included in this
              engagement vary their rate based on the geographic
              location of the bankruptcy case?

   Response:  No.

   Question:  If you represented the client in the 12 months
              prepetition, disclose your billing rates and
              material financial terms for the prepetition
              engagement, including any adjustments during the 12
              months prepetition. If your billing rates and
              material financial terms have changed postpetition,
              explain the difference and the reasons for the
              difference.

   Response:  Mayer Brown represented the Debtors in the 12
              months prepetition. At all relevant times, Mayer
              Brown charged the Debtors their prevailing rates
              less a voluntary 10% discount. Mayer Brown's rates
              are adjusted annually, usually on July 1 of each
              year. Mayer Brown has not varied its prevailing
              rates postpetition and will continue to apply a 10%
              discount to such rates.

   Question:  Has your client approved your prospective budget
              and staffing plan, and, if so for what budget
              period?

   Response:  Mayer Brown will work with the Debtors to approve a
              prospective budget and staffing plan for Mayer
              Brown's engagement for the postpetition period as
              appropriate. The budget may be amended as necessary
              to reflect changed or unanticipated circumstances.

John A. Janicik, partner of Mayer Brown 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.

Mayer Brown can be reached at:

     John A. Janicik, Esq.
     MAYER BROWN LLP
     71 South Wacker Drive
     Chicago, IL 60606
     Tel: (312) 782-0600
     Fax: (312) 701-7711
     E-mail: JJanicik@mayerbrown.com

              About Total Finance Investment Inc.

Founded in 2000, Total Finance Investment and its subsidiaries --
http://www.totalfinance.net/-- are operators of buy-here, pay-here
(BHPH) used automobile dealership in Illinois and in the greater
Chicagoland area. The Company sold used vehicles at their
dealership locations, provided financing to customers to facilitate
their purchase of the Company's vehicles and certain add-on
products, and operated an independent insurance broker through
which the Company helped their customers secure automobile
insurance coverage from third-party insurance providers.

Total Finance Investment Inc. and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13,
2019.

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

The Hon. Carol A. Doyle oversees the case.

The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT,
SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS,
INC., as interim management services provider; PORTAGE POINT
PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and
MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN
CARSON CONSULTANTS LLC as claims and noticing agent.



TOTAL FINANCE: Seeks to Hire Togut Segal as Co-Counsel
------------------------------------------------------
Total Finance Investment Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Togut Segal & Segal LLP, as co-counsel to the
Debtors.

Total Finance requires Togut Segal to handle matters that the Car
Outlet Debtors may encounter which are not appropriately handled by
Sidley Austin due to a potential or actual conflict of interest
with certain creditors of the Car Outlet Debtors, and to perform
such other duties.

Togut Segal will be paid at these hourly rates:

     Partners               $750-$1,125
     Counsels               $740-$935
     Associates             $390-$730
     Paralegals             $195-$385

Togut Segal has been paid a retainer in the amount of $75,000 by
the Debtors.  To date, Togut Segal has been paid $202,266 to cover
fees and $2,982 to cover expenses through Feb. 12, 2019.  As of the
Petition Date, Togut Segal holds a Retainer balance of $51,480,
which will be applied to post-petition fees and expenses.

Togut Segal will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   a. The identity and position of the person making the
      verification. The person ordinarily should be the general
      counsel of the debtor or another officer responsible for
      supervising outside counsel and monitoring and controlling
      legal costs.

   b. The steps taken by the client to ensure that the
      applicant's billing rates and material terms for the
      engagement are comparable to the applicant's billing rates
      and terms for other non-bankruptcy engagements and to the
      billing rates and terms of other comparably skilled
      professionals.

   c. The number of firms the client interviewed.

   d. If the billing rates are not comparable to the Firms's
      billing rates for other nonbankruptcy engagements and to
      the billing rates of other comparably skilled
      professionals, the circumstances warranting the retention
      of that firm.

   e. The procedures the client has established to supervise the
      applicant's fees and expenses and to manage costs. If the
      procedures for the budgeting, review and approval of fees
      and expenses differ from those the client regularly employs
      in nonbankruptcy cases to supervise outside counsel,
      explain how and why. In addition, describe any efforts to
      negotiate rates, including rates for routine matters, or in
      the alternative to delegate such matters to less expensive
      counsel.

Frank A. Oswald, partner of Togut Segal & Segal 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.

Togut Segal can be reached at:

     Frank A. Oswald, Esq.
     TOGUT SEGAL & SEGAL LLP
     One Penn Plaza
     New York, NY 10119
     Tel: (212) 594-5000

                   About Total Finance Investment

Founded in 2000, Total Finance Investment and its subsidiaries --
http://www.totalfinance.net/-- are operators of buy-here, pay-here
(BHPH) used automobile dealership in Illinois and in the greater
Chicagoland area. The Company sold used vehicles at their
dealership locations, provided financing to customers to facilitate
their purchase of the Company's vehicles and certain add-on
products, and operated an independent insurance broker through
which the Company helped their customers secure automobile
insurance coverage from third-party insurance providers.

Total Finance Investment Inc. and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13,
2019.  The Debtors estimated $100 million to $500 million in assets
$50 million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Carol A. Doyle oversees the case.

The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel; TOGUT,
SEGAL & SEGAL LLP as special counsel; DEVELOPMENT SPECIALISTS,
INC., as interim management services provider; PORTAGE POINT
PARTNERS, LLC, as financial advisor; KEEFE, BRUYETTE & WOODS and
MILLER BUCKFIRE & CO., LLC as investment banker; and KURTZMAN
CARSON CONSULTANTS LLC as claims and noticing agent.


TWISTLEAF HOLDINGS: Hires Valuation Source as Appraiser
-------------------------------------------------------
Twistleaf Holdings LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Valuation Source, as
appraiser and valuation expert to the Debtor.

Twistleaf Holdings requires Valuation Source to appraise and
prepare a valuation on the Debtor's properties located at 7450 S.
Eastern Ave., #2016 Las Vegas, Nevada 89123; 4735 Sweeping Glen St.
Las Vegas, Nevada 89129; 2509 Sea Venture Dr. Las Vegas, Nevada
89128; and 8012 Roundup Ridge St. Las Vegas, Nevada 89131.

Valuation Source will charge a flat fee of $2,400 to prepare an
appraisal report for all Properties, and $600 flat fee to prepare
an appraiser report for each Property.

Andrew J. Johnson, partner of Valuation Source, 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.

Valuation Source can be reached at:

     Andrew J. Johnson
     VALUATION SOURCE
     5510 S. Fort Apache Rd
     Las Vegas, NV 89148
     Tel: (702) 496-9923
     Fax: (888) 261-3292
     E-mail: andrew@valuationsourcenv.com

                     About Twistleaf Holdings

Twistleaf Holdings LLC, based in Las Vegas, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 19-10654) on Feb. 4, 2019.  The
Hon. August B. Landis oversees the case.  Andersen Law Firm, LTD.,
serves as bankruptcy counsel to the Debtor.  In the petition signed
by Shawn Samol, authorized signatory, the Debtor disclosed $399,233
in assets and $1,306,756 in liabilities.


UNITED METHODIST: Hires Svihla & Associates as Accountant
---------------------------------------------------------
The United Methodist Village, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Illinois to employ
Svihla & Associates CPAs, LLC, as forensic accountant to the
Debtor.

United Methodist requires Svihla & Associates to assist the Debtor
in relation to the investigation of several suspicious transactions
entered by its previous CEO.

Svihla & Associates will be paid at the hourly rate of $120-$250.

Svihla & Associates will be paid $250 per hour for field works, and
$350 per hour for testimony.

Svihla & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

William H. Svihla, partner of Svihla & Associates CPAs, LLC,
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.

Svihla & Associates can be reached at:

     William H. Svihla
     SVIHLA & ASSOCIATES CPAS, LLC
     2901 Ohio Blvd., Suite 282
     Terre Haute, IN 47803
     Tel: (812) 238-9202

               About The United Methodist Village

The United Methodist Village, Inc., is a not for profit nursing
home based in Lawrenceville, Illinois.

The United Methodist Village filed a Chapter 11 petition (Bankr.
S.D. Ill. Case No. 19-60046) on Feb. 22, 2019.  The petition was
signed by Ashli Wesley, administrator.  The Hon. Laura K. Grandy
oversees the case.  Roy J. Dent, Esq., at Dent Law Office, Ltd.,
serves as bankruptcy counsel.  In its petition, the Debtor
disclosed $13,779,571 in assets and $7,164,533 in liabilities.



VANGUARD HEALTHCARE: Plan Outline Hearing Set for April 9
---------------------------------------------------------
Bankruptcy Judge Randal S. Mashburn is set to hold a hearing on
April 9, 2019 at 9:00 a.m. to consider approval of Vanguard of
Memphis, LLC's disclosure statement in support of a plan of
liquidation dated Feb. 27, 2019.

The last day to file and serve written objections to the Disclosure
Statement is April 1, 2019.

                About Vanguard Healthcare

Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).

Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016.  In the petition signed by CEO William D. Orand,
Vanguard estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.  

The cases are assigned to Judge Randal S. Mashburn.

The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.

The U.S. Trustee appointed Laura E. Brown as patient care ombudsman
for Vanguard Healthcare.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors.  Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee.  CohnReznick LLP is the committee's
financial advisor.


WASTE PRO: Moody's Alters Outlook on B2 CFR to Negative
-------------------------------------------------------
Moody's Investors Service (Moody's) affirmed the B2 Corporate
Family Rating (CFR), the B2-PD Probability of Default Rating and
the B3 senior unsecured notes rating of Waste Pro USA, Inc. (Waste
Pro). At the same time, Moody's changed the rating outlook to
negative from stable.

RATINGS RATIONALE

The rating affirmations reflect Waste Pro's stable and growing
revenue stream highlighted by new contract wins and the company's
strong presence in the Southeastern US, a region of the country
that continues to experience greater population, job and
construction growth, as well as the essential services nature of
the domestic solid waste industry.

The outlook change to negative reflects Waste Pro's earnings and
cash flow underperformance relative to Moody's expectations due
largely to significantly higher year-over-year operating costs,
namely labor and vehicle maintenance costs. Steadily increasing
debt levels to support ongoing growth initiatives combined with
weaker year-over-year EBITDA has pushed debt-to-EBITDA over 6x,
meaningfully higher than the below-5x range Moody's anticipated by
year-end 2018. Despite lingering margin pressure and reduced
financial flexibility, Moody's expects EBITDA, margins and leverage
will demonstrate improvement in 2019 following price increases
implemented October 2018 that are anticipated to largely offset
cost inflation. However, management's continued focus on growth
will sustain negative free cash flow and increase revolver usage,
necessitating earnings growth stronger than Moody's expects to
reduce leverage below 5.25x.

Moody's took the following rating actions on Waste Pro USA, Inc.:

  - Corporate Family Rating, affirmed at B2

  - Probability of Default Rating, affirmed at B2-PD

  - Senior unsecured notes due 2026, affirmed at B3 (LGD4)

  - Rating outlook, changed to negative from stable

The B2 CFR reflects modest scale ($670 million in revenues) with a
regional focus and particular reliance on the State of Florida. The
company generates considerably lower margins relative to vertically
integrated industry peers due to its collection-focused (less than
5% of revenues from higher-margin landfill/disposal revenues)
operating model, maintains high leverage, and has been unable to
demonstrate a track record of positive free cash flow. Free cash
flow (cash flow from operations less capital expenditures less
dividends) has been negative due to a high interest expense burden,
low margin, the capital intensity of the operating model and
financial policies oriented toward growth. Moody's expects Waste
Pro's continued expansion into new markets will require significant
upfront capital investments, further constricting free cash flow
and financial flexibility.

Waste Pro's business model benefits from the favorable operating
conditions in the North American solid waste sector with
industry-wide pricing discipline, a rising consumer price index
benefiting contracts linked to an inflation index and growth in
waste volumes boosted by relatively steady construction activity.

Liquidity is weak with a historically minimal cash position and
lack of a track record generating positive free cash flow. However,
scaling back growth capital investments closer to a maintenance
spending level would allow for free cash flow generation of $10
million - $20 million per year. An amended and extended $215
million asset-based lending (ABL) facility, set to expire in 2023,
had over $110 million of availability at January 31, 2019 after
netting borrowings and posted letters of credit. The facility is
subject to total leverage and first-lien leverage maintenance
covenants as well as the requirement to maintain at all times a
specified excess availability level. Compliance with the maximum
6.0x total leverage covenant was tight at Q4 2018 and could require
an amendment for the April 2019 monthly ABL compliance period
following a scheduled step down in the required level to 5.75x.
However, Moody's believes the company could obtain an amendment to
preserve access to the facility because ABL borrowings are strongly
supported by collateral.

The outlook could be stabilized if EBITDA and margins resume
meaningful growth over the course of this year and if leverage
falls below 5.25x, acknowledging that the company's growth
initiatives will continue to constrict free cash flow.

An acceleration of profitable revenue growth leading to
debt-to-EBITDA in the 4x-range and free cash flow-to-debt
strengthening to the mid-single digits on a sustained basis could
lead to higher ratings. A reduction in geographic concentration,
namely meaningful and prudent expansion outside of the state of
Florida, would also be important when considering positive rating
action. The ratings would face downward pressure if Waste Pro
experienced considerably weaker top-line growth or further
deterioration in margins. Increasingly negative free cash flow and
debt-to-EBITDA in excess of 5.25x could result in negative rating
action. Erosion in the liquidity position, including compliance
issues with the ABL facility's financial maintenance covenants,
could also adversely affect the ratings.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Waste Pro USA, Inc. is a Southeast US regionally-concentrated
non-hazardous solid waste management company focused largely on
waste collection operations but also provides transfer, disposal
and recycling services. The company reported revenues of
approximately $670 million for the year ended December 31, 2018.


WEATHERFORD INTERNATIONAL: Clearbridge Has 10.7% Stake as of Dec. 3
-------------------------------------------------------------------
Clearbridge Investments, LLC disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of Dec. 31,
2018, it beneficially owns 107,668,913 shares of common stock of
Weatherford International plc, which represents 10.76 percent of
the shares outstanding.  A full-text copy of the regulatory filing
is available for free at: https://is.gd/2YVokH

                       About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry.  The Company operates in
over 90 countries and has a network of approximately 710 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 28,450 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of Dec. 31, 2018, Weatherford had $6.60
billion in total assets, $10.26 billion in total liabilities, and a
total shareholders' deficiency of $3.66 billion.

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.


The Company said its non-investment grade status may limit its
ability to refinance its existing debt, could cause it to refinance
or issue debt with less favorable and more restrictive terms and
conditions, and could increase certain fees and interest rates of
its borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.


WEATHERFORD INTERNATIONAL: Harris Assoc is No Longer a Shareholder
------------------------------------------------------------------
Harris Associates L.P. and Harris Associates Inc. disclosed in a
Schedule 13G/A filed with the Securities and Exchange Commission
that as of Dec. 31, 2018, they have ceased to beneficially own
ordinary shares of Weatherford International plc.  A full-text copy
of the regulatory filing is available for free at:

                      https://is.gd/xlOrr0

                       About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry.  The Company operates in
over 90 countries and has a network of approximately 710 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 28,450 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of Dec. 31, 2018, Weatherford had $6.60
billion in total assets, $10.26 billion in total liabilities, and a
total shareholders' deficiency of $3.66 billion.

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.


The Company said its non-investment grade status may limit its
ability to refinance its existing debt, could cause it to refinance
or issue debt with less favorable and more restrictive terms and
conditions, and could increase certain fees and interest rates of
its borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.


WESTMORELAND COAL: Adds More Info on Exit Facility, IBNR Claims
---------------------------------------------------------------
Westmoreland Coal Company and its debtor affiliates filed a Amended
Joint Chapter 11 Plan and accompanying disclosure statement to,
among other things, disclose information relating to the new
revolving exit facility credit agreement and the IBNR claims.

On or after the Plan Effective Date, the purchaser of the Debtors'
assets will enter into the New Revolving Exit Facility Credit
Agreement and the New Revolving Exit Facility, without further
notice to or order of the Bankruptcy Court, act or action under
applicable law, regulation, order, or rule or the vote, consent,
authorization or approval of any Person.  For the avoidance of
doubt, the terms of the New Revolving Exit Facility Credit
Agreement shall be no less beneficial to the Purchaser than the
terms of the New Revolving Exit Facility Term Sheet.

The Purchaser shall pay the Wind-Down Funds to the Liquidating
Trust to the extent the Purchaser determines, in consultation with
the Plan Administrator, that the Liquidating Trust should make
payments of Funded Liabilities directly (instead of the Purchaser
making such payments as the agent for the Liquidating Trust as set
forth in Article IV.G).

The Funded Liabilities shall be (a) assumed by the Purchaser (or an
affiliate thereof as designated by Purchaser) and thereby become
Assumed Liabilities or (b) retained by the WLB Debtors as excluded
liabilities under the Sale Transaction Documentation and be paid by
the Purchaser on behalf of the Liquidating Trust as they become
Allowed; provided that in no event shall the amount of the Funded
Liabilities and Purchaser's post-Plan Effective Date payment
obligations in respect thereof be in excess of the Funded Liability
Cap.

Notwithstanding anything to the contrary in this Plan, the Plan
Supplement, the Plan Documents (specifically including the Sale
Transaction Documentation) or the Confirmation Order, the Purchaser
shall provide funding to the WLB Debtors to pay (or the Purchaser
shall pay) all IBNR Claims to the extent (i) such claims are due
and payable pursuant to the terms of the applicable Self-Funded
Health Plan, and (ii) the proper documentation is provided. For the
avoidance of doubt, the payment of such claims as described herein
shall take place notwithstanding the Funded Liability Cap.

"IBNR Claims" means all incurred but not reported Claims relating
to the WLB Debtors' selffunded medical plan, vision plan, or dental
plan (collectively, the "Self-Funded Health Plan(s)", to the extent
(a) the services giving rise to such IBNR Claims were performed (i)
on or after the Petition Date and (ii) before the Plan Effective
Date, and (b) such IBNR Claims were timely filed under the terms of
the applicable Self-Funded Health Plan.

The WLB Debtors shall provide Talen Montana, LLC at least two
Business Days' notice of the
occurrence of the Plan Effective Date. If the Plan Effective Date
occurs on or before 12:00 p.m. (prevailing Eastern Time) on such
date, Talen Montana, LLC shall transfer Cash to the WLB Debtors in
an amount necessary to satisfy in full all amounts outstanding with
respect to its obligations related to the Colstrip Unit 1/2 Coal
Supply Agreement, the Colstrip Unit 3/4 Coal Supply Agreement, and
any related agreement, in accordance with the terms thereof (the
"Settlement Payment"). If the Plan Effective Date occurs after
12:00 p.m. (prevailing Eastern Time) on such date, Talen Montana,
LLC shall make the Settlement Payment within one Business Day after
the Plan Effective Date. On and after the Plan Effective Date, all
payment obligations owed by Talen Montana, LLC under the Colstrip
Unit 1/2 Coal Supply Agreement, the Colstrip Unit 3/4 Coal Supply
Agreement, and any related agreement shall be paid in the ordinary
course in accordance with the terms thereof.

Talen shall be a "Releasing Party" and a "Released Party" under the
Plan solely with respect to the WLB Debtors, the Stalking Horse
Purchaser, the Successful Bidder, each Consenting Stakeholder, the
Holders of First Lien Claims, the DIP Lenders, and with respect to
each of the foregoing, each current and former Affiliate, equity
holder, subsidiary, officer, director, manager, principal, member,
employee, agent, advisory board member, financial advisor, partner,
attorney, accountant, investment banker, consultant,
representative, and other professional thereof, each in their
capacity as such.

A full-text copy of the Revised Amended Disclosure Statement dated
February 28, 2019, is available for free at:

         http://bankrupt.com/misc/txsb19-1835672-1532.pdf

               About Westmoreland Coal Company

Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation.  At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.

Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.

As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.

Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9,
2018.

The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018.  The Committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.


WILLISTON CITY, ND: Moody's Affirms Ba2 Rating on $16MM GOULT Debt
------------------------------------------------------------------
Moody's Investors Service affirms the Ba2 rating on the City of
Williston, ND's general obligation unlimited tax (GOULT) debt. The
city has $52 million in general obligation unlimited tax (GOULT)
debt, of which $16 million in GOULT debt is rated by Moody's. The
outlook remains negative.

RATINGS RATIONALE

The Ba2 rating incorporates Williston's heavy reliance on the oil
and gas production industry. Improving oil production levels and
the 2017 opening of the Dakota Access Pipeline have strengthened
the local economy, driving growth in sales taxes and oil and gas
production taxes, which are the city's primary revenues. However,
Williston's leverage is high, reflecting sizeable capital projects
the city has taken on to accommodate the past decade's oil
production-driven population growth. The city has committed itself
to additional infrastructure projects, including a new airport, the
ultimate scope of which has not yet been determined. A portion of
Williston's outstanding debt for the airport includes a $60 million
bullet maturity due in May 2020, which is secured by oil and gas
revenues. The city intends to pay the bullet maturity with oil and
gas revenues and cash. These growing capital needs, as well as
narrow sewer enterprise operations, are key credit pressures that
overshadow recent improvements in the local economy.

RATING OUTLOOK

The negative outlook reflects Moody's expectation that the city's
leverage will continue to increase as the city takes on additional
borrowing for a new airport, which is not expected to be fully
supported with net revenue of the airport enterprise. The
additional leverage could pressure the city's GO rating absent
commensurate revenue growth from regional oil and gas production. A
delay or shortfall in anticipated state and federal funding for the
city's airport project could lead to downward rating movement.
Weakened operations in the sewer enterprise fund may also pressure
the city's credit profile.

FACTORS THAT COULD LEAD TO A UPGRADE

  - Sustained growth in major revenue sources - including property
taxes, sales taxes, and oil and gas production taxes - that
improves the city's liquidity; increased willingness and ability to
raise main revenues

  - Diversification of the regional economy that reduces the city's
reliance on oil and gas production

  - Significant declines in the city's debt burden

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - A downturn in the area's oil and gas production activity that
pressures sales tax revenue or oil and gas production tax revenue

  - Declines in liquidity in the city's general operating funds or
enterprise funds

  - Increases in the city's debt without commensurate revenue
growth

  - A delay or shortfall in anticipated state and federal funding
for the city's airport expansion project

  - Failure to pay the $60 million bullet maturity due in May 2020

LEGAL SECURITY

The city's GOULT bonds are secured by its GOULT pledge to levy a
dedicated property tax not limited by rate or amount. Approximately
$51.8 million of the city's GOULT debt is also secured by special
assessment revenues from benefiting property owners, but the city
pledges to use its GOULT levy authority for debt service if special
assessments are insufficient.

USE OF PROCEEDS

Not applicable

PROFILE

Williston is the county seat of Williams County in western North
Dakota (Aa1 stable). The city had approximately 25,000 as of 2017.
The city's services include police, fire, airport, and water and
sewer services.

METHODOLOGY

The principal methodology used in these ratings was US Local
Government General Obligation Debt published in December 2016.


WILLOWOOD USA: Hires Piper Jaffray as Investment Banker
-------------------------------------------------------
Willowood USA Holdings, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Colorado to employ Piper Jaffray & Co., as investment banker to the
Debtors.

Willowood USA requires Piper Jaffray to:

   a. familiarize with the business, operations, properties,
      financial condition and prospects of the Debtors;

   b. review the Debtors' financial condition and outlook;

   c. assist in the development of financial data;

   d. present to the Debtors' Board of Directors (the "Board of
      Directors") financial proposals;

   e. analyze the Debtors' financial liquidity and evaluate
      alternatives to improve such liquidity;

   f. evaluate the Debtors' debt capacity and alternative capital
      structures;

   g. participate in negotiations among the Debtors and its
      creditors, suppliers, lessors and other interested parties
      with respect to any of the transactions contemplated by
      this Agreement; and

   h. provide such other advisory services as are customarily
      provided in connection with the analysis and negotiation of
      any of the transactions contemplated by the Agreement, as
      requested and mutually agreed.

Piper Jaffray will be paid as follows:

   a. a monthly financial advisory fee ("Monthly Fee") of $62,500
      for each month of the engagement, with each Monthly Fee due
      and payable in advance of each month, plus;

   b. a Sale fee ("Sale Fee") equal to the following payable
      promptly upon consummation of such Sale:

      If a Sale occurs with AMVAC Chemical Corporation, an amount
      equal to 3% of the aggregate value of inventory and
      registration rights to be purchased as documented in the
      final Asset Purchase Agreement with AMVAC Chemical
      Corporation filed with the bankruptcy court calculated
      using inventory values as of February 20, 2019;

      If a Sale occurs with Agbiome, Inc., an amount equal to
      3% of the aggregate value of inventory and registration
      rights to be purchased as documented in the final Asset
      Purchase Agreement with Agbiome, Inc. filed with the
      bankruptcy court calculated using inventory values as of
      February 20, 2019;

      If a Sale occurs with parties other than AMVAC Chemical
      Corporation or Agbiome, Inc., an amount equal 3% of the
      cash proceeds generated from such sale.

      Notwithstanding the foregoing, no Sale Fee shall be payable
      in a Liquidation Event.

Prior to the Petition Date, Piper Jaffray has received prepetition
retainer payments from the Debtors totaling $187,500.

Piper Jaffray will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Teri Stratton, managing director of Piper Jaffray & Co., 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.

Piper Jaffray can be reached at:

     Teri Stratton
     PIPER JAFFRAY & CO.
     345 Park Avenue, Suite 1200
     New York, NY 10154
     Tel: (212) 284-9456

              About Willowood USA Holdings, LLC

Willowood USA Holdings, LLC -- http://willowoodusa.com-- is a
Colorado- based company that develops, formulates, and markets
generic crop protection products for the U.S. agriculture industry.
The Company's products include generic: herbicides, fungicides,
insecticides, plant growth regulators and a full line of
proprietary spray adjuvants.

Willowood USA Holdings, LLC, based in Arvada, CO, filed a Chapter
11 petition (Bankr. D. Colo. Lead Case No. 19-11079) on February
15, 2019. The Hon. Kimberley H. Tyson presides over the case.

In its petition, the Debtor Willowood USA Holdings estimated $10
million to $50 million in both assets and liabilities. The petition
was signed by Thomas M. Kim, chief restructuring officer.

Michael Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as bankruptcy counsel; Bankruptcy Management Solutions, Inc.
d/b/a Stretto, as claims and noticing agent; r2 advisors, llc, as
chief restructuring officer; Piper Jaffray & Co., as investment
banker.



WILLOWOOD USA: Hires r2 Advisors as Chief Restructuring Officer
---------------------------------------------------------------
Willowood USA Holdings, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Colorado to employ r2 advisors, llc, as chief restructuring officer
to the Debtors.

Willowood USA requires r2 advisors to:

   (i)   administer and execute the anticipated sale process;

   (ii)  manage the Debtors' ordinary course operations pending
         completion of the sale; and

   (iii) assist in the preparation and execution of filings
         necessary to satisfy the Debtors' responsibilities under
         the Bankruptcy Code, such as their schedules and
         statement of financial affairs.

r2 advisors will be paid at these hourly rates:

     Thomas Kim, Managing Director         $500
     Joseph Richman, Director              $250
     Chris Erickson, Director              $250
     Anne O'Donnell, Analyst               $150

r2 advisors will be paid a retainer in the amount of $50,000.

r2 advisors will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Thomas Kim, managing director of r2 advisors, llc, 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.

r2 advisors can be reached at:

     Thomas Kim
     R2 ADVISORS, LLC
     1350 17th St., Suite 210
     Denver, CO 80202
     Tel: (303) 865-8460

            About Willowood USA Holdings, LLC

Willowood USA Holdings, LLC -- http://willowoodusa.com-- is a
Colorado- based company that develops, formulates, and markets
generic crop protection products for the U.S. agriculture industry.
The Company's products include generic: herbicides, fungicides,
insecticides, plant growth regulators and a full line of
proprietary spray adjuvants.

Willowood USA Holdings, LLC, based in Arvada, CO, filed a Chapter
11 petition (Bankr. D. Colo. Lead Case No. 19-11079) on February
15, 2019. The Hon. Kimberley H. Tyson presides over the case.

In its petition, the Debtor Willowood USA Holdings estimated $10
million to $50 million in both assets and liabilities. The petition
was signed by Thomas M. Kim, chief restructuring officer.

Michael Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as bankruptcy counsel; Bankruptcy Management Solutions, Inc.
d/b/a Stretto, as claims and noticing agent; r2 advisors, llc, as
chief restructuring officer; Piper Jaffray & Co., as investment
banker.



WILLOWOOD USA: Hires Stretto as Claims and Noticing Agent
---------------------------------------------------------
Willowood USA Holdings, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Colorado to employ Bankruptcy Management Solutions, Inc. d/b/a
Stretto, as claims and noticing agent to the Debtors.

Willowood USA requires Stretto to:

   a. prepare and serve required notices and documents in the
      cases in accordance with the Bankruptcy Code and the
      Bankruptcy Rules in the form and manner directed by the
      Debtors or the Court, including (i) notice of the
      commencement of the cases and the initial meeting of
      creditors under Bankruptcy Code Sec. 341(a), (ii) notice of
      any claims bar date, (iii) notices of transfers of claims
      and objections to claims, (iv) notices of objections to
      claims and objections to transfers of claims, (v) notices
      of any hearings on a disclosure statement and confirmation
      of the Debtors' plan or plans of reorganization, including
      under Bankruptcy Rule 3017(d), (vi) notice of the effective
      date of any plan, (vii) any motion to convert, dismiss,
      appoint a trustee, or appoint and examiner filed by the
      U.S. Trustee's Office, and (viii) all other notices,
      orders, pleadings, publications and other documents as the
      Debtors or Court may deem necessary or appropriate for an
      orderly administration of the cases;

   b. maintain an official copy of the Debtors' schedules of
      assets and liabilities and statements of financial affairs
      (collectively, "Schedules"), listing the Debtors' known
      creditors and the amounts owed thereto;

   c. maintain (i) a list of all potential creditors, equity
      holders and other parties-in-interest; and (ii) a "Master
      Service List" in accordance with Local Rule 2002-1(H);
      update said lists and make said lists available upon
      request by a party-in-interest or the Clerk;

   d. furnish a notice to all potential creditors of the last
      date for the filing of proofs of claim and a form for the
      filing of a proof of claim, after such notice and form are
      approved by this Court, and notify said potential creditors
      of the existence, amount and classification of their
      respective claims as set forth in the Schedules, which may
      be effected by inclusion of such information (or the lack
      thereof, in cases where the Schedules indicate no debt due
      to the subject party) on a customized proof of claim form
      provided to potential creditors;

   e. maintain a post office box or address for the purpose of
      receiving claims and returned mail, and process all mail
      received;

   f. for all notices, motions, orders or other pleadings or
      documents served, prepare and file or caused to be filed
      with the Clerk an affidavit or certificate of service
      within seven (7) business days of service which includes
      (i) either a copy of the notice served or the docket
      numbers and titles of the pleadings served, (ii) a list of
      persons to whom it was mailed (in alphabetical order) with
      their addresses, (iii) the manner of service, and (iv) the
      date served;

   g. process all proofs of claim or proofs of interest received,
      including those received by the Clerk's Office, and check
      said processing for accuracy, and maintain the original
      proofs of claim or proofs of interest in a secure area;

   h. provide an electronic interface for filing proofs of claim;

   i. maintain the official claims register for each Debtor (the
      "Claims Registers") on behalf of the Clerk; upon the
      Clerk's request, provide the Clerk with certified,
      duplicate unofficial Claims Registers; and specify in
      the Claims Registers the following information for each
      claim docketed: (i) the claim number assigned, (ii) the
      date received, (iii) the name and address of the claimant
      and agent, if applicable, who filed the claim, (iv) the
      amount asserted, (v) the asserted classification(s) of the
      claim (e.g., secured, unsecured, priority, etc.), (vi) the
      applicable Debtor, and (vii) any disposition of the claim;

   j. implement necessary security measures to ensure the
      completeness and integrity of the Claims Registers and the
      safekeeping of the original claims;

   k. record all transfers of claims and provide any notices of
      such transfers as required by Bankruptcy Rule 3001(e);

   l. relocate, by messenger or overnight delivery, all of the
      court-filed proofs of claim to the offices of the Claims
      and Noticing Agent, not less than weekly;

   m. upon completion of the docketing process for all claims
      received to date for each case, turn over to the Clerk
      copies of the claims register for the Clerk's review, upon
      the Clerk's request;

   n. monitor the Court's docket for all notices of appearance,
      address changes, and claims-related pleadings and orders
      filed and make necessary notations on or changes to the
      claims register;

   o. identify and correct any incomplete or incorrect addresses
      in any mail or service lists;

   p. assist in the dissemination of information to the public
      and respond to requests for administrative information
      regarding the case as directed by the Debtors or the Court,
      including through the use of a case website or call center;

   q. assist the Debtors with administrative tasks in the
      preparation of their bankruptcy Schedules of Assets and
      Liabilities and Statement of Financial Affairs
      (collectively, the "Schedules");

   r. oversee the distribution of the applicable solicitation
      materials to each holder of a claim against or interest in
      the Debtors;

   s. respond to mechanical and technical distribution and
      solicitation inquiries;

   t. receive, review, and tabulate the ballots cast, and make
      determinations with respect to each ballot as to its
      timeliness, compliance with the Bankruptcy Code, Bankruptcy
      Rules, and procedures ordered by the Court subject, if
      necessary, to review and ultimate determination by the
      Court;

   u. certify the results of the balloting to the Court;

   v. perform such other related plan-solicitation services as
      may be requested by the Debtors;

   w. thirty (30) days prior to the close of these Cases or in
      connection with a final decree, to the extent practicable,
      requesting that the Debtors submit to the Court a proposed
      order dismissing Stretto and terminating Stretto's services
      upon completion of its duties and responsibilities and upon
      the closing of these Cases;

   x. within seven (7) days' notice to Stretto of entry of an
      order closing the chapter 11 case, providing to the Court
      the final version of the Claims Register as of the date
      immediately before the close of these Cases; and

   y. at the close of these Cases, boxing and transporting all
      original documents, in proper format, as provided by the
      Clerk's Office, to the Federal Archives Record
      Administration, located at Central Plains Region, 200 Space
      Center Drive, Lee's Summit, MO 64064 or any other location
      requested by the Clerk's Office.

Stretto will be paid at the hourly rates of $24-$150.

Prior to the Petition Date, the Debtors provided Stretto a retainer
in the amount of $10,000, which retainer was subsequently reduced
to $7,303.60 prior to the commencement of these cases.

Stretto will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Travis Vandell, partner of Bankruptcy Management Solutions, Inc.
d/b/a Stretto, 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/its estates.

Stretto can be reached at:

     Travis Vandell
     STRETTO
     410 Exchange, Suite 100
     Irvine, CA 92606
     Tel: (800) 634-7734

                  About Willowood USA Holdings

Willowood USA Holdings, LLC -- http://willowoodusa.com-- is a
Colorado- based company that develops, formulates, and markets
generic crop protection products for the U.S. agriculture industry.
The Company's products include generic: herbicides, fungicides,
insecticides, plant growth regulators and a full line of
proprietary spray adjuvants.

Willowood USA Holdings, LLC, based in Arvada, CO, filed a Chapter
11 petition (Bankr. D. Colo. Lead Case No. 19-11079) on Feb. 15,
2019.  In its petition signed by Thomas M. Kim, chief restructuring
officer, Willowood USA Holdings estimated $10 million to $50
million in both assets and liabilities.

The Hon. Kimberley H. Tyson oversees the case.

Michael Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as bankruptcy counsel; Bankruptcy Management Solutions, Inc.
d/b/a Stretto, as claims and noticing agent; r2 advisors, llc, as
chief restructuring officer; Piper Jaffray & Co., as investment
banker.


WILLOWOOD USA: Seeks to Hire Brownstein Hyatt as Counsel
--------------------------------------------------------
Willowood USA Holdings, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Colorado to employ Brownstein Hyatt Farber Schreck, LLP, as counsel
to the Debtors.

Willowood USA requires Brownstein Hyatt to:

   a. assist in the production of the Debtors' schedules and
      statement of financial affairs and other pleadings
      necessary to comply with the Bankruptcy Code;

   b. assist in the preparation and presentation of "first day"
      motions;

   c. assist the Debtors in all aspects of the planned auction
      and sale process, including negotiations with potential
      buyers and drafting of applicable agreements and motions;

   d. assist in the preparation of the Debtors' plan of
      liquidation or reorganization and disclosure statement, if
      applicable;

   e. prepare on behalf of the Debtors all necessary
      applications, complaints, answers, motions, orders,
      reports, and other legal papers;

   f. represent the Debtors in adversary proceedings and
      contested matters related to the Debtors' bankruptcy cases;

   g. provide legal advice with respect to the Debtors' rights,
      powers, obligations, and duties as chapter 11 debtors in
      possession in the continuing operation of the Debtors'
      business and the administration of the estates; and

   h. provide other legal services for the Debtors as necessary
      and appropriate for the administration of the Debtors'
      estates.

Brownstein Hyatt will be paid at these hourly rates:

     Michael Pankow, Shareholder           $745
     Joshua Hantman, Shareholder           $565
     Andrew Roth-Moore, Associate          $350
     Sheila Grisham, Paralegal             $315

Brownstein Hyatt will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Michael Pankow, partner of Brownstein Hyatt Farber Schreck, 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.

Brownstein Hyatt can be reached at:

     Michael J. Pankow, Esq.
     Joshua M. Hantman, Esq.
     Andrew J. Roth-Moore, Esq.
     BROWNSTEIN HYATT FARBER
     SCHRECK, LLP
     410 17th Street, Suite 2200
     Denver, CO 80202
     Tel: (303) 223-1100
     Fax: (303) 223-1111
     E-mail:mpankow@bhfs.com
            jhantman@bhfs.com
            aroth-moore@bhfs.com

                 About Willowood USA Holdings

Willowood USA Holdings, LLC -- http://willowoodusa.com-- is a
Colorado- based company that develops, formulates, and markets
generic crop protection products for the U.S. agriculture industry.
The Company's products include generic: herbicides, fungicides,
insecticides, plant growth regulators and a full line of
proprietary spray adjuvants.

Willowood USA Holdings, LLC, based in Arvada, CO, filed a Chapter
11 petition (Bankr. D. Colo. Lead Case No. 19-11079) on February
15, 2019. The Hon. Kimberley H. Tyson presides over the case.

In its petition, the Debtor Willowood USA Holdings estimated $10
million to $50 million in both assets and liabilities.  The
petition was signed by CRO Thomas M. Kim.

Michael Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as bankruptcy counsel; Bankruptcy Management Solutions, Inc.
d/b/a Stretto, as claims and noticing agent; r2 advisors, llc, as
chief restructuring officer; Piper Jaffray & Co., as investment
banker.


XENETIC BIOSCIENCES: Empery Asset Has 9.9% Stake as of March 5
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Empery Asset Management, LP, Ryan M. Lane, and Martin
D. Hoe disclosed that as of March 5, 2019, they beneficially own:
(a) 1,040,000 shares of Common Stock; (b) 509,000 shares of Common
Stock issuable upon exercise of Pre-Funded Warrants, and (c)
1,549,000 shares of Common Stock issuable upon exercise of Warrants
of Xenetic Biosciences, Inc. which constitute 9.99 percent of the
shares outstanding.

Empery Tax Efficient II, LP also reported beneficial ownership of
853,271 shares of Common Stock; 417,611 shares of Common Stock
issuable upon exercise of Pre-Funded Warrants; and 1,270,882 shares
of Common Stock issuable upon exercise of Warrants.

The percentage is based on 10,443,889 shares of Common Stock issued
and outstanding as of March 5, 2019, as represented in the
Company's Prospectus Supplement on Form 424(b)(5) filed with the
Securities and Exchange Commission on March 7, 2019 and assumes the
exercise of the Company's reported warrants subject to the
Blockers.

Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise the Reported Warrants to the extent the
Reporting Persons would beneficially own, after any such exercise,
more than 4.99% of the outstanding shares of Common Stock (other
than the Pre-Funded Warrants, which cannot be exercised to the
extent the Reporting Person would beneficially own, after such
exercise, more than 9.99% of the outstanding shares of Common
Stock).  Consequently, as of March 5, 2019, the Reporting Persons
were not able to exercise all of the Reported Warrants due to the
Blockers.

Empery Asset Management, which serves as the investment manager to
the Empery Funds, may be deemed to be the beneficial owner of all
shares of Common Stock held by, and underlying the Reported
Warrants (subject to the Blockers) held by, the Empery Funds.  Each
of the Reporting Individuals, as Managing Members of the General
Partner of the Investment Manager with the power to exercise
investment discretion, may be deemed to be the beneficial owner of
all shares of Common Stock held by, and underlying the Reported
Warrants (subject to the Blockers) held by, the Empery Funds.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/ZI1vaM

                 About Xenetic Biosciences

Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a
clinical-stage biopharmaceutical company focused on the discovery,
research and development of next-generation biologic drugs and
novel orphan oncology therapeutics.  Xenetic's lead investigational
product candidate is oncology therapeutic XBIO-101 (sodium
cridanimod) for the treatment of progesterone resistant endometrial
cancer.

Xenetic incurred a net loss of $3.59 million in 2017 compared to a
net loss of $54.21 million in 2016.  As of Sept. 30, 2018, the
Company had $15.53 million in total assets, $4.23 million in total
liabilities and $11.29 million in total stockholders' equity.

The report from the Company's independent accounting firm Marcum
LLP, the Company's auditor since 2015, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has had recurring
net losses and continues to experience negative cash flows from
operations.  These conditions raise substantial doubt about its
ability to continue as a going concern.


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

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