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

              Monday, May 13, 2019, Vol. 23, No. 132

                            Headlines

17/21 GROUP: Unsecured Creditors' Recovery Unknown Under Plan
31-32 LIC HOLDINGS: Voluntary Chapter 11 Case Summary
416 8TH AVENUE BBQ: Case Summary & 20 Largest Unsecured Creditors
A BETTER USED TRUX: Voluntary Chapter 11 Case Summary
ALAMO GRADING: Court Confirms Chapter 11 Plan

AMERICAN ENERGY: Launches Exchange Offers, May File Chapter 11
AMERICAN TECHNICAL: Court Denies Approval of Ecker Plan Outline
ANKA BEHAVIORAL: Initiates Chapter 11 Proceedings in California
ARADIGM CORPORATION: Hires EMA Partners Investment Banker
AREABEATS PROPERTIES: May 16 Hearing on Disclosure Statement

ARKANSAS DEVELOPMENT: Moody's Rates $487MM Tax-Exempt Bonds 'B3'
BALLANTYNE RE PLC: Chapter 15 Case Summary
BAUSCH HEALTH: Fitch Rates Senior Unsecured Notes 'B'
BAUSCH HEALTH: Moody's Rates New Senior Unsecured Notes 'B3'
BERRY GLOBAL: S&P Affirms 'BB+' ICR; Outlook Negative

BLUE DIAMOND: Lottery Commission Objects to Disclosure Statement
BLUE DIAMOND: U.S. Trustee Objects to Disclosure Statement
BURKHALTER RIGGING: Exclusive Filing Period Extended Until July 19
CATALENT PHARMA: Moody's Cuts Sr. Secured Credit Ratings to Ba3
CCO HOLDINGS: Fitch Gives 'BB+/RR4' Rating to $1BB Unsec. Notes

CELESTICA INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR
CLOUD PEAK: Case Summary & 50 Largest Unsecured Creditors
CONSTANT VELOCITY: Court Denies Approval of Disclosure Statement
COOK INVESTMENTS: U.S. Trustee Appeals Confirmation of Ch.11 Plan
COVIA HOLDINGS: S&P Downgrades ICR to 'BB-'; Outlook Stable

DCP MIDSTREAM: Fitch Rates New Unsecured Notes Due 2029 'BB+'
DCP MIDSTREAM: S&P Rates $500MM Sr. Unsecured Notes Due 2029 'BB+'
DELTA FARM: Granted More Time to File Exit Plan
EAST END BUS: Seeks to Extend Exclusive Filing Period to Aug. 9
EDEN HOME: Adds Info on Apartments, Facilities in New Plan

EMPYREAN TOWERS: Hires Howard M. Garfield as Special Counsel
ESTEP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
FIVE STAR: Incurs $33.2 Million Net Loss in First Quarter
FORT TRYON TOWER: Case Summary & 6 Largest Unsecured Creditors
FRANK THEATRES: Seeks to Extend Exclusive Filing Period to July 17

FREEDOM MORTGAGE: Fitch Affirms BB- IDR & Secured Term Loan Rating
GALINDO CUSTOM: Seeks to Hire Advanced Evaluation as Appraiser
GIGAMON INC: Moody's Alters Outlook on B3 CFR to Stable
GLOBAL BRASS: S&P Places 'BB' ICR on Watch Pos. on Wieland Merger
GLOBAL EAGLE: Delays Filing of First Quarter Form 10-Q

GOGO INC: Incurs $16.8 Million Net Loss in First Quarter
GRAN TIERRA: Fitch Rates New $300MM Unsec. Notes 'B(EXP)/RR4'
GRIFFIN CORP: Fitch Rates Planned $500MM Senior Unsec. Notes 'B+'
GRIFFON CORP: Moody's Affirms B1 CFR & B2 Unsecured Notes Rating
HCB ENTERPRISES: June 5 Plan Confirmation Hearing

HEXION HOLDINGS: Hires Moelis & Company as Investment Banker
HILLSBORO PETROLEUM: Seeks to Hire Mark S. Roher as Counsel
ICAHN ENTERPRISES: S&P Assigns BB+ Rating to New Sr. Unsec. Notes
IMPORTANT PROPERTIES: Court Narrows Claims in Suit vs Law Firm
IQVIA INC: S&P Rates New Unsec. US Dollar-Denominated Notes 'BB'

ISTAR INC: Fitch Affirms 'BB-' LT IDR & 'BB' Unsecured Debt Rating
JACKSON OVERLOOK: Hires Mr. Henrich of Getzler Henrich as CRO
JEFF HUBBARD: Seeks to Hire Caldwell & Riffee as Counsel
JEFFERIES FINANCE: Moody's Affirms Ba3 CFR & Ba2 Secured Rating
JIMLYN ENTERPRISES: Hires Raymond C. Stilwell as Counsel

JTRL LLC: Seeks to Hire Three Rivers Commercial as Broker
KADMON HOLDINGS: Reports $3.1-Mil. Net Income for First Quarter
KENMETAL LLC: June 18 Plan Confirmation Hearing
KEYSTONE FILLER: Case Summary & 20 Largest Unsecured Creditors
KLC SAN DIEGO: VHP Objects to Disclosure Statement

KWIKPRINT MANUFACTURING: Seeks to Hire Jason A. Burgess as Counsel
LABORATORIO ACROPOLIS: Case Summary & 19 Unsecured Creditors
LAKEVIEW TOWERS: Case Summary & 12 Unsecured Creditors
LIQUI-BOX HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable
LUNAR ENTERTAINMENT: Seeks to Hire Jason A. Burgess as Counsel

MANNKIND CORP: Incurs $14.9 Million Net Loss in First Quarter
MCCLATCHY CO: Reports $42 Million Net Loss for First Quarter
MELINTA THERAPEUTICS: Incurs $26.5-Mil. Net Loss in First Quarter
MID-CITIES HOME: Taps LaGesse as Auctioneer
MONEYGRAM INTERNATIONAL: S&P Rates $245MM Sr. Sec. Facility CCC+

MONITRONICS INT'L: Moody's Affirms Ca CFR & C Unsec. Notes Rating
NEONODE INC: Assigns Portfolio of Patents to Aequitas
NEONODE INC: Incurs $573,000 Net Loss in First Quarter
NEW ENGLAND MOTOR: Seeks to Hire Akerman as Special Counsel
NORTHERN BOULEVARD: Trustee Taps Gettry Marcus CPA as Accountant

NOVAN INC: Secures $12 Million Funding from Ligand
NRG ENERGY: S&P Rates New $733MM Sr. Unsecured Notes Due 2029 'BB'
NULEAN INC: Hires LoKation Real Estate as Real Estate Broker
OCTAVE MUSIC: Moody's Rates New 1st Lien Credit Facilities 'B1'
OKANA LLC: Unsecured Creditors to Get No Distribution Under Plan

OLYMPIA LAW: Seeks to Hire Resnik Hayes as Legal Counsel
OMEROS CORP: D. E. Shaw & Co. Has 5% Stake as of April 30
OMEROS CORP: Incurs $24.3 Million Net Loss in First Quarter
OMNI AI: Unsecureds to Get Prorata Share of $75,000 in New Plan
PATTERSON PARK: Fitch Cuts $12.2MM Series 2010A Bonds to 'BB-'

PEM FAMILY: Gaddis Capital Objects to Disclosure Statement
PHARMACEUTICAL PRODUCT: S&P Affirms 'B' ICR; Outlook Stable
PHI INC: Committee Hires Haynes and Boone as Co-Counsel
PHI INC: Committee Hires PJT Partners as Investment Banker
PHI INC: Committee Seeks to Hire Milbank LLP as Counsel

PHYSICIANS IMAGING: Voluntary Chapter 11 Case Summary
PREFERRED CARE: Ombudsman Hires Carrington Coleman as Counsel
QUORUM HEALTH: Incurs $39 Million Net Loss in First Quarter
REWALK ROBOTICS: Extends Equity Distribution Agreement with Piper
REWALK ROBOTICS: Files Registration Statement on Form S-3

REWALK ROBOTICS: Incurs $4 Million Net Loss in First Quarter
RUKHSANA HOSPITALITY: Case Summary & 11 Unsecured Creditors
SANCHEZ ENERGY: Incurs $67.3 Million Net Loss in First Quarter
SCIENTIFIC GAMES: Completes Social Gaming Business IPO
SCIENTIFIC GAMES: Lowers Net Loss to $24 Million in First Quarter

SERVICE CORP: S&P Rates New $750MM Sr. Unsec. Notes 'BB'
SIGNATURE PACK: Case Summary & 20 Largest Unsecured Creditors
SPARKLE'S HAMBURGER: Plan Confirmation Hearing Moved to May 29
SPX FLOW: S&P Raises ICR to 'BB' on Reduced Debt; Outlook Stable
SUNESIS PHARMACEUTICALS: Posts $5.86M Net Loss in First Quarter

SUNGARD AS: S&P Assigns 'B-' ICR Following Bankruptcy Exit
SUNGARD AVAILABILITY: Reorganization Plan Confirmed, Exits Ch.11
TALEN ENERGY: S&P Rates $500MM Sr. Secured Notes 'BB'
TDE OF ILLINOIS: Hires Linkage Capital as Financial Advisor
TLC CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

TONAWANDA COKE: Hires PPL Acquisition as Auctioneer
TOWN STAR: Spirit Realty Objects to Disclosure Statement
TRIANGLE PETROLEUM: Case Summary & 22 Largest Unsecured Creditors
TRIDENT HOLDING: First Lien Claims to Get 44%-63% in New Plan
TWIN CITY BEER: Case Summary & 20 Largest Unsecured Creditors

ULTRA PETROLEUM: Commences Exchange Offer for 7.125% Senior Notes
ULTRA PETROLEUM: Posts $40.7 Million Net Income in First Quarter
UNITED CONTINENTAL: S&P Rates New Senior Unsecured Notes 'BB'
UNITED ROAD: Court Junks A. Lindsay Employment Discrimination Suit
UNITI GROUP: Posts $1.01 Million Net Income in First Quarter

UNIVERSAL FIBER: Moody's Alters Outlook on B3 CFR to Positive
VALERITAS HOLDINGS: Incurs $14.7-Mil. Net Loss in First Quarter
VETTER ASSETS: Voluntary Chapter 11 Case Summary
WAGGONER CATTLE: Plan Confirmation Hearing Set for May 16
WEATHERFORD INTERNATIONAL: Reports Q1 Net Loss of $481 Million

WELDED CONSTRUCTION: Ritchie Bros. Gets Court Okay to Buy Assets
WOOD DUCK INN: Exclusive Plan Filing Period Extended Until Nov. 12
Z & J LLC: Case Summary & 20 Largest Unsecured Creditors
ZINC-POLYMER PARENT: Fitch Assigns 'B' LT IDR, Outlook Stable
[*] Marti Murray Joins Brattle Group's N.Y. Office as Principal


                            *********

17/21 GROUP: Unsecured Creditors' Recovery Unknown Under Plan
-------------------------------------------------------------
The 17/21 Group, LLC, filed a Chapter 11 Plan and accompanying
disclosure statement.

Class 3 - General Unsecured Claims are impaired. Class 3 consists
of all Allowed Claims against Debtor (including Claims arising from
the rejection of executory contracts and/or unexpired leases) other
than: (a) Administrative Claims; (b) Priority Tax Claims; (c) Other
Priority Claims; and (d) Claims included within any other Class
designated in the Plan. Holders of Allowed Class 3 Claims shall be
entitled to their Pro Rata share of all amounts in the Estate. On
or about the Effective Date, Geliebter shall pay into the Estate
the amounts needed to purchase the Vehicle and consummate the sale
of the Uncertain Amount. Upon the final allowance and/or
disallowance of all Class 3 Claims, Pro Rata distributions shall be
made to holders of Allowed Class 3 Claims.

Class 4 - Interests are impaired. Class 4 consists of the Allowed
Interests in Debtor. On the Effective Date, the Class 4 Interests
in Debtor shall be deemed canceled and discharged. Holders of
Allowed Class 4 Interests will receive no distribution under the
Plan.

Payments that are required to be made to Creditors under the Plan
shall be made from the amounts in the Estate on the Effective Date,
or amounts collected thereafter, including the amounts received
from the sale of the Vehicle and the Milberg Receivable.

A full-text copy of the Disclosure Statement dated April 29, 2019,
is available at https://tinyurl.com/y5lqvd7a from PacerMonitor.com
at no charge.

The Plan was filed by Brett H. Ramsaur, Esq., and Natalie B.
Daghbandan, Esq., at Ramsaur Law Office, in Costa Mesa,
California.

                  About The 17/21 Group

The 17/21 Group LLC's line of business includes the wholesale
distribution of women's, children's, and infants' clothing and
accessories.  The Company posted gross revenue of $15.69 million in
2017 and gross revenue of $13.34 million in 2016. The Company's
principal place of business is located at 4700 S Boyle Ave, Suite
A, Los Angeles California.

The 17/21 Group, LLC, based in Simi Valley, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-13300) on March 26, 2018.
In the petition signed by CEO Michael Geliebter, the Debtor
disclosed $473,637 in assets and $1.78 million in liabilities.  The
Hon. Robert N. Kwan presides over the case.  Brett Ramsaur, Esq.,
at Ramsaur Law Office, serves as bankruptcy counsel.


31-32 LIC HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 31-32 LIC Holdings LLC
        545 Broadway, Suite 4
        Brooklyn, NY 11206

Business Description: 31-32 LIC Holdings LLC is a privately
                      held company in Brooklyn, New York.

Chapter 11 Petition Date: May 10, 2019

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

Case No.: 19-42921

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Isaac Nutovic, Esq.
                  NUTOVIC & ASSOCIATES
                  261 Madison Avenue, 26th Floor
                  New York, NY 10016
                  Tel: (212) 421-9100
                  E-mail: inutovic@nutovic.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eli Fried, Brooklyn Equity Holdings,
LLC, manager.

The Debtor did not file together with the petition a list of its 20
largest unsecured creditors.

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

         http://bankrupt.com/misc/nyeb19-42921.pdf


416 8TH AVENUE BBQ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 416 8th Avenue BBQ, LLC
        101 Drake Rd
        Pleasant Valley, NY 12569

Business Description: 416 8th Avenue BBQ, LLC is a privately
                      held company in the restaurant business.

Chapter 11 Petition Date: May 10, 2019

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

Case No.: 19-35778

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: James B. Glucksman, Esq.
                  RATTET PLLC
                  202 Mamaroneck Avenue, Suite 300
                  White Plains, NY 10601
                  Tel: 914-381-7400
                  Fax: 914-381-7406
                  E-mail: jbglucksman@rattetlaw.com

                    - and -

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Goldman, manager.

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

         http://bankrupt.com/misc/nysb19-35778.pdf


A BETTER USED TRUX: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: A Better Used Trux, LLC
        8332 W I-40 Service Road
        Oklahoma City, OK 73128

Business Description: A Better Used Trux, LLC is a trucks and
                      trailers dealer in Oklahoma City, Oklahoma.
                      A Better Used Trux offers in-house
                      financing.

Chapter 11 Petition Date: May 8, 2019

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Case No.: 19-11873

Debtor's Counsel: Mark D. Mitchell, Esq.
                  MITCHELL & HAMMOND
                  512 NW 12th Street
                  Oklahoma City, OK 73103-2407
                  Tel: (405) 232-6357
                  Fax: (405) 232-6358
                  E-mail: mmitchell@okcmidtownlaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian Vetter, managing member.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

         http://bankrupt.com/misc/okwb19-11873.pdf


ALAMO GRADING: Court Confirms Chapter 11 Plan
---------------------------------------------
The Plan of Alamo Grading, LLC, has been accepted in writing by a
sufficient number of creditors and equity holders whose acceptance
is required by law.

Luis A. Galvan is appointed Disbursing Agent under the Plan.

The Court finds that the language at Page 20 of the Plan as related
to Bexar County shall be changed to the amount of $13,536.86, by
agreement between the Debtor and this Creditor

The Court finds that the language at 20 of the Plan as related to
South Trust Bank shall be changed to, by agreement between the
Debtor and this Creditor, by adding the following sentence: "The
Debtor shall reimburse the Class 3 Creditor $1,450.00 for its legal
fees and expenses to be paid thirty (30) days after the effective
date."

                   About Alamo Grading

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

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


AMERICAN ENERGY: Launches Exchange Offers, May File Chapter 11
--------------------------------------------------------------
American Energy – Permian Basin, LLC (f/k/a Sable Permian
Resources Land, LLC) (the "Company") on May 3 disclosed that it and
its wholly-owned subsidiary, AEPB Finance Corporation (f/k/a SPR
Finance Corporation), as co-issuer ("AEPB Finance" and, together
with the Company, the "Issuers"), have launched exchange offers
(the "Exchange Offers") to exchange any and all of the Issuers'
outstanding 13.000% Senior Secured First Lien Notes due 2020 (the
"Existing First Lien Notes") for the Issuers' new 13.000% Senior
Secured First Lien Notes due 2023 (the "New First Lien Notes"), any
and all of the Issuers' outstanding 8.000% Senior Secured Second
Lien Notes due 2020 (the "Existing Second Lien Notes") for the
Issuers' new 10.000% Senior Secured Second Lien Notes due 2023 (the
"New Second Lien Notes"), and any and all of the Issuers'
outstanding Floating Rate Senior Notes due 2019 (the "Existing 2019
Notes"), 7.125% Senior Notes due 2020 (the "Existing 2020 Notes")
and 7.375% Senior Notes due 2021 (the "Existing 2021 Notes" and,
together with the Existing 2019 Notes and Existing 2020 Notes, the
"Existing Senior Notes" and the Existing Senior Notes, together
with the Existing First Lien Notes and the Existing Second Lien
Notes, the "Old Notes") for the Issuers' new 10.000%/12.000% Senior
Secured Third Lien PIK Toggle Notes due 2024 (the "New PIK Toggle
Third Lien Notes" and, together with the New First Lien Notes and
the New Second Lien Notes, the "New Notes"), for the applicable
consideration set forth in the table available at
https://is.gd/wf7nIr

The Company has engaged in discussions with certain holders of Old
Notes (the "Significant Noteholders"), which collectively held, as
of May 3, 2019, approximately (i) $1.17 billion (approximately 87%
of the outstanding principal amount) aggregate principal amount of
the Existing Senior Notes, (ii) $387 million (approximately 84% of
the outstanding principal amount) aggregate principal amount of the
Existing First Lien Notes and (iii) $250 million (approximately 86%
of the outstanding principal amount) aggregate principal amount of
the Existing Second Lien Notes.  The Company expects, but cannot
guarantee, that the Significant Noteholders will enter into a
support agreement and consent (a "Support Agreement") with the
Company, whereby the Significant Noteholders will agree to tender
all of their Old Notes in the Exchange Offers and consent to the
proposed amendments in the Consent Solicitations (as defined
below), subject to certain terms and conditions.

Additionally, subject to the satisfaction of all conditions to the
Exchange Offers, including, but not limited to, that at least 95%
of the aggregate principal amount of each series of the Old Notes
are validly tendered and not validly withdrawn in the Exchange
Offers (the "Minimum Tender Condition"), immediately prior to the
issuance of the New Notes in the Exchange Offers, Sable Permian
Resources, LLC ("SPR"), the indirect parent of the Company, will
contribute all of its oil and gas leases and its interests in all
of its oil and gas wells (the "SPR Assets") to the Company (such
contribution, the "SPR Dropdown").  Contemporaneously with the
issuance of the New Notes in the Exchange Offers, the Company will
contribute all of its oil and gas properties, together with the SPR
Assets received in the SPR Dropdown, to AEPB Acquisition Company,
LLC (f/k/a Sable Acquisition Company, LLC) ("AcqCo"), its wholly
owned subsidiary (the "Company Dropdown" and, together with the SPR
Dropdown, the "Asset Contributions").

After giving effect to the Asset Contributions as of December 31,
2018, the Company's leasehold position would increase by 135% to
approximately 144,700 gross (127,600 net) acres across the Midland
Basin and will increase the Company's proved reserves by 63% to
approximately 154.4 mmboe.  The Company's April 2019 average net
production volume after giving effect to the Asset Contributions
will be 43.1 mboe per day, compared to the Company's April 2019
average net production volume of 26.5 mboe per day without giving
effect to the Asset Contributions.  Additionally, in the event the
Minimum Tender Condition is satisfied and the Exchange Offers are
consummated, SPR will contribute (the "Equity Contribution" and,
together with the Asset Contributions, the "Contributions") $150
million in cash in exchange for common equity in the Company.

The Contributions are not expected to be consummated unless the
Exchange Offers are also consummated.  The Contributions are
conditioned on the substantially concurrent consummation of the
Exchange Offers and, similarly, the Exchange Offers are conditioned
on the substantially concurrent consummation of the Contributions.

If a Support Agreement is executed, the Company anticipates that it
will be subject to certain restrictions under such a Support
Agreement, including that the Minimum Tender Condition cannot be
waived without the consent of SPR and Significant Noteholders
holding a majority of the aggregate principal amount of each class
of Old Notes collectively held by the Significant Noteholders.  In
the event the Minimum Tender Condition is not satisfied, the
Company reserves the right, subject to any required consent of the
Significant Noteholders, to make certain amendments to the Exchange
Offers and enter into related transactions which may include, but
are not limited to, any one or more of the (i) issuance by the
Company of new fourth lien convertible notes to SPR as
consideration for the SPR Dropdown and cash investment and (ii)
issuance of notes structurally senior to, but on the same terms and
in the same aggregate principal amount as, the New Notes by AEPB
Finance and a newly-formed subsidiary of the Company as co-issuers,
and the concurrent issuance by the Company of an agreed upon amount
of new first lien notes to SPR as consideration for the SPR
Dropdown and/or cash investment.  If the Minimum Tender Condition
is not satisfied and the Company does not consummate the Exchange
Offers, the Company expects that it and certain of its
subsidiaries, other than AcqCo and its subsidiaries, will file for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.  The
Company has held preliminary discussions with certain of its
Significant Noteholders regarding filing a bankruptcy petition and
expects to continue those discussions during the Exchange Offers.
The Company is evaluating and will continue to explore strategic
alternatives to the Exchange Offers, including filing a voluntary
petition for Chapter 11 bankruptcy relief, in consultation with its
board of managers, including a special committee of independent
board members.  The Company has retained Greenhill & Co. to, among
other things, advise on such strategic alternatives, including any
bankruptcy filing.

Contemporaneously with the consummation of the Exchange Offers and
Asset Contributions, and as a condition of the Exchange Offers and
Asset Contributions, AcqCo will enter into a new senior secured
reserve based lending facility with commercial lenders engaged in
lending in the oil and gas industry (the "New AcqCo RBL Facility")
and will terminate its existing revolving credit facility. JPMorgan
Chase Bank, N.A. has agreed pursuant to a commitment letter
provided to SPR, which SPR has the right, and, as a condition to
initial borrowing, is required to assign to AcqCo, to provide 100%
of the New AcqCo RBL Facility.  Access to the New AcqCo RBL
Facility is also conditioned on, among other things, the
consummation of the Exchange Offers without any variations,
waivers, modifications or consents materially adverse to the
interests of the lenders under the New AcqCo RBL Facility (and the
commitment letter provided by JPMorgan Chase Bank, N.A. to SPR
provides that the exchange of the Old Notes pursuant to the
Exchange Offers in an amount below a certain threshold is
materially adverse to the interests of the lenders under the New
AcqCo RBL Facility).  There are no significant conditions to the
closing of the New AcqCo RBL Facility other than those set forth
above.  The New AcqCo RBL Facility is expected to have an initial
borrowing base of $700 million, subject to semi-annual
redeterminations.  In connection with the closing of the Exchange
Offers, the commitment will be assigned from SPR to AcqCo, who will
be the borrower under the New AcqCo RBL Facility.  The New AcqCo
RBL Facility is expected to mature, and the commitments thereunder
are expected to terminate, on the date that is the earlier of (a)
five years after the closing date of the New AcqCo RBL Facility and
(b) 91 days prior to the earliest maturity date of any senior
secured or unsecured notes of the Company, including any Old Notes
not exchanged in the Exchange Offers (but excluding such Old Notes
if the aggregate amount of Old Notes outstanding is less than a
certain threshold).

The Company failed to make its scheduled interest payment on the
Existing Senior Notes that was due on May 1, 2019 in the aggregate
amount of $46.1 million.  Failure to make such payment within a
30-day grace period following May 1, 2019 will result in an event
of default under the Company's existing indentures.  If the
Exchange Offers are not consummated, substantial doubt exists with
respect to the Company's ability to make such interest payment on
the Existing Senior Notes within the 30-day grace period or to make
the next scheduled interest payment on the Old Notes and to
continue as a going concern.  Even if the Exchange Offers are
consummated, there can be no assurance that the Company's liquidity
and financial condition will improve or that the Company will avoid
becoming subject to a bankruptcy or similar proceeding.

Additional Information

The Issuers will pay, in cash, accrued and unpaid interest, if any,
on the Old Notes exchanged for New Notes up to, but not including,
the applicable settlement dates for the Exchange Offers, except
that the cash payable for accrued interest on the Old Notes
exchanged on the Final Settlement Date will be reduced by the
amount of any pre-issuance interest that will have already accrued
on the New Notes issued on the Final Settlement Date.

The Exchange Offers are conditioned upon certain conditions as more
fully described in the confidential offering memorandum and consent
solicitation statement (the "Offering Memorandum") and the related
letter of transmittal, including, but not limited to, the Minimum
Tender Condition, and the Exchange Offers, either as a whole, or
with respect to one or more series of Old Notes, may be amended,
extended, terminated or withdrawn for any reason prior to 5:00
p.m., New York City time, on May 16, 2019, but not thereafter,
subject to limited exceptions, unless extended, as described in the
Offering Memorandum, including based on the acceptance rate and
outcome of the Exchange Offers or failure to satisfy any condition
to the Exchange Offers.

In connection with the Exchange Offers, the Issuers will solicit
consents (the "Consent Solicitations") to amend the indentures
governing the Old Notes (the "Old Notes Indentures").  The proposed
amendments, which will become effective with respect to each series
of Old Notes (or, with respect to the Existing Senior Notes, all
three series taken together as one class) for which participation
in the related Exchange Offer exceeds 50% (and, with respect to the
release of liens on all of the collateral securing the Existing
First Lien Notes and the Existing Second Lien Notes, as described
below, exceeds 66 2/3%), will eliminate substantially all
restrictive covenants, certain events of default and certain other
provisions contained in the Old Notes Indentures and, in the case
of the indentures governing the Existing First Lien Notes and the
Existing Second Lien Notes, release the liens on all of the
collateral securing the Existing First Lien Notes and the Existing
Second Lien Notes.  Following consummation of the Exchange Offers
and the Consent Solicitations, and upon effectiveness of the
proposed amendments, any holders of the Existing First Lien Notes
and Existing Second Lien Notes that do not participate in the
Exchange Offers would rank pari passu with any Senior Unsecured
Notes that do not participate.   The consummation of the Consent
Solicitations is subject to the satisfaction or waiver of the
conditions to the Exchange Offers set forth in the Offering
Memorandum.  In the event of a termination of the Exchange Offers
and the Consent Solicitations, the Issuers will not accept consents
for any Old Notes, the proposed amendments will not become
operative and such consents will be deemed voided.

Holders who validly tender (and not validly withdraw) their Old
Notes at or prior to 5:00 p.m., New York City time, on May 16,
2019, unless extended (the "Early Tender Time"), will be eligible
to receive the applicable Total Consideration as set forth in the
table above.  The "Early Settlement Date" will be as soon as
practicable after the Early Tender Time (and is expected to be on
or before the fifth business day after the Early Tender Time) and
will apply to all Old Notes validly tendered (and not validly
withdrawn) in the Exchange Offers as of the Early Tender Time.  For
each $1,000 principal amount of Old Notes validly tendered (and not
validly withdrawn) after the Early Tender Time but by 12:00
midnight, New York City time, on May 31, 2019, unless extended (the
"Expiration Time"), holders of Old Notes will not be eligible to
receive the applicable Total Consideration and, accordingly, will
only be eligible to receive the applicable Exchange Consideration
as set forth in the table above.  The "Final Settlement Date" will
be as soon as practicable after the Expiration Time.

The New Notes will be issued pursuant to indentures, each by and
among the Issuers, the guarantors named therein and Wilmington
Trust, National Association, as trustee.  The New First Lien Notes
will bear interest at an annual rate of 13.000%, and will be
payable on May 1 and November 1 of each year, commencing on
November 1, 2019. The New First Lien Notes will mature on November
1, 2023. The New Second Lien Notes will bear interest at an annual
rate of 10.000%, and will be payable on May 1 and November 1 of
each year, commencing on November 1, 2019.  The New Second Lien
Notes will mature on November 1, 2023.  The New PIK Toggle Third
Lien Notes will bear interest, at the Company's option, in cash at
an annual rate of 10.000% or by increasing the aggregate principal
amount of the outstanding New PIK Toggle Third Lien Notes or by
issuing additional New PIK Toggle Third Lien Notes on the same
terms and conditions as the New PIK Toggle Third Lien Notes offered
hereby ("PIK Interest") at an annual rate of 12.000% until November
1, 2020 and will bear interest in cash thereafter at an annual rate
of 10.000%.  Interest on the New PIK Toggle Third Lien Notes will
be payable on May 1 and November 1 of each year, commencing on
November 1, 2019. The New PIK Toggle Third Lien Notes will mature
on November 1, 2024.

The New First Lien Notes will be guaranteed, jointly and severally,
on a senior first lien secured basis by each of the Company's
direct and indirect subsidiaries that in the future guarantee
certain of either the Company's or any guarantor's other
indebtedness.  The New First Lien Notes will be secured by first
priority perfected liens on substantially all of the Company's and
any guarantors' assets, subject to certain exceptions.  The New
Second Lien Notes will be guaranteed, jointly and severally, on a
senior second lien secured basis by each of the Company's direct
and indirect subsidiaries that in the future guarantee certain of
either the Company's or any guarantor's other indebtedness.  The
New Second Lien Notes will be secured by second priority perfected
liens on substantially all of the Company's and any guarantors'
assets, subject to certain exceptions.  The New PIK Toggle Third
Lien Notes will be guaranteed, jointly and severally, on a senior
third lien secured basis by each of the Company's direct and
indirect subsidiaries that in the future guarantee certain of
either the Company's or any guarantor's other indebtedness.  The
New PIK Toggle Third Lien Notes will be secured by third priority
perfected liens on substantially all of the Company's and any
guarantors' other assets, subject to certain exceptions. On the
issue date of the New Notes, the Issuers' assets will solely
consist of the outstanding equity interest in AcqCo and certain
deposit accounts of the Issuers.

The Company has the right to waive any condition to the Exchange
Offers subject to applicable law and any restrictions imposed by
any Support Agreement that it may enter into with the Significant
Noteholders.

General

The issuance of the New Notes will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws.  The New Notes are being offered and issued
only (1) in the United States, to holders of the Old Notes that are
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act, and (2) outside the United States, to holders of
the Old Notes that are (i) not U.S. persons in reliance upon
Regulation S under the Securities Act and (ii) "non-U.S. qualified
offerees" as defined in the Offering Memorandum (each such holder,
an "Eligible Holder").  Accordingly, the New Notes will be subject
to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities Act
and other applicable securities laws, pursuant to registration or
exemption therefrom.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.  The
offering documents will be distributed only to holders of the Old
Notes that complete and return a letter of eligibility at
www.dfking.com/sable confirming that they are Eligible Holders for
the purposes of the Exchange Offers.  D.F. King & Co., Inc. is
acting as the Exchange Agent and Information Agent for the Exchange
Offers. Requests for the offering documents from Eligible Holders
may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for
brokers and banks), (800) 549-6697 (for all others), or by email to
aepb@dfking.com.

Neither the Issuers, their respective governing boards nor any
other person makes any recommendation as to whether the holders of
the Old Notes should exchange their notes, and no one has been
authorized to make such a recommendation.  Holders of the Old Notes
must make their own decisions as to whether to exchange their
notes, and if they decide to do so, the principal amount of the
notes to exchange.

             About American Energy – Permian Basin, LLC

American Energy – Permian Basin, LLC is an independent oil and
natural gas company focused on the acquisition, development and
production of unconventional oil and natural gas reserves in the
Wolfcamp Shale play in the Southern Midland Basin within the
Permian Basin of West Texas.


AMERICAN TECHNICAL: Court Denies Approval of Ecker Plan Outline
---------------------------------------------------------------
On April 10, 2019, Ecker Capital, LLC, filed a Transfer of Claim,
documenting its purchase of the claim of EBF Partners, LLC, d/b/a
Everest Business.  The following day, on April 11, 2019, which was
also one day after the exclusivity period in American Technical
Services, Inc.'s Chapter 11 case expired under 11 U.S.C. Section
1121(e)(1), Ecker filed its Disclosure Statement, its Chapter 11
Plan of Reorganization, and a motion seeking entry of an order
conditionally approving Ecker's Disclosure Statement, scheduling a
hearing on confirmation of Ecker's Plan, approving a proposed form
of ballot attached to the Motion, and requesting that if the Court
determines that it is necessary to conduct a hearing on Ecker's
Disclosure Statement, then such hearing be scheduled on an
expedited basis.

The Court has reviewed Ecker's Disclosure Statement and finds that
it may not be
conditionally approved because it fails to provide "adequate
information" to claim holders
entitled to vote on Ecker's Plan, as required under 11 U.S.C.
Section 1125.

The Court noted that, first and foremost, with respect to the
future operation of the Debtor, Ecker's Disclosure Statement
provides only the single following sentence: "The Plan Proponent
intends on continuing the operations of the Debtor on a more
refined bases [sic] and also intends to keep employees working with
more opportunities to grow and with likely increased wages."
Ecker's Disclosure Statement gives no indication of the identity,
qualifications, or compensation to be paid to individuals who will
manage the Debtor's business post-confirmation.  It also gives no
indication of what operations on a "more refined" basis might look
like.

Second, Ecker's Disclosure Statement fails to discuss the potential
material Federal tax consequences of the plan to the debtor, which
consequences could be significant in light of the transfer of
assets contemplated under Ecker's Plan.

In addition, a substantial amount of material information contained
in Ecker's Disclosure
Statement is copied or summarized from the Debtor's Disclosure
Statement, which is identified throughout Ecker's Disclosure
Statement as "Doc. No. 78."  These and similar references to the
Debtor's Disclosure Statement have since become outdated because
the Debtor has amended its Disclosure Statement. Ecker's Disclosure
Statement also discusses the Debtor's Plan as one of two
"Alternatives to [Ecker's] Plan."

And although Ecker's Disclosure Statement sets forth the Debtor's
Liquidation Analysis, it provides no independent liquidation
analysis and no independent determination of anticipated
administrative expenses.

For the reasons stated, the Court finds that Ecker's Plan does not
qualify for treatment under Section 1125(f).  Therefore, the Court
finds that it must also deny the request to set Ecker's Plan for
confirmation hearing.

Under Ecker's Plan, Class 5 (General Unsecured Creditors) are
impaired. Class 5 consists of All Allowed General Unsecured
Creditors as listed on the attached Claims Breakdown Spreadsheet.
In full satisfaction of its Class 5 Claims, the Plan Proponent,
from the Escrow Payment Account will pay the full claim amounts
within fourteen (14) days of the Confirmation Order becoming final
and non appealable.

A full-text copy of the Disclosure Statement dated May 2, 2019, is
available at https://tinyurl.com/y4umhp2d from PacerMonitor.com at
no charge.

Attorneys for Ecker Capital, LLC:

     Law Offices of Jason A. Burgess
     1855 Mayport Road
     Atlantic Beach, Florida 32233
     Tel: (904) 372-4791

              About American Technical Services

American Technical Services, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-08783) on
Oct. 12, 2018.  At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $500,000.

The Debtor tapped Palm Harbor Law Group as its legal counsel.

The Debtor, on April 3, 2019, filed a Chapter 11 Plan providing
that all of its creditors will be paid in full within 42 months of
the confirmation of its proposed Plan of Reorganization.


ANKA BEHAVIORAL: Initiates Chapter 11 Proceedings in California
---------------------------------------------------------------
Anka Behavioral Health, Inc., a premier behavioral healthcare
corporation, on May 1 disclosed that it has begun the orderly wind
down of all of its residential treatment programs and has initiated
proceedings under chapter 11 of the United States Bankruptcy Code
in the Northern District of California.

To ensure minimal disruption to its valued clients and patients,
Anka is working with the California Department of Developmental
Service regional centers and County mental health agencies.  The
Company is committed to an orderly and complete transition of its
patients to alternate providers before terminating any service or
closing any facility.  Anka's residential-based facilities are
located in Contra Costa, Alameda, Solano, Sonoma, Santa Clara,
Fresno, San Luis Obispo, Santa Barbara, Ventura, Los Angeles, and
Riverside Counties.

"Unexpected losses associated with Anka's expansion into new
developmental service programs created financial difficulties for
the company that are beyond its capacity to absorb," said Chris
Withrow, President & CEO, Anka Behavioral Health, Inc.  "It is
truly a sad time for Anka, with close to 50 years of service to
those with Behavioral Health problems.  We are proud of the work we
have done in supporting a higher quality of life for our clientele.
Anka has always been blessed with the most caring and talented
staff a company could ask for as they have truly been the heart and
soul of this company.  Consequently, Anka had no choice other than
to seek the protection of chapter 11 bankruptcy so that it could
accomplish an orderly wind down that would ensure the wellbeing of
its clients, and provide the greatest possible opportunity for its
employees, contractors and vendors to continue their services under
new providers."

The wind-down of Anka's operations will be supported by financing
provided by its secured lender.  The Company anticipates that it
will have accomplished the transfer of its patients to new
providers within the next 4-6 weeks, subject to certain regulatory
considerations and approvals.

Court filings as well as other information related to Anka's
chapter 11 filing are available at filing are available at
www.donlinrecano.com/ankabhi or by calling the restructuring
information center toll free at: 1-888-444-4055 or submit an
inquiry via e-mail to ankainfo@donlinrecano.com.

The Company is represented by its legal advisor Trodella & Lapping
and its financial advisor BPM LLP.


ARADIGM CORPORATION: Hires EMA Partners Investment Banker
---------------------------------------------------------
Aradigm Corporation, seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to employ EMA Partners,
LLC, as investment banker to the Debtor.

Aradigm Corporation requires EMA Partners to:

   a. prepare outreach materials,  including the preparation and
      dissemination of overview materials describing the Debtor,
      its intellectual property, assets and capabilities;

   b. identify and contact potential purchasers, with a special
      focus on healthcare royalty organizations and private
      equity groups, to ascertain their interest in a potential
      transaction;

   c. negotiate financial and business aspects of a potential
      transaction and supporting diligence throughout the
      process; and

   d. organize and participate in discussions and meetings with
      potential purchasers and orchestrate the negotiations
      around a possible transaction.

EMA Partners will be paid as follows:

   a. Monthly fees of (i) twenty thousand ($20,000) for the first
      month that the Agreement is in effect (the first payment
      due and payable upon execution of the Agreement); (ii)
      fifteen thousand ($15,000) for the second month that the
      Agreement is in effect; and (iii) ten thousand ($10,000)
      per month for each month thereafter that the Agreement
      remains in effect; and

   b. For any Transaction that is consummated during the Term
      or Tail Period, a fee that is a percentage of the total
      Consideration paid or payable to the Debtor or any of its
      affiliates or shareholders in connection with a
      Transaction, which shall be equal to 5% of the first $10
      million of such Consideration; plus 4% of the Consideration
      above $10 million, up to $20 million; plus 3% percent of
      the Consideration above $20 million, up to $30 million;
      plus 2% of the Consideration above $30 million, up to $40
      million; plus 1% of the Consideration above $40 million.

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

Tod White, partner of EMA Partners, 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.

EMA Partners can be reached at:

     Tod White
     EMA PARTNERS, LLC
     32065 Castle Court, Suite 250
     Evergreen, CO 80439
     Tel: (303) 674-8901
     Fax: (303) 674-8902

                    About Aradigm Corporation

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

Aradigm Corporation filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 19-40363) on Feb. 15, 2019.  In the petition signed by
John M. Siebert, executive chairman and interim principal executive
officer, the Debtor estimated $10 million to $50 million in both
assets and liabilities.  

The case is assigned to Judge William J. Lafferty.  

Bennett G. Young, Esq. at Jeffer, Mangels, Butler & Mitchell LLP,
is the Debtor's counsel.  EMA Partners, LLC, is the investment
banker.



AREABEATS PROPERTIES: May 16 Hearing on Disclosure Statement
------------------------------------------------------------
On May 16, 2019, at 10:00 a.m. in Courtroom 19 of the United States
Bankruptcy Court, 450 Golden Gate Avenue, 16th Floor, San
Francisco, the Court will hear the request of AreaBeats Properties,
LLC, a Delaware LLC, the Chapter 11 debtor, for tentative approval
of the disclosure statement contained in the Combined Plan of
Reorganization and  Disclosure Statement.

Any objections should be filed no later than seven (7) days prior
to the hearing.

Class 2(b). [Other] General Unsecured Claims are impaired. Percent
Plan. Creditors will receive 100 percent of their allowed claim in
one installment, due on the closing of the sale of the Real
Property; provided, however, that in the event the Debtor or the
Liquidating Trustee sells the Real Property for a sum insufficient
to pay all claims in full, general unsecured creditors will receive
their pro rata share of the greater of (i)the net sale proceeds,
after full payment of all secured claims and costs of sale
(including without limitation brokers’ commissions), the
Liquidating Trustee’s fees and expenses (in the event of a sale
by the Liquidating Trustee), all pre-confirmation administrative
expense claims, and all priority claims, (ii) $60,000, minus the
full payment of all priority claims and the full payment of all
pre-confirmation administrative-expense claims, or (iii) $6,328.
(Thus, the minimum distribution to general unsecured creditors will
be 1/3 of their allowed claim amounts.) In the event the sale price
is insufficient to pay all claims in full, the payoff of the third
lien of RCU will be reduced as necessary in order to facilitate the
foregoing and ensure there is at least $60,000 of net sale proceeds
after full payment of costs of sale (including without limitation
brokers’ commissions), payment of senior-lien debts, and payment
of the Liquidating Trustee’s fees and expenses (in the event of a
sale by the Liquidating Trustee).

The Debtor will close escrow on a sale of the Real Property on or
before May 31, 2019, for a sum sufficient to pay all claims in this
case except for the subordinated claim of Laura van Galen.

A full-text copy of the Disclosure Statement dated May 2, 2019, is
available at https://tinyurl.com/y4228bvf from PacerMonitor.com at
no charge.

Attorneys for Debtor are Steven M. Olson, Esq., and Jacob M.
Faircloth, Esq., at Law Office of Steven M. Olson, in Santa Rosa,
California.

               About Areabeats Properties

AreaBeats Properties, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31137) on Oct.
18, 2018. It filed as a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).

In the petition signed by Laura van Galen, manager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Judge Hannah L. Blumenstiel oversees the
case.  The Debtor tapped the Law Office of Steven M. Olson as its
legal counsel.


ARKANSAS DEVELOPMENT: Moody's Rates $487MM Tax-Exempt Bonds 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 senior secured rating to
the $487 million Arkansas Development Finance Authority tax-exempt
bonds. The bonds will be repayable under a bond financing agreement
between Big River Steel LLC, BRS Finance Corp. and BRS Intermediate
Holdings LLC and the Arkansas Development Finance Authority. Big
River's obligations under the bond financing agreement will be
secured by the same collateral that secures the term loan and the
secured notes. The proceeds of the bonds are being loaned to Big
River Steel LLC and will be used to finance the expansion of the
company's electric arc furnace steel mill located in Osceola,
Arkansas which is expected to double mill capacity to 3.3 million
tons and improve its ability to produce value-added steel
products.

Moody's affirmed Big River's B3 corporate family rating, B3-PD
probability of default rating, the B3 rating on its $395 million
term loan B and the B3 rating on the $600 million senior secured
notes. These ratings and the tax-exempt bond rating are
commensurate with the corporate family rating since they share the
same collateral package and will account for almost all of the debt
in the company's capital structure. The ratings outlook remains
stable.

Assignments:

Issuer: ARKANSAS DEVELOPMENT FINANCE AUTHORITY

  Gtd. Senior Secured Tax-Exempt Revenue Bonds, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Big River Steel LLC

  Outlook, Remains Stable

Affirmations:

Issuer: Big River Steel LLC

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

  Gtd. Senior Secured Term Loan B2, Affirmed B3 (LGD4)

  Gtd. Senior Secured Global Notes, Affirmed B3 (LGD4)

RATINGS RATIONALE

Big River Steel's B3 corporate family rating reflects its small
size and limited scale with a single production facility in
Osceola, Arkansas, and its reliance on the volatile steel sector.
The rating also reflects the risk the company is not able to
capture share from entrenched competitors when it ramps up its
expanded production capacity in 2021, especially considering the
substantial amount of other expansion projects announced by its
competitors. Its very weak near term credit metrics, with an
adjusted leverage ratio (Debt/EBITDA) of around 6.5x and interest
coverage (EBIT/Interest) of only about 1.0x, are also factored in
the rating.

The B3 rating is supported by the successful ramp-up of Big River's
steel mill and its ability to exceed its rated capacity utilization
rate in its 17th month of operations. It is also supported by its
ability to produce higher quality steel products that are typically
produced by an integrated steel producer, but with the cost
structure and flexibility of an EAF mini-mill steel producer. The
rating also reflects the relatively favorable near term dynamics of
the domestic steel sector supported by historically healthy metal
spreads.

Big River produced stronger than expected operating results in 2018
supported by the successful ramp up of its steel production, steel
prices rising to a 10-year high due to steel tariffs and quotas and
fears of potential steel shortages, along with moderately improved
end market demand. The steel price spike led to widening metal
spreads since scrap prices rose materially less than finished steel
prices, which benefitted electric arc furnace steel producers
including Big River. However, Moody's anticipates that Big River's
operating performance will moderately weaken in 2019 due to
materially weaker steel prices and narrower metal spreads. The
combination of lower operating earnings and the issuance of $487
million of tax-exempt bonds will result in credit metrics that are
weak for its B3 rating, with an adjusted leverage ratio in the
range of 6.5x-6.8x and interest coverage around 0.7x-1.0x. If
domestic steel industry conditions are relatively similar when Big
River ramps-up its additional 1.65 million tons of production
capacity in 2021, then it should be able to generate a level of
EBITDA that will bring its metrics more in line with its current
rating.

Big River is expected to maintain adequate liquidity and will have
no meaningful debt maturities prior to the maturity of its term
loan B in 2023. The company had $16 million of cash and $201
million of availability on its $225 million revolver as of December
31, 2018. The revolver may be utilized to support periodic working
capital investments, but the company should maintain ample
availability as the proceeds from the tax-exempt bonds and equity
contributions from existing shareholders will be used to fund its
expansion project.

The stable ratings outlook presumes the company's operating results
and credit metrics will weaken in the near term, but will improve
substantially when it ramps up its steel production in 2021.

The ratings are not likely to be upgraded in the near term
considering the company's modest size, lack of end market diversity
and the expectation for weaker operating results and credit
metrics. The company would need to increase its scale and diversity
and maintain a leverage ratio below 4.5x, an interest coverage
ratio above 2.0x and generate consistently positive free cash flow
for an upgrade to be considered.

Negative rating pressure could develop if the company experiences
any significant cost overruns, delays or production issues
associated with its expansion project or pursues other debt
financed growth projects that result in weaker than expected credit
metrics. The leverage ratio remaining above 5.5x or the interest
coverage ratio persisting below 1.5x could lead to a downgrade. A
significant reduction in borrowing availability or liquidity could
also result in a downgrade.

Big River Steel LLC, headquartered in Osceola, Arkansas, operates a
flex steel mill with 1.65 million tons of capacity. The mill began
commercial production in December 2016 and produces hot rolled,
cold rolled and galvanized steel products and higher quality API
and motor lamination steels and advanced high strength steels. The
company serves the transportation, construction, oil & gas, energy
and electric power sectors. Big River generated $1.4 billion in
revenues for the twelve months ended December 31, 2018.

The principal methodology used in these ratings was Steel Industry
published in September 2017.


BALLANTYNE RE PLC: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor:           Ballantyne Re plc
                             Fourth Floor
                             3, George's Dock, I.F.S.C.
                             Dublin 1, D02
                             Ireland

Business Description:        Ballantyne Re plc, founded in 2005,
                             offers reinsurance services.

Chapter 15 Petition Date:    May 7, 2019

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

Chapter 15 Case No.:         19-11491

Foreign Representative:      Adrian Masterson
                             57 Herbert Lane
                             Dublin 2, Ireland

Foreign Proceeding
in Which Appointment
of the Foreign
Representative
Occurred:                    Proceeding under the Companies Act
                             2014, an Irish statute, pending
                             before the High Court of Ireland.

Foreign
Representative's
Counsel:                     Timothy E. Graulich, Esq.
                             DAVIS POLK & WARDWELL LLP
                             450 Lexington Avenue
                             New York, NY 10017
                             Tel: (212) 450-4639
                             Fax: (212) 450-3639
                             Email: timothy.graulich@davispolk.com

Estimated Assets:            Unknown

Estimated Debts:             Unknown

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

            http://bankrupt.com/misc/nysb19-11491.pdf


BAUSCH HEALTH: Fitch Rates Senior Unsecured Notes 'B'
-----------------------------------------------------
Fitch Ratings has assigned a 'B'/'RR4' rating to Bausch Health
Companies Inc.'s senior unsecured notes offering. The net proceeds
from the issuance of $750 million each of eight- and 10-year notes
are expected to be used for the refinancing of existing unsecured
notes due in 2023. The ratings apply to approximately $24.5 billion
of debt outstanding at March 31, 2019. The Rating Outlook is
Stable.

KEY RATING DRIVERS

Good Progress in Business Turn-Around: Bausch Health's 'B' Issuer
Default Rating reflects progress in stabilizing operations and
reducing debt since mid-2016. The company is poised to return the
dermatology business to profitable growth in 2019-2020. Throughout
the business turn-around, BHC consistently generated strong FCF
relative to the 'B' category rating, pushed its nearest large debt
maturity out until 2022, and loosened restrictive secured debt
covenants through refinancing transactions. The company's stronger
operating profile and consistent cash generation should enable it
to further reduce leverage in the near term.

Lingering High Leverage: The balance sheet is highly leveraged due
to the funding of past acquisitions and EBITDA growth hampered by
operational issues under prior management. The company has made
good progress in reducing the absolute level of debt outstanding,
having reduced debt by approximately $7.8 billion since March 31,
2016 with a combination of internally generated cash flow and
proceeds from asset divestitures. Leverage remains modestly high
for the 'B' rating, with current gross debt to EBITDA of
approximately 7.2x; however, Fitch expects the company will
continue to pay down term loan balances with cash on hand in
2019-2020.

Return to Growth in 2019-2020: Bausch Health operates with a
reasonably diverse business model relative to its products,
customers and geographies served. Many of the company's businesses
are comprised of defensible product portfolios, which Fitch
believes are capable of generating durable margins and cash flows.
While the loss of patent protection on some of BHC's branded drugs
will be a drag on growth in 2019, Fitch believes that the expected
long-term growth for Bausch Health's eye health (Bausch +
Lomb/International) and gastrointestinal (GI/Salix) businesses
support the company's operating prospects. Further supporting the
operating outlook, Fitch expects that 2019 will be an inflection
point for the dermatology business, which generated 7.5% of total
sales in 2018. Growth of the dermatology business will be tied to
the successful commercialization of recently launched products.

Reliance on New Products: The stabilization of Bausch Health's
operating profile has involved an increased focus on developing an
internal research and development pipeline, which Fitch believes is
constructive for the company's credit profile over the long term.
This strategy is not without risk since Bausch Health needs to ramp
up the utilization of recently-approved products through successful
commercialization efforts. These products include Siliq (for the
treatment of moderate-to-severe plaque psoriasis, although with
safety restrictions), Bryhali (plaque psoriasis), Lumify (red eye)
and Vyzulta (glaucoma). The recent approval of Duobrii or IDP-118
(plaque psoriasis) should also help to strengthen the company's
dermatology business.

Near-Term Maturities Manageable: Bausch Health consistently
generates significant positive FCF (LTM FCF margin of 15.1%) and
has satisfied debt maturities until 2022 aside from annual
amortization recruitments on the term loans of about $300 million
annually starting 2020. The company's ability to access the credit
markets for unsecured notes issues in late 2017 and early 2018 was
an important step forward for the prospects of refinancing shorter
dated maturities.

DERIVATION SUMMARY

Bausch Health, rated 'B'/Stable, is significantly larger and more
diversified than speciality pharmaceutical industry peers
Mallinckrodt plc (bb-*/Negative) and Endo International plc Endo
(b-*/Stable). While all three manufacture and market specialty
pharmaceuticals and have maturing pharmaceutical products, Bausch
Health's Bausch + Lomb (B+L) business meaningfully decreases
business concentration risk relative to Mallinckrodt and Endo. B+L
offers operational diversification in terms of geographies and
payers. Many of its products are purchased directly by customers
without the requirement of a prescription.

However, Bausch Health's rating also reflects gross debt leverage
that is higher than peers. The company accumulated a significant
amount of debt through numerous acquisitions. In addition, Bausch
Health had a number of missteps in the integration process and
other operational issues. New management has been focusing on
reducing leverage by applying operating cash flow and divestiture
proceeds to debt reduction and returning the business to organic
growth through internal product development efforts.

Fitch links the ratings of Bausch Health Companies Inc. (parent)
and Bausch Health Americas, Inc. (subsidiary), and assigns the same
'B' Long-Term IDR to both entities. The linkage reflects the strong
legal and operational ties between the parent and the subsidiary.

KEY ASSUMPTIONS

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

  -- Forecast revenue returning to growth in 2019-2020. Fitch
expects the loss of exclusivity on products will be a roughly $400
million headwind to revenues in 2019 and forecasts total revenue
growth of less than 1%. The growth of Siliq, Bryhali and
potentially Duobrii should help return the dermatology business to
growth in 2019-2020;

  -- EBITDA of $3.4 billion in 2019 and increasing during the
intermediate term, driven by revenue growth, improved sales mix and
cost control;

  -- Normalized annual FCF of $1.2 billion to $1.3 billion during
the forecast period beginning 2020;

  -- Continued debt reduction utilizing FCF;

  -- Leverage declining to below 7.0x by the end of 2019.

RATING SENSITIVITIES

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

  -- An expectation of gross debt leverage (total debt/EBITDA)
durably below 6.0x and lease adjusted leverage (total adjusted
debt/EBITDAR) durably below 6.5x;

  -- Bausch Health continues to maintain a stable operating profile
and refrains from pursuing large, leveraging transactions including
acquisitions;

  -- Forecast FCF remains significantly positive;

  -- Debt maturities are successfully addressed well in advance
through a combination of debt reduction and refinancing.

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

  -- Gross debt leverage (total debt/EBITDA) durably above 7.0x and
lease adjusted leverage (total adjusted debt/EBITDAR) persisting
above 7.5x;

  -- Material operational stress returns without a clear path to
stabilize in the near term;

  -- FCF significantly and durably deteriorates;

  -- Refinancing risk increases and the prospect for meaningful
leverage reduction weakens.

LIQUIDITY AND DEBT STRUCTURE

Bausch Health had adequate near-term liquidity at March 31, 2019,
including cash on hand of $784 million and full availability
(excluding letters of credit) under its $1.225 billion revolving
credit facility that matures on June 1, 2023. The company's
refinancing activities have largely satisfied debt maturities until
2022. Fitch estimates that at March 31, 2019, Bausch Health had
debt maturities and loan amortizations of roughly $303 million in
2020, $303 million in 2021 and $1.55 billion in 2022.

Fitch forecasts 2019 FCF of $1.0 billion to $1.1 billion, and the
rating incorporates an expectation that the company will continue
to prioritize use of cash for debt reduction ahead of acquisitions
or share repurchases. Bausch Health has consistently generated
significantly positive FCF during 2015-2018, despite facing serious
operating challenges. Fitch expects the company to maintain
adequate headroom under the debt agreement financial maintenance
covenants during the 2019-2022 forecast period.

SUMMARY OF FINANCIAL ADJUSTMENTS

Financial statement adjustments that depart materially from those
contained in the published financial statements of the relevant
rated entity or obligor are as follows:

  -- Historical and projected EBITDA is adjusted to add back
non-cash stock based compensation.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Recovery Assumptions

The recovery analysis assumes that Bausch Health would be
considered a going concern in bankruptcy and that the company would
be reorganized rather than liquidated. Fitch estimates a going
concern enterprise value (EV) of $19.1 billion for Bausch Health
and assumes that administrative claims consume 10% of this value in
the recovery analysis.

The going concern EV is based upon estimates of post-reorganization
EBITDA and the assignment of an EBITDA multiple. Fitch's estimate
of Bausch Health's going concern EBITDA of $2.55 billion is 32%
lower than the estimated 2019 EBITDA, reflecting a scenario where
the recent stabilization in the base business is reversed and the
company is not successful in commercializing the R&D pipeline.

Fitch assumes Bausch Health will receive a going-concern recovery
multiple of 7.5x EBITDA. This is slightly higher than the 6.0x-7.0x
Fitch typically assigns to specialty pharmaceutical manufacturers,
representing Bausch + Lomb's relatively more durable consumer
products focus and the company's larger scale and broader product
portfolio than peers. The current average 2019 forward public
market trading multiple of Bausch Health and the company's closet
peers is 9.9x.

Fitch applies a waterfall analysis to the going concern EV based on
the relative claims of the debt in the capital structure, and
assumes that the company would fully draw the revolvers in a
bankruptcy scenario. The senior secured credit facility, including
the term loans and revolver, and senior secured notes, have
outstanding recovery prospects of 100% in a reorganization scenario
and are rated 'BB'/'RR1', three notches above the IDR. The senior
unsecured notes recover 38% and are rated 'B'/'RR4'.


BAUSCH HEALTH: Moody's Rates New Senior Unsecured Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new senior
unsecured note offering of Bausch Health Companies Inc. There are
no changes to Bausch Health's other ratings including the B2
Corporate Family Rating, the B2-PD Probability of Default Rating,
the Ba2 senior secured rating, B3 senior unsecured rating and SGL-1
Speculative Grade Liquidity Rating. The outlook remains unchanged
at stable.

Proceeds of the notes will be used in a leverage-neutral
refinancing to repay existing debt. The transaction is credit
positive because it will extend Bausch Health's debt maturities.

Assignments:

Issuer: Bausch Health Companies Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

RATINGS RATIONALE

Bausch Health's B2 Corporate Family Rating reflects high financial
leverage with gross debt/EBITDA of about 7.2 times. High financial
leverage elevates Bausch Health's exposure to unresolved legal
matters and constrains business development, creating a hurdle to
sustainably improving long-term growth. Patent expirations over the
next 6-12 months will erode earnings, causing debt/EBITDA to remain
above 7.0x even with steady debt reduction. However, patent
expirations will become more moderate in 2020 and, combined with
growth in newer products, deleveraging will result. Early signs of
new product launches are positive. The rating is supported by
Bausch Health's good scale with over $8 billion of revenue, solid
product diversity and good free cash flow due to high margins, low
taxes and capital expenditures.

The rating outlook is stable, incorporating Moody's expectation
that debt/EBITDA will decline to about 7.0x by 2020. Factors that
could lead to an upgrade include improvement in organic growth,
successful launches of new products, and significant resolution of
outstanding legal matters. Specifically, sustaining debt/EBITDA
below 6.5 times with CFO/debt approaching 10% could support an
upgrade.

Factors that could lead to a downgrade include significant
reductions in pricing or utilization trends of key products,
escalation of legal issues or large litigation-related cash
outflows, or debt/EBITDA sustained above 7.5 times.

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

Bausch Health Companies Inc. is a global company that develops,
manufactures and markets a range of pharmaceutical, medical device
and over-the-counter products. These are primarily in the
therapeutic areas of eye health, gastroenterology and dermatology.


BERRY GLOBAL: S&P Affirms 'BB+' ICR; Outlook Negative
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on Berry
Global Group Inc., which has just reached an agreement to acquire
RPC Group PLC in a $6.5 billion transaction to be entirely funded
with debt financing.

S&P assigned its 'BBB-' issue-level ratings to Berry's proposed
$4.2 billion in first-lien term loans. It also affirmed its 'BBB-'
issue-level rating on Berry's first-lien term loans but lowered its
issue-level ratings on the company's second-lien secured notes to
'BB' from 'BB+'.  S&P removed all ratings from CreditWatch with
negative implications.

"Our affirmation reflects the notable improvement in Berry's scale,
end-market diversification, and product breadth as a result of the
RPC Group PLC acquisition, partially offset by its increased
exposure to the European market and the sizable debt load to fund
the transaction," S&P said.

S&P said the negative outlook reflects the possibility that it
could lower its ratings if Berry is unable to meaningfully de-lever
to below 5x over the next 12-18 post acquisition close.  This could
occur if Berry experiences unexpected integration challenges,
delays in synergy realization, or weaker than expected operating
performance, according to the rating agency.

"We could lower our issuer credit rating if integration challenges,
delays in synergy realization, or declining sales volumes pressure
the company's operating performance such that leverage is above 5x
on a sustained basis," S&P said, adding that this could occur if
the company's operating margins deteriorate by 200 basis points
(bps) from the rating agency's base-case scenario.

"Although less likely given our belief that management will focus
on deleveraging over the next 12-18 months, we could also lower the
rating if additional acquisition spending or shareholder returns
result in the same sustained level of leverage," S&P said.

S&P said it could revise its outlook to stable if Berry achieves
its integration and synergy targets while maintaining current
volumes, enabling the company to improve leverage to below 5x on a
sustained basis over the next 12-18 months. S&P said this could
occur if the company achieves the rating agency's base-case
scenario.

"In addition, we could raise our rating on Berry if continued free
cash flow growth and debt reduction improves adjusted debt to
EBITDA below 4x. We estimate that this could occur if Berry's
operating margins rise by 200 bps, excluding raw materials
volatility, from our base-case scenario," S&P said.

In addition to any near-term credit metrics improvement, S&P said
it would require Berry to explicitly commit to financial policies
that support an investment-grade rating. This includes a commitment
to maintain leverage at the aforementioned levels through different
economic cycles and including potential acquisitions or shareholder
rewards, according to the rating agency.


BLUE DIAMOND: Lottery Commission Objects to Disclosure Statement
----------------------------------------------------------------
West Virginia Lottery Commission objects to the Approval of the
first amended disclosure statement explaining Blue Diamond LLC's
Plan of Reorganization.

The Commission points out that in its Disclosure Statement, Blue
Diamond erroneously states that "[t]he West Virginia Lottery
Commission asserts that because it is owed a debt for monies held
in trust, that it did not have to file a claim."

The Commission further points out that Blue Diamond's Disclosure
Statement does not contain adequate information because it fails to
acknowledge Blue Diamond's statutory obligation to turn over the
unpaid gross terminal sales amounts.

The Commission complains Blue Diamond's failure and apparent
inability to remit trust fund balances, as required by law,
suggests that this plan is not feasible.

                     About Blue Diamond

Blue Diamond LLC, based in Martinsburg, W.Va., filed a Chapter 11
petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017.
In the petition signed by James Hutzler, Jr., member and manager,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  

The Hon. Patrick M. Flatley oversees the case.  

Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as
bankruptcy counsel to the Debtor.  William C. Brewer, Esq., at
Brewer & Giggenbach, PLLC, is the Debtor's special counsel.


BLUE DIAMOND: U.S. Trustee Objects to Disclosure Statement
----------------------------------------------------------
The Acting United States Trustee, John P. Fitzgerald, III, by his
Assistant United States Trustee, Debra A. Wertman, objects to the
Amended Disclosure Statement explaining the Chapter 11 Plan of Blue
Diamond LLC.

The U.S. Trustee complains that neither the Amended Disclosure
Statement nor the Plan Of Reorganization specifically state the
percentage of payout that unsecured creditors will receive.

The U.S. Trustee points out that Class 4-Unsecured Small Claims,
the unsecured claims total v$14,807. Trustee further points out,
according to the debtor's budget, this class will receive a total
payment over the Plan of $9,000. The amount this Class will receive
is not 100%.

The U.S. Trustee asserts that an injunction may be appropriate and
a court can grant the relief, but the language in this Amended
Disclosure Statement is too broad and undefined and does not comply
with Behrmann v. National Heritage Foundation, 663 F.3d 704 (4th
Cir. 2011).

According to U.S. Trustee, the insiders intend to retain all of
their interests in the debtor, considering that creditors may not
be receiving 100% payout, a question arises as to whether the
absolute priority rule comes into play.

                   About Blue Diamond

Blue Diamond LLC, based in Martinsburg, W.Va., filed a Chapter 11
petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017.
In the petition signed by James Hutzler, Jr., member and manager,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  

The Hon. Patrick M. Flatley oversees the case.  

Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as
bankruptcy counsel to the Debtor.  William C. Brewer, Esq., at
Brewer & Giggenbach, PLLC, is the Debtor's special counsel.


BURKHALTER RIGGING: Exclusive Filing Period Extended Until July 19
------------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas extended the period during which Burkhalter
Rigging, Inc. and its affiliates have the exclusive right to file a
Chapter 11 plan through July 19, and to solicit acceptances for the
plan through Sept. 19.

The extension will allow the companies to focus their attention on
the sale of their assets and on resolving disputes with their
senior lender prior to filing a plan.  A court hearing to consider
approval of the sale is currently scheduled for May 20, according
to court filings.

                    About Burkhalter Rigging

Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and
Burkhalter Specialized Transport, LLC, each filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 19-30495) on Jan. 31, 2019.  In the
petition signed by Brooke Burkhalter, president, the Debtor
estimated $10 million to $50 million in assets and $10 million to
$50 million in liabilities.

The case is assigned to Judge Marvin Isgur.  

Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's
counsel. Dacarba LLC, as chief restructuring officer.  National
Transaction Advisors, Inc., as financial advisor and investment
banker.

Henry Hobbs Jr., acting U.S. trustee, appointed an official
committee of unsecured creditors in the Debtors' cases on Feb. 19,
2019.  The committee tapped Lugenbuhl, Wheaton, Peck, Rankin &
Hubbard as its legal counsel, and Stout Risius Ross, LLC as its
financial advisor.


CATALENT PHARMA: Moody's Cuts Sr. Secured Credit Ratings to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Catalent Pharma Solutions,
Inc.'s senior secured credit ratings to Ba3 from Ba2. At the same
time, Moody's affirmed Catalent's B1 Corporate Family Rating, the
B1-PD Probability of Default Rating, and the B3 senior unsecured
rating. Moody's also assigned a Ba3 rating to Catalent's proposed
$650 million incremental new term loan under its existing senior
secured credit facilities. This follows the proposed acquisition of
Paragon Bioservices, a viral vector development and manufacturing
company, for $1.2 billion. The acquisition is expected to close by
the end of May 2019.

The downgrade of the senior secured credit facilities reflects the
increased preponderance of secured debt in the company's capital
structure following the proposed transaction. As a result Moody's
expects a higher loss given default for Catalent's secured debt
facilities.

The affirmation of Catalent's B1 Corporate Family Rating reflects
Moody's expectations that debt/EBITDA will improve over the next
12-18 months. Debt/EBITDA will be approximately 5 times at the
closing of the acquisition of Paragon. In addition, Moody's expects
the addition of Paragon will strengthen Catalent's Contract
Development and Manufacturing Organization business in the
fast-growing gene therapy area.

Ratings downgraded:

Catalent Pharma Solutions, Inc.

Senior secured credit facilities to Ba3 (LGD3) from Ba2 (LGD2)

Ratings assigned:

Senior secured term loan at Ba3 (LGD3)

Ratings affirmed:

Catalent Pharma Solutions, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior unsecured notes due 2024 at B3 (LGD5)

Senior unsecured notes due 2026 at B3 (LGD5)

Speculative Grade Liquidity Rating at SGL-1

The outlook is stable.

RATINGS RATIONALE

Catalent's B1 Corporate Family rating reflects its relatively high
financial leverage and modest free cash flow. The rating is also
constrained by volatility inherent in the pharmaceutical contract
manufacturing industry. Lost revenue when customers' drugs become
generic, pricing pressure is exerted by large clients, and high
fixed costs can create volatility in profit and cash flows. The
rating is supported by Moody's expectation that Catalent will
benefit over the next 2-3 years as more drugs coming to market
require more complex dosage solutions. Catalent will also benefit
from its push into more stable, albeit lower margin, businesses
such as consumer and animal health. The rating is also supported by
Catalent's good scale and leading market position in the
development and manufacturing of softgels and other oral drug
delivery technologies. The company also maintains a diversified
customer base and commands a large library of patents, know-how,
and other intellectual property that raise barriers to entry and
enhance margins.

The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Catalent's liquidity will remain very good over
the next 12 to 18 months. Catalent's liquidity will be supported by
free cash flow in excess of $150 million over the next year, a
strong cash balance ($228 million as of March 31, 2019), and its
proposed $550 million revolving credit facility.

The stable outlook reflects Moody's expectation that leverage will
improve over the next 12 to 18 months following the Paragon
acquisition, however Catalent is likely to remain acquisitive.
Moody's also expects strong demand for Catalent's biologics
services will be partially offset by near-term headwinds in its
softgels.

The ratings could be upgraded if Catalent reduces financial
leverage such that its debt to EBITDA approaches 4.0 times.
Successful integration of acquisitions and organic growth that
results in increased scale and improved business line diversity,
including reduced concentration in softgels, would also support an
upgrade.

The ratings could be downgraded if Moody's expects Catalent's
financial leverage to be sustained above 5.5 times. The ratings
could also be downgraded if Catalent's earnings deteriorate or if
the company adopts a more aggressive acquisition strategy.

Catalent Pharma Solutions, Inc. is a leading provider of
development solutions and advanced delivery technologies for drugs,
biologics and consumer health products. These include the company's
formulation, development and manufacturing of softgels and other
products for the prescription drug and consumer health industries.
The company reported revenue of approximately $2.5 billion for the
twelve months ended March 31, 2019.


CCO HOLDINGS: Fitch Gives 'BB+/RR4' Rating to $1BB Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR4' rating to CCO Holdings,
LLC's issuance of $1 billion of senior unsecured notes due 2029.
CCOH is an indirect, wholly owned subsidiary of Charter
Communications, Inc. CCOH's Long-Term Issuer Default Rating is
currently 'BB+' with a Stable Outlook.

The company is expected to use net proceeds from the offering for
general corporate purposes, including potential buybacks of Class A
common stock of Charter or common units of Charter Communications
Holdings, LLC, a subsidiary of Charter and/or the repayment certain
indebtedness , and to pay related fees and expenses.

As of March 31, 2019, Charter's stock buyback program had authority
to purchase an additional $461 million of its Class A common stock
and/or CCH common units. Charter had approximately $72.1 billion of
debt outstanding as of March 31, 2019, including $53.2 billion of
senior secured debt, pro forma for the April 1, 2019 repayment of
$2.0 billion of Time Warner Cable, LLC's 8.25% senior secured
notes.

KEY RATING DRIVERS

Leading Market Position: Charter is the third largest multichannel
video programming distributor in the U.S. behind Comcast Corp. and
AT&T (through its DirecTV subsidiary) and the second largest cable
MVPD behind Comcast. Fitch continues to view the transactions
positively and believes they strengthen Charter's overall credit
profile.

Integration Key to Success: Charter's ability to continue managing
the simultaneous integration of the transactions and limit
disruption to its overall operations is critical. Charter is also
managing the transition to all-digital services and the
introduction of its interactive IP-based video user interface
across the TWC and Bright House systems. Similar efforts in their
legacy systems boosted ARPU and accelerated growth in revenue,
EBITDA margin and FCF. Although Fitch continues to expect Charter
to realize the full $1 billion of its expected run rate integration
synergies by 2020, system-wide wireless rollout costs are expected
to moderate near term margin benefits.

Credit Profile: Charter's 28.5 million customer relationships as of
March 31, 2019 position it as one of the largest MVPDs in the U.S.,
providing the company with significant scale benefits. LTM revenue
and EBITDA totalled approximately $44.2 billion and $16.2 billion,
respectively. Fitch estimates that for the LTM ended March 31, 201
9, total Fitch-calculated gross leverage was 4.5x while secured
leverage was 3.3x, pro forma for the TWC debt repayment.

Improving Operating Momentum: Charter's operating strategies are
positively affecting its operating profile, resulting in a
strengthened competitive position. The market-share-driven strategy
focusing on enhancing the overall competitiveness of its video
service and leveraging its expanding all-digital infrastructure is
improving subscriber metrics, growing revenue and ARPU, and
stabilizing operating margins. Fitch also believes the expanding
soft launch of Charter's mobile services under an MVNO agreement
with Verizon Communications Inc. should offer potential future
bundling benefits, which should eventually offset the near term
infrastructure spending.

Debt Capacity Growth: Charter maintains a target net leverage range
of 4.0x to 4.5x and up to 3.5x senior secured leverage. Fitch
expects Charter to continue creating additional debt capacity and
remain within its target leverage, primarily through EBITDA growth.
Proceeds from prospective debt issuances under additional debt
capacity created are expected to be used for shareholder returns
along with internal investment and accretive acquisitions. Fitch
does not expect Charter to maintain significant cash balances,
resulting in Fitch-calculated total gross leverage roughly equating
to total net leverage over the rating horizon.

DERIVATION SUMMARY

Charter is well positioned in the MVPD space given its size and
geographic diversity. With 28.5 million customer relationships,
Charter is the third largest U.S. MVPD after AT&T Inc. (AT&T),
through its DirecTV and U-verse offerings, and Comcast Corporation
(Comcast). Both AT&T (A-/Stable) and Comcast (A-/Stable) are rated
higher than Charter due primarily to lower target and actual total
leverage levels and significantly greater revenue size, coverage
area and segment diversification. Conversely, Charter is rated
higher than smaller MVPDs such as Cablevision (B+/Stable) given its
lower leverage and significantly larger revenue size and coverage
area.

Charter's ratings should be held in check as the company expects to
continue issuing debt under additional debt capacity created by
EBITDA growth while remaining within its target total net leverage
range of 4.0x to 4.5x. Proceeds from prospective debt issuance
under this additional debt capacity are expected to be used for
shareholder returns along with internal investment and accretive
acquisitions. No country-ceiling, parent/subsidiary aspects impacts
the rating.

KEY ASSUMPTIONS

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

  -- Revenues grow mid-single-digits over the rating horizon driven
by an improvement in overall customer relationships and
mid-single-digit ARPU growth.

  -- Continued low-single-digit video customer declines driven by
the increasingly competitive environment.

  -- HSD customer growth at 5% - 7% annually should more than
offset video losses, with HSD total revenues surpassing video total
revenues for the first time in 2019.

  -- Wireless revenues are not expected to comprise a significant
near-term revenue source.

  -- EBITDA margin shows slow improvement as integration benefits
are offset somewhat by wireless roll out costs.

  -- Capex expected to increase to low 20% as a percentage of
revenues due to ongoing near term upgrades to the TWC and Bright
House systems along with system-wide wireless infrastructure
investments.

  -- Charter grows FCF from $2.7 billion in 2018 to $4.5 billion by
2021.

  -- Charter issues sufficient debt to fund annual maturities and
take advantage of debt capacity created by EBITDA growth.

  -- Fitch expects Charter to remain at the high end of its target
net leverage of 4.0x to 4.5x creating approximately $4 billion to
$5 billion of additional annual debt capacity for either
shareholder returns or accretive acquisitions.

  -- Annual shareholder returns are expected to grow from $6.3
billion in 2018 to $9.6 billion by 2021.

  -- Fitch does not include any M&A activity given the lack of
transformational acquisition opportunities.

RATING SENSITIVITIES

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

  -- Integrating the transactions while limiting disruption in the
company's overall operations and demonstrating continued progress
in closing gaps relative to its industry peers in service
penetration rates and strategic bandwidth initiatives.

  -- A strengthening operating profile as the company captures
sustainable revenue and cash flow growth, and the reduction and
maintenance of total leverage below 4.0x.

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

  -- A leveraging transaction or adoption of a more aggressive
financial strategy that increases leverage beyond 5.0x in the
absence of a credible deleveraging plan.

  -- Perceived weakening of its competitive position or failure of
the current operating strategy to produce sustainable revenue, cash
flow growth and strengthening operating margins.

LIQUIDITY AND DEBT STRUCTURE

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating. Charter's financial
flexibility will improve in step with the continued growth in FCF
generation. Charter generated $2.9 billion of FCF during the LTM
ended March 31, 2019. The company's liquidity position at March 31,
2019 comprised $1.5 billion of cash and was supported by
approximately $4.6 billion of borrowing capacity from its $4.75
billion revolver, which expires in March 2023, and anticipated FCF
generation.

Charter's maturity schedule thorough 2021 is manageable, with $214
million due in 2019, $3.8 billion in 2020 and $2.5 billion in 2021.
Thereafter, annual bond maturities range from $4.0 billion (2026)
to $5.3 billion (2025) through 2028. Fitch notes Charter will have
to dedicate a significant portion of potential debt issuance during
that period to servicing annual maturities which could reduce cash
available for share repurchases, especially in the event of market
dislocation. Although Fitch expects Charter would be able to access
capital markets to meet its upcoming maturities, the company's
liquidity profile could be weakened if a market dislocation is
severe enough to hinder the company's ability to access the
market.

CCO is the public issuer of Charter's senior secured debt, and CCOH
is the public issuer of Charter's senior unsecured debt. All
existing and future secured debt of CCO is secured by a first
priority interest in all of the assets of CCO and is guaranteed by
all of CCO's subsidiaries, including those that hold the assets of
Charter, TWC and Bright House, and CCOH. All existing and future
debt of CCOH is structurally subordinated to CCO's senior secured
debt and is neither guaranteed by nor pari passu with any secured
debt.

With Charter's Fitch-calculated secured leverage expected to remain
below 4x over the rating horizon and strong underlying asset value,
Fitch does not view structural subordination as being present to
where recovery prospects at the unsecured level are impaired. Thus,
Charter's unsecured notes are not notched down from the IDR.


CELESTICA INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Celestica Inc. to
negative from stable and affirmed its 'BB' long-term issuer credit
rating on the company and its 'BB' issue-level rating on the
company's senior secured debt. The '3' recovery rating on the debt
is unchanged, reflecting meaningful (50%-70% (rounded estimate 65%)
recovery in the event of a default.

"The negative outlook reflects our expectation of weaker EBITDA due
to the headwinds the company is facing for its Connectivity & Cloud
Solutions' (CCS) and Advanced Technology Solutions' (ATS) capital
equipment product end segments in the next 12 months from softer
demand trends that could persist through 2020 year-end," S&P said.
"As a result, we forecast EBITDA to be pressured, leading to S&P
Global Ratings' adjusted debt-to-EBITDA to be about 3.5x in 2019,
which we view to be a credit weakness."

There is some probability for EBITDA growth in 2020 from improving
demand trends for the company's ATS and CCS end segments, which
could lead to gradual deleveraging of Celestica's balance sheet to
about 3x. However, there is limited visibility regarding the
industry rebounding in 2020, absent which the company's credit
measures would continue to deteriorate. Furthermore, the company's
aggressive financial policy of performing debt-funded acquisitions
and using free cash flow for shareholder returns rather than debt
reduction has led to limited financial flexibility for Celestica to
accommodate any operational underperformance. As a result, given
the company's underperformance and this limited balance-sheet
flexibility, there is an increased risk for Celestica's adjusted
debt-to-EBITDA to stay above 3x, the threshold for S&P's downside
trigger, for a prolonged period.

The negative outlook reflects S&P's expectation that Celestica's
operational underperformance will lead to lower EBITDA generation,
leading to S&P's adjusted debt-to-EBITDA to be above 3x over the
next 12 months. The rating agency anticipates the company's soft
operating performance could persist through 2020, spurred by its
low visibility of revenues, which could lead to further EBITDA
deterioration, affecting the company's credit metrics.

"We could consider a downgrade in the next 12 months if adjusted
debt-to-EBITDA exceeded 3x driven by weak operating performance
from the company's ATS or CCS end segments, leading to declining
EBITDA," S&P said, adding that it could also consider lowering the
rating if the company adopts a significantly more aggressive
financial policy in terms of debt-funded shareholder returns and
acquisitions.

"We could revise the outlook to stable over the next 12 months if
adjusted debt-to-EBITDA falls and is sustained below 3x. Such a
scenario could occur if the operational performance of the
company's ATS end segment improves, which could drive higher EBITDA
generation," S&P said. At the same time, the rating agency would
expect the company to adopt a prudent financial strategy to
maintain its balance-sheet capacity, with its ability to manage
shareholder expectations and operational performance to support
credit measures on a sustained basis.


CLOUD PEAK: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Cloud Peak Energy Inc.
             385 Interlocken Crescent, #400
             Broomfield, CO 80021

Business Description: Cloud Peak Energy Inc. --
                      http://www.cloudpeakenergy.com/-- is a
                      coal producer headquartered in Gillette,
                      Wyoming.  Cloud Peak mines low sulfur,
                      subbituminous coal and provides logistics
                      supply services.  The Company owns and
                      operates three surface coal mines in the
                      Powder River Basin (PRB), the lowest cost
                      major coal producing region in the nation.
                      The Antelope and Cordero Rojo mines are
                      located in Wyoming and the Spring Creek Mine
                      is located in Montana.  Cloud Peak was
                      formed in the summer of 2008 and commenced
                      its initial public offering of common stock
                      in November 2009.

Chapter 11 Petition Date: May 10, 2019

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

Twenty-eight affiliates that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

       Debtor                                    Case No.
       ------                                    --------
       Cloud Peak Energy Inc. (Lead Case)        19-11047
       Antelope Coal LLC                         19-11049
       Arrowhead I LLC                           19-11050
       Arrowhead II LLC                          19-11051
       Cordero Mining LLC                        19-11052
       Big Metal Coal Co. LLC                    19-11053
       NERCO LLC                                 19-11054
       Cloud Peak Energy Finance Corp.           19-11055
       Youngs Creek Mining Company, LLC          19-11056
       Cloud Peak Energy Resources LLC           19-11057
       Cordero Oil and Gas LLC                   19-11058
       Youngs Creek Holdings I LLC               19-11059
       Kennecott Coal Sales LLC                  19-11060
       Cloud Peak Energy Logistics LLC           19-11061
       Western Minerals LLC                      19-11062
       Cloud Peak Energy Services Company        19-11063
       NERCO Coal LLC                            19-11064
       Prospect Land and Development LLC         19-11065
       Spring Creek Coal LLC                     19-11066
       NERCO Coal Sales LLC                      19-11068
       Arrowhead III LLC                         19-11069
       Resource Development LLC                  19-11070
       Caballo Rojo Holdings LLC                 19-11071
       Sequatchie Valley Coal Corporation        19-11072
       Cloud Peak Energy Logistics I LLC         19-11073
       Youngs Creek Holdings II LLC              19-11074
       Cordero Mining Holdings LLC               19-11075
       Caballo Rojo LLC                          19-11076

Judge: Hon. Kevin Gross

Debtors'
General
Bankruptcy
Counsel:          David S. Meyer, Esq.
                  Jessica C. Peet, Esq.
                  Lauren R. Kanzer, Esq.
                  VINSON & ELKINS LLP
                  666 Fifth Avenue, 26th Floor
                  New York, NY 10103-0040
                  Tel: 212.237.0000
                  Fax: 212.237.0100
                  E-mail: dmeyer@velaw.com;
                          jpeet@velaw.com;
                          lkanzer@velaw.com

                    - and -

                  Paul E. Heath, Esq.
                  VINSON & ELKINS LLP
                  2001 Ross Avenue, Suite 3900
                  Dallas, TX 75201
                  Tel: 214.220.7700
                  Fax: 214.220.7716
                  E-mail: pheath@velaw.com

Debtors'
Local
Counsel:          Daniel J. DeFranceschi, Esq.
                  John H. Knight, Esq.  
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302.651.7700
                  Fax: 302.651.7701
                  E-mail: defranceschi@rlf.com;
                          knight@rlf.com


Debtors'
Investment
Banker:           CENTERVIEW PARTNERS LLC

Debtors'
Operational
Advisor:          FTI CONSULTING, INC.

Debtors'
Notice &
Claims Agent:     PRIME CLERK, LLC
                 
https://cases.primeclerk.com/cloudpeakenergy/Home-Index

Total Assets as of Dec. 31, 2018: $928,656,000

Total Debts as of Dec. 31, 2018: $634,982,000

The petition was signed by Bryan Pechersky, executive vice
president, general counsel, and corporate secretary.

A full-text copy of the Lead Debtor's petition is available for
free at:

        http://bankrupt.com/misc/deb19-11047.pdf

List of Debtors' 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Wilmington Trust, N.A.              Bonds          $56,400,000
- 2024 Bonds                                         plus accrued
Attn: Quinton M. Depompolo                        unpaid interest
50 South Sixth Street, Suite 1290                       as of the
Minneapolis, MN 55402                               Petition Date
Tel: 612-217-5670
Fax: 612-217-5651
Email: qdepompolo@wilmingtontrust.com

2. BNSF                            Transportation      $8,115,284
Attn: George Duggan
Bnsf Railway Company
Fort Worth, TX 76131-2800
Tel: 817-867-6253
Fax: 817-352-7940
Email: George.duggan@bnsf.com

3. Nelson Brothers                  Trade Vendor       $4,260,930
Mining Services,
2115 Bishop Road
P.O. Box 1478
Gillette, WY 82717-1478
Attn: Mike Curtis
Tel: 307-687-0764
Email: mcurtis@nelsonbro.com

4. Westshore Terminals Limited      Port/Shipping      Renaissance
Attn: Glenn Dudar                                     Technologies
1 Roberts Bank                                         LLC (9.26%)
Delta, BC Y4M 4G5
Canada
Tel: 604-946-9494
Email: gdudar@westshore.com

5. Korea Line Corporation           Port/Shipping         $654,002
Attn: Wonho Bae
Sm R&D Center #78
Magokjungang8-Ro, Gangseo-Gu
Seoul 06163
South Korea
Tel: 02-3701-0114
Fax: 822-733-1610
Email: whb@korealines.co.kr

6. Wyoming Machinery Company        Trade Vendor          $639,251
Attn: Richard Oates, Jr.
5505 Mohan Road
PO Box 1238
Gillette, WY 82717-1238
Tel: 307-261-4402
Fax: 307-686-3961
Email: rhoates@wyomingcat.com

7. Cummins Rocky Mountain LLC       Trade Vendor          $365,669
Attn: Wayne Lepine
2600 East 2nd Street
Gillette, WY 82716
Tel: 307-687-4107
Fax: 307-682-8242
Email: wayne.a.lepine@cummins.com

8. Esco Group LLC                   Trade Vendor          $295,819
Attn: Jim Carter
1515 E. Lincoln Street
Gillette, WY 82716
Tel: 307-464-6208
Fax: 800-546-3726
Email: jim.carter@escocorp.com

9. Northern Production Co LLC       Trade Vendor          $322,213
Attn: Sam Hunt
701 Sinclair Street
Gillette, WY 82718
Tel: 307-682-5708
Fax: 307-682-5530

10. Joy Global Surface Mining Inc.  Trade Vendor          $297,287
Attn: Chris Bennett
5834 South Winland Drive
Gillette, WY 82718
Tel: 307-682-1445
Email: chrisb@komatsueq.com

11. Powder River Transportation     Trade Vendor          $286,434
Attn: Eric Waters
1700 E Hwy 14-16
Gillette, WY 82717-3047
Tel: 307-682-0960
Fax: 307-682-4422
Email: eric.waters@coachusa.com

12. Brake Supply Co Inc.            Trade Vendor          $271,891
Attn: Dean Stephenson
1275 North 6 Mile Road
PO Box 2949
Casper, WY 82602-2949
Tel: 307-233-6127
Fax: 307-266-2900
Email: dstephenson@brake.com

13. Crown Products & Services Inc.  Trade Vendor          $262,486
Attn: John Opseth
319 S. Gillette Ave., Suite 303
Gillette, WY 82716
Tel: 307-696-8175
Fax: 307-696-8174
Email: jopseth@crownps.us

14. Tractor & Equipment Company     Trade Vendor          $259,640
Attn: Travis Grammar
1835 Harnish Blvd
PO Box 30158
Billings, MT 59107-0518
Tel: 406-651-8317
Email: tgrammr@tractorandequipment.com

15. H-Line Shipping Co., Ltd.       Port/Shipping         $256,500
Attn: Kyungsik (Keith) Cho
8th Floor, 42, Jong-Ro 1-Gil
Seoul 100-755
South Korea
Tel: 82260201836
Email: bulk@h-lineshipping.com

16. Standard Laboratories, Inc.   Customer Programs       $203,798

Attn: Steve Miladinovich Jr.
1880 North Loop Ave
Casper, WY 82601-9225
Tel: 307-234-9957
Fax: 307-234-0013
Email: pbowers@standardlabs.com

17. Spencer Fluid Power Inc.         Trade Vendor         $229,416
Attn: Shannon Ewing
3201 Letourneau Drive
Gillette, WY 82716-8504
Tel: 307-796-5858
Fax: 253-796-1101
Email: sewing@spencerfluidpower.com

18. Nalco Company                    Trade Vendor         $217,997
1601 W Diehl Road
Naperville, IL 60563-1198
Tel: 281-787-7710
Email: jneissl@ecolab.com

19. Sulzer Electro-Mechanical Srv    Trade Vendor         $176,952
Attn: Todd Colbrese
3382 Bird Drive
Gillette, WY 82716
Tel: 307-687-3538
Fax: 307-682-6432
Email: todd.colbrese@sulzer.com

20. Industrial Supply Company        Trade Vendor         $169,057
Attn: Chris Bateman
1635 South 300 West
Salt Lake City, UT 82718-6718
Tel: 801-464-1319
Fax: 801-487-0469
Email: cbateman@indsupply.com

21. Interstate Powersystems          Trade Vendor         $162,229
Attn: Russell Groombridge
3323 Letourneau
Gillette, WY 82718

22. Whitmore Field Services LLC      Trade Vendor         $149,292
Attn: Larry Young
3207 East 2nd Street
Rockwall, TX 75087
Tel: 307-660-6583
Email: larry.young@whitmores.com

23. Interlake Steamship Company      Port/Shipping        $144,344
Attn: Brendan 'O Conner
7300 Engle Road
Middleburg Hts, OH 44130
Tel: 440-260-6900
Fax: 440-260-6945
Email: boconnor@interlake-stearnship.com

24. Motion Industries Inc.            Trade Vendor        $143,376
Attn: Matt Drake
5441 Swanson Road
Gillette, WY 82718
Tel: 801-917-3836
Email: matt.drake@motion-ind.com

25. Firemaster                        Trade Vendor        $140,028
Attn: Jerry Greff-Franchise Owner
PO Box 121019
Dallas, TX 75312
Tel: 307-687-7434
Email: jerry@greffsinc.com

26. Komatsu Equipment Company         Trade Vendor        $139,004
Attn: Chris Bennett
10790 Hwy 59
Gillette, WY 82718-7528
Tel: 307-682-1445
Fax: 307-687-1043
Email: chrisb@komatsueq.com

27. Titan Wheel Corp of Virginia      Trade Vendor        $128,024
Attn: Susan Andrae
227 Allison Gap Road
Saltville, VA 24370
Tel: 775-738-7522
Email: susan.andrae@titan-intl.com

28. Epiroc USA LLC                    Trade Vendor        $118,300
Attn: Mike Schutt
3700 E 68th Ave
Commerce City, CO 80022
Tel: 307-682-0571
Fax: 303-253-6906
Email: mike.schutt@epiroc.com

29. Airgas USA Inc.                   Trade Vendor        $114,988
Attn: Travis Belt
5548 Magnoson Blvd
Gillette, WY 82718
Tel: 307-686-6700
Email: travis.belt@airgas.com

30. Wire Rope Industries Ltd.         Trade Vendor        $110,440
Attn: Dg Reardon
5501 Trans-Canada Hwy
Pointe-Claire, QC H9R 1B7
Canada
Tel: 307-689-2626
Fax: 514-697-3534
Email: dg-reardon@bridon-bekaert.com

31. Rocky Mountain Brake Supply Inc.  Trade Vendor        $102,724
Attn: Kenny Baker
1489 Bryan Stock Trail
Casper, WY 82601
Tel: 307-235-3392
Fax: 307-235-6838

32. Raillink                         Transportation       $101,256
Attn: Angella Rueschhoff
1221 South Colorado Ave.
Provo, UT 84606-6111
Tel: 307-257-4300
Email: Angella.rueschhoff@gwrr.com

33. Excel Foundry & Machine Inc.      Trade Vendor        $86,912
Attn: Chris Toews
P.O. Box 400
1 Excel Way
Pekin, IL 61555-0400
Tel: 309-419-9814
Fax: 309-347-1931
Email: Chris@excelfoundry.com

34. Thermo Fluids Inc.                Trade Vendor        $85,945
Attn: Cody Jones
2600 North Central Expressway
Richardson, TX 75080
Tel: 307-257-9158
Email: cjones@thermofluids.com

35. Mader Corporation                 Trade Vendor        $84,403
Attn: Alex Matters
242 Linden Street
Fort Collins, CO 8054
Tel: 843-224-2049
Email: alex.matters@madergroup.com

36. Flanders Electric Motor Service   Trade Vendor        $80,335
Attn: Rich Fifield
3245 Salt Creek Hwy
Casper, WY 82601
Tel: 307-237-4099
Fax: 812-867-2687
Email: rfifield@flandersinc.com

37. Proline Machining LLC             Trade Vendor        $69,144
Attn: Josh Boardman, President
PO Box 1927
Gillette, WY 82717-1927
Tel: 307-680-0463
Fax: 330-319-8188
Email: prolinemachiningllc@gmail.com

38. 21 Electric LLC                   Trade Vendor         $62,962
Attn: Josh Liggett-Owner
25278 N US Hwy 85
New Castle, WY 82701
Tel: 307-746-5165
Email: josh@21electricllc.com

39. Tricon Wear Solutions LLC         Trade Vendor         $61,391
Attn: Rich Pollach
2700 5th Avenue South
Irondale, AL 352210
Tel: 307-689-6600
Fax: 205-956-9706
Email: rich.pallach@TriconWearSolutions.com

40. Coleman Electrical Services LLC   Trade Vendor         $57,519
Attn: Pat Studle
2809 Dogwood Avenue
Gillette, WY 82718
Tel: 307-686-5775
Fax: 307-686-8609
Email: patt.studle@colemanelectricalservice.com

41. Spencer Fluid Power               Trade Vendor         $57,330
Attn: Marty Ruger
PO Box 1275
Billings, MT 59103
Tel: 307-682-5858
Fax: 888-295-1881
Email: aruger@spencerfluidpower.com

42. Oil Analysis Lab Inc.             Trade Vendor         $56,249
Attn: Lane Crandell
1514 East Sprague
Gillette, WY 82716
Tel: 509-535-5791
Fax: 509-535-1537
Email: laneC@oilab.com

43. Securitas Security Services USA   Trade Vendor         $48,358
Attn: Shawn McDonald
1000 W Temple Street
Los Angeles, CA 90074-7220
Tel: 307-682-1882
Fax: 973-397-2491
Email: shawn.mcdonal@securitasinc.com

44. Western Cable & Belt Repair LLC   Trade Vendor         $47,561
Attn: Marge Hatfield
104 Commercial Dr
Wright, WY 82732-0386
Tel: 307-464-0299
Email: westernc@collinscom.net

45. Addons Inc.                      Trade Vendor          $46,205
Attn: Max Rogers ,President
8040 Southpark Lane
Littleton, CO 80120
Tel: 720-259-8189
Fax: 303-374-6225
Email: max.rogers@addonsinc.com

46. Nidec Industrial Solutions       Trade Vendor          $41,174
Attn: Anna Marie Kennedy
7555 E Pleasant Vally Rd
Independence, OH 44131
Tel: 440-539-1171
Fax: 216-642-6037

47. H-E Parts International          Trade Vendor          $41,163
Attn: Bill Brown
1733 Highway 87 East
Billings, MT 59101-6618
Tel: 406-896-3546
Fax: 678-443-2149
Email: bbrown@h-epartsmining.com

48. Arnold Machinery Company         Trade Vendor          $39,654
Attn: Adam Coleman
10766 State Hwy 59
Gillette, Wy 82718
Tel: 307-686-7536
Fax: 801-973-8171

49. Wells Fargo Rail Corporation     Trade Vendor          $39,467
Attn: John Schriever
6250 N. River Road, Suite 5000
Rosemont, IL 60018
Tel: 415-801-8536
Fax: 847-318-7588
Email: john.schriever@wellsfargo.com

50. Inter-Mountain Laboratories Inc. Trade Vendor          $38,310
Attn: Kevin Chartier, President
1673 Terra Avenue
Sheridan, WY 82801
Tel: 307-461-4935
Fax: 307-672-8945
Email: kchartier@imlinc.com


CONSTANT VELOCITY: Court Denies Approval of Disclosure Statement
----------------------------------------------------------------
The Bankruptcy Court denied, without prejudice, the disclosure
statement explaining Constant Velocity Transmission Lines, Inc.'s
Chapter 11 Plan.

The debtor may re-file a disclosure statement and plan -- combined
or otherwise -- subject to time limitations and extensions in 11
U.S.C. Sections 1121(e) (3) and 1129(e).

          About Constant Velocity Transmission Lines

Constant Velocity Transmission Lines, Inc. --
https://www.mitcables.com/ -- is a privately held company engaged
in the manufacturing of audio and video equipment. Its patented
Multipole Technology offers better bass, better mid-range, and
smoother highs painted on a "blacker background". Its patented
Filterpole Technology provides power conditioning solutions to
address "powerline noise" improving audio and video experience.

Constant Velocity Transmission Lines, Inc., based in Rocklin, CA,
filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-25576) on
Sept. 1, 2018. The Hon. Christopher D. Jaime presides over the
case.  In the petition signed by Bruce Brisson, president, the
Debtor disclosed $742,564 in assets and $1,578,452 in liabilities.

Gabriel Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC, serves as bankruptcy counsel; and WSB Accounting, as
accountant.


COOK INVESTMENTS: U.S. Trustee Appeals Confirmation of Ch.11 Plan
-----------------------------------------------------------------
Mark M. Sharf, Esq., of Sharf Law, disclosed that in a recent
Chapter 11 case filed by a real estate holding company, the United
States Trustee appealed confirmation of the Debtor's
Chapter 11 Plan because one of the tenants at the Debtor's
properties used the property to grow marijuana.  The United States
Trustee made two arguments during the case:

   1. Early in the case the U.S. Trustee filed a motion to dismiss
the bankruptcy case on the grounds that leasing to a marijuana
establishment "constituted gross mismanagement" and was thus cause
to dismiss under Bankruptcy Code Section 1112(b).  The motion to
dismiss was denied with leave to renew the motion at plan
confirmation.  The U.S. Trustee never renewed this motion, and as a
result the Ninth Circuit did not rule on whether the case should
have been dismissed.  As a result, the issue of whether businesses
who lease to marijuana enterprises should have their cases
dismissed remains an open issue in the Ninth Circuit.  The Ninth
Circuit's quote at the end of this article notes this.

   2. The U.S. Trustee argue at plan confirmation that the lease
violates federal drug laws and that therefore the Amended Plan was
"proposed . . . by . . . means forbidden by law" and should not be
confirmed under Bankruptcy Code Section 1129(a)(3).  It is
important to note that the lease at issue specifically provided
that the tenant would use the property "exclusively as a marijuana
establishment.  "While this complied with Washington state law, it
violated the Federal Controlled Substances Act 21 U.S.C. 801-971,
which prohibits knowingly leasing any place for the purpose of
manufacturing, distributing or using any controlled substance.
Section 856(a)(1).

The Amended Plan provided for payments of 100% of creditors'
claims.  In what appears to be an obvious attempt to structure the
Plan so it does not run afoul of federal law, the lease with the
marijuana tenant ( Green Haven ) was rejected.  The plan was
structured so that even without revenue from Green Haven it was
feasible, and all monthly rent payments from all of the other
tenants would be paid directly to the Landlord's only secured
creditor -- the bank that held a lien on the property at issue.
Green Haven would continue to rent the property, presumably on a
month-to-month basis, and pay rents directly to the property owner.
No creditors objected to the plan.  The only objector was the
United States Trustee, which argued that a Plan must be "proposed
in good faith and not by any means forbidden by law." Section
1129(a)(3).

As noted above, because the United States Trustee failed to renew
its motion to dismiss at plan confirmation, the District Court
affirmed denial of the motion to dismiss.  The U.S. Trustee's
motion for a stay (of Plan Confirmation) was denied.  The debtor
made payments pursuant to the Amended Plan during the pendency of
the appeal, and unsecured creditors were repaid (presumably in
full) while the secured creditor was still in the process of being
repaid when this case was considered by the Ninth Circuit Court of
Appeals.

The Ninth Circuit ruled that the phrase "not by any means forbidden
by law" modified the phrase "the plan has been proposed."  For this
reason the Ninth Circuit concluded that Section 1129(a)(3) directs
courts to look only to the way a plan has been proposed, and not to
the contents nor terms of a Plan.  The Ninth Circuit specifically
stated:

"We do not believe that the interpretation compelled by the text
will result in bankruptcy proceedings being used to facilitate
legal violations.  To begin, absent waiver, as in this case, courts
may consider gross mismanagement issues under 1112(b).  And
confirmation of a plan does not insulate debtors from prosecution
for criminal activity, even if that activity is part of the plan
itself.  In re Food City, Inc., 110 B.R. 808, 812 (Bankr. W.D. Tex.
1990).  There is thus no need to 'convert the bankruptcy judge into
an ombudsman without portfolio, gratuitously seeking out possible
'illegalities' in every plan,' a result that would be 'inimical to
the basic function of bankruptcy judges in bankruptcy proceedings."


Gavin v. Cook Investments Ninth Circuit Court of Appeals, 5/2/19,
Case No. 18-35119.

                    About Cook Investments

Cook Investments NW, SPNWY, LLC and four of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. W.D.WA. Lead Case No.
16-44782) on Nov. 21, 2016.  In the petitions signed by Michael
Cook, sole member, Cook Investments NW, SPNWY estimated $1 million
to $10 million in both assets and liabilities.  Judge Brian D.
Lynch oversees the cases.  Bush Kornfeld LLP is the Debtor's
counsel.



COVIA HOLDINGS: S&P Downgrades ICR to 'BB-'; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
frac sand and industrial minerals producer Covia Holdings Corp. to
'BB-' from 'BB' due to its expectation for a weaker performance in
the company's energy segment despite the more steady results from
its industrial business, and the rating agency's assumption of some
level of support from the company's majority owner, SCR-Sibelco
N.V.

At the same time, S&P lowered its issue-level rating on Covia's
$1.65 billion senior secured term loan to 'BB-' from 'BB'. The '3'
recovery rating remains unchanged.

The downgrade reflects S&P's expectation that lower price
realizations will reduce Covia's earnings and diminish its free
cash flow in 2019. While it had previously expected Covia's
leverage to settle in the 2x-3x range, S&P now forecasts that the
company's debt to EBITDA ratio will remain above 5x through the end
of the year. As recently as the second quarter of 2018, the
industry consensus was that annual U.S. frac sand demand would
increase by about 30% from 2017 levels to about 100 million tons.
Producers in the Permian basin rushed in to bridge the gap and
capitalize on the increased demand. However, after a few quarters
at the expected pace, demand collapsed and the industry finished
2018 with a run rate of closer to 70 million tons. This has
resulted in an oversupplied market with new capacity continuing to
come online. With this backdrop, S&P expects Covia's volume-based,
market-priced sales contracts to lead to average price realizations
falling about 25% for 2019.

"Due to our assessment of the relationship between Covia and its
majority owner, Sibelco, we consider the consolidated company as a
whole when making ratings decisions," S&P said. The rating agency
said the stable outlook reflects its expectation that Sibelco's
adjusted leverage will decline from the middle to the bottom of the
2x–3x range over the next year, supported by its non-energy
businesses, and mandatory amortization requirements which will
reduce outstanding debt.

"We expect Covia's adjusted leverage will remain above 5x over the
next year. Despite our volume assumptions holding relatively steady
at about 36 million tons, the lower price environment for frac sand
will limit the company's cash flow generation. Therefore, it will
take significantly more time for Covia's excess cash flow sweeps to
pay down the debt it took on to fund its acquisition of Fairmount
last year," S&P said.

"We could lower our rating on Covia if Sibelco's adjusted leverage
approached 4x or if we believe that Covia's EBITDA margins will
remain below 15%. Assuming a consistent contribution from Sibelco's
other segments, this would reflect a decline in Covia's run-rate
adjusted EBITDA to below $300 million from about $395 for 2018,"
S&P said. This could occur if the demand for Northern White sand
continues to fall rather than leveling off, leading to a wave of
falling prices and volumes, according to the rating agency.

"We could raise our rating on Covia if we expected Sibelco's
leverage to fall and remain below 3x. If Covia maintains production
near current levels and limits the extent of any additional price
deterioration, we believe that cash flow sweeps and mandatory
amortization requirements could reduce the consolidated company's
leverage metrics to our upside threshold in the next 12-24 months,"
S&P said.


DCP MIDSTREAM: Fitch Rates New Unsecured Notes Due 2029 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned DCP Midstream Operating, LP a 'BB+'/
'RR4' rating to the company's proposed senior unsecured notes due
2029. The Rating Outlook is Stable.

The notes are being issued by DCP Midstream Operating, LP and are
fully and unconditionally guaranteed by parent company DCP
Midstream, LP. The guarantee by DCP will rank equally in right of
payment to all of DCP's existing and future unsecured senior
indebtedness. DCP plans to use the proceeds from this offering to
repay indebtedness under DCP Operating's revolving credit facility
and for general partnership purposes, including the repayment of
indebtedness under DCP Operating's revolving credit facility and
the funding of capex.

KEY RATING DRIVERS

Scale and Scope of Operations: DCP's ratings reflect the size,
scale, scope and diversity of its asset base. DCP's ratings
recognize that it is one of the largest producers and marketers of
natural gas liquids and processors of natural gas in the United
States. The partnership has a robust operating presence in most of
the key production regions within the U.S. The size and breadth of
DCP's operations allow it to offer its customers end-to-end
gathering, processing, storage, fractionation, and transportation
solutions, giving it a competitive advantage within the regions
where they have significant scale. Additionally, the partnership's
large asset base provides a platform for growth opportunities
across its footprint. DCP has a particular focus on the Denver
Julesburg Basin and the Permian Basin, areas in need of gathering
and processing infrastructure as production in the liquids-rich
regions of these plays continues to increase. Much of DCP's asset
portfolio consists of 'must-run' type assets -- as long as oil and
gas is flowing from the wells and basins they access, DCP will
process the gas.

Volumetric Risks: DCP's ratings reflect that its operations are
exposed to volumetric risks associated with the domestic production
and demand for natural gas and NGLs. The ratings consider that 2018
& first-quarter 2019 volumes have been relatively strong across
DCP's portfolio with strong average throughput volumes on DCP's NGL
transportation assets and growing wellhead volumes on DCP's Eagle
Ford, Denver Julesburg Basin and Midcontinent operations.

Leverage and Capital Structure: DCP's leverage has been high, but
continues to show improvements. Fitch expects DCP 2019 leverage to
be between 4.7x and 5.0x, an improvement from Fitch's prior
estimates due to better than expected NGL pricing, solid returns on
recent growth spending and solid volume growth. DCP currently has
roughly 79% of its pro forma gross margin supported by fee-based or
hedged volumes, DCP's hedges on NGLs tend to be short tenor
(typically 12-18 months out) leaving DCP exposed to hedge roll over
risk, as well as longer-term exposure to commodity prices. For
2019, 65% of DCP's gross margin is expected to be fixed-fee, with
12% of margin supported by product hedges. DCP has a fairly robust
backlog of near-term growth projects, which should help support
EBITDA and cash flow growth, but Fitch currently expects run-rate
leverage in the 4.7x-5.0x range as DCP works through these growth
opportunities.

Supportive Ownership: Fitch rates DCP on a standalone basis, with
no explicit notching from its parent companies' ratings; however,
DCP's ratings reflect that DCP's owners have been and are expected
to remain supportive of the operating and credit profile of DCP.
DCP's ultimate owners of its general partner, Enbridge, Inc. (ENB;
BBB+/Stable) and Phillips 66 (PSX; not rated) have in the past
exhibited a willingness to inject capital, forgo dividends and
generally provide capital support to DCP. In association with DCP's
simplification transaction at the beginning of 2017, DCP's owners
agreed to waive up to $100 million per year for three years in
incentive distributions from DCP, if and as needed, in order for
the partnership to maintain distribution coverage above 1.0x. Fitch
expects that the waiver will likely not be needed in 2019.

DERIVATION SUMMARY

DCP's ratings are reflective of its favorable size, scale,
geographic and business line diversity within the natural gas
gathering and processing space. The ratings recognize that DCP has
higher exposure to commodity prices than many of its midstream
peers, with only 65% of gross margin supported by fixed-fee
contracts expected in 2019. This commodity price exposure has been
partially mitigated in the near term through DCP's use of hedges
for its NGL, natural gas and crude oil price exposure, pushing the
percentage of gross margin, either fixed-fee or hedged, is
projected to be about 77% for 2019. This helps DCP's cash flow
stability, but exposes it to longer-term hedge roll-over and
commodity price risks.

DCP is larger and more geographically diversified than higher rated
peers Enlink Midstream Partners, LP (ENLK: BBB-/Stable) and Enable
Midstream Partners, LP (ENBL: BBB-/Stable). Fitch calculates
year-end 2018 leverage at DCP to be similar to ENLK's of 4.7x-5.0x,
but higher than ENBL, which Fitch expects leverage at 3.8x to 4.2x.
ENBL and ENLK also possess similar volumetric risks to DCP, but
have more of their revenue supported by fixed-fee contracts. DCP
has roughly 65% of its gross margin supported by fixed-fee
contracts, while ENBL and ENLK each have greater than 90%.

KEY ASSUMPTIONS

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

  - Base case WTI oil prices of $55 long term; Henry Hub natural
    gas price of $2.75/mcf long term;

  - Maintenance capital of roughly $100 million to $150 million
    annually. Growth spending of between $550 million and $1.0
    billion annually through 2021, funded with a balanced mix of
    debt and equity;

  - Preferred Equity and Junior Subordinate notes receive 50%
    equity credit.

RATING SENSITIVITIES

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

  - A demonstrated ability to maintain the percentage of fixed-fee
    or hedged gross margin at or above 70% while maintaining
    leverage below 4.5x and distribution coverage above 1.0x on
    a sustained basis could lead to a positive rating action.

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

  - Leverage expected above 5.5x on a sustained basis and/or
    distribution coverage consistently below 1.0x would likely
    result in at least a one-notch downgrade;

  - A significant decline in fixed-fee or hedged commodity leading
    to gross margin less than 60% without an appropriate,
    significant adjustment in capital structure, specifically
    a reduction in leverage, would likely lead to at least a
    one-notch downgrade;

  - A significant change in the ownership support structure from
    GP owners ENB and PSX to the consolidated entity
    particularly with regard to the GP position on commodity
    price exposure, distribution policies and capital structure
    at DCP, the operating partnership.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: DCP's liquidity is adequate, with roughly $351
million in borrowings outstanding under its $1.4 billion revolving
credit facility as of Dec. 31, 2018. DCP's credit facility matures
in December 2022. The credit facility has a leverage covenant that
requires DCP's consolidated leverage ratio not to exceed 5.0x for
each quarter. The leverage ratio would be stepped up to 5.5x for
three quarters following any qualified acquisition. Importantly,
for covenant calculation purposes, DCP's preferred equity and
junior subordinated notes are given 100% equity treatment (versus
Fitch's 50% equity treatment), so the issuance of preferred equity
will help improve liquidity and leverage as the proceeds are
expected to be used to pay down debt.

DCP's near-term debt maturities include $600 million in notes
maturing in 2020.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch applies 50% equity credit to DCP's junior subordinated notes
and to its existing preferred equity in Fitch's forecasts. Fitch
typically adjusts master limited partnership EBITDA to exclude
equity interest in earnings from non-consolidated affiliates but
includes cash distributions from non-consolidated affiliates.


DCP MIDSTREAM: S&P Rates $500MM Sr. Unsecured Notes Due 2029 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to DCP Midstream Operating L.P.'s $500 million
senior unsecured notes due 2029. The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default.

The partnership intends to use the net proceeds from these notes
for general partnership purposes, including to repay the
outstanding borrowings under its revolving credit facility and fund
its capital expenditure. DCP Midstream Operating L.P. is a wholly
owned subsidiary of DCP Midstream L.P. (DCP), which guarantees the
proposed notes. As of March 31, 2019, DCP had $5.36 billion of
reported debt.

Denver-based DCP Midstream L.P. is a midstream energy master
limited partnership. The partnership is one of the largest
producers and marketers of natural gas liquids and one of the
largest natural gas processing companies in the U.S.



DELTA FARM: Granted More Time to File Exit Plan
-----------------------------------------------
Judge Jason Woodard of the U.S. Bankruptcy Court for the Northern
District of Mississippi granted Delta Farm Services, LLC an
additional 45 days from April 15 to file a disclosure statement and
plan for emerging from Chapter 11 protection.

The extension will give the company more time to determine the
total amount to be recovered by creditors, which will depend on the
outcome of a litigation that is yet to be filed, according to a
previous report by the Troubled Company Reporter.

                     About Delta Farm Services

Delta Farm Services, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Miss. Case No. 18-12668) on July 11, 2018, listing
$100,001 to $500,000 in assets and $1 million to $10 million in
liabilities.  Judge Jason D. Woodard presides over the case.  The
Debtor hired the Law Offices of Craig M. Geno, PLLC as its legal
counsel.


EAST END BUS: Seeks to Extend Exclusive Filing Period to Aug. 9
---------------------------------------------------------------
East End Bus Lines, Inc. asked the U.S. Bankruptcy Court for the
Eastern District of New York to extend the period during which the
company and its affiliates have the exclusive right to file a
Chapter 11 plan through Aug. 9, and to solicit acceptances for the
plan through Oct. 9.

The extension, if granted by the court, would give the companies
opportunity to improve profitability, gauge future performance, and
assess certain liens and claims in order to determine if a plan is
feasible, according to their attorney, Marc Pergament, Esq., at
Weinberg, Gross & Pergament LLP.

Since their bankruptcy filing, the companies have made significant
progress to reorganize their affairs, which include the successful
restructuring of their financing agreements with five of their
secured lenders.  The companies have also been working to stabilize
their business, restructuring their financial operations and
investigating claims against their creditors.

                    About East End Bus Lines

East End Bus Lines Inc. and its subsidiaries --
https://www.eastendbus.com/ -- offer bus transportation services
for students.  East End Bus Lines and Montauk Student Transport are
dedicated to providing cost-effective solutions for transportation
requirements for private schools, public schools, charter trips,
and camping events. Founded in 2007, East End Bus Lines was later
joined by Montauk Student Transport under the guidance of John
Mensch.

East End Bus Lines and its subsidiaries, namely, Montauk Student
Transport LLC, and Montauk Transit Service LLC, filed voluntary
Chapter 11 petitions (Bankr. E.D.N.Y. Lead Case No. 18-76176) on
Sept. 13, 2018.   

In the petitions signed by John Mensch, president, East End Bus
Lines and Montauk Student Transport estimated up to $50,000 in
assets and $10 million to $50 million in liabilities while Montauk
Transit Service estimated up to $50,000 in assets and $1 million to
$10 million in liabilities.

The Debtors tapped Weinberg, Gross & Pergament LLP as their legal
counsel, and Giambalvo, Stalzer & Company, CPA's, PC as their
accountant.  The Debtors hired Littler Mendelson PC, as special
counsel to represent them in labor relations matters.

No official committee of unsecured creditors has been appointed.


EDEN HOME: Adds Info on Apartments, Facilities in New Plan
----------------------------------------------------------
Eden Home, Inc., filed an Amended Chapter 11 Plan of Reorganization
and accompanying Amended Disclosure Statement to disclose that Eden
is located on approximately fifteen (15) acres on Lakeview
Boulevard in New Braunfels, Texas. The original facilities were
constructed on this property in 1956. Additional facilities were
added in the 1970s and 1980s. In 2008, Eden Home added an
additional eight cottages to the property. As discussed below, Eden
added independent living apartments in 2013 and additional
facilities in 2015. As of the Petition Date and the date of this
Disclosure Statement, Eden offers the following facilities to its
long-term and short-term residents.

The Plan provides for all Assets of the Estate to be conveyed to
the Reorganized Debtor, free and clear of all claims, liens,
encumbrances and other interests, but subject to the obligations
provided in the Plan, including, without limitation, the claims and
liens under the Bond Documents in favor of the Bond Trustee.

Class 3 -  General Unsecured Claims are unimpaired with Estimated
Amount of Claims: $368,000 . The Debtor proposes that the Debtor or
Reorganized Debtor will make payment in Cash in the full amount to
each Holder of an Allowed General Unsecured Claim on or before the
Distribution Date. The Debtor reserves its rights to dispute the
validity of any General Unsecured Claim by the Claims Objection
Deadline.

Class 1 - Bond Claims are impaired with Estimated Amount of Claims:
$59,024,419.50 . On the Effective Date, the Claims on the Bonds
(and any Liens securing payment and performance of such Claims)
shall be affirmed, assumed and deemed Allowed by the Debtor and the
Reorganized Debtor, provided, however, that such Bond Claims shall
be subject to the terms and conditions of the Forbearance Agreement
and those terms are incorporated herein. The result of such
treatment hereunder is that the Bond Claims, any related Liens and
the Bond Documents shall pass through the Chapter 11 Case with the
same legal, equitable and contractual rights in existence prior to
the Petition Date.

A full-text copy of the Amended Disclosure Statement dated April
29, 2019, is available at https://tinyurl.com/yxqp7n4s from
PacerMonitor.com at no charge.

Attorneys for the Debtor is Mark E. Andrews, Esq., Andrew G.
Sherwood, Esq., Aaron M. Kaufman, Esq., and Jane A. Gerber, Esq.,
at Dykema Gossett LLP, in Dallas, Texas.

                       About Eden Home

Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill
Communities -- https://www.edenhill.org/ -- is a not-for-profit,
faith-based organization that provides independent living,
affordable housing, assisted living, skilled nursing an
rehabilitation, long-term care and memory care services. The
EdenHill Communities Transportation Department provides ADA
services in support of seniors and individuals with disabilities.

Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50608) on March 16, 2018.  In the petition signed by
Laurence P. Dahl, CEO and executive director, the Debtor estimated
assets and liabilities of $10 million to $50 million.

Judge Craig A. Gargotta is the case judge.

Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and
Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield
as real estate broker. Cushman & Wakefield has entered into a
Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San
Antonio Commercial Advisors.

On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as
the Patient Care Ombudsman in the case.

On May 30, 2018, the Official Committee of Unsecured Creditors was
appointed by the Bankruptcy Court.  The Committee retained Martin &
Drought, P.C., as counsel.


EMPYREAN TOWERS: Hires Howard M. Garfield as Special Counsel
------------------------------------------------------------
Randy Sugarman, the Chapter 11 Trustee of Empyrean Towers, LLC,
seeks authority from the U.S. Bankruptcy Court for the Northern
District of California to employ Howard M. Garfield, Esq., as
special insurance counsel to the Trustee.

The Trustee requires Howard M. Garfield to represent the Debtor in
all insurance related issues in the bankruptcy case.

Howard M. Garfield will be paid at the hourly rate of $400.

Howard M. Garfield will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Howard M. Garfield, Esq., 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.

Lesser Law can be reached at:

     Howard M. Garfield, Esq.
     Three Embarcadero Center, Suite 200
     San Francisco, CA 94111
     Tel: (415) 281-7621
     Fax: (415) 546-7605
     E-mail: hgarfield@hbblaw.com

                     About Empyrean Towers

Empyrean Towers, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 15-42341) on July 30,
2015.  In the petition signed by Alice Tse, manager, the Debtor
disclosed total assets of $6 million and total debt of $5.2
million.  The case is assigned to Judge Roger L. Efremsky.  The
Debtor is represented by Eric A. Nyberg, Esq., at Kornfield,
Nyberg, Bendes and Kuhner, P.C.



ESTEP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Estep Construction, Inc.
        P.O. Box 929
        Apopka, FL 32704

Business Description: Established 1995, Estep Construction, Inc.
                      -- https://estepconstruction.com -- is a
                      general contractor in Apopka, Florida.

Chapter 11 Petition Date: May 10, 2019

Case No.: 19-03112

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

Debtor's Counsel: William L. Porter, III, Esq.
                  THE BILL PORTER LAW FIRM
                  2014 Edgewater Drive, #119
                  Orlando, FL 32804
                  Tel: (407) 603-5769
                  Email: bill@billporterlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeffrey R. Estep, president.

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

         http://bankrupt.com/misc/flmb19-03112.pdf


FIVE STAR: Incurs $33.2 Million Net Loss in First Quarter
---------------------------------------------------------
Five Star Senior Living Inc. filed with the U.S. Securities and
Exchange Commission on May 8, 2019, its Quarterly Report on Form
10-Q reporting a net loss of $33.21 million on $355.52 million of
total revenues for the three months ended March 31, 2019, compared
to a net loss of $7.94 million on $345.51 million of total revenues
for the three months ended March 31, 2018.

Net loss for the first quarter of 2018 included a gain on sale of
senior living communities of $5.7 million, or $0.11 per diluted
share, in connection with the sale of two senior living communities
in the first quarter of 2018.

As of March 31, 2019, Five Star had $1.86 billion in total assets,
$406.61 million in total current liabilities, $1.35 billion in
total long term liabilities, and $105.38 million in total
shareholders' equity.

As of March 31, 2019, the Company had $49.7 million of unrestricted
cash and cash equivalents and no availability for further borrowing
under its credit facility.

Five Star said that "Based on our cash balance at March 31, 2019
and projected cash needs for the next 12 months, our management
believes that we will need to increase our revenues, reduce our
costs and/or pursue other transactions to be able to continue to
fund our operating and capital requirements."

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, for the first quarter of 2019 was $(22.8) million compared
to $1.7 million for the same period in 2018.  EBITDA excluding
certain items, or Adjusted EBITDA, was $2.4 million and $(3.7)
million for the first quarters of 2019 and 2018, respectively.

Operating Results for the quarter ended March 31, 2019:

  * Occupancy at owned and leased senior living communities for
    the first quarter of 2019 was 82.9% compared to 81.7% for the
    same period in 2018.

  * Average monthly rates at owned and leased senior living
    communities for the first quarter of 2019 increased 0.5% to
    $4,818 from $4,796 for the same period in 2018.

  * The percentage of revenue derived from residents' private
    resources at owned and leased senior living communities for
    the first quarter of 2019 was 77.7% compared to 77.3% for the
    same period in 2018.

Other:

  * In April 2019, Five Star and SNH entered into an agreement to
    sell to a third party two SNFs located Wisconsin that SNH
    owns and leases to Five Star.

  * Also in April 2019, Five Star began managing for SNH a senior
    living community SNH owns located in Oregon with 318 living
    units pursuant to a management agreement with SNH on terms
    substantially similar to those of existing management
    agreements between the Company and SNH.

  * In May 2019, Five Star and SNH sold to a third party three
    SNFs located in California that SNH owned and leased to Five
    Star.

Katherine Potter, Five Star's president and chief executive officer
made the following statement: "Following the end of the first
quarter, in April 2019, Five Star entered into an agreement to
restructure its business arrangements with Senior Housing
Properties Trust.  This restructuring immediately addressed Five
Star's liquidity challenges, materially improves its long term
financial outlook and further aligns Senior Housing Properties
Trust with Five Star's success.  Under this restructuring,
commencing February 1, 2019, Five Star's monthly minimum rent
payable under its master leases with Senior Housing Properties
Trust is set at $11 million.  This change resulted in Five Star
paying a total of approximately $14 million less rent in aggregate
for February and March 2019.  However, since Five Star did not
enter the agreement until April 1, its reported operating results
for the first quarter do not reflect this rent adjustment, which
resulted in its recording rent expense for the quarter in excess of
the amount it is obligated to pay and actually paid.  Giving effect
to this rent adjustment Five Star's Adjusted EBITDA was
approximately $2 million."

"Operationally, this was the third consecutive quarter Five Star
reported growth in senior living revenue while experiencing an
increase in occupancy during the same period.  With the
restructuring announcement and Five Star's concerns regarding
financial uncertainty behind it, Five Star can place an even
greater focus on its residents, clients and team members, and build
on the momentum of its recent results."

Restructuring of Business Arrangements

In light of Five Star's substantial operating and liquidity
challenges, a substantial doubt existed about Five Star's ability
to continue as a going concern.  In response to these challenges,
in April 2019, as previously disclosed, Five Star entered into a
transaction agreement, or the Transaction Agreement, with Senior
Housing Properties Trust (Nasdaq: SNH), pursuant to which Five Star
and SNH agreed to modify their existing business arrangements as
outlined below, subject to certain conditions and the receipt of
various approvals.

  * Effective Jan. 1, 2020 (or Jan. 1, 2021 if extended under the
    Transaction Agreement), or the Conversion Time, Five Star's
    existing five master leases with SNH for SNH's senior living
    communities leased to Five Star, as well as Five Star's
    existing management agreements and pooling agreements with
    SNH for SNH's senior living communities managed by Five Star
    for SNH's account, will be terminated and replaced with new
    management agreements between Five Star and SNH for all of
    these senior living communities.

  * Subject to approval by Five Star's stockholders, effective at
    the Conversion Time, Five Star will issue to SNH a number of
    Five Star common shares that, when considered together with
    SNH's then owned Five Star common shares, will result in SNH
    owning approximately 34% of the then outstanding Five Star
    common shares, and SNH will declare a pro rata distribution
    to SNH's shareholders of the right to receive, and Five Star
    will issue on a pro rata basis to those SNH shareholders, a
    number of Five Star common shares which equals approximately
    51% of the then outstanding Five Star common shares; the
    noted percentage ownership amounts are after, giving effect
    to the issuances of Five Star common shares to SNH and SNH's
    shareholders pursuant to the Transaction Agreement.

  * At the Conversion Time, as consideration for the Five Star
    share issuances noted above, SNH will provide to Five Star
    $75.0 million of additional consideration.

  * Commencing Feb. 1, 2019 and through Dec. 31, 2019, the
    aggregate amount of monthly minimum rent payable to SNH by
    Five Star under the existing master leases is $11.0 million,
    subject to adjustment and extension, and no additional rent
    is payable to SNH by Five Star for that period.

  * On April 1, 2019, SNH purchased from Five Star approximately
    $50.0 million of unencumbered fixed assets and improvements
    related to SNH's senior living communities leased to and
    operated by Five Star, which amount is subject to adjustment
    but will not exceed $60.0 million.

  * In connection with the Transaction Agreement, Five Star
    entered into a short term credit agreement with SNH pursuant
    to which SNH extended to Five Star a $25.0 million line of
    credit, which is secured by six senior living communities
    owned by Five Star.  This line of credit matures at the
    Conversion Time, and there is currently no amounts
    outstanding under this line of credit.

Because of the continuing relationships between Five Star and SNH,
the transactions contemplated by the Transaction Agreement and the
terms thereof were evaluated, negotiated and recommended to Five
Star's Board of Directors and SNH's board of trustees for approval
by a special committee of Five Star's Board of Directors and a
special committee of SNH's board of trustees, respectively,
comprised solely of Five Star's Independent Directors and SNH's
independent trustees, respectively, and were separately approved
and adopted by Five Star’s Independent Directors and SNH's
independent trustees, respectively, and by Five Star's Board of
Directors and SNH's board of trustees, respectively.

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

                      https://is.gd/hLBwLx

                      About Five Star Senior

Headquartered in Newton, Massachusetts, Five Star Senior Living
Inc. -- http://www.fivestarseniorliving.com/-- is a senior living
and healthcare services company.  As of March 31, 2019, Five Star
operated 284 senior living communities with 31,956 living units
located in 32 states, including 208 communities (22,190 living
units) that it owned or leased and 76 communities (9,766 living
units) that it managed.  These communities include independent
living, assisted living, continuing care retirement and skilled
nursing communities.  Five Star is headquartered in Newton,
Massachusetts.

Five Star incurred a net loss of $74.08 million in 2018, following
a net loss of $20.90 million in 2017.  As of Dec. 31, 2018, the
Company had $405.62 million in total assets, $229.69 million in
total current liabilities, $104.76 million in total long-term
liabilities, and $71.16 million in total shareholders' equity.

RSM US LLP, in Boston, Massachusetts, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
March 6, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
suffered recurring losses from operations and has an accumulated
deficit of $292.6 million.  This raises substantial doubt about the
Company's ability to continue as a going concern.


FORT TRYON TOWER: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fort Tryon Tower SPE LLC
        295 Madison Avenue, 20th Fl
        New York, NY 10017-6358

Business Description: Fort Tryon Tower SPE LLC owns a real
                      property located in the Hudson Heights
                      section of Manhattan at 1 Bennett Park,
                      New York, NY.  The Property is the site
                      of an intended, but still incomplete
                      23-story, 114 unit residential development
                      project.

Chapter 11 Petition Date: May 9, 2019

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

Case No.: 19-11505

Judge: Hon. James L. Garrity Jr.

Debtor's Counsel: J. Ted Donovan, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-221-5700
                  Fax: 212-422-6836
                  E-mail: TDonovan@GWFGlaw.com

                    - and -

                  Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway 22nd Floor
                  New York, NY 10036
                  Tel: (212) 221-5700
                  E-mail: knash@gwfglaw.com

Total Assets: $0

Total Liabilities: $44,733,654

The petition was signed by William Henrich, chief restructuring
officer.

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

           http://bankrupt.com/misc/nysb19-11505.pdf

List of Debtor's Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Fort Tryon Jewish Center                                    $0
809 W 181st St #155
New York, NY
10033-4516

2. Fort Tryon Overlook LLC          Mortgage Loan     $44,733,654
c/o Amalgamated Bank
275 7th Ave
New York, NY
1001-6708

3. Internal Revenue Service                                    $0
Centralized Insolvency Operations
PO Box 7346
Philadelphia, PA
19101-7346

4. NYC Department of Finance                                    $0
PO Box 3644
New York, NY
10008-3644

5. NYC Environmental                                            $0
Control Board
66 John St Fl 10
New York, NY
10038-3772

6. NYS Dept't of Taxation                                       $0
Bankruptcy/Special Procedure
PO Box 5300
Albany, NY
12205-0300



FRANK THEATRES: Seeks to Extend Exclusive Filing Period to July 17
------------------------------------------------------------------
Frank Theatres Bayonne/South Cove LLC asked the U.S. Bankruptcy
Court for the District of New Jersey to extend the period during
which the company and its affiliates have the exclusive right to
file a Chapter 11 plan through July 17, and to solicit acceptances
for the plan through Sept. 16.

The extension, if granted by the court, would give the companies
more time to finalize a plan of reorganization, which they hope
will be a consensual and a confirmable plan, according to their
attorney, Kenneth Rosen, Esq., at Lowenstein Sandler LLP.

The court had earlier reached a global resolution with their
lenders and the official committee of unsecured creditors,
resulting in the execution of an amended version of the
restructuring support agreement.  The RSA was approved by the
bankruptcy court on April 8.

                       About Frank Theatres

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

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

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

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

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


FREEDOM MORTGAGE: Fitch Affirms BB- IDR & Secured Term Loan Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Freedom Mortgage Corporation at 'BB-'. Fitch has also affirmed
Freedom's senior secured term loan at 'BB-' and senior unsecured
debt at 'B+'. The Rating Outlook is Stable.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

The rating affirmations reflect Freedom's solid franchise and
historical track record in the U.S. nonbank residential mortgage
space; experienced senior management team with extensive industry
background; a sufficiently robust and integrated technology
platform; good asset quality performance in its prime servicing
portfolio; sufficient liquidity and adequate reserves to absorb a
reasonable level of repurchase or indemnification demands; and
appropriate earnings coverage of interest expense.

Fitch believes the highly cyclical nature of the mortgage
origination business and the capital intensity and valuation
volatility of mortgage servicing rights of the mortgage servicing
business represent primary rating constraints for nonbank mortgage
companies, including Freedom. Furthermore, the mortgage business is
subject to intense legislative and regulatory scrutiny, which
further increases business risk, and the imperfect nature of
interest rate hedging can introduce liquidity risks related to
margin calls and/or earnings volatility. These industry constraints
typically limit ratings assigned to nonbank mortgage companies to
below investment grade levels.

Rating constraints specific to Freedom include elevated key man
risk related to its founder and Chief Executive Officer, Stanley
Middleman, who sets the tone, vision and strategy for the company.
The company's continued reliance on secured, wholesale funding
facilities also represents a rating constraint but is consistent
with other nonbank mortgage companies.

Fitch believes Freedom's multi-channel origination approach is well
positioned relative to peers, as it can provide more sustainable
earnings through various interest rate and economic cycles.
Freedom's retained-servicing business model serves also as a
natural hedge, although not a full offset, to the cyclicality of
the mortgage origination business. Furthermore, Fitch believes
Freedom's acquisitions have been accretive to date, enhancing the
firm's scale and earnings stability.

Freedom is not subject to material asset quality risks associated
with holding a mortgage loan portfolio because the loans are
generally sold to investors within 90 days of origination. However,
as an originator and servicer, Freedom has exposure to potential
losses within the servicing portfolio due to repurchase or
indemnification claims from investors under certain warranty
provisions. Freedom expects to continue to build reserves for new
loan production to account for this risk, which Fitch believes is
prudent.

Asset quality performance of Freedom's servicing portfolio is
considered to be good, as delinquencies have been stable in recent
years. Fitch expects asset quality performance to remain relatively
consistent over the near to medium term as the quality of the
underlying customer and loan profiles has not changed over the last
several years.

The company's pre-tax returns on assets and margins have declined
modestly in recent years, given the issuance of more expensive
unsecured debt. Still, between 2015 and 2018, Freedom generated an
average pre-tax ROA of 5.2%, which compares favorably to peers.
Higher interest rates drove modestly lower levels of refinancing
activity in 2018 (around 28% of origination volume), which is
expected to continue despite a likely pause on further rate hikes
by the Federal Reserve. As a result, Fitch expects Freedom's
profitability metrics will moderate to more normalized levels of
around 3% pre-tax ROAA over the medium term. This impact could be
partially offset by improved MSR valuations of the servicing
portfolio.

Fitch evaluates Freedom's leverage metrics primarily on the basis
of gross debt to tangible equity, which amounted to 3.2x as of Dec.
31, 2018. Over time, Fitch expects leverage will increase to the
historical range of 4.0x-5.0x, which is deemed adequate for the
rating category. Corporate tangible leverage, which excludes the
balances under warehouse facilities from gross debt, was much lower
at 1.2x as of Dec. 31, 2018, and below the financial covenant of
1.5x set forth under Freedom's existing senior secured term loan
and senior unsecured notes.

Consistent with other mortgage companies, Freedom is reliant on the
wholesale debt markets to fund operations. Secured debt, which was
79% of total debt at YE18, is comprised of warehouse facilities and
bank lines of credit used to fund the origination and servicing
business. Unsecured debt increased in March 2019 following the
issuance of $250 million of five-year, 10.75% senior unsecured
notes due 2024. Pro forma for the issuance, unsecured debt
represented 26% of Freedom's total debt, which is consistent with
Fitch's 'bb' category benchmark range for balance sheet-intensive
finance and leasing companies. Fitch views the increase in
unsecured debt favorably, as it enhances the firm's funding
flexibility in times of stress.

Freedom may be subject to potential margin calls under its
warehouse facilities on occasion, which may require the company to
provide the lender with additional collateral or repay a portion of
outstanding borrowings. These warehouse lines are short-term in
nature, collateral is marked to market daily and settles every 30
days. To mitigate potential liquidity constraints resulting from
margin call activity, management expects to maintain sufficient
minimum cash balances to cover potential outflows due to volatility
in economic events or interest rate movements. Fitch believes
Freedom has sufficient liquidity given balance sheet cash,
availability under its various borrowing facilities, and
appropriate interest coverage ratios.

The Stable Outlook reflects Fitch's expectation that Freedom will
continue to generate consistent operating cash flow and maintain
sufficient liquidity and reserves for potential margin calls and
indemnification activity, appropriate capitalization and leverage,
and adequate cash earnings coverage of interest expenses.

The senior secured term loan is equalized with Freedom's Long-Term
IDR, reflecting the largely secured funding profile and average
recovery prospects in a stressed scenario based on available
collateral coverage.

The senior unsecured debt rating is one-notch below Freedom's
Long-Term IDR, given the subordination to secured debt in the
capital structure and, therefore, weaker relative recovery
prospects in a stressed scenario.

RATING SENSITIVITIES

IDR AND SENIOR DEBT

Fitch does not envision further positive rating momentum in the
near term. However, an upgrade over time could be driven by a
sustained reduction in leverage below 3.0x on a gross debt to
tangible equity basis and an increase in unsecured debt to total
debt approaching 35%. Positive rating actions could also be driven
by demonstrated effectiveness of corporate governance policies and
the maintenance of consistent operating performance and adequate
liquidity.

Negative rating momentum could be driven by the departure of
Middleman, who sets the tone vision, and direction of the company.
Rapid growth that is not accompanied by commensurate growth in
tangible common equity, as well as appropriate staffing and
resource levels to support planned growth, a decrease in liquidity
resulting from significant margin calls from its lenders or
derivative counterparties, meaningful deterioration in asset
quality, particularly if it results in increased repurchase
activity or advancing, and/or a sustained increase in leverage
above 5.0x are also deemed negative rating drivers. Should
regulatory scrutiny of the company and/or industry increase
meaningfully, or if Freedom were to incur substantial fines that
negatively impact its franchise or operating performance, those
factors could also drive negative rating momentum.

The senior secured term loan and senior unsecured debt are
primarily sensitive to any changes to Freedom's Long-Term IDR and
would be expected to move in tandem. The rating of the senior
secured term loan is also sensitive to changes in collateral values
and advance rates under the secured borrowing facilities, which
ultimately impact the level of collateral coverage.

Founded in 1990 and based in Mount Laurel, NJ, Freedom is a
leading, private, full-service, nonbank mortgage company engaged in
originating, servicing, selling and securitizing residential
mortgage loans. In 2018, the company was the twelfth largest
residential mortgage lender in the United States by closed loan
volume, according to Inside Mortgage Finance. As of Dec. 31, 2018,
Freedom had total assets of approximately $7.2 billion.

Fitch has affirmed the following ratings:

Freedom Mortgage Corporation

  -- Long-Term IDR at 'BB-';

  -- Senior secured term loan at 'BB-';

  -- Senior unsecured debt at 'B+'.

The Rating Outlook is Stable.


GALINDO CUSTOM: Seeks to Hire Advanced Evaluation as Appraiser
--------------------------------------------------------------
Galindo Custom House Brokers seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to hire real
estate appraiser Kent Carter and his firm Advanced Evaluation
Service.

The Debtor owns a real property located at 1661 and 1653 Frontera
Road, Del Rio, Texas, which it intends to operate and potentially
subdivide or sell for the benefit of its secured and unsecured
creditors.

Prior to the filing, the Debtor's principal paid a $8,000 flat fee
to Mr. Carter to conduct an appraisal review and related testimony.
The Debtor wants to further retain the appraiser in an effort to
value the property for information to be used in its bankruptcy
case.

Mr. Carter charges $1,000 for each day of testimony he is required
to give at the court.

Mr. Carter, owner of Advanced Evaluation Service, 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 estate.

Advanced Evaluation can be reached at:

     Kent Carter
     Advanced Evaluation Service
     1630 Fawn Blf
     San Antonio, TX 78248
     Tel: (210) 658-4300

                 About Galindo Custom House Brokers

Galindo Custom House Brokers is a privately held company in Del
Rio, Texas, that is engaged in the business of freight
transportation arrangement.

Galindo Custom House Brokers filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 19-50776) on April 1, 2019. In the petition
signed by Sergio Galindo, president, the Debtor estimated $1
million to $10 million in both assets and liabilities.

Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, represents
the Debtor as counsel. Judge Ronald B. King presides over the case.


GIGAMON INC: Moody's Alters Outlook on B3 CFR to Stable
-------------------------------------------------------
Moody's Investors Service affirmed Gigamon Inc.'s ratings including
the B3 Corporate Family Rating and revised its outlook to stable
from positive. Moody's also affirmed its B2 rating to the first
lien debt and Caa2 rating to its second lien debt. The outlook
revision is driven by the delay in meeting leverage and cash flow
targets incorporated in the positive outlook. The delays are driven
by the expected ramp up of expenses in 2019.

Rating Rationale

The B3 Corporate Family rating is driven by the very high leverage
and weak cash flow. The rating also reflects the very strong market
position Gigamon has built in the network packet broker market with
a strong suite of network visibility products for large
enterprises. The NPB market is a growing market but evolving
rapidly to address changing network architectures and growth in
cloud based applications, tools and infrastructure. Leverage as of
December 2018 is estimated at over 7x pro forma for certain
one-time costs and run-rate for cost reductions associated with the
buyout and over 10x including those costs. The ratings also
consider the company's reliance on a relatively narrow product line
and short history at its current scale. While the company generates
approximately 40% of its revenue from predictable maintenance
revenues, most rated software peers generate 50% or greater of
their revenue from maintenance, subscription or other recurring
revenue.

The stable outlook incorporates the expectation that leverage will
increase above 9x in the next 12 months due to a ramp up of
spending before returning toward current levels in 2020. The
outlook assumes the increased spending on sales and marketing and
R&D will drive revenue growth above 2018's low single digit growth
levels. The ratings could be upgraded if the company returns to
mid-single digit or greater growth and drives free cash flow to
debt to greater than 5% and leverage under 7x (or cash EBITDA based
leverage under 6x). The ratings could be downgraded if free cash
flow is negative and leverage exceeds 8.5x on other than a
temporary basis.

Liquidity is adequate based on approximately $54 million of cash as
of December 2018, the expectation for approximately breakeven free
cash flow over the next 12 months and an undrawn $50 million
revolver.

The B2 ratings for Gigamon's first lien senior secured term loan
and revolver, one notch above the B3 Corporate Family Rating,
reflect their senior most position in the capital structure and
size relative to the second lien debt. The Caa2 rating on the
second lien secured term loan, two notches below the B3 Corporate
Family Rating, reflects the significant amount of first lien debt
ahead of it in the capital structure.

Affirmations:

Issuer: Gigamon Inc.

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

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

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

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

Outlook Actions:

Issuer: Gigamon Inc.

  Outlook, Changed To Stable From Positive

The principal methodology used in these ratings was Software
Industry published in August 2018.

Gigamon Inc. is a leading provider of network visibility software
and appliances. The company, headquartered in Santa Clara, CA, had
pro forma revenues of $321 million for the twelve months ended
December 31, 2018. Gigamon was acquired by affiliates of Evergreen
Coast Capital, a unit of Elliott Management in December 2017.


GLOBAL BRASS: S&P Places 'BB' ICR on Watch Pos. on Wieland Merger
-----------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer credit and issue-level
ratings on U.S.–based processor and distributor of specialized
non-ferrous products Global Brass And Copper Inc. (Global Brass) on
CreditWatch with positive implications.

The CreditWatch positive placement follows Global Brass'
announcement that it has entered into a definitive merger agreement
with Wieland Holdings Inc. Wieland will acquire all of the
outstanding shares of Global Brass in an all-cash transaction for
$44 per share. Wieland is expected to pay off Global Brass' term
loan due 2025 ($312 million outstanding as of March 31, 2019) when
the transaction closes. S&P expects the transaction to close in the
second half of 2019.

The CreditWatch positive placement reflects the larger scale scope,
and diversity of the combined entity as well as S&P's expectation
that Wieland will repay all of Global Brass' outstanding debt when
the transaction closes. At that time, S&P expects to discontinue
all ratings on Global Brass.


GLOBAL EAGLE: Delays Filing of First Quarter Form 10-Q
------------------------------------------------------
Global Eagle Entertainment Inc. was unable to file, without
unreasonable effort or expense, its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2019 within the prescribed time
period.  This is because the Company has adopted a new lease
accounting standard effective starting in the first quarter of 2019
(Accounting Standards Update 2016-02, Leases (Topic 842)), and the
Company requires additional time in order to meet its
financial-reporting obligations under the new ASU 842 standard.
The Company plans to file the Q1 2019 Form 10-Q on or before  May
15, 2019, which is within the "Rule 12b-25 extension period"
permitted by the U.S. Securities and Exchange Commission.

                         About Global Eagle

Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land.  Global Eagle offers a fully integrated suite of rich media
content and seamless connectivity solutions to airlines, cruise
lines, commercial ships, high-end yachts, ferries and land
locations worldwide.  The Company has approximately 1,200 employees
and 50 offices on six continents.

Global Eagle incurred a net loss of $236.6 million for the year
ended Dec. 31, 2018, compared to a net loss of $357.1 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$717.08 million in total assets, $943.42 million in total
liabilities, and a total stockholders' deficit of $226.3 million.

                           *     *     *

As reported by the TCR on April 16, 2019, S&P Global Ratings
lowered all ratings on Global Eagle Entertainment Inc., including
the ICR to 'CCC', to reflect its view that the company is currently
vulnerable to nonpayment over the next 12 months and is dependent
on favorable business, financial, and economic conditions to meet
its financial commitments.


GOGO INC: Incurs $16.8 Million Net Loss in First Quarter
--------------------------------------------------------
Gogo Inc. filed with the U.S. Securities and Exchange Commission on
May 9, 2019, its Quarterly Report on Form 10-Q disclosing a net
loss of $16.79 million on $199.54 million of total revenue,
compared to a net loss of $27.41 million on $231.8 million of total
revenue for the three months ended March 31, 2018.

As of March 31, 2019, Gogo had $1.29 billion in total assets, $1.58
billion in total liabilities, and a total stockholders' deficit of
$283.97 million.

Adjusted EBITDA increased to $38 million, an increase of nearly
220% over Q1 2018.

Cash, cash equivalents and short-term investments were $189 million
as of March 31, 2019 as compared with $223 million at Dec. 31,
2018, which reflects $46 million in interest payments made by the
Company during the first quarter.

"Our focus on operational execution, improving business
fundamentals and cost control within our CA business led to a
strong start in 2019," said Oakleigh Thorne, Gogo's president and
CEO.  "Based on our excellent first quarter financial performance,
we are raising our 2019 Adjusted EBITDA guidance to a range of $90
million to $105 million, representing over 35% year-over-year
growth at the mid-point of Adjusted EBITDA."

"We expect that Gogo will improve its Free Cash Flow by at least
$100 million in 2019," said Barry Rowan, Gogo's executive vice
president and CFO.  "Following the successful refinancing of our
entire balance sheet and based on our current plans and projected
cash flow trajectory, we do not anticipate requiring additional
capital except as needed to refinance our debt maturing in 2022 and
2024."

Recent Developments

  * 2Ku aircraft online reached more than 1,100 as of March 31,
    2019, an increase of 100 aircraft in Q1 2019.  Gogo had a 2Ku
    backlog of approximately 900 aircraft as of March 31, 2019.

  * As of May 1, 2019, Gogo had experienced no incidents of de-
    icing related 2Ku system degradation on aircraft fitted with
    Gogo's recent de-icing modifications.  Gogo estimates that
    aircraft with Gogo de-icing modifications have now flown over
    22,000 de-iced flights, based on Federal Aviation
    Administration (FAA) data listing airports under de-icing
    conditions.

  * Gogo's 2Ku availability in the first quarter of 2019 was 97%
    up from 88% in the prior year period.

  * Alaska Airlines launched Gogo 2Ku connectivity and Gogo
    Vision wireless IFE on an A321neo aircraft featuring the
    airline's redesigned cabin interior.

Business Outlook

The Company updates its 2019 financial guidance as follows:

  * Total consolidated revenue of $800 million to $850 million
    (no change from prior guidance)

  * Adjusted EBITDA of $90 million to $105 million (increased
    from prior guidance of $75 million to $95 million).

  * Free Cash Flow improvement of at least $100 million versus
    2018 (changed from prior guidance of an improvement of
    approximately $100 million).

  * Increase of 400 to 475 in 2Ku aircraft online (no change from
    prior guidance).

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

                      https://is.gd/kUtrdQ

                           About Gogo

Gogo Inc. -- http://www.gogoair.com/-- is a global provider of
broadband connectivity products and services for aviation.  The
Company designs and sources innovative network solutions that
connect aircraft to the Internet and develop software and platforms
that enable customizable solutions for and by its aviation
partners.  Gogo's products and services can be found on thousands
of aircraft operated by global commercial airlines and thousands of
private aircraft, including those of the largest fractional
ownership operators.  Gogo is headquartered in Chicago, IL, with
additional facilities in Broomfield, CO, and locations across the
globe.

Gogo reported a net loss of $162.03 million for the year ended Dec.
31, 2018, compared to a net loss of $172.0 million for the year
ended Dec. 31, 2017.  As of Dec. 31, 2018, Gogo Inc. had $1.26
billion in total assets, $1.53 billion in total liabilities, and a
total stockholders' deficit of $268.8 million.

                           *    *    *

As reported by the TCR on April 18, 2019, Moody's Investors Service
changed the outlook on Gogo Inc. to stable from negative.
Concurrently, Moody's affirmed Gogo's corporate family rating at
Caa1.  Moody's said that despite the improvement in liquidity,
Gogo's Caa1 CFR remains warranted given the company's high leverage
which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA)
by end 2019 along with the continued need for Gogo to invest
heavily in technology and equipment installs to pursue its growth
ambitions outside of North America.  Gogo's Caa1 also reflects the
company's small scale relative to other players in the wider
telecommunications industry as well as the highly competitive
environment it operates in.

S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo
Inc, according to a TCR report dated April 19, 2019.  S&P said the
company's proposed refinancing of its capital structure will boost
its short-term liquidity by extending the maturity profile of its
obligations but the rating agency expects the company to burn cash
over the next year.  The rating agency said it affirmed its 'CCC+'
issuer credit rating because it does not envision a default within
the next year.


GRAN TIERRA: Fitch Rates New $300MM Unsec. Notes 'B(EXP)/RR4'
-------------------------------------------------------------
Fitch Ratings has assigned a 'B(EXP)'/'RR4' rating to Gran Tierra
Energy Inc.'s proposed USD300 million seven or eight year senior
unsecured notes. GTE expects to use the proceeds from the offering
to repay the outstanding amounts borrowed under the revolving
credit facility, capex, and for general corporate purposes, which
may include additional capital to appraise and develop exploration
discoveries, repayment of other indebtedness, working capital
and/or acquisitions of assets. Fitch currently rates Gran Tierra
Inc.'s wholly owned subsidiary, Gran Tierra Energy International
Holdings Ltd.'s Long-Term Foreign and Local Currency Issuer Default
Rating 'B' and its senior unsecured notes 'B'/'RR4'. The Rating
Outlook is Positive.

GTE's ratings incorporate a conservative capital structure and
low-cost operating profile, constrained by smaller scale and
limited geographic diversification. The Positive Outlook reflects
consistent annual growth of between four and five thousand barrels
of oil equivalent per day (boepd) over the last several years to an
average of 36,209 boe in fiscal 2018, and expanding geographic
diversification. Fitch's base case forecasts daily average gross
production to be 45,000 boe between 2019 and 2022.

KEY RATING DRIVERS

Expected Production Growth: Under Fitch's base case forecast, GTE
is expected to increase daily average production to above 45,000
boe by 2020 representing nearly 100% growth since 2015. In 2018,
the company's average production was 36,209 boepd with
approximately 95% of it concentrated in Putumayo and the Middle
Magdalena Basin. GTE's recent acquisition of working interests in
three blocks throughout Colombia for USD104.2 million should
immediately add approximately 2,200 boepd of production and 6.1
million boe of proved and probable reserves.

Strong Capital Structure: GTE finished 2018 with a strong debt
profile, reporting gross leverage of 1.0x and FFO to interest
coverage of 17.1x. Through the rating horizon, after the completion
of the proposed USD300 million senior unsecured notes, GTE should
maintain leverage average of 1.5x from 2019 through 2022 and FFO
interest coverage of 9.4x, which assumes the USD115 million
convertible notes is not tendered or repurchased, and the company
continues to fund investments with internal cash flow. Fitch
estimates that GTE will have an average cash flow from operations
of nearly USD370 million from 2019 through 2022, and average annual
capex over that time period of nearly USD200 million. In the event
GTE adopts a more aggressive development strategy, Fitch believes
it could result in additional debt, but the company continues to
have significant headroom at its current levels relative to its
rating category. GTE's 2018 issuance of USD300 million
significantly extended it maturity profile, further strengthening
GTE's ability to reinvest capital into increasing production and
reserve life.

Low Hydrocarbon Reserves: Fitch believes GTE's relatively low
reserve life of 5.0 years 1P reserves and 11.0 years proved and
probable (2P) reserves limits flexibility to reduce capex
investments. As of YE 2018, GTE's pro forma from the Vetra/VM-2
acquisitions reported Colombian 1P reserves of 70 million boe with
nearly 100% of production in oil. GTE has a strong concession life
with the earliest material concession expiring in 2033. This
concession currently accounts for approximately 22% of production.
Other concessions have longer expiration dates.

Investment Requirements Pressure Liquidity: Fitch's base case
expects neutral to positive FCF through the medium term providing
GTE the flexibility to increase capex and or make acquisitions in
order to improve its reserve life, which Fitch deems an inhibiting
factor of its rating, when compared to other 'B' category rated
peers. In 2018, GTE had negative FCF of USD116 million with USD400
million of capex (+40% yoy). Fitch anticipates capex of around
USD350 million in 2019, not including the aforementioned
acquisitions in Llanos, Suroriente and Putumayo, estimated to be
USD90 million. Between 2020 and 2022, Fitch forecast approximately
USD420 million of capex with resulting average cash balance of
roughly USD500 million between 2021-2022.

DERIVATION SUMMARY

GTE's credit profile compares well with other small, independent,
oil and gas companies in the region. Ratings for Frontera Energy
Corporation (B+/Negative), GeoPark Limited (B+/Stable) and Compania
General de Combustibles S.A. (CGC; B/Negative) are constrained to
the 'B' category, given the inherent operational risk associated
with small scale and low diversification production profiles.

GTE's capital structure and liquidity are comparable with its
independent oil and gas peers. As of YE 2018, leverage stood at
1.0x, with cash of USD84 million. Regional peers have comparable
leverage with GeoPark reporting 1.4x as of fiscal 2018 and Frontera
reporting 0.8x. GeoPark's cash balance was USD128 million, and
Frontera's was USD485 million. These capital structures are
considered strong for their rating category.

GTE's gross production profile is in line with some of its higher
rated peers with approximately 36,000 boepd but continues to be
constrained by its relatively low 1P reserve life of 5.0 years as
of YE 2018. GeoPark's annual production was around 36,000 boepd on
8.6 years of 1P reserve life. CGC's average production in 2018 was
above 30,000 boepd with reserve life of 6.2 years. Although GTE
remains smaller than Frontera, the companies' net production
profiles have seen distinct trajectories as GTE has grown from
23,400 boepd in 2015 to approximately 36,200 boepd in 2018, and is
expected to reach production of around 41,000 boepd in 2019. During
the same period, Frontera's production has fallen from 102,000
boepd to 58,000 boepd, with a current target of 60,000 boepd-65,000
boepd. At present levels, Frontera's reserve life is comparable to
GTE with 1P reserves of 5.0 years, but recovery in production would
likely push reserve life below five years.

KEY ASSUMPTIONS

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

  -- Fitch's price deck for Brent of 65 per barrel (bbl) for 2019,
     USD62.50/bbl for 2020, USD60/bbl for 2021, and USD57.50bbl
     for the long term;

  -- Average gross production of 46,000 boe from 2019 to 2022;

  -- Total capex of USD 770 million 2019 through 2022 with an
     average annual investments/capex of USD190 million over
     the rating horizon;

  -- USD 115 million convertible notes remain outstanding
     during the rated horizon;

  -- No acquisition during 2019-2022;

  -- No dividends paid during 2019-2022.

Key Recovery Rating assumptions:

  -- Recovery analysis assumes GTE would be liquidated in
     bankruptcy. Fitch assumed a 10% administrative claim;

  -- Liquidation approach:

  -- The liquidation estimate reflects Fitch's view of
     the value of inventory and other assets that can be
     realized in a reorganization and distributed to
     creditors;

  -- The 50% advance rate is typical of inventory liquidations
     for the oil and gas industry;

  -- The USD10/bbl estimate reflects the typical valuation of
     recent reorganizations in the oil and gas industry. The
     waterfall results in a 100% recovery corresponding to
     an 'RR1' for the senior unsecured notes of USD300
     million. The RR is limited, however, to 'RR4' due to
     the soft cap for Colombia.

RATING SENSITIVITIES

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

-- Net production between 30,000 boepd-35,000 boepd on a
    sustained basis, combined with an increase in reserve size
    at or above 6.5 years and continued expansion of its
    geographic footprint;

-- Sustained conservative capital structure and investment
    discipline, including improvement in debt-to-1P reserves
    of $5/bbl or lower.

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

-- Gross production declines to below 30,000 boepd;

-- A deterioration of capital structure and liquidity as a
    result of either a steeper than anticipated decline in
    production or a marked increase in debt;

-- A significant reduction in the reserve replacement
    ratio could affect GTE's credit quality, given the
    current proved reserve life of approximately five years.

LIQUIDITY

Adequate Liquidity: Although it is constrained by the GTE's
significant investment requirements, Fitch believes the company has
adequate liquidity through the medium term. Fitch anticipates
approximately USD200 million of cash on hand annually between 2019
through 2020, with largely neutral to negative FCF through the
investment cycle. This compares with USD47 million of annual
interest expense, and limited maturities through the medium term.

FULL LIST OF RATING ACTIONS

Gran Tierra Energy International Holdings Ltd.

Fitch currently rates the following:

  -- Long-Term Foreign Currency Issuer Default Rating (IDR) 'B';

  -- Long-Term Local Currency IDR 'B';

  -- Senior unsecured debt issued by Gran Tierra Energy
     International Holding Ltd. 'B'/'RR4'.

Fitch has assigned the following rating:

  -- Proposed USD300 million senior unsecured notes issued
     by Gran Tierra Energy Inc. rated at 'B(EXP)'/'RR4'.

The Rating Outlook remains Positive.


GRIFFIN CORP: Fitch Rates Planned $500MM Senior Unsec. Notes 'B+'
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+'/'RR4' to Griffin
Corporation's planned $500 million of senior unsecured notes due
2027. The proceeds from the issuance will be used to repay a like
amount of the company's senior unsecured notes due 2022. Fitch
currently rates Griffon's Long-Term Issuer Default Rating 'B+', its
senior secured credit facility 'BB+'/'RR1' and its senior unsecured
notes 'B+'/'RR4'. The Rating Outlook is Stable.

KEY RATING DRIVERS

Business Portfolio Shift: Griffon completed several sizable
transactions in fiscal 2018 (ended Sept. 30), including the sale of
its plastics business and the acquisitions of ClosetMaid and
CornellCookson. These transactions cemented a shift in Griffon's
business portfolio toward home and building products, which now
represent 85% of sales. Griffon's other segment, which makes
advanced radar and communication systems, represents 15% of sales.
The company benefits from the diversity associated with selling
into the residential, commercial and defense markets, though its
results are now more closely tied to the housing market.

Aggressive Financial Posture: The company's acquisition spending in
fiscal 2018 of $431 million was more than covered by the $475
million of proceeds from sale of the Clopay plastics business to
Berry Global Group. However, the company accelerated its share
repurchases to $46 million during the year from $16 million in
fiscal 2017 and paid a special dividend of around $40 million. As a
result, debt levels increased during the year, and gross
debt/EBITDA remains elevated in the low-6x range pro forma for a
full year of CornellCookson EBITDA, above Fitch's original
expectations.

Expected Deleveraging: Management is now focused on reducing
leverage, and Fitch expects gross debt/EBITDA will improve to
around 6x at the end of fiscal 2019 and 5x at the end of fiscal
2020. Acquisition activity is expected to be limited over the near
term as the company integrates its recent acquisitions, with cash
flow focused primarily on debt reduction and share repurchases are
deemphasized. The company will continue to look at bolt-on
acquisition opportunities but will likely refrain from larger
acquisitions while integrating ClosetMaid and CornellCookson.

Below Average Margins: Griffon generates below-average margins
relative to other diversified industrials and building products
companies, reflecting competitive conditions within its markets and
its significant exposure to the big box retail channel. Margins
have been affected recently by acquisition and higher input costs
related to tariffs on steel and certain imports from China. Fitch
believes there is modest upside to the company's margins over the
next few years from savings related to the integration of recent
acquisitions.

Weak FCF: Griffon generated weak FCF after dividends in recent
years due to its margin profile and higher capital intensity in its
plastics business. FCF was negative in fiscal 2018 due to losses
from the discontinued plastics business, the $40 million special
dividend and growth in working capital. FCF is expected to turn
positive in fiscal 2019 and approach $40 million to $50 million in
2020, supported by gradually improving margins, manageable capex as
a percentage of revenues of 2.0%-2.5% annually, and measured
increases in the dividend.

Moderate Growth Potential: Griffon's home and building products
businesses are tied to the repair and replacement market, with less
exposure to new construction. Growth in this segment has been
offset by recent weakness in the defense electronics business.
Fitch believes the consolidated business can generate low
single-digit organic growth over time, supplemented by
acquisitions.

Strengths and Concerns: Rating strengths include end-market
diversity, strong positions in niche building products and defense
markets, and moderate long-term growth potential. Rating concerns
include limited pricing power, customer concentrations, weak FCF,
elevated leverage and integration risk related to the ClosetMaid
and CornellCookson acquisitions.

DERIVATION SUMMARY

With $2.1 billion in revenue, Griffon is smaller than other
diversified building products companies such as Fortune Brands,
Masco and USG. However, Griffon has a solid market presence in its
end markets of tools, garage doors and defense electronics. The
company's EBITDA margin of 8.6% in fiscal 2018 is well below its
larger industry peers, reflecting competitive market conditions and
its significant customer concentrations with big box retailers. The
company also has higher financial leverage than these peers. No
country-ceiling, parent/subsidiary or operating environment aspects
affect the rating.

KEY ASSUMPTIONS

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

  -- Sales are forecast to grow 11% in fiscal 2019 from
     acquisitions, mid-single-digit organic growth, and flat
     results from defense electronics. Sales are expected to
     grow at around 4% beyond fiscal 2019, driven by low single
     digit organic growth and bolt-on acquisitions;

  -- EBITDA margins are modestly lower in fiscal 2019 due to
     cost headwinds, and begin to recover in fiscal 2020,
     approaching 10% longer-term;

  -- Capex as a percentage of revenues are assumed to range
     from 2.0%-2.5% annually;

  -- FCF turns positive in fiscal 2019 and approaches $40
     million to $50 million in 2020;

  -- Debt levels are reduced in fiscal 2019 and 2020, using
     existing cash and FCF. Debt/EBITDA improves from the low-6x
     range pro forma for a full year of CornellCookson EBITDA
     at the end of fiscal 2018 to around 6x in fiscal 2019 and
     5x in fiscal 2020.

Recovery Assumptions

The recovery analysis assumes that Griffon would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate of $146
million reflects Fitch's view of a sustainable, post-reorganization
EBITDA level, upon which the agency bases the valuation of the
company. The going-concern EBITDA reflects a potential weakening of
the housing market as well as the potential for the loss of a
significant customer, given that Griffon has large customer
concentrations.

An EV multiple of 6x is used to calculate a post-reorganization
valuation and reflects a mid-cycle multiple. Transactions involving
building products companies include a 10.3x multiple on the 2015
buyout of Lafarge and an 8.0x multiple on the 2015 buyout of
Woodcraft Industries. In addition, Griffon is estimated to have
paid around 7.4x EBITDA for ClosetMaid and 10x EBITDA for
CornellCookson.

The secured revolving credit facility is assumed to be fully drawn
upon default. The credit facility and other secured loans are
senior to the senior unsecured notes in the waterfall. The analysis
results in 'RR1' for the secured revolver (fully drawn at $350
million), representing outstanding recovery prospects (91%-100%).
The waterfall also indicates a 'RR4' for the senior unsecured
notes, corresponding to average recovery prospects (31%-50%).

RATING SENSITIVITIES

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

  -- Maintenance of a more conservative financial posture  
     leading to a reduction in debt/EBITDA to below the mid-4x
     range and FFO-adjusted leverage to below the mid-5x range on
     a sustained basis;

  -- An improvement in FCF margins to above 4%.

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

  -- A continued aggressive financial posture, with share
    repurchases in excess of FCF;

  -- Debt/EBITDA is sustained above the mid-5x range and
     FFO-adjusted leverage above the mid-6x range on a sustained
     basis;

  -- A FCF margin consistently below 2%.

LIQUIDITY AND DEBT STRUCTURE

Liquidity: As of March 31, 2019, GFF had total liquidity of $234
million, consisting of $58 million of cash and $176 million in
available funds under its revolver, net of outstanding borrowings
and letters of credit. GFF's maturity schedule is manageable, with
the nearest maturity occurring in 2021 when the revolver matures,
and 2022 when the company's $1 billion in senior unsecured notes
mature.

Capital Structure: As of March 31, 2019, the company's total debt
was $1.2 billion and was composed of $1 billion of senior unsecured
notes, $158 million under the company's senior secured revolver,
and $71 million of other secured debt (foreign term loans and
capital leases).


GRIFFON CORP: Moody's Affirms B1 CFR & B2 Unsecured Notes Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Griffon Corporation's ratings,
including its B1 Corporate Family Rating, B1-PD Probability of
Default Rating, and B2 senior unsecured notes rating. At the same
time, Moody's affirmed Griffon's SGL-2 Speculative Grade Liquidity
rating. The outlook remains negative.

"Griffon's partial refinancing of its capital structure improves
its debt maturity profile, but also increases its cost of capital
thereby raising its annual interest expense burden" said Brian
Silver, Vice President at Moody's Investors Service. "Griffon's
ratings are affirmed despite its elevated financial leverage and
relatively weak margins because we believe the company is at an
inflection point following its portfolio reshaping undertaken over
the last two years, and we anticipate gradual operating margin
improvement will drive notable deleveraging and more robust free
cash flow generation going forward".

The negative outlook reflects Moody's view that the company's
credit metrics are weakly positioned for the B1 rating category,
and there is limited cushion for any credit metric deterioration or
operational missteps prior to a ratings downgrade.

The following ratings have been assigned at Griffon Corporation
(subject to final documentation):

  Senior unsecured notes due 2027 at B2 (LGD4);

The following ratings have been affirmed at Griffon Corporation:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  Speculative Grade Liquidity Rating at SGL-2:

  Senior unsecured notes due 2022 at B2 (LGD4).

Outlook Action:

  The outlook remains negative.

RATINGS RATIONALE

Griffon Corporation's B1 Corporate Family Rating reflects its
elevated financial leverage with debt-to-EBITDA of about 6.1 times
for the twelve months ended March 31, 2019 (on a Moody's adjusted
basis and pro forma for the estimated respective EBITDA
contribution from CornellCookson for the period it was not owned by
Griffon). It also considers the company's relatively low
mid-single-digit operating margins, Home & Building Products' (HBP)
Ames business unit exposure to weather variability, HBP's Clopay
unit exposure to the US housing market, and Telephonics' dependence
on government defense spending. Griffon is also relatively
shareholder-friendly as evidenced by the payment of a $38 million
special dividend in FY18. The company also has foreign currency
exposure and high customer concentration in its business segments.

However, Griffon benefits from its good product diversification and
well established market positions in each of the segments where it
competes. In addition, Moody's expects that Griffon's free cash
flow generation, financial leverage, and operating margins will
materially improve over the next few years as the company reaps the
benefits from its transformational portfolio reshaping. Griffon is
also expected to have a good liquidity profile, highlighted by
access to a $350 million revolving credit facility.

Griffon's ratings could be downgraded if leverage (Moody's-adjusted
debt-to-EBITDA) remains sustained above 5.5 times, adjusted
operating margins weaken below 4%, or interest coverage
(Moody's-adjusted EBIT-to-interest) falls below 1.5 times.
Additional factors that could lead to a downgrade include a
material weakening of liquidity, significant share buybacks, or if
the company engages in a large debt-funded acquisition.
Alternatively, the ratings could be upgraded if credit metrics
improve such that leverage is sustained below 4 times, interest
coverage approaches 2 times, and operating margins move toward the
high single-digit range. Moody's would also expect improved cash
flows that drive the company's retained cash flow-to-net debt ratio
to approach 15% to warrant consideration of a prospective upward
rating action.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

Headquartered in New York, New York, Griffon Corporation is a
diversified management and holding company that conducts business
through its wholly-owned subsidiaries. The company operates through
two reportable segments: Home & Building Products and Defense
Electronics. HBP consists of three companies including The AMES
Companies, Inc., ClosetMaid, and Clopay Building Products. AMES is
a global provider of non-powered landscaping products, ClosetMaid
is a manufacturer and marketer of closet organization and home
storage products, and CBP is a manufacturer and marketer of
residential, commercial and industrial garage doors, including
rolling steel doors following the June 2018 acquisition of
CornellCookson. Defense Electronics develops and manufactures
intelligence, surveillance, and communications solutions for
defense, aerospace, and commercial customers. Griffon generated
total pro forma revenue of approximately $2.2 billion for the
twelve-month period ended March 31, 2019 which takes into account
the contribution from CornellCookson in the period it was not owned
by the company.


HCB ENTERPRISES: June 5 Plan Confirmation Hearing
-------------------------------------------------
The Second Disclosure Statement explaining the Chapter 11 Plan of
HCB Enterprises, LLC, is conditionally approved.

On June 5, 2019 at 10:00 a.m. is fixed for the hearing on final
approval of the second disclosure statement and for the hearing on
confirmation of the plan.

May 29, 2019, is fixed as the last day for filing written
acceptances or rejections of the plan.

June 3, 2109, is fixed as the last day for filing any response to
objections to the plan.

Attorneys for the Debtor is Andrew J. Van Ness, Esq., at Hunter
Parker LLC, in Las Vegas, Nevada.

                    About HCB Enterprises

Based in Las Vegas, Nevada, HCB Enterprises LLC filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 18-15551) on
Sept. 17, 2018, with estimated assets and liabilities at $500,001
to $1 million. The petition was filed by Shaun Martin, the Debtor's
manager.


HEXION HOLDINGS: Hires Moelis & Company as Investment Banker
------------------------------------------------------------
Hexion Holdings LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Moelis & Company LLC, as investment banker and financial advisor to
the Debtors.

Hexion Holdings requires Moelis & Company to:

   a. assist the Debtors in reviewing and analyzing the Company's
      results of operations, financial conditions and business
      plan;

   b. assist the Debtors in reviewing and analyzing any potential
      Restructuring or Capital Transaction;

   c. assist the Debtor in negotiating any Restructuring or
      Capital Transaction;

   d. advise on the terms of securities it offers in any
      potential Capital Transaction;

   e. advise on the preparation of an information memorandum
      ("Information Memo") for a potential Capital Transaction;

   f. assist the Debtor in contacting potential purchasers of a
      Capital Transaction ("Purchasers") that firms and the
      Debtors agree are appropriate, and meeting with and
      providing Purchasers with the Information Memo and such
      additional information about the Debtors' assets,
      properties or businesses that is acceptable to the Debtors,
      subject to customary business confidentiality agreements;

   g. provide testimony concerning any of the subjects
      encompassed by the services; and

   h. provide such other investment banking and financial
      advisory services in connection with a Restructuring or
      Capital Transaction as Moelis & Company may mutually agree
      upon.

Moelis & Company will be paid as follows:

   a. Monthly Fee: a fee of $200,000 per month (the "Monthly
      Fee"), payable in advance of each month; provided, however,
      that 50% of all Monthly Fees paid after the 7th full
      Monthly Fee has been paid will be credited against any
      Restructuring Fee. The Debtors paid the first Monthly
      Fee immediately upon the execution of the Engagement
      Letter, and will pay all subsequent Monthly Fees prior to
      each monthly anniversary of the date of the Engagement
      Letter. Whether or not a Restructuring or Capital
      Transaction occurs, Moelis will earn and be paid the
      Monthly Fee every month during the term of the Engagement
      Letter.

   b. Restructuring Fee: at the closing of a Restructuring, a
      one-time fee (the "Restructuring Fee") of $7,500,000.

   c. Pre-Pack Restructuring Fee: In connection with a
      Restructuring intended to be consummated in connection with
      a prepackaged or prenegotiated chapter 11 plan of
      reorganization, Moelis will earn an additional fee (the
      "Pre-Pack Restructuring Fee") equal to $3,500,000. The Pre-
      Pack Restructuring Fee will not be earned if the
      Restructuring is effectuated through a chapter 11 plan that
      is not pre-packaged or pre-negotiated prior to the filing
      of a Bankruptcy Case.

   d. Capital Transaction Fee: at the closing of a Capital
      Transaction, a non-refundable cash fee (the "Capital
      Transaction Fee") of: (a) 3% of the aggregate gross amount
      or face value of capital Raised (as defined in the
      Engagement Letter) in the Capital Transaction (other than
      from Apollo Global Management, LLC) as equity, equity-
      linked interests, options, warrants or other rights to
      acquire equity interests, plus (b) 2% of the aggregate
      gross amount of unsecured and second lien debt obligations
      and other interests Raised in the Capital Transaction
      (other than from Apollo Global Management, LLC), plus (c)
      1% of the aggregate gross amount of secured debt
      obligations and other interests Raised in the Capital
      Transaction (other than from Apollo Global Management,
      LLC); provided, that, in no event shall the Capital
      Transaction Fees exceed, in the aggregate, $6,500,000. The
      Restructuring Fee will not be reduced by any Capital
      Transaction Fees that are earned and payable to Moelis. In
      the event that the Debtors pursue a Capital Transaction
      that is not contemplated by the RSA, the Debtors will
      negotiate an appropriate fee with Moelis for such a Capital
      Transaction.

Zul Jamal, managing director of Moelis & Company 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.

Moelis & Company can be reached at:

     Zul Jamal
     MOELIS & COMPANY LLC
     399 Park Avenue, 5th Floor
     New York, NY 10022
     Tel: (212) 883-3800

              About Hexion Holdings LLC

Hexion Holdings LLC is the sole member of Hexion LLC, which is the
sole owner of Hexion Inc.

Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ --
is a producer of thermoset resins or thermosets, and a producer of
adhesive and structural resins and coatings. The company is
incorporated in New Jersey while most of its co-debtors are
Delaware limited liability companies or Delaware corporations.
Hexion Inc. is the direct or indirect parent of the debtors and the
non-debtor affiliates.

Hexion Inc. employs approximately 4,000 people around the world,
including approximately 1,300 in the United States across 27
production facilities.

Hexion Holdings LLC and its co-debtors sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10684) on April 1, 2019.

At the time of the filing, the Debtors estimated assets and
liabilities of between $1 billion and $10 billion.

The cases are assigned to Judge Kevin Gross.

The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as bankruptcy counsel; Moelis & Company LLC as
financial advisor; AlixPartners LLP as restructuring advisor; and
Omni Management Group as claims, noticing, solicitation and
balloting agent.

The Office of the U.S Trustee appointed an official committee of
unsecured creditors on April 10, 2019.  The committee tapped Bayard
P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel.


HILLSBORO PETROLEUM: Seeks to Hire Mark S. Roher as Counsel
-----------------------------------------------------------
Hillsboro Petroleum West, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ The
Law Office of Mark S. Roher, P.A., as counsel to the Debtor.

Hillsboro Petroleum requires Mark S. Roher to:

   a. give advice to the Debtor with respect to its powers and
      duties as Debtor-in-possession and the continued management
      of its business operations;

   b. advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the bankruptcy case;

   d. protect the interest of the Debtor in all matters pending
      before the bankruptcy court;

   e. represent the Debtor in negotiation with its creditors in
      the preparation of a plan.

Mark S. Roher will be paid based upon its normal and usual hourly
billing rates. Mark S. Roher will be paid a retainer in the amount
of $10,000.

Mark S. Roher will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark S. Roher, partner of The Law Office of Mark S. Roher, 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.

Mark S. Roher can be reached at:

     Mark S. Roher, Esq.
     THE LAW OFFICE OF MARK S. ROHER, P.A.
     150 S. Pine Island Road, Suite 300
     Fort Lauderdale, FL 33324
     Tel: (954) 353-2200
     E-mail: mroher@markroherlaw.com

                  About Hillsboro Petroleum West

Hillsboro Petroleum West, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 19-15275) on April 23, 2019,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Mark S. Roher, Esq., at The Law Office of
Mark S. Roher, P.A.



ICAHN ENTERPRISES: S&P Assigns BB+ Rating to New Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating
and '3' recovery rating to Icahn Enterprises L.P.'s (IEP) proposed
seven-year senior unsecured notes. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (65%) in the
event of a payment default.

While the final size of the offering will be determined by market
conditions, for the purposes of its analysis, S&P is assuming no
more than $1 billion will be issued. IEP will use the proceeds from
the proposed notes for general partnership purposes, including the
possible repayment of existing senior notes or to fund potential
acquisitions.

S&P views this offering favorably because it will provide the
company with additional liquidity to address its upcoming $1.7
billion maturity due in August 2020 (but callable at par in August
2019) and will lengthen the company's maturity schedule.
Additionally, given the expected smaller size of this offering
(relative to the $1.7 billion coming due), S&P thinks it is
possible that the company modestly reduces its debt outstanding
over the next year.

"If this ends up being the case, it will likely have no impact on
our loan-to-value ratio, since we already net all of the company's
cash against its debt in our calculation. However, the reduction of
debt would likely decrease IEP's interest expense burden and
demonstrate the company's willingness to decrease debt outstanding,
something we have previously not observed," S&P said.

Alongside the announcement of its first-quarter earnings, IEP
announced that it would also seek to raise up to $400 million in
equity through an "at the market" offering. The company's ability
to successfully execute this depends on supportive market
conditions. However, if executed upon, it will result in modest
deleveraging under S&P's LTV ratio and provide the company
additional liquidity, which the rating agency views favorably.

As of March 31, 2019, IEP's LTV ratio was 29%, buoyed by a large
holding company cash balance (S&P nets cash against debt in its LTV
calculation), which the company has built as a result of its
realization activity over the past year. While this LTV is low
relative to historical standards and could improve further through
the announced equity raise, the company's longer-term leverage
tolerance is still relatively unclear. IEP has proven to be an
opportunistic investor over time, which could lead to increased
debt or a significant drawdown in cash (both of which would
negatively affect S&P's LTV ratio) if the company begins to find
attractive investment opportunities. While S&P acknowledges that
IEP continues to become better positioned from a credit standpoint,
this remains a key constraint to upside to its rating.

  Ratings List
  Icahn Enterprises L.P.

  Issuer Credit Rating        BB+/Stable/--

  New Rating
  Icahn Enterprises L.P.

  Senior Unsecured due 2026 BB+
  Recovery Rating          3(65%)


IMPORTANT PROPERTIES: Court Narrows Claims in Suit vs Law Firm
--------------------------------------------------------------
Plaintiffs John A. Meskunas, Denise Meskunas, and Important
Properties, LLC  in the case captioned JOHN A. MESKUNAS, DENISE
MESKUNAS, and IMPORTANT PROPERTIES, LLC, Plaintiffs, v. LEE DAVID
AUERBACH, ESQ., and LEE DAVID AUERBACH, P.C., Defendants, No. 17 CV
9129 (VB) (S.D.N.Y.) sue defendants Lee David Auerbach, Esq. and
Lee David Auerbach, P.C., alleging defendants, acting as
plaintiffs' counsel and as Important's court-appointed receiver,
improperly diverted approximately $250,000 from rent payments made
to Important. The Defendants filed a motion to dismiss the amended
complaint.

Upon review of the case, District Judge Vincent L. Briccetti
granted in part and denied in part the Defendants’ motion.

Defendants contend plaintiffs' fraud, breach of contract, and
accounting claims should be dismissed as duplicative of Denise and
Important's claim for legal malpractice.

The Court agrees as to the claims for fraud and breach of contract
but disagrees as to the claim for an accounting.

The Meskunases' fraud claims are duplicative. Under New York law, a
fraud claim "asserted in connection with charges of professional
malpractice" is non-duplicative "only to the extent" it arises from
"one or more affirmative, intentional misrepresentations" that
caused damages "separate and distinct from those generated by the
alleged malpractice."  Plaintiffs' allegations of fraud and
malpractice are substantially the same. Plaintiffs allege
defendants promised to provide competent legal representation but
failed to do so. The amended complaint does not plausibly allege
fraudulent conduct distinct from defendants' alleged malpractice,
and the fraud and legal malpractice claims seek identical damages.
Accordingly, plaintiffs' fraud claims are dismissed.

The breach of contract claim likewise duplicates the claim for
legal malpractice. In a case in which the plaintiff also sues for
legal malpractice, a breach of contract claim is duplicative under
New York law when it alleges "only a breach of general professional
standards," rather than a broken "promise of a particular or
assured result." The essence of the contract claim arises from
defendants' conduct as Denise and Important's legal representative,
not an unfulfilled promise or failure to deliver an assured result.
Plaintiffs "allege only that [defendants] entered into a contract
to provide professionally competent services and to exercise
applicable standards of care, loyalty and honesty, and instead
provided [plaintiffs] with advice [defendants] either knew or
should have known to be wrong." A breach of contract claim premised
on such allegations duplicates a claim for legal malpractice. The
breach of contract claim therefore is dismissed.

The claim for an accounting plainly seeks relief different from the
amended complaint's other claims and thus is not duplicative.
Defendants do not offer any other reason why this claim should be
dismissed. Accordingly, the accounting claim survives dismissal.

Defendants argue Denise and Important's legal malpractice claim is
subject to a three-year statute of limitations and must be
dismissed as untimely. Plaintiffs disagree, contending the
three-year limitations period was tolled through November 2014
under the doctrine of continuous representation. The Court declines
to dismiss the malpractice claim at this stage.

In sum, Denise Meskunas's legal malpractice claim and John and
Denise Meskunas's claim for an accounting shall proceed. Important
Properties's legal malpractice claim and claim for an accounting
are dismissed without prejudice. All other claims are dismissed.

A copy of the Court's Opinion and Order dated Feb. 19, 2019 is
available at https://bit.ly/2YbCbb8 from Leagle.com.

Denise Meskunas & John A. Meskunas, Plaintiffs, represented by
Steven T. Halperin -- shalperin@halperinlawyers.com -- Halperin &
Halperin, P.C.

Lee David Auerbach, Esq. & Lee David Auerbach, P.C., Defendants,
represented by Peter Schillinger, Schillinger & Finsterwald, LLP.

              About Important Properties

Important Properties, LLC, sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 15-22123) on Jan. 28, 2015.  The petition was
signed by John Meskunas, manager.

The Debtor estimated assets and liabilities in the range of $1
million to $10 million.

Erica Feynman Aisner, Esq., and Jonathan S. Pasternak, Esq., at
DelBello, Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the
Debtor's counsel.

The Debtor has continued in possession of its property and the
management of its business affairs as a debtor-in-possession.  No
Official Committee of Unsecured Creditors has been appointed.  No
trustee or examiner has been appointed.


IQVIA INC: S&P Rates New Unsec. US Dollar-Denominated Notes 'BB'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to IQVIA
Inc.'s proposed senior unsecured U.S. dollar-denominated notes due
2027 in the amount of up to $1.1 billion. The recovery rating is
'5', reflecting S&P's expectation for modest (10%-30%; rounded
estimate 15%) recovery in the event of a payment default.

S&P expects the company to use the proceeds to refinance existing
indebtedness (current revolving credit facility balance), fees and
expenses, and general corporate uses. The rating agency views this
transaction as generally leverage neutral and consistent with its
prior expectations. S&P continues to expect significant annual
spending ($1.0 billion-$1.5 billion) on acquisitions and share
repurchases.

"We believe the addition of unsecured debt provides a small amount
of incremental support to the recovery estimate of the senior
secured debt," S&P said.

S&P's 'BB+' long-term issuer credit rating on parent IQVIA Holdings
Inc. and stable outlook are unchanged. S&P's senior secured rating
is 'BBB-' with a '2' recovery rating, reflecting its expectation
for substantial (70%-90%; rounded estimate 75%) recovery in the
event of a payment default.

RECOVERY ANALYSIS

Key analytical factors

-- Pro forma for the note issuance, S&P expects IQVIA's capital
structure will consist of a $300 million receivables-financing
facility, $1,500 million senior secured revolver (assumed 85% drawn
at default), $1,204 million in USD- and EUR-denominated senior
secured term A loans, $4,182 million USD- and EUR-denominated
senior secured term B loans, and $5,721 million in USD- and
EUR-denominated senior unsecured notes.

-- S&P has valued the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA. This multiple is
slightly higher than the 5.5x multiple applied to other CROs
because of the diversification of the technology and analytic
solutions segment and its leadership position.

-- S&P estimates that, for the company to default, EBITDA would
need to decline more than 45% from 2018 expectations, possibly
stemming from operational missteps involving misuse of data or
patient safety resulting in a severe decline in reputation.

-- The senior secured credit facilities benefit from a downstream
guarantee from IQVIA's holding company parent, an upstream
guarantee from the company's wholly owned U.S. restricted
subsidiaries, and a pledge of 65% of equity interests in its
foreign subsidiaries. IQVIA's U.S. operations, which provide a
secured guarantee, contribute approximately 40% of revenue. Foreign
operations, which are non-guarantors, contribute the remaining 60%
of revenue.

Simulated default assumptions

-- Simulated year of default: 2024
-- EBITDA at emergence: $1,065 million
-- EBITDA multiple: 6x

Simplified waterfall

-- Net enterprise value (after 5% administrative fees): $6,075
mil.
-- Valuation split in % (obligors/non-obligors): 40/60
-- Priority claim of receivables financing facility: $305 mil.
-- Collateral from U.S. obligor group: $2,125 mil.
-- Collateral from non-U.S. obligor group: $2,369 mil.
-- Value available to senior secured debt
(collateral/non-collateral unsecured claims): $4,494 mil. / $303
mil.
-- Senior secured claims (assuming revolver is 85% drawn): $6,328
mil.
-- Secured recovery expectations: 70%-90% (rounded estimate: 75%)
-- Total value available to unsecured claims: $1,276 mil.
-- Senior unsecured debt claims: $5,839 mil.
-- Other pari passu unsecured claims: $1,834 mil.
-- Unsecured recovery expectations: 10%-30% (rounded estimate:
15%)

  Ratings List

  New Rating
  IQVIA Inc.

  Senior Unsecured BB
  Recovery Rating  5(15%)


ISTAR INC: Fitch Affirms 'BB-' LT IDR & 'BB' Unsecured Debt Rating
------------------------------------------------------------------
Fitch Ratings has affirmed iStar Inc.'s Long-Term Issuer Default
Rating at 'BB-'. Fitch has also affirmed iStar's senior secured
debt rating at 'BB+', unsecured debt rating at 'BB' and preferred
stock rating at 'B-'. The Rating Outlook is Stable.

KEY RATING DRIVERS

IDR, SENIOR DEBT AND HYBRID SECURITIES

The rating affirmations reflect iStar's unique platform and
strategy relative to other commercial real estate finance and
investment companies, improvement in asset quality resulting from
lower exposure to legacy land assets and non-performing loans,
declining leverage, meaningful proportion of unsecured debt funding
relative to similarly rated finance and leasing companies, and
solid liquidity profile.

Rating constraints include the material shift in the firm's
strategy and execution risk associated with the continued
monetization of legacy assets in the near term, which have
negatively affected iStar's earnings; increased performance
pressures on certain CRE sub-sectors; continued exposure to certain
longer-term legacy land assets; variable earnings resulting from a
reliance on gain on sale income; and a reliance on wholesale
funding. Additionally, Fitch believes that key person risk
associated with CEO Jay Sugarman has increased following turnover
among executive officers in recent years.

In February 2019, iStar announced a redefined strategic focus,
which includes growing its ground lease business through its 65.8%
ownership in Safehold Inc. and refocusing its lending business to
provide one-stop capital solutions, combining the ground lease
product of SAFE with a first mortgage leasehold loan from iStar.
Fitch believes there is limited performance data on the ground
lease business given SAFE's short operating history, which has been
untested through a market cycle, although this is somewhat
mitigated by the seniority of ground lease investments.

On May 2, 2019, iStar announced that in light of its strategic
shift, Andrew Richardson has decided to step down as CFO and
president of the land portfolio. Richardson was hired in 2018 to
focus on the monetization and management of legacy assets.
Richardson has agreed to stay on for a period to help with the
search and to transition responsibilities to other members of the
senior management team, who will fulfill his duties on an interim
basis until a new CFO is named. Additionally, in March 2019, iStar
announced the retirement of Vice Chairman Nina Matis, who had
served as Chief Investment Officer from April 2007 to February
2018. Fitch believes the recent management changes and uncertainty
around the CFO position have increased key person risk associated
with CEO Jay Sugarman, but recognizes the company's other executive
officers have sufficient industry experience.

iStar has been focused on opportunistically selling legacy assets,
reducing the book by 46% from Dec. 31, 2017 through March 31, 2019.
However, as part of the strategic shift, iStar has elected not to
move forward with the development of certain legacy assets in order
to free up resources to focus on the new strategy. Of the $938
million of remaining legacy assets at the end of first-quarter 2019
(1Q19), approximately $544 million (14% of the total portfolio) was
comprised of three legacy assets that iStar intends to develop or
hold over a longer period of time. iStar intends to monetize the
remaining $393 million of legacy assets, which includes around 30
to 40 assets, in the near term, thereby reducing legacy assets to
approximately 10%-15% of its total portfolio. Fitch believes that
the land portfolio has adversely influenced iStar's overall asset
quality given the illiquidity of these assets and the inconsistent
cash flow generation, and would therefore view the continued
reduction in exposure favorably.

In 2018, iStar recorded impairments of $147.1 million on land and
development and real estate assets, which were primarily the result
of the decision to accelerate the monetization of certain assets
following the strategic shift. As a result of the shorter forecast
hold periods, ten assets were written down totalling $142 million
of impairment charges in 4Q18. While the impairments negatively
affected iStar's profitability and leverage in 2018, Fitch views
the strategy as appropriate given the improvement in portfolio risk
that will result as well as the shift to more consistent earnings
sources as proceeds are redeployed into net lease and real estate
finance investments.

As of March 31, 2019, iStar's $3.9 billion portfolio (excluding
cash) consisted of real estate finance (23% of gross carrying
value), net lease properties (53%, of which 10% is the firm's
equity method investment in SAFE), land and development properties
(17%), operating properties (7%), and other assets (0.2%).
Operating properties and land and development should continue to
decline as a proportion of the portfolio as part of the firm's
strategic focus, which Fitch believes will improve the risk profile
of the portfolio. iStar will focus on growing its lending business,
which will primarily co-originate leasehold loans alongside SAFE
ground leases, and its net lease business.

iStar's loan portfolio has generally performed well since the
crisis with no losses incurred on loans originated since 2008.
Approximately $778 million of loans (92.1% of gross loans) at March
31, 2019 were performing and generated a 9.1% yield, down from 9.4%
a year ago due to the payoff of higher yielding loans in 2018. The
company's loan portfolio quality improved following the resolution
of the non-performing Hammons loan in 2Q18, which had a carrying
value of $145.8 million. iStar received a $45.8 million cash
payment and a preferred equity investment with a face value of $100
million that is mandatorily redeemable in five years. iStar
recorded the preferred equity at a discounted value of $77 million
and is accruing interest over the expected duration of the
investment. As a result, iStar recorded a $21.4 million loan loss
provision and simultaneously charged-off of the remaining unpaid
balance. The company expects to recover the full $100 million face
value over the next four years. The gross carrying value of NPLs
represented 7.9% of total gross loans in this segment at 1Q19, down
significantly from 15.7% at 1Q18.

Fitch views the net lease real estate portfolio as a benefit to
overall asset quality since it provides cash flow stability.
iStar's net lease portfolio includes its equity investment in SAFE,
a publicly traded real estate investment trust (REIT) focused
exclusively on the ground lease asset class, which completed its
public offering in June 2017. Ground leases generally represent
ownership of the land underlying CRE projects that is triple net
leased by the fee owner of the land to the owners/operators of the
real estate projects built thereon. iStar will continue to
participate in the ground lease business through its ownership of
SAFE and will also offer leasehold loans to SAFE's tenants. Fitch
views the increased exposure to SAFE ground lease assets as an
improvement in portfolio risk, relative to legacy assets, given the
senior position of ground leases in the capital structure. Still,
the performance of iStar's investment in SAFE will be driven by
SAFE's ability to grow and generate consistent earnings over time.


At March 31, 2019, iStar had a 65.8% economic interest in SAFE,
comprised of 42.4% of SAFE common stock and the remainder in the
form of non-voting limited partnership units, which the firm
intends to exchange into shares of common stock later this year on
a one-for-one basis. iStar's investment in SAFE increased from
approximately 41.8% at YE18 following an additional $252 million
investment in 1Q19.

On Jan. 2, 2019, in connection with iStar's increased investment in
SAFE, the management agreement was amended to increase the fee
rates and extend the term (previously one year) through June 30,
2022, which is non-terminable except for cause. iStar is entitled
to a management fee of 1.0% of total SAFE equity up to $1.5
billion, 1.25% for incremental equity of up to $3.0 billion, 1.375%
for incremental equity of up to $5.0 billion, and 1.5% for
incremental equity over $5.0 billion. Fees will be paid in cash or
in shares of SAFE common stock, at the discretion of SAFE's
independent directors. iStar's management fee from SAFE amounted to
$1.5 million in 1Q19. iStar had waived management fees prior to
3Q18.

iStar's pre-tax return on average assets was negative in 2018 and
in 1Q19, partially driven by the impairment of assets during 4Q18
and earnings pressure resulting from continued exposure to legacy
assets that are not generating revenues. Profitability is expected
to improve as impairments decline and the portfolio continues to
rotate into more consistent earning investments. iStar recently
announced that it has entered into a definitive agreement to sell
its portfolio of seven cold storage properties leased to Preferred
Freezer Services, LLC (Preferred Freezer) to a third party for a
price of $442.5 million, including the assumption of $228 million
of debt by the purchaser, which is expected to generate a $215
million gain. The transaction is expected to close in 2Q19. While
opportunistic asset sales have provided significant gains for iStar
in recent years, the reliance on income from sales has resulted in
earnings volatility. Fitch believes that earnings could continue to
benefit from opportunistic transactions in the near-term as iStar
continues to recognize value from its existing portfolio, but
expects the firm to reduce its reliance on variable gain income
over time as the portfolio shifts into asset classes that provide
more stable cash flows.

iStar's earnings will be largely dependent on the pace of business
expansion and the performance of SAFE longer term. iStar counts for
its investment in SAFE under the equity method of accounting, and
will therefore record a higher portion of SAFE's net income as
earnings to iStar following the increased investment in SAFE.
Additionally, the amendment to the management fee agreement as well
as the end of the fee waiver in 2Q18 should provide earnings
benefits. Management expects to be able to realize material upside
to the underlying value of the SAFE portfolio in the marketplace.
However, Fitch believes that this could take some time to
materialize given the relatively short operating history of SAFE.

Fitch's benchmark leverage ratio for iStar is debt-to-tangible
equity, treating the preferred securities as 50% equity. On this
basis, leverage was 5.7x at March 31, 2019; within Fitch's 'bb'
quantitative benchmark range for balance sheet-intensive finance
and leasing companies (5.0x-7.0x). Leverage ticked up in 4Q18,
partially due to the decline in equity resulting from the
aforementioned asset impairments. Pro forma for the reduction in
debt resulting from the Preferred Freezer sale and the expected
gain, Fitch estimates that leverage would decline to closer to 4x,
which compares favorably with historical leverage levels. Fitch
expects iStar's leverage to remain around current (pro forma)
levels, and believes leverage could decline further if iStar is
able to execute on additional asset sales or other opportunistic
transactions. Fitch notes that iStar's leverage metrics may be
slightly overstated as a result of the consolidation of iStar Net
Lease I LLC (Net Lease Venture) onto iStar's balance sheet in
2Q18.

As of March 31, 2019, 62.0% of iStar's debt (including 50% of the
preferred securities) was unsecured, down from 83.1% a year ago but
above levels of many other diversified REITs and similarly rated
balance sheet-intensive finance and leasing companies. If the
consolidated Net Lease Venture secured debt was excluded, Fitch
estimates that this ratio would have been higher, at 72% at 1Q19.
In June 2018, iStar completed an upsizing, repricing and extension
of its senior secured term loan. As part of the transaction, iStar
increased the size of the term loan to $650 million from $400
million, extended the maturity to June 2023 from October 2021 and
reduced its coupon to LIBOR plus 2.75% from LIBOR plus 3.00%.
Proceeds were used to repay outstanding borrowings under the
previous term loan facility and to redeem a portion of senior
unsecured notes scheduled to mature in July 2019. The remaining
portion of the 2019 unsecured notes was subsequently repaid using
cash and other available liquidity. Pro forma for the Preferred
Freezer sale and excluding the consolidated Net Lease Venture debt,
Fitch estimates that unsecured debt would increase to approximately
79% of total debt outstanding. Fitch believes that unsecured debt
enhances the company's operational and financial flexibility and
expects unsecured debt to remain around current levels (pro forma
for the Preferred Freezer sale) over the Outlook horizon.

Fitch views iStar's liquidity as adequate for the rating category.
At March 31, 2019, iStar had $315.4 million of cash and cash
equivalents and approximately $325.0 million available under its
revolving credit facilities. The company does not have any debt
maturities until September 2020, when $400 million of senior
unsecured notes come due.

REITs must generally distribute at least 90% of their net taxable
income, excluding capital gains, to shareholders each year.
However, iStar's liquidity position is further enhanced by its
ability to retain earnings, as it holds net operating loss (NOL)
carryforwards that can generally be used to offset ordinary taxable
income in future years. These NOLs begin to expire in 2029 and will
fully expire in 2036 if unused. iStar initiated a quarterly common
dividend, beginning 3Q18, of $0.09 per share, which will increase
to $0.10 per share beginning 2Q19. Fitch expects the company's
liquidity position to continue to benefit from the NOL carryfowards
prior to expiration.

The Stable Rating Outlook reflects Fitch's expectations for
continued improvements in iStar's earnings, leverage and asset
quality over the outlook horizon. However, continued exposure to
certain legacy assets and opportunistic transactions could continue
to cause earnings volatility in the near-term until the portfolio
is rotated into more consistent earning investments. The Stable
Outlook also reflects expectations for the maintenance of
sufficient liquidity and a heavily unsecured funding profile.

The secured debt rating is two notches above iStar's Long-Term IDR
and reflects the collateral backing these obligations, indicating
superior recovery prospects for secured debtholders under a
stressed scenario.

The unsecured debt rating is one notch above iStar's Long-Term IDR
and reflects the availability of sufficient unencumbered assets,
which provide support to unsecured creditors, and relatively low
levels of secured debt in the firm's funding profile. This profile
indicates good recovery prospects for unsecured debtholders under a
stressed scenario. In addition, the company adheres to a 1.2x
unencumbered assets-to-unsecured debt covenant, which provides
protection to bondholders during periods of market stress.
Unencumbered asset coverage of unsecured notes was approximately
1.6x at March 31, 2019, but coverage would be lower on a stressed
basis, which would contemplate declines in the value of the
company's unencumbered portfolio.

The preferred stock rating is three notches below iStar's Long-Term
IDR, reflecting that these securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recovery prospects.

RATING SENSITIVITIES

IDR, SENIOR DEBT AND HYBRID SECURITIES

Negative rating pressure could arise if iStar is unable to execute
on its strategic plan, including monetizing additional legacy
investments and redeploying proceeds into new net lease and real
estate finance assets, thereby improving the firm's profitability
and resulting in a more a stable earnings profile. Negative rating
action could also be driven by material deterioration in the
quality of iStar's loan portfolio, a significant reduction in
long-term unsecured funding, an inability to proactively address
debt maturities over the Outlook horizon, and/or a sustained
increase in Fitch-calculated leverage above 5.0x.

Upward rating momentum is viewed as limited in the near term.
Longer term, positive rating momentum would depend on iStar's
ability to successfully execute on its efforts to monetize legacy
assets and redeploy proceeds in assets viewed as core under its new
operating strategy, thereby resulting in improved operating
performance and a reduced reliance on gain on sale income. Positive
rating momentum would also be conditioned upon continued growth and
solid performance in the SAFE business, consistent profitability,
the maintenance of sufficient liquidity, the maintenance of
leverage below 4.0x and the firm's ability to continue managing its
debt maturity profile.

The secured debt rating, unsecured debt rating and preferred stock
ratings are sensitive to changes in iStar's Long-Term IDR as well
as changes in the firm's secured and unsecured funding mix and
collateral coverage for each class of debt. If secured debt were to
meaningfully increase as a proportion of the firm's debt funding
and/or unencumbered asset coverage of unsecured debt were to
decline, it is possible that the upward notching for the secured
debt and unsecured debt, relative to the IDR, could begin to
compress.

Fitch has affirmed the following ratings:

iStar Inc.

  -- Long-term IDR at 'BB-';

  -- Senior secured at 'BB+';

  -- Senior unsecured debt at 'BB';

  -- Preferred stock at 'B-'.

The Rating Outlook is Stable.


JACKSON OVERLOOK: Hires Mr. Henrich of Getzler Henrich as CRO
-------------------------------------------------------------
Jackson Overlook Corp., seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ William
Henrich of Getzler Henrich & Associates LLC as chief restructuring
officer to the Debtor.

Jackson Overlook expects Getzler Henrich to:

   a. coordinate and implement the settlement reached with the
      Lender, supervise the auction sale of the Property
      following the filing of a related Chapter 11 petition for
      Fort Tryon Fee Owner;

   b. assess the DIP financing needs of the Debtor pending an
      auction sale of the Property;

   c. administer the Debtor's assets and liabilities during the
      Chapter 11 case;

   d. prepare all Chapter 11 reporting, including monthly
      operating reports and budgets; and

   e. provide such other services as the Debtor and the Lender
      reasonably request.

Getzler Henrich will be paid at these hourly rates:

     Principal/Managing Director         $515 to $635
     Director/Specialists                $385 to $585
     Associate Professionals             $160 to $385

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

William Henrich, partner of Getzler Henrich & Associates 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.

Getzler Henrich can be reached at:

     William Henrich
     GETZLER HENRICH & ASSOCIATES LLC
     295 Madison Ave., 20th Floor
     New York, NY 10017
     Tel: (212) 697-2400
     Fax: (212) 697-4812
     Emails: whenrich@getzlerhenrich.com

                 About Jackson Overlook Corp.

Jackson Overlook Corp. owns a 100% membership interest in Fort
Tryon Tower SPE LLC. Fort Tryon owns certain real property located
in the Hudson Heights section of Manhattan at 1 Bennett Park, New
York.  The property is the site of an intended but still incomplete
23-storey, 114-unit condominium development project that was
originally scheduled to open years ago but ran into a host of
problems involving lenders, cessation of financing, cessation of
construction, and changing market conditions.

Jackson Overlook sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12465) on Aug. 14,
2018. In the petition signed by Rutherford H.C. Thompson,
authorized manager, the Debtor estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million.

Goldberg Weprin Finkel Goldstein LLP is the Debtor's legal counsel.
William Henrich of Getzler Henrich & Associates LLC is the chief
restructuring officer.



JEFF HUBBARD: Seeks to Hire Caldwell & Riffee as Counsel
--------------------------------------------------------
Jeff Hubbard Logging LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of West
Virginia to employ Caldwell & Riffee, PLLC, as counsel to the
Debtors.

Jeff Hubbard requires Caldwell & Riffee to:

   a. prepare the petition and schedules and statement of
      financial affairs;

   b. negotiate of adequate protection;

   c. file all necessary applications, motions and other
      pleadings regarding matters to be submitted to the Court;

   d. advise management of the Debtor regarding the rights, power
      and duties of the Debtor; and

   e. assist the Debtor in the preparation of a Disclosure
      Statement and Plan of Reorganization, including the
      possibility of a liquidation trustee.

Caldwell & Riffee will be paid at the hourly rate of $300.

Caldwell & Riffee will be paid a retainer in the amount of $3,500.

Caldwell & Riffee will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Joseph W. Caldwell, partner of Caldwell & Riffee, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Caldwell & Riffee can be reached at:

     Joseph W. Caldwell, Esq.
     CALDWELL & RIFFEE, PLLC
     3818 MacCorkle Avenue, SE
     Charleston, WV 25364
     Tel: (304) 925-2100
     Fax: (304) 925-2193
     E-mail: jcaldwell@caldwellandriffee.com
  
                  About Jeff Hubbard Logging

Hubbard Logging, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. W.Va. Case No. 19-10048) on April 15, 2019, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Caldwell & Riffee, PLLC.


JEFFERIES FINANCE: Moody's Affirms Ba3 CFR & Ba2 Secured Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Jefferies Finance LLC's Ba3
corporate family rating and affirmed senior secured ratings at Ba2,
while downgrading JFIN's senior unsecured bonds to B2 from B1.
Moody's also assigned the following ratings to the new facilities
as follows:

  - A rating of Ba1 for a $275 million 3 year Senior Secured
    Priority Revolving Credit Facility

  - A rating of Ba2 to a $700 million 7 year Senior Secured
    Term Loan

  - A rating of Ba2 to an anticipated issuance of 7 year Senior
    Secured Notes

The outlook on JFIN is stable.

RATINGS RATIONALE

This follows JFIN's announcement to refinance certain indebtedness
through a combination of existing cash resources and newly issued
senior secured debt. Together with $515 million of existing cash,
JFIN plans to repay approximately $1.6 billion in existing
indebtedness, including $247 million of senior secured debt and
$1.4 billion of senior unsecured debt.

In affirming JFIN's Ba3 CFR, Moody's recognized JFIN's solid
franchise as an arranger and underwriter of leveraged loans and its
diversified and granular portfolio of retained loans. The Ba3 CFR
also incorporates the benefits to JFIN of its affiliation with
Jefferies Group LLC (Jefferies, Baa3, Stable) as a source of
business flow, as well as the value of JFIN to its owners --
Jefferies and Massachusetts Mutual Life Insurance Company (rated
Aa2 for Insurance Financial Strength, on review for downgrade).
Furthermore, Moody's noted that the refinancing plan results in a
modest decline in leverage and strengthens profitability by
reducing JFIN's interest costs, which are credit positive
developments. In addition, while the refinancing extends the
maturity of JFIN's capital structure, it also increases its
reliance on secured funding which reduces JFIN's financial
flexibility.

In explaining the downgrades of the existing facilities, Moody's
noted that the refinancing plan shifts the balance of JFIN's
long-term liability structure (excluding CLO and working capital
facilities) decidedly toward senior secured debt and away from
senior unsecured debt. After the refinancing is done, senior
secured debt will comprise the preponderance of JFIN's capital
structure, compared to 12% previously. Under Moody's LGD framework,
the downgrade of the existing senior unsecured debt to B2 from B1
reflects the reduced size of this tranche and the more substantial
volume of senior secured debt positioned above it. Moody's noted
that JFIN intends to repay all outstanding debt (excluding CLOs and
working capital facilities) except for the 7.25% August 2024
Notes.

Moody's said the assignment of the ratings to the new credit
facilities also reflect the impact of the refinancing plan on
JFIN's liability structure. Under Moody's LGD framework, the rating
of Ba1 on the Senior Secured Priority Revolving Credit Facility
reflects its super priority position and the substantial volume of
secured and unsecured debt beneath this facility, offset by the
significant amount of separately securitized assets.

Factors that Could Lead to an Upgrade

Given JFIN's structural exposure to the leverage finance markets,
there is limited upward pressure on the CFR. However, consistently
strong profitability and evidence of more granular underwriting
commitments over the cycle could lead to upward pressure on the CFR
in the long term. Changes in priority and thickness of capital
structure tranches may lead to changes of instrument ratings.

Factors that Could Lead to a Downgrade

A sharp increase in single name concentrations or severe liquidity
stress or significant increase in outstanding commitments without a
commensurate increase in liquidity resources could impact the CFR,
as could deterioration of financial performance for a sustained
period. Changes in priority and thickness of capital structure
tranches may lead to changes of instrument ratings.

Affirmations:

Issuer: Jefferies Finance LLC

Corporate Family Rating, Affirmed Ba3, stable outlook withdrawn

Senior Secured Bank Credit Facility, Affirmed Ba2, stable outlook
withdrawn

Downgrades:

Issuer: Jefferies Finance LLC

Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from B1,
stable outlook withdrawn

Assignments:

Issuer: Jefferies Finance LLC

Senior Secured Priority Revolving Credit Facility, Assigned Ba1

Senior Secured Term Loan Assigned Ba2

Senior Secured Regular Bond/Debenture, Assigned Ba2

Outlook Actions:

Issuer: Jefferies Finance LLC

Outlook, Remains Stable

Moody's has also withdrawn the outlooks on JFIN's corporate family
rating and debt ratings for its own business reasons.

The principal methodology used in these ratings was Finance
Companies published in December 2018.

JFIN is a specialty finance company headquartered in New York,
focusing on US middle market leveraged lending. JFIN is a joint
venture between Jefferies Financial Group and Massachusetts Mutual
Life Insurance Company.


JIMLYN ENTERPRISES: Hires Raymond C. Stilwell as Counsel
--------------------------------------------------------
Jimlyn Enterprises, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of New York to employ the Law
Offices Of Raymond C. Stilwell, as counsel to the Debtor.

Jimlyn Enterprises requires Raymond C. Stilwell to:

   a. give the Debtor legal advice with regard to its powers and
      duties as Debtor-In-Possession in the continued operation
      of its business and in the management of its property;

   b. take necessary action to avoid liens against the Debtor's
      property, remove restraints against the Debtor's property
      and such other actions to remove any encumberances or liens
      which are avoidable;

   c. take necessary action to enjoin and stay until final
      decree any attempts by creditors to enforce claims upon
      property of the Debtor which may be necessary to the
      Debtor's effective organization;

   d. represent the Debtor as Debtor-In-Possession in any
      proceedings which may be instituted in the Court by
      creditors or other parties during the course of this
      proceeding;

   e. prepare on behalf of the Debtor, necessary petitions,
      answers, orders, reports and other legal papers; and

   f. perform all other legal services for the Debtor which may
      be necessary.

Raymond C. Stilwell will be paid at the hourly rate of $295.

Raymond C. Stilwell will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Raymond C. Stilwell, partner of the Law Offices Of Raymond C.
Stilwell, 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.

Raymond C. Stilwell can be reached at:

     Raymond C. Stilwell, Esq.
     LAW OFFICES OF RAYMOND C. STILWELL
     4476 Main Street, Suite 120
     Amherst, NY 14226
     Tel: (716) 634-8307
     E-mail: rcstilwell@roadrunner.com

                    About Jimlyn Enterprises

Jimlyn Enterprises, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 19-20309) on April 4, 2019, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Raymond C. Stilwell, Esq., at the Law Offices Of
Raymond C. Stilwell.


JTRL LLC: Seeks to Hire Three Rivers Commercial as Broker
---------------------------------------------------------
JTRL, LLC seeks authority from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to employ a real estate broker.

In an application filed in court, the Debtor proposes to employ
Three Rivers Commercial Advisors, LLC and the firm's real estate
agent, Andreas Kamouyerou, to market for sale its property located
at 850 Ohio River Boulevard, Pittsburgh.

Three Rivers will receive a commission of 6% of the gross sales
price, which may be shared with any broker who participates in the
sale.

Mr. Kamouyerou assured the court that his 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 estate.

The firm can be reached at:

     Andreas Kamouyerou
     Three Rivers Commercial Advisors, LLC
     309 Smithfield Street, Suite 501
     Pittsburgh, PA 15222
     Tel: (412) 535-8050
     Email: andreas.kamouyerou@svn.com

                     About JTRL LLC

JTRL, LLC owns real estate located at 850 Ohio River Boulevard,
Pittsburgh.

JTRL sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017.  In the
petition signed by Joanne Teti, sole member, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000.  Donald R. Calaiaro, Esq., and David Z. Valencik, Esq.,
at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel.


KADMON HOLDINGS: Reports $3.1-Mil. Net Income for First Quarter
---------------------------------------------------------------
Kadmon Holdings, Inc., has filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting net
income attributable to common stockholders of $3.07 million on
$241,000 of total revenue for the three months ended March 31,
2019, compared to a net loss attributable to common stockholders of
$20.93 million on $433,000 of total revenue for the three months
ended March 31, 2018.

Loss from operations for the three months ended March 31, 2019 was
$22.7 million, compared to $17.9 million for the same period in
2018.

Research and development expenses for the three months ended March
31, 2019 were $15.0 million, compared to $9.8 million for the same
period in 2018.  The increase in research and development expenses
was primarily related to the development of KD025, the Company's
most advanced product candidate, as well as the development of
KD045 and KD033.

Selling, general and administrative expenses for the three months
ended March 31, 2019 were $7.9 million, compared to $8.3 million
for the same period in 2018.

As of March 31, 2019, Kadmon Holdings had $198.23 million in total
assets, $75.02 million in total liabilities, and $123.20 million in
total stockholders' equity.

At March 31, 2019, Kadmon's cash and cash equivalents totaled $99.4
million, compared to $94.7 million at Dec. 31, 2018.  In addition,
as of March 31, 2019, Kadmon maintained approximately 10.7%
ownership of common stock of MeiraGTx Holdings plc, a
publicly-traded (Nasdaq: MGTX), clinical-stage gene therapy
company.

The Company had an accumulated deficit of $266.6 million and
working capital of $77.1 million at March 31, 2019.  The Company
entered into a Sales Agreement with Cantor Fitzgerald & Co. in
August 2017 under which the Company may sell up to $40.0 million in
shares of its common stock in one or more placements at prevailing
market prices for its common stock.  Any such sales would be
effected pursuant to the Company's registration statement on Form
S-3, declared effective by the SEC on Jan. 10, 2018.  As of Dec.
31, 2018, the Company had not sold any shares of common stock under
the ATM Offering.  In January 2019, the Company sold 13,778,705
shares of common stock at a weighted average price of $2.17 per
share through the ATM Offering and received total gross proceeds of
$29.9 million ($29.0 million net of $0.9 million of commissions
payable by the Company).  In April 2019, the Company sold 2,538,100
shares of common stock at a price of $2.70 per share through the
ATM Offering and received total gross proceeds of $6.9 million
($6.7 million net of $0.2 million of commissions payable by the
Company).  The Company's existing cash and cash equivalents are
expected to enable it to advance its planned Phase 2 clinical
studies for KD025 and advance certain of its other pipeline product
candidates and provide for other working capital purposes.

Management's plans include continuing to finance operations through
the issuance of additional equity securities and expanding the
commercial portfolio through the development of the current
pipeline or through strategic collaborations.  Any transactions
which occur may contain covenants that restrict the ability of
management to operate the business or may have rights, preferences
or privileges senior to the Company's common stock and may dilute
current stockholders of the Company.

                        Going Concern

The Company has not established a source of revenues sufficient to
cover its operating costs, and as such, has been dependent on
funding operations through the issuance of debt and sale of equity
securities.  Since inception, the Company has experienced
significant loses and incurred negative cash flows from operations.
The Company expects to incur further losses over the next several
years as it develops its business.  The Company has spent, and
expects to continue to spend, a substantial amount of funds in
connection with implementing its business strategy, including its
planned product development efforts, preparation for its planned
clinical trials, performance of clinical trials and its research
and discovery efforts.

The Company said its cash and cash equivalents are not expected to
be sufficient to enable the Company to meet its long-term expected
plans, including commercialization of clinical pipeline products,
if approved, or initiation or completion of future registrational
studies.  The Company has no commitments for any additional
financing and may not be successful in its efforts to raise
additional funds or achieve profitable operations, and there can be
no assurance that additional financing will be available to the
Company on commercially acceptable terms or at all.  Any amounts
raised will be used for further development of the Company's
product candidates, for marketing and promotion, to secure
additional property and equipment and for other working capital
purposes.

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

                      https://is.gd/XM9aCi

                         Business Update

Kadmon Holdings provided a business update for the first quarter of
2019.

"The advancement of KD025 for the treatment of cGVHD continues to
be Kadmon's key priority.  We recently held a Type B Breakthrough
Therapy meeting with the FDA and remain aligned with the Agency on
our registration study design and the broader data package to
support a potential New Drug Application," said Harlan W. Waksal,
M.D., president and CEO at Kadmon.  "We are pleased with the
enrollment progress in our ongoing registration study and are on
track to complete enrollment in the second half of 2019. By the end
of this year, following completion of enrollment, we expect to
share guidance on the initial analysis of our registration trial
and our regulatory pathway."

Dr. Waksal continued, "Since the start of 2019, we have added three
new directors to our Board and appointed a new CFO to further
expand our strategic capabilities.  Kadmon has the leadership and
capital resources in place to continue the advancement of our
pipeline of product candidates for major unmet medical needs."

2019 Anticipated Key Clinical Milestones:

KD025

  * Complete enrollment in registration trial of KD025 in chronic
    graft-versus-host disease (cGVHD) in 2H 2019

  * Provide guidance on initial analysis of registration trial
    and regulatory pathway of KD025 in cGVHD in 2H 2019

  * Initiate double-blind, placebo-controlled Phase 2 clinical
    trial of KD025 in systemic sclerosis (scleroderma) in 2Q 2019

KD045

   * Initiate clinical trial of KD045, Kadmon's next-generation
     pan-ROCK inhibitor for the treatment of fibrotic diseases,
     in 2H 2019

KD033

   * Initiate clinical trial of KD033, Kadmon's anti-PD-L1/IL-15   

     fusion protein for immuno-oncology, in 2H 2019

KD034

  * Continue dialogue with the U.S. Food and Drug Administration
   (FDA) regarding its review and approval of KD034, Kadmon's
    generic trientine hydrochloride drug candidates, for the
    treatment of Wilson's disease

Recent Business Highlights

Kadmon strengthened its leadership team with the naming of three
new members of the Board of Directors and the addition of a key
executive:

   * David E. Cohen, M.D., MPH, was appointed to the Board of
     Directors in February 2019.  Dr. Cohen is the Charles C. and
     Dorothea E. Harris Professor of Dermatology at New York
     University School of Medicine, where he also serves as Chief
     of Allergy and Contact Dermatitis, Vice Chairman of Clinical
     Affairs, and Director of Occupational and Environmental
     Dermatology.

   * Arthur Kirsch has been nominated to stand for election to
     the Board of Directors at the 2019 Annual Meeting of
     Stockholders to be held on May 15, 2019.  Mr. Kirsch has
     more than 40 years of experience leading global healthcare
     research and investment banking operations, including his
     current role as Senior Advisor and Head of Healthcare at GCA
     Global, an investment bank.

   * Cynthia Schwalm was appointed to the Board of Directors in
     January 2019.  Ms. Schwalm has extensive pharmaceutical
     industry experience, having held management roles at Johnson
     & Johnson, Amgen and Eisai, and most recently served as
     President and CEO of Ipsen North America.

   * Steven Meehan was named executive vice president, chief
     financial officer in February 2019.  Mr. Meehan, who has
     served as a member of the Board of Directors at Kadmon since
     2017, has over 25 years of financial leadership experience
     spanning corporate strategy, mergers and acquisitions,
     capital raising and financial planning and analysis.

                     About Kadmon Holdings

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

Kadmon reported a net loss attributable to common stockholders of
$56.26 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common stockholders of $81.69 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$144.66 million in total assets, $56.25 million in total
liabilities, and $88.41 million in total stockholders' equity.

BDO USA, LLP, in New York, the Company's auditor since 2010, issued
a "going concern" opinion in its report on the consolidated
financial statements for the year ended Dec. 31, 2018, stating that
the Company has incurred recurring losses from operations and
expects such losses to continue in the future. Additionally, the
Company's debt agreement is subject to covenants that could
accelerate the repayment of that debt if breached.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


KENMETAL LLC: June 18 Plan Confirmation Hearing
-----------------------------------------------
The hearing at which the Court will determine whether to confirm
the Chapter 11 Plan of Kenmetal, LLC, will take place on June 18,
2019 at 11:00 a.m. (E.S.T.) at the Richard Russell Federal
Building, 75 Ted Turner Drive, Atlanta, Georgia, 30303, Courtroom
1402.

Class 3B - General Unsecured Claims are impaired with claim
$527,170.52. All Allowed Unsecured Claims not separately classified
shall be paid 100% of each Allowed Claim with regular quarterly
payments beginning the first Business Day of the month, 30 days
following the Effective Date. Holders of Allowed Unsecured Claims
not separately classified under the Plan shall receive payments in
cash in an amount equal to one hundred (100%) percent of each
holder’s Allowed Unsecured Claim plus interest accruing at the
rate of 5.0% APR payable in quarterly payments beginning the first
Business Day of the month thirty (30) days following the Effective
Date until the earlier of (a) five (5) years after the Effective
Date, or (b) until the Allowed Unsecured Claims is paid in full
plus interest at the rate of 5.0% APR.

All payments under the Plan which are due on the Effective Date
will be funded from the Cash on hand, and operating revenues.

The funds necessary to ensure continuing performance under the Plan
after the Effective Date will be (or may be) obtained from:

   (a) any and all remaining Cash retained by the Reorganized
Debtor after the Effective Date;

   (b) Cash generated from the post-Effective Date operations of
the reorganized Debtor; and

   (c) any other contributions or financing (if any) which the
Reorganized Debtor may obtain on or after the Effective Date.

A full-text copy of the Disclosure Statement dated April 29, 2019,
is available at https://tinyurl.com/y4etbuts from PacerMonitor.com
at no charge.

                    About Kenmetal LLC

Kenmetal, LLC, operates a 50-bed skilled nursing facility known as
the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma.

Kenmetal sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018.  In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets and liabilities of less than $10 million.
The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N.
Stapleton, P.C., as counsel.


KEYSTONE FILLER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Keystone Filler and Mfg. Co.
        214 Railroad Street
        Muncy, PA 17756

Business Description: Keystone Filler and Mfg. Co. manufactures
                      carbon-based products made from finely-
                      ground coal.

Chapter 11 Petition Date: May 9, 2019

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Case No.: 19-02014

Judge: Hon. Robert N. Opel II

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  E-mail: rec@cclawpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David W. Pfleegor, II, authorized
representative.

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

     http://bankrupt.com/misc/pamb19-02014_creditors.pdf

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

          http://bankrupt.com/misc/pamb19-02014.pdf


KLC SAN DIEGO: VHP Objects to Disclosure Statement
--------------------------------------------------
Village Hillcrest Partners, LP, files the following comments to KLC
San Diego Enterprises,  in connection with the Court's informal
review of the Debtor's Disclosure Statement and Plan of
Reorganization.

According to VHP, based upon the facts and circumstances
surrounding the filing of the petition, Debtor filed this case for
the sole purpose of taking advantage of the Section 502(b)(6) cap,
as such, VHP submits that the petition was filed in bad faith
because this case is a two-party dispute capable of prompt
adjudication in state Court and Debtor lacks the ability to propose
a confirmable plan short of proposing to pay VHP's claims in full
on the effective date.

VHP complains based to the Disclosure Statement, classes 1-6 and
8-11 are impaired and classes 7 and 12 are unimpaired, however,
only class 2, which consists of VHP's claims, is impaired. VHP
asserts, therefore, the Debtor cannot confirm a plan over VHP's
objection because it cannot satisfy Section 1129(a)(10).

VHP's claims are classified as a class 2 "claim," despite VHP being
the holder of two claims. VHP points out that the Debtor proposes
to pay VHP's claims over approximately 48-56 months in $9,000
monthly installments, the Plan does not propose to pay interest on
VHP's claims.

VHP further points out that there was no Exhibit 4 attached to the
Disclosure Statement and the Debtor otherwise fails to offer
adequate evidence to support a finding of feasibility, as such, the
Plan fails to comply with Section 1129(a)(11) and cannot be
confirmed.

VHP complains that the Debtor proposes to pay VHP's claims,
totaling no more than approximately $498,000, over approximately
48-56 months in $9,000 monthly installments, the Plan does not
propose to pay interest on VHP's claims, therefore, the Plan
violates the absolute priority rule.

Attorneys for Village Hillcrest Partners, LP:

     William G. Malcolm, Esq.
     Nathan F. Smith, Esq.
     Malcolm * Cisneros, A Law Corporation
     2112 Business Center Drive
     Irvine, CA 92612
     Phone: (949) 252-9400
     Fax: (949) 252-1032
     Email: nathan@mclaw.org

              About KLC San Diego Enterprises

KLC San Diego Enterprises, Inc., filed its Articles of
Incorporation in California on May 18, 2000, according to public
records filed with the California Secretary of State.  It operates
in the offices of real estate agents and brokers industry.

KLC San Diego Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Cal. Case No. 18-07336) on Dec. 11,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.
The case has been assigned to Judge Christopher B. Latham.  Curry
Advisors is the Debtor's counsel.


KWIKPRINT MANUFACTURING: Seeks to Hire Jason A. Burgess as Counsel
------------------------------------------------------------------
The Kwikprint Manufacturing Company, Inc. seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
The Law Offices of Jason A. Burgess, LLC as its legal counsel.

The professional services that Jason A. Burgess will render are:

     a. advise the Debtor of its powers and duties in the continued
management of its business;

     b. advise the Debtor of its responsibilities in complying with
the U.S. trustee's operating guidelines and reporting requirements
and with the local rules of the bankruptcy court;

     c. prepare a plan of reorganization and other court documents
necessary to administer the Debtor's Chapter 11 case;

     d. protect the interest of the Debtor in all matters pending
before the court; and

     e. represent the Debtor in negotiations with its creditors in
the preparation of a plan.

Jason Burgess, Esq., the firm's attorney who will be handling the
case, will charge $335 per hour for his services. Paralegal
services will be billed at $75 per hour.

Mr. Burgess attests that he and his firm are disinterested persons
within the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jason A. Burgess
     The Law Offices of Jason A. Burgess, LLC
     1855 Mayport Road
     Atlantic Beach, FL 32233
     Phone: (904) 372-4791
     Fax: (904) 372-4994

                  About The Kwikprint Manufacturing Company Inc.

The Kwikprint Manufacturing Company, Inc. specializes in
manufacturing hot foil stamping machines, logo printing and all
other types of stamping and printing equipment.

Bases in Jacksonville, Fla., Kwikprint Manufacturing Company filed
a voluntary Chapter 11 petition  (Bankr. M.D. Fla. Case No.
19-01585) on April 26, 2019.  At the time of the filing, the Debtor
had estimated assets of less than $1 million and liabilities of
less than $1 million.  Jason A. Burgess, Esq., at The Law Offices
of Jason A. Burgess, LLC, represents the Debtor as counsel.


LABORATORIO ACROPOLIS: Case Summary & 19 Unsecured Creditors
------------------------------------------------------------
Debtor: Laboratorio Acropolis, Inc.
        PMB 200 PO Box 30500
        Manati, PR 00674

Business Description: Laboratorio Acropolis, Inc. was incorporated
                      in 2004 to purchase as a going concern a
                      business named "Laboratorio Acropolis," a
                      provider of clinical laboratory services.
                      The Company previously sought bankruptcy
                      protection on June 9, 2016 (Bankr. D.P.R.
                      Case No. 16-04609).

Chapter 11 Petition Date: May 8, 2019

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Case No.: 19-02601

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Gloria Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  8 Calle A Ramirez Silva
                  Mayaguez, PR 00680
                  Tel: 787 831-2577
                  Fax: 787 805-7350
                  Email: justinianolaw@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rebeca Daniel Leduc, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at:

          http://bankrupt.com/misc/prb19-02601.pdf


LAKEVIEW TOWERS: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: Lakeview Towers LLC
        Attn: Rick Downs, VTT Management Inc.
        100 Concord Street, Suite 3E
        Framingham, MA 01702

Business Description: Lakeview Towers LLC is a privately held
                      company primarily engaged in renting and
                      leasing real estate properties.

Chapter 11 Petition Date: May 8, 2019

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Case No.: 19-11867

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  FELLERS SNIDER
                  100 N. Broadway Ave., Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  E-mail: smoriarty@fellerssnider.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vaios Theodorakos, member.

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

        http://bankrupt.com/misc/okwb19-11867.pdf

List of Debtor's 12 Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Arbor Commercial Funding, LLC                          Unknown
2801 Wehrle Drive, Suite 7
Williamsville, NY 14221

2. LUSA OKC LLC dba                                          $850
LandscapesUSA
11849 Rim Rock Trail
Austin, TX 78737

3. Mansell, Engel & Cole                                       $0
204 N Robinson Ave, 21st floor
Oklahoma City, OK 73102

4. Melissa Geis                                               $94
Price Edwards & Company
210 Park Avenue, Suite 700
Oklahoma City, OK 73102

5. Nix Lumber and                                             $92
Hardware Inc.
5117 NW 10th Street
Oklahoma City, OK 73127

6. Oklahoma Gas &                                            $800
Electric Company
PO Box 24990
Oklahoma City, OK 73124-0990

7. Price Edwards & Company                                 $8,000
Attn: Tana Mundinger, Controller
210 Park Avenue, Suite 700
Oklahoma City, OK 73102

8. Republic Services                                       $1,941
7540 SW 59th Street
Oklahoma City, OK 73179

9. Signal 88, LLC                                          $1,497
PO Box 8246
Omaha, NE 68108

10. Techsico Enterprise Solutions                             $90
910 S. Hudson Ave.
Tulsa, OK 74112

11. VTT Holdings LLC                   Loans           $3,000,000
Attn: Rick Downs
100 Concord Street, Suite 3E
Framingham, MA 01702

12. VTT Management Inc.                                        $0
Attn: Rick Downs
100 Concord Street, Suite 3E
Framingham, MA 01702


LIQUI-BOX HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Liqui-Box Holdings Inc. (Liqui-Box), with a stable outlook.

Liqui-Box has recently agreed to purchase the plastics division of
DS Smith Plc.  The company's financial sponsor and current owner,
Olympus Partners, will fund the transaction in part with a proposed
$530 million senior term loan due 2026. Olympus Partners will also
establish a new $75 million revolving credit facility due 2024.

Meanwhile, S&P assigned its 'B' issue-level rating with its '3'
recovery rating to the proposed senior revolving credit facility
and senior term loan. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery of principal in the event of a payment default.

The 'B' issuer credit rating on Liqui-Box incorporates S&P's
assessment of its operations in the niche flexible and reusable
packaging markets and narrow product focus, partially offset by its
presence in noncyclical end-markets including beverage, food, and
household products. The company has moderate geographic diversity
with more than two-thirds of sales from the U.S. Liqui-Box is the
sole flexible packaging supplier for many blue-chip customers and
has leading market positions in many of its primary end-markets,
with substantial demand exposure to quick service restaurants. Its
razor/razorblade model drives long-term customer relationships as
the company sells and leases equipment to customers along with
multiyear contracts for the supply of bags and fitments. This model
supports the stability of and increases the transparency in
earnings for the installed base on machines.

The stable outlook on Liqui-Box reflects S&P's expectation for
relatively favorable end-market conditions, driven by stable
economic growth and healthy demand from quick service restaurants,
which will allow the company to improve profitability and reduce
leverage. S&P expects leverage to be about 6.0x in 2019 and improve
further due to healthy organic growth, materialization of
synergies, and favorable demand trends supported by a continued
shift toward flexible packaging.

"We could lower our rating on Liqui-Box by one notch if it
experiences difficulty realizing synergies associated with the
integration of the two businesses," S&P said, adding that it could
also consider a downgrade if the company's operating performance
declines, potentially due to lower demand for flexible packaging,
the loss of key customers, or an inability to pass along higher raw
material costs such that it sustains an adjusted debt-to-EBITDA
ratio of more than 6.5x. S&P said it could also lower its rating if
the company pursues debt-financed acquisitions or shareholder
returns that increase the company's leverage to more than 6.5x on a
sustained basis.

"Although unlikely over the next 12 months, we could raise our
rating by one notch if we expect the company's adjusted
debt-to-EBITDA ratio will remain less than 5x on a sustained basis,
inclusive of potential future debt-funded acquisitions and
shareholder-friendly activities, and we believe the company is
committed to maintaining financial policies that will support this
improved level of leverage," S&P said.


LUNAR ENTERTAINMENT: Seeks to Hire Jason A. Burgess as Counsel
--------------------------------------------------------------
Lunar Entertainment Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ The
Law Offices of Jason A. Burgess, LLC, as counsel to the Debtor.

Florida New Life requires Jason A. Burgess to:

   a. give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continued management
      of its business;

   b. advise the Debtor with respect to its responsibilities in
      complying with the US Trustee's Operating Guidelines and
      Reporting Requirements and with the Local Rules of this
      Court;

   c. prepare motions, pleadings, orders, applications,
      disclosure statements, plans of reorganization, commence
      adversary proceedings, and prepare other such legal
      documents necessary in the administration of this case;

   d. protect the interest of the Debtor in all matters pending
      before the Court; and

   e. represent the Debtor in negotiations with their creditors
      and in preparation of the disclosure statement and plan of
      reorganization.

Jason A. Burgess will be paid at these hourly rates:

         Attorneys           $335
         Associate           $200
         Paralegals           $75

The Debtor paid Jason A. Burgess $9,217, and $1,717 filing fee.

Jason A. Burgess will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Jason A. Burgess, partner of The Law Offices of Jason A. Burgess,
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.

Jason A. Burgess can be reached at:

     Jason A. Burgess, Esq.
     THE LAW OFFICES OF JASON A. BURGESS, LLC
     1855 Mayport Road
     Atlantic Beach, FL 32233
     Tel: (904) 372-4791
     Fax: (904) 853-6932

                 About Lunar Entertainment Center

Lunar Entertainment Center, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 19-02710) on April 24, 2019,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by Jason A. Burgess, Esq., at The Law Offices
of Jason A. Burgess, LLC.



MANNKIND CORP: Incurs $14.9 Million Net Loss in First Quarter
-------------------------------------------------------------
MannKind Corporation filed on May 7, 2019, its Quarterly Report
with the U.S. Securities and Exchange Commission reporting a net
loss of $14.88 million on $17.44 million of total revenus for the
three months ended March 31, 2019, compared to a net loss of $30.38
million on $3.46 million of total revenues for the three months
ended March 31, 2018.  The lower net loss is mainly attributable to
a $14.0 million increase in total revenues.

As of March 31, 2019, the Company had $100.96 million in total
assets, $288.96 million in total liabilities, and a total
stockholders' deficit of $188 million.

"In the first quarter of 2019, we executed against the United
Therapeutics License and Collaboration agreement, achieving the
first of four milestone payments of $12.5 million.  We also
continued to grow Afrezza net revenue by 49% compared to 1Q 2018
and we released new clinical data at scientific meetings that
continue to differentiate Afrezza from other rapid acting
insulins," said Michael Castagna, chief executive officer of
MannKind Corporation.

Total revenues were $17.4 million for the first quarter of 2019,
reflecting Afrezza net revenue of $5.1 million and collaboration
and services revenue of $12.4 million.  Afrezza net revenue
increased 49% compared to $3.4 million in the first quarter of
2018, primarily driven by higher product demand, a more favorable
mix of cartridges and price.  Collaboration and services revenue
increased $12.4 million, primarily due to the United Therapeutics
licensing and research agreements.

Afrezza cost of goods sold was $4.0 million for the first quarters
of both 2019 and 2018.  Afrezza gross profit for the first quarter
of 2019 was $1.1 million, the second consecutive quarter that gross
profit was recognized for Afrezza.  Afrezza gross profit for the
first quarter of 2018 was negative $0.6 million.  The increase was
primarily driven by higher Afrezza sales.

Research and development expenses for the first quarter of 2019
were $1.7 million compared to $2.6 million for the first quarter of
2018.  This 37% decrease was primarily attributable to $0.4 million
decreases in both lower clinical trial spending and lower personnel
costs.

Selling, general and administrative expenses for the first quarter
of 2019 were $25.7 million compared to $20.6 million for the first
quarter of 2018.  This 25% increase was primarily due to $9.3
million spent on direct-to-consumer television advertising offset
by a $1.2 million decrease in personnel costs, a $0.9 million
decrease in stock-based compensation expense, and a $0.7 million
decrease in professional fees.

Interest expense on notes (facility financing obligation and senior
convertible notes) for the first quarter of 2019 was $0.6 million
compared to $1.8 million for the first quarter of 2018. This $1.2
million decrease was primarily due to a reduction in debt principal
balances.

Cash, cash equivalents, restricted cash, and short-term investments
at March 31, 2019 was $59.8 million compared to $71.7 million at
Dec. 31, 2018.  The decrease was primarily due to net cash used in
operating activities of $11.6 million in the first quarter of 2019,
which included the receipt of a $12.5 million milestone payment
from United Therapeutics.

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

                        https://is.gd/e1pdbe

                         About MannKind Corp

MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com/
-- focuses on the development and commercialization of inhaled
therapeutic products for patients with diseases such as diabetes
and pulmonary arterial hypertension.  MannKind is currently
commercializing Afrezza (insulin human) Inhalation Powder, the
Company's first FDA-approved product and the only inhaled
rapid-acting mealtime insulin in the United States, where it is
available by prescription from pharmacies nationwide.  MannKind is
headquartered in Westlake Village, California, and has a
state-of-the art manufacturing facility in Danbury, Connecticut.
The Company also employs field sales and medical representatives
across the U.S.

MannKind incurred a net loss of $86.97 million in 2018, following a
net loss of $117.33 million in 2017.

Deloitte & Touche LLP, in Los Angeles, California, issued a "going
concern" qualification in its report dated Feb. 26, 2019, on the
Company's consolidated financial statements for the year ended Dec.
31, 2019, citing that the Company's available cash resources and
continuing cash needs raise substantial doubt about its ability to
continue as a going concern.


MCCLATCHY CO: Reports $42 Million Net Loss for First Quarter
------------------------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission on May 10, 2019, its Quarterly Report on Form 10-Q
disclosing a net loss of $41.95 million on $180.32 million of net
revenues for the three months ended March 31, 2019, compared to a
net loss of $38.94 million on $198.85 million of net revenues for
the three months ended March 31, 2018.

The trend in adjusted earnings before interest, taxes, depreciation
and amortization (EBITDA) excluding the impact of real estate gains
recorded in the first quarter of 2018, improved sequentially to
down 5.7% from the down 8.2% rate in the fourth quarter of 2018 and
was the Company's best performance in this key metric in three
years.  Adjusted EBITDA was $16.4 million in the first quarter of
2019.

"The first quarter adjusted EBITDA marks the second consecutive
quarter of improving trends in operating results," said Craig
Forman, McClatchy's president and CEO.  "This reflects our
discipline in controlling costs while we make strategic investments
in our digital transformation."

The first quarter of 2019 marks the company's twelfth consecutive
quarter of growth in digital subscriptions, and the most
significant year-over-year growth in that time.  When coupled with
the Company's combination print/digital subscriptions, where
customers have activated their digital products, total paid digital
customer relationships were at 474,400 at the end of the first
quarter of 2019, up 34% from 353,900 a year earlier.
"Our focus on paid digital subscriber growth is a key performance
measure in our continuing digital transformation and a contributor
to improving our audience revenue trend this quarter," said Forman.
"We have tightened our paywalls, improved our ability to convert
viewers to paid subscribers and sharpened our targeting for our
digital products.  As a result, we achieved nearly 60% growth in
digital-only subscriptions, reaching 179,100 at the end of the
first quarter of 2019."

Forman added, "We continue to be strategic and resolved in taking
costs out of the business while making key investments to boost
revenue generation.  During the quarter we invested in our digital
advertising team, adding new leaders to our functional organization
structure with a dedicated focus on our customers to drive digital
revenue and create new efficiencies.

"We are excited by the improvements we are seeing in our business
and we remain firm in our commitment to independent local
journalism in the public interest.  In this regard we had a very
strong quarter capped by award-winning reporting and commentary in
our markets from Kansas City to Miami to the Carolinas and
California."

                   Liquidity and Capital Resources

As of March 31, 2019, McClatchy had $1.30 billion in total assets,
$173.79 million in current liabilities, $1.48 billion in
non-current liabilities, and shareholders' deficit of $360.65
million.

The Company's cash and cash equivalents were $17.4 million as of
March 31, 2019, compared to $20.0 million and $21.9 million as of
April 1, 2018, and Dec. 30, 2018, respectively.

The Company used $5.7 million of cash from operating activities in
the three months ended March 31, 2019, compared to generating $18.2
million in the three months ended April 1, 2018.  In the first
quarter of 2019, the Company had interest payments of $28.3 million
compared to $10.6 million in the same period in 2018.  The
remaining changes in operating activities relate to miscellaneous
timing differences in various payments and receipts.

The Company made no cash contributions to the Pension Plan during
the first three months of 2019 or 2018.  During the fourth quarter
of 2019, the Company expects to make a required pension
contribution under the Employee Retirement Income Security Act of
approximately $3.0 million and the Company expects to have material
contributions in the future.  The Company will seek relief that is
allowed under existing ERISA regulations and/or other legislative
relief to mitigate the impact of these expected required
contributions.

The Company used $0.2 million of cash from investing activities in
the three months ended March 31, 2019, primarily for the purchase
property, plant and equipment.  The Company expects total capital
expenditures for the full year of 2019 to range from approximately
$6.0 million to $10.0 million.

The Company generated $1.1 million of cash from investing
activities in the three months ended April 1, 2018.  The Company
received proceeds from the sale of PP&E of $3.7 million, partially
offset by the purchase of PP&E for $2.1 million and contributions
to equity investments of $0.5 million.

The Company used $0.6 million of cash for financing activities in
the three months ended March 31, 2019, compared to using $98.7
million in the three months ended April 1, 2018.  During the three
months ended April 1, 2018, the Company repurchased or redeemed
$95.0 million principal amount of its 9.00% Notes, for $99.3
million in cash.

For the foreseeable future, McClatchy expects that most of its cash
and cash equivalents, and its cash generated from operations will
be used to (i) repay debt, (ii) pay income taxes, (iii) fund its
capital expenditures, (iv) invest in new revenue initiatives,
digital investments and enterprise-wide operating systems, (v) make
required contributions to the Pension Plan, and (vi) for other
corporate uses as determined by management and its Board of
Directors.  As of March 31, 2019, the Company had approximately
$745.1 million in total aggregate principal amount of debt
outstanding, consisting of $304.7 million of its 2026 Notes, $14.9
million of its Debentures, $157.1 million of its Junior Term Loan
and $268.4 million of its 2031 Notes.  As of March 31, 2019, the
Company was not permitted to incur additional pari passu
obligations under the limitation on indebtedness incurrence test as
defined in the 2026 Notes Indenture.

McClatchy said, "We expect to continue to opportunistically
repurchase or restructure our debt from time to time if market
conditions are favorable, whether through privately negotiated
repurchases of debt using cash from operations, or other types of
tender offers or exchange offers or other means.  We may refinance
or restructure a significant portion of this debt prior to the
scheduled maturity of such debt.  However, we may not be able to do
so on terms favorable to us or at all.  We will be required to
redeem the 2026 Notes from the net cash proceeds of certain asset
dispositions and from a portion of our excess cash flow (as defined
in the 2026 Notes Indenture).  In April 2019, we redeemed $4.6
million principal amount of our 2026 Notes in accordance with this
provision.

"We believe that our cash from operations is sufficient to satisfy
our liquidity needs over the next 12 months, while maintaining
adequate cash and cash equivalents to fund our operations."

First Quarter Results

Total revenues in the first quarter of 2019 were $180.3 million,
down 9.3% compared to the first quarter of 2018, unchanged from the
decline reported for the full-year 2018, and is an improvement from
the 10.1% decline reported in the first quarter of 2018.

Total advertising revenues were $85.2 million, down 14.7% in the
first quarter of 2019 compared to the first quarter of 2018.  The
rate of decline in total advertising revenue improved by 200 basis
points compared to the first quarter of 2018 reported decline of
16.7%.

Total digital and digital-only advertising revenues surpassed print
newspaper advertising revenues in the first quarter of 2019.
Digital-only advertising revenues in the first quarter of 2019 were
down 5.2% and total digital advertising revenues were down 5.8%
over the same period in 2018.  The decline in digital-only
advertising reflected lower audience traffic compared to the first
quarter of 2018, the result of a softer news cycle generating fewer
page views compared to last year, a strategic tightening of website
paywalls that accelerated paid digital subscriptions and, to a
lesser extent, a change in algorithms by a large platform company
in the last half of 2018 that impacted McClatchy and the rest of
the industry.

Direct marketing advertising revenues declined 26.1% in the first
quarter of 2019 compared to the first quarter of 2018.
Audience revenues were $83.1 million, down 3.7% in the first
quarter of 2019 compared to a decline of 5.6% in the same period in
2018 versus 2017.  The rate of decline in the first quarter of 2019
is also a sequential improvement to both the fourth quarter and
full-year 2018 trends.  Audience revenues accounted for a record
46.1% of total revenues in the first quarter of 2019.

Digital audience revenues were up 9.4% for the first quarter of
2019 compared to the same period last year.  The company reported
growth of 34%, to 474,400, of total digital subscribers, defined as
digital-only subscribers and digital subscriptions activated by
combined print/digital customers, compared to the first quarter of
2018.  Digital-only audience revenues associated with digital-only
subscriptions were up 50.4% and the number of digital-only
subscribers ended the quarter at 179,100, representing an increase
of 59.6% from the first quarter of 2018.

Digital-only subscriptions have grown for twelve consecutive
quarters, with growth of 15.2% in the first quarter 2019 compared
to the fourth quarter of 2018.

Average monthly total unique visitors to the company's online
products were 58.0 million in the first quarter of 2019.

Adjusted net loss, which excludes the items above, was $21.5
million compared to adjusted net loss of $18.0 million in the first
quarter of 2018.

Operating expenses were down 7.0%, while adjusted operating
expenses were down 8.1%.  Excluding the impact of real estate gains
offsetting expenses in the first quarter of 2018, operating
expenses were down 8.4% and adjusted operating expenses were down
9.7%.

Adjusted EBITDA was $16.4 million in the first quarter of 2019,
down 5.7% when excluding real estate gains from the first quarter
of 2018 and were down 19.9% with gains on real estate sales
included in the 2018 results.

Other First Quarter Business and Recent Highlights

Real Estate Activity:

On April 26, 2019 the company completed the sale of a small
distribution center in Miami, FL. and expects to complete another
sale of real property that will allow it to reduce first lien debt
by approximately $32 million by the end of the second quarter of
2019.

Debt and Liquidity:

As of March 31, 2019, the Company's principal debt outstanding was
$745.1 million.  The Company finished the quarter with $17.4
million in cash, resulting in net debt of $727.7 million.  On March
20, 2019, the company, through a partial redemption, called $4.6
million of its 9.0% senior secured notes due 2026 at par in
accordance with its mandatory excess cash flow redemption.  The
redemption was finalized on April 5, 2019, subsequent to the end of
the first quarter.  Proforma for the second quarter subsequent
redemptions, principal debt outstanding would be approximately $708
million.

As of the end of the first quarter the company had $42.2 million of
total borrowing capacity under its Asset Backed Loan (ABL) Credit
Facility, and no amounts were outstanding under the ABL.
As a result of the early retirement incentive program the company
remeasured its pension plan assets and obligations as of March 22,
2019.  As a result, the unfunded pension obligation improved nearly
$13 million, from $548.2 million at the end of fiscal 2018 to
$535.3 million at the end of the first quarter of 2019.

Journalism Highlights:

McClatchy newsrooms across its 30 markets continued to produce
extraordinary local journalism.  Two newsrooms were finalists in
this year's coveted Pulitzer Prize: the Miami Herald was cited for
it work on 'Dirty Gold, Clean Cash', and The Kansas City Star's
Melinda Henneberger was recognized for her opinion writing.  Julie
K. Brown's investigative series, "Perversion of Justice" for the
Miami Herald, won prestigious journalism awards -- a George Polk
Award, the Anthony Shadid Award for Journalism Ethics and a Hillman
Prize from the Sidney Hillman Foundation. And McClatchy honored the
accomplishments of ten of its newsrooms in its annual President's
Awards, which celebrates the work of journalists who focused on
local accountability journalism that safeguarded the most
vulnerable in their communities and led to needed reforms.

Outlook

In full-year 2019 management expects to see growth in total digital
revenues, which include both advertising and audience digital
revenues.  Digital subscribers are expected to continue to grow and
largely offset continuing declines in print circulation, resulting
in low single-digit total audience revenue declines for the
full-year 2019.

Management expects digital-only advertising to improve in the
second half of the year and total digital and digital-only
advertising revenues to surpass newspaper print advertising in each
quarter and for the full-year 2019 as print advertising becomes a
smaller percent of total revenues.  While product offerings and
collaboration efforts in digital advertising have steadily grown,
management will continue to adjust news and advertising content,
paywall strategies and our advertising and audience revenue mix as
we pursue the best experience for our digital customers.

Management plans to be persistent in reducing GAAP and adjusted
operating expenses and will continue to monitor costs over the next
three quarters to align expense and revenue performance, while
making additional investments in its news and sales organization.

Management is restructuring and further consolidating functions
within its advertising division and expects the changes to result
in savings in the mid-to-high single digit millions of dollars in
2019.  Management also expects its realignment to improve revenue
generation.  As previously reported, management completed a
voluntary early retirement incentive program that was implemented
in the first quarter and is expected to result in savings of
approximately $12 million in 2019.

Proceeds from asset sales and free cash flow are expected to be
used to reduce debt and debt service costs throughout 2019.

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

                     https://is.gd/LvpFvn

                       About McClatchy

The McClatchy Company -- http://www.mcclatchy.com/-- operates 30
media companies in 14 states, providing each of its communities
with news and advertising services in a wide array of digital and
print formats.  McClatchy is a publisher of iconic brands such as
the Miami Herald, The Kansas City Star, The Sacramento Bee, The
Charlotte Observer, The (Raleigh) News & Observer, and the (Fort
Worth) Star-Telegram.  McClatchy is headquartered in Sacramento,
Calif., and listed on the New York Stock Exchange American under
the symbol MNI.

McClatchy reporting a net loss of $79.75 million for the year ended
Dec. 30, 2018, compared to a net loss of $332.35 million for the
year ended Dec. 31, 2017.  As of Dec. 30, 2018, the Company had
$1.29 billion in total assets, $180.5 million in current
liabilities, $1.45 billion in non-current liabilities, and a
stockholders' deficit of $341.66 million.

                           *    *    *

In March 2018, S&P Global Ratings lowered its corporate credit
rating on The McClatchy Co. to 'CCC+' from 'B-'.  The rating
outlook is stable.  "The downgrade reflects our view that
McClatchy's capital structure is unsustainable at current leverage
and discretionary cash flow (DCF) levels.  Still, we don't expect a
default to occur during the next 12 months.   McClatchy has no
imminent liquidity concerns, full availability on its $65 million
revolving credit facility due 2019, low capital expenditures, and
it generates positive DCF.

McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating.  In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow.  McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.


MELINTA THERAPEUTICS: Incurs $26.5-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Melinta Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission on May 10, 2019, its Quarterly Report on Form
10-Q reporting a net loss of $26.53 million on $14.08 million of
total revenue for the three months ended March 31, 2019, compared
to a net loss of $29.43 million on $14.84 million of total revenue
for the three months ended March 31, 2018.

As of March 31, 2019, the Company had $470.44 million in total
assets, $293.93 million in total liabilities, and $176.51 million
in total shareholders' equity.

"During the first quarter of 2019, we continued to execute against
a number of strategic initiatives to help streamline operations and
strengthen Melinta's balance sheet, while continuing to advance our
commercial plans and sales efforts," said John H. Johnson, chief
executive officer of Melinta.  "We also recently filed a
supplemental New Drug Application (sNDA) with the U.S. Food and
Drug Administration (FDA) for Baxdela (delafloxacin) for the
treatment of community-acquired bacterial pneumonia (CABP).  We
believe that the potential market opportunity for CABP is
substantial and that, if approved, Baxdela may play a significant
role in the treatment of this life-threatening illness.  We remain
confident in the strength of our long-term strategy to position
Melinta for future success as the largest branded
antibiotics-focused company and are committed to meeting the
growing global threat of antibiotic resistance."

"We are pleased with our swift execution of cost-cutting
initiatives during the first quarter of 2019, which significantly
drove down our operating expenses both on a year-over-year and
quarter-over-quarter basis," said Peter Milligan, chief financial
officer of Melinta.  "We believe that we have the ability to
sustain this disciplined approach to stewardship of financial
resources, which is critical for long-term shareholder value."

Cost of goods sold was $7.4 million and $7.7 million, respectively,
for the first quarter of 2019 and the first quarter of 2018, of
which $4.1 million and $4.7 million was comprised of non-cash
amortization of intangible assets.

Research and development expenses were $5.4 million for the first
quarter of 2019, compared to $16.1 million for the same period in
2018.  R&D expenses decreased primarily as a result of the
completion of the Company's Phase III study for Baxdela in CABP as
well as winding down its early research and discovery programs,
which was completed at the end of March 2019.  Selling, general and
administrative expenses were $25.9 million for the first quarter of
2019, compared to $34.6 million for the same period in 2018.  SG&A
expenses decreased primarily as a result of the cost-cutting
measures the Company initiated in the fourth quarter of 2018.

The Company ended the quarter with $116.9 million of cash and cash
equivalents, which included the $75 million disbursement under the
convertible loan facility with Vatera in February 2019.

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

                     https://is.gd/H8YnoU

                  About Melinta Therapeutics

New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria.  The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.

Melinta reported a net loss available to common shareholders of
$157.19 million for the year ended Dec. 31, 2018, compared to a net
loss available to common shareholders of $78.17 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, Melinta had $441.59
million in total assets, $251.52 million in total liabilities, and
$190.06 million in total shareholders' equity.

Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2018.  The
auditors noted that the Company's recurring losses from operations
and its need to obtain additional capital raise substantial doubt
about its ability to continue as a going concern.


MID-CITIES HOME: Taps LaGesse as Auctioneer
-------------------------------------------
Mid-Cities Home Medical Equipment Co. received approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
LaGesse Auctioneers, LLC as auctioneer and liquidator.

The Debtor tapped the firm to sell its equipment and other tangible
assets through auction, which will be held on May 15 at the
Debtor's warehouse in Grand Prairie, Texas.

LaGesse will receive a 35% commission on the gross proceeds from
the sale. Meanwhile, the firm will receive a 50% commission on the
gross proceeds from the sale of assets removed from the Debtor's
warehouse, transported to the firm's own facility and sold on
consignment.

James LaGesse, auctioneer at LaGesse Auctioneers, assures the court
that his firm is a "disinterested person" as that term is defined
by Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     James LaGesse
     LaGesse Auctioneers, LLC
     2754 Ludelle St.
     Fort Worth, TX 76105
     Phone: 817–413–0160

                About Mid-Cities Home Medical Equipment Co.

Based in Grand Prairie, Texas, Mid-Cities Home Medical Equipment
Co., Inc., dba Homepoint Dme, a retailer of medical supplies and
equipment, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex.
Case No. 19-41232) on March 27, 2019.

At the time of filing, the Debtor had $500,000 to $1 million in
estimated assets and $1 million to $10 million in estimated
liabilities.  The petition was signed by Scott Bays, president.

The Debtor tapped Forshey & Prostok, LLP as its legal counsel.  It
also hired CR3 Partners, LLC and designated William Roberts, a
member of the firm, as its chief restructuring officer.


MONEYGRAM INTERNATIONAL: S&P Rates $245MM Sr. Sec. Facility CCC+
----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' debt rating on MoneyGram
International's proposed $245 million senior secured second-lien
term facility. S&P's recovery rating of '6' indicates its
expectation of negligible (0%) recovery in the event of default.

The company intends to use the proceeds from the offering together
with available working capital to prepay $245 million of debt
outstanding under the first-lien term facility.

The second-lien facility will bear interest of 13% per year, a
portion of which would be payable in kind (PIK) at the company's
option. Of the $245 million second-lien facility, BPC Lending I
LLC, an affiliate of Beach Point Capital Management, will provide
$200 million. The Carlyle Group, or an affiliate, will be
participating in a portion of the second-lien facility.

The closing of the second-lien facility is contingent on MoneyGram
refinancing or extending the maturity date of its existing senior
secured revolving credit facility and senior secured first-lien
term loan facility due 2020. Additionally, upon the closing of the
second-lien facility, the company would issue warrants to lenders
of second lien representing 8%, assuming full conversion of the
company's series D participating convertible preferred stock. The
second-lien facility will mature the earlier of six years after
closing or 12 months after the maturity of the senior secured
first-lien facility.

In S&P's view, this transaction is leverage neutral and does not
affect its issuer credit rating on MoneyGram and senior secured
first-lien term loan rating of 'B'.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a payment default
in 2021, significantly lower money transfer volume, and increased
competition.

-- S&P assumes a reorganization following the default, using an
emergence EBITDA multiple of 4.5x to value the company based, in
part, on the acquisition attempt, which was closer to 6.0x.

Simulated default assumptions

-- Simulated year of default: 2022
-- EBITDA at emergence: $103.9 million
-- EBITDA multiple: 4.5x

Simplified waterfall

-- Net enterprise value (after 5% administrative expenses): $444.0
million
-- Total senior secured debt: $702 million
-- Recovery expectations: 60%
-- Value available to second lien: $0 million
-- Total second-lien debt: $258 million
-- Recovery expectations : 0%

Note: All debt amounts include six months of prepetition interest

  Ratings List
  MoneyGram International

  Issuer Credit Rating                   B/Stable

  New Rating
  MoneyGram International

  Senior Secured
  Proposed US$245 mil 2nd Lien bank ln CCC+
  Recovery Rating                    6(0%)


MONITRONICS INT'L: Moody's Affirms Ca CFR & C Unsec. Notes Rating
-----------------------------------------------------------------
Moody's Investors Service appended a limited default designation to
Monitronics International Inc.'s Probability of Default Rating due
to the expiration, on April 30th, of the 30-day grace period
allowed by lenders after the company missed a scheduled interest
payment on its $585 million senior unsecured notes. Moody's
considers Monitronics' notes as in default. Moody's definition of a
default captures all missed interest and principal payments
according to the original terms of a contractual obligation.

All of Monitronics other ratings, including its Ca Corporate Family
Rating, SGL-4 Speculative Grade Liquidity Rating and individual
instrument ratings, have been affirmed. The outlook remains
negative.

Moody's took the following ratings actions on Monitronics
International, Inc.

  Probability of Default Rating, affirmed Ca-PD and appended
  LD designation, to Ca-PD/LD

  Corporate Family Rating, affirmed Ca

  Speculative Grade Liquidity Rating, affirmed at SGL-4

  Senior secured first-lien term loan maturing 2022, affirmed
  Caa3 (LGD3)

  Senior unsecured notes, due 2020, affirmed C (LGD5)

Outlook remains negative

RATINGS RATIONALE

Monitronics did not make an interest payment, due April 1st, on its
senior unsecured notes within a 30-day grace period ending on April
30th. The missed payment is a default under Moody's definition.
Under the terms of the $1.1 billion first-lien term loan's and $195
million (super priority first-lien) revolver's credit agreement,
the missed interest payment on the notes cross defaults to
first-lien debt. Additionally, Monitronics' 2018 Form 10-K
reflected a going-concern qualification that the company received
from its auditors due to potential credit-agreement covenant
breaches and the potential acceleration of both the secured and
unsecured debt that such breaches could trigger. The doubts about
Monitronics' ability to continue as a going concern and the high
potential for acceleration of Monitronics' debt led to the
classification of debt as current. Moody's therefore believes that
a debt restructuring is highly likely.

The Ca-PD/LD designation reflects Moody's view that Monitronics is
now in default on a portion of its debt capital structure. The Ca
CFR reflects the average recovery on all of Monitronics' debt.
However, given the distinctly different seniority of all three of
the company's debt instruments, actual recovery rates at the
individual instrument level are likely to vary widely.

The affirmation of Monitronics' SGL-4 Speculative Grade Liquidity
rating reflects near-term debt maturities, the company's limited
revolver borrowing capacity, low cash balances, and Moody's
expectations for continued significantly negative free cash flows.

Monitronics has reported modestly declining revenues and increasing
attrition rates over the past few years, while debt-to-RMR has
risen quickly, to more than 44 times in late 2018 (as compared with
36 times in late 2017). Moody's expects a nearly 3% revenue decline
in 2019, to about $525 million, while attrition will remain
stubbornly high, at more than 16%, the highest rate among its rated
alarm-monitoring sector.

The negative outlook incorporates the risk that Monitronics may not
be able to slow or stabilize unfavorable operating trends,
including declining revenue and profitability and sustained
negative free cash flow. The ratings are unlikely to be upgraded
until there is a balance sheet restructuring.

Monitronics International, Inc. provides alarm monitoring services
to more than 900,000, mainly residential customers in the U.S. and
Canada. Monitronics is owned by publicly traded Ascent (ticker:
ASCMA), which has no meaningful assets other than Monitronics.

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


NEONODE INC: Assigns Portfolio of Patents to Aequitas
-----------------------------------------------------
Neonode Inc. entered into an assignment agreement with Aequitas
Technologies LLC on May 6, 2019, by which Neonode assigned a
portfolio of patents to Aequitas.  The patents in the portfolio
relate to sweep gestures and touchscreen devices.  The portfolio
contains two patent families comprising nine U.S. patents, five
non-U.S. patents and three pending U.S. patent applications as
listed in the Agreement.

Pursuant to the Agreement, Aequitas will plan, manage, and enforce
all efforts to license or otherwise monetize the Patents.  As part
of the Agreement, Aequitas has granted Neonode a non-exclusive,
royalty-free, perpetual license to use the Patents in Neonode's
products.

In consideration for assigning the Patents, Neonode will receive
50% of net proceeds generated by Aequitas as a result of its
efforts to monetize the Patents.  The Agreement does not provide
for any upfront payment to Neonode.

Neonode has the right to terminate the Agreement during the 30-day
period after one year from its effective date if Aequitas has not
met certain milestones towards monetizing the Patents.  In the
event of termination, Aequitas will assign the Patents back to
Neonode.

There is no assurance that Aequitas will be successful in its
efforts to monetize the Patents or that Neonode will receive any
proceeds as a result of those efforts.

A full-text copy of the Assignment Agreement is available for free
at: https://is.gd/xMIuE2

                           About Neonode

Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops,
manufactures and sells advanced sensor modules based on the
company's proprietary zForce AIR technology.  Neonode zForce AIR
Sensor Modules enable touch interaction, mid-air interaction and
object sensing and are ideal for integration in a wide range of
applications within the automotive, consumer electronics, medical,
robotics and other markets.  The Company also develops and licenses
user interfaces and optical interactive touch solutions based on
its patented zForce CORE technology.  To date, Neonode's technology
has been deployed in approximately 67 million products, including 4
million cars and 63 million consumer devices.  The Company is
headquartered in Stockholm, Sweden and was established in 2001.

Neonode reported a net loss attributable to the Company of $3.06
million for the year ended Dec. 31, 2018, compared to a net loss
attributable to the Company of $4.70 million for the year ended
Dec. 31, 2017.  As of March 31, 2019, Neonode had $12.94 million in
total assets, $4.01 million in total liabilities, and $8.93 million
in total stockholders' equity.

"We have experienced substantial net losses in each fiscal period
since our inception. These net losses resulted from a lack of
substantial revenues and the significant costs incurred in the
development and acceptance of our technology.  Our ability to
continue as a going concern is dependent on our ability to
implement our business plan.  If our operations do not become cash
flow positive, we may be forced to seek sources of capital to
continue operations.  No assurances can be given that we will be
successful in obtaining such additional financing on reasonable
terms, or at all.  If adequate funds are not available when needed
on acceptable terms, or at all, we may be unable to adequately fund
our business plan, which could have a negative effect on our
business, results of operations, and financial condition," the
Company said in its Annual Report on Form 10-K for the year ended
Dec. 31, 2018.


NEONODE INC: Incurs $573,000 Net Loss in First Quarter
------------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange Commission
on May 8, 2019, its quarterly report on Form 10-Q disclosing a net
loss attributable to the Company of $573,000 on $2.01 million of
total revenues for the three months ended March 31, 2019, compared
to a net loss attributable to the Company of $693,000 on $2.37
million of total revenues for the three months ended March 31,
2018.

Revenues for the first quarter of 2019 decreased by 15% year over
year, mainly due to a $0.3 million decrease in license fees from
one printer customer, as a result of their decision to move to an
alternative technology platform.  Operating expenses continued on a
run rate below plan, down by 20%, and net loss decreased by 24%
compared to the first quarter 2018.  Cash used by operations
decreased by 18% year over year, and cash and accounts receivables
totaling $7.6 million allows the Company to continue to execute
according to its plan.

As of March 31, 2019, Neonode had $12.94 million in total assets,
$4.01 million in total liabilities, and $8.93 million in total
stockholders' equity.

Neonode has incurred significant operating losses and negative cash
flows from operations since its inception.  The Company had an
accumulated deficit of approximately $185.8 million and $185.2
million as of March 31, 2019 and Dec. 31, 2018, respectively.  In
addition, operating activities used cash of approximately $0.5
million and $0.6 million for the three months ended March 31, 2019
and 2018, respectively.

Neonode said, "We expect our revenues from license fees, sensor
module, non-recurring engineering fees and AirBar sales will enable
us to reduce our operating losses in 2019.  In addition, we have
improved the overall cost efficiency of our operations, as a result
of the transition from providing our customers a full custom design
solution to providing standardized sensor modules which require
limited custom design work.  We intend to continue to implement
various measures to improve our operational efficiencies.  No
assurances can be given that management will be successful in
meeting its revenue targets and reducing its operating loss."

Business Highlights During the Quarter

  * Release of zForce CORE 1.5 with strong customer interest.

  * Signed agreement with Convergence to sell zForce sensor
    modules in North America.

Business Highlights Since the End of the Quarter

  * Signed collaboration agreement with FineTek who will serve as
    a system integrator and future electronic manufacturing
    partner for Neonode zForce technology.

  * Assigned a portfolio of patents to Aequitas Technologies LLC
    as part of an agreement to share potential proceeds generated
    from a licensing and monetization program.

  * Received purchase order for sensor modules of approximately
    $0.6 million from industry leading medical device OEM who
    will use the Company's sensor module in a retrofit touch
    display system for an X-Ray machine.  Delivery expected to
    begin in June 2019.

                         CEO's Comments

"We are executing on our business plan, and see a growing number of
customer design activities for both licensing and module projects.
I am happy with the progress we are making and I am confident that
we are on the right track to achieve revenue growth and
profitability," said Hakan Persson, CEO of Neonode Inc.

"We have reshaped our business, working methodology and processes
to become more market and customer focused.  Our business plan now
targets specific markets and use cases providing a solid customer
base and pathway to future growth and profitability. There are no
shortcuts or easy fixes in the development of our embedded sensor
business, but I am satisfied with the progress we are making.

"Our strategy going forward is centered around the following
initiatives:

   * Capitalize and build on our successful Touch Interaction
     business by increasing our market position and sales reach.
     We provide solutions for both high and low volume product
     implementations through an expanded use case offering.  We
     have an established track record with our touch on display
     solutions and will use our strong presence to grow our
     market share.

   * Capture growth opportunities for our Mid-Air Interaction and
     Object Sensing solutions in automotive entry systems.  The
     automotive market is one of the new technology frontiers and
     represents a significant market opportunity for us to
     leverage our existing relationships with Tier 1 suppliers
     and OEMs to gain additional market share.

"Our targeted use cases for basic touch, high-image quality display
touch, ruggedized display touch and entry systems for automotive
systems allow us to capitalize on our competitive advantages in
high value markets.

"We have a growing number of design activities for both sensor
modules and licensing applications with existing and new customers.
The latest release of our touch on display license technology has
been very well received and is generating opportunities for
printers, e-readers and automotive in-vehicle infotainment (IVI)
systems.  We expect that two of our most important printer
customers will increase and expand printer shipments with our
technology.  We are also in final license negotiations with a new
Chinese printer customer for a solution targeting the Chinese
market.  We are performing an in-depth analysis of the automotive
IVI market and are engaging with all relevant OEM and Tier 1
supplier partners for discussions and pre-design activities.

"In our module business, we are beginning to receive initial orders
for production volumes from our medical device, taximeter and
aircraft instrumentation customers.  We anticipate that order
volumes will expand over time. Our tailgate solution for automotive
entry systems has been well received and we expect to be entering
into first evaluation projects soon.  We are completing relevant
testing to meet automotive ISO9001, ISO 16750 and GMW 3175
certification requirements.

"Increasing our reach and effectiveness of marketing and sales is a
continuous activity.  In order to improve our sales presence in the
U.S. market we have signed a marketing and sales agreement with
Convergence Promotions LLC to coordinate our expanding network of
sales representatives in the U.S.  We have increased our marketing
and trade show activities to support this new sales relationship
and to increase awareness of our selected use case offerings.
After the quarter ended we entered into a system integrator and
manufacturing partner cooperation agreement with Finetek Co. Ltd of
Korea supporting both our licensing and module business in Asia and
globally.  We plan to further grow our presence in Asia by
replicating our model with Convergence and are evaluating and
negotiating with qualified sales and marketing partners in the
region.

"In summary, we are executing on our plan and see positive customer
response with numerous discussions ongoing and actual shipments
happening.  This makes me confident that we are on the right track
to achieve revenue growth and profitability."

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

                     https://is.gd/qHQBW4

                         About Neonode

Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops,
manufactures and sells advanced sensor modules based on the
company's proprietary zForce AIR technology.  Neonode zForce AIR
Sensor Modules enable touch interaction, mid-air interaction and
object sensing and are ideal for integration in a wide range of
applications within the automotive, consumer electronics, medical,
robotics and other markets.  The Company also develops and licenses
user interfaces and optical interactive touch solutions based on
its patented zForce CORE technology.  To date, Neonode's technology
has been deployed in approximately 67 million products, including 4
million cars and 63 million consumer devices.  The Company is
headquartered in Stockholm, Sweden and was established in 2001.

Neonode reported a net loss attributable to the Company of $3.06
million for the year ended Dec. 31, 2018, compared to a net loss
attributable to the Company of $4.70 million for the year ended
Dec. 31, 2017.  As of Dec. 31, 2018, Neonode had $13.24 million in
total assets, $3.44 million in total liabilities, and $9.79 million
in total stockholders' equity.

"We have experienced substantial net losses in each fiscal period
since our inception. These net losses resulted from a lack of
substantial revenues and the significant costs incurred in the
development and acceptance of our technology.  Our ability to
continue as a going concern is dependent on our ability to
implement our business plan.  If our operations do not become cash
flow positive, we may be forced to seek sources of capital to
continue operations.  No assurances can be given that we will be
successful in obtaining such additional financing on reasonable
terms, or at all.  If adequate funds are not available when needed
on acceptable terms, or at all, we may be unable to adequately fund
our business plan, which could have a negative effect on our
business, results of operations, and financial condition," the
Company said in its Annual Report on Form 10-K for the year ended
Dec. 31, 2018.


NEW ENGLAND MOTOR: Seeks to Hire Akerman as Special Counsel
-----------------------------------------------------------
New England Motor Freight, Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey to retain Akerman LLP as their special counsel.

Akerman will continue to provide tax auditing services including,
but not limited to, negotiating settlements or commencing
litigation to reduce or abate tax assessments.  

Partners at Akerman will charge an hourly fee of $650 and will
receive reimbursement for work-related expenses.

Alvan Bobrow, Esq., a partner at Akerman, disclosed in court
filings that his firm neither represents nor holds any interest
adverse to the Debtor and its estate.

The firm can be reached at:

     Alvan L. Bobrow, Esq.
     Akerman LLP
     666 Fifth Avenue, 20th Floor
     New York, NY 10103
     Tel: +1 212 880 3800
     Fax: +1 212 880 8965
     Email: alvan.bobrow@akerman.com

                 About New England Motor Freight

New England Motor Freight, Inc. -- http://www.nemf.com/-- provides
less-than-truckload (LTL) carrier services in the United States and
Canada.  Founded in 1977, the company is based in Elizabeth, N.J.,
and has terminals in the Northeast and Mid-Atlantic.

New England Motor Freight and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case
No. 19-12809) on Feb. 11, 2019.  At the time of the filing, New
England Motor estimated assets of $100 million to $500 million and
liabilities of $50 million to $100 million.

The cases are assigned to Judge John K. Sherwood.

The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor
& Preston, LLP as special counsel; Phoenix Executive Services, LLC,
as restructuring advisor; and Donlin Recano as claims agent.

The Office of the U.S. trustee appointed an official committee of
unsecured creditors on February 21, 2019.  The committee tapped
Lowenstein Sandler LLP and Elliott Greenleaf as its legal counsel.


NORTHERN BOULEVARD: Trustee Taps Gettry Marcus CPA as Accountant
----------------------------------------------------------------
Richard McCord, the Chapter 11 trustee for Northern Boulevard
Automall, LLC, received approval from the U.S. Bankruptcy Court for
the Eastern District of New York to retain Gettry Marcus CPA, P.C.,
as his  accountant nunc pro tunc to April 24.

The firm will provide these services:

     a. monitor the activities of the Debtor;

     b. prepare or review monthly operating reports, budgets and
projections;

     c. conduct forensic investigations as required by the
trustee;

     d. review claims against the Debtor;

     e. interact with the creditors' committee, if one is
appointed, and its professionals; and

     f. prepare or review required tax returns.

Gettry's hourly rates are:

     Marc S. Warshavsky   $560
     Partners             $430 - $475
     Managers/Directors   $285 - $425
     Senior Accountants   $225 - $275
     Junior Accountants   $150 - $210
     Paraprofessionals    $125

Marc Warshavsky, a member of the Gettry firm, attests that his firm
does not represent interest adverse to that of the Debtor or
unsecured creditors, and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Marc S. Warshavsky
     Gettry Marcus CPA, P.C.
     1407 Broadway, 40th Floor
     New York, NY 10018
     Tel: 212-302-6000

                  About Northern Boulevard Automall

Northern Boulevard Automall, LLC, which conducts business under the
name Long Island City Volkswagen, is a dealer of new and used
Volkswagen vehicles in Woodside, New York.  It also offers
Volkswagen service parts, accessories, and provides repair
services.

Northern Boulevard Automall sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7,
2019.  At the time of the filing, the Debtor disclosed $5,851,178
in assets and $9,008,267 in liabilities.  The case is assigned to
Judge Nancy Hershey Lord.

Spence Law Office, P.C. represented the Debtor as legal counsel.

Richard J. McCord was appointed Chapter 11 trustee for the Debtor
on April 11, 2019.  Certilman Balin Adler & Hyman, LLP represents
the trustee as legal counsel.



NOVAN INC: Secures $12 Million Funding from Ligand
--------------------------------------------------
Novan, Inc., has secured $12 million in non-dilutive capital from
Ligand Pharmaceuticals Incorporated.  This transaction further
enables the accelerated advancement of the molluscum Phase 3
program within the overall Novan mid-to-late stage clinical
development portfolio.

Under the terms of this development funding and royalty agreement,
Ligand will provide funding of $12 million in exchange for a tiered
royalty of 7 to 10% which will be based on future North American
sales of SB206 for the molluscum indication.  In addition, Ligand
is entitled to receive regulatory and commercial milestones of up
to $20 million based on specific regulatory and sales progress.
The capital from this transaction is contractually dedicated to the
exclusive use in the advancement of the Phase 3 molluscum program.
The Novan team will continue to have responsibility for all
clinical development and regulatory execution of SB206 and the
totality of the molluscum program activity.

"The decision to advance a molluscum indication was driven, in
large part, by a strong recommendation from Dr. Tomoko
Maeda-Chubachi, our VP of Medical Dermatology," commented Paula
Brown Stafford, president and chief operating officer of Novan.
Commenting further, "we remain focused on smartly advancing the
underlying science and executing the mid-to-late stage clinical
programs in a highly disciplined manner."

The Company remains focused on the re-engineering of certain
aspects of its internal operations as outlined during last week's
webcast.  In particular, the reduction of the existing real estate
footprint and the strategic migration of drug substance and product
manufacturing remain key objectives for 2019. Progress in these two
areas will change the cost characteristics of Novan by reducing the
fixed component of the cost base in favor of variable costs.

                        About Novan Inc.

Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases.  Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation.  The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates.

Novan reported a net loss and comprehensive loss of $12.67 million
for the year ended Dec. 31, 2018, compared to a net loss and
comprehensive loss of $36.62 million for the year ended
Dec. 31, 2017.  As of Dec. 31, 2018, the Company had $26.36 million
in total assets, $21.16 million in total liabilities, and $5.19
million in total stockholders' equity.

BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor
since 2018, issued a "going concern" opinion in its report dated
March 27, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
suffered recurring losses from operations and has not generated
significant revenue or positive cash flows from operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


NRG ENERGY: S&P Rates New $733MM Sr. Unsecured Notes Due 2029 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to NRG Energy Inc.'s proposed $733 million senior
unsecured notes due 2029. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default.

The company intends to use the net proceeds from these notes to
retire a commensurate amount of its outstanding debt maturing in
2024. NRG will pay the redemption premium with cash on hand. As of
March 31, 2019, NRG had about $6.5 billion of on-balance sheet
recourse debt. While the company is targeting a net debt-to-EBITDA
ratio of 2.5x by year-end 2019, S&P also imputes over $1 billion of
debt pertaining to unfunded pensions, operating leases, and asset
retirement obligations.

"Our 'BB' issuer credit rating on NRG is based on our fair
assessment of its business risk profile and our significant
assessment of its financial risk profile. If the company continues
to execute on its plan, which includes expanding its margins and
reducing its debt, we could revise our outlook to positive or raise
our rating by year-end 2019," S&P said.

NRG is a publicly traded and diversified independent power producer
that operates in the retail and wholesale markets in several U.S.
states.

  Ratings List
  NRG Energy Inc.

  Issuer Credit Rating          BB/Stable/--

  New Rating
  NRG Energy Inc.

  Senior Unsecured
  US$733 mil sr nts due 2029 BB
  Recovery Rating            3(65%)


NULEAN INC: Hires LoKation Real Estate as Real Estate Broker
------------------------------------------------------------
Nulean, Inc., seeks authority from the U.S. Bankruptcy Court for
the Middle District of Florida to employ K Company Realty LLC d/b/a
LoKation Real Estate, as real estate broker to the Debtor.

Nulean, Inc., requires LoKation Real Estate to:

   (a) give advice with respect to the Debtor's listing and sale
       of its business as an ongoing concern;

   (b) assist in the location of a willing buyer to enter into a
       purchase contract with the Debtor to sell its business;

   (c) participate in the closing of the sale of said business as
       necessary to facilitate said sale; and

   (d) perform such other real estate services as may be required
       and in the interest of the Debtor concerning the sale of
       said business.

LoKation Real Estate will be paid a commission of 7% of the
purchase price.

Nathan Klutznick, partner of K Company Realty LLC d/b/a LoKation
Real Estate, 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.

LoKation Real Estate can be reached at:

     Nathan Klutznick
     K COMPANY REALTY LLC
     D/B/A LOKATION REAL ESTATE
     1500 E Atlantic Blvd, Suite B
     Pompano Beach, FL 33060
     Tel: (954) 545-5583

                        About Nulean, Inc.

Nulean Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 19-02176) on March 14, 2019. At the
time of the filing, the Debtor had estimated assets and liabilities
of less than $100,000.  The case is assigned to Judge Michael G.
Williamson.  Cole & Cole Law, P.A. is the Debtor's legal counsel.



OCTAVE MUSIC: Moody's Rates New 1st Lien Credit Facilities 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The Octave Music
Group, Inc.'s proposed first-lien credit facilities (consisting of
a $25 million amended senior secured revolving credit facility and
$252.2 million amended senior secured term loan) and Caa1 rating to
the $47.5 million amended senior secured second-lien term loan
facility. Octave Music's B2 Corporate Family Rating and stable
outlook remain unchanged.

Octave Music has launched amendments to its existing first-lien and
second-lien credit agreements to extend debt maturities by two
years and reset the call protection provisions. The first-lien
amendment also seeks to modify the Maximum First Lien Net Leverage
financial maintenance covenant on the first-lien facilities, which
will be relaxed from 4.25x to 5.25x, and step down to: (i) 5.0x
beginning in the January-March 2020 quarter; and (ii) 4.75x
beginning in the January-March 2021 quarter. The 5.5x Maximum First
Lien Net Leverage financial maintenance covenant on the second-lien
facility remains unchanged. In connection with the amendments,
Octave Music plans to repay $30 million of the $77.5 million
outstanding second-lien term loan with $10 million from
cash-on-hand and proceeds from a $20 million first-lien term loan
add-on. Other terms and provisions within the credit agreements
remain unchanged.

Following is a summary of the rating actions:

Assignments:

Issuer: The Octave Music Group, Inc.

  $25.0 Million Amended Senior Secured First-Lien Revolving
  Credit Facility due 2022, Assigned B1 (LGD3)

  $252.2 Million ($232.2 Million outstanding plus $20
  Million Add-on) Amended Senior Secured First-Lien Term
  Loan B due 2023, Assigned B1 (LGD3)

  $47.5 Million ($77.5 Million outstanding) Amended Senior
  Secured Second-Lien Term Loan due 2024, Assigned Caa1
  (LGD6)

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Upon transaction close, Moody's
will withdraw the ratings and LGD assessments on the old first-lien
and second-lien credit facilities.

RATINGS RATIONALE

Though pro forma total debt to EBITDA decreases by 0.2x to 5.3x (as
of 31 March 2019, including Moody's standard and non-standard
adjustments for one-time items), the transaction is credit neutral
since leverage remains within its projected range of 5x-6x (Moody's
adjusted) and Octave Music's credit profile continues to be
consistent with a B2 rating. Moody's views the transaction
favorably due to the extension of the debt maturity structure and
improvement in weighted average annualized interest expense
following the second-lien partial paydown and reallocation to the
first-lien.

Octave Music's B2 CFR is constrained by its small revenue base,
high financial leverage, and exposure to consumer discretionary
spend and small-to-medium sized client base, which could lead to
cyclical revenue, particularly in an economic slowdown. While
growth in the jukebox installed base was flat-to-slightly down last
year, it was offset by rising average weekly coinage per jukebox
driven by product upgrades, new features and growing mobile
coinage. In the January-March 2019 quarter, shipments and average
weekly coinage per jukebox both increased year-over-year (yoy),
which led to 2.4% yoy growth in total gross coinage. The company is
exposed to its background music business, which is susceptible to
competitive pricing pressures in North America offset by strong
growth in Asia-Pacific. The segment's operating margins are lower
than the margins in the jukebox segment, however Moody's believes
its higher expected growth profile will produce better margins as
the business scales from overall growth in the in-store
entertainment media market, especially in overseas regions.

The rating is supported by Octave Music's market leadership
position with the largest network of digitally connected jukeboxes
in North America. It also reflects barriers to entry that stem from
its cumulative R&D spend, patented technology and highly fragmented
network of 2,500+ independent operators. Jukebox-related capital
expenditures are low given that Octave Music's operator network is
responsible for all installation, repair and maintenance of the
installed fleet. Additionally, the rating takes into account the
recurring music and media services revenue supported by multi-year
contracts, enhanced diversification from the PlayNetwork, Inc.
merger (which increased exposure to enterprise and international
customers), and long-standing relationships with major labels,
publishers and performance rights organizations that provide music
content via multi-year licensing agreements. Moody's projects
Octave Music will convert sufficient EBITDA to positive free cash
flow to comfortably fund the mandatory term loan amortization and
other cash needs. Moody's expects the company will maintain good
liquidity.

Rating Outlook

The stable rating outlook reflects Moody's view that the US economy
will experience modest growth over the rating horizon. This should
support organic revenue growth in the low- to mid-single digit
range and solid adjusted EBITDA margins resulting in financial
leverage in the 5x-6x range (Moody's adjusted) commensurate with
the median for B2 rated global cross-industry peers.

Factors That Could Lead to an Upgrade

  - Revenue growth and EBITDA margin expansion leading to
    sustained reduction in total debt to EBITDA leverage below
    4.5x (Moody's adjusted).

  - Free cash flow to adjusted debt of at least 7%.

  - Maintain a good liquidity position and continue to exhibit
    prudent financial policies.

Factors That Could Lead to a Downgrade

  - Financial leverage sustained above 6.5x (Moody's adjusted)
    or insufficient EBITDA growth to maintain positive free
    cash flow generation.

  - If market share erodes, music service revenue deteriorates,
    liquidity weakens, or the company engages in leveraging
    acquisitions or significant shareholder distributions

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

The Octave Music Group, Inc., headquartered in New York, N.Y. and
privately majority-owned by Searchlight Capital Partners, L.P., is
a leading provider of out-of-home digital-based interactive music
and entertainment jukeboxes, with a total installed base of over
75,000 units featured in bars, restaurants, retail stores,
hospitality establishments and other locations across North America
(66,000 units) and Europe (approximately 9,000 units). Octave Music
maintains a network of over 2,500 jukebox operators in North
America who install the equipment in local venues and take
responsibility for maintenance, promotion, service and support. In
May 2017, Octave Music merged with PlayNetwork, Inc., a leading
global provider of in-store audio, visual and branded multimedia
entertainment and marketing solutions to department stores,
specialty retailers, restaurants, supermarkets and corporations
with 106,000 locations.


OKANA LLC: Unsecured Creditors to Get No Distribution Under Plan
----------------------------------------------------------------
Okana, LLC, d/b/a/ Abaco and Abaco Polarized and Sunglass Trader,
Inc., filed a Chapter 11 Plan and accompanying disclosure
statement.

Class 3 - Allowed General Unsecured Claims of Sunglass Trader.
Holders of Allowed general unsecured claims of Sunglass Trader
shall not share in a Distribution as Debtor Sunglass Trader is
liquidating and BankUnited's blanket lien [Class 1] exceeds the
value of Sunglass Trader's assets by over $300,000.00.

Class 4 - Allowed General Unsecured Claims of Okana. Holders of
Allowed Class 4 general unsecured claims shall not receive a
distribution, as BankUnited's claim is being treated as set forth
in Class 1 and Gregory Sarkin is waiving his right to repayment of
his loan.

Class 1 - Allowed Secured Claim of Bank United as it relates to
Installment Loan. Bank United's secured claim shall be valued at
$28,800 and payable in: (a) equal, consecutive monthly payments of
$450 for the two 2-year period commencing on December 10, 2018, and
continuing on the 10th day of each subsequent month through and
including November 10, 2020; and (b) equal, consecutive monthly
payments of $750 for the 2-year period commencing on December 10,
2020, and continuing on the 10th day of each subsequent month
through and including November 10, 2022.

Class 2 - Allowed Secured Claim of Shopify as it relates to
Receivables. The original contract between Okana and Shopify shall
remain unmodified in that 15% of Okana's receivables go towards
payment of this claim. The current balance is approximately
$3,557.00.

The Plan will be funded primarily by Okana's Cash on Hand and
operating income and from the sale of Sunglass Trader's assets, and
any additional Cash held by the Debtors as of the date of the
Confirmation Hearing.

A full-text copy of the Joint Disclosure Statement dated April 29,
2019, is available at https://tinyurl.com/yxzsv5s3 from
PacerMonitor.com at no charge.

Attorney for the Debtors is Aaron A. Wernick, Esq., at Furr &
Cohen, P.A., in Boca Raton, Florida.

        About Okana LLC and Sunglass Trader Inc.

Okana, LLC and Sunglass Trader, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
18-18833 and 18-18834) on July 20, 2018.  At the time of the
filing, Okana disclosed that it had estimated assets of less than
$100,000 and liabilities of less than $1 million.  Sunglass Trader
had estimated assets of less than $100,000 and liabilities of less
than $1 million.

Judge Mindy A. Mora presides over the cases.  The Debtors tapped
Aaron A. Wernick, Esq., at Furr & Cohen, as their legal counsel.

No official committee of unsecured creditors has been appointed.


OLYMPIA LAW: Seeks to Hire Resnik Hayes as Legal Counsel
--------------------------------------------------------
Olympia Law, PC seeks authority from the U.S. Bankruptcy Court for
the Central District of California to hire Resnik Hayes Moradi LLP
as its legal counsel.

The services required of Resnik Hayes are:

     a. advice and assistance regarding compliance with the
requirements of the U.S. trustee;

     b. advice regarding matters of bankruptcy law;

     c. advice regarding cash collateral matters;

     d. examinations of witnesses, claimants or adverse parties and
the preparation of reports, accounts and pleadings;

     e. advice concerning the requirements of the Bankruptcy Code
and applicable rules; and

     f. negotiation, formulation and implementation of a Chapter 11
plan of reorganization.

The firm charges these hourly fees:

     M. Jonathan Hayes         Partner       $525
     Matthew Resnik            Partner       $485
     Roksana Moradi-Brovia     Partner       $425
     Russell Stong III         Associate     $350
     David Kritzer             Associate     $350
     Pardis Akhavan            Associate     $200
     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

Resnik Hayes Moradi received an initial retainer fee of $16,171 for
its representation of the Debtor prior to the bankruptcy filing.

Roksana Moradi-Brovia, Esq., a partner at Resnik Hayes, attests
that he and his firm are "disinterested persons" within the meaning
of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Matthew D. Resnik, Esq.
     Roksana D. Moradi-Brovia, Esq.
     Resnik Hayes Moradi LLP
     15233 Ventura Blvd., Suite 250
     Sherman Oaks, CA 91403
     Tel: (818) 783-6251
     Fax: (818) 827-4919
     Email: roksana@SRHLawFirm.com
            matthew@SRHLawFirm.com

                     About Olympia Law PC

Based in Los Angeles, Olympia Law, PC filed its voluntary Chapter
11 petition (Bankr. C.D. Cal. Case No. 19-14080) on April 10, 2019,
listing under $1 million in both assets and liabilities. Steve S.
Gohari is the Debtor's president and sole owner. Matthew D. Resnik,
Esq. at Resnik Hayes Moradi LLP, is the Debtor's counsel.          
              


OMEROS CORP: D. E. Shaw & Co. Has 5% Stake as of April 30
---------------------------------------------------------
D. E. Shaw & Co., L.P. and David E. Shaw disclosed in a Schedule
13G filed with the U.S. Securities and Exchange Commission that as
of April 30, 2019, they beneficially own 2,461,172 shares of common
stock of Omeros Corporation, representing 5 percent of the shares
outstanding.  This is composed of (i) 1,267,915 shares in the name
of D. E. Shaw Valence Portfolios, L.L.C., (ii) 694,667 shares in
the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 16 shares
in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (iv)
498,574 shares under the management of D. E. Shaw Investment
Management, L.L.C.  A full-text copy of the regulatory filing is
available for free at: https://is.gd/2jJGlG

                   About Omeros Corporation

Omeros Corporation -- http://www.omeros.com/-- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system.  The Company's drug product OMIDRIA
(phenylephrine and ketorolac intraocular solution) 1% / 0.3% is
marketed for use during cataract surgery or intraocular lens (IOL)
replacement to maintain pupil size by preventing intraoperative
miosis (pupil constriction) and to reduce postoperative ocular
pain.  In the European Union, the European Commission has approved
OMIDRIA for use in cataract surgery and other IOL replacement
procedures to maintain mydriasis (pupil dilation), prevent miosis
(pupil constriction), and to reduce postoperative eye pain.  Omeros
has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on: complement-associated thrombotic
microangiopathies; complement-mediated glomerulonephropathies;
Huntington's disease and cognitive impairment; and addictive and
compulsive disorders.  In addition, Omeros has a diverse group of
preclinical programs and a proprietary G protein-coupled receptor
(GPCR) platform through which it controls 54 new GPCR drug targets
and corresponding compounds, a number of which are in pre-clinical
development.  The company also exclusively possesses a novel
antibody-generating platform.  The Company is headquartered in
Seattle, Washington.

Omeros reported a net loss of $126.75 million for the year ended
Dec. 31, 2018, compared to a net loss of $53.48 million for the
year ended Dec. 31, 2017.  As of March 31, 2019, the Company had
$101.24 million in total assets, $44.50 million in total current
liabilities, $26.57 million in lease liabilities, $151.18 million
in unsecured convertible senior notes, and a total shareholders'
deficit of $121.01 million.

Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2018 stating that the Company has suffered
losses from operations and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.


OMEROS CORP: Incurs $24.3 Million Net Loss in First Quarter
-----------------------------------------------------------
Omeros Corporation filed with the U.S. Securities and Exchange
Commission on May 9, 2019, its Quarterly Report on Form 10-Q
disclosing a net loss of $24.34 million on $21.77 million of net
product sales for the three months ended March 31, 2019, compared
to a net loss of $30.05 million on $1.58 million of net product
sales for the three months ended March 31, 2018.

As of March 31, 2019, the Company had $101.24 million in total
assets, $44.50 million in total current liabilities, $26.57 million
in lease liabilities, $151.18 million in unsecured convertible
senior notes, and a total shareholders' deficit of $121.01
million.

At March 31, 2019, the company had cash, cash equivalents and
short-term investments available for operations of $47.2 million.

Omeros said, "We plan to continue to fund our operations through
proceeds from sales of OMIDRIA.  Should it be necessary or
determined to be strategically advantageous, we also could pursue
debt financings, public and private offerings of our equity
securities similar to those we have completed previously, and/or
other strategic transactions, which may include licensing a portion
of our existing technology.  If these capital sources, for any
reason, are needed but inaccessible, it would have a significantly
negative effect on our financial condition.  Should it be necessary
to manage our operating expenses, we would reduce our projected
cash requirements through reduction of our expenses by delaying
clinical trials, reducing selected research and development
efforts, and/or implementing other restructuring activities."

Total costs and expenses for the three months ended March 31, 2019
were $41.0 million compared to $29.3 million for the same period in
2018.  The increase in the current year quarter was due primarily
to higher third-party manufacturing scale-up costs for our
narsoplimab program as the Company continues to increase its
production capacity to meet anticipated clinical and commercial
requirements, as well as increased expenses associated with
pre-commercialization activities for narsoplimab and sales and
marketing costs related to the re-introduction of OMIDRIA.

Since the previously reported FDA meeting held in the first quarter
of 2019, which resulted in a streamlined path to submission of a
Biologics License Application (BLA) for narsoplimab in HSCT-TMA,
the Company has had two additional meetings with FDA.  The first
covered chemistry, manufacturing and controls (CMC), and the
Company's CMC commercialization plan remains on track.  In the
second, a clinical meeting, Omeros reached agreement with FDA on
the large majority of the criteria for the primary endpoint.  The
Company expects to complete agreement on the few remaining details
in the very near future and is confident that the efficacy and
safety data for narsoplimab will support BLA approval in HSCT-TMA.

The Centers for Medicare & Medicaid Services recently issued a
preliminary decision to establish a unique permanent HCPCS J-code
for OMIDRIA.  The decision is expected to be finalized no later
than November with the J-code becoming effective on the first day
of the following quarter.  A J-code provides a uniform, simpler and
widely accepted process for providers to bill for OMIDRIA across
both Medicare and commercial insurance plans.

"We are pleased with the company's performance to date in 2019,
having made substantial strides on all fronts," said Gregory A.
Demopulos, M.D., Omeros' chairman and chief executive officer. Once
again we saw OMIDRIA posting record quarterly sell-through numbers,
up 14 percent over the record set in 4Q 2018, and the product's
growth trajectory has continued this quarter. Narsoplimab is
advancing across three Phase 3 programs and, based on recent
interactions with FDA, we expect very soon to wrap up the remaining
criteria for the primary endpoint in stem cell TMA, are confident
that our data will support a BLA approval and are moving forward
with preparations for a commercial launch.  Our PDE7 inhibitor,
OMS527, is also faring well in its Phase 1 clinical trial, which is
slated to finish later this quarter or next. Further expanding our
complement franchise, both OMS906, our antibody against MASP-3, and
our small-molecule MASP-2 inhibitor are planned to enter the clinic
next year.  We are also continuing to drive the development of our
small-molecule compounds targeting GPR174, a receptor that
increasingly appears to control a major cancer pathway.  Across all
of these efforts, our primary focus remains the patient.  In over
600,000 procedures, cataract surgery patients have experienced the
benefits of OMIDRIA, and we look forward to making narsoplimab
commercially available worldwide in the near future."

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

                      https://is.gd/XaAv5I

                     About Omeros Corporation

Omeros Corporation -- http://www.omeros.com/-- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system.  The Company's drug product OMIDRIA
(phenylephrine and ketorolac intraocular solution) 1% / 0.3% is
marketed for use during cataract surgery or intraocular lens (IOL)
replacement to maintain pupil size by preventing intraoperative
miosis (pupil constriction) and to reduce postoperative ocular
pain.  In the European Union, the European Commission has approved
OMIDRIA for use in cataract surgery and other IOL replacement
procedures to maintain mydriasis (pupil dilation), prevent miosis
(pupil constriction), and to reduce postoperative eye pain.  Omeros
has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on: complement-associated thrombotic
microangiopathies; complement-mediated glomerulonephropathies;
Huntington's disease and cognitive impairment; and addictive and
compulsive disorders.  In addition, Omeros has a diverse group of
preclinical programs and a proprietary G protein-coupled receptor
(GPCR) platform through which it controls 54 new GPCR drug targets
and corresponding compounds, a number of which are in pre-clinical
development.  The company also exclusively possesses a novel
antibody-generating platform.  The Company is headquartered in
Seattle, Washington.

Omeros reported a net loss of $126.75 million for the year ended
Dec. 31, 2018, compared to a net loss of $53.48 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, Omeros had $95.93
million in total assets, $37.35 million in total current
liabilities, $1.57 million in lease obligation (net of current
portion), $148.98 million in unsecured convertible senior notes,
$8.17 million in deferred rent, and a total shareholders' deficit
of $100.15 million.

Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2018 stating that the Company has suffered
losses from operations and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.


OMNI AI: Unsecureds to Get Prorata Share of $75,000 in New Plan
---------------------------------------------------------------
Intellective AI, Inc., filed an amended plan of reorganization and
accompanying disclosure statement for Omni AI, Inc.

Class 5: Allowed General Unsecured Claims are impaired.  Class 5
shall consist of Allowed General Unsecured Claims against the
Debtor (and any deficiency claims from Classes 2 and 4), shall
receive:

   (a) a pro-rata share of $75,000; and

   (b) shall receive a pro-rata share of any recovery of any
Avoidance Action (net of costs to secure any recovery) which Debtor
may be able to assert as of the Confirmation Date, by and through
Intellective AI as the Section 1123(b)(3(B) successor to the
Debtor.

Intellective AI shall retain all rights and control over decisions
to litigate to conclusion or to settle and resolve any such
Avoidance Action, all in full satisfaction of their Allowed Claim
(any such listed claim that is known to be subject to an objection
for seeking more than is permitted for rent per the Code, is noted
with an asterisk). This class is impaired and is entitled to vote.


The Plan sells all of the Debtor's assets to Intellective AI, free
and clear of all liens (save for those detailed in the Plan),
claims and encumbrances, and by the confirmation of the Plan, such
sale is also free of any claims of any parties in interest (save
for those detailed in the Plan) on account of the discharge
granted.

A full-text copy of the Amended Disclosure Statement dated April
29, 2019, is available at https://tinyurl.com/y4vu2hq3 from
PacerMonitor.com at no charge.

Counsel for Intellective AI is E. P. Keiffer, Esq., at Rochelle
McCullough, LLP, in Dallas, Texas.

                      About Omni AI Inc.

Omni AI, Inc., creates an unsupervised AI self-learning engine with
deep learning capabilities.  It is an artificial cognitive
neurolinguistics software that provides enhanced safety, security,
and operational efficiency to businesses and government agencies
across complex physical environments -- from sprawling corporate
campuses and remote oil and gas operations, to ports and public
transportation systems, and global enterprise networks of data.

Omni AI sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 18-33742) on July 3, 2018.  In the
petition signed by Larry Hannah, director, the Debtor estimated
assets of $10 million to $50 million and liabilities of $10 million
to $50 million.  Judge David R. Jones presides over the case.


PATTERSON PARK: Fitch Cuts $12.2MM Series 2010A Bonds to 'BB-'
--------------------------------------------------------------
Fitch Ratings has downgraded the rating on approximately $12.2
million of series 2010A bonds issued by the Maryland Health and
Higher Educational Facilities Authority on behalf of the Patterson
Park Public Charter School to 'BB-' from 'BB+'. In addition, Fitch
has assigned an Issuer Default Rating of 'BB-' for PPPCS.

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of PPPCS, secured by a first
mortgage on the school's facilities. A cash-funded debt service
reserve provides further security.

ANALYTICAL CONCLUSION

The downgrade to 'BB-' is due to the application of Fitch's revised
'U.S. Public Finance Charter School Rating Criteria.' The revised
criteria place increased focus on leverage relative to revenue
defensibility and operating risk. The school has midrange revenue
defensibility characteristics and ability to control expenditures;
nevertheless, elevated leverage metrics weigh on the rating.

KEY RATING DRIVERS

Revenue Defensibility -- 'Midrange': PPPCS's midrange revenue
defensibility is supported by its solid academic performance,
history of increasing enrollment, and strong demand bolstered by a
substantial waitlist. The school has some flexibility to enroll
additional students.

Operating Risk -- 'Midrange': Fitch considers PPPCS's carrying
costs for debt service and pension contributions to be low. The
school has less labor flexibility than some other charter schools.

Financial Profile: 'bb'; PPPCS's leverage metrics are consistent
with a 'bb' assessment in the base case and return to that level in
the third year of Fitch's forward-looking rating case after
worsening in the first two years of a stress scenario.

Asymmetric Additional Risk Considerations

The school's liquidity is slim, with the liquidity cushion at
around 16% of annual operating expenditures in fiscal 2018,
although this is mitigated by the school's relatively limited
expenditure profile, given that wages and benefits are paid by
Baltimore City Public Schools prior to receipt of revenues.

RATING SENSITIVITIES

DECLINE IN FINANCIAL PERFORMANCE: The Stable Outlook reflects
Fitch's expectations that PPPCS will maintain sustained operating
margins that will continue to support the current leverage ratios.
A decline in cash flow to support debt service or in the already
slim liquidity levels could lead to a downgrade.

PER PUPIL REVENUE IMPROVEMENT: An increase in per pupil revenue
that would significantly improve the school's financial performance
could positively affect the rating.

CREDIT PROFILE

PPPCS opened in 2005 in a former Catholic school located just north
of Patterson Park in Baltimore, MD. PPPCS expanded its facilities
in fall 2011. Since receiving an initial three-year charter in
2005, PPPCS has received three five-year charter renewals from
BCPS. The most recent five-year charter renewal extends to June
2023.

The school is located in southeastern Baltimore and has a
curriculum that emphasizes diversity and a thematic, experiential
learning approach. Management reports that the school is in good
standing under its charter and has a positive working relationship
with the authorizer, BCPS.

Revenue Defensibility

PPPCS's mid-range revenue defensibility is supported by a healthy
demand flexibility evidenced by a regularly updated wait list, its
stronger academic performance and enrollment trends at close to
capacity. Typical of the charter school sector, revenue
defensibility is limited by the inability to raise revenue as the
school's main revenue source is derived from per pupil revenue from
the state.

PPPCS has had solid academic results that drive sound demand and
enrollment. The school's results on assessment tests in 2018
exceeded district averages. PPPCS is close to fully enrolled with
679 students in the recent school year, with capacity to increase
to 699 under its charter. Enrollment has grown an average of 2%
annually from 2010 through the current school year. The school
maintains an up-to-date waitlist of 520 students, over 75% of
enrollment. Fitch views PPPCS's strong demand as a source of
financial flexibility, if necessary.

Per-pupil revenue to PPPCS has been stagnant over the last ten
years with little volatility. Fitch expects funding to continue to
grow at a rate below inflation. PPPCS is part of a group of charter
schools that is suing the school district over funding levels to
charter schools, with the outcome yet to be decided.

Operating Risk

Fitch considers the school's operating risk to be midrange
considering the school's fixed carrying costs and flexibility to
control other expenditures. The school has well-identified cost
drivers, largely being teacher salaries and fringe benefits, that
have low potential volatility.

PPPCS's fixed costs to pay for the cost of carrying debt service
and pension contributions are low at less than 15% of revenue. This
amount includes maximum annual debt service on the bonds and
pension contributions, which have increased due to the state
requiring districts to fund the normal cost of teacher pension
benefits.

Despite the relatively low carrying costs, the school has only
midrange expenditure flexibility, due to a relatively inflexible
workforce environment. The school is unable to control salaries or
fringe benefits since teachers are employees of the school
district, with salary and benefits negotiated by the city school
district and the teachers' union, although it retains a measure of
control over headcount.

Management reports that it does not have any significant projected
capex requirements, although Fitch does not expect leverage metrics
to change significantly in the short term given the slow
amortization.

Financial Profile

PPPCS's leverage is consistent with the expectations for a 'bb'
assessment, incorporating Fitch's forward-looking rating case.

The school's 'bb' financial profile assessment is supported by its
solid operating margin, limited by elevated leverage. Net debt to
cash flow available for debt service has fluctuated between
approximately 10x and 11x over the last five years, averaging
around 10x over that time. The base case assumes continued growth
in revenues and expenditures at the same rate as over the last five
years. In this scenario, the school's net debt to CFADS continues
to decline to closer to 9x over the next three years, which Fitch
considers to be solidly in the 'bb' financial profile assessment
range over that time.

Fitch's rating case incorporates a revenue stress utilizing the
FAST model for States & Locals using the per pupil state aid to the
Baltimore City School District since 2005 as a proxy for the
school's potential revenue volatility, due to the more limited
operating history of the school. In Fitch's scenario a first-year
1% GDP decline results in a modest 1% decrease in the school's
revenue followed by a 1% revenue recovery in the second year and a
3% recovery in the third year. Over this time, the school's net
debt to CFADS metric increases to around 13x in the first and
second year of the scenario analysis, but improves to approximately
11x in the third year, still at the weaker end of what Fitch
considers to be a 'bb' financial profile assessment.

Asymmetric Additional Risk Considerations

Liquidity is narrow, with a liquidity cushion of only around 16% of
annual operating expenditures in fiscal 2018. This concern is
partially mitigated by the limited level of expenditures that the
school is actually responsible for as the district pays salaries
and fringe benefits prior to PPPCS receiving per pupil revenue.



PEM FAMILY: Gaddis Capital Objects to Disclosure Statement
----------------------------------------------------------
Gaddis Capital Corporation, a secured creditor, objects to the
adequacy of the information provided in the Corrected Joint
Disclosure Statement explaining the Chapter 11 Plan of The PEM
Family Limited Partnership I, The SAM Family Limited Partnership I,
PEM Irrevocable Trust I, and SAM Irrevocable Trust I.

GCC points out that the Disclosure Statement fails to adequately
disclose that the Plan effects a substantive consolidation, and the
Disclosure Statement fails to provide adequate information as to
the factors and tests required by the bankruptcy court in order to
permit the substantive consolidation of affiliated Debtors.

GCC further points out that the Disclosure Statement fails to
adequately describe and provide adequate information concerning the
treatment of non-accepting classes of creditors and the standards
imposed by bankruptcy courts in order to effect a "cram down" of a
Chapter 11 Plan.

According to GCC, the Disclosure Statement fails to disclose that
causes of action exist in favor of the Debtors, as Debtors in
Possession, against Philip E. Morgaman and Sandra Morgaman for
breach of fiduciary duty, conversion and fraud in diverting
distributions of cash from Gulf Coast that should have been
distributed to the Debtors to their own use and benefit.

GCC complains that the Disclosure Statement fails to disclose that
the note indebtedness due to GCC by the Debtors matured prior to
the filing of the bankruptcy petitions, and that the Debtors were
in default with respect to the failure to pay the matured note
obligations when due.

Counsel for Gaddis Capital Corporation:

     Charles M. Tatelbaum, Esq.
     Christina V. Paradowski, Esq.
     TRIPP SCOTT, P.A.
     110 Southeast 6th Street, 15th Floor
     Fort Lauderdale, FL 33301
     Telephone: (954) 525-7500
     Facsimile: (954) 761-8475
     Email: cmt@trippscott.corn
            hbb@trippscott.com

                  About PEM Family Limited

Boca Raton, Fla.-based PEM Family Limited Partnership I and its
affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Fla.
Lead Case No. 19-12916) on March 5, 2019.  In the petitions signed
by Philip E. Morgaman, trustee for PEM Family's general partner,
PEM LLC, the Debtors each declared $1 million to $10 million in
assets and $500,000 to $1 million in liabilities.

The case has been assigned to Judge Mindy A. Mora. Craig A.
Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC, is
the Debtors' legal counsel.


PHARMACEUTICAL PRODUCT: S&P Affirms 'B' ICR; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Pharmaceutical Product Development, LLC (PPD), which plans to issue
$900 million in unsecured notes to fund a $1 billion dividend
payout to existing shareholders. The notes will be issued by Eagle
Holding Company II, LLC.

Meanwhile, S&P assigned an issue-level rating of 'CCC+' on the
company. The recovery rating is '6', indicating the rating agency's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a payment default.

The rating affirmation reflects S&P's view that this proposed
transaction is in line with its expectations. S&P already considers
the aggressive nature of the company's financial policy under
financial sponsor ownership, for which it expects that from time to
time leverage will rise above 7x to fund sponsor dividends or
acquisitions (previous dividend recap occurred in 2017). Pro forma
for the additional debt, S&P estimates adjusted leverage of 7.1x in
2019, declining to 6.6x in 2020. The rating is also supported by
strong free cash flow, which S&P expects to be approximately $184
million in 2019, growing to more than $200 million in 2020.

The stable outlook reflects S&P's expectation that PPD will
maintain its strong competitive position in an evolving contract
research organization (CRO) landscape and increase both EBITDA and
free cash flow while maintaining elevated leverage. The rating
agency expects continued significant positive free cash flow
generation over coming years but expects excess cash and debt
capacity to fund sponsor dividends or acquisitions.

"We view a downgrade as unlikely given expected industry tailwinds
and the company's capacity at its current rating to weather an
operational decline while still meeting debt service requirements,"
S&P said.

"We could consider lowering the rating if leverage rose to 9x, for
example if PPD experienced a significant increase in cancellations
and delays from the consolidation of large pharmaceutical companies
and the biotechnology funding environment tightened," S&P said,
adding that in this scenario, it would expect multiple periods of
declining bookings or reduced profitability that may suggest that
PPD is losing market share.

The rating agency views an upgrade as unlikely over the next 12
months due to the aggressive financial policy stemming from the
company's private equity ownership and history of debt-financed
shareholder dividends.


PHI INC: Committee Hires Haynes and Boone as Co-Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of PHI, Inc., and its
debtor-affiliates seek authorization from the U.S. Bankruptcy Court
for the Northern District of Texas to retain Haynes and Boone, LLP,
as co-counsel to the Committee.

The Committee requires Haynes and Boone to:

   a. advise the Committee with respect to its rights, powers and
      duties in the Chapter 11 cases;

   b. participate in in-person and telephonic meetings of the
      Committee and subcommittees formed thereby;

   c. assist and advise the Committee in its meetings and
      negotiations with the Debtors and other parties in interest
      regarding the administration of these chapter 11 cases;

   d. assist the Committee in analyzing claims asserted against,
      and interests in, the Debtors, and in negotiating with the
      holders of such claims and interests and bringing, or
      participating in, objections or estimation proceedings with
      respect to such claims and interests;

   e. assist with the Committee's review of the Debtors'
      Schedules of Assets and Liabilities, Statements of
      Financial Affairs and other financial reports prepared by
      the Debtors, and the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the historic and ongoing operation of their
      businesses;

   f. assist the Committee in its analysis of, and negotiations
      with the Debtors or third parties related to, financing,
      asset disposition transactions, compromises of
      controversies, and assumption and rejection of executory
      contracts and unexpired leases;

   g. assist the Committee in its analysis of, and negotiations
      with the Debtors or third parties related to, the
      formulation, confirmation and implementation of a chapter
      11 plan(s) and all documentation related thereto;

   h. assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   i. respond to inquiries from individual creditors as to the
      status of, and developments in, these chapter 11 cases;

   j. represent the Committee at hearings and other proceedings
      before the Court and such other courts or tribunals, as
      appropriate;

   k. review and analyze complaints, motions, applications,
      orders and other pleadings filed with the Court, and advise
      the Committee with respect to its positions thereon and the
      filing of any responses thereto;

   l. assist the Committee in its review and analysis of, and
      negotiations with the Debtors and non-Debtor affiliates
      related to, intercompany transactions and claims;

   m. review and analyze third party analyses or reports prepared
      in connection with potential claims of the Debtors, advise
      the Committee with respect to its positions thereon, and
      perform such other diligence and independent analysis as
      may be requested by the Committee;

   n. provide the Committee with advice relating to applicable
      federal and state regulatory issues, including with respect
      to matters related to the Federal Aviation Adminstration,
      as such issues may arise in these chapter 11 cases;

   o. assist the Committee in preparing pleadings and
      applications, and pursuing or participating in adversary
      proceedings, contested matters and administrative
      proceedings as may be necessary or appropriate in
      furtherance of the Committee's duties, interests, and
      objectives; and

   p. perform such other legal services as may be necessary or as
      may be requested by the Committee in accordance with the
      Committee's powers and duties as set forth in the
      Bankruptcy Code.

Haynes and Boone will be paid at these hourly rates:

     Partners              $825 to $1,080
     Associates               $545
     Paralegals               $365

Haynes and Boone 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:  No.

   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:  Not applicable.

   Question:  Has your client approved your prospective budget
              and staffing plan, and, if so for what budget
              period?

   Response:  Haynes and Boone is in the process of developing a
              prospective budget and staffing plan for the
              Committee's review and approval. The firm expects
              that the Committee, the Debtors and the U.S.
              Trustee, will maintain active oversight of the
              firm's billing practices.

Ian T. Peck, partner of Haynes and Boone, 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 (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.

Haynes and Boone can be reached at:

     Ian T. Peck, Esq.
     Stephen M. Pezanosky, Esq.
     David L. Staab, Esq.
     Haynes and Boone, LLP
     2323 Victory Avenue, Suite 700
     Dallas, TX 75219
     Tel: (214) 651-5000
     Fax: (214) 651-5940
     E-mail: ian.peck@haynesboone.com
             stephen@pezanosky@haynesboone.com
             david.staab@ haynesboone.com

                          About PHI, Inc

PHI, Inc. -- http://www.phihelico.com-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.

As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.

PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March
14, 2019. At the time of the filing, PHI had estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.

The cases have been assigned to Judge Harlin DeWayne Hale.

The Debtors tapped DLA Piper LLP (US) as their bankruptcy counsel;
Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital
Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk
LLC as claims, noticing and solicitation agent.

The Office of the U.S. Trustee on March 25 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of PHI, Inc. and its affiliates. The Committee
hires Milbank, LLP, as counsel. Haynes and Boone, LLP, as
co-counsel. PJT Partners LP, as investment banker.



PHI INC: Committee Hires PJT Partners as Investment Banker
----------------------------------------------------------
The Official Committee of Unsecured Creditors of PHI, Inc., and its
debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to retain PJT Partners LP,
as investment banker to the Committee.

The Committee requires PJT Partners to:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) evaluate and analyze the Debtors' long-term business plan
       and related financial projections, including fundamental
       assumptions and market outlook;

   (c) evaluate and monitor the Debtors' financial condition and
       financial liquidity, including the Debtors' approach to
       cash management and an analysis of the Debtors' 13-week
       cash flow forecast;

   (d) analyze SG&A and potential cost savings to the Debtors;

   (e) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (f) analyze the Debtors' assets and claims;

   (g) develop a recovery waterfall model to assist with the
       analysis of various restructuring scenarios and the
       potential impact of these scenarios on the recoveries of
       the Debtors' unsecured creditors by the Restructuring;

   (h) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (i) assist in the development of financial data and
       presentations to the UCC;

   (j) participate in negotiations among the UCC, the Debtors and
       its other creditors, suppliers, lessors and other
       interested parties;

   (k) value consideration offered by the Debtors to the UCC in
       connection with a Restructuring;

   (l) assist in the development and/or review of the Debtors'
       Plan of Reorganization and Disclosure Statement,
       hypothetical liquidation analysis, plan financial
       projections, recovery ranges, and other financial
       information and disclosures as required;

   (m) evaluate the Debtors' historical financing and M&A
       processes;

   (n) review the Debtors' cash management practices and
       procedures, including potential intercompany transactions
       with non-debtor affiliates;

   (o) support the Official Committee's counsel, as requested,
       with respect to preparation and/or review of court filings
       and related activities;

   (p) attend UCC meetings and court hearings;

   (q) provide expert witness testimony concerning any of the
       subjects encompassed by the other investment banking
       services; and

   (r) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a Restructuring as requested by the UCC or the Official
       Committee's counsel, and mutually agreed.

PJT Partners will be paid as follows:

   (a) Monthly Fee: a monthly advisory fee (the "Monthly Fee") in
       the amount of $150,000 per month, payable by the Debtors
       in cash, with 50% of all Monthly Fees paid to PJT Partners
       after the third Monthly Fee has been paid (i.e., after
       $450,000 has been paid) credited against any Restructuring
       Fee payable under the Engagement Letter;

   (b) Restructuring Fee: an additional fee (the "Restructuring
       Fee") equal to $3,250,000. The Restructuring Fee will be
       earned and payable, in cash, on the consummation of a
       Restructuring. A Restructuring shall be deemed to have
       been consummated upon the consummation of a Chapter 11
       plan or any other Restructuring pursuant to an order of
       the Bankruptcy Court or other applicable court; and

   (c) Expenses: reimbursement of all reasonable out-of-pocket
       expenses incurred during this engagement, including, but
       not limited to, travel and lodging, direct identifiable
       data processing, document production, publishing services
       and communication charges, courier services, working
       meals, reasonable fees and expenses of PJT Partners'
       counsel, without the requirement that the retention of
       such counsel be approved by the court in any Bankruptcy
       Case, and other necessary expenditures, payable upon
       rendition of invoices setting forth in reasonable detail
       the nature and amount of such expenses.

Steve Zelin, partner of PJT Partners LP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and (a) is not creditors, equity
security holders or insiders of the Debtors; (b) has not been,
within two years before the date of the filing of the Debtors'
chapter 11 petition, directors, officers or employees of the
Debtors; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtors, or for any other
reason.

PJT Partners can be reached at:

     Steve Zelin
     PJT PARTNERS LP
     280 Park Avenue
     New York, NY 10017
     Tel: (212) 364-7800

                         About PHI, Inc

PHI, Inc. -- http://www.phihelico.com/-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.

As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.

PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March
14, 2019.  At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.

The cases have been assigned to Judge Harlin DeWayne Hale.

The Debtors tapped DLA Piper LLP (US) as their bankruptcy counsel;
Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital
Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk
LLC as claims, noticing and solicitation agent.

The Office of the U.S. Trustee on March 25 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of PHI, Inc. and its affiliates. The Committee
hires Milbank, LLP, as counsel. Haynes and Boone, LLP, as
co-counsel. PJT Partners LP, as investment banker.PHI, Inc. --
http://www.phihelico.com/-- is a provider of helicopter
transportation services in the oil and gas industry, primarily
transporting crews and materials, and in the healthcare and
emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.

As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.

PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March
14, 2019.  At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.

The cases are assigned to Judge Harlin DeWayne Hale.

The Debtors tapped DLA Piper LLP (US) as their bankruptcy counsel;
Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital
Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk
LLC as claims, noticing and solicitation agent.

The Office of the U.S. Trustee on March 25, 2019, appointed five
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 cases.  Milbank, LLP is the committee's counsel;
Haynes and Boone, LLP, is co-counsel; and PJT Partners LP, is the
investment banker.


PHI INC: Committee Seeks to Hire Milbank LLP as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of PHI, Inc., and its
debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to retain Milbank, LLP, as
counsel to the Committee.

The Committee requires Milbank, LLP to:

   a. advise the Committee with respect to its rights, powers and
      duties in the Chapter 11 cases;

   b. participate in in-person and telephonic meetings of the
      Committee and subcommittees formed thereby;

   c. assist and advise the Committee in its meetings and
      negotiations with the Debtors and other parties in interest
      regarding the administration of these chapter 11 cases;

   d. assist the Committee in analyzing claims asserted against,
      and interests in, the Debtors, and in negotiating with the
      holders of such claims and interests and bringing, or
      participating in, objections or estimation proceedings with
      respect to such claims and interests;

   e. assist with the Committee's review of the Debtors'
      Schedules of Assets and Liabilities, Statements of
      Financial Affairs and other financial reports prepared by
      the Debtors, and the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the historic and ongoing operation of their
      businesses;

   f. assist the Committee in its analysis of, and negotiations
      with the Debtors or third parties related to, financing,
      asset disposition transactions, compromises of
      controversies, and assumption and rejection of executory
      contracts and unexpired leases;

   g. assist the Committee in its analysis of, and negotiations
      with the Debtors or third parties related to, the
      formulation, confirmation and implementation of a chapter
      11 plan(s) and all documentation related thereto;

   h. assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   i. respond to inquiries from individual creditors as to the
      status of, and developments in, these chapter 11 cases;

   j. represent the Committee at hearings and other proceedings
      before the Court and such other courts or tribunals, as
      appropriate;

   k. review and analyze complaints, motions, applications,
      orders and other pleadings filed with the Court, and advise
      the Committee with respect to its positions thereon and the
      filing of any responses thereto;

   l. assist the Committee in its review and analysis of, and
      negotiations with the Debtors and non-Debtor affiliates
      related to, intercompany transactions and claims;

   m. review and analyze third party analyses or reports prepared
      in connection with potential claims of the Debtors, advise
      the Committee with respect to its positions thereon, and
      perform such other diligence and independent analysis as
      may be requested by the Committee;

   n. provide the Committee with advice relating to applicable
      federal and state regulatory issues, including with respect
      to matters related to the Federal Aviation Adminstration,
      as such issues may arise in these chapter 11 cases;

   o. assist the Committee in preparing pleadings and
      applications, and pursuing or participating in adversary
      proceedings, contested matters and administrative
      proceedings as may be necessary or appropriate in
      furtherance of the Committee's duties, interests, and
      objectives; and

   p. perform such other legal services as may be necessary or as
      may be requested by the Committee in accordance with the
      Committee's powers and duties as set forth in the
      Bankruptcy Code.

Milbank, LLP will be paid at these hourly rates:

     Partners              $1,155 to $1,540
     Associates              $450 to $995
     Paralegals              $200 to $360

Milbank, LLP 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:  No.

   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:  Not applicable.

   Question:  Has your client approved your prospective budget
              and staffing plan, and, if so for what budget
              period?

   Response:  Milbank, LLP is in the process of developing a
              prospective budget and staffing plan for the
              Committee's review and approval. The firm expects
              that the Committee, the Debtors and the U.S.
              Trustee, will maintain active oversight of the
              firm's billing practices.

Samuel A. Khalil, partner of Milbank, 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 (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.

Milbank, LLP can be reached at:

     Samuel A. Khalil, Esq.
     Dennis F. Dunne, Esq.
     MILBANK LLP
     55 Hudson Yards
     New York, NY 10001-2163
     E-mail: ddunne@milbank.com
             skhalil@milbank.com

                         About PHI, Inc

PHI, Inc. -- http://www.phihelico.com/-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.

As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.

PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March
14, 2019.  At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.

The cases are assigned to Judge Harlin DeWayne Hale.

The Debtors tapped DLA Piper LLP (US) as their bankruptcy counsel;
Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital
Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk
LLC as claims, noticing and solicitation agent.

The Office of the U.S. Trustee on March 25, 2019, appointed five
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 cases.  Milbank, LLP is the committee's counsel;
Haynes and Boone, LLP, is co-counsel; and PJT Partners LP, is the
investment banker.


PHYSICIANS IMAGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Physicians Imaging-Mt. Dora, LLC
        3615 Lake Center Drive
        Mt. Dora, FL 32757

Business Description: Physicians Imaging-Mt. Dora, LLC owns and
                      operates a medical diagnostic imaging center
                      in Mount Dora, Florida.

Chapter 11 Petition Date: May 8, 2019

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

Case No.: 19-03091

Debtor's Counsel: Elizabeth A. Green, Esq.
                  BAKER & HOSTETLER LLP
                  200 S. Orange Ave
                  Suntrust Center, Suite 2300
                  Orlando, FL 32801
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168
                  E-mail: egreen@bakerlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Elias Gerth, JMD, CEO and manager of
Physicians Imaging, LLC, manager of Physicians Imaging-Mt. Dora,
LLC.

The Debtor did not file together with the petition a list of its 20
largest unsecured creditors.

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

       http://bankrupt.com/misc/flmb19-03091.pdf


PREFERRED CARE: Ombudsman Hires Carrington Coleman as Counsel
-------------------------------------------------------------
Patricia M. McGillan, Patient Care Ombudsman of Preferred Care
Inc., and its debtor-affiliates, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Carrington Coleman Sloman & Blumenthal, L.L.P., as counsel to the
PCO.

The PCO requires Carrington Coleman to:

   (a) represent the PCO in any proceeding or hearing in the
       Bankruptcy Court, and in any action in other courts where
       the rights of the patients may be litigated or affected as
       a result of these bankruptcy cases;

   (b) advise the PCO concerning the requirements of the
       Bankruptcy Code and Bankruptcy Rules, the local rules of
       the Bankruptcy Court, and the requirements of the Office
       of the U.S. Trustee relating to the discharge of her
       duties under section 333 of the Bankruptcy Code;

   (c) advise and represent the PCO concerning any potential
       reorganization or sale or transfer of the Debtors' assets;
       and

   (d) perform such other legal services as may be required under
       the circumstances of these cases in accordance with the
       PCO's powers and duties as set forth in the Bankruptcy
       Code.

Carrington Coleman will be paid at these hourly rates:

     Attorneys                   $610
     Paraprofessionals           $230

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

Michelle V. Larson, partner of Carrington Coleman Sloman &
Blumenthal, L.L.P., 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.

Carrington Coleman can be reached at:

     Michelle V. Larson, Esq.
     CARRINGTON COLEMAN SLOMAN
     & BLUMENTHAL, L.L.P.
     901 Main Street, Suite 5500
     Dallas, TX 75202
     Tel: (214) 855-3000

                    About Preferred Care Inc.

Preferred Care, Inc., is a Delaware corporation that is owned by
Mr. Thomas Scott. PCI is a holding company for numerous wholly
owned, non-debtor subsidiaries that collectively own four mental
health facilities located in Mississippi, a developmental facility
in Florida, and a management contract for the operations of a
skilled nursing home in Texas.

The Debtors, other than PCI, operate 33 skilled nursing facilities
in Kentucky and New Mexico. Their non-debtor affiliates operate an
additional 75 skilled nursing facilities in ten additional states.
Accordingly, the Debtors and their non-debtor affiliates operate
108 skilled nursing, assisted living and independent living
facilities in 12 states (approximately 11,500 beds and 9,300
residents).

Preferred Care, Inc., and 33 of its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017.
The Debtors' bankruptcy proceedings have been jointly administered
under the PCI's bankruptcy case.

The Debtors are represented by Foley Gardere, which was formed
following the combination of Foley & Lardner LLP and Gardere Wynne
Sewell LLP. Preferred Care initially hired Gardere Wynne Sewell LLP
as its legal counsel.  Focus Management Group, USA, Inc., serves as
the Debtors' financial advisor; KPMG LLP, serves as tax return
preparers and tax consultants; and JND Corporate Restructuring
serves as claims, noticing and balloting agent.

Artesia Health Facilities GP, LLC; Bloomfield Health Facilities GP,
LLC; and several other entities -- so-called GP Debtors-32 --
sought Chapter 11 protection on July 6, 2018, and their cases are
jointly administered with Preferred Care's. They have hired
Rochelle McCullough L.L.P. as their bankruptcy counsel.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases, and is represented by Gray Reed & McGraw LLP
as counsel and CohnReznick LLP as financial advisor.


QUORUM HEALTH: Incurs $39 Million Net Loss in First Quarter
-----------------------------------------------------------
Quorum Health Corporation filed with the U.S. Securities and
Exchange Commission on May 10, 2019, its Quarterly Report on Form
10-Q reporting a net loss attributable to the Company of $39
million on $442.80 million of net operating revenues for the three
months ended March 31, 2019, compared to a net loss attributable to
the Company of $98.96 million on $486.82 million of net operating
revenues for the three months ended March 31, 2018.

As of March 31, 2019, Quorum Health had $1.64 billion in total
assets, $1.75 billion in total liabilities, $2.27 million in
redeemable non-controlling interests, and a total deficit of
$114.12 million.

Robert Fish, Quorum Health's president and chief executive officer,
commented, "During the first quarter, our team continued to execute
on several key strategic goals.  We made meaningful progress on our
cost management efforts, achieved an important milestone through
the establishment of our partnership with R1 RCM for revenue cycle
management services and significantly expanded our divestiture
efforts.  While seasonally soft volumes, as well as certain market
specific circumstances dampened our results, this trend has abated
and appears confined to the first quarter.  Our continued focus on
cost management and the revenue cycle improvements from our new R1
partnership give me confidence that we will meet or exceed our
previously stated 2019 goals."

Financial results for the first quarter ended March 31, 2019
reflect the following:

   * Compared to the first quarter of 2018, same-facility net
     patient revenues decreased 3.5%, while same-facility net
     patient revenues per adjusted admission increased 1.4%.  The
     decrease in same-facility net patient revenues relative to
     the first quarter of 2018 was driven by a 4.9% decline in
     same-facility adjusted admissions and an 8.6% decline in
     same-facility surgeries.  The decline in volumes relative to
     the first quarter of 2018 represents approximately $21.8
     million of same-facility net operating revenues.

   * First quarter Adjusted EBITDA was 4.7% of net operating
     revenues and Same-facility Adjusted EBITDA was 5.3% of same-
     facility net operating revenues.  Same-facility Adjusted
     EBITDA reflects a $12.9 million reduction in same-facility
     operating expenses relative to the first quarter of 2018,
     primarily as a result of the Company's margin improvement
     initiatives, which were implemented in the second quarter of
     2018.

   * Same-facility net operating revenues in the first quarter
     included a $4.5 million adverse impact resulting from a
     decline in self-pay patient collections since the transition
     of the Company's secondary collections activities on Oct. 1,
     2018.  Secondary collections have continued to increase
     since the transition with April collections reaching pre-
     transition levels.

   * Same-facility surgeries in the first quarter of 2019 were
     negatively impacted by weak outpatient demand.  Of the
     decline in surgery volumes, 68% is concentrated at four
     facilities and is related to independent physician turnover
     and the Company's efforts to re-syndicate two
     underperforming outpatient surgery centers in Illinois.
     Since the end of the quarter, the Company has seen same-
     facility surgery volumes trend positively compared to the
     same period in 2018.

   * Same-facility admissions for the first quarter are impacted
     by the Company's margin improvement initiatives to eliminate
     certain unprofitable service lines, underperforming
     physicians and unfavorable managed care contracts, which
     were implemented in the second quarter of 2018.  Same-
     facility admissions were also negatively impacted by a
     decline in flu-related admissions, which reduced same-
     facility admissions by 1.6% compared to the first quarter of
     2018.

Divestiture Update

   * Subsequent to the end of the first quarter of 2019, the
     Company completed the sale of Scenic Mountain Medical Center
     in Big Spring, Texas on April 12, 2019.  The Company used
     $12 million in cash proceeds from the transaction to pay
     down its Term Loan Facility.

   * During the first quarter of 2019, the Company expanded its
     divestiture efforts by adding additional resources to market
     hospitals for sale.  Since this time, the Company has seen
     an increase in interest from potential buyers for both
     individual hospitals and groups of hospitals.  As a result,
     the Company reiterates its previously stated divestiture
     proceeds target for 2019 of $125 to $175 million.

Partnership with R1 RCM

   * The Company announced on May 8, 2019 that it is partnering
     with R1 RCM to provide end-to-end revenue cycle management
     services.  The Company expects that through its new
     agreement with R1 it will achieve approximately $5 million
     of cost savings and $5 million of improved net patient
     revenues over the last half of 2019.  Beyond 2019, the
     Company expects the annual impact of the R1 partnership to
     grow to $50 million by 2021.

Alfred Lumsdaine, Quorum Health's executive vice president and
chief financial officer, commented, "We are excited to begin our
partnership with R1 RCM and believe they represent an ideal partner
for our revenue cycle management efforts.  R1's technology-enabled
platform and revenue cycle operations experience will help with a
smooth transition, as well as providing near-term visibility to
meeting our financial goals. Our partnership represents an exciting
opportunity for our hospitals to better serve their patients
through an improved overall healthcare experience enabled by R1's
scale and industry leading technology."

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

                     https://is.gd/6qrQLC

                     About Quorum Health

Headquartered in Brentwood, Tennessee, Quorum Health --
http://www.quorumhealth.com/-- is an operator of general acute
care hospitals and outpatient services in the United States.
As of March 31, 2019, the Company owned or leased 27 hospitals in
rural and mid-sized markets located across 14 states and licensed
for 2,604 beds.  Through Quorum Health Resources LLC, a
wholly-owned subsidiary, the Company provides hospital management
advisory and healthcare consulting services to non-affiliated
hospitals across the country.  Over 95% of the Company's net
operating revenues are attributable to its hospital operations
business.

Quorum Health incurred net losses attributable to the Company of
$200.24 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016.  As of Dec. 31, 2018, the Company had $1.57 billion in
total assets, $1.64 billion in total liabilities, $2.27 million in
redeemable non-controlling interests, and a total deficit of $74.93
million.

                          *    *    *

In March 2019, S&P Global Ratings lowered its issuer credit rating
on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC+' from 'B-'.
"The downgrade reflects our decreased confidence in the company's
ability to successfully refinance its capital structure and achieve
material interest-cost savings given its weak operating trends and
our expectation that it may face some difficulty in divesting its
underperforming hospitals.  In our view, a failure to successfully
divest the mostly low-margin hospitals could make it significantly
more difficult for the company to refinance its capital structure,"
S&P said.


REWALK ROBOTICS: Extends Equity Distribution Agreement with Piper
-----------------------------------------------------------------
ReWalk Robotics Ltd. has entered into Amendment No. 1 to Equity
Distribution Agreement with Piper Jaffray & Co., as agent, amending
its equity distribution agreement, dated May 10, 2016, between the
Company and Piper, to extend the agreement's term by another three
years and to make certain conforming changes.  As previously
disclosed, under the Equity Distribution Agreement, the Company may
offer and sell, from time to time, ordinary shares with an
aggregate offering price of $25.0 million through Piper, in what
may be deemed "at-the-market" equity offerings, on an exchange, to
or through a market maker other than on an exchange or otherwise,
in negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices,
and/or any other method permitted by law, including in privately
negotiated transactions.

As a result of the amendment, the Equity Distribution Agreement
will terminate upon the earliest of (i) the sale of all ordinary
shares subject to the Equity Distribution Agreement, (ii) the date
that is three years after a new registration statement on Form S-3
goes effective, (iii) the Company becoming ineligible to use Form
S-3 and (iv) termination by the parties.

                        About ReWalk

ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops,
manufactures and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke.  ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the U.S.,
Israel and Germany.

ReWalk incurred a net loss of $21.67 million in 2018, a net loss of
$24.71 million in 2017, and a net loss of $32.50 million in 2016.
As of March 31, 2019, the Company had $17.03 million in total
assets, $14.98 million in total liabilities, and $2.05 million in
total shareholders' equity.

Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in
Haifa, Israel, issued a "going concern" qualification in its report
dated Feb. 8, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.


REWALK ROBOTICS: Files Registration Statement on Form S-3
---------------------------------------------------------
ReWalk Robotics Ltd. has filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement to register
$75,000,000 worth of ordinary shares, warrants and/or debt
securities Offered by the Company.

The Company is also offering the 97,496 ordinary shares issuable
upon the exercise of outstanding warrants that it previously issued
in a public offering using a registration statement on Form S-3 on
Nov. 1, 2016.  Those warrants have an exercise price of $118.75 and
are exercisable until Nov. 1, 2021.  This prospectus does not cover
the resale of the ordinary shares issuable upon the exercise of
those warrants or of any securities the Company issues after May 9,
2019.

In addition, certain shareholders may offer or sell up to 277,576
ordinary shares.  The Company will not receive any of the proceeds
from the sale of ordinary shares by the selling shareholders.

The Company's ordinary shares are traded on the NASDAQ Capital
Market under the symbol "RWLK."

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

                     https://is.gd/aE2hgo

                         About ReWalk

ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops,
manufactures and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke.  ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the U.S.,
Israel and Germany.

ReWalk incurred a net loss of $21.67 million in 2018, a net loss of
$24.71 million in 2017, and a net loss of $32.50 million in 2016.
As of March 31, 2019, the Company had $17.03 million in total
assets, $14.98 million in total liabilities, and $2.05 million in
total shareholders' equity.

Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in
Haifa, Israel, issued a "going concern" qualification in its report
dated Feb. 8, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.


REWALK ROBOTICS: Incurs $4 Million Net Loss in First Quarter
------------------------------------------------------------
ReWalk Robotics Ltd. filed with the U.S. Securities and Exchange
Commission on May 8, 2019, its Quarterly Report on Form 10-Q
reporting a net loss of $4 million on $1.58 million of revenues for
the three months ended March 31, 2019, compared to a net loss of
$6.32 million on $1.57 million of revenues for the three months
ended March 31, 2018.

As of March 31, 2019, the Company had $17.03 million in total
assets, $14.98 million in total liabilities, and $2.05 million in
total shareholders' equity.

Gross margin was 59% during the first quarter of 2019, compared to
43% in the first quarter of 2018, the increase is primarily
attributable to higher average selling price due to change in sales
mix of the Company's ReWalk Personal device.

Total operating expenses in the first quarter of 2019 were $4.5
million, compared to $6.5 million in the prior year period.

Non-GAAP net loss for the first quarter of 2019 was $3.6 million,
compared with a non-GAAP net loss of $5.4 million in the first
quarter of 2018.

As of March 31, 2019, ReWalk had $8.9 million in cash on its
balance sheet and $8.3 million in short- and long-term debt.  The
Company's March 31, 2019 cash balance on a pro-forma basis
including the registered direct offering closed on April 5, 2019
was $12.6 million.

Highlights of and subsequent to the first quarter of 2019 include:

   * 14 units were placed during the first quarter of 2019;

   * Sales for the first quarter 2019 in Europe remain strong
     with $1.1 million, 10 units placed, and 5 previously rented
     units converted to purchases;

   * Cigna, a leading global health service company, is revising
     its policy regarding coverage of exoskeleton medical devices
     for persons with spinal cord injury and is now reviewing
     beneficiaries' submissions on a case-by-case basis;

   * Company is on track with its plan to launch ReStore in the
     United States and Europe in late Q2 or Q3 2019, pending
     receipt of CE mark and FDA clearance;

   * Raised $8.6 million in gross proceeds in two separate
     fundraising events;

   * Regained compliance with Nasdaq listing requirements
     following fundraising activities and a 1 for 25 reverse
     split.

"We believe that 2019 will become a turning point for ReWalk due to
SCI reimbursement expansion and our entry into the stroke rehab
market place.  Europe continues to demonstrate positive signs of
increased acceptance for our SCI Personal 6.0 device, and the
recent U.S. activities show the same trend.  All activities for the
ReStore exo-suit including regulatory clearance, successful
production and launch in the Unites States and Europe are on track
with our plan.  We have strengthened our balance sheet with the
April round and the Company remains committed to reducing its
operating expenses by more than 10% in 2019," stated Larry
Jasinski, chief executive officer of ReWalk.

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

                    https://is.gd/83d6aN

ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops,
manufactures and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke.  ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the U.S.,
Israel and Germany.

ReWalk incurred a net loss of $21.67 million in 2018, a net loss of
$24.71 million in 2017, and a net loss of $32.50 million in 2016.

Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in
Haifa, Israel, issued a "going concern" qualification in its report
dated Feb. 8, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.


RUKHSANA HOSPITALITY: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------------
Debtor: Rukhsana Hospitality L.L.C.
        11225 Lone Eagle Drive
        Bridgeton, MO 63044

Business Description: Rukhsana Hospitality L.L.C. is a
                      privately held company in the hotels
                      and motels business.

Chapter 11 Petition Date: May 8, 2019

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Case No.: 19-42907

Judge: Hon. Barry S. Schermer

Debtor's Counsel: Spencer P. Desai, Esq.
                  CARMODY MACDONALD P.C.
                  120 S. Central Avenue, Suite 1800
                  St. Louis, MO 63105
                  Tel: (314) 854-8600
                  Fax: (314) 854-8660
                  E-mail: spd@carmodymacdonald.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Aijazul Haque, manager.

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

         http://bankrupt.com/misc/moeb19-42907.pdf


SANCHEZ ENERGY: Incurs $67.3 Million Net Loss in First Quarter
--------------------------------------------------------------
Sanchez Energy Corporation filed its Quarterly Report on Form 10-Q
with the U.S. Securities and Exchange Commission on May 8, 2019,
disclosing a net loss of $67.34 million on $216.72 million of total
revenues for the three months ended March 31, 2019, compared to a
net loss of $4.81 million on $251.22 million of total revenues for
the three months ended March 31, 2018.

As of March 31, 2019, Sanchez Energy had $3.04 billion in total
assets, $3.06 billion in total liabilities, $472.36 million in
preferred units, and a total stockholders' deficit of $487.28
million.

"Consistent with the substantially reduced capital spending plan we
announced in February 2019, our first-quarter 2019 operations were
aimed at meeting the company's drilling and development commitments
at Catarina and Comanche for the 12-month periods that extend into
this year," said Tony Sanchez, III, president and chief executive
officer of Sanchez Energy.  "Having already fulfilled the 50-well
annual commitment at Catarina for the 12-month period ending June
30, 2019 prior to first-quarter 2019, our focus during the quarter
was at Comanche, where we currently have two rigs running and
consistently see drilling durations of seven days or less, spud to
total depth, per well.  During the quarter, the company tested
wider well spacing at Comanche with results consistently better
than wells drilled with tighter spacing.  The company has also
revised its drawdown strategy on new wells at Comanche, which has
shown encouraging results and shallower declines compared to wells
drilled under the previous strategy.

"As part of our continuing focus on lower risk projects and
optimization opportunities, the company completed more than 150
workovers during the quarter, which were primarily related to
implementing artificial lift strategies at Comanche.  Due in large
part to the success of these projects, production came in at 76,267
Boe/d during first-quarter 2019.  While production was 4.6 percent
lower compared to fourth-quarter 2018, we consider the
quarter-over-quarter decrease relatively modest given the company's
significant reduction in capital spending from 2018 levels."

Operations Update

During first-quarter 2019, the company spud eight gross (two net)
wells, completed 18 gross (four net) wells and brought 18 gross
(four net) wells online.  All of the wells brought online during
the quarter were at Comanche, where activity was concentrated in
Areas 3 and 5.

At the Company's non-operated Palmetto asset, the operator spud the
final well of a six-well project in the southern portion of the
asset.  The operator is currently completing all wells and
anticipates bringing them online early in second-quarter 2019.

As of March 31, 2019, the Company had 2,396 gross (977 net)
producing wells with 26 gross wells in various stages of
completion,

Drilling and Development Commitments

The Company has an annual drilling commitment at Catarina, in
addition to a 120-day continuous drilling commitment.  As of June
30, 2018, the company achieved a 26-well drilling bank at Catarina
that can be applied toward its current annual drilling commitment
for the period that extends from July 1, 2018 to June 30, 2019.
The company drilled an additional 36 wells between July 1, 2018 and
March 31, 2019 at Catarina, resulting in a total of 62 wells toward
the current annual drilling commitment of 50 wells.  Accordingly,
the company has met its annual drilling commitment at Catarina for
the period July 1, 2018 to June 30, 2019 and has achieved a bank of
12 wells toward the next annual drilling commitment period, which
begins on July 1, 2019. Additionally, the company has maintained
compliance with the 120-day continuous drilling commitment on the
asset.

The Company has an annual development commitment at Comanche, in
addition to other requirements in leases that must be met in order
to maintain its acreage position.  As of Aug. 31, 2018, the company
achieved a 30-well bank at Comanche that can be applied toward its
current annual development commitment for the period that extends
from Sept. 1, 2018 to Aug. 31, 2019.  The Company completed and
equipped an additional 45 wells at Comanche between Sept. 1, 2018
and March 31, 2019, resulting in a total of 75 wells toward the
current annual development commitment of 60 wells.  Accordingly,
the company has met its annual development commitment at Comanche
for the period Sept. 1, 2018 to Aug. 31, 2019.  Furthermore, the
Company expects to meet all additional lease requirements through
execution of its 2019 capital plan.
  
Production Mix, Revenues and
Commodity Price Realizations

The Company's production mix during first-quarter 2019 consisted of
34 percent oil, 34 percent natural gas liquids (NGLs) and 32
percent natural gas.  By asset area, Catarina, Comanche and
Maverick/Palmetto/TMS/Other represented over 55 percent, over 40
percent and less than five percent, respectively, of the company's
total first-quarter 2019 production volumes.

First-quarter 2019 revenues were $216.7 million, compared to $268.7
million for fourth-quarter 2018 and $251.2 million for
first-quarter 2018.  Commodity price realizations, which include
the impact of $3.5 million paid during the quarter in connection
with the settlement of commodity derivatives, were $53.79 per Bbl
of oil, $17.34 per Bbl of NGLs, and $3.18 per thousand cubic feet
(Mcf) of natural gas for first-quarter 2019.

Capital Expenditures

Capital expenditures during first-quarter 2019 totaled $18.1
million, of which 98 percent was allocated to drilling, completion
and infrastructure, and two percent was allocated to leasing and
business development activities.

Hedging Update

On a consolidated basis, the Company has hedged approximately
2,339,000 Bbls of its April through December 2019 oil production;
13,105,000 million British thermal units (MMBtu) of its April
through December 2019 natural gas production; 1,055,560 Bbls of its
2020 oil production; and 6,893,150 MMBtu of its 2020 natural gas
production.  Additional information on Sanchez Energy's complete
hedge position can be found in the company's documents on file with
the SEC at www.sec.gov.
  
Liquidity and Credit Facilities

As of March 31, 2019, the Company's liquidity was approximately
$358.6 million, which consisted of $200.7 million in cash and cash
equivalents and $157.9 million of combined borrowing capacity under
two credit facilities: the $25.0 million parent-level credit
facility, which had approximately $7.9 million of available
borrowing capacity, net of an outstanding letter of credit, and the
SN EF UnSub, LP revolving credit facility, which had a borrowing
base and commitment amount of $315.0 million and $150.0 million of
available borrowing capacity.  The Company repaid $6.0 million of
principal under the UnSub revolving credit facility after March 31,
2019.
  
Share Count

As of March 31, 2019, the Company had 99.8 million common shares
outstanding.  Assuming all Series A Convertible Perpetual Preferred
Stock and Series B Convertible Perpetual Preferred Stock were
converted, total outstanding common shares would have been 107.5
million as of March 31, 2019.  For the three months ended March 31,
2019, the weighted average number of unrestricted common shares
used to calculate the net loss attributable to common stockholders,
basic and diluted, which is determined in accordance with GAAP, was
91.7 million shares.

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

                       https://is.gd/7tCsRW

                       About Sanchez Energy

Headquartered in Houston, Texas, Sanchez Energy Corporation --
http://www.sanchezenergycorp.com/-- is an independent exploration
and production company focused on the acquisition and development
of oil and natural gas resources in the onshore United States.  The
Company is currently focused on the horizontal development of
significant resource potential from the Eagle Ford Shale in South
Texas, and it also holds other producing properties and undeveloped
acreage, including in the Tuscaloosa Marine Shale in Mississippi
and Louisiana which offers potential future development
opportunities.

The Company reported a net loss attributable to common stockholders
of $3.46 million in 2018, following a net loss attributable to
common stockholders of $35.05 million in 2017.  As of Dec. 31,
2018, Sanchez Energy had $2.81 billion in total assets, $2.81
billion in total liabilities, $452.82 million in mezzanine equity,
and a total stockholders' deficit of $444.52 million.  

                          NYSE Delisting

The New York Stock Exchange notified the Securities and Exchange
Commission on March 8, 2019 of its intention to remove the entire
class of Common stock of Sanchez Energy Corporation from listing
and registration on the Exchange on March 19, 2019, pursuant to the
provisions of Rule 12d2-2(b) because, in the opinion of the
Exchange, the Common Stock is no longer suitable for continued
listing and trading on the Exchange.  The Exchange reached its
decision pursuant to Section 802.02 of the Listed Company Manual,
which applies when a company cannot demonstrate an ability to
return to compliance within 18 months of notice from the Exchange
that it is not in compliance with one of the Exchange's continued
listing rules.  The Company was below compliance with the $50
million stockholders' equity requirement of Section 802.01B and the
$1.00 average closing share price over the 30 trading-day period of
Section 802.01C.  The Exchange, on Feb. 20, 2019, determined that
the Common Stock of the Company should be suspended from trading,
and directed the preparation and filing with the Commission of this
application for the removal of the Securities from listing and
registration on the Exchange.  The Company was notified by phone
and letter on Feb. 20, 2019. Pursuant to the above authorization, a
press release regarding the proposed delisting was issued and
posted on the Exchange's website on Feb. 20, 2019.  Trading in the
Common Stock was suspended prior to the open of the market on Feb.
20, 2019.  The Company had a right to appeal to a Committee of the
Board of Directors of the Exchange the determination to delist the
Securities, provided that it filed a written request for such a
review with the Secretary of the Exchange within ten business days
of receiving notice of the delisting determination.  The Company
did not file such request within the specified time period.
Consequently, all conditions precedent under SEC Rule 12d2-2(b) to
the filing of this application have been satisfied.

                          *    *    *

As reported by the TCR on Nov. 12, 2018, S&P Global Ratings lowered
its issuer credit rating on Sanchez Energy Corp. to 'CCC' from 'B'
and revised the outlook to negative from stable.  S&P said "The
downgrade reflects our view that Sanchez' capital structure is
unsustainable and that the risk of debt restructuring is high.  

Also in November, 2018, Moody's Investors Service downgraded
Sanchez Energy Corporation's B3 Corporate Family Rating to 'Caa1'.
"Sanchez's ratings downgrade reflects its stubbornly high debt
levels and disappointing production results attributable to its
$1.05 billion (net) acquisition of additional Eagle Ford Shale
acreage in March 2017, which has pressured its liquidity and
prompted Moody's concern that the company's capital structure as
presently constituted may be unsustainable," commented Andrew
Brooks, Moody's vice president.


SCIENTIFIC GAMES: Completes Social Gaming Business IPO
------------------------------------------------------
SciPlay Corporation, a subsidiary of Scientific Games Corporation,
closed on May 7, 2019, its initial public offering of a minority
interest in the Company's social gaming business, selling
22,000,000 shares of its Class A common stock, $.001 par value per
share, at an offering price of $16.00 per share, pursuant to
SciPlay's registration statement on Form S-1, as amended.

In connection with the consummation of the IPO, SG Social Holding
Company I, LLC and SG Social Holding Company, LLC, each a Nevada
limited liability company and an indirect wholly owned subsidiary
of the Company, entered into a tax receivable agreement with
SciPlay and SciPlay Parent Company, LLC, a Nevada limited liability
company.  The Tax Receivable Agreement provides for the payment by
SciPlay to the SG Members of 85% of the amount of tax benefits, if
any, that it actually realizes, or in some circumstances is deemed
to realize, as a result of (i) increases in the tax basis of the
assets of SciPlay Parent LLC (a) in connection with the IPO, (b)
resulting from any redemptions or exchanges of the applicable SG
Member's common member's interests or (c) resulting from certain
distributions (or deemed distributions) by SciPlay Parent LLC and
(ii) certain other tax benefits related to SciPlay's payments under
the Tax Receivable Agreement.  SciPlay Parent LLC will have in
effect an election under Section 754 of the Internal Revenue Code
effective for each taxable year in which a redemption or exchange
of LLC Interests, in accordance with the operating agreement of
SciPlay Parent LLC, for SciPlay Stock or cash occurs.  These
payments are not conditioned upon any continued ownership interest
in either SciPlay Parent LLC or SciPlay by the SG Members.  The
rights of the SG Members under the Tax Receivable Agreement are
assignable to transferees of their LLC Interests (other than
SciPlay or SciPlay Parent LLC as transferee pursuant to subsequent
redemptions or exchanges of the transferred LLC Interests). SciPlay
is expected to benefit from the remaining 15% of tax benefits, if
any, that it may actually realize.

Any amounts paid to the SG Members under the Tax Receivable
Agreement will vary depending on a number of factors, including:

   * the price of SciPlay Stock (a) in connection with the IPO,
     which was $16.00 per share and (b) at the time of any
     subsequent redemptions or exchanges;

   * the fair value, which may fluctuate over time, of the
     depreciable or amortizable assets of SciPlay Parent LLC at
     the time of each redemption or exchange;

   * the extent to which such redemptions or exchanges are
     taxable; and

   * the amount and timing of SciPlay's income.
  
                   2018-2020 LTIP Cancellation

In connection with the IPO, on May 7, 2019, the Company and Barry
L. Cottle, the Company's president and chief executive officer,
entered into an amendment to the Employment Agreement, dated as of
May 4, 2018, by and between the Company and Mr. Cottle, to cancel
the 2018-2020 LTIP, a cash-based long-term incentive award with a
payout that would have been determined based on the performance of
the Company's social gaming business from 2018-2020.


Simultaneously with the Company and Mr. Cottle entering into the
Cottle Amendment, SciPlay and Mr. Cottle entered into an agreement
pursuant to which SciPlay granted Mr. Cottle an award of
performance-conditioned restricted stock units with respect to
shares of SciPlay Stock, with a grant date value equal to
approximately $12 million.  The performance-conditioned RSUs will
vest based on 2020 fiscal year revenue and EBITDA metrics for
SciPlay, with the performance-conditioned RSUs vesting in full if
$720 million of revenue and $250 million of EBITDA are achieved for
the 2020 fiscal year and forfeited in full if certain threshold
goals are not met, and otherwise based on linear interpolation.
One-third of the performance-conditioned RSUs will vest based on
achievement of the revenue metric and two-thirds will vest based on
achievement of the EBITDA metric. It is expected that revenue and
EBITDA will be subject to certain customary adjustments.

The Social Award Agreement provides that, in the event Mr. Cottle's
employment with the Company and SciPlay is terminated without
"Cause" or for "Good Reason", Mr. Cottle would remain eligible to
fully vest in the performance-conditioned RSUs, based on actual
performance achieved.  In the event of a "change in control" of
SciPlay (as defined in the SciPlay Long-Term Incentive Plan, which,
as long as the Company remains a majority stockholder of SciPlay in
respect of voting rights, includes a "change in control" of the
Company, as defined in the Company's 2003 Incentive Compensation
Plan, as amended and restated), the performance-conditioned RSUs
would vest based on the level of performance determined by the
Compensation Committee of the Board of Directors of SciPlay,
provided that, if Mr. Cottle's employment with SciPlay had
terminated without Cause or for Good Reason prior to such change in
control, the performance-conditioned RSUs would vest at target
(regardless of whether or not Mr. Cottle's employment with the
Company is terminated).

The SciPlay Compensation Committee will retain discretion to adjust
the number of shares vesting in connection with the
performance-conditioned RSUs in order to reflect changes in the
price of SciPlay Stock between the date of the IPO and the date the
performance-conditioned RSUs vest.

                       About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries.  Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.

Scientific Games reported a net loss of $352.4 million for the year
ended Dec. 31, 2018, compared to a net loss of $242.3 million on
$3.08 for the year ended Dec. 31, 2017.  As of March 31, 2019,
Scientific Games had $8.83 billion in total assets, $11.26 billion
in total liabilities, and a total stockholders' deficit of $2.42
billion.


SCIENTIFIC GAMES: Lowers Net Loss to $24 Million in First Quarter
-----------------------------------------------------------------
Scientific Games Corporation filed on May 7, 2019, its quarterly
report on Form 10-Q with the U.S. Securities and Exchange
Commission disclosing a net loss of $24 million on $837 million of
total revenue for the three months ended March 31, 2019, compared
to a net loss of $202 million on $812 million of total revenue for
the three months ended March 31, 2018.

As of March 31, 2019, Scientific Games had $8.83 billion in total
assets, $11.26 billion in total liabilities, and a total
stockholders' deficit of $2.42 billion.

Net cash provided by operating activities increased to $167 million
from $30 million in the year ago.  Net cash provided by operating
activities increased primarily due to favorable changes in working
capital accounts coupled with a lower net loss.

Net cash used in investing activities decreased to $64 million from
$360 million in the prior year, primarily due to 2018 business
acquisitions with no comparable activities in 2019 coupled with
lower capital expenditures.  Capital expenditures are composed of
investments in systems, equipment and other assets related to
contracts, property and equipment, intangible assets and software.

Net cash provided by financing activities increased primarily due
to the private offering of $1,100 million of 2026 Unsecured Notes
during the first quarter of 2019, lower debt issuance and deferred
financing costs and lower revolving credit facility payments.

Scientific Games said, "We believe that our cash flow from
operations, available cash and cash equivalents and available
borrowing capacity under our existing financing arrangements will
be sufficient to meet our liquidity needs for the foreseeable
future; however, we cannot assure that this will be the case.  We
believe that substantially all cash held outside the U.S. is free
from legal encumbrances or similar restrictions that would prevent
it from being available to meet our global liquidity needs."

Total cash held by the Company's foreign subsidiaries was $87
million and $92 million as of March 31, 2019 and Dec. 31, 2018,
respectively.

"Our Gaming operations and Lottery systems businesses generally
require significant upfront capital expenditures, and we may need
to incur additional capital expenditures in order to retain or win
new contracts.  Our ability to make payments on and to refinance
our indebtedness and other obligations depends on our ability to
generate cash in the future.  We may also, from time to time,
repurchase or otherwise retire or refinance our debt, through our
subsidiaries or otherwise.  In the event we pursue significant
acquisitions or other expansion opportunities, we may need to raise
additional capital.  If we do not have adequate liquidity to
support these activities, we may be unable to obtain financing for
these cash needs on favorable terms or at all."

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

                      https://is.gd/24YvqI

                      About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a  developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries.  Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.

Scientific Games reported a net loss of $352.4 million for the year
ended Dec. 31, 2018, compared to a net loss of $242.3 million on
$3.08 for the year ended Dec. 31, 2017.  As of Dec. 31, 2018,
Scientific Games had $7.71 billion in total assets, $10.18 billion
in total liabilities, and a total stockholders' deficit of $2.46
billion.


SERVICE CORP: S&P Rates New $750MM Sr. Unsec. Notes 'BB'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '5'
recovery rating to (SCI) proposed $750 million senior unsecured
notes. The '5' recovery rating indicates S&P's expectation for
modest (10%-30%; rounded estimate: 15%) recovery in the event of a
payment default.

The company intends to use the proceeds from these notes to repay
the outstanding borrowings under its revolver ($275 million as of
March 31, 2019) and redeem its senior notes due 2022 ($425 million
as of March 31, 2019). S&P's analysis incorporates the full
redemption of the 2022 notes, which would have become callable at
par in July 2019.

"Our 'BB+' issuer credit rating on SCI reflects the company's
narrow but leading position as a provider of funeral and cemetery
services. The company has a publicly-stated net leverage target
range of 3.5x-4.0x. We expect that its S&P-adjusted leverage will
remain in the mid-3x to low-4x range over the next couple of
years," S&P said.


SIGNATURE PACK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Signature Pack, LLC
        5786 Highway 129 North, Suite N
        Pendergrass, GA 30567

Business Description: Signature Pack, LLC is a privately held
                      company in Pendergrass, Georgia that
                      provides packaging services.

Chapter 11 Petition Date: May 9, 2019

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

Case No.: 19-20916

Judge: Hon. James R. Sacca

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: 404-564-9301
                  E-mail: lpineyro@joneswalden.com
                          info@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Chuck McAtee, manager.

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

         http://bankrupt.com/misc/ganb19-20916.pdf


SPARKLE'S HAMBURGER: Plan Confirmation Hearing Moved to May 29
--------------------------------------------------------------
The hearing to consider the confirmation of Sparkle's Hamburger
Spot, LLC's Chapter 11 Plan shall be continued to the 29th of May,
2019 at 11: 00 a.m. before the Honorable Eduardo V. Rodriguez in
courtroom 401, 515 Rusk, Houston, Texas, 77002.

The deadline for which the Debtor must confirm its plan is extended
to the 12th of July, 2019.

All objections to confirmation of the Plan or final approval of the
Disclosure Statement under 11 and written acceptances or rejections
of the plan will be filed and served no later than 5:00 p.m. on the
22nd of May, 2019.

                About Sparkle's Hamburger Spot

Sparkle's Hamburger Spot, LLC, is a Texas limited liability company
incorporated on March 28, 2016 but has been in operations since
2006.  It owns and operates three casual dining restaurants that
specialize in serving made-to-order hamburgers and sandwiches.

Sparkle's Hamburger Spot sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33184) on June 8,
2018.  In the petition signed by Sparkle C. Steels, manager, the
Debtor estimated assets of less than $100,000 and liabilities of
less than $500,000.


SPX FLOW: S&P Raises ICR to 'BB' on Reduced Debt; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings raised all of its ratings on Charlotte,
N.C.-based SPX Flow Inc., including the issuer credit rating, to
'BB' from 'BB-'. The recovery rating on the company's senior
unsecured debt remains a '4'.

The rating actions follow SPX Flow's solid operating performance
that have resulted in a reduction in debt and the company's
announcement that it is pursuing a divesture of its power and
energy business, with plans to use a portion of the proceeds to
repay additional debt.

S&P said the upgrade reflects SPX Flow's continued growth and
deleveraging path. Over the past 18 months, the company has
significantly improved its financial position through improved
operating performance and strong cash generation, primarily due to
broad-based recovery in its end markets and an improved cost
structure. The company's financial position has also benefited from
its voluntary debt reduction. As a result, SPX Flow's adjusted
debt-to-EBITDA ratio has improved to about 2.7x in March, 2019,
from about 3.8x at year-end 2017. S&P expects operating performance
to remain stable over the next 12 months, enabling the company to
sustain this improved level of leverage.

"The stable outlook reflects our view that the company will
maintain relatively solid earnings growth, which should enable it
to sustain adjusted debt to EBITDA at less than 3x over the next
12-18 months," S&P said. The rating agency believes the potential
divestiture could further strengthen credit measures if the company
uses a portion of sale proceeds to repay debt.

"We could lower our ratings on SPX Flow if operating performance
declines and its debt to EBITDA deteriorates and exceeds 3x,
particularly in light of relatively healthy market conditions.
Increased leverage could also result from greater than expected
share repurchases or acquisition activity," S&P said.  "This level
of leverage incorporates our belief that credit measures could
deteriorate by an additional turn during an economic downturn given
the company's exposure to volatile end-markets."

S&P said an upgrade is unlikely the next 12 months although it
could raise its ratings if the company can sustain leverage of less
than 2x, providing a cushion to withstand a potential downturn and
deterioration in credit markets. The rating agency said that under
this scenario, it would also expect the company to make progress
increasing the scale of its business and the diversity of end
markets such that they are more comparable to higher rated peers.


SUNESIS PHARMACEUTICALS: Posts $5.86M Net Loss in First Quarter
---------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., has filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $5.86 million on $0 of total revenues for the three
months ended March 31, 2019, compared to a net loss of $7.27
million on $237,000 of total revenues for the three months ended
March 31, 2018.

As of March 31, 2019, the Company had $27.75 million in total
assets, $10.66 million in total liabilities, and $17.08 million in
total stockholders' equity.

As of March 31, 2019, cash and cash equivalents totaled $24.8
million.

Research and development expense was $3.2 million for the three
months ended March 31, 2019, as compared to $4.0 million for the
same period in 2018.  The decrease of $0.8 million between the
comparable three-month periods was primarily due to a $0.4 million
decrease in salary and personnel expenses due to lower headcount
and a $0.4 million decrease in professional services related to
higher expenses incurred in the first quarter of 2018 for the
start-up cost of Phase 1b/2 trial for vecabrutinib.

General and administrative expense was $2.4 million for the three
months ended March 31, 2019, as compared to $3.4 million for the
same period in 2018.  The decrease of $1.0 million between the
comparable three-month periods was primarily due to a $0.7 million
decrease in salary and personnel expenses due to lower headcount
and a $0.4 million decrease in professional services expenses due
in part to lower vosaroxin patent expenses.

Interest expense was $0.3 million for the three months ended March
31, 2019 and 2018.  The interest expenses from both periods
resulted from payments on the Company's Loan Agreement with Western
Alliance Bank and Solar Capital Ltd.

Cash used in operating activities was $6.1 million for the three
months ended March 31, 2019, as compared to $6.6 million for the
same period in 2018.  Net cash used in the three months ended March
31, 2019 resulted primarily from the net loss of $5.9 million,
partially offset by adjustments for non-cash items of $0.5 million
and changes in operating assets and liabilities of $0.7 million.
Net cash used in the three months ended March 31, 2018, resulted
primarily from the net loss of $7.3 million and changes in
operating assets and liabilities of $0.2 million, offset by net
adjustments for non-cash items of $0.9 million.

Loss from operations was $5.7 million for the three months ended
March 31, 2019, as compared to $7.1 million for the same period in
2018.

                    Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows
from operations since its inception, and as of March 31, 2019, the
Company had cash and cash equivalents totaling $24.8 million and an
accumulated deficit of $665.3 million.

The Company expects to continue to incur significant losses for the
foreseeable future as it continues development of its kinase
inhibitor pipeline, including its BTK inhibitor, vecabrutinib. The
Company has prioritized development funding on its kinase inhibitor
portfolio with a focus on vecabrutinib.  The Company has a limited
number of products that are still in the early stages of
development and will require significant additional future
investment.

Sunesis said, "The Company's cash and cash equivalents are not
sufficient to support its operations for a period of twelve months
from the date these condensed consolidated financial statements are
available to be issued.  These factors raise substantial doubt
about its ability to continue as a going concern.  The Company will
require additional financing to fund working capital, repay debt
and pay its obligations as they come due.  Additional financing
might include one or more offerings and one or more of a
combination of equity securities, debt arrangements or partnership
or licensing collaborations.  However, there can be no assurance
that the Company will be successful in acquiring additional funding
at levels sufficient to fund its operations or on terms favorable
to the Company.  If the Company is unsuccessful in its efforts to
raise additional financing in the near term, the Company will be
required to significantly reduce or cease operations.  The
principal payments due under the Loan Agreement ... have been
classified as a current liability as of March 31, 2019 and December
31, 2018 due to the considerations discussed above and the
assessment that the material adverse change clause under the Loan
Agreement is not within the Company's control.  In April 2019, the
Company used the proceeds of the SVB Loan Agreement ... plus cash
on hand to repay its remaining obligations in the amount of $5.9
million under Loan Agreement and Amendments ... The SVB Loan
Agreement also contains customary events of default, including
among other things, the Company's failure to make any principal or
interest payments when due, the occurrence of certain bankruptcy or
insolvency events or its breach of the covenants under the SVB Loan
Agreement.  Upon the occurrence of an event of default, SVB ...
may, among other things, accelerate the Company's obligations under
the SVB Loan Agreement.  The Company has not been notified of an
event of default by SVB as of the date of the filing of this Form
10-Q."

Recent Highlights

   * Advancement into 200 mg Cohort.  The Company has opened the
     200 mg cohort in the Phase 1b/2 trial of its non-covalent
     BTK inhibitor vecabrutinib in adults with
     relapsed/refractory chronic lymphocytic leukemia (CLL) and
     other B-cell malignancies.

   * $5.5 Million Loan with Silicon Valley Bank.  In April 2019,
     the Company entered into a $5.5 million loan agreement with
     Silicon Valley Bank.  The new agreement allows the company
     to retire its existing loan and defer any principal
     repayment on the new loan for more than 18 months.  The new
     facility includes interest-only payments through 2020, with
     principal repayment over 24 months beginning in 2021, as
     well as a lower interest rate than the previous loan.  The
     loan was used for the repayment of the Company's existing
     indebtedness.

   * Completion of $20 Million Financing.  In January, Sunesis
     completed an equity financing with net proceeds of
     approximately $18.6 million.  The financing attracted
     participation from leading biotechnology investors and will
     allow Sunesis to advance vecabrutinib through important
     clinical milestones as the ongoing dose-escalation study
     explores potentially active dose levels.

"We continue our focus on the execution of the Phase 1b/2 trial of
vecabrutinib and are excited to announce that we have completed the
safety evaluation period for the 100 mg cohort, enabling us to
advance the trial into the 200 mg cohort," said Dayton Misfeldt,
interim chief executive officer of Sunesis.  "To date, vecabrutinib
appears to be well tolerated in the context of disease, and we will
be providing a clinical update on the study at the European
Hematology Association annual meeting in June."
Mr. Misfeldt continued, "Underscoring our clinical progress is a
strengthened financial position.  We began the first quarter by
completing an equity offering with leading biotechnology investors,
extending our cash runway through important clinical milestones,
and just last month we announced the refinancing of our debt on
favorable terms through an agreement with Silicon Valley Bank, a
vote of confidence in our pipeline and its potential from a premier
debt provider for life science companies."

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

                     https://is.gd/Aa2jYA

                  About Sunesis Pharmaceuticals

Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- is a biopharmaceutical company
developing new targeted therapeutics for the treatment of
hematologic and solid cancers.  The Company is focused on advancing
its novel kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib.  Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies.  The Company's proprietary PDK1
inhibitor SNS-510 is in preclinical development. PDK1 is a master
kinase that activates other kinases important to cell growth and
survival including members of the AKT, PKC, RSK, and SGK families.
Sunesis is exploring strategic alternatives for vosaroxin, a
late-stage investigational product for relapsed or refractory AML.
Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which
is licensed to Takeda.  TAK-580 is in a clinical trial for
pediatric low-grade glioma.

Sunesis incurred a net loss of $26.61 million in 2018, following a
net loss of $35.45 million in 2017.  As of Dec. 31, 2018, Sunesis
had $15.32 million in total assets, $11.33 million in total
liabilities, and $3.99 million in total stockholders' equity.

Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.


SUNGARD AS: S&P Assigns 'B-' ICR Following Bankruptcy Exit
----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating on
Sungard AS New Holdings LLC (Sungard AS), which emerged from
Chapter 11 bankruptcy as a new legal entity on May 3, 2019.

At the same time, S&P assigned its 'B+' issue-level rating and '1'
recovery rating to the company's first-out $100 million delayed
draw term loan and its 'B-' issue-level rating and '3' recovery
rating to the company's $300 million second-out term loan. S&P
withdrew all its ratings at Sungard Availability Services Capital,
Inc. as that entity and its debts were extinguished on May 3,
2019.

S&P's rating on Sungard AS reflects the company's improved leverage
and cash flow generation following the meaningful debt reduction it
achieved through the Chapter 11 bankruptcy process. While it
expects the company's business headwinds to persist, S&P notes that
the company's lower interest burden will allow it to maintain
sufficient liquidity over the next 12 months. Sungard AS' pro forma
annual interest expense will decline to approximately $30 million
from approximately $133 million in 2018. Supporting Sungard AS'
liquidity through 2019 and beyond are its $50 million undrawn
first-out exit term loan commitment that expires in November 2020,
which S&P expects the company to draw on in 2019 to fund high
one-time bankruptcy costs, and its expected $50 million
asset-backed revolver (the rating agency expects about $40 million
of availability after letters of credit usage). Partially
offsetting the interest savings is S&P's expectation that the
company will face continued revenue declines and EBITDA margin
contraction in 2019 with only modest improvements thereafter. The
rating agency expects the company's revenue will decline by the
6%-8% range in 2019 and 2020, and for it to maintain break-even to
modestly positive cash flows after 2019.

The stable outlook on Sungard AS reflects S&P's expectation that
the company will maintain sufficient liquidity over the next 12
months, have modest to break-even annual FOCF, and continue to face
secular declines in its traditional markets and heightened
competition for its newer DRaaS solutions business.

"We could lower our rating on Sungard AS if we expect that revenue
declines do not stabilize or materially worsen. Declining revenues
would likely cause further margin pressure, causing annual FOCF to
remain negative after 2019," S&P said, adding that it could also
downgrade Sungard AS if it expects the company to face challenging
refinancing prospects between 2021 and 2022 due to continued
business challenges.

"We could raise our ratings on Sungard AS if we expect its business
improvements in integrated solutions offsetting ongoing declines in
traditional services will lead to sustained FOCF to debt of more
than 5%," S&P said.


SUNGARD AVAILABILITY: Reorganization Plan Confirmed, Exits Ch.11
----------------------------------------------------------------
Sungard Availability Services (Sungard AS) on May 3, 2019,
disclosed that it has successfully emerged from its "prepackaged"
Chapter 11 restructuring.  On May 1, 2019, the Company briefly put
its U.S. entities into Chapter 11 to effectuate its consensual
agreement with a majority of its creditors to reduce Sungard AS'
overall debt.  The restructuring reduced the Company's debt by over
$800 million and includes $100 million of new liquidity provided by
the Company's creditors.  With the Company's Plan of Reorganization
confirmed on May 2 by the U.S. Bankruptcy Court for the Southern
District of New York, Sungard AS emerges from this process as a
much stronger company with a sustainable capital structure to
support the Company's investment and growth plan and to continue to
service existing and new customers well into the future.

Sungard AS also announced the appointment of Michael (Mike) K.
Robinson as the Company's new Chief Executive Officer (CEO).  Mr.
Robinson will succeed Andrew A. Stern, who served as CEO for nine
years.  Mr. Robinson brings extensive operating and board
leadership experience in public and private communications,
technology and infrastructure companies.  He most recently served
as CEO, President and a Member of the Board of Directors for
Broadview Networks.  In his 12-year tenure at Broadview Networks,
he led the transformation of Broadview's strategy and business
model from a traditional local telecom service provider to a
cloud-based Unified Communications as a Service (UCaaS) provider
serving the needs of enterprise customers nationwide. Prior to
Broadview, Mr. Robinson served as Chief Financial Officer and
Executive Vice President for several organizations.

"I'm thrilled to be joining Sungard AS," says Michael K. Robinson,
CEO.  "Our strong heritage as a leader in IT services, colocation
and disaster recovery creates an exciting opportunity for the
emerged business.  The strength of our restructured balance sheet
combined with our robust solutions portfolio, extensive global
footprint, strong customer base and the outstanding professionals
who are dedicated to providing exceptional service for our
customers make us uniquely positioned to take advantage of the
market potential before us."

Sungard AS operated in the normal course of business during the
short restructuring process, including delivering the high levels
of service its customers expect and making planned investments in
its fully resilient production and recovery solutions portfolio.

The reorganized Company's new ownership and largest shareholders
now include: Angelo, Gordon & Co., LP; The Carlyle Group Global
Credit; FS Investments and GSO Capital Partners LP, all of whom
will have representation on the restructured Company's Board of
Directors, along with
Mr. Robinson.

Centerview Partners, Kirkland & Ellis LLP and AlixPartners served
as advisors to the Company during the process.  Akin Gump Strauss
Hauer & Feld LLP, PJT Partners LP and DH Capital, LLC served as
advisors to a crossover group of the Company's prepetition secured
lenders and unsecured noteholders and Jones Day and Houlihan Lokey
Capital, Inc. served as advisors to a separate group of secured
lenders.  Working with the leadership team, these advisors ensured
that Sungard AS obtained court approval of its Plan of
Reorganization in less than 19 hours and emerged from Chapter 11 in
less than 48 hours, an aggressive pace that has helped to preserve
the Company's relationships with key stakeholders and will further
help to position the Company for future success.

               About Sungard Availability Services

Sungard Availability Services ("Sungard AS") --
http://www.sungardas.com-- is a provider of critical production
and recovery services to global enterprise companies.  Sungard AS
partners with customers across the globe to understand their
business needs and provide production and recovery services
tailored to help them achieve their desired business outcomes.
Leveraging more than 40 years of experience, Sungard AS designs,
builds and runs critical IT services that help customers manage
complex IT, adapt quickly and build resiliency and availability.


TALEN ENERGY: S&P Rates $500MM Sr. Secured Notes 'BB'
-----------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Talen Energy Supply LLC's $500 million senior
secured notes due 2027. The '1' recovery rating reflects S&P's
expectation of very high (90%-100%; rounded estimate: 95%) recovery
in the event of default. The notes rank pari passu with Talen's
existing senior secured revolving credit facility and term loans
with a first-priority claim to the company's assets. The company
intends to use net proceeds to tender for existing senior unsecured
notes due in 2021, 2022, and 2024. As such, there is no net change
to Talen's leverage profile and all other ratings remain
unchanged.

Talen is an independent power producer with approximately 15 GW of
owned capacity in the PJM, ERCOT, Independent System Operator-New
England (ISO-NE), NYISO, and WECC markets. The company generates
and sells electricity, capacity and related products from a fleet
of nuclear, natural gas, and coal power plants in the U.S.


TDE OF ILLINOIS: Hires Linkage Capital as Financial Advisor
-----------------------------------------------------------
TDE of Illinois, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Linkage
Capital Management, LLC, as financial advisor to the Debtor.

TDE of Illinois requires Linkage Capital to:

   a. inspect the Debtor's assets to determine their physical
      condition;

   b. respond, provide information to, communicate and negotiate
      with and obtain offers from interested parties and make
      recommendations to the Debtor as to whether or not a
      particular transaction offer should be accepted;

   c. communicate regularly with the Debtor in connection with
      the status of the firm's efforts with respect to a
      transaction;

   d. negotiate with various stakeholders of the Debtor regarding
      the possible financial restructuring of the existing claims
      of the creditors and equity stakeholders of the Debtor;

   e. recommend to the Debtor the proper method of handling any
      specific problems encountered with respect to the marketing
      or transaction;

   f. perform related services necessary to maximize the proceeds
      to be realized in any transaction.

Linkage Capital will be paid at these hourly rates:

   a. Retainer Fee. A retainer fee of $5,000 due upon approval of
      the bankruptcy court. The Retainer Fee will be used to
      cover the first two months of Monthly Fees, as described
      below.

   b. Monthly Fees. The retainer fee will be used by the firm to
      cover the first two months of Monthly Fee obligations.
      Monthly fees of $2,500 per month first commencing on the
      date of the approval by the bankruptcy court.

   c. Financing Fee. Upon closing of a Financial Transaction,
      with any financial institution, then the Debtor shall pay
      the firm a fee payable in cash, in federal funds of 5% of
      the total amount of any financial products referenced
      herein.

   d. Restructuring Fee. Upon the closing of the Restructuring
      Transaction, the Debtor shall pay to the firm a fee payable
      in cash, a restructuring fee of $25,000.

   e. Sale Fee. Upon the consummation of a Sale Transaction to
      any party, the firm shall be entitled to a fee of 5% of the
      Total Consideration on the first $1,000,000, plus 4% of the
      Total Consideration calculated on the second $1,000,000,
      plus 3% of the Total Consideration calculated on the third
      $1,000,000, plus 2% of the Total Consideration calculated
      on the fourth $1,000,000, plus 1% of the Total
      Consideration calculated on the amount above $4,000,000.

To the best of the Debtor's knowledge 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.

Linkage Capital can be reached at:

     Linkage Capital Management, LLC
     777 N Lake Zurich Rd.
     Barrington, IL 60010
     Tel: (847) 382-6801

                     About TDE of Illinois

TDE Group, Inc., based in Solon, Ohio, filed a Chapter 11 petition
(Bankr. N.D. Ohio Case No. 06-12890) on July 10, 2006.  The Hon.
Randolph Baxter oversees the case.  The Debtor hired The Law Office
of William J. Factor, Ltd. as bankruptcy counsel.  In its petition,
the Debtor estimated $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities.


TLC CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TLC Construction, L.L.C.
        4291 Ashland Road
        Plattsmouth, NE 68048-7479

Business Description: TLC Construction, L.L.C., based in
                      Plattsmouth, Nebraska, provides commercial
                      and residential excavating contractor
                      services including land clearing and dirt
                      work.

Chapter 11 Petition Date: May 8, 2019

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

Case No.: 19-80712

Judge: Hon. Thomas L. Saladino

Debtor's Counsel: Patrick Patino, Esq.
                  KOENIG DUNNE P.C., LLO
                  1266 South 13th Street
                  Omaha, NE 68108
                  Tel: (402) 346-1132
                  Fax: (402) 346-0151
                  E-mail: patrickp@koenigdunne.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cassandra Boyle, member-manager.

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

         http://bankrupt.com/misc/neb19-80712.pdf


TONAWANDA COKE: Hires PPL Acquisition as Auctioneer
---------------------------------------------------
Tonawanda Coke Corporation seeks authority from the U.S. Bankruptcy
Court for the Western District of New York to employ PPL
Acquisition Group II, LLC, as auctioneer to the Debtor.

Tonawanda Coke requires PPL Acquisition to market and auction the
Debtor's assets.

PPL Acquisition will be paid a commission of 18% with 15% retained
by the firm and 3% remitted to the online auction service
provider.

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

To the best of the Debtor's knowledge 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.

PPL Acquisition can be reached at:

     PPL Acquisition Group II, LLC
     105 Revere Drive Suite C
     Northbrook, IL 60062
     Tel: (224) 927-5300

               About Tonawanda Coke Corporation

Tonawanda Coke Corporation -- http://www.tonawandacoke.com/-- is
an ISO 9001 Registered merchant producer of high-performance
foundry coke to the U.S. and Canadian foundry, and insulation and
sugar beet industries. The company was founded in 1917 and is
headquartered in Tonawanda, New York.

Tonawanda Coke Corporation filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
18-12156) on Oct. 15, 2018.  In the petition signed by Michael K.
Durkin, president, the Debtor estimated $10 million to $50 million
in both assets and liabilities.  The case is assigned to Judge
Michael J. Kaplan.  Garry M. Graber, Esq., at Hodgson Russ LLP,
represents the Debtor.


TOWN STAR: Spirit Realty Objects to Disclosure Statement
--------------------------------------------------------
Spirit Realty Corporation, Spirit FL Town Star 2014-2, LLC, and
Spirit SPE Portfolio CA C-Stores, LLC, creditors of the Debtor,
Town Star Holdings, LLC, designated as Class 3 claimants under the
Debtor's Chapter 11 Liquidating Plan, file this objection to the
Plan and to the Debtor's Disclosure Statement.

Spirit points out that the Plan is not confirmable because it
contains unnecessary and overbroad releases. With the releases, the
Plan seeks to limit the exposure of non-debtors to potentially
valid and enforceable liabilities.

Spirit further points out that the Bankruptcy Code does not provide
for the release of a non-debtor; in fact, the Bankruptcy Code
explicitly limits any discharge of a debt to debtor.

Spirit asserts that the facts of this Bankruptcy Case offer zero
support or justification for any non-debtor releases.

Spirit complains that the non-debtors to be released have neither
shown nor given anything to support receipt of the extensive
releases proposed in the Plan.

According to Spirit, the recovery to general unsecured creditors
appears to continually, substantially decrease, and become more and
more speculative as time passes.

Spirit asserts that Unless the holder of an impaired claim accepts
the plan, it must provide that the holder will receive or retain on
account of its claim property having a value as of the effective
date that is not less than the amount the creditor would receive or
retain in a chapter 7 liquidation.

Spirit points out  that the Plan and Disclosure Statement provide
virtually no means to evaluate whether creditors will receive more
under a chapter 7 case than the Plan.

Attorneys for Spirit Realty:

     Katherine C. Fackler, Esq.
     Jacob A. Brown, Esq.
     AKERMAN LLP
     50 North Laura Street, Suite 3100
     Jacksonville, FL 32202
     Telephone: (904) 798-3700
     Facsimile: (904) 798-3730
     Email: jacob.brown@akerman.com
            katherine.fackler@akerman.com

        -- and --

     Steven R. Wirth, Esq.
     AKERMAN LLP
     401 East Jackson Street, Suite 1700
     Tampa, Florida 33602
     Telephone: (813) 223-7333
     Facsimile: (813) 223-2837
     Email: steven.wirth@akerman.com

                   About Town Star Holdings

Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns
convenience stores.

Town Star Holdings filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00667) on Jan. 25, 2019.  At the time of the filing,
the Debtor estimated under $10 million in both assets and
liabilities.  The Debtor tapped Steven M. Berman, Esq., at
Shumaker, Loop & Kendrick, LLP, as its legal counsel.


TRIANGLE PETROLEUM: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Triangle Petroleum Corporation
        100 Fillmore St., 5th Floor
        Denver, CO 80206

Business Description: Triangle Petroleum Corporation --
                      http://www.trianglepetroleum.com--
                      is an independent energy company with a
                      strategic focus in the Williston Basin
                      of North Dakota.  The Debtor's operations
                      are conducted through wholly-owned non-
                      debtor subsidiaries and other affiliated
                      non-debtor entities.

Chapter 11 Petition Date: May 8, 2019

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

Case No.: 19-11025

Judge: Hon. Mary F. Walrath

Debtors'
Bankruptcy
Counsel:          Kelley A. Cornish, Esq.
                  Alexander Woolverton, Esq.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                  1285 Avenue of the Americas
                  New York, NY 10019
                  Tel: 212-373-3000
                  Fax: 212-757-3990
                  E-mail: kcornish@paulweiss.com
                          awoolverton@paulweiss.com


Debtor's
Bankruptcy
Co-Counsel:       Andrew L. Magaziner, Esq.
                  Pauline K. Morgan, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  E-mail: AMagaziner@ycst.com
                          pmorgan@ycst.com

                    - and -

                  Shane M. Reil, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6745
                  E-mail: sreil@ycst.com

Debtor's
Financial
Advisor:          DEVELOPMENT SPECIALISTS INC.
                  10 S. LaSalle Street, Suite 3300
                  Chicago, IL 60603
                  Tel: 312-263-4141
                  312-263-1180
                  Attn: Mark Iammartino

Debtor's
Claims,
Noticing &
Solicitation
Agent:            EPIQ CORPORATE RESTRUCTURING LLC
                  https://dm.epiq11.com/case/triangle/dockets

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Ryan D. McGee, chief executive officer.

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

            http://bankrupt.com/misc/deb19-11025.pdf

List of Debtor's 22 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Nine Point Energy                 Professional        $303,509
1200 17t St.                           Services
Ste. 2600
Denver, CO 80202
Tel: 720.697.2111
Email: info@ninepointenergy.com

2. KPMG                              Professional        $276,650
1001 17th St.                          Services
Suite 200
Denver, CO 80202
Email: rdennis@kpmg.com

3. Friedman Kaplan Seiler            Professional         $29,648
& Adelman LLP                          Services
7 Times Square
New York, NY 10036
Tel: 212.833.1100
Email: fdaubert@fklaw.com

4. Plante Moran                      Professional         $16,750
1445 Market Street                     Services
Suite 300
Denver, CO 80202
Fax: 303.740.9009
Email: Leslie.Miranda@plantemoran.com

5. Comcast Business                   Trade Debt           $8,477
9601 E Panorama Cir.
Englewood, CO 80112
Tel: 1.800.262.7300
Email: business_referral_info@cable.comcast.com

6. Verizon                            Trade Debt           $3,734
Attn: Verizon Wireless Bankruptcy
500 Technology Drive, Suite 550
Weldon Springs, MO 63304
Fax: 212.517.1897

7. Marlin Business Bank               Trade Debt           $2,104
2795 E. Cottonwood Pkwy. #120
Salt Lake City, UT 84121
Tel: 1.888.478.1610
Email: cvg@marlincapitalsolutions.com

8. Iron Mountain                      Trade Debt           $1,909
Attn: Iron Mountain Data Centers, LLC
4300 Brighton Blvd.
Denver, CO 80202
Email: DataCenterBilling@ironmountain.com

9. Onesource Water                    Trade Debt           $1,487
4750 South Santa Fe Circle
Englewood, CO 80110
Tel: 1.866.917.7873
Email: exportsales@waterlogic.com

10. Lexis Nexis                       Trade Debt           $1,436
555 Middlecreek Parkway
Colorado Springs, CO 80921
Tel: 719.488.3000
Fax: 800.437.8674

11. Key-Rite Security                 Trade Debt           $1,169
5570 E Yale Avenue
Denver, CO 80222
Tel: 303.759.5013
Email: info@key-rite.com

12. Haynes Mechanical Systems         Trade Debt           $1,044
5700 S Quebec Street, Suite 210
Greenwood Village, CO 80111
Tel: 303.779.0787
Email: info@haynesmechanical.com

13. Western Wealth Benefits          Professional            $708
6000 Greenwood Plaza Blvd.             Services
Suite 100
Greenwood Village, CO 80111
Fax: 303.243.5709

14. Mood Media (Muzak)                Trade Debt             $211
2228 1st Ave., Suite 230
Seattle, WA 98121
Tel: 1.800.345.5000
Email: ARinfo@moodmedia.com

15. Moss Adams                       Professional    Unliquidated
1999 Broadway #4000                    Services
Denver, CO 80202
Tel: 303.298.9600
Email: Brian.Parmelee@mossadams.com

16. Transamerica                      Trade Debt     Unliquidated
230 W. Monroe St., Suite 1150
Chicago, IL 60606
Tel: 1.866.498.4557
Email: tii.customerservice@transamerica.com

17. Regus                             Trade Debt     Unliquidated
Fillmore Place
100 Fillmore Street, 5th Floor
Denver, CO 80206
Fax: 303.385.8401
Email: Colorado.CherryCreek@regus.com

18. J.P. Morgan Securities LLC        Bank Loan      Unliquidated
Attn: Lawrence J. Kotler, Esq.
30 South 17th Street
Philadelphia, PA 19103
Fax: 215.979.1020
Email: ljkotler@duanemorris.com

19. Dominic Spencer                  Professional     Unliquidated
918 Arbutus Ct.                        Services
Golden, CO 80401
Email: dominic.spencer@yahoo.com

20. XO Communications                 Trade Debt      Unliquidated
8851 Sandy Pkwy.
Sandy, UT 84070
Email: chloe.j.webb@verizon.com

21. Continental Stock Transfer &      Trade Debt      Unliquidated
Trust
1 State Street
30th Floor
New York, NY 10004
Email: mvelez@continentalstock.com

22. Unlimited Conferencing            Trade Debt     Unliquidated
591 Redwood Highway #5275
Mill Valley, CA 94941
Email: billing@unlimitedconferencing.com

Pending bankruptcy cases filed by affiliates:

   Debtor                      Case No.    Filing Date
   ------                      --------    -----------
   Ranger Fabrication, LLC     16-11570     6/30/2016
   
   Ranger Fabrication
   Management Holdings, LLC    16-1159      6/30/2016  

   Ranger Fabrication
   Management, LLC             16-11565     6/30/2016  

The Debtor will not be requesting to have its Chapter 11 case
jointly administered with the affiliate cases.


TRIDENT HOLDING: First Lien Claims to Get 44%-63% in New Plan
-------------------------------------------------------------
Trident Holding Company, LLC, filed an amended Chapter 11 plan and
accompanying disclosure statement.

Classes 1B-1C (Priority First Lien Claims) are estimated to recover
44% to 63% while Classes 2B-2C (First Lien Claims) and Classes
3B-3C (Second Lien Claims) are estimated to recover 0% to less than
1%.

The Official Committee of Unsecured Creditors is currently
reviewing the propriety and validity of the asserted prepayment fee
and has not yet determined whether in its view it is properly
included in the Allowed Claim of the Priority First Lien Lender.
However, the Debtors do not believe this determination will have
any impact on the Plan.  The total enterprise value of the
Reorganized Debtors is estimated to be substantially less than the
Allowed Claim of the Priority First Lien Lender, whether or not the
prepayment fee is included in such amount.

Class 6C: Operating Company General Unsecured Claims. Estimated
Recovery: 0% to less than 1%. Except to the extent that a Holder of
an Allowed Operating Company 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 Operating Company General Unsecured Claim: If the
Operating Company General Unsecured Class is an Accepting Class,
each Holder of an Allowed Operating Company General Unsecured Claim
shall receive its Pro Rata share and interest in the General
Unsecured Claims Cash Pool. If the Operating Company General
Unsecured Class is not an Accepting Class, Holders of Allowed
Operating Company General Unsecured Claims shall not receive any
distributions on account of such Allowed Operating Company.

The Plan provides for certain releases by the Debtors, the
Reorganized Debtors, and their Estates of certain Released Parties
including, among others, the Priority First Lien Lender and the
Debtors' current and former officers and directors. In addition,
the Plan also provides for a third-party release contained in
Article X of the Plan. The Ballots also contain an election to opt
out of these release provisions contained in Article X of the Plan
for those who vote to reject the Plan, and the Notice of Non-Voting
Status for those deemed to reject the Plan includes the Release
Opt-Out Election Form permitting electing Claims or Interest
Holders to choose not to grant the third-party release. The Debtors
believe that such releases and the opt out procedures related
thereto are consistent with applicable law. The Creditors'
Committee believes that third party releases and opt out mechanics,
as currently proposed, are not consistent with applicable law and
render the Plan unconfirmable.

At the conclusion of the hearing on April 3, 2019, the Court
approved the KEIP/KERP Motion, except with respect to the
"threshold" level of the cash receipts KEIP Metric, which the Court
determined was insufficiently incentivizing. On April 24, 2019, he
Court entered the Order (I) Approving The Implementation Of The
Debtors' Key Employee Incentive Plan And Key Employee Retention
Plan And (Ii) Granting Related Relief [Docket No. 333]. On April
24, 2019, the Debtors filed the Debtors' Supplement And Proposed
Amendment To Debtors' Motion For Entry Of An Order (I) Approving
The Implementation Of The Debtors' Key Employee Incentive Plan And
Key Employee Retention Plan And (II) Granting Related Relief
[Docket No. 334] intended to address the Court's ruling on the
"threshold" level of the cash receipts KEIP Metric and will seek a
modified "threshold" level of the cash receipts KEIP Metric.

On March 26, 2019, the Priority First Lien Agent filed its Motion
Of SPCP Group, LLC And Certain Of Its Affiliates For Leave To
Conduct Discovery Pursuant To Bankruptcy Rule 2004.
Pursuant to the Priority Lien 2004 Motion, the Priority First Lien
Agent and Priority First Lien Lender sought discovery regarding the
contentions of the First Lien Agent made in the First Lien 2004
Motion. The Debtors and the Creditors' Committee filed joinders to
the Priority Lien 2004 Motion. The First Lien Agent objected to the
Priority Lien 2004 Motion, asserting that such motion improperly
sought discovery into private causes of action. On April 10, 2019,
the Court overruled the First Lien Agent's objections as to certain
discovery requests, determining that such matters were central to
the Plan, and reserved decision with respect to other discovery
requests. On April 22, 2019, the Priority First Lien Agent filed
its Motion Of SPCP Group, LLC And Certain Of Its Affiliates For
Leave To Obtain Discovery From Citibank, N.A. Pursuant To
Bankruptcy Rule 2004, seeking to take discovery from Citibank,
N.A., the predecessor First Lien Agent, with respect to the same
topics set forth in the Priority Lien 2004 Motion. The Debtors
believe that the First Lien Administrative Agent, the First Lien
Lenders, and the Creditors' Committee have no claims or causes of
action relating to the Recapitalization Transaction, and intend to
dispute any alleged claims that may arise.

A redlined version of the Amended Disclosure Statement dated April
29, 2019, is available at https://tinyurl.com/yym3ktnf from
PacerMonitor.com at no charge.

Attorneys for the Debtors are James J. Mazza, Jr., Esq., and Justin
M. Winerman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois; and Paul D. Leake, Esq., and Jason N. Kestecher,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York.

                    About Trident Holding

Trident -- http://www.tridentusahealth.com/-- is a national
provider of bedside diagnostic and related services in the United
States, with operations in more than 35 states serving more than
12,000 post-acute care, assisted living facilities, and
correctional facilities. It provides a high volume of services
including X-ray, ultrasound, laboratory, cardiac monitoring,
vascular access services, on-site nurse practitioner-based primary
care and more.  Trident employs approximately 5,600 people.

Trident Holding Company, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-10384) on Feb. 10, 2019.  The Debtors disclosed $584 million
in assets and $867 million in liabilities as of as of Dec. 31,
2018.

The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as
investment banker and financial advisor; Ankura Consulting Group,
LLC, as restructuring advisor; and Epiq Corporate Restructuring,
LLC, as claims and noticing agent and administrative advisor.

The U.S. Trustee for Region 2 on Feb. 20 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Trident Holding Company, LLC, and its
affiliates.


TWIN CITY BEER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Twin City Beer Barons, LLC
        14606 Galt Lake Drive
        Tampa, FL 33626

Business Description: Twin City Beer Barons, LLC is a privately
                      held company whose principal assets are
                      located at 356 N. Sibley Street Saint Paul,
                      MN 55101.

Chapter 11 Petition Date: May 8, 2019

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

Case No.: 19-04377

Debtor's Counsel: Jake C. Blanchard, Esq.
                  BLANCHARD LAW, P.A.
                  1501 S. Belcher Rd. Unit 2B
                  Largo, FL 33771
                  Tel: 727-531-7068
                  Fax: 727-535-2086
                  E-mail: jake@jakeblanchardlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Adam D. Chwala, manager.

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

        http://bankrupt.com/misc/flmb19-04377.pdf


ULTRA PETROLEUM: Commences Exchange Offer for 7.125% Senior Notes
-----------------------------------------------------------------
Ultra Petroleum Corp.'s wholly owned subsidiary, Ultra Resources,
Inc., has commenced a private offer to exchange its outstanding
7.125% Senior Notes due 2025 for up to $90.0 million aggregate
principal amount of its new 9.00% Cash / 2.50% PIK Senior Secured
Third Lien Notes due 2024, upon the terms and subject to the
conditions set forth in the confidential offering memorandum dated
May 9, 2019 and related letter of transmittal.

Title of Series of Notes
to be Exchanged: 7.125% Senior Notes due 2025

CUSIP No./ISIN: 90400G AB7 (144A)
                U9037B AB6 (Reg S);
                US90400GAB77

Aggregate
Principal
Amount
Outstanding: $225,000,000

Exchange
Consideration
for each $1,000 Principal
Amount of 2025
Notes: $475 principal amount of Third Lien Notes

Total Exchange
Consideration for
each $1,000 Principal
Amount of 2025
Notes if Tendered Prior to
or on the Early
Participation Date: $525 principal amount of Third Lien Notes

The total exchange consideration to be received by eligible holders
of 2025 Notes who validly tender for exchange and do not validly
withdraw their 2025 Notes prior to 5:00 p.m., New York City time,
on May 23, 2019, and whose tenders are accepted for exchange by
Ultra Resources, will include an early tender premium equal to $50
principal amount of Third Lien Notes per $1,000 principal amount of
2025 Notes accepted for exchange.

For 2025 Notes validly tendered after the Early Participation Date
and on or before the Expiration Date, the eligible holders of 2025
Notes accepted for exchange will be eligible to receive as exchange
consideration, for each $1,000 principal amount of 2025 Notes
accepted for exchange, $475 principal amount of Third Lien Notes,
which does not include the early tender premium. Eligible holders
of 2025 Notes accepted for exchange will also receive a cash
payment equal to the accrued and unpaid interest in respect of such
2025 Notes from April 15, 2019 (the most recent interest payment
date for the 2025 Notes) to, but not including, the date the
Exchange Offer is settled.  Interest on the Third Lien Notes will
accrue from the Settlement Date.

The maximum aggregate principal amount of Third Lien Notes that may
be issued in the Exchange Offer is equal to $90.0 million. Subject
to the conditions of the Exchange Offer set forth in the Offering
Documents, Ultra Resources will accept 2025 Notes validly tendered
(and not validly withdrawn) such that the aggregate amount of Third
Lien Notes to be issued in exchange for such 2025 Notes is no
greater than the Maximum Exchange Amount.

If the acceptance for exchange of all of the 2025 Notes tendered
for exchange in the Exchange Offer at or prior to the Early
Participation Date would result in the issuance of Third Lien Notes
in an amount that (i) is greater than the Maximum Exchange Amount,
then such 2025 Notes validly tendered (and not validly withdrawn)
at or prior to the Early Participation Date will be prorated as set
forth in the Offering Documents and (ii) is equal to or greater
than the Maximum Exchange Amount, then no 2025 Notes tendered after
the Early Participation Date will be accepted for exchange.
Accordingly, 2025 Notes validly tendered after the Early
Participation Date but on or prior to the Expiration Date will be
eligible for exchange only if and to the extent that the aggregate
principal amount of 2025 Notes validly tendered (and not validly
withdrawn) on or prior to the Early Participation Date would result
in the issuance of an aggregate principal amount of the Third Lien
Notes that is less than the Maximum Exchange Amount.  Furthermore,
if the acceptance for exchange of all of the 2025 Notes tendered
for exchange in the Exchange Offer at or prior to the Early
Participation Date would result in the issuance of Third Lien Notes
in an amount that is less than the Maximum Exchange Amount but the
acceptance for exchange of all of the 2025 Notes validly tendered
(and not validly withdrawn) prior to the Expiration Date would
result in the issuance of Third Lien Notes in an amount that is
greater than the Maximum Exchange Amount, the 2025 Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Participation Date will be accepted for exchange without proration
in priority to the 2025 Notes tendered after the Early
Participation Date, and the 2025 Notes validly tendered after the
Early Participation Date will be prorated as set forth in the
Offering Documents.

Assuming the Maximum Exchange Amount is issued in exchange for 2025
Notes in the Exchange Offer and that all such 2025 Notes tender on
or prior to the Early Participation Date, approximately $171
million aggregate principal amount, or approximately 76%, of the
2025 Notes outstanding as of May 8, 2019 would be exchanged in the
Exchange Offer, resulting in approximately $54 million aggregate
principal amount, or approximately 24%, of the 2025 Notes remaining
outstanding.

The Exchange Offer will expire at 5:00 p.m., New York City time, on
June 10, 2019, unless extended (as it may be extended). Tenders of
2025 Notes in the Exchange Offer may be validly withdrawn at any
time prior to 5:00 p.m., New York City time, on May 23, 2019,
unless extended (as it may be extended), but will thereafter be
irrevocable, even if Ultra Resources otherwise extends the Early
Participation Date or extends the Exchange Offer beyond the
Expiration Date, except in certain limited circumstances where
additional withdrawal rights are required by law.

The Exchange Offer is conditioned on the satisfaction or waiver of
certain conditions as described in the Offering Documents. The
Third Lien Notes will be secured by third-priority liens on
substantially all of Ultra Resources', the Company's and the
subsidiary guarantors' assets.  The Exchange Offer for the 2025
Notes may be amended, extended or terminated by Ultra Resources at
its sole option.

The Exchange Offer is only being made, and copies of the Offering
Documents will only be made available, to beneficial holders of the
2025 Notes that have properly completed and returned an eligibility
form confirming that they are (1) a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), or (2) not a "U.S. person" and
are outside of the United States within the meaning of Regulation S
under the Securities Act and, if resident in Canada, (x) an
"accredited investor," as defined in National Instrument 45-106 --
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), that either would acquire the Third Lien Notes for its
own account or would be deemed to be acquiring the Third Lien Notes
as principal by applicable law, (y) a "permitted client" within the
meaning of NI 31-103 – Registration Requirements, Exemptions and
Ongoing Registrant Obligations, and (z) a resident of the province
of Alberta, British Columbia, Manitoba, Ontario, Quebec or
Saskatchewan.  Holders of the 2025 Notes who desire to obtain and
complete an eligibility form should contact the information agent
and exchange agent, D.F. King & Co., Inc., at (800) 967-5074
(toll-free) or (212) 269-5550 (for banks and brokers), or via the
following website: www.dfking.com/UPL or email upl@dfking.com.
Eligible holders are urged to carefully read the Offering Documents
before making any decision with respect to the Exchange Offer.
None of the Company, Ultra Resources, the dealer manager, the
trustee with respect to the 2025 Notes and the Third Lien Notes,
the exchange agent, the information agent or any affiliate of any
of them makes any recommendation as to whether eligible holders of
the 2025 Notes should exchange their 2025 Notes for Third Lien
Notes in the Exchange Offer, and no one has been authorized by any
of them to make such a recommendation.  Eligible holders must make
their own decision as to whether to tender 2025 Notes and, if so,
the principal amount of 2025 Notes to tender.

The Third Lien Notes and the Exchange Offer have not been and will
not be registered with the U.S. Securities and Exchange Commission
under the Securities Act, or any state or foreign securities laws.
The Third Lien Notes may not be offered or sold in the United
States or to or for the account or benefit of any U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Third Lien Notes will not be qualified for distribution under
applicable Canadian securities laws and, accordingly, any
distribution of Third Lien Notes to persons resident in Canada will
be made only pursuant to an exemption from the prospectus
requirements of applicable Canadian securities laws.  The Exchange
Offer is not being made to holders of 2025 Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.

                    About Ultra Petroleum

Headquartered in Englewood, Colorado, Ultra Petroleum Corp. --
http://www.ultrapetroleum.com/-- is an independent energy company
engaged in domestic natural gas and oil exploration, development
and production.  The Company is listed on NASDAQ and trades under
the ticker symbol "UPL".

As of March 31, 2019, the Company had $1.83 billion in total
assets, $2.74 billion in total liabilities, and a total
shareholders' deficit of $914 million.

On Jan. 29, 2019, Ultra Petroleum received written notice from the
Listing Qualifications Staff of The NASDAQ Stock Market LLC
notifying the Company that its common shares, no par value, closed
below the $1.00 per share minimum bid price required by NASDAQ
Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's
notice had no immediate effect on the listing or trading of the
Company's common shares, which will continue to trade on The NASDAQ
Global Select Market under the symbol "UPL".  In accordance with
NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic
period of 180 calendar days, or until July 29, 2019, to achieve
compliance with the minimum bid price requirement.

                           *    *    *

As reported by the TCR on March 26, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD'
(selective default).  "The upgrade reflects a reassessment of our
issuer credit rating on Ultra following the company's completion of
several debt exchanges, whereby holders of approximately an
aggregate $550 million of its 6.875% unsecured notes due 2022 and
$275 million of its 7.125% unsecured notes due 2025 exchanged their
debt for warrants and $572 million of new 9% cash/2%
payment-in-kind second-lien notes due 2024.


ULTRA PETROLEUM: Posts $40.7 Million Net Income in First Quarter
----------------------------------------------------------------
Ultra Petroleum Corp. filed with the U.S. Securities and Exchange
Commission on May 9, 2019, its Quarterly Report on Form 10-Q
reporting net income of $40.67 million on $271.46 million of total
operating revenues for the three months ended March 31, 2019,
compared to net income of $47.49 million on $225.37 million of
total operating revenues for the three months ended March 31, 2018.
This increase in revenue is primarily attributable to the increase
in average natural gas prices, excluding gains and losses on
commodity derivatives, partially offset by the decrease in total
production and decrease in average oil prices.

As of March 31, 2019, the Company had $1.83 billion in total
assets, $2.74 billion in total liabilities, and a total
shareholders' deficit of $914 million.

As of March 31, 2019, the Company had $10.5 million of cash and
$38.0 million outstanding under its revolving credit facility. The
Revolving Credit Facility has an established borrowing base of
$325.0 million based on the borrowing base redetermination
completed in February 2019.

During the three months ended March 31, 2019, the Company funded
its operations primarily through cash flows from operating
activities and periodic borrowings under the Revolving Credit
Facility.

Ultra Petroleum said, "Given the current level of volatility in the
market and the unpredictability of certain costs that could
potentially arise in our operations, the Company's liquidity needs
could be significantly higher than the Company currently
anticipates.  The Company's ability to maintain adequate liquidity
depends on the prevailing market prices for oil and natural gas,
the successful operation of the business, and appropriate
management of operating expenses and capital spending.  The
Company's anticipated liquidity needs are highly sensitive to
changes in each of these and other factors."

Financial and Operating Highlights:

  * First quarter production averaged 691 million cubic feet
    equivalent per day (MMcfe/d), above the mid-point of
    guidance.

  * First quarter capital investment totaled $92.4 million, in
    line with timing expectations for full-year capital budget of
    $320 to $350 million.

  * The Company brought 27 gross operated vertical wells online
    with average 24-hour initial production (IP) rates of 6.5
    MMcfe/d.

  * Total net debt was reduced by $80.4 million in the quarter
    and the balance on the Credit Facility at March 31, 2019 was
    $38.0 million, a reduction of $66.0 million from year end.

"The results from the first quarter demonstrate very good progress
toward our objectives outlined for 2019.  Net debt was reduced by
more than $80 million, including the successful execution of our
follow-on 2nd lien debt exchanges.  Production volumes exceeded our
mid-point of guidance, driven by strong base production and
development activity executed ahead of schedule. In 2019, we will
continue to prioritize our efforts toward strengthening the balance
sheet, expanding margins through continued cycle-time and cost
reductions and optimizing the value of our assets," said Ultra
Petroleum's President and CEO Brad Johnson.

Pinedale Vertical Program

During the first quarter, the Company ran a three-rig program in
the Pinedale field, with vertical well costs remaining in line with
historic averages at $3.15 million, including approximately $0.1
million of incremental data gathering costs.  Ultra Petroleum
brought online 27 gross (26.1 net) operated vertical wells in
Pinedale.  The average 24-hour IP rate for the new operated
vertical wells brought online in the quarter was 6.5 MMcfe/d.

Pinedale Horizontal Update

As previously announced, the Company completed a horizontal well in
January which was drilled in 2018.  The Warbonnet 13-13-A-1H well
was completed in approximately 6,100 feet of lateral in the Lower
Lance A1 zone.  This well posted a 24-hour IP rate of 17.5 MMcfe/d
(2.9 MMcfe/d per 1,000 feet of lateral).  This completion utilized
understanding from the Company's updated petrophysical model to
target high grade intervals and deliver a more effective
completion.

"The productivity from the horizontal DUC we completed earlier this
year is very positive.  This completion utilized new understanding
from our reservoir characterization project that targeted intervals
using a refined model for high-grading rock quality along the
lateral.  At close to 3 MMcfe/d per 1,000 feet of lateral, this
well ranks fourth among the 19 horizontal wells the Company has
brought on-line to date.  More importantly, the results affirm the
potential for resource expansion and validates our ongoing
technical work to enhance value in Pinedale," said Ultra
Petroleum's SVP and COO Jay Stratton.

Hedging Activity

The Company will continue to hedge in order to provide a degree of
certainty of cash flows along with being opportunistic in a
strengthening natural gas and Rockies basis market.  Management
also works to balance the ability to provide upside exposure for
the Company as the increase in future commodity prices has a
meaningful impact on the Company's cash flows on unhedged volumes
given its low operating costs.  During the first quarter the
Company executed on hedging programs for the second and third
quarters of 2020 utilizing a combination of costless collars and
deferred premium puts.  Management believes these products help
provide a solid floor price and margin for the Company, while
allowing Ultra Petroleum to participate in upward price movements
in natural gas.

                         2019 Guidance

The Company reaffirms its 2019 capital investment plan of $320 to
$350 million and its full-year production guidance of 240 to 250
Bcfe.  The Company is currently maintaining a three-rig operated
program focused on vertical development in Pinedale.  In the second
quarter, the average daily production rate is expected to range
between 660 to 680 MMcfe/d.

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

                       https://is.gd/f7TjCP

                      About Ultra Petroleum

Headquartered in Englewood, Colorado, Ultra Petroleum Corp. --
www.ultrapetroleum.com -- is an independent energy company engaged
in domestic natural gas and oil exploration, development and
production.  The Company is listed on NASDAQ and trades under the
ticker symbol "UPL".

As of Dec. 31, 2018, Ultra Petroleum had $1.73 billion in total
assets, $2.78 billion in total liabilities, and a total
shareholders' deficit of $1.04 billion.

On Jan. 29, 2019, Ultra Petroleum received written notice from the
Listing Qualifications Staff of The NASDAQ Stock Market LLC
notifying the Company that its common shares, no par value, closed
below the $1.00 per share minimum bid price required by NASDAQ
Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's
notice had no immediate effect on the listing or trading of the
Company's common shares, which will continue to trade on The NASDAQ
Global Select Market under the symbol "UPL".  In accordance with
NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic
period of 180 calendar days, or until July 29, 2019, to achieve
compliance with the minimum bid price requirement.

                          *    *    *

As reported by the TCR on March 26, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD'
(selective default).  "The upgrade reflects a reassessment of our
issuer credit rating on Ultra following the company's completion of
several debt exchanges, whereby holders of approximately an
aggregate $550 million of its 6.875% unsecured notes due 2022 and
$275 million of its 7.125% unsecured notes due 2025 exchanged their
debt for warrants and $572 million of new 9% cash/2%
payment-in-kind second-lien notes due 2024.


UNITED CONTINENTAL: S&P Rates New Senior Unsecured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to United Continental Holdings Inc.'s proposed
senior unsecured notes. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in a default scenario. United Airlines Inc., United
Continental's principal operating subsidiary, will guarantee the
notes. Based on its analysis of the company's recovery prospects,
the proposed notes will not require S&P to make any changes to its
existing issue-level or recovery ratings on United Continental or
United Airlines.

S&P revised its outlooks on United Continental and United Airlines
to positive from stable and affirmed its ratings on the companies
on April 29, 2019.

"United Continental continues to generate solid earnings and cash
flow, including a strong performance during the first quarter of
2019, and we expect its results to continue to improve for the rest
of the year. These gains, along with our expectation that the
company's debt levels will remain roughly flat, should lead to
gradually improving credit measures," S&P said.

"We could raise our ratings on United Continental if its funds from
operations (FFO) to debt ratio remains above 35%, its free
operating cash flow (FOCF) to debt ratio increases to more than
15%, and we expect it to maintain the ratios at these levels going
forward," the rating agency said.

ISSUE RATINGS -- RECOVERY ANALYSIS

Key analytical factors

-- S&P assigned its 'BB' issue-level rating and '3' recovery
rating to United Continental Holdings Inc.'s new note issuance.

-- S&P's 'BBB-' issue-level rating and '1' recovery rating on the
company's first-lien bank debt obligations and its 'BB' issue-level
rating and '3' recovery rating on its senior unsecured notes remain
unchanged.

-- In addition, S&P rates the company's enhanced equipment trust
certificates (EETCs), though it rates those certificates under
different criteria. Those ratings are not included in this review.

-- While it expects that United Continental Holdings Inc. would
reorganize, S&P values the company on a discrete asset basis. In
addition, S&P assumes that the company's pension liabilities are
rejected in reorganization as are selected capacity purchase
agreements and 25% of lease liabilities, resulting in significant
non-debt claims.

-- S&P's valuations reflect its estimate of the value of the
various assets at default based on net book value for current
assets and market appraisals for aircraft and routes as adjusted
for expected realization rates in a distressed scenario.

Simplified waterfall

-- Simulated year of default: 2024
-- Jurisdiction/jurisdiction ranking assessment: U.S./Group A
-- Gross enterprise value--discrete asset valuation (DAV)
approach: $17,341 million
-- Valuation split (obligor/nonobligor): 100%/0%
-- Net recovery value after admin. costs (5%): $16,474 million
-- Value of bank collateral: $3,384 million
-- Estimated outstanding at default under bank facilities: $3,176
million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available to other claims: $13,297 million
-- Secured first priority claims (primarily EETCs): $8,285
million
-- Total value available to unsecured claims: $5,013 million
-- Unsecured debt claims/pari passu claims: $1,692 million/$5,170
million
-- Recovery expectations: Capped at 50%-70% (rounded estimate:
65%)

Notes: Debt amounts include six months of accrued interest that S&P
assume will be owed at default. Collateral value includes asset
pledges from obligors (after priority claims) plus equity pledges
in nonobligors. S&P generally assumes usage of 85% for cash flow
and 60% for asset-based lending (ABL) revolvers at default.

Recovery rating cap: S&P generally cap its recovery ratings on the
unsecured debt issued by entities that it rates 'BB-' or higher at
'3' to account for the high risk that their recovery prospects may
be impaired by incremental debt issuance prior to default.

Refinancing assumptions: S&P generally assumes debt maturing before
its simulated default is refinanced before maturity and that highly
amortizing debt is refinanced before the cumulative amortization
exceeds 40% of the original principal. In this case, S&P assumes
that United would refinance 50% of its maturing EETCs and other
aircraft-backed debt.

  Ratings List
  United Continental Holdings Inc.

  Issuer Credit Rating              BB/Positive/--

  New Rating
  United Continental Holdings Inc.

  Senior Unsecured
  US$350 mil sr nts due 01/15/2025 BB
  Recovery Rating              3(65%)


UNITED ROAD: Court Junks A. Lindsay Employment Discrimination Suit
------------------------------------------------------------------
District Judge Robert M. Dow, Jr. granted Defendants URT United
Road Towing, Inc. and URT E&R Towing, Inc.'s motion to dismiss the
case captioned ANTOINE LINDSAY, Plaintiff, v. UNITED ROAD TOWING,
INC., et al., Defendants, Case No. 17-cv-5697 (N.D.Ill.).

Plaintiff filed an amended complaint seeking to bring race
discrimination and retaliation claims under Title VII of the Civil
Rights Act of 1964 against Defendants URT United Road Towing, Inc.
Although it is not clear from the amended complaint, Plaintiff
never worked for Defendants. Rather, Plaintiff worked for United
Road Towing, Inc. (d/b/a E&R Towing, Inc.).

Plaintiff seeks to bring employment discrimination claims against
Defendants--not his former employer--under the successorship
doctrine. Defendants argue that the successorship doctrine does not
apply because the sale of the Debtors' assets was made "free and
clear of all Liens, Claims, and Encumbrances other than the Assumed
Liabilities and Permitted Liens" pursuant to Section 363(f) of the
Bankruptcy Code. Defendants also argue that Plaintiff is
collaterally estopped from proceeding with his claims because his
claims were extinguished pursuant to a sale of assets under Section
363. Plaintiff contends that Defendants' arguments fail because (1)
Section 363(f) does not apply to Plaintiff's claims, and (2)
because Plaintiff never received notice of the sale.

Under Section 363(f) of the Bankruptcy Code, bankruptcy courts have
authority to approve sales of property "free and clear of any
interest in such property" only if "(1) applicable nonbankruptcy
law permits sale of such property free and clear of such interest;
(2) such entity consents; (3) such interest is a lien and the price
at which such property is to be sold is greater than the aggregate
value of all liens on such property; (4) such interest is in bona
fide dispute; or (5) such entity could be compelled, in a legal or
equitable proceeding, to accept a money satisfaction of such
interest." The parties dispute whether Plaintiff's employment
discrimination claims fall within the scope of the term "any
interest" as used in Section 363(f).

The Court need not determine whether the bankruptcy court's
determination that employment related claims fall within the scope
of Section 363 was correct because Plaintiff has not identified any
authority for this Court to collaterally review the order of the
bankruptcy court. Plaintiff appears to be arguing--although not
explicitly--that this Court has authority to review the sale order
of the bankruptcy court because Plaintiff did not receive notice of
the sale.

Plaintiff has not cited to any authority indicating that district
courts have authority to collaterally review a bankruptcy court
sale order where the party challenging the order inadvertently did
not receive notice of the sale. In fact, the Seventh Circuit has
indicated that the contrary is true with respect to sales made
under Section 363. Because Plaintiff has not identified any
authority for the Court to collaterally review the bankruptcy court
sale order, which was made "free and clear of all liens, claims,
encumbrances and interests" other than the assumed liabilities and
which thereby bars successor liability for Plaintiff's
discrimination claims, Plaintiff's arguments against dismissal
fail. The Court therefore grants Defendants' motion to dismiss
Plaintiff's amended complaint.

The Court notes, however, that Defendants apparently recognize that
Plaintiff still is entitled to $4,168.62, arguing that the Court
should compel Plaintiff to accept that amount in satisfaction of
his claims. The parties fail to address whether Plaintiff can
recover that amount in an action before this Court. Given that
Defendants have not yet paid Plaintiff the $4,168.62 in assumed
liability, the Court gives Plaintiff leave to file a second amended
complaint seeking to recover the amount owed to Plaintiff under the
terms of the asset sale, if Plaintiff believes such a claim
appropriately is brought before the Court.

A copy of the Court's Order dated Feb. 19, 2019 is available at
https://bit.ly/2VoOFzj from Leagle.com.

Antoine Lindsay, Plaintiff, represented by Justin Giles Randolph ,
Law Office of Justin G. Randolph & Philip Stephens Holloway .

URT United Road Towing, Inc & URT E&R Towing, Inc., Defendants,
represented by Brenna R. Mclean -- Brenna.McLean@jacksonlewis.com
-- Jackson Lewis P.C. & Gregory Harvey Andrews --
Gregory.Andrews@jacksonlewis.com -- Jackson Lewis P.C.

                About United Road Towing

Headquartered in Mokena, Illinois, United Road Towing, Inc., dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector.  Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.

United Road Towing, Inc., along with affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 17-10249) on Feb.
6, 2017.  The petitions were signed by Michael Mahar, chief
financial officer.  United Road estimated assets between $10
million and $50 million and debt between $50 million and $100
million.

Judge Laurie Selber Silverstein presides over the cases.

Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general
counsel.

M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' Delaware counsel.

Getzler Henrich & Associates LLC is the Debtors' financial
advisor.

SSG Advisors LLC is the Debtors' investment banker.

Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16, 2017,
appointed five creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 cases of United
Road Towing, Inc., and its affiliates.  The Committee retained
Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese
LLC as financial advisor.


UNITI GROUP: Posts $1.01 Million Net Income in First Quarter
------------------------------------------------------------
In its Quarterly Report on Form 10-Q filed with the U.S. Securities
and Exchange Commission on May 9, 2019, Uniti Group Inc. reported
net income attributable to common shareholders of $1.01 million on
$261.0 million of total revenues for the three months ended March
31, 2019, compared to a net loss attributable to common
shareholders of $870,000 on $246.91 million of total revenues for
the three months ended March 31, 2018.

"Uniti continues to see strong demand for both dark fiber and small
cell deployments, as well as new tower demand in the U.S.,
principally driven by the network densification efforts of wireless
carriers in support of the broader rollout of evolving
communication infrastructure technologies and architectures. Uniti
Fiber continues to be on track to complete the build out of several
major network expansion projects by the end of this year, and
recently wrapped up a successful E-Rate season.  We continue to see
positive momentum in our leasing business and are focused on the
lease-up of our existing fiber networks, as well as pursuing
additional value accretive sale-leaseback and OpCo/PropCo
transactions," commented Kenny Gunderman, president and chief
executive officer.

Mr. Gunderman continued, "We continue to expect to see solid
organic revenue growth across our full-suite of product and service
offerings as Uniti Leasing, Uniti Fiber, and Uniti Towers will be
significant beneficiaries of industry dynamics over the next
several years.  As a result, we are largely leaving our full year
2019 outlook unchanged."

As of March 31, 2019, Uniti had $4.69 billion in total assets,
$6.16 billion in total liabilities, $87.25 million in convertible
preferred stock, and a total shareholders' deficit of $1.55
billion.

Uniti Fiber contributed $76.8 million of revenues and $30.0 million
of Adjusted EBITDA for the first quarter of 2019, achieving
Adjusted EBITDA margins of approximately 39%.  Uniti Fiber's net
success-based capital expenditures during the quarter were $30.6
million, and maintenance capital expenditures were $2.8 million.
At March 31, 2019, Uniti Fiber had over $1.3 billion of revenues
under contract, an increase of 1% from the same year ago period.

Uniti Towers contributed $5.1 million of revenues and reported
Adjusted EBITDA of $0.3 million for the quarter.  Uniti Tower's
total capital expenditures for the first quarter were $27.2 million
and included the completion of construction of 72 towers and the
acquisition of 2 towers in the U.S.

Uniti Leasing had revenues of $176.1 million and Adjusted EBITDA of
$174.8 million for the first quarter.  Effective Jan. 1, 2019, the
Company adopted Accounting Standards Codification 842, Leases,
which among other provisions, updated requirements regarding
evaluating the collectability of lease receivables. Accordingly,
the Company was required to re-evaluate the probability of
realizing its straight-line rent receivable associated with its
master lease with Windstream Holdings, Inc. and, in light of
Windstream's bankruptcy, has charged-off the straight-line rent
receivable as a cumulative adjustment related to the adoption of
this new accounting standard through equity. Going forward, until
there is more certainty regarding the master lease, the Company
will recognize revenue from the master lease on a cash basis.

The Consumer CLEC business had revenues of $3.0 million for the
first quarter, achieving Adjusted EBITDA margins of approximately
21.3%.

                     Investment Transaction

As previously announced on April 2, 2019, the Company completed the
sale of its tower portfolio in Latin America to an entity
controlled by Phoenix Tower International for total consideration
of approximately $100 million, realizing an estimated pre-tax gain
of approximately $24 million.

                Liquidity and Financing Transactions

At quarter-end, the Company had approximately $106 million of
unrestricted cash and cash equivalents, and undrawn borrowing
availability under its revolving credit agreement.  The Company's
leverage ratio at quarter end was 6.3x based on Net Debt to
Annualized Adjusted EBITDA.

On May 8, 2019, the Company's Board of Directors declared a
quarterly cash dividend of $0.05 per common share, payable on July
15, 2019 to stockholders of record on June 28, 2019.

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

                       https://is.gd/O5hBYw

                        About Uniti Group

Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an
internally managed real estate investment trust engaged in the
acquisition and construction of mission critical communications
infrastructure, and is a provider of wireless infrastructure
solutions for the communications industry.  The Company is
principally focused on acquiring and constructing fiber optic
broadband networks, wireless communications towers, copper and
coaxial broadband networks and data centers.  As of March 31, 2019,
Uniti owns 5.6 million fiber strand miles, approximately 500
wireless towers, and other communications real estate throughout
the United States.

Uniti reported net income attributable to common shareholders of
$7.98 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common shareholders of $16.55 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$4.59 billion in total assets, $5.99 billion in total liabilities,
$86.50 million in convertible preferred stock, and a total
shareholders' deficit of $1.49 billion.

PricewaterhouseCoopers LLP, in Little Rock, Arkansas, 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, 2018, citing that the Company's most significant customer,
Windstream Holdings, Inc., which accounts for approximately 68.2%
of consolidated total revenues for the year ended Dec. 31, 2018,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code, and uncertainties surrounding potential impacts to
the Company resulting from Windstream Holdings, Inc.'s bankruptcy
filing raise substantial doubt about the Company's ability to
continue as a going concern.

                            *   *   *

As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered
its issuer credit rating on Unti Group's Corporate Family Rating to
'CCC-' from 'CCC+'.  The lower rating follows the downgrade of
Uniti's principal leasing tenant, Windstream Holdings Inc.  Also in
February 2019, Moody's Investors Service downgraded downgraded
Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from
'Caa1' following the downgrade of Windstream Services.



UNIVERSAL FIBER: Moody's Alters Outlook on B3 CFR to Positive
-------------------------------------------------------------
Moody's Investors Service has changed Universal Fiber Systems,
LLC's outlook to positive from negative. At the same time, Moody's
has affirmed the company's B3 Corporate Family Rating, B2 first
lien senior secured rating, and Caa2 second lien senior secured
rating. These actions follow the company's March 2019 amendments to
its existing credit agreements that relaxed the covenant thresholds
and extended its revolver maturity.

Rating affirmations:

Issuer: Universal Fiber Systems, LLC

Corporate Family Rating, affirmed B3;

Probability of Default Rating, affirmed B3-PD;

Senior Secured First Lien Revolving Credit Facility, affirmed
B2 (LGD3);

Senior Secured First Lien Term Loan, affirmed B2 (LGD3);

Senior Secured Second Lien Term Loan, affirmed Caa2 (LGD6);

Outlook action:

Outlook, changed to positive from negative

RATINGS RATIONALE

"The positive outlook reflects Universal Fiber's improved financial
flexibility after amending its credit agreements and expected free
cash flow generation despite raw material inflation in the next 12
to 18 months," says Jiming Zou, a Moody's Vice President and Lead
Analyst for Universal Fiber.

The credit agreement amendment extended the maturity of the
revolver by nine months to July 2, 2021, and raised the threshold
of the maximum total leverage covenant to 5.75x through September
30, 2020. Universal Fiber reported 4.97x total leverage ratio
(excluding Moody's standard adjustments) at the end of 2018, due to
elevated raw material costs and weak earnings. The company's
reported EBITDA declined to $46 million in 2018, down from $49
million in 2017, primarily because of raw material cost inflation.
Price of Nylon 6,6, a key raw material for its fiber production,
increased precipitously in 2018 due to supply shortage. The lead
time to add new capacities will likely keep Nylon 6,6 price
elevated and contain the potential of earnings improvement for
Universal Fiber in 2019.

Despite raw material cost inflation, the company is likely to
generate free cash flow and reduce leverage below 6.0x (including
Moody's standard adjustments) in 2019, from 6.2x at the end of
2018. The business has consistently generated free cash flow
averaging $10 million per annum (before shareholder distributions)
in the last four years thanks to its modest working capital
requirements and capital expenditure. It had a strong cash balance
of $19.5 million at the end of 2018.

Universal Fiber now has access to $30 million revolver, which seems
sufficient for its business operation. The amendment reduced the
total commitment amount from $35 million, as the company has
historically drawn down only a small amount of its revolver for
working capital needs. No amounts, except for $0.6 million letter
of credit, were outstanding at end-2018.

The rating affirmations reflect the company's high debt leverage,
small business scale, operational, supplier, and customer
concentration, modest organic growth prospects and longer-term risk
associated with private equity ownership. The company's small size,
annual sales of $260 million, and its limited portfolio of fiber
products, primarily nylon, position its business profile below many
single-B rated companies.

The rating is supported by its ability to offer customized fiber
products to meet high performance standards in applications such as
commercial and automotive carpets, apparels, industrial and
military goods. Solid niche market positions, long-term customer
relations and efficient small lot production has supported EBITDA
margin in the mid to-high teens over time. The company has
generated positive free cash flow thanks to its modest maintenance
capital spending.

Moody's could upgrade the rating, if the company is able to improve
its earnings and maintain free cash flow generation, and leverage,
as adjusted by Moody's, falls below 6.0x on a sustainable basis.

Moody's could downgrade the rating, if the company's earnings and
cash flow continue to deteriorate, or if leverage exceeds 7.0x and
free cash flow turns negative.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Universal Fiber Systems, LLC manufactures solution-dyed and natural
synthetic fibers used primarily in commercial carpet, automotive,
specialty apparel, military and industrial end markets. The company
has facilities in the United States, China, Thailand, and the
United Kingdom. Universal Fiber generated $263 million of revenues
in 2018. H.I.G. Capital acquired the company from Sterling Group in
2015.


VALERITAS HOLDINGS: Incurs $14.7-Mil. Net Loss in First Quarter
---------------------------------------------------------------
Valeritas Holdings, Inc., filed with the U.S. Securities and
Exchange Commission on May 9, 2019, its Quarterly Report on Form
10-Q reporting a net loss of $14.68 million on $6.40 million of net
revenue for the three months ended March 31, 2019, compared to a
net loss of $11.57 million on $6.08 million of net revenue for the
three months ended March 31, 2018.

Cost of goods sold was $3.4 million for the three months ended
March 31, 2019, compared to $3.2 million for the three months ended
March 31, 2018, an increase of $0.2 million due to increased sales
volume.  As a percentage of revenue, cost of goods sold remained
relatively flat during the three months ended March 31, 2019 and
March 31, 2018 at approximately 52.4%.

Total research and development expenses were $1.7 million for the
three months ended March 31, 2019, compared to $2.1 million for the
three months ended March 31, 2018, a decrease of $0.4 million.  The
decrease was primarily driven by the timing of variable external
service expenditures regarding the development of our V-Go SIM
device.  The Company expects to introduce V-GO SIM in the U.S. on a
limited basis by the end of 2019, although the Company does not
expect full market introduction to occur until 2020.

The Company's selling, general and administrative expenses were
$15.3 million for the three months ended March 31, 2019, compared
to $11.5 million for the three months ended March 31, 2018, an
increase of $3.8 million.  The increase in expenses was due
primarily to a planned 50% increase in its U.S. field sales force
in 2019.  The Company also increased its other commercial spend by
35%, driven partially by growth in its V-Go Cares program which
included an expansion of our contract trainers and our live
coaching program, as well as some additional promotional programs
related to the larger sales force.

Interest expense, net was $0.9 million for the three months ended
March 31, 2019, compared to $0.9 million for the three months ended
March 31, 2018, a decrease of less than $0.1 million.  The decrease
in the net expense was due primarily to the increased interest
income earned from cash equivalents.

As of March 31, 2019, Valeritas had $59.59 million in total assets,
$58.12 million in total liabilities, and $1.46 million in total
stockholders' equity.

The Company said it is subject to a number of risks similar to
those of earlier stage commercial companies, including dependence
on key individuals and products, the difficulties inherent in the
development of a commercial market, the potential need to obtain
additional capital, competition from larger companies, other
technology companies and other technologies.

The Company has incurred losses each year since inception, and has
experienced negative cash flows from operations in each year since
inception.  As of March 31, 2019, the Company had $36.7 million in
cash and cash equivalents ($0.5 million of which is restricted
cash) and has an accumulated deficit of $534.6 million.  The
Company's Term Loan includes a liquidity covenant whereby the
Company must maintain a cash balance greater than $2.0 million.
Based on its current business plan assumptions and expected cash
burn rate, excluding potential share sales associated with its
financing agreements, the Company believes that it has sufficient
cash and cash equivalents to fund its current operations into the
fourth quarter of 2019.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.

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

                     https://is.gd/3SYfiA

                   About Valeritas Holdings

Valeritas -- http://www.valeritas.com/-- is a commercial-stage
medical technology company focused on developing and
commercializing innovative technologies for people with diabetes.
Valeritas' flagship product, V-Go Wearable Insulin Delivery device,
is an all-in-one basal-bolus insulin delivery option for patients
with type 2 diabetes that is worn like a patch and can eliminate
the need for taking multiple daily shots.  V-Go administers a
continuous preset basal rate of insulin over 24 hours, and it
provides discreet on-demand bolus dosing at mealtimes.
Headquartered in Bridgewater, New Jersey, Valeritas operates its
R&D functions in Marlborough, Massachusetts.

Valeritas incurred a net loss of $45.92 million in 2018, following
a net loss of $49.30 million in 2017.  As of Dec. 31, 2018,
Valeritas had $68.62 million in total assets, $54.33 million in
total liabilities, and $14.28 million in total stockholders'
equity.

Friedman LLP, in East Hanover, New Jersey, the Company's auditor
since 2016, issued a "going concern" opinion in its report dated
March 5, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
recurring losses and negative cash flows from operations.  These
conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern.


VETTER ASSETS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Vetter Assets Service, LLC
        8332 W I-40 Service Road
        Oklahoma City, OK 73128
        Tel: 405-787-8789

Business Description: Vetter Assets Service, LLC is a privately
                      held company in the transportation/trucking
                      industry.

Chapter 11 Petition Date: May 8, 2019

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Case No.: 19-11872

Debtor's Counsel: Mark D. Mitchell, Esq.
                  MITCHELL & HAMMOND
                  512 NW 12th Street
                  Oklahoma City, OK 73103-2407
                  Tel: (405) 232-6357
                  Fax: (405) 232-6358
                  E-mail: mmitchell@okcmidtownlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian Vetter, managing member.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

        http://bankrupt.com/misc/okwb19-11872.pdf


WAGGONER CATTLE: Plan Confirmation Hearing Set for May 16
---------------------------------------------------------
Bankruptcy Judge Robert Jones issued an order approving Waggoner
Cattle, LLC, et al and Michael Quint Waggoner's revised first
amended disclosure statement dated April 23, 2019.

The plan confirmation hearing is set for May 16, 2019 at 1:30 p.m.
in the J. Marvin Jones Federal Building, 205 Southeast Fifth
Avenue, Amarillo, Texas 79101.

Deadline to Object to Confirmation of Plan and deadline for ballots
accepting or rejecting the plan is May 13, 2019.

                    About Waggoner Cattle

Waggoner Cattle, et al., are privately-held companies in Dimmitt,
Texas, engaged in cattle ranching and farming.  Circle W of
Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner
Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC,
and it is managing the financial affairs of those companies.

Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC,
and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to
18-20129) simultaneously filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on April 9, 2018.  In the
petitions signed by Michael Quint Waggoner, managing member the
Debtors estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.


WEATHERFORD INTERNATIONAL: Reports Q1 Net Loss of $481 Million
--------------------------------------------------------------
Weatherford International public limited company filed with the
U.S. Securities and Exchange Commission on May 10, 2019, its
quarterly report on Form 10-Q disclosing a net loss attributable to
the Company of $481 million on $1.34 billion of total revenues for
the three months ended March 31, 2019, compared to a net loss
attributable to the company of $245 million on $1.42 billion of
total revenues for the three months ended March 31, 2018.

As of March 31, 2019, Weatherford had $6.51 billion in total
assets, $10.62 billion in total liabilities, and a total
shareholders' deficiency of $4.10 billion.

In the first quarter of 2019, cash used in operating activities was
$249 million compared to cash used of $185 million in the first
quarter of 2018.  Cash used in operating activities in 2019 and
2018 were driven by working capital needs, payments for debt
interest, bonus, severance and other restructuring and
transformation costs.

The Company's cash generated from investing activities was $36
million during the first quarter of 2019 compared to a net zero
cash impact in the first quarter of 2018.  In the first quarter of
2019, the primary uses of cash in investing activities were (i)
capital expenditures of $59 million for property, plant and
equipment and the acquisition of assets held for sale and (ii) cash
paid of $5 million to acquire intellectual property and other
intangibles.  The Company's investing sources of cash in the first
quarter of 2019 included proceeds of $74 million primarily from the
dispositions of our rigs businesses in Algeria and Iraq, as well as
proceeds of $26 million from the disposition of other assets.

In the first quarter of 2019, the Company had short-term borrowings
of $228 million primarily from its Revolving Credit Agreements, and
long-term debt repayments of $15 million for payments on its Term
Loan Agreement and financed leases.

Consolidated operating results declined $262 million in the first
quarter of 2019 compared to the first quarter of 2018.  The decline
in consolidated operating results was due to a $229 million
goodwill impairment and increased asset write-downs, partially
offset by lower overhead charges.  Additionally, lower demand for
the Company's products and services coupled with an unfavorable
product mix and lack of supply chain savings have caused the
expected benefits from the Company's transformation initiatives to
slow and consequently resulted in significantly lower actual
results compared to its expectations for the first quarter of 2019.
During the first quarter of 2019, transformation cost savings
targets were not achieved due to higher than forecasted costs
associated with rationalizing the Company's manufacturing footprint
and market headwinds negatively impacting progress towards its
sales and commercial savings targets.

Weatherford said, "Due to the highly competitive nature of the
Company's business and the continuing losses it incurred over the
last few years, the Company continues to reduce its overall cost
structure and workforce to better align its business with current
activity levels.  The ongoing transformation plan, which began in
2018 and is expected to extend significantly beyond the originally
planned year-end 2019 target, includes a workforce reduction,
organization restructure, facility consolidations and other cost
reduction measures and efficiency initiatives across its geographic
regions."

In connection with the Transformation Plan, the Company recognized
restructuring and transformation charges of $20 million in the
first quarter of 2019, which include severance charges of $2
million, other restructuring charges of $14 million and
restructuring related asset charges of $4 million.  In the first
quarter of 2018 the Company recognized restructuring charges of $25
million, which included severance charges of $11 million and other
restructuring charges of $14 million.  Other restructuring charges
in both periods included contract termination costs, relocation and
other associated costs.
                
                Expects to File for Chapter 11

Weatherford said several factors contributed to its poor financial
results for the first quarter of 2019.  These factors have had a
significant negative impact on its ability to negotiate acceptable
terms with its lenders on new or extended credit facilities and new
longer-term debt issuances.  As a result, the Company believes that
it will not be able to generate sufficient liquidity to service all
of its debt and other obligations or comply with its debt covenants
at some point within the next twelve months.  These conditions
raise substantial doubt about its ability to continue as a going
concern.  

"Our bond price decline and our share price decline, as well as our
Company's credit ratings, have over time increased the level of
uncertainty in our business and have impacted various key
stakeholders, including our employees, our customers and suppliers,
and our key lenders.  We have experienced losses and negative
operating cash flows for multiple years, despite continued focus on
our overall profitability, including managing expenses.  As shown
in our Condensed Consolidated Financial Statements, we incurred
operating losses in the first quarter of 2019, requiring us to
supplement operating activities with cash from investing and
financing activities.  As a result of weak energy sector conditions
in the first quarter of 2019 in North America, primarily in Canada,
combined with seasonal and weather-related disruptions in the
United States, Europe and Russia as well as project start-up costs
and an unfavorable impact from foreign exchange in Argentina, our
operational results, working capital and cash flows were negatively
impacted.  These industry and company specific conditions led to
lower demand for our products and services and significantly lower
than expected benefits from our transformation, consequently
resulting in lower actual results compared to our expectations for
the first quarter of 2019.  Finally, the market outlook for our
Company and the energy sector continues to be constrained due to
the uncertainty of anticipated activity particularly in North
America, including lower spending by many of our customers
resulting in lower than expected benefits from our transformation.
These uncertainties have impacted our Company in several ways,
including the retention of our key personnel, access to debt and
equity credit at suitable terms, our level of working capital and
our ability to execute within our targeted timing on our
transformation."

To address this projected shortfall in liquidity and capital
structure constraints, Weatherford expects to reach an agreement in
principle with holders of a majority of its unsecured senior notes
on the terms of a Restructuring Support Agreement.    Furthermore,
the Company is in negotiations for definitive commitments related
to debtor-in-possession facilities, which are expected to be
completed in the near term.  The capital restructuring transaction
is expected to be implemented through cases to be commenced by the
Company and certain of its subsidiaries under Title 11 of the
United States Bankruptcy Code and an examinership proceeding under
the laws of Ireland.  The Company gives no assurances that the
capital restructuring transaction, including entry into the DIP
Facilities, will be completed.

                     Sources of Liquidity

The Company's sources of available liquidity have included cash and
cash equivalent balances, accounts receivable factoring,
dispositions, and availability under committed lines of credit. In
addition, the Company expects to continue to evaluate and enter
into transactions to dispose of businesses or capital assets that
no longer fit its long-term strategy.  As set forth in the proposed
RSA the Company expects to enter into with its Consenting
Noteholders, the Company expects to reach an agreement to the
principal terms of a proposed financial restructuring of the
Company.  The Transaction is contemplated to be implemented through
a prepackaged Chapter 11 plan of reorganization to be implemented
through the Cases.  The RSA is expected to provide that the
Company's existing secured funded debt and unsecured revolving
credit facility debt will be repaid in full in cash in connection
with the Transaction.  The proposed RSA is subject to completion of
certain milestones for the progress of the Cases and termination
rights in certain circumstances.  Accordingly, no assurance can be
given that the proposed RSA will be executed and the Transaction
described in the RSA will be completed.  However, negotiations are
ongoing and are expected to be completed in the near term.

In order to provide the Company with liquidity during the pendency
of the Chapter 11 cases, the proposed RSA contemplates that the
Company will enter into two DIP Facilities.  The DIP Facilities are
expected to consist of (a) a debtor-in-possession revolving credit
facility in the principal amount of up to $750 million provided by
banks or other lenders and (b) a debtor-in-possession term loan
facility in the amount of up to $1.0 billion, which will be fully
backstopped by the Consenting Noteholders.  While there can be no
assurance that the Company is able to enter into the DIP
Facilities, negotiation of definitive commitments for the DIP
Facilities is ongoing and is expected to be completed in the near
term.

Upon completion of the Transaction, it is planned that the DIP
Facilities will be repaid or refinanced through the Company's (a)
entry into a first lien exit revolving credit facility in the
principal amount of up to $1.0 billion and (b) issuance of up to
$1.25 billion of new tranche A senior unsecured notes with a
five-year maturity, which notes issuance will be fully backstopped
by the Consenting Noteholders.

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

                        https://is.gd/ctkvZE

                         About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 80 countries and has a network of approximately 700 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 26,500 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of Dec. 31, 2018, Weatherford had $6.60
billion in total assets, $10.26 billion in total liabilities, and a
total shareholders' deficiency of $3.66 billion.

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.
The Company 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.


WELDED CONSTRUCTION: Ritchie Bros. Gets Court Okay to Buy Assets
----------------------------------------------------------------
Ritchie Bros., a global leader in asset management and disposition,
on April 29, 2019, disclosed that it has received bankruptcy court
approval to purchase the assets of Welded Construction, L.P.
together with Gordon Brothers, the global advisory, restructuring,
and investment firm.  The two companies will work together to sell
the Welded Construction assets through multiple selling channels.  


"We are excited to bring to market this late model and
well-maintained fleet of pipeline equipment," said Zac Dalton,
Director, Strategic Accounts, Ritchie Bros.  "Early market interest
for this equipment is already strong and provides us the
opportunity to provide our customers with this highly sought-after
equipment fleet through our various marketplace channels."

For more than 50 years, Welded Construction delivered high-quality
pipeline construction services across North America, building up a
world-class fleet that included a wide range of pipelayers (incl.
Caterpillar PL87, PL83, 72H, 594, 572 & 583 units), as well as
pipeline support equipment and general construction assets (incl.
Caterpillar D8T, D7R & D6T units).

"We are pleased to offer the Welded equipment for immediate sale to
the marketplace," stated Robert Himmel, Senior Managing Director of
Gordon Brothers.  "This is an incredible opportunity for the
pipeline industry given the outstanding condition of the assets and
long-standing reputation of the Welded Construction fleet."

Anyone interested in the purchase of this equipment can find
additional detail through:

   Ritchie Bros.: IronPlanet.com/welded or +1.855.910.8511
   Gordon Brothers: GordonBrothers.com/welded or +1.617.224.6753

                      About Ritchie Bros.

Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) --
http://www.RitchieBros.com-- is a global asset management and
disposition company, offering customers end-to-end solutions for
buying and selling used heavy equipment, trucks and other assets.
Operating in a number of sectors, including construction,
transportation, agriculture, energy, oil and gas, mining, and
forestry, the company's selling channels include: Ritchie Bros.
Auctioneers, the world's largest industrial auctioneer offers live
auction events with online bidding; IronPlanet, an online
marketplace with featured weekly auctions and providing the
exclusive IronClad Assurance(R) equipment condition certification;
Marketplace-E, a controlled marketplace offering multiple price and
timing options; Mascus, a leading European online equipment listing
service; and Ritchie Bros.  Private Treaty, offering privately
negotiated sales. The company's suite of multichannel sales
solutions also includes RB Asset Solutions, a complete end-to-end
asset management and disposition system.  Ritchie Bros. also offers
sector-specific solutions including GovPlanet, TruckPlanet, and
Kruse Energy Auctioneers, plus equipment financing and leasing
through Ritchie Bros. Financial Services.

                      About Gordon Brothers

Since 1903, Gordon Brothers -- http://www.gordonbrothers.com/--
has helped lenders, operating executives, advisors, and investors
move forward through change.  The firm brings a powerful
combination of expertise and capital to clients, developing
customized solutions on an integrated or standalone basis across
four service areas: valuations, dispositions, operations, and
investments.  Whether to fuel growth or facilitate strategic
consolidation, Gordon Brothers partners with companies in the
retail, commercial, and industrial sectors to put assets to their
highest and best use. Gordon Brothers conducts more than $70
billion worth of dispositions and appraisals annually.  Gordon
Brothers is headquartered in Boston, with 25 offices across five
continents.

                      About Welded Construction

Perrysburg, Ohio-based Welded Construction, L.P, is a mainline
pipeline construction contractor capable of executing pipeline
construction projects in lengths ranging from a few hundred feet to
over 200 miles.

Welded Construction, L.P., and Welded Construction Michigan, LLC,
sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead
Case No. Case No. 18-12378).  The jointly administered cases are
pending before Judge Kevin Gross.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
and Kurtzman Carson Consultants LLC as claims and noticing agent
and administrative advisor.  The Debtors also tapped Zolfo Cooper
Management, LLC and the firm's managing director Frank Pometti who
will serve as their chief restructuring officer.



WOOD DUCK INN: Exclusive Plan Filing Period Extended Until Nov. 12
------------------------------------------------------------------
Judge Thomas Catliota of the U.S. Bankruptcy Court for the District
of Maryland extended the period during which Wood Duck Inn II, LLC
has the exclusive right to file a Chapter 11 plan of reorganization
through Nov. 12, and to solicit acceptances for the plan through
Jan. 11, 2020.

The extension will give Wood Duck Inn more time to file and
complete a state court litigation against its primary creditor
unless a settlement is reached in lieu of litigation, according to
the company's attorney, Tate Russack, Esq., at RLC, PA Lawyers &
Consultants.

Wood Duck Inn, which owes $300,000 to the creditor, argued that the
creditor's high-rate business loan is usury and that its claim
against the company's sole asset violates Maryland usury laws.

The asset is a residential property owned by Alexander Doty, Wood
Duck Inn's principal.  The property is worth $425,000, according to
court filings.

                    About Wood Duck Inn II LLC

Wood Duck Inn II LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 19-10630) on Jan. 16, 2019.
In the petition signed by its owner, Alexander Chase Doty, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $500,000.  The case is assigned to Judge Thomas J.
Catliota.  RLC, P.A. Lawyers & Consultants is the Debtor's legal
counsel.



Z & J LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Z & J, LLC
          d/b/a Appeal Tech
        7 West 36th Street
        New York, NY 10018

Business Description: Z & J, LLC d/b/a Appeal Tech is an appellate

                      service provider based in New York.  Appeal
                      Tech was founded in 1998 and works with law
                      firms, government agencies, companies and
                      nonprofit organizations to perfect appeals
                      in the State Appellate Courts, the Federal
                      Circuit Courts of Appeals, and the United
                      States Supreme Court.

Chapter 11 Petition Date: May 9, 2019

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

Case No.: 19-11502

Judge: Hon. James L. Garrity Jr.

Debtor's Counsel: Daniel Scott Alter, Esq.
                  DANIEL S. ALTER
                  360 Westchester Avenue #316
                  Port Chester, NY 10573
                  Tel: 914-393-2388
                  E-mail: dsa315@mac.com

Total Assets: $1,523,690

Total Liabilities: $1,083,211

The petition was signed by Michael Kestan, president.

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

        http://bankrupt.com/misc/nysb19-11502.pdf


ZINC-POLYMER PARENT: Fitch Assigns 'B' LT IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a final Long-Term Issuer Default Rating
of 'B' to Zinc-Polymer Parent Holdings, LLC. Fitch has also
assigned a final 'B' Long-Term IDR to the co-borrowers on the
company's senior secured credit facility: Polymer Process Holdings,
Inc. and Zinc Holdings, Inc. The credit facility, comprised of a
$50 million revolving credit facility and $355 million term loan,
is rated 'BB-'/'RR2'. The Rating Outlook is Stable.

The final ratings are in line with the expected ratings assigned on
April 15, 2019. This action follows the acquisition of ZP by One
Rock Capital Partners and the receipt of final financing documents
conforming to earlier information.

KEY RATING DRIVERS

Strong Position in Niche Markets: The rating is supported by ZP's
strong positions in niche markets, engineering and product
development capabilities and competitive manufacturing footprint.
These factors are balanced against the company's small size
compared to certain competitors, exposure to cyclical raw
materials, high customer concentrations and relatively high
financial leverage following the planned buyout by One Rock Capital
Partners. The rating also takes into account limited financial
disclosure from the company until it begins publishing audited
financial statements.

Modest Growth: ZP has generated low single digit revenue growth
over the past few years, but has invested in expanding its
facilities and has several new customer contracts that will support
future growth. ZP's end markets are projected to grow at a
mid-single digit pace going forward, and ZP has exposure to end
markets, including the health care and food markets, that are
expected to exhibit limited cyclicality. Fitch projects low to
mid-single digit top line growth over the next two years, supported
by new customer contracts in 2020.

Weak Margins: ZP generates weak EBITDA margins, at around 10% in
2018, with margins having come under some pressure in 2017-2018 due
to higher resin costs. Raw material pass-through provisions reduce
but do not eliminate the effect of material cost changes. Margins
are expected to recover in 2019 as price increases were implemented
in early 2019. Management does not anticipate making significant
changes to the company's cost structure.

Improving FCF: FCF is projected to improve to 1%-3% of revenues in
2019 and 2020 as growth capex subsides, and to 3%-4% of revenues
longer term. Cash flow is expected to be used for debt repayment,
including annual term loan amortization $3.6 million and additional
debt payments required by the cash flow sweep. Other potential uses
of cash include higher levels of growth capex, acquisitions and
dividends as permitted under the restricted payments covenant.

Initially High Financial Leverage: Financial leverage starts out
relatively high at a projected 4.8x as of the end of 2019. Leverage
improves to around 4.0x at the end of 2020 and to under 4.0x in
2021 assuming moderate EBITDA growth and required debt repayments.
Fitch does not expect leverage to increase, and the pace of
deleveraging will depend on the extent of internal and external
growth opportunities.

Recovery Rationale

The recovery analysis assumes that ZP would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate of $58
million reflects Fitch's view of a sustainable, post-reorganization
EBITDA level, upon which the agency bases the valuation of the
company. The going-concern EBITDA reflects the potential for the
loss of a significant customer, given that ZP has large customer
concentrations.

An EV multiple of 6x is used to calculate a post-reorganization
valuation. Other transactions involving diversified industrial
companies include Johnson Controls' purchase of Tyco in September
2016 for a 10.0x multiple and KKR's purchase of Gardner Denver in
July 2013 for 8.6x EBITDA.

The first lien secured revolving credit facility is assumed to be
fully drawn upon default. The first lien credit facility and term
loan are pari passu in the waterfall. The analysis results in 'RR2'
for the secured revolver (fully drawn at $50 million) and term
loan, representing superior recovery prospects (71%-90%).

DERIVATION SUMMARY

ZP competes in niche end markets in packaging, plastics, engineered
nylon and filaments, coinage and fuses. Other diversified
industrials with Long-Term IDRs in the 'B' category include Griffon
at 'B+' and Hillman at 'B-'. Both are larger than ZP and have
higher financial leverage, although Griffon's debt/EBITDA is
projected to improve to below 5x over the next two years. No
country-ceiling, parent/subsidiary or operating environment aspects
impact the rating.

KEY ASSUMPTIONS

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

  -- Sales grow at 3% annually, with a faster 6% growth rate in
     2020 as the company begins new sales to major pharmaceutical
     companies;

  -- EBITDA margins recover in 2019, with additional modest
     improvement in 2020 and 2021;

  -- Capex declines from 8% of revenues in 2018 to 4% of revenues
     in 2019 and 3% thereafter;

  -- FCF improves to 1%-3% of revenues in 2019-2020 and 3%-4% of
     revenues longer term;

  -- Debt repayment equal to TL amortization plus additional
     repayments as required by excess cash flow sweep;

  -- Debt/EBITDA improves from 4.8x at the end of 2019 to under 4x

     in 2021.

RATING SENSITIVITIES

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

  -- Maintenance of a more conservative financial posture leading
     to a reduction in debt/EBITDA to below the 4x range and
     FFO-adjusted leverage to below the mid-4x range on a
     sustained basis;

  -- An improvement in FCF margins to above 4%;

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

  -- A more aggressive financial posture leading to debt/EBITDA
     sustained above the 5x range and FFO-adjusted leverage above
     the mid-5x range on a sustained basis;

  -- A FCF margin consistently below 2%.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: ZP's liquidity is adequate and consists of
expected cash of $33 million at closing and an unused $50 million
five-year revolving credit facility. FCF, another source of
liquidity, is expected to improve in 2019 and 2020 to around 1%-3%
of revenues as capex subsides following completion of several
larger capital projects.

The debt structure initially consists of a $355 million, seven-year
term loan that amortizes at 1% annually. The revolver and term loan
have a first lien on the personal and real property of the loan
parties.



[*] Marti Murray Joins Brattle Group's N.Y. Office as Principal
---------------------------------------------------------------
The Brattle Group on May 7, 2019, disclosed that Marti P. Murray,
an expert in complex financial transactions who has served as an
investment manager, a bankruptcy and restructuring financial
advisor, and a fiduciary has joined the firm's New York office as a
principal.  Ms. Murray joins Brattle from Murray Analytics, a firm
she founded and which specialized in expert testimony, financial
advisory, business and securities valuation, and fiduciary
oversight.

Ms. Murray's career spans more than thirty years and includes
serving as an expert witness as well as in leadership roles at both
investment management and financial advisory firms.  She was the
founder, president, and portfolio manager of Murray Capital
Management, a distressed debt-focused hedge fund that she led from
1995-2008.  While at Murray Capital, she played an active
leadership role in numerous high-profile restructurings and
litigations; her clients included Fortune 500 pension funds,
university endowments, private foundations, funds of funds, and
high net worth individuals.

"Marti's experience in navigating the complexities of high-stakes
transactions will be a great asset to our clients in New York and
around the country," remarked Brattle President Alexis Maniatis.
"Marti will also add significant capacity to Brattle's bankruptcy
and restructuring practice," added Principal Yvette Austin Smith.

"I am thrilled to be joining Brattle's first-rate team of financial
advisory and dispute experts," said Ms. Murray.  "Our blended
expertise will enhance the services available to my existing
clients, and I look forward to working on a broad range of disputes
with my new Brattle colleagues."

Ms. Murray was an adjunct professor at the NYU Stern School of
Business from 2001-2013, having taught courses on bankruptcy and
distressed debt investing.  She currently serves as the vice-chair
of the Academic Relations Committee for the Turnaround Management
Association.  She has been a frequent speaker at investor
conferences worldwide on the topics of distressed debt and activist
investing, including most recently at VALCON 2018.

She is the author of "Notes from the Road: The Bankruptcy Cases
Everyone is Talking About and the Issues that Make Them
Controversial," published by the American Bankruptcy Institute. She
was also a contributing author to the first edition of Managing
Hedge Fund Risk: From the Practitioner's Perspective.  Ms. Murray
has served on the board of directors of multiple companies and
investment vehicles, including Edcon, PIMCO Income Strategy Fund
and PIMCO Income Strategy Fund II, and California Coastal
Communities and is a full member of the National Association of
Federal Equity Receivers (NAFER).

Several of Ms. Murray's colleagues from Murray Analytics will be
joining her in moving to Brattle, including associates Julia Zhu
and Mohnish Zaveri, both of whom have expertise in financial
modeling and analytical support.

                     About The Brattle Group

The Brattle Group -- http://www.brattle.com/-- analyzes complex
economics, finance, and regulatory questions for corporations, law
firms, and governments around the world.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
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