/raid1/www/Hosts/bankrupt/TCR_Public/190604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 4, 2019, Vol. 23, No. 154

                            Headlines

ACE CASH: Moody's Alters Outlook on B3 CFR to Negative
ADVANCE SPECIALTY: PCO Files 5th Interim Report
AIXIN LIFE: 1Q 2019 Financial Results Cast Going Concern Doubt
AMBOY GROUP: $300K Sale of Substantially All Assets Approved
AMERICANN INC: Incurs $557K Net Loss in Second Quarter

AMERIGAS PARTNERS: Fitch Affirms BB LongTerm IDRs, Outlook Stable
ANKA BEHAVIORAL: DOJ Watchdog Appointed David Crapo as PCO
ATLANTA AUCTION: $800K Sale of Forest Park Property Approved
AVEANNA HEALTHCARE: Moody's Alters Outlook on B3 CFR to Stable
BCPE EMPIRE: Moody's Assigns First-Time B2 CFR, Outlook Stable

BEAUTIFUL BROWS: Trustee's June 10 Auction of 19 Properties Set
BETHUNE-COOKMAN UNIV: Fitch Keeps CCC+ Bonds Rating on Watch Neg.
CLEAN ENERGY: 1Q 2019 Financial Results Cast Going Concern Doubt
COLLASPE IMPOSSIBLE: U.S. Trustee Unable to Appoint Committee
CORDOVACANN CORP: Accumulated Deficit Casts Going Concern Doubt

COVENANT SURGICAL: Moody's Affirms B3 CFR, Outlook Stable
CRESCENT ASSOCIATES: $1.85M Sale of Los Angeles Property Approved
CTI INDUSTRIES: Credit Facility Breaches Cast Going Concern Doubt
D&J FITNESS: United Leasing Objects to Disclosure Statement
DI PURCHASER: Moody's Hikes Corp. Family Rating to 'Caa1'

ENERGY GUARD: June 17 Auction of All Membership Units Approved
EXACTUS INC: Accumulated Deficit Casts Going Concern Doubt
FAIRGROUNDS PROPERTIES: $115K Private Sale of Lot 30 Approved
FALLS EVENT: Trustee's $1.95M Sale of Burr Ridge Property Approved
FALLS EVENT: Trustee's $1.95M Sale of St. George Property Approved

FLOYD E. SQUIRES: Liquidating Agent's Sale Eureka Property Approved
FRANK THEATRES: Exclusive Plan Filing Period Extended to July 17
FTD COMPANIES: Case Summary & 30 Largest Unsecured Creditors
FTD COMPANIES: Nexus to Buy Florist Biz for $95 Million
FTD COMPANIES: Personal Creations, Shari's Get Non-Binding Offers

FTD COMPANIES: Says Essential Suppliers First in Line for Payment
GOLASINSKI HOMES: Voluntary Chapter 11 Case Summary
GREAT FOOD: Seeks to Extend Exclusive Filing Period to Dec. 31
HALCON RESOURCES: Moody's Cuts CFR to Caa2 & Unsec. Notes to Caa3
HEART CARE: Provident Bank Objects to Disclosure Statement

HELIOS AND MATHESON: Stockholders Approve Reverse Stock Split
HOLLANDER SLEEP: U.S. Trustee Forms 5-Member Committee
IACCARINO INC: Pennsylvania Objects to Disclosure Statement
IDERA INC: Moody's Affirms 'B3' CFR & 'B2' First Lien Debt Rating
IDL DEVELOPMENT: CMC on Private Sale of All Assets Held

IDL DEVELOPMENT: Exclusive Plan Filing Period Extended to Aug. 27
IOTA COMMUNICATIONS: Incurs $13.6 Million Net Loss in Q3 2019
IOTA COMMUNICATIONS: Promotes Terrence DeFranco to CEO
IPS WORLDWIDE: Trustee's June 19 Auction of All Assets Approved
JEFFERY WYATT: $1.9M Sale of Saratoga Commercial Unit C Approved

JEFFERY WYATT: $500K Sale of Saratoga Commercial Property Approved
JEFFERY WYATT: $500K Sale of Saratoga Commercial Unit B Approved
JLT HOLDINGS: $700K Sale of Hallandale Condo Unit 3205 Approved
JOSEPH BRENNICK: $48K Sale of Myakka Property to Bentos Approved
KONA GRILL: July 23 Auction of Substantially All Assets Set

KRONOS ACQUISITION: Moody's Cuts CFR to Caa1, Outook Stable
LODAN 23 LLC: Seeks to Extend Exclusivity Period to Aug. 13
MARTIN BURKE: $899K Sale of Oakton Property to Brinns Approved
METWOOD INC: Has $52,327 Net Loss for Quarter Ended March 31, 2018
MGM RESORTS: Fitch Affirms BB LongTerm IDRs, Outlook Stable

MI OPCO: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
NEONODE INC: Appoints New Chief Financial Officer
NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice from NYSE
ONE WAY LOANS: Sublease Agreement with Redlener Approved
OWEN & FRED: June 26 Hearing on Disclosure Statement

PEM FAMILY: Provides More Info on Feasibility Analysis in New Plan
PEN INC: Incurs $20,500 Net Loss in First Quarter 2018
PEN INC: Incurs $20,800 Net Loss in Second Quarter 2018
PERFORCE SOFTWARE: Moody's Affirms B3 CFR, Outlook Stable
PHI INC: Deadline to File Claims Set for June 24

PINEY WOODS: Sale of All Assets to Komatsu and Coalmont Approved
PRIMARY PROVIDERS: Unsecureds to Get 88-94 Monthly Payments
REALTY CAPITAL: Seeks to Extend Exclusivity Period to Aug. 21
SAFE HAVEN: July 25 Plan Confirmation Hearing
SEARS HOLDINGS: Unsecured Creditors to Get 2.5% Under Amended Plan

SHANGHAI HUAXIN: June 28 Chapter 15 Recognition Hearing Set
SHOE SHIELDS: Disclosure Statement Hearing Continued to June 10
SOUTHCROSS ENERGY: Taps Alvarez & Marsal as Financial Advisor
SOUTHCROSS ENERGY: Taps Davis Polk as Legal Counsel
SOUTHCROSS ENERGY: Taps Evercore Group as Investment Banker

SOUTHCROSS ENERGY: Taps Morris Nichols as Delaware Co-Counsel
SOUTHCROSS ENERGY: Taps PwC as Tax Services Provider
SPECIALTY RETAIL: Confirmation Rejection Forces Changes to Plan
ST. JUDE NURSING: PCO Reports No Complaints on Quality of Care
SUPER HERO KIDS: Acting DOJ Watchdog Appoints T. Mackey as PCO

TAMARACK AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
TAMARACK AEROSPACE: Winglets Maker Files for Chapter 11
TECHNIPLAS LLC: Moody's Affirms Caa1 CFR, Outlook Stable
TORTOISE BORROWER: Moody's Affirms Ba2 CFR on Planned Acqusition
TPC GROUP: Moody's Hikes Corp. Family Rating to 'B2'

UNIFIED PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
UPSTATE PHYSICIAN: NY Judge Approves Appointment of S. Hart as PCO
[^] Large Companies with Insolvent Balance Sheet

                            *********

ACE CASH: Moody's Alters Outlook on B3 CFR to Negative
------------------------------------------------------
Moody's Investors Service has affirmed Ace Cash Express, Inc.'s B3
corporate family and senior secured debt ratings and changed the
outlook to negative from stable.

The change in outlook reflects transition risk posed by the
acquisition of Amscot Financial, Inc., which ACE announced on May
22, 2019.

Affirmations:

Issuer: Ace Cash Express, Inc.

Corporate Family Rating, Affirmed B3

Senior Secured Regular Bond/Debenture, Affirmed B3

Outlook Actions:

Issuer: Ace Cash Express, Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The rating affirmation and change in outlook to negative from
stable follows ACE's announcement to acquire Amscot, a payday
lender with 237 stores in Florida. The acquisition, which is
expected to be consummated by September 30, 2019, is subject to ACE
obtaining relevant financing for it.

Moody's said that the negative outlook mainly reflects the
transition risk to creditors posed by the Amscot acquisition, given
that Amscot's loan portfolio consists of payday loans, that ACE is
planning to convert to installment loans. Moreover, the acquisition
will increase ACE's concentration in Florida, where it already has
77 stores. While there are currently no enacted regulations in
Florida that would negatively impact ACE's installment and payday
product offerings, the increased state concentration heightens the
company's regulatory risk, in Moody's view.

ACE has yet to disclose how it intends to finance the Amscot's
acquisition, which has a purchase price of $241 million, of which
$206 million are to be paid at closing. Moody's expects that the
transaction will be financed through debt, which will increase the
company's leverage. While higher leverage is credit negative,
Moody's does not consider it will meaningfully weaken the company's
credit profile. Moody's estimates that ACE's Debt/EBITDA leverage
would increase to up to 3.5x on a pro-forma basis, not taking into
account the company's projected synergies, from 2.8x for the last
twelve months ended March 31, 2019. The pro-forma leverage level
would remain below the rated peer median.

ACE's B3 ratings continue to reflect the company's high regulatory
risk, both at the federal and state levels, given its high-cost
lending business model. In addition, Moody's views ACE's weak
capitalization, with a substantial tangible equity deficit, as a
key credit weakness. The acquisition of Amscot will further weaken
ACE's tangible capitalization due to the incurrence of goodwill
related to the acquisition. Partially mitigating the concern of
weak capitalization is the fact that ACE derives a substantial
portion of its revenues from non-lending businesses, such as
prepaid card services and cash checking, which are not
capital-intensive businesses and carry limited credit risk. Moody's
expects that the acquisition of Amscot, which also provides
non-lending products, will marginally increase ACE's reliance on
lending revenues.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The negative outlook indicates that an upgrade of ACE's ratings is
unlikely over the next 12-18 months. The outlook could be revised
to stable if ACE successfully transitions Amscot's payday loan
portfolio to installment loans, without incurring
higher-than-anticipated credit losses, and maintains strong
profitability.

ACE's ratings could be downgraded if ACE experiences challenges in
transitioning Amscot's payday portfolio to installment loans or if
asset quality of the combined entity meaningfully deteriorates.
ACE's ratings could also be downgraded as a result of a regulatory
development, either at the federal or state level, that would
significantly curtail the company's lending business.

In addition, ACE's senior debt rating could be downgraded
independent from its corporate family rating, if ACE finances the
Amscot's acquisition with the debt senior to its outstanding $315
million senior secured notes currently rated B3. Conversely, the
senior debt rating could benefit from any debt financing that is
subordinated to it.

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


ADVANCE SPECIALTY: PCO Files 5th Interim Report
-----------------------------------------------
Tamar Terzian, the appointed Patient Care Ombudsman for Advance
Specialty Care, filed a fifth interim report for the Debtor
covering the period of January 15, 2019, through March 19, 2019.

In this Report, the PCO continued to observe the Registered Nurses
(RNs) and some of the Licensed Vocational Nurse (LVNs) at the
patients’ homes.

The PCO then disclosed that the patients are well monitored, and
the nurses had knowledge of the patients' needs. Further, the PCO
has also observed that the patients have become more stabilized and
made significant progress compared to prior visits due to the care
provided by the LVNs.

In general, the PCO reported that there is nothing to recommend for
the Debtor as the procedures and protocols of the registered nurses
and LVNs are properly implemented.

A full-text copy of the Fifth Interim Report is available at
https://is.gd/4FbYOv from PacerMonitor for free.

                 About Advance Specialty Care

Based in Los Angeles, California, Advance Specialty Care, LLC, is a
home-health care provider offering nursing, physical therapy,
occupational therapy, speech pathology, medical social, and home
health aide services.  The company previously sought bankruptcy
protection on March 19, 2016, (Bankr. C.D. Calif. Case No.
16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No.
17-23070).

Advance Specialty Care, LLC, a/k/a ASC, LLC filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 17-24737) on Nov. 30, 2017.
The petition was signed by Moises L. Simbulan, chief financial
officer.  At the time of filing, the Debtor estimated $500,000 to
$1 million in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Robert N. Kwan.


AIXIN LIFE: 1Q 2019 Financial Results Cast Going Concern Doubt
--------------------------------------------------------------
Aixin Life International, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $278,005 on $90,479 of net sales for
the three months ended March 31, 2019, compared to a net loss of
$417,949 on $104,548 of net sales for the same period in 2018.

At March 31, 2019 the Company had total assets of $2,098,647, total
liabilities of $5,333,768, and $3,235,120 in total stockholders'
deficit.

Company President and Chief Executive Officer Quanzhong Lin said,
"The Company incurred net losses of $278,005 and $417,949 for the
three months ended March 31, 2019 and 2018, respectively.  The
Company also had a stockholders' deficit of $3.2 million as of
March 31, 2019.  These conditions raise a substantial doubt about
the Company's ability to continue as a going concern.  The Company
plans to increase its income by improving communications with
suppliers to ensure sufficient and quality products supply,
building a competitive and efficient sales force, providing
attractive sales incentive program, increasing marketing and
promotion activities, and minimize operating costs.  The Company's
majority shareholder, Quanzhong Lin, plans to invest additional RMB
10 million (approximately $1.5 million) into the Company by the end
of the second quarter of 2019 to help the Company's working capital
needs.  As of March 31, 2019, the Company has received RMB 9.1
million (approximately $1.4 million) from Quanzhong Lin.  The CFS
do not include any adjustments that might result from the outcome
of this uncertainty."

A copy of the Form 10-Q is available at:

                       https://is.gd/7ROp3p

Aixin Life International, Inc., through its subsidiary, AiXin
Zhonghong Biological Technology Co., Ltd., markets and sells
nutritional products in China.  Its products include Oleesa milk
powder, CO Q10, D-Ribose powder, and other nutritional supplements.
The company sells products through exhibition events, conferences,
and person-to-person marketing.  AiXin Life International, Inc. is
based in Chengdu, China.


AMBOY GROUP: $300K Sale of Substantially All Assets Approved
------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Amboy Group, LLC and CLU Amboy,
LLC to sell substantially all assets of Amboy Group to United
Premium Foods, LLC for a cash payment of $75,000, plus assumption
of the DIP loans and an earnout payment in the amount of $225,000.

The terms, conditions and transactions contemplated in the Asset
Purchase Agreement are approved in all respects .

The sale is free and clear of any and all Liens and Claims, with
any Liens and Claims to attach only to the proceeds of the Sale.

The Debtor and the Buyer will not be required to comply with the
New Jersey Bulk Sale Statute and pursuant to the within Sale, will
be exempt from payment of real estate transfer taxes.

The stay of the within Sale Order, set forth in Bankruptcy Rule
6004(h) be and is vacated, the Sale Order will be enforceable
immediately upon entry; and the Debtor and the Buyer are authorized
to consummate and close the sale contemplated by the APA
forthwith.

At closing, the Buyer will execute such documents as are necessary
to assume the DIP loan held by KRC Funding, LLC, the subordinate
lien on the Assets held by Newtek Small Business Finance LLC, as
restructured between the Buyer and Newtek.  The Debtor and the
Buyer will consummate the sale approved hereunder no later than
June 14, 2019.

Section 9(3) of the Settlement Agreement by and among (i) Amboy,
(ii) UPF, and (iii) Multivac, Inc., approved by the Court pursuant
to Order entered on Feb. 28, 2019 is amended as follows: "This
Agreement will not become effective or legally enforceable until or
unless the United States Bankruptcy Court for the District of New
Jersey enters a final, nonappealable order authorizing the sale of
Amboy's assets, including the Multivac equipment to UPF on the
terms and conditions set forth in the Sale Motion (and as placed on
the record during the Bankruptcy Court's hearing conducted on May
10, 2019), and such sale has been consummated."

The secured claim of Robert Reiser & Co., inc. encumbering a Vemag
HP-12E continuous stuffer will be satisfied through the payment to
Robert Reiser & Co., Inc. of the sum of $20,000 in cash from the
sale proceeds at or by no later than three days following closing
on the sale.

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

    http://bankrupt.com/misc/Amboy_Group_629_Order.pdf  

                      About Amboy Group

Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet,
d/b/a Amboy Cold Storage, is a provider of food products and
temperature controlled warehouses.  Its food processing and cold
storage facility serves as a manufacturer/distributor of authentic
Irish and Italian meat products in America. Amboy Group's facility
is USDA, FDA and SQF 2000 certified.

CLU Amboy, LLC, is the fee simple owner of a real property located
at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of
$13 million.  CLU Amboy reported gross revenue of $624,444 in 2016
and gross revenue of $644,066 in 2015.

Amboy Group holds a 51% interest in an American entity known as
Parmacotta-Amboy NA, LLC, that distributes Italian meats.  The
remaining 49% is owned by an American entity known as Parmacotto
America.  Parmacotto America is owned by Paramcotto sPa.
Parmacotto sPa has been subject to insolvency proceedings in Italy
for approximately two and half years, during which time, no
revenue
has flowed from Parmacotto sPa to Amboy Group.  Amboy Group's gross
revenue amounted to $10.01 million in 2016 and $6.26 million in
2015.

Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11
petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct.
25, 2017.  At the time of filing, the Amboy Group reported $1.48
million in assets and $7.11 million in liabilities, while CLU Amboy
reported $13.34 million in assets and $10.78 million in
liabilities.

The Hon. Christine M. Gravelle oversees the case.

The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair
Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as
bankruptcy counsel, substituted by McManimon Scotland & Baumann,
LLP.  The Debtors hired Reitler Kailas & Rosenblatt LLC as special
counsel, and Thomas A. Ferro, P.C., as their accountant.  The
Debtors also tapped Sout Risius Ross Advisors, LLC, and its
affiliate Stout Risius Ross, LLC, as financial advisor and
investment banker.


AMERICANN INC: Incurs $557K Net Loss in Second Quarter
------------------------------------------------------
Americann, Inc., has filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $556,920 on $0 of total revenues for the three months ended
March 31, 2019, compared to a net loss of $922,268 on $0 of total
revenues for the three months ended March 31, 2018.

For the six months ended March 31, 2019, the Company reported a net
loss of $1.09 million on $0 of total revenues compared to a net
loss of $2.29 million on $0 of total revenues for the same period
during the prior year.

As of March 31, 2019, Americann had $9.86 million in total assets,
$2.61 million in total liabilities, and $7.25 million in total
stockholders' equity.

During the six months ended March 31, 2019, the Company's net cash
flows used in operations were $ 894,182 as compared to net cash
flows used in operations of $1,567,590 for the six months ended
March 31, 2018.  The decrease is primarily due to the timing of
working capital payments and amortization of debt discounts during
the six months ended March 31, 2019.

Cash flows used in investing activities were $2,691,087 for the six
months ended March 31, 2019, consisting primarily of additions to
construction in progress and payments received on notes
receivables.  Cash flows used in investing activities were $19,272
for the six months ended March 31, 2018, consisting of additions to
construction in progress.

Cash flows provided by financing activities were $1,339,501 for the
six months ended March 31, 2019, consisting of common stock issued
for cash and proceeds from the exercise of warrants.  Cash flows
provided by financing activities were $2,474,750 for the six months
ended March 31, 2018, consisting of proceeds from notes payable,
proceeds for exercises of stock options and payments on note
payable.

The Company does not have any firm commitments from any person to
provide it with any capital.

The Company had an accumulated deficit of $14,204,969 and
$13,109,541 at March 31, 2019, and Sept. 30, 2018, respectively,
and had a net loss of $1,095,428 for the six months ended March 31,
2019.  These matters, among others, raise substantial doubt about
the Company's ability to continue as a going concern.

Americann said that while it is attempting to generate revenue, the
Company's cash position may not be significant enough to support
the Company's daily operations.  Management intends to raise
additional funds through the sale of its securities.  Further, the
amount due from Wellness Group Pharms of $1,761,675 (before an
allowance of $977,770) may not be collectible.  On Jan. 18, 2018,
an arbitration panel awarded the Company $1,045,000 plus interest
at the rate of 18% per year from April 18, 2015 to Jan. 18, 2018
for $550,000.  In addition to the principal and interest awarded of
$1,595,000, the Company was also awarded its attorneys' fees and
arbitration fees.  The Company has not collected on the award as of
the filing date.

Management believes that the actions presently being taken to
further implement its business plan and generate revenue provide
the opportunity for the Company to continue as a going concern.
While the Company believes in the viability of the Company's
strategy to generate revenue and in its ability to raise additional
funds, there can be no assurances to that effect.  The ability of
the Company to continue as a going concern is dependent upon the
Company's ability to further implement its business plan and
generate revenue.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

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

                       https://is.gd/bpUyWg

                         About Americann

Headquartered in Denver, Colorado, AmeriCann is a specialized
cannabis company that is developing state-of-the-art product
manufacturing and greenhouse cultivation facilities.  Its business
plan is based on the continued growth of the regulated marijuana
market in the United States.  AmeriCann uses greenhouse technology
which is superior to the current industry standard of growing
cannabis in warehouse facilities under artificial lights.

Americann reported a net loss of $4.43 million for the year ended
Sept. 30, 2018, compared to a net loss of $2.77 for the year ended
Sept. 30, 2017.  As of Dec. 31, 2018, the Company had $9.95 million
in total assets, $2.50 million in total liabilities, and $7.44
million in total stockholders' equity.

MaloneBailey, LLP, the Company's auditor since 2016, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Sept. 30, 2018, stating that the
Company has suffered recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.


AMERIGAS PARTNERS: Fitch Affirms BB LongTerm IDRs, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed AmeriGas Partners, LP and its fully
guaranteed financing co-borrower, AmeriGas Finance Corp's Long-Term
Issuer Default Ratings at 'BB' and senior unsecured debt rating at
'BB'/'RR3'. The Rating Outlook is Stable.

APU's ratings reflect the underlying strength and size of its
retail propane distribution network, broad geographic reach,
adequate credit metrics, and proven ability to manage unit margins
under various operating conditions. APU's financial performance
remains sensitive to weather conditions and general customer
conservation, and the partnership must continue to manage volatile
supply costs and customer conservation.

The ratings recognize that APU's parent and sponsor, UGI Corp., has
made an offer to acquire the outstanding units of APU that it does
not currently own in exchange for 0.5 shares of UGI plus $7.63 in
cash for each APU unit outstanding. All existing debt at APU will
remain outstanding at close. The transaction is expected to close
in fiscal year-end 4Q19. The transaction requires approval by a
majority of the outstanding APU common units. Affiliates of UGI own
approximately 26% of outstanding common units and have entered into
a support agreement with APU whereby they have agreed to vote their
common units in favor of the transaction. Fitch views the
acquisition of APU by UGI as positive from an operating
perspective, but largely neutral from a ratings perspective. The
merger does alleviate the incentive distribution right burden that
APU faced concerning its payments to it general partner, which is
weighing on equity cost of capital. APU's move away from a public
master limited partnership should allow for it to more easily
retain cash to fund operating needs

KEY RATING DRIVERS

Scale of Business: APU is the largest retail propane distributor in
the country, which provides it with significant customer and
geographic diversity. This broad scale and diversity helps to
dampen the weather related volatility of cash flows. APU is the
largest retail propane distributor in the U.S. serving
approximately 1.9 million customers. AmeriGas has approximately
1,900 locations in all 50 states. Retail gallon sales are fairly
evenly distributed by geography, which can help limit the impact
that unseasonably warm weather could have on a regional basis.

Customer Conservation/Attrition: Customer conservation and
attrition remains an issue for the retail propane industry.
Customer conservation and switching to electric heat reduces
propane demand during high-usage periods. Recent propane price
declines and expectations for some price stability at or near
current lows alleviated some conservation demand destruction.
Electricity remains the largest competing heat source to propane,
but customer migration to natural gas remains a longer term
competitive factor, as natural gas utilities look to build out
systems to serve areas previously only served by propane and
electricity providers

High Degree of Seasonality: APU is highly seasonal and dependent on
the winter heating season. Approximately 75%-80% of earnings are
derived in the first two quarters of each fiscal year (ended
September). APU's fiscal years 2016 and 2017 results were
negatively affected by warm winter seasons nationally, that
negatively affected volume sales and ultimately EBITDA. The most
recent 2018/2019 winter has been colder on a year-over-year basis;
APU recently guided its adjusted EBITDA towards the lower end of
its $610 to $650 million public guidance range for the fiscal year
ending Sept. 30, 2019. Retail gallon sales were roughly 1% lower
for the first six months of fiscal 2019 versus the same period in
fiscal 2018, despite the weather being 4.6% colder than normal.
APU's cylinder exchange business affords some seasonal diversity
and national accounts are steady year round. The seasonal factors
are embedded in Fitch's analysis and ratings.

Reasonable Metrics: Fitch expects near-term leverage (Total
Debt/Adjusted EBITDA) at APU (fiscal 2019) to range from 4.5x to
5.0x, but drop closer to 4.2x to 4.5x in 2020 and beyond should the
merger close as proposed, and management use excess cash to help
fund any operational needs and lower short- term debt with a focus
on their stated 4.0x leverage target. Year-to-date fiscal 2019
performance is lower than 2018, even as the weather was roughly
4.6% colder than normal across the United States. Fitch expects the
slight weakness relative to fiscal 2018 to persist for the balance
of the year. Going forward, Fitch expects leverage will remain
roughly at 4.0x-4.5x for 2020-2022, assuming a slight increase in
volumes sold from and gross margins relatively consistent with
current levels.

Parent Company Acquisition: The ratings recognize that APU has
agreed to be acquired in full by its sponsor and general partner
UGI Corp. (UGI; not rated). UGI agreed to acquire the outstanding
public units that it does not currently own in exchange for 0.5
shares of UGI plus $7.63 in cash for each APU unit outstanding. All
existing debt at APU will remain outstanding at close. The
transaction is expected to close in fiscal year-end 4Q19. The
transaction requires approval by a majority of the outstanding APU
common units. Affiliates of UGI own approximately 26% of
outstanding common units and have entered into a support agreement
with APU whereby they have agreed to vote their common units in
favor of the transaction. As part of the transaction, APU will no
longer be a Master Limited Partnership (MLP) and will instead
become a wholly owned subsidiary of UGI.

Fitch views the acquisition as positive from an operating
perspective, but currently neutral from a credit perspective, given
the uncertainty surrounding the close, which requires a unitholder
vote, and the current relatively high leverage levels. UGI is
expected to fund the cash portion of the merger with borrowings at
UGI Corp., which should minimize any balance sheet impact to APU.
The merger does alleviate the incentive distribution right burden
that APU faced with its payments to it general partner. Fitch
expects APU to remain a stand-alone debt financing entity and has
rated APU to its stand-alone credit profile rather than provide any
uplift to its Long-Term IDR from its parent. If the merger does not
close, Fitch believes APU's credit profile will not be negatively
affected and that management will continue to focus on managing
leverage to levels consistent with recent history.

DERIVATION SUMMARY

APU's focus in retail propane distribution is unique relative to
Fitch's other midstream energy coverage. Retail propane
distribution is a highly fragmented market with a significant
amount of seasonal sales variations driven by weather. APU's
leverage is in line with Fitch's expectations for a mid-'BB' rating
for midstream energy names that are seasonally or cyclically
exposed. APU's leverage expected at 4.0x to 4.5x is better than
wholesale fuel distributor Sunoco, LP (SUN), for which Fitch
expects 2018 leverage in the 4.5x to 5.0x range. However, Fitch
notes retail propane demand tends to more seasonally affected than
motor fuel demand. APU's size and scale is expected to be
consistent with Fitch's view on 'BB' rated MLPs, which tend to have
EBITDA of roughly $500 million per year with concentrated business
lines, like APU's focus on retail propane distribution.

Fitch rates APU's international propane retail affiliate UGI
International (UGII) 'BB+'/Stable. Although UGII is a large propane
retailer, it operates in less fragmented European markets with
lower levels of leverage. Relative to UGII, APU has negative FCF
(UGII positive FCF), APU has higher Fitch-estimated leverage of
around 4.5x to 5.0x for 2019-2022 versus UGII FFO Adjusted leverage
in the 2.0x to 2.5x range. However, APU has stronger EBITDA margin
of above 20% for the same period. APU's margin benefits from its
ability to roll up small retail propane distributors in the U.S.
and use its size and scale to lower or eliminate overhead costs
while maintaining sales. Additionally, APU has become very adept at
managing EBITDA margins and gross margins, even in a contracting
sales and volatile propane price environment. Wholesale propane
prices in the U.S. have generally been low given increased U.S.
natural gas liquids production. APU has been able to keep retail
prices high and maintain or grow its gross margin per gallon as a
result.

KEY ASSUMPTIONS

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

  -- Retail and wholesale sales growth and operating margins in
forecast years consistent with recent history;

  -- Retail and wholesale pricing consistent with current pricing,
prices rising modestly in the outer years (2020-2022);

  -- Total capital spending of between $100 million and $110
million annually.

  -- Base case assumes the merger with UGI closes in fiscal
year-end 4Q19.

RATING SENSITIVITIES

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

  -- If leverage (Total Debt/Adjusted EBITDA) were to improve to
below 4.0x on a sustained basis, Fitch would consider a positive
ratings action. If the merger does not close, in addition to
leverage below 4.0x on a sustained basis, Fitch would expect to see
distribution coverage above 1.0x on a sustained basis.

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

  -- Leverage above 5.0x on a sustained basis, with distribution
coverage sustained below 1.0x would likely lead to a negative
ratings action.

  -- Accelerating deterioration in declining customer, margin and
or volume trends could lead to a negative ratings action.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: APU's liquidity is adequate and supported by
availability under its revolving credit facility and a capital
commitment agreement with its GP owner and sponsor UGI. In December
2017, APU amended its existing credit facility to increase the
availability to $600 million and extend the maturity date to
December 2022. As of March 31, 2019, APU had roughly $300.6 million
in availability under its revolver. Additionally, APU and UGI have
put in place a $225 million standby equity commitment agreement
whereby UGI has agreed to commit, at APU's request, up to $225
million in capital contributions to APU through July 2019.
Maturities are manageable with APU completing a refinancing of debt
in fiscal 2016 and 2017, and pushing its first long-term bond
maturity out to May 2024.


ANKA BEHAVIORAL: DOJ Watchdog Appointed David Crapo as PCO
----------------------------------------------------------
Tracy Hope Davis, a United States Trustee, appointed David N. Crapo
as the Patient Care Ombudsman for Anka Behavioral Health, Inc.

The appointment was made following the court's order directing the
appointment of a patient care ombudsman for the Debtor.

Based on Mr. Crapo's Verified Statement, he is a disinterested
person within the meaning of 11 U.S.C. Sec. 101(14) of the
Bankruptcy Code, and eligible and competent to perform the duties
of patient care ombudsman.

Mr. Crapo can be reached at:

     David N. Crapo
     GIBBONS P.C.
     One Gateway Center
     Newark, NJ 07102-5310
     Tel: (973) 596-4523
     Email: dcrapo@gibbonslaw.com

            About ANKA Behavioral Health

In operation since 1973, Anka Behavioral Health, Inc. --
https://www.ankabhi.org/ -- is a 501(c)3 non-profit behavioral
healthcare corporation. It offers crisis residential treatment,
transitional residential treatment, and long-term residential
treatment for children and adults experiencing a psychiatric
emergency or behavioral crisis.  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 in California, and Tuscola County
in Michigan.

ANKA Behavioral Health sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41025) on April 30,
2019. At the time of the filing, the Debtor estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.  

The case is assigned to Judge William J. Lafferty.  

The Debtor tapped Trodella & Lapping, LLP and Wendel, Rosen, Black
& Dean, LLP as legal counsel; BPM LLP as financial advisor; and
Donlin Recano & Company, Inc. as claims and noticing agent.


ATLANTA AUCTION: $800K Sale of Forest Park Property Approved
------------------------------------------------------------
Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Atlanta Auction Access, Inc.'s sale
of real property located in Clayton County, Georgia commonly known
as 5575 Frontage Road, Forest park, Georgia, to Icarus Alternative
Investments, LLC for $800,000.

A hearing on the Motion was held on May 28, 2019.

The sale is granted conditioned upon (a) RTP Investments, LLC being
paid in full at the closing of the sale of the referenced real
property or (b) RTP Investments, LLC agreement in writing to accept
less than the full payoff amount at closing of the sale of the
referenced real property.

The proceeds of the funds from the sale will be disbursed as
provided by acceptable closing standards in the State of Georgia in
the following order, to wit: (i) real estate commissions as set
forth in the Motion; (ii) all Real Property Ad Valorem Taxes due at
date at closing; (iii) Real Property Transfer Tax; (iv) fifa of
record in Clayton County issued in favor of Tyner Kyrica; (v) any
other miscellaneous fees associated with the closing not to exceed
$10,000 with the express written permission of the secured lenders
Renasant Bank and RTP Investments, LLC; (vi) the balances owing to
Renasant Bank and RTP Investments, LLC, unless a reduced balance is

agreed to at closing by any secured lender and (vii) any balance
will be paid to the Debtor.

The Debtor will cause a copy of the settlement statement of such
other closing document be submitted to the US Trustee within 10 of
the completed closing date.

                  About Atlanta Auction Access

Atlanta Auction Access, Inc., is a used car dealer based in
Fairburn, Georgia.  It is the fee simple owner of a real property
located at 5575 Frontage Road, Forest Park, Georgia.  It valued the
property at $1.2 million.

Atlanta Auction Access sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-66549) on Oct. 1,
2018.  At the time of the filing, the Debtor disclosed $1,240,440
in assets and $1,225,000 in liabilities.  

The Debtor tapped Joseph Chad Brannen, Esq., at The Brannen Firm,
LLC, as its legal counsel.


AVEANNA HEALTHCARE: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Aveanna Healthcare LLC's B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 senior secured first-lien
bank credit facilities ratings and assigned a Caa2 rating to the
senior secured second-lien term loan. In addition, Moody's revised
the outlook to stable from negative.

The proceeds from the issuance of incremental first lien debt and
second lien term loan along with additional sponsor equity will be
used to acquire Maxim Health Services, Inc., extinguish current
debt obligations, as well as pay fees and expenses associated with
the transaction, which is expected to close in the second half of
2019. At the conclusion of the transaction Moody's expects to
withdraw the ratings on the extinguished debt obligations.

"The change of outlook to stable from negative reflects Moody's
expectation that organic revenue growth will remain solid and that
Aveanna will recognize cost synergies related to the Maxim
acquisition, but that financial leverage will remain very high,"
said Vladimir Ronin, Moody's lead analyst for the company. "While
the acquisition of Maxim will meaningfully enhance Aveanna's scale
and further diversify its national footprint, it also exposes the
company to significant business and integration risks," added
Ronin.

Moody's took the following rating actions on Aveanna Healthcare
LLC:

Affirmations:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Gtd Senior Secured First Lien Revolving Credit Facility, B2 (LGD3)

Gtd Senior Secured First Lien Term Loan, B2 (LGD3)

Assignments:

Gtd Senior Secured Second Lien Term Loan, Caa2 (LGD5)

No action, withdraw at close:

Gtd Senior Secured Second Lien Term Loan, Caa2 (LGD6)

Outlook Actions:

Outlook, changed to Stable from Negative

RATINGS RATIONALE

Aveanna's B3 CFR broadly reflects the company's very high financial
leverage of approximately 8.0 times (on Moody's adjusted basis), a
highly concentrated payor mix with significant Medicaid exposure,
and significant geographic concentration in the sates of Texas,
California, and Pennsylvania. The rating also incorporates
integration-related risk associated with company's sizable
acquisitions, as well as noteworthy industry pressures, which will
make it difficult for Aveanna to meaningfully improve its earnings
and cash generation, over the near term.

Despite the critical nature of care provided to patients, including
children who require private duty nursing at home, Aveanna has
exposure to state budgetary pressures, leading to a challenging
reimbursement environment which has adversely impacted Aveanna's
Texas therapy business, in particular. The rating also reflects
Moody's belief that the company will continue to pursue an
aggressive growth strategy, including acquisitions that are likely
to be at least partially funded with incremental debt. The rating
benefits from Aveanna's leading niche position in the otherwise
fragmented market of pediatric home health services, and favorable
long-term industry growth prospects. The overall market has solid
growth prospects due to population trends, and its service
offerings will remain critical in nature.

Factors that could lead to an upgrade include demonstration that
any further adverse reimbursement changes will be manageable
without a major contraction in earnings or cash flow, increased
payor and geographic diversity, progress in integrating recent
acquisitions, improvement in liquidity reflected by consistent
generation of positive free cash flow, and debt/EBITDA sustained
below 5.5 times. Conversely, factors that could lead to a downgrade
include additional significant reimbursement reductions and/or wage
pressure, failure to realize articulated synergies, incurrence of
new debt prior to significant progress in integrating Maxim
acquisition, or deterioration in liquidity, such that free cash
flow is negative on a sustained basis.

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

Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC was
formed through the merger of pediatric home healthcare companies
Epic Health Services and PSA Healthcare, with a subsequent
acquisition of Premier Healthcare Services completed in July 2018.
The company is a leading provider of pediatric skilled nursing and
therapy services, as well as adult home health services, including
skilled nursing, therapy, personal care, behavioral health and
autism. In February 2019, Aveanna announced that it had entered
into an agreement to acquire home care service division of Maxim
Health Services, leading pediatric and adult private duty nursing
provider. The company is majority-owned by private equity firms
Bain Capital and J. H. Whitney. Including Maxim the company
generated pro forma revenues of approximately $2.4 billion for the
twelve months ended March 31, 2019.


BCPE EMPIRE: Moody's Assigns First-Time B2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings for BCPE
Empire Holdings, Inc. (dba "Imperial Dade"), including a B3
Corporate Family Rating, B3-PD Probability of Default Rating, a B3
rating to its senior secured first-lien term loan and delayed draw
term loan, and a Caa2 rating to its senior secured second lien term
loan and delayed draw term loan. The outlook is stable.

Imperial Dade will utilize the proceeds from the debt offerings
along with a $550 million cash equity contribution to finance Bain
Capital's proposed acquisition of a majority stake in the company
in a transaction valued at approximately $1.54 billion. Management
and the existing equity sponsor Audax will retain a minority
interest in the company. Moody's expects Imperial Dade will utilize
the combined $180 million of first and second lien delayed draw
term loans for acquisitions over the next two years.

"Imperial Dade is well situated in the foodservice and
janitorial/sanitation specialty distribution space, growing at a
healthy clip both organically and through acquisitions, and the
company generates strong margins for a distributor", said Brian
Silver, Moody's Vice President and lead analyst for the company.
"However, the company's ratings largely reflect its high financial
leverage, which Moody's estimates to be more than 7.5 times
debt-to-EBITDA pro forma for the LBO, and our view that free cash
flow generation will be suppressed, in large part from the
company's substantial annual interest expense burden," added
Silver.

The following ratings for BCPE Empire Holdings, Inc. have been
assigned:

Issuer: BCPE Empire Holdings, Inc.

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured First Lien Term Loan, Assigned B3 (LGD3)

Senior Secured First Lien Delayed Draw Term Loan, Assigned B3
(LGD3)

Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD5)

Senior Secured Second Lien Delayed Draw Term Loan, Assigned Caa2
(LGD5)

Outlook Actions:

Issuer: BCPE Empire Holdings, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Imperial Dade's credit profile is constrained by its high financial
leverage and moderate interest coverage pro forma for the company's
new capital structure and acquisitions. The company is also
modestly sized for a distributor with pro forma annual revenue of
under $2 billion, but is growing at a healthy pace. However,
Moody's expects the company will only generate limited free cash
flow on an annual basis, in part owing to its significant interest
expense burden, as well as anticipated growth related working
capital outflows. Moody's expects financial policies will be
aggressive under private equity ownership. The company also has a
relatively aggressive acquisition appetite and faces associated
integration risk with companies it acquires. The company has
limited experience operating at its current scale because
acquisitions have more than tripled the revenue base since Audax
acquired the company at the beginning of 2016. Imperial Dade does
not yet have national reach, the impact of which is partially
offset by its expanding presence near major metropolitan areas. The
company's portfolio consists of a number of low price point and
commodity oriented products for which switching costs are low and
there is potential for pricing pressure, but there are also a lot
of customer specific and custom items that mitigates some of this
risk.

However, the company's credit profile benefits from its well
established and growing market position as a specialty distributor
of foodservice disposables (FSD) and janitorial sanitation products
(Jan-San), driven in part by its broad product breadth and value
proposition. The company also generates high profit margins for the
industry, buoyed by its standing as a larger player within the
regions served in an overall market that is fragmented. The company
has a well-diversified customer and supplier base, and a relatively
stable revenue stream owing to the disposable nature of the
products it sells. Finally, Imperial Dade benefits from its good
liquidity, largely supported by the presence of its undrawn $175
million ABL.

The stable outlook reflects Moody's view that the company will
organically grow its topline in the mid-single-digits while
generating moderate free cash flow and gradually improving its
profitability margins, such that the company will deleverage
roughly half a turn per annum and debt-to-EBITDA will approach 7
times over the next 12-18 months. Moody's also expects Imperial
Dade will continue to pursue modestly sized acquisitions.

The ratings could be upgraded if the company continues to
profitably grow its size and scale, debt-to-EBITDA is sustained
below 6 times, and EBITA-to-interest approaches 2 times. In
addition the company would need to generate healthy free cash flow,
in excess of at least $20 million on an annual basis prior to an
upgrade. Alternatively, the ratings could be downgraded if
debt-to-EBITDA approaches 8 times, EBITA-to-interest approaches 1
time, or the company's liquidity weakens for any reason. In
addition, the ratings could be downgraded if the company's free
cash flow is weak or negative.

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

Headquartered in Jersey City, New Jersey, BCPE Empire Holdings,
Inc. (dba Imperial Dade), is a wholesale specialty distributor of
Foodservice Disposables (FSD) and Janitorial Sanitation (Jan-San)
products. The company is in the process of being acquired by
private equity firm Bain Capital, with Imperial Dade's management
and prior private equity sponsor Audax holding minority stakes.
Imperial Dade is private and does not publicly disclose its
financials. Pro forma for recent acquisitions, Imperial Dade
generated revenue of more than $1.7 billion for the twelve-month
period ended March 31, 2019.


BEAUTIFUL BROWS: Trustee's June 10 Auction of 19 Properties Set
---------------------------------------------------------------
Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized S. Gregory Hays, the
Chapter 11 Trustee of Beautiful Brows, LLC, to conduct a reopened
auction solely for the purpose of receiving bids for the aggregate
of the 19 real properties owned by the Debtor and its non-debtor
affiliates that qualifies as an Overbid to the credit bid from
Great Rock in the sum of $19 million, to be the highest and best
bid for the 19 Properties at the original Auction conducted on May
7, 2019.

A hearing on the Motion was held on May 30, 2019 at 1:00 p.m.

The 19 Properties are:

  1. Great Rock Capital Partners Management, LLC Assets:

     a. 19010 & 19012 S. Brawley, Fresno, CA, APN 053-090-37S

     b. 43501 6th Avenue, Corcoran, CA, APN 046-270-004 and
046-270-035

     c. 590 W. Kamm Avenue, Caruthers, CA, APN 043-050-15S

     d. 16395 19th Avenue, Lemoore, CA, APN 024-170-020

     e. 19744 Kent Avenue, Lemoore, CA, APN 024-170-073

     f. 17388 & 17432 18th Avenue, Lemoore, CA, APN 026-060-007

     g. 8351 S. McMullin Grade, Fresno, CA, APN 035-061-08S

     h. 1486 S. Industrial Way, Kerman, CA, APN 023-060-44S

  2. Non-Debtor Assets:

     a. 20115 Del Oro Road, Apple Valley, CA, APN 434-191-33

     b. 7915 Deep Creek Road, Apple Valley, CA, APN 433-061-02 &
433-061-07

     c. 18606 Lords Road, Helendale, CA, APN 466-041-18

     d. 5556 S. Placer Avenue, Kerman, CA, APN 030-040-57

     e. 9507 Niles Avenue, Corcoran, CA, APN 044-030-036

     f. 8479 S. Madera Avenue, Kerman, CA, APN 030-070-49S

     g. 5546 S. Placer Avenue, Kerman, CA, APN 030-040-62

     h. 20739 W. American Avenue, Kerman, CA, APN 030-040-62

     i. 4606 E. Davis Avenue, Laton, CA, APN 056-020-50S

     j. 25765 Whitesbridge Avenue, Kerman, CA, APN 015-171-29S

     k. 15956 S. East Avenue, Caruthers, CA, APN 042-042-18S

The Reopened Auction for the 19 Properties will be conducted on
June 10, 2019 at 10:00 a.m., at the offices of Levene, Neale,
Bender, Yoo & Brill L.L.P. located at 800 S. Figueroa Street, Suite
1260, Los Angeles, California 90017.

Any party who wishes to be deemed a Qualified Bidder, as that term
is defined in Bidding Procedures approved by the Court pursuant to
its Order entered on March 5, 2019, and subsequently modified
pursuant to the Orders entered by the Bankruptcy Court, and
participate in the Reopened Auction is required to submit an actual
Overbid for a cash purchase price in the minimum sum of $19.05
million, together with Qualified Bid Documents and a Deposit (as
those terms are defined in the Bidding Procedures), by 5:00 p.m. on
June 3, 2019.  Any Overbids received by 5:00 pm on June 3, 2019
will themselves be subject to overbid, in accordance with the
Bidding Procedures, at the Reopened Auction.

Subject to the modifications set forth in this Order, all of the
Bidding Procedures will continue to apply to the Reopened Auction
for the 19 Properties.  The hearing on the Sale Motion is continued
to June 10, 2019 at 1:00 p.m.

The sale will be free and clear of all liens, claims, encumbrances
and other interests.

                    About Beautiful Brows

Beautiful Brows LLC, based in Tucker, Georgia, primarily operates
in the skin care business within the personal services industry.  

Beautiful Brows filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-66766) on Oct. 3, 2018.  In the petition signed by Saleema
Delawalla (f/k/a Fnu Saleema), member, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.  

The case is assigned to Judge Jeffery W. Cavender.

Jason L. Pettie, Esq., at Jason L. Pettie, P.C., serves as
bankruptcy counsel to the Debtor.

S. Gregory Hays was appointed as the Debtor's Chapter 11 trustee.
The trustee tapped Hays Financial Consulting, LLC as his
accountant; and Bullseye Auction & Appraisal, LLC, for the
marketing and sale of the Debtor's personal properties.


BETHUNE-COOKMAN UNIV: Fitch Keeps CCC+ Bonds Rating on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on
approximately $17.6 million of Florida Higher Educational
Facilities Financing Authority, educational facilities revenue
bonds series 2010 issued on behalf of Bethune-Cookman University
(BCU). The bonds are rated 'CCC+'.

SECURITY

The bonds are an unsecured general obligation of BCU and have a
debt service reserve fund cash-funded to maximum annual debt
service.

KEY RATING DRIVERS

TECHNICAL DEFAULT AND ACCELERATION RISK: BCU has made all required
payments on the bonds and is in direct communication with
bondholders. However, the ongoing technical default allows for
acceleration upon instruction of 25% of holders. Fitch does not
believe BCU has immediate resources on hand to pay the $17.6
million of outstanding series 2010 bonds. BCU had previously
acknowledged, and the trustee has now called, an event of default
related to the lease financing of a dormitory project in fiscal
2015 now recognized to have violated limitations on additional
indebtedness under the series 2010 documents.

ACCREDITOR PROBATION: The university was also placed on probation
by its main accreditor in June 2018. Fitch expects BCU will be
given at least the typical two years to address the accreditor's
concerns and demonstrate improvement. However, loss of
accreditation could be extremely disruptive and could cut off
access to federal student aid upon which BCU is highly dependent.
The accreditor will review BCU's status at its June 2019 meeting.

MATERIAL UNDERLYING CREDIT RISK: Financial commitments are
currently being met, and the university is likely to improve cash
flow in fiscals 2019 and 2020 after significant expense
adjustments. However, BCU's weak unrestricted liquidity, continued
operating losses, very high leverage and enrollment volatility make
its continued payment capacity highly speculative. Sizable
endowment investments provide a slight margin of safety through
additional operating cash flow and as a potential, though likely
limited, source of additional liquidity.

RATING SENSITIVITIES

RATING WATCH TIED TO BONDHOLDER ACTIONS: Execution of a forbearance
agreement that neutralizes the threat of acceleration would lead to
Fitch removing the Rating Watch Negative. However, this alone is
unlikely to improve the rating at this time due to remaining
substantial underlying credit risks related to weak liquidity and
ongoing accreditation risk.

ACCREDITATION STATUS: Failure to demonstrate progress based on the
accreditor's June 2019 review would limit potential rating
improvement until sanctions are resolved. Any outcome worse than an
extension of probation status through 2020, would trigger a
downgrade. Fitch will review the accreditor's actions and public
statements following its June 2019 meeting to assess BCU's progress
and the likelihood of it remaining accredited.

LIQUIDITY MANAGEMENT AND CASH FLOW IMPROVEMENT: The current rating
assumes BCU will continue to execute on expense reductions and
controls, sufficient to return toward breakeven cash flow in fiscal
2020. Recent fundraising, strengthened tuition and fee collection
practices, and the ability to borrow from certain of its still
sizeable restricted funds give BCU options to manage liquidity
through the low-cash summer period. However, the university cannot
sustain continued losses. Failure to stem losses or manage
liquidity needs effectively would dramatically heighten default
risk and cause a further downgrade.

CREDIT PROFILE

Founded in 1904, BCU is a private co-educational university in
Dayton Beach, FL and is one of the federally designated
historically black colleges and universities in the United States.
As of fall 2018, the university serves approximately 3,773 students
at its main campus, several satellite locations and online. The
university has concluded its search process for a permanent
president, who will formally start in July 2019, and brought on a
permanent CFO in March 2019. The university remains engaged in
litigation around the dormitory transaction.

EVENT OF DEFAULT RISKS ACCELERATION

The trustee has now called an event of default, as the dormitory
lease exceeded covenanted limitations on additional indebtedness in
the series 2010 loan agreement. The violation is ongoing and cannot
effectively be cured; bondholders therefore have the right to
accelerate upon instruction of 25% of holders and indemnity of the
trustee. While BCU has long-term resources in excess of the
approximately $17.6 million of outstanding series 2010 bonds, Fitch
does not believe the university has sufficient unrestricted
liquidity to make full payment in the event of acceleration.

BCU is in direct communication with the series 2010 bondholders and
continues to pursue a forbearance agreement. An agreement that
effectively removes the threat of acceleration would cause Fitch to
remove the Rating Watch Negative.

PROBATION HEIGHTENS RISK THROUGH 2020

BCU's primary accreditor, the Southern Association of Colleges and
Schools Commission on Colleges (SACSCOC) placed the university on
probation in June 2018. Probation is the most serious of its levels
of sanction short of loss of accreditation. SACSCOC's public report
attributed the sanction to findings of non-compliance with certain
standards related to governance and financial management.

BCU has an internal team and an accreditation consultant working to
address the issues identified in the action, and management
believes the university has made demonstrable progress in
addressing accreditor concerns. However, Fitch is unable to
evaluate progress except through SACSCOC's public actions and
disclosures. SACSCOC has collected additional information to date,
including through a campus visit, and will reconsider BCU's
accreditation status during its June 2019 meeting. While loss of
accreditation is somewhat unusual after one year of probation,
Fitch views the probation as a significant negative credit factor
given that accreditation loss would materially impair the
university by effectively cutting off its ability to access federal
student aid.

STRESSED BUT IMPROVING OPERATIONS

BCU's fiscal 2018 (fiscal year ended June 30) operating performance
remained weak as expected and did not improve materially above the
prior year, with an accrual-basis operating loss around $11 million
and Fitch-estimated operating cash flow losses around $5 million
including debt service and lease payments. Payments under the
dormitory lease have been adjusted down by approximately $100,000
per month pursuant to a court-approved joint stipulation with the
lender's trustee, and litigation with the developer and former
officers of BCU has not been resolved.

The university is on track to improve its results in 2019 due to
significant expense reductions and improved controls, but is likely
to generate another smaller loss through the full fiscal year.
Through nine months (March 31) of fiscal 2019, operating results
are about $4 million ahead of 2018 performance through nine months.
BCU expects to realize about $2 million to $3 million in fiscal
2019 from expense reductions implemented mid-year. These
adjustments should generate annual savings of about $6 million.

Management aims to achieve a 2020 budget that is roughly balanced
on a cash basis before considering annual giving or endowment
distributions. While the 2020 budget will benefit fully from the
mid-2019 expense reductions, enrollment volatility and resulting
revenue pressure will also remain a challenge. Early indicators for
fall 2019 suggest another softer incoming class. In addition, BCU's
recently heightened efforts to collect on unpaid student tuition
and fees are likely to affect retention. This may improve liquidity
but have a muted bottom line impact. Substantial progress in
balancing operations in fiscal 2020 will be critical, as Fitch
believes the university's weakened liquidity position cannot
sustain continued losses.

MANAGEMENT OF LIMITED LIQUIDITY

Continued losses have caused BCU's unrestricted liquidity to
deteriorate significantly from $21 million at June 30, 2016 to $10
million at June 30, 2018 as measured in the fiscal 2018 audit.
Fitch estimates a further, though smaller, decline in unrestricted
liquidity by June 30, 2019 - generally a low point in the year for
cash. Fitch's estimate is based on a combination of smaller but
continued cash operating losses (after debt service and lease
payments) in 2019 and an assumption of a small amount of capital
spending for critical maintenance. Offsetting factors that may
limit near-term decreases in liquidity are efforts to collect on
unpaid student accounts and proceeds of a related fundraising
initiative.

BCU expects to bolster weak operating liquidity over the low-cash
summer period from non-operating sources, likely by accessing
certain long-term purpose-restricted investments for permissible
uses or by limited internal borrowing from endowment investments.
As of June 30, 2018, Fitch estimates BCU has approximately $33
million of available funds (cash and investments not permanently
restricted), and about $19 million of BCU's reported $24 million in
temporarily restricted net assets are purpose-restricted for
institutional support, student aid and other educational or general
purposes that may align with immediate operating needs.


CLEAN ENERGY: 1Q 2019 Financial Results Cast Going Concern Doubt
----------------------------------------------------------------
Clean Energy Technologies, Inc., filed its quarterly report on Form
10-Q/A, disclosing a net loss of $726,777 on $224,363 of sales for
the three months ended March 31, 2019, compared to a net loss of
$1,313,258 on $172,391 of sales for the same period in 2018.

At March 31, 2019 the Company had total assets of $3,859,422, total
liabilities of $9,381,894, and $5,522,472 in total stockholders'
deficit.

Chief Executive Officer and Director Kambiz Mahdi said, "The
Company had a total stockholder's deficit of $5,522,472 and an
accumulated deficit of $(12,326,512) and a working capital deficit
of $6,885,631 and a net loss of $726,777 for the three months ended
March 31, 2019.  Therefore, there is substantial doubt about the
ability of the Company to continue as a going concern.  There can
be no assurance that the Company will achieve its goals and reach
profitable operations and is still dependent upon its ability (1)
to obtain sufficient debt and/or equity capital and/or (2) to
generate positive cash flow from operations."

A copy of the Form 10-Q/A is available at:

                       https://is.gd/alq6Mn

Clean Energy Technologies, Inc., designs, builds, and markets clean
energy products focused on energy efficiency.  The company's
principal product is the Clean Cycle, a generator that captures
waste heat from various sources and turns it into electricity. It
also offers a range of electrical, mechanical, and software
engineering services; electronics manufacturing services; and
supply chain management services.  The company was formerly known
as Probe Manufacturing, Inc. and changed its name to Clean Energy
Technologies, Inc. in November 2015.  Clean Energy Technologies was
founded in 1993 and is headquartered in Costa Mesa, California.


COLLASPE IMPOSSIBLE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Collaspe Impossible Inc. as of May 30,
according to a court docket.
    
                  About Collaspe Impossible Inc.

Collaspe Impossible Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-11651) on May 1,
2019.  At the time of the filing, the Debtor had estimated assets
of less than $1 million and liabilities of less than $500,000.  The
case has been assigned to Judge Timothy W. Dore.  Emerald City Law
Firm PC is the Debtor's legal counsel.


CORDOVACANN CORP: Accumulated Deficit Casts Going Concern Doubt
---------------------------------------------------------------
CordovaCann Corp., formerly LiveReel Media Corporation, filed its
Form 6-K, disclosing a net loss of CAD1,273,321 on CAD0 of revenue
for the three months ended March 31, 2019, compared to a net loss
of CAD3,530,997 on CAD0 of revenue for the same period in 2018.

At March 31, 2019 the Company had total assets of CAD3,394,104,
total liabilities of CAD1,581,035, and CAD1,813,069 in total
shareholders' equity.

The Company's Chief Financial Officer Ashish Kapoor states, "There
is substantial doubt about the Company's ability to continue as a
going concern as the Company incurred a comprehensive loss of
$3,714,920 (March 31, 2018 – $3,949,690) during the nine months
ended March 31, 2019 and has a total accumulated deficit of
$17,446,366 (June 30, 2018 – $13,734,265) as at March 31, 2019.
The Company's ability to continue as a going concern is dependent
upon its ability to access sufficient capital until it has
profitable operations and raises a material concern.  To this
point, all operational activities and overhead costs have been
funded through equity issuances, debt issuances and related party
advances.

"The Company believes that continued funding from equity and debt
issuances will provide sufficient cash flow for it to continue as a
going concern in its present form, however, there can be no
assurances that the Company will achieve this.  Accordingly, these
condensed interim consolidated financial statements do not include
any adjustments related to the recoverability and classification of
recorded asset amounts or the amount and classification of
liabilities or any other adjustments that might be necessary should
the Company be unable to continue as a going concern."

A copy of the Form 6-K is available at:

                       https://is.gd/KvA9IH

CordovaCann Corp., a cannabis-focused consumer products company,
primarily provides services and investment capital to the
processing and production vertical markets of the cannabis
industry.  The company was formerly known as LiveReel Media
Corporation and changed its name to CordovaCann Corp. in January
2018.  CordovaCann was founded in 1997 and is headquartered in
Toronto, Canada.


COVENANT SURGICAL: Moody's Affirms B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating for Covenant Surgical
Partners, Inc.

Moody's also assigned a B2 (LGD3) rating to the company's new $35
million senior secured revolving credit facility and $250 million
senior secured first lien term loan. Additionally, Moody's assigned
a Caa2 (LGD5) rating to Covenant Surgical's $100 million senior
secured second lien term loan. The outlook is stable.

Proceeds from the new credit facility, combined with $35 million of
incremental equity from equity sponsor Kohlberg Kravis Roberts &
Co. L.P., will be used to fund acquisitions and refinance all
existing debt. Covenant Surgical is pursuing four sizeable
acquisitions in various markets.

The affirmation of the B3 CFR is supported by the meaningful
increase in scale and market diversity resulting from the four
pending acquisitions. While there is risk associated with
integrating four large acquisitions simultaneously, Covenant
Surgical has recently made investments in its systems and
infrastructure to support a larger revenue base. Further, Moody's
believes the acquisitions will be modestly deleveraging. Pro forma
for the transaction, adjusted debt to EBITDA is approximately 6.7
times. Moody's expects pro forma leverage to improve to the low
6.0x range by year-end 2019.

Ratings affirmed:

Covenant Surgical Partners, Inc.

Corporate Family Rating, at B3

Probability of Default Rating, at B3-PD

Ratings assigned:

Senior secured revolving credit facility expiring 2024 at B2
(LGD3)

Senior secured first lien term loan due 2026 at B2 (LGD3)

Senior secured second lien term loan due 2027 at Caa2 (LGD5)

The following existing ratings are unchanged and will be withdrawn
at close:

Senior secured revolving credit facility expiring 2022 at Ba3
(LGD1)

Senior secured term loan B due 2024 at B3 (LGD4)

Senior secured delayed draw term loan B due 2024 at B3 (LGD4)

Senior secured delayed draw term loan due 2024 at B3 (LGD4)

Outlook Action:

The outlook is stable.

RATINGS RATIONALE

Covenant Surgical's credit profile is constrained by its modest
size relative to larger competitors, as well as the company's high
financial leverage. Covenant Surgical also faces risks associated
with its significant concentration in colonoscopy and
gastroenterology procedures. The company also deploys an aggressive
acquisition strategy, which elevates integration risk. However,
Moody's acknowledges that the ambulatory surgery center (ASC)
industry has favorable long-term growth prospects. This is because
patients and payors prefer the outpatient environment (primarily
due to lower cost and better outcomes) for certain specialty
procedures.

The B2 rating on the senior secured revolving credit facility and
first lien term loan reflects their first priority claim on assets,
and the first loss cushion provided by the second lien debt.

The stable outlook reflects Moody's expectation that the company
will remain modest in scale, acquisitive, and as a consequence,
highly leveraged.

The ratings could be downgraded if Covenant Surgical's revenue or
profitability weakens or if its financial leverage increases.
Significant challenges in integrating the pending acquisitions
could lead to downward rating pressure. A downgrade could also
occur if the company's liquidity weakens or negative free cash flow
is sustained.

The ratings could be upgraded if Covenant Surgical materially
increases its scale and geographic diversity while effectively
managing its growth. This would need to be accompanied by an
expectation that the company will sustain debt to EBITDA below 6.0
times. Additionally, Covenant Surgical would need to successfully
integrate these four large acquisitions.

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

Covenant Surgical Partners, Inc. is an owner and operator of 47
ASCs across 20 states focused on colonoscopy and other
gastrointestinal procedures with some ophthalmology procedures. The
company also owns 21 anesthesia companies, 19 physician practices,
and two laboratories that support its ASC operations. Covenant
Surgical is owned by private equity sponsor KKR and has pro forma
revenues of approximately $282 million as of March 31, 2019.


CRESCENT ASSOCIATES: $1.85M Sale of Los Angeles Property Approved
-----------------------------------------------------------------
Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California authorized Crescent Associates, LLC's short
sale of the real property located at 3548 N. Multiview DR, Los
Angeles, California, and improvements thereon, to Alex Shilkraut
for $1.85 million.

A hearing on the Motion was held on May 9, 2019 at 10:00 a.m.

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

The Debtor is authorized and directed to proceed with the proposed
sale of the Property and to execute any and all documentation
reasonably necessary to effectuate said transaction.  Canon Hills
Escrow Co. is authorized and directed to proceed with the
procedures necessary to effectuate the terms of this Order and the
requirements of the parties.

The Order will take effect immediately upon entry.  The 14-day
delay period imposed by Federal Rule of Bankruptcy Procedure
6004(h) is waived.

Normal transaction-related costs and expenses, including the
reasonable fees of Canon Hills Escrow, will be paid through escrow
in the regular course.

The real estate brokers will be paid their commissions as provided
for in the Order employing them through escrow in the regular
course.

There will be paid through escrow to the Client Trust Account of
Robert M. Yaspan a $75,000 "carve out" for administrative expenses.


The document entitled as a "Construction Deed of Trust" recorded on
Sept. 5, 2012 with the LACR as Instrument No. 2012-1324797, and
assigned to Riley Investors, LLC by Instrument No. 2018-306256, is
unaffected by the Order and will be paid pursuant to its demand
through escrow in the regular course.

The document recorded by EPCO with the office of the Los Angeles
County Recorder as Instrument No 2016-0690931,  that is entitled as
a "Claim of Mechanics Lien," and which recites a stated "amount
due" of $140,292, is removed from the title to the Property.  The
lien created by the filing, if any, will have no further force and
effect against the PROPERTY and instead will be transferred intact
to that certain real property located at 3548½ N. Multiview DR,
Los Angeles, California ("Second Property").  Any lien created by
the Claim of Mechanics Lien will be deemed to have been created as
of June 15, 2016.   Said lien will have the same priority,
validity, effect and extent against the Second Property as it had
against the Property prior to the filing of the Chapter 11 case and
will have first priority against the Second Property with priority
over all other liens except for unpaid real property taxes assessed
against the Second Property, if any.

The "Notice of Lis Pendens" recorded on Sept. 23, 2016 with the
LACR as Instrument No. 2016-1157959 against the PROPERTY is
transferred to the Second Property and is of no further force and
effect against the Property.  The Notice of Lis Pendens, will have
the same priority, validity, effect and extent against the Second
Property as it had against the Property prior to the filing of this
Chapter 11 case.

The document entitled as a "Deed of Trust" recorded on April 20,
2016 with the LACR as Instrument No. 2016-447702 against the
Property has previously been voided by the Court, but pursuant to
11 USC Section 551 is automatically preserved for the benefit of
the estate.   To clear title the lien is transferred to the Second
Property and will be treated as if it had been recorded against the
Second Property at the same date and time as it had been recorded
against the Property.

The document entitled as a "Deed of Trust" recorded on April 20,
2016 with the LACR as Instrument No. 2016-447704 against the
Property has previously been voided by the Court, but pursuant to
11 USC Section 551 is automatically preserved for the benefit of
the estate.   To clear title the lien is transferred to the Second
Property and will be treated as if it had been recorded against the
Second Property at the same date and time as it had been recorded
against the Property.

The document entitled as a "Deed of Trust" recorded on March 28,
2017 with the LACR as Instrument No. 2017-343075 is unaffected by
this Order but will be paid no more than $zero dollars through
escrow in return for a reconveyance as to the Property.  

Said Deed of Trust is cross-collateralized with a Deed of Trust on
the Second Property and will be paid through a future escrow with
respect to the Second Property in the regular course.

The document entitled as a "Deed of Trust" recorded on March 29,
2017 with the LACR as Instrument No. 2017-348511 is unaffected by
the Order but will be paid no more than the funds available through
escrow in return for a reconveyance as to the Property after the
"carve out" of $75,000 is paid, the transaction costs of escrow,
the commissions, and other remaining liens (excluding voided and
transferred liens and interests) are paid.  Any remaining balance
owed will be treated as a general unsecured claim.

The document entitled as a "Deed of Trust"" recorded on April 25,
2017 with the LACR as Instrument No. 2017-458227 is unaffected by
the Order but will be paid no more than $zero dollars through
escrow in the regular course.  Said Deed of Trust is
cross-collateralized on the Second Property and will be paid
through escrow with respect to the Second Property in the regular
course.

Theattachment recorded on May 16, 2017 as Instrument No.
2017-541646 with respect to Los Angeles Superior Court Case
No.BC646167R is voided and will have no further force and effect as
the SC CASE has been dismissed.

                   About Crescent Associates

Crescent Associates, LLC, based in Los Angeles, California, filed a
Chapter 11 petition (Bankr. C.D. Cal., Case No. 18-20654) on Sept.
12, 2018.  The Hon. Julia W. Brand oversees the case.  In the
petition signed by Edward Friedman, managing member, the Debtor
disclosed $4,350,100 in assets and $5,214,026 in liabilities.
Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan,
serves as bankruptcy counsel to the Debtor.  Turner Friedman Morris
& Cohan, LLP is the special counsel.


CTI INDUSTRIES: Credit Facility Breaches Cast Going Concern Doubt
-----------------------------------------------------------------
CTI Industries Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $942,808 on $12,536,389 of net sales for
the three months ended March 31, 2019, compared to a net loss of
$470,551 on $13,979,177 of net sales for the same period in 2018.

At March 31, 2019 the Company had total assets of $41,384,086,
total liabilities of $35,206,322, and $6,177,764 in total equity.

The Company's primary sources of liquidity are cash and cash
equivalents as well as availability under the Credit Agreement with
PNC Bank, National Association ("PNC").  Twice during 2018, the
Company violated covenants in its credit facility and as of March
2019, it entered into a forbearance agreement with PNC.  Under the
terms of this agreement, financial covenants as of March 31, 2019
will not be considered and all previously identified compliance
failures will be waived, but the Company remains out of compliance
with the terms of its credit facility, as amended.

In addition, due to financial performance in 2016, 2017 and 2018,
including net income/(losses) attributable to the Company of US$0.7
million, (US$1.6 million), and (US$3.6 million), respectively, the
Company says it believes that substantial doubt about its ability
to continue as a going concern exists at March 31, 2019.

Additionally, the Company has experienced challenges in maintaining
adequate seasonal working capital balances, made more challenging
by increases in financing and labor costs.  These changes in cash
flows have created strain within its operations, and have therefore
increased its desire to incorporate additional funding resources.

Management's plans include:

   * Pursuing a strategically significant major capital event.
   * Working with its bank to resolve its compliance failure on a
long-term basis.
   * Evaluating and potentially executing a sale/leaseback
transaction of its facility in Lake Barrington, IL.
   * Continuing to monitor the equity market for the potential to
complete the transaction attempted during 2018, and
   * Exploring alternative funding sources.

Considering both quantitative and qualitative information, the
Company continues to believe that its plans to obtain additional
financing will provide it with an ability to finance its operations
through 2019 and, if adequately executed, will mitigate the
substantial doubt about its ability to continue as a going
concern.

A copy of the Form 10-Q is available at:

                       https://is.gd/jS6Tx9

CTI Industries Corporation develops, produces, and distributes
consumer and film products for commercial and industrial uses in
the United States, the United Kingdom, Europe, and Mexico. The
company sells its products directly, as well as through a network
of distributors and wholesalers, and independent sales
representatives.  CTI Industries was founded in 1975 and is
headquartered in Lake Barrington, Illinois.


D&J FITNESS: United Leasing Objects to Disclosure Statement
-----------------------------------------------------------
United Leasing, Inc., creditor, objects to the approval of the
Disclosure Statement and the confirmation of the Plan of
Reorganization of D&J Fitness West, LLC.

The Creditor points out that the Debtor erroneously identified
UNITED LEASING as an unsecured creditor in its List of Creditors
with the twenty largest claims.  Strangely, the Debtor did not
disclose UNITED LEASING as a creditor in its Schedules, filed only
a few weeks after its original Petition and List of Creditors, the
creditor says.

The Creditor further points out that the Disclosure Statement and
Chapter 11 Plan of Reorganization erroneously classify UNITED
LEASING's claim as a Class 4 unsecured claim, that is proposed to
be paid a 10% dividend.  It is therefore not proposed in good
faith, the creditor complains.

The Creditor further complains that no further information is
provided in the Disclosure Statement, e.g. the timing, method
and/or source of the payment to UNITED LEASING.

According to the Creditor, the Plan proposes to pay UNITED LEASING
on a pro rata basis in quarterly installments, not even slated to
begin until September 30, 2019, all the while, Debtor intends to
continue using the equipment -- UNITED LEASING's collateral -- and
earning income in its business operations therefrom.

The Creditor asserts that the Debtor has not paid the property
taxes for the equipment despite its contractual obligation to do
so.

Attorneys for United Leasing:

     Kimberly Held Israel, Esq.
     10407 Centurion Parkway North, Ste. 200
     Jacksonville, FL 32256
     Tel: (904) 224-4485
     Fax: (904) 485-8083
     Email: kisrael@ncglinchey.com
            lwhite@mcglinchey.com

               About D&J Fitness West

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

The case is assigned to Judge Karen K. Specie.  

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

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


DI PURCHASER: Moody's Hikes Corp. Family Rating to 'Caa1'
---------------------------------------------------------
Moody's Investors Service upgraded DI Purchaser, Inc.'s Corporate
Family Rating to Caa1 from Caa3, Probability of Default Rating to
Caa1-PD from Caa3-PD, Senior Secured 1st Lien Term Loan due 2021
rating to Caa1 from Caa3 and Senior Secured 2nd Lien Term Loan due
2022 rating to Caa2 from Ca. The ratings on these instruments will
be withdrawn following the successful completion of the proposed
amendments. Moody's also assigned a Caa1 rating to the company's
proposed amended Senior Secured 1st Lien Term Loan maturing
December 2023 and Caa2 to the Senior Secured 2nd Lien Term Loan
maturing December 2024. The outlook remains stable.

The upgrade of DI's CFR to Caa1 from Caa3 reflects the company's
(i) extended debt maturities, (ii) improving fundamentals and (iii)
declining leverage. As part of a bolt-on-acquisition, DI is
expected to amend its credit facilities to push out maturities by
two years as well as conserve cash with a PIK feature on its second
lien term loan. Further, a portion of the proposed acquisition is
expected to be funded with an injection of equity from DI's private
equity owner. Pro forma for the transaction, Moody's projects
debt-to EBITDA (inclusive of Moody's Adjustments) to decline to
7.1x at year-end 2019 compared to 7.6x at the end of 2018. This
improvement is the result of higher earnings from the transaction,
organic growth, cost saving initiatives already put in place during
2017 and 2018 and the equity injection from DI's private equity
owner, which limits the amount of debt that would have otherwise
been added to complete the acquisition. The debt funded portion of
the acquisition will be funded with a proposed increase in the
amount of the second lien term loan.

Rating Upgrades:

Issuer: DI Purchaser, Inc.

Probability of Default Rating, Upgraded to Caa1-PD from Caa3-PD

Corporate Family Rating, Upgraded to Caa1 from Caa3

Senior Secured 1st Lien Term Loan, Upgraded to Caa1 (LGD3) from
Caa3 (LGD4)

Senior Secured 2nd Lien Term Loan, Upgraded to Caa2 (LGD5) from Ca
(LGD5)

Assignments:

Issuer: DI Purchaser, Inc.

Senior Secured 1st Lien Term Loan, Assigned Caa1 (LGD3)

Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: DI Purchaser, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

DI's Caa1 CFR reflects the company's high leverage. Pro forma for
the transaction, debt-to EBITDA at year-end December 31, 2019 will
remain elevated at 7.1x. DI's business is also characterized by low
profitability relative to the peer group. Despite concerted effort
to improve margins, DI's EBITA margins will reach 6.3% in 2019.
Finally, Moody's does not anticipate free cash flow generation
during 2019.

The stable outlook reflects Moody's expectation that the company's
liquidity will remain adequate and operating fundamentals will
continue to improve.

The rating could be upgraded if the company improves its
profitability and liquidity and the industry environment remains
stable, where key credit metrics (inclusive of Moody's Adjustment)
such as debt-to EBITDA falls below 6.5x and EBITA-to-Interest
expense increases to 1.5x for a sustained period of time.

The rating could be downgraded if the company's liquidity
deteriorates, debt-to EBITDA exceeds 7.5x, EBITA-to-Interest
expense declines below 1.0x, or if the company initiates a large
debt-funded acquisitions and/or a significant debt-financed
dividend distribution.

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

DI, headquartered in Houston, TX, is a distributor and fabricator
of insulation and related products in North America. It serves the
industrial, commercial and the metal building insulation end
markets. Advent International Corporation, through its affiliates,
is the owner of DI. During 2018, DI increased its revenues by 7%,
resulting in total sales of approximately $647 million.


ENERGY GUARD: June 17 Auction of All Membership Units Approved
--------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized Energy Guard Midwest, LLC's auction sale of
all its membership units on June 17, 2019.

Pursuant to its First Amended Chapter 11 Plan, the Debtor is to
sell by auction to the highest bidder all membership units in the
Reorganized Debtor.

Any person or entity expressing an interest in bidding must submit
its Bid by a bid deadline of May 17, 2019.  The counsel for the
Debtor shall, as soon as practicable, evaluate the Qualified Bids
and identify the Qualified Bid that is the highest qualified bid.
If it determines that one or more Bids are Qualified Bids, the
Debtor will conduct an auction of the Units in the Reorganized
Debtor on June 17, 2019 at 12:00 p.m., at the law offices of its
counsel, Mark J. Lazzo, 3500 N. Rock Road, Building 300, Suite B,
Wichita, KS 67226.

The auction will be conducted in accordance with these auction
procedures: (1) the Qualified Bidders, or their duly authorized
representative, will appear in person or by phone at the auction;
(2) only Qualified Bidders will be entitled to bid at the auction;
(3) bidding at the auction will begin at the Starting Bid;  (4)
subsequent bids at the Auction will be made in minimum increments
of $200, or as otherwise agreed by the Bidders; (5) no credit bids
will be allowed.  Upon conclusion of auction (if an auction is
conducted), the Debtor will identify the highest bid.  The
Qualified Bidder having submitted the Successful Bid will be deemed
the Successful Purchaser.

From the proceeds of the auction sale, the Debtors will pay out the
sale proceeds per the Confirmed Plan, which requires the proceeds
be paid in descending order to the following: (i) priority
administrative claims; (ii) Class 1 and 5 priority claims; and
(iii) Class 7 general unsecured claims.

                   About Energy Guard Midwest

Energy Guard Midwest, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 18-11070) on June 4,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.  Judge
Dale L. Somers presides over the case. Mark J. Lazzo, Esq., at
Landmark Office Park, is the Debtor's legal counsel.

The Office of the U.S. Trustee on Aug. 27, 2018, appointed the
official committee of unsecured creditors in the Chapter 11 case.
The Committee retained Eron Law, P.A., as counsel.

The Debtor's First Amended Chapter 11 Plan dated Jan. 14, 2019, was
confirmed on April 3, 2019.



EXACTUS INC: Accumulated Deficit Casts Going Concern Doubt
----------------------------------------------------------
Exactus, Inc., filed its quarterly report on Form 10-Q/A,
disclosing a net loss of $1,409,867 on $15,980 of net revenues for
the three months ended March 31, 2019, compared to a net loss of
$1,073,846 on $0 of net revenues for the same period in 2018.

At March 31, 2019 the Company had total assets of $5,890,028, total
liabilities of $3,277,817, and $2,612,211 in total equity.

The Company had a net loss attributable to Exactus Inc. common
shareholders of $2,278,713 and $1,073,846 for the three months
ended March 31, 2019 and 2018, respectively.  The net cash used in
operating activities was $1,833,755 for the months ended March 31,
2019.  Additionally, the Company had an accumulated deficit and
working capital deficit of $12,816,605 and $297,562, respectively,
at March 31, 2019.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a period of
twelve months from the issuance date of this report.

The Company's Chief Executive Officer Philip J. Young said,
"Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow
positive, or raise additional debt and/or equity capital.  The
Company is seeking to raise capital through additional debt and/or
equity financings to fund its operations in the future.  Although
the Company has historically raised capital from sales of common
shares and from the issuance of convertible promissory notes, there
is no assurance that it will be able to continue to do so.  If the
Company is unable to raise additional capital or secure additional
lending in the near future, management expects that the Company
will need to curtail its operations.  These unaudited condensed
consolidated financial statements do not include any adjustments
related to the recoverability and classification of assets or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern."

Mr. Young further stated, "Over the last several months the Company
and its advisors have been evaluating numerous opportunities and
relationships to increase shareholder value.  The Company expects
to realize revenue through our efforts, if successful, to sell
wholesale and retail finished products to third parties.  However,
as the Company is in a start-up phase, in a new business venture,
in a rapidly evolving industry, many of our costs and challenges
are new and unknown.  In order to fund the Company's activities,
the Company will need to raise additional capital either through
the issuance of equity and/or the issuance of debt.  During the
three months ended March 31, 2019, the Company received proceeds
from the sale of the Company's common stock of approximately $3.3
million."

A copy of the Form 10-Q/A is available at:

                       https://is.gd/create.php

Exactus, Inc., focuses on the production, marketing, and sale of
hemp-derived cannabidiol products. The Company also intends to
focuses on developing and commercializing point-of-care diagnostics
for measuring proteolytic enzymes in the blood. It is developing
FibriLyzer, a device that uses a disposable test biosensor strip
combined with a portable hand held detection unit for the
management of hyperfibrinolytic states associated with surgery and
trauma, obstetrics, acute events, and pulmonary embolism and deep
vein thrombosis, as well as for use in chronic coronary disease
management; and MatriLyzer, a device for measuring collagenase
levels in the blood. The company is based in Delray Beach, Florida.


FAIRGROUNDS PROPERTIES: $115K Private Sale of Lot 30 Approved
-------------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized Fairgrounds Properties, Inc.'s private
sale of real property located in Hurricane, Utah, described as Lot
30, fairgrounds Industrial Park, according to the Official Pat
thereof, on file in the Office of the Recorder of Washington
County, State of Utah, to Quality Surfaces LLC and/or assigns for
$115,000.

A hearing on the Motion was held on May 30, 2019 at 3:30 p.m.

The Sale Agreement is approved.

The sale is free and clear of interests, with any interests
attached to the net sale proceeds.

In accordance with the Sale Motion, the sale proceeds of Lot 30
will be distributed as follows:

     a. Recording fees and standard transaction closing costs;

     b. A 6% commission to the Debtor's real estate agent;

     c. Unpaid property taxes secured by Lot 30 pursuant to Utah
Law;

     d. All remaining funds to be paid to People's Intermountain
Bank, the successor in interest by merger to Town and Country
Bank.

     e. Robert Stevens has agreed to voluntarily release its deed
against Lot 30; and  

     f. Nothing to be paid to Dakota Aggregate, LLC.

The 14-day appeal period is waived.

The Debtor is authorized to pay from the gross sale proceeds the
costs of sale, including the real estate commission of 6%,
outstanding real property taxes, and payment to People's
Intermountain Bank as set forth in the Sale Motion.

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

    http://bankrupt.com/misc/Fairgrounds_Properties_170_Order.pdf

                   About Fairgrounds Properties

In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real
property located in Hurricane, Utah.  It developed the property
into industrial lots and then sold them further construction and
development by purchasers.  Through various sales over the years,
as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have
been divided up into 19 lots.  The Company has completed the
entire
infrastructure of remaining land including; completion of gutters,
paved entries and water/sewer.

The company previously sought bankruptcy protection (Bankr. D. Utah
Case No. 11-26803) in 2011.  Fairgrounds Properties' prior Plan of
Reorganization dated Dec. 8, 2011, was confirmed by Judge William
T. Thurman at the confirmation hearing held on April 5, 2012.

Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah
Case No. 17-29271) on Oct. 25, 2017.  In the petition signed by
Robert C. Stevens, its president, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  Darren B. Neilson,
Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the
Debtor.  Cushman & Wakefield is the Debtor's realtor.


FALLS EVENT: Trustee's $1.95M Sale of Burr Ridge Property Approved
------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Michael F. Thomson, the Chapter 11
Trustee for the bankruptcy estate of The Falls Event Center, LLC
and affiliates, to sell The Falls at Burr Ridge, LLC's real
property located at 120 Harvester Drive, Burr Ridge, Illinois to
Restore & Renew (Series "V"), LLC for $1.95 million.

The hearing on the Motion was held on May 21, 2019 at 11:00 a.m.

The Trustee received a Qualified Offer from R&R and an auction was
held on May 20, 2019.  R&R's bid of $1.95 million was determined by
the Trustee to be the highest and best offer for the Property.  He
also accepted last bid of RRZ Real Estate, LLC ("RRZ") in the
amount of $1.925 million as a "Back-Up Bid" in the event that the
sale to R&R does not close.

The Trustee is authorized to effectuate The Falls at Burr Ridge,
LLC's sale of the Property to R&R in the amount of the Winning Bid,
or alternatively if the sale to R&R does not close, to RRZ in the
amount of the Back-Up Bid.

The Purchase Agreement with R&R is approved, and only in the event
that the sale to R&R does not close, the Purchase Agreement with
RRZ in the form of the Agreement modified to include a purchase
price in the amount of the Back-Up Bid, is approved.

The allocation of the sale proceeds as set forth in the Motion is
approved, and the Trustee is authorized to pay the gross sale
proceeds as set forth in the Motion.

The Trustee is authorized to execute the Lien Release.

The Trustee will report the receipt of any sale proceeds received
by the consolidated estate in a Notice of Sale.

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

   http://bankrupt.com/misc/Falls_Event_478_Order.pdf

                 About The Falls Event Center

The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018.  At the time of the filing, the Debtor estimated assets of
$50 million to $100 million and liabilities of $100 million to $500
million.  Judge R. Kimball Mosier presides over the case.  Ray
Quinney & Nebeker P.C. is the Debtor's legal counsel.  The Debtor
tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as
restructuring advisors.

On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.

In November 2018, Judge R. Kimball Mosier entered an order
appointing a Chapter 11 trustee.  DORSEY & WHITNEY LLP is the
Trustee's counsel.


FALLS EVENT: Trustee's $1.95M Sale of St. George Property Approved
------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Michael F. Thomson, the Chapter 11
Trustee for the bankruptcy estate of The Falls Event Center, LLC,
to sell the real property located at 170 South Mall Drive, St.
George, Washington County, Utah to MCR, LLC for $1.95 million.

The hearing on the Motion was held on May 21, 2019 at 11:00 a.m.

The Agreement is approved.

The Trustee is authorized to disburse the proceeds of sale to pay
(a) the costs of sale (including the sales commissions), (b) any
outstanding taxes and assessments, and (c) the Liens and
Encumbrances as set forth in the Motion.

The 14-day stay imposed by Federal Rule of Bankruptcy Procedure
6004(h) is waived.

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

   http://bankrupt.com/misc/Falls_Event_477_Order.pdf

                 About The Falls Event Center

The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018.  At the time of the filing, the Debtor estimated assets of
$50 million to $100 million and liabilities of $100 million to $500
million.  Judge R. Kimball Mosier presides over the case.  Ray
Quinney & Nebeker P.C. is the Debtor's legal counsel.  The Debtor
tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as
restructuring advisors.

On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.

In November 2018, Judge R. Kimball Mosier entered an order
appointing a Chapter 11 trustee.  DORSEY & WHITNEY LLP is the
Trustee's counsel.


FLOYD E. SQUIRES: Liquidating Agent's Sale Eureka Property Approved
-------------------------------------------------------------------
Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the
Northern District of California authorized Michael A. Isaacs, the
Liquidating Agent of the estate of the Floyd E. Squires III and
Betty J. Squires, to sell the real property commonly known as 1925
H Street, Eureka, California, APN 005-075-009-000, to Nathan
Goodman and Daniel Kaiser or their designee for $207,500, cash.

A hearing on the Motion was held on May 29, 2019 at 10:30 a.m.

The sale is free and clear of the liens, claims, encumbrances and
interests, with those liens, claims, encumbrances and interests to
re-attach to the proceeds of sale.

The Liquidating Agent is authorized to pay a real estate broker's
commission not to exceed 6% of the total sale price, which will be
split with the Buyers' broker.

The Liquidating Agent is authorized to pay standard closing costs,
including but not limited to unpaid real property taxes, escrow
fees, if any, recording costs and the like.

The Order is effective upon entry, and the stay otherwise imposed
by Rule 62(a) of the Federal Rules of Civil Procedure and/or
Bankruptcy Rule 6004(h) will not apply.

                        About the Squires

Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq. of the Law Offices
of David N. Chandler.

Janina M. Hoskins was appointed as examiner of the Debtors on April
23, 2018.  DENTONS US LLP, led by Michael A. Isaacs, is the
examiner's counsel.



FRANK THEATRES: Exclusive Plan Filing Period Extended to July 17
----------------------------------------------------------------
Judge Stacey Meisel of the U.S. Bankruptcy Court for the District
of New Jersey extended the period during which Frank Theatres
Bayonne/South Cove LLC 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.

According to their attorney, Kenneth Rosen, Esq., at Lowenstein
Sandler LLP, the extension would give the companies more time to
finalize a consensual and a confirmable plan of reorganization.

The companies 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.


FTD COMPANIES: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: FTD Companies, Inc.
             3113 Woodcreek Drive
             Downers Grove, IL 60515

Business Description: FTD Companies, Inc., together with its
                      subsidiaries, provides floral, specialty
                      food, gift and related products and services
                      to consumers, retail florists, and other
                      retail locations and companies.  FTD has
                      been delivering flowers since 1910, and the
                      FTD and Interflora brands are supported by
                      the Mercury Man logo, which is displayed in
                      over 30,000 floral shops in more than 125
                      countries.  In addition to FTD and
                      Interflora, the Company's diversified
                      portfolio of brands includes the following
                      trademarks: ProFlowers, Shari's Berries,
                      Personal Creations, Flying Flowers,
                      Gifts.com, and ProPlants.  FTD Companies,
                      Inc. is headquartered in Downers Grove, Ill.
                      
                      On the Web: http://www.ftdcompanies.com/

Chapter 11 Petition Date: June 3, 2019

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

      Debtor                                     Case No.
      ------                                     --------
      FTD Companies, Inc. (Lead Case)            19-11240
      FTD, Inc.                                  19-11241
      Bloom That, Inc.                           19-11242
      FTD.CA, Inc.                               19-11243
      Florists' Transworld Delivery, Inc.        19-11244
      FTD.COM Inc.                               19-11245
      FlowerFarm, Inc.                           19-11246
      FSC Denver LLC                             19-11247
      Giftco, LLC                                19-11248
      FSC Phoenix LLC                            19-11249
      Provide Cards, Inc.                        19-11250
      FTD Group, Inc.                            19-11251
      Provide Commerce LLC                       19-11252
      FTD Mobile, Inc.                           19-11253
      Provide Creations, Inc.                    19-11254

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

Debtors' Counsel:      Daniel J. DeFranceschi, Esq.
                       Paul N. Heath, Esq.
                       Brett M. Haywood, Esq.
                       Megan E. Kenney, Esq.
                       RICHARDS, LAYTON & FINGER, P.A.
                       One Rodney Square
                       920 N. King Street
                       Wilmington, Delaware 19801
                       Tel: (302) 651-7700
                       Fax: (302) 651-7701
                       Email: defranceschi@rlf.com
                              heath@rlf.com
                              haywood@rlf.com
                              kenney@rlf.com

                         - and -

                       Heather Lennox, Esq.
                       Thomas A. Wilson, Esq.
                       JONES DAY
                       901 Lakeside Avenue
                       Cleveland, Ohio 44114
                       Tel: (216) 586-3939
                       Fax: (216) 579-0212
                       Email: hlennox@jonesday.com
                              tawilson@jonesday.com
                           
                         - and -

                       Brad B. Erens, Esq.
                       Caitlin K. Cahow, Esq.
                       JONES DAY
                       77 West Wacker
                       Chicago, Illinois 60601
                       Tel: (312) 782-3939
                       Fax: (312) 782-8585
                       Email: bberens@jonesday.com
                              ccahow@jonesday.com

Debtors'
Financial
Advisor:               MOELIS & COMPANY

Debtors'
Investment
Banker:                PIPER JAFFRAY COMPANIES

Debtors'
Claims &
Noticing
Agent:                 OMNI MANAGEMENT GROUP
                       https://is.gd/cCJ5NX

Debtors' Interim
Management
Services Provider:     AP SERVICES, LLC

Total Assets as of April 30, 2019: $312.7 million

Total Debts as of April 30, 2019: $374.9 million

The petitions were signed by Scott D. Levin, president and CEO.

A full-text copy of FTD Companies' petition is available for free
at:

            http://bankrupt.com/misc/deb19-11240.pdf

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. UPS Supply Chain Solutions, Inc.     Trade          $23,221,882
28013 Network Place
Chicago, IL 60673-1280
Tel: (502) 485-2244

2. Alorica, Inc.                    Professional        $5,151,623
5 Park Plaza, Suite 1100              Services
Irvine, CA 92614
Tel: (305) 883-7781
Fax: (305) 883-9321

3. Sun Valley Floral Farms              Trade           $3,155,966
3160 Upper Bay Road
Arcata, CA 95521-9690
Tel: (707) 826-8700

4. Veritiv Operating Company            Trade           $2,911,515
3568 Solutions Center
Chicago, IL 60677-3005
Tel: (877) 298-1277

5. Ad Results Media, LLC             Professional       $2,883,417
6110 Clarkson Lane                     Services
Houston, TX 77055
Tel: (713) 375-0056
Fax: (281) 596-4509

6. Elite Exports Inc. S.A.              Trade           $1,903,249
3200 NW 67th Ave.
Bldg. 2, Suite 290
Miami, FL 33122
Tel: (800) 662-5351
Fax: (786) 269-2353

7. Google Affiliate Network Inc.     Professional       $1,792,759
1600 Amphitheatre Parkway              Services
Mountain View, CA 94043
Tel: (650) 253-8909

8. R&M Consulting Chicago LLC        Professional       $1,603,017
205 N. Michigan Ave., Suite 2660       Services
Chicago, IL 60601
Tel: (312) 326-9200
Fax: (312) 926-9201
Email: ltillman@rmc-chi.com

9. Packaging Corp Of America             Trade          $1,502,821
2155 42nd Street Northwest
Winter Haven, FL 33881
Tel: (863) 965-2500
Fax: (863) 965-1676

10. Atlas Flowers Inc.                   Trade          $1,299,515
2600 NW 79th Ave.
Miami, FL 33122
Tel: (305) 599-0193
Fax: (305) 477-0616

11. Holex Flower B.V.                    Trade            $841,486
Postbus 1190
1430 BD Aalsmeer
The Netherlands
Tel: +31 (0)297 381 050
Fax: +31 (0)297 381 070
Email: info@holex.com

12. Adobe System Inc.                 Professional        $704,829
345 Park Ave.                           Services
San Jose, CA 95110
Tel: (408) 536-5412

13. Coyote Logistics, LLC                 Trade           $659,605
  
960 North Point Parkway
Alpharetta, GA 30005
Tel: (773) 799-2312
Email: ryan.mumford@coyote.com

14. Syndicate Sales, Inc.                 Trade           $648,139
2025 North Wabash
Kokomo, IN 46901
Tel: (765) 457-7277

15. ADS Alliance Data Systems, Inc.    Professional       $626,753
30699 Russell Ranch Road, Suite #250     Services
Westlake Village, CA 91362
Toll Free Tel: (877) 361-3316
Tel: (818) 575-4500
Fax: (818) 575-4501

16. Randstad Horizons, L.P.            Professional       $598,562
10940 Wilshire Blvd. #1910              Services
Los Angeles, CA 90024
Tel: (877) 273-8963
Fax: (865) 240-2933

17. Rocky Mountain                        Trade           $591,621
Chocolate Factory Inc.
265 Turner Drive
Durango, CO 81303-7941
Tel: (970) 247-4943
Fax: (970) 247-9593

18. Amerisource Funding, Inc.         Professional        $578,882
Assignee For Baronhr LLC                Services
7225 Langtry Street
Houston, TX 77040
Tel: (619) 840-7971
Fax: (713) 462-8631

19. Farmstead Gourmet LLC                 Trade          $544,400
515 North Reading Road
Ephrata, PA 17522
Tel: (209) 365-2340

20. Guittard Chocolate Company            Trade          $509,584
10 Guittard Road
Burlingame, CA 94010
Tel: (650) 697-4227
Fax: (650) 692-2761

21. Legacy Staffing Solutions         Professional       $427,787
226 Westinghouse Blvd., Ste. 301        Services
Charlotte, NC 28273
Tel: (704) 919-0346
Fax: (980) 201-9533
Email: evelin@legacystaffingnc.com

22. Surestaff Inc.                    Professional       $404,567
7083 Solution Center                   Services
Chicago, IL 60677-7000
Tel: (847) 640-1300
Fax: (847) 640-0940

23. GKG Fulfillment LLC                  Trade            $385,140
111 Kerry Lane
Wauconda, IL 60084
Tel: (847) 201-4383
Fax: (847) 305-5889

24. Rainforest Farmlands                 Trade            $382,522
Kenya Limited
P.O. Box 2522 - 00606
Sarit Centre, Nairobi Kenya
Tel: +254724012159
Email: info@fleurafrica.com

25. Premier Packaging, LLC               Trade            $375,700
3254 Reliable Parkway
Chicago, IL 60686
Tel: (800) 518-6305
Fax: (502) 935-8330
Email: lhagan@prempack.com

26. Farm Direct Corporation              Trade            $333,211
9500 S. Dadeland Blvd., Suite 508
Miami, FL 33156
Tel: (305) 670-3211
Email: kgauchier@equatoroses.com

27. Stephen Gould Corporation            Trade            $314,690
35 South Jefferson Road
Whippany, NJ 07981
Tel: (704) 587-6100
Email: kgcamp@stephengould.com

28. California Fruit Exchange, LLC       Trade            $305,581
6011 East Pine Street
Lodi, CA 95240
Tel: (209) 365-2300
Email: ar@agiftinside.com

29. C.I. Flores Ipanema LTDA             Trade            $302,826
Carrera 13 No. 97-51, OFC.202
Bogota, Columbia
Tel: +57 1 635 1519

30. Commission Junction Inc.         Professional         $300,018
530 East Montecito Street              Services
Suite 106
Santa Barbara, CA 93103
Tel: (805) 730-8000


FTD COMPANIES: Nexus to Buy Florist Biz for $95 Million
-------------------------------------------------------
Floral and gifting company FTD Companies, Inc. (Nasdaq: FTD) said
it has entered into a definitive asset purchase agreement with an
affiliate of Nexus Capital, a California-based private equity
sponsor, to acquire the Company's North America and Latin America
florist and consumer business, including ProFlowers.  The purchase
price is $95 million in cash, subject to customary adjustments.

The Company also announced that it is restructuring its ProFlowers
business to better support the FTD florist network and to reduce
costs.  Under the new operating model, floral order fulfilment and
distribution for ProFlowers are being transitioned to the FTD
florist network and third-party fulfilment partners.

The ProFlowers website will continue to serve customers and process
orders.

Under the asset purchase agreement with Nexus Capital, Nexus
Capital would acquire the as-restructured ProFlowers business.

On June 2, 2019, the Debtors entered into an asset purchase
agreement (the "Nexus APA") with an affiliate of Nexus Capital
Management LP  for the purchase of the FTD Assets and the
restructured ProFlowers business, which will (a) serve as an order
gatherer for the Florist Member Network and (b) fulfill orders
through third-party fulfilment centers.

"We are pleased to announce Nexus Capital's pending acquisition of
our North America and Latin America Consumer and Florist
businesses," said Scott Levin, FTD's President and Chief Executive
Officer.  "We are excited about the skill, experience and stability
that Nexus Capital brings to the businesses, and we believe this
transaction will serve to enhance FTD's strong relationships with
our valued member florists and business partners.  We also believe
the shift of ProFlowers orders into the FTD florist network will
benefit our florist network and key third-party providers, and
enable us to better serve customers.  We look forward to continuing
our important relationships with our florist partners."

The asset purchase agreement is subject to certain closing
conditions, including finalizing certain transaction documentation
and related matters by such time as the company seeks approval of
Nexus Capital's stalking horse protections.  The asset purchase
agreement also remains subject to higher or better offers for the
North America and Latin America Consumer and Florist businesses, as
well as approval of the Bankruptcy Court. The Company will seek to
close the transaction as soon as possible in accordance with
milestones agreed to with its DIP lenders.

                Sale Subject to Bidding Process

Shortly after the Petition Date, the Debtors anticipate filing a
motion seeking to establish bidding procedures governing the sale
and potential auction(s) of substantially all of the Debtors'
assets (the "Bidding Procedures Motion"), in accordance with
milestones under the Debtors' postpetition financing facility.

The Bidding Procedures Motion also will seek authority (a) for the
Debtors to enter into one or more asset purchase agreements with
one or more bidders that have been designated as a "stalking horse
bidder" for certain assets and to provide certain bid protections
in connection therewith and (b) to establish certain sale noticing
procedures and procedures for the assumption and assignment of
executory contracts and unexpired leases that may be assumed and
assigned in connection with any sale transaction.

                       About FTD Companies

FTD Companies, Inc. –- http://www.ftdcompanies.com/-- is a
premier floral and gifting company. Through its diversified family
of brands, it provides floral, specialty foods, gifts, and related
products to consumers primarily in North America.  It also provides
floral products and services to retail florists and other retail
locations throughout these same geographies.  FTD has been
delivering flowers since 1910, and the highly-recognized FTD brand
is supported by the iconic Mercury Man logo, which is displayed in
over 30,000 floral shops in more than 125 countries. In addition to
FTD, its diversified portfolio of brands includes the following
trademarks: ProFlowers, Shari's Berries, Personal Creations,
Gifts.com, and ProPlants.  FTD Companies is headquartered in
Downers Grove, Illinois.

On June 3, 2019, FTD and 14 domestic subsidiaries sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-11240).

Jones Day is serving as legal advisor to the Company, Moelis &
Company LLC and Piper Jaffray & Co. are serving as its investment
bankers and financial advisors, and AP Services, LLC, an affiliate
of AlixPartners, is providing Chief Restructuring Officer
services.

Omni Management Group is the claims agent and has put up the site
http://www.FTDrestructuring.com/



FTD COMPANIES: Personal Creations, Shari's Get Non-Binding Offers
-----------------------------------------------------------------
Floral and gifting company FTD Companies, Inc. (Nasdaq: FTD) said
it has entered into non-binding letters of intent with:

    * a strategic investor to acquire Personal Creations; and

    * Farids & Co., LLC, which is owned by Tariq Farid, founder of
Edible Arrangements, LLC, to acquire Shari's Berries.

"We are pleased to have received strong interest for our businesses
and are working diligently to complete our strategic review
initiatives.  We believe that our extensive discussions with
multiple parties will enable us to achieve an outcome that benefits
not only our creditors, but also our employees, florists, customers
and partners," said Scott Levin, FTD's President and Chief
Executive Officer.

The letters of intent for the sales of Personal Creations and
Shari's Berries are subject to the parties reaching definitive
asset purchase agreements that would be implemented through
court-supervised sale processes designed to achieve the most
favorable sale terms for the businesses.  The Company will seek to
close these sale transactions as soon as possible in accordance
with milestones agreed to with its DIP lenders.  The sale
transactions are subject to Bankruptcy Court approval and the
satisfaction of any other closing conditions set forth in the
definitive agreements.

                       About FTD Companies

FTD Companies, Inc. –- http://www.ftdcompanies.com/-- is a
premier floral and gifting company. Through its diversified family
of brands, it provides floral, specialty foods, gifts, and related
products to consumers primarily in North America.  It also provides
floral products and services to retail florists and other retail
locations throughout these same geographies.  FTD has been
delivering flowers since 1910, and the highly-recognized FTD brand
is supported by the iconic Mercury Man logo, which is displayed in
over 30,000 floral shops in more than 125 countries. In addition to
FTD, its diversified portfolio of brands includes the following
trademarks: ProFlowers, Shari's Berries, Personal Creations,
Gifts.com, and ProPlants.  FTD Companies is headquartered in
Downers Grove, Illinois.

On June 3, 2019, FTD and 14 domestic subsidiaries sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-11240).

Jones Day is serving as legal advisor to the Company, Moelis &
Company LLC and Piper Jaffray & Co. are serving as its investment
bankers and financial advisors, and AP Services, LLC, an affiliate
of AlixPartners, is providing Chief Restructuring Officer
services.

Omni Management Group is the claims agent and has put up the site
http://www.FTDrestructuring.com/



FTD COMPANIES: Says Essential Suppliers First in Line for Payment
-----------------------------------------------------------------
FTD Companies, Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware to pay certain prepetition claims of
suppliers who supply goods or services essential to the continued
operation of the Debtors' business (i) on an interim basis in an
aggregate amount not to exceed $11 million and (ii) on a final
basis in an aggregate amount not to exceed $15 million.

The Debtors have narrowly tailored the definition of "Essential
Suppliers" to encompass only those suppliers that are sole or
limited sources, or high-volume suppliers, for goods or services
critical to the Debtors' business operations, or where the
transition period or costs associated with replacing the supplier
would put the Debtors' operations at risk.

The Debtors say that the $15 million cap equals approximately 2% of
the Debtors' historical annual expenditures on goods and services.

The Debtors note that to maintain liquidity sufficient to ensure
the ongoing operation of their businesses in the weeks leading up
to the Petition Date, they deferred payment of certain suppliers
–- including Essential Suppliers -- creating increased unrest
among this key constituency.  Absent court approval to pay
Essential Suppliers, the Debtors anticipate that these vendors may
contract trade terms (or potentially refuse to continue current
business relationships with the Debtors), thus creating downward
pressure on the Debtors' liquidity.

The Debtors believe that certain of the Essential Suppliers may be
entitled to administrative priority pursuant to Section 503(b)(9)
of the Bankruptcy Code because the Debtors received the relevant
goods in the ordinary course of business within 20 days of the
Petition Date.  In fact, the Debtors estimate that of the $15
million in Essential Supplier Claims they have identified, nearly
$4.5 million may be entitled to Section 503(b)(9) priority.  To the
extent that the Essential Suppliers are entitled to administrative
priority, the payment of such claims will not deplete the pool of
assets generally available to other unsecured creditors.

                       About FTD Companies

FTD Companies, Inc. –- http://www.ftdcompanies.com/-- is a
premier floral and gifting company. Through its diversified family
of brands, it provides floral, specialty foods, gifts, and related
products to consumers primarily in North America.  It also provides
floral products and services to retail florists and other retail
locations throughout these same geographies.  FTD has been
delivering flowers since 1910, and the highly-recognized FTD brand
is supported by the iconic Mercury Man logo, which is displayed in
over 30,000 floral shops in more than 125 countries. In addition to
FTD, its diversified portfolio of brands includes the following
trademarks: ProFlowers, Shari's Berries, Personal Creations,
Gifts.com, and ProPlants.  FTD Companies is headquartered in
Downers Grove, Illinois.

On June 3, 2019, FTD and 14 domestic subsidiaries sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-11240).

Jones Day is serving as legal advisor to the Company, Moelis &
Company LLC and Piper Jaffray & Co. are serving as its investment
bankers and financial advisors, and AP Services, LLC, an affiliate
of AlixPartners, is providing Chief Restructuring Officer
services.

Omni Management Group is the claims agent and has put up the site
http://www.FTDrestructuring.com/


GOLASINSKI HOMES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Golasinski Homes LLC
        10107 Sagedale Drive
        Houston, TX 77089-5120

Business Description: Golasinski Homes LLC owns in fee simple
                      three real estate properties in Harris
                      County, Texas, having a total current
                      value of $1.41 million.

Chapter 11 Petition Date: June 2, 2019

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

Case No.: 19-33035

Judge: Hon. Jeffrey P. Norman

Debtor's Counsel: David L. Venable, Esq.
                  DAVID L. VENABLE
                  13201 Northwest Fwy, Ste 800
                  Houston, TX 77040-6157
                  Tel: 713-956-1400
                  Fax: 713-983-8285
                  E-mail: david@dlvenable.com

Total Assets: $1,410,129

Total Liabilities: $1,004,609

The petition was signed by Timothy E. Golasinski, manager.

The Debtor lists Sykes Equity LLC as its sole unsecured creditor
holding a claim of $7,013.

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

              http://bankrupt.com/misc/txsb19-33035.pdf


GREAT FOOD: Seeks to Extend Exclusive Filing Period to Dec. 31
--------------------------------------------------------------
Great Food Great Fun, LLC and Professional Hospitality, LLC asked
the U.S. Bankruptcy Court for the Western District of New York to
extend the deadline to file their Chapter 11 plan and disclosure
statement to Dec. 31.

Prior to the petition date, the New York State Department of
Taxation and Finance made assessments against Great Food Great Fun
(approximately $300,000), Professional Hospitality (approximately
$177,000) and their owner, Andrew Carlson, for bulk sales tax
relating to previously existing business entities owned and
operated by Mr. Carlson's father.

Mr. Carlson, who is not in bankruptcy, contested the bulk sales tax
assessments against him.  The dispute is being litigated through an
appeal before the New York State Tax Appeals Tribunal. If Mr.
Carlson wins the case, the result could form the basis for the
companies' objections to the bulk sales tax claims, according to
court filings.

The companies have also been seeking new investment to assist them
in their future business operations. If the disputed bulk sales tax
claims of NYS Tax were resolved in their favor, a joint plan of
reorganization could be proposed and confirmed without the need for
additional investment.  While they intend to file a joint plan this
year, the companies believe the resolution of the tax claims is
expected to have material impact on their efforts to reorganize
their businesses, according to court filings.

                 About Great Food Great Fun and
                    Professional Hospitality

Great Food Great Fun LLC is a New York corporation which is doing
business as "Wing City Grille" and which operates a restaurant in
Fredonia, New York.  Professional Hospitality, LLC, is a New York
corporation which is doing business as "Village Casino Restaurant"
and which operates a restaurant and banquet facilities on the
waterfront in Bemus Point, New York.  The Village Casino Restaurant
is seasonal, generally operating only between May 1 and Sept. 30
each year.  Great Food and Professional Hospitality are single
member limited liability corporations owned by Andrew C. Carlson,
an individual who is not in bankruptcy.  

Great Food Great Fun, LLC, and Professional Hospitality, LLC, filed
Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 17-11557 and
17-11558, respectively) on July 24, 2017.

Judge Carl L. Bucki presides over the Debtors' jointly administered
cases.  

Andreozzi Bluestein LLP, serves as counsel to the Debtors.


HALCON RESOURCES: Moody's Cuts CFR to Caa2 & Unsec. Notes to Caa3
-----------------------------------------------------------------
Moody's Investors Service downgraded Halcon Resources Corporation's
Corporate Family Rating to Caa2 from B3, its Probability of Default
Rating to Caa2-PD from B3-PD and the rating on its senior unsecured
notes to Caa3 from Caa1. Concurrently, Moody's affirmed Halcon's
SGL-4 Speculative Grade Liquidity Rating. The outlook remains
negative.

"Halcon's ratings downgrade reflects its elevated risk of a debt
restructuring or distressed exchange while the company evaluates
strategic and financial alternatives," said Amol Joshi, Moody's
Vice President.

Downgrades:

Issuer: Halcon Resources Corporation

Corporate Family Rating, Downgraded to Caa2 from B3

Probability of Default Rating, Downgraded to Caa2-PD from B3-PD

Senior Unsecured Notes, Downgraded to Caa3 (LGD4) from Caa1 (LGD4)

Outlook Actions:

Issuer: Halcon Resources Corporation

Outlook, Remains Negative

Affirmations:

Issuer: Halcon Resources Corporation

Speculative Grade Liquidity Rating, Affirmed SGL-4

RATINGS RATIONALE

Halcon's Caa2 CFR is challenged by its small scale, with average
daily production of about 17 thousand boe per day in the first
quarter of 2019. Production increased to exceed 20 thousand boe per
day in early May after the company's sour gas treating plant became
operational and provided flow assurance for gas. Halcon had reduced
its significant debt and interest expense burden through the
bankruptcy process in 2016 from previously unsustainable levels.
After selling its Williston Basin and El Halcon assets in 2017, the
company acquired Delaware Basin acreage and has been spending
capital to ramp up the development of the Delaware Basin assets.
Halcon's operations are now entirely focused in the Delaware Basin
where the company has expanded its inventory of economic drilling
locations. However, Halcon's liquidity is weak while the company
needs to spend significant capital to grow production and cash flow
by developing its asset base. Halcon's rating is constrained by its
small asset footprint, and considerable execution risk involved in
profitably developing its acquired acreage.

Halcon's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity. At March 31, 2019, Halcon had negligible cash balances,
and $105 million in drawings as well as $1.8 million letters of
credit outstanding under its revolving credit facility with a
borrowing base of $225 million. The company's nearest maturity is
the senior secured credit facility, which matures in September
2022. The credit facility has financial covenants including a
maximum Total Net Indebtedness Leverage Ratio of 5x for the quarter
ended March 31, 2019 stepping down by 0.25x each quarter to 4x for
the quarter ending March 31, 2020 and thereafter, and a minimum
Current Ratio of 1x. Halcon had anticipated defaulting under the
Leverage Ratio covenant for the quarter ended March 31, 2019. While
the company has obtained a waiver, such waiver could terminate as
soon as July 1, 2019. Halcon's internal projections show that it
will not be in compliance with the Leverage Ratio and Current Ratio
covenants in certain future periods, beginning with the three
months ending June 30, 2019.

Halcon's senior unsecured notes due 2025 are rated Caa3, one notch
below the Caa2 CFR. This notching reflects the priority claim given
to the senior secured revolving credit facility within the capital
structure.

The outlook is negative reflecting Halcon's weak liquidity and
significant capital needs to grow its small asset base.

The rating could be downgraded if liquidity remains significantly
constrained or if Halcon's cash flow materially deteriorates. The
rating could be upgraded if the company's liquidity is adequate and
its debt to average daily production is sustained below $25,000 per
boe.

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

Halcon is an independent E&P company with a primary focus on the
Delaware Basin in West Texas.


HEART CARE: Provident Bank Objects to Disclosure Statement
----------------------------------------------------------
Provident Bank objects to The Heart Care Group, P.C.'s application
for approval of the disclosure statement explaining its Chapter 11
Plan.

Bank points out that the Debtor's valuation of Provident Bank's
collateral is materially incorrect and unrealistic, thereby causing
the Disclosure Statement to be misleading and insufficient with
respect to Debtor’s debt service obligations and the viability of
the Plan.

Bank further points out that without accurate information regarding
the value of Provident's collateral, interested parties are unable
to reach a fair assessment of the Debtor's post-petition
obligations and the accuracy of the Debtor's projections.

According to Bank, in addition, a Chapter 11 plan cannot violate
the "absolute priority rule" as codified at 11 U.S.C. Section
1129(b)(2)(B)(ii), which provides that each class of unsecured
creditors must be paid in full before the debtor can retain any
property as part of a reorganization plan.

The Bank complains that the plan is not confirmable per Section
1129(b) because it is not "fair and equitable" in its valuation of
assets and its treatment of Provident Bank.

Attorneys for Provident Bank:

     Jack M. Seitz, Esq.
     LESAVOY BUTZ & SEITZ LLC
     1620 Pond Road, Suite 200
     Allentown, PA 18104
     Tel: (610) 530-2700

                   About The Heart Care Group

The Heart Care Group, P.C., is a medical group practice located in
Allentown, Pennsylvania specializing in cardiology.

The Heart Care Group, based in Allentown, PA, filed a Chapter 11
petition (Bankr. E.D. Pa. Case No. 18-17048) on Oct. 24, 2018.  In
the petition signed by Shehzad M. Malik, M.D., president, the
Debtor disclosed $765,962 in assets and $2,035,282 in liabilities.

The Hon. Richard E. Fehling presides over the case.  John R. K.
Solt, Esq., at John R. K. Solt, P.C., serves as bankruptcy counsel.


HELIOS AND MATHESON: Stockholders Approve Reverse Stock Split
-------------------------------------------------------------
Helios and Matheson Analytics Inc. held a special meeting of
stockholders on May 24, 2019.

The Company's stockholders approved the amendment of its
certificate of incorporation to effect a one-time reverse stock
split of common stock at a ratio of 1 share-for-2 shares up to a
ratio of 1 share-for-1,000 shares, which ratio will be selected by
its Board of Directors and set forth in a public announcement if
the Board of Directors determines to implement the Reverse Split
Amendment.  Holders of shares of Common Stock, holders of shares of
Series A Preferred Stock and holders of Series B Preferred Stock
voted together as a single class; holders of shares of Series A
Preferred Stock voted separately as a single class; and holders of
shares of Series B Preferred Stock voted separately as a single
class on this proposal.

The Company's stockholders approved, subject to the approval of the
Reverse Split Amendment, an amendment to its certificate of
incorporation to reduce the number of shares of its authorized
common stock from 5,000,000,000 to 2,000,000,000 and to decrease
the total number of authorized shares of capital stock from
5,002,000,000 to 2,002,000,000.  Implementation of this Proposal is
contingent upon actual implementation of the Reverse Split
Amendment by Board of Directors.  Holders of shares of Common
Stock, holders of shares of Series A Preferred Stock and holders of
Series B Preferred Stock voted together as a single class; holders
of shares of Common Stock voted separately as a single class;
holders of shares of Series A Preferred Stock voted separately as a
single class; and holders of shares of Series B Preferred Stock
voted separately as a single class on this proposal.

The Company's stockholders did not approve the adjournment of the
special meeting, if necessary, to solicit votes on the above
proposals if sufficient votes to pass the proposals were not
received in time for the special meeting.  Holders of shares of
Common Stock, holders of shares of Series A Preferred Stock and
holders of Series B Preferred Stock voted together as a single
class on this proposal.  Because the above proposals were approved,
the adjournment of the special meeting was not necessary.

                    About Helios and Matheson

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

Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016.  The Company's amended balance
sheet at Sept. 30, 2018, showed $134.30 million in total assets,
$68.86 million in total liabilities, and $65.44 million in total
stockholders' equity.

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

                 2018 Form 10-K Filing Delay

Helios and Matheson had filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the year ended Dec. 31, 2018.  The Company
said it requires additional time to provide its independent
registered public accounting firm with the information and
documentation regarding its assessment of its internal control over
financial reporting to enable its independent registered public
accounting firm to provide the required attestation report.


HOLLANDER SLEEP: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
The U.S. Trustee for Region 2 on May 30 appointed five creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 cases of Hollander Sleep Products, LLC and its
affiliates.

The committee members are:

     (1) Roind Hometex Co., Ltd.   
         90 E. Zhongxing Rd. Luoshe Town   
         Wuxi, Jiangsn, China 214187   
         Attention: Feng Huanh, General Manager   
         Telephone: +86 510 83313788

     (2) Hangzhou Chuangyuan Feather Co., Ltd.   
         No. 5 Xinda RD, MiaoJia Village   
         Suo Qian Town, Hangzhou, China
         Attention: Fu Mingfang, General Manager
         Telephone: +86-13967199501

     (3) Hollander NC IA LLC   
         600 East Avenue, Suite 200   
         Rochester, New York 14607   
         Attention: R. Stan Holland
         Vice President of Operations   
         Telephone: (585) 434 1674

     (4) Nap Industries, Inc.   
         667 Kent Avenue   
         Brooklyn, New York 11249   
         Attention: Jack Freund, Vice President   
         Telephone:  (718) 625-4949
  
     (5) Packaging Corporation of America   
         1 N Field Ct.   
         Lake Forest, Illinois 60045   
         Attention: Giacomo (Jack) Mauro, Director    
         Telephone: (847) 482-2134

Official creditors' committees serve as fiduciaries to the general
population of creditors they represent.  They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.

                  About Hollander Sleep Products

Founded in 1953 and headquartered in Boca Raton, Florida, Hollander
Sleep Products, LLC -- https://www.hollander.com/ -- designs,
manufactures, and markets utility bedding products that it sells to
a variety of prominent retailers, distributors, and hotels.
Hollander supplies bed, pillow, and mattress pad under owned and
licensed brands which include I AM, Pacific Coast Feather, Live
Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren,
Chaps, and Calvin Klein.

Hollander employs approximately 2,370 people in the United States
and Canada.

Hollander Sleep Products and its six affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19,
2019.

Hollander estimated $100 million to $500 million in assets and the
same range of liabilities.

The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose
LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim
management services provider; Houlihan Lokey Capital, Inc.;
Houlihan Lokey Capital, Inc., as investment banker; and Omni
Management Group as claims agent.


IACCARINO INC: Pennsylvania Objects to Disclosure Statement
-----------------------------------------------------------
The Commonwealth of Pennsylvania, Department of Revenue, objects to
the approval of the disclosure statement and confirmation of plan
filed by Iaccarino, Inc.

CPDR points out that the sale of alcohol without a license is a
criminal offense in the Commonwealth of Pennsylvania, so, to the
extent that debtor is relying on this expired liquor license to
help it meet the monthly payments proposed by this plan of
reorganization (see Section III.D.1), its reliance is misplaced.

According to the CPDR, despite knowing that it has not filed or
paid in full certain Pennsylvania sales and employer withholding
tax returns since filing its bankruptcy petition, debtor fails to
identify the Commonwealth of Pennsylvania, Department of Revenue's
estimated post-petition taxes, interest, and penalties as
administrative expenses.

CPDR further points out that while claiming that the Commonwealth
of Pennsylvania, Department of Revenue and the Internal Revenue
Service's priority claims are "Unimpaired," debtor proposes to pay
their claims (1) "with no interest" and (2) "in monthly
installments commencing . . . approximately 23 months following the
effective date of the plan."

CPDR asserts that because debtor (1) did not renew its liquor
license in advance of filing for bankruptcy and it expired on March
31, 2018, (2) has not applied to renew its liquor license at any
time since March 31, 2018, and (3) has not filed a post-petition
employer withholding tax return and paid its post-petition sales
and employer withholding taxes in a timely manner, debtor cannot
currently use or transfer the liquor license.

CPDR complans that in debtor's November 2018 Monthly Operating
Report, debtor claims that it has "timely filed [its] tax returns
and paid all of [its] taxes," however, nowhere on its Profit & Loss
statement does debtor list the payment of state sales taxes as an
Expense

                     About Iaccarino, Inc.

Iaccarino, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 18-16655) on Oct. 4, 2018, disclosing under $1
million in assets and liabilities.  The Law Firm of Case &
DiGiamberardino, P.C., led by name partner John A. DiGiamberardino,
serves as counsel to the Debtor.


IDERA INC: Moody's Affirms 'B3' CFR & 'B2' First Lien Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Idera, Inc.'s B3 Corporate
Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 rating for the company's
proposed increased 1st lien term loan and revolving credit facility
and assigned a Caa2 rating to the proposed 2nd lien term loan. The
outlook remains stable.

These rating actions follow Idera's announced plans to return
capital to its existing shareholders in conjunction with the sale
of a minority stake in Idera to Partners Group. Proceeds of the
increased debt portion of the financing will be used to fund a $170
million distribution, repay the existing $120 million 2nd lien term
loan, and cover transaction related expenses, resulting in an
increase in total adjusted leverage to roughly 7.0x, an increase of
nearly 1.5x. Moody's will withdraw the existing rating on the
company's 2nd lien term loan upon completion of the planned
financing.

Affirmations:

Issuer: Idera, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

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

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

Assignments:

Issuer: Idera, Inc.

Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD6)

Outlook Actions:

Issuer: Idera, Inc.

Outlook, Remains Stable

These rating actions remain subject to Moody's review of the final
transaction terms and conditions.

RATINGS RATIONALE

The B3 CFR reflects the risks associated with Idera's relatively
small revenue base and narrow market focus, acquisitive growth
strategy, and aggressive financial policies, all of which lead to
recurring increases in debt/EBITDA (Moody's adjusted) to high
levels. Pro forma for the pending dividend distribution to existing
shareholders and sale of a minority interest to Partners Group,
adjusted debt/EBITDA will reach 7.0x with little deleveraging
expected over the next 12 months. Ratings also factor in the
potential for the company to pursue additional shareholder
distributions and acquisitions over the next 12 -- 18 months which
would limit the potential for a meaningful reduction in leverage.

Risks associated with Idera's aggressive financial policies are
partially offset by the company's largely recurring revenue base,
attractive operating margins, and wide-ranging product suite that
helps database and system administrators as well as other
application users improve the overall availability and performance
of their information technology (IT) systems. Idera's top-line
predictability is supported by good client retention rates among a
global, diversified customer footprint and the company's solid
competitive position within its targeted market for third party
database diagnostic tools and complementary application monitoring
and development products. Since the beginning of FY2018, Idera has
been able to offset revenue declines in the database tools division
primarily with double digit percentage growth in the testing tools
division. Moody's expects this trend to continue over the next few
years resulting in testing tools replacing database tools as the
largest division and accounting for roughly half of total
revenues.

Idera's adequate liquidity position is supported by roughly $30
million of balance sheet cash following the completion of the
financing as well as Moody's expectation for positive free cash
flow generation (3%-4% of debt balances) before dividends in this
fiscal year ending March 2020. The company's liquidity is supported
by an increased revolving credit facility of $50 million (undrawn
at closing) which is subject to a springing covenant when usage
exceeds 35% (not expected to be in effect over the next 12
months).

The stable outlook reflects Moody's expectation for low to
mid-single digit percentage organic topline growth over the next 12
months as Idera benefits from new license sales as well as pricing
increases on maintenance renewals. Concurrently, Moody's expects
operating leverage benefits to drive limited margin improvement,
contributing to modest deleveraging during this period.

Ratings could be upgraded if Idera demonstrates sustained adherence
to more conservative financial policies while growing revenues and
EBITDA. Moody's would also need to expect that adjusted leverage
and FCF/debt will be sustained at 6x and 5%, respectively. Ratings
could be downgraded if Idera adopts more aggressive financial
policies, revenue contracts materially from current levels, or the
company experiences free cash flow deficits leading to expectations
for diminished liquidity.

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

Idera, Inc., based in Houston, TX, is a database-centric software
provider that also offers clients a suite of complementary
performance monitoring and application development tools. Upon
closing of the proposed transaction that values the company at $2
billion, Idera will be owned principally by HGGC LLC, TA
Associates, and Partners Group. Moody's expects revenues to exceed
$270 million over the next 12 months.


IDL DEVELOPMENT: CMC on Private Sale of All Assets Held
-------------------------------------------------------
Judge Christopher Panos of the U.S. Bankruptcy Court for the
District of Massachusetts convened a case management conference on
IDL Development, Inc.'s private sale of substantially all assets,
free and clear of all liens, claims, interests and encumbrances;
and on the cure objection of Continuum Energy Technologies, LLC.

                     About IDL Development

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

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



IDL DEVELOPMENT: Exclusive Plan Filing Period Extended to Aug. 27
-----------------------------------------------------------------
Judge Christopher Panos of the U.S. Bankruptcy Court for the
District of Massachusetts extended the period during which IDL
Development, Inc. has the exclusive right to file a Chapter 11 plan
through Aug. 27, and to solicit acceptances for the plan through
Oct. 28.

                          About IDL Development Inc.

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

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


IOTA COMMUNICATIONS: Incurs $13.6 Million Net Loss in Q3 2019
-------------------------------------------------------------
Iota Communications, Inc., has filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $13.60 million on $1.89 million of net sales for the
three months ended Feb. 28, 2019, compared to a net loss of $3.89
million on $60,538 of net sales for the three months ended Feb. 28,
2018.

For the nine months ended Feb. 28, 2019, the Company reported a net
loss of $39.32 million on $2.68 million of net sales compared to a
net loss of $10.75 million on $220,020 of net sales for the nine
months ended Feb. 28, 2018.

As of Feb. 28, 2019, the Company had $21.83 million in total
assets, $103.10 million in total liabilities, and a total
stockholders' deficit of $81.27 million.

The Company's primary need for liquidity is to fund the working
capital needs of the business.  The Company has incurred net losses
of approximately $102 million since inception, including a net loss
of approximately $40 million for the nine months ended Feb. 28,
2019.  Additionally, the Company had negative working capital at
Feb. 28, 2019 and May 31, 2018 and has negative cash flows from
operations during the nine months ended Feb. 28, 2019.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Management expects to incur
additional losses in the foreseeable future and recognizes the need
to raise capital to remain viable.

The Company's plan, through potential acquisitions and the
continued promotion of its services to existing and potential
customers, is to generate sufficient revenues to cover its
anticipated expenses.  The Company is currently exploring several
options to meet its short-term cash requirements, including an
equity raise or loan funding from third parties.

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

                     https://is.gd/Ga68i3

                   About Iota Communications

Newark, New Jersey-based Iota Communications, Inc., formerly known
as Solbright Group, Inc -- https://www.iotacommunications.com/ --
is a wireless carrier network system and applications platform
dedicated to the Internet of Things.  Iota sells recurring-revenue
solutions that optimize energy usage, sustainability and operations
for commercial and industrial facilities -- principally to
Enterprise customers - both directly and via third-party
relationships.  Iota also offers important ancillary products and
services which facilitate the adoption of its subscription-based
services, including solar energy, LED lighting, and HVAC
implementation services.

Solbright reported a net loss of $15.80 million for the year ended
May 31, 2018, compared to a net loss of $3.34 million for the year
ended May 31, 2017.  As of Nov. 30, 2018, Iota Communications had
$19.87 million in total assets, $98.57 million in total
liabilities, and a total stockholders' deficit of $78.70 million.

The audit opinion included in the company's annual report on Form
10-K for the year ended May 31, 2018 contains a going concern
explanatory paragraph.  RBSM LLP, in New York, the Company's
auditor since 2016, stated that the Company has suffered recurring
losses from operations, will require additional capital to fund its
current operating plan, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.


IOTA COMMUNICATIONS: Promotes Terrence DeFranco to CEO
------------------------------------------------------
Iota Communications, Inc.'s board of directors has unanimously
approved a succession plan for the chief executive officer of the
company.  Effective May 20, 2019, Terrence DeFranco, 53 will be
promoted to vice chairman and chief executive officer and remain
president of Iota Communications and Barclay Knapp, 62, will become
executive chairman of the Board.

On May 20, 2019, Barclay Knapp resigned as chief executive officer
of the Iota Communications.  In connection with his resignation,
Mr. Knapp relinquished his role as "Principal Executive Officer" of
the Company for SEC reporting purposes.  The Company said Mr.
Knapp's resignation as chief executive officer did not arise from
any disagreement with the Company on any matter relating to its
operations, policies or practices.  Mr. Knapp will continue to
serve as a director of the Company.

"Beginning with Iota's creation in September 2018 via the merger of
M2M Spectrum Networks, LLC into Solbright Group, Inc., Terrence and
I have been working to develop, strengthen, and promote our
management core throughout the company.  Today's announcement is a
continuing step on that path, and I'm very pleased and proud to
have Terrence succeed me as Chief Executive of Iota, while I assume
the role of Executive Chairman."

"This change takes optimal advantage of each of our respective
skills.  Terrence is the ideal candidate for this role and will use
his considerable executive, operating and financial skills to lead
the entire enterprise on a day-to-day basis, and I will be
concentrating on further developing our board strength, our
industry leadership, and our Company's strategic initiatives going
forward."

               Additional Management Appointments

In addition, and effective immediately, the Company appointed Judah
Kaplan to the position of acting chief financial officer. Mr.
Kaplan is a director of Eventus Advisory Group and a senior finance
and risk management executive.  Judah was a co-founder and COO/CFO
of Cuzco Capital, a private-equity-style fund that invests in
illiquid assets.  He also served as a vice president of
Counterparty Credit Risk Management at JPMorgan Chase and at iQor,
a large accounts receivable management and business process
outsourcing (BPO) firm, where he was a senior vice president and
treasurer.

He excels at building relationships across large, complicated
organizations with key investors, senior management, regulators,
and clients.

Additional management promotions include the following:

   * Mr. Darren Nichols has been promoted to the position of
     senior vice president and general manager of Iota Networks,
     where he will be responsible for overseeing network and
     communication development activities;

   * Mr. Artur Skrygulec has been promoted to the position of
     senior vice president and chief information officer of Iota
     Networks, where he will be responsible for leading research
     and network development activities;

   * Mr. Greg Lutowsky has been promoted to the position of
     senior vice president, head of corporate Communications,
     where he will oversee all internal and external strategic
     communications;

   * Mr. Erik Galardi has been promoted to the position of senior
     vice president, head of digital marketing, where he will
     lead all strategic marketing initiatives and manage the
     marketing team;

   * Mr. Patrick Hassell has been promoted to the position of
     senior vice president and general manager of Iota Commercial
     Solutions, where he will be responsible for driving sales
     through our software and services business.

"Firstly, I am honored and humbled to succeed Barclay as CEO,"
stated Mr. DeFranco.  "I believe that Iota truly has the potential
to achieve considerable success for its shareholders and spectrum
partners.  When our companies merged last year, I felt strongly
that the combination of the companies would create a unique
opportunity to disrupt how businesses leverage technology to drive
productivity and efficiency in a sustainable and healthy way.
Today, I am convinced that Iota is poised to realize that
extraordinary potential and believe that management execution is a
key driver, which is why I am also honored to have a great team
around me.  Speaking to the Board and our shareholders on behalf of
our team, we are very pleased to assume these critical roles for
Iota and very thankful for their confidence and trust."

                  About Iota Communications

Newark, New Jersey-based Iota Communications, Inc., formerly known
as Solbright Group, Inc -- https://www.iotacommunications.com/ --
is a wireless carrier network system and applications platform
dedicated to the Internet of Things.  Iota sells recurring-revenue
solutions that optimize energy usage, sustainability and operations
for commercial and industrial facilities -- principally to
Enterprise customers - both directly and via third-party
relationships.  Iota also offers important ancillary products and
services which facilitate the adoption of its subscription-based
services, including solar energy, LED lighting, and HVAC
implementation services.

Solbright reported a net loss of $15.80 million for the year ended
May 31, 2018, compared to a net loss of $3.34 million for the year
ended May 31, 2017.  As of Feb. 28, 2019, the Company had $21.83
million in total assets, $103.10 million in total liabilities, and
a total stockholders' deficit of $81.27 million.

The audit opinion included in the company's annual report on Form
10-K for the year ended May 31, 2018 contains a going concern
explanatory paragraph.  RBSM LLP, in New York, the Company's
auditor since 2016, stated that the Company has suffered recurring
losses from operations, will require additional capital to fund its
current operating plan, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.


IPS WORLDWIDE: Trustee's June 19 Auction of All Assets Approved
---------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized the bidding procedures of
Alex D. Moglia, the Chapter 11 Trustee of IPS Worldwide, LLC, in
connection with the sale of substantially all of the assets of the
Debtor at auction.

As further described in the Bid Procedures, the Bid Deadline is
June 13, 2019 at 5:00 p.m. (prevailing Orlando, Florida time).  If
Qualified Bids are timely received by the Trustee in accordance
with the Bid Procedures, then the Trustee will conduct an Auction
on June 19, 2019 at 10:00 a.m. (prevailing Orlando, Florida time)
at the offices of Latham, Shuker, Eden & Beaudine, LLP, 111 N.
Magnolia Avenue, Suite 1400, Orlando, Florida 332801, or such other
place and time as the Trustee will notify all Qualified Bidders and
other invitees.  The Auction will be conducted in accordance with
the Bid Procedures.   

The Sale Hearing will be held before the Court on June 20, 2019 at
10:00 a.m. (prevailing Orlando, Florida time).  The Objection
Deadline is 4:00 p.m. (prevailing Orlando, Florida time) two
business days before the Sale Hearing.

The Sale Notice is approved.

Three business days after the entry of the Order, the Trustee will
cause the Bid Procedures, as well as Auction and Sale Notice, upon
all parties-in-interest.

Subject to the approval of the Successful Bid and the Back-Up Bid
(as applicable) by the Court at the Sale Hearing, the Trustee is
authorized to sell the Business free and clear of all liens,
claims, encumbrances and interests, with all such liens, claims,
encumbrances and interests to attach to the proceeds of such sale
to the same extent, validity and priority as respectively existed
in the Business as of the Petition Date.  

The stay provided for in Bankruptcy Rule 6004(h) is waived and the
Bid Procedures Order will be effective immediately upon its entry.


All time periods set forth in the Bid Procedures Order will be
calculated in accordance with Bankruptcy Rule 9006(a).

A copy of the Bidding Procedures attached to the Order is available
for free at:

   http://bankrupt.com/misc/IPS_Worldwide_411_Order.pdf

                     About IPS Worldwide

IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00511) on Jan. 25, 2019.  In the petition signed by
William Davies, president, the Debtor estimated assets of less
than
$50,000 and liabilities of $100 million to $500 million.  The case
is assigned to Judge Karen S. Jennemann.  The Debtor tapped the Law
Offices of Scott W. Spradley, P.A., as its bankruptcy counsel, and
Moglia Advisors, as investment banking advisor.


JEFFERY WYATT: $1.9M Sale of Saratoga Commercial Unit C Approved
----------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffery Layne Wyatt's
sale of the commercial unit located at 14598 Big Basin Way, Unit C,
Saratoga, CA 95070, Assessor Parcel Number 517-08-069 ("Unit C"),
to Robin Yuen and Ashley Yang for $1.9 million.

A hearing on the Motion was held on May 23, 2019 at 10:30 a.m.

The sale is free and clear of all liens.

Upon closing, the Debtor will pay over, or instruct the escrow to
pay over the proceeds realized by Debtor from the sale of the
Property as follows:

     a. Customary and ordinary closing costs, including escrow and
title costs;

     b. Real estate commissions paid to Prime Commercial, Inc.
(Douglas Ferrari) in the amount of $95,000;

     c. All secured claims against the Property, to the extent that
there are funds available from the proceeds of the sale of the
Property, with payment being made to each secured creditor in
accordance with the priority of such claims, including the claims
of the County of Santa Clara for real property, Mr. Cooper,
formerly Nationstar Mortgage, and Real Time Resolutions;  

     d. The Property will be permitted to be transferred to Robin
Yuen and Ashley Yang free, or assignee, and clear of all liens on
the Property, even if all secured creditors, after Mr. Cooper
(Nationstar Mortgage) is paid in full, are not paid in full from
the proceeds of the sale of the Property;

     e. The Claim of Mr. Cooper (Nationstar Mortgage) will be paid
off in full or in accordance with any short sale approval
authorized by Mr. Cooper (Nationstar Mortgage) before satisfying
any other lien on the Property;

     f. Mr. Cooper (Nationstar Mortgage) will be permitted to
submit an updated payoff demand to the applicable escrow or title
company facilitating the sale so that Mr. Cooper's (Nationstar
Mortgage's) claim against the Property is paid in full at the time
the sale of the Property is finalized;

     g. In the event that the sale of the Property does not take
place, Mr. Cooper (Nationstar Mortgage) will retain its lien
against the Property for the full amount due under its secured loan
with Debtor; and  

     h. To the extent that Debtor disputes any amounts which Mr.
Cooper (Nationstar Mortgage) claims are owed on Mr. Cooper's
(Nationstar Mortgage's) loan against the Property, the undisputed
amount of such loan balance will be paid at the close of the sale.
The disputed amount of Mr. Cooper's (Nationstar Mortgage’s) claim
will be segregated in an interest-bearing account with an
additional $5,000 in sale proceeds pending further order of the
bankruptcy court to allow for Mr. Cooper's (Nationstar Mortgage's)
potential recovery of any of its reasonable attorney's fees and
costs incurred to the extent that Mr. Cooper (Nationstar Mortgage)
successfully establishes its right to the disputed amount due on
its secured claim against the Property.

Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 17-52022 MEH) on Aug. 22, 2017.  On Feb. 14, 2018, the
Court appointed Prime Commercial, Inc. as broker.


JEFFERY WYATT: $500K Sale of Saratoga Commercial Property Approved
------------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffery Layne Wyatt's
sale of the commercial unit located at 14598 Big Basin Way, Unit A,
Saratoga, California, Assessor Parcel Number 517-08-068 ("Unit A"),
to Robin Yuen and Ashley Yang for $500,000.

A hearing on the Motion was held on May 23, 2019 at 10:30 a.m.

The sale is free and clear of all liens.

Upon closing, the Debtor will pay over, or instruct the escrow to
pay over the proceeds realized by Debtor from the sale of the
Property as follows:

     a. Customary and ordinary closing costs, including escrow and
title costs;

     b. Real estate commissions paid to Prime Commercial, Inc.
(Douglas Ferrari) in the amount of $25,000;

     c. All secured claims against the Property, to the extent that
there are funds available from the proceeds of the sale of the
Property, with payment being made to each secured creditor in
accordance with the priority of such claims, including the claims
of the County of Santa Clara for real property taxes and personal
property tax liens, Garrett Rajkovich, Household Finance, Capital
One, and the Internal Revenue Service; and

     d. The Property will be permitted to be transferred to Robin
Yuen and Ashley Yang, or assignee, free and clear of all liens on
the Property even if all secured creditors are not paid in full
from the proceeds of the sale of the Property.

Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 17-52022 MEH) on Aug. 22, 2017.  On Feb. 14, 2018, the
Court appointed Prime Commercial, Inc. as broker.


JEFFERY WYATT: $500K Sale of Saratoga Commercial Unit B Approved
----------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffery Layne Wyatt's
sale of the commercial unit located at 14598 Big Basin Way, Unit B,
Saratoga, California, Assessor Parcel Number 517-08-068 ("Unit B"),
to Robin Yuen and Ashley Yang for $500,000.

A hearing on the Motion was held on May 23, 2019 at 10:30 a.m.

The sale is free and clear of all liens.

Upon closing, the Debtor will pay over, or instruct the escrow to
pay over the proceeds realized by Debtor from the sale of the
Property as follows:

     a. Customary and ordinary closing costs, including escrow and
title costs;

     b. Real estate commissions paid to Prime Commercial, Inc.
(Douglas Ferrari) in the amount of $25,000;

     c. All secured claims against the Property, to the extent that
there are funds available from the proceeds of the sale of the
Property, with payment being made to each secured creditor in
accordance with the priority of such claims, including the claims
of the County of Santa Clara for real property taxes and personal
property tax liens, Garrett Rajkovich, Household Finance, Capital
One, and the Internal Revenue Service; and

     d. The Property will be permitted to be transferred to Robin
Yuen and Ashley Yang, or assignee, free and clear of all liens on
the Property even if all secured creditors are not paid in full
from the proceeds of the sale of the Property.

Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 17-52022 MEH) on Aug. 22, 2017.  On Feb. 14, 2018, the
Court appointed Prime Commercial, Inc., as broker.


JLT HOLDINGS: $700K Sale of Hallandale Condo Unit 3205 Approved
---------------------------------------------------------------
Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized JLT Holdings, LLC's sale
of the real property commonly known as 1800 South Ocean Drive, Unit
3205, Hallandale, Florida to Jeffrey Hyman for $700,000.

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

The Order will be effective and enforceable immediately upon entry
and the 14-day stay period provided by Bankruptcy Rule 6004(h) will
not apply so that the sale may close immediately.

                       About JLT Holdings

JLT Holdings, LLC, owns properties located at 220 Garden Street,
Yorkville, Illinois; 4512 Deames Street, Plano, Illinois; and 1800
South Ocean Drive, Unit 3205, Hallandale, Florida.

JLT Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 18-33604) on Dec. 3, 2018.  At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of $1 million to $10 million.  The case
is assigned to Judge Benjamin A. Goldgar.  Adelman & Gettleman,
Ltd., is the Debtor's counsel.


JOSEPH BRENNICK: $48K Sale of Myakka Property to Bentos Approved
----------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Joseph A. Brennick's sale of
the real property located at 406th Court E., Myakka City, Florida
to Carlos and Lauren Bento for $47,500, cash.

A hearing on the Motion was held on May 23, 2019 at 1:30 p.m.

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

The ordinary and necessary pro-rations will be applied at closing
pursuant to the terms of the Contract.

The Debtor or the closing agent is authorized to pay the closing
costs in accordance with the terms of the Contract.

The Debtor or the closing agent is authorized, without further
order of the Court, to pay a 6% brokerage commission to Jim See
Realty, Inc.

The proceeds remaining after the payment of the closing costs and
the brokerage commission will be distributed to Wauchula State
Bank.  The payment received by Wauchula State Bank will be applied
to reduce Wauchula State Bank's allowed claim.

Notwithstanding Bankruptcy Rule 6004(g), and 6006(d) and 7062, the
Order is effective and enforceable immediately upon entry and there
is no reason for delay in the implementation of the Order.

Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 18-07874) on Sept. 18, 2018.  The Debtor tapped Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., as
counsel.


KONA GRILL: July 23 Auction of Substantially All Assets Set
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized the bid procedures of Kona Grill,
Inc., and affiliates in connection with the sale of substantially
all their assets to Williston Holding Co., Inc. for $20.3 million,
subject to overbid.

The proposed sale of the Assets, the proposed assumption and
assignment of the Assumed Executory Contracts, and the Auction will
be conducted in accordance with the provisions of the Bid
Procedures Order and the Bid Procedures.

Notwithstanding anything to the contrary in the Purchase Agreement,
the Break-up Fee as set forth in the Bid Procedures is approved.
The Debtors are authorized without further Court action to pay the
Break-up Fee solely to the extent such amount becomes due and
payable to the Stalking Horse Purchaser, pursuant to the Purchase
Agreement and the Bid Procedures Order.

The Sale and Bid Procedures Notice, the Creditor Notice, and the
Cure Notice are approved.

As set forth in the Order, the following dates and deadlines are
approved:

     a. Provide to Counterparties Stalking Horse Purchaser Adequate
Assurance Information - June 28, 2019

     b. Service of Sale and Bid Procedures Notice, Cure Notice,
Creditor Notice - Within three business days after entry of the Bid
Procedures Order

     c. Deadline to object to Cure and Adequate Assurance for
Stalking Horse Purchaser - July 15, 2019 at 4:00 p.m. (ET)

     d. Deadline to object to Sale for Stalking Horse Purchaser -
July 15, 2019 at 4:00 p.m. (ET)

     e. Bid Deadline - July 18, 2019 at 4:00 p.m. (ET)

     f. Auction - July 23, 2019, at 10:00 a.m. (ET) at the offices
of Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th
Floor, Wilmington, Delaware 19801 , or at any such other location
as the Debtors may hereafter designate

All creditors of the Debtors may attend the Auction.

     g. Deadline to object to Cure and Adequate Assurance for
Successful Bidder that is not Stalking Horse Purchaser - July 25,
2019 at 10:00 a.m. (ET)

     h. Deadline to object to Sale for Successful Bidder that is
not Stalking Horse Purchaser - July 25, 2019 at 10:00 a.m. (ET)

     i. Sale Hearing - July 25 2019, at 2:00 p.m. (ET)

Within three business days following entry of the Bid Procedures
Order, the Debtor will serve the Sale and Bid Procedures Notice on
all Notice Parties.

The Stalking Horse Purchaser's Adequate Assurance Information will
be delivered to the applicable counterparties by June 28, 2019.

Within three business days following the entry of the Bid
Procedures Order, the Debtors will file and serve the Cure Notice
to the counterparties to the Assumed Executory Contracts.  

Notwithstanding anything in the Bid Procedures Order and in the Bid
Procedures to the contrary, no sale free and clear of Liens, Claims
and Encumbrances, and other interests will be approved unless it
complies with section 363(f) of the Bankruptcy Code.

Notwithstanding the possible applicability of Bankruptcy Rule
6004(h) and 7062 or otherwise, the terms and conditions of this Bid
Procedures Order will be immediately effective and enforceable upon
its entry, and no automatic stay of execution will apply to the Bid
Procedures Order.

A copy of the Bid Procedures attached to the Order is available for
free at:

   http://bankrupt.com/misc/Kona_Grill_170_Order.pdf

                       About Kona Grill

Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates
27 casual dining restaurants in 18 states, as well as Puerto Rico,
serving contemporary American favorites, sushi, and alcoholic
beverages throughout the United States and Puerto Rico.

Kona Grill, Inc., and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No.
19-10953) on April 30, 2019.  As of Dec. 31, 2018, the Debtors'
total assets is $53,613,000 and total liabilities of $74,049,000.
The petition was signed by Christopher J. Wells, chief
restructuring officer.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Piper Jaffray as investment banker; Alvarez & Marsal North America,
LLC as restructuring advisor and Epiq Corporate Restructuring,
LLC,
as claims and noticing agent.


KRONOS ACQUISITION: Moody's Cuts CFR to Caa1, Outook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Kronos Acquisition Holdings
Inc.'s corporate family rating to Caa1 from B3, probability of
default rating to Caa1-PD from B3-PD, senior secured term loan B
rating to B3 from B1, and affirmed the Caa2 ratings on the
company's senior unsecured notes. The outlook was changed to stable
from negative.

"The downgrade reflects our expectation of continued high leverage
(adjusted Debt/EBITDA around 8x) through the next 12 to 18 months
as free cash flow will not provide meaningful debt repayment
capacity", said Peter Adu, Moody's Vice President and Senior
Analyst.

Ratings Downgraded:

Corporate Family Rating, to Caa1 from B3

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

$919 million Senior Secured Term Loan B due 2023, to B3 (LGD3) from
B1 (LGD3)

Ratings Affirmed:

$390 million Senior Unsecured Notes due 2023, Caa2 (LGD5)

$500 million Senior Unsecured Notes due 2023, Caa2 (LGD5)

Outlook Actions:

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Kronos' Caa1 CFR is constrained by: (1) high leverage (adjusted
Debt/EBITDA) and Moody's expectation that the metric will remain
high over the next 12 to 18 months (pro forma 8.6x at LTM Q1/2019
and remaining around 8x); (2) low free cash flow generating
capacity, which does not allow for deleveraging; (3) exposure to
volatile raw material and freight costs; and (4) low organic growth
across most of its businesses, in particular, the consumer packaged
goods contract manufacturing business. However, the company
benefits from: (1) a diversified business model; (2) its sizeable
share of the US private label bleach market; (3) its good market
positions in pool additives and automotive fluids; and (4) good
liquidity.

Kronos has good liquidity. The company's sources of liquidity
exceed $250 million while it has mandatory term loan repayments of
about $2 million over the next 12 months. Kronos' liquidity is
supported by cash of $17 million, about $230 million of
availability under its $350 million ABL revolver due February 2023
(borrowing base of $311 million), and Moody's expected free cash
flow around $10 million through the next 4 quarters. Kronos does
not have to comply with any financial covenants unless ABL
availability falls below $30 million, which mandates compliance
with a minimum fixed charge coverage ratio of 1x. Moody's does not
expect this covenant to be applicable in the next 4 quarters.
Kronos has limited ability to generate liquidity from asset sales
as its assets are encumbered. Kronos has no refinancing risk until
2023 when its entire debt capital comes due.

The outlook is stable because Moody's expects the company to
improve its operating results and credit metrics gradually in the
next 12 to 18 months while maintaining at least adequate liquidity.
The outlook is also stable because the absence of debt maturities
until 2023 provides the company with time to deleverage prior to
its next refinancing to the extent possible.

Kronos' rating could be upgraded if it sustains adjusted
Debt/EBITDA below 7x (pro forma 8.6x) while maintaining at least
adequate liquidity. Kronos' ratings could be downgraded if its
liquidity weakens, likely due to negative free cash flow generation
on a consistent basis or if it is unable to improve its operating
results in the next 12 months. Leveraging acquisitions or paying a
leveraging dividend to its private owner could also cause a
downgrade.

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

Kronos Acquisition Holdings Inc., headquartered in Concord,
Ontario, manufactures a variety of household cleaning (including
bleach), personal care, pool and spa additives and automotive
fluids. Revenue for the twelve months ended March 30, 2019 was $2.5
billion. Kronos is owned by Centerbridge Partners LLC.


LODAN 23 LLC: Seeks to Extend Exclusivity Period to Aug. 13
-----------------------------------------------------------
Lodan 23 LLC asked the U.S. Bankruptcy Court for the Southern
District of Florida to extend the period during which it has the
exclusive right to file a Chapter 11 plan through Aug. 13, and to
solicit acceptances for the plan through Oct. 13.

The extension, if granted by the court, would allow the company to
continue to negotiate a consensual plan with its lender, according
to court filings.

                        About Lodan 23 LLC

Lodan 23 LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
19-10167), on Jan. 6, 2019. The petition was signed by Laurent
Benzaquen, manager of JJLB Property Management LLC. At the time of
filing, the Debtor had estimated assets of less than $1 million and
liabilities of less than $1 million.  The case has been assigned to
Judge A Jay Cristol.  The Debtor is represented by Joel M. Aresty,
P.A.


MARTIN BURKE: $899K Sale of Oakton Property to Brinns Approved
--------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Martin Alan Burke's sale of the
real property located at 11211 Sorrel Ridge Lane, Oakton, Virginia
to Michael and Devon Brinn for $899,000.

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

The Debtor is authorized to disburse from the proceeds of sale at
closing funds necessary to pay all of the Seller's closing costs,
including the 5% total real estate commissions as set forth in the
Sale Motion, and including adjustment of real estate taxes to the
date of settlement.

The Debtor is authorized to take any and all actions reasonably
calculated to consummate the sale of the Property to the
Purchasers, including but not limited to the execution of a special
warranty deed or other instrument of conveyance.

The claim of Wilmington Trust, National Association, c/o Nationstar
Mortgage, LLC, doing business as Mr. Cooper as Servicer, will be
paid in full at closing.

Home Ally Financial, LLC, will be paid $144,000 at settlement
pursuant to the agreement.

In the event there are any remaining funds payable for the benefit
of the Debtor, they will be paid at closing to the Virginia
Department of Taxation towards its secured claim.

The Debtor will file with the Court a report of sale on or before
30 days after the sale, with service on the United States Trustee.

The Order is effective immediately upon entry, and will not be
subject to the 14—day stay provided in Bankr. Rule 6004(h).

Martin Alan Burke sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 18-13979) on Nov. 27, 2018.  The Debtor tapped Daniel M.
Press, Esq., at Chung & Press, P.C., as counsel.


METWOOD INC: Has $52,327 Net Loss for Quarter Ended March 31, 2018
------------------------------------------------------------------
Metwood, Inc. filed a series of quarterly reports with the U.S.
Securities and Exchange Commission on May 21, 2019.  Specifically,
Metwood filed Form 10-Q reports for the quarterly period ended
March 31, 2018; the quarterly period ended December 31, 2017; and
the quarterly period ended September 30, 2017.

The Company disclosed a net loss (before taxes) of $52,327 on
$363,469 of gross sales for the three months ended March 31, 2018,
compared to a net loss (before taxes) of $172,420 on $365,197 of
gross sales for the same period in 2017.

At March 31, 2018 the Company had total assets of $1,109,162, total
liabilities of $254,467, and $854,595 in total shareholders'
equity.

The Company says it has sustained significant operating losses
which raises substantial doubt about the Company's ability to
continue as a going concern.  During the nine months ended March
31, 2018, the Company incurred a loss from operations of $340,119
and has an accumulated deficit of $2,011,308.  Management will
continue its ongoing efforts to increase the customer base and seek
lower cost suppliers to generate future profits.

A copy of the Form 10-Q is available at:

                       https://is.gd/hPpdio

Metwood, Inc. provides construction-related products and
engineering services to residential customers and contractors,
commercial contractors, developers, and retail enterprises in
Virginia and North Carolina.  It sells its products directly to
lumberyards, home improvement stores, hardware stores, and plumbing
and electrical suppliers, as well as through distributors.
Metwood, Inc. is based in Boones Mill, Virginia.



MGM RESORTS: Fitch Affirms BB LongTerm IDRs, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of
MGM Resorts International, MGM China Holdings, Ltd and MGM Grand
Paradise, S.A. at 'BB'. The Rating Outlook is Stable for all
entities.

The affirmation reflects MGM's improving credit profile as the
company diversifies itself away from the Las Vegas Strip through
greenfield development and acquisition growth initiatives. The
company's development pipeline is largely complete, boosting the
company's discretionary FCF profile. The 'BB' IDR also takes into
account MGM's high asset quality and strong market position across
multiple price points in Las Vegas as well as good liquidity. The
aforementioned positive drivers are offset by the company's
elevated leverage profile relative to higher rated multinational
gaming peers. MGM intends to delever largely through EBITDA growth;
however, Fitch forecasts MGM's leverage metrics to remain
commensurate with the existing ratings in the near-to-medium term.

Fitch analyses MGM, including MGM Growth Properties and MGM China,
largely on a consolidated basis. Fitch subtracts distributions to
minority holders from EBITDA when calculating EBITDA based leverage
metrics.

KEY RATING DRIVERS

Credit Profile Improving: Fitch forecasts MGM to delever below 5.0x
on a gross basis by YE 2020. Delevering will come primarily from
EBITDA growth, as MGM Cotai and Springfield ramp up, Empire City's
(acquired January 2019) EBITDA starts to flow through and returns
on the Park MGM investment are realized. Phase 1 of MGM's 2020
initiative will also provide some EBITDA uplift as cost initiatives
are realized. MGM seeks to achieve net leverage of 3x-4x by YE 2020
(Fitch's calculation of net leverage is roughly 0.7x higher due to
its subtraction of minority distributions from EBITDA). MGM's FCF
profile is also improving and set to exceed $1.0 billion annually
by 2020, although a majority is expected to be returned to
shareholders. Credit improvement may be slowed by a new large-scale
project or a pullback in U.S. economic growth although there is
some cushion in the ratings to absorb these risks.

Favorable Asset Mix: Since 2016, MGM improved its overall
geographic diversification. This was achieved through acquisitions,
like Atlantic City's Borgata (2016), New York's Empire City Casino
(2019) and Ohio's Northfield Park (2018), and new developments in
Maryland and Massachusetts. MGM's portfolio of Las Vegas Strip
assets are mostly high quality and its regional assets are
typically market leaders. The regional portfolio's diversification
partially offsets the more cyclical nature of Las Vegas Strip
properties. MGM's two properties in Macau (about 20% of total
consolidated property EBITDA) provide global diversification
benefits and exposure to a market with favorable long-term growth
trends.

Positive on Las Vegas: Fitch is positive on the long-term prospects
of the Las Vegas Strip, which represents about 55% of MGM's total
property EBITDA (pro forma for recent transactions). The Strip
should benefit from continued strength in the convention business
and domestic gaming, as well as limited new lodging supply.
However, Fitch expects low single-digit gaming revenue and RevPAR
growth as the recovery is in its 10th year and a number of
indicators have reached or surpassed prior-cycle peaks.

Macau on Solid Footing: Fitch expects flat, or potentially slightly
negative, growth in Macau gross gaming revenues for 2019. MGM will
gain market share as MGM Cotai continues to ramp up, following the
introduction of VIP operations in late 2018. Fitch forecasts MGM
Cotai will generate nearly $300 million in incremental EBITDA,
accounting for cannibalization at its older property, once fully
ramped up. Fitch's favorable long-term view on Macau is supported
by an expanding middle class in China and infrastructure
development in and around Macau. In early 2019, MGM China extended
its concession from 2020 to 2022. Fitch expects the Macau
government, placing a premium on stability, to take a pragmatic
approach to extending MGM's and others' concessions beyond 2022;
however, there is risk of adverse events or conditions such as a
new concessionaire being introduced or new fees, taxes or
development requirements being imposed.

MGM Growth Properties: MGP (BB+/Stable) is roughly 70% owned, pro
forma for recent acquisitions and MGP's redemption of OP units from
MGM for the Northfield transaction, and effectively controlled by
MGM. Therefore, Fitch analyzes MGM on a consolidated basis and
subtracts distributions to minorities from EBITDA. MGM publically
stated its desire to reduce its ownership stake in MGP to under 50%
by 2020. Its ownership of the sole MGP Class B share and
controlling voting power (intact until ownership falls below 30%)
will continue to support a consolidated analysis with adjustments
for the minority stake in MGP.

DERIVATION SUMMARY

MGM's 'BB' IDR considers the issuer's gross debt/EBITDA slightly
over 5.0x (pro forma for annualized results of new openings,
acquired assets, and debt issuances), improving FCF profile
following the completion of its development pipeline, and its
geographically diverse, high quality assets. There is headroom for
funding of another large scale project or a moderate operating
downturn at the current 'BB' rating level given MGM's liquidity
profile and moderate leverage. MGM's liquidity is solid with
roughly $850 million in excess cash on hand as of March 31, 2019
(net of estimated cage cash), $2.9 billion in aggregate revolver
availability, and an improving FCF profile.

Fitch links MGM China's IDR to MGM's. Fitch analyzes MGM on a
consolidated basis after adjusting for distributions to minority
interests and distributions from unconsolidated entities.

KEY ASSUMPTIONS

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

  -- Same-store domestic revenues grow about 1%-2% per year on
average, with higher assumed growth at properties on the Las Vegas
Strip and still ramping regional properties (National Harbor,
Springfield, and Park MGM).

  -- EBITDA margins from wholly owned subsidiaries grow toward 30%,
supported by cost initiatives in MGM's 2020 plan.

  -- MGM China generating about $700 million of aggregate EBITDA in
2019, which factors in over $200 million EBITDA at MGM Cotai.

  -- Roughly $250 million of incremental EBITDA in 2019 from MGM
Springfield, Empire City, and Northfield Park;

  -- 5% annual growth for the parent level dividend and a majority
of cash flow from operations less capex at MGM China and MGM Growth
Properties is distributed.

  -- $1 billion of total capex in 2019, which includes close out
costs for MGM Springfield and MGM Cotai. Maintenance capex
thereafter around $600 million per year.

  -- $750 million in annual share repurchases.

  -- Roughly $3 billion in note maturities from 2020-2022 are
refinanced.

  -- Fitch's base case forecast does not include any additional
developments in new jurisdictions (e.g. Japan).

RATING SENSITIVITIES

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

  -- MGM's IDR could be upgraded to 'BB+' as its adjusted
debt/EBITDAR after adjusting for distributions to minority holders
and from unconsolidated subsidiaries approaches 4.5x on gross basis
and 4.0x net basis, respectively. Fitch will consider the
continuation of the stable or positive trends in Las Vegas and
Macau, the renewal of the Macau concession, and MGM's commitment to
its balance sheet when contemplating positive rating actions.

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

  -- Fitch would consider a Negative Outlook or downgrade if
adjusted gross debt/EBITDAR remains above 6.0x for an extended
period of time, due to potentially weaker-than-expected operating
performance, debt funding a new large-scale project or acquisition
or taking a more aggressive posture with respect to financial
policy.

LIQUIDITY AND DEBT STRUCTURE

MGM's liquidity is solid and is set to improve further as annual
discretionary FCF grows in excess of $1.0 billion by 2020. Per
Fitch's base case, the primary use of the FCF will be to support
continued ramp up in shareholder returns. MGM repurchased $1.3
billion in shares during 2018 and pays roughly $260 million in
annual parent dividends. Other uses of cash include $350 million of
close out costs in 2019 for MGM Cotai, Springfield, and Park MGM
(per company guidance). As of March 31, 2019, available sources of
liquidity include $850 million in consolidated excess cash (net of
estimated cage cash) and an estimated $3.8 billion in consolidated
revolver availability (pro forma for Macau unsecured note
issuance). Liquidity is hampered by MGM's near-term maturity
schedule, which remains heavy for a non-investment grade company.
This is largely a by-product of MGM's unsecured notes not having
call options, which is unique among its gaming peers.

MGM is performing a strategic review of its remaining wholly-owned
real estate portfolio, which generates nearly $1 billion in EBITDA
and could yield material cash proceeds; however, the company has
not indicated how it would apply any sale proceeds. MGM has roughly
$1 billion in prepayable bank debt is outstanding in the U.S.

SUMMARY OF FINANCIAL ADJUSTMENTS

  -- Leverage: Fitch subtracts distributions to minority holders of
non-wholly owned consolidated subsidiaries from EBITDA for
calculating leverage. Fitch also adds recurring distributions from
unconsolidated joint ventures.


MI OPCO: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed MI OpCo Holdings, Inc.'s, the issuing
subsidiary of MedImpact Holdings, Inc., Long-Term Issuer Default
Rating at 'BB-'. The Rating Outlook is Stable. In addition, Fitch
has assigned a Long-Term IDR of 'BB-' to MedImpact Healthcare
Systems, Inc. and a 'BB+'/'RR1' rating to MI OpCo Holdings, Inc.'s
$130 million senior secured term loan A-2. Fitch has withdrawn
MedImpact Holdings, Inc.'s Long-Term IDR of 'BB-'.

The ratings apply to approximately $443 million of debt as of March
31, 2019.

MedImpact Holdings, Inc.'s Long-Term IDR was withdrawn because it
is no longer considered by Fitch to be relevant to the agency's
coverage.

KEY RATING DRIVERS

Smaller Scale in Consolidated Industry: MedImpact is a one of the
largest pharmacy benefit managers based on claims processed, but is
significantly smaller than its three largest competitors, Cigna
Corporation's subsidiary, Express Scripts (BBB-), CVS-Caremark, and
UnitedHealth Group's subsidiary, Optum Rx (A). Size (as measured by
total revenues and claims processed) is a meaningful metric in a
largely consolidated industry where scale is very important. The
larger national and regional PBMs have greater resources to expand
their client base and affect drug cost utilization and cost
trends.

Independent Business Model: MedImpact does not own fulfillment and
dispensing capabilities, that is, a mail-order operation that
'picks, packs and ships' prescriptions; however, it has begun to
offer such services through a network of pharmacies or other mail
vendors. The firm's differentiated approach avoids conflicts of
interest with retail and independent drug store chains and offers
the opportunity to win new business in the midst of possible
disruptive industry shifts. To the extent potential new customers
continue to demand mail-order and/or specialty pharmacy offerings
from their PBMs, MedImpact is positioned to grow its mail-order
operation to combat the power of increasing consolidation among
other PBMs, distributors and retail drug store chains.

Multi-Year Contracts Pressured by Consolidation: Due to multi-year
contracts and often diverse customer bases, PBMs usually have good
insight into future business wins/losses and associated cash flows.
Although stable and more than sufficient to cover term loan
amortization, absolute cash flow dollars are somewhat light
compared with peers. As PBMs, provider networks and insurers
consolidate, resulting in fewer market players, competition to
provide services continues to intensify and the importance of
client retention rises. In this environment, Fitch believes
MedImpact to be vulnerable to competitors using their market and
balance sheet power to drive prices down materially resulting in
client turnover.

Capital Management: MedImpact is 100% owned by its founder/CEO and
a small number of other management employees. Fitch does not
foresee adverse effects to operations or capital deployment as a
result because the CEO has kept dividends and share repurchases
within acceptable levels of Fitch's rating sensitivities. Fitch
anticipates that MedImpact will continue to manage total adjusted
debt/operating EBITDAR under 3x over the forecast period. Term loan
amortization and ample FCF are expected to contribute to
deleveraging over the next two years until the term loans mature.
Thereafter, Fitch anticipates that MedImpact will refinance its
remaining balance of loans.

DERIVATION SUMMARY

MedImpact's 'BB-'/Outlook Stable IDR reflects the company's niche
position as one of the largest privately held PBMs and its
relatively small revenue base compared with the top three players:
Express Scripts, CVS-Caremark and Optum. The rating also reflects
the rising uncertainty and risk as to the demand for, and market
acceptance of PBM services. The uncertainty is manifested by the
evolving nature of the healthcare market in which one or more
elements are introducing and developing products and services that
will compete with MedImpact's service offerings.

In addition, as PBMs, provider networks and insurers consolidate --
both horizontally and vertically -- thereby reducing the numbers of
market participants, competition to provide PBM services is
expected to increase, which will likely dampen pricing power.

MedImpact's leverage is relatively low for the 'BB' category
relative to EBITDA and FCF, but the company is somewhat vulnerable
to customer concentration and price competition. Leverage measured
on a lease adjusted basis is about half a turn higher compared to
an unadjusted basis. The company is able to operate with a certain
amount of negative net working capital because it generates
significant cash flows in excess of working capital deficits due to
the multiyear nature of its customer contracts. Unlike its larger
competitors, MedImpact's customer focus is regional managed care
organizations, managed Medicaid health plans and hospital systems.

MedImpact does not have fulfilment operations, but is expected to
grow its mail-order and specialty drug distribution through a
network of pharmacies or other mail vendors. As a result, its
revenue base is smaller compared with larger, full-service PBMs.
The advantage of avoiding the fulfilment role of pharmacy
operations has been that MedImpact has not been in direct
competition with retail pharmacies and it has had greater leverage
in retail reimbursement negotiations, as well as less potential for
conflicts of interests with insurers. MedImpact and other PBMs like
Express Scripts are vulnerable to the risk of volatility in
customer contracts due to consolidation among both PBM and health
insurers. Consequently, Fitch expects MedImpact to continue to seek
growth through acquisitions, albeit of a relatively modest size.

Fitch has linked the ratings of MI OpCo Holdings, Inc. and
MedImpact Healthcare Systems, Inc. as there are strong legal,
operational, and strategic ties between the two entities.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

  -- Revenues remain relatively flat over the forecast period
reflecting heightened competition and potential disruption of
current rebate system. Likewise, EBITDA margins decline over the
forecast period, because of increased competition.

  -- Debt leverage (measured as total adjusted debt/EBITDAR)
remains in the range of 2.5x to 3.0x over the forecast period
resulting from amortization, voluntary payments, accompanied by
somewhat volatile EBITDA reflecting the lumpiness of contract wins
and losses and secular pressures in the PBM segment;

  -- Capital expenditures of approximately $40 million over the
forecast period;

  -- No material M&A;

  -- Share repurchases of $5 million in 2019.

RATING SENSITIVITIES

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

  - An expectation for total adjusted debt/operating EBITDAR to be
sustained below 2.0x;

  - Growth in overall customer base with stable to improving
pricing;

  - Successful diversification of the revenue streams

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

  - An expectation for total adjusted debt/operating EBITDAR to be
sustained above 3x;

  - The loss of top PBM customers without replacement of lost
revenue within 12 to 18 months;

  - Margin deterioration or a shift in capital allocation that
pressures cash flows and/or liquidity in light of increasing term
loan amortization payments.

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity, Stable Cash Flows: Cash on hand routinely outpaces
annual debt maturities. Liquidity is supported by good cash
generation and negative working capital, both characteristic of the
PBM industry.

Manageable Debt Maturities: MedImpact's only material debt
maturities over the next two years are term loan amortization
payments on its two term loans; the loans are due in July 2021.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch excluded certain severance expenses from EBITDA
calculations;

Capitalization of operating leases using a multiple of 8 applied to
trailing-twelve-months rent expense.


NEONODE INC: Appoints New Chief Financial Officer
-------------------------------------------------
Neonode Inc. has appointed Maria Ek as new chief financial officer,
effective June 1, 2019.  Lars Lindqvist, who has served as CFO of
Neonode since August 2014 will remain available to assist with the
transition of leadership responsibilities.

Maria EK has been serving as corporate controller for Neonode since
December 2018.  She previously held several financial management
positions in international organizations including as Global Head
of Accounting at Digital Route AB.

"I am very happy that Maria has accepted the role as our CFO. With
her vast experience in financial management, I am confident she
will add great value to our future growth and profitability,"
Neonode CEO, Hakan Persson stated.

In connection with her appointment as an officer of Neonode, Ms. Ek
and Neonode entered into an employment agreement.  Under her
employment agreement, Ms. Ek is entitled to receive a monthly
salary, payable in Swedish Krona ("SEK"), of 100,000 SEK
(approximately US$10,500).  Ms. Ek also is eligible to participate
in Neonode's applicable bonus and option programs. She further is
entitled to receive health care, pension, and other employee
benefits in accordance with her employment agreement.

                          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.


NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice from NYSE
----------------------------------------------------------------
NovaBay Pharmaceuticals received on May 16, 2019, a notice from the
NYSE American LLC that it is not in compliance with Sections
1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide
requiring stockholders' equity of $2.0 million or more and $4.0
million or more, respectively, if the Company has reported losses
from continuing operations and/or net losses in three of the four
most recent fiscal years.

According to the Exchange, this notice does not impact the
Company's ongoing plan to regain compliance with continued listing
standards, which requires the Company to regain such compliance by
Oct. 12, 2020 or be subject to delisting procedures.  On May 11,
2019, the Company submitted its plan to regain compliance to the
Exchange, which is pending approval by the Exchange.  If the NYSE
American accepts the plan, the common stock will continue to be
listed and traded on the NYSE American during that specified
period.  If the Company does not regain compliance with NYSE
American listing standards, or does not make progress consistent
with the plan, the NYSE American staff may commence delisting
proceedings.

In a press release dated April 17, 2019, the Company announced
notification by the Exchange on April 12, 2019 that it was not in
compliance with the minimum stockholders' equity requirement of
Section 1003(a)(iii) of the NYSE American Company Guide requiring
stockholders' equity of $6.0 million or more if the Company has
reported losses from continuing operations and/or net losses in its
five most recent fiscal years.

"We look forward to NYSE American's review of our plan to regain
compliance with its continued listing standards," said Justin Hall,
interim president and CEO.  "It's gratifying to report that our
majority shareholders continue to pledge their full support."

                  About NovaBay Pharmaceuticals

Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a medical device company
predominately focused on eye care.  The Company is currently
focused primarily on commercializing Avenova, a prescription
product sold in the United States for cleansing and removing
foreign material including microorganisms and debris from skin
around the eye, including the eyelid.

Novabay reported a net loss and comprehensive loss of $6.54 million
for the year ended Dec. 31, 2018, compared to a net loss and
comprehensive loss of $7.40 million for the year ended Dec. 31,
2017.  As of March 31, 2019, Novabay had $9.72 million in total
assets, $8.59 million in total liabilities, and $1.12 million in
total stockholders' equity.

OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2010, issued a "going concern" opinion in its report dated
March 29, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
experienced operating losses for most of its history and expects
expenses to exceed revenues in 2019.  The Company also has
recurring negative cash flows from operations and an accumulated
deficit.  All of these matters raise substantial doubt about its
ability to continue as a going concern.


ONE WAY LOANS: Sublease Agreement with Redlener Approved
--------------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California authorized the new sublease agreement of One
Way Loans, LLC, doing business as Powerlend, with David Redlener
for the real property located at 1134 S. Crest Dr., Los Angeles,
California, for the Debtor's business operations.

The Debtor is authorized to take any and all actions necessary or
appropriate to effectuate the Sublease.

A copy of the Sublease attached to the Motion is available for free
at:

   http://bankrupt.com/misc/One_Way_134_Sales.pdf

                       About One Way Loans

Based in Culver City, CA, One Way Loans, LLC, doing business as
PowerLend, operates an online subprime small-loan consumer finance
business in the State of California.  It funded over 1,000 consumer
loans in excess of $2,800,000 during its first few months
operations in 2018.  It also currently services approximately
$1,900,000 of delinquent loans.

One Way Loans filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-24572) on Dec. 17, 2018.  In the petition signed by CEO
David Redlener, the Debtor estimated $1 million to $10 million in
assets and liabilities.  The Hon. Sandra R. Klein oversees the
case.  David S. Kupetz, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel to the Debtor.


OWEN & FRED: June 26 Hearing on Disclosure Statement
----------------------------------------------------
Owen & Fred Corp., d/b/a Boarding Pass NYC, will move the
Bankruptcy Court, before the Honorable Carla E. Craig, Chief United
States Bankruptcy Judge, at the United States Bankruptcy Court, on
June 26, 2019 at 2:00 p.m., to seek approval of the Disclosure
Statement explaining the Debtor's Chapter 11 Plan.

Objections, if any, to the Disclosure Statement so as to be filed
and served no later than seven (7) days prior to the hearing date.

Attorney for the Debtor:

     Dawn Kirby, Esq.
     KIRBY AISNER & CURLEY LLP
     700 Post Road, Suite 237
     Scarsdale, NY 10583
     Tel: (914) 401-9500

                  About Owen & Fred Corp.

Owen & Fred Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-43534) on June 19,
2018.  In the petition signed by Michael Arnot, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million.  Judge Carla E. Craig presides over the case.
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the
Debtor's legal counsel.


PEM FAMILY: Provides More Info on Feasibility Analysis in New Plan
------------------------------------------------------------------
The PEM Family Limited Partnership I, The SAM Family Limited
Partnership I; PEM Irrevocable Trust I; and SAM Irrevocable Trust
I, filed an amended Chapter 11 plan and accompanying amended
disclosure statement to provide additional information on their
feasibility analysis to address the objections raised by Gaddis
Capital Corporation.

The Plan is feasible as it is funded in its entirety from
distributions received by the Debtors as 50% shareholders of GCT.
The combined monthly Plan obligations total approximately $20,000
per month. Distributions on a yearly basis from GCT have ranged
from no less than $500,000 to $900,000 for a period in excess of 25
years.

Gaddis Capital raised in its Objection to Disclosure Statement as
modified in open Court, concerns with a decline in revenue in GCT
for first quarter 2019 as well as replacement of aging vehicles.

A full-text copy of the Amended Disclosure Statement dated May 16,
2019, is available at https://tinyurl.com/y33enbyz from
PacerMonitor.com at no charge.

A redlined version of the Amended Disclosure Statement dated May
16, 2019, is available at https://tinyurl.com/yxaktxew from
PacerMonitor.com at no charge.

Counsel for the Debtors is Chad P. Pugatch, at Rice Pugatch
Robinson Storfer & Cohen, PLLC, in Fort Lauderdale, Florida.

                  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.


PEN INC: Incurs $20,500 Net Loss in First Quarter 2018
------------------------------------------------------
PEN Inc. filed with the U.S. Securities and Exchange Commission on
May 30, 2019, its quarterly report on Form 10-Q reporting a net
loss of $20,518 on $1.44 million of total revenues for the three
months ended March 31, 2018, compared to net income of $94,412 on
$2.21 million of total revenues for the same period during the
prior year.

As of March 31, 2018, PEN Inc. had $2.84 million in total assets,
$3.94 million in total liabilities, and a total stockholders'
deficit of $1.09 million.

Net cash used in operating activities was $547,383 for the three
months ended March 31, 2018 as compared to cash provided by
operations of $151,188 for the three months ended March 31, 2017, a
net change of $698,571 or negative 462%.  Net cash used in
operating activities for the three months ended March 31, 2018
primarily reflected a net loss of ($20,518) adjusted for add-backs
of $133,955 and changes in operating assets of ($660,820).

Net cash flow provided by investing activities was $0 for the three
months ended March 31, 2018 the same as the three months ended
March 31, 2017.

Net cash used in financing activities of $557,963 reflecting
borrowing greater than pay downs for the three months ended March
31, 2018 as compared to $(34,914) in the same period in 2017.
During the three months ended March 31, 2018, the Company borrowed
$1,157,600 on the bank line of credit while repaying only
$606,571.

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

                       https://is.gd/IFOtE4

                           About PEN Inc.

Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries. The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner.  The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows.  PEN was
formed in 2014, and is the successor to Applied Nanotech Holdings
Inc. that had been formed in 1989.  In the combination that created
PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc.  The
Company's principal operating segments coincide with its different
business activities and types of products sold.  This is consistent
with the Company's internal reporting structure.

As of Dec. 31, 2017, Pen Inc. had $2.18 million in total assets,
$3.27 million in total liabilities and a total stockholders'
deficit of $1.09 million.  PEN Inc. incurred a net loss of $687,068
in 2017, compared to a net loss of $556,001 in 2016.

The report from the Company's independent accounting firm Salberg &
Company, P.A., the Company's auditor since 2013, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has a
net loss and cash provided by operating activities of $687,068 and
$438,558, respectively, in 2017 and has a working capital deficit,
stockholders' deficit and accumulated deficit of $1,345,095,
$1,096,005 and $6,587,235, respectively, at Dec. 31, 2017.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


PEN INC: Incurs $20,800 Net Loss in Second Quarter 2018
-------------------------------------------------------
PEN Inc. filed with the U.S. Securities and Exchange Commission on
May 29, 2019, its quarterly report on Form 10-Q disclosing a net
loss of $20,802 on $1.36 million of total revenues for the three
months ended June 30, 2018, compared to a net loss of $321,190 on
$2 million of total revenues for the three months ended June 30,
2017.

For the six months ended June 30, 2018, PEN Inc. reported a net
loss of $41,320 on $2.81 million of total revenues compared to a
net loss of $226,778 on $4.21 million of total revenues for the
same period in 2017.

As of June 30, 2018, the Company had $2.77 million in total assets,
$3.88 million in total liabilities, and a total stockholders'
deficit of $1.11 million.

Net cash used in operating activities was $376,134 for the six
months ended June 30, 2018 as compared to cash provided of $180,244
for the six months ended June 30, 2017, a change of ($556,378) or
309%.  Net cash provided by operating activities for the six months
ended June 30, 2018 primarily reflected a net loss of ($41,320)
adjusted for add-backs of $149,545 and changes in operating assets
of $(484,359).

Net cash flow provided by investing activities was $0 for the six
months ended June 30, 2018 and the same for the six months ended
June 30, 2017.

Net cash used in financing activities of $378,423 for the six
months ended June 30, 2018 as compared to $(193,160) in the same
period in 2017.  During the six months ended June 30, 2018, the
Company paid down a portion of the equipment loan.  The Company
borrowed more under its revolver than it repaid.

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

                      https://is.gd/WVx51Q

                          About PEN Inc.

Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries. The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner.  The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows.  PEN was
formed in 2014, and is the successor to Applied Nanotech Holdings
Inc. that had been formed in 1989.  In the combination that created
PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc.  The
Company's principal operating segments coincide with its different
business activities and types of products sold.  This is consistent
with the Company's internal reporting structure.

As of Dec. 31, 2017, Pen Inc. had $2.18 million in total assets,
$3.27 million in total liabilities and a total stockholders'
deficit of $1.09 million.  PEN Inc. incurred a net loss of $687,068
in 2017, compared to a net loss of $556,001 in 2016.

The report from the Company's independent accounting firm Salberg &
Company, P.A., the Company's auditor since 2013, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has a
net loss and cash provided by operating activities of $687,068 and
$438,558, respectively, in 2017 and has a working capital deficit,
stockholders' deficit and accumulated deficit of $1,345,095,
$1,096,005 and $6,587,235, respectively, at Dec. 31, 2017.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


PERFORCE SOFTWARE: Moody's Affirms B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of Perforce Software, Inc.
in connection with the pending acquisition of a 44% equity interest
in the company by funds affiliated with Francisco Partners
Management L.P. and issuance of new debt facilities. Moody's also
assigned a B2 instrument rating to the new 1st lien sr secured
credit facility ($75 million revolver and $800 million term loan).
The outlook remains stable.

New equity from Francisco Partners will fund its 44% investment in
Perforce (50%/50% split between the two sponsors, management and
other co-investors hold remaining 12%) while proceeds from the
proposed new debt issuance will fund the refinancing of existing
debt, redemption of $75 million of preferred equity, cash dividends
to existing shareholders, and related fees/expenses.

RATINGS RATIONALE

Perforce is positioned weakly in the B3 Corporate Family Rating
given the $245 million increase in funded debt since Moody's
assigned first time ratings in January 2019. This debt increase
results in very high leverage with cash EBITDA based leverage in
the mid 7x range pro forma for certain onetime costs and run rate
savings (Moody's adjusted, but in the mid 8x range based on
traditional EBITDA measures), which is at the level of Moody's 7.5x
downgrade trigger. Francisco Partners will fund $337 million of new
equity to acquire its 44% interest; however, the company
demonstrates aggressive financial policies since the majority of
the $245 million debt increase will be used to redeem preferred
shares and fund a dividend to current shareholders less than seven
months after closing sizable debt-financed acquisitions. The B3 CFR
is forward looking and Moody's expects Perforce to bring adjusted
leverage to the mid 6x range by mid 2020 primarily through EBITDA
growth.

Ratings are supported by the company's progress integrating recent
acquisitions which is ahead of plan and partially mitigates Moody's
prior concerns regarding the challenges of overlapping integrations
of multiple businesses. The ratings incorporate Moody's expectation
that Perforce will continue to generate organic revenue growth
supported by good demand for a number of leading products targeting
the development operations (DevOps) software market. Ratings also
reflect the company's high percentage of recurring revenue streams,
gross retention rates in the low 90% range, and the potential to
improve adjusted EBITDA margins within the next 12 months with good
free cash flow conversion.

The DevOps software market is expected to grow in the mid double
digit percentage range or better reflecting good demand which is
consistent with the ongoing trend for enterprises to invest in
their own digital transformations and the positive outlook for the
overall technology sector. Recent acquisitions, including the Rogue
Wave transaction, significantly expanded Perforce's offerings, more
than tripling the company's revenue base, and provide cross selling
opportunities. Ratings are pressured, however, by very high
leverage which pressures free cash flow generation, and the need to
complete the integration of three recently acquired entities:
Perfecto (acquired in November 2018), Rogue Wave (acquired February
2019), and Gliffy (acquired by Rogue Wave in October 2018).

The company estimates that just under 70% of targeted synergies
related to recent acquisitions have been realized with the
remaining items to be completed by the end of 2019. Moody's expects
management will be successful in achieving the operating targets
given most of the remaining planned synergies are based on the
elimination of redundant positions and infrastructure. Although
revenue grew in 1Q2019 pro forma for recent acquisitions, there is
the risk that revenue growth and profit margins for the full year
2019 could fall short of expectations given the significant
reductions in full time positions, including in sales and
marketing; however, Moody's believes there is good visibility for
the company to achieve greater than 90% of its plan. Liquidity is
expected to be good based on a $75 million revolver commitment
(expected to be undrawn at closing) and positive free cash flow
over the next twelve months despite budgeted restructuring costs.
Cash balances at closing are expected to be only nominal.

The stable outlook reflects expectations that organic annual
revenue growth will be in the low to mid single digit percentage
range over the next 12 months with adjusted debt to EBITDA
improving from initial levels as EBITDA grows and a portion of free
cash flow is applied to reduce term loan balances. The outlook also
incorporates Moody's expectation that after 2019 additional tuck in
acquisitions could be funded with debt, but adjusted debt to EBITDA
and other credit metrics will return to pre-transaction levels
within six months.

Ratings could be upgraded if the integrations continue to progress
as planned and if solid revenue growth along with term loan
repayment lead to adjusted debt to EBITDA improving to less than
6.0x (with limited addbacks to EBITDA). Liquidity would also need
to be good with a largely undrawn revolver and adjusted free cash
flow to debt being sustained in the high single digit percentage
range. Ratings could be downgraded if Moody's expects adjusted debt
to EBITDA will be sustained above 7.5x. Ratings could also be
downgraded if adjusted free cash flow to debt is not on track to
get to the mid single digit percentage range.

The B2 instrument rating assigned to the proposed 1st lien credit
facility is one notch above the Corporate Family Rating reflecting
its position ahead of the proposed $300 million 2nd lien term loan
(unrated).

Rating actions for Perforce Software, Inc. include the following:

Corporate Family Rating (CFR) -- Affirmed B3

Probability of Default Rating -- Affirmed B3-PD

Proposed $75 million 5-year, sr secured, 1st lien revolver --
Assigned B2 (LGD3)

Proposed $800 million 7-year, sr secured, 1st lien term loan --
Assigned B2 (LGD3)

Outlook Action:

Outlook remains stable

The transaction is expected to close in 2Q 2019. Rating assignments
remain subject to Moody's review of the final transaction terms and
conditions.

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

Perforce Software, Inc., based in Minneapolis, MN, is a leading
provider of software solutions that enable enterprise software
development operations teams to work more effectively with agile
planning, code management & collaboration, and test automation. As
proposed, the company will be owned by funds affiliated with
Clearlake Capital Group, L.P., Francisco Partners Management L.P.,
and management. Annual revenues over the next 12 months are
expected to exceed $300 million.


PHI INC: Deadline to File Claims Set for June 24
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas set
for June 24, 2019, at 4:00 p.m. (CDT) as last date and time for all
persons or entities to file their claims against PHI Inc. and its
debtor-affiliates.

The Court also set Sept. 10, 2019, at 4:00 p.m. (CDT) as the
deadline for all governmental units to file their claims against
the Debtors.

Each proof of claims must be file at:

   PHI Inc. Claims Processing Center
   c/o Prime Clerk LLC
   850 Third Avenue
   Suite 412
   Brooklyn, NY 1123

                          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 companies 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.


PINEY WOODS: Sale of All Assets to Komatsu and Coalmont Approved
----------------------------------------------------------------
Judge D. Sims Crawford of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Piney Woods Resources,
Inc., and its affiliated-debtors to sell substantially all assets
to Coalmont Resources, LLC, but excluding the Komatsu Equipment and
all other PMSI Equipment and other excluded assets.

The Purchase Price for all assets consists of (a) an aggregate cash
amount of $103,061 payable at Closing, to be paid to the Sellers
for payment of Cure Costs; (b) the assumption of the Assumed
Liabilities to the extent not satisfied in connection with the
Closing pursuant to the terms hereof; (c) at Closing, pursuant to
the terms of this Agreement, in exchange for the sale and transfer
of the Acquired Assets, the Buyer will surrender and release a
portion of the Prepetition Secured Debt and credit the Sellers with
the same in the amount of $20 million.

Komatsu Financial Ltd. Partnership is the successful bidder for
nine pieces of the Debtors' equipment that are subject to claimed
liens of Komatsu:

               Description          Serial No.  Credit Bid Amount

     HD605-7E0 Rigid Haul Truck       10659           $1,618
     HM400-2 Articulated Truck       A11218           $5,488
     HD605-7E0 Rigid Haul Truck       11214          $17,716
     D51PX-22 Crawler Dozer          B12742           $3,441
     PC450LC-8 Hydraulic Excavator   A10023           $5,694
     PC2000-8 Hydraulic Excavator     20615       $1,500,000
     HD 785-7 Rigid Haultruck         31495
     HD 785-7 Rigid Haultruck         31498       $1,873,014
     HD 785-7 Rigid Haultruck         31848  

The Auction took place on May 23, 2019 at 9:00 a.m. (CT) at the
offices of Maynard Cooper & Gale, in Birmingham, Alabama.  The Sale
Hearing took place on May 29, 2019 at 9:30 a.m. (CT).

The sale is free and clear of any and all Liens.

Except with respect to the Komatsu Equipment, no equipment or
executory contracts in which Caterpillar, Portfolio, Macquarie, or
Komatsu claim an interest are being conveyed or assigned pursuant
to the Sale Order.

The objections filed by ProModular, LLC, Twin Creeks Timber, LLC,
GMS Mine Repair & Maintenance, Inc., and any other objections to
the sale are overruled.

Any other objections to the assumption or assignment of the Assumed
Contracts or the proposed Cure Amounts set forth in the Sale
Motion, are overruled on the merits.

Coalmont and Komatsu may each assign their respective rights under
the Sale Order without further order of the Court.  In addition,
Coalmont will have the right to designate one or more designees to
acquire all or any portion of the Acquired Assets or assume all or
any portion of the Assumed Contracts, which designee or designees
will acquire or assume the espective Acquired Assets and Assumed
Contracts with the same force and effect as if they were Coalmont.


The Sale Order is entered subject to the Final DIP Order.  All
rights provided to the Official Committee of Unsecured Creditors in
the Final DIP Order are specifically preserved, including all
challenge rights, and nothing in the Sale Order will in any way
minimize or abrogate such rights.  To the extent of any
inconsistency between the Sale Order and the Final DIP Order, the
Final DIP Order will control.

Pursuant to, and to the extent necessary under, Bankruptcy Rule
6004(h) and 6006(d), the Court expressly finds and concludes that
there is no just cause for delay in the implementation of this Sale
Order.  The Sale Order therefore will not be stayed for 14 days
after its entry.  

Notwithstanding any provision of the Bankruptcy Code or Bankruptcy
Rules to the contrary, the Sale Order will be effective and
enforceable immediately upon entry, and any stay thereof, including
without limitation pursuant to Bankruptcy Rule 6004(h), is
abrogated.

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

   http://bankrupt.com/misc/Piney_Woods_297_Order.pdf

                   About Piney Woods Resources

Jesse Creek Mining, LLC, and its parent company Piney Woods
Resources, Inc., are engaged in the production and sale of
metallurgical grade coal from a mining complex located in Shelby
County, Ala.  The Jesse Creek mining complex consists of a surface
and highwall mining operation, a preparation plant and an
underground mine development project.  Mining and development
operations were idled on March 27, 2019.

Piney Woods Resources and Jesse Creek Mining filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ala. Lead Case No. 19-01390) on April 2, 2019.  Lee
R.
Benton, Esq., and Samuel C. Stephens, Esq., at Benton & Centeno,
LLP, serve as the Debtors' counsel.



PRIMARY PROVIDERS: Unsecureds to Get 88-94 Monthly Payments
------------------------------------------------------------
Primary Providers of Alabama, Inc., filed a First Amended Plan of
Reorganization and accompanying Disclosure Statement.

Class 6 - General Unsecured Claims are impaired. Claims ## 3, 4, 6,
7, 8, 9 14, 15, 16 and 17 (general unsecured portion)
($519,465.66), plus Claims ## 10 & 11 (collectively $417,801.50;
these secured claims are expected to be recategorized as wholly
unsecured claims.  Beginning on the Effective Date, the Debtor will
commence monthly payments of $500, split on a pro-rata basis
between all creditors in this Class on their approved claim
amounts, until the sum of 5% of the total allowed claims in this
class are paid, in addition to interest accruing at the federal
post-judgment interest rate, as determined by 28 U.S.C. Section
1961.  The Interest Rate with be fixed to the statutory amount of
interest on the date of confirmation for the term of the Plan
payments to creditors in this class.  Interest will accrue on only
on the amounts paid pursuant to the plan, not the overall claim
amounts.  Payments to creditors in this class are estimated to last
for a term of 88-94 months.

On the Effective Date, the Debtor will first fund payments to the
holders of Allowed Administrative Claims to the extent such holders
have not agreed to other treatment.

A full-text copy of the First Amended Disclosure Statement dated
May 16, 2019, is available at https://tinyurl.com/y46jpddp from
PacerMonitor.com at no charge.

                     About Primary Providers

Primary Providers of Alabama Inc. is a Medical Group that has 2
practice medical offices located in 1 state 2 cities in the USA.
There are 6 health care providers, specializing in Family Practice,
Nurse Practitioner, being reported as members of the medical group.
Medical taxonomies which are covered by Primary Providers of
Alabama Inc. include Adult Health, Nurse Practitioner, Women's
Health, Family Medicine, Gerontology, Family.

Based in Huntsville, Alabama, Primary Providers of Alabama Inc.,
filed a voluntary case under Chapter 11 of Title 11, United States
Code (Bankr. N.D. Ala. Case No. 18-83207) on Oct. 26, 2018.  The
owner, Jason Allman, signed the petition.  At the time of filing,
the Debtor estimated $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.  The case is assigned to Judge Clifton
R. Jessup Jr.  Tazewell Shepard at Sparkman, Shepard & Morris,
P.C., is the Debtor's counsel.


REALTY CAPITAL: Seeks to Extend Exclusivity Period to Aug. 21
-------------------------------------------------------------
Realty Capital Ventures, LLC asked the U.S. Bankruptcy Court for
the Southern District of Florida to extend the period during which
it has the exclusive right to file a Chapter 11 plan to Aug. 21,
and to solicit acceptances for the plan to Oct. 20.

The company also proposed to extend the deadline to file its plan
to Aug. 21.

Jordan Rappaport, Esq., at Rappaport Osborne & Rappaport, PLLC,
said the company is requesting an extension "in good faith and not
to unnecessarily delay the progress of the case."

"[Realty Capital] is pursuing every issue in this case in an effort
to bring about resolution of the problems it faced going into
filing and the development of a confirmable plan," the company's
attorney said.  

A court hearing is scheduled for June 20.

                About Realty Capital Ventures LLC

Realty Capital Ventures, LLC filed as a Florida limited liability
in Florida on Aug. 3, 2010, according to public records filed with
Florida Department of State.  Its principal assets are located at
1101 Grand Bahama Lane Singer Island, Florida.

Realty Capital Ventures sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10932) on January 23,
2019.  At the time of the filing, the Debtor had estimated assets
of $1 million to $10 million and liabilities of $1 million to $10
million.  

The case has been assigned to Judge Erik P. Kimball.  The Debtor
tapped Rappaport Osborne & Rappaport, PLLC as its legal counsel.

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


SAFE HAVEN: July 25 Plan Confirmation Hearing
---------------------------------------------
The Second Amended Disclosure Statement explaining the Second
Amended Chapter 11 Plan filed by Safe Haven Health Care, Inc., is
approved.

July 25, 2019, at 10:00 a.m. is fixed for the hearing on
confirmation of the Plan at the U.S. Bankruptcy Court, Federal
Building, 550 W. Fort Street, Boise, ID 83724.

July 11, 2019, is fixed as the last day for filing written
acceptances or rejections of the Plan.  July 11, 2019, is fixed as
the last day for filing and serving written objections to
confirmation of the Plan.

A full-text copy of the Second Amended Disclosure Statement is
available at https://tinyurl.com/y36pnm2o from PacerMonitor.com at
no charge.

                   About Safe Haven Health Care

Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/
-- provides both in-patient and out-patient psychiatric, skilled
nursing and assisted living services.  The Company has facilities
throughout southwestern, central and eastern Idaho.  Safe Haven is
a division of CareFix, Inc.

Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 18-01044) on Aug. 10, 2018.  In the petition signed by
Scott Burpee, president, the Debtor disclosed $10,234,818 in assets
and $17,313,444 in liabilities.  The case is assigned to Judge Jim
D. Pappas.  Angstman Johnson, led by Matthew Todd Christensen, is
the Debtor's counsel.


SEARS HOLDINGS: Unsecured Creditors to Get 2.5% Under Amended Plan
------------------------------------------------------------------
Sears Holdings Corporation and its debtor affiliates filed an
amended Chapter 11 plan of reorganization and accompanying
disclosure statement to include provisions on:

   * appointment of a fee examiner

   * de minimis claims settlement procedures

   * designation of additional executory contracts and unexpired
leases

   * executory contracts rejection procedures

   * marketing of remaining nonresidential real property

   * PBGC settlement

   * risks that PBGC Settlement and Substantive Consolidation
Settlement may not be approved

Class 4 - General Unsecured Claims are impaired with estimated
recovery of 2.5%. Except to the extent that a holder of an Allowed
General Unsecured Claim agrees to less favorable treatment, in full
and final satisfaction, settlement, release, and discharge of an
Allowed General Unsecured Claim, each such holder thereof shall
receive its Pro Rata share of (i) the General
Unsecured Liquidating Trust Interests and (ii) the Specified
Unsecured Liquidating Trust Interests.

Class 3 - PBGC Claims are impaired with estimated recovery of
14.7%. Confirmation of the Plan shall constitute approval of the
PBGC Settlement Agreement. In accordance therewith, PBGC shall
receive from the Liquidating Trust, (i) the PBGC Liquidating Trust
Priority Interest and (ii) in respect of the Allowed PBGC Unsecured
Claims, PBGC’s Pro Rata share of (x) the General Unsecured
Liquidating Trust Interests and (y) the Specified Unsecured
Liquidating Trust Interests, in full and final satisfaction,
settlement, release, and discharge of all PBGC Claims.

A full-text copy of the Disclosure Statement dated May 16, 2019, is
available at https://tinyurl.com/y46gsoqy from PacerMonitor.com at
no charge.

The Debtors also filed exhibits to the Plan -- Plan Settlement
Liquidation Analysis and the Toggle Plan Liquidation Analysis --
full-text copies of which are available at
https://tinyurl.com/y5lrnj9y from PacerMonitor.com at no charge.

Attorneys for the Debtors are Ray C. Schrock, P.C., Esq.,
Jacqueline Marcus, Esq., Garrett A. Fail, Esq., and Sunny Singh,
Esq., at Weil, Gotshal & Manges LLP, in New York.

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.

The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors.  The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.


SHANGHAI HUAXIN: June 28 Chapter 15 Recognition Hearing Set
-----------------------------------------------------------
PricewaterhouseCoopers Limited, in his capacity as the foreign
representative in respect of the compulsory winding up proceedings
concerning Shanghai Huaxin Group (Hongkong) Limited currently
pending before the High Court of the Hong Kong Special
Administrative Region Court of First Instance), filed the verified
petition for recognition of Foreign Main Proceeding, Supplementing
"Voluntary Petition" and motion for related relief pursuant to
Section 105(a), 1507(a), 1509(b)(2)-(3), and 1525(a) of the
Bankruptcy Code pursuant to Chapter 15 of the United States Code.

The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing to consider the relief on June 18, 2019, at
2:00 p.m. (New York Time).  Copies of the petition and all
accompanying documentation are available to parties in interest of
the Bankruptcy Court's Electronic Case Filing System, which can be
accessed from the Court's website at http://www.nysb.uscourts.gov
or upon written request to the petitioner's counsel to:

         Latham & Watkins LLP
         Attn: Caroline A. Reckler
         330 North Wabash Avenue, Suite 2800
         Chicago, Illinois 60611
         Tel: (312) 876-7700
         Fax: (312) 993-9767
         E-mail: caroline.reckler@lw.com

               -- or --

         Latham & Watkins LLP
         Attn: Julian E. Bulaon
         885 Third Avenue
         New York, NY 1002-4834
         Tel: (212) 906-1200
         Fax: (212) 751-4864
         E-mail: julian.bulaon@lw.com

                  About Shanghai Huaxin Group

Shanghai Huaxin Group (Hongkong) Limited provides investment
services.  The Company is engaged in oil and gas trading.  Shanghai
Huaxin was incorporated on Sept. 20, 2007.  

The Company filed for Chapter 15 protection (Bankr. S.D.N.Y. Case
No. 19-11482) on May 7, 2019 to seek U.S. recognition of its
winding up proceedings in Hong Kong.  The liquidators, Man Chun So
and Donald Edward Osborn at Pricewaterhousecoopers Limited, acting
as "foreign representatives", signed the petition.  The Hon. James
L. Garrity Jr. oversees the U.S. case.  Julian Bulaon, Esq., and
Caroline A. Reckler, Esq., of Latham & Watkins LLP, serve as U.S.
counsel.


SHOE SHIELDS: Disclosure Statement Hearing Continued to June 10
---------------------------------------------------------------
The hearing to consider the adequacy of the second amended
Disclosure Statement explaining the second amended amended Chapter
11 Plan filed by the Chapter 11 trustee for Shoe Shields LLC will
be held on June 10, 2019 at 01:30 PM.

Class 4: Allowed Unsecured Claims of Insiders, if any, are
impaired.  In the event that an Insider obtains an Allowed
Unsecured Claim, such Claim will be paid in full by the Reorganized
Debtor, with interest at 4% per annum, after the payment in full of
(i) all Allowed Administrative Expense Claims, including Fee Claims
and (ii) all Allowed unsecured priority Claims. Should there be
insufficient cash to pay an Allowed Unsecured Claim of an Insider
then the Insider will be paid from available cash and repaid the
remainder of the Allowed Claim at the rate of $5,000.00 per month,
commencing during the month after the Insider’s Claim becomes an
Allowed Claim, until paid in full with interest at four percent
(4%). Insiders are not entitled to vote on this Plan.

The Debtor intends to make all payments required under the Plan
from the following sources:

   1. Available Cash. The Debtor projects that it will have
approximately $100,000.00 of available cash on the Effective Date.


   2. Current Monthly Income and Future Disposable Income. The
Debtor calculates that its monthly disposable income available to
fund Plan payments after the Effective Date will be approximately
$16,974.88.

A full-text copy of the Second Amended Disclosure Statement dated
May 16, 2019, is available at https://tinyurl.com/yydnr8gh from
PacerMonitor.com at no charge.

Attorneys for Chapter 11 Trustee are Christopher J. Moser, Esq.,
John Paul Stanford, Esq., and S. Kyle Woodard, Esq., at Quilling,
Selander, Lownds, Winslett & Moser, P.C., in Dallas, Texas.

                  About Shoe Shields

Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter
11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019.
An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11
petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019.

In the petition signed by Sangeeta Rajpal, manager, OSR Patent
estimated $100,001 to $500,000 in assets and $50,001 to $100,000 in
liabilities.  John J. Gitlin, Esq., in Dallas, Texas, serves as
counsel to the Debtors.

On Feb. 13, 2019, an order granting a motion to appoint trustee was
entered by the court.  Christopher J. Moser was thereafter
appointed as the Chapter 11 Trustee of the Debtors' bankruptcy
estate.  The Trustee hired Quilling Selander Lownds Winslett &
Moser, P.C., as counsel.


SOUTHCROSS ENERGY: Taps Alvarez & Marsal as Financial Advisor
-------------------------------------------------------------
Southcross Energy Partners, L.P., received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Alvarez &
Marsal North America, LLC, as its financial advisor.

The firm will provide these services in connection with the Chapter
11 cases filed by the company and its affiliates:

     (a) assist in potential restructuring efforts;

     (b) assist in the evaluation of the Debtors' current business
plan and in the preparation of a revised operating plan and cash
flow forecast;

     (c) assist the Debtors with all aspects of contingency
planning in connection with the bankruptcy cases;

     (d) review the Debtors' cash flow forecast and participate in
negotiations concerning the use of cash collateral and
debtor-in-possession financing;

     (e) support management and the Debtors' other bankruptcy
professionals in developing restructuring plans and communication
action plans;

     (f) assist the management in data gathering required as a
result of due diligence conducted by various creditors' advisors;

     (g) assist in case administration and other restructuring
efforts;

     (h) assist the management's efforts to develop and prepare a
Chapter 11 plan of reorganization;
  
     (i) assist the Debtors in connection with the sale of their
assets;

     (j) assist the Debtors in the preparation of reports and
liaison with creditors;

     (k) report to the Debtors' board of directors as desired or
directed by responsible officers; and

     (l) other activities requested by the Debtors and approved by
Alvarez & Marsal.        

The firm's hourly rates are:

     Restructuring Professionals:

     Managing Directors        $875 – $1,100
     Directors                 $675 – $850
     Analysts/Associates       $400 – $650   

     Case Management:

     Managing Directors        $825 – $950
     Directors                 $650 – $800
     Analysts/Consultants      $400 – $600

Non-working travel time will be billed at 50% of the applicable
hourly rate.

Alvarez & Marsal received $200,000 from the Debtors as a retainer.
In the 90 days prior to the petition date, the firm received
retainers and payments totaling $1,876,734 for services performed
for the Debtors.

Ed Mosley, managing director of Alvarez & Marsal, disclosed in
court filings that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Ed Mosley
     Alvarez & Marsal North America, LLC
     2100 Ross Avenue, 21st Floor
     Dallas, TX 75201
     Tel: +1 214 438 8481 / +1 214 438 1000
     Fax: +1 214 438 1001
     Email: emosley@alvarezandmarsal.com

                      About Southcross Energy

Southcross Energy -- http://www.southcrossenergy.com/-- is a
publicly traded company that provides midstream services to natural
gas producers and customers, including natural gas gathering,
processing, treatment and compression, and access to natural gas
liquid (NGL) fractionation and transportation services.  It also
purchases and sells natural gas and NGLs.  Its assets are located
in South Texas, Mississippi and Alabama, and include two cryogenic
gas processing plants, a fractionation facility and approximately
3,100 miles of pipeline.  The South Texas assets are located in or
near the Eagle Ford shale region.  Southcross Energy is
headquartered in Dallas, Texas.

Southcross Energy Partners, L.P. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-10702) on April 1, 2019.  The Debtors had total
assets of $610,452,000 and total liabilities of $614,260,000 as of
April 1, 2019.

The cases have been assigned to Judge Mary F. Walrath.

The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez &
Marsal as financial advisor; Evercore Group LLC as investment
banker; and Kurtzman Carson Consultants LLC as notice and claims
agent and administrative advisor.


SOUTHCROSS ENERGY: Taps Davis Polk as Legal Counsel
---------------------------------------------------
Southcross Energy Partners, L.P., received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Davis Polk &
Wardwell LLP as its legal counsel.

The firm will provide services in connection with the Chapter 11
cases filed by Southcross Energy and its affiliates, which include
legal advice concerning their rights and duties under the
Bankruptcy Code, debt restructuring, financing and asset sale
transactions; the prosecution of actions; negotiation of disputes;
and the preparation of a bankruptcy plan.

As of the petition date, the applicable discounted rates for the
firm's professionals and paraprofessionals are:

     Partners            $1,295 - $1,645
     Counsel                 $1,225
     Associates            $525 - $1,075
     Paraprofessionals     $305 - $425

Davis Polk received advance payments to establish a retainer
totaling $1.45 million.  As of the petition date, the firm held a
retainer balance in the amount of $621,436.67.

The firm and its professionals are "disinterested" as defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Davis
Polk disclosed that it has agreed to negotiated discounts off of
its standard rates, and that no professional at the firm has varied
his rate based on the geographic location of the Debtors'
bankruptcy cases.

Prior to Jan. 1, Davis Polk's rates for its pre-bankruptcy
engagement were $1,175  to $1,525 for partners, $1,100 for counsel,
$475 to $995 for associates and $275 to $385 for paraprofessionals.
As agreed with the Debtors and in connection with Davis Polk's
annual rate increase, the firm's pre-bankruptcy rates increased to
$1,295 to $1,695 for partners, $1,225 for counsel, $525 to $1,075
for associates and $305 to $425 for paraprofessionals on Jan. 1.
On April 1, Davis Polk agreed to reduce the top rate for partners
from $1,695 to $1,645.

Davis Polk also disclosed that the court has already approved a
budget on an interim basis for its employment with the Debtors for
the postpetition period.

The firm can be reached through:

         Marshall S. Huebner, Esq.
         Darren S. Klein, Esq.
         Steven Z. Szanzer, Esq.
         Benjamin M. Schak, Esq.
         Davis Polk & Wardwell LLP
         450 Lexington Avenue
         New York, NY 10017
         Tel: (212) 450-4000
         Fax: (212) 701-5800
         E-mail: marshall.huebner@davispolk.com
                 darren.klein@davispolk.com
                 steven.szanzer@davispolk.com
                 benjamin.schak@davispolk.com

                      About Southcross Energy

Southcross Energy -- http://www.southcrossenergy.com/-- is a
publicly traded company that provides midstream services to natural
gas producers and customers, including natural gas gathering,
processing, treatment and compression, and access to natural gas
liquid (NGL) fractionation and transportation services.  It also
purchases and sells natural gas and NGLs.  Its assets are located
in South Texas, Mississippi and Alabama, and include two cryogenic
gas processing plants, a fractionation facility and approximately
3,100 miles of pipeline.  The South Texas assets are located in or
near the Eagle Ford shale region.  Southcross Energy is
headquartered in Dallas, Texas.

Southcross Energy Partners, L.P., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-10702) on April 1, 2019.  The Debtors had total
assets of $610,452,000 and total liabilities of $614,260,000 as of
April 1, 2019.

The cases have been assigned to Judge Mary F. Walrath.

The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez &
Marsal as financial advisor; Evercore Group LLC as investment
banker; and Kurtzman Carson Consultants LLC as notice and claims
agent and administrative advisor.


SOUTHCROSS ENERGY: Taps Evercore Group as Investment Banker
-----------------------------------------------------------
Southcross Energy Partners, L.P., received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Evercore
Group LLC as its investment banker.

The services to be provided by the firm include an analysis of the
business, operations and financial projections of the company and
its affiliates, and financial advice in case they pursue a
restructuring, financing or sale transaction.

Evercore will be paid pursuant to this compensation structure:

     (a) a monthly fee of $150,000, of which 50% of the
monthly fees paid after the first six months will be credited
against the restructuring fee;

     (b) a one-time fee payable upon the consummation of any
restructuring of $3.5 million;

     (c) a fee, payable from the proceeds of any sale upon
consummation of the transaction, equal to:  

     (i) if sold to certain entities who engaged with the Debtors
prior to the petition date, 0.5 percent of the aggregate
consideration received, or (ii) otherwise, 1 percent of the
aggregate consideration received;

     (d) if both the restructuring and sale fees are actually
earned and become payable, 50% of the lower of those fees will be
credited against the higher of those fees;

     (e) a fee, payable upon consummation of any financing and
incremental to any restructuring or sale fee, equal to these
applicable percentages:

                                As a Percentage of
     Financing                  Financing Gross Proceeds
     ---------                  ------------------------
     Indebtedness Secured by a           1.0%
     First Lien

     Indebtedness Secured by a           2.0%
     Junior Lien or Unsecured or
     Subordinated Indebtedness

     Equity or Equity-linked             3.0%
     Securities/Obligations

Stephen Hannan, a senior managing director of Evercore, disclosed
in court filings that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Stephen Hannan
     Evercore Group L.L.C.
     55 East 52nd Street,
     New York, NY 10055
     Tel: +1.212.857.3100

                      About Southcross Energy

Southcross Energy -- http://www.southcrossenergy.com/-- is a
publicly traded company that provides midstream services to natural
gas producers and customers, including natural gas gathering,
processing, treatment and compression, and access to natural gas
liquid (NGL) fractionation and transportation services.  It also
purchases and sells natural gas and NGLs.  Its assets are located
in South Texas, Mississippi and Alabama, and include two cryogenic
gas processing plants, a fractionation facility and approximately
3,100 miles of pipeline.  The South Texas assets are located in or
near the Eagle Ford shale region.  Southcross Energy is
headquartered in Dallas, Texas.

Southcross Energy Partners, L.P., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-10702) on April 1, 2019.  The Debtors had total
assets of $610,452,000 and total liabilities of $614,260,000 as of
April 1, 2019.

The cases have been assigned to Judge Mary F. Walrath.

The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez &
Marsal as financial advisor; Evercore Group LLC as investment
banker; and Kurtzman Carson Consultants LLC as notice and claims
agent and administrative advisor.


SOUTHCROSS ENERGY: Taps Morris Nichols as Delaware Co-Counsel
-------------------------------------------------------------
Southcross Energy Partners, L.P. received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Morris,
Nichols, Arsht & Tunnell LLP.

Morris will serve as Delaware bankruptcy co-counsel with Davis Polk
& Wardwell LLP, the other firm tapped to represent the company and
its affiliates in their Chapter 11 cases.

The firm's hourly rates are:

     Partners              $675 – $1,100
     Associates            $425 – $695
     Special Counsel       $425 – $695            
     Paraprofessionals     $285 – $330  
     Case Clerks               $165  

Morris Nichols received advance fees totaling $275,000.  As of
March 29, the advance payment retainer reflected a balance of
$125,254.29.

Robert Dehney, Esq., a partner at Morris, disclosed in court
filings that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Dehney disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors, and that no Morris professional has varied his rate
based on the geographic location of the Debtors' bankruptcy cases.

The attorney also disclosed that Morris was employed by the Debtors
pursuant to the Feb. 13 engagement agreement in connection with
their bankruptcy cases, and that the material terms of the
pre-bankruptcy restructuring engagement are the same as the terms
of Morris' employment with the Debtors for the post-petition
period.  

For work performed for the Debtors in 2019, Morris' hourly rates
were:  

     Partners            $675 – $1,100     
     Associates            $425 – $695       
     Special Counsel       $425 – $695       
     Paraprofessionals     $285 – $330  
     Case Clerks                  $165  

Mr. Dehney also disclosed that the court has already approved a
budget on an interim basis for Morris' employment for the
post-petition period

The firm can be reached through:

     Robert J. Dehney, Esq.
     Andrew R. Remming, Esq.
     Joseph C. Barsalona II, Esq.
     Eric W. Moats, Esq.
     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street, 16th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (302) 658-9200
     Fax: (302) 658-3989
     Email: rdehney@mnat.com aremming@mnat.com
            jbarsalona@mnat.com
            emoats@mnat.com

                      About Southcross Energy

Southcross Energy -- http://www.southcrossenergy.com/-- is a
publicly traded company that provides midstream services to natural
gas producers and customers, including natural gas gathering,
processing, treatment and compression, and access to natural gas
liquid (NGL) fractionation and transportation services.  It also
purchases and sells natural gas and NGLs.  Its assets are located
in South Texas, Mississippi and Alabama, and include two cryogenic
gas processing plants, a fractionation facility and approximately
3,100 miles of pipeline.  The South Texas assets are located in or
near the Eagle Ford shale region.  Southcross Energy is
headquartered in Dallas, Texas.

Southcross Energy Partners, L.P., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-10702) on April 1, 2019.  The Debtors had total
assets of $610,452,000 and total liabilities of $614,260,000 as of
April 1, 2019.

The cases have been assigned to Judge Mary F. Walrath.

The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez &
Marsal as financial advisor; Evercore Group LLC as investment
banker; and Kurtzman Carson Consultants LLC as notice and claims
agent and administrative advisor.


SOUTHCROSS ENERGY: Taps PwC as Tax Services Provider
----------------------------------------------------
Southcross Energy Partners, L.P., received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire
PricewaterhouseCoopers LLP as tax services provider.

The firm will provide theseservices in connection with the Chapter
11 cases filed by the company and its affiliates:  

     (a) preparation of investor tax packages -- comprising tax
calculation, tax package compilation, and nominee data analysis --
for tax year 2018 for delivery by the Debtors' designated print
vendor;

     (b) tax system inputs and compliance services, which include
analyzing certain transactions, preparing the necessary inputs for
tax calculation, and reviewing output data before issuing the
Schedule K-1s;   

     (c) nominee data collection services, which include
establishing and maintaining a secure data transfer solution to
accept monthly nominee data as well as collecting registered
unitholder data annually;

     (d) providing support services to the Debtors' investors;

     (e) formatting data to conform to the IRS and certain state
required electronic file formats for federal and state tax
returns;

     (f) revaluing partnership property of the Debtors, if
necessary;  

     (g) providing certain state forms containing information
necessary for the Debtors' investors to complete their state
returns; and

     (h) providing miscellaneous, recurring tax consulting services
as requested by the Debtors from time to time.   

PwC will receive a base fee totaling $260,000 based upon these
various components to complete the 2018 tax compliance services:

     (1) for tax system inputs and compliance services, $60,000,
plus (i) $2,000 per return for state returns where the Debtors have
a nexus, and (ii) $1,500 per return where the Debtors are required
to file due to state resident filing requirements;

     (2) for nominee data collection services, the Debtors will
reimburse PwC or pay $1.25 per record depending on the source of
information;

     (3) for investor tax package support services, $1.50 per
package created;

     (4) for electronic file formatting services, $500 per state;

     (5) for the revaluation services, $10,000 per event resulting
from a cash offering (no charge first two events) and $40,000 per
event resulting from an asset drop; and

     (6) for the provision of state forms, $500 per form.

Meanwhile, PwC will charge these hourly fees for the recurring tax
consulting services:

     Partner                 $770 - $855
     Director                    $660
     Manager                     $540
     Senior Associate            $445
     Associate               $280 - $310

Michael Moreland, a partner at PwC, disclosed in court filings that
his firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Michael W. Moreland
     PricewaterhouseCoopers LLP
     2121 North Pearl Street, Suite 2000
     Dallas, TX 75201
     Telephone: [1] (214) 999 1400
     Telecopier: [1] (214) 754 7991

                      About Southcross Energy

Southcross Energy -- http://www.southcrossenergy.com/-- is a
publicly traded company that provides midstream services to natural
gas producers and customers, including natural gas gathering,
processing, treatment and compression, and access to natural gas
liquid (NGL) fractionation and transportation services.  It also
purchases and sells natural gas and NGLs.  Its assets are located
in South Texas, Mississippi and Alabama, and include two cryogenic
gas processing plants, a fractionation facility and approximately
3,100 miles of pipeline.  The South Texas assets are located in or
near the Eagle Ford shale region.  Southcross Energy is
headquartered in Dallas, Texas.

Southcross Energy Partners, L.P., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-10702) on April 1, 2019.  The Debtors had total
assets of $610,452,000 and total liabilities of $614,260,000 as of
April 1, 2019.

The cases have been assigned to Judge Mary F. Walrath.

The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez &
Marsal as financial advisor; Evercore Group LLC as investment
banker; and Kurtzman Carson Consultants LLC as notice and claims
agent and administrative advisor.


SPECIALTY RETAIL: Confirmation Rejection Forces Changes to Plan
---------------------------------------------------------------
A bankruptcy judge rejected Shopko's plan to settle its estate at
the end of May 2019, dealing a setback to the bankrupt retailer's
effort to wind down its business.

At the confirmation hearing before U.S. Bankruptcy Court Judge
Thomas Saladino on May 28 to 29, 2019, the Debtors sought
confirmation of the Second Amended Joint Chapter 11 Plan of
Reorganization of Specialty Retail Shops Holding Corp. and Its
Debtor Affiliates.  While the Prior Plan received 85 objections,
the Debtors ultimately resolved all of them but the objections of
the U.S. Trustee and McKesson Corporation.

The Plan proposes to pay all of Shopko's bank debt by July, cover
most administrative claims, secures a $15.5 million payback from
Sun Capital, and provides some recovery for unsecured creditors.

But following the conclusion of the hearing on confirmation of the
Prior Plan, the Court entered an order denying confirmation because
the Prior Plan contained nonconsensual third-party releases and an
exculpation provision that covered prepetition conduct.

"This is by far the most difficult plan confirmation decision I
have encountered," Judge Saladino said, according to the Green Bay
Press Gazette.  "Everybody involved in this case, as far as I'm
concerned, went to extraordinary efforts to maximize the value of
the assets of the estate."

The judge refused to approve it because the plan would have barred
creditors from pursuing legal claims against Shopko executives,
directors and outside consultants.  One major creditor, McKesson,
made a case to Judge Saladino at the hearing that it had a civil
claim of fraud against at least four Shopko executives.

                         Changes to Plan

The Debtors and their key constituents said they have engaged in
further negotiations regarding the Release Provisions in light of
the Court's ruling.

Given that confirmation of a chapter 11 plan in the near future is
the only viable path to a value-maximizing conclusion to these
chapter 11 cases, the Debtors said in court filings May 31, 2019,
that they have modified the Modified Plan consistent with the
Court's ruling and their discussions with the parties in interest.

Like the Prior Plan, the Modified Plan incorporates numerous
settlements between key parties in these cases, including the
Debtors, the Creditors' Committee, the Debtors' lenders, the
Debtors' largest unsecured creditor, and Sun Capital.  Without the
settlements therein, the chapter 11 cases will quickly be mired in
extensive, complex litigation.

The changes incorporated in the Modified Plan remove or modify the
provisions the Court found to preclude confirmation of the Prior
Plan.  Given that the Modified Plan resolves these concerns and no
party is prejudiced by the changes in the Modified Plan other than
parties that have consented to the changes, the Debtors believe
there should be no delay in holding a hearing regarding
confirmation of the Modified Plan.  Any delay will only increase
the administrative costs of these chapter 11 cases and provide no
benefit.

The Debtors request the Court enter an order confirming the
Modified Plan.

The Modified Plan is largely consistent with the Prior Plan.  The
changes incorporated in the Modified Plan are:

   * Third-Party Releases. The principal changes in Modified Plan
relate to the Third-Party Release.

     -- The Third-Party Release is only provided for on a
consensual basis.  All parties who did not previously opt out of
the Third-Party Release will still be bound by such release.

     -- The Third-Party Release is provided for "[e]xcept as
otherwise ordered by the Bankruptcy Court[.]" To the extent the
Court modifies the Third-Party Release, the Debtors will continue
to support the Plan as modified by the Court.

     -- By agreement with McKesson, the definition of Sun Capital
has been expanded to include specific Sun Capital personnel.

   * Exculpation.  The exculpation provided for in the Modified
Plan shall be limited to postpetition conduct.

   * Avoidance Actions.  The Debtors shall not release Avoidance
Actions with respect to any party that has opted out of being a
Releasing Party, unless otherwise ordered by the Court.

   * Discharge.  Consistent with the Debtors' representations at
the Prior Plan confirmation hearing, the Modified Plan does not
include a discharge provision.

   * Indemnification Obligations.  The Debtors removed certain
indemnification obligations contained in Article V.D. of the
Modified Plan, and continue to negotiate these provisions with
their key constituents.

As disclosed at the Confirmation Hearing, the Debtors will include
agreed-upon language in the proposed Confirmation Order limiting
the Third-Party Release as to the following parties: CGP Canadian,
Ltd., CGP Seymour, Ltd., CGSK Tulia, Ltd., CGP Orofino, LLC, CGP
Comanche, Ltd., CGP Jacksboro, Ltd., CGP Cotulla, Ltd., CGP
Prosser, LLC, and CGP Clifton, Ltd. as well as preserving all other
accommodations previously with objecting parties with respect to
the Prior Plan.

A copy of the May 31 filing is available for free at:

    http://bankrupt.com/misc/Shopko_1494_Modified_Plan.pdf

                   About Specialty Retail Shops

Specialty Retail Shops Holding Corp. and its affiliates owns Shopko
Stores, engaging in the sale of general merchandise including
clothing, accessories, electronics, and home furnishings, as well
as company-operated pharmacy and optical services departments.
They are headquartered in Green Bay, Wisconsin, and operate 367
stores in 25 states throughout the United States as well as
e-commerce operations.  They currently employ approximately 14,000
people throughout the United States.

Specialty Retail Shops Holding and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case
No. 19-80064) on Jan. 16, 2019.  At the time of the filing, the
Debtors estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.

The cases are assigned to Judge Thomas L. Saladino.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc., as investment banker; Berkeley Research Group, LLC, as
restructuring advisor; Hilco Real Estate, LLC as real estate
consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.

A seven-member panel has been appointed as official unsecured
creditors committee in the cases.  The Committee retained as
counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm,
PLC, in Omaha, Nebraska.


ST. JUDE NURSING: PCO Reports No Complaints on Quality of Care
--------------------------------------------------------------
Deborah L. Fish, the Patient Care Ombudsman appointed for St. Jude
Nursing Center, Inc., filed the fourth report with the U.S.
Bankruptcy Court for the Eastern District of Michigan regarding the
Debtor's status of the quality of patient care.

Based on the Report, the Debtor has maintained all of its services
and is delivering similar quality care to essentially the same
patient population.

During visits, the PCO observed that none of the residents
complained about any of the services being provided by the Debtor.
The PCO also emphasized that the payroll issue has been resolved
since the previous report.

A full-text copy of the PCO's Third Report is available at
https://is.gd/mkNTle from PaceMonitor.com at no charge.

           About St. Jude Nursing

St. Jude Nursing Center is a privately owned and licensed long term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150. The Facility consists of 64 licensed beds, located
within the Debtor-owned facility.  The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).

St. Jude Nursing Center, Inc. filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities as of the bankruptcy filing.


SUPER HERO KIDS: Acting DOJ Watchdog Appoints T. Mackey as PCO
--------------------------------------------------------------
Henry G. Hobbs, Jr., the Acting United States Trustee for Region 7,
appointed Thomas A. Mackey as the Patient Care Ombudsman for Super
Hero Kids Home Health, LLC.

The appointment was made following a court order, dated May 14,
2019, directing the appointment of a patient care ombudsman for the
Debtor.

Mr. Mackey disclosed that he is a 'disinterested person' as that
term is defined under the Bankruptcy Code.

Mr. Mackey can be reached at:

     Thomas A. Mackey, PhD, APRN-BC, FAAN FAANP
     2883 Palomino Springs
     Bandera, TX 78003
     Email: tmackey70@gmail.com

              About Super Hero Kids Home Health

Established in 2004, Super Hero Kids Home Health --
https://www.superherokidshh.com/ -- is a pediatric home health
agency offering skilled private duty nursing, speech, physical, and
occupational therapies.  Based in the Rio Grande Valley, Super Hero
serves all of Central and South Texas.

Super Hero Kids Home Health filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
19-50861) on April 11, 2019.  In the petition signed by William M.
Revill, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities.  The case is assigned to Judge
Craig A. Gargotta.  Martin Warren Seidler, Esq., at the Law Offices
of Martin Seidler, is the Debtor's counsel.


TAMARACK AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tamarack Aerospace Group, Inc.
        2021 Industrial Way
        Sandpoint, ID 83864

Business Description: Tamarack Aerospace Group, Inc. --
                      https://tamarackaero.com -- is an aerospace
                      engineering and aircraft modification
                      company located in Sandpoint, Idaho.
                      Tamarack designs and develops innovative
                      technology for business, commercial, and
                      military aircraft, specializing in its
                      revolutionary Active Winglets.

Chapter 11 Petition Date: June 1, 2019

Court: United States Bankruptcy Court
       Eastern Disrict of Washington (Spokane/Yakima)

Case No.: 19-01492

Debtor's Counsel: John D. Munding, Esq.
                  MUNDING, P.S.
                  1610 W. Riverside Avenue
                  Spokane, WA 99201
                  Tel: 509 624-6464
                  E-mail: John@Mundinglaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Rick Shaneyfelt, CFO.

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

             http://bankrupt.com/misc/waeb19-01492.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Adriano Stavole                                             $0
28601 Charrin Blvd., Suite 400
Beachwood, OH 44122

2. Alpha Juliet Consulting, LLC                                $0
Attn: Ales Guiterez
1415 S. Voss Road
Suite 110-409
Houston, TX 77057

3. Bern Kotelkp                                                $0
P.O. Box 57
Vegreville, AL

4. Bradley J. Busbin, Attorney                                 $0
2295 S. Hiawasse Rd., Suite 207
Orlando, FL 32835

5. Bruce Blakely                                               $0
215 5th Ave South
Kirkland, WA 98033

6. Christy Brazell                                             $0
2861 Aviation Way
West Columbia, SC 29170

7. Clayton Keister, CEO                                        $0
8001 Central Avenue
Northeast Minneapolis, MN
55432-2110

8. Curtis Keller                                               $0
6710 E. Camelback Rd.
Scottsdale, AZ
85251

9. Daniel Gruirl                                               $0
100-Larking
Williams Industrial Ct.
Fenton, MO
63026-2049

10. Derek Laflin                                               $0
1011 Westbrook Street
Portland, ME 04102

11. DH Aeronautics, LLC                                        $0
Attn: Howard Gary Heavin
875 CR 324
Gatesville, TX 76528

12. DH Aeronautics, LLC                                        $0
Attn: Howard Gary Heavin
875 CR 324
Gatesville, TX 76528

13. Djordeje Petrovic                                          $0
Bulevar Marsala Belgrade

14. Dolphin Capital Holdings, Inc.                             $0
c/o Stevens S. Meyers
2355 Westwood Blvd., Suite 410
Los Angeles, CA 90064

15. Douglas DeBruin                                            $0
9900 Porter Road
Niagara Falls, NY 14304

16. Gary Heaven                                                $0
875 CR 324
Gatesville, TX 76528

17. Gil Moutray                                                $0
P.O. Box 1598
Artesia, NM
88211-1598

18. Harry T. Ford                                              $0
One Indiana Square
Suite 2300
Indianapolis, IN 46204

19. Hotel Alpha, LLC                                           $0
Attn: W. Hettinger
96 Martinique Ave.
Tampa, FL 33606

20. Industrial Smoke & Mirrors                                 $0
Attn: Andrew Garvis
3024 Shader Rd.
Orlando, FL
32808-8000


TAMARACK AEROSPACE: Winglets Maker Files for Chapter 11
-------------------------------------------------------
Tamarack Aerospace Group, Inc., a privately held developer of
aerodynamic and structural improvements products for aircraft, has
sought Chapter 11 bankruptcy protection.

The Company was founded in 2010 and is based in Sandpoint, Idaho.
It offers active winglets that reduce the bending load in the wing
during rare and high flight load conditions.

Tamarack filed a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
19-01492) on June 1, 2019.

"Due to the financial condition of Tamarack, as well as certain
challenges presented by regulatory directives, product development
issues, customer claims, drastically reduced revenues from product
sales and maturity indebtedness, with no apparent alternatives to
recapitalize or refinance the Company, the Company's operations
have been reduced to a minimum while claims, proposed regulatory
relief and other potentially available options, including the
filing of a petition for relied under Chapter 11 of Title of the
Bankruptcy Code, are evaluated," CFO Rick Shaneyfelt said in the
affidavit authorizing the Chapter 11 filing.

"The Company is directed to initially seek relief from mounting
claims and significant potential litigation while the Company
evaluates options short of ultimate liquidation and purses
regulatory relief, mitigation of claim exposure, preservation of
assets and ongoing business opportunities, as well as the potential
for future job creation.

Munding, P.S., led by John D. Munding, is the Debtor's counsel.

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



TECHNIPLAS LLC: Moody's Affirms Caa1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating, the probability of default rating of Caa1-PD, and the Caa2
senior secured rating on the notes of US-based automotive parts
supplier Techniplas, LLC. The outlook remains stable.

"The rating affirmation balances considerable operating
improvements that have led to a stronger credit profile with the
still weak liquidity profile of the company." says Matthias Heck, a
Moody's Vice President -- Senior Credit Officer and Lead Analyst
for Techniplas. "The weak liquidity reflects the refinancing risk
related to the maturities of the revolving credit facility and the
senior secured notes in April and May 2020. These maturities need
to be addressed well in advance of their due date for positive
rating pressure to build" added Mr. Heck.

RATINGS RATIONALE

In 2018, Techniplas started to show meaningful improvements in
operating profitability, which had suffered from previous
acquisitions (including Weidplas in 2015) and related expenses. The
improvements have been reflected in a substantially increased
Moody's-adjusted EBITA margin of 5.2% (last twelve months ending
March 2019), compared to only 2.8% in 2017 a negative 2.7% in 2015.
Concurrently, Techniplas's leverage (Moody's adjusted debt/EBITDA)
declined to 4.9x in the last twelve months ending March 2019. The
company's improved profitability was also reflected in free cash
flow generation, which broke even in 2018 with around $1.1 million
(Moody's-adjusted) compared to a negative $6.1 million in 2017.

In January 2019, Techniplas' announced its intention for an initial
public offering (IPO) at the alternative investment market (AIM)
segment of the London Stock Exchange later in 2019. Moody's would
consider an IPO as credit positive, because targeted proceeds would
be used to further de-lever the company and thus support a
subsequent refinancing of the revolving credit facility (RCF) and
the senior secured notes, both due in the second quarter 2020.
However, the IPO plan remains subject to execution risk and has
therefore no immediate impact on the rating.

The stable outlook balances the improvement of operating
profitability, leverage and free cash flow metrics to levels
required for a potential rating upgrade with Techniplas continued
weak liquidity profile and uncertainties related to the refinancing
of most of the company's financial debt, which matures within the
next twelve months.

LIQUIDITY

The company's overall liquidity remains weak, due to the upcoming
maturities of the $30 million revolving credit facility (RCF) in
April 2020 and the $175 million senior secured notes in May 2020.
In order to refinance these, Techniplas relies on continued access
to capital markets.

For the 12 months ending March 2020 and without the upcoming debt
maturities, Techniplas' liquidity looks more adequate. Moody's
estimate the company's cash needs of around $50 million-$55
million, which includes capital spending, working capital and
working cash required to run the business, management fees as well
as potential debt repayments for short-term lines.

Cash flow from operations before working capital movements is
expected reach around $30 million-$35 million because of continued
operational improvements and improved working capital. This,
together with the cash balance of $11.8 million as of March 2019
and the $10.4 million available out of the $30 million revolving
credit facility due in April 2020 ($19.6 million was drawn as of 31
March 2019) should be just sufficient to cover the outlined cash
requirements until March 2020.

STRUCTURAL CONSIDERATIONS

The Caa2 rating of the $175 million senior secured notes is one
notch below the group's CFR. The rating on this instrument reflects
the stronger security package of the $29.5 million asset-based
revolving credit facility, which benefits from priority treatment
in the event of default scenario as their claims will be discharged
before any proceeds will be distributed to the holders of the
senior secured notes.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure could build if the company is able to
sustain leverage below 6.0x debt/EBITDA (4.9x as of March 2019) to
maintain interest coverage above 1.0x EBITA/interest expense (1.0x
as of March 2019) and to return to sustainable positive FCF
generation. A rating upgrade would also require an improved
liquidity profile.

The rating could come under pressure if the company's liquidity and
cash flow profile worsen or if management fails to stabilize and
gradually improve profitability.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Techniplas, LLC, headquartered in Nashotah, Wisconsin USA, is a
privately held producer of technical plastic components for the
automotive, transportation and electrical industry. Techniplas is
specialized in thermoplastic and thermo-set molding and has
expertise in metal-to-plastic conversion, light weighting and tool
design. Techniplas employed about 2,357 employees in its operations
as of December 2018 and generated revenue of $529 million for FY
2018.


TORTOISE BORROWER: Moody's Affirms Ba2 CFR on Planned Acqusition
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating and senior secured debt rating of Tortoise Borrower, LLC
following the company's announcement that it will acquire the
energy infrastructure and MLP investment business of Advisory
Research, Inc., a subsidiary of Piper Jaffray. Moody's has also
affirmed the company's Ba2-PD probability of default rating. The
outlook remains stable.

The following rating actions were taken:

Issuer: Tortoise Borrower, LLC

Corporate Family Rating, affirmed at Ba2

Senior Secured Bank Credit Facility, affirmed at Ba2

Probability of Default Rating, affirmed at Ba2-PD

Outlook Action:

Issuer: Tortoise Borrower, LLC

Outlook, Remains Stable

RATINGS RATIONALE

The affirmation reflects the acquisition's modest impact on
Tortoise's business and financial profiles. The addition of
Advisory Research's energy infrastructure and MLP business provides
modest scale and diversification benefits. Moody's also expects the
acquisition to put little strain on Tortoise's leverage profile
because more than half the purchase price will be funded with cash
and additional owner equity contributions.

Tortoise will acquire approximately $3.4 billion of energy related
strategies from Advisory Research. The purchase price is expected
to be funded with cash, equity and a $40 million term loan add-on.
The deal also includes a contingent consideration payment which if
earned would be paid on the first anniversary of the deal closing.
Moody's treats the contingent consideration as debt in its
calculation of the company's leverage.

Tortoise's Ba2 rating reflects its leading market position within
MLP and midstream energy managers, as well as its high AUM
retention rates and strong profitability. The rating is constrained
by the company's high financial leverage, modest scale and
concentrated AUM mix. While the acquisition of Advisory Research
adds new strategies that will enhance Tortoise's product breadth,
it also increases the company's already high exposure to US energy
markets.

The stable outlook reflects its expectation that Tortoise's
financial leverage may remain elevated in the near term as debt and
operating expenses have risen to fund growth initiatives over the
last several quarters. Debt-to-EBITDA, as adjusted by Moody's,
stood at 4.5x for the last twelve months ended 31 March. Because
the company's strategic spending initiatives are not likely to be
recurring in nature and MLP equity values have recovered in 2019
after a challenging 2018, Moody's expects the company's leverage to
fall back to the 4.0x range over the next 12 to 18 months.

Moody's said factors that could cause upward pressure on Tortoise's
ratings include: 1) debt-to-EBITDA, adjusted by Moody's, that is
sustained below 2.5x; 2) return on the company's business
investments, including successful realization of its expansion into
passive and fixed income strategies, diversifying AUM mix; and/or
3) appeal to a broader investor base expanding net revenues
significantly.

Conversely, factors that could lead to a downgrade of Tortoise's
rating or a negative outlook would be: 1) signs that the company
will not be able to get leverage back to 4.0x within 12 months; 2)
weak return on investments from recent strategic spending
initiatives that do not enhance overall profitability; 3)
regulatory changes that negatively alter the underlying economics
of the midstream energy market and/or a change in tax policy that
eliminates the tax advantaged status of MLPs; and 4) inability to
grow and diversify its AUM mix by expanding into passive and fixed
income investing strategies.

Tortoise is an investment management company based in Kansas City
that specializes in providing investment products and solutions
focused mostly on the US MLP/energy infrastructure and social
infrastructure sectors. At 31 March, the company had assets under
management of $21 billion and earned total revenues of
approximately $140 million over the last twelve months.


TPC GROUP: Moody's Hikes Corp. Family Rating to 'B2'
----------------------------------------------------
Moody's Investors Service upgraded TPC Group Inc.'s Corporate
Family Rating to B2 and upgraded the rating on its $805 million
senior secured notes due 2020 to B2 from B3. The upgrade reflects
the significant improvement in financial performance in 2018 and
improved first quarter 2019 results. The outlook is stable.

"TPC has demonstrated much stronger financial performance over the
past four quarters due to changes to the structure of its contracts
and better reliability in the operation of key production units,"
stated John Rogers, Senior Vice President at Moody's and lead
analyst for TPC. "The upgrade also reflects our belief that TPC's
performance will continue to improve in 2019 and 2020 due to the
availability of additional crude C4 volumes on the Gulf Coast."

Ratings upgraded:

Issuer: TPC Group Inc.

Corporate Family Rating, upgraded to B2 from B3

Probability of Default Rating, upgraded to B2-PD from B3-PD

8.75% Gtd. Senior Secured Notes due 2020, upgraded to B2 (LGD4)
from B3 (LGD4)

Outlook actions:

Issuer: TPC Group Inc.

Outlook, changed to stable from positive

RATINGS RATIONALE

TPC's B2 CFR reflects the improved earnings trend since the first
quarter of 2018 after the second turnaround of the dehydro unit,
the full year impact of changes to its C4 processing contracts, and
the absence of adverse weather and one-time events. Furthermore,
the upgrade incorporates the expectation for improving volumes and
profitability in 2019 and 2020 with the startup of more ethylene
capacity on the Gulf Coast, which will increase crude C4 volumes.
TPC is the largest independent processor of crude C4s on the Gulf
Coast and has two facilities, one in Houston, TX and the other in
Port Neches, TX, approximately 90 miles apart.

The rating is tempered by limited product and operational
diversity, exposure to volatile commodity prices and ownership by
two private equity firms, which direct its financial policy. The
company's operations have been susceptible to unplanned downtime
due to the concentration of feedstock suppliers and weather events.
TPC is subject to earnings volatility due to significant price
movements in its feedstocks and finished products that can reduce
or expand margins somewhat unpredictably from quarter to quarter.

Despite challenging industry conditions over the past two quarters
due to the decline in commodity prices and destocking, TPC has
performed better than most commodity chemical companies. LTM March
31, 2019 credit metrics were Debt/EBITDA of just under 5.0x and
Retained Cash Flow (RCF)/Debt of just over 10%. The aforementioned
metrics include Moody's standard adjustments to financial
statements, which add roughly $195 million to debt, $62 million to
EBITDA and $44 million to RCF. Due to the high level of annual rent
expense ($59 million), Moody's credit metrics are stronger than
credit metrics based on TPC's reported numbers. Reported financials
generate a Debt/EBITDA of 5.6x and a RCF/debt of 7.4% for the LTM
period.

TPC's results were negatively impacted in the fourth quarter of
2017 by Hurricane Harvey and abnormally cold weather in the first
quarter of 2018, along with a longer than expected shutdown of the
dehydro unit. In the second quarter of 2018, a ship on the Houston
ship channel crashed into a barge at their dock, temporarily
reducing their ability to ship products. TPC is currently preparing
to build adjacent to the existing dock so that the construction
will have minimal, if any, impact on future operations. The cost of
rebuilding this new dock will be fully covered by insurance
proceeds. While the company will always be exposed to weather
events on the Gulf Coast, the occurrence of these event so close
together inordinately impacted financial performance and credit
metrics through much of 2018.

The stable outlook for TPC reflects the expectation that credit
metrics will improve in 2019 as the company's crude C4 processing
volumes expand and modestly higher volumes in Performance
Products.

There is potential for upgrade if the company can sustain $250
million in EBITDA on an annual basis and balance sheet debt remains
at or below current levels. An upgrade would also require that
TPC's owners were committed to maintaining low leverage on a
sustained basis and not incurring additional debt for a dividend
when it refinances the 2020 notes. Conversely, the ratings could be
downgraded if TPC encounters adverse industry or operating
conditions that increase leverage above 6.0x on a sustained basis
or if available liquidity falls below $75 million, or it fails to
refinance upcoming maturities due December 2020.

TPC's adequate liquidity is supported by the substantial amount of
liquidity available under the ABL facility, $61 million as of March
31, 2019, as well as an incremental $25 million available under its
term loan facility. TPC's liquidity is tempered by the upcoming
maturity of its senior secured notes ($805 million) in December
2020.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

TPC Group Inc. is a processor of crude C4 hydrocarbons (primarily
butadiene, butene-1, isobutylene) and a producer of differentiated
isobutylene derivatives. The company operates two Texas-based
manufacturing facilities in Houston and Port Neches. Revenues are
over $1.6 billion. TPC is owned by private equity funds managed by
First Reserve Management, L.P. and SK Capital Partners.


UNIFIED PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Unified Protective Services, Inc.
        4431 West Rosecrans, Suite 200
        Hawthorne, CA 90250

Business Description: Unified Protective Services, Inc. is a
                      Security guard service provider in
                      Hawthorne, California.  Its services include
                      day and night armed or unarmed security,
                      vehicle security patrol, camera surveillance
                      and executive protection.

Chapter 11 Petition Date: June 1, 2019

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

Case No.: 19-16482

Judge: Hon. Neil W. Bason

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: 310-271-6223
                  Fax: 310-271-9805
                  E-mail: michael.berger@bankruptcypower.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sherif Antoon, 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/cacb19-16482.pdf


UPSTATE PHYSICIAN: NY Judge Approves Appointment of S. Hart as PCO
------------------------------------------------------------------
Judge Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for
the Northern District of New York entered an Order approving the
appointment of Shireen T. Hart as the Patient Care Ombudsman for
Upstate Physician Services, PC.

The approval was made following the U.S. Trustee's application for
an order approving the appointment of a patient care ombudsman for
the Debtor.

Further, Ms. Hart disclosed that she is a disinterested person
within the meaning of 11 U.S.C. Sec. 101(14) of the Bankruptcy
Code.

               About Upstate Physician Services, PC

Upstate Physician Services, PC -- https://www.upstatephysicians.com
-- is a healthcare services provider in Troy, N.Y., offering acute,
chronic and preventative care. Formed in 2014, Upstate Physician
Services also specializes in child and adolescent psychiatry,
general psychiatry, and psychotherapy.

Upstate Physician Services filed a voluntary Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 19-42125) on April 10, 2019. On April 30,
2019, the case was transferred to the U.S. Bankruptcy Court for the
Northern District of New York and was assigned a new case number
(Case No. 19-10841).

In the petition signed by Mustafain Meghani, M.D., president, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.

Judge Robert E. Littlefield Jr. presides over the case.  The Law
Offices of Charles A. Higgs represents the Debtor as counsel.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------

                                               Total
                                              Share-       Total
                                   Total    Holders'     Working
                                  Assets      Equity     Capital
  Company         Ticker            ($MM)       ($MM)       ($MM)
  -------         ------          ------    --------     -------
ABBVIE INC        ABBV US       56,769.0    (7,826.0)      509.0
ABBVIE INC        4AB QT        56,769.0    (7,826.0)      509.0
ABBVIE INC        ABBVUSD EU    56,769.0    (7,826.0)      509.0
ABBVIE INC        ABBVEUR EU    56,769.0    (7,826.0)      509.0
ABBVIE INC        ABBV AV       56,769.0    (7,826.0)      509.0
ABBVIE INC        4AB TE        56,769.0    (7,826.0)      509.0
ABBVIE INC        4AB GZ        56,769.0    (7,826.0)      509.0
ABBVIE INC        4AB TH        56,769.0    (7,826.0)      509.0
ABBVIE INC        4AB GR        56,769.0    (7,826.0)      509.0
ABBVIE INC        ABBV SW       56,769.0    (7,826.0)      509.0
ABBVIE INC        ABBV* MM      56,769.0    (7,826.0)      509.0
ABBVIE INC-BDR    ABBV34 BZ     56,769.0    (7,826.0)      509.0
ABSOLUTE SOFTWRE  ABT CN            93.0       (51.2)      (30.8)
ABSOLUTE SOFTWRE  OU1 GR            93.0       (51.2)      (30.8)
ABSOLUTE SOFTWRE  ALSWF US          93.0       (51.2)      (30.8)
ABSOLUTE SOFTWRE  ABT2EUR EU        93.0       (51.2)      (30.8)
AMER RESTAUR-LP   ICTPU US          33.5        (4.0)       (6.2)
AMERICA'S CAR-MA  HC9 GR           493.6      (230.9)      387.8
AMERICA'S CAR-MA  CRMT US          493.6      (230.9)      387.8
AMERICA'S CAR-MA  CRMTEUR EU       493.6      (230.9)      387.8
AMERICAN AIRLINE  A1G QT        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL US        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL* MM       60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  A1G GR        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL1USD EU    60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  A1G TH        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  A1G SW        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL1CHF EU    60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  A1G GZ        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL11EUR EU   60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL AV        60,787.0      (636.0)  (11,195.0)
AMERICAN AIRLINE  AAL TE        60,787.0      (636.0)  (11,195.0)
AMERICAN BRIVISI  ABVCD US           7.5        (5.5)      (10.9)
AMYRIS INC        3A01 TH          172.8      (174.4)     (111.5)
AMYRIS INC        AMRS US          172.8      (174.4)     (111.5)
AMYRIS INC        AMRSUSD EU       172.8      (174.4)     (111.5)
AMYRIS INC        3A01 QT          172.8      (174.4)     (111.5)
AMYRIS INC        AMRSEUR EU       172.8      (174.4)     (111.5)
ATLATSA RESOURCE  ATL SJ           139.6      (285.7)     (326.1)
AUTODESK INC      ADSK US        4,808.5      (245.3)     (798.4)
AUTODESK INC      AUD TH         4,808.5      (245.3)     (798.4)
AUTODESK INC      AUD GR         4,808.5      (245.3)     (798.4)
AUTODESK INC      AUD QT         4,808.5      (245.3)     (798.4)
AUTODESK INC      ADSKEUR EU     4,808.5      (245.3)     (798.4)
AUTODESK INC      ADSKUSD EU     4,808.5      (245.3)     (798.4)
AUTODESK INC      ADSK TE        4,808.5      (245.3)     (798.4)
AUTODESK INC      AUD GZ         4,808.5      (245.3)     (798.4)
AUTODESK INC      ADSK AV        4,808.5      (245.3)     (798.4)
AUTODESK INC      ADSK* MM       4,808.5      (245.3)     (798.4)
AUTOZONE INC      AZ5 GR         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZ5 TH         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZOEUR EU      9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZ5 QT         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZO US         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZOUSD EU      9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZO AV         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZ5 TE         9,745.1    (1,594.4)     (337.2)
AUTOZONE INC      AZO* MM        9,745.1    (1,594.4)     (337.2)
AVID TECHNOLOGY   AVID US          299.7      (167.1)        1.4
AVID TECHNOLOGY   AVD GR           299.7      (167.1)        1.4
AYR STRATEGIES I  AYR/A CN         136.4      (286.0)       (5.6)
AYR STRATEGIES I  CBAQF US         136.4      (286.0)       (5.6)
B RILEY - CL A    BRPM US            0.4        (0.0)       (0.4)
B RILEY PRINCIPA  BRPM/U US          0.4        (0.0)       (0.4)
BENEFITFOCUS INC  BNFTEUR EU       341.0       (10.4)      119.3
BENEFITFOCUS INC  BNFT US          341.0       (10.4)      119.3
BENEFITFOCUS INC  BTF GR           341.0       (10.4)      119.3
BEYONDSPRING INC  BYSI US            7.1        (9.4)      (10.6)
BJ'S WHOLESALE C  BJ US          5,210.9      (148.3)     (329.3)
BJ'S WHOLESALE C  8BJ GR         5,210.9      (148.3)     (329.3)
BJ'S WHOLESALE C  8BJ QT         5,210.9      (148.3)     (329.3)
BLUE BIRD CORP    BLBD US          355.4       (77.6)       (2.7)
BLUELINX HOLDING  BXC US         1,089.7       (18.3)      454.7
BOMBARDIER INC-B  BBDBN MM      26,719.0    (4,100.0)      263.0
BRIDGEMARQ REAL   BRE CN           103.3       (38.3)        4.5
BRINKER INTL      EAT US         1,264.1      (814.2)     (284.9)
BRINKER INTL      BKJ GR         1,264.1      (814.2)     (284.9)
BRINKER INTL      BKJ QT         1,264.1      (814.2)     (284.9)
BRINKER INTL      EAT2EUR EU     1,264.1      (814.2)     (284.9)
BRP INC/CA-SUB V  DOO CN         3,358.1      (364.6)     (223.2)
BRP INC/CA-SUB V  B15A GR        3,358.1      (364.6)     (223.2)
BRP INC/CA-SUB V  DOOO US        3,358.1      (364.6)     (223.2)
CADIZ INC         CDZI US           73.9       (81.4)       13.8
CADIZ INC         2ZC GR            73.9       (81.4)       13.8
CANTEX MINE DEV   CD CN              0.9        (4.3)       (4.3)
CATASYS INC       CATS US            7.2       (10.7)       (2.6)
CBDMD INC         YCBD US           94.8       (13.4)       12.3
CDK GLOBAL INC    CDKEUR EU      3,165.8      (475.4)      143.9
CDK GLOBAL INC    C2G TH         3,165.8      (475.4)      143.9
CDK GLOBAL INC    C2G GR         3,165.8      (475.4)      143.9
CDK GLOBAL INC    CDK US         3,165.8      (475.4)      143.9
CDK GLOBAL INC    C2G QT         3,165.8      (475.4)      143.9
CDK GLOBAL INC    CDKUSD EU      3,165.8      (475.4)      143.9
CDK GLOBAL INC    CDK* MM        3,165.8      (475.4)      143.9
CEDAR FAIR LP     FUN US         2,132.5      (109.6)     (108.6)
CEDAR FAIR LP     7CF GR         2,132.5      (109.6)     (108.6)
CHOICE HOTELS     CZH GR         1,173.8      (185.5)      (53.2)
CHOICE HOTELS     CHH US         1,173.8      (185.5)      (53.2)
CINCINNATI BELL   CBBEUR EU      2,649.3      (102.3)     (116.4)
CINCINNATI BELL   CBB US         2,649.3      (102.3)     (116.4)
CINCINNATI BELL   CIB1 GR        2,649.3      (102.3)     (116.4)
CLEAR CHANNEL OU  CCO US         6,325.6    (2,255.8)     (147.2)
CLEAR CHANNEL OU  C7C1 GR        6,325.6    (2,255.8)     (147.2)
CLEAR CHANNEL OU  CCO1EUR EU     6,325.6    (2,255.8)     (147.2)
COGENT COMMUNICA  OGM1 GR          797.0      (164.2)      252.3
COGENT COMMUNICA  CCOI US          797.0      (164.2)      252.3
COHERUS BIOSCIEN  CHRS US          186.1       (38.5)      117.8
COHERUS BIOSCIEN  8C5 GR           186.1       (38.5)      117.8
COHERUS BIOSCIEN  CHRSUSD EU       186.1       (38.5)      117.8
COHERUS BIOSCIEN  8C5 TH           186.1       (38.5)      117.8
COHERUS BIOSCIEN  CHRSEUR EU       186.1       (38.5)      117.8
COHERUS BIOSCIEN  8C5 QT           186.1       (38.5)      117.8
COLGATE-BDR       COLG34 BZ     12,883.0      (210.0)      268.0
COLGATE-CEDEAR    CL AR         12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CPA TH        12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CL EU         12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CLEUR EU      12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CLCHF EU      12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CL* MM        12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CL SW         12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CPA QT        12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CL TE         12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  COLG AV       12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CL US         12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CPA GR        12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CPA GZ        12,883.0      (210.0)      268.0
COLGATE-PALMOLIV  CLUSD SW      12,883.0      (210.0)      268.0
COLUMBIA CARE IN  CGGC-U CN        161.5        (0.9)       (1.9)
COLUMBIA CARE IN  CCOUF US         161.5        (0.9)       (1.9)
COLUMBIA CARE IN  CCHW CN          161.5        (0.9)       (1.9)
COLUMBIA CARE IN  COLXF US         161.5        (0.9)       (1.9)
COMMUNITY HEALTH  CYH1USD EU    16,309.0    (1,085.0)    1,087.0
CYCLERION THERAP  CYCN US            9.8        (7.8)      (16.5)
DELEK LOGISTICS   DKL US           640.2      (141.9)       (4.8)
DELEK LOGISTICS   D6L GR           640.2      (141.9)       (4.8)
DENNY'S CORP      DENN US          422.3      (140.2)      (50.5)
DENNY'S CORP      DE8 GR           422.3      (140.2)      (50.5)
DENNY'S CORP      DENNEUR EU       422.3      (140.2)      (50.5)
DIEBOLD NIXDORF   DLD QT         4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DBD US         4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DBD GR         4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DBD SW         4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DBDEUR EU      4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DBDUSD EU      4,327.3      (274.7)      482.8
DIEBOLD NIXDORF   DLD TH         4,327.3      (274.7)      482.8
DINE BRANDS GLOB  DIN US         2,076.1      (190.8)       19.7
DINE BRANDS GLOB  IHP GR         2,076.1      (190.8)       19.7
DOLLARAMA INC     DR3 GR         2,177.9      (234.1)      421.1
DOLLARAMA INC     DLMAF US       2,177.9      (234.1)      421.1
DOLLARAMA INC     DOL CN         2,177.9      (234.1)      421.1
DOLLARAMA INC     DR3 GZ         2,177.9      (234.1)      421.1
DOLLARAMA INC     DOLEUR EU      2,177.9      (234.1)      421.1
DOLLARAMA INC     DR3 TH         2,177.9      (234.1)      421.1
DOLLARAMA INC     DR3 QT         2,177.9      (234.1)      421.1
DOMINO'S PIZZA    EZV TH         1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    DPZ US         1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    EZV QT         1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    EZV GR         1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    DPZEUR EU      1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    DPZUSD EU      1,148.3    (2,975.2)      178.5
DOMINO'S PIZZA    DPZ AV         1,148.3    (2,975.2)      178.5
DUNKIN' BRANDS G  2DB TH         3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  DNKN US        3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  2DB GR         3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  DNKNUSD EU     3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  2DB GZ         3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  DNKNEUR EU     3,725.4      (691.3)      253.3
DUNKIN' BRANDS G  2DB QT         3,725.4      (691.3)      253.3
EMISPHERE TECH    EMIS US            5.2      (155.3)       (1.4)
EVERI HOLDINGS I  G2C GR         1,632.0       (95.8)        3.3
EVERI HOLDINGS I  G2C TH         1,632.0       (95.8)        3.3
EVERI HOLDINGS I  EVRI US        1,632.0       (95.8)        3.3
EVERI HOLDINGS I  EVRIUSD EU     1,632.0       (95.8)        3.3
EVERI HOLDINGS I  EVRIEUR EU     1,632.0       (95.8)        3.3
EVOFEM BIOSCIENC  EVFM US            3.2       (28.9)      (30.7)
EVOFEM BIOSCIENC  1AQ1 GR            3.2       (28.9)      (30.7)
EVOFEM BIOSCIENC  NEOTEUR EU         3.2       (28.9)      (30.7)
EVOFEM BIOSCIENC  1AQ1 TH            3.2       (28.9)      (30.7)
EVOFEM BIOSCIENC  NEOTUSD EU         3.2       (28.9)      (30.7)
EXELA TECHNOLOGI  XELAU US       1,702.9      (204.3)      (84.6)
FC GLOBAL REALTY  FCRE IT            4.2        (0.6)       (3.2)
FILO MINING CORP  FIL SS            10.9        (5.4)       (5.9)
FORTUNE VALLEY T  FVTI US            0.6        (0.4)       (0.5)
FRONTDOOR IN      FTDR US        1,097.0      (334.0)       (5.0)
FRONTDOOR IN      FTDREUR EU     1,097.0      (334.0)       (5.0)
FRONTDOOR IN      3I5 GR         1,097.0      (334.0)       (5.0)
GOGO INC          GOGO US        1,296.8      (284.0)      220.7
GOGO INC          G0G TH         1,296.8      (284.0)      220.7
GOGO INC          G0G QT         1,296.8      (284.0)      220.7
GOGO INC          GOGOUSD EU     1,296.8      (284.0)      220.7
GOGO INC          GOGOEUR EU     1,296.8      (284.0)      220.7
GOGO INC          G0G GR         1,296.8      (284.0)      220.7
GOOSEHEAD INSU-A  GSHD US           48.4       (31.9)        -
GOOSEHEAD INSU-A  2OX GR            48.4       (31.9)        -
GOOSEHEAD INSU-A  GSHDEUR EU        48.4       (31.9)        -
GRAFTECH INTERNA  EAF US         1,529.7      (881.6)      456.0
GRAFTECH INTERNA  G6G GR         1,529.7      (881.6)      456.0
GRAFTECH INTERNA  G6G TH         1,529.7      (881.6)      456.0
GRAFTECH INTERNA  EAFEUR EU      1,529.7      (881.6)      456.0
GRAFTECH INTERNA  G6G QT         1,529.7      (881.6)      456.0
GRAFTECH INTERNA  EAFUSD EU      1,529.7      (881.6)      456.0
GREEN PLAINS PAR  GPP US           121.4       (73.4)       (3.0)
GREEN PLAINS PAR  8GP GR           121.4       (73.4)       (3.0)
GREENLANE HOLD-A  GNLN US           93.7       (12.7)       28.0
GREENLANE HOLD-A  G67 GR            93.7       (12.7)       28.0
GREENLANE HOLD-A  G67 TH            93.7       (12.7)       28.0
GREENLANE HOLD-A  G67 QT            93.7       (12.7)       28.0
GREENLANE HOLD-A  GNLNUSD EU        93.7       (12.7)       28.0
GREENSKY INC-A    GSKY US          832.7       (73.3)      288.2
H&R BLOCK INC     HRB TH         2,568.8      (213.6)      647.0
H&R BLOCK INC     HRB US         2,568.8      (213.6)      647.0
H&R BLOCK INC     HRB GR         2,568.8      (213.6)      647.0
H&R BLOCK INC     HRB QT         2,568.8      (213.6)      647.0
H&R BLOCK INC     HRBEUR EU      2,568.8      (213.6)      647.0
HANGER INC        HNGR US          752.0       (30.6)       77.2
HCA HEALTHCARE I  2BH TH        43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  HCA US        43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  2BH GR        43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  HCAUSD EU     43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  HCA* MM       43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  HCAEUR EU     43,379.0    (2,255.0)      577.0
HCA HEALTHCARE I  2BH TE        43,379.0    (2,255.0)      577.0
HERBALIFE NUTRIT  HLF US         2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HOO GR         2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HLFEUR EU      2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HOO QT         2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HLFUSD EU      2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HOO SW         2,982.8      (629.1)      304.0
HERBALIFE NUTRIT  HOO GZ         2,982.8      (629.1)      304.0
HEWLETT-CEDEAR    HPQ AR        31,946.0    (1,487.0)   (4,918.0)
HOME DEPOT - BDR  HOME34 BZ     51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD TE         51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD US         51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDI TH        51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDI GR        51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD* MM        51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDEUR EU      51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDI QT        51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDCHF EU      51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDUSD EU      51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD SW         51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDI GZ        51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD AV         51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HDUSD SW      51,515.0    (2,143.0)      880.0
HOME DEPOT INC    HD CI         51,515.0    (2,143.0)      880.0
HOME DEPOT-CED    HDC AR        51,515.0    (2,143.0)      880.0
HOME DEPOT-CED    HD AR         51,515.0    (2,143.0)      880.0
HP COMPANY-BDR    HPQB34 BZ     31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ TE        31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ US        31,946.0    (1,487.0)   (4,918.0)
HP INC            7HP TH        31,946.0    (1,487.0)   (4,918.0)
HP INC            7HP GR        31,946.0    (1,487.0)   (4,918.0)
HP INC            HWP QT        31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQCHF EU     31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQUSD EU     31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ* MM       31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ SW        31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQEUR EU     31,946.0    (1,487.0)   (4,918.0)
HP INC            7HP GZ        31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQUSD SW     31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ AV        31,946.0    (1,487.0)   (4,918.0)
HP INC            HPQ CI        31,946.0    (1,487.0)   (4,918.0)
IHEARTMEDIA-CL A  IHTM US       14,286.0   (11,566.1)      650.5
INDUS HOLDING-SU  INDS CN            0.0        (0.2)       (0.2)
INDUS HOLDING-SU  INDXF US           0.0        (0.2)       (0.2)
INSEEGO CORP      INO QT           177.6       (32.6)       33.4
INSEEGO CORP      INO TH           177.6       (32.6)       33.4
INSEEGO CORP      INSGUSD EU       177.6       (32.6)       33.4
INSEEGO CORP      INSG US          177.6       (32.6)       33.4
INSEEGO CORP      INO GR           177.6       (32.6)       33.4
INSEEGO CORP      INSGEUR EU       177.6       (32.6)       33.4
INSEEGO CORP      INO GZ           177.6       (32.6)       33.4
INSPIRED ENTERTA  INSE US          186.6       (18.4)        6.6
INTERCEPT PHARMA  ICPTUSD EU       438.3       (55.0)      294.5
INTERCEPT PHARMA  I4P TH           438.3       (55.0)      294.5
INTERCEPT PHARMA  I4P QT           438.3       (55.0)      294.5
INTERCEPT PHARMA  ICPT US          438.3       (55.0)      294.5
INTERCEPT PHARMA  I4P GR           438.3       (55.0)      294.5
IRONWOOD PHARMAC  IRWD US          363.5      (237.2)       83.3
IRONWOOD PHARMAC  I76 GR           363.5      (237.2)       83.3
IRONWOOD PHARMAC  IRWDEUR EU       363.5      (237.2)       83.3
IRONWOOD PHARMAC  I76 QT           363.5      (237.2)       83.3
ISRAMCO INC       ISRL US          110.9        (3.7)       (8.7)
ISRAMCO INC       ISRLEUR EU       110.9        (3.7)       (8.7)
ISRAMCO INC       IRM GR           110.9        (3.7)       (8.7)
JACK IN THE BOX   JACK US          832.1      (592.5)      (76.8)
JACK IN THE BOX   JBX GR           832.1      (592.5)      (76.8)
JACK IN THE BOX   JACK1EUR EU      832.1      (592.5)      (76.8)
JACK IN THE BOX   JBX GZ           832.1      (592.5)      (76.8)
JACK IN THE BOX   JBX QT           832.1      (592.5)      (76.8)
KIMBERLY-CEDEAR   KMB AR        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMY GR        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMY TH        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMB US        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMBEUR EU     15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMY QT        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMY SW        15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMBUSD EU     15,204.0       (18.0)   (1,942.0)
KIMBERLY-CLARK    KMY GZ        15,204.0       (18.0)   (1,942.0)
L BRANDS INC      LB US         10,998.2      (897.9)      749.8
L BRANDS INC      LTD TH        10,998.2      (897.9)      749.8
L BRANDS INC      LBEUR EU      10,998.2      (897.9)      749.8
L BRANDS INC      LB* MM        10,998.2      (897.9)      749.8
L BRANDS INC      LTD QT        10,998.2      (897.9)      749.8
L BRANDS INC      LBUSD EU      10,998.2      (897.9)      749.8
L BRANDS INC      LTD GR        10,998.2      (897.9)      749.8
L BRANDS INC      LBRA AV       10,998.2      (897.9)      749.8
LAMB WESTON       LW-WUSD EU     3,111.2       (56.2)      401.4
LAMB WESTON       0L5 GR         3,111.2       (56.2)      401.4
LAMB WESTON       LW-WEUR EU     3,111.2       (56.2)      401.4
LAMB WESTON       0L5 TH         3,111.2       (56.2)      401.4
LAMB WESTON       0L5 QT         3,111.2       (56.2)      401.4
LAMB WESTON       LW US          3,111.2       (56.2)      401.4
LENNOX INTL INC   LII US         2,105.7      (204.8)      303.5
LENNOX INTL INC   LXI TH         2,105.7      (204.8)      303.5
LENNOX INTL INC   LII1USD EU     2,105.7      (204.8)      303.5
LENNOX INTL INC   LII* MM        2,105.7      (204.8)      303.5
LENNOX INTL INC   LXI GR         2,105.7      (204.8)      303.5
LENNOX INTL INC   LII1EUR EU     2,105.7      (204.8)      303.5
LEXICON PHARMACE  LXRXEUR EU       258.5       (45.7)      118.6
LEXICON PHARMACE  LXRXUSD EU       258.5       (45.7)      118.6
LEXICON PHARMACE  LX31 QT          258.5       (45.7)      118.6
LEXICON PHARMACE  LX31 GR          258.5       (45.7)      118.6
LEXICON PHARMACE  LXRX US          258.5       (45.7)      118.6
LIGHTSPEED POS I  LSPD CN           61.2       (33.5)      (10.4)
MCDONALDS - BDR   MCDC34 BZ     46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD US        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD SW        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MDO GR        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD* MM       46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD TE        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MDO TH        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MDO QT        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCDCHF EU     46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCDUSD EU     46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCDEUR EU     46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MDO GZ        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD AV        46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCDUSD SW     46,466.6    (6,550.9)    1,584.8
MCDONALDS CORP    MCD CI        46,466.6    (6,550.9)    1,584.8
MCDONALDS-CEDEAR  MCD AR        46,466.6    (6,550.9)    1,584.8
MCDONALDS-CEDEAR  MCDC AR       46,466.6    (6,550.9)    1,584.8
MEDICINES COMP    MDCOUSD EU       835.9       (75.4)      195.0
MEDICINES COMP    MDCO US          835.9       (75.4)      195.0
MEDICINES COMP    MZN GR           835.9       (75.4)      195.0
MEDICINES COMP    MZN GZ           835.9       (75.4)      195.0
MEDICINES COMP    MZN QT           835.9       (75.4)      195.0
MEDICINES COMP    MZN TH           835.9       (75.4)      195.0
MICHAELS COS INC  MIK US         2,128.3    (1,626.2)      583.0
MICHAELS COS INC  MIM GR         2,128.3    (1,626.2)      583.0
MOTOROLA SOL-CED  MSI AR         9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MOT TE         9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MSI US         9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MTLA GR        9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MTLA TH        9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MTLA QT        9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MSI1EUR EU     9,993.0    (1,090.0)      735.0
MOTOROLA SOLUTIO  MTLA GZ        9,993.0    (1,090.0)      735.0
MSCI INC          MSCI US        3,295.6      (316.5)      457.1
MSCI INC          3HM GR         3,295.6      (316.5)      457.1
MSCI INC          MSCIUSD EU     3,295.6      (316.5)      457.1
MSCI INC          3HM QT         3,295.6      (316.5)      457.1
MSG NETWORKS- A   MSGN US          844.6      (503.3)      205.5
MSG NETWORKS- A   MSGNUSD EU       844.6      (503.3)      205.5
MSG NETWORKS- A   1M4 QT           844.6      (503.3)      205.5
MSG NETWORKS- A   MSGNEUR EU       844.6      (503.3)      205.5
MSG NETWORKS- A   1M4 GR           844.6      (503.3)      205.5
NATHANS FAMOUS    NATH US           91.2       (71.6)       70.7
NATHANS FAMOUS    NFA GR            91.2       (71.6)       70.7
NATHANS FAMOUS    NATHUSD EU        91.2       (71.6)       70.7
NATIONAL CINEMED  NCMI US        1,117.9      (104.7)      111.7
NATIONAL CINEMED  XWM GR         1,117.9      (104.7)      111.7
NATIONAL CINEMED  NCMIEUR EU     1,117.9      (104.7)      111.7
NAVISTAR INTL     IHR TH         7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     IHR GR         7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     NAV US         7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     NAVEUR EU      7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     NAVUSD EU      7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     IHR GZ         7,037.0    (3,813.0)    1,423.0
NAVISTAR INTL     IHR QT         7,037.0    (3,813.0)    1,423.0
NEW ENG RLTY-LP   NEN US           243.2       (38.2)        -
NRC GROUP HOLDIN  NRCG US          394.1       (41.4)       51.2
NRG ENERGY        NRA GR         9,530.0    (1,520.0)    1,513.0
NRG ENERGY        NRA TH         9,530.0    (1,520.0)    1,513.0
NRG ENERGY        NRA QT         9,530.0    (1,520.0)    1,513.0
NRG ENERGY        NRGEUR EU      9,530.0    (1,520.0)    1,513.0
NRG ENERGY        NRG1USD EU     9,530.0    (1,520.0)    1,513.0
NRG ENERGY        NRG US         9,530.0    (1,520.0)    1,513.0
OMEROS CORP       OMER US          101.2      (121.0)       32.4
OMEROS CORP       3O8 GR           101.2      (121.0)       32.4
OMEROS CORP       OMERUSD EU       101.2      (121.0)       32.4
OMEROS CORP       3O8 TH           101.2      (121.0)       32.4
OMEROS CORP       OMEREUR EU       101.2      (121.0)       32.4
ONDAS HOLDINGS I  ONDS US            2.8       (20.7)      (17.2)
OPTIVA INC        OPT CN           122.5       (24.0)       18.9
OPTIVA INC        RKNEF US         122.5       (24.0)       18.9
PAPA JOHN'S INTL  PZZAEUR EU       739.1       (56.6)      (19.2)
PAPA JOHN'S INTL  PZZA US          739.1       (56.6)      (19.2)
PAPA JOHN'S INTL  PP1 GR           739.1       (56.6)      (19.2)
PHILIP MORRIS IN  PM1 EU        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  4I1 GR        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PM US         38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PM1CHF EU     38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PM1 TE        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  4I1 TH        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PMI SW        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PM1EUR EU     38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  4I1 QT        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PMOR AV       38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  4I1 GZ        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PM* MM        38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PMIZ EB       38,042.0   (10,185.0)   (2,745.0)
PHILIP MORRIS IN  PMIZ IX       38,042.0   (10,185.0)   (2,745.0)
PLANET FITNESS-A  PLNT US        1,509.6      (354.0)      283.0
PLANET FITNESS-A  PLNT1USD EU    1,509.6      (354.0)      283.0
PLANET FITNESS-A  3PL TH         1,509.6      (354.0)      283.0
PLANET FITNESS-A  3PL GR         1,509.6      (354.0)      283.0
PLANET FITNESS-A  3PL QT         1,509.6      (354.0)      283.0
PLANET FITNESS-A  PLNT1EUR EU    1,509.6      (354.0)      283.0
PRIORITY TECHNOL  PRTH US          472.1       (85.1)       11.7
PURPLE INNOVATIO  PRPL US           84.4        (2.7)       13.4
REATA PHARMACE-A  RETAEUR EU       331.3        (4.6)      256.3
REATA PHARMACE-A  RETA US          331.3        (4.6)      256.3
REATA PHARMACE-A  2R3 GR           331.3        (4.6)      256.3
RECRO PHARMA INC  RAH GR           181.0       (19.0)       68.1
RECRO PHARMA INC  REPH US          181.0       (19.0)       68.1
RESVERLOGIX CORP  RVX CN            14.4      (156.5)      (64.0)
REVLON INC-A      RVL1 GR        3,041.7    (1,132.2)        9.3
REVLON INC-A      REV US         3,041.7    (1,132.2)        9.3
REVLON INC-A      REVUSD EU      3,041.7    (1,132.2)        9.3
REVLON INC-A      RVL1 TH        3,041.7    (1,132.2)        9.3
REVLON INC-A      REVEUR EU      3,041.7    (1,132.2)        9.3
RH                RH US          1,806.0       (23.0)     (235.5)
RH                RH* MM         1,806.0       (23.0)     (235.5)
RH                RHEUR EU       1,806.0       (23.0)     (235.5)
RH                RS1 GR         1,806.0       (23.0)     (235.5)
RIMINI STREET IN  RMNI US          124.2      (135.8)     (110.6)
ROSETTA STONE IN  RS8 GR           174.8        (9.8)      (71.6)
ROSETTA STONE IN  RST US           174.8        (9.8)      (71.6)
ROSETTA STONE IN  RST1USD EU       174.8        (9.8)      (71.6)
ROSETTA STONE IN  RST1EUR EU       174.8        (9.8)      (71.6)
SALLY BEAUTY HOL  S7V GR         2,092.6      (145.1)      753.4
SALLY BEAUTY HOL  SBHEUR EU      2,092.6      (145.1)      753.4
SALLY BEAUTY HOL  SBH US         2,092.6      (145.1)      753.4
SBA COMM CORP     SBACEUR EU     9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     4SB GR         9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     SBAC US        9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     SBACUSD EU     9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     4SB GZ         9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     SBAC* MM       9,312.8    (3,302.8)   (1,104.1)
SBA COMM CORP     SBJ TH         9,312.8    (3,302.8)   (1,104.1)
SCIENTIFIC GAMES  SGMS US        8,837.0    (2,423.0)      660.0
SCIENTIFIC GAMES  SGMSUSD EU     8,837.0    (2,423.0)      660.0
SCIENTIFIC GAMES  TJW GR         8,837.0    (2,423.0)      660.0
SCIENTIFIC GAMES  TJW TH         8,837.0    (2,423.0)      660.0
SCIENTIFIC GAMES  TJW GZ         8,837.0    (2,423.0)      660.0
SEALED AIR CORP   SDA GR         5,155.0      (292.4)       74.1
SEALED AIR CORP   SEE US         5,155.0      (292.4)       74.1
SEALED AIR CORP   SDA QT         5,155.0      (292.4)       74.1
SEALED AIR CORP   SEE1EUR EU     5,155.0      (292.4)       74.1
SEALED AIR CORP   SDA TH         5,155.0      (292.4)       74.1
SHELL MIDSTREAM   49M GR         1,915.0      (254.0)      246.0
SHELL MIDSTREAM   49M TH         1,915.0      (254.0)      246.0
SHELL MIDSTREAM   SHLX US        1,915.0      (254.0)      246.0
SHELL MIDSTREAM   SHLXUSD EU     1,915.0      (254.0)      246.0
SILK ROAD MEDICA  SILK US           38.7       (52.8)       18.3
SILK ROAD MEDICA  2OW GR            38.7       (52.8)       18.3
SILK ROAD MEDICA  2OW GZ            38.7       (52.8)       18.3
SILK ROAD MEDICA  SILKEUR EU        38.7       (52.8)       18.3
SILK ROAD MEDICA  2OW TH            38.7       (52.8)       18.3
SILK ROAD MEDICA  SILKUSD EU        38.7       (52.8)       18.3
SINO UNITED WORL  SUIC US            0.1        (0.1)       (0.1)
SIX FLAGS ENTERT  6FE GR         2,724.9      (239.9)     (308.6)
SIX FLAGS ENTERT  SIXEUR EU      2,724.9      (239.9)     (308.6)
SIX FLAGS ENTERT  SIXUSD EU      2,724.9      (239.9)     (308.6)
SIX FLAGS ENTERT  SIX US         2,724.9      (239.9)     (308.6)
SLEEP NUMBER COR  SNBR US          770.7      (124.6)     (399.8)
SLEEP NUMBER COR  SL2 GR           770.7      (124.6)     (399.8)
SLEEP NUMBER COR  SNBREUR EU       770.7      (124.6)     (399.8)
STARBUCKS CORP    SRB GR        17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SRB TH        17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX* MM      17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SRB QT        17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUXCHF EU    17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX SW       17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX IM       17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX US       17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SRB GZ        17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX AV       17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX TE       17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUXEUR EU    17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUXUSD SW    17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUXUSD EU    17,641.9    (5,035.2)     (321.1)
STARBUCKS CORP    SBUX CI       17,641.9    (5,035.2)     (321.1)
STARBUCKS-BDR     SBUB34 BZ     17,641.9    (5,035.2)     (321.1)
STARBUCKS-CEDEAR  SBUX AR       17,641.9    (5,035.2)     (321.1)
STEALTH BIOTHERA  S1BA GR           15.5      (175.3)      (27.3)
STEALTH BIOTHERA  MITO US           15.5      (175.3)      (27.3)
SUNPOWER CORP     S9P2 GR        2,307.7      (221.5)      190.3
SUNPOWER CORP     SPWR US        2,307.7      (221.5)      190.3
SUNPOWER CORP     S9P2 TH        2,307.7      (221.5)      190.3
SUNPOWER CORP     S9P2 QT        2,307.7      (221.5)      190.3
SUNPOWER CORP     S9P2 SW        2,307.7      (221.5)      190.3
SUNPOWER CORP     SPWREUR EU     2,307.7      (221.5)      190.3
SUNPOWER CORP     SPWRUSD EU     2,307.7      (221.5)      190.3
TAUBMAN CENTERS   TU8 GR         4,451.4      (331.9)        -
TAUBMAN CENTERS   TCO US         4,451.4      (331.9)        -
TRANSDIGM GROUP   TDG US        17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   T7D GR        17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   TDG* MM       17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   T7D TH        17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   TDGUSD EU     17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   T7D QT        17,797.2    (1,482.2)    3,869.3
TRANSDIGM GROUP   TDGEUR EU     17,797.2    (1,482.2)    3,869.3
TRANSMEDICS GROU  TMDX US           42.2        (4.8)       22.2
TRIUMPH GROUP     TG7 GR         2,854.6      (573.3)      265.8
TRIUMPH GROUP     TGI US         2,854.6      (573.3)      265.8
TRIUMPH GROUP     TGIEUR EU      2,854.6      (573.3)      265.8
TUPPERWARE BRAND  TUP GR         1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP US         1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP QT         1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP1USD EU     1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP GZ         1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP TH         1,438.8      (184.0)     (141.3)
TUPPERWARE BRAND  TUP1EUR EU     1,438.8      (184.0)     (141.3)
UNISYS CORP       USY1 TH        2,484.5    (1,282.5)      345.4
UNISYS CORP       USY1 GR        2,484.5    (1,282.5)      345.4
UNISYS CORP       UIS US         2,484.5    (1,282.5)      345.4
UNISYS CORP       UIS1 SW        2,484.5    (1,282.5)      345.4
UNISYS CORP       UISEUR EU      2,484.5    (1,282.5)      345.4
UNISYS CORP       UISCHF EU      2,484.5    (1,282.5)      345.4
UNISYS CORP       USY1 GZ        2,484.5    (1,282.5)      345.4
UNISYS CORP       USY1 QT        2,484.5    (1,282.5)      345.4
UNISYS CORP       UIS EU         2,484.5    (1,282.5)      345.4
UNITI GROUP INC   UNIT US        4,697.3    (1,463.5)        -
UNITI GROUP INC   8XC GR         4,697.3    (1,463.5)        -
UNITI GROUP INC   CSALUSD EU     4,697.3    (1,463.5)        -
UNITI GROUP INC   8XC TH         4,697.3    (1,463.5)        -
VALVOLINE INC     VVVUSD EU      1,914.0      (298.0)      343.0
VALVOLINE INC     0V4 TH         1,914.0      (298.0)      343.0
VALVOLINE INC     VVVEUR EU      1,914.0      (298.0)      343.0
VALVOLINE INC     0V4 GR         1,914.0      (298.0)      343.0
VALVOLINE INC     0V4 QT         1,914.0      (298.0)      343.0
VALVOLINE INC     VVV US         1,914.0      (298.0)      343.0
VANTAGE DRILL-UT  VTGGF US       1,107.9      (112.5)      228.5
VECTOR GROUP LTD  VGR US         1,429.2      (590.1)      324.7
VECTOR GROUP LTD  VGR GR         1,429.2      (590.1)      324.7
VECTOR GROUP LTD  VGR QT         1,429.2      (590.1)      324.7
VECTOR GROUP LTD  VGREUR EU      1,429.2      (590.1)      324.7
VECTOR GROUP LTD  VGRUSD EU      1,429.2      (590.1)      324.7
VERISIGN INC      VRSN US        1,919.7    (1,406.1)      374.0
VERISIGN INC      VRS GR         1,919.7    (1,406.1)      374.0
VERISIGN INC      VRS TH         1,919.7    (1,406.1)      374.0
VERISIGN INC      VRS QT         1,919.7    (1,406.1)      374.0
VERISIGN INC      VRSN* MM       1,919.7    (1,406.1)      374.0
VERISIGN INC      VRS SW         1,919.7    (1,406.1)      374.0
VERISIGN INC      VRSNEUR EU     1,919.7    (1,406.1)      374.0
VERISIGN INC      VRS GZ         1,919.7    (1,406.1)      374.0
W&T OFFSHORE INC  UWV GR           842.5      (372.6)       14.6
W&T OFFSHORE INC  WTI1EUR EU       842.5      (372.6)       14.6
W&T OFFSHORE INC  WTI US           842.5      (372.6)       14.6
WAYFAIR INC- A    W US           2,113.9      (479.1)     (112.0)
WAYFAIR INC- A    1WF GR         2,113.9      (479.1)     (112.0)
WAYFAIR INC- A    WEUR EU        2,113.9      (479.1)     (112.0)
WAYFAIR INC- A    1WF QT         2,113.9      (479.1)     (112.0)
WEIGHT WATCHERS   WW6 GR         1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WW US          1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WTWEUR EU      1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WW6 QT         1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WW6 TH         1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WTWUSD EU      1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WW6 GZ         1,526.2      (815.1)      (44.7)
WEIGHT WATCHERS   WTW AV         1,526.2      (815.1)      (44.7)
WESTERN UNIO-BDR  WUNI34 BZ      9,432.0      (374.2)      190.9
WESTERN UNION     W3U TH         9,432.0      (374.2)      190.9
WESTERN UNION     WU* MM         9,432.0      (374.2)      190.9
WESTERN UNION     W3U GR         9,432.0      (374.2)      190.9
WESTERN UNION     W3U QT         9,432.0      (374.2)      190.9
WESTERN UNION     WU US          9,432.0      (374.2)      190.9
WESTERN UNION     WUUSD EU       9,432.0      (374.2)      190.9
WESTERN UNION     WUEUR EU       9,432.0      (374.2)      190.9
WESTERN UNION     W3U GZ         9,432.0      (374.2)      190.9
WIDEOPENWEST INC  WOW US         2,462.2      (284.2)      (97.6)
WIDEOPENWEST INC  WOW1EUR EU     2,462.2      (284.2)      (97.6)
WIDEOPENWEST INC  WU5 QT         2,462.2      (284.2)      (97.6)
WIDEOPENWEST INC  WU5 GR         2,462.2      (284.2)      (97.6)
WINGSTOP INC      WING US          151.5      (220.5)        5.4
WINGSTOP INC      EWG GR           151.5      (220.5)        5.4
WINGSTOP INC      WING1EUR EU      151.5      (220.5)        5.4
WINMARK CORP      WINA US           46.8       (21.5)        6.9
WINMARK CORP      GBZ GR            46.8       (21.5)        6.9
WYNDHAM DESTINAT  WD5 TH         7,370.0      (584.0)      525.0
WYNDHAM DESTINAT  WD5 QT         7,370.0      (584.0)      525.0
WYNDHAM DESTINAT  WYNEUR EU      7,370.0      (584.0)      525.0
WYNDHAM DESTINAT  WD5 GR         7,370.0      (584.0)      525.0
WYNDHAM DESTINAT  WYND US        7,370.0      (584.0)      525.0
YELLOW PAGES LTD  Y CN             418.5      (106.1)       82.7
YRC WORLDWIDE IN  YRCWUSD EU     1,928.8      (349.5)       14.9
YUM! BRANDS INC   TGR TH         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   TGR GR         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUMEUR EU      4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   TGR QT         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUM SW         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUM* MM        4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUM US         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   TGR GZ         4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUMUSD SW      4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUMUSD EU      4,744.0    (7,904.0)     (141.0)
YUM! BRANDS INC   YUM AV         4,744.0    (7,904.0)     (141.0)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***