/raid1/www/Hosts/bankrupt/TCR_Public/181225.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, December 25, 2018, Vol. 22, No. 358

                            Headlines

ACME PROCESSORS: U.S. Trustee Unable to Appoint Committee
AMC ENTERTAINMENT: Fitch Withdraws B IDR for Commercial Reasons
APC AUTOMOTIVE: Moody's Lowers CFR to Caa1, Outlook Negative
ARBOR PHARMACEUTICALS: S&P Lowers ICR to 'B', Outlook Stable
ASHFIELD ACTIVE: Fitch Affirms BB on $121.05MM 2017A Bonds

BALLINGER CITY: Moody's Cuts Issuer Ratings to Ba2, Outlook Neg.
BETHUNE-COOKMAN UNIVERSITY: Fitch Cuts 2010 Bonds Rating to CCC+
BLACK BOX: AGC to Increase Its Offer Price to $1.10 Per Share
CAMBER ENERGY: Clarifies Terms of 1-for-25 Reverse Stock Split
CAMBER ENERGY: Sets Feb. 19 as Annual Meeting Date

CARLYLE GLOBAL 2012-3: S&P Rates $24MM Cl. D-R2 Notes 'BB-'
CBL & ASSOCIATES: Fitch Lowers LT IDR to BB-, Outlook Negative
CDS US: Moody's Lowers CFR to B3 & Alters Outlook to Stable
CELADON GROUP: Dismisses BKD LLP as Accountants
CHECKOUT HOLDING: Files Prepackaged Chapter 11 Reorganization Plan

COOK COUNTY SD 169: S&P Affirms BB+ Rating on GO Bonds
CORALVILLE, IA: S&P Lowers GO Bonds Rating to BB+, Outlook Stable
DELPHI TECHNOLOGIES: Fitch Affirms BB LT IDR, Outlook Stable
DIGICERT PARENT: Fitch Lowers LT IDR to B+, Outlook Stable
DIOCESE OF WINONA: U.S. Trustee Forms 5-Member Committee

DOYLESTOWN HOSPITAL: Moody's Lowers Rating on $93MM Debt to Ba1
EASTMAN KODAK: General Counsel Quits to Pursue a New Opportunity
ECONO CAR: U.S. Trustee Unable to Appoint Committee
ELWOOD ENERGY: S&P Affirms BB+ Rating on Sr. Secured Debt
FANNIE MAE: George Haywood Quits from Board of Directors

FINCO I LLC: S&P Alters Outlook to Stable & Affirms 'BB' ICR
FLEXENTIAL INTERMEDIATE: S&P Lowers ICR to to 'B-', Outlook Stable
FOMO GLASS: Unsecured Claims Total $19K Under Plan
GIGA WATT: U.S. Trustee Forms 2-Member Committee
GIGA-TRONICS INC: Extends Loan Maturity to Nov. 1, 2019

GLANSAOL HOLDINGS: Jan. 3 Meeting Set to Form Creditors' Panel
GLASS MOUNTAIN: Moody's Lowers CFR to B3, Outlook Stable
HELIOS AND MATHESON: Will Appeal Nasdaq's Delisting Decision
HELIX GEN: S&P Cuts Issuer Credit Rating to 'BB-', Outlook Stable
INPIXON: Extends Rights Offering Period to January 11, 2019

INRETAIL REAL ESTATE: Fitch Afirms BB+ LT IDRs, Outlook Stable
INTEGRO PARENT: Moody's Affirms B3 CFR, Outlook Stable
JONES ENERGY: CEO Will Receive a $123,750 Performance Bonus
LAS AMERICAS: Jan. 11 Hearing on Approval of Disclosure Statement
NATIONAL MENTOR: Moody's Puts B1 CFR on Review for Downgrade

NEOVASC INC: Receives ISO 13485: 2016 Certification
OCEANEERING INTERNATIONAL: S&P Lowers ICR to BB+, Outlook Negative
OWENS & MINOR: Fitch Lowers LT IDR to B-, Outlook Still Negative
PIER 1 IMPORTS: Moody's Alters Outlook on Caa1 CFR to Negative
PIER 1 IMPORTS: S&P Lowers ICR to 'CCC+' on Poor Performance

PRINCESS YENENGA: U.S. Trustee Unable to Appoint Committee
QUOTIENT LIMITED: Will Supply Reagent Products to Ortho-Clinical
REALTEX CONSTRUCTION: Files Chapter 11 Plan of Liquidation
RICK & RICH: Case Summary & 20 Largest Unsecured Creditors
RITCHIE BROS: Moody's Raises CFR to Ba2, Outlook Stable

RODAN & FIELDS: S&P Alters Outlook to Negative & Affirms 'BB-' ICR
SANDRA W RUTHERFORD: U.S. Trustee Unable to Appoint Committee
SCANA CORP: Moody's Alters Outlook to Pos. & Affirms Ba1 Rating
ST. ANNE'S RETIREMENT: Fitch Affirms BB+ on $16.9MM Rev. Bonds
STEARNS HOLDINGS: S&P Lowers Long-Term ICR to 'CCC+', Outlook Neg.

TRAVERSE MIDSTREAM: Moody's Lowers CFR to B2, Outlook Stable
VANGUARD NATURAL: Dunlevy Replaces Citarrella as Board Chairman
WARTBURG COLLEGE: Fitch Alters Outlook on BB- Rev. Bonds to Stable
WEATHERFORD INT'L: Moody's Lowers CFR to Caa2, Outlook Negative
WENDY'S COMPANY: Egan-Jones Hikes Senior Unsecured Ratings to B+

WHAT'S YOUR SIGN: U.S. Trustee Unable to Appoint Committee

                            *********

ACME PROCESSORS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Acme Processors Inc. as of Dec. 19,
according to a court docket.

                    About Acme Processors Inc.

Acme Processors Inc. operates a recycling center at 9950 NW 116th
Way Miami, Florida.

Acme Processors sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23335) on October 26,
2018.  At the time of the filing, the Debtor disclosed $2,375,607
in assets and $667,023 in liabilities.  

The case has been assigned to Judge Mindy A. Mora.  The Debtor
tapped Shraiberg, Landau & Page, P.A. as its legal counsel.


AMC ENTERTAINMENT: Fitch Withdraws B IDR for Commercial Reasons
---------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for AMC
Entertainment Holdings, Inc. and Carmike Cinemas, Inc., its wholly
owned subsidiary, including the Issuer Default Rating (IDR) at 'B'.
The Rating Outlook is Stable. Approximately $5.5 billion of debt
outstanding is affected by Fitch's rating action.

Fitch is withdrawing AMC's ratings for commercial reasons. Fitch
reserves the right in its sole discretion to withdraw or maintain
any rating at any time for any reason it deems sufficient.

KEY RATING DRIVERS

The company's 'B' Long-Term IDR reflects:

Key Promotion Window for Studios: AMC's ratings reflect Fitch's
belief that theatre exhibition will continue to be a key promotion
window for the movie studios' tent-pole releases.

Aggressive Financial Policy: AMC issued $600 million in convertible
senior notes to Silver Lake in September 2018. The ratings
incorporate management's tolerance to increase leverage to
repurchase 24 million of Wanda's Class B common shares and fund a
USD161 million special dividend. Fitch-calculated gross adjusted
leverage increased to roughly 6.8x (5.9x unadjusted) for the LTM
period ended Sept. 30, 2018, up from 6.5x (5.2x unadjusted) in the
previous quarter. Year-to-date, management also sold roughly USD550
million in noncore assets and used the proceeds to support capex on
theatre upgrades, shareholder returns (dividends and share
repurchases) and modest debt reduction.

Potential IPO of European Assets: AMC is also exploring a potential
IPO of its European assets. This could provide a more meaningful
opportunity for deleveraging. However, Fitch has not incorporated
this event into its rating case.

Solid 2018 Box Office: Domestic box office receipts of $11.1
billion were up roughly 9% YTD relative to the same period in 2017
and have already surpassed full year 2017 total domestic box office
receipts of $10.2 billion. Despite a likely weaker Q418 owing to
tough comparables, Fitch expects mid-single-digit growth in
domestic box office receipts for full year 2018. Fitch notes that
three titles released thus far topped USD600 million in domestic
box office receipts including "Black Panther" (USD700 million),
"Avengers: Infinity War" (USD679 million) and "Incredibles 2"
(USD609 million). European box office receipts in the Odeon and
Nordic circuits were negatively affected by poor weather and the
FIFA World Cup airing over the summer and temporary screen closures
from renovations. AMC has been generally outperforming the industry
in these regions.

Negative FCF: FCF was negative USD169 million for the LTM ended
Sept. 30, 2018, relatively in-line with the negative USD173 million
in fiscal 2017 and negative USD70 million for fiscal 2016. Despite
stronger domestic box office performance and the resulting positive
impact to operating results, capital expenditures remain elevated.
Incrementally, AMC's USD161 million special dividend further
pressured FCF for the LTM period.

Fitch expects FCF will remain volatile over the rating horizon
driven by AMC's capex plans to upgrade theatres in the U.S.
(primarily the Carmike Cinemas Inc. circuit) and internationally
(upgrades in Odeon and new builds in Nordic territories). Fitch
anticipates that premium investment in reseating initiatives will
peak in 2018-2019, after which AMC will again generate modest
positive FCF. AMC's liquidity is supported by USD330 million of
cash (as of September 2018) and USD211 million availability on its
revolving credit facility, which is sufficient to cover minimal
amortization payments on its term loan. Odeon also had a GBP100.0
million (USD130.0 million) revolver, of which USD104.2 million was
available.

Increasing Competitive Threats: The ratings factor in the
intermediate- to long-term risks associated with increased
competition from at-home entertainment media, limited control over
revenue trends, shrinking film distribution windows and increasing
indirect competition from other distribution channels (video on
demand [VOD], over the top [OTT] and streaming services). For the
long term, Fitch continues to expect that the movie exhibitor
industry will be challenged in growing attendance, and any
potential attendance declines will offset some of the growth in
average ticket prices and concessions.

Faster Video on Demand Risk: While a premium VOD (PVOD) window
being introduced over the intermediate term is a possibility as it
is supported by some of the larger studios, Fitch views it as less
likely over the near term given Disney's support for the theatre
exhibition window and its pending acquisition of Fox's content
assets. Disney continues to capture an outsized portion of domestic
box office receipts (nearly 27% YTD) and the acquisition of the Fox
assets will strengthen its position in filmed entertainment.

Fitch believes that the introduction of a PVOD window less than 45
days after theatrical release poses a threat to movie exhibitors'
attendance. However, Fitch believes this plan would most likely be
more suitable for lower-budget films with targeted demographics
rather than franchises. Also, Fitch believes it is more likely that
studios will need to negotiate with exhibitors, and a potential
revenue sharing agreement could help offset any declines in
attendance.

AMC's Subscription Plan Supports Attendance: AMC launched its own
subscription service offering, "Stubs A-List" in June 2018. Fitch
does not anticipate that the program will have any material impact
to AMC's credit metrics. Fitch believes the implementation of the
program could help offset any fluctuation in attendance levels from
the operational missteps at competing subscription service
provider, MoviePass (three million subscribers as of August 2018).
Additionally, Fitch views the subscription plans positively as it
could support theatre attendance amidst secular headwinds.

Stubs A-List subscriber growth has outpaced management expectations
with roughly 500,000 paid subscribers as of Nov. 5th (within 4.5
months of launch). At the time of the Stubs A-List introduction in
June 2018, AMC had guided to 500,000 paid subscribers at the
one-year anniversary of the service offering. Management expects
that initial launch costs will pose a USD10 million-USD15 million
drag on EBITDA in the back half of 2018. The economic impact going
forward will fluctuate depending on subscriber penetration.
Management has guided to an incremental USD15 million-USD25 million
in annual EBITDA for every million Stubs A-List subscribers based
on the assumption of 2.5 movie visits per month per subscriber.

Dependent on Film Studios' Product: AMC and its peers rely on the
quality, quantity and timing of movie product, all of which are
factors out of management's control.

DERIVATION SUMMARY

AMC's ratings incorporate the company's size and scale as the
largest theatre exhibitor worldwide offset by high and elevated
leverage following management's aggressive financial policies.
AMC's ratings also reflect Fitch's expectation of volatile FCF
generation as AMC focuses on theatre upgrades in the acquired
Carmike Cinemas, Inc. and Odeon circuits. AMC's FCF was negative
USD169 million for LTM Sept. 30, 2018 and negative USD173 million
in fiscal 2017. Credit protection metrics are weaker than similarly
rated 'B' peers.

KEY ASSUMPTIONS

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

  -- 2018 results reflect the impact of the Nordic acquisition
(which closed in March 2017);

  -- 2018 revenues also incorporate the following: domestic
industry box office receipts up mid-single-digits yoy, domestic
attendance levels up mid-single-digits and domestic average ticket
prices relatively flat, reflecting mix shift toward value tickets
(e.g. USD5 Tuesdays). Fitch expects that AMC's European industry
box office will likely underperform due to weaker title
performance. Fitch also expects concession revenue per patron to
grow in the low-single-digit range over the rating case;

  -- EBITDA margins improving due to better top-line performance,
cost synergies and other cost-cutting measures; Capex in line with
management guidance for 2018 including gross capex in the range of
USD600 million-USD650 million. Fitch expects capex related to
theatre upgrades to remain elevated through 2019 as AMC implements
its reseating plans in the acquired Carmike and Odeon circuits, as
well as its legacy circuit;

  -- Fitch expects FCF will remain negative over the near term,
driven by investments in premium seating;

  -- NCM share sale and other nonstrategic asset sale proceeds are

used to support investments and shareholder returns;

  -- Silver Lake investment of USD600 million convertible senior
unsecured notes in 2018 is used to fund Wanda share repurchase
(USD421 million) and special dividend (USD161 million);

  -- Fitch does not include an IPO of the European assets in its
rating case;

  -- Adjusted gross leverage of 6.9x (6.0x on an unadjusted basis)
at fiscal year-end 2018. Fitch forecasts just modest improvement in
leverage driven by EBITDA growth.

Recovery Assumptions and Considerations:

  -- Fitch's recovery analysis assumes that AMC would be considered
a going concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch assumes a 10%
administrative claim;

  -- Fitch incorporates the following considerations into its
recovery ratings: (1) the USD1.4 billion of AMCEH senior secured
credit facilities are guaranteed by the company's wholly-owned
domestic subsidiaries; (2) the USD230 million Carmike senior
secured notes are guaranteed by parent AMCEH; (3) Carmike is a
subsidiary of American Multi-Cinema, Inc., which guarantees the
AMCEH senior secured credit facilities, thus allowing the Carmike
assets to provide upstream guarantee to the AMCEH senior secured
credit facilities; (4) the USD2.7 billion of AMCEH senior unsecured
subordinated notes are guaranteed on a subordinated basis by AMC's
wholly owned domestic subsidiaries;

  -- AMC's international assets, consisting primarily of the
company's acquired Odeon and Nordic circuit, do not guarantee AMCEH
senior secured credit facilities or the AMCEH senior unsecured
subordinated notes;

  -- Fitch assumes full draw on the AMCEH revolving credit facility
of USD225 million;

  -- Fitch estimates an adjusted, distressed enterprise valuation
for AMC's domestic circuit of USD2.3 billion using a 5x multiple.
An enterprise value multiple of 5x is used to calculate a
post-reorganization valuation, below the 5.5x median TMT emergence
enterprise value/EBITDA multiple. This lower multiple considers the
following factors: (1) The lower multiple is supported by Fitch's
belief that movie exhibitors have limited tangible asset value; (2)
historical trading multiples (EV/EBITDA) for theatre peers is in a
range of 7x-9x; (3) recent transaction multiples in the rage of 9x
(Cineworld Group PLC acquired U.S. theatre circuit Regal
Entertainment Group for USD5.8 billion in February 2018 for an LTM
EBITDA purchase price multiple of roughly 9.0x. AMC purchased
domestic circuit Carmike for USD1.1 billion in December 2016 for a
purchase price multiple of 9.2x and AMC purchased international
circuit Odeon and UCI for USD1.2 billion in November 2016 at a
purchase price multiple of 9.1x); (4) Fitch's going-concern
domestic circuit EBITDA of USD460 million reflects the impact of a
cyclical downturn from a poor quality film slate and secular
pressures on attendance levels resulting in the closure of theatres
and the high operating leverage of the business model;

  -- Fitch estimates an adjusted, distressed enterprise valuation
for AMC's European circuit of roughly USD723 million using a 5x
enterprise value multiple and a going-concern international EBITDA
of roughly USD145 million. Fitch assumes a full draw on the Odeon
revolving credit facility (multicurrency) of GBP100 million (USD130
million);

  -- For Fitch's recovery analysis, leases are a key consideration.
While Fitch does not assign recovery ratings for the company's
operating lease obligations, it is assumed the company rejects only
30% of its USD7.0 billion (calculated at a net present value) in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values. This incorporates the importance of the
leased space to the core business prospects as a going concern.
Fitch also includes all of AMC's capital leases as unsecured
obligations in the recovery;

  -- Fitch includes the newly issued USD600 million of convertible
senior unsecured notes in its recovery analysis. The notes rank
junior to the secured credit facilities, but senior to the
subordinated notes;

  -- The recovery analysis results in a 'BB' issue rating on the
AMCEH senior secured credit facilities and Carmike secured notes
and a Recovery Rating of 'RR1'. The recovery results in a 'CCC+'
issue rating on the AMCEH senior subordinated notes and a Recovery
Rating of 'RR6';

  -- Fitch does not rate the convertible senior unsecured notes
held by Silver Lake.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawals.

LIQUIDITY

Liquidity is supported by roughly USD330 million in balance sheet
cash. The company also has a USD225.0 million revolving credit
facility, of which USD211 million was available as of Sept. 30,
2018. Odeon also had a GBP100.0 million (USD130.0 million)
revolver, of which USD104.2 million was available. Fitch believes
that the company's liquidity is adequate to cover minimal
amortization payments on its term loan. FCF was negative USD169
million for the LTM period ending Sept. 30, 2018, reflecting
elevated capital expenditures and the USD161 million special
dividend paid during 3Q'18.

Fitch believes the investments made by AMC and its peers to improve
the patron's experience are prudent. For 2018, the company expects
USD600 million-USD650 million of gross capex (USD450 million-USD500
million on a net basis, including expected landlord contributions
of USD140 million-USD150 million). Notably, roughly USD150 million
of the company's annual capex is for maintenance, with the
remainder being primarily for theatre upgrades. Since 2017, AMC has
monetized noncore assets of roughly USD500 million through a
combination of sale leaseback transactions, the divestiture of its
stake in National Cinemedia LLC (NCM) and Open Road Releasing, LLC.


These asset sales proceeds supported reseating initiatives,
shareholder returns and debt reduction. AMC's board of directors
authorized a USD100 million share repurchase program in August 2017
to be completed over a two-year period. As of Sept. 30, 2018, USD44
million remains available for repurchase under this program.

Fitch expects FCF will remain volatile over the rating horizon
owing to AMCs capex plans to upgrade theatres. Fitch anticipates
that premium investment in reseating initiatives will peak in
2018-2019, after which AMC will again generate modest positive
FCF.

AMC had roughly USD5.5 billion in total debt as of Sept. 30, 2018,
with the vast majority at parent AMCEH including USD1.3 billion of
debt outstanding under the senior secured credit facilities and
USD2.7 billion in senior subordinated notes. AMC also had USD230
million of senior secured notes that it assumed with the Carmike
acquisition. The Carmike 6.0% senior secured notes are obligations
of a wholly owned subsidiary and benefit from a guarantee from AMC.
The AMCEH secured credit facilities and subordinated notes are
guaranteed by AMC's domestic wholly owned operating subsidiaries.
International assets, including Odeon and Nordic, do not provide
any guarantee of the AMCEH debt. The Odeon revolving credit
facility is secured by assets located in England and Wales. AMC
also had outstanding $600 million of convertible senior notes held
by Silver Lake which were issued in September 2018.

FULL LIST OF RATING ACTIONS

Fitch has affirmed and withdrawn the following ratings:

AMC Entertainment Holdings Inc. (AMCEH):

  -- Long-Term IDR at 'B';

  -- Senior secured credit facilities at 'BB'/'RR1';

  -- Senior subordinated notes at 'CCC+'/'RR6'.

Carmike Cinemas, Inc. (Carmike):

  -- Long-Term IDR at 'B';

  -- Senior secured notes due 2023 at 'BB'/'RR1'.


APC AUTOMOTIVE: Moody's Lowers CFR to Caa1, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded APC Automotive Technologies,
LLC Corporate Family Rating (CFR) to Caa1 from B3, its Probability
of Default Rating to Caa1-PD from B3-PD and the senior secured
first lien term loan rating to B3 from B2. The outlook remains
negative.

"As the company works through streamlining its cost structure while
facing a number of challenges, including competitive pressure,
footprint rationalization, customers' varying demand, and prospects
of worsening trade tensions with China, APC's path to debt
reduction is uncertain, absent any meaningful customer wins," said
Inna Bodeck, Moody's lead analyst for the company. "The cost to
service debt along with the necessary investments to improve the
operations will pressure APC's free cash flow. However, the lack of
near dated debt maturities and excess availability under its
revolver, provide APC with time to address its operational
difficulties."

Moody's took the following rating actions for APC Automotive
Technologies, LLC:

Corporate Family Rating, downgraded to Caa1 from B3

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

$315 million senior secured first lien term loan due 2024,
downgraded to B3 (LGD3) from B2 (LGD3)

Outlook actions:

Outlook, remains Negative

RATINGS RATIONALE

The Caa1 CFR reflects APC's very high leverage (10.6x as of LTM
9/30/2018 incorporating Moody's standard adjustments and accounts
receivable program), poor interest coverage (0.8x as of LTM
9/30/2018), insufficient progress in making operating improvements,
limited track record operating as one company, exposure to cyclical
end markets and significant customer concentration. The company
continues to manage the operating challenges and Moody's believes
that the improvements needed to be implemented will pressure
liquidity. This will make it challenging for the company to pay
down its debt beyond the mandatory term loan amortization.
Currently, the company has approximately $25 million drawn on its
revolving credit facility and Moody's does not anticipate it will
increase its reliance on the revolver, absent any restructuring
charges, over the next 12 to 18 months. APC, however, does have a
good niche market position in its top two products and benefits
from the relative stability of the aftermarket revenue. Moody's
believes that the company's revenue growth will be in low single
digits but that the earnings are vulnerable competition and
changing customer demand as well as to the potential tariff
increases on Chinese imports. As a result, Moody's anticipates that
APC's debt-to-EBITDA leverage will remain high over the next 12
months. However, the company's first debt maturity is not until May
2022 when its $75 million asset-based revolving facility expires
giving it some time to effectuate a turnaround.

The negative outlook reflects its view that the company will be
challenged to experience meaningful growth and profitability in
order to reduce its debt. Moody's believes that potential
additional tariffs on imported goods from China increases the risk
of additional pressure on the company's operating performance and
EBITDA.

The ratings could be downgraded if the company is unable to improve
EBITDA and free cash flow generation due to the unexpected
challenges in the operating environment or due to continued
operational issues. A worsened liquidity profile, increased
potential for a distressed exchange or other default, or reduction
in debt recovery expectations could also result in a downgrade.

The ratings could be upgraded if the company improves its operating
performance and realizes sufficient sustained improvements in
earnings, including disciplined move to Mexico with achievement of
planned synergies such that debt/EBITDA is reduced to below 6.0x.
An upgrade would also require improved free cash flow generation
and the maintenance of at least adequate overall liquidity.

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

APC is a domestically focused emissions manufacturer and brake and
chassis distributor in the automotive aftermarket. The company's
products include drums and rotors, catalytic converters, friction,
chassis, calipers and other products. Revenue for the 12 months
ended September 2018 was approximately $458 million. The business
is currently co-owned by Harvest Partners, LP and Audax Group.


ARBOR PHARMACEUTICALS: S&P Lowers ICR to 'B', Outlook Stable
------------------------------------------------------------
S&P Global Ratings lowered all of its ratings on Arbor, including
its long-term issuer credit rating, to 'B' from 'B+' to reflect the
company's weakening credit metrics and tighter cash flows. The
outlook is stable.

Atlanta-based Arbor Pharmaceuticals Inc.'s revenues and earnings
underperformed S&P's expectations primarily as a result of
competition and generic entrants.

S&P said, "We now expect 2019 adjusted leverage in the 6.5x-7x
range, substantially above our prior sub-5x expectation due
primarily to lower expectations for sales volumes.

"The downgrade reflects Arbor's weakening credit metrics as we
lower our estimates for 2018 and 2019 revenues, primarily due to
shortfalls to key products Horizant, Sklice, and Evekeo and
Wilshire, the generics business. These products are facing a number
of challenges including the Caremark formulary exclusion of
Horizant, substitution alternatives to Sklice, generic competition
to Evekeo, and lower sales volume for Wilshire.

"The stable outlook reflects our belief that Arbor's revenue and
EBITDA will decline less in 2019 than in 2018 based on lower risk
to legacy products and new launches, which could offset some
weakness in other products. Our base case is that the company will
generate free cash flow of about $30 million annually with leverage
in 6.5x-7x range for 2019.

"We could consider a lower rating if product sales miss our
expectations resulting in adjusted debt leverage in the 7.5x-8x
range and free cash flow below $25 million. Alternatively, we could
consider a lower rating if Arbor makes an acquisition or
partnership agreement that is not immediately accretive to EBITDA
but depletes its cash balance or requires debt financing.

"We believe a higher rating is unlikely over the next 12 months
because we expect leverage to remain high (above 5x). For us to
consider a higher rating, we would expect Arbor to deleverage below
5x through successful product launches, providing more certainty
that revenue can grow in future periods while generating
significant cash flows. In this scenario, we would also expect
Arbor to commit to maintaining leverage below 5x."



ASHFIELD ACTIVE: Fitch Affirms BB on $121.05MM 2017A Bonds
----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the $121.05 million
Industrial Development Authority of the City of Kirkwood, Missouri
bonds issued on behalf of Ashfield Active Living and Wellness
Communities, Inc. doing business as Aberdeen Heights series 2017A.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of unrestricted receivables, a
first deed of trust lien on certain property and a debt service
reserve fund.

KEY RATING DRIVERS

SOFTENED BUT STABLE OCCUPANCY: Aberdeen has enjoyed strong
occupancy in all levels of care since opening in September of 2011.
After four years of strong occupancy, occupancy in independent
living units (ILU) softened at the end of fiscal 2018, which has
continued into fiscal 2019. This is reportedly due to heightened
transitioning of residents through the continuum of care and
residents choosing to vacate ILU units. To address lower occupancy,
Aberdeen will primarily focus its marketing efforts on increasing
ILU occupancy.

GOOD PROFITABILITY: Historical occupancy has been strong overall,
which has supported high net operating margins (NOM) averaging 30%
over the past four fiscal years, significantly better than Fitch's
below investment grade (BIG) median of 5.1%. Contrasting the strong
NOM is a weaker net operating margin-adjusted (NOMA) ratio of 38.4%
in fiscal 2018 versus an average of 43.2% for the three prior
fiscal years. However, NOMA is very strong compared with Fitch's
'BIG' median of 18.3%. If the downward trend in ILU occupancy seen
in the first quarter continues, Aberdeen's financial operations
could be pressured.

HIGH LONG-TERM LIABILITY PROFILE: Aberdeen's long-term liability
profile remains elevated as evidenced by maximum annual debt
service (MADS) equating to a very high 35.3% of total fiscal 2018
revenues. This level is much weaker than Fitch's 'BIG' category
median of 16.5%. Revenue-only MADS coverage and MADS coverage
including net entrance fees were 0.8x and 1.3x in 2018, both were
on par with Fitch's 'BIG' medians of 0.8x and 1.3x, respectively.

ADEQUATE LIQUIDITY: Aberdeen's $25.8 million in unrestricted cash
and investments at Sept. 30, 2018 equated to an adequate 20.8% of
debt, a 3.3x cushion ratio and 447 days cash on hand (DCOH). These
metrics are mixed compared with Fitch's BIG medians of 32.1%, 4.5x
and 292 DCOH respectively.

RATING SENSITIVITIES

MAINTENANCE OF ROBUST PROFITABILTY: Given Aberdeen's heavy debt
burden, the rating is sensitive to maintenance of robust
profitability and unit turnover. A continued softening of ILU
occupancy that leads to weakening of operating performance, or an
extended compression in net entrance fee receipts, which negatively
affects debt service coverage, could pressure the rating.

CREDIT PROFILE

Aberdeen is a Type-A continuing care retirement community (CCRC)
located on a 21.7 acre site in Kirkwood, MO. Aberdeen's current
unit mix consists of 234 ILUs, 30 assisted living units (ALU), 15
memory care units (MCU) and 38 skilled nursing facility (SNF) beds.
Most resident agreements include 90%-95% refundable entrance fee
contracts. The refundable portion of the entrance fee is refunded
upon re-occupancy of the unit and receipt of sufficient proceeds
from re-sale. Aberdeen is a controlled affiliate of Presbyterian
Manors of Mid-America Inc. (PMMA); Presbyterian Manors, Inc. (PMI)
is another controlled affiliate of PMMA, which owns sixteen of the
PMMA managed communities, as well as two hospices. In addition, the
Salina Presbyterian Manor Endowment Fund is also under the PMI
structure. Fitch views the affiliation favorably and believes that
it provides Aberdeen with a breadth of resources not typically
available to a single site community. Day-to-day supervision and
management of the community is provided by Greystone Management
Services Company, LLC. Aberdeen had total revenues of $22 million
in fiscal 2018.

FINANCIAL PROFILE

Aberdeen operates in a highly competitive market with eight other
CCRCs in its primary marketing area (PMA), along with a number of
standalone independent, assisted and skilled nursing facilities.
Further, several of the other CCRCs are undergoing significant
expansion and renovation projects. However, most of the retirement
communities in the PMA are occupied at or near capacity. Fitch
believes that Aberdeen could be more susceptible to an economic or
real-estate downturn given the high level of competition in the
overall service area.

Aberdeen has historically maintained high overall occupancy across
all levels of care, which is indicative of the solid demand in the
market place. ILU, ALU and SNF occupancy averaged 95%, 95% and 94%,
respectively, over the last four fiscal years. However through the
three month interim (Sept. 30) ILU occupancy averaged 88%, which
was below a budgeted level of 95%. Lower occupancy is attributed to
heightened turnover as residents transition through the continuum
of care and other residents choosing to move out of the facility on
their own accord. The direct ILU resident move outs could continue
to pressure demand if the trend continues. High overall occupancy
has historically helped Aberdeen produce very strong operating
performance, with revenue-only coverage at 0.8x in fiscal 2018,
which was on par with Fitch's 'BIG' median.

Aberdeen experienced heightened ILU turnover in fiscal 2018 that
included attrition, movements through the continuum of care, and
residents vacating ILU's. 11 units were vacated by residents who
chose to move out on their own accord. Management reported the
reason for the move-outs were that residents did not enjoy the
senior living community lifestyle. In total there were 24 move-ins
in fiscal 2018, equating to $10.6 million in entrance fee receipts
for the year. Refunds were $6.7 million, resulting in a stronger
NOM-adjusted of 38.4% in fiscal 2018 compared to 33.4% in fiscal
2017. However the metric is still weaker than the 50.3% margin that
was produced in fiscal 2016. Further, MADS coverage (including
entrance fees) of 1.3x was better than the 1.0x in fiscal 2017 as a
result of higher net entrance fees. Management reports that
marketing strategies have been developed and are currently being
implemented with the goal of improving ILU occupancy.

Pursuant to its master trust indenture (MTI), coverage using actual
debt service was a respective 1.48x and 1.31x in fiscal 2017 and
fiscal 2018. Coverage for 2018 was below budget due to lower than
expected net entrance fee receipts. Debt service coverage declined
through the three-month interim period to 1.03x due to lower than
budgeted net entrance fee receipts attributed to lower than
budgeted occupancy. Management anticipates improvement in coverage
with a total of four move-ins in October, November, and December
and two planned in January. Aberdeen's debt service coverage ratio
is next tested based on audited financials for the fiscal year
ending June 30, 2019, and the requirement is 1.20x.

Aberdeen has a high debt burden and is reliant on healthy
profitability and net entrance fees to generate debt service
coverage above 1.0x, which is typical for Type-A CCRCs. Fitch
expects the community's profitability and coverage to rebound over
the medium term. However, if lower ILU occupancy levels continue
and lead to a weakening of operating performance, or an extended
compression in net entrance fee receipts that negatively affects
debt service coverage, Aberdeen's rating could be pressured.

ADEQUATE LIQUIDITY POSITION

Aberdeen's unrestricted cash and investments of $25.8 million at
Sept. 30, 2018, which includes the impact of a $4 million transfer
in April 2017 to PMMA, equated to a strong 447 DCOH compared with
Fitch's 'BIG' median of 292 days. However, cash to debt and cushion
ratio of 20.8% and 3.3x were both weaker than Fitch's 'BIG' medians
of 32.1% and 4.5x, respectively. Management does not expect any
additional transfers to be made by Aberdeen to PMMA. Aberdeen's
liquidity covenant is 180 days and is tested semi-annually every
June 30 and Dec. 31 and was calculated according per its MTI at 447
DCOH on Sept. 30, 2018. In the medium term, capital spending is
expected to be significantly below depreciation, which should allow
for liquidity growth and strengthening of Aberdeen's cash
position.

FUTURE EXPANSION PLANS

Aberdeen's potential expansion plans are on hold for at least the
next six months or until a permanent executive director (ED) is
hired as the most recent ED resigned in November 2018. Currently
there is an interim ED in place. At this time Aberdeen will
primarily focus on its marketing efforts with the goal of
increasing existing ILU occupancy.

Any future expansion would be limited to a maximum number of 14
cottages and it is likely that Aberdeen would fund the project with
initial entrance fees, temporary debt or some combination of the
two. Additionally, final board approval would be needed to proceed
with the project or issue any additional debt. Fitch's notes that
Aberdeen has no permanent debt capacity at the current rating level
and a debt issuance associated with an expansion could pressure the
rating.

HIGH LONG-TERM LIABILITY PROFILE

Aberdeen's long-term debt of $121.05 million equated to a high debt
to net available of 12.0x through June 30, 2018, unfavorable to
Fitch's 'BIG' median of 9.8x. In addition, MADS as a percentage of
revenues remains a very high 35.3% of total fiscal 2018 revenues
through the same period, compared with Fitch's BIG median of 16.5%

The series 2017 fixed-rate bonds is the only series of debt
outstanding that bears an interest rate of 5.25% and matures in
2050. Aberdeen does not have any swaps.


BALLINGER CITY: Moody's Cuts Issuer Ratings to Ba2, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Baa2 the City of
Ballinger's, (TX) issuer rating and general obligation limited tax
rating, affecting approximately $1.6 million in outstanding
Moody's-rated debt. Concurrently, the outlook remains negative.

RATINGS RATIONALE

The downgrade to Ba2 reflects very weak fiscal 2017 general fund
reserves with a projected fiscal 2018 negative general fund
balance, a high debt burden supported by a weak utility system and
the lack of a dedicated debt service levy to support debt payments.
The rating also reflects weak residential income levels, and a
limited and concentrated yet growing tax base.

RATING OUTLOOK

The negative outlook reflects its expectation that the city's
financial operations will remain constrained over the near term due
to a projected fiscal 2018 negative general fund balance and a cash
overdraft. The city expects to restate the fiscal 2017 audit which
could further pressure the city's already distressed financial
position.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Trend of operating surpluses, significantly improving reserves

  - Substantial tax base expansion and diversification

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Further decline in reserves

  - Additional leveraging of the tax base without corresponding
assessed value growth

  - Further financial weakening of the water and sewer system that
supports city's debt

LEGAL SECURITY

The bonds are secured by a direct annual ad valorem tax, levied on
all taxable property in the city within the limits prescribed by
law. The bonds are wholly supported by the city's water and sewer
system.

PROFILE

The city of Ballinger is located in Runnels County in central
Texas, approximately 165 miles northwest of Austin, TX (Aaa
stable). Local economy drivers include farm employment, local
government and manufacturing.


BETHUNE-COOKMAN UNIVERSITY: Fitch Cuts 2010 Bonds Rating to CCC+
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings on $17.5 million of Higher
Educational Facilities Financing Authority, educational facilities
revenue bonds, series 2010, issued on behalf of Bethune-Cookman
University (BCU), to 'CCC+' from 'BB+'.

Fitch has also maintained its Rating Watch Negative.

SECURITY

The bonds are an unsecured general obligation of BCU.

KEY RATING DRIVERS

EVENT OF DEFAULT COULD ALLOW ACCELERATION: The downgrade to 'CCC+'
reflects Fitch's view that potential recognition by the trustee of
an event of default under the series 2010 documents creates a real
possibility of payment default, as bondholder remedies include
acceleration and BCU has limited unrestricted liquidity. No payment
default has occurred on the bonds, which also feature a debt
service reserve fund on which no draws have been made. However, the
execution of a dormitory capital lease in 2015 appears to have and
may be recognized as having violated limitations on additional
indebtedness in the series 2010 documents. Underlying credit
factors are highly speculative, including BCU's probation status
with its accreditor, high leverage with ongoing litigation related
to the dormitory lease and continuing operating losses.

RATING WATCH NEGATIVE: The maintenance of the Rating Watch Negative
primarily reflects event risk related to the potential for
acceleration if and when an event of default is recognized by the
trustee at the direction of bondholders. BCU intends to pursue a
forbearance agreement in any case. However, in an event of default,
bondholders have the right to accelerate with the consent of
holders of 25% of outstanding principal. BCU has long-term
resources in excess of the series 2010 outstanding amount, but its
access to unrestricted liquidity available for this purpose,
including through liquidation of certain temporarily restricted
investments, is uncertain.

RATING SENSITIVITIES

RATING WATCH TIED TO BONDHOLDER ACTIONS: A forbearance agreement
that neutralizes the threat of acceleration would cause Fitch to
remove the Rating Watch Negative and could improve the rating,
depending on the specific terms of the agreement and any changes in
BCU's still highly speculative underlying credit profile.

PROBATION STATUS WITH ACCREDITOR: The inability to demonstrate
progress in meeting accreditation standards would limit potential
for rating improvement until resolved and could lead to a further
downgrade. Fitch will review the accreditor's next public actions
and statements following its June 2019 meeting to assess BCU's
progress and the likelihood of remaining accredited.

OPERATING IMPROVEMENTS NECESSARY: The rating assumes BCU will act
on its board-approved turnaround plan to reduce expenditures
significantly and to improve financial controls. Further large
enrollment losses or failure to address currently deep operating
losses would quickly erode remaining unrestricted liquidity and
would drive further negative rating action.

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 3,700 students
at its main campus, several satellite locations and online.

EVENT OF DEFAULT RISKS ACCELERATION

BCU expects to acknowledge an event of default under the 2010 bond
documents in its fiscal 2018 financial statements. Specifically,
the expected disclosure will confirm that the dormitory capital
lease executed in early calendar 2015 violated the covenanted
limitations on additional indebtedness in the 2010 loan agreement.
Given the violation is ongoing and cannot be cured, remedies
available to bondholders include acceleration with consent of 25%
of holders. BCU has long-term resources in excess of the
approximately $17.5 million of outstanding series 2010 bonds, but
likely does not have sufficient unrestricted and liquid funds to
pay the bonds in the event of acceleration.

BCU plans to pursue a forbearance agreement with the series 2010
bondholders. An agreement that effectively removes the threat of
acceleration would likely cause Fitch to remove the Rating Watch
Negative and could improve the rating depending on the specific
terms. However, Fitch expects BCU's long-term credit profile would
remain highly speculative.

PROBATION HEIGHTENS RISK THROUGH 2020

On June 14, 2018, BCU's primary accreditor, the Southern
Association of Colleges and Schools Commission on Colleges
(SACSCOC) placed the university on probation status, the most
serious of its levels of sanction short of loss of accreditation.
BCU's accreditation was last renewed in 2010 for a ten-year period.


SACSCOC's public report attributes the sanction to findings of
non-compliance with certain standards related to governance and
financial management. The findings followed consideration of a
third-party complaint and BCU's subsequent response. BCU has an
internal team and an accreditation consultant working to address
the issues identified in the action, but Fitch is unable to
evaluate progress except through SACSCOC's public actions and
disclosures. SACSCOC will collect additional information through
2019, including a site visit, and will reconsider BCU's
accreditation status during its June 2019 meeting. While loss of
accreditation is somewhat unusual, 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.

LITIGATION UPDATES: POSITIVE DEVELOPMENTS

BCU has made a step toward restructuring the dormitory lease in a
way that is favorable to series 2010 bondholders. The court
approved a joint stipulation between BCU and Wells Fargo (as
trustee for the lender to the dormitory's developer) in October
2018, under which BCU agrees to make monthly payments directly to
the lender in amounts due under the lender's original note to the
developer. The trustee had previously foreclosed and accelerated
its loan to the developer for nonpayment. BCU also paid the lender
an amount equal to the principal and interest due under the note
since it began withholding and setting aside payments to the
developer under the dormitory lease in December 2017.

BCU's obligations under the joint stipulation are lower than its
obligations under the original lease agreement, which had included
amounts to be retained by the developer. BCU's litigation with the
developer continues, but Fitch believes the joint stipulation with
the lender's trustee is a positive development that effectively
reduces the lease obligation and significantly lowers the risk of
operating disruption from the litigation.

CONTINUED OPERATING LOSSES

BCU's financial performance has improved from its 2016 low point,
but the university continues to generate sizable losses. Fitch has
not received drafts of the fiscal 2018 financials, but management
expects to report an all-in full-accrual loss of approximately $8
million. The continued pace of losses and resulting deterioration
of the university's unrestricted liquidity will likely result in a
going concern note in the 2018 financials.

The board has approved a turnaround plan that includes $4 million
to $5 million of recurring expenditure cuts through a workforce
reduction plan as well as tighter spending controls and budgeting
processes. The university targets a balanced budget (approximately
breakeven cash flow; this may still result in a small full-accrual
operating loss) over the next two to three years from cost
reductions and by maintaining stable enrollment around 3,600 or
better (currently around 3,700).

BCU's enrollment and demand trends softened noticeably in the fall
2018 cycle. Headcount fell nearly 9% to just below 3,800 in fall
2018 from a peak over 4,100 in fall 2017, driven at least in part
by concerns regarding accreditation. Management also attributes
some of the enrollment decline to its efforts to improve
collections of unpaid student accounts, resulting in a revenue
impact that may be less than enrollment losses otherwise suggest.
Enrollment remains within historical levels, and Fitch believes the
weaker fall 2018 admissions cycle may still demonstrate a viable
level of demand relative to the institution's size. However,
continued large enrollment losses would likely undermine long-term
viability and could drive further downgrades.

RESERVES PROVIDE LIMITED MARGIN OF SAFETY

A limited margin of safety remains based on BCU's estimated $30
million of available funds (cash and investments not permanently
restricted) at June 30, 2018, which provide some cushion to meet
current financial obligations as BCU pursues a turnaround plan.
BCU's reserves have deteriorated significantly but still provide
the university limited cushion to meet current financial
commitments while pursuing its turnaround plan as long as the bonds
are not accelerated. The university estimates it maintained around
$30 million of available funds as of June 30, 2018, down from
approximately $55 million in 2015. Fitch's available funds
calculation is not a proxy for liquidity, as a significant portion
of these funds is temporarily restricted, endowment-related funds
that could support operating costs over a longer period but may not
be immediately available to pay debt. BCU has no additional new
money debt plans or major capital plans.


BLACK BOX: AGC to Increase Its Offer Price to $1.10 Per Share
-------------------------------------------------------------
A wholly owned subsidiary of global solutions integrator AGC
Networks Ltd, AGC Networks Pte. Ltd. in Singapore, and Black Box
Corporation announced that AGC Networks' indirect wholly owned
subsidiary, Host Merger Sub Inc. ("Purchaser"), has increased its
offer price with respect to its tender offer to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per
share, of Black Box Corporation from $1.08 to $1.10 per Share, net
to the holder thereof in cash, without interest and subject to any
applicable tax withholding.  The increased offer price represents a
premium of approximately 3.77% over the closing price of Black
Box's Shares on Nov. 20, 2018, the last full trading day prior to
the commencement of the Offer.  The expiration date of the Offer
will be extended to Jan. 4, 2019, and withdrawal rights will be
available until the expiration date.

The increase in the offer price is being made pursuant to an
amendment, entered into on Dec. 20, 2018, to the previously
announced merger agreement, dated Nov. 11, 2018, between Black Box,
Purchaser and certain of Purchaser's affiliates.

Additionally, as a result of the increase in the offer price, the
Offer period has been extended as required by the SEC's rules and
to allow additional time for the satisfaction of the conditions to
the Offer.

As of midnight (i.e., one minute after 11:59 p.m.), New York City
time, on Dec. 19, 2018, 7,137,166 Shares (excluding 515,140 shares
tendered by guaranteed delivery) had been validly tendered and not
withdrawn pursuant to the Offer, representing approximately 46.84%
of the outstanding Shares.  Shareholders who have already tendered
their Shares do not have to re-tender their Shares or take any
other action as a result of the extension of the expiration date of
the Offer.

Unless extended further, the Offer will now expire at midnight
(i.e., one minute after 11:59 p.m.), New York City time, on Jan. 4,
2019.  The Offer was previously scheduled to expire at midnight
(i.e., one minute after 11:59 p.m.), New York City time, on
Wednesday, Dec. 19, 2018.  All terms and conditions of the Offer,
other than the offer price and original expiration time, remain the
same.

Complete terms and conditions of the Offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related
materials that were filed as exhibits to the Tender Offer Statement
on Schedule TO filed by AGC Networks and Purchaser with the
Securities and Exchange Commission on Nov. 21, 2018, as amended and
supplemented by Amendment No. 1 thereto filed on
Dec. 4, 2018.  Copies of the Offer to Purchase, Letter of
Transmittal and other related materials may be obtained for free
from the information agent, Okapi Partners, Inc., toll-free at
(212) 297-0720 or collect at (877) 869-0171, or on the SEC's
website at www.sec.gov.

On Dec. 21, 2018, the Company and certain direct and indirect
wholly owned subsidiaries of the Company entered into a Consent
Agreement with PNC Bank, National Association, in connection with
the Merger Agreement.  Pursuant to the Consent Letter and effective
as of immediately prior to the execution and delivery of the Merger
Agreement Amendment, the Agent consented to the Merger Agreement
Amendment and extended the termination date of the Consent
Agreement to Jan. 17, 2019, unless earlier terminated in accordance
with the Consent Agreement.

                          About AGC Networks

AGC Networks is a global technology solutions integrator that
architects, deploys, manages and secures IT environment through
customized solutions and services.  AGC partners with the world's
best brands in Unified Communications, Data Center & Edge IT, Cyber
Security (CYBER-i) and Digital Transformation & Applications.  For
more information regarding AGC Networks, visit
www.agcnetworks.com.

                          About Black Box

Black Box Corporation -- http://www.blackbox.com/-- is a digital
solutions provider dedicated to helping customers design, build,
manage, and secure their IT infrastructure.  Offerings under the
Company's services platform include unified communications, data
infrastructure and managed services.  Offerings under the Company's
products platform include IT infrastructure, specialty networking,
multimedia and keyboard/video/mouse switching.

Black Box reported a net loss of $100.09 million for the year ended
March 31, 2018, compared to a net loss of $7.05 million for the
year ended March 31, 2017.  As of Sept. 29, 2018, Black Box had
$297.8 million in total assets, $237.8 million in total
liabilities, and $59.94 million in total stockholders' equity.

The audit opinion included in the company's Annual Report on Form
10-K for the year ended March 31, 2018 contains a going concern
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.  BDO USA, LLP,
the Company's auditor since 2005, noted that the Company has
suffered recurring losses from operations, has negative operating
cash flow and is dependent upon raising additional capital or
refinancing its debt agreement to fund operations that raise
substantial doubt about its ability to continue as a going concern.


CAMBER ENERGY: Clarifies Terms of 1-for-25 Reverse Stock Split
--------------------------------------------------------------
Camber Energy, Inc. has filed a press release to clarify certain
confusion in the market place regarding the 1-for-25 reverse stock
split, which the Company disclosed was approved by the Board of
Directors on Dec. 19, 2018.

Specifically, the Company would like to clarify, that the 1-for-25
reverse stock split, under applicable Nevada law (Nevada Revised
Statutes (NRS) Section 78.207), is required to proportionally
adjust both the Company's (a) authorized shares of common stock;
and (b) issued and outstanding shares of common stock.  As a
result, the Company will not be increasing its authorized but
unissued shares of common stock as a result of the reverse split
(i.e., will not be able to issue any greater (proportional) number
of shares of common stock after the split than before the split).
The effect of the reverse split will be only to divide the
Company's issued and outstanding common stock by 25 and to
simultaneously divide its authorized common stock by 25, the result
of which (other than minimal changes due to rounding), will be a
purely mechanical change (in a ratio of 1-for-25) to its stock
price (which will be adjusted upward by a factor of 25 on the
effective date of the split), and issued and outstanding shares of
common stock.

Below is a table summarizing the effect of the split on the issued
and outstanding and authorized common stock:

                                  Pre-Split(1)         Post-Split
                               --------------          ----------

  Authorized Common Stock        500,000,000           20,000,000
  
  Issued and Outstanding         147,105,615          5,884,225(2)
  Common Stock

  Difference Between Authorized
  and Issued and Outstanding
  Common Stock                   352,894,385          14,115,775

  Ratio between (a) the
  Difference between Authorized
  and Issued and Outstanding
  Common Stock and (b)
  Authorized Common Stock          70.6%               70.6%(2)

(1) As of December 19, 2018.

(2) Not taking into account rounding.

As discussed in the Dec. 19, 2018 press release, the Board of
Directors approved the reverse split unilaterally, and without
shareholder approval, pursuant to Section 78.207 of the NRS, solely
to enable the Company to expeditiously meet the low price per share
selling price requirements of the NYSE American and to reduce the
risk of the Company being automatically delisted from the NYSE
American due to the trading prices of its common stock falling
below certain NYSE American lower limits.  The Board also believes
the reverse split will be advantageous in its negotiations with
potential acquisition opportunities currently under consideration
by the Company.

To reiterate, the reverse stock split will not impact any
shareholder's percentage ownership of Camber or voting power or
increase the proportional number of authorized but unissued shares
of common stock which the Company has available for future
issuance, except for minimal effects resulting from the treatment
of fractional shares.

More information regarding the 1-for-25 reverse stock split which
is anticipated to be effective as the open of trading on Dec. 24,
2018, can be found in the Company's Dec. 19, 2018, press release.

                       About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas
Panhandle.

Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017.  As of Sept. 30, 2018, the Company
had $6.98 million in total assets, $4.69 million in total
liabilities, and $2.29 million in total stockholders' equity.

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


CAMBER ENERGY: Sets Feb. 19 as Annual Meeting Date
--------------------------------------------------
Camber Energy, Inc. had scheduled its 2019 Annual Meeting of
Stockholders to be held on Tuesday, Feb. 19, 2019 at 10:30 a.m.
local time at 1415 Louisiana, Suite 3500, Houston, Texas 77002.

The record date for determination of stockholders entitled to vote
at the meeting, and any adjournment thereof, is planned to be set
on or around the close of business on Dec. 31, 2018.  More
information regarding the Company's 2019 Annual Meeting of
Stockholders will be disclosed in the Company's preliminary proxy
statement.

To be timely, pursuant to the Company's Bylaws, as amended, and
Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any
notice of business or nominations with respect to the 2019 Annual
Meeting of Stockholders must be received by the Company at its
principal executive offices at 1415 Louisiana, Suite 3500, Houston,
Texas 77002, Attention: Corporate Secretary by no later than 5:00
p.m., Central Time, on Dec. 28, 2018.  Any such stockholder
proposal must be submitted and must comply with the applicable
rules and regulations of the Securities and Exchange Commission,
including Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, and the Company's Bylaws, as amended.

                      About Camber Energy
   
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas
Panhandle.

Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017.  As of Sept. 30, 2018, the Company
had $6.98 million in total assets, $4.69 million in total
liabilities, and $2.29 million in total stockholders' equity.

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


CARLYLE GLOBAL 2012-3: S&P Rates $24MM Cl. D-R2 Notes 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1a-2,
A-2a-2, A-2b-2, B-R2, C-R2, and D-R2 replacement notes from Carlyle
Global Market Strategies CLO 2012-3 Ltd., a collateralized loan
obligation (CLO) originally issued in 2012, previously refinanced
in 2014, that is managed by Carlyle CLO Management LLC. S&P
withdrew its ratings on the original class A-1-R, A-2-R, B-R, C-R,
and D-R notes following payment in full on the Dec. 14, 2018,
refinancing date.

On the Dec. 14, 2018, refinancing date, the proceeds from the class
A-1a-2, A-2a-2, A-2b-2, B-R2, C-R2, and D-R2 notes replacement note
issuances were used to redeem the original class A-1-R, A-2-R, B-R,
C-R, and D-R notes as outlined in the transaction document
provisions. Therefore, S&P withdrew its ratings on the original
notes in line with their full redemption, and S&P is assigning
ratings to the replacement notes.

The replacement notes are being issued via a supplemental
indenture, which, in addition to outlining the terms of the
replacement notes, states:

-- The replacement class B-R2, C-R2, and D-R2 notes were issued at
a lower spread than the refinanced notes.

-- The replacement class A-1a-2 and A-1b-2 floating-rate notes
were issued to replace the class A-1-R notes, and the class A-2a-2
and A-2b-2 floating- and fixed-rate notes were issued to replace
the class A-2-R notes.

-- The stated maturity and reinvestment period was extended 3.25
years. The non-call period was extended 2.25 years.

-- The transaction now has the ability to hold a limited amount of
long-dated securities.

S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction as reflected in
the trustee report, to estimate future performance. In line with
our criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults, and
recoveries upon default, under various interest rate and
macroeconomic scenarios. In addition, our analysis considered the
transaction's ability to pay timely interest or ultimate principal,
or both, to each of the rated tranches.

"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them, and we will take rating actions as we
deem necessary."

  RATINGS ASSIGNED

  Carlyle Global Market Strategies CLO 2012-3 Ltd./Carlyle Global  

  Market Strategies CLO 2012-3 LLC
  Replacement class                Rating    Amount (mil. $)
  A-1a-2                           AAA (sf)           378.00
  A-1b-2                           NR                  18.50
  A-2a-2                           AA (sf)             32.00
  A-2b-2                           AA (sf)             35.00
  B-R2 (deferrable)                A (sf)              37.00
  C-R2 (deferrable)                BBB- (sf)           36.50
  D-R2 (deferrable)                BB- (sf)            24.00
  Subordinated notes (deferrable)  NR                  59.46

  RATINGS WITHDRAWN

  Carlyle Global Market Strategies CLO 2012-3 Ltd./Carlyle Global
  Market Strategies CLO 2012-3 LLC
                                        Rating
  Original class                   To           From
  A-1-R                            NR           AAA (sf)
  A-2-R                            NR           AA+ (sf)
  B-R                              NR           A+ (sf)
  C-R                              NR           BBB+ (sf)
  D-R                              NR           BB (sf)

  NR--Not rated.


CBL & ASSOCIATES: Fitch Lowers LT IDR to BB-, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of CBL & Associates
Properties, Inc. and its operating partnership, CBL & Associates
Limited Partnership, including the Long-Term Issuer Default Rating,
to 'BB-' from 'BB+'. The Rating Outlook is Negative.

The downgrade reflects accelerating weakness in CBL's operating
performance, primarily due to the secular shift in retail
distribution towards eCommerce and omni-channel retailing. The
shift is reducing tenant demand for physical space, particularly
for less productive properties in weaker demographic trade areas.
The downgrade also reflects weaker secured mortgage availability
for Class B malls generally and deterioration in CBL's unencumbered
asset coverage of unsecured debt.

The Negative Outlook reflects Fitch's expectation that this trend
to endure in the near-to-medium term, putting pressure on CBL's
cash flows and capital access. It also considers further potential
deterioration in CBL's UA/UD ratio from converting its unsecured
credit facility to secured. Fitch views unencumbered assets as a
key source of contingent liquidity for REITs to repay unsecured
obligations during an economic and capital markets stress scenario.


KEY RATING DRIVERS

Declining Cash Flows
Based on Fitch's assumptions, CBL's same-center NOI will likely
decline at a mid-single digit rate through Fitch's 2021 rating case
projection period. The company's operating performance has been
affected by negative retailer trends, in particular tenant
bankruptcies and store closures. For the LTM ended Sept. 30, 2018,
the company's stabilized mall same-center tenant sales per square
foot was $378 with yoy stabilized mall occupancy declining by
approximately 90 bps to 90.8% and mall same-center NOI down 6.8%
for the nine months ended Sept. 30, 2018.

For the LTM ended Sept. 30, 2018, renewal leasing spreads, a
leading indicator of future same-property NOI, were negative 12.9%
and new lease spreads were negative 3.1%. Fitch expects continued
softness in the company's operating metrics as the prevailing
headwinds for bricks and mortar retailers continues in the near
term negatively impacting occupancy and leasing spreads for
in-place tenants and new leases.

Deteriorating Capital Access

CMBS lenders have tightened class B mall underwriting standards
over the last year to generally require tenant productivity in the
low-to-mid $400 psf range from the high $300 psf range. Similarly,
Fitch views CBL's access to non-bank unsecured debt capital as weak
compared to peers when measured by existing bond yields. In
September 2018, CBL disclosed plans to reduce the size, extend the
maturity and secure its bank credit facility.

CBL also has limited, or no access to attractively priced unsecured
bond capital. The company last accessed the bond market during
September 2017, when it issued $225 million of 5.95% senior
unsecured notes. These bonds are currently trading at a yield
slightly above 9%.

CBL's common equity is trading at over a 60% discount to consensus
net asset value, the largest discount in Fitch's rated universe.
(As of Dec. 6, 2018, the REIT index was at a discount of
approximately 4%, and an index of Retail REITs was at a discount of
approximately 7%.) Weak public and private equity investor demand
and reduced mortgage availability for 'B' malls limits the extent
to which CBL can raise equity through asset sales and common
equity.

Weaker Credit Protection Metrics:

Fitch expects that leverage will sustain in the low to mid-7.0x
range, driven by negative mid-single digit SSNOI growth over the
projection period. CBL's LTM leverage was in the 7.0x range at
Sept. 30, 2018, up from the mid to high 6x range as of Dec. 31,
2017. When treating 50% of CBL's preferred stock as debt, leverage
would be approximately 0.5x higher.

Fitch expects fixed-charge coverage to sustain in the high 1x
range, down from approximately 2x for the TTM ended Sept. 30,
2018.

CFA Encumbrance to Lower UA/UD:

Fitch believes the company has relatively weak unencumbered asset
coverage of unsecured debt, particularly given than approximately
67% of CBL's consolidated unencumbered NOI is generated by malls
with less than $375 of sales psf. Malls generated approximately 88%
of the company's unencumbered consolidated NOI for the TTM ended
Sept. 30, 2018.

Unencumbered asset coverage of unsecured debt was 1.7x when
applying a stressed 9.0% capitalization rate to consolidated
unencumbered NOI at Sept. 30, 2018. Secured debt financing
availability for less productive malls has weakened materially,
limiting the contingent liquidity provided by the company's
unencumbered pool. Fitch estimates coverage would be approximately
0.4x, based on the stressed unencumbered asset value of CBL's
properties generating sales per square foot in excess of $375 psf.

RECOVERY RATINGS

In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
provides RRs for issuers with IDRs in the 'BB' category. The 'RR4'
for CBL's senior unsecured debt supports a rating of 'BB', the same
as CBL's IDR, and reflects average recovery prospects in a
distressed scenario. The 'RR6' for CBL's preferred stock supports a
rating of 'B+', two notches below CBL's IDR, and reflects weak
recovery prospects in a distressed scenario.

PARENT SUB LINKAGE

Fitch links and synchronizes the IDRs of the parent REIT and
subsidiary operating partnership, as the entities operate as a
single enterprise with strong legal and operational ties.

DERIVATION SUMMARY

CBL's ratings reflect its weak asset quality based on occupancy,
SSNOI growth, leasing spreads and tenant quality, relative to
higher rated A-mall peer Simon Property Group (SPG; A/ Stable).
CBL's asset quality is similar to B-mall peer Washington Prime
Group (WPG; BBB-/Negative), which also has a sizable portfolio of
non-mall retail holdings.

CBL has higher leverage than WPG and SPG. In addition, the company
has weaker access to capital, given its equity is currently trading
at an estimated low double digit discount to NAV and wide spreads
at which its bonds trade relative to the broader peer set. Further,
secured lender sentiment for the B-mall asset class has declined to
a level that Fitch believes is below that of many other retail CRE
asset classes.

KEY ASSUMPTIONS

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

  -- Annual SSNOI growth of -7% in 2018 remaining in the mid
negative single digits in 2019 and 2020;

  -- Annual development/redevelopment spend of $75 million for
2018-2020. The weighted average initial yield on cost for projects
coming online is approximately 6%, which is below the company's
historical returns on development / redevelopment;

  -- Total non-core asset sales of approximately $100 million per
year;

  -- Deed-in-lieu of foreclosure transactions of approximately $170
million in 2019 declining to approximately $50 million in 2020;

  -- Annual recurring capital expenditures of $75 million;

  -- $200 million bond issuance in 2020;

  -- No equity issuance through 2020.

RATING SENSITIVITIES

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

-- Sustained improvement in operating fundamentals or asset quality
(e.g. sustained positive SSNOI results and or corporate
earnings growth);

  -- Fitch's expectation of leverage sustaining below 6.5x;

  -- Fitch's expectation of fixed-charge coverage sustaining above
1.5x;

  -- Fitch's expectation of unencumbered assets coverage of
unsecured debt exceeding 1.75x;

  -- Increasing financial flexibility stemming from an increase in
credit facility capacity or an improvement in credit facility
terms.

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

  -- Sustained deterioration in operating fundamentals or asset
quality (e.g. sustained negative SSNOI results and or corporate
earnings growth);

  -- Fitch's expectation of leverage sustaining above 7.5x;

  -- Fitch's expectation of fixed-charge coverage sustaining below
1.5x;

  -- Unencumbered asset coverage of unsecured debt below 1.5x;

  -- Reduced financial flexibility and or a deteriorating liquidity
profile.

LIQUIDITY

CBL's base case liquidity coverage ratio of 0.9x through the end of
2020 is low for a REIT. The company is currently negotiating the
restructuring of its credit facility, which may impact the
company's liquidity coverage ratio if there are changes to the
facility's overall capacity and scheduled debt maturities. The
restructuring of the credit facility is expected to push near-term
maturities out and improve the company's liquidity ratio.

Fitch defines liquidity coverage as sources of liquidity divided by
uses of liquidity. Sources of liquidity include unrestricted cash,
availability under unsecured revolving credit facilities, and
retained cash flow from operating activities after dividends. Uses
of liquidity include pro rata debt maturities, expected recurring
capital expenditures and expected (re)development costs.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

CBL & Associates Properties, Inc.

  -- Long-Term IDR to 'BB-' from 'BB+';

  -- Preferred stock to 'B'/'RR6' from 'BB-'/'RR6'.

CBL & Associates Limited Partnership

  -- Long-Term IDR to 'BB-' from 'BB+';

  -- Senior unsecured lines of credit to 'BB-'/'RR4' from
'BB+'/'RR4';

  -- Senior unsecured term loans to 'BB-'/'RR4' from 'BB+'/'RR4';

  -- Senior unsecured notes to 'BB-'/'RR4' from 'BB+'/'RR4'.

The Rating Outlook is Negative.


CDS US: Moody's Lowers CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service downgraded CDS U.S. Intermediate
Holdings, Inc. Corporate Family Rating to B3 from B2 and its
Probability of Default Rating (PDR) to B3-PD from B2-PD because of
continued challenges in the company's operating performance.
Moody's also downgraded the first-lien senior secured term loan
rating to B2, and the second-lien senior secured term loan rating
to Caa2. Moody's also assigned a B2 rating to the Senior Secured
First Lien Revolving Credit Facility due 2022, and has withdrawn a
B1 rating on the Senior Secured First Lien Revolving Credit
Facility due 2020, correcting prior errors. The outlook is changed
to Stable from Negative.

Issuer: CDS U.S. Intermediate Holdings, Inc.:

Corporate Family Rating -- downgraded to B3 from B2

Probability of Default Rating -- downgraded to B3-PD from B2-PD

Senior Secured First-Lien Revolving Credit Facility due 2020 --
withdrawn, from B1 (LGD3)

Senior Secured First-Lien Revolving Credit Facility due 2022 --
assigned B2 (LGD3)

Senior Secured First-Lien Term Loan due 2022, downgraded to B2
(LGD3) from B1 (LGD3)

Senior Secured Second-Lien Term Loan due 2023, downgraded to Caa2
(LGD5) from Caa1 (LGD5)

Outlook Actions:

Issuer: CDS U.S. Intermediate Holdings, Inc.

Outlook, changed to Stable from Negative

RATINGS RATIONALE

Moody's downgraded Cirque du Soleil's ratings due to continued
underperformance in several key areas previously targeted for
growth as well as relative stagnation of its existing core
performing arts business. The withdrawal of the rating on one
Senior Secured First Lien Revolving Credit Facility and the
assignment of a rating to another such Facility results from the
correction of prior errors. On June 13, 2017, following the
extension of the maturity date of the Facility from 2020 to 2022,
Moody's assigned a B1 rating to the amended Facility maturing in
2022 (the 2022 Facility), and announced the impending withdrawal of
the rating on the Facility maturing in 2020 (the 2020 Facility).
However the rating on the 2020 Facility was not withdrawn in 2017,
and in June 2018 the rating on the 2020 Facility was mistakenly
affirmed while the rating on the 2022 Facility was mistakenly
withdrawn. Today's action corrects these errors.

Though Cirque du Soleil continues to expand into new types of shows
and experiences and invests for growth both organically and through
acquisitions, Moody's believes that the company's largely
debt-funded expansion strategy increases the financial strain on
core operations and leaves minimal flexibility to address operating
weaknesses when they arise. The company's financial policy that
favors shareholders has increased credit risk, which together with
the recent deterioration in performance has resulted in a weaker
financial profile. Moody's revised the outlook to stable due to its
expectation that prior investments in content will demonstrate
stronger contribution to revenue and operating income in 2019.
Nevertheless, Moody's notes that the acquisition-driven and
shareholder focused financial policy may prevent further
de-levering even if the core operating performance meets its
expectations. Cirque du Soleil's business model requires ongoing
investments in new content, which has historically compressed free
cash flow generation.

Moody's expects Cirque du Soleil's performance to improve in 2019
due to several new shows opening, however, Moody's anticipates that
leverage will remain at or above 6.5x through the next 12 months.
Moody's expects the company to demonstrate low to mid-teens revenue
and EBITDA growth in 2019 as some of the shows that were closed or
are in transition will re-open in 2019. Moody's expects Cirque du
Soleil to generate slightly negative free cash flow after including
the growth capital spending for its new shows. Moody's expects the
company will maintain adequate liquidity.

The stable outlook reflects Moody's view that the company's core
performing arts shows will remain stable, with expansion and
diversification of portfolio gaining traction in 2019, while offset
by continued exposure to operating risk from localized disruptions
as well as continued competitive pressure from other providers of
live entertainment. The company's shareholder friendly financial
policy reduces the likelihood of further de-levering from improved
operations.

A rating upgrade is unlikely. Moody's could upgrade ratings if
Cirque du Soleil demonstrates improvement in its operating
performance, and reduces and sustains leverage at 5.5x or lower,
and generates positive free cash flow. Ratings could be downgraded
if the operating performance deteriorates and leverage increases to
8x, if additional debt-funded acquisitions occur or upon a
reduction in financial liquidity.

Cirque du Soleil is a provider of unique live acrobatic theatrical
performances. The company currently operates 6 Cirque du Soleil
resident shows, 6 Blue Man Group resident shows, and 11 touring
shows.


CELADON GROUP: Dismisses BKD LLP as Accountants
-----------------------------------------------
Celadon Group, Inc., has dismissed BKD, LLP as the Company's
independent registered public accounting firm.  The decision to
change accountants was approved by the Audit Committee of the
Company's Board of Directors.

As previously disclosed in a Form 8-K dated May 1, 2017, the Audit
Committee concluded that the Company's financial statements for the
fiscal year ended June 30, 2016 and quarters ended Sept. 30 and
Dec. 31, 2016, and related reports of BKD, should not be relied
upon.  As previously disclosed in a Form 8-K dated April 3, 2018,
the Audit Committee and the Company's management concluded that the
annual financial statements for the Company's 2014 and 2015 fiscal
years, the unaudited quarterly reports issued during such periods,
and the unaudited quarterly reports issued during fiscal 2016,
should no longer be relied upon, and that the Company had concluded
there were deficiencies in its internal control over financial
reporting that constituted material weaknesses for each of the
effected periods and, as a result, management's reports on its
internal control over financial reporting as of June 30, 2014, June
30, 2015, and June 30, 2016 should no longer be relied upon.  The
assessment of these matters and their impact on subsequent periods
is ongoing.  BKD has not issued an audit report for the fiscal
years ended June 30, 2017 or 2018, the Company's two most recent
fiscal years.

During the Company's two most recent fiscal years and the
subsequent interim period to Dec. 17, 2018, there were no
disagreements between BKD and the Company on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not
resolved to BKD's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection
with an audit report.

As previously disclosed in a Form 8-K dated May 1, 2017, on April
25, 2017, BKD informed the chair of the Audit Committee that it was
withdrawing its reports on the June 30, 2016, Sept. 30, 2016, and
Dec. 31, 2016 financial statements of the Company and that those
reports should no longer be relied upon.  BKD advised the Company
that additional information relating to transactions involving
revenue equipment held for sale had come to BKD's attention
subsequent to BKD's issuance of its audit report on the Company's
June 30, 2016 financial statements and after the issuance of BKD's
review reports on the Company's Sept. 30, 2016 and Dec. 31, 2016
interim financial statements.  BKD further advised the Company
that, in accordance with PCAOB Auditing Standard 2905, BKD had
performed additional procedures to evaluate this information,
including requesting explanations and supporting documentation from
the Company's management.  Based on the results of BKD's
procedures, BKD advised the Company that BKD was unable to obtain
sufficient appropriate audit evidence to provide a reasonable basis
to support the BKD Withdrawn Reports.  Subsequent to the withdrawal
of its reports, BKD has advised the Company that (i) internal
controls necessary for the Company to develop reliable financial
statements did not exist with respect to the BKD Withdrawn Reports;
and (ii) information had come to BKD's attention that has led it to
no longer be able to rely on former management's representations
with respect to the BKD Withdrawn Reports.  The Audit Committee has
discussed these matters with BKD.

On Dec. 21, 2018, the Company engaged Grant Thornton as the
Company's new independent registered public accounting firm,
effective immediately.  The engagement was previously approved by
the Audit Committee and the Audit Committee authorized the Company
to engage Grant Thornton.  The Company said it will work with Grant
Thornton to complete its audits of the Company's financial
statements for the required unreported periods as soon as
practicable.

During the Company's two most recent fiscal years and during the
subsequent interim periods to Dec. 21, 2018, neither the Company
nor anyone acting on its behalf consulted with Grant Thornton
regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the
Company nor oral advice was provided that Grant Thornton concluded
was an important factor considered by the Company in reaching its
decision as to the accounting, auditing, or financial reporting
issue; or (ii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).

                          About Celadon

Celadon Group, Inc. -- http://www.celadongroup.com/-- provides
long haul, regional, local, dedicated, intermodal,
temperature-protect, and expedited freight service across the
United States, Canada, and Mexico.  The Company also owns Celadon
Logistics Services, which provides freight brokerage services,
freight management, as well as supply chain management solutions,
including logistics, warehousing, and distribution.  The Company is
headquartered in Indianapolis, Indiana.

In a press release dated April 2, 2018, Celadon stated that based
on issues identified in connection with the Audit Committee
investigation and management's review, financial statements for
fiscal years ended June 30, 2014, 2015, 2016, and the quarters
ended Sept. 30 and Dec. 31, 2016, will be restated.  Celadon's new
senior management team, led by the Company's new chief financial
officer and new chief accounting officer, commenced a review of the
Company's current and historical accounting policies and
procedures.  The internal investigation and management review have
identified errors that will require adjustments to the previously
issued 2014, 2015, 2016, and 2017 financial statements.     

Celadon announced on Nov. 29, 2018, that it entered into a Twelfth
Amendment to Amended and Restated Credit Agreement by and among the
Company, certain subsidiaries of the Company as guarantors, Bank of
America, N.A., as lender and Administrative Agent, Wells Fargo
Bank, N.A., and Citizens Bank, N.A., both as lenders, which amends
the Company's existing Amended and Restated Credit Agreement dated
Dec. 12, 2014, among the same parties.  Among other changes, the
Amendment extends the maturity date of the Credit Agreement to June
28, 2019.

On April 18, 2018, Peter Elkins, lead analyst at the New York Stock
Exchange LLC, filed a Form 25 with the Securities and Exchange
Commission notifying the removal from listing or registration of
Celadon's common stock on the Exchange.


CHECKOUT HOLDING: Files Prepackaged Chapter 11 Reorganization Plan
------------------------------------------------------------------
Checkout Holding Corp. and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement in connection with the solicitation of votes on the Joint
Prepackaged Chapter 11 plan or reorganization, dated December 11,
2018.

The Plan contemplates the distribution of New Common Stock to the
Debtors' prepetition secured lenders. Each holder of an allowed
First Lien Debt Claim shall be entitled to receive from the Debtor,
in full and final satisfaction of such Claim, its Pro Rata share of
90% of the New Common Stock issued on the Effective Date.

The First Lien Debt Claims shall be deemed Allowed on the Effective
Date in the aggregate amount of $1,075,545,556.48, minus the
aggregate amount of the DIP Facility Roll-Up Loans.

Moreover, each holder of an allowed Second Lien Debt Claim shall be
entitled to receive from the Debtor, in full and final satisfaction
of such Claim, its Pro Rata share of 10% of the New Common Stock
issued on the Effective Date.

The Second Lien Debt Claims shall be deemed Allowed on the
Effective Date in the aggregate amount of $471,987,841.37.

The legal, equitable, and contractual rights of the holders of
General Unsecured Claims are unaltered by the Plan. Except to the
extent that a holder of a General Unsecured Claim agrees to
different treatment, on and after the Effective Date, the Debtors
shall continue to pay, if Allowed, or dispute each General
Unsecured Claim in the ordinary course of business as if the
Chapter 11 Cases had never been commenced.

The Debtors are represented by:

     Gary T. Holtzer, Esq.
     Ronit J. Berkovich, Esq.
     Jessica Liou, Esq.
     Kevin Bostel, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel.: (212) 310-8000
     Fax: (212) 310-8007

        -- and --

     Mark D. Collins, Esq.
     Jason M. Madron, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Tel.: (302) 651-7700
     Fax: (302) 651-7701

A full-text copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/deb18-12794-12.pdf

Checkout Holding Corp. and and 10 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Case No. 18-12794) on Dec. 12,
2018.  The case is assigned to Judge Kevin Gross.


COOK COUNTY SD 169: S&P Affirms BB+ Rating on GO Bonds
------------------------------------------------------
S&P Global Ratings revised its outlook on Cook County School
District No. 169 (Ford Heights), Ill.'s general obligation (GO)
bonds to stable from negative. At the same time, S&P Global Ratings
affirmed its 'BB+' long-term and underlying ratings on the
district's GO bonds.

"The stable outlook reflects our opinion that the district has
achieved near-structural balance and that its reserve position will
remain very strong throughout the outlook timeframe," said S&P
Global Ratings credit analyst Andrew Truckenmiller.

This is a result of the district right-sizing and making
significant budgetary cuts in fiscal years 2017 and 2018 in order
to not rely on bond proceeds and transfers from other funds to
subsidize operations.  

The rating reflects S&P's opinion of the district's:

-- History of structural imbalance prior to the fiscal 2019
budget;

-- Concentrated property tax base;

-- Low income and adequate market value per capita; High service
area unemployment with a history of low tax collection rates; and

-- High overall debt.

Somewhat offsetting these weaknesses are what we consider the
district's:

-- Participation in the diverse Chicago metropolitan area economy;
and

-- Very strong combined cash reserves in the general--education
and operations-and-maintenance--and working cash funds, albeit
built with bond proceeds.

The stable outlook reflects S&P Global Ratings' opinion that the
district has returned the operating budget to structural balance
after years of expenditure reductions. S&P said, "We believe the
district's very strong reserves, stabilizing components of its
revenue stream, namely its state aid and property tax revenue, and
strategies to manage costs will allow it to maintain at least very
strong reserves going into 2020 even if there are potential
decreases in federal revenue sources or state appropriations. We do
not expect to change the rating within the two-year outlook
horizon."

S&P could raise the rating if the district is able to demonstrate a
track record of stable operations with no use of bond proceeds or
transfers, while maintaining very strong reserves.

S&P could lower the rating for the following reasons:

-- If the district's budget returns to structural imbalance in
future years;

-- If the district's liquidity were to become severely strained
for any reason;

-- If potential future bond issuances caused its already high debt
burden to substantially deteriorate; or

-- If economic factors, such as tax collections, income levels, or
taxpayer concentration were to materially deteriorate.


CORALVILLE, IA: S&P Lowers GO Bonds Rating to BB+, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered its rating to 'BB+' from 'BBB+' on
Coralville, Iowa's outstanding general obligation (GO) bonds. At
the same time, S&P Global Ratings lowered its rating to 'BB' from
'BBB' on the city's outstanding appropriation bonds and lease
rental payment bonds. The outlook is stable.

The rating action reflects the city's intention to move forward
with a roughly $58 million financing for an arena project. The city
is issuing both GO supported debt and GO annual appropriation debt
to support the project. Most of this, about $41 million, is to be
funded with bank loans on a variable rate basis. S&P said, "We have
examined the preliminary loan documents, and we note there are no
remedies under the events of default section allowing for
acceleration of the city's payments to the bank. The interest on
the bank loans is fixed for five years, but resets on the fifth
year. There is no maximum interest rate, which in our view exposes
the city to interest rate risk."

"The lowered rating reflects our view of the city's heightened debt
burden with very high fixed costs, its exposure to high interest
rates on its bank loans, and weakened financial flexibility and
performance as the city moves forward with its plans to construct a
major economic development project centered on an arena," said S&P
Global Ratings credit analyst Helen Samuelson. "We do not
anticipate that the pressure from all of this debt will abate, and
it could be challenging through multiple economic cycles," Ms.
Samuelson added.

S&P notes that in the various documents with Great Western Bank's
portion of the transaction show that the city has assigned as
collateral elements of the project and land as security for
repayment on the debt associated with the project.

The 'BB+' ICR reflects S&P's view of the city's:

-- Very weak debt and contingent liability position, with debt
service carrying charges at 44.1% of expenditures and net direct
debt that is 709.9% of total governmental fund revenue, as well as
high overall net debt at greater than 15% of market value;

-- Weak management, despite "standard" financial policies and
practices under S&P's Financial Management Assessment methodology;


-- Adequate budgetary performance, with operating results that S&P
expects could deteriorate in the near term relative to fiscal 2017,
which closed with operating surpluses in the general fund and at
the total governmental fund level; and

-- Adequate current liquidity, that could erode rapidly should the
multiple economic development projects not come to fruition.

Slightly off-setting these credit weaknesses are:

-- A strong economy, with market value per capita of $120,488 and
projected per capita effective buying income at 138% of the
national level;

-- Strong budgetary flexibility, with an available fund balance in
fiscal 2017 of 45% of operating expenditures, but limited capacity
to reduce expenditures and limited capacity to raise revenues due
to consistent and ongoing political resistance; and

-- A strong institutional framework score.  

The city, with an estimated population of 21,270, is located in
Johnson County, directly northwest of Iowa City, which is home to
the University of Iowa. Residents also have access to employment
opportunities in Cedar Rapids, located approximately 30 miles to
the north.


DELPHI TECHNOLOGIES: Fitch Affirms BB LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Delphi Technologies PLC at 'BB'. Fitch has also affirmed DLPH's
senior unsecured notes rating at 'BB'/'RR4'. Fitch's ratings apply
to $800 million in senior unsecured notes. The Rating Outlook for
DLPH is Stable.

KEY RATING DRIVERS

DLPH's ratings reflect its relatively strong market position in
powertrain products and technology, a global footprint with a
significant presence in Europe and Asia, and a broad mix of
original equipment manufacturer (OEM) and aftermarket customers.
The ratings also consider the company's good growth prospects, with
projected low- to mid-single-digit intermediate-term revenue
growth, despite near-term headwinds related to the shift away from
diesel passenger cars in Europe and weakness in the Chinese auto
market. Fitch expects the company to generate relatively healthy
intermediate-term EBITDA margins of around 15% and modestly
positive post-dividend FCF margins in the low-single-digit range.

Rating concerns include the cyclical nature of the global auto
industry, intense industry competition, potentially volatile raw
material costs, and a long-term industry migration toward electric
powertrains. In addition, DLPH is smaller and has a narrower
product line than some of its key competitors, and it has a limited
track record as a standalone company. Partially mitigating these
concerns is DLPH's expertise and product offerings in power
electronics, which will see significant demand growth as hybrid and
electric vehicles capture a larger share of the global automotive
market. The departure of the company's CEO in October 2018, only 10
months after DLPH's separation from Aptiv PLC, is also a rating
concern. Fitch does not expect the company to undertake any
significant strategic changes as it looks for a permanent
replacement.

Fitch expects DLPH's EBITDA leverage (debt/Fitch-calculated EBITDA)
will run in the low-2x range over the intermediate term. Over the
longer term, leverage could decline to the upper 1x range, assuming
EBITDA grows on higher business levels and the company does not
make any significant debt-funded acquisitions. Fitch expects FFO
adjusted leverage to decline to the low-3x range over the
intermediate term and to fall below 3x over the longer term.
Fitch's calculation of debt includes an estimate of DLPH's
off-balance sheet factoring, which is related to certain factored
aftermarket receivables. Fitch estimates the company had a little
over $100 million in outstanding factoring at Sept. 30, 2018. Based
on Fitch's calculations, actual EBITDA leverage at Sept. 30, 2018
was 2.5x and FFO adjusted leverage was 4.5x. Fitch expects both
metrics to decline over the intermediate term as DLPH makes
amortization payments on its term loan, as business levels grow,
and as it cycles past costs associated with setting up its
standalone business.

Fitch expects DLPH to produce positive FCF over the intermediate
term, with post-dividend FCF margins running in the
low-single-digit range. In the near term, Fitch expects FCF will be
pressured by higher capital spending related to new business wins,
as well as some continued operating costs related to the company's
ongoing transition into a standalone company. Fitch expects the
standalone company costs will be substantially lower in 2019 than
in 2018 and virtually gone in 2020. Over the longer term, Fitch
expects relatively solid operating cash flow will generally provide
the company with sufficient flexibility to fund capital spending,
smaller acquisitions and, potentially, some enhanced shareholder
returns without the need for significant incremental long-term
borrowing. In the LTM ended Sept. 30, 2018, the company's actual
post-dividend FCF margin (including an adjustment for the cash flow
effect of factoring) was 0.8%.

Fitch has assigned a recovery rating of 'RR4' to DLPH's senior
unsecured notes, reflecting Fitch's view that they would have
average recovery prospects in the 31% to 50% range in a distressed
scenario.

DERIVATION SUMMARY

DLPH's ratings reflect its positioning as a smaller auto supplier
with a more focused product line than most of its peers. However,
DLPH generates EBITDA margins that are at the higher end of its
peers, as well as above average FCF/adjusted debt. DLPH's leverage
metrics are modestly weaker than its investment-grade peers and
generally in-line with auto suppliers in the 'BB' category. DLPH's
ratings also consider its limited track record as a standalone
company.

BorgWarner Inc. (BBB+/Stable) has around double the revenue of
DLPH, with similar EBITDA margins, but it has significantly lower
leverage. Tenneco Inc. (BB-/Stable), following its acquisition of
Federal-Mogul LLC, has nearly four times the revenue of DLPH, but
with lower EBITDA margins (partly explained by a high percentage of
pass-through commodity-driven revenue) and significantly higher
financial leverage.

KEY ASSUMPTIONS

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

  -- Revenue grows at a low- to mid-single-digit rate over the
intermediate term;

-- EBITDA margins run in the 15% to 16% range, lower than the
pre-separation level, as the company shoulders more standalone
costs;

  -- Capital spending is projected to track at around 5% to 6% of
revenues over the longer term;

  -- FCF is expected to be slightly positive in 2018, pressured, in
part, by non-recurring separation-related costs, while
post-dividend FCF margins grow to the low-single-digit range over
the longer term.

RATING SENSITIVITIES

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

  -- Growth and diversification of the company's product line,
improving long-term growth prospects and moderating cyclicality;

  -- A demonstrated commitment to deleveraging, with sustained
EBITDA leverage below 2x and FFO adjusted leverage below 3x;

  -- Sustained FCF margins in the mid-single-digit range.

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

  -- An unexpected sharp decline in global auto production;

  -- A decline in the company's EBITDA margins to below 13% for an
extended period;

  -- A sustained increase in debt/EBITDA above 2.5x and FFO
adjusted leverage above 3.5x for an extended period.

LIQUIDITY

Fitch expects DLPH's liquidity position to remain adequate over the
intermediate term. At Sept. 30, 2018, the company had $340 million
in unrestricted cash and cash equivalents, augmented by full
availability on its $500 million secured revolver. Based on its
criteria, Fitch has treated $50 million of DLPH's cash as "not
readily available" for purposes of calculating net metrics. This is
based on Fitch's estimate of cash needed to cover seasonality in
DLPH's business. Fitch expects DLPH will follow a disciplined and
relatively conservative capital allocation strategy that
prioritizes business investment over share repurchases. As such,
Fitch expects the company would generally reduce any share
repurchase activity when it needs to conserve liquidity.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

Delphi Technologies PLC

  -- Long-Term Issuer Default Rating at 'BB';

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


DIGICERT PARENT: Fitch Lowers LT IDR to B+, Outlook Stable
----------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
for DigiCert Parent, Inc. and DigiCert Holdings, Inc. to 'B+' from
'BB-'. The Rating Outlook is Stable. Fitch has also affirmed the
'BB+'/'RR1' rating for DigiCert's $90 million secured revolving
credit facility and $1.447 billion first lien secured term loan and
downgraded the $400 million second lien secured term loan to
'B-'/'RR6' from 'BB-'/'RR4'.

The ratings reflect Fitch's belief that DigiCert's gross leverage
will remain elevated relative to the expectations for the 'BB-'
rating category. Despite DigiCert's leading market position in the
Certificate Authority (CA) segment, Fitch forecasts company's
organic EBITDA growth to be modest through the forecast period. The
private equity ownership is likely to prioritize optimization of
ROE over debt repayment; this is likely to limit acceleration of
deleveraging through debt prepayment. Fitch's projected financial
leverage for DigiCert is more consistent with the 'B+' rating
category.

KEY RATING DRIVERS

Strong Position in Niche Segment: With the acquisition of Symantec
Corp.'s website security service in 2017, DigiCert has effectively
consolidated the CA industry with a solid leading position, and an
even stronger position in the core Extended Validation (EV) and
Organizational Validation (OV) segments. The industry is expected
to grow in the high single digits in the near term, with EV and OV
growing at near 10%, and Domain Validation declining.

Limited Technology Obsolescent Risks: With increasing information
being exchanged over the internet, the need to ensure data security
will continue to rise. SSL security provides an important layer of
security by verifying and authenticating websites being accessed,
and encrypting data being transported over the internet. Fitch
believes SSL technology will be continuously enhanced by building
on the existing foundations to ensure full backward compatibility
rather than being replaced by new disruptive technologies; this
tends to favor incumbents such as DigiCert.

Benefits from New Access Platforms: While access to internet data
has evolved from browsers to mobile applications, and increasingly
to Internet of Things, SSL technology provides the versatility to
secure data across various access platforms. Fitch expects SSL
technology to continue to grow along with new access platforms and
devices.

Browser Lifecycle a High Entry Barrier: CAs need to be embedded
into various available browsers, which could result in new CAs
being incompatible with outdated browsers, as it could take five to
10 years for older browsers to be eliminated from the market.
Without full compatibility with all existing browsers, the value of
certificates issued by new CAs diminishes, limiting acceptance by
websites that subscribe to CA service. Fitch believes the inability
to be fully compatible is an effective entry barrier.

Recurring Revenue and Strong Profitability: Consistent with
historical revenue trends, DigiCert revenue is expected to be 100%
subscription based with 100% net retention rate. This results in a
highly predictable operating profile for the company. Given the
concentrated industry structure and high entry barriers, Fitch
expects DigiCert to sustain strong profitability.

Ownership Could Limit Deleveraging: DigiCert is over 50% owned by
private equity firm Thoma Bravo. Fitch believes private equity
ownership is likely to result in some level of ongoing leverage to
optimize ROE. The agency anticipates that DigiCert will complete
the integration of Symantec by early 2019 to fully realize the
expected synergies. Fitch expects the company to gradually delever
through EBITDA growth; however, prepayment of debt could be limited
given the ownership structure that could prioritize ROE
optimization.

DERIVATION SUMMARY

DigiCert Holdings, Inc. is a CA that enables trusted communications
between website servers and terminal devices such as browsers and
smartphone applications. A CA verifies and authenticates the
validity of websites and their hosting entities, and facilitates
the encryption of data on the internet. CA services are 100%
subscription based, and generally recurring in nature. DigiCert is
the revenue market share leader in the space after acquiring
Symantec's Website Security Services in 2017. The merger combined
DigiCert's technology platform with Symantec's large customer base.
The downgrade to 'B+' reflects Fitch's view that DigiCert's gross
leverage is likely to remain at levels more consistent with 'B'
rating category peers with robust operating profiles. Despite the
strong profitability, Fitch believes the private equity ownership
is likely to prioritize ROE optimization over accelerated
deleveraging resulting in gross leverage remaining at approximately
6x; Fitch had previously expected gross leverage to decline to
approximately 5x by 2019.

Fitch's ratings on DigiCert reflect its view of the resilience and
the predictability of DigiCert's revenue and profitability as a
result of the continuing demand for trust over the internet.
DigiCert has solidified its strong position in the segment as
illustrated through the company's operating profile. The
acquisition of Symantec's WSS has enabled DigiCert to increase its
operating efficiency by streamlining the operations in the combined
entity. Within the broader internet security segment, Symantec
Corporation (BB+/Positive) is also a leader in its space; Symantec
has larger scale and lower financial leverage than DigiCert;
however, Symantec operates in a more competitive space and does not
have the dominant position as DigiCert has in its niche space as
reflected in their respective profit margins.

KEY ASSUMPTIONS

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

  -- Revenue growth in the low single-digits;

  -- EBITDA margins remaining stable;

  -- Capex at 2.5%-3% of revenue;

  -- Debt repayment totalling nearly $200 million during 2019 -
2021;

  -- Aggregate acquisitions of $75 million through 2021 funded with
cash on balance sheet.

In estimating a distressed EV for DigiCert, Fitch assumes a going
concern EBITDA that is approximately 20% lower relative to pro
forma LTM EBITDA resulting from a combination of revenue decline
and margin compression on lower revenue scale due to customer
churn. Fitch applies a 7x multiple to arrive at EV of $1.6 billion.
The multiple is higher than the median TMT enterprise value
multiple, but is in line with other similar software companies that
exhibit strong FCF characteristics. In the 21st edition of Fitch's
Bankruptcy Enterprise Values and Creditor Recoveries case studies,
Fitch notes nine past reorganizations in the technology sector with
recovery multiples ranging from 2.6x to 10.8x. Of these companies,
only three were in the software sector: Allen Systems Group, Inc.,
Avaya, Inc. and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Fitch
believes DigiCert's resilient operating profile supports a recovery
multiple near the high-end of this range.

RATING SENSITIVITIES

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

  -- Fitch's expectation of forward total leverage sustaining below
5.5x;

  -- FCF margin sustaining above 25%;

  -- Revenue growth in the mid-single digits, implying stable
market share.

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

  -- Fitch's expectation of forward total leverage sustaining above
6.5x;

  -- Sustained negative revenue growth;

  -- FCF margin sustaining below 15%.

LIQUIDITY

Given the strong cash generation capabilities, Fitch believes
DigiCert will have solid liquidity. DigiCert had approximately $100
million of cash and cash equivalents on its balance sheet as of
Sept. 30, 2018. In conjunction with FCF generation, DigiCert has
sufficient liquidity to meet its near-term obligations.

DigiCert's maturity schedule is manageable. The next scheduled
maturity is in 2024 when its $1.447 billion first lien term loan is
due.

Debt Structure:

  -- $1.447 billion first lien secured term loan due 2024;

  -- $400 million second lien secured term loan due 2025.

FULL LIST OF RATING ACTIONS

DigiCert Parent, Inc.

  - Long-term IDR downgraded to 'B+' from 'BB-'; Outlook Stable.

DigiCert Holdings, Inc.

  - Long-term IDR downgraded to 'B+' from 'BB-'; Outlook Stable;

  - $90 million Secured Revolving Credit Facility affirmed at
'BB+/RR1';

  - $1.447 billion 1st lien secured term loan affirmed at
'BB+/RR1';

  - $400 million 2nd lien secured term loan downgraded to 'B-/RR6'
from 'BB-/RR4'.


DIOCESE OF WINONA: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------------
The U.S. Trustee for Region 12 on Dec. 19 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Diocese of Winona-Rochester.

The committee members are:

     (1) Creditor: Hans Meier    
         c/o Patrick Noaker    
         Noaker Law Firm, LLC    
         333 Washington Ave N, Suite 341    
         Minneapolis, MN 55401    
         Phone: (612) 349-2735        

     (2) Creditor: Mari Jo Bell         
         c/o Jeff Anderson    
         Jeff Anderson & Associates PA    
         366 Jackson Street, Suite 100    
         St. Paul, MN 55101    
         Phone: (651) 227-9990     

     (3) Creditor: James Keenan         
         c/o Jeff Anderson    
         Jeff Anderson & Associates PA    
         366 Jackson Street, Suite 100    
         St. Paul, MN 55101    
         Phone: (651) 227-9990

     (4) Creditor:  Timothy Allen    
         c/o Jeff Anderson    
         Jeff Anderson & Associates PA    
         366 Jackson Street, Suite 100    
         St. Paul, MN 55101    
         Phone: (651) 227-9990

     (5) Creditor: John Klein    
         c/o Jeff Anderson     
         Jeff Anderson & Associates PA    
         366 Jackson Street, Suite 100    
         St. Paul, MN 55101    
         Phone: (651) 227-9990   

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

              About the Diocese of Winona-Rochester

The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries.  The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles.  The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona.  The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.

The Diocese of Winona-Rochester sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018.  In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing.  The case is assigned to Judge Robert J.
Kressel.  Bodman PLC is the Debtor's bankruptcy counsel.  Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel.  Alliance Management, LLC, is the financial consultant.


DOYLESTOWN HOSPITAL: Moody's Lowers Rating on $93MM Debt to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded Doylestown Hospital (PA)
to Ba1 from Baa3, affecting approximately $93 million of rated debt
issued through the Doylestown Hospital Authority. Concurrently, the
ratings have been placed under review for further downgrade.

RATINGS RATIONALE

The downgrade to Ba1 reflects the material variance in FY 2018
operating performance to expectations and continued trend of weak
performance. Though management is budgeting a rebound in margins
from various performance improvement initiatives, performance will
likely remain variable and below historical levels given timing of
value based payments and investments in growth strategies, which
are necessary in a broadly competitive region. With more modest
cashflow, debt service coverage ratios will weaken and liquidity
growth will be limited, which could place additional stress on
meeting financial covenants. The rating downgrade considers an
expected breach of a rating trigger under the Series 2013B bonds
and increased risk of immediate acceleration of all debt, given
cross-default provisions. Currently, the system does not have
sufficient cash to cover outstanding debt in the event of an
acceleration of all bonds.

The Ba1 rating favorably considers Doylestown's strategies to
maintain or grow its leading market position in a favorable service
area, which provides for a healthy payor mix and will continue to
support stable volume trends and good revenue growth.

RATING OUTLOOK

The rating is under review for further downgrade due to increased
acceleration risk from an assumed rating trigger covenant breach.
Its review will focus on resolution of or reduction in acceleration
risk.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - An upgrade is unlikely at this time given the rating is under
review for downgrade

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Inability to reduce acceleration risk

  - Further weakening of margins

  - Decline in unrestricted cash and investments

LEGAL SECURITY

The obligated group is comprised of Doylestown Hospital, Pine Run
Community and a guaranty agreement from the Foundation. The bonds
are secured by a lien and security interest in the hospital's gross
revenues, a mortgage on the Hospital's acute care facility, and a
security interest in the Foundation's gross revenues.

Doylestown is subject to restrictive financial covenants measured
to the obligated group which includes Doylestown Hospital,
Doylestown Foundation and Pine Run Community. Covenants include
maintaining a minimum 90 days cash on hand under the bank private
placement associated with the Series 2013B (measured annually at
6/30), but only 80 days under the Master Trust Indenture (MTI)
(measured semi-annually at 12/31 and 6/30), not less than 1.35
times annual debt service coverage, and equal to or less than 66.6%
debt to capitalization.

In addition to the financial covenants the system is required to
maintain a Baa3 rating under the Series 2013B bonds (not rated by
Moody's); failure to do so would trigger an event of default and
could cause immediate acceleration of all outstanding debt given
cross default provisions in all bond documents. Moreover, although
a breach of any of the financial covenants would also trigger an
event of default, Doylestown expects to clear all of its financial
covenants in the coming year.

PROFILE

Doylestown Hospital operates community focused healthcare
facilities serving patients in the northern suburban communities of
Philadelphia, including Bucks and Montgomery counties in
Pennsylvania and the town of Lambertville in New Jersey.


EASTMAN KODAK: General Counsel Quits to Pursue a New Opportunity
----------------------------------------------------------------
Sharon E. Underberg, general counsel, secretary and senior vice
president, Eastman Kodak Company, had notified the Company of her
voluntary resignation from the Company effective Jan. 15, 2019 in
order to pursue a new opportunity.  Roger W. Byrd, assistant
general counsel and vice president, legal department, has been
appointed by the Board of Directors to succeed Ms. Underberg as
general counsel, secretary and senior vice president, effective
Jan. 16, 2019.  

                       About Eastman Kodak

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

                          Going Concern

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

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

As of Nov. 9, 2018, Kodak has debt coming due within twelve months
and does not have committed financing or available liquidity to
meet those debt obligations if they were to become due in
accordance with their current terms.  In October 2018, Kodak
entered into a non-binding work letter with an existing lender
under the First Lien Term Credit Agreement and another potential
financing source, which outlines the terms and conditions of a
proposed new term loan facility.  The proceeds from the proposed
new facility, if consummated, would be used to refinance the loans
under the First Lien Term Credit Agreement in full.  The
non-binding work letter replaces the non-binding letter of intent
entered into during the third quarter of 2018.  Under the
non-binding work letter, Kodak has agreed to work exclusively with
the potential financing sources to reach a binding commitment
letter setting out the key terms of the proposed new facility.
Kodak is currently in negotiations with the potential financing
sources regarding the terms of the proposed new facility, however,
there can be no assurance that Kodak and the potential financing

Kodak has retained an investment banker in connection with a sale
of its Flexographic Packaging segment and is in negotiations on an
exclusive basis to sell this segment.  Net proceeds from any sale
of Kodak's Flexographic Packaging segment will be used to reduce
outstanding term loan debt.  Under the terms of the First Lien Term
Credit Agreement, Kodak is required to maintain a Secured Leverage
Ratio.  The Secured Leverage Ratio is generally determined by
dividing secured debt, net of U.S. cash and cash equivalents, by
consolidated EBITDA, as calculated under the First Lien Term Credit
Agreement.  The consolidated EBITDA, as calculated under the First
Lien Term Credit Agreement, could be adversely affected by the sale
process or the sale of the Flexographic Packaging segment, which
could result in non-compliance with a debt covenant.

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

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

Kodak makes no assurances regarding the likelihood, certainty or
timing of consummating any asset sales, including of the
Flexographic Packaging segment, refinancing of the Company's
existing debt, or regarding the sufficiency of any such actions to
meet Kodak's debt obligations, including compliance with debt
covenants, or other commitments in the U.S. as they come due.

Kodak said these conditions raise substantial doubt about its
ability to continue as a going concern.

            Sale of Flexographic Packaging Segment

Eastman Kodak Company has entered into a definitive agreement to
sell its Flexographic Packaging Division to Montagu Private Equity
LLP, a private equity firm.  After closing, the business will
operate as a new standalone company which will develop, manufacture
and sell flexographic products, including the flagship KODAK
FLEXCEL NX System, to the packaging print segment.  Under its new
ownership, the business will have the same organizational
structure, management team and growth culture that has served
Kodak's Flexographic Packaging Division well in recent years. Chris
Payne, who has served as president of the Flexographic Packaging
Division for the last three years, will lead the new company as
CEO.


ECONO CAR: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Econo Car Rentals, Inc. as of Dec. 19,
according to a court docket.

                   About Econo Car Rentals Inc.

Econo Car Rentals, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 8:18-bk-09676-CPM) on November 9, 2018,
disclosing less than $1 million in both assets and liabilities. The
Debtor hired The Law Offices of Norman and Bullington Chartered, as
its counsel.


ELWOOD ENERGY: S&P Affirms BB+ Rating on Sr. Secured Debt
---------------------------------------------------------
Elwood Energy LLC is reducing the amount in its six-month debt
service reserve account (DSRA) based on lower debt service
requirements.

On Dec. 20, 2018, S&P Global Ratings affirmed its 'BB+' senior
secured debt rating on Elwood, based on strong cash flow generation
and liquidity.

The company currently has a six-month DSRA to support liquidity for
the project. The DSRA is funded via a letter of credit (LOC) from
Sumitomo Mitsui Bank Corp. The project makes payments Jan. 5 and
July 5 of each year. However, the bond's amortization is not
uniform between the two semiannual payments.

The stable outlook reflects consistent operations and our
expectation that the ComEd market will continue to clear at higher
capacity prices than the rest of PJM. Furthermore, the fully
amortizing debt profile means that the forecast average debt
service coverage ratio (DSCR) is above 2.75x. A six-month debt
service reserve supports project cash flow.

S&P said, "The main factor that could lead to a downgrade in our
year-long outlook period would be lower-than-forecast energy
revenues and capacity prices, driven by falling demand and
increased incremental supply in the PJM market. More specifically,
this would occur if the DSCR drops consistently below 1.75x. We
could also take a negative rating action if the project fails to
increase the amount of the LC to support the increased required
debt service reserve in July 2019."

Developments that could lead to an upgrade would be significant
improvement in financial performance, most likely from PJM capacity
prices that well exceed S&P's assumptions, leading to DSCRs
consistently above 2.1x.


FANNIE MAE: George Haywood Quits from Board of Directors
--------------------------------------------------------
George W. Haywood has notified Federal National Mortgage
Association of his resignation from Fannie Mae's Board of
Directors, effective Dec. 31, 2018.

                 About Fannie Mae and Freddie Mac

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

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

                 About Fannie Mae's Conservative and
                      Agreements with Treasury

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

Fannie Mae expects to pay Treasury a fourth quarter 2018 dividend
of $4.0 billion by Dec. 31, 2018.  The current dividend provisions
of the senior preferred stock provide for quarterly dividends
consisting of the amount, if any, by which the company's net worth
as of the end of the immediately preceding fiscal quarter exceeds a
$3.0 billion capital reserve amount.  The company refers to this as
a "net worth sweep" dividend.  The company's net worth was $7.0
billion as of Sept. 30, 2018.

If Fannie Mae experiences a net worth deficit in a future quarter,
the company will be required to draw additional funds from Treasury
under the senior preferred stock purchase agreement to avoid being
placed into receivership.  As of Nov. 2, 2018, the maximum amount
of remaining funding under the agreement is $113.9 billion.  If the
company were to draw additional funds from Treasury under the
agreement with respect to a future period, the amount of remaining
funding under the agreement would be reduced by the amount of its
draw.  Dividend payments Fannie Mae makes to Treasury do not
restore or increase the amount of funding available to the company
under the agreement.


FINCO I LLC: S&P Alters Outlook to Stable & Affirms 'BB' ICR
------------------------------------------------------------
S&P Global Ratings said it revised its outlook on FinCo I LLC
(Fortress) to stable from negative. S&P also affirmed its issuer
credit rating at 'BB'.

At the same time, S&P affirmed its 'BB' issue rating on the firm's
first-lien revolver and term loan. The recovery rating on both
securities is '3', denoting a meaningful (50%-70%; rounded estimate
50%) in the event of a payment default.

The outlook revision on Fortress reflects the outlook revision on
SoftBank Group Corp. (SoftBank), Fortress' parent company, to
stable from negative. S&P's previous negative outlook on Fortress
was solely based on the outlook on the parent given its view that
deterioration in SoftBank's creditworthiness would affect Fortress'
overall creditworthiness as well.  

S&P said, "Our issuer credit rating on Fortress continues to
benefit from one notch of uplift based on our view that Fortress
has a moderate level of strategic importance to SoftBank
(BB+/Stable/--). This strategic importance stems from Fortress'
deep experience in asset management, a key part of SoftBank's
growth strategy. As a result, we believe SoftBank could provide
some liquidity or capital support to Fortress in the event of a
stress scenario. On the other hand, our rating on SoftBank acts as
a cap to our issuer credit rating on Fortress because of SoftBank's
control (and thus ability to negatively influence financial policy)
of Fortress."

Fortress continues to largely perform in-line with our
expectations. 2018 has been a year of strong performance fee
earnings for the firm. Year to date through Sept. 30, 2018,
Fortress had $511 million in gross performance fees, up over 50%
from the previous year. This has  also driven modestly higher
realized EBITDA year-over-year despite moderating management fees.
S&P believes Fortress remains in position to have a solid 2019.
Notably, as of Sept. 30, 2018, the firm had $1.4 billion in gross
undistributed performance fees that were largely in credit funds
that are past their investment or commitment periods.

S&P said "The stable outlook reflects our expectation for Fortress
to continue to have solid (although not necessarily improving)
financial performance into 2019 driven primarily by elevated
performance fee earnings. We expect leverage to continue to improve
into 2019, coming down to 4x-4.5x based on our adjusted metric.

"We could downgrade Fortress if the company's leverage increased to
beyond 5x on a sustained basis. Additionally, if we were to
downgrade SoftBank, we would also downgrade Fortress, unless the
company's leverage declined to comfortably below 4x on a sustained
basis, which we would consider to be consistent with a 'bb' (versus
'bb-' now) stand-alone profile."

An upgrade is unlikely. For S&P to raise the rating, Fortress'
leverage would have to fall to below 3x while the rating on
SoftBank remained 'BB+'.



FLEXENTIAL INTERMEDIATE: S&P Lowers ICR to to 'B-', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings is lowering the issuer credit rating one notch
to 'B-' from 'B', and all other ratings, as it now expects leverage
to remain above 7x through 2019.

S&P said, "U.S.-based data center operator Flexential Intermediate
Corp. has underperformed our expectations because slower than
expected revenue growth and synergies from acquisitions increased
debt to annualized EBITDA to 9.9x as of Sept. 30, 2018, compared
with our forecast of about 7.5x by the end of 2018.

"We now expect full run-rate synergies to materialize in 2020,
instead of 2019 as forecast, along with elevated selling, general
and administrative (SG&A) spending as the company integrates
systems and sales personnel to support its national footprint.

"The downgrade reflects the company's limited leverage improvement,
which lagged our expectations, due to integration costs, slower
than expected revenue growth, and delays in realized synergies.
This led to EBITDA margins of about 39% for the nine months ended
Sept. 30, 2018, compared with expectations of mid-40% in 2018 and
debt to annualized EBITDA of around 9.9x as of Sept. 30, 2018,
instead of around 7.5x."

"The stable outlook reflects our expectation that, although
leverage will remain elevated over the next two years as
Flextential focuses on integration and selling to a larger customer
base, we see a credible path to deleveraging and view the capital
structure as sustainable.

"We could raise the rating if the company exceeds revenue growth
forecasts by roughly 200 basis points (bps) and realizes synergies
faster than anticipated. In this case, EBITDA margin would exceed
our forecast by roughly 200 bps, causing leverage to improve to the
low-7x area in 2019.

"Although unlikely over the next year, we could lower the rating if
it deteriorates such that we view the capital structure as
unsustainable with no credible path to reduce leverage. This would
likely occur as a result of excessive customer churn, increased
pricing pressures as competition intensifies, ongoing integration
challenges, or a macroeconomic slowdown. We could also lower the
rating if liquidity becomes inadequate to service debt, though we
view this as unlikely over the next year given a sizable revolver
and high discretionary capital expenditures (capex) that the
company could reduce."


FOMO GLASS: Unsecured Claims Total $19K Under Plan
--------------------------------------------------
FOMO Glass, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Delaware a disclosure statement explaining its
Chapter 11 plan.

The Debtor's general unsecured creditors have aggregate and/or
estimated claims of $19,813.14. Said creditors shall be paid pro
rata, after administrative claims, from the proceeds of Debtors
daily operations. A dividend of 10%, with 1.6% commencing with the
first payment, shall be paid to these creditors, pro rata over four
quarterly payments, commencing on the first day after one year from
the effective date month of Debtor's Plan of Reorganization. The
quarterly, aggregate payment, with interest, will be $500.21
commencing on the set payment date.

A full-text copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/flnb18-40315-116.pdf

        About FOMO Glass LLC

About FOMO Glass, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40236) on May 2,
2018.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$100,000.  

Judge Karen K. Specie presides over the case.  The Debtor hired
Thomas Woodward Law Firm, PLLC as its bankruptcy counsel.


GIGA WATT: U.S. Trustee Forms 2-Member Committee
------------------------------------------------
The Office of the U.S. Trustee on Dec. 19 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Giga Watt, Inc.

The committee members are:

     (1) Brett Woodward, Inc.  
         307 SW 2nd St.  
         Redmond, OR 97756  
         Phone: (541) 504-5538

     (2) Schmitt Electric, Inc.  
         1114 Walla Walla Ave.  
         Wenatchee, WA 98801  
         Phone: (509) 662-3518

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

                      About Giga Watt Inc.

Giga Watt Inc. is a cryptocurrency mining services provider based
in East Wenatchee, Washington.

Giga Watt Inc. filed for Chapter 11 protection (Bankr. E.D. Wash.
Case No. 18-03197) on Nov. 19, 2018.  In the petition signed by
Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in
assets and $10 million to $50 million in liabilities.  The case is
assigned to Judge Frederick P. Corbit.  Winston & Cashatt, Lawyers,
led by shareholder Timothy R. Fischer, serves as counsel to the
Debtor.


GIGA-TRONICS INC: Extends Loan Maturity to Nov. 1, 2019
-------------------------------------------------------
Giga-tronics Incorporated, its wholly-owned subsidiary,
Microsource, Inc., and Partners for Growth V, L.P. have agreed to
modify an existing Loan and Security Agreement dated as of April
27, 2017.

The Company has borrowed $1,500,000 under the Loan Agreement and as
of Nov. 30, 2018, $157,626 in accrued interest was outstanding. The
Loan Agreement provides that all principal and interest is due on
May 1, 2019.

When effective, the Modification will modify the Loan Agreement to
provide that (i) the Company will begin to make monthly interest
only payments through April 30, 2019, (ii) on May 1, 2019, the
Company will pay all accrued interest on the loan, which will be
$197,080; (iii) beginning May 1, 2019, the Company will make
monthly principal payments of $75,000, plus accrued interest and
(iv) the maturity date of the loan will be extended from May 1,
2019 to Nov. 1, 2019.

The effectiveness of the modification is subject to Company raising
$500,000 in new equity capital Nov. 18, 2018.

A full-text copy of the Conditional Waiver & Modification No. 1 to
Loan and Security Agreement is available at no charge at:

                      https://is.gd/OyuzMg

                        About Giga-tronics

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

Giga-Tronics reported a net loss of $3.10 million for the year
ended March 31, 2018, compared to a net loss of $1.54 million for
the year ended March 25, 2017.  As of Sept. 29, 2018, the Company
had $6.40 million in total assets, $4.87 million in total
liabilities, and $1.52 million in total shareholders' equity.

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


GLANSAOL HOLDINGS: Jan. 3 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
William T. Neary, United States Trustee, for Region 2, will hold an
organizational meeting on Jan. 3, 2019, at 11:00 a.m. in the
bankruptcy case of Glansaol Holdings Inc., et al.

The meeting will be held at:

         United States Bankruptcy Court
         One Bowling Green, Room 511
         New York, NY 10004

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

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

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

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

                       About Glansaol Holdings

Headquartered in New York, Glansaol Holdings and its subsidiaries
are an independent prestige beauty and personal care companies.

On Dec. 19, 2018, Glansaol Holdings Inc. and seven of its
subsidiaries filed voluntary Chapter 11 petitions (Bankr. S.D. N.Y.
Lead Case No. 18-14102).  The Debtors listed assets and liabilities
of $10 million to $50 million.

The Debtors tapped Willkie Farr & Gallagher LLP as attorneys;
Emerald Capital Advisors as financial advisors; and Omni Management
Group Inc. as claims and noticing agent.


GLASS MOUNTAIN: Moody's Lowers CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded the ratings on Glass Mountain
Pipeline Holdings, LLC, including the Corporate Family Rating to B3
from B2, Probability of Default Rating to B3-PD from B2-PD, and the
ratings on the senior secured credit term loan B and revolving
credit facility to B3 from B2. The outlook is stable.

"The downgrade of Glass Mountain Pipeline Holdings' ratings reflect
its high leverage, slower than expected ramp up in volumes
following the start of its STACK pipeline extension and uncertainty
over the addition of new volumes to its pipeline system in 2019,"
stated James Wilkins, Moody's Senior Analyst.

The following summarizes the ratings activity.

Ratings downgraded:

Issuer: Glass Mountain Pipeline Holdings, LLC

Corporate Family Rating, downgraded to B3 from B2

Probability of Default Rating, downgraded to B3-PD from B2-PD

$300 million Sr Sec First Lien Term Loan B due 2024, downgraded to
B3 (LGD4) from B2 (LGD4)

$25 million Sr Sec Revolving Credit Facility due 2022, downgraded
to B3 (LGD4) from B2 (LGD4)

Outlook actions:

Outlook remains Stable

RATINGS RATIONALE

GMP's CFR downgrade reflects the slower than expected ramp up in
volumes and EBITDA generation since starting in the first quarter
2018 a new pipeline extension servicing the STACK and potential for
leverage to remain elevated throughout 2019. GMP expects to add
volumes in 2019 to its pipeline system, which will improve its
EBITDA and leverage. Current credit metrics are weak as transported
volumes during 2018 have been roughly flat in the Mississippi Lime
/ Granite Wash and ramped up more slowly than originally projected
by GMP in the STACK. The company's leverage based on 2018 Q3
run-rate EBITDA was over 10x as of September 30, 2018. While the
company has been active in securing new transportation contracts
and expects its largest customer in the STACK will continue to be
active in the basin, there is uncertainty over when cash flow
generation and leverage metrics will improve to levels typical of
B3-rated issuers. Some of GMP's potential new business calls for
construction of extensions to its pipeline network, which will
delay repayment of debt under the excess cash flow sweep. External
equity funding, however, could ultimately lead to stronger credit
metrics.

GMP's B3 CFR also reflects the company's modest scale, concentrated
customer base with two large customers, need to increase EBITDA to
reduce leverage to levels more typical of single-B rated midstream
entities, and limited operating history. The ratings are supported
by largely fee-based contracts (minimizing direct commodity price
risk) that can lead to stable cash flow generation, low working
capital requirements, and an excess cash flow sweep that will
require repayment of debt, but may not result in meaningful debt
reduction as long as the company has material growth capital
projects. The company volumes sourced from the STACK, where Devon
Energy operates under an acreage dedication agreement with GMP,
will drive revenue growth. However, there continues to be risks
associated with GMP's growth plans. The company believes that the
STACK's attractive crude oil exploration and production economics
will drive ongoing development efforts in the basin, while the
incremental savings that GMP's pipeline transportation offers to
producers over trucking will attract crude oil volumes.

The senior secured term loan B and senior secured revolving credit
facility are rated B3, the same level as the B3 CFR, consistent
with Moody's Loss Given Default (LGD) methodology. The lack of
notching of the ratings on the debt relative to the CFR reflects
the fact that the debt under the proposed credit facilities
comprises all of the company's third party debt and almost all of
its liabilities. The term loan and revolver are pari passu. GMP has
few lease obligations and carries a low trade accounts payable
balance.

GMP has weak liquidity supported by positive cash flow from
operations. It has an undrawn revolving credit facility due 2022,
but no available borrowing capacity as a result of not being able
to meet the 4.50x leverage incurrence covenant. (Moody's expects
the leverage ratio to exceed 4.50x through year-end 2019.) Moody's
expects growth capital expenditures for extensions to the pipeline
in the South and a new mainline lateral to Cushing will be funded
by additional committed equity from BlackRock and management. The
equity sponsor has provided an $11 million debt service reserve
letter of credit. There is an excess cash flow sweep mechanism
under the credit facility that requires repayment of debt with
excess cash flow as long as the Consolidated Net Leverage Ratio is
above 3.0x, but ongoing growth capital expenditures will result in
no debt repayment under the sweep during 2019. Moody's expects GMP
will comply with its credit facility financial covenants through
2019, a minimum debt service coverage ratio of 1.10x and, if the
revolver is drawn or there are more than $10 million of letters of
credit issued, a Maximum Consolidated Net Leverage Ratio of no more
than 4.50x. The company has no near-term debt maturities.

The stable outlook reflects its expectation of the company will
achieve volume growth in 2019 in the STACK and improve its leverage
metrics to levels supportive of the B3 CFR. The ratings could be
upgraded if GMP executes on its growth program, EBITDA grows
towards $60 million while leverage (Debt to EBITDA) declines
towards 6.5x. The ratings could be downgraded if GMP is not
successful in growing it transportation volumes or its interest
coverage deteriorates.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

Glass Mountain Pipeline, LLC, a wholly-owned subsidiary of Glass
Mountain Pipeline Holdings, LLC, is the owner of a pipeline system
transporting crude oil from the Mississippi Lime, Granite Wash and
STACK oilfields to Cushing, OK, where it has storage capacity and
interconnects to major pipeline systems.


HELIOS AND MATHESON: Will Appeal Nasdaq's Delisting Decision
------------------------------------------------------------
As previously disclosed, on June 21, 2018, Helios and Matheson
Analytics Inc. received a deficiency letter from the Nasdaq Listing
Qualifications Department of the Nasdaq Stock Market LLC notifying
the Company that, for the 30 consecutive business days prior to the
date thereof, the closing bid price for the Company's common stock
closed below the minimum $1.00 per share required for continued
listing on The Nasdaq Capital Market pursuant to Nasdaq Listing
Rule 5550(a)(2).  In accordance with Nasdaq Listing Rule 5810(b),
the Company was given 180 calendar days, or until
Dec. 18, 2018, to regain compliance with Rule 5550(a)(2).  In
accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), certain
companies may be eligible for a second 180-day period to regain
compliance; however, such additional compliance period is not
available if it does not appear to Nasdaq that it is possible for
the Company to cure the deficiency.

On Dec. 19, 2018, the Company received a written notice from the
Staff that the Company has not regained compliance with Rule
5550(a)(2) and is not eligible for a second 180-day period because
the Staff determined that it does not appear that it is possible
for the Company to cure the deficiency.  The notice indicated that,
while the Company meets all the quantitative requirements, the
Staff's determination is based on the low price of the Company's
common stock, the significant issuances of common stock over the
past year from an Equity Distribution Agreement and the conversion
of future priced securities (primarily Senior Secured Convertible
Notes issued on Nov. 7, 2017 and Jan. 23, 2018), the Company's
stated need to issue additional shares to fund its operations, the
failure of a prior reverse-stock split in July 2018 to result in
compliance with Rule 5550(a)(2), and the Company's inability to
obtain approval for a proposed reverse stock split at a special
meeting in November 2018.

As a result, Nasdaq has determined that unless the Company timely
requests an appeal of such determination before the Nasdaq Hearings
Panel, the Company's common stock will be scheduled for delisting
from The Nasdaq Capital Market and will be suspended at the opening
of business on Dec. 28, 2018, and a Form 25-NSE will be filed with
the Securities and Exchange Commission, which will remove the
Company's securities from listing and registration on The Nasdaq
Capital Market.

In accordance with Nasdaq's procedures, the Company intends to
appeal the Staff's determination by requesting a hearing before the
Panel to seek continued listing.  This hearing request will
automatically stay the suspension of the Company's securities and
the filing of a Form 25-NSE pending the Panel's decision.  The
Company expects that Nasdaq will hold the Hearing with the Panel
within 45 days of the Company's request for the Hearing, pursuant
to the Nasdaq Listing Rules.  At or prior to the Hearing, the
Company intends to present its plans to Nasdaq to regain compliance
with Rule 5550(a)(2) and request an extension of time so that the
Board of Directors of the Company and management of the Company can
effect a reverse stock split at a time that is in the best
interests of the Company and its stockholders.  The Company intends
to continue to monitor its closing bid price for its common stock
and will continue considering all available options to resolve the
Company's noncompliance with Rule 5550(a)(2).

Also, as previously disclosed on the Current Report on Form 8-K
filed Aug. 30, 2018, the Company is no longer compliant with Nasdaq
Listing Rule 5605(b)(1), which requires that a majority of the
Board be independent, and Nasdaq Listing Rule 5605(c)(2)(A), which
requires that the Audit Committee have at least three independent
directors.  In its notification letter dated Sept. 6, 2018, Nasdaq
advised that the Company will have until the following to cure
these deficiencies:

   * until the earlier of the Company's next annual shareholders'
     meeting or Aug. 25, 2019; or

   * if the next annual shareholders' meeting is held before
     Feb. 21, 2019, then the Company must evidence compliance no
     later than Feb. 21, 2019.
The Board has nominated for election at the next annual
shareholders' meeting to be held on Dec. 27, 2018, a new
independent director who satisfies the applicable requirements of
the Nasdaq Listing Rules to serve on the Company's Board and Audit
Committee.

                     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.  The Company's common stock is listed on The
Nasdaq Capital Market under the symbol "HMNY".

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

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


HELIX GEN: S&P Cuts Issuer Credit Rating to 'BB-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings is lowering the rating on Helix Gen Funding LLC
(Helix) to 'BB-' from 'BB' and removing it from CreditWatch
following S&P's review of Helix's business risk profile and cash
flow generation potential after the sale of three additional assets
that were previously included in the portfolio. Helix is composed
of the two-gigawatt (GW) Ravenswood Generating station in the New
York Independent System Operator (NYISO) region and currently has
$884.5 million in debt outstanding.

The downgrade stems from a significant loss of cash flow diversity
and subsequent deterioration in the business risk assessment.

Asset Sales

The project was previously a 3.9 GW project with three additional
assets and significant geographic and cash flow diversity. The
project removed Ocean State, Ironwood, and Kibby wind from the
portfolio in August 2018, leaving just Ravenswood as collateral for
the debt. In accordance with the credit agreement, the project paid
down the target disposition amounts of $654 million, leaving
~$884.5 million outstanding on the term loan B (as of Sept. 30,
2018) collateralized only by the Ravenswood asset.

S&P said, "The removal of the other assets reduces the portfolio's
cash flow diversity and scale and worsens our assessment of the
business risk to '10', from '6', reflecting loss of diversity,
increased market risk, and a decrease in the visibility of cash
flow (given the loss of the three-year look-ahead to PJM cleared
capacity). Now that this is a single asset financing, we focus our
analysis more acutely on Zone J fundamentals."

NYISO Market Update

The NYISO market, particularly Zone J, has experienced volatility
in both energy and capacity markets in recent years. There are many
factors at play that could impact pricing in Zone J, notably the
retirement of the Indian Point nuclear plant, revisions to the
locational capacity requirement (LCR), and load growth.

The expected retirement of the 2,100 MW Indian Point nuclear
station in 2020/2021 is a significant development for Zone J
capacity prices. Even though Indian Point sits within Zone H, its
retirement will affect Zone J as significant power is wheeled into
the city from the Lower Hudson Valley.A reliability-based need for
downstate replacement capacity could likely total as much as 1,200
MW, resulting in a significant uptick in LCR. In June, NYISO
released a study in connection with Indian Point retirement in
which it issued the assumptions and references for its Buyer Side
Mitigation Installed Capacity (ICAP) analysis for Class Year
2017-2018. The document's forecasted LCR requirement for the New
York City locality is 2.5%-4.5% above its current level of 80.5%.
NYISO released a preliminary LCR projection of 82.8% for 2019/2020.
As a result, Ravenswood could benefit from higher-than-expected
capacity pricing, although this is not yet assumed in our forecast.


Despite the prospect of positive price movements in Zone J capacity
markets, our expectations for Ravenswood's realized energy margin
remains relatively flat. New build in zones G-J totaled about 800
MW in 2018, and these plants are lower on the dispatch stack than
all of Ravenswood's units. While outages on the ConEd/PSEG
transmission line could positively impact pricing in the near term,
we don't expect this to be material. Load growth in Zone J has been
negative, and we expect it to remain marginally negative for the
next few years, barring unforeseen extreme weather or GDP growth in
Zone J.

Forecast Update

S&P said, "We expect Ravenswood to maintain operations in line with
historical performance. Given uncertainty in the aforementioned
prospects for Zone J capacity pricing, we have not updated our
forecast and we continue to assume $9.5/kilowatt month (kw-mo) for
summer 2018/2019 and $12/kw-mo for summer 2019/2020. We expect
CFADS to be between $80 million-$90 million for 2019 and 2020, and
we expect Ravenswood to repay a significant amount on the term loan
B via its cash flow sweep or prepayments, leading to debt
outstanding at refinancing of $644 million. During our refinancing
case, we continue to amortize the debt through 2034, the presumed
end of Ravenswood's useful life.

"The stable outlook reflects our view that Ravenswood will maintain
operational metrics consistent with historical performance, and
maintain DSCRs greater than 1.45x in every year of our forecast
period. We also expect cash flow sweeps or prepayments over the
next several years and about $644 million outstanding on the term
loan B at refinancing.

"We could lower the rating if DSCRs fall below 1.4x in any year.
This would likely be caused by operational outages at Ravenswood,
NYISO capacity cleared prices that fail to meet our forward-looking
assumptions, or higher expected debt outstanding at refinancing.

"While very unlikely at this time, we could consider a positive
rating action if unforeseen positive developments in NYISO result
in outsized cash flow generation for Ravenswood, such that the
project pays down a significant amount on the term loan B via
prepayments or cash flow sweeps. This would likely require DSCRs
above 2x in all years."



INPIXON: Extends Rights Offering Period to January 11, 2019
-----------------------------------------------------------
Inpixon has completed the initial rights offering period and will
be extending the subscription period until 5:00 p.m. Eastern time
on Jan. 11, 2019.

All record holders of rights that wish to participate in the rights
offering must deliver a properly completed and signed subscription
rights statement, together with payment of the subscription price
for both basic subscription rights and any over subscription
privilege election for delivery no later than 5:00 p.m. Eastern
Time on Jan. 11, 2019 to the Subscription Agent:

By Mail:

    Broadridge Corporate Issuer Solutions, Inc.
    Attn: BCIS Re-Organization Dept.
    P.O. Box 1317
    Brentwood, New York 11717-0693
    (888) 789-8409 (toll free)

By Hand or Overnight Courier:

    Broadridge Corporate Issuer Solutions, Inc.
    Attn: BCIS IWS
    51 Mercedes Way
    Edgewood, New York 11717
   (888) 789-8409 (toll free)

Under the rights offering, Inpixon distributed one non-transferable
subscription right for each share of common stock, preferred stock
and each participating warrant (on an
as-if-converted-to-common-stock basis) held on the record date.
The subscription rights are exercisable for up to an aggregate of
$10.0 million of units, subject to increase at the discretion of
the Company, with aggregate participation to be allocated among
holders, subject to certain participation rights, on a pro rata
basis if in excess of that threshold.

Each right entitles the holder to purchase one unit, at a
subscription price of $1,000 per unit, consisting of one share of
Series 5 Convertible Preferred Stock with a stated value of $1,000
(and immediately convertible into shares of Inpixon's common stock
at a conversion price of $5.00 per share) and 200 warrants to
purchase Inpixon's common stock with an exercise price of $5.00 per
share.  The warrants will be exercisable for 5 years after the date
of issuance.  Inpixon has applied to list the warrants on the
Nasdaq Capital Market, although there is no assurance that a
sufficient number of subscription rights will be exercised so that
the warrants will meet the minimum listing criteria to be accepted
for listing on the Nasdaq Capital Market under the symbol "INPXW."

Holders who fully exercise their basic subscription rights will be
entitled, if available, to subscribe for an additional amount of
units that are not purchased by other holders, on a pro rata basis
and subject to the $10.0 million aggregate offering threshold and
other ownership limitations.  The subscription rights are
non-transferable and may only be exercised during the anticipated
subscription period which opened on Friday, Dec. 7, 2018 and now
expires at 5:00 p.m. ET on Jan. 11, 2019, unless extended.

Inpixon has engaged Maxim Group LLC as dealer-manager for the
rights offering.  Questions about the rights offering or requests
for the prospectus supplement and accompanying prospectus may be
directed to Broadridge Corporate Issuer Solutions, Inc., Inpixon's
information and subscription agent for the rights offering, by
calling (888) 789-8409 (toll-free); or to Maxim Group LLC, 405
Lexington Avenue, New York, NY 10174, Attention: Syndicate
Department, email: syndicate@maximgrp.com or telephone: (212)
895-3745.

A registration statement on Form S-3 relating to these securities
has been filed by the Company with the SEC.  The rights offering
will only be made by means of a prospectus supplement and
accompanying prospectus.  A prospectus supplement relating to and
describing the proposed terms of the rights offering has been filed
with the SEC as a part of the registration statement and is
available on the SEC's web site.

                           About Inpixon

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

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

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

                     Nasdaq Noncompliance

Inpixon received a letter from the Listing Qualifications Staff of
The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based
upon the closing bid price of the Company's common stock for the
last 30 consecutive business days beginning on April 5, 2018 and
ending on May 16, 2018, the Company no longer meets the requirement
to maintain a minimum bid price of $1 per share, as set forth in
Nasdaq Listing Rule 5550(a)(2).


INRETAIL REAL ESTATE: Fitch Afirms BB+ LT IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Foreign- and
Local-Currency Issuer Default Ratings of InRetail Real Estate Corp.
at 'BB+'. Fitch has also affirmed the senior unsecured bond issued
by InRetail Shopping Malls at 'BB+'.

The Rating Outlook is Stable.

The ratings reflect InRetail Real Estate's strong credit linkage
with its parent company, InRetail Peru Corp. (InRetail Peru),
credit profile and solid market positon in the Peruvian shopping
mall industry. The Stable Outlook reflects Fitch's expectation of
deleveraging by InRetail Real Estate and its parent company
InRetail Peru through 2020.

KEY RATING DRIVERS

Strong Parent - Subsidiary Credit Linkage: InRetail Real Estate's
ratings incorporate the strong credit linkage with InRetail Peru,
which manages and owns 100% of InRetail Real Estate, 99.98% of
Supermercados Peruanos S.A. (supermarket business) and 87% of
pharmacy business InRetail Pharma S.A. (BB+/Stable). The strategic
and operational linkages among these entities are strong due to
these entities' common management team and decision-making
processes, as well as the lack of restrictions in cash movements
between the parent and each of its businesses. The linkage was
evidenced by the coordinated refinancing efforts, executed early in
2018, and the absence of tight subsidiary ring fencing.

Related-Party Transactions: Intercorp Retail is the retail arm of
Intercorp Peru Ltd. (BBB-/Stable), which controls 71.3% of InRetail
Peru, which in turn fully owns InRetail Real Estate and InRetail
Consumer, its supermarket and pharma businesses. InRetail Peru's
main businesses are viewed as core and strategically important for
its business model, which reinforces the strong credit linkage.

Early in 2018, InRetail Peru acquired Quicorp S.A., a leading
pharmaceutical distributor and retailer in the Andean region, for
USD583 million. Consistent with the linkage of these credits
applied by Fitch, InRetail Real Estate granted a USD125 million
loan to InRetail Peru Corp. to partially fund the acquisition.

InRetail Peru Leverage to Decline: InRetail Peru's LTM September
2018 total revenues, EBITDAR and cash position were PEN11 billion,
PEN1.4 billion and PEN686 million, respectively. The supermarket,
pharma and real estate businesses represented 24%, 53%, and 23%,
respectively, of InRetail Peru's third quarter 2018 total EBITDA.

Fitch estimates InRetail Peru's consolidated net adjusted leverage,
measured as net debt/EBITDAR, at 4.8x as of Sept. 30, 2018.
InRetail Peru increased its financial leverage during 2018 as the
company funded with incremental debt the acquisition of the pharma
business as well as a more aggressive capital expenditure (capex)
plan in its real estate business. Fitch expects InRetail Peru to
deleverage during the next two years as of result of increasing
cash flow generation, resulting from synergies generated in the
pharma business and from new real estate projects starting
operations.

Largest Mall Company in Peru: InRetail Real Estate's ratings
reflect its leading business position in Peru's shopping malls
industry, stable and predictable cash flow generation, and
favourable industry fundamentals. InRetail Real Estate maintains a
property portfolio of 21 owned shopping malls with 671,000 square
meters (m2) of total GLA and annual tenant revenues of USD1.5
billion as of Dec. 31, 2017. InRetail Real Estate maintains a
market share as measured by its participation in Peru's total GLA
estimated at 23% as of YE 2017. The company's market position in
Peru's shopping mall industry is viewed as solid for the medium
term.

Consistent Operational Performance: InRetail Real Estate's margins
are stable and supported by its lease structure, with fixed-rent
payments representing approximately 87% of total rental income.
EBITDA margins are expected to remain stable at around 81% for 2018
- 2020. InRetail Real Estate has maintained a high occupancy level
of around 96% through 2015-2018. Its portfolio has satisfactory
lease expiration dates with approximately 8% and 7% of its
portfolio (as a percentage of total GLA) expiring in 2019 and 2020,
respectively. In addition, InRetail Real Estate's lease duration
profile for its property portfolio averages about 19 years
including anchor tenants and about six years excluding anchor
tenants.

EBITDA Growth Driven by Capex: Fitch expects InRetail Real Estate
to execute its aggressive capex plan, estimated at PEN1.2 billion
(approximately USD370 million), during 2018 - 2021. The capex plan
includes the addition of approximately 238,000 square meters of GLA
in new developments and expansions, as well as some strategic
assets and land acquisition. The development of the Puruchuco Mall,
expected to open during 2019, is the main component of the capex
plan. InRetail Real Estate's total annual EBITDA is forecasted to
reach around USD125 million by 2020 - 2021, an increase of
approximately 40% over its 2017 EBITDA of USD90 million.

Expected Deleverage: Fitch anticipates InRetail Real Estate's net
adjusted debt/EBITDAR to peak at around 5.5x in 2018 - 2019 as the
company executes its expansion plan. During 2017 and the LTM ended
Sept. 30, 2018, InRetail Real Estate's net adjusted debt/EBITDAR
ratio was 3.3x and 5.2x, respectively. After the capex plan
execution, Fitch expects the company's net adjusted leverage to
decline, reaching levels in the 4.5x to 5.0x range by 2020. The
ratings factor in the company's total unencumbered assets, valued
at around PEN3.3 billion, unencumbered assets to unsecured debt at
around 2.5x, net loan to value at approximately 40%; and total
secured debt to total assets of below 2% during 2018 - 2020.

Asset Quality Counterbalances Concentration Risk: The ratings
incorporate InRetail Real Estate's asset and tenant concentration
risk. The company's net revenue structure presents some asset
concentration, with five malls representing approximately 50% of
net revenues in 2017. In addition, the company's tenant composition
is concentrated, with 10 of its most significant tenants
representing approximately 43% of total annual rent revenue. This
concentration is partially balanced by the solid credit quality of
these tenants. The company's asset and tenant concentration risks
are not expected to materially change in the short to medium term.


Manageable FX Risk: InRetail Real Estate counterbalances its
revenues - debt currency mismatch using hedge instruments. The
company's total revenues are 85% denominated in local currency -
Peruvian Nuevo Soles - while its total debt is 65% denominated in
U.S. dollar. The company's main component in its debt structure is
its USD 350 million unsecured senior notes due in 2028. The company
has hedge debt covering the principal amount only of its unsecured
senior notes due in 2028. Fitch estimates devaluation on the local
currency versus the US dollar in 30% will not have a material
impact in the company's credit metrics as the use of hedge debt
counteracts FX volatility.

DERIVATION SUMMARY

InRetail Peru is well positioned relative to its regional peers in
the Peruvian market due to its diversified business profile, with
activities in food and pharmacy retail and shopping malls, as well
as its solid competitive position in each business segment.
InRetail Peru's scale and geographic diversification are considered
weaker when compared with regional peers such as S.A.C.I. Falabella
(BBB+/Stable), Cencosud S.A. (BBB-/Stable) and El Puerto de
Liverpool, S.A.B. de C.V. (BBB+/Stable). InRetail Peru's net
adjusted leverage at 4.8x is viewed as weaker than Falabella's 3.9x
and El Puerto de Liverpool's 0.5x, and similar to Cencosud's 4.7x
as of Sept. 30, 2018.

InRetail Real Estate's ratings reflect an experienced and very well
positioned operator in the Peruvian mall industry with some tenant
concentration, sound financial policies and relatively smaller
scale when compared with regional players. InRetail Real Estate's
credit metrics are viewed as solid in the 'BB' rating category when
compared to regional peers. The ratings are constrained by the
company's aggressive 2018 - 2020 capex plan. InRetail Real Estate
maintains a weaker position in terms of anticipated capex relative
to cash flow generation when compared to regional peers.

InRetail Real Estate's EBITDA margin of around 81% during 2017 -
2018 is viewed as strong when compared with main players in Latin
America such as Fideicomiso Fibra Uno (BBB/Stable), BR Malls
Participacoes S.A. (BB/Stable), Multiplan Empreendimentos
Imobiliarios S.A. (AAA[bra]/Stable), and Parque Arauco S.A.
(AA-[cl]/Stable). Those companies had EBITDA margins of 76.5%,
71.0%, 72.2%, and 70.0%, respectively, in 2017. InRetail Real
Estate's leverage, measured as net adjusted debt/EBITDAR, is
expected to remain around 5.5x during 2018 - 2019, which is viewed
as adequate when compared with regional peers. Fibra Uno, BR Malls,
Multiplan, and Parque Arauco are expected to have net leverage of
5.4x, 3.0x, 2.4x, and 5.8x, respectively, during the same period.

In terms of interest coverage, InRetail Real Estate's EBITDA/net
interest ratio is anticipated to be in the 2.5x - 3.0x range during
2018 - 2019, which is viewed as similar to expected levels for
Fibra Uno (2.8x), slightly superior to those expected for BR Malls
(2.5x), and below those expected for Parque Arauco (3.7x) during
the same period. InRetail Real Estate's expected levels of
unencumbered assets to unsecured debt at around 2.5x, and its total
net loan to value ratio at approximately 45% during 2018 - 2020,
are well-positioned when compared with regional peers rated in the
'BB' and 'BBB' categories.

KEY ASSUMPTIONS

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

  -- EBITDA margin around 81% in 2018 - 2020;

  -- Net adjusted leverage, measured as net adjusted debt/LTM
EBITDAR,
around 5.0x during 2018 - 2020;

  -- Negative FCF in 2018-2019 driven by high capital expenditures
execution;

  -- No dividend payments during 2018-2020;

  -- Interest coverage (EBITDAR/interest plus rent expenses)
consistently around 2.7x during 2018 - 2020.

RATING SENSITIVITIES

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

InRetail Peru Corp.:

  -- Net adjusted leverage, measured as total adjusted net
debt/EBITDAR, consistently below 3.5x.

InRetail Real Estate:

  -- Improvement in InRetail Real Estate's asset diversification,
net
adjusted leverage and unencumbered assets following completion of
Puruchuco Mall;

  -- Net adjusted leverage consistently below 4.3x;

  -- Interest coverage ratio consistently above 2.5x;

  -- Unencumbered asset to net unsecured debt consistently around
3.0x.

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

InRetail Peru Corp.:

  -- Net adjusted leverage, measured as total adjusted net
debt/EBITDAR, consistently above 5.0x.

InRetail Real Estate:

  -- Adverse macroeconomic trends leading to weaker credit
metrics;

  -- Significant dividend distributions;

  -- Higher than expected vacancy rates or deteriorating lease
conditions;

  -- Net adjusted leverage consistently above 5.5x following the
2018-2019 execution capex plan;

  -- Interest coverage ratio (EBITDA/interest expense) consistently
below 2.0x.

LIQUIDITY

Adequate Liquidity: Fitch views InRetail Real Estate's liquidity as
adequate, considering its cash position, no material debt principal
payments scheduled during 2018 - 2020, expected interest coverage
ratio levels, and a significant unencumbered asset base. The
company's liquidity position was PEN 187 million (USD55 million) as
of Sept. 30, 2018. Fitch projects the company's liquidity to
decline as a result of its capex plan execution, but remain
sufficient at around USD15 million during 2019 - 2020. InRetail
Real Estate has approximately USD40 million in principal debt
payments due during 2018 - 2021, which is viewed as manageable. The
ratings also factor in the company's solid level of unencumbered
assets, which provides financial flexibility. The company's total
unencumbered assets are estimated at PEN3.3 billion, its
unencumbered assets to unsecured debt at around 2.0x, and its total
net loan to value at approximately 47% during 2018 - 2020.

FULL LIST OF RATING ACTIONS

InRetail Real Estate Corp.

  -- Long-Term Foreign Currency IDR at 'BB+'

  -- Long-Term Local Currency IDR at 'BB+'.

InRetail Shopping Malls

  -- Senior unsecured notes (foreign currency) at 'BB+';

  -- Senior unsecured senior unsecured notes (local currency) at
'BB+'.

The Rating Outlook is Stable.



INTEGRO PARENT: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating of Integro Parent Inc. following the announcement that the
company will sell its US operations to EPIC Holdings, Inc. The
parties expect to complete the transaction in January 2019, pending
regulatory approvals. Under terms of its credit agreements, Integro
must apply net cash proceeds of the sale to debt repayment.
Following the sale, Integro's continuing business will be in the
UK. Moody's has affirmed the B2 ratings on Integro's first-lien
credit facilities and the Caa2 rating on its second-lien term loan.
The rating outlook for Integro is stable.

RATINGS RATIONALE

The rating affirmation reflects Moody's expectation that after
selling its US operations and applying proceeds to debt reduction,
Integro will have a good market presence in the UK with manageable
financial leverage. A majority of the company's business will be in
London market wholesale and reinsurance placements. The company has
notable expertise in serving the entertainment sector. Because
Integro will no longer have a US retail operation, Moody's believes
it will be an attractive partner to other US retailers that do not
have London market affiliates.

Offsetting these strengths, Integro faces integration risk from its
June 2018 acquisition of Tyser & Co Ltd. (Tysers), a specialist
Lloyd's broker that Integro is merging with its own legacy UK
operations. Integro also faces the challenge of moving its
corporate management and infrastructure to the UK from the US. Like
all insurance brokers, Integro is exposed to errors and omissions
in the delivery of professional services.

Following the US divestiture and related debt reduction, Integro
will have pro forma yearly revenue of about $200 million and a pro
forma debt-to-EBITDA ratio below 6x, based on Moody's estimates.
This compares to pro forma yearly revenue of about $350 million and
a pro forma debt-to-EBITDA ratio above 8x.

Moody's cited the following factors that could lead to a rating
upgrade for Integro: (i) closing the sale of its US operations and
applying net proceeds to debt reduction, (ii) smooth integration of
Integro's legacy UK business and Tysers, (iii) development of
UK-based corporate management team and infrastructure for the
ongoing business, and (iv) debt-to-EBITDA ratio consistently below
5.5x.

The rating agency added that the following factors could lead to a
rating downgrade: (i) delay or termination of US divestiture plan,
(ii) disruptions in UK integration process or development of UK
corporate structure, or (iii) debt-to-EBITDA ratio remaining above
6.5x.

Moody's has affirmed the following ratings (with loss given default
(LGD) assessments) of Integro:

Corporate family rating at B3;

Probability of default rating at B3-PD;

$27.5 million first-lien senior secured revolving credit facility
maturing in October 2020 at B2 (LGD3);

$52.5 million first-lien senior secured revolving credit facility
maturing in October 2021 at B2 (LGD3);

$372 million ($365 million outstanding) first-lien senior secured
term loan maturing in October 2022 at B2 (LGD3);

$147 million second-lien senior secured term loan maturing in
October 2023 at Caa2 (LGD5).

The rating outlook for Integro is stable.

If Integro were to sell its US operations and apply net proceeds to
the reduction of first-lien borrowings, the resulting change in
funding mix (smaller proportion of first-lien and larger proportion
of second-lien) could lead to upgrades of the facility ratings.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

Integro is an independent insurance brokerage and risk management
firm. Once it divests its US operations, it will be a UK-based
wholesale, reinsurance and specialty broker with pro forma yearly
revenue of about $200 million.


JONES ENERGY: CEO Will Receive a $123,750 Performance Bonus
-----------------------------------------------------------
Following the approval of the Compensation Committee of its Board
of Directors, Jones Energy, Inc. had granted a cash bonus to Carl
F. Giesler, the Company's chief executive officer, in the amount of
$123,750.  The grant of the supplemental performance bonus was made
by the Company based on Mr. Giesler's service during 2018 and,
together with the cash bonus paid to Mr. Giesler pursuant to his
previously disclosed Amended and Restated Employment Agreement,
provides Mr. Giesler with an aggregate cash bonus for the 2018
performance year equal to 100% of Mr. Giesler's base salary,
consistent with bonuses paid to other employees of the Company.
The supplemental performance bonus will be paid out in two equal
installments (net of taxes) at the same time the next two quarterly
bonus payments for the 2018 performance year are made to other
employees of the Company pursuant to the Amended and Restated Jones
Energy, Inc. 2013 Short-Term Incentive Plan, which are expected to
occur in December 2018 and March 2019.

                        About Jones Energy

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

Jones Energy reported a net loss attributable to common
shareholders of $109.4 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015.  As
of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets,
$1.24 billion in total liabilities, $93.45 million in series A
preferred stock, and $449.26 million in total stockholders' equity.


LAS AMERICAS: Jan. 11 Hearing on Approval of Disclosure Statement
-----------------------------------------------------------------
A hearing on the approval of the disclosure statement explaining
Las Americas 74-75, Inc.'s Chapter 11 plan is scheduled for Jan.
11, 2019 at 9:30 AM.  Objections to the form and content of the
disclosure statement should be in writing and filed with the court
and served upon parties in interest at their address of record not
less than fourteen (14) days prior to the hearing.

                  About Las Americas 74-75

Las Americas 74-75, Inc., was incorporated in 2004 by Porfirio
Guzman and Maria M. Benitez, and is the owner of certain real
estate property located at the Hato Rey Ward, in San Juan, Puerto
Rico, right next to the reorganized area of Plaza Las Americas. Las
Americas 74-75, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R., Case No. 15-01527) on March 2,
2015.

The petition was signed by Omar Guzman Benitez, vice president.
The case is assigned to Judge Edward Godoy.

Las Americas 74-75 tapped Carmen Conde Torres, Esq., at C. Conde &
Associates, in San Juan, Puerto Rico, as counsel; and Albert
Tamarez Vasquez as accountant.

Las Americas disclosed total assets estimated at $21.2 million and
total debt estimated at $18.7 million.

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


NATIONAL MENTOR: Moody's Puts B1 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of National MENTOR
Holdings, Inc., including the B1 Corporate Family Rating, under
review for downgrade. Civitas Solutions, Inc., is the indirect
parent company of National MENTOR and the publicly listed entity.
This follows the announcement that National MENTOR will be acquired
by Centerbridge Partners, L.P. Centerbridge will purchase all
outstanding shares of Civitas Solutions, Inc. for $17.75 per share.
The transaction is valued at $1.4 billion.

The rating review will focus on the financial leverage and capital
structure resulting from the leveraged buy-out. The review for
downgrade is based on the expectation that the company will have
higher financial leverage following the LBO given private equity
ownership. The company expects the transaction to close by March
31, 2019.

Affirmations:

Issuer: National MENTOR Holdings, Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-2

On Review for Downgrade:

Issuer: National MENTOR Holdings, Inc.

Corporate Family Rating, Placed on Review for Downgrade, currently
B1

Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD

Senior Secured Revolving Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)

Senior Secured first lien Term Loan, Placed on Review for
Downgrade, currently B1 (LGD3)

Outlook Actions:

Issuer: National MENTOR Holdings, Inc.

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Notwithstanding the rating review, National MENTOR's B1 rating is
supported by its position as one of the largest residential care
providers in the United States. The ratings are also supported by
the company's track record of stable operating performance and
moderate financial policies including adjusted debt/EBITDA around
4.5x. The rating is constrained by the company's high business risk
given its significant reliance on government payors, rising labor
costs, and reimbursement pressures in specific states.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectation that National MENTOR will maintain good liquidity over
the next 12-15 months. The company had roughly $8 million of cash
on the balance sheet as of September 30, 2018, and access to a $160
million revolving credit facility, $70 million of which matures on
January 31, 2019. The company is subject to a springing first lien
leverage covenant of 5.0x if revolver borrowings exceed 30%. The
company had no borrowings under the revolving credit facility as of
September 30, 2018.

National MENTOR provides residential and other services to
individuals with intellectual/developmental disabilities, persons
with acquired brain and other catastrophic injuries, at-risk youth,
and the elderly. Revenues are approximately $1.6 billion. Civitas
Solutions, Inc., is the indirect parent company and the publicly
listed entity.

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


NEOVASC INC: Receives ISO 13485: 2016 Certification
---------------------------------------------------
Neovasc Inc. has received ISO 13485:2016 certification, an
internationally recognized quality standard specific to the medical
device industry.

"As we continue to ramp up sales of the Neovasc Reducer in Europe
and continue to execute on other R&D and clinical research
activities, this certification confirms that our quality management
system continues to adhere to the stringent requirements for the
consistent design, development, production and delivery of medical
devices," commented Fred Colen, Neovasc's president and chief
executive officer.  "We received the ISO 13485:2016 certification
in advance of the March 2019 deadline to transition from the 2003
to the 2016 version of the standard, following a successful audit
of our quality management system conducted by a notified body."   


The ISO 13485 standard has been authored and influenced by the
major medical device regulatory bodies across the world.  As such,
ISO 13485 is an internationally agreed upon harmonized and
voluntary standard which defines a way to address common regulatory
concepts and is an accepted approach with regulators to provide
assurance that a company meets certain quality management system
expectations defined within the standard.  The 2016 version of the
international standard is a major revision of the 2003 version,
with a heavy focus on risk management and risk-based
decision-making processes at both the quality management system and
product levels.  The validity of this ISO 13485 certificate is for
a period of three years from the Company's last certification date
to April 5, 2021.

                       About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
US$17.37 million in total assets, US$32.06 million in total
liabilities, and a total deficit of US$14.69 million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million.  The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


OCEANEERING INTERNATIONAL: S&P Lowers ICR to BB+, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings is lowering its issuer credit rating on
Oceaneering to 'BB+' from 'BBB-'. S&P said, "At the same time, we
are lowering our issue-level rating on the company's unsecured
notes to 'BB+' from 'BBB-'. We assigned a '3' recovery rating to
this debt, indicating our expectation of meaningful (50%-70%;
rounded estimate: 65%) recovery to creditors in the event of a
payment default. The negative outlook reflects the risk that we
could lower our rating further if Oceaneering's operating and
leverage metrics do not improve in line with our current
expectations over the next 12 to 24 months."

S&P said, "The downgrade primarily reflects further deterioration
and a slower recovery in Oceaneering's leverage measures than we
had previously expected, causing us to lower our EBITDA and cash
flow estimates for 2019 and 2020. In particular, we now expect the
company's funds from operations (FFO)-to-debt measure to remain
below 30% in both 2018 and 2019, before improving modestly in 2020.
Improvement in financial performance and leverage metrics will most
likely be driven by a recovery in offshore oil and gas drilling
activity, as this segment accounted for about 80% of Oceaneering's
revenues during the first nine months of 2018. Based on our current
assumptions, we do not expect any meaningful uptick in demand for
the offshore service sector until the latter half of 2020, due to
continued volatility of oil prices and operators' preference toward
shorter-cycle onshore assets over longer-cycle offshore projects.


"The negative outlook reflects the risk that we could lower our
rating further if Oceaneering's operating and leverage metrics do
not improve over the next 12 to 24 months. We project FFO to debt
to be in the 20% to 25% range in 2018 and 2019, improving to above
30% in 2020 when demand for offshore service providers could
improve.

"We could lower the rating if credit metrics deteriorated, such
that FFO to debt approaches 20% for a sustained period. This would
most likely occur if demand for offshore services does not pick up
as expected, which would put downward pressure on pricing and
margins.

"We could revise the outlook to stable if leverage metrics improve
ahead of our current expectations, such that FFO to debt approaches
45% for a sustained period. This would most likely occur if margins
improved more quickly than we currently anticipate."




OWENS & MINOR: Fitch Lowers LT IDR to B-, Outlook Still Negative
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
(IDR) of Owens & Minor, Inc.'s (OMI) to 'B-' from 'B+'. The Rating
Outlook remains Negative.

The downgrade reflects deepening uncertainty surrounding the
effectiveness of OMI's strategy, its customer retention levels and
revenue stability, the cash conversion cycle and the increasing
dependence on the company's revolving credit facility for liquidity
and the likelihood that the competitive environment will persist
over the near term. These risks combined with the significant
increase in financial risk related to the Byram and Halyard
acquisitions are constraining the company's financial flexibility.

The Negative Outlook reflects Fitch's expectation that OMI will
continue to depend on short-term borrowings as its principal source
of liquidity and that OMI's EBITDA and free cash flow will decline
in 2019.

The rating action applies to approximately $1.7 billion of debt as
of Sept. 30, 2018.

KEY RATING DRIVERS

Margin Compression; Weak Operating Performance in Legacy Business:
Fitch expects OMI to experience weaker margins over the medium term
because of a continuation of negative pricing trends and the
potential for continued customer churn. Fitch also expects the
company's operating performance in its domestic distribution
business to weaken in the fourth quarter of 2018 and into 2019.
Higher operating costs and warehouse inefficiencies are likely to
remain significant obstacles while the contributions from recent
acquisitions are significantly offset by higher interest expense.

Competitive Environment: The med-surg supply distribution industry
in the U.S. and Europe is highly competitive and characterized by
pricing pressure, which accelerated in 2017 and continues to
persist. Fitch expects margin pressure to continue over the coming
years. OMI competes with other national distributors (e.g. Cardinal
Health and Medline, Inc.) and a number of regional and local
distributors, as well as customer self-distribution models and, to
a lesser extent, certain third-party logistics companies. OMI's
success depends on its ability to compete on price, product
availability, delivery times and ease of doing business while
managing internal costs and expenses.

Customer Concentration: OMI's 2017 10-K stated that its top-10
customers in the U.S. represented approximately 23% of its
consolidated net revenue. In addition, in 2017, approximately 78%
of its consolidated net revenue was from sales to member hospitals
under contract with its largest GPOs: Vizient, Premier and HPG. As
a result of this concentration, OMI could lose a significant amount
of revenue due to the termination of a key customer or GPO
relationship. For example, in April 2016, OMI announced the loss of
its largest IDN customer, which had accounted for approximately
$525 million of 2015 revenue. The termination of a relationship
with a given GPO would not necessarily result in the loss of all of
the member hospitals as customers, but the termination of a GPO
relationship, or a significant individual healthcare provider
customer relationship could adversely affect OMI's debt-servicing
capabilities.

Supplier Concentration: In 2017, OMI reported that sales of
products of its 10 largest domestic suppliers accounted for
approximately 54% of consolidated net revenue. In the domestic
segment, sales of products supplied by Medtronic, Johnson & Johnson
and Becton Dickinson accounted for approximately 11%, 9% and 9% of
consolidated net revenue for 2017, respectively. OMI's ability to
sustain adequate operating earnings has depended and will continue
to depend on its ability to obtain favorable terms and incentives
from suppliers, as well as suppliers' continuing use of third-party
distributors to sell and deliver their products.

Acquisition of Byram and Halyard Health: Fitch views the home
health segment that OMI has entered through the Byram acquisition
as a logical extension of its relationship with existing supplier
customers, and it should benefit from more favorable tailwinds and
customer concentration than in other post-acute settings.
Nonetheless, this segment has limited overlap with OMI's business
and introduces new operational and financial risks. The acquisition
of the surgical and infection prevention business of Halyard Health
offers OMI the opportunity to increase its scale and profitability
by expanding the portfolio of products it can distribute through
its existing markets and to open new channels. However, the
contribution from these two acquisitions is largely offset by
substantially higher interest expense. Moreover, the acquisition
materially raises the company's financial risk at a time when its
legacy business is undergoing significant operating stress that is
also raising liquidity risk.

Modest FCF Relative to Pro Forma Debt: Fitch views the Halyard
transaction as a shift in strategy to emphasize leveraged
acquisitions in response to accelerating pricing pressure; as a
result, Fitch believes OMI's credit profile carries significantly
higher financial risk. If OMI can successfully integrate its recent
acquisitions and stabilize the revenue and EBITDA margins in its
core business, Fitch believes the Outlook could return to Stable or
become Positive.

DERIVATION SUMMARY

OMI's 'B-' IDR and Negative Outlook reflect the company's recent
significant increase in financial risk following the leveraged
acquisitions of Byram Healthcare and the S&IP business of Halyard
Health, as well as heightened competition and accelerating pricing
pressure in its core business. These risks are somewhat offset by
OMI's established position as a leading healthcare distribution
company and customer loyalty, albeit at low absolute margins. OMI
recently completed two acquisitions for approximately $1.1 billion:
Byram Healthcare for approximately $367 million and the Surgical
and Infection Prevention business of Halyard Health, Inc. for
approximately $710 million. The result is that OMI's leverage is
expected to remain at or above 6.0x through year-end 2019. The
material increase in financial risk along with continued pressure
on revenue and margins supports an IDR of 'B-'.

OMI's smaller scale in an industry with high fixed costs, where
scale influences leverage with suppliers and customers, and
significantly higher leverage all lead Fitch to rate the company
below AmerisourceBergen Corp. (A-/ Stable), Cardinal Health, Inc.
(BBB/Stable) and McKesson Corp. (BBB+/Stable). OMI competes with
other regional and local distributors, as well as customer
self-distribution models and, to a lesser extent, certain
third-party logistics companies. In contrast to other larger
distributors, Fitch considers OMI to be less diversified by
customer, revenues and suppliers.

KEY ASSUMPTIONS

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

  - Total revenues decline by approximately 1% over the period
2017-2021, which is driven principally by pricing pressure and
customer churn in the core business offset by the contributions of
Byram and Halyard.

  - Operating EBITDA margins range between 2.5% to 2.6% through
2021 consistent with the contributions from recent acquisitions as
well as a lower base of revenues.

  - The Byram and Halyard acquisitions generate annualized revenue
growth of approximately 3% with low to mid-single digit margins.

  - OMI renegotiates its financial covenants, which results in
higher interest expense and lower FCF, despite elimination of
common stock dividends.

  - Fitch assumes OMI spends $55-$60 on capex through the forecast
period. Fitch has also assumes OMI ceases all common dividends and
share repurchase activity.

RATING SENSITIVITIES

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

  -- Positive rating momentum is possible if OMI were to raise
equity capital to reduce debt or if were acquired by a
significantly stronger entity.

  -- Fitch believes that OMI's debt/EBITDA may exceed 6.0x through
2019. If OMI can arrest the underperformance in its legacy
distribution business and attain operational improvements such that
gross leverage (debt/EBITDA) approaches 5x or less and the
liquidity profile improves, the outlook could become stable.

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

  -- A downgrade is possible if customer churn and the challenging
pricing environment creates greater than expected reductions in
EBITDA and margins, which constrains OMI's ability to services its
obligations.

LIQUIDITY

Limited Liquidity: Fitch believes that OMI has limited sources of
liquidity, which is principally comprised of a $600 million
revolving credit facility; as of Sept. 30, 2018, there was
approximately $180 million of borrowings under the facility.
Operating cash flow for the nine months ended Sept. 30, 2018
increased significantly compared to the same period in the prior
year because of working capital changes. It remains unclear whether
this increase is sustainable. However, the continued reliance on
the revolving credit facility as the principal source of liquidity
and the company's declining EBITDA create refinancing risk.

The company experienced significant deterioration in its operating
cash flow in 2017 principally because of heightened competition,
and accelerating pricing pressure; weakened operating cash flow
combined with increased capex and maintenance of common stock
dividends generated negative free cash flow. Even though common
stock dividends have been significantly reduced, these trends are
expected to continue into 2019.

OMI has added approximately $750 million of additional indebtedness
in Q2-18 in order to complete the acquisition of the Surgical and
Infection Prevention business of Halyard Health, Inc. The
additional leverage will place even greater pressure on the
company's liquidity position.

Laddered Maturities: The maturities of long-term debt are
manageable. The company's decision to reduce its common stock
dividend by approximately 70% is viewed positively and will provide
additional funding to service debt. Fitch anticipates that OMI will
need to eliminate common stock dividends entirely to conserve FCF
available for debt service.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Owens & Minor, Inc.

  -- Long-term IDR to 'B-' from 'B+';

  -- Senior secured notes to 'B'/RR3' from 'BB-'/'RR3'.

Owens & Minor Distribution, Inc. / Owens & Minor Medical, Inc. /
Barista Acquisition I, LLC / Barista Acquisition II, LLC/ O&M
Halyard, Inc;

  -- Long-term IDR to 'B-' from 'B+';

  -- Senior secured revolving credit facility to 'B'/'RR3' from
'BB-'/'RR3';

  -- Senior secured term loan A-1 to 'B'/'RR3' from 'BB-'/'RR3';

  -- Senior secured term Loan A-2 to 'B'/'RR3' from 'BB-'/'RR3';

  -- Senior secured term Loan B to 'B'/'RR3' from 'BB-'/'RR3'.

The Rating Outlook remains Negative.


PIER 1 IMPORTS: Moody's Alters Outlook on Caa1 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Pier 1
Imports, Inc. to negative from stable following the company's
third-quarter fiscal 2019 results and announcement that it is
exploring strategic alternatives. Concurrently, Moody's affirmed
the company's Caa1 Corporate Family Rating, Caa1-PD Probability of
Default Rating, Caa2 senior secured term loan rating and SGL-3
Speculative Grade Liquidity rating.

"Pier 1's third-quarter fiscal 2019 results indicate that its
turnaround will be more challenging and protracted than previously
anticipated", said Moody's analyst Raya Sokolyanska. "We expect
overall liquidity to be adequate in the next 12-18 months,
supported by the large revolver and lack of near-term maturities,
however liquidity will weaken over time if earnings do not
recover."

The change in outlook to negative reflects the risk that Pier One
will be unable to gain traction with its turnaround and demonstrate
stabilization in its comparable store sales and earnings over the
next twelve to eighteen months.

The ratings affirmation reflects Moody's expectation that the
company will have adequate liquidity over the next 12-18 months,
supported by good availability under the $350 million ABL revolver
and $50 million FILO ABL tranche, lack of near-term maturities and
a springing covenant-only capital structure. However, Moody's
expects negative free cash flow in fiscal years ending February
2019 and February 2020 and meaningful revolver utilization in peak
seasonal periods.

Moody's took the following rating actions for Pier 1 Imports
(U.S.), Inc.:

  - Corporate Family Rating, affirmed Caa1

  - Probability of Default Rating, affirmed Caa1-PD

  - $200 million Senior Secured Term Loan due 2021, affirmed Caa2
(LGD4)

  - Speculative Grade Liquidity Rating, affirmed SGL-3

  - Outlook, changed to negative from stable

RATINGS RATIONALE

Pier 1's Caa1 CFR incorporates the company's weak operating
results, high funded leverage (excluding Moody's standard operating
lease adjustments) and uncertainty with regard to accomplishing a
significant earnings turnaround that would materially improve its
capital structure over the next two years. Moody's expects that the
company's strategic plan will yield earnings improvement, but
recovery will be dampened by execution issues, profit pressure from
growing competition and tariffs on China home furnishings imports.
The rating also reflects Pier 1's narrow product focus in the
highly cyclical, fragmented and competitive home furnishings
sector.

Pier 1's adequate near-term liquidity and relatively low level of
funded debt provide key credit support. In addition, the rating
benefits from the company's well-known brand and geographic reach
across North America, as well as progress on its sourcing and
supply chain initiatives.

The ratings could be downgraded if Moody's comes to expect that FYE
February 2020 and FYE February 2021 earnings recovery following the
trough of FY 2019 will be weak. The ratings could also be
downgraded if liquidity erodes for any reason, including
constrained revolver availability, or uncertainty with regard to
the company's ability to refinance its capital structure.

The ratings could be upgraded if the company effectively executes
on its strategic plan and achieves substantial revenue and earnings
recovery. Quantitatively, the ratings could be upgraded if
Moody's-adjusted EBIT/interest expense is sustained above 1.0 time.
An upgrade would also require expectations for at least adequate
liquidity, including breakeven or positive free cash flow.

The principal methodology used in these ratings was Retail Industry
published in May 2018.

Pier 1 Imports (U.S.), Inc. is an indirect operating subsidiary of
Pier 1 Imports, Inc., a specialty retailer of imported decorative
home furnishings and gifts. The company operates through 987 stores
throughout the U.S. and Canada, its Pier1.com e-commerce website,
and licensing arrangements with stores in Mexico and El Salvador.
Revenue for the twelve months ended December 1, 2018 was $1.7
billion.


PIER 1 IMPORTS: S&P Lowers ICR to 'CCC+' on Poor Performance
------------------------------------------------------------
On Dec. 21, 2018, S&P Global Ratings lowered its issuer credit and
issue-level ratings on Pier 1 Imports Inc. and its senior secured
term loan to 'CCC+' from 'B-'. S&P also revised its recovery rating
to a '4' from a '3'.

U.S. home decor and furniture retailer Pier 1 Imports Inc.
announced a new interim CEO and is evaluating strategic
alternatives following poor traction on its turnaround plans this
year.

S&P believes that ongoing investments to improve the company's
performance will result in significantly negative free operating
cash flow over the next 12-24 months.

S&P said, "The downgrade reflects our view that Pier 1's very weak
third-quarter fiscal 2019 results indicate fundamental operational
issues that have led to large sales and profitability declines,
which may be difficult to correct. The company's turnaround plan,
dubbed "New Day," was implemented this year and has not gained
traction, and the CEO has been replaced. We expect Pier 1 will post
negative reported EBITDA in the $40 million range and negative free
operating cash flow of about $25 million over the coming fiscal
year.

"The negative outlook reflects our expectations for heightened
competitive pressures and risks associated with Pier 1's
transformation. It also reflects our expectation for weak credit
metrics, including a fixed-charge ratio in the low 1x range over
the next 12 months.

"We could lower the rating if we conclude that the company cannot
reverse top line and margin declines after fiscal 2019. For
instance, if FOCF burn is significantly worse than our current
expectations of -$25 million in the coming year, it could indicate
the transformation plan is not working and we could see a near-term
default as more likely. This could result from intensifying
competition that pressures performance or execution issues.

"We could revise the outlook to stable if we expect Pier 1 to
successfully reverse market share loss and stabilize margin
performance, for instance with profitability gains leading to a
rent-adjusted fixed-charge coverage ratio trending to the mid-1x
area, as well as positive free cash flow generation."


PRINCESS YENENGA: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Princess Yenenga Properties, LLC as of Dec.
19, according to a court docket.

                 About Princess Yenenga Properties

Princess Yenenga Properties is a privately-held company engaged in
activities related to real estate.  It is the fee simple owner of a
property located at 800 and 802 Druid Road S, Clearwater, Florida,
valued by the company at $18.99 million.

Princess Yenenga Properties sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10027) on Nov.
21, 2018.  At the time of the filing, the Debtor disclosed
$18,999,000 in assets and $11,697,260 in liabilities.  The Debtor
tapped Eyal Berger, Esq., at Akerman LLP, as its legal counsel.


QUOTIENT LIMITED: Will Supply Reagent Products to Ortho-Clinical
----------------------------------------------------------------
Quotient Limited's wholly-owned subsidiary Alba Bioscience Limited
has entered into a supply agreement with Ortho-Clinical
Diagnostics, Inc., pursuant to which the Company develops and sells
to Ortho certain reagent products, including a range of rare
antisera products.  The Supply Agreement is effective as of Jan. 1,
2017, and governs the Company's development and supply relationship
with Ortho, including terms relating to price, quality, exclusivity
and territory, with respect to these products.  In addition,
pursuant to the Supply Agreement, the Company continues to be
entitled to receive milestone payments in the aggregate of $1.5
million upon the submissions and Federal Drug Administration
approvals of the rare antisera products for use on Ortho's
automation platforms.  The initial term, which may be extended at
Ortho's option for three additional years, is through Jan. 1, 2027.
The Supply Agreement replaces in its entirety the Umbrella Supply
Agreement, dated Dec. 1, 2004, between Alba Bioscience, a division
of the Scottish National Blood Transfusion Service, predecessor to
Alba, acting on behalf of The Common Services Agency, and Ortho.
The Supply Agreement can be terminated by Ortho without cause upon
12 months' prior written notice.  The Supply Agreement contains
representations, warranties, and indemnities that are customary for
agreements of this type.

In January 2015, QBD (QS IP) and Quotient Suisse SA, both
wholly-owned subsidiaries of the Company, entered into a supply and
distribution agreement with Ortho related to the commercialization
and distribution of certain MosaiQ products.  Under the terms of
this agreement, the Company is entitled to receive milestone
payments upon CE-mark and FDA approval, as well as upon the first
commercial sale of the relevant MosaiQ products by Ortho within the
European Union, United States and within any country outside of
these two regions.  In addition, in January 2015, the Company
issued 7% Cumulative Redeemable Preference shares to Ortho-Clinical
Diagnostics Finco S.A.R.L., an affiliate of Ortho, at a
subscription price of $22.50 per share.

                       About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.

As of Sept. 30, 2018, the Company had $154.53 million in total
assets, $169.27 million in total liabilities and a total
shareholders' deficit of $14.73 million.  Quotient reported a net
loss of $82.33 million for the year ended March 31, 2018, compared
to a net loss of $85.06 million for the year ended March 31, 2017.

The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, contains a "going concern" explanatory paragraph.
The auditor stated that the Company has recurring losses from
operations and planned expenditure exceeding available funding, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.


REALTEX CONSTRUCTION: Files Chapter 11 Plan of Liquidation
----------------------------------------------------------
Realtex Construction, LLC, submits a Plan of Liquidation and
supporting Disclosure Statement.

Class 2: Secured Tax Claims. In full and final satisfaction,
release and discharge of, and in exchange for, of each Allowed
Secured Tax Claim, but without prejudice to any Unsecured Claim,
including a deficiency claim, the Liquidating Debtor shall promptly
surrender the collateral securing such Allowed Secured Claim to the
Secured Creditor.

Class 3: Secured Claims. The Liquidating Debtor will: (i) promptly
surrender the collateral securing such Allowed Secured Claim to the
Secured Creditor; or (ii) take such other action as may be agreed
to with the Secured Creditor.

Class 4: Unsecured Claims will be paid: (i) a one-time payment by
the Plan Trustee pro rata from the remaining Plan Contribution
after payment of Allowed Priority Claims, no later than ten (10)
days after all Allowed Priority Claims.

Class 5: Subordinated Claims will be paid from any Wind Down
Payments or Wind Down Assets that remain after Allowed Class 4
Claims are paid in full.

Class 6: Equity Interests. As of the Effective Date, and without
need for further order, action, or document, all Equity Interests
in the Debtor are cancelled.

The Plan is funded through three (3) sources:

   (1) First, Deyoe contributes $200,000.00 in cash towards the
Repayment of Allowed Claims as provided for in the Plan.

   (2) Second, the Wind Down Assets are used by the Liquidating
Trustee to attempt to create proceeds for the distribution to Class
4 Allowed Claims. The Wind Down Assets are generally Avoidance
Actions and other assets that the Debtor and the Estate may have,
including any that the Debtor does not know about.

   (3) Third, Deyoe will contribute the Guarantee Assets for the
benefit of Guarantee Claims. Although these are contributed towards
the Plan, it will be Deyoe who, in the first instance, will
liquidate these assets and use the proceeds to pay his guarantee
obligations.

A full-text copy of the Disclosure Statement dated December 10,
2018, is available at:

         http://bankrupt.com/misc/txwb18-1811300tmd-31.pdf

                 About Realtex Construction

Realtex Construction, LLC, based in Austin, TX, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 18-11300) on Oct. 8, 2018.  In
the petition signed by Rick Deyoe, president, the Debtor estimated
$1 million to $10 million in assets and liabilities.  Davor
Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., serves as
bankruptcy counsel to the Debtor.


RICK & RICH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rick & Rich Towing, LLC
        30 Copeland Avenue
        Homer, NY 13077

Business Description: Rick & Rich Towing, LLC offers full service
                      auto repair & towing services.

Chapter 11 Petition Date: December 17, 2018

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Case No.: 18-31737

Judge: Hon. Margaret M. Cangilos-Ruiz

Debtor's Counsel: Theodore Lyons Araujo, Esq.  
                  BANKRUPTCY LAW CENTER  
                  BODOW LAW FIRM, PLLC  
                  6739 Myers Road
                  East Syracuse, NY 13057-9787
                  Tel: (315) 422-1234
                  Fax: 315-883-1322
                  Email: Ted.araujo@bodowlaw.com
                         taraujo@bodowlaw.com

Total Assets: $1,558,750

Total Liabilities: $1,763,497

The petition was signed by Stanley R. Florczyk, 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/nynb18-31737.pdf


RITCHIE BROS: Moody's Raises CFR to Ba2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Ritchie Bros. Auctioneers
Incorporated's corporate family rating to Ba2 from Ba3, its
probability of default rating to Ba2-PD from Ba3-PD, its senior
secured rating to Ba1 from Ba2 and its senior unsecured rating to
Ba3 from B2. The speculative grade liquidity rating of SGL-2 was
affirmed. The ratings outlook remains stable.

"The upgrade of Ritchie Bros is driven by its debt reduction, its
successful integration of IronPlanet and its expectation that the
company will continue to generate free cash flow which will lead to
further deleveraging of the company", said Jamie Koutsoukis,
Moody's Vice President, Senior Analyst.

Upgrades:

Issuer: Ritchie Bros. Auctioneers Incorporated

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Corporate Family Rating, Upgraded to Ba2 from Ba3

Senior Secured Revolving Credit Facility, Upgraded to Ba1 (LGD3)
from Ba2 (LGD3)

Senior Secured Delayed Draw Term Loan, Upgraded to Ba1 (LGD3) from
Ba2 (LGD3)

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD5)
from B2 (LGD5)

Outlook Actions:

Issuer: Ritchie Bros. Auctioneers Incorporated

Outlook, Remains Stable

Affirmations:

Issuer: Ritchie Bros. Auctioneers Incorporated

Speculative Grade Liquidity Rating, Affirmed SGL-2

RATINGS RATIONALE

RBA's (Ba2, stable) benefits from a leading position in industrial
equipment auctions, in particular its core business of live
unreserved auctions, good brand awareness and customer loyalty, and
its exposure to multiple industry sectors for its auction products.
The credit is also supported by expected deleveraging towards 2.5x
by 2020 (adjusted debt to EBITDA of 3.1x at Q3/18), and continued
free cash flow generation. The acquisition of IronPlanet (May 2017)
enhances RBA's online industrial auction presence, which is
expected to be a source of revenue growth.

RBA is constrained by its small revenue base and limited business
diversity relative to many Ba2-rated service companies (median of
$2.6 billion of revenues for rated Ba2 peers), the competitive and
fragmented market place in which it operates and the cyclical
nature of its business (revenue and profitability can fluctuate
based on economic and construction activity).

RBA has good liquidity (SGL-2) based on a cash balance of $229
million at September 30, 2018, and $477 million available under its
revolving credit facilities ($490 million committed, due Oct 2021).
In 2019 Moody's expects free cash flow (FCF) of about $65 million,
which with available liquidity sources is ample to cover the
approximately $14 million of term loan amortization payments due in
the year. The company has some seasonality (with Q1 generally
having the strongest cash flow), but historically this has not
resulted in the revolver being drawn for working capital needs.
Moody's anticipates adequate cushion under the financial covenants
of the credit facilities.

The stable outlook reflects Moody's expectation that RBA will
continue to see organic revenue growth particularly as its grows
its online business and Moody's expects that adjusted debt to
EBITDA will fall below 3x and be maintained at that level.

The ratings could be upgraded if RBA is able to increase its scale
and broaden and diversify its product offerings through its
multi-channel strategy while demonstrating organic revenue, and
cash flow growth. It would also require that leverage is maintained
near 2x (3.1x at Q3/18) and FCF/debt is maintained above 15% (3.1%
at Q3/18).

The ratings could be lowered if there is a deterioration in
business fundamentals, evidenced by organic revenue or
profitability declines, or a change in financial policy, such that
debt to EBITDA (Moody's adjusted) is sustained above 3.25x (3.1x at
Q3/18) and FCF/debt is maintained below 5% (3.1% at Q3/18).

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

Ritchie Bros. Auctioneers Incorporated, headquartered in Vancouver,
Canada, sells industrial equipment and other durable assets through
its unreserved auctions, online marketplaces, listing services, and
private brokerage services. In 2017, the company sold $4.5 billion
of equipment and other assets.


RODAN & FIELDS: S&P Alters Outlook to Negative & Affirms 'BB-' ICR
------------------------------------------------------------------
S&P Global Ratings revised our outlook on Rodan & Fields to
negative from stable and affirmed all of its ratings, including the
'BB-' issuer credit rating. The negative outlook reflects the risk
that the company will fail to stabilize its declining sales and
margins and that leverage will increase toward high-3x area.

S&P said, "Rodan & Fields' performance fell short of our
expectations during the recent quarter because of intensifying
competition in the skin care industry and reduced consultant
enrollment. This has resulted in weaker sales, margin erosion, and
deterioration of credit measures. We expect the company will
continue to face topline pressures during the remainder of 2018 and
into 2019, and we forecast further deterioration of credit
measures, including leverage exceeding 3x."

The outlook revision reflects the risk that Rodan & Fields will
have difficulties stabilizing its operations during 2019 as it
faces greater competition in the cosmetics industry and needs
significant investment to strengthen its e-commerce platform,
introduce new tools to consultants, invest in product innovation to
stay competitive, and restore sales growth. This could result in
credit metrics deteriorating further, including financial leverage
increasing to the high-3x area or above, as the company undertakes
initiatives to stabilize its sales and margins but leverage should
be roughly at 3.0x at the end of 2019. This ratio is significantly
higher than our previous expectations for debt leverage to remain
in the low-2x area.

The negative outlook reflects the risk that the company will fail
to stabilize its declining sales and margins, and leverage will
increase toward high-3x area.

S&P said, "We could lower the rating if the company cannot improve
enrollment and increase the productivity of its consultants or if
greater competitive pressures in the industry hinder the company's
efforts to stabilize declining sales and margins, resulting in the
company's leverage increasing to and remaining above 3.5x.

"We could revise the outlook to stable if Rodan & Fields
strengthens the productivity of its consultants and begins to
benefit from new product innovations and its e-commerce platform.
Leverage would also need to fall below 3.0x for us to consider a
stable outlook."



SANDRA W RUTHERFORD: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Sandra W. Rutherford Revocable Trust
Agreement Dated May 2, 2005, As A Business Trust, as of Dec. 19,
according to a court docket.

            About Sandra W. Rutherford Revocable Trust

Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005,
As A Business Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30475) on November
14, 2018.  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 Frank W. Volk.  The Debtor
tapped Caldwell & Riffee as its legal counsel.

Sandra W. Rutherford is a business trust in Lexington, Kentucky.


SCANA CORP: Moody's Alters Outlook to Pos. & Affirms Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of SCANA Corporation
(SCANA, Ba1 senior unsecured) and its subsidiary and South Carolina
Electric & Gas Company (SCE&G, Baa3 senior unsecured) and revised
the outlooks to positive from negative. Moody's also affirmed the
ratings of Public Service Company of North Carolina, Inc. (PSNC, A3
senior unsecured) leaving its outlook negative. The action follows
a decision by the Public Service Commission of South Carolina
(SCPSC) to approve SCANA's proposed merger with Dominion Energy,
Inc. and its related rate plan.

RATINGS RATIONALE

"The rating affirmations and positive outlooks for SCANA and SCE&G
recognize the benefits of ownership by the larger, more diversified
Dominion parent company with a stronger balance sheet and greater
financial flexibility," said Laura Schumacher, Vice President --
Senior Credit Officer. Although the SCPSC voted to leave the
approximate 15% temporary rate reduction implemented at SCE&G in
August 2018 in place, which will continue to pressure the company's
credit metrics, that alternative was one of several offered by
Dominion in its merger proposal. The SCPSC decision does provide
certainty around future cash flow, however, and a foundation for a
path back to a more normal political and regulatory environment in
South Carolina, a credit positive.

On a SCANA standalone basis, Moody's estimates the cash flow
generated by the approved rate plan will result in SCE&G
demonstrating credit metrics at the lower end of the range
acceptable for its current rating level, for example a ratio of
cash flow from operations excluding changes in working capital (CFO
pre-WC) to debt around 13%. However, Moody's anticipates that over
time Dominion may look to rebalance SCE&G's capital structure along
the lines of its authorized 52.8% equity ratio, which would result
in stronger cash flow metrics. For example, it is possible that
SCE&G could demonstrate a ratio of CFO pre-WC to debt in the
mid-teens.

The SCPSC decision came after a thorough and deliberate process
involving months of filed testimony and weeks of hearings that
allowed the views of all parties to be heard. Ultimately, on
December 14, 2018, the commissioners determined that SCE&G's July
2017 decision to abandon construction of the V.C. Summer new
nuclear units was indeed prudent, and they authorized recovery of
approximately $2.8 billion of new nuclear investment incurred
through March 2015 with a return on equity (ROE) of 9.9%. The lack
of recovery after March 2015 reflects a date agreed to by most
parties as an appropriate timeframe. The decision is also
consistent with one of the rate plans offered by Dominion as part
of its acquisition proposal, as such, Moody's expects the merger
with SCANA will be completed as scheduled. With the nuclear
recovery issues resolved, Moody's anticipates future rate
proceedings will be much less contentious.

The rating affirmations and revised outlooks also consider the
benefits of a settlement agreement reached in a class action
lawsuit with SCE&G customers that addressed the state Attorney
General's arguments related to the Base Load Review Act (BLRA)
under which SCE&G previously implemented rate increases in
conjunction with its new nuclear investment. The settlement, which
also provides a cash payment of the $115 million that was funded
into an SCANA rabbi trust in early 2018, is contingent upon the
closing of the Dominion merger. As a result of the settlement, the
lawsuit against SCANA and SCE&G will be dismissed.

The affirmation of PSNC's ratings considers the improved prospects
for its direct parent, SCANA and the benefits of ownership by the
larger Dominion organization. The continuing negative outlook
reflects a material deterioration in the utility's standalone
credit metrics due to increased leverage to fund its ongoing
capital expenditure program, combined with the negative cash flow
impacts of federal tax reform and deferrals for pipeline integrity
management costs. For the twelve months ending September 2018,
PSNC's ratio of CFO pre-WC to debt declined to 13.8%, whereas in
prior years, the metric was consistently above 20%. Going forward,
based on the company's current financing plan, Moody's anticipates
the ratio may remain near its current level, which would be
relatively weak for its current rating.

Outlook

The positive outlooks for SCE&G and SCANA reflect the potential for
upward movement in the ratings if there are debt reductions leading
to stronger credit metrics while the regulatory environment returns
to a more normal state. The negative outlook for PSNC reflects the
potential for downward movement in the rating if cash flow based
credit metrics remain near current levels.

Factors that could lead to an upgrade

For SCE&G, an ability to sustain a ratio of CFO pre-WC to debt
above 16% while returning to a credit supportive relationship with
the SCPSC could put upward pressure on the rating. Upward rating
pressure at SCE&G would likely lead to upward pressure at its
direct parent, SCANA.

At PSNC, given the negative outlook, an upgrade in the next 12-18
months is unlikely. The outlook could be returned to stable if
there were to be an increase in cash flow, or if its financing or
capital plans were adjusted, such that the utility is able to
demonstrate a ratio of CFO pre-WC to debt in the high teens.

Factors that could lead to a downgrade

For SCE&G, downward pressure on the ratings could develop if there
is a further deterioration of the regulatory environment, or if the
utility is not able to maintain a ratio of CFO pre-WC to debt that
is at least in the low-teens on a sustained basis. Downward
movement in the ratings or outlook of SCE&G would likely put
downward pressure on the ratings or outlook of SCANA. At PSNC, an
inability to demonstrate CFO pre-WC to debt metrics in the
high-teens could put downward pressure on the rating.

Affirmations:

Issuer: SCANA Corporation

Issuer Rating, Affirmed Ba1

Senior Unsecured Bank Credit Facility, Affirmed Ba1

Commercial Paper, Affirmed NP

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: South Carolina Electric & Gas Company

Commercial Paper, Affirmed P-3

Issuer Rating, Affirmed Baa3

Senior Secured First Mortgage Bonds, Affirmed Baa1

Senior Unsecured Bank Credit Facility, Affirmed Baa3

Issuer: South Carolina Fuel Company Inc.

Commercial Paper, Affirmed P-3

Senior Unsecured Bank Credit Facility, Affirmed Baa3

Issuer: Public Service Co. of North Carolina, Inc.

Senior Unsecured Bank Credit Facility, Affirmed A3

Commercial Paper, Affirmed P-2

Senior Unsecured Regular Bond/Debenture, Affirmed A3

Outlook Actions:

Issuer: SCANA Corporation

Outlook, Changed To Positive From Negative

Issuer: South Carolina Electric & Gas Company

Outlook, Changed To Positive From Negative

Issuer: Public Service Co. of North Carolina, Inc.

Outlook, Remains Negative

SCANA is a holding company for SCE&G, a vertically integrated
electric utility with local gas distribution operations regulated
by the SCPSC; Public Service Company of North Carolina, Inc., a
local gas distribution company regulated by the North Carolina
Utilities Commission; and SCANA Energy Marketing, Inc. (SEMI, not
rated), a non-regulated gas marketing business in Georgia.

The V.C. Summer new nuclear units are two Westinghouse AP1000
nuclear units (approximately 1,100 MWs each) that had been under
construction at SCE&G's existing VC Summer plant site before
construction was suspended in 2017. SCE&G owns 55% of the abandoned
units, with the remaining 45% owned by the South Carolina Public
Service Authority (Santee Cooper, A2 negative).

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in June 2017.


ST. ANNE'S RETIREMENT: Fitch Affirms BB+ on $16.9MM Rev. Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Lancaster County Hospital Authority revenue bonds issued on behalf
of Saint Anne's Retirement Community, PA (SARC):

  -- $16.9 million revenue bonds, series 2012.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a gross revenue pledge, mortgage lien, and
a debt service reserve fund.

KEY RATING DRIVERS

STRONG OCCUPANCY: Over the last three years, SARC has maintained
strong census levels across all its levels of care. In fiscal 2018,
SARC averaged 95% in its independent living units (ILUs), 94% in
its personal care units/assisted living units (PCUs/ALUs), 96% in
its memory care units (MCUs), and 85% in its skilled nursing
facility (SNF) beds. Additionally, SARC maintains a wait list of
approximately 350 people for its ILUs.

SOLID OPERATIONAL PERFORMANCE: The 'BB+' rating is supported by
SARC's improved financial performance since fiscal 2016, which is
largely driven by the successful completion and fill-up of its
memory care expansion project that was completed in 2016. Over the
last three fiscal years, SARC has averaged a solid 93.5% operating
ratio, 10.4% net operating margin (NOM), and 6.6% excess margin,
which all compare favorably to Fitch's below investment grade (BIG)
category medians of 101.6%, 5.1%, and negative 1.3%, respectively.

CAPITAL PROJECT UNDERWAY: SARC is underway on a multi-phase ILU
expansion project that will add 78 new IL apartments and 17 new IL
duplex cottages (34 total units). Project costs are expected to be
$41 million, of which $35 million is expected to be funded by
private bank debt. The first phase of the IL expansion is
approximately 65% pre-sold; however, SARC has previously varied
between 50% to 100% pre-sales over the last few months. The 'BB+'
rating incorporates the size and scope of the project.

SUFFICIENT LIQUIDITY: In fiscal 2018, SARC had unrestricted cash
and investments of $9.5 million, which translates into 216 days
cash on hand (DCOH), 46.4% cash to debt, and 2.9x cushion ratio and
remains adequate for its current rating level. Fitch expects cash
to debt to be negatively impacted following the draw-down of its
additional debt for its ILU expansion project, but expects it to
gradually improve thereafter as SARC begins to benefit from the
additional revenues of its new ILUs.

ELEVATED LONG-TERM LIABILITY PROFILE: Following the closing of its
$36 million draw-down bank loan, SARC's maximum annual debt service
(MADS) increased to $3.3 million, which equates to 18.2% of total
fiscal 2018 revenues and is weaker than Fitch's 'BIG' category
median of 16.5%. However, SARC's debt burden is expected to
moderate in the coming years as the additional revenues from its
new ILUs come online.

RATING SENSITIVITIES

CAPITAL PROJECT EXECUTION: Fitch expects Saint Anne's Retirement
Communities to execute its upcoming independent living expansion
project on time and on budget while maintaining its strong
occupancy levels and sound operating profile. Any project execution
issues such as construction delays, cost overruns, or fill-up
delays that result in material deviations from anticipated
operations could put negative pressure on the rating.

CREDIT PROFILE

SARC is a Type-C continuing care retirement community located
outside Columbia, PA in the township of West Hempfield, which is
approximately 35 miles southwest of Harrisburg and 10 miles west of
Lancaster. SARC is sponsored by the Religious Congregation of
Sisters of the Adorers of the Blood of Christ, United States Region
(ASC). SARC's facilities consist of 71 ILUs, 51 personal care ALUs,
a 51-bed MCU, and a 61-bed SNF.

SARC primarily offers fee-for-serve contracts, with 30% refundable,
60% refundable, and fully amortizing entrance fee plans available
for all villa and cottage residents. In their IL apartments, SARC
offers rental contracts that require a one-time community fee upon
entry. In fiscal 2018 (ending June 30th), SARC reported total
operating revenues of $17.2 million.

CAPITAL PROJECT UNDERWAY

SARC is currently underway on its multi-phased ILU expansion
project at its campus. Phase 1 of the project entails adding two
new IL apartment buildings consisting of 54 total ILU apartments
and 17 new IL duplex cottages (34 total units). The 54 new ILU
apartments are expected to be completed in March 2019, with initial
move-ins beginning in April 2019. While all 17 IL duplex cottages
are expected to be built, cottages will only be built after being
pre-sold which helps mitigate some concerns with SARC's ability to
fill additional ILUs. Phase 2 is expected to add a third new IL
apartment building consisting of 24 ILU apartments, which is
expected to begin in 2020. However, SARC will not embark on phase 2
of the project until the phase 1 apartments have achieved 90%
stabilized occupancy, pre-sales reach approximately 70% before
initial construction, and 16 of the new 34 IL cottages pre-sold, or
it goes through a reappraisal process to confirm the loan-to-value
of the project is appropriate.

Total project costs are expected to be approximately $41 million,
which is expected to be financed primarily with SARC's $36 million
drawdown bank loan (series 2017 revenue notes; $5 million drawn to
date). The remaining costs are expected to be paid from new
entrance fee proceeds and a small equity contribution from SARC.
Despite the additional debt associated with the expansion project,
the project is expected to be accretive to SARC's financial and
operating profiles. To date, 35 of the 54 (65%) IL apartments in
phase 1 have been pre-sold with prospective residents making a
$5,000 deposit. SARC's strong demand and successful operating
history should position them well to successfully execute its
upcoming capital project.

SOLID CENSUS

Despite the presence of competition in its primary service area,
SARC has maintained solid census across all levels of care in
recent years. Over the last three fiscal years, SARC averaged 94%
in its ILUs, 93% in its ALUs, 93% in its MCUs, and 88% in its SNF.
Additionally, SARC maintains a wait list of approximately 350
people for its ILUs. Overall, SARC's solid census and strong
waiting list mitigate concerns regarding its ability to fill its
new ILUs.

ADEQUATE FINANCIAL/OPERATING PROFILES

Following completion of its MCU expansion project in 2016, SARC has
demonstrated solid operational performance in recent years. Over
the last three fiscal years, SARC has averaged a 93.5% operating
ratio, 10.4% NOM, and 6.6% excess margin, which all compare
favorably to Fitch's 'BBB' category medians of 101.6%, 5.1%, and
negative 1.3%, respectively. However, SARC's NOMA remained weak
during the same time period at an average of 12.1%, which remains
weaker than the category median of 18.3% and reflects its low
reliance on entrance fees. Similar to its MCU expansion project,
Fitch expects SARC's ILU expansion project to be accretive to its
operating profile and anticipates incremental improvement in
operational performance throughout the construction and fill-up
period. Material deviations from expectations could pressure the
rating.

In fiscal 2018, SARC had $9.5 million in unrestricted cash and
investments, which translates into 216 DCOH, 46.4% cash to debt,
and 2.9x cushion ratio, which show mixed results when compared to
Fitch's 'BIG' medians of 292, 32.1%, and 4.5x, respectively.
Despite the mixed results, liquidity metrics remain sufficient for
its rating level given SARC's primarily fee-for-service contracts.

Fitch notes SARC's cushion ratio remains suppressed by the
inclusion of its $3.3 million MADS, which will not occur until the
entire bank loan is drawn down and the project reaches
stabilization (2021). Additionally, cash to debt is expected to
weaken to near 30% in the coming years as SARC draws down on the
remaining principal of its bank loan. Despite the weakening in both
metrics, they are expected to remain sufficient to support SARC's
current 'BB+' rating level. Furthermore, Fitch expects both cushion
ratio and cash to debt to improve following completion of the
project and the inclusion of SARC's new ILU revenues within its
operations.

LONG-TERM LIABILITY PROFILE

As of fiscal 2018, SARC had approximately $22 million outstanding
in long-term debt, which primarily consists of $17 million of
series 2012 bonds. The series 2012 bonds are fixed-rate and have a
final maturity of 2033. The remaining $5 million in outstanding
debt are the drawdown variable-rate series 2017 revenue notes,
which are privately placed with a bank. SARC intends on drawing the
remaining principal down over the next two years to fund its
ongoing capital project. Additionally, SARC has entered into a
floating for fixed interest rate swap with Fulton Bank to hedge
costs of the series 2017 revenue notes through the bank's initial
tender date of June 1, 2029.

Following the full draw down of the series 2017 revenue notes,
SARC's MADS is expected to increase to $3.3 million which equates
to an elevated 18.2% of fiscal 2018 revenues and remains weaker
than Fitch's 'BIG' category median of 16.5%. Debt to net available
measured a solid 6.4x in fiscal 2018, which compares favorably to
Fitch's 'BIG' median of 9.8x. Fitch notes SARC's debt to net
available will weaken, but remain adequate for its rating level, as
it draws down the remaining principal of its series 2017 revenue
notes.

However, in Fitch's view, SARC's upcoming ILU project is expected
to be accretive to its financial profile and should help improve
operational performance with an expanded revenue base. By projected
occupancy stabilization in 2022, SARC's debt burden and coverage
levels are expected to remain more manageable and in line with
category medians as evidenced by MADS equating to 13.5% of
forecasted fiscal 2022 revenues and pro forma MADS coverage of
1.8x.

Overall, while SARC's increased debt burden remains a credit
concern, concerns are currently mitigated by the SARC's solid
census levels, previous successes in implementing capital projects,
and the forecasted improvements in its financial and operating
profiles following completion of its upcoming ILU expansion
project. However, there could be negative pressure on the rating if
there are any project execution issues which results in material
variances from forecasted liquidity levels or operational
performances.


STEARNS HOLDINGS: S&P Lowers Long-Term ICR to 'CCC+', Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term issuer credit
rating on Stearns Holdings LLC to 'CCC+' from 'B-'. The outlook is
negative. S&P said, "At the same time, we lowered our issue rating
on the company's senior secured notes to 'CCC+' from 'B-'. Our
recovery rating on the company's senior secured notes is '4',
indicating our expectation for average recovery (30%-50%, rounded
estimate: 40%) in a simulated default scenario."

S&P said, "The downgrade reflects our view that Stearns could
complete a distressed exchange of its senior secured notes at some
point prior to their maturity in August 2020. The company disclosed
on Dec. 19, 2018, that it entered into a nondisclosure agreement
with a noteholder regarding a potential liability management
transaction to extend the maturity of the senior secured notes by
two years to August 2022 and an option to PIK two coupon payments.
The company also disclosed that the proposal was declined by the
noteholder. If the company were to have completed such an exchange,
we would have viewed it as a de facto restructuring given the
company's intention to restructure its obligations by offering less
than the original promise.

"While the company has not indicated its plans to pursue another
exchange offer in the next 12 months, we believe Stearns' leverage
is unsustainable in the long term, absent any financial
improvement. Illustrating this, adjusted EBITDA was negative
through the first nine months of 2018 (versus just $7 million for
the year ended Dec. 31, 2017), primarily reflecting the
industrywide decline in originations and continued contraction in
gain-on-sale margins. We expect difficult market conditions to
persist over the remainder of 2018 and into 2019, creating
profitability challenges for Stearns. We will continue to monitor
the impact of the recently implemented restructuring initiatives on
the company's operating performance, but we anticipate these
measures will provide modest support to the bottom line in 2018 and
beyond."

Positively, the company had $94 million of cash and cash
equivalents on its balance sheet as of Sept. 30, which could help
fund its near-term (within 12 months) liquidity needs. Although
management has indicated it will repurchase approximately an
additional $50 million of senior secured notes at par in 2019
through a tender offer by using the cash on balance sheet, S&P
believes a successful refinancing of the remainder of the
outstanding notes is unlikely, absent an improvement in its
financial performance.

The negative outlook reflects S&P Global Ratings' view of
heightened refinancing risk related to the approaching maturities
of the senior secured notes in August 2020 and the likelihood that
the company could pursue another distressed debt exchange in the
future. The outlook also reflects S&P's view of the deterioration
in the company's operating performance.

S&P said, "We could lower the rating within the next 12 months if
the company announces a debt exchange or repurchase that we would
consider tantamount to a default. We could also lower the rating if
the company does not maintain cash liquidity at current levels or
if it loses any of its key warehouse lending relationships and we
believe the funding structure of the company is in jeopardy.

"While unlikely, we could revise the outlook to stable in the next
12 months if Stearns is able to refinance the senior secured notes
or if the risk of a distressed debt exchange or repurchase is
substantially reduced in our view."

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P said, "In our simulated default scenario, we assume a
substantial decline in mortgage originations because of rising
interest rates, resulting in a default occurring in 2020. We also
believe financial pressures could arise, caused by adverse
regulatory changes or operational issues.

-- S&P assumes EBITDA declines, limiting the company's ability to
service its fixed costs, including interest and maintenance capital
expenditures.

-- S&P's scenario assumes that Stearns would reorganize in the
event of a default. S&P therefore has valued the company as a going
concern, using a 5.0x EBITDA multiple at emergence.

Simulated default assumptions

-- S&P's simulated scenario contemplates a default occurring in
2020 as a result of a decline in EBITDA from reduced originations
amid rising interest rates.

-- S&P assumes $17 million EBITDA at emergence (after applying
operational adjustment) and an EBITDA multiple of 5.0x upon
reorganization.

Simplified waterfall

-- Net enterprise value after 5% administrative expenses: $80.2
million

-- Collateral value available to secured creditors: $80.2 million

-- Total senior secured debt: $198.9 million

    --Recovery expectation: 40% (30%-50%)

Note: All debt amounts include six months of prepetition interest.


TRAVERSE MIDSTREAM: Moody's Lowers CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Traverse Midstream Partners
LLC's Corporate Family Rating to B2 from B1, its secured Term Loan
B due 2024 to B2 from B1 and its Probability of Default Rating to
B2-PD from B1-PD. The outlook is stable.

The rating action reflects the additional debt Traverse has
incurred to fund its share of the final cost to construct and
complete the Rover (Rover Pipeline LLC) natural gas pipeline, which
has eroded its leverage metrics beyond originally projected levels.
Rover initiated partial mainline service August 31, 2017, earning
100 percent of the long-haul contractual commitments on Rover
beginning September 1, 2018 upon its mechanical completion. Rover
is operated by Energy Transfer Operating, L.P. (ETOP, Baa3 stable),
the pipeline project's construction manager who holds a 32.6%
ownership stake in the pipeline.

"While Rover is now fully in service, generating 3.15 billion cubic
feet per day (Bcfd) of contracted revenue, its in-service date
slipped almost a year imposing higher costs to complete beyond the
Term Loan B amount Traverse Midstream raised to fund its share of
Rover's construction," commented Andrew Brooks, Moody's Vice
President. "Consequently, Traverse's investment in Rover has become
significantly more burdened with debt, a leverage profile Moody's
deems excessive even for a fully operating, fully contracted
natural gas pipeline."

Downgrades:

Issuer: Traverse Midstream Partners LLC

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

Corporate Family Rating, Downgraded to B2 from B1

Gtd Senior Secured Term Loan B, Downgraded to B2 (LGD4) from B1
(LGD4)

Outlook Actions:

Issuer: Traverse Midstream Partners LLC

Outlook, Remains Stable

RATINGS RATIONALE

Traverse's B2 CFR is supported by the stable cash flows generated
primarily by its 35% investment in Rover. Over its 713-mile length,
this highly strategic pipeline connects natural gas production from
the Marcellus and Utica Shale with Midwest, Gulf Coast and Canadian
markets. Contracted firm transportation volumes account for 3.15
Bcfd of Rover's 3.25 Bcfd capacity, and are buttressed by
long-dated, take-or-pay shipper contracts with 15-20 year terms.
While only one of Rover's eight contracted shippers is rated
investment-grade, a weakness reflected in Traverse's rating,
Moody's estimates that the weighted average rating of the shipper
portfolio has improved one notch to Ba2 since Traverse's initial
rating in September 2017. Cash distributions received from
Traverse's 25% investment in a second pipeline, the Ohio River
System LLC (ORS), are complementary to its investment in Rover.
Notwithstanding the strong asset quality of the fully completed and
in-service Rover pipeline, Traverse Midstream carries a heavy debt
load, having increased to $1.435 billion following September's $150
million Term Loan B add-on which was required to fund its expected
share of increased costs. Subsequently incurred pipeline
expenditures have exacerbated cash requirements which Moody's also
expects to be debt-funded. Debt/EBITDA will now initially exceed 8x
with Funds From Operations (FFO)/debt falling close to 5%.

With Rover 100% mechanically complete, Traverse's liquidity needs
should be limited, although higher completion expenditures over the
course of 2018 required incremental debt financing. Traverse
entered into a new super priority secured $50 million revolving
credit facility in September established for additional short-term
liquidity. Moody's expects this facility to be fully utilized to
help fund additional completion expenditures on Rover, leaving
Traverse almost entirely dependent on cash distributions from
Rover, and to a lesser extent ORS, for its liquidity needs. Should
Traverse receive additional capital calls from ETOP to fund
completion expenditures on Rover that could pressure its available
liquidity, Moody's believes there is flexibility as to the timing
of required reimbursements, helping augment the liquidity otherwise
provided by distributions from Rover and ORS. Excess liquidity will
be swept into mandatory Term Loan B debt prepayments beginning in
2018's fourth quarter. Both the Term Loan B and the secured
revolver share a 1.4x minimum debt service coverage ratio covenant,
which Moody's sees being met in 2019 by a narrow margin.

The Term Loan B is rated B2 in accordance with Moody's Loss Given
Default (LGD) methodology, equivalent to the B2 CFR, reflecting its
dominance in Traverse's capital structure compared to its $50
million secured revolving credit facility. The revolver will share
equally in the Term Loan B collateral, but will have priority in
terms of payment.

The rating outlook is stable. Prospects for a ratings upgrade over
the near-term are limited by Traverse's very high leverage.
Debt/EBITDA clearly trending towards 5x or FFO/debt exceeding 10%
could eventually support a rating upgrade. Ratings could be
downgraded Traverse fails to improve its leverage metrics, or if
the credit quality of Rover's contracted shippers deteriorates
significantly.

The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.

Traverse Midstream Partners, headquartered in Edmond, Oklahoma, was
formed in 2014 by The Energy and Minerals Group (EMG) to focus on
building a portfolio of non-operated midstream assets. In addition
to its 35% joint venture interest in Rover, which it owns through
Traverse Rover LLC, Traverse also owns a 25% joint venture interest
in ORS, a 64-mile natural gas pipeline. The two pipeline systems
are majority owned and operated by ETOP, one the US's largest
midstream energy master limited partnerships. In October 2017, ETP
sold a 49.9% interest in the ETOP entity which holds its 65% stake
in Rover to The Blackstone Group L.P. in a $1.57 billion
transaction.


VANGUARD NATURAL: Dunlevy Replaces Citarrella as Board Chairman
---------------------------------------------------------------
Joseph Citarrella, the Chairman of the Board of Directors of
Vanguard Natural Resources, Inc., has notified the Company of his
decision to resign as Chairman of the Board and as a Board member,
effective on the earlier of (a) Jan. 15, 2019 or (b) the date on
which the Board names a successor chairman.  The Company said Mr.
Citarrella's decision to resign was not related to a disagreement
with the Company over any of its operations, policies or practices.
Mr. Citarrella also served as a member of the Board's Compensation
Committee and as Chairman of the Board's Nominating & Governance
Committee.

On Dec. 19, 2018, the Board selected current Board member Greg W.
Dunlevy to succeed Mr. Citarrella as Chairman of the Board,
effective immediately.  Mr. Dunlevy also serves as Chairman of the
Board's Audit Committee.

                         About Vanguard Natural

Vanguard Natural Resources, Inc. -- http://www.vnrenergy.com/-- is
an independent exploration and production company focused on the
production and development of oil and natural gas properties in the
United States.  Vanguard's assets consist primarily of producing
and non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Piceance Basin in Colorado, the Permian
Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma,
the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn
Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and
North Texas, the Wind River Basin in Wyoming and the Powder River
Basin in Wyoming.  More information on Vanguard can be found at
www.vnrenergy.com.

"At September 30, 2018, we were in compliance with all of our debt
covenants.  Given, in part, the current environment for commodity
prices and basis differentials, we updated our internal projections
to take such updates into account, and, as a result of these
updated projections, we now expect that we may not be in compliance
with our ratio of consolidated first lien debt to EBITDA covenant
as defined within the Second Amendment to the Successor Credit
Facility in certain future periods, beginning with the December
2018 reporting period.  In light of these updates, we have taken a
number of steps to mitigate a potential default, including (i)
discussions with certain banks in our Successor Credit Facility to
amend our ratio of consolidated first lien debt to EBITDA covenant,
(ii) continue to pursue efforts to divest certain oil and natural
gas properties to use proceeds to reduce first lien leverage and
(iii) investigating refinancing alternatives.  To the extent we
breach the consolidated first lien debt to EBITDA covenant as
defined within the Second Amendment to the Successor Credit
Facility, we would be in default and the lenders would be able to
accelerate the maturity of that indebtedness (which could result in
an acceleration of our Senior Notes due 2024) and exercise other
rights and remedies, all of which could adversely affect our
operations and our ability to satisfy our obligations as they come
due.  These conditions raise substantial doubt about our ability to
continue as a going concern within one year after the date that
these financial statements are issued.  While no assurances can be
made that we will be able to consummate such mitigation plans, we
believe the combination of the long-term global outlook for
commodity prices and our mitigation efforts will be viewed
positively by our lenders," the Company stated in its Quarterly
Report for the period ended
Sept. 30, 2018.

On Dec. 6, 2018, Vanguard Natural entered into the Third Amendment
to the Fourth Amended and Restated Credit Agreement, dated as of
Aug. 1, 2017, among the Company, Vanguard Natural Gas, LLC,
Citibank N.A., as Administrative Agent and the lenders.  The Third
Amendment makes certain modifications to the Credit Agreement to
allow the Company additional flexibility to pursue and consummate
sales of certain of its oil and natural gas properties.

As of Sept. 30, 2018, Vanguard Natural had $1.50 billion in total
assets, $1.23 billion in total liabilities, and $274.31 million in
total stockholders' equity attributable to common stockholders.


WARTBURG COLLEGE: Fitch Alters Outlook on BB- Rev. Bonds to Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately $80
million private college revenue refunding bonds series 2015 issued
by the Iowa Higher Education Loan Authority on behalf of Wartburg
College.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The series 2015 private college facility revenue bonds are a
general obligation of the college, secured by a lien on revenues of
the college and a mortgage on the core campus. Additionally, the
bonds are supported by a debt service reserve fund equal to maximum
annual debt service (MADS).

KEY RATING DRIVERS

STABLE OUTLOOK: The revision to Stable Outlook reflects recent
stability in Wartburg's demand trends and similar improvement in
financial operations coupled with maintenance of the college's
sound financial cushion. Wartburg's Fitch-adjusted operating
deficits have moderated in recent years with expense control and
revenue-raising efforts and are expected to remain stable.

MODERATING DEMAND PRESSURES: Demand has stabilized following a
trend of declines in both enrollment and student-generated revenue
through fiscal 2017. Management continues several initiatives to
sustain enrollment and student-generated revenues in the near to
intermediate term; success in these efforts will remain key to
future rating stability.

HIGH DEBT BURDEN: MADS of $6.2 million equaled a high 12.6% of
fiscal 2018 operating revenues, as calculated by Fitch. Favorably,
Fitch-calculated MADS coverage from operations increased to 1.1x in
fiscal 2018, due to overall improved financial operations.

SOUND BALANCE SHEET CUSHION: Balance sheet resources are Wartburg's
primary strength when compared to other peers in its rating
category. Liquidity ratios remain above Fitch's below investment
grade medians. Wartburg also benefits from a solid history of
philanthropy and has exceeded the goal of its most recent capital
campaign.

RATING SENSITIVITIES

OPERATING STABILITY: The rating reflects Fitch's expectation that
Wartburg College's financial operations remain stable with adequate
debt service coverage. Failure to sustain stable operating
performance at this level in future years may pressure the rating.


RESOURCE STABILITY: A decline in Wartburg's balance sheet resources
could pressure the rating.

POSITIVE RATING ACTION LIMITED: Wartburg's historical revenue
volatility, operating pressure, and vulnerability to changes in the
competitive market limit the potential for upward rating movement
in the near term.

CREDIT PROFILE

Wartburg College, established in 1852 as a liberal arts college of
the Evangelical Lutheran Church in America, is located in Waverly,
IA and serves predominantly in-state undergraduate students.

STABILIZING ENROLLMENT

Headcount and full time equivalent (FTE) enrollment have remained
relatively stable in recent years following a decline of about 18%
between fiscal years 2012 and 2017. The college's modest absolute
enrollment in a highly competitive regional market makes it
especially vulnerable to declines in either enrollment or net
tuition revenue.

Higher discounting and improved recruitment and retention efforts
stabilized declines starting in fiscal 2017. Prior-year declines
were largely driven by increasing competition from public
universities in Wartburg's regional market. Long-term enrollment
pressures remain as the Midwest generally has declining numbers of
high school graduates and Wartburg's efforts to diversify student
recruitment in other regions will factor into future performance.

Deposits for fall 2019 are up from the prior year and exceed
budgeted expectations, indicating some potential for a larger
incoming class and growth in overall enrollment. Management targets
entering classes of about 500 students, which are in line with more
solid historical performance and well-above the fiscal 2016 trough
of 407. Retention rates are strong but can fluctuate. The freshman
to sophomore retention rate remained stable in fall 2018 at 79% and
six-year graduation rates remain solid.

IMPROVING FINANCIAL OPERATIONS

Wartburg's operating deficits, as calculated by Fitch on a full
accrual basis, moderated in fiscal years 2017 and 2018 following
two years of widening negative margins. Fiscal 2018 resulted in a
modest deficit of about $1.3 million (2.7% of revenues), an
improvement from fiscal 2016 deficit of $3.2 million or 6.6%.
Endowment income is a modest portion of Wartburg's operating
revenues, about 6.6% of fiscal 2018 revenue. To date, Fitch
considers the budgeted endowment draw sustainable at 5% and
management indicates that there are no future plans to increase the
draw rate.

Tuition discounting has increased to very high levels (58% in
fiscal 2018) as part of management's enrollment stabilization
strategy, contributing to enrollment-driven declines in net
student-generated revenue between fiscal years 2014 and 2017. Net
student revenue stabilized with modest growth in fiscal 2018.
Wartburg anticipates flat net tuition revenue in fiscal 2019,
supported by a tuition and fee rate increase of about 3.5%.
However, net tuition revenues remain pressured due to discounting
and overall competition for students.

SOUND LIQUIDITY CUSHION

Liquidity ratios help support the rating and provide Wartburg some
additional operating flexibility. Available funds (AF), which Fitch
defines as cash and investments not permanently restricted, was
$32.8 million in fiscal 2018, remaining consistent with historical
levels. AF equaled 65% of operating expenses and 41% of debt, both
of which compare favorably to peer Fitch-rated institutions below
the investment grade rating level.

Under the bond documents, Wartburg's liquidity covenant requires it
to maintain total cash and investments-to-long-term debt, including
restricted cash, of greater than 0.50x. Based on information
provided, the fiscal 2018 liquidity ratio as calculated under the
bond documents was 1.23x, up from the previous year and well-above
the bond covenants.

The asset allocation for Wartburg's total endowment of about $76
million at fiscal year-end 2018 (including permanently restricted
investments) was fairly conservative and liquid with alternative
investments representing a modest 11%. Wartburg's endowment draw in
fiscal 2018 was a fairly standard 5% of endowment market value
based on a rolling 36-month average, which Fitch considers
sustainable. The 5% draw reflects an increase over prior year draws
of 4.5% based on a board policy revision. Management reports that
future increases in the draw rate are not expected.

HIGH DEBT BURDEN; ADEQUATE COVERAGE

Wartburg's debt at fiscal year-end 2018 was about $80 million; all
debt was fixed rate. Wartburg's MADS burden is very high at 12.6%
of fiscal 2018 revenue. Fitch-calculated MADS coverage improved to
1.2x in fiscal 2018, up from only 0.7x in fiscal 2016. Though
recent coverage has improved, metrics remain pressured and very
sensitive to the college's operating performance. Wartburg remains
in compliance with its legal rate covenant, which requires 1.10x
coverage, unless its liquidity ratio exceeds 0.75x (which it did in
fiscal 2018).

The series 2015 debt structure has slightly ascending debt service
with MADS occurring in fiscal 2029. Wartburg's debt burden is
expected to moderate over time due to a lack of new debt plans and
Fitch does not view the college as having any additional debt
capacity at the current rating.


WEATHERFORD INT'L: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Weatherford International
Ltd.'s (Bermuda) Corporate Family Rating to Caa2 from B3 and
Probability of Default Rating to Caa2-PD from B3-PD. Moody's also
downgraded the senior unsecured notes of both Weatherford and
Weatherford International, LLC (Delaware)to Caa3 from Caa1, and
downgraded Weatherford's Speculative Grade Liquidity Rating to
SGL-4 from SGL-3. The rating outlook remains negative.

"Weatherford has nearly $3 billion of debt maturities through 2021,
and without a sustained improvement in its cash flow generation
ability, the company will be challenged to refinance these
maturities," said Sajjad Alam, Moody's Senior Analyst. "The company
will not be able to meaningfully reduce debt through 2019 in a
slowly improving industry environment, keeping its leverage at a
very high level despite making progress with its business
transformation and asset sale initiatives."

Downgraded:

Issuer: Weatherford International Ltd. (Bermuda)

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)

Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)Caa1

Subordinate Shelf, Downgraded to (P)Ca from (P)Caa2

Preferred Shelf, Downgraded to (P)Ca from (P)Caa2

Preference Shelf, Downgraded to (P)Ca from (P)Caa2

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3

Issuer: Weatherford International, LLC (Delaware)

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

Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)Caa1

Subordinate Shelf, Downgraded to (P)Ca from (P)Caa2

Affirmed:

Issuer: Weatherford International Ltd. (Bermuda)

Senior Unsecured Commercial Paper, Affirmed NP

Outlook actions:

Issuer: Weatherford International Ltd. (Bermuda)

Outlook, Remains Negative

Issuer: Weatherford International, LLC (Delaware)

Outlook, Remains Negative

RATINGS RATIONALE

Weatherford's Caa2 CFR reflects the company's very high debt
burden, significant debt maturities through 2021, execution risk
surrounding the business transformation initiatives, and limited
projected free cash flow through 2019 in a highly competitive
oilfield services industry environment. While Moody's expects
sequentially higher earnings in 2019, the company needs to
substantially boost earnings and maintain the higher earnings level
to successfully refinance its upcoming debt maturities. Weatherford
also faces a significant decline in liquidity from the expiration
of roughly two-thirds of its revolver commitment early in the third
quarter of 2019. Moody's expects Weatherford will generate only a
modest amount of free cash flow in 2019. Weatherford executed a
number of significant asset sales during 2017-2018 to raise
liquidity and reduce net leverage and is still marketing some
non-core asset packages to further improve financial flexibility.
Weatherford's Caa2 CFR is supported by its large scale and strong
market positions in several product categories; broad geographic
and customer diversification, with a substantial portion of revenue
coming from less volatile international markets; and numerous
patented products and technologies that are well-known and widely
used in the oilfield services (OFS) industry giving the company
some competitive advantage.

Weatherford has weak liquidity based on its upcoming debt
maturities, which is reflected in the SGL-4 rating. As of September
30, 2018, the company had $393 million of cash and $378 million in
available borrowing capacity under three revolving credit
facilities that had a combined commitment amount of $900 million.
However on November 14, revolving credit facility commitments from
existing lenders were reduced by $54 million. The company will have
only $303 million of revolver commitment left beyond August 15,
2019, and that remaining commitment will expire on July 13, 2020.
Moreover, Weatherford will have a $250 million term loan due and a
$364 million bond maturity in 2020, and is facing $2 billion of
bond maturities in 2021. Consequently, Moody's expects the company
will look for ways to boost its cash position and free cash flow to
adequately address its growing refinancing risks. Moody's expects a
modest amount of free cash flow, adequate covenant compliance
cushion, and additional asset sales through 2019.The company is
expected to receive up to $275 million of asset sales proceed in
fourth quarter 2018 from previously announced transactions totaling
over $540 million, and Moody's expects the remaining balance as
well as additional asset sales to bring in an incremental $400-$500
million of cash in the first half of 2019.

The negative outlook reflects Weatherford's looming debt maturities
and very high financial leverage. A stable outlook could be
considered if Weatherford can show significant sequential
improvement in earnings, operating cash flow and financial leverage
while reducing its refinancing risk. Weatherford's ratings could be
downgraded if EBITDA/interest falls below 1.25x or liquidity
deteriorates. The CFR could be upgraded if Weatherford maintains
EBTIDA/interest near 2x and substantially refinances its 2020-2021
debt maturities in a stable to improving industry environment.

The unsecured notes of Weatherford and Weatherford LLC are rated
Caa3, one-notch below the Caa2 CFR, reflecting their contractual
and structural subordination to Weatherford's credit facility.
Weatherford's credit facility benefits from upstream guarantees
from a material portion of its operating and holding company
subsidiaries, while the term loan has a first lien security on a
substantial portion of Weatherford's assets and the $317 million
364-day revolver has a second-lien claim. Neither the unsecured
notes of Weatherford nor Weatherford Delaware benefit from upstream
guarantees from operating subsidiaries, where nearly all of the
consolidated company's assets, leases, and non-debt liabilities
reside.

Weatherford International Ltd. (Bermuda) and Weatherford
International, LLC (Delaware) are wholly-owned subsidiaries of
Weatherford International plc, which is headquartered in
Switzerland and is a diversified international company that
provides a wide range of services and equipment to the global oil
and gas industry.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


WENDY'S COMPANY: Egan-Jones Hikes Senior Unsecured Ratings to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2018, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by The Wendy's Company to B+ from B.

The Wendy's Company is an American holding company for the major
fast food chain, Wendy's. Its headquarters are in Dublin, Ohio.


WHAT'S YOUR SIGN: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of What's Your Sign, Inc., as of Dec. 19,
according to a court docket.

                    About What's Your Sign Inc.

What's Your Sign, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-43948) on November
26, 2018.  At the time of the filing, the Debtor had estimated
assets of less than $500,000 and liabilities of less than $500,000.
The case has been assigned to Judge Brian D. Lynch.  The Debtor
tapped the Law Offices of Tuella O. Sykes as its legal counsel.


                            *********

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