/raid1/www/Hosts/bankrupt/TCR_Public/190124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, January 24, 2019, Vol. 23, No. 23

                            Headlines

ACCO BRANDS: Fitch Affirms BB LT IDR, Outlook Stable
AIAD SAMUEL: Court Grants US Bid to Adopt Garnishment Order
ALBERTSONS COMPANIES: Moody's Rates $500MM Sr. Unsec. Notes B3
ALBERTSONS COS: S&P Rates New $500MM Unsec. Notes Due 2026 'B+'
ALCAP PROPERTIES: Seeks to Hire Grafstein & Arcaro as Counsel

ALL AMERICAN OIL: Committee Taps Dundon as Financial Adviser
ALLIANT HOLDINGS: S&P Affirms 'B' Long-Term ICR, Outlook Stable
ALLURE NAIL: Feb. 27 Plan and Disclosure Statement Hearing
AMERICAN STEEL: Summit Bank Wants Plan Outline Rejected
ANADARKO PETROLEUM: Moody's Changes Outlook to Positive

AQUEOUS LLC: Seeks to Hire RPD Analytics as Appraiser
BERRY GLOBAL: S&P Raises ICR to 'BB+' on Improved Credit Metrics
C&N DEVELOPMENT: Taps Wolfe Snowden as Legal Counsel
CALCEUS ACQUISITION: S&P Affirms 'B' ICR & Rates $290MM Loan 'B'
CENTAUR LLC: Trustee Wins Summary Judgment Bid in Clawback Suit

CHARLESTON ASSOCIATES: CNB Bid to Apply Summary Ruling vs NBS Nixed
COMMERCIAL GRINDING: Seeks to Hire Haberbush as Legal Counsel
COPPER CANYON: Seeks to Hire Moore Law Group as Special Counsel
DEVON ENERGY: Moody's Alters Outlook on Ba1 CFR to Positive
DLS CHICKEN: Plan, Disclosure Statement Hearing Set for Feb. 13

DYNASTY ACQUISITION: Fitch Assigns B Issuer Default Rating
EAT FIT GO: Proposes Auction of All Remaining Assets
FAIRWAY ENERGY: March 7 Auction of All Assets Set
FILBIN LAND: Creditors to be Paid in Full Under Proposed Plan
FIRSTENERGY SOLUTIONS: Reaches Restructuring Support Deal

FLOYD E. SQUIRES: Examiner Selling Property to Paye for $350K
FLOYD E. SQUIRES: Examiner Selling Property to Wanek for $200K
GENERAL GROWTH: Court Dismisses Andejo Suit vs SSSL
GIGA WATT: Committee Seeks to Hire DBS Law as Legal Counsel
GOODWILL INDUSTRIES: Litigation Claims to Fund Proposed Plan

HEAVENLY COUTURE: Selling Manhattan Beach Property for $50K
HFZ 90 LEXINGTON: Court Affirms Dismissal of Kessler Suit
HJH CONSULTING: Contests Creditors' Accounts Receivables Claim
HUT AIRPORT LIMOUSINE: Seeks to Hire Karnes Law Offices as Counsel
INDUSTRIAL FABRICATORS: Seeks to Employ The Accounting Company

INNOVATIVE MATTRESS: Gets Court Approval to Employ OCPs
INNOVATIVE MATTRESS: Taps Brown Edwards as Accountant
INNOVATIVE MATTRESS: Taps Conway MacKenzie as Financial Advisor
INNOVATIVE MATTRESS: Taps DelCotto Law Group as Legal Counsel
INPIXON: Sabby Volatility Has 6.34% Stake as of Jan. 17

INTEGRAL 2545: Case Summary & 7 Unsecured Creditors
JEFFERSON PARISH HOSPITAL: S&P Cuts Series 2011 Bonds Rating to 'B'
JOHN L. JONKMAN: Trial Court Ruling in Favor of D. Miller Reversed
KENNETH SIMS: Riccio Buying Virginia Beach Property for $400K
KINGS AUTO: Seeks to Hire Allen & Associates as Co-Counsel

KINGS REAL ESTATE: Seeks to Hire Allen & Associates as Co-Counsel
LAYFIELD & BARRETT: Trustee Selling Park City Property for $399K
LBI MEDIA: Junior Noteholder's Group Position on Plan Disclosed
LONG BLOCKCHAIN: Inks 2nd Amended Loan Agreement with Lender
LONG-DEI LIU: Disbursing Agent's $850K Sale of Orange Property OK'd

MAREMONT CORP: Meritor Unit Files to Deal With Asbestos Claims
MAREMONT CORP: Plan Offers 29.1% Recovery for Asbestos Claimants
MGM GROWTH: S&P Assigns 'BB-' Rating on $500MM Sr. Unsec. Notes
MRPC CHRISTIANA: Disclosures OK'd; March 1 Plan Hearing Set
NASSAU JOHN: Unsecureds to Recover 100% of Allowed Claims

NEW INVESTMENTS INC: Taps K&L Gates as New Legal Counsel
NORTHERN OIL: Provides Fourth Quarter 2018 Update
NORTHWOODS CONSTRUCTION: Seeks to Hire Jay Lauer as Attorney
OLIVER C&I: Claims in Suit vs Carolina Developers, et al., Narrowed
OUTLOOK THERAPEUTICS: Lowers Exercise Price of Series A Warrants

PARADIGM DEVELOPMENT: SD Buying Covington Property for $922K
PERFECT BROW: Case Summary & 20 Largest Unsecured Creditors
PG&E CORP: Arranges $5.5 Billion of DIP Financing with BofA, Citi
PG&E CORPORATION: BlueMountain Capital Seeks to Delay Bankruptcy
PHOENIX HELIPARTS: Reishes Directed to Pay Trustee $2.15MM

POST PRODUCTION: $500K Sale of Business Assets to Periscope Okayed
PRECIPIO INC: Issues $1.45 Million Convertible Note to Crede
PREMIER MEETING: Seeks to Hire McDowell Law as Legal Counsel
PUMPKINVINE CAFE: April 17 Plan Confirmation Hearing
QUARRY SERVICES: Case Summary & 20 Largest Unsecured Creditors

REAGOR-DYKES MOTORS: Ford Credit Bid to Lift Automatic Stay Granted
REGENCY PARK: Equity Holders' Payment Clarified in Latest Plan
RESIDENTIAL CAPITAL: Summary Judgment Bid vs FMC Partly Granted
RICHARD OSBORNE: $257K Sale of Property to Granddaughter Okayed
RL ENTERPRISES: Revised Treatment of YTHA Secured Claim in New Plan

ROBERT MATTHEWS: Sets Bidding Procedures for Palm Beach Property
ROCK CABIN: Feb. 26 Approval Hearing on Plan Outline
SAM KANE BEEF: Case Summary & 20 Largest Unsecured Creditors
SAM MEYERS: $324K Sale of All Assets to JPC Approved
SCOTT INDUSTRIES: Files Chapter 11 Plan of Liquidation

SEARS HOLDINGS: Hearing on $5.2-Billion Sale to ESL on Feb. 4
SEARS HOLDINGS: PBGC Steps in to Oversee Two Pension Plans
SEARS HOLDINGS: Taps Deloitte & Touche as Auditor
SHARING ECONOMY: Signs $200.1K Share Purchase Agreement
STEPHEN DERNICK: Amended Bid for Stay Pending Appeal Junked

STUDIO CITY: Moody's Rates Proposed Sr. Unsec. Notes B2
SURVEYMONKEY INC: S&P Assigns 'B' Issuer Credit Rating
TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq
TENET HEALTHCARE: Moody's Rates New 2nd Lien Notes Due 2027 'Ba3'
TENET HEALTHCARE: S&P Rates New 2nd-Lien Sr. Sec. Term Loans 'B-'

TMTR HOLDINGS: $2.65M Sale Pleasanton Property to Cudd Approved
TMTR HOLDINGS: Cudd Buying Pleasanton Property for $2.65 Million
TROJAN BATTERY: Moody's Withdraws B2 CFR After C&D Tech. Deal
UPLIFT RX: Files Chapter 11 Liquidation Plan
URS HOLDCO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable

VICTOR DE LEON: Navanis Buying Milpitas Property for $4.2 Million
VIDANGEL INC: Unsecureds to be Paid in Full Over 5 Years
WARRIOR MET: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
WESTERN COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors
WILLIAM THOMAS: CCO Renewed Bid to Appoint Ch. 11 Trustee OK'd

WILLIAM THOMAS: Court Dismisses Bid for Leave without Prejudice
ZEST ACQUISITION: Moody's Alters Outlook on B3 CFR to Negative
[*] Judiciary Has Funds to Operate Through Jan. 31
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ACCO BRANDS: Fitch Affirms BB LT IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
ACCO Brands Corporation at 'BB'. The Rating Outlook is Stable.

ACCO's ratings reflect the company's consistent FCF and reasonable
leverage around low 3x given ongoing debt repayment after recent
acquisitions. The ratings are constrained by secular challenges in
the office products industry and channel shifts within the
company's customer mix, as evidenced by recent results, as well as
the risk of further debt-financed acquisitions. The company has
taken actions over the last few years to manage costs given
pressures on U.S. organic growth and has executed well on
diversifying its customer base toward higher growth channels and
international markets. These initiatives enabled the company to
manage average EBITDA in a tight range of $240 million in 2012-2016
and Fitch expects EBITDA following recent acquisitions to remain in
the $300 million to $320 million range over the next 24-36 months,
absent further acquisitions.

KEY RATING DRIVERS

Limited Organic Industry Growth: The office products industry is
experiencing a slow secular decline in mature markets due to a
shift toward digital technologies, partially offset by growth in
emerging markets. Growth in private label penetration has further
pressured sales of branded products in many categories.

In addition, the continued shift in channel revenue from
traditional office product retailers, such as Office Super Stores
(OSS) and traditional wholesalers, toward discounters and e-tailers
has required ACCO to optimize channel management to maintain share.
ACCO also is subject to competition from retailers and e-commerce
companies that import products directly from foreign sources and
resell under their own private brands, typically at lower price
points.

While ACCO benefits from its market-leading position, the company
has not been immune to industry challenges as evidenced by ACCO's
consistently negative annual organic growth for the past five years
ended 2017, ranging from -5.2% to -2.0% during this period. ACCO's
U.S. revenue (45% of total revenue in 2017) declined 1.7% and 1.5%
on a three- and five-year CAGR basis, respectively, through 2017.

ACCO's total organic revenue growth declined 2.4% in the nine
months ended Sept. 30, 2018 (YTD) and 3.7% in third-quarter 2018
(3Q18). This primarily reflects weakness in North America, ACCO's
largest geographic segment (50% of total revenue in 2017), which
declined 4.8% YTD and 8.8% in 3Q18. Per management, the YTD revenue
pressures in North America primarily reflect inventory destocking
due to pending wholesaler consolidation, potential share losses for
U.S. wholesalers, paper supply constraints, tighter inventory
management by independent distributors and retailers, and reduced
placements of high margin calendar products.

Sales to ACCO's U.S. wholesalers, Essendant, Inc. and SP Richards,
accounted for 5% of total revenue in 2017 and declined 38% in 3Q18.
The significant and unexpected decline in sales to both U.S.
wholesalers in 3Q18 is counter to typical seasonality in which
wholesalers increase spending in the third and fourth quarter to
qualify for high volume rebates from ACCO at year-end. Staples,
Inc. is the process of acquiring Essendant and industry
consolidation typically leads to inventory destocking. On the
positive side, the effect of the two U.S. wholesalers on ACCO's
financial performance continues to decline, comprising
approximately 3% of total revenue in 2018. Furthermore, consumer
demand for ACCO's products persists as evidenced by approximately
2% sell-through growth of ACCO's products to end consumers in 3Q18
based on measured categories and retail channels in North America.


Acquisitions Drive Growth and Diversification: ACCO intends to
strengthen its leadership position in the industry, which is
consolidating due to strong competition and declining organic
growth prospects. Fitch expects the company to focus on accretive
acquisitions to increase exposure to higher growth markets and
diversify its business with respect to customers and geographic
regions served.

This strategy will continue to result in periodic increases in
leverage due to debt-financed acquisitions, similar to ACCO's
acquisition of the remaining 50% interest in Pelikan Artline Pty
Limited, a prior joint venture serving the Australia and New
Zealand markets, for $88 million in the second-quarter of 2016, and
its $333 million of acquisition of Esselte, a predominantly
European-focused seller of office products, in February of 2017.
The acquisitions contributed to ACCO's revenue growth, margin
expansion due to greater scale and improved geographic and customer
diversity. ACCO's percentage of total revenue derived from outside
the U.S. increased to 55% in 2017 compared with 40% in 2015 due to
three international acquisitions. ACCO's top-ten customers
accounted for 44% of total revenue in 2017 compared with 56% in
2016 and no single customer has accounted for 10% or more of total
revenue since 2017.

Profitability Pressures: ACCO's adjusted operating profit declined
6.2% YTD 2018 primarily due to a nearly 19% decline in North
America, partially offset by significant margin expansion and
growth in EMEA following the successful integration and capture of
revenue and cost synergies associated with its acquisition of
Esselte in 2017. YTD operating margin in North America declined 220
basis points YoY to 12.8%, reflecting a negative customer and
product mix shift, and tariff-related inflation for aluminium and
steel, and escalating inflation for paper, transportation and fuel.
The adverse product and customer mix shift reflects lower sales of
higher-margin products to wholesalers, growth of lower-margin
products at dollar stores, a relatively new channel for ACCO, and
reduced placements of higher-margin calendar products in North
America.

Fitch expects the company to offset the effects of inflation
through two price increases, a 3% increase on Oct. 1, 2018 and a
larger undisclosed price increase in early 2019, and incremental
cost reduction efforts, including a 4% reduction in U.S. headcount
in 2019 and consolidation of its U.S. manufacturing and
distribution footprint.

Strong Expense Management: ACCO maintains a tight focus on its cost
structure, which enabled the company to improve profitability in a
difficult operating environment experiencing limited organic
growth, particularly in mature markets. The company exited
unprofitable businesses and relationships, resulting in steady
EBITDA margin expansion to 16% in 2017 from the high single digits
in 2008. However, numerous challenges in ACCO's North America
market in 2018 led to near-term margin pressure, but Fitch believes
EBITDA margin will recover in 2019 due to price increases and cost
savings, but may remain below 16% in the near term.

The strong cost discipline and steps to realign its business toward
higher growth channels and geographies has enabled ACCO to manage
average EBITDA in a tight range of $240 million in 2012-2016 and
Fitch expects EBITDA following recent acquisitions to remain in the
$300 million to $320 million range over the next 24-36 months,
absent further acquisitions.

DERIVATION SUMMARY

ACCO is the only pure-play, public office supply company in Fitch's
coverage universe. ACCO's IDR of 'BB' reflects the company's
consistent FCF and reasonable leverage around low 3x given ongoing
debt repayment post recent acquisitions. The ratings are
constrained by secular challenges in the office products industry
and channel shifts within the company's customer mix, as evidenced
by recent results, as well as the risk of further debt-financed
acquisitions. The company has taken steps over the last few years
to manage costs given pressures on U.S. organic growth and has
executed well on diversifying its customer base toward higher
growth channels and international markets. Fitch expects EBITDA of
$300 million-$320 million range and leverage in the 3x range over
the next 24-36 months, absent further debt-financed acquisitions.

Spectrum Brands, rated 'BB', is a comparably-rated consumer product
company. Spectrum's ratings reflect its diverse portfolio of strong
brands across home improvement, pet, home and garden, and small
appliances, which should provide low-single-digit revenue growth
over time. The rating considers Spectrum's mid-teens EBITDA margin,
consistent FCF generation and expectations that recent proceeds
from assets sales will be utilized for debt reduction, resulting in
gross leverage trending below 4.5x over time.

Newell's 'BBB-' ratings reflect its number one or two market share
across most of its product categories in its ongoing $9 billion
business with the ability to generate low-single-digit top-line
growth once it cycles through the recent weakness in the writing
and baby categories. Strong FCF combined with significant debt
reduction from asset sale proceeds should enable Newell to reduce
gross leverage below 3.5x by 2020 from 4.2x at the end of 2017. A
significant portion of the asset sale proceeds have also been
targeted for share buybacks. Newell's Negative Outlook reflects
recent operational challenges and integration issues, risks
associated with the accelerated business divestitures and
activist-led board changes. These challenges could preclude the
company from reversing sales and EBITDA declines in its ongoing
businesses and delivering gross leverage
below 3.5x by 2020.

KEY ASSUMPTIONS

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

  - Annual organic revenue growth is forecasted to decline 2.2% in
2018 and in the low-single-digit range through 2021, with the
exception of 1% growth in 2019, primarily reflecting two price
increases in the North American market, a 3% increase on Oct. 1,
2018 and a larger undisclosed price increase in early 2019.
Inventory destocking that adversely affected ACCO's revenue in
North America and Australia in 2018 should be less of an issue in
2019, resulting in closer alignment of sell though to the consumer
and sell in to the channel. Continued revenue synergies in Europe
relating to the Esselte acquisition will also provide a modest
uplift to growth in 2019, partially offset by adverse currency
fluctuations.

  - Total revenue growth in 2018-2019 will benefit from a one
percentage point increase attributable to ACCO's acquisition of
GOBA, a school and craft products distributor in Mexico, on July 2,
2018, which doubled ACCO's footprint in Mexico.

  - ACCO's EBITDA is expected decline 7.3% in 2018, primarily due
to market challenges in North America. EBITDA is projected to grow
6% in 2019, reflecting the implementation of cost reduction
initiatives and the aforementioned price increases in North
America, offsetting the effects of tariff-related inflation on
steel and aluminium and inflation of paper and transportation
costs. EBITDA is projected to remain in the $300 million to $320
million range over the next 24-36 months, absent further
acquisitions.

  - Pre-dividend FCF is projected to be approximately $140 million
in 2018 and approximately $150 million-$165 million through 2021.
ACCO's initiation of a dividend in 2018 will reduce FCF by
approximately $25 million through the forecast period.

  - Gross leverage is projected to increase to 3.2x at year-end
2018 compared with 2.9x at year-end 2018, but is projected to
decline to the high 2x range by 2021 due to mandatory debt
amortization and modest growth in EBITDA. ACCO remains publicly
committed to maintaining a net debt to EBITDA ratio of 2.0x - 2.5x,
though acquisitions may temporarily increase this metric above the
target range.

  - Fitch anticipates any excess cash will be utilized for share
repurchases and/ or incremental debt repayment beyond mandatory
debt amortization requirements.

RATING SENSITIVITIES

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

  - An upgrade beyond 'BB' is possible if the company makes
favorable acquisitions that change its business mix or model to one
with less cyclical or higher growth prospects while maintaining
leverage below 3x. However, an upgrade is not anticipated in the
near term given existing business model issues.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - An inability of the company to cut costs to offset the effect
of declining sales, sustaining gross leverage at or above 4x,
generating annual FCF of less than $100 million, or a large
debt-financed acquisition without a concrete plan to reduce
leverage to 4x in a 24-month time frame could lead to a negative
rating action.

LIQUIDITY

Adequate Liquidity: Liquidity is ample, and is supported by the
company's consistent FCF generation, though seasonally skewed to
the second half of the year. As of Sept. 30, 2018, ACCO had $95
million of cash on hand and $216.7 million of revolver
availability, net of $10.5 million outstanding letters of credit
and $272.8 million of revolver borrowings. On July 26, 2018, ACCO
entered into a first amendment to its credit agreement, which
increased revolver commitments by $100 million to $500 million to
allow greater availability for acquisitions, stock repurchases and
redemption of higher yielding unsecured debt. The $500 million
revolver matures in January of 2022.

ACCO had approximately $1 billion of debt outstanding as of Sept.
30, 2018, consisting of a $318.6 million Euro Senior Secured Term
Loan A, $52.6 million Australian Dollar Senior Secured Term Loan A
and $272.8 million of revolver borrowings, all of which are due in
January of 2022, and $375 million of unsecured notes due in
December of 2024.

Debt maturities are manageable at less than $50 million of annual
amortization for the next three years. Fitch expects FCF in 2018 to
be within the range of management's public guidance of $150
million. ACCO has historically applied a meaningful portion of FCF
toward debt reduction, which Fitch expects will continue.

The company initiated its first quarterly dividend of $0.06 per
share in 1Q18, which equates to approximately $25 million annually
or 18% of projected pre-dividend FCF in 2018.

Recovery Considerations

Fitch has assigned Recovery Ratings to the various debt tranches in
accordance with Fitch criteria, which allows for the assignment of
RRs for issuers with IDRs in the 'BB' category. Given the distance
to default, RRs in the 'BB' category are not computed by bespoke
analysis. Instead, they serve as a label to reflect an estimate of
the risk of these instruments relative to other instruments in the
entity's capital structure. Fitch rates ACCO's first-lien secured
debt one notch above the IDR, reflecting outstanding recovery
prospects (91%-100%) given default (RR1). Unsecured debt will
typically achieve average recovery, and thus was assigned an 'RR4',
or 31%-50% recovery.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

ACCO Brands Corporation:

  -- Long-Term Issuer Default Rating (IDR) at 'BB';

  -- $500 million senior secured revolving credit facility at
'BB+'/'RR1';

  -- Senior secured term loan due January 2022 at 'BB+'/'RR1';

  -- Senior unsecured notes due December 2024 at 'BB'/'RR4'.

ACCO Brands Australia Holding Pty. (as co-borrowers for revolving
credit facility and term loan):

  -- $500 million senior secured revolving credit facility at
'BB+'/'RR1';

  -- Senior secured term loan due January 2022 at 'BB+'/'RR1'.

The Rating Outlook is Stable.


AIAD SAMUEL: Court Grants US Bid to Adopt Garnishment Order
-----------------------------------------------------------
On Dec. 3, 2018, the United States filed a Notification of
Resolution of Defendant's Bankruptcy Case and Request for Findings
and Recommendations for the Three Garnishment Cases. On Dec. 19,
2018, the United States also submitted proposed findings and
recommendations for the court's consideration. After considering
the United States' request and the record in the action captioned
UNITED STATES OF AMERICA, Plaintiff, v. HODA SAMUEL, Defendant,
Nos. 2:15-mc-16-JAM-KJN, 2:15-mc-17-JAM-KJN, 2:15-mc-99-JAM-KJN
(E.D. Cal.), Magistrate Judge Kendall J. Newman recommends that the
requested relief be granted.

The United States requests issuance of findings and recommendations
to the assigned district judge that the undersigned's Feb. 17, 2016
garnishment order be adopted as a final order of the court.

The United States filed the garnishment cases pursuant to the
Federal Debt Collection Procedures Act, 28 U.S.C. §§ 3001, et
seq. (the FDCPA). The FDCPA authorizes the court to award the
United States a litigation surcharge in connection with the
recovery of a debt. 28 U.S.C. § 3011(a). Defendant's criminal
monetary penalties (the assessment, fine and restitution) all
constitute "debt" as defined in 28 U.S.C. section 3002(3)(B). The
debt recovery action must be one that arises under the FDCPA's
subchapter B (pre-judgment remedies) or C (post-judgment remedies).
The government's garnishment actions here are qualifying
post-judgment remedies under 28 U.S.C. section 3205. The
recoverable surcharge amount is 10% of the debt sought to be
collected unless, not applicable here, the United States receives
attorney's fees or the law "pursuant to which the action on the
claim is based" provides otherwise.

In this case, each of the United States' three writs of garnishment
sought recovery of the 10% litigation surcharge. However, the
United States notes that it did not initially pursue the surcharge
in its applications for final garnishment orders for several
reasons. First, the judgment balance at the time was over
$3,000,000 and the assets subject to garnishment were undervalued
to realize the surcharge at the time of liquidation. Second, the
United States knew additional enforcement was necessary before it
could consider payment of a surcharge. Finally, the garnishment of
the corporate bank accounts in Case No. 2:15-mc-00016 was continued
and later stayed when the Samuels filed for bankruptcy protection,
leaving open a surcharge award in that case. A surcharge award is
proper now given that the criminal judgment is fully paid, funds
are available to pay the surcharge, and the confirmed Chapter 11
plan in defendant's bankruptcy case approved a $284,813.77
surcharge payment to the United States.

Therefore, the court recommends that a $284,813.77 litigation
surcharge payment to the United States be approved; more
specifically, that the United States be permitted to retain the
$150,000 payment it received in the bankruptcy case and receive an
additional $134,813.77 from funds the Plan Administrator reserved
to resolve the United States' proof of claim.

The United States thus requests an order allowing the Clerk of
Court to pay the $137,347.61 Restitution Surplus to Scott M.
Sackett, Plan Administrator. The United States further requests an
order authorizing the Clerk of Court to disburse monies already in
the Clerk's possession to the restitution victims and Crime Victims
Fund, as appropriate. Regarding the $3,126.84 judgment surplus
residue remaining after the Clerk of Court pays the $137,347.61
Restitution Surplus to the Plan Administrator, the United States
indicates that it has no objection to the Clerk disbursing that sum
in accordance with applicable law, regulations, or procedures.
Finding the United States' request to be reasonable and supported
by the record, the court issues findings and recommendations for
disposition of the judgment surplus consistent with that request.

Accordingly, the Court recommends that:

   1. The Feb. 17, 2016 garnishment order, including its findings,
reasoning, and conclusions, be adopted as a final order of the
court, except as to the portions of the order concerning the
corporate accounts at Tri Counties Bank, given that the United
States has voluntarily abated its garnishment of those accounts.

   2. The United States' request for a $284,813.77 litigation
surcharge be approved, and the Chapter 11 trustee/Plan
Administrator be directed to pay the United States Department of
Justice the surcharge amount as provided in the Stipulation filed
in Bankruptcy Case No. 16-21585-A-11 as Document No. 1187 and in
this Miscellaneous Case No. 15-mc-16-JAM-KJN as ECF No. 46-1, with
payment due within 30 days following the filing of any order
adopting these findings and recommendations, if they are adopted.

   3. The Clerk of Court be directed to pay to Scott M. Sackett,
Plan Administrator, the $137,347.61 Restitution Surplus as defined
in, and provided by, the Stipulation within 30 days following the
filing of any order adopting the findings and recommendations, if
they are adopted.

A copy of the Court's Recommendation dated Dec. 28, 2018 is
available at https://bit.ly/2W8QhtH from Leagle.com.

United States of America, Plaintiff, represented by Kurt Alexander
Didier , U.S. Attorney's Office.

Hoda Samuel, Defendant, pro se.

Aiad Samuel, Movant, pro se.

                    About the Samuels

Aiad Samuel and Hoda Samuel filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.
16-21585) on March 15, 2016.

The Debtors' principal business enterprise is real estate
management and leasing.

On May 10, 2016, the Court approved the appointment of Scott M.
Sackett as the Chapter 11 Trustee for the Debtors' Estate.  The
Chapter 11 Trustee is represented by Donald W. Fitzgerald, Esq.,
and Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, in Sacramento, California.


ALBERTSONS COMPANIES: Moody's Rates $500MM Sr. Unsec. Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Albertsons
Companies, Inc. proposed new $500 million senior unsecured notes.
All other ratings are unchanged. The rating outlook remains
negative. Proceeds of the new notes will be used to repay the
outstanding Safeway notes due 2019 and for general corporate
purposes.

"While the company's latest quarter results show topline momentum
and improved profitability, pro forma leverage for the current
fiscal year will remain high at around 6.3 times despite meaningful
debt reduction," said Moody's Vice President - Senior Credit
Officer Mickey Chadha. "The highly competitive and promotional
pricing environment in the food retailing industry makes a
sustained material improvement in topline and metrics difficult and
uncertain, thus while we expect improvement in credit metrics,
leverage will remain above 6.0 times over the near term," Chadha
further stated.

Assignments:

Issuer: Albertsons Companies, Inc.

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

RATINGS RATIONALE

The B1 Corporate Family Rating of Albertsons Companies, Inc.
reflects the company's very good liquidity, its sizable scale, good
store base, its well established regional brands and its
significant store ownership. The ratings are constrained by
Albertsons' participation in a highly competitive retail segment
and high debt burden associated with its ownership by a financial
sponsor. Leverage on a debt to EBITDA basis (including its
adjustments for leases and pension liabilities) remains high at
around 6.3 times pro forma for the recent debt reduction. Moody's
expects modest inflation and cost efficiencies to boost top line
growth and profitability in the next 12 months. However, its near
term expectations include continued momentum in same store sales
and debt reduction using free cash flow and proceeds from asset
sales. Although Moody's expects some improvement in credit metrics,
leverage will likely remain above 6.0 times for the current fiscal
year ending in February 2019. Competitive risks, coupled with a
high debt burden and risk associated with ownership by a financial
sponsor, remain major risks for the company and may impact the
company's ability to improve credit metrics in the near-term.

The company's negative rating outlook reflects the uncertainty in
the company's ability improve operating performance and credit
metrics on a sustained basis in light of the highly price
competitive business environment. The outlook could be stabilized
if recent positive momentum in operating performance is sustained
such that EBITDA, free cash flow and top line growth coupled with
debt reduction result in a sustained improvement in leverage and
interest coverage.

Ratings could be upgraded if debt/EBITDA approaches 5.0 times,
EBITA/interest is sustained above 1.75 times, financial policies
remain benign and liquidity remains very good.

Ratings could be downgraded if recent positive momentum in
operating performance is not sustained, debt/EBITDA is sustained
above 6.25 times or EBITA/interest is sustained below 1.5 times.
Ratings could also be downgraded Moody's sees no clear path towards
significant deleveraging, if the same store sales decline, margins
deteriorate significantly, free cash flow and liquidity
deteriorates, or financial policies become aggressive.

With over $60 billion in annual sales Albertsons Companies is one
of the largest food and drug retailers in the United States. As of
December 1, 2018, the Company operated 2,277 retail food and drug
stores with 1,743 pharmacies, 395 associated fuel centers, 23
dedicated distribution centers, five Plated fulfillment centers and
20 manufacturing facilities. The Company's stores predominantly
operate under the banners Albertsons, Safeway, Vons, Pavilions,
Randalls, Tom Thumb, Carrs, Sav-On, Jewel-Osco, Acme, Shaw's, Star
Market, United Supermarkets, Market Street, Amigos, Haggen and
United Express.



ALBERTSONS COS: S&P Rates New $500MM Unsec. Notes Due 2026 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to Albertsons Cos. Inc.'s proposed $500 million
senior unsecured notes due 2026. The '2' recovery rating indicates
S&P's expectation for substantial recovery to lenders (70%-90%;
rounded estimate: 85%).

S&P said, "At the same time, we lowered our issue-level rating on
New Albertsons L.P.'s notes to 'CCC+' from 'B-' and revised the
recovery rating to '6' from '5'. The '6' recovery rating indicates
our expectation for negligible (0%-10%; rounded estimate: 5%)
recovery. We also raised our issue-level rating on Safeway Inc.'s
notes to 'B+' from 'B' given we revised our recovery rating to '2'
from '3'. The '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 85%) recovery."

Albertsons will use the proceeds from the new 2026 notes to repay
about $270 million of Safeway notes due in 2019 and add cash to its
balance sheet. We revised our recovery rating on Safeway's notes to
reflect that the reduction in its outstanding notes will improve
the recovery prospects for its remaining $683 million of notes. We
lowered our issue-level rating and revised our recovery rating on
the New Albertsons notes to reflect that the noteholders will have
to share the value of New Albertsons with the holders of the
additional $500 million of Albertsons Cos. notes, which will result
in lower recovery prospects for the New Albertsons noteholders.

The company's earnings for the third quarter ended Dec. 1, 2018,
came in ahead of our expectations, with an increase of 1.9% in
identical sales and an over 50% increase in company-calculated
adjusted EBITDA. The gains stemmed from multiple items, including
the company's lower advertising costs and improved private label
penetration, which we expect will continue in the coming year. We
note that Albertsons also paid down about $1 billion of its term
loan facility and $334 million in Safeway notes during the quarter
and following the quarter end completed a sale leaseback for five
of its distribution centers for an aggregate purchase price, net of
closing costs, of approximately $660 million.

Albertsons' issuer credit rating remains 'B' because we expect the
company's leverage to stay in the high 6x area during the coming
year. We anticipate that Albertsons' operating performance will
continue to stabilize in fiscal year 2019, with low-single digit
percent growth in ID sales and flat EBITDA margins, and believe
that the company may undertake aggressive acquisition activity
given the challenges of the evolving U.S. grocery landscape.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- S&P revised its recovery rating on Safeway's notes to reflect
that the approximately $600 million reduction in its outstanding
notes will improve the recovery prospects for its remaining $683
million of notes. S&P lowered its issue-level rating and revised
its recovery rating on the New Albertsons notes to reflect that the
noteholders will have to share the value of New Albertsons with the
holders of the additional $500 million of Albertsons Cos. notes,
which will result in lower recovery prospects for the New
Albertsons noteholders. S&P notes  that the Safeway and New
Albertsons notes do not benefit from the subsidiary and parent
guarantees that the Albertsons Cos. Inc. notes have.

-- S&P's simulated default scenario contemplates that the company
will experience cash flow problems as its revenue and profitability
decline significantly due to an economic downturn and elevated
competition from new competitors entering its markets.

-- S&P estimates a gross recovery value of $11.8 billion,
including its $4.6 billion going-concern valuation of the company's
business operations and our $7.2 billion valuation of its real
estate. Our going-concern valuation assumes an emergence EBITDA of
$923 million (net of $610 million in assumed additional rent
expense if the company did a sale leaseback on its owned real
estate). For the owned real estate properties, S&P based its
valuation on $610 million of estimated rent income (assuming triple
net lease contracts) and applied an 8.05% capitalization rate.

Simulated default assumptions:

-- Simulated year of default: 2022

Going concern valuation:

-- EBITDA at emergence: $923 million
-- EBITDA multiple: 5.0x

Real estate valuation:
-- Implied rent income: $610 million
-- Capitalization rate: 8.05%

Simplified waterfall:

-- Net enterprise value (after administrative costs): About $11.2
billion

-- Net available to first-lien debt (after asset-backed lending
[ABL] debt is repaid): $9.3 billion

-- Secured first-lien debt: $4.7 billion

    --Recovery expectations: 90%-100% (rounded estimate: 95%)

-- Net residual value available to ACI unsecured notes: $4.6
billion

-- Aggregate ACI unsecured senior note debt: $3.1 billion

-- Other unsecured obligations: $483 million

    --Recovery expectations (capped at '2'): 70%-90% (rounded
estimate: 85%)

-- Net residual value available to Safeway unsecured senior notes:
$665 million

-- Aggregate Safeway note debt: $704 million

    --Recovery expectations (capped at '2'): 70%-90% (rounded
estimate: 85%)

-- Net residual value available to New Albertsons notes: $148
million

-- Aggregate New Albertsons note debt: $1.6 billion

    --Recovery expectations: 0%-10% (rounded estimate: 5%)

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

  RATINGS LIST

  Albertsons Cos. Inc.
   Issuer Credit Rating           B/Stable/--

  New Rating

  Albertsons Cos. Inc.
  Albertson's LLC
  New Albertsons L.P.
  Safeway Inc.
   Senior Unsecured
    $500 mil notes due 2026       B+
     Recovery Rating              2(85%)

  Issue-Level Rating Lowered; Recovery Rating Revised
                                  To                 From
  New Albertsons L.P.
   Senior Unsecured               CCC+               B-
    Recovery Rating               6(5%)              5(15%)

  Issue-Level Rating Raised; Recovery Rating Revised
                                  To                 From
  Safeway Inc.
   Senior Unsecured               B+                 B
    Recovery Rating               2(85%)             3(65%)


ALCAP PROPERTIES: Seeks to Hire Grafstein & Arcaro as Counsel
-------------------------------------------------------------
Alcap Properties, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire Grafstein & Arcaro
LLC as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in its financial transactions;
give advice regarding all aspects of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.

The firm will charge these hourly fees:

     Joel Grafstein      Partner       $300
     Gregory Arcaro      Partner       $300
     Lynne Morgan        Paralegal     $100
     Sarah Pierce        Paralegal     $100

Gregory Arcaro, Esq., a partner at Grafstein & Arcaro, disclosed in
a court filing that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

Grafstein & Arcaro can be reached through:

     Gregory F. Arcaro, Esq.
     Grafstein & Arcaro LLC  
     114 West Main Street, Suite 105
     New Britain, CT 06051
     Tel: 860-674-8003
     Fax: 860-676-9168  
     E-mail: garcaro@grafsteinlaw.com

                     About Alcap Properties

Alcap Properties, LLC, is a single asset real estate company (as
defined in 11 U.S.C. Section 101(51B)).  Its principal assets are
located at 1 - 5 Alcap Ridge Cromwell, Connecticut.  

Alcap Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Conn. Case No. 19-30016) on Jan. 7,
2019.  It previously sought bankruptcy protection (Bankr. D. Conn.
Case No. 14-31687) on Sept. 8, 2014.

At the time of the filing, the Debtor disclosed $275,000 in assets
and $1,337,301 in liabilities.  

The case is assigned to Judge Ann M. Nevins.

Grafstein & Arcaro LLC is the Debtor's counsel.


ALL AMERICAN OIL: Committee Taps Dundon as Financial Adviser
------------------------------------------------------------
The official committee of unsecured creditors of All American Oil &
Gas Incorporated and its debtor-affiliates seeks authority from the
U.S. Bankruptcy Court for the Western District of Texas to retain
Dundon Advisers LLC as its financial advisor effective as of
December 28, 2018.

The committee requires Dundon Advisers to:

     a. analyze and monitor the restructuring process;

     b. identify and remedy any defects or insufficiencies in the
Debtors' budgets and cash collateral protections;

     c. determine if the retention terms for financial
professionals of the Debtors and of other parties are fair and
reasonable;

     d. review the Debtors' financial reports and other documents
to understand their businesses and the value of their assets;

     e. carry out all appropriate actions related to asset sales
and obtaining third-party debtor-in-possession or exit financing or
investments;

     f. understand the terms, amounts outstanding, collateral, and
all alleged controversies regarding the acquisition and holding of
the purported first lien debt;

     g. analyze, make any recommendations to unsecured creditors,
and conduct litigation or take any other action regarding the
treatment of unsecured creditors under any proposed bankruptcy plan
or any prior transaction, which would tend to be dispositive
economically or legally of unsecured recoveries, and, if
exclusivity is determined, develop a treatment plan for creditors
and interest holders under any committee-sponsored bankruptcy
plan;

     h. review the financial and business provisions of any draft
or proposed disclosure statement;

     i. pursue and settle estate causes of action, conduct any
litigation of causes of action which may be transferred to the
committee for prosecution, and monitor the prosecution by the
Debtors or others of any causes of action;

     j. assess the claims pool and determine the committee's
position regarding the disposition of any contingent, unliquidated
or disputed claim;

     k. identify, preserve, value and monetize tax assets of the
Debtors;

     l. to the extent any recovery or possible recovery of
unsecured creditors is not fixed and funded as of the effective
date of a plan, assure that the trust, administrator, business
entity or other person or body with authority or responsibility
implicating the ultimate value and receipt of such recoveries is
properly formed, budgeted and staffed;

     m. conduct negotiations with the Debtors and third parties;

     n. attend meetings and discussions and provide testimony or
affidavits when appropriate.  

Dundon Advisers will charge these hourly fees:

     Matt Dundon         $630
     Peter Hurwitz       $600
     Jonathan Feldman    $600
     John Roussey        $550
     Demetri Xistris     $500
     Phillip Preis       $500
     Joseph Farricielli  $500
     Harry Tucker        $450

Matthew Dundon, principal of Dundon Advisers, attests that the firm
and its staff are "disinterested persons" within the meaning of
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Matthew Dundon
     Dundon Advisers LLC
     440 Mamaroneck Avenue, Suite 507
     Harrison NY 10582,
     Phone: (917) 838-1930
     Fax: (212) 202-4437
     Email: md@dundon.com

                About All American Oil & Gas Inc.

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

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

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

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

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


ALLIANT HOLDINGS: S&P Affirms 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
ratings on Alliant Holdings L.P. and Alliant Holdings Intermediate
LLC, as well as its 'B' senior secured debt rating with a '3' (55%)
recovery and 'CCC+' senior unsecured debt rating with a '6' (0%)
recovery rating on the firm's debt. The outlook is stable.

The rating affirmation follows Alliant's announcement that it is
issuing incremental preferred and common equity as part of an
equity recapitalization transaction with new equity investors. As
part of the transaction, new common equity investor PSP (a Canadian
pension fund) and existing sponsor Stone Point are making a common
equity investment into Alliant, while a consortium of investors
(with limited ownership overlap with the common equity) will be
making a preferred-equity investment into the company.
Concurrently, existing equity holders--consisting of management and
employees, Stone Point, and co-investors--are rolling over a
significant portion their equity in the business (with a cash
distribution for the portion that does not roll over). Post
transaction, funds managed by Stone Point will remain Alliant's
largest institutional shareholders, while the company's management
and producers will continue to own the majority of the firm.  

S&P said, "In our leverage calculations, we include the new
preferred instrument as debt based on our review of the terms and
conditions of the instrument per our criteria for treatment of
non-common equity. We recognize the benefits of the instrument over
traditional debt, including the perpetual maturity and the lack of
cash pay requirements (the instrument is optional PIK at 11% or
cash pay at 10.25%). However, the lack of permanence given the
optional redemption feature(after two years), and the minimal
overlap of the holders of the preferred with the common (creating
unaligned incentives between the common and preferred holders)
support our debt treatment. Given our debt treatment for the
preferred instrument and modest incremental revolver borrowings to
support the transaction, financial leverage will rise to about 7.2x
as of the 12 months ended Sept. 30, 2018, pro forma for the
transaction, from 6.3x. Though increased modestly, Alliant's
leverage remains well within our expectations for the rating."

Consistent with its favorable performance track record, Alliant
performed well in 2018. Total revenue was up 18% in the first nine
months of 2018, 10% of which was organic. Robust organic growth was
fostered by strong retention and new business trends in its
specialty niches and continued lateral hire success. S&P's adjusted
margins remained favorable and steady at 34% as of the 12 months
ended Sept. 30, 2018. Acquisition activity was also robust and
included two platform acquisitions (national specialty insurance
broker Crystal & Co., and insurance consultant and due diligence
advisor Harbor Group Consulting) and five tuck-in transactions
throughout 2018.

S&P said, "The stable outlook on Alliant Holdings L.P. reflects our
expectation that the company's expertise in its niche specialty
markets will enable it to maintain growing earnings and cash flows,
with organic revenue growth in the mid- to upper-single digits and
EBITDA margins of 33%-35% in 2019. We expect the company's
financial profile to remain highly levered, with a debt-to-EBITDA
ratio of 6x-7x by year-end 2019. Over the next year, we expect a
funds from operations (FFO)-to-debt ratio of 8%-13% and EBITDA
coverage comfortably above 2x.

"We could lower our ratings in the next 12 months if Alliant's
earnings deteriorate or if management takes a more-aggressive
approach to financial policy through additional debt financing for
acquisitions or reinvestment above a level appropriate for the
rating, including a debt-to-EBITDA ratio of more than 8.5x and
coverage below 2x. We would also consider a downgrade if Alliant's
business profile weakens through unsuccessful sales strategies,
producer defection, or poorly performing acquisitions as shown by
negative organic growth and declining margins.

"Although unlikely in the next 12 months given its high leverage
levels, we may raise our ratings if Alliant's financial policies
become less aggressive--for example, if leverage falls to less than
6x and coverage above 3x on a sustained basis through earnings
growth and pay-down of debt, accompanied by profitable growth and
diversification."


ALLURE NAIL: Feb. 27 Plan and Disclosure Statement Hearing
----------------------------------------------------------
Bankruptcy Judge Brian T. Fenimore conditionally approved Allure
Nail Supply, LLC's disclosure statement in support of its chapter
11 plan dated Jan. 8, 2019.

Feb. 27, 2019 at 10:00 am is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.

Feb. 12, 2019 is the deadline for filing with the Court objections
to the disclosure statement or plan confirmation; and submitting
ballots accepting or rejecting the plan.

              About Allure Nail Supply LLC

Based in North Kansas City, Missouri, Allure Nail Supply, LLC, is a
privately-held company in the nail arts products distribution
business.  It offers CND, EZ Flow, Entity Beauty, Tammy Taylor
Nails, Cuccio, China Glaze, IBD, Color Club, LeChat, and much more.
It is a small business debtor as defined in 11 U.S.C. Section
101(51D) with gross revenue from sales amounting to $3.29 million
in 2016 and $5.36 million in 2015.

Allure Nail sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 17-43260) on December 1, 2017.
Cuong D. Nguyen, managing member, signed the petition.

At the time of the filing, the Debtor disclosed $434,240 in assets
and $1.71 million in liabilities.

Judge Brian T. Fenimore presides over the case.  Krigel & Krigel,
P.C. is the Debtor's bankruptcy counsel.


AMERICAN STEEL: Summit Bank Wants Plan Outline Rejected
-------------------------------------------------------
Creditor Summit Bank, N.A. filed an objection to American Steel
Processing Company's disclosure statement describing its chapter 11
plan of reorganization.

The Debtor has proposed, by way of the Disclosure Statement, to
assume a lease with R.F.T.  The Debtor's relationship and its lease
with R.F.T is described as, "American Steel leases trucks and
trailers to R.F.T. and they are used only on the job site in Tampa.
The use of the trucks and trailers leased by R.F.T. is offset by
the services it provides to American Steel for hauling. The R.F.T.
lease purchase agreement is modified as set forth in Class 28 in
the Plan." Neither the Disclosure Statement nor the Debtor's Plan
of Reorganization include or describe the treatment of Class 28.

Summit Bank asserts that the Disclosure Statement does not describe
the trucks and trailers the Debtor leases to R.F.T.; it does not
describe the lease purchase agreement; and it does not describe the
"offset" for hauling services.

The Disclosure Statement fails to provide information about the
Debtor's relationship, lease and/or agreement with R.F.T. that
would enable a hypothetical reasonable investor to make an informed
decision about the Debtor's Plan of Reorganization. Therefore, the
Disclosure Statement fails to comply with 11 U.S.C. section  1125.

The information that has been provided is not adequate. The
treatment of Summit Bank's claim and other creditors' claims under
the Plan cannot be sufficiently determined. The Disclosure
Statement as filed, therefore, should not be approved.

A copy of Summit Bank's Objection is available at
https://is.gd/ifjIfJ from Pacermonitor.com at no charge.

The Troubled Company Reporter previously reported that the Debtor
proposes to pay allowed unsecured creditors in Class 29 on a pro
rata basis over 36 months from net disposable income which will not
be less than $36,000 to be paid over 36 months. The debt remaining
unpaid, if any, at the end of 36 months will be discharged. The
Debtor may choose to prepay all or a portion of the allowed
unsecured claims from funds available to the Debtor the Debtor in
Possession account without prepayment  penalty.

The Debtor intends to continue to operate to generate the funds
necessary to fund the Plan.

A copy of the Disclosure Statement is available for free at:

      http://bankrupt.com/misc/flnb18-50060-338.pdf  

Attorneys for Summit Bank:

     Sarah S. Walton
     Bar Number 0049954
     Philip A. Bates Bar
     Number 228354
     PHILIP A. BATES, P.A
     P.O. Box 1390
     Pensacola, FL 32591-1390
     Telephone: (850) 470-0091
     Facsimile: (850) 470-0441
     pbates@philipbates.net
     swalton@philipbates.net

              American Steel Processing Company

American Steel Processing Company is a steel fabricator in Panama
City, Florida, founded in July 1998. American Steel Processing
filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-50060) on
Feb. 26, 2018. In the petition signed by Thomas J. Fanell,
president and CEO, the Debtor estimated assets and liabilities at
$1 million to $10 million. The case is assigned to Judge Karen K.
Specie.  The Charles Wynn Law Offices, P.A., is the Debtor's
counsel.

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


ANADARKO PETROLEUM: Moody's Changes Outlook to Positive
-------------------------------------------------------
Moody's Investors Service changed the rating outlook for Anadarko
Petroleum Corporation to positive from stable. Moody's also
affirmed the ratings for Anadarko and its guaranteed subsidiaries,
including Anadarko's Ba1 Corporate Family Rating, Ba1 senior
unsecured ratings and SGL-2 Speculative Grade Liquidity Rating.

Concurrently, Moody's changed the rating outlook for Western Gas
Partners, LP to positive from stable. Moody's affirmed WES's
ratings, including its Ba1 CFR, Ba1 senior unsecured ratings and
SGL-3 Speculative Grade Liquidity Rating.

"The positive outlook reflects our expectations of significant
growth in Anadarko's reserves and production in 2019 and 2020,
further lowering its cost structure and increasing its investment
returns," commented Pete Speer, Moody's Senior Vice President.
"Despite continued increases in consolidated debt and share
repurchases, the rise in cash flow from production and third party
midstream customers could drive sufficient improvement in financial
leverage metrics to consider an upgrade to Baa3."

RATINGS RATIONALE

Anadarko has streamlined its asset portfolio in recent years
through multiple assets sales and a strategic acquisition resulting
in it focusing on its large acreage positions in the Delaware
Basin, DJ Basin and US Gulf of Mexico. This US focus is
complemented by cash flow generating assets in Algeria and offshore
Ghana. This property base, combined with Anadarko's strong
operating capability, provides the company with significant and
predictable oil weighted production growth at competitive returns
on investment.

Moody's forecasts production to rise steadily towards 775,000
barrels-of-oil-equivalent per day in 2020, substantially replacing
the production from past asset sales. More beneficially, the
production stream is now about 75% liquids (58% oil), a huge
transformation from 2013 when natural gas was 58% of production.
The rising oil weighted production and ongoing reduction in
operating costs and finding and development costs is resulting in
higher margins and cash flows. At its base assumption of $60 per
barrel WTI crude oil, Moody's forecasts Anadarko's consolidated
RCF/Debt to modestly exceed 30% in 2019 and 2020 with a leveraged
full-cycle ratio (LFCR) at or above 2x.

This positive momentum in the credit profile continues to be
tempered by Moody's view that the company follows more aggressive
financial policies relative to its peers regarding financial
leverage and share repurchases. The company's consolidated debt
will increase in 2019 and 2020 with the planned asset drop-down
transaction with WES, debt funded negative free cash flow at WES
and potentially some borrowings related to the Mozambique project.
This additional debt well exceeds the planned debt reduction at
Anadarko announced to date.

While WES burdens Anadarko's financial leverage metrics, its
ownership of WES adds strength to its overall credit profile. WES
allows Anadarko to control the development of strategic
infrastructure supporting its upstream growth objectives and
provides a separate financing vehicle for funding that investment
and readily saleable marketable securities for alternative
liquidity. WES also has substantial and rising third party cash
flow which supports an equivalent proportion of its debt.
Therefore, Anadarko can bear somewhat higher financial leverage
than its peers that don't own meaningful midstream assets.

The positive outlook incorporates the improving trajectory for
Anadarko's financial leverage metrics and that the company could
achieve free cash flow on a consolidated basis in 2020 as the
capital spending at WES begins to taper off. However, this outlook
is subject to actual oil prices and how the company adapts its
capital spending, share repurchase and debt reduction decisions to
its actual cash flows.

Anadarko's ratings could be upgraded if it achieves its forecasted
production and proved reserves growth at strong investment returns,
reduces Anadarko debt as planned, and adjusts its share repurchases
in line with actual results and cash flow. RCF/Debt sustained above
30% with an LFCR at or above 2x would be supportive of an upgrade.
The ability of the company to sustain adequate RCF/debt and LFCR
metrics in a $50 per barrel WTI price scenario will also be an
important consideration in upgrading the company, demonstrating its
resiliency to weaker oil prices.

While unlikely given the positive outlook, much weaker than
expected operating performance and greater negative free cash flow
and debt could result in a ratings downgrade. Debt funded
acquisitions or debt funded share repurchases could also pressure
the ratings. RCF/Debt below 15% could result in a ratings
downgrade.

The positive rating outlook for WES reflects both Anadarko's
positive outlook and the forecasted growth in EBITDA and
deleveraging following the planned simplification and asset
purchase transactions announced in November 2018. While the asset
drop down transaction will increase WES's Debt/EBITDA towards 5x,
Moody's expects this leverage metric to decline towards 4x by the
end of 2019 and fall below 4x in 2020, consistent with the
partnership's historic leverage levels.

WES's Ba1 CFR reflects its high proportion of fee-based revenues
that provide cash flow stability, good commodity and basin
diversification, and relatively low financial leverage. The
partnership's direct commodity price exposure is limited and
largely hedged through contracts with Anadarko, but it does have
exposure to fluctuations in production volumes, particularly in its
large gathering business. The partnership has solid growth
visibility from organic projects tied to its operations in the
Delaware and DJ Basins, and the planned acquisition of Anadarko's
remaining midstream assets in the first quarter of 2019. While many
of its credit attributes could support a Baa3 rating, WES's high
customer concentration risk with Anadarko combined with Anadarko's
controlling ownership effectively limits its rating to that of
Anadarko's.

If Anadarko is upgraded to Baa3 and WES's Debt/EBITDA is at or
under 4x, then WES could be upgraded to Baa3. Conversely, WES's
ratings would likely be downgraded if Anadarko's ratings were
downgraded. The partnership's ratings could also be downgraded if
leverage were to significantly increase because of debt-funded
acquisitions or significant earnings declines from lower customer
production volumes. Debt/EBITDA sustained above 5x or distribution
coverage below 1x could result in a ratings downgrade.

Both Anadarko and WES's capital structures are comprised primarily
of revolving credit facilities and senior notes that are all
unsecured and pari passu. As a result both companies' senior notes
are rated the same as their respective Ba1 CFRs under Moody's Loss
Given Default methodology.

Outlook Actions:

Issuer: Anadarko Petroleum Corporation

Outlook, Changed To Positive From Stable

Issuer: Anadarko Finance Company

Outlook, Changed To Positive From Stable

Issuer: Kerr-McGee Corporation

Outlook, Changed To Positive From Stable

Issuer: Union Pacific Resources Group Inc. (Anadarko Holding
Company)

Outlook, Changed To Positive From Stable

Issuer: Western Gas Partners, LP

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Anadarko Petroleum Corporation

Probability of Default Rating, Affirmed Ba1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba1

Senior Unsecured Commercial Paper, Affirmed NP

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Issuer: Anadarko Finance Company

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Issuer: Kerr-McGee Corporation

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Issuer: Union Pacific Resources Group Inc. (Anadarko Holding
Company)

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Issuer: Western Gas Partners, LP

Probability of Default Rating, Affirmed Ba1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed Ba1

Senior Unsecured Shelf, Affirmed (P)Ba1

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Anadarko Petroleum Corporation is headquartered in The Woodlands,
Texas and is among the largest independent exploration and
production companies. Western Gas is a publicly traded master
limited partnership that provides midstream energy services
primarily to Anadarko as well as other third party oil and gas
producers and customers. Anadarko controls WES through its
ownership of the general partner of Western Gas Equity Partners
(WGP, unrated), which owns the GP of WES and a meaningful amount of
WES's limited partner (LP) interests.


AQUEOUS LLC: Seeks to Hire RPD Analytics as Appraiser
-----------------------------------------------------
Aqueous LLC seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to hire an appraiser and valuation expert.

The Debtor proposes to employ RPD Analytics, LLC to prepare
appraisal reports for its real properties located in Henderson and
Las Vegas, Nevada.  RPD Analytics will charge a flat fee of $2,900
to prepare an appraisal report for the properties.  Meanwhile, the
firm will charge $450 per hour for testimony and $400 per hour for
consultation and other services.

Michael Brunson, a partner at RPD Analytics, attests that his firm
is a "disinterested person" as defined in section 101(14) of the
bankruptcy Code.

The firm can be reached through:

     Michael Brunson
     RPD Analytics
     9550 S. Eastern Avenue, Suite 253
     Las Vegas, NV 89123
     Phone: (702) 641-5657
     Email: mike@rpdExpert.com

                        About Aqueous LLC

Aqueous LLC is a real estate lessor based in Sheridan, Wyoming.

Aqueous LLC filed a voluntary petition under Chapter 11 of the US
Bankruptcy Code (Bankr. D. Nev. Case No. 19-10057) on Jan. 4, 2019.
In the petition signed by Wendy J. Merrill, managing member, the
Debtor estimates $576,609 in assets and $1,053,306 in liabilities.

The case is assigned to Judge August B. Landis.

Andersen Law Firm, Ltd., is the Debtor's counsel.


BERRY GLOBAL: S&P Raises ICR to 'BB+' on Improved Credit Metrics
----------------------------------------------------------------
S&P Global Ratings noted that Berry Global Group Inc.'s credit
metrics improved modestly over the past year, despite margin
pressure from volatile resin prices, wage inflation, and rising
transportation costs. Over the next 12 months, S&P expects that
modest organic growth combined with moderating resin price
volatility will support free cash flow growth, continued debt
reduction, and better credit metrics.

Therefore, S&P  raised its issuer rating on Berry to 'BB+' from
'BB' and its issue-level rating on the company's second-lien
secured notes to 'BB+' from 'BB-'.

S&P said, "The upgrade reflects Berry Global Group Inc.'s better
credit metrics despite recent operating headwinds, and our
expectation that sustained free cash flow growth will support
continued debt reduction and improve credit metrics over the next
12 months.

"The stable outlook reflects our expectations that stabilizing
resin prices and modest organic sales growth will support moderate
free cash flow growth, which in turn should improve the company's
credit metrics. We expect ongoing debt reduction and EBITDA growth
will enable Berry to improve leverage to below 4x, which is
consistent with the current rating.

"Although unlikely, we could lower our rating on Berry if greater
resin volatility and a severe economic downturn led to weaker sales
volumes and compressed profit margins, causing its adjusted debt to
EBITDA to remain well above 4x with no foreseeable improvement. We
estimate that this could occur if Berry's operating margins
contract by 300 bps, excluding raw materials volatility, from our
base-case scenario.

"We could raise our rating on Berry if continued free cash flow
growth and debt reduction causes adjusted debt to EBITDA to improve
closer to 3x. We estimate that this could occur if Berry's
operating margins rise by 200 bps, excluding raw materials
volatility, from our base-case scenario. We could also raise our
rating if Berry continues to pursue opportunities that improve its
overall production scale, product and end market diversity, and
operating leverage such that we would consider revising our
fundamental assessment or business risk profile for Berry.  

"In addition to any near-term credit metrics improvement or a
positive fundamental reassessment, we would require Berry to
explicitly commit to financial policies that support an
investment-grade rating. This includes a commitment to maintain
leverage at the aforementioned levels through different economic
cycles and including potential sizeable acquisitions or shareholder
rewards."   


C&N DEVELOPMENT: Taps Wolfe Snowden as Legal Counsel
----------------------------------------------------
C&N Development, LLC, received approval from the U.S. Bankruptcy
Court for the District of Nebraska to hire Wolfe, Snowden, Hurd,
Ahl, Sitzmann, Tannehill & Hahn, LLP, as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine claims; prosecute and defend all suits
involving its bankruptcy estate; and provide other legal services
related to its Chapter 11 case.

Wolfe does not hold any interest adverse to the Debtor and its
bankruptcy estate, according to court filings.

The firm can be reached through:

     Justin C. Valencia, Esq.
     Wolfe, Snowden, Hurd, Luers & Ahl, LLP
     Wells Fargo Center 1248 "O" St., Suite 800
     Lincoln, NE 68508-1424
     Phone: 402-474-1507
     E-mail: bankruptcy@wolfesnowden.com

                    About C&N Development

C&N Development, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 18-41977) on Dec. 5, 2018.
At the time of the filing, the Debtor estimated assets of less
than $50,000 and liabilities of less than $500,000.  The case is
assigned to Judge Thomas L. Saladino.  Wolfe, Snowden, Hurd, Luers
& Ahl, LLP, is the Debtor's counsel.



CALCEUS ACQUISITION: S&P Affirms 'B' ICR & Rates $290MM Loan 'B'
----------------------------------------------------------------
Calceus Acquisition Inc. (Cole Haan) is refinancing its existing
term loan with a proposed $290 million term loan B in a
leverage-neutral transaction, while pushing out the maturity to
2025 from 2020. The company is also seeking to extend the maturity
of its existing asset-based-lending facility (ABL) (unrated) to
July 2024 from July 2023.

S&P Global Ratings affirmed its 'B' issuer credit rating on Cole
Haan.

S&P also assigned its 'B' issue-level rating and '4' recovery
rating to the proposed term loan. S&P's '4' recovery rating
reflects its expectation for average (30%-50%; rounded estimate:
40%) recovery for lenders in the event of a default.

S&P said, "The ratings affirmation reflects our expectation that
Cole Haan's operating performance will continue to improve with
leverage decreasing to the low-4x area by the end of its fiscal
2019 and slightly below 4x in the following year mainly because of
profitability improvement. In addition, the proposed refinancing
transaction, which is relatively leverage neutral, eliminates
refinancing risk related to the upcoming maturity of its existing
term loan, due in early 2020.

"The stable outlook reflects our expectation the company will
sustain its operational gains as it benefits from product
innovation and lower promotional activities and debt leverage will
improve to around 4x, while its fixed-charge coverage ratio
strengthens toward the high-1x area.

"We could lower our ratings if the company's expansion strategy is
unsuccessful and its operating performance struggles as a result,
or increasing competitive pressures in the industry coupled with
weakening retail environment leads to decline in sales and margin
erosion. Under this scenario, leverage will approach 7x and an
EBITDAR fixed-charge ratio will weaken to the low-1x area, while
the company generates minimal FOCF. We estimate this could occur if
EBITDA declines about 40% from current levels, while debt remains
constant.

"Although unlikely given the company's financial sponsor ownership,
we could raise our ratings if there is a commitment and track
record from the financial sponsor to maintain the company's
leverage below 5x, incorporating debt-funded dividends and
performance volatility. Such scenario could also include an IPO
with the financial sponsor reducing its ownership to below 40%, and
leverage sustained below 5x."


CENTAUR LLC: Trustee Wins Summary Judgment Bid in Clawback Suit
---------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey granted the summary judgment motion
filed by FTI Consulting, Inc., in its capacity as the Trustee of
Centaur LLC Litigation Trust in the case captioned FTI CONSULTING,
INC., as Trustee to the Centaur, LLC Litigation Trust, Plaintiff,
v. JOSEPH SWEENEY and LINDA PORR SWEENEY Defendants, Adv. Proc. No.
12-50423 (KJC) (Bankr. D. Del.).

The Trustee filed a complaint against Defendants Joseph Sweeney and
Linda Porr Sweeney to recover alleged fraudulent transfers by
Debtor Valley View Downs, LP ("VVD") to the Defendants. The Trustee
moved for summary judgment in his favor. The Defendants oppose the
summary judgment motion, contending that the Transfers are
protected from avoidance under the "safe harbor" provisions of
Bankruptcy Code section 546(e).

The Court suspended consideration of the Summary Judgment Motion
after the United States Supreme Court granted certiorari to
consider an identical issue. The Supreme Court issued its decision
in Merit Management in February 2018, and the parties were invited
to submit briefs discussing the impact of the Supreme Court's
decision on the parties' respective positions in the Summary
Judgment Motion. Merit Management is a case also arising out of the
Centaur, LLC bankruptcy. The facts are similar to the case this
case.

Here, Defendants argued that the Transfers are protected under
section 546(e) safe harbor based on the Third Circuit's broad
interpretation that a settlement payment made by a "financial
institution" is exempt from a constructive fraudulent transfer
claim. The Defendants assert that the Cash Transfer and the 2008
Transfer were "settlement payments" made by a "financial
institution" -- here, Credit Suisse.

However, this broad interpretation of the safe harbor in section
546(e) was rejected by the Supreme Court in Merit Management. As
Merit provides, the important transaction under review is the
transfer that the Trustee seeks to avoid: here, VVD to the
Defendants. The inquiry does include intermediaries within the
transaction, such as Credit Suisse or Stewart Title Escrow Company.
Neither VVD nor the Defendants is a financial institution.
Accordingly, the section 546(e) safe harbor does not apply to this
transfer.

A copy of the Court's Opinion dated Dec. 27, 2018 is available at
https://bit.ly/2svvFOv from Leagle.com.

FTI Consulting, Inc., as Trustee to the Centaur, LLC Litigation
Trust, Plaintiff, represented by Joshua J. Bruckerhoff --
jbruckerhoff@rctlegal.com -- Reid Collins &Tsai LLP, Norman M.
Monhait, Rosenthal Monhait & Goddess, P.A, Gregory S. Schwegmann ,
Reid Collins & Tsai LLP & P. Bradford deLeeuw , Rosenthal Monhait &
Goddess PA.

Joseph Sweeney & Linda Porr Sweeney, Defendants, represented by
Joseph H. Huston, Jr. -- jhh@stevenslee.com -- Stevens & Lee.

                   About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC
-- http://www.centaurgaming.net/-- was involved in the development
and operation of entertainment venues focused on horse racing and
gaming.  The Company and its affiliates filed for Chapter 11
bankruptcy protection on March 6, 2010 (Bankr. D. Del. Case No.
10-10799).  Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP,
assists the Company in its restructuring effort.  The Company
disclosed assets of $584 million and debt of $681 million as of the
Petition Date.

Affiliates Centaur PA Land LP and Valley View Downs LP filed for
bankruptcy reorganization in October 2009 to keep alive a project
to develop a racetrack in Pennsylvania.  The filings were made
following the failure to make payments due in October on a $382.5
million first-lien debt and a $192 million second-lien credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.

Centaur LLC was authorized in August 2010 to sell the Fortune
Valley Hotel & Casino 40 miles west of Denver to Luna Gaming
Central City LLC for $7.5 million cash, plus a $2.5 million note.

The Debtor obtained approval of its reorganization plan at a Feb.
18, 2011 confirmation hearing.  The Plan would slash the casino
operator's debt by two-thirds to $260 million.  The Plan, as
revised, is based on a settlement reached by the Debtors with the
Official Committee of Unsecured Creditors, the settlement was
entered among the Debtors, the Official Committee of Unsecured
Creditors, and Credit Suisse AG, Cayman Islands Branch, as
administrative agent and collateral agent for lenders that provided
first lien revolving credit and term loans prepetition.  Under the
Plan, second-lien lenders are to split $3.4 million in notes that
pay in kind.  Unsecured creditors of Valley View Downs now will
receive the lesser of 50% paid in cash or a share of $1.5 million
cash.  Other general unsecured creditors also will have the lesser
of half payment or sharing $650,000 in cash.

FTI Consulting, Inc., serves as Trustee to the Centaur LLC
Litigation Trust.


CHARLESTON ASSOCIATES: CNB Bid to Apply Summary Ruling vs NBS Nixed
-------------------------------------------------------------------
Bankruptcy Judge Mike K. Nakagawa denied City National Bank's
motion to enforce summary judgment against New Boca Syndications
Group LLC.

CNB seeks to enforce the CNB Judgment against New Boca pursuant to
the terms of Article IV, Section B(4) and Article VII, Section C of
Debtor Charleston Associates confirmed Plan. Based on the CNB PSJ
Order, CNB argues that it is entitled to a judgment against New
Boca in the Debtor's bankruptcy proceeding under the law of the
case doctrine. Because the CNB Fee Judgment against New Boca
previously was entered in the bankruptcy proceeding, CNB maintains
that a similar judgment should be entered with respect to New
Boca's liability under the confirmed Plan for the full amount of
the CNB Judgment.

Here, the Court finds that the instant Motion was not properly
served on New Boca. As a contested matter under 9014(a), the Motion
must be served in the manner provided for service of a summons and
complaint under FRBP 7004. FRBP 7004(a)(1) allows for personal
service under FRCP 4(e)-(j). Under FRCP 4(h), service on a
corporation may be achieved through compliance with state law for
service of an individual under FRCP 4(e), or, by delivery of a copy
of the summons and complaint to an officer, managing agent, general
agent, or other authorized agent. Under Nevada law, individuals may
be served by service of the summons and complaint on the defendant
personally, or by leaving copies with a suitable person at the
defendant's dwelling, or by delivery to an agent authorized to
receive service of process. Alternatively, FRBP 7004(b)(3) allows
for service of a corporation or unincorporated association by first
class mail addressed to the attention of an officer, managing
agent, general agent, or other authorized agent. Under FRBP
7004(f), service in compliance with FRBP 7004 is effective to
establish personal jurisdiction over the defendant with respect to
a civil proceeding arising in a bankruptcy case, "[i]f the exercise
of jurisdiction is consistent with the Constitution and laws of the
United States.

There is no evidence in the record that New Boca was personally
served with the Motion at its principal place of business, nor was
its registered agent served at the registered address. Nor is there
evidence that New Boca was served by first class mail to the
attention of a member, manager, general agent, or authorized agent.
There is evidence in the record that New Boca's local counsel was
given electronic notice of the Motion. Under Local Rule 5005(c)(4),
however, electronic service of notice to an attorney does not
constitute service on the client unless the attorney is authorized
to accept service by the client. There is no evidence in the record
that New Boca has authorized its attorneys, rather than the
registered agent, to accept service. Likewise, under Local Rule
5005(e)(4), an attorney's waiver of any right to receive notice by
first class mail or personal service does not constitute an
agreement to accept service or notice on behalf of a client. Thus,
even if New Boca's local counsel was given electronic notice of the
Motion, it is not sufficient to constitute service on New Boca.

Under these circumstances, the motion is denied for lack of proper
service. Because the motion otherwise is properly brought before
this court, however, denial will be without prejudice.

The bankruptcy case is in re: CHARLESTON ASSOCIATES, LLC, Chapter
11, Debtor, Case No. 13-10499-MKN (Bankr. D. Nev.).

A copy of the Court's Order dated Dec. 28. 2018 is available at
https://bit.ly/2U5UZGs from Leagle.com.

CHARLESTON ASSOCIATES, LLC, Debtor, represented by KAREN M. BORG --
kborg@butlerrubin.com -- BUTLER RUBIN SALTARELLI & BOYD LLP, ROBERT
M. CHARLES, JR. -- rcharles@lrrc.com -- LEWIS ROCA ROTHGERBER
CHRISTIE LLP, DEAN C. GRAMLICH , MUCH SHELIST, P.C., LAURA DAVIS
JONES -- ljones@pszjlaw.com -- PACHULSKI STANG ZIEHL & JONES LLP,
PETER J. KEANE -- pkeane@pszjlaw.com -- PACHULSKI STANG ZIEHL &
JONES LLP, KATHLEEN P. MAKOWSKI  -- kmakowski@pszjlaw.com --
PACHULSKI STANG ZIEHL & JONES LLP, CHARLES H. McCREA , HEJMANOWSKI
&MCCREA LLC, BRADFORD J. SANDLER , PACHULSKI, STANG, ZIEHL & JONES
LLP & NEAL L. WOLF , Hanson Bridgett LLP.

                About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate in
Las Vegas, Nevada and began developing a large community shopping
center thereon.  Situated at the northeast corner of the
intersection of Charleston Boulevard and Rampart Boulevard, the
entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and an
approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly subject
to a ground lease, but is currently owned by Quality Real Estate
Management ("QREM"), and is being renovated to accommodate the
opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.  In
addition, there is a cellular tower located on the property that is
currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


COMMERCIAL GRINDING: Seeks to Hire Haberbush as Legal Counsel
-------------------------------------------------------------
Commercial Grinding Company, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Haberbush & Associates, LLP as its legal counsel.

The firm will advise the Debtor concerning issues arising in the
conduct of its bankruptcy estate; represent the Debtor in legal
actions concerning the use and disposition of the estate's
property; assist in the preparation of a plan of reorganization;
and provide other legal services related to its Chapter 11 case.

The firm will charge these hourly fees:

         David Haberbush, Esq.       $450
         Louis Altman, Esq.          $425
         Vanessa Haberbush, Esq.     $250
         Lane Bogard, Esq.           $210
         Alexander Haberbush          $90

Haberbush & Associates received a pre-bankruptcy retainer of
$15,000.

David Haberbush, Esq., at Haberbush & Associates, disclosed in a
court filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Vanessa M. Haberbush, Esq.    
     Haberbush & Associates, LLP  
     444 W Ocean Blvd., Suite 1400
     Long Beach, CA 90802
     Tel: 562-435-3456
     Fax: 562-435-6335
     Email: vhaberbush@lbinsolvency.com

                 About Commercial Grinding Company

Established in 1930, Commercial Grinding Company, Inc. --
http://www.wegrind.com/-- is a precision grinding company.  
                 
Commercial Grinding Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-24861) on Dec.
26, 2018.  At the time of the filing, the Debtor estimated assets
of $1 million to $10 million and liabilities of less than $500,000.
The case is assigned to Judge Sheri Bluebond.


COPPER CANYON: Seeks to Hire Moore Law Group as Special Counsel
---------------------------------------------------------------
Copper Canyon Partners LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire Moore Law Group, PC as
special counsel.

The firm will assist the Debtor in negotiating currently proposed
lending agreements and will perform due diligence on those
agreements.

John Moore, Esq., at Moore Law Group, will charge $295 per hour for
his services.

The firm does not represent any interest adverse to the Debtor's
bankruptcy estate in matters upon which it is to be employed,
according to court filings.

Moore Law Group can be reached through:

     John D. Moore, Esq.
     Moore Law Group, PC
     3715 Lakeside Drive, Suite A
     Reno, NV 89509
     Tel: 775-336-1600
     Fax: 775-336-1601
     Email: john@moore-lawgroup.com

                    About Copper Canyon Partners

Copper Canyon Partners LLC, a contractor in Modesto, California,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Case No. 18-51144) on Oct. 11, 2018.  At the time of the
filing, the Debtor estimated assets of $10 million to $50 million
and liabilities of $10 million to $50 million. Judge Bruce T.
Beesley presides over the case.  The Debtor tapped Harris Law
Practice LLC as its legal counsel.


DEVON ENERGY: Moody's Alters Outlook on Ba1 CFR to Positive
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook for Devon
Energy Corporation to positive from stable. Moody's also affirmed
Devon's ratings, including its Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, Ba1 senior unsecured debt rating and
SGL-1 Speculative Grade Liquidity Rating.

"The positive outlook reflects Devon's improving capital efficiency
in its Delaware Basin and STACK assets, and the company's debt
reduction using asset sale proceeds while maintaining very good
liquidity," commented Amol Joshi, Moody's Vice President. "Devon's
ongoing focus on growing oil production within its higher-return
assets while managing the decline profile of its legacy assets and
controlling capital spending should improve the company's credit
profile and support a potential upgrade to Baa3."

Issuer: Devon Energy Corporation

Ratings Affirmed:

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Senior Unsecured Shelf, Affirmed (P)Ba1

Subordinate Shelf, Affirmed (P)Ba2

Preferred Stock Shelf, Affirmed (P)Ba3

Speculative Grade Liquidity Rating, Affirmed SGL-1

Senior Unsecured Commercial Paper, Affirmed NP

Outlook Action:

Outlook, Changed to Positive from Stable

Issuer: Devon Financing Corporation U.L.C.

Ratings Affirmed:

Backed Senior Unsecured Notes, Affirmed Ba1 (LGD4)

Backed Senior Unsecured Shelf, Affirmed (P)Ba1

Outlook Action:

Outlook, Changed to Positive from Stable

Issuer: Devon Financing Trust II

Ratings Affirmed:

Backed Preferred Stock Shelf, Affirmed (P)Ba3

Outlook Action:

Outlook, Changed to Positive from Stable

RATINGS RATIONALE

Devon's positive outlook is supported by Moody's expectation of
improving capital efficiency due to the company's drilling focus on
its higher-return assets in the Delaware Basin and STACK. Devon's
cash flow based leverage metrics will likely continue improving
after a number of steps taken by the company to shore up its credit
profile since 2015 including debt reduction, capital spending cuts
and asset sales.

Devon's Ba1 CFR reflects the significant size and scale of its E&P
operations with a diversified geographic presence across key
onshore hydrocarbon basins in North America. The company has a mix
of oil, natural gas and natural gas liquids production as well as
shale versus conventional properties, providing some commodity
price optionality and a manageable overall portfolio decline rate.
Devon is constrained by its relatively weak operating margins due
to a sizeable component of lower margin heavy oil and legacy
production base, and significant capital required to develop its
higher growth assets.

Devon's SGL-1 rating reflects a very good liquidity profile that is
supported by its large undrawn credit facility, material cash
balances, and an unsecured capital structure. While Devon is
striving to spend within cash flow, the company's liquidity profile
incorporates Moody's expectation that Devon will significantly cut
its cash balances after share repurchases in 2018-19. At September
30, 2018, Devon had cash balances of $3.1 billion and no drawings
under its revolver ($50 million in letters of credit outstanding
under the revolver).

Devon has a $3 billion unsecured revolving credit facility that
matures in October 2023. The revolver has only one material
financial covenant requiring debt/total capitalization of less than
65%. Devon has considerable cushion under this covenant, with
debt/total capitalization of 21.5% at September 30, 2018. After
reducing debt in 2016 and 2018 using proceeds primarily from asset
sales, Devon has a manageable debt maturity schedule.

Devon's rating could be upgraded if the company's RCF/Debt exceeds
40% and its leveraged full-cycle ratio exceeds 1.5x, while
production grows or remains stable at high levels. The rating could
be downgraded if RCF/Debt falls below 20% or capital efficiency
deteriorates. A significant increase in shareholder friendly
actions that materially erode the company's liquidity or leverage
metrics could also lead to a downgrade.


DLS CHICKEN: Plan, Disclosure Statement Hearing Set for Feb. 13
---------------------------------------------------------------
Bankruptcy Judge Carla E. Craig issued an order conditionally
approving DLS Chicken Corp., d/b/a Chirping Chicken's disclosure
statement referring to a small business amended chapter 11 plan
dated Jan. 2, 2019.

A hearing to consider final approval of the Disclosure Statement
and confirmation of the Plan will be held in the Courtroom of the
Honorable Carla E. Craig, Chief United States Bankruptcy Judge,
Eastern District of New York, at the Conrad B. Duberstein U.S.
Courthouse located at 271-C Cadman Plaza East, Brooklyn, New York
1121, on Feb. 13, 2019 at 2:30 p.m.

Objections to the final approval of the disclosure statement and
confirmation of the plan, and ballots accepting or rejecting the
plan must be submitted no later than 5:00 p.m., Eastern Time, on
Feb. 6, 2019.

                  About DLS Chicken Corp.

DLS Chicken Corp. operates a restaurant located at 355 Amsterdam
Avenue, New York, NY under the name "Chirping Chicken."

DLS Chicken Corp filed a Chapter 11 petition (Bankr. E.D. N.Y. Case
No. 18-41455) on March 15, 2018, listing under $1 million in both
assets and liabilities. The Debtor is represented by Lawrence
Morrison at Morrison Tenenbaum PLLC.  Denis L. Abramowitz CPA PLLC
serves as the Debtor's accountant.


DYNASTY ACQUISITION: Fitch Assigns B Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned Dynasty Acquisition Co., Inc. a
first-time Issuer Default Rating (IDR) of 'B'. Fitch has also
assigned first-time, long-term ratings of 'BB'/'RR1' to the
company's proposed senior secured $300 million ABL revolver, $150
million revolver and $2.1 billion term loan B. The Rating Outlook
is Stable. The planned debt issuance is related to The Carlyle
Group's acquisition of StandardAero from Veritas Capital.

The rating and Outlook are supported by the company's strong market
position, authorizations on widely used engine types, valuable
portfolio of certifications, relatively predictable revenue stream,
high barriers to entry protecting against new entrants, vertical
integration within the maintenance process, contract and geographic
diversification, and moderate economic cyclicality relative to the
OEM side of the aviation sector. The company's variable cost
structure and adequate liquidity also factored into the rating.
More than half of StandardAero's revenues come from long-term
contracts, and the company has the potential for solid growth in
the next several years as a result of prior investments in engine
program contracts.

Rating concerns include material customer and supplier
concentration, significant execution risk, and the company's size
compared with some competitors including engine OEMs and in-house
airline MRO operations. StandardAero has strong, long-term
relationships with engine OEMs, but it is also dependent on the
OEMs for engine authorizations, supply of proprietary parts and
revenues. Another consideration is the company's private equity
ownership, which could influence the company's future capital
deployment strategy or financial structure. Adjusted leverage is
currently 6x by Fitch's calculation, but Fitch estimates leverage
will decline over the next several years. The company's management
team has indicated a focus on deleveraging, but growth via
acquisitions is also a potential concern.

KEY RATING DRIVERS

Strong Market Position, Supported by Certifications: Fitch believes
StandardAero's market position is strong and defensible. It is the
largest independent commercial aviation maintenance, repair and
operation (MRO) company in the world, and has longstanding
relationships with all of the largest aerospace engine original
equipment manufacturers (OEMs). The company's main focus is engine
repair and overhaul for commercial, military and business jet
aircraft. Performing such work requires OEM authorizations and
regulatory certifications -- one for each engine program -- that
are expensive and take a significant amount of time for new market
entrants to acquire. Fitch believes the company's wide range of
program certifications, coupled with its strong OEM relationships,
is a major differentiator compared with peers and creates a
defensible barrier against competition.

Predictable Revenue: SA's rating is supported by its relatively
predictable revenue and generally positive cash flow generation
driven by regulator-required periodic maintenance. Most of SA's
contracts span more than 10 years and often last through the life
of an engine. When the contacts come up for re-negotiation, SA has
been able to retain all of its contracts due to the company's
consistent execution and longstanding customer relationships.
Approximately 50% of total revenue is provided under long-term
agreements, with the other 50% being short cycle sales, mostly with
long-term customers.

Organic Growth, Moderate Cash Flow Expected: Fitch expects SA's
revenue will continue to grow over the next three to four years as
the company integrates its recent acquisitions, while it is also
well positioned to take advantage of legacy certifications. The
agency believes future revenue and cash flow will be supported by
engine programs such as the PW127, CF34 and CFM56, for which MRO
volumes are expected to grow significantly over the next several
years. In particular, the CFM56 is an important program, as it is
the largest engine program in the industry, and demand for
additional MRO capacity will be high over the foreseeable future.
Meanwhile, Fitch projects SA's FCF margin will be greater than 1%
during each of the next few years as financial results normalize
and the company begins to realize benefits from the three
acquisitions completed in 2017. Growth capex should also steadily
decline after periods of elevated spending in 2017 and 2018 to
support capacity expansion initiatives.

Moderate Cyclicality: Fitch estimates SA is less exposed to
cyclical declines than similarly rated aerospace peers, as revenue
is more closely tied to available seat miles (ASMs; or, for
kilometres, ASKs) than to passenger traffic or airline
profitability, which tend to be more volatile than miles flown.
Regulatory maintenance requirements result in relative revenue
stability in instances when passenger traffic declines. Between
2003 and 2017, ASMs increased at a rate of approximately 1.3% per
year in the U.S., and only declined during two of the 15 years,
with the most notable occurring in 2009 by 6.3%. Fitch also
believes that the company's variable cost structure would provide
some inherent flexibility during a period of challenging market
conditions.

Contract and Geographic Diversification: Fitch believes
diversification across programs, geography and end-markets further
reduces the risks arising from a potential regional economic shock
or loss of any individual contract. The company estimates it has a
top three market share on more than a dozen of the world's largest
engine programs, including the CF34, PW 100/150 and CFM56, which
should continue to grow over the next several years. SA has more
than 40 locations in 10 countries, with around 37% of sales
occurring outside of the U.S. It also services several end-markets
including military, energy, helicopters, airlines & fleets, and
business aviation. The three acquisitions completed in 2017
resulted in additional diversification by geography, particularly
into Asia, Africa, the UK, and Europe through the Vector
acquisition, and by contract with new components business and Pratt
& Whitney and SAFRAN certifications.

Sustainable Leverage with Deleveraging Capacity: Fitch calculates
SA's pro-forma 2019 adjusted leverage (adjusted debt/EBITDAR) at
6.0x, which the agency considers to be in line with other similarly
rated companies. Fitch believes it is a sustainable leverage level,
with some deleveraging capacity. While the agency assigns a
relative high importance to the company's financial structure,
Fitch also believes this concern is offset by the company's
strategic profile, moderate cyclicality and capacity to reduce debt
over the next few years given its predictable revenue and cash
flow. Risks to deleveraging include potential debt funded
acquisitions, failure to execute on outstanding contracts or
extended periods of negative FCF.

Execution Risk Could Harm Reputation: Fitch considers continued
operational execution to be a priority for SA. Fitch expects
instances of poor execution would likely diminish the company's
currently strong reputation and could result in customers switching
to SA's competitors. Mitigating this risk is the fact that SA does
not have a history of material contract cancellations over the past
several years, and has a very experienced management team, which
Fitch believes would be capable of navigating potential challenges.


Customer Concentration Enhances Execution Risk: Fitch believes the
likelihood of significant customer loss is negligible in the near
term, though the potential future risk is amplified by the
company's degree of customer concentration, despite its diversified
portfolio of contracts and certifications. Approximately 40% of
revenue is derived from the top four customers as of the LTM period
ending September 2018, with GE representing approximately 17% of
sales. While much of the revenue derived from these top customers
is subcontracted work stemming from other end-customers, poor
execution on one or more contracts for one these major customers
could lead to reduced work allocation. The loss of one of these
OEMs as customers would likely result in negative rating momentum.

Necessity of Future Authorizations: While the company has
historically maintained strong relationships with customers and
OEMs, Fitch recognizes the company must continue to win future
authorizations over the long term to maintain operations. Fitch
believes the OEMs benefit from SA absorbing much of the required
demand for MRO services on maturing engines so OEMs can focus their
resources on new development programs. However, the OEMs maintain a
certain degree of buying power over SA, and a change in the
relationship could hinder the company's ability to win future
authorizations as maturing engines exit the fleet.

DERIVATION SUMMARY

StandardAero is well positioned as the largest independent aviation
MRO provider in the world, though competition exists from OEMs and
in-house airline MRO operations, including higher-rated General
Electric Company (BBB+/Stable), Honeywell International, Inc.
(A/Stable), Rolls Royce Holdings plc (A-/Stable), MTU Aero Engines
AG (BBB-/Positive), and Delta Air Lines (BBB-/Stable), among
others. The company's leverage and financial structure are
important factors to the rating, and are generally in line with
mid-'B' category aerospace companies. The rating is also supported
by the company's moderate degree of cyclicality compared with OEs,
and its stable and predictable revenue stream, which Fitch
considers strong for the rating. The company's leading market
position was also an important factor in deriving the rating, and
is reinforced by the company's portfolio of certifications and
diversification. Parent/Subsidiary Linkage was applicable to the
rating on StandardAero, as the company's debt will be held at a
HoldCo entity (Dynasty) with stronger operating subsidiaries, which
hold strong strategic, legal and operational ties. No country
ceiling or operating environment factors were in effect for these
ratings.

KEY ASSUMPTIONS

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

  -- Revenue in 2018 increased due to fully incorporating
acquisitions completed in 2017;

  -- High single digit organic revenue growth from increased demand
during 2018, particularly from CF34 and CFM56 MRO services;

  -- Double digit sales growth in 2019 and 2020 stemming from
contracted backlog, primarily related to an increase in demand for
CF34 and CFM56 MRO services, ramp up of RB211 platform, and AE1107
and AE2100 military contracts;

  -- EBITDA margins increase in 2018 due to acquisition of higher
margin businesses, including Vector in late 2017;

  -- In 2018, Fitch affords the company 50% of run-rate or
unrealized synergies from acquisitions that were made in 2017; the
remainder are realized in 2019; EBITDA margins remain between 13.0%
and 13.5% thereafter;

  -- Cash flow remains negative in 2018 due to working capital
build up, elevated levels of growth capex, and deferred tax and
financing costs related to acquisitions made in 2017; a
normalization of operations results in cash flow returning positive
during 2019 and through 2021;

  -- Approximately 60% of capex is related to maintenance capex,
which is expected to remain relatively steady throughout forecast
period; Fitch expects potential new contract wins, certifications
or acquisitions in 2020 and 2021 would result in growth capex
remaining elevated during this period;

  -- Company takes advantage of 100% PIK interest on unsecured
notes in 2019 and 50% PIK interest in 2020;

-- Fitch expects minimal excess FCF is used for debt repayment
given Fitch projects the company's senior first lien secured
leverage will decline below 4.0x in 2020, reducing the required
excess cash flow sweep to 0%;

  -- No dividends or acquisitions projected, though Fitch believes
the company could pursue small strategic acquisitions and finance
them with a combination of excess cash and incremental debt;

  -- Approximately 25% cash tax rate.

Recovery Analysis

The recovery analysis assumes that SA would be considered a going
concern in bankruptcy and that the company would be reorganized
rather than liquidated. A 10% administrative claim is assumed in
the recovery analysis.

In Fitch's recovery analysis, potential default is assumed to come
from a combination of one or more of the following scenarios: a
materially negative hit to the company's reputation affects its
ability to win new business; loss of customer(s) or contract
cancellations cause several periods of significant cash outflows;
or the company incurs significant cash costs resulting from failure
to integrate one or more acquisitions.

Fitch's recovery assumptions are based on SA's industry-leading
reputation, variable cost structure, solid and predictable backlog,
diversified contract and certification portfolio, strong market
position, and high industry barriers to entry. Fitch also
considered the meaningful execution risk and potential for cost
overruns, though unlikely.

Fitch assumes SA will receive a going-concern recovery multiple of
6.5x EBITDA under this scenario. Fifty-six percent of industrial
and manufacturing defaulters had exit multiples in the range of
5.0x to 8.0x according to the "Industrial, Manufacturing, Aerospace
and Defense Bankruptcy Enterprise Values and Creditor Recoveries"
report published by Fitch in July of 2018. Within the report, Fitch
observed that more than 90% of the bankruptcy cases analyzed were
resolved as a going concern. Most of the defaulters observed in the
Fitch report were smaller in scale, had less diversified product
lines or customer bases and were operating with leveraged capital
structures.

Fitch assumes $420 million as the going concern EBITDA in the
analysis. This represents Fitch's estimate of 2018 EBITDA, which
Fitch believes would be a reasonable going concern expectation upon
emergence, as this would likely represent a loss of a major
customer or contracts from backlog, which are expected to grow
significantly over the next several years.

Fitch generally assumes a fully drawn first lien revolver in its
recovery analyses since credit revolvers are tapped as companies
are under distress. Fitch also assumed the company's $300 million
ABL revolver was 85% drawn, which demonstrates the contraction of
the borrowing base as a company becomes distressed. This is in line
with other companies observed in Fitch's various bankruptcy case
studies.

The 'BB' rating and Recovery Rating of 'RR1' on the first lien term
loan, ABL revolver and senior secured revolver are based on Fitch's
recovery analysis under a going concern scenario, which indicates
recovery prospects for the term loan in the range of 91% to 100%.

RATING SENSITIVITIES

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

  -- Adjusted leverage below 5.0x for a sustained period;

  -- Sustained FCF margin greater than 2%;

  -- FFO fixed-charge coverage ratio greater than 3.0x over a
sustained period.

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

  -- Material contract cancellations caused by weakened reputation;


  -- Sustained negative FCF;

  -- Adjusted leverage greater than 6.0x over a sustained period.

LIQUIDITY

Adequate Liquidity: Fitch believes that StandardAero will retain
adequate liquidity post-transaction, which will immediately consist
of $35 million to $40 million in cash and $450 million of aggregate
ABL and revolver capacity. Liquidity, along with internally
generated cash, should be sufficient to cover near-term expenses
such as working capital growth, debt amortization and capex. The
company's capital structure also includes $640 million of private
unsecured notes with a PIK feature for the first two years, which
provides some additional financial flexibility.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Dynasty Acquisition Co, Inc.

  -- Issuer Default Rating 'B';

  -- First Lien Senior Secured ABL Revolving Credit Facility
'BB'/'RR1';

  -- First Lien Senior Secured Revolving Credit Facility
'BB'/'RR1';

  -- First Lien Senior Secured Term Loan B 'BB'/'RR1'.

The Outlook is Stable.


EAT FIT GO: Proposes Auction of All Remaining Assets
----------------------------------------------------
Eat Fit Go Healthy Foods, LLC, and affiliates ask the U.S.
Bankruptcy Court for the District of Nebraska authorized to
authorize the sale of substantially all their remaining assets at
public auction, free and clear of any interests.

After evaluating all of their alternatives, and after consultation
with Access Bank and Peak Franchise Capital, LLC, the Debtors have
concluded that the best mechanism for maximizing the value of their
assets is through the sale of all or substantially all of their
assets as a going concern, free and clear of all liens and
encumbrances.  They believe that the Sale of the Assets pursuant to
the terms set forth will maximize the recovery for their estate.

The Debtors propose to sell all of their remaining assets ors as a
going concern.  To that end, the Debtors have filed an appropriate
motion to retain the Financial Advisor as professional marketers to
assist them in these bankruptcy cases.

The Debtors have previously filed a motion asking approval of the
bidding procedures related to the sale, and a motion seeking
approval of procedures governing the assumption and assignment of
executory contracts and unexpired leases related to the Sale.  They
cannot reasonably determine, at this time, the amount of taxable
income they may realize from the Sale. However, it is possible that
Debtors will incur taxable income as a result of the Sale.

The Debtors propose to sell their Assets by way of public sale,
without a stalking horse bidder, to one or more buyers and pursuant
to the terms contained in the Asset Purchase Agreement.  Thus the
notice required by Local Rule 6006-1(A)(1) is not necessary.

Shortly after the conclusion of the Sale, the Debtors plan to file
a plan of liquidation that specifically contemplates the Sale and
the distribution of the proceeds therefrom.  The business
justification for disposing of substantially all of the estate
assets before a disclosure statement has been approved or a plan
confirmed is that the Debtors have limited their operations and
cannot sustain operations as a going concern. However, the Debtors
believe their assets will garner the most value when sold together,
as a going concern, rather than piecemeal or through a chapter 7
liquidation sale.

In order to permit the Sale to proceed as expeditiously as possible
and to avoid further degradation or loss of value to the Assets,
good cause exists to waive the 14-day stay provided in Rule
6004(h).

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

        http://bankrupt.com/misc/Eat_Fit_163_Sales.pdf

                  About Eat Fit Go Healthy Foods

Founded in 2015, Eat Fit Go Healthy Foods, LLC, offers a one-stop
shopping where a customer can purchase breakfast, lunch, dinner,
and snacks that are pre-cooked, pre-portioned, ready-to-eat meals.

Eat Fit Go Healthy Foods and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case Nos.
18-81121 to 18-81130) on July 31, 2018.  In the petitions signed by
CEO Jenifer Cain, each debtor estimated $500,000 to $1 million in
assets and liabilities.  Judge Thomas L. Saladino oversees the
cases.  Stinson Leonard Street, LLP, is the Debtors' counsel.


FAIRWAY ENERGY: March 7 Auction of All Assets Set
-------------------------------------------------
Fairway Energy, LP, Fairway Energy GP, LLC, and Fairway Energy
Partners, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a notice of their proposed bidding procedures
in connection with the sale of substantially all assets.

On Dec. 6, 2018, the Debtors filed their Sale Motion with the clerk
of the Court asking, among other things, entry of the Sale Order
authorizing and approving: (a) the sale of all or substantially all
of their Assets free and clear of liens, claims, encumbrances and
other interests, with all such liens, claims, encumbrances and
other interests attaching to the proceeds of such sale, to one or
more purchasers submitting the highest or otherwise best offers
therefor; and (b) the procedures for the assumption and assignment
of executory contracts and unexpired leases.

The Debtors are soliciting offers for the purchase of substantially
all of their Assets and assumption of substantially all of the
liabilities of the Debtors with respect thereto consistent with the
Bidding Procedures approved by the Court by entry of Sale
Procedures Order dated Jan. 9, 2019.

If the Debtors receive more than one Qualified Bid within the
requirements and time frame specified by the Bidding Procedures,
the Debtors may determine, in the exercise of their business
judgment, to schedule an auction to request additional competitive
Bids from Qualified Bidders with respect to the Sale commencing at
10:00 a.m. (CT) on March 7, 2019, at the offices of Haynes and
Boone, LLP, 1221 McKinney, Suite 2100, Houston, Texas 77010, or
such later date and time as selected by the Debtors.  The Auction
will be conducted in a timely fashion according to the Bidding
Procedures.

The Sale Hearing is set for March 13, 2019 at 10:30 a.m. (ET).  The
General Objection Deadline is Feb. 12, 2019 at 4:00 p.m. (ET).  The
Supplemental Objection Deadline is  March 11, 2019 at 4:00 p.m.
(ET).

                      About Fairway Energy

Fairway Energy -- http://www.fairwaymidstream.com/-- provides
storage, throughput and ancillary services for third-party
companies engaged in the production, distribution and marketing of
crude oil.  Its services are provided at the Pierce Junction Crude
Oil Storage Facility.

Fairway Energy, LP, and its affiliates Fairway Energy Partners,
LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to
18-12686) on Nov. 26, 2018.  The Debtors reported total assets of
$382.7 million and total liabilities of $94 million as of Sept. 30,
2018.

The cases have been assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel, and Alvarez & Marsal North America, LLC, as
financial and restructuring advisor.


FILBIN LAND: Creditors to be Paid in Full Under Proposed Plan
-------------------------------------------------------------
Filbin Land & Cattle Co., Inc. filed with the U.S. Bankruptcy Court
for the Eastern District of California its first amended disclosure
statement in connection with its plan of reorganization dated Jan.
10, 2019.

The Debtor's sole material asset was the ownership of approximately
94 acres of real property located near Highway 5 and Ingram Creek
Road in Westley, California that constituted its principal asset.
During the course of its Chapter 11 case, Filbin DIP sold a 10-acre
parcel of the Property for $8.35 million (the "Initial Sale")
providing a fund (the "Initially Available Cash") for the payment
of creditors. The Plan resolves a potential dispute over the
validity of a $42 million guarantee claim  asserted by Summit by
allowing the claim and subordinating it to all other claims. As a
consequence, the Plan provides for payment in full of every
creditor other than Summit on the Effective Date, and payment of
the residue of the Initially Available Cash, after establishing
certain reserves, to or at the direction of Summit. Since all other
creditors are to be paid in full on the Effective Date, Filbin DIP
believes that only Summit and Filbin DIP's shareholder are impaired
and entitled to vote on the Plan.

The Summit Guarantees aggregate more than $40 million. Filbin DIP
believes that, in principle, the obligations on the Summit
Guarantees are avoidable as "fraudulent transfers" since they were
incurred without receiving anything of value, let alone "reasonably
equivalent value" and rendered Filbin insolvent. Filbin DIP filed
suit to avoid (cancel) the Summit Guarantees, initiating Adversary
Proceeding No. 18-9003. Filbin DIP dismissed the Summit Lawsuit
without prejudice, concluding that it was premature. Thereafter, as
a result of the success of the Initial Sale, it became clear that
avoidance of the Summit Guarantees would principally benefit the
Arambel estate in its capacity as the holder of the equity in
Filbin DIP. There is serious question as a matter of law whether
avoidance under the fraudulent transfer laws is available for the
purpose of benefiting equity holders as opposed to creditors.

On the other hand, allowance of the Summit guarantee claim at $40
million would have a tremendous dilutive effect on all other
creditors. In addition, negotiations for a consensual Plan of
Reorganization in the Arambel case had progressed, and Summit was
occupying a constructive role, including as a potential source of
reorganization financing. Filbin DIP, therefore, proposed an
agreement with Summit under which (a) its guarantee claim would be
allowed, (b) its claim would be voluntarily subordinated to all
other claims, and (c) some portion of the funds otherwise payable
on account of its claim would be used to fund the Arambel Plan.
Although that proposal never reached the level of specificity and
commitment provided by the accompanying Plan, Filbin DIP believes
that Summit was and remains generally in accord with the proposal.

A copy of the First Amended Disclosure Statement is available at
https://is.gd/JwvdL3 from Pacermonitor.com at no charge.

                About Filbin Land & Cattle Co.

Filbin Land & Cattle Co., Inc., is a privately-held company in
Patterson, California, engaged in the cattle business.  It is a
merchant wholesaler of raw farm products.

Filbin Land & Cattle Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17,
2018.  In the petition signed by Jeffery Edward Arambel, president
and CEO, the Debtor estimated assets of $1 million to $10 million
and liabilities of $50 million to $100 million.

Judge Ronald H. Sargis presides over the case.

The Debtor tapped St. James Law P.C. as its bankruptcy counsel.
Arch & Beam Global, LLC, is the financial advisor.


FIRSTENERGY SOLUTIONS: Reaches Restructuring Support Deal
---------------------------------------------------------
FirstEnergy Solutions Corp. disclosed that the Company, the
official committee of unsecured creditors, two creditor groups
representing a majority in aggregate amount of the Debtors' funded
indebtedness and sale-leaseback certificates, and a group of
creditors holding claims against FES and FirstEnergy Nuclear
Operating Co. (the "FES Creditor Group") have reached agreement on
the terms of a Restructuring Support Agreement ("RSA") that
contemplates the Company's emergence from Chapter 11 protection in
2019 with continued ownership and operation of its retail and
wholesale load-serving business.

The RSA will enable the Company to emerge as a fully integrated
Independent Power Producer focused on maximizing the operating and
financial synergies of its retail, nuclear and fossil generating
assets.  The Company will continue operating its nuclear and fossil
generation until their previously announced deactivation dates,
with a possibility of running the units for an extended period if
the Company obtains sufficient legislative support and meaningful
market reforms.  The Company continues to have constructive
dialogue with important stakeholders at the state and federal
levels for necessary financial support for its baseload assets that
are a critical source of reliable and clean power in Ohio and
Pennsylvania.  The RSA will form the basis of a Plan of
Reorganization which will ultimately be filed with the U.S.
Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy
Court").

Specifically, the RSA contemplates that unsecured creditors will
receive a distribution of newly-issued equity and/or cash based on
value allocable to each Debtor and preserves the option for FES
(with the consent of the bondholders party to the RSA and in
consultation with the Committee) to make cash distributions to
unsecured creditors receiving equity in order to optimize the
capital structure of FES at emergence from bankruptcy (without
increasing the value of recoveries to those creditors). The RSA
also contemplates the reinstatement or payment in full of secured
pollution control note claims against FirstEnergy Nuclear
Generation, LLC and FirstEnergy Generation, LLC.  Finally, the RSA
incorporates the implementation of a global plan settlement,
including settlements regarding the allowance and treatment of
intercompany claims and the allocation of consideration received
pursuant to the Settlement Agreement with FirstEnergy Corp. dated
as of August 26, 2018 and approved by the Bankruptcy Court on
September 26, 2018.

"This is an important step in ensuring the value of the FES estate
is maximized for the benefit of all of our stakeholders," said
Donald Schneider, President of FirstEnergy Solutions. "It is
important to note that nothing in this agreement provides for the
Company to continue operating its fossil or nuclear generation
assets beyond their currently contemplated deactivation dates.
Without legislative support and market reforms operating beyond
those dates will be a significant challenge.  We remain optimistic
that such support may be forthcoming, will solidify the tax base
and tremendous economic value these plants provide to the
surrounding communities in Ohio and Pennsylvania."

The RSA sets out certain milestones for completing the FES
restructuring including filing the Plan of Reorganization and the
Disclosure Statement by February 8, 2019. The agreement calls for a
Bankruptcy Court order approving the Disclosure Statement by March
21, 2019 and a Confirmation order by May 10, 2019.  The initial
milestone for the effective date of the Plan of Reorganization that
allows the Company to emerge from Chapter 11 is September 15, 2019
which date shall automatically extend to October 31, 2019 in the
event that the only remaining conditions precedent to the Plan
Effective Date are regulatory approvals.

The Company and its supporting parties are committed to investing
in a best-in-class retail supply business that will have the
financial resources to provide a compelling suite of solutions for
its retail and wholesale customers.  This will provide the
opportunity for job creation in Ohio and for existing employees to
leverage their strong customer relationships and commercial
experience to regenerate the business back to its industry leading
position. As a result, the Company has determined to terminate the
agreement with respect to the proposed sale of its retail and
wholesale load-serving business to Constellation, and will retain
ownership of this business going forward. The termination of the
retail sale will not affect service to existing FES customers.  The
Company expects that the transactions contemplated in the Plan will
not impact the collateral it has posted to support its business
operations.

The RSA also provides that January 23, 2019 will serve as a record
date for holders of General Unsecured Claims (as defined in the RSA
and attached plan term sheet) having an election to receive their
distributions in equity rather than cash.  Holders of General
Unsecured Claims that exercise such election will be required to
certify that they were the beneficial holder of their claims as of
the record date and have not sold, transferred, or provided a
participation in, or directly or implicitly agreed to do so
following the record date.  Any holder of a General Unsecured Claim
who is not a party to the RSA who sells their claim following the
record date, will not be permitted to make an election for equity
under the plan, and any buyer of a General Unsecured Claim, which
claim is not subject to the RSA as of the record date will only be
permitted to receive cash on account of such claim.
Notwithstanding the foregoing, no Holder of a General Unsecured
Claim shall be prohibited from selling their General Unsecured
Claim at any time after the record date, provided that the
transferee of any such General Unsecured Claim will not be eligible
to receive an equity distribution (unless such claim is subject to
the RSA).

Parties to the RSA include each of the Debtors, including the
Company, members of the Ad Hoc Groups, members of the FES Creditor
Group, and the Committee.

The transactions contemplated by the Restructuring Support
Agreement are subject to a variety of conditions, including the
negotiation and execution of definitive documents evidencing and
related to the proposed restructuring, approval of a disclosure
statement in respect of the Plan pursuant to section 1125 of the
Bankruptcy Code, entry of an order of the Bankruptcy Court
confirming the Plan and the satisfaction of other conditions to the
effectiveness of the Plan, including all regulatory approvals.

FES looks forward to completing its restructuring in the next year
to become a privately held company headquartered in Akron, Ohio
focused on job creation, asset and customer growth opportunities
for the future.  

               About FirstEnergy Solutions Corp

Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE).  FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries.  FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.

On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757).  The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.

Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.  First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent.  The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.

The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018.  Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.


FLOYD E. SQUIRES: Examiner Selling Property to Paye for $350K
-------------------------------------------------------------
Janina M. Hoskins, the Examiner with Expanded Powers of the estate
of the Floyd E. Squires III and Betty J. Squires, asks the U.S.
Bankruptcy Court for the Northern District of California to
authorize the sale of the real property located at 2941-2969
California Street, Eureka, California to Mark Paye and/or his
assigns for $350,000, subject to higher and better offers.

A hearing on the Motion is set for Feb. 13, 2019 at 10:30 a.m.

The Property is an improved parcel, consisting of a two-story
building with 18 one-bedroom apartments (severely damaged by a fire
on Nov. 15, 2018) and 15 separate cottages.  In October 2018, the
Property generated approximately $9,000 per month in revenue. The
apartment building is now uninhabitable.

The Examiner moves to sell the Property to the Buyer.  The Property
will be sold free and clear of liens.  Subject to Court approval
and higher and better bids, the Examiner has accepted an all-cash
offer of $350,000 from the Buyer for the Property, with an initial
deposit of $10,500 and the balance to be paid at the close of
escrow, with escrow to close within 20 days after entry of an order
approving the sale.  The parties have entered into their
Residential Income Property Purchase Agreement and Joint Escrow
Instructions and Addendum No. 1.

Any and all terms of the Sale Agreement, including, but not limited
to the payment of any commissions, are subject to the approval of
the Court and overbid.  The Buyer is purchasing the Property on an
"as is, where is" basis, with no warranties or representation.  Any
buyer will be responsible for dealing with tenants.  Any dispute
over the terms of the Sale Agreement will be resolved by the
Bankruptcy Court.

The sale is subject to overbids, with a minimum overbid in the sum
of $360,000 all cash, on the same terms and conditions as the
offer, with the overbid deadline Feb. 8, 2019.  If a qualified
overbid is received, an auction will be held before the Court,
unless directed otherwise by the Court.

Annexed to the Hoskins Declaration as Exhibit B are the relevant
pages of a title report issued by Humboldt Land Title concerning
the Property.

According to a preliminary title report, the Property is subject to
a first deed of trust in the sum of $357,000, dated Aug. 19, 1996
with Beneficial Management Corporation of America, a Delaware
corporation as trustee, and Beneficial California Inc. as
beneficiary, recorded Aug. 21, 1996 as Instrument No. 1996-19301-5,
Humboldt County Records. On Sept. 11, 2017, an assignment of the
beneficial interest under the deed of trust naming U.S. Bank Trust,
N.A., as the Trustee for LSF9 Master Participation Trust as
assignee was recorded as Instrument No. 2017-016457, Humboldt
County Records.  The Examiner believes this obligation is also
collateralized by two other properties of the estate.  Pursuant to
a proof of claim filed by the lender, the total amount
collateralized by the Property is roughly $695,000 as of the date
of the filing of the claim. Substantial sums were made as escrow
advances by the lender, based upon abatement orders, fines,
penalties, substandard condition notices and other matters

The title report for the Property notes a "Super Priority Deed of
Trust" in favor of Mark S. Adams, solely in his capacity as
receiver for the Property in the amount of $15,317.  The lien
amount was increased by an amendment recorded March 13, 2017, which
increased the loan amount to $158,107.  The Examiner has paid
$158,107, plus interest, from the proceeds of prior sales.  The
lien has been paid.  The title company holds reconveyance documents
provided by Mr. Adams concerning this lien and any other
encumbrances in favor of the former receiver.  They will be
recorded at the time of closing unless they have been recorded
prior thereto.

The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including a notice of pending
action for a temporary restraining order, various notices
concerning substandard conditions and four abstracts of judgment
for various sums.

Per a preliminary title report, the Property is also subject to the
terms and provisions contained in the Document entitled Notice of
Lien – Contaminated Property: Methamphetamine, executed by and
between the County of Humboldt Department of Health and Human
Services, Division of Environmental Health and Floyd E. Squires,
III, recorded Nov. 17, 2008, as Instrument No. 2008-26813-2,
Humboldt County Records. The Property is also subject to an Amended
Notice of Lien – Contaminated Property: Methamphetamine, recorded
Feb. 5, 2010, as Instrument No. 2010-2474-2, Humboldt County
Records.

To the extent any of the above liens are disputed, any disputed
amounts will reattach to the net proceeds of sale to be held by the
Examiner pending further order of the Court.  The Examiner notes
that the sale of the Property will remove from the estate what has
been its most problematic property.

The Examiner asks an order authorizing her to direct payment from
escrow of the following standard expenses: (i) A real estate
broker's commission not to exceed 6% of the total sales price,
which will be split with the Buyer's broker, if any; and (ii)
standard closing costs, including but not limited to unpaid real
property taxes, escrow fees, if any, recording costs and the like.

The Examiner further asks that the sale provide that the order is
effective upon entry and the stay otherwise imposed under Rule
62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy
Rule 6004(h) will not apply.

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

    http://bankrupt.com/misc/Floyd_Squires_538_Sales.pdf

                        About the Squires

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

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


FLOYD E. SQUIRES: Examiner Selling Property to Wanek for $200K
--------------------------------------------------------------
Janina M. Hoskins, the Examiner with Expanded Powers of the estate
of the Floyd E. Squires III and Betty J. Squires, asks the U.S.
Bankruptcy Court for the Northern District of California to
authorize the sale of the real property located at 705 15th Street,
Eureka, California to Craig Wanek and/or his assigns for $200,000,
subject to higher and better offers.

A hearing on the Motion is set for Feb. 13, 2019 at 10:30 a.m.

The Property is an improved parcel, consisting of rental property
that generates $1,565 per month.

The Examiner moves to sell the Property to the Buyer.  The Property
will be sold free and clear of liens.  Subject to Court approval
and higher and better bids, the Examiner has accepted an offer of
$200,000 from the Buyer for the Property, with an initial deposit
of $6,000 and the balance to be paid at the close of escrow, with
escrow to close within 20 days after entry of an order approving
the sale.

Any and all terms of the Sale Agreement, including, but not limited
to the payment of any commissions, are subject to the approval of
the Court and overbid.  The Sale Agreement is a non-contingent "as
is" purchase contract.  The Buyer has completed all inspections and
reviewed all documents.  Any dispute over the terms of the Sale
Agreement will be resolved by the Bankruptcy Court.

The sale is subject to overbids, with a minimum overbid in the sum
of $215,000 all cash, on the same terms and conditions as the
offer, with the overbid deadline being set two days prior to the
Court hearing on the Motion.  If a qualified overbid is received,
an auction will be held before the Court.

Annexed to the Isaacs Declaration as Exhibit B are the relevant
pages of a title report issued by Humboldt Land Title concerning
the Property.

According to a preliminary title report, the Property is subject to
a first deed of trust in the sum of $357,000, dated Aug. 19, 1996
with Beneficial Management Corporation of America, a Delaware
corporation as trustee, and Beneficial California Inc. as
beneficiary, recorded Aug. 21, 1996 as Instrument No. 1996-19301-5,
Humboldt County Records. On Sept. 11, 2017, an assignment of the
beneficial interest under the deed of trust naming U.S. Bank Trust,
N.A., as the Trustee for LSF9 Master Participation Trust as
assignee was recorded as Instrument No. 2017-016457, Humboldt
County Records.  The Examiner believes this obligation is also
collateralized by two other properties of the estate.  Pursuant to
a proof of claim filed by the lender, the total amount
collateralized by the Property is roughly $695,000 as of the date
of the filing of the claim. Substantial sums were made as escrow
advances by the lender, based upon abatement orders, fines,
penalties, substandard condition notices and other matters.

The Property is subject to a deed of trust in the sum of $60,000,
dated Feb. 16, 1999 in favor of Long Beach Mortgage Company,
recorded February 25, 1999 as Instrument No. 1999-5728-9 in the
Official Records of Humboldt County; as assigned to JPMorgan Chase
Bank, National Association, recorded July 10, 2018 as Instrument
No. 2018-012687 in the Official Records of Humboldt County; as
assigned to Bank of New York Mellon, as Trustee for the Asset
Backed Securities Corporation Home Equity Loan Trust 1999-LB1 on
July 10, 2018 as Instrument No. 2018-012688 in the Official Records
of Humboldt County; and as assigned to Bank of New York Mellon, as
Trustee for the Asset Backed Securities Corporation Home Equity
Loan Trust 1999-LB1, recorded October 29, 2018 as Instrument No.
2018-019399 in the Official Records of Humboldt County. Per Claim
No. 45-2, as of March 2018, the appropriate amount owed was
$44,416.

The title report for the Property notes a "Super Priority Deed of
Trust" in favor of Mark S. Adams, solely in his capacity as
receiver for the Property in the amount of $15,317.  The lien
amount was increased by an amendment recorded March 13, 2017, which
increased the loan amount to $158,107.  The Examiner has paid
$158,107, plus interest, from the proceeds of prior sales.  The
lien has been paid.  The title company holds reconveyance documents
provided by Mr. Adams concerning this lien and any other
encumbrances in favor of the former receiver.  They will be
recorded at the time of closing unless they have been recorded
prior thereto.

The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including a notice of pending
action, an amended notice of pending action, an amended Lis Pendens
and four abstracts of judgment for various sums.

To the extent any of the above liens are disputed, any disputed
amounts will reattach to the net proceeds of sale to be held by the
Examiner pending further order of the Court.

The Examiner asks an order authorizing her to direct payment from
escrow of the following standard expenses: (i) a real estate
broker's commission not to exceed 6% of the total sales price,
which will be split with the Buyer's broker, if any; and (ii)
standard closing costs, including but not limited to unpaid real
property taxes, escrow fees, if any, recording costs and the like.

The Examiner further asks that the sale provide that the order is
effective upon entry and the stay otherwise imposed under Rule
62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy
Rule 6004(h) will not apply.

A copy of the Contract attached to the Motion is available for free
at:
       
      http://bankrupt.com/misc/Floyd_Squires_542_Sales.pdf

                        About the Squires

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

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


GENERAL GROWTH: Court Dismisses Andejo Suit vs SSSL
---------------------------------------------------
Judge Shlomo S. Hagler granted the Defendants' motion to dismiss
the complaint captioned Andejo Corporation dba Seaport Watch
Company, Fulton Market Retail Fish Inc. dba Simply Seafood, Apple
Mac & R Corp. dba Macmenamins Pub, Roslu Corp. dba Bergins Beer &
Wine, Lakous Inc, dba Pizza On The Pier, Ainolahpek, Inc. dba
Athenian Express, Seaport Novelties, Gifts & News Ltd. dba Seaport
News, Ry-Allie Candy Corp. dba Nutcracker Sweets, Waxology Inc. dba
Waxology, Hot Dogs Del Mar, Inc. dba Nathan's Famous, Andrew
Huestis dba The New York Shell Shop, and View of The World
Products, Inc. dba View of the World, Plaintiffs, v. South Street
Seaport Limited Partnership, Seaport Marketplace, L.L.C., DLA Piper
(US), DLA Piper NY LLP, Rosenberg Feldman Smith LLP, Edward
Shapiro, Booth Street Food Corp. dba Yorkville Packing House, Salad
Mania, Inc. dba Salad Mania, The Howard Hughes Corporation, General
Growth Properties, and Stephen M. Rosenberg, Defendants, Docket No.
655410/16 (N.Y. Sup.).

Plaintiffs, commercial tenants who formerly conducted business at
the South Street Seaport, seek compensation from other such tenants
for breach all of these parties' agreement to jointly prosecute a
lawsuit against their mutual landlord, and for other alleged
tortious conduct. Plaintiffs also allege tortious conduct by their
former landlord, and the landlord's counsel, and plaintiffs' former
counsel. All of the defendants move to dismiss the complaint (CPLR
[a] [1], [5], [7]).

This action was commenced on or about October 11, 2016. This motion
addresses the amended complaint, filed after defendants' made an
earlier motion to dismiss. Plaintiffs allege that, in 2004, when
the Tenants were considering filing a lawsuit against Landlord,
Shapiro recommended Rosenberg as counsel to represent the Tenant
Group. In August 2004, the plaintiffs entered into a Joint Claim
Agreement with each other, and with Salad and Booth, entitled
"South Street Seaport's Tenants' Association Joint Claim Agreement
(the "JCA"), which was drafted by Rosenberg in collaboration with
Shapiro.

In the JCA, the Tenants that executed the agreement, defined in the
JCA as "Tenants," each agreed to share both the expenses in
prosecuting the lawsuit against Landlord and any recovery received
from Landlord.

Plaintiffs' First Cause of Action, asserted against the Shapiro
Defendants, is for breach of the JCA resulting from the L&T Court
Proceeding, the 2007 Case, and the Andejo Case settlements (the
"Three Settlements"). In their Second Cause of Action, for unjust
enrichment, plaintiffs allege that the Shapiro Defendants failed to
pay the value of the Three Settlements to the Tenant Group, and
also were unjustly enriched because they had avoided the payment of
attorneys' fees, or other costs, due to the Referral Fee
Agreement.

The Third Cause of Action, for breach of fiduciary duty, is
asserted against the Shapiro Defendants and the RFS Defendants,
based on their alleged concealment of facts prior to the execution
of the JCA, and their conduct after the JCA was executed. The
Fourth Cause of Action, for fraudulent inducement, asserted against
Rosenberg and Shapiro alone, concerns their alleged pre-JCA
conduct.

The Fifth Cause of Action, for aiding and abetting fraudulent
inducement and aiding and abetting breach of fiduciary duty, is
alleged against Rosenberg and Shapiro. Plaintiffs incorporate the
earlier allegations of the Complaint, and add that Rosenberg and
Shapiro worked "hand-in-hand" in aiding and abetting each other in
defrauding and breaching fiduciary duties to plaintiffs, and that
plaintiffs were damaged.

The Sixth Cause of Action is for malpractice and breach of contract
against the RFS Defendants. Plaintiffs allege that, during RFS
Defendant's representation of the plaintiffs in the Andejo Case,
they did not exercise the degree of care, skill, competence,
integrity and diligence required of attorneys and violated ethical
rules of practice resulting in damages. The Seventh Cause of
Action, is against the Seaport Defendants and the DLA Piper
Defendants, for tortious interference with the JCA.

The Court holds that Plaintiffs' unjust enrichment claim is
duplicative of the breach of contract claim, as the claims are
predicated on the same facts. Furthermore, assuming the absence of
the JCA, plaintiffs do not adequately allege facts, or explain, the
inequity of permitting the Shapiro Defendants to retain the
benefits from the Three Settlements. The claim is also dismissed as
to" Shapiro, who was not a party to the JCA.

Plaintiffs also do not point to legal authority to demonstrate that
a fiduciary duty arose by virtue of Booth and Salad's status as
co-litigants in the Andejo Case. Assuming, arguendo, Shapiro's
alter ego status concerning Booth and Salad, if Booth and Salad, as
co-litigants, were not fiduciaries to plaintiffs, their owner also
would not be one. Consequently, CPLR 213 (8) does not apply to the
breach of fiduciary duty claims against the Shapiro Defendants
which, with regard to the L&T Court Proceeding and the 2007 Case,
are time-barred as to the Shapiro Defendants. Where the basis for a
fiduciary duty is not sufficiently alleged, the breach of fiduciary
duty claim is also dismissed for failure to state a cause of
action. To the extent that plaintiffs seek tort damages for the
settlement Shapiro received in the L&T Court Proceeding, dismissal
is also warranted, as Shapiro was not a signatory to the JCA.

Plaintiffs have not adequately plead lack of justification as a
necessary element. Moreover, the underlying breach of contract
claim has been dismissed. Concerning the justification element, it
appears that the JCA was entered into by a group of potential
plaintiff litigants, covering disputes against their mutual
landlord, the Seaport Defendants, in order to pool resources, or as
a strategy to attempt to better their odds in litigation. However,
while not dispositive alone, the JCA is not an agreement concerning
a business transaction, as is the typical case in a tortious
interference claim, as a lawsuit is not a business venture, but a
means for injured plaintiffs to seek compensation. Lack of
justification is not demonstrated based upon the Seaport
Defendants' efforts to settle their own lawsuits, and any suit
brought against them, in a manner that suited their own best
interests, as such conduct does not lack justification. To adopt
plaintiffs' position would essentially serve to permit the
contracting plaintiffs to control the litigation options of the
opposing parties that are not bound to the contract, in ongoing
lawsuits or other adversarial proceedings.

A copy of the Court's Decision and Order dated Dec. 28. 2018 is
available at https://bit.ly/2CDmTCF from Leagle.com.

                   About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.  
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for Chapter
11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam
P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal
& Manges LLP, serve as bankruptcy counsel.  Kirkland & Ellis LLP is
co-counsel.  Kurtzman Carson Consultants LLC has been engaged as
claims agent.  The Company also hired AlixPartners LLP as financial
advisor and Miller Buckfire Co. LLC, as investment bankers.  The
Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in
debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid all
creditor claims in full achieved substantial recovery for equity
holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received common
stock in both companies.

As reported by the Troubled Company Reporter on May 15, 2013,
Standard & Poor's Ratings Services said it withdrew its unsolicited
ratings on General Growth Properties Inc.'s (GGP) and GGP's
affiliate, The Rouse Company L.P. (Rouse), including the 'BB'
corporate credit ratings, the 'B' rating on GGP's $250 million
6.375% series A cumulative perpetual preferred stock, and the
ratings on issues that have been redeemed.


GIGA WATT: Committee Seeks to Hire DBS Law as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Giga Watt Inc.
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Washington to hire DBS Law as its legal counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code and will provide other legal services related to
the Debtor's Chapter 11 case.

The firm will charge these hourly fees:

        Daniel Bugbee, Esq.        $385
        Ben Ellison, Esq.          $385
        Dominique Scalia, Esq.     $315
        Paralegal                  $195

DBS Law does not and will not represent any other entity having an
adverse interest in connection with the case while employed by the
committee, according to court filings.

The firm can be reached through:

        Daniel J. Bugbee, Esq.    
        DBS Law                       
        155 NE 100th Street, Suite 205
        Seattle, WA 98125
        Office: 206.489.3802
        Direct: (206) 489-3819
        E-mail: dbugbee@lawdbs.com

                       About Giga Watt Inc.

Giga Watt Inc., a cryptocurrency mining services provider based in
East Wenatchee, Washington, 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,
is the Debtor's counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 19, 2018.  The committee tapped DBS Law
as its legal counsel.


GOODWILL INDUSTRIES: Litigation Claims to Fund Proposed Plan
------------------------------------------------------------
Goodwill Industries of Southern Nevada, Inc. filed with the U.S.
Bankruptcy Court for the District of Nevada a disclosure statement
for its chapter 11 plan of reorganization.

Class 4 under the plan consists of Allowed General Unsecured Claims
against the Debtor. Holders of Class 4 Allowed General Unsecured
Claims will receive their Pro Rata share of the Unsecured Creditor
Distribution within 30 days of the latest of: (a) the date all
proceeds are received from all Litigation Claims; (b) the
expiration of the Claims Objection Deadline, or if any Claims
Objections are pending as of that deadline, the date of the entry
of a Final Order adjudicating all remaining Claim Objections.
Creditors in Class 4 are impaired under the Plan. Holders of Class
4 Claims are entitled to vote to accept or reject the Plan.

Payments required by the Plan on and after the Effective Date will
be satisfied from: (a) the Debtor's cash generated from its
operations; provided, however, that excepting and excluding
therefrom the Donor Restricted Funds; (b) the pursuit and
liquidation of the Litigation Claims, in the reasonable discretion
of the Debtor or the Reorganized Debtor.

A copy of the Disclosure Statement is available at
https://is.gd/UTNWso from Pacermonitor.com at no charge.

     About Goodwill Industries of Southern Nevada Inc.

Founded in 1975 and headquartered in North Las Vegas, Nevada,
Goodwill of Southern Nevada -- http://www.goodwill.vegas/-- is a
registered 501(c)(3) nonprofit, accepts the communities' gifts in
the form of donated goods and sells those items to provide free job
training and placement services for unemployed locals.

In 2016, Goodwill of Southern Nevada served the job training needs
of 14,465 and directly placed 3,004 individuals into local jobs.
Goodwill also makes a significant impact on the environment through
recycling and reuse practices.  In 2016, there were 873,624
generous donors of goods who helped Goodwill divert over 26 million
pounds from its local landfills.

Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill
Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill
Clearance Center, Goodwill Select, and Goodwill Donation Center --
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
17-14398) on Aug. 11, 2017.  In the petition signed by John
Hederman, interim CEO, Goodwill Industries estimated its assets and
debt at between $10 million and $50 million.

Judge Bruce T. Beeley oversees the case.

Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the
Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott;
and Greenberg Traurig, LLP, as special counsel; Piercy Bowler
Taylor & Kern Certified Public Accountants & Business Advisors as
accountant and auditor; and FTI Consulting, Inc., as financial
advisor.


HEAVENLY COUTURE: Selling Manhattan Beach Property for $50K
-----------------------------------------------------------
Heavenly Couture, Inc., asks the U.S. Bankruptcy Court for the
Central District of California, to authorize the sale of (i)
interest and the assignment all of its rights, title, and interest
in the commercial lease for the property located at 221 Manhattan
Beach Blvd., Manhattan Beach, California to Fady Abdelmalek ; and
(ii) interest to the Buyer all of the existing fixtures located at
the Manhattan Beach Property, for $50,000.

A hearing on the Motion is set for Feb. 6, 2019 at 10:00 a.m.  

Prior to the Debtor's Chapter 11 filing, it owned and operated an
aggregate of approximately 30 retail clothing stores throughout the
United States.  Based on the unprofitability of many of these
stores, in its efforts to restructure and reorganize its
operations, prior to the petition date, the Debtor closed down
several of these stores, largely outside the State of California,
abandoning the premises and return possession to the respective
lessors.  The Debtor anticipates emerging from its Chapter 11 case
with approximately 16 locations remaining in operation

The Debtor currently holds a commercial lease for the retail
location it is operating at the Manhattan Beach Property.  The
Debtor asks through the Motion to assign all of its rights, title,
and interest to the lease location, as well as to sell the fixtures
located at that location, to a bona fide buyer through an
arms'-length transaction.  The sale involves the Debtor receiving
an infusion of capital of $50,000 upon approval by the Court of the
sale, and would further relieve the estate of the expenses related
to operating a retail establishment at that location, as well as to
excuse the estate from future obligations under the lease.

The Debtor currently has a great need for operating capital, and
the transaction contemplated will provide said capital to the
estate.  Because of the need for operating capital on behalf of the
Debtor and the estate, no over bidding is proposed and a request to
waive the 14-day stay under Federal Rules of Bankruptcy Procedure
6004(h) is requested.

The Debtor will assign all of its rights, title, and interest in
the Manhattan Beach Property to the Buyer who has agreed to the
said assignment.  The assignment will be effective 16 July 2018,
and will cover the remaining lease term between the Debtor and its
current landlord, Frederick T. Mattox, the Trustee of the Verna
Mattox Irrevocable Trust dated 12/6/2012, and include any options
to extend the lease thereafter.  The lease term for the Manhattan
Beach Property being assumed by the Buyer will run from July 16,
2018 through July 15, 2023, said dates being the remaining term on
the lease, although the lease term may be thereafter extended by
options provided for within the lease.

In addition to the rights, interest, and liabilities to the
Manhattan Beach Property lease being assigned, the Debtor will also
convey to the Buyer all of the existing fixtures located at the
Manhattan Beach Property and owned by the Debtor, but expressly
excludes the inventory at the Manhattan Beach Property and the
security deposit posted by the Debtor and currently being retained
by the landlord.

As consideration for the assignment of the lease rights and
purchase of the property as described, the Buyer will pay to the
Debtor on behalf of the estate a lump sum of $50,000 in certified
funds within five days of the entry of the order of the Court
approving the transaction described.  The Buyer will be assuming
all liabilities under the lease, so the Chapter 11 Estate will
benefit in being relieved from the obligation, in addition to
receiving the immediate infusion of cash from the sale itself.

The Chapter 11 Estate has secured the services of Conway Mackenzie,
Inc., as Financial Analysts for the estate which was approved by
this Court through order entered on Dec. 21, 2018.  Conway
Mackenzie, Inc., has reviewed the proposed transaction, and agrees
that it is in the best interests of the estate and its creditors.


The Debtor agrees that the term stated, are in the best interest of
the estate, and the Debtor is not proposing that the offer be
subject overbid.  The landlord is agreeable to the assignment, and
the Debtor anticipates that there will be no opposition to the sale
proposed.

The Debtor is informed and believes that the property is not
currently encumbered by any obligations.  There are no real estate
agents being paid a commission in regards to the selling of the
property and assignment.  Additionally, there are no anticipated
"costs" such as escrow fees anticipated regarding the transaction,
but the Debtor asks authorization to incur up to $5,000 of expenses
should such expenses arise.

Under the terms of the sale, the sale and assignment is projected
to yield no less than $45,000 in net proceeds for the estate.

Finally, the Debtor asks the Court to waive the requirement of a
stay of the order authorizing the sale of property under federal
rules of bankruptcy procedure 6004 (h) and allowing the transaction
to be final upon the entry of the order approving said transaction.


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

   http://bankrupt.com/misc/Heavenly_Couture_156_Sales.pdf

                     About Heavenly Couture

Heavenly Couture, Inc. -- https://heavenlycouture.com/ -- is a
fashion forward and innovative company providing fashion apparel
and accessories.  It is a small family-owned business that started
as a small boutique in Laguna Beach in 2006.  The company has store
locations throughout California and Florida and also serves its
customers online.

Heavenly Couture sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11756) on May 14,
2018.  In the petition signed by Jiah Ha, president, the Debtor
disclosed $613,913 in assets and $4.43 million in liabilities.
Judge Theodor Albert oversees the case.  Michael Jones, Esq., at M.
Jones and Associates, PC, serves as the Debtor's bankruptcy
counsel.

On June 5, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Fox Rothschild LLP is
the committee's legal counsel.




HFZ 90 LEXINGTON: Court Affirms Dismissal of Kessler Suit
---------------------------------------------------------
In the case, BEVERLY KESSLER, ET AL., Plaintiffs-Appellants, v. HFZ
90 LEXINGTON AVENUE OWNERS LLC, ET AL., Defendants-Respondents,
CARNEGIE PARK ASSOCIATES, L.P., ET AL., Defendants, Case No. 8043,
153085/16 (N.Y. App. Div.), the Appellate Division of the Supreme
Court of New York, First Department, unanimously affirmed, without
costs the order of Judge Saliann Scarpulla of the Supreme Court,
New York County, entered July 10, 2017, which, inter alia, granted
the HFZ Defendants' motion to dismiss the complaint as against
them.

In the putative class action against the owners and sponsors of
residential buildings that were converted to cooperatives or
condominiums, the Plaintiffs contend that they have the right to
seek non-purchaser tenant status based on their status as eligible
senior citizens or eligible disabled persons, although the offering
plans at issue were undisputedly non-eviction plans under General
Business Law Section 352-eeee(2)(c).

The Court rejects the Plaintiffs' textual arguments in light of the
structure of section 352-eeee.  Special rights for eligible senior
citizens and disabled persons are identified only in section
352-eeee(2)(d), which governs eviction plans.  Thus, it would be
contrary to rules of interpretation to apply them to non-eviction
plans.  As it has previously determined, General Business Law
Section 352-eeee(2)(d), by its terms, applies only to eviction
plans.

Nor do the emergency regulations issued by the New York State
Department of Law in November 2015 avail the Plaintiffs.  The Court
finds that the regulations support the Plaintiffs' position, but in
2016 they were expressly stated to be applicable prospectively
only.  As the offering plans at issue were accepted for filing
before the original emergency regulations were issued, the
regulations are not considered to be part of the plans.

The action is also barred by the Plaintiffs' lack of standing.  He
says it is undisputed that none of the named Plaintiffs ever
resided in any of the Defendants' buildings or had any dealings
with the Defendants with regard to any coop or condo conversion.

The Order constitutes the decision and order of the Court.

A full-text copy of the Court's Jan 8, 2019 Decision and Order is
available at https://is.gd/Un9SwV from Leagle.com.

Goldsmith & Fass, New York (Robert N. Fass of counsel), for
appellants.

Rosenberg & Estis, P.C., New York (Deborah Riegel --
driegel@rosenbergestis.com -- of counsel), for respondents.



HJH CONSULTING: Contests Creditors' Accounts Receivables Claim
--------------------------------------------------------------
The HJH Consulting Group, Inc., US Tax Recovery Partners, LLC, and
B2B Prospecting, LLC filed an amended joint disclosure statement
explaining their proposed plan of reorganization.

This latest filing provides that certain Creditors have made a
claim in this case, and that those Creditors, and each of them,
actually own, under the Franchise Agreement with the Debtors, the
accounts/contract receivables generated by each of the Creditors
during the course of this operation under the Franchise Agreements.


The Debtors are vigorously contesting and do not believe that these
Accounts/Contracts  Receivable are owned by the Creditors and are
in fact, owned by the Debtors. In the event the Creditors are
correct, that could pose a risk to the feasibility of the Debtors'
proposed Plan. Furthermore, there is a Federal Criminal
investigation against Stephen A. Canty, the  prior Chief Financial
Officer of the Debtors.  Upon information and belief,
representatives of the  Debtors believe the criminal investigation
is, or may be limited, to Mr. Canty and his activities only.

A copy of the Amended Disclosure Statement is available at
https://is.gd/NMIoDQ from Pacermonitor.com at no charge.

                      About HJH Consulting

Kerrville, Texas-based The HJH Consulting Group, Inc. d/b/a The
SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm
specializing in operating cost and expense reduction reviews.

HJH and its affiliates US Tax Recovery Partners, LLC and B2B
Prospecting, LLC filed for Chapter 11 protection (Bankr. W.D. Tex.
Lead Case No. 18-50788) on April 2, 2018.  In the petitions signed
by Harlan J. Hall, CEO, each Debtor listed assets of less than
$50,000, and liabilities ranging from $10 million to $50 million.


HUT AIRPORT LIMOUSINE: Seeks to Hire Karnes Law Offices as Counsel
------------------------------------------------------------------
HUT Airport Limousine, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to employ Karnes Law
Offices, PC as its legal counsel.

The firm will provide these services:

     a. advise HUT Airport with respect to its powers and duties as
a debtor-in-possession in the continued management and operation of
its affairs;

     b. attend meetings and negotiations;

     c. take necessary action to protect and preserve the Debtor's
estate, including the prosecution of actions on its behalf; the
defense of actions commenced against the Debtor; negotiations
concerning litigation in which the Debtor is involved, and
objections to claims filed against the estate;

     d. negotiate and prepare a plan of reorganization and all
related agreements, and take necessary actions to obtain
confirmation of the plan;

     e. represent the Debtor in connection with obtaining
financing, if any;

     f. advise the Debtor in connection with the sale of assets;
and

     i. provide other legal services in connection with the
Debtor's Chapter 11 case.

Karnes received a $25,000 retainer on October 16, 2018.  Prior to
filing the petition, the firm was paid $12,690.06 for attorney fees
and costs.  The remaining $12,309.94 remains in the firm's client
trust account.

The firm's customary hourly rates are:

     Keith Karnes               $315
     Paralegal and law clerk    $115

Keith Karnes, Esq., at Karnes Law Offices, assures the court that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Keith Karnes, Esq.
     Karnes Law Offices, PC
     PO Box 12604
     Salem, OR 97309
     Tel: (503) 385-8888
     Fax: (503) 385-8899

                   About HUT Airport Limousine

HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle
-- http://www.hutshuttle.com/-- is an airport shuttle services
company based in Albany, Oregon.  Hut Shuttle has pick-up and
drop-off service at the following locations: Albany (HUT Office),
Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO
Student Rec Center), OSU McNary Hall (West stairwell), Portland
Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western).

HUT Airport Limousine filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 18-63699) on Dec. 6, 2018.  Judge Thomas M. Renn oversees
the case.  Barnes Law Offices, PC, led by principal,  Keith D.
Karnes, is the Debtor's counsel.


INDUSTRIAL FABRICATORS: Seeks to Employ The Accounting Company
--------------------------------------------------------------
Industrial Fabricators & Installers, Inc. seeks authority from the
U.S. Bankruptcy Court of the District of Kansas to employ The
Accounting Company as its accountant to prepare its tax returns and
monthly operating reports.

The Accounting Company will charge $175 per hour for its services.

Christopher Vogel, president of The Accounting Company, disclosed
in a court filing that he and his firm are "disinterested persons"
within the meaning of section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Christopher Vogel
     The Accounting Company
     2035 E. Iron, Ste. 101
     Salina, KS 67401

            About Industrial Fabricators & Installers

Industrial Fabricators & Installers, Inc., is a privately held
company in the stainless steel fabrication industry.  The Company
offers a broad range of services centered on the custom fabrication
or modification of food handling, processing and packaging
equipment, as well as various installation services.  The Company
is headquartered in Salina, Kansas.

Industrial Fabricators & Installers filed a Chapter 11 petition
(Bankr. D. Kan. Case No. 18-22462) on Nov. 29, 2018.  In the
petition signed by Marc R. McIntire, president, the Debtor reported
total assets of $490,885 and liabilities of $1,995,929 as of the
bankruptcy filing.  Judge Robert D. Berger oversees the case.  The
Debtor tapped Erlene W. Krigel, Esq., of Krigel & Krigel, PC, as
its legal counsel; and Eric Homolka as its financial consultant.


INNOVATIVE MATTRESS: Gets Court Approval to Employ OCPs
-------------------------------------------------------
Innovative Mattress Solutions, LLC and its affiliated debtors
received approval from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to employ professionals used in the ordinary
course of business.

The ordinary course professionals are:

     1. Jackson Kelly PLLC
     2. Cahn & Samuels, LLP
     3. CT Corporation
     4. Cahill IP PLLC
     5. Kay Casto & Chaney PLLC
     6. Fisher & Phillips LLP
     7. Reminger Co., LPA
     8. Frost Brown & Todd LLC
     9. Bradley Arant Boult Cummings LLP

The Debtors will pay 100% of the post-petition fees and
disbursements to each OCP upon the submission of any appropriate
invoice. The Debtors believe that such fees and disbursements will
not exceed $2,000 per month per OCP, according to court filings.

                   About Innovative Mattress

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

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

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

The Debtors tapped Delcotto Law Group PLLC as counsel; Brown,
Edwards & Company, L.L.P. as accountant; and Conway Mackenzie, Inc.
as financial advisor.


INNOVATIVE MATTRESS: Taps Brown Edwards as Accountant
-----------------------------------------------------
Innovative Mattress Solutions, LLC and its affiliated debtors
received interim approval from the U.S. Bankruptcy Court for the
Eastern District of Kentucky to employ Brown, Edwards & Company,
L.L.P. as their accountant.

The firm will prepare tax returns for the Debtors' bankruptcy
estates; provide audit and general accounting services; oversee the
preparation of monthly operating reports; and provide information
and background necessary to prepare the schedules and finalize the
debtor-in-possession loan.

Brown Edwards will charge an hourly fee of $250.

Melissa Price, a partner at Brown Edwards, attests that her firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Melissa A. Price, CPA
     Brown, Edwards & Company, L.L.P.
     300 Chase Building, 707 Virginia Street East
     Charleston, WV 25301
     Phone: (304) 343-4188
     Email: mprice@becpas.com

                   About Innovative Mattress

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

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

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

The Debtors tapped Delcotto Law Group PLLC as counsel; Brown,
Edwards & Company, L.L.P. as accountant; and Conway Mackenzie, Inc.
as financial advisor.


INNOVATIVE MATTRESS: Taps Conway MacKenzie as Financial Advisor
---------------------------------------------------------------
Innovative Mattress Solutions, LLC and its affiliated debtors
received interim approval from the U.S. Bankruptcy Court for the
Eastern District of Kentucky to employ Conway MacKenzie, Inc. as
their financial advisor.

Conway MacKenzie will provide these services:

     a. advise the Debtors regarding their powers and duties in the
continued management and operation of their business and property;

     b. assist the Debtors in the preparation of cash collateral
and debtor-in-possession financing budgets and cash flow
forecasts;

     c. assist the Debtors with treasury management functions,
including controls over disbursements of company monies, assets or
other value;

     d. assist management and other professionals to develop and
evaluate strategic plans;

     e. assist management and other professionals with a going
concern sale process, including, obtaining and evaluating
indications of interest;

     f. assist the Debtors in meeting reporting requirements of the
bankruptcy court and the U.S. trustee;

     g. meet with and prepare presentations for creditors, lenders,
and other parties of interest;
     
     h. assist the Debtors in negotiations and dealings with
vendors and landlords;

     i. take actions to protect and preserve the Debtors' assets;

     j. assist the Debtors in the preparation of schedules,
statement of financial affairs, and monthly operating reports;

     k. assist the Debtors in analyzing claims;

     l. appear or testify before the bankruptcy court or other
courts if necessary; and

     m. perform other necessary tasks in connection with the
Debtors' cases.

The firm will provide services on an hourly basis with rates
ranging from $170 per hour for paraprofessionals to $695 per hour
for senior managing directors.

Kevin Hand, managing director of Conway MacKenzie, attests that his
firm is a "disinterested person" as defined in 11 U.S.C. Sec.
101(14).

The firm can be reached through:

     Kevin J. Hand
     Conway MacKenzie, Inc.
     401 South Old Woodward Avenue, Suite 340
     Birmingham, MI 48009
     Phone: 248-433-3100
     Fax: 248-433-3143
     Email: KHand@ConwayMacKenzie.com

                   About Innovative Mattress

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

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

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

The Debtors tapped Delcotto Law Group PLLC as counsel; Brown,
Edwards & Company, L.L.P. as accountant; and Conway Mackenzie, Inc.
as financial advisor.


INNOVATIVE MATTRESS: Taps DelCotto Law Group as Legal Counsel
-------------------------------------------------------------
Innovative Mattress Solutions, LLC and its affiliated debtors
received interim approval from the U.S. Bankruptcy Court for the
Eastern District of Kentucky to employ DelCotto Law Group PLLC as
their legal counsel.

DelCotto will provide these services:

     (a) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution or defense of actions,
negotiations concerning all litigation in which the Debtors are
involved, and objections to claims filed against the estates;

     (b) negotiate and prepare a plan of reorganization and all
related documents; and

     (c) provide other legal services in connection with the
Debtors' Chapter 11 cases.

The hourly rates for the firm's attorneys range from $200 to $500.
Paralegals charge an hourly fee of $150.  Laura Day DelCotto, Esq.,
the primary attorney who will be handling the case, charges $475
per hour.

The Debtors paid the firm $132,440 prior to their bankruptcy
filing.  DelCotto Law Group currently holds $13,776.80 as retainer.


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

The firm can be reached through:

     Laura Day DelCotto, Esq.
     DelCotto Law Group PLLC
     200 North Upper Street
     Lexington, KY 40507
     Tel: (859) 231-5800
     Fax: (859) 281-1179
     Email: ldelcotto@dlgfirm.com

                    About Innovative Mattress

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

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

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

The Debtors tapped Delcotto Law Group PLLC as counsel; Brown,
Edwards & Company, L.L.P. as accountant; and Conway Mackenzie, Inc.
as financial advisor.


INPIXON: Sabby Volatility Has 6.34% Stake as of Jan. 17
-------------------------------------------------------
Sabby Volatility Warrant Master Fund, Ltd. disclosed in a Schedule
13G filed with the Securities and Exchange Commission that as of
Jan. 17, 2019, it beneficially owns 254,696 shares of Inpixon's
common stock, representing approximately 6.34% of the Common Stock
outstanding.  Sabby Management, LLC and Hal Mintz each beneficially
own 254,696 shares of the Common Stock, representing approximately
6.34% of the Common Stock.  Sabby Management, LLC and Hal Mintz do
not directly own any shares of Common Stock, but each indirectly
owns 254,696 shares of Common Stock.  Sabby Management, LLC, a
Delaware limited liability company, indirectly owns 254,696 shares
of Common Stock because it serves as the investment manager of
Sabby Volatility Warrant Master Fund, Ltd.  Mr. Mintz indirectly
owns 254,696 shares of Common Stock in his capacity as manager of
Sabby Management, LLC.  A full-text copy of the regulatory filing
is available at no charge at:

                      https://is.gd/tNiHr0

                         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).


INTEGRAL 2545: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Integral 2545 Stowell, LLC
        1437 N. Prospect Avenue, Suite 100
        Milwaukee, WI 53202-3053

Business Description: Integral 2545 Stowell is a Single Asset Real
                      Estate Debtor (as defined in 11 U.S.C.
                      Section 101 (51B)).

Chapter 11 Petition Date: January 22, 2019

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Case No.: 19-20553

Judge: Hon. Michael G. Halfenger

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  LAW OFFICES OF JONATHAN V. GOODMAN
                  788 North Jefferson Street, Suite 707
                  Milwaukee, WI 53202-3739
                  Tel: 414-276-6760
                  Fax: 414-287-1199
                  E-mail: jgoodman@ameritech.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Donald J. Gral, member of manager.

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

         http://bankrupt.com/misc/wieb19-20553.pdf


JEFFERSON PARISH HOSPITAL: S&P Cuts Series 2011 Bonds Rating to 'B'
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Jefferson Parish
Hospital Service District No. 2, La.'s series 2011 hospital revenue
and refunding bonds, issued for East Jefferson General Hospital
(EJGH), to 'B' from 'B+'. The outlook is negative.

"The downgrade and negative outlook reflect our opinion of EJGH's
continued operational challenges and unsustainable financial
trajectory, exemplified by multi-year operating losses and negative
cash flow," said S&P Global Ratings credit analyst Patrick Zagar.
EJGH posted a $27.8 million operating loss in fiscal 2017,
generating 0.6x maximum annual debt service coverage and creating
an event of default under the bond indenture with coverage less
than 1.0x. Through 11 months of fiscal 2018, operating losses have
widened and are expected to increase based on management's 2019
operating budget. Hospital leadership attributes these challenges
to industry pressures, payor-mix deterioration, and significant
volume declines due to its highly competitive market with other
well-regarded and well-capitalized health systems.

EJGH is a 407-staffed-bed acute care hospital in Metairie, La.,
about six miles west of New Orleans, primarily serving the east
bank of Jefferson Parish. EJGH is a hospital service district that
is a government-owned and component unit of Jefferson Parish.

The negative outlook reflects S&P's view of EJGH's mounting
operational challenges and inability to generate cash flow, with no
improvement expected in the near term. Potential acceleration risk
for the 2011 bonds, lack of a substantial contingency plan should
partnership talks fall through, and the expected stress on the
hospital's currently stable unrestricted reserves all support the
negative outlook.

Given EJGH's cash position is currently a credit strength, any
erosion of unrestricted reserves would pressure the rating. Over
the next year, a lower rating is also likely if EJGH is unable to
secure a partner and move towards sustainable financial and
clinical operations. S&P said, "Furthermore, if we view
acceleration or bankruptcy risk as increasingly probable, we could
lower the rating. Based on the occurrence and magnitude of these
risks, we could consider a multi-notch downgrade at our next
review."

S&P said, "We could revise the outlook to a stable if EJGH reduces
operating losses such that coverage returns to levels that comply
with financial covenants, with unrestricted-reserve metrics at or
above current levels. We could also revise the outlook to stable if
EJGH consummates a partnership deal, which we view as a credit
positive, but we would first need to see improvement in the
hospital's performance. Depending on the final structure of an
affiliation, we could see upward rating action as a result of
explicit or implicit credit support from the partner, such as a
guarantee or through our group rating methodology criteria."



JOHN L. JONKMAN: Trial Court Ruling in Favor of D. Miller Reversed
------------------------------------------------------------------
In the appeals case captioned DANIEL K. MILLER, Plaintiff and
Respondent, v. JOHN L. JONKMAN, Defendant and Appellant, No.
G054959 (Cal. App.), the Court of Appeals of California reversed
the trial court's judgment in favor Plaintiff.

Plaintiff Daniel K. Miller's father, Donald, and defendant John L.
Jonkman were partners in storage business. The business leased the
land it operated on, and each partner had an equal share of the
leasehold estate. However, record title to the leasehold estate was
solely in Donald's name. After Donald passed away, his share of the
business and leasehold estate was split evenly between plaintiff
and his sister Lona Gray. In June 2007, defendant agreed to
purchase plaintiff's interest in the business and leasehold estate.
He promised to pay on a $575,000 promissory note by a certain date,
and to pay monthly interest-only payments in the interim. Defendant
made the monthly interest-only payments until October 2013, and
never repaid the principal. Subsequently, plaintiff sued defendant
for breach of the promissory note.

Following a bench trial, the trial court ruled in favor of
plaintiff and against defendant. It determined that certain
contractual provisions deferring the date payments were due on the
promissory note had expired in August 2007. Alternatively, it found
that defendant had waived these deferral provisions.

Defendant contends the trial court misinterpreted the deferral
provisions. He further contends there was no waiver.  The Court
agrees. The Court finds that the deferral provisions did not expire
in August 2007. In addition, the undisputed evidence does not show
waiver.

The trial court determined that any rights conferred by Section 6.0
of the agreement are limited to the exclusive remedy of rescission
set forth under Section 9.0 of the agreement. The Court disagrees.
Defendant's obligations to pay on the Note are defined in the Note.
Under paragraphs 1, 2 and 4, the deferral of payments is
conditioned on plaintiff's compliance with Section 6.0 of the
agreement. In contrast, the contractual right to rescission under
Section 9.0 of the agreement is referenced in paragraph 6 of the
Note in connection with defendant's right to cancel the Note. This
contractual right to cancel is separate and distinct from
defendant's obligations to pay on the Note.

The finding of waiver was based on defendant's failure to make
written demands for performance, his making monthly interest-only
payments for six years, and his admitting in federal bankruptcy
court that plaintiff's claim was uncontested. However, defendant's
uncontradicted testimony at trial was that he was not aware
plaintiff had not complied with Section 6.0 of the Agreement until
December 2015. Thus, before that date, defendant believed the Note
was valid and his payment obligations had started. Defendant's
failure to make written demands for performance before that date,
his monthly interest-only payments until October 2013, and his
affirmance of the Note in federal bankruptcy court in March 2015
were based on that belief, and do not demonstrate waiver. It was
not reasonable to infer from defendant's conduct that he knowingly
waived his right to delay the payments under paragraphs 1, 2 and 4
of the Note. In short, substantial evidence does not support the
trial court's finding of waiver. Accordingly, the trial court's
judgment against defendant must be reversed.

A copy of the Court's Opinion dated Dec. 27, 2018 is available at
https://bit.ly/2RYmNzu from Leagle.com.

Ascher & Associates, Ralph Ascher, and Richard Vergel de Dios for
Defendant and Appellant.

Stephen Thomas Erb, and Stephen T. Erb for Plaintiff and
Respondent.


KENNETH SIMS: Riccio Buying Virginia Beach Property for $400K
-------------------------------------------------------------
Kenneth R. Sims and Joan M. Sims ask the U.S. Bankruptcy Court for
the Eastern District of Virginia to authorize the sale of ownership
interests in K&J Properties of Virginia, LLC, which owns the
property known commonly as 3333 Whippoorwill Pt., Virginia Beach,
Virginia, to Kevin Riccio for $400,000.

At this time, all other businesses of the Debtors have closed and
although they hold real estate valued substantially more than their
total debt, their only income is generated from social security and
earned income from Custom Stone Co., Inc.  The Debtors' combined
monthly income is approximately $3,600.  Their Plan is funded
entirely from the sale of the real estate, on a schedule set forth
in a stipulation entered into with Union Bank.

In accordance with the Stipulation filed with the Court on May 18,
2018 by and between Xenith Bank, and now known as Union Bankshares
Corp. as successor by merger with Xenith Bank and Kenneth R. Sims
and Joan M. Sims, the real property was to be sold under the terms
as follows:  The Whippoorwill property must be sold no later than
Jan. 1, 2019, or it will be sold by a third party auctioneer.  The
auctioneer and terms of a commercially reasonable sale will be set
by Xenith Bank.  After paying the costs of sale and closing costs,
and paying the first mortgage in favor of Towne Bank, all net
proceeds will be remitted to Xenith Bank.

Although the real property and any proceeds are not technically
property of the estate, the Debtors have stipulated to the use of
the proceeds as set forth in the Stipulation Agreement.   The
Debtors propose to sell the real estate and distribute the proceeds
to the estate to pay creditors.

K&J has agreed to sell the property pursuant to the attached
contract for the sum of $400,000.  The property is subject to a
lien to benefit Towne Bank in the approximate sum of $133,000.

The proposed Purchaser, while not technically an "insider," such
purchaser is well known to the Debtors, and maintains a close
relationship with the Debtors.  The Buyer and the Debtors do not
have a business relationship and have no side deal regarding the
property.

The property is assessed for tax purposes by the City of Virginia
Beach for $645,000. The property has been listed for sale by the
Debtors for approximately $800,000 with regular price reductions as
recommended by listing agents over a period of approximately 18
months.  

The Debtors received an arms-length proposed contract for $600,000
in October 2018 which was subsequently withdrawn due to maintenance
and renovation estimates.  They subsequently offered a reduction in
purchase price to account for the needed repairs and modernizations
as set forth in the Dec. 19, 2018 proposal of Integrity
Builders, Inc.  In addition to the noted repairs, the Debtors
believe that the reduction in sales price was appropriate.

The Debtors pray that the Court enters its Order (i) authorizing
the sale; and (ii) directing that upon final approval of the sale
and closing, and after the payment of the first deed of trust and
the ordinary costs of closing including but not limited to payment
of closing attorney costs, recording costs and the real estate
agent commission, the proceeds of the sale be retained for
distribution upon further Order of the Court.  

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

   http://bankrupt.com/misc/Kenneth_Sims_63_Sales.pdf

Counsel for the Debtors:

          W. Greer McCreedy, II, Esq.
          THE MCCREEDY LAW GROUP, PLLC
          413 West York Street
          Norfolk, VA 23510
          Telephone: (757) 233-0045
          Facsimile: (757) 233-7661
          E-mail: mccreedy@mccreedylaw.com  

Kenneth R. Sims and Joan M. Sims sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 17-73384) on Sept. 20, 2017.  The Debtor
tapped W. Greer McCreedy, II, Esq., at The McCreedy aw Group, PLLC,
as counsel.


KINGS AUTO: Seeks to Hire Allen & Associates as Co-Counsel
----------------------------------------------------------
Kings Auto Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Allen & Associates, The
Law Office of Daniel L. Allen, LLC.

Allen will serve as co-counsel with Dvorak Law, Chartered, another
firm tapped by the Debtor to represent it in its Chapter 11 case.

Daniel Allen, Esq., the attorney who will be providing the
services, charges an hourly fee of $250.

The firm does not represent any interest adverse to the Debtor and
its bankruptcy estate, according to court filings.

The firm can be reached through:

     Daniel L. Allen, Esq.
     Allen & Associates
     The Law Office of Daniel L. Allen, LLC
     308 E. 21st Avenue
     North Kansas City, MO 64116

                     About Kings Auto Service

Kings Auto Services, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 18-21136) on June 4,
2018.  In the petition signed by Timothy S. King, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $50,000.  The Debtor tapped Dvorak Law, Chartered, as its
legal counsel.


KINGS REAL ESTATE: Seeks to Hire Allen & Associates as Co-Counsel
-----------------------------------------------------------------
Kings Real Estate, LC, seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Allen & Associates, The
Law Office of Daniel L. Allen, LLC.

Allen will serve as co-counsel with Dvorak Law, Chartered, another
firm tapped by the Debtor to represent it in its Chapter 11 case.

Daniel Allen, Esq., the attorney who will be providing the
services, charges an hourly fee of $250.

The firm does not represent any interest adverse to the Debtor and
its bankruptcy estate, according to court filings.

The firm can be reached through:

     Daniel L. Allen, Esq.
     Allen & Associates
     The Law Office of Daniel L. Allen, LLC
     308 E. 21st Avenue
     North Kansas City, MO 64116

                      About Kings Real Estate

Kings Real Estate, L.C., owns two auto repair service buildings,
located in Overland Park, Kansas.  

Lift Line Partners LLC, a creditor, initiated proceedings against
the sole asset of the Debtor.

Kings Real Estate, L.C., a single asset or single project debtor,
filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No.
18-22054) on Oct. 2, 2018.  The Debtor hired Dvorak Law, Chartered,
as counsel, and Allen & Associates, The Law Office of Daniel L.
Allen, LLC, as co-counsel.




LAYFIELD & BARRETT: Trustee Selling Park City Property for $399K
----------------------------------------------------------------
Richard Pachulski, the Chapter 11 trustee for Layfield & Barrett,
APC, asks the U.S. Bankruptcy Court for the Central District of
California to authorize the sale of the real property commonly
known as Unit 200 of Toll Creek Village 2 (Parcel No. TCVC-2-200),
an office condominium located at 2720 Homestead Road, Park City,
Utah, to Sterling Holdings, LLC or its assign for $399,000.

A hearing on the Motion is set for Feb. 5, 2019 at 2:00 p.m.

The Trustee is asking authority to sell one of three Office Suites.
Through fraudulent transfer litigation commenced in the Court, the
Trustee recovered the Office Suites and a storage unit that
previously were transferred by Philip Layfield, the Debtor's former
principal, from the Debtor to an entity under his control.   After
being marketed by the Trustee's broker over the past four months,
the Trustee has accepted an offer to purchase Suite 200, subject to
approval by the Court.

On Nov. 21, 2017, Wells Fargo Bank, National Association ("WFB"),
filed motions for relief from the automatic stay with respect to
the Office Suites , including the Property, as well as another
property located in Arizona .  In the WFB RFS Motion, WFB asserted
a total claim against the Property of $287,632, another encumbrance
on the Property arising from condominium association fees in the
amount of $2,116, and a fair market value of $385,000.00.  The
hearing regarding the WFB RFS Motion has been continued from time
to time and currently is set to be heard on Feb. 5, 2019, at 2:00
p.m., the same date and time as the hearing regarding the Motion.

On April 7, 2017, Layfield, in his stated capacity as President of
L&B, executed quitclaim deeds transferring the title to the Office
Suites to Layfield V, LLC, an entity owned by Layfield.  On Feb.
22, 2018, in order to avoid the Transfers and recover the Office
Suites for the benefit of the Estate, the Trustee filed a complaint
in this Court for the avoidance of fraudulent transfers and unjust
enrichment against Layfield and Layfield V, commencing an adversary
proceeding bearing adversary number 2:18-ap-01050-NB.  

The Defendants failed to respond to the Adversary Proceeding.  The
Chapter 11 Trustee then requested an entry of default against each
of the Defendants.   On March 29, 2018, the Clerk of the Court
entered defaults against both the Defendants.  On May 1, 2018, the
Plaintiff filed a Motion for Default Judgment Under LBR 7055-1
against Layfield and Layfield V.  On May 25, 2018, the Court
granted the Default Judgment Motion and entered a default judgment
against both thr Defendants, and in favor of the Plaintiff in the
Adversary Proceeding, resulting in the avoidance of the Transfers
and the re-vesting of the Property in L&B's bankruptcy estate.

In order to market the Office Suites, KW Park City Keller Williams
Real Estate listed them on the predominant listing platforms for
the Park City, Utah, commercial market (Park City MLS;
UtahRealEstate.com) as well as CoStar' national commercial listing
service, provided tours of the premises, and, to date, has
interacted substantively with approximately a dozen prospective
buyers and/or their agents regarding the potential sale of one or
more of the Office Suites (and the Storage Unit).

As a result of KW's marketing of the Property, on Jan. 7, 2019, the
Trustee and the Buyer entered into a Real Estate Purchase Contract,
as amended by addenda numbered 1 and 2.  Among other terms, the
Contract provides for the sale of the Property to the Buyer for a
purchase price of $399,000, subject to higher and better bids
through and including the hearing to approve the sale.  The
Property will be sold "as is, where is, with all faults," and
without warranty or recourse, but free and clear of any and all
liens, claims, and interests.

To the extent that the Trustee receives additional bids for the
Property (which may or may not include bids for the other Office
Suites and the Storage Unit), the Trustee proposes the the Overbid
Procedures to allow for overbids prior to the Court's approval of
the sale of the Property to ensure that the Property is sold for
the best possible price.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Feb. 5, 2019 at 2:00 p.m.

     b. Initial Bid: $420,000

     c. Deposit: $42,000

     d. At the hearing regarding the Motion, only the Buyer (who is
deemed to be a Qualified Bidder) and any other party who is
determined to be a Qualified Bidder will be entitled to bid.  The
Trustee, in consultation with his professionals, in his sole and
absolute discretion, will (a) determine whether a bidder is a
Qualified Bidder; and (b) select the initial bid from which
competitive bidding by Qualified Bidders will begin (which initial
bid may be an Overbid for Office Suites in addition to the Property
and/or for the Storage Unit).  

     e. Bid Increments: $5,000

     f. At the hearing on the Motion and upon conclusion of the
bidding process, the Trustee will decide, subject to Court
approval, which of the bids is the best bid, and such bid will be
deemed to be the Successful Bid.  The Qualified Bidder who is
accepted by the Trustee as the successful bidder must (a) within 48
hours of conclusion of the bidding process, pay a non-refundable
supplemental deposit to the Trustee so that the sum of the
Successful Bidder’s (x) Initial Overbid Deposit and (y)
Supplemental Deposit will be equal to 20% of the amount of the
Successful Bid; and (b) pay all amounts reflected in the Successful
Bid in cash at the closing of the sale.  At the hearing on the
Motion, and upon conclusion of the bidding process, the Trustee
also may acknowledge a back-up bidder.

The Trustee asks authority to pay, through escrow, from the
proceeds of the sale transactions described herein and without
further order of the Court, any escrow fees, title insurance
premiums and other ordinary and typical closing costs and expenses
payable by the Trustee pursuant to the Contract or in accordance
with local custom.

The Trustee's goal is to efficiently administer the Estate for the
benefit of creditors.  An expedient conclusion to the sale process
will inure to the benefit of the Estate and its creditors by
limiting any continuing liabilities associated with the Property.
Waiver of Bankruptcy Rule 6004(h) will permit the sale
transaction(s) described to take place as early as possible under
the circumstances.

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

    http://bankrupt.com/misc/Layfield_&_Barrett_391_Sales.pdf

                     About Layfield & Barrett

On Aug. 3, 2017, certain creditors of Layfield & Barrett, APC,
filed an involuntary petition for relief under chapter 7 of the
Bankruptcy Code against L&B, commencing the above-captioned
bankruptcy case.  The petitioning creditors are The Dominguez Firm,
a law firm that previously has referred matters to the Debtor, and
Mario Lara, Nayazi Reyes and Maria A. Rios, each a former client of
the Debtor.

That same day, on Aug. 3, 2017, the Petitioning Creditors filed an
emergency Motion for appointment of an interim trustee, asserting,
among other allegations, that "[s]ettlement proceeds have not been
distributed and may no longer exist, vendors and other creditors
have not been paid and clients are effectively unrepresented in
some 80 pending cases."

In response, the Debtor filed a motion to convert the case to a
case under Chapter 11 of the Bankruptcy Code on Aug. 8, 2017.  

The Court entered orders granting the Conversion Motion, and
denying the Trustee Motion.

On Aug. 16, 2017, the Debtor, Petitioning Creditors, and secured
creditor, Advocate Capital, Inc., entered into a Stipulation for
the Appointment of a Chapter 11 Trustee

On Aug. 21, 2017, Richard M. Pachulski was appointed as Chapter 11
Trustee.

Havkin & Shrago, Attorneys at Law, is the Debtor's counsel.

PACHULSKI STANG ZIEHL & JONES LLP, led by Debra I. Grassgreen and
Malhar S. Pagay, is the Trustee's counsel.


LBI MEDIA: Junior Noteholder's Group Position on Plan Disclosed
---------------------------------------------------------------
LBI Media, Inc. and its affiliates filed a joint disclosure
statement in connection with their second amended joint chapter 11
plan of reorganization dated Jan. 15, 2019.

The latest plan provides that on Jan. 15, 2019, the Debtors
executed a restructuring support agreement with Cowen and Company,
LLC, holders of approximately 100% of the outstanding Intermediate
HoldCo Unsecured Notes pursuant to which Cowen has agreed to
support the Restructuring and Plan.

The plan also incorporates s summary of the Junior Noteholder
Group's and the HoldCo Unsecured Noteholders' Position. The Junior
Noteholder Group, purported holders of approximately 94% of the
Second Lien Notes, and the HoldCo Unsecured Noteholders (consisting
entirely of certain members or affiliates of members of the Junior
Noteholder Group) do not support the Plan.

The Junior Noteholder Group and HoldCo Unsecured Noteholders
believe that (i) the Plan is proceeding on an accelerated
timetable, is flawed, and cannot be confirmed until there is a full
investigation of, and prosecution of, the First Lien Financing
Transaction, and (ii) Mr. Liberman caused LBI to create claims in
favor of HPS for no value while it was demonstrably insolvent and,
in return, HPS agreed to support a restructuring of LBI that keeps
Mr. Liberman at its helm. The Junior Noteholder Group believes it
went from getting substantially all of the equity of LBI to getting
nothing, unless its members agree to give over broad releases,
satisfy newly created senior claims, and support the Plan. The
Junior Noteholder Group has communicated that it intends to seek
standing to bring certain claims in the very near term. As such,
the Junior Noteholder Group and HoldCo Unsecured Noteholders
recommend that creditors vote to reject the Plan.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/deb18-12655-326.pdf

                    About LBI Media

Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.

LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018.  

In the petition signed by CFO Brian Kei, the Debtors reported total
assets of $238.7 million and total liabilities of $532.9 million as
of June 30, 2018.

Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP
serve as counsel to the Debtors.  Guggenheim Securities LLC has
been tapped as investment banker, Alvarez & Marsal North America
LLC as financial advisor, and Epiq Corporate Restructuring LLC as
claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of LBI Media, Inc. and its
affiliates.  The Committee tapped Squire Patton Boggs (US) LLP as
lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers LLC
as financial advisor.


LONG BLOCKCHAIN: Inks 2nd Amended Loan Agreement with Lender
------------------------------------------------------------
Long Blockchain Corp. and Court Cavendish Ltd., the lender under
the Company's existing credit facility ("Facility"), entered into a
Second Amended and Restated Loan and Option Agreement for the
Facility on Jan. 18, 2019.  The Company previously borrowed $3
million under the Facility, of which $2,250,000 of principal (plus
accrued interest) was outstanding as of immediately prior to entry
into the Restated Agreement, and $750,000 of principal (plus
accrued interest) had been converted into shares of the Company's
common stock at a price of $3.00 per share under the terms of the
Facility as in effect at the time of such conversion.  Upon entry
into the Restated Agreement, $1,550,000 of principal plus all
accrued interest was converted into 12,723,382 shares of the
Company's common stock, such that the average price for all shares
issued under the Facility (including the prior conversion and
certain fees previously paid in shares of the Company's common
stock) was $0.20 per share.  In addition, the Company paid $40,000
to the Lender to cover the costs of the negotiation and execution
of the Restated Agreement, which amount was added to the principal
outstanding under the Facility, for an aggregate of $740,000
outstanding under the Facility immediately after entry into the
Restated Agreement.

The Lender is not required to make any further extensions of credit
under the Facility.  Interest on the principal under the Facility
will continue to accrue monthly at the rate of 12.5% per annum and
will be payable quarterly in cash or common stock valued at $0.20
per share, at the Company's election.  The Facility will mature on
Dec. 21, 2019.  On the Maturity Date, all principal and any accrued
but unpaid interest will be due and payable in cash or in shares of
common stock valued at $0.20 per share, at the Lender's election.
The Lender also has the option, exercisable at any time prior to
the Maturity Date, to have any principal and interest then
outstanding converted into common stock at a price of $0.20 per
share.  The Company may prepay the amounts outstanding under the
Facility at any time without premium or penalty.  The Company
granted to the Lender a security interest in all of its assets in
order to secure its obligations under the Facility, pursuant to a
security agreement with the Lender dated Jan. 18, 2019.

The Company will amend and restate the warrants previously issued
to the Lender in connection with the Facility, such that the Prior
Warrants will have a term of four years and will have an exercise
price of $0.20 per share.  Within 15 business days of obtaining the
stockholder approval, the Company also will issue to certain of its
key officers and consultants new four-year warrants to purchase
3,000,000 shares of the Company's common stock at an exercise price
of $0.25 per share, including New Warrants to purchase 2,000,000
shares to Andy Shape, the Company's chief executive officer.  The
Lender requested that the Restated Agreement include provision for
the New Warrants in order to ensure the interests of the recipients
were aligned with those of the Lender.

In addition, pursuant to the Restated Agreement:

   * The Company will take all action necessary to increase the
     Company's authorized shares of common stock to allow the
     Company to issue the maximum number of shares of its common
     stock into which the Loans and Warrants are then convertible
     or exercisable, including, in connection with any annual or
     special meeting of stockholders of the Company after the date

     hereof, if necessary, using its best efforts to obtain the
     approval of the Company's stockholders.

   * For so long as any Loans are outstanding or the Lender or its

     affiliates or transferees holds at least 25% of the Company's
     outstanding common stock, the Lender has the right to
     designate two members of the Company's board of directors.  
     If the Lender owns in excess of the 50% of the Company's
     common stock, the Lender has the right to designate three
     members of the Company's board of directors.  Upon the
     earlier of April 1, 2019 and the consummation of a spin out
     or other disposition of the Company's beverage business, the
     Company's board of directors shall be reduced to five
     members.

   * For so long as the Loans are outstanding or the Minimum
     Holding Condition is met, the Lender has a right of first
     refusal in any future sale of capital stock or securities
     exchangeable, convertible or exercisable for capital stock of

     the Company for cash, subject to certain exceptions.

   * The Company agreed to use its commercially reasonable best
     efforts to have a registration statement registering the
     resale of all of the shares of the Company's common stock
     issuable upon conversion of the Loans as soon as reasonably
     practical.

   * If the Company disposes of its beverage business for cash, or

     sells shares of its stock or any common stock equivalents for

     cash (subject to certain exceptions), in either case prior to

     the Maturity Date, the Company will use 25% of the cash
     proceeds to repay all or a portion of the principal and
     accrued interest owed by the Company to the Lender at such
     time.

The Restated Agreement contains customary representations and
warrants and affirmative and negative covenants, including
covenants that, subject to certain exceptions, restrict the
Company's ability to, among other things, sell additional shares of
common stock, create debt securities and engage in certain
corporate transactions.  Certain of the negative covenants apply
for so long as the Minimum Holding Condition is met.  The Restated
Agreements provides for customary events of default, including,
among other things, certain change of control transactions, failure
to obtain the stockholder approval by April 1, 2019 and failure to
file the registration statement by May 14, 2019.  Upon the
occurrence of an event of default, at the option of the Lender, all
principal and interest under the Facility will become immediately
due and payable.

        Terminates Contribution Agreement with SBL

As previously announced, on March 19, 2018, the Company entered
into a contribution and exchange agreement with SBL Holdings
Limited (formerly Stater Blockchain Limited), pursuant to which (a)
SBL (i) issued to the Company 99 ordinary voting shares equal to
9.9% of the outstanding capital stock of SBL on a fully diluted
basis as of the date of the Agreement, (ii) granted the Company the
right to appoint one director of SBL so long as the Company holds
at least 9.9% of the SBL Shares then outstanding, and (iii) agreed
to vote its Company Common Stock in favor of a contemplated spin
off of the Company's beverage business, and (b) the Company (i)
issued to SBL 1,135,435 shares of the Company's common stock equal
to 9.9% of the outstanding capital stock of the Company as of the
date of the Contribution Agreement and (ii) appointed Ramy Soliman,
SBL's Chief Executive Officer, to serve as a member of the
Company's board of directors.

On Jan. 15, 2019, the Company and SBL entered into a separation and
mutual release agreement, pursuant to which the parties mutually
terminated the Contribution Agreement effective as of Jan. 14,
2019.  Pursuant to the Separation Agreement, SBL will cancel and/or
redeem the SBL Shares issued to the Company under the Contribution
Agreement and the Company will cancel and/or redeem the Company
Common Stock issued to SBL under the Contribution Agreement.  The
parties agreed to release each other from claims and liabilities
arising out of or relating to the Contribution Agreement or the
transactions contemplated therein or thereby.  As previously
announced, SBL's nominee to the Board, Ramy Soliman, resigned from
the Board and from each committee on which he served, effective
Dec. 3, 2018.

                  About Long Blockchain Corp.

Headquartered in Hicksville, New York, Long Blockchain Corp. --
http://www.longblockchain.com/-- is focused on developing and
investing in globally scalable blockchain-based financial
technology solutions.  It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long-term value for its shareholders and the global community by
investing in and developing businesses that are "on-chain".
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities.  Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand 'The Original
Long Island Brand Iced Tea'.

Long Blockchain incurred a net loss of $15.21 million in 2017 and a
net loss of $10.44 million in 2016.  As of June 30, 2018, Long
Blockchain had $11.28 million in total assets, $3.68 million in
total liabilities, and $7.59 million in total stockholders'
equity.

Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has 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.


LONG-DEI LIU: Disbursing Agent's $850K Sale of Orange Property OK'd
-------------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California authorized Wesley H. Avery, the duly
appointed post-confirmation Disbursing Agent for the bankruptcy
estate of Long Dei-Liu, to sell the real property located at 2628
E. Denise Avenue, Orange, California to the Debtor and his wife,
Shu-Shen Liu, for $675,000 cash, plus the Debtor's waiver of his
$175,000 homestead exemption.

The third and final hearing on the Motion was held on Dec. 12, 2018
at 10:00 a.m.

The sale is outside the ordinary course of business, as-is and
where-is, and free and clear of any and all claims and interest.

After entry of the Order and upon receipt of the Cash
Consideration, (a) escrow will pay all customary costs of sale
including brokerage commissions and release the net proceeds of the
Cash Consideration to the Disbursing Agent which funds will be the
non-exempt property of the bankruptcy estate; (b) escrow will not
pay any liens or creditors; and (c) upon escrow releasing the
proceeds of the Cash Consideration to the Disbursing Agent after
payment of the charges listed, the Property will revest in the
Buyers without the need for execution or recording of any deed.
Upon closing, escrow will record a certified copy of the Order.

If the Buyers do not deposit the Cash Consideration in escrow
within 60 days after entry of the Order:   

     a. the Disbursing Agent is authorized to sell the Property to
Judgment Creditors, for the sum of $50,000 in cash plus an $800,000
reduction in the amount of their claim; and

     b. the Disbursing Agent will pay the Debtor his homestead
exemption of $175,000 within 14 days after close of escrow to
Judgment Creditors.

If the Buyers timely fund and close escrow, any requirement
relating to or associated with the reinvestment or use of the
homestead exemption is deemed satisfied.  

                       About Long-Dei Liu

Orange, Calif.-based Long-Dei Liu, MD, is a single practitioner who
has practiced obstetrics and gynecology since 1981.  Long-Dei Liu
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case
No. 16-11588).  Judge Theodor Albert oversees the case.  Constance
Doyle was appointed patient care ombudsman for the Debtor.

On Oct. 16, 2018, the Court confirmed the plan of reorganization
proposed by judgment creditor, Yuanda Hong.


MAREMONT CORP: Meritor Unit Files to Deal With Asbestos Claims
--------------------------------------------------------------
Meritor, Inc. (NYSE: MTOR) on Jan. 22, 2019, said that Maremont
Corporation, a non-operating subsidiary of Meritor, and Maremont's
three wholly-owned, non-operating subsidiaries, Maremont Exhaust
Products, Inc., AVM, Inc., and Former Ride Control Operating
Company, Inc., have filed cases under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

The Debtors will seek to implement their Joint Pre-Packaged Plan of
Reorganization through the Chapter 11 Cases. Prior to the filing,
holders of asbestos claims -- the only voting class pursuant to the
Plan -- that voted on the Plan voted unanimously to accept the
Plan.  

Meritor and its other non-Debtor subsidiaries are not part of the
Chapter 11 filing and will continue to operate as usual, but will
receive certain releases and other protections under the terms of
the Plan.

Jay Craig, CEO and president of Meritor, commented, "Meritor's
business operations, employees and customers are not impacted by
today's action by our non-operating subsidiary, Maremont.  Through
this process, Maremont is seeking a constructive and equitable
resolution for claimants by establishing a trust that will treat
all individuals fairly and consistently while definitively
addressing its historical asbestos-related liabilities.  Meritor's
financial position is strong and we remain focused on serving our
customers, driving operational excellence and achieving our
business objectives."

Among other things, the Plan is intended to permanently resolve all
current and future asbestos claims related to Maremont's historical
asbestos-related activities through the creation of a trust
pursuant to Section 524(g) of the U.S. Bankruptcy Code.  If the
Plan is confirmed by the bankruptcy court and approved by the
district court and all other actions necessary to implement the
Plan are completed, Maremont will fund a 524(g) trust to address
its current and future asbestos claims and permanently enjoin any
future lawsuits related to such claims against, among others,
Meritor and its non-Debtor subsidiaries, and channel all such
claims and demands to the 524(g) trust.

Certain key terms of the Plan are as follows:

   * Funding for the 524(g) trust will consist of a $28 million
contribution by Meritor, together with a contribution of Maremont's
remaining assets, including approximately $21 million in cash and
intercompany loan receivables less certain amounts needed to pay
for the administrative costs of the Chapter 11 Cases, as well as
its remaining insurance assets;

   * An injunction that permanently protects the reorganized
Debtors, Meritor and its subsidiaries, and certain of their related
representatives from current and future claims stemming from
Maremont's historical asbestos activities;

   * All claims other than asbestos claims against Maremont and its
subsidiary debtors will be paid in full or reinstated; and

   * Meritor's equity interests in Maremont will be cancelled. The
524(g) trust will own 100% of the equity interests in reorganized
Maremont.

                       Asbestos Litigation

Maremont, a non-operating subsidiary of Meritor, manufactured
certain friction products containing asbestos from 1953 through
1977, when it sold its friction product business, and one of its
subsidiaries manufactured certain exhaust products containing
asbestos from 1954 to 1978, when it ceased using asbestos in such
products. Arvin Industries, Inc., a predecessor of Meritor,
acquired Maremont in 1986. Maremont and many other companies are
defendants in suits brought by individuals claiming personal
injuries as a result of exposure to asbestos-containing products.

As previously announced, on December 4, 2018, Maremont and its
subsidiaries initiated a process to equitably and permanently
resolve all asbestos liabilities related to the historic
manufacturing activities of Maremont and its subsidiaries by
soliciting votes from asbestos claimants. The deadline to submit
ballots was January 18, 2019.  One hundred percent (100%) of
holders of current asbestos claims against Maremont that voted on
the Plan voted in favor of the Plan. There were approximately 1,900
and 2,800 active asbestos-related lawsuits against Maremont and its
subsidiary Maremont Exhaust Products, Inc. as of December 31, 2018
and December 31, 2017, respectively. Maremont believes that
establishing a 524(g) trust will ensure an equitable and permanent
resolution to all current and future asbestos claims related to
Maremont asbestos products.

Additional information regarding Maremont and the Section 524(g)
process is available at www.donlinrecano.com/maremontch11. Court
filings and information about Maremont's Plan are available at
www.donlinrecano.com/maremontch11 or by calling Maremont's claims
and noticing agent, Donlin, Recano and Company, Inc., at (212)
771-1128 or by sending an email to maremontinfo@donlinrecano.com.
The Debtors are represented in the Chapter 11 Cases by Sidley
Austin LLP and Cole Schotz P.C.

                          About Meritor

Meritor, Inc. -- http://www.meritor.com/-- is a leading global
supplier of drivetrain, mobility, braking and aftermarket solutions
for commercial vehicle and industrial markets.  With more than a
100-year legacy of providing innovative products that offer
superior performance, efficiency and reliability, the company
serves commercial truck, trailer, off-highway, defense, specialty
and aftermarket customers around the world.  Meritor is based in
Troy, Mich., United States, and is made up of approximately 8,600
diverse employees who apply their knowledge and skills in
manufacturing facilities, engineering centers, joint ventures,
distribution centers and global offices in 19 countries. Meritor
common stock is traded on the New York Stock Exchange under the
ticker symbol MTOR.

                   About Maremont Corp., et al.

Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118).  The affiliated
debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former
Ride Control Operating Company, Inc.

Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana.  Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products.  Certain of the products
manufactured and sold contained asbestos.  However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978.  Maremont divested its
business lines over time.  By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.

Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.

The Debtors tapped SIDLEY AUSTIN LLP and SIDLEY AUSTIN LLP as
attorneys; COLE SCHOTZ P.C. as Delaware counsel; and DONLIN, RECANO
& COMPANY, INC., as claims and noticing agent.


MAREMONT CORP: Plan Offers 29.1% Recovery for Asbestos Claimants
----------------------------------------------------------------
Maremont Corporation, et al., non-operating units of Meritor, Inc.
(NYSE: MTOR) that previously supplied vehicle parts with asbestos,
have sought Chapter 11 protection to seek approval of their Joint
Prepackaged Chapter 11 Plan that will deal with their asbestos
liabilities.

The centerpiece of the Plan is the creation of the Asbestos
Personal Injury Trust under Section 524(g) of the Bankruptcy Code
and the Asbestos Personal Injury Channeling Injunction that will
channel all Asbestos Personal Injury Claims to the Asbestos
Personal Injury Trust.

The Asbestos Personal Injury Trust will be funded with up to $50
million in cash (consisting of cash held by the Debtors and a
settlement payment).  It is also currently anticipated that
Reorganized  Maremont will own a commercial property worth
approximately $1.4 million.  Additional consideration will be
contributed under the Plan by the Debtors and by Meritor on behalf
of itself and certain other "protected parties" pursuant to the
"restructuring transactions", and the Asbestos Personal Injury
Trust will receive 100% of the new common stock of Reorganized
Maremont.  The assets of the Asbestos Personal Injury Trust will be
used to resolve all Asbestos Personal Injury Claims in accordance
with the terms of the Asbestos Personal Injury Trust Distribution
Procedures.

Assuming an Initial funding of not less than $58 million, holders
of Asbestos Personal Injury Claims are estimated to have a 29.1
percent recovery under the Plan.  Should the initial funding be
between $58 million and $65 million, the initial payment percentage
will increase proportionately.  To the extent the Asbestos Personal
Injury Trust is funded with less than $58 million or more than $65
million the initial payment percentage may be adjusted.

The Debtors estimate that the total Allowed amount of all
prepetition Claims other than Asbestos Personal Injury Claims,
Environmental Claims and Intercompany Claims will be de minimis.

The Plan provides that all classes of claims (other than Asbestos
Personal Injury Claims and Intercompany Claims) will be unimpaired,
and the Debtors plan to seek the Bankruptcy Court's approval to pay
such claims in the ordinary course during the Chapter 11 Cases, as
appropriate.

A copy of the Disclosure Statement is available for free at:

        http://bankrupt.com/misc/Maremont_11_DS.pdf

                   About Maremont Corp., et al.

Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118).  The affiliated
debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former
Ride Control Operating Company, Inc.

Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana.  Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products.  Certain of the products
manufactured and sold contained asbestos.  However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978.  Maremont divested its
business lines over time.  By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.

Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.

The Debtors tapped SIDLEY AUSTIN LLP and SIDLEY AUSTIN LLP as
attorneys; COLE SCHOTZ P.C. as Delaware counsel; and DONLIN, RECANO
& COMPANY, INC., as claims and noticing agent.


MGM GROWTH: S&P Assigns 'BB-' Rating on $500MM Sr. Unsec. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Las Vegas-based casino resort owner MGM Growth
Properties Operating Partnership L.P.'s (a subsidiary of MGM Growth
Properties LLC) proposed $500 million senior unsecured notes due
2027. MGP Finance Co-Issuer Inc. is the co-issuer of the notes. S&P
said, "The '3' recovery rating indicates our expectation for
meaningful recovery (50%-70%; rounded estimate: 65%) for lenders in
the event of a payment default. We expect the company to use the
proceeds from the proposed notes to repay borrowings under its
revolving credit facility related to acquisitions and pay related
fees and expenses."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's '1' recovery rating on MGP's senior secured debt and its
'3' recovery rating on its senior unsecured debt remain unchanged.

-- S&P said, "Our simulated default scenario contemplates a
payment default occurring in 2023 (in line with our four-year
default horizon for 'BB-' rated issuers) due to a significant
deterioration in tenant MGM Resorts' operating results coupled with
a major disruption in the debt and equity markets. We assume that
MGM Resorts' cash flows will be reduced by prolonged economic
weakness and increased competitive pressures, particularly in Las
Vegas. In our simulated default scenario, we expect MGM Resorts to
continue to make its rent payments, reflecting the priority
position of the rent payments that MGP receives from MGM Resorts.
However, because of MGM Resorts' lower cash flow, we assume that
the company would be able to renegotiate and reduce its rent
payments to MGP."

-- S&P used an income capitalization approach in our recovery
analysis and assume that MGP is reorganized or sold as a going
concern. S&P uses a 12.4% distressed blended capitalization rate.

-- S&P said, "We assume MGP's $1.35 billion revolving credit
facility would be 60% drawn at the time of default. We assume that
MGP would be able to cover most of its debt service and other
capital requirements despite the lower rent payments by MGM
Resorts. Therefore, we assume that the company will use its
revolving facility to fund acquisitions, including for the real
estate assets of Empire City, and investments made to reposition
Park MGM and NoMad Las Vegas."

-- S&P said, "We value MGP based on net operating income (NOI) of
about $640 million at emergence. This reflects a 30%-35% stress to
S&P Global Ratings' estimated pro forma 2019 NOI level of about
$930 million. Our assumed emergence NOI incorporates about $770
million in base rent from the MGM master lease portfolio, $50
million in rent from Empire City, $60 million in rent from
Northfield Park, and $50 million in rent from Park MGM."

-- S&P subtracts additional property costs of 5% of gross recovery
value to reflect the added costs that MGP may incur as a result of
MGM Resorts being in default.

-- S&P assumes administrative claims total 5% of gross recovery
value after property costs."

Simplified waterfall

-- NOI at emergence: $641 million
-- Blended capitalization rate: 12.4%
-- Gross recovery value: $5.2 billion
-- Net recovery value (after 5% additional property costs and 5%
administrative expenses): $4.7 billion
-- Estimated senior secured claims: $3.0 billion
-- Value available for senior secured claims: $4.7 billion
    --Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: $2.5 billion
-- Value available for senior unsecured claims: $1.6 billion
    --Recovery expectations: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.

  RATINGS LIST

  MGM Growth Properties LLC
   Issuer Credit Rating                      BB-/Stable/--

  New Rating

  MGM Growth Properties Operating Partnership L.P.
  MGP Finance Co-Issuer Inc.
   Senior Unsecured
    $500 million senior notes due 2027       BB-
     Recovery Rating                         3(65%)



MRPC CHRISTIANA: Disclosures OK'd; March 1 Plan Hearing Set
-----------------------------------------------------------
Bankruptcy Judge Stacey L. Meisel approved MRPC Christiana, LLC's
first amended disclosure statement referring to its first amended
chapter 11 plan of reorganization dated Jan. 11, 2019.

The hearing on Confirmation of Debtor's Plan be and is hereby fixed
for March 1, 2019 at 10:00 a.m.

Feb. 22, 2019 is fixed as the last day for filing written
acceptances or rejections of the Plan, and the last day for filing
and serving written objections to confirmation of the Plan.

                    About MRPC Christiana

Based in Elizabeth, New Jersey, MRPC Christiana, LLC, filed for
relief under chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 18-26567) on Aug. 17, 2018.  At the time of filing, the Debtor
estimated $10,000,001 to $50 million in both assets and
liabilities.  The Debtor tapped McManimon, Scotland and Baumann,
LLC, as its legal counsel.


NASSAU JOHN: Unsecureds to Recover 100% of Allowed Claims
---------------------------------------------------------
Nassau John Holdings LLC filed a disclosure statement explaining
its chapter 11 plan of reorganization dated Jan. 11, 2019.

In July 2018, the Debtor entered into an Agreement of Sale and
Purchase (the "ASP") with Galb Realty Associates, LLC to purchase
the real property located at 72-78 Nassau Street, New York, New
York. In connection with the ASP, Galb received a $3,030,000
deposit.

The Plan provides for the immediate post-Effective Date closing
under the ASP by the Debtor or its designee and for a 100%
distribution to the Debtor's unsecured creditors on account of
their allowed claims in accordance with the priorities established
by the Bankruptcy Code. All creditor distributions will be funded
by the Post-Confirmation Debtor or its Interest Holder, who will
evidence its financial ability to satisfy such payments at/or prior
to the confirmation hearing. The Title Company will fund the
Purchase Price and Debtor’s closing costs and pay such amounts to
Galb at the Closing.

Funding for the Plan will be from the Post-Confirmation Debtor,
contributions from the Debtor's Interest Holders and/or any other
source identified by the Debtor/Post-Confirmation Debtor, who will
evidence its financial ability to satisfy such payments at or prior
to the confirmation hearing. In connection therewith, and other
than the balance of the Purchase Price due to Galb which will be
paid by the Title Company at Closing, payments to Holders of
Unsecured Claims shall be made pursuant to the Plan.

A copy of the Disclosure Statement is available at
https://is.gd/sfj7vC from Pacermonitor.com at no charge.

                  About Nassau John Holdings

Headquartered in New York, New York,  Nassau John Holdings LLC
filed for chapter 11 bankruptcy protection (Bankr. N.Y.S.B Case No.
18-23921) on Dec. 16, 2018, with estimated assets at $50 million to
$100 million and estimated liabilities at $1 million to $10
million. The petition was signed by David Goldwasser, as the
Managing Member of GC Realty Advisors, LLC, the Manager of Nassau
John Holdings LLC.


NEW INVESTMENTS INC: Taps K&L Gates as New Legal Counsel
--------------------------------------------------------
New Investments Inc. received approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire K&L Gates, LLP
as its new legal counsel.

K&L Gates will substitute for Lawrence Engel, Esq., and will serve
as the Debtor's legal counsel on an interim basis.  

The services to be provided by the firm include assisting the
Debtor in the filing of quarterly financial reports and pleadings
authorizing further distributions to creditors under its plan of
reorganization, which was confirmed on Sept. 12, 2013.

K&L Gates will charge these hourly fees:

     David Neu          Attorney      $465
     Brian Peterson     Attorney      $365
     Denise Lentz       Paralegal     $225

K&L Gates and its attorneys are "disinterested" as defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

        Michael J. Gearin, Esq.
        David C. Neu, Esq.
        Brian T. Peterson, Esq.
        K&L Gates, LLP
        925 Fourth Avenue, Suite 2900
        Seattle, WA 98104-1158
        Phone: (206) 623-7580
        Fax: +1.206.370.6067

                    About New Investments Inc.

New Investments Inc. filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 13-10948) on Feb. 4, 2013.  The case is assigned to Judge
Marc Barreca.  Lawrence Engel, Esq., serves as the Debtor's
bankruptcy counsel.

On Sept. 12, 2013, the court confirmed the Debtor's Chapter 11 plan
of reorganization.  The plan was based on the sale of its hotel and
related property to AltaNatural Corporation.


NORTHERN OIL: Provides Fourth Quarter 2018 Update
-------------------------------------------------

   * Northern has repurchased approximately 12.0 million shares of
     common stock since October 1, 2018, 4.6 million shares of
     which were repurchased in this calendar year through
     Jan. 21, 2019.

   * Production for the fourth quarter of 2018 is expected to be  
     in the upper half of prior guidance of 35,000 - 36,000 Boe
     per day, despite negative impact from curtailments and shut-
     ins during a turbulent quarter for in-basin realized prices.

   * Northern increased hedged oil volumes to further protect cash
     flows and liquidity, with 2019 hedges averaging over $63 per
     barrel.

   * Northern experienced strong cash flows during the fourth
     quarter, reducing the amount drawn on the company's revolving
     credit facility to only $140 million at Dec. 31, 2018, a $35
     million reduction from the previously announced balance on
     Nov. 5, 2018.

Northern Oil and Gas, Inc. announced initial activity under its
previously announced stock repurchase program and provided a
general business update, including updated fourth quarter estimates
and hedging information.  Management will be meeting with investors
in several cities over the coming weeks.

OPERATIONS

Completion activity for the quarter was in line with expectations.
The company added 7.7 organic net wells to production during the
fourth quarter, bringing 2018 organic well additions to 30.8 net
wells.  Differentials were extremely volatile during the quarter
and, based on October and November receipts, Northern now expects
its fourth quarter average differential will be between $9.00 -
$10.00 per barrel.  This would result in 2018 average differentials
modestly above the high end of prior guidance of $4.75 - $5.75.
Differentials in the first quarter of 2019 have improved
substantially from fourth quarter levels, as anticipated. Fourth
quarter lease operating expenses (LOE) were better than
anticipated, and as a result full year 2018 average LOE is now
expected to be slightly below the low end of prior guidance of
$7.50 - $7.75.

CASH FLOW AND LIQUIDITY

Northern anticipates generating strong cash flow from operations in
2019 that exceeds the company's capital expenditure budget.  The
focus continues to be on executing the stated business plan of
organic production growth while generating free cash flow.  The
company will seek to allocate a portion of that cash flow to
acquisitions and debt reduction, and monitor additional
opportunities to return capital to shareholders.  A recent
amendment from Northern's bank syndicate, allowing the company to
repurchase up to $50 million of its Senior Secured Notes, could be
used to further reduce debt and interest expense.  Northern had
total liquidity of approximately $285 million as of Dec. 31, 2018,
consisting of cash and borrowing availability under the revolving
credit facility.

ACQUISITION OPPORTUNITIES

Northern's goal is to leverage its strong financial position to
allow the company to counter-cyclically invest in acreage and
drilling opportunities in the Williston Basin during volatile
pricing periods.  The company has had great success in this regard
recently.  Northern's ground game acquisition activity increased
toward the end of the year with lower oil prices as land brokers
and operators began shedding capital expenditure exposure.  The
company acquired approximately 1.0 net producing well, 3.3 net
wells in process and 8,465 net acres in the fourth quarter and
first few weeks of January at an average price of $1,785 per acre.
As the natural consolidator of non-operated working interests in
the Williston Basin, Northern believes this trend will
disproportionately benefit the company.

MANAGEMENT COMMENT

"Despite a very volatile market, Northern's assets continued to
deliver in the fourth quarter, allowing the company to both reduce
debt and return capital to investors," commented Northern's Chief
Executive Officer, Brandon Elliott.  "Northern is well positioned
to take advantage of volatile commodity markets.  We look forward
to meeting with investors over the coming weeks and announcing our
financial performance for 2018 and the fourth quarter in
mid-March."

HEDGES

Northern hedges portions of its expected production volumes to
increase the predictability of its cash flow and to help maintain a
strong financial position.  Tables summarizing Northern's crude oil
derivative and basis swap contracts scheduled to settle after Sept.
30, 2018, are available for free at https://is.gd/O40wkG

PRELIMINARY FINANCIAL INFORMATION

The foregoing preliminary unaudited financial and operating
information and estimates, including with respect to production,
net well additions, differentials, lease operating expenses,
liquidity and other matters, is based upon estimates and subject to
completion of Northern's financial closing procedures and external
audit processes.  Such information has been prepared by management
solely on the basis of currently available information. The
preliminary unaudited information does not represent and is not a
substitute for a comprehensive statement of financial and operating
results, and Northern's actual results may differ materially from
these estimates because of final adjustments, the completion of the
company's financial closing procedures, and other developments
after Jan. 22, 2019.

                       About Northern Oil

Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.  The Company's common stock trades on the NYSE
American market under the symbol "NOG".

Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015.  As of Sept. 30, 2018, the Company had $1.06 billion in total
assets, $1.05 billion in total liabilities and $11.20 million in
total stockholders' equity.


NORTHWOODS CONSTRUCTION: Seeks to Hire Jay Lauer as Attorney
------------------------------------------------------------
Northwoods Construction LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Indiana to hire an attorney in
connection with its Chapter 11 case.

The Debtor proposes to employ Jay Lauer, Esq., an attorney based in
South Bend, Indiana, to give legal advice regarding its duties
under the Bankruptcy Code; assist in the preparation and
implementation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

Mr. Lauer will charge an hourly fee of $200.  The Debtor paid the
attorney a pre-bankruptcy retainer of $5,000.

In a court filing, Mr. Lauer disclosed that he neither holds nor
represents any interest adverse to the Debtor.

Mr. Lauer maintains an office at:

     Jay Lauer, Esq.
     105 E. Jefferson Blvd., Suite 220
     South Bend, IN 46601  
     Phone: (574) 288-5562
     Fax: (574) 232-1901
     Email: jay@jaylauerlaw.com

                About Northwoods Construction

Northwoods Construction LLC is into construction, snowplowing and
landscaping business.  

Northwoods Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 19-30033) on Jan. 10,
2019.  The case is assigned to Judge Harry C. Dees Jr.  Jay Lauer,
Esq., in South Bend, Indiana.



OLIVER C&I: Claims in Suit vs Carolina Developers, et al., Narrowed
-------------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores granted in part and denied in
part Defendants' motion to dismiss the case captioned OLIVER C & I
CORP. Plaintiff, v. CAROLINA DEVELOPERS ASSOCIATES S. EN C. POR A.,
S.E., ET ALS., Defendants, Adversary Case No. 17-00166 (MCF)
(Bankr. D.P.R.).

Plaintiff and Debtor Oliver C & I Corp., filed an amended complaint
against its partners and other non-creditor third parties to claim
partnership distributions as property of the estate. The Defendants
filed a renewed motion to dismiss or abstain ("Second Motion to
Dismiss"). In it, they request that the Court dismiss the amended
complaint on all counts based on this court's lack of jurisdiction
to interpret the partnership agreements over which the Debtor
alleges a breach. The Defendants also move to dismiss certain
counts based on their failure to state a claim for relief.
Alternatively, they request that the Court abstain from hearing all
counts in the amended complaint.

The Debtor's amended complaint has nine counts that it classified
as either core or non-core proceedings. Counts 1 through 4 are
collection of money actions that the Debtor claims against the
partnerships for disputed partnership distributions. The Debtor
identified these as non-core. Next, the Debtor raises two actions
in count 5: (1) declaratory judgment to determine that the unpaid
distributions are property of the estate ("count 5(a)"); and (2)
declaratory judgment regarding the partners' violation of fiduciary
duties ("count 5(b)"). Count 6 is an action to avoid as fraudulent
certain transfers conducted by the partnerships. Count 7 is an
action for turnover of property of the estate regarding the
disputed unpaid distributions. The Debtor classified counts 5
through 7 as core matters. Count 8 is for attorneys' fees and costs
(which the Debtor classified as a non-core matter). The Debtor
added a ninth count to preserve a cause of action. This is not a
cause of action.

The Defendants' Second Motion to Dismiss reiterates most of the
original arguments raised in its first dismissal motion. The
Defendants disagree as to the Debtor's designation of counts as
core in the amended complaint because according to them all counts
are non-core. They also take issue with count 5(b), a subpart
contained in the fifth cause of action for a determination of
fiduciary violations and liabilities under local law, and with the
sixth cause of action for fraudulent transfers under 11 U.S.C.
section 548 as well. Defendants move the Court to dismiss all
causes of action, pursuant to Fed. R. Civ. P. 12(b)(1) & (b)(6). In
the alternative, Defendants also requested abstention as to all
counts in the amended complaint.

Counts 1 through 4 are styled as collection of moneys actions
against the Defendant partnerships. An action to collect monies
owed arises from substantive local law. Under Puerto Rico law, for
a collection of moneys action, the plaintiff must show that
defendant has an outstanding obligation which is due, liquid and
payable. The Debtor may proceed with its collection of moneys
actions against the partnerships should the distributions be
determined property of the estate. A collection of moneys action is
a non-core matter over which the Court may enter proposed findings
of fact and conclusions of law. It is related to the administration
of the bankruptcy case because any collected distributions will go
towards funding the plan of reorganization and paying priority
creditors.

Count 7 seeks turnover of estate property under 11 U.S.C. section
542. A turnover proceeding is one to compel the debtor or a third
party to deliver to the trustee property that belongs to the
bankruptcy estate. The obligation of turnover applies only to
"property that the trustee may use, sell, or lease under section
363 of this title." "A turnover action can only be considered a
core proceeding when the purpose of the proceeding is to obtain the
turnover of property or the collection of a matured debt, rather
than the creation, recognition, or liquidation of a debt. When a
bona fide dispute exists as to liability involving state law, then
the proceeding is not core." Therefore, count 7 for turnover of
property is dependent on a determination that the unpaid
distributions are property of the estate. At this juncture of the
proceedings, the Court cannot dismiss count 7.

In sum, the Court the Court grants the Second Motion to Dismiss or
to Abstain in part and denies it in part. Accordingly, count 6 for
fraudulent transfers is dismissed for failure to state a plausible
claim for relief, pursuant to Fed. R. Civ. P. 12(b)(6). The Second
Motion to Dismiss is denied as to counts 1 through 5(a) and 7
through 8. However, with respect to counts 1 through 4 and count 8,
the Court will submit to the District Court its proposed findings
of fact and conclusions of law regarding these non-core claims
because Defendants did not consent to their final adjudication. The
Court will abstain from resolving the partnership fiduciary
violation claim included in count 5(b), pursuant to 28 U.S.C.
section 1334(c)(1).

A copy of the Court's Opinion and Order dated Dec. 28, 2018 is
available at https://bit.ly/2HqF6ZK from Leagle.com.

OLIVER C & I CORP, PLAINTIFF, Plaintiff, represented by WILLIAM J.
ALEMANY , C. CONDE & ASOC, CARMEN D. CONDE TORRES --
condecarmen@condelaw.com -- -- NELSON ROBLES DIAZ , NELSON ROBLES
DIAZ LAW OFFICES PSC & LUISA S. VALLE CASTRO --
ls.valle@condelaw.com -- C. CONDE & ASSOCIATES.

CAROLINA DEVELOPERS ASSOCIATES S. EN C. POR A., S.E., DEFENDANT,
MARINA DEVELOPERS (CAROLINA) GP, INC., DEFENDANT, MERCANTIL
MAYAGUEZ ASSOCIATES, S. EN C. POR A., S.E., DEFENDANT, MERCANTIL
MAYAGUEZ GP, INC., DEFENDANT, MERCANTIL SAN PATRICIO ASSOCIATES, S.
EN C. POR A., S.E., DEFENDANT, MERCANTIL SAN PATRICIO GP, INC.,
DEFENDANT, MONACILLOS CENTER ASSOCIATES S. EN C. POR A., S.E.,
DEFENDANT, MONACILLOS CENTER GP, DEFENDANT, D Group Commercial
Equities Associates S. en C., por A., S.E.,, DEFENDANT, D GROUP
CAPITAL CORPORATION, DEFENDANT, D GROUP EQUITY HOLDING ASSOCIATES
S. EN C. POR A., DEFENDANT, SAN JOSE BUILDING ASSOCIATES S. EN C.
POR A., S.E., DEFENDANT, PUERTA DEL CONDADO ASSOCIATES S. EN C. POR
A., S.E., DEFENDANT, MILLENIUM PARK PLAZA ASSOCIATES, S. EN C. POR
A., S.E., DEFENDANT, METRO CENTER ASSOCIATES, S. EN C. POR A.,
S.E., DEFENDANT & UNKNOWN ENTITIES, DEFENDANT, Defendants,
represented by WIGBERTO LUGO MENDER , LUGO MENDER & CO.

                  About Oliver C & I Corp.

Oliver C & I Corp., based in Guaynabo, Puerto Rico, is a profit
corporation organized under the laws of Puerto Rico.  It was
incorporated on Dec. 17, 2003.  The Debtor is wholly owned by Maria
del Carmen Magraner Folch.  The Debtor's main assets are
participations in certain limited partnerships and the corporations
which serve as general partners of the limited partnerships.

The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No.
16-08311) on Oct. 17, 2016.  The petition was signed by Max
Olivera, vice-president and treasurer.  The case is assigned to
Judge Mildred Caban Flores.  In its petition, the Debtor indicated
$29.94 million in total assets and $1.06 million in total
liabilities.

The Debtor is represented by Carmen D. Conde Torres, Esq., at C.
Conde & Assoc.  The Debtor employed Doris Barroso Vicens of RSM
Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane
& Oti, Certified Public Accountants, PSC, as its external auditor.


OUTLOOK THERAPEUTICS: Lowers Exercise Price of Series A Warrants
----------------------------------------------------------------
Outlook Therapeutics, Inc.'s publicly traded Series A warrants
(Nasdaq: OTLKW) have been amended to lower the exercise price to
$1.50 per share and further extend the maturity until 5:00 p.m. New
York City time on Feb. 18, 2022.

The Series A warrants were issued as part of the units in its May
2016 initial public offering and in a concurrent private placement
and were exercisable for shares of its common stock at an initial
exercise price of $6.60 per share.  The Series A warrants, as
previously extended, would have expired at 5:00 p.m. New York City
time on the earlier to occur of (a) the date that was 20 business
days after the date on which the closing sales price of the common
stock was greater than or equal to $7.25 per share and (b)
Feb. 18, 2019.  The issuance of the common stock upon exercise of
the Series A warrants by the Company, and the resale of the Series
A warrants and the common stock issuable upon exercise of the
Series A warrants issued in the private placement are covered by
registration statements, as amended, previously filed with and
declared effective by the Securities and Exchange Commission.

                  About Outlook Therapeutics

Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a clinical-stage
biopharmaceutical company focused on developing its lead clinical
program, ONS-5010, a proprietary ophthalmic bevacizumab product
candidate for the treatment of wet age related macular degeneration
(wet AMD).  ONS-5010 is currently in its first clinical trial,
which is being conducted outside of the U.S. and is designed to
serve as the first of two adequate and well controlled studies for
wet AMD.

Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.

As of Sept. 30, 2018, the Company had $22.28 million in total
assets, $43.09 million in total liabilities, $4.73 million in total
convertible preferred stock, and a total stockholders' deficit of
$25.54 million.

KPMG LLP's report on the consolidated financial statements for the
year ended Sept. 30, 2018, includes an explanatory paragraph
stating that the Company has incurred recurring losses and negative
cash flows from operations and has an accumulated deficit of $216.3
million, $13.5 million of senior secured notes that may become due
in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0
million of which is due on demand, and $3.6 million of which
matures Dec. 22, 2018, that raise substantial doubt about its
ability to continue as a going concern.


PARADIGM DEVELOPMENT: SD Buying Covington Property for $922K
------------------------------------------------------------
Paradigm Development, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize the sale of interest in
the non-residential real property located at Buildings A & B, 60
Chamisa Drive, Covington, Newton County, Georgia to SD Covington,
LLC for $921,531, subject to higher and better offers.

A hearing on the Motion is set for Feb. 7, 2019 at 10:15 a.m.

The Debtor owns the commercial real property.  The Property is the
primary asset of the Bankruptcy Estate.  The Property consists of
two one-story commercial/industrial buildings with several
individual suites leased to tenants.  In its Schedule A, the Debtor
valued the property with a then-current value of $1.5 million.

The Debtor believes SD Covington has a first-priority security
interest in the Property.  SD Covington has filed a Motion for
Relief from the Automatic Stay.  It has also filed a Proof of Claim
for the secured and unsecured loans. The Debtor believes there is
equity in the Property, over and above the balance of SD
Covington's secured loans.

SD Covington also takes the position that the owners and managers
of the Debtor, Milton Hancock and Antonia Babb, are personally
liable for the SD Covington debt and has filed a lawsuit against
Hancock and Babb in the Superior Court of Newton County, Case
Number SUC2018-002089.  This lawsuit is currently pending.  

In its Schedules, the Debtor has listed general unsecured claims of
$1,775, not including SD Covington's unsecured claim.  Although
Debtor did not schedule any priority tax claims the Internal
Revenue Service has filed a claim for $6,000 and the Newton County
Tax Commissioner has filed a claim for property taxes in the amount
of $8,958.  he Bar Date for filing claims was Dec. 14, 2018.  As of
the date of the Motion only one general unsecured claim has been
filed in the amount of $1,125.

The Debtor also owns an undeveloped residential lot in Rabun
County, Georgia.  It believes the value of the lot is approximately
$100,000.  The lot serves as collateral for a secured loan owed to
United Bank with a balance of approximately $51,000.

The Debtor's principals have been making the regular monthly
payments on the United Bank loan and the payments remain current.
United Bank was scheduled in the case and has received notice of
the filing and Bar Date. United Bank has not yet filed a claim.

The Debtor has negotiated with SD Covington in order to sell the
Property, fully satisfy all claims SD Covington has or may have
against the Debtor and the insiders of the Debtor, and leave
sufficient funds to pay all other claims against the Debtor (other
than the United Bank loan) and pay administrative claims.  On Jan.
9, 2019, the Debtor executed a contract to sell the Property to SD
Covington.   

Pursuant to the Sale Contract, the Property is being sold free and
clear of all liens, claims and encumbrances, and "as is, where is,"
and with no warranties of title or warranties of any kind by the
Debtor.  SD Covington, or an assignee, will pay $921,531 for the
Property.  SD Covington will be allowed to "credit bid" the sum of
$796,531 which represents the agreed-upon balance of the Secured
Indebtedness owed to SD Covington.  The credit bid will offset the
Secured Indebtedness against the Purchase Price.  The remaining
balance of $125,000, less any deductions discussed, will be paid by
SD Covington in cash at Closing.   

The Sale Contract is subject to the following contingencies, as
described in more detail in the Sale Contract: 1) Approval of the
Court, and 2) Entry of a Final Sale Order.  Other terms of the
agreement can be found in the Sale Contract.

In addition to the sale of the Property, upon closing SD Covington
has agreed to fully release the Debtor's principals, Milton Hancock
and Antonia Babb, from all debts they currently owe to SD
Covington, including personal guaranties for SD Covington's Secured
and Unsecured Claims asserted against the Debtor in the case.

The Debtor has retained Lee Staples Realty, Inc., as its Broker.
The Debtor's Broker has not represented the Debtor and has not
otherwise participated in the negotiations with SD Covington or the
drafting of the Sale Contract.  The Debtor's Broker has been
informed of the Sale Contract and Motion and will be given notice
of the Motion.

The Debtor is not proposing to pay any Broker's commission in the
Sale Contract or the Motion and its Broker has expressly
represented to the Debtor that it will not seek any commission from
Debtor or the Estate. However, the terms of the Sale Contract do
not eliminate or restrict any right of the Debtor's Broker to
request compensation from the Bankruptcy Court.

The principal of Purchaser SD Covington, Mark A. Parker, is a
licensed real estate broker in the State of Georgia, but the Debtor
will not be responsible for the payment of any brokerage or similar
fee or commission to Parker.

The Debtor believes that under the circumstances described, it is
not necessary and not beneficial to the Estate to further market
the Property or submit bidding procedures.  However, should a party
wish to submit a higher and better offer and cashier’s or bank
check for the full offer at or before the hearing on the Motion
Debtor requests that such cash offer 1) fully satisfy the secured
and unsecured claims of SD Covington in the amounts stated, plus
any interest on the secured indebtedness that accrues after the
date of execution of the Sale Contract; 2) be an amount that
provides the Debtor's estate with more than the net proceeds the
Debtor would get under the sale proposed herein; and 3) include an
additional amount of at least $10,000 to compensate Debtor and the
Estate for additional administrative expenses incurred in the sale
process.  The parties ask that SD Covington be allowed, but not
required, to match any higher and better offer.

The Debtor asks authority to pay (i) at closing the outstanding
Newton County property taxes and the transfer tax to the State of
Georgia pursuant to the terms of the Sale Agreement; and (ii) to SD
Covington, by a reduction in the Purchase Price at closing, the
tenant Security Deposits paid by the tenants pursuant to the tenant
leases and currently credited to the tenants' accounts (the parties
agree that the total of the Security Deposits is $8,700).

The Sale Contract also provides that certain rents and expenses
will be pro-rated as of the closing date and such pro-rations could
result in a credit due from the Debtor to SD Covington.  To the
extent that any such proration requires a credit or payment to SD
Covington through direct payment or a reduction in the purchase
price, the Debtor asks authority for such disbursement.

In addition to the sale of the Property, the parties have also
entered into a Settlement Agreement between SD Covington and the
Debtor's Principals, Milton Hancock and Antonia Babb.  Although the
Debtor is a nominal party to the Settlement Agreement between SD
Covington and the Debtor's Principals, and the Principals are
third-party beneficiaries to the Sale Agreement, the Settlement
proposed therein is dependent on the approval of the Sale Contract
and the closing of the sale and the satisfaction of SD Covington's
claims.

In addition, the Sale Contract provides that SD Covington may
assign its rights as purchaser in the Sale Contract. The Settlement
Agreement will survive any assignment by SD Covington.

Pursuant to the Court's Second Interim Cash Collateral Order
entered on Nov. 29, 2018, the Debtor is required to pay to SD
Covington monthly adequate protection payments of $6,000 per month,
due on the 5th day of each month.  Based upon the facts stated, the
Debtor asks that the Court enters an order providing that all
adequate protection payments will terminate as of the closing of
the proposed sale and such payments will be prorated for the month
in which the closing takes place.  

The Debtor is aware of no parties other than SD Covington that
claim a lien or interest in its cash and accounts and no parties
have appeared in the case to claim such an interest.  In addition
to the termination of the adequate protection payments to SD
Covington, it asks that the Court enters an order terminating all
cash collateral restrictions that are in place pursuant to the Cash
Collateral Orders entered by the Court.

The Property consists of two adjacent industrial/commercial
buildings with individual suites leased out to tenants.  The Debtor
has no other business operations other than leasing the Property to
tenants and maintaining the Property.  The Debtor is the lessor to
seven current tenants in the Property.  A list of the leases is
attached herein as Exhibit B.  The Debtor asks to assume the leases
identified in Exhibit B, and assign them to SD Covington
immediately after the closing of the sale.

A copy of the Agreement and the Exhibit B attached to the Motion is
available for free at:

     http://bankrupt.com/misc/Paradigm_Development_57_Sales.pdf

                    About Paradigm Development

Paradigm Development, LLC, is a privately held company in the
commercial land subdivision business.  Its principal assets are
located at 60 Chamisa Road Covington, GA 30016.

Paradigm Development, based in Oxford, GA, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 18-66580) on Oct. 1, 2018.  In
the petition signed by Milton Hancock, managing member, the Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.  Scott B. Riddle, Esq., at the Law Office
of Scott B. Riddle, serves as bankruptcy counsel to the Debtor.


PERFECT BROW: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Eight affiliated companies that have filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                     Case No.
    ------                                     --------
    Perfect Brow Art, Inc.                     19-01811
    3330 Skokie Valley, Suite 200
    Highland Park, IL 60035

    P.B. Art Franchise, Inc.                   19-01818
    Perfect Brow Florida, Inc.                 19-01820
    Perfect Brow New York, Inc.                19-01821
    Perfect Brow Puerto Rico, Inc.             19-01824
    Ooh La La Beauty Bar Franchise, Inc.       19-01825
    Locks Rock, Inc.                           19-01826
    Perfect Brow Oakland, Inc.                 19-01828

Business Description: The Debtors operate boutiques that offer
                      eyebrow, facial and body threading; eyelash
                      extensions; and henna tattoos nationwide.

                      On the web: http://www.browart23.com/

Chapter 11 Petition Date: January 22, 2019

Court: United States Bankruptcy Court
       Northern District of Illinois (Eastern Division)

Judge: Hon. Carol A. Doyle

Debtors' Counsel: Harold D. Israel, Esq.
                  GOLDSTEIN & MCCLINTOCK LLLP
                  111 W. Washington Street, Suite 1221
                  Chicago, IL 60602
                  Tel: 312 337-7700
                  E-mail: haroldi@restructuringshop.com
                          haroldi@goldmclaw.com

Perfect Brow Art's
Estimated Assets: $1 million to $10 million

Perfect Brow Art's
Estimated Liabilities: $1 million to $10 million

P.B. Art Franchise's
Estimated Assets: $0 to $50,000

P.B. Art Franchise's
Estimated Liabilities: $100,000 to $500,000

The petitions were signed by Elizabeth Porikos-Gorgees, president
and sole shareholder.

P.B. Art Franchise lists Advitam IP, LLC as its sole unsecured
creditor holding a claim of $16,642.  A full-text copy of the
petition is available for free at:

             http://bankrupt.com/misc/ilnb19-01818.pdf

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

             http://bankrupt.com/misc/ilnb19-01811.pdf


PG&E CORP: Arranges $5.5 Billion of DIP Financing with BofA, Citi
-----------------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company have entered
into a commitment letter with lenders who will provide funding once
they file for Chapter 11 bankruptcy.

On Jan. 14, 2019, PG&E and its regulated utility subsidiary
reported that they currently expect that they will commence
reorganization cases under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Northern District of
California on or about January 29, 2019, following the expiration
of a 15-day advance notice period mandated under recently enacted
California law.

They also disclosed that they had engaged in discussions with
potential lenders with respect to debtor-in-possession financing.

On Jan. 21, 2019, PG&E and the Utility entered into a commitment
letter for debtor-in-possession financing with JPMorgan Chase Bank,
N.A., Bank of America, N.A., Barclays Bank PLC and Citigroup Global
Markets Inc. pursuant to which the Commitment Parties committed to
provide $5.5 billion in senior secured super-priority
debtor-in-possession credit facilities in the form of:

    (i) a revolving credit facility in an aggregate amount of $3.5
billion (the "DIP Revolving Facility"),

   (ii) a term loan facility in an aggregate principal amount of
$1.5 billion (the "DIP Initial Term Loan Facility") and

  (iii) a delayed draw term loan facility in an aggregate principal
amount of $500 million, subject to the terms and conditions set
forth therein.

Borrowings under the DIP Facilities would be senior secured
obligations of the Utility, secured by substantially all of the
Utility's assets and entitled to superpriority administrative
expense claim status in the Utility's bankruptcy case.  The
Utility's obligations under the DIP Facilities would be guaranteed
by the Corporation, and such guarantee would be a senior secured
obligation of the Corporation, secured by substantially all of the
Corporation's assets and entitled to superpriority administrative
expense claim status in the Corporation's bankruptcy case.

The scheduled maturity of the DIP Facilities would be December 31,
2020, subject to the Utility's option to extend the maturity to
December 31, 2021 if certain terms and conditions are satisfied.  

The Utility will pay customary fees and expenses in connection with
obtaining the DIP Facilities.  

The closing of the DIP Facilities would be subject to, among other
conditions, the execution of definitive documentation and approval
by the Bankruptcy Court.  

PG&E would seek interim approval of the DIP Facilities, and
availability of a portion of the DIP Revolving Facility in the
amount of $1.5 billion, at an interim hearing in the Bankruptcy
Court shortly after its filing of the Chapter 11 cases on or about
January 29, 2019, and final approval, and availability of the
remaining amount of DIP Facilities in the amount of $4.0 billion,
at a final hearing.  PG&E is unable to predict the date of the
final hearing but expects it to occur within 30 to 45 days after
the petition date.

PG&E expects that the DIP Facilities will provide it with
sufficient liquidity to fund its ongoing operations, including its
ability to provide safe service to customers during the Chapter 11
cases.  PG&E currently expects the Chapter 11 cases to take,
subject to satisfaction of certain terms and conditions,
approximately two years, but the DIP Facilities provide for an
extension of one-year exercisable by the Utility at its option.

                     Bridge Commitment Letter

On Jan. 21, 2019, the Corporation and the Utility entered into a
debt commitment letter with JPMorgan pursuant to which JPMorgan
committed to provide a $250 million senior secured bridge loan
facility, subject to the terms and conditions set forth therein.

Borrowings under the Bridge Facility would be senior secured
obligations of the Utility, secured by the Utility's accounts
receivable. The Utility's obligations under the Bridge Facility
would be guaranteed by the Corporation, and such guarantee would be
a senior unsecured obligation of the Corporation. The scheduled
maturity of the Bridge Facility would be six months following the
effective date thereof. The Utility will pay customary fees and
expenses in connection with obtaining the Bridge Facility.

The closing of the Bridge Facility would be subject to, among other
conditions, the execution of definitive documentation.  Borrowings,
if any, under the Bridge Facility would occur prior to the filing
of the Chapter 11 cases.

                      Lender Presentation

In connection with the syndication of the DIP Facilities, a lender
presentation may be distributed to prospective lenders.
Accordingly, PG&E and the Utility have furnishing selected slides
from the lender presentation, a copy of which is available at the
SEC at https://is.gd/mIeRpe

In the lender presentation, PG&E and the Utility have provided
their current estimate of capital expenditures for 2019 and 2020 of
approximately $6.6 billion and approximately $6.9 billion,
respectively.

                    About PG&E Corporation

PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco.  It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.

                          *     *     *

PG&E said on Jan. 14, 2019, that it and its wholly owned utility
subsidiary Pacific Gas and Electric Company intend to file
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code on or about Jan. 29, 2019.

Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as the Company's legal counsel, Lazard is serving as its
investment banker, and AlixPartners LLP is serving as the
restructuring advisor to PG&E.

PG&E is said to be considering a bankruptcy filing to organize the
billions of dollars in potential liabilities from wildfires its
equipment may have ignited, Bloomberg News's Mark Chediak and
Margot Habiby have reported.  Bloomberg noted that PG&E has lost
more than half its market value since the deadliest wildfire in
California history broke out in early November, compounding
financial woes it was already facing after blazes destroyed parts
of wine country a year earlier.

Beginning on Oct. 8, 2017, multiple wildfires spread through
Northern California, including Napa, Sonoma, Butte, Humboldt,
Mendocino, Lake, Nevada, and Yuba Counties, as well as in the area
surrounding Yuba City.  According the California Department of
Forestry and Fire Protection's California Statewide Fire Summary
dated October 30, 2017, at the peak of the wildfires, there were 21
major wildfires in Northern California that, in total, burned over
245,000 acres and destroyed an estimated 8,900 structures.  The
wildfires resulted in 44 fatalities.

Cal Fire issued its determination on the causes of 17 of the
Northern California wildfires, and alleged that each of these fires
involved the Utility's equipment.  The remaining wildfires remain
under Cal Fire's investigation, including the possible role of
Pacific Gas' power lines and other facilities.  Additionally, the
Northern California wildfires are under investigation by the
California Public Utilities Commission's Safety and Enforcement
Division.

PG&E posted total assets of $71.4 billion against $9.5 billion of
total current liabilities and $42.2 billion of total non-current
liabilities as of Sept. 30, 2018, according to its quarterly report
for the three-month period ended Sept. 30.  Total current
liabilities include $2.8 billion in wildfire-related claims.  That
figure is up from $561 million as of Dec. 31, 2017.


PG&E CORPORATION: BlueMountain Capital Seeks to Delay Bankruptcy
----------------------------------------------------------------
BlueMountain Capital Management, LLC, a private diversified
alternative asset management firm, said Jan. 22, 2019, that it sent
an open letter to the Board of Directors of PG&E Corporation and
the Board of Directors of Pacific Gas and Electric Company urging
them to delay plans to file for Chapter 11 until at least after the
annual shareholder meeting slated for May 21, 2019.

BlueMountain Capital manages funds that own, in the aggregate, over
11 million shares of the Company's common stock.  PG&E has 518.7
million shares outstanding.

"You have publicly stated that bankruptcy is in the best interests
of all stakeholders.  But you have failed to articulate a single
cogent reason for why it is beneficial to any stakeholder," reads
the letter.  "A careful analysis will show that all stakeholders
will be harmed by bankruptcy," it continues, including wildfire
victims, customers, employees, suppliers, and the environment, as
well as creditors.

BlueMountain said it was disappointed with PG&E's cursory response
to its prior
letter, dated Jan. 17, 2019.  

"We implore you to reconsider your headlong rush toward an
unnecessary and damaging bankruptcy filing.  We reiterate our
request that you take time to obtain opinions from disinterested
advisors, convene a Board meeting, and carefully reevaluate the
Company's options."  

BlueMountain explained that a careful analysis will show that all
stakeholders will be harmed by bankruptcy:

  -- It is bad for the victims of the tragic wildfires of the past
two years; bankruptcy will complicate, delay, and potentially
diminish their claims.

  -- It is bad for customers; bankruptcy portends higher
electricity bills, operational disruptions, and potential safety
issues.  

  -- It is bad for the Company's employees; bankruptcy may reopen
collective bargaining agreements and imperil wages and benefits,
leading to uncertainty and turnover.  

  -- It is bad for the Company's suppliers; bankruptcy destabilizes
their businesses, risks
contract cancellations, and increases their financing costs.  

  -- It is bad for the environment, and for California's clean
energy goals; bankruptcy
will drain resources from investment in alternative energy.

  -- It is bad for the Company’s creditors; bankruptcy will defer
payments and force many holders to sell at unnecessarily depressed
prices.  

The full text of the letter and attached Appendix can be viewed on
BlueMountain's Web site:
https://www.bluemountaincapital.com/what-is-new/

                    About PG&E Corporation

PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco.  It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.

                          *     *     *

PG&E Corporation said on Jan. 14, 2019, that it and its wholly
owned subsidiary Pacific Gas and Electric Company (the "Utility")
currently intend to file petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on or about Jan. 29, 2019.

Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as the Company's legal counsel, Lazard is serving as its
investment banker, and AlixPartners LLP is serving as the
restructuring advisor to PG&E.

PG&E Corporation is said to be considering a bankruptcy filing to
organize the billions of dollars in potential liabilities from
wildfires its equipment may have ignited, Bloomberg News's Mark
Chediak and Margot Habiby have reported.  Bloomberg noted that PG&E
has lost more than half its market value since the deadliest
wildfire in California history broke out in early November,
compounding financial woes it was already facing after blazes
destroyed parts of wine country a year earlier.

Beginning on Oct. 8, 2017, multiple wildfires spread through
Northern California, including Napa, Sonoma, Butte, Humboldt,
Mendocino, Lake, Nevada, and Yuba Counties, as well as in the area
surrounding Yuba City.  According the California Department of
Forestry and Fire Protection's California Statewide Fire Summary
dated October 30, 2017, at the peak of the wildfires, there were 21
major wildfires in Northern California that, in total, burned over
245,000 acres and destroyed an estimated 8,900 structures.  The
wildfires resulted in 44 fatalities.

Cal Fire issued its determination on the causes of 17 of the
Northern California wildfires, and alleged that each of these fires
involved the Utility's equipment.  The remaining wildfires remain
under Cal Fire's investigation, including the possible role of
Pacific Gas' power lines and other facilities.  Additionally, the
Northern California wildfires are under investigation by the
California Public Utilities Commission's Safety and Enforcement
Division.

PG&E posted total assets of $71.4 billion against $9.5 billion of
total current liabilities and $42.2 billion of total non-current
liabilities as of Sept. 30, 2018, according to its quarterly report
for the three-month period ended Sept. 30.  Total current
liabilities include $2.8 billion in wildfire-related claims.  That
figure is up from $561 million as of Dec. 31, 2017.


PHOENIX HELIPARTS: Reishes Directed to Pay Trustee $2.15MM
----------------------------------------------------------
Bankruptcy Judge Daniel P. Collins addresses two claims for relief
sought in the adversary proceeding captioned Robert Reish,
Plaintiff, v. Phoenix Heliparts Inc. Liquidating Trust; Louie
Mukai, Trustee, Defendants. Phoenix Heliparts Inc. Liquidating
Trust, Counterclaimant, v. Robert C. Reish and Kathleen Reish,
husband and wife, Counterdefendants, Phoenix Heliparts Inc.
Liquidating Trust, Third-Party Plaintiff, v. Ryuko, Inc., a Wyoming
corporation, Third-Party Defendant, Adversary No. 2:16-ap-00331-DPC
(Bankr. D. Ariz.) filed by plaintiff, Robert C. Reish pertaining to
an MD helicopter, model 369FF, serial number 0041FF.
Defendant/counterclaimant Phoenix Heliparts, Inc. Liquidating Trust
also filed counterclaims against Reish and his wife include a 11
U.S.C. section 5491 avoidance action coupled with a section 550
award pertaining to the 41FF and a declaratory action concerning a
MD 369D helicopter, serial number 1170229D (the "Delta"). In its
Third Party Complaint against Ryuko, Inc., the Trust seeks to
avoid, under section 548, a note executed by Debtor Phoenix
Heliparts in favor of Ryuko.

The Court finds that Reish's interest in 41FF is avoidable under
section 544. Alternatively, the Court finds that the transfer of
41FF to Reish is avoidable as an unauthorized post-petition
transfer under section 549. Reish is ordered to turnover to the
Trust the amount of $2,150,000 from his post-petition sale of 41FF
to the Azerbaijan Ministry of Defense ("AMOD"). The Court also
finds that the obligation incurred in connection with the Ryuko
Note is avoidable under  section 548.

Here, the record is clear. On Oct. 27, 2015, a transfer from Debtor
to Reish purportedly occurred. The estate maintained an interest in
41FF at least until this time and that interest was property of the
estate on the Petition Date. The transfer of the aircraft bill of
sale to Reish occurred after the Petition Date and was not
authorized by statute or this Court. This transfer may be avoided
under section 549. Under section 550, the Trustee is entitled to
recover from Reish the value of the property transferred to him.
That value is measured by the transfer of $2,150,000 Reish received
from AMOD when he sold 41FF to AMOD.

Reish filed five claims with this Court, namely Claims 35-39.96 On
March 24, 2016, the Trustee generically objected to each of these
claims.

The Trustee contends Reish has produced no contracts for lease by
him of the Delta. This is unsurprising as the Delta was never
delivered to Reish. Reish testified that the Delta could have been
rented and that $8,300 per month was a conservative estimate of the
lease revenue he could have obtained. Reish's testimony is not
refuted with contrary market rental price estimates from the
Trustee. However, Reish's claimed loss of rents pertinent to the
Delta in the amount of $105,058.80 is denied because he failed to
prove the existence of a contractual requirement of a date certain
for delivery of the Delta. Claim 39 is allowed only to the extent
of the $875,000 paid by Reish to purchase the Delta.

Upon thorough analysis of the facts presented, the Court makes the
following determinations:

   1. Reish's Proof of Claim Number 35 is allowed in the amount of
$807,432.

   2. Reish's Proof of Claim Number 36 was withdrawn and is
therefore $0.

   3. Reish's Proof of Claim Number 37 is presently $0 but will be
allowed to the extent of Reish's satisfaction of the order to
turnover $2,150,000 in sale proceeds.

   4. Trustee's Objection to Reish's Proof of Claim Number 38 is
sustained and is therefore $0.

   5. Reish's Proof of Claim Number 39 is allowed in the amount of
$875,000.

The Court orders that Reish and the marital community of the
Reishes pay $2,150,000 to the Trustee for the benefit of the
Trust.

A copy of the Court's Decision dated Dec. 28, 2018 is available at
https://bit.ly/2RcagnC from Leagle.com.

Robert Reish, Plaintiff, represented by Paul L. Cass, H. LEE
HORNER, JR. , GOLDSTEIN LEGAL TEAM, PLLC & H. Lee Horner, Jr.,
Goldstein, Horner & Horner, Attorneys PL.

Phoenix Heliparts Inc., Defendant, pro se.

LOUIE MUKAI, Defendant, pro se.

Phoenix Heliparts Inc. Liquidation Trust, Defendant, represented by
JAMES E. CROSS, CROSS LAW FIRM, PLC & NATHAN A. FINCH, CATALYST
LEGAL GROUP PLLC.

Ryuko, Inc., 3rd Pty Defendant, represented by Paul L. Cass & H.
LEE HORNER, JR. , GOLDSTEIN LEGAL TEAM, PLLC.

                About Phoenix Heliparts

Phoenix Heliparts Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Arizona (Phoenix) (Case No. 15-12003) on September 18, 2015.

The petition was signed by Tina Cannon, president. The case is
assigned to Judge Daniel P. Collins.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.


POST PRODUCTION: $500K Sale of Business Assets to Periscope Okayed
------------------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California authorized Post Production, Inc.'s
sale of substantially all of its business assets to Periscope Post
and Audio, LLC, or its assignee for $500,000.

A hearing on the Motion was held on Jan. 8, 2019, at 11:00 a.m.

The sale is free and clear of all liens, claims, encumbrances and
interests.  The liens, security interests, claims, charges or
encumbrances, other than liabilities expressly assumed by the
Buyer, will attach to the amounts payable to the Debtor resulting
from the Sale.

Any undisputed amounts will be distributed by the Debtor within 30
days after the Close of the Sale.  To the extent any lien amounts
are disputed, the Debtor will set aside such disputed amounts until
the matter can be resolved either consensually or through judicial
intervention.

For the purpose of all tax matters, the transfers made pursuant to
the Order are made under the Bankruptcy Code and are not subject to
any taxes, including but not limited to sales taxes or documentary
transfer taxes, under applicable laws.   

In connection with the Closing, the Court authorizes the assumption
and assignment of the Assumed Contracts, as set forth in the APA,
is in the best interests of the Debtor, its estate and creditors,
and all other parties in interest, and represents a reasonable
exercise of the Debtors' sound and prudent business judgment
subject to cure amounts as set forth in the APA, or agreed to with
the Landlord, and adequate assurance of future performance has been
provided by the Buyer, and the Buyer will be required to assume
only those liabilities of the Debtor the Buyer agreed to assume in
the Asset Purchase Agreement.  

The Buyer assumes no other liabilities or obligations of the
Debtor, including but not limited to, any tax liabilities, except
as set forth.  The Buyer will have no successor corporate
liability.

The Order will be effective immediately. No automatic stay of
execution, pursuant to Rule 62(a) of the Federal Rules of Civil
Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with
respect to the Order.

                      About Post Production

Post Production, Inc. -- http://www.postproduction.com/-- is a
full-service post production company headquartered in Los Angeles,
California.  Formerly known as SonicPool, Post Production provides
industry professionals with services including editorial, color,
visual effects and digital delivery.  It also offers
post-production rentals and technology products.  The company was
founded in 2001 by John W. Frost and Patrick Bird.

Post Production sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17028) on June 18,
2018.  In the petition signed by John Frost, president, the Debtor
disclosed $1.45 million in assets and $1 million in liabilities.
Judge Vincent P. Zurzolo oversees the case.  The Debtor tapped
Kogan Law Firm, APC, as its legal counsel.


PRECIPIO INC: Issues $1.45 Million Convertible Note to Crede
------------------------------------------------------------
Precipio, Inc. issued Crede Capital Group LLC a convertible note in
the amount of $1,450,000 on Jan. 15, 2019.

As previously disclosed, on March 12, 2018, Precipio entered into a
settlement agreement with Crede pursuant to which Precipio agreed
to pay to Crede the total sum of $1.925 million payable in a
combination of cash and stock in accordance with terms contained in
the Agreement.  On Jan. 15, 2019, the Company and Crede entered
into an amendment and restatement agreement with respect to the
Agreement in order to enable the Company to provide Crede with an
alternative means of payment of the Settlement Amount by issuing to
Crede the Convertible Note.

The conversion price of the Convertible Note will equal 90% of the
closing bid price of the Company's common stock on the date prior
to each conversion date.  The Convertible Note is payable by the
Company on the earlier of (i) Jan. 15, 2021 or (ii) upon the
closing of a qualified offering in which the Company receives gross
proceeds of at least $4,000,000.  The Convertible Note may not be
converted if, after giving effect to the conversion, Crede together
with its affiliates would beneficially own in excess of 4.99% of
the outstanding shares of the Company's common stock.  The Company,
at its option, may redeem some or all of the then outstanding
principal amount of the Convertible Note for cash.

The Company will file a registration statement within 10 business
days from the date of the Amendment Agreement covering the resale
of the maximum number of shares of common stock issuable pursuant
to the Convertible Note.

In accordance with the terms of the Amendment Agreement, during the
period commencing on the date of issuance of the Convertible Note
and ending on the date Crede no longer beneficially owns any
portion of the Convertible Note, Crede shall not sell, on any given
trading day, more than the greater of (i) $10,000 of common stock
(subject to adjustment for any stock splits or combinations, stock
dividends, recapitalizations or similar event after the date
hereof) and (ii) 10% of the daily average composite trading volume
of the Company's common stock as reported by Bloomberg, LP (subject
to adjustment for any stock splits or combinations, stock
dividends, recapitalizations or similar event after the date
hereof) for such trading day.

                       About Precipio

Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market.  The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.

The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016.  As of Sept. 30, 2018,
Precipio had $24.65 million in total assets, $15.47 million in
total liabilities, and total stockholders' equity of $9.18 million.


PREMIER MEETING: Seeks to Hire McDowell Law as Legal Counsel
------------------------------------------------------------
Premier Meeting Solutions, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
McDowell Law, PC, as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in the preparation and
implementation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

Ellen McDowell, Esq., and Daniel Reinganum, Esq., the attorneys who
will be handling the case, charge $425 per hour and $275 per hour,
respectively.

McDowell Law received from the Debtor a retainer of $3,500 in
preparation for the filing of its bankruptcy case.  The firm used
$1,717 of the retainer to pay the filing fee.

Ellen McDowell, Esq., at McDowell Law, disclosed in a court filing
that her firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

        Ellen M. McDowell, Esq.
        Daniel Reinganum, Esq.
        46 W Main St.
        Maple Shade, NJ 08052
        Phone: (856) 482-5544

               About Premier Meeting Solutions

Premier Meeting Solutions, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-10266) on Jan.
15, 2019.  The case is assigned to Judge Eric L. Frank.  McDowell
Law, PC, is the Debtor's counsel.


PUMPKINVINE CAFE: April 17 Plan Confirmation Hearing
----------------------------------------------------
Chief Bankruptcy Judge Robert E. Grant approved Pumpkinvine Cafe,
LLC's amended disclosure statement filed on Dec. 4, 2018.
Confirmation hearing will be held on April 17, 2019 at 11:30 AM.

The Troubled Company Reporter previously reported that the class of
general unsecured claims will be paid an amount equal to the Net
Projected Disposable Income of the Debtor. The payments to this
Class will be made to the Disbursing Agent who will make
distribution to the Allowed Claims of the Class on a pro-rata
basis. The Debtor has estimated a total disbursement, based on the
Plan payment, in the total sum of $3,612.60 over 60 months of the
plan.

A full-text copy of the Disclosure Statement dated Dec. 4, 2018, is
available at:

         http://bankrupt.com/misc/innb18-1810575reg-87.pdf

              About Pumpkinvine Cafe

Pumpkinvine Cafe, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ind. Case No. 18-10575) on April 6, 2018.  The Debtor
hired E. Foy McNaughton, Attorney at Law, as attorney.


QUARRY SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Three affiliates that filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

     Debtor                                        Case No.
     ------                                        --------
     Quarry Services, LLC (Lead Case)              19-20103
     68 McKenzie Blvd
     Jasper, GA 30143

     Confinement Management Systems, LLC           19-20104

     Mining Solutions, LLC                         19-20105

Business Description: Quarry Services, LLC, Confinement Management
                      Systems, LLC, and Mining Solutions, LLC
                      are entities that operate a drilling and
                      mining business servicing customers across
                      the Southeast.  The Debtors' membership
                      interests are owned by the same person,
                      Charles Selman.  The Debtors have the same
                      secured creditors and are part of one
                      business operation.

Chapter 11 Petition Date: January 22, 2019

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Hon. James R. Sacca

Debtors' Counsel: Will B. Geer, Esq.
                  WIGGAM & GEER, LLC
                  50 Hurt Plaza, SE, Suite 1245
                  Atlanta, Georgia 30328
                  Tel: (678) 587-8740
                  Fax: (404) 287-2767
                  E-mail: wgeer@wiggamgeer.com

Quarry Services'
Estimated Assets: $1 million to $10 million

Quarry Services'
Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles Selman, president.

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

            http://bankrupt.com/misc/ganb19-20103.pdf


REAGOR-DYKES MOTORS: Ford Credit Bid to Lift Automatic Stay Granted
-------------------------------------------------------------------
Bankruptcy Judge Robert L. Jones granted Ford Credit Company, LLC's
motion seeking relief from the automatic stay.

Reagor-Dykes Motors, L.P. filed their bankruptcy petitions on
August 1, 2018. Ford Credit filed the stay motion on August 9,
2018. Ford Credit seeks relief from the stay under section
362(d)(1) and (d)(2) of the Bankruptcy Code. Subsection (d)(1)
states that the Court "shall" grant relief from the stay for
"cause, including the lack of adequate protection" for a creditor's
interest in estate property. Subsection (d)(2), which provides an
alternative basis for stay relief, states that stay relief must be
granted if (i) the debtor has no equity in estate property that, as
here, secures the moving creditor's claim, and (ii) such property,
the collateral, is “not necessary to an effective
reorganization." The "property" at issue here is the inventory of
vehicles (and other items) that secure Ford Credit’s claim and
that are held by the Reagor-Dykes bankruptcy estates.

Reagor-Dykes requests that the Court deny stay relief to Ford
Credit. And it points to the plan of reorganization that it filed
the day before the hearing. Apart from alleging that Ford Credit's
request is ill-conceived—that it "helps no one, including Ford
Credit itself"--and an "attempt to obliterate Reagor-Dykes,"
Reagor-Dykes's substantive response to the motion is the plan and
what it proposes. It argues that, pending confirmation of its plan,
Ford Credit's collateral--the vehicle inventory--is secure,
insured, and thus protected.

For the two grounds of stay relief, the moving party, here Ford
Credit, has the burden of proof on the issue of the debtors' equity
in the collateral. 11 U.S.C. section 362(g)(1). The opposing party,
here Reagor-Dykes, has the burden on all other issues--specifically
the adequacy of adequate protection under (d)(1) and, under (d)(2),
whether the property is necessary to an effective reorganization.

Ford Credit satisfied its burden of proving that Reagor-Dykes does
not have an equity in the inventory. That Reagor-Dykes has no
equity in the inventory not only satisfies the first prong of the
two-part test under section 362(d)(2), it also colors the analysis
of whether Ford Credit is adequately protected under subsection
(d)(1). First, there is no equity cushion to protect Ford Credit.
Second, with a declining collateral value, some form of protection
must be provided.

Ford Credit also provided evidence of what it has alleged from the
outset--that Reagor- Dykes sold approximately 1,100 vehicles "out
of trust" and thus an approximate $40 million of cars and trucks
are now gone. And with this, it has hundreds of sales on which the
TT&L fees and trade-in liens went unpaid. Ford Credit has, to a
degree, cooperated with Reagor-Dykes during these bankruptcy
proceedings. These cases need, and perhaps unrealistically so, a
prompt resolution. The deferral of attorney's fees and rents and
the incurrence of debt post-filing are driving-up administrative
expenses. Sufficient cause exists to warrant relief.

Section 362(d) of the Bankruptcy Code mandates that the Court grant
relief from the automatic stay if the provisions of subsections
(d)(1) or (d)(2) are established. Both are satisfied here.

A copy of the Memorandum Opinion dated Jan. 17, 2019 is available
at:

     http://bankrupt.com/misc/txnb18-50214-11-865.pdf

                About Reagor-Dykes Motors

Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a
dealer of automobiles headquartered in Lubbock, Texas.  The Company
offers new and used vehicles, automobile parts, and other related
accessories, as well as car financing, leasing, repair, and
maintenance services. Some of its new vehicles include brands like
Ford, Toyota, GMC, Cadillac, Chevrolet and Buick.

Reagor-Dykes Motors, LP, based in Lubbock, Texas, and its
debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 18-50214) on Aug. 1, 2018.  In their petitions, the
Debtors estimated $10 million to $50 million in both assets and
liabilities.  The petitions were signed by Bart Reagor, managing
member of Reagor Auto Mall I, LLC, general manager and Rick Dykes,
managing member of Reagor Auto Mall I, LLC, general partner.

The Hon. Robert L. Jones presides over the cases.  

The Debtors tapped David R. Langston, Esq., at Mullin Hoard &
Brown, L.L.P., as their bankruptcy counsel; and Bob Schleizer of
BlackBriar Advisors LLC as their chief restructuring officer.


REGENCY PARK: Equity Holders' Payment Clarified in Latest Plan
--------------------------------------------------------------
Equity holder Ranjit Singh files a joinder in Regency Park Capital
2011, Inc.'s first amended plan of reorganization and amends
Debtor's Plan for the second time to provide more clarity regarding
liquidation and payment from the proceeds to equity holders.

To resolve issues between equity holders, the Plan of
Reorganization regarding the Super 8 Motel will be one of
liquidation. Ranjit Singh will remain in possession and control of
the Motel during this process. Singh offers to purchase the Super 8
for $3.75 million US dollars. If there are competing higher
qualified bids as set forth further herein the Court can set an
auction and bidding protocol to and sell the Motel to the highest
bidder that is qualified to assume the franchise agreement.
Singh’s bid of $3.75 million US dollars will be the opening bid
at the auction based on the bid procedure set forth herein and any
subsequent bid must be higher with all bidders being given the
opportunity to exceed the bid. If Singh is the highest bidder and
remains in possession and control, his bid will be reduced by his
equity interest in the Super 8 as it exists at that time which is
not disputed by the other equity security holder or as determined
by the court. After payment of secured creditors and allowed claims
set forth in the Plan and allowed Administrative Expenses, the
remaining funds from the sale will be held by Debtor's Counsel in
trust subject to further order of the Bankruptcy Court or further
agreement of the parties. IF Singh fails to complete the purchase
at the time required herein, then the Court can schedule a reopen
the bid process and if necessary set a new auction or authorize the
sale to the next highest bidder.

A copy of the Second Amended Plan is available at
https://is.gd/tszWAp from Pacermonitor.com at no charge.

                 About Regency Park Capital

Regency Park Capital 2011, Inc., dba Super 7 Goodyear operates a
Super 8 Motel consisting of Real Property and Personal Property
located at 840 N. Dysart Road in Goodyear, Arizona.  The Motel,
consisting of approximately ninety rooms, was purchased in 2011.
The Debtor was formed in 2011 to own and operate the Motel.
According to an Annual Report filed on Jan. 5, 2016, Mrs. Singh is
the Debtor's sole officer and director.  The Singhs are currently
involved in divorce proceedings in British Columbia, Canada.

The Debtor operates under a franchise agreement with Super 8
Worldwide, Inc., and is subject to review by the franchisor to
determine if it is in compliance with the standards demanded by the
franchisor.  According to the Debtor, the Debtor remains in good
standing with Super 8.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 15-15280).


RESIDENTIAL CAPITAL: Summary Judgment Bid vs FMC Partly Granted
---------------------------------------------------------------
In the case captioned Residential Funding Company, LLC Plaintiff,
v. First Mortgage Corporation, Defendant, Case No. 13-cv-3490
(SRN/HB) (D. Minn.), District Judge Susan Richard Nelson granted in
part, denied without prejudice in part, and denied in part
Plaintiff's motion for partial summary judgment. The Defendant's
motion for partial summary judgment is denied as moot in part and
denied in part.

In December 2013, Plaintiff Residential Funding Company, LLC
("RFC") commenced the lawsuit against First Mortgage Corporation,
as well as numerous other individual lawsuits against other loan
originators, asserting claims of breach of contract and
indemnification. In January 2015, this Court consolidated 68 of
RFC's then pending suits for pretrial purposes. Defendant First
Mortgage participated in the Consolidated Action until June 2018,
when it resumed its prior status as a non-consolidated case.

Plaintiff seeks summary judgment on the following issues: (1) the
Client Guide applies to all of First Mortgage's At-Issue Loans; (2)
the Client Guide confers upon Plaintiff the sole discretion to (a)
determine breaches of Defendant's R&Ws, and (b) settle claims; (3)
the Settlements were reasonable and made in good faith; (4) the
Client Guide should be broadly interpreted to permit recovery for
(a) all liabilities, not just losses, or, alternatively, (b) all
losses on breaching loans; (5) Plaintiff's Allocated Breaching Loss
Approach provides a reasonable, non-speculative basis to allocate
the Settlements; (6) to establish liability, Plaintiff need only
establish that First Mortgage's breaches were a "but for" cause of
Plaintiff's origination-related losses and liabilities; (7)
Defendant's affirmative defenses that contradict the Client Guide
fail; (8) Defendant's liability for indemnity is not extinguished
by (a) RFC's bankruptcy or (b) RFC's alleged wrongdoing; and (9)
Plaintiff may use statistical sampling to prove their claims and
need not reunderwrite each at-issue loan.

In response, First Mortgage does not contest Plaintiff's motion
with respect to the applicability of the Client Guide and RFC's
discretion to determine instances of breach and to settle disputes.
Nor does it contest the dismissal of its defense of accord and
satisfaction. Accordingly, Plaintiff's motion is granted on these
bases.

In all other respects, First Mortgage opposes Plaintiff's motion.
It also argues that during discovery, RFC subjected it to a "data
dump," making many of its defenses difficult to develop. First
Mortgage acknowledges, however, that "[w]e have knowingly and
intentionally not raised this issue previously."

As mentioned, Plaintiff moves for a ruling from this Court that the
Settlements were reasonable and made in good faith. First Mortgage
opposes Plaintiff's motion, arguing that the Court has previously
found reasonableness and good faith to be fact questions for the
jury.

On this issue, the Court holds that beyond mere speculation and
inapposite facts, First Mortgage does not identify any
non-speculative, admissible evidence to rebut the overwhelming
evidence that the Settlements were reasonable and made in good
faith. The Court therefore rejects Defendant's argument that the
Settlements were based on incomplete facts. The evidence on which
the Court based its prior ruling remains unchanged and
uncontroverted. Accordingly, the Court grants summary judgment to
Plaintiff on the issue of the reasonableness and good faith of the
Settlements.

Plaintiff also moves for a summary judgment ruling that the Client
Guide provides broad remedies, including recovery for all
liabilities and all losses on breaching loans. It asks the Court to
reconsider its consolidated summary judgment ruling limiting
Plaintiff's remedies to its actual out-of-pocket losses and
liabilities it incurred, as reflected in the Allowed Claims.
Essentially, it seeks to recover all losses that resulted from
Defendant's breaching loans.

The Court will not reconsider its prior ruling--as Plaintiff
requests--concerning recovery of all losses.9 As the Court
explained in the Consolidated Summary Judgment Order, this approach
would result in a windfall to RFC. RFC's damages ultimately sound
in indemnity and are fixed by the Allowed Claims for the losses and
liabilities that RFC incurred in the Settlements. Accordingly, to
the extent that Plaintiff seeks summary judgment permitting it to
obtain damages for all losses on breaching loans, its motion is
denied in part on this basis.

First Mortgage seeks summary judgment on the question of whether
Plaintiff must prove its damages loan-by-loan, while Plaintiff
moves for summary judgment permitting it to use statistical
sampling to allocate damages. Plaintiff intends to offer the
testimony of its expert Dr. Snow, who used the Allocated Breaching
Loss Approach to consider the breach rate of First Mortgage's
At-Issue Loans and the breach rate of a random sample of loans
settled in bankruptcy.

While First Mortgage contends that loan-by-loan proof is required
and must be based on evidence such as the amount the borrower owes
as of the foreclosure date, the Court disagrees. The Court has
found that the Allocated Breaching Loss Approach properly "measures
damages in relation to the liabilities RFC incurred in the
Settlements rather than the economic harm caused by breaching
mortgages." The Court also rejects Defendant's argument that
loan-by-loan evidence is required as "best evidence" of Plaintiff's
damages.

The Court, therefore, denies Defendant's motion as it relates to
loan-by-loan proof of damages and grants Plaintiff's motion
regarding the use of statistical sampling.

First Mortgage alleges that Plaintiff inundated it with discovery,
making it difficult to defend against the claims in this lawsuit.
The lawsuit was filed in 2013. From January 2015 until June 2018,
First Mortgage was a Consolidated Defendant in the Consolidated
Action. During this period of over three years, the Court held
monthly status conferences, attended by First Mortgage's counsel.
In large part, these status conferences concerned pretrial
discovery issues. Like all of the Consolidated Defendants, First
Mortgage was free to raise concerns about discovery and, if
warranted, move for relief. It failed to do so regarding this
alleged "data dump." In fact, it acknowledges that it intentionally
failed to raise the issue until now. Any deficiency that First
Mortgage faces in mounting a defense is therefore of its own
making. No other Defendant has alleged that a "document dump"
hindered its ability to defend against Plaintiff's claims. To the
extent that First Mortgage seeks some form of relief or even
summary judgment based on a purported "document dump," it is
denied.

A copy of the Court's Decision dated Dec. 21, 2018 is available at
https://bit.ly/2Hg7rSN from Leagle.com.

Residential Funding Company, LLC, Plaintiff, represented by Anthony
Paul Alden -- anthonyalden@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan, pro hac vice, David L. Hashmall --
dhashmall@felhaber.com -- Felhaber Larson, Donald G. Heeman ,
Felhaber Larson, Isaac Nesser -- isaacnesser@quinnemanuel.com --
Quinn Emanuel Urquhart & Sullivan, LLP, pro hac vice, Jeffrey Alan
Lipps -- lipps@carpenterlipps.com -- Carpenter Lipps & Leland LLP,
pro hac vice, Jennifer Jackson Barrett --
jenniferbarrett@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, pro hac vice, Jennifer A.L. Battle --
battle@carpenterlipps.com -- Carpenter Lipps & Leland LLP, pro hac
vice, Jessica J. Nelson , Felhaber Larson, Johanna Yao Ong, Quinn
Emanuel Urquhart & Sullivan, LLP, pro hac vice, Kenneth John
Shaffer -- johnshaffer@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan LLP, pro hac vice, Matthew R. Scheck --
matthewscheck@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, pro hac vice, Molly Caroline Stephens, Quinn Emanuel
Urquhart & Sullivan, LLP, pro hac vice, Peter Evan Calamari, Quinn
Emanuel Urquhart & Sullivan, LLP, pro hac vice, Randi J. Winter,
Felhaber Larson, Richard R. Voelbel, Felhaber, Larson, Fenlon &
Vogt, PA, Ryan A. Olson , Felhaber Larson, Sascha N. Rand --
sascharand@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan
LLP, pro hac vice &William Charlie Price --
williamprice@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan,
LLP, pro hac vice.

First Mortgage Corporation, Defendant, represented by Gene A. Hoff
-- gene@minenkohoff.com -- Minenko & Hoff, Michael J. Minenko --
mike@minenkohoff.com -- Minenko & Hoff, P.A. & Thomas Michael
Sullivan, Jr , Thomas M. Sullivan, Jr., pro hac vice.

                 About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.

The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC, and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                           *    *    *

The ResCap Liquidating Trust was established in December 2013 under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case. The Trust maintains a website at
http://www.rescapliquidatingtrust.com/-- which Unitholders are
urged to consult, where Unitholders may obtain information
concerning the Trust, including current developments.


RICHARD OSBORNE: $257K Sale of Property to Granddaughter Okayed
---------------------------------------------------------------
Judge Arthur I. Harris of the U.S. Bankruptcy Court for the
Northern District of Ohio authorized Richard M. Osborne's sale of
interest in the house and lot at 7020 Williams Road, Concord Ohio
PPN 08A006B000080, to Sarah E. Sullivan for $200,000 plus payment
of all outstanding real estate taxes accrued and prorated through
the closing date, including (i) approximately $57,618 in tax
certificates held by Tax Ease Ohio, LLC and (ii) the current real
estate taxes due Lake County Ohio, and all prorations/adjustments,
other loan charges, title charges and escrow.

The Buyer is the Debtor's granddaughter.

The sale is free and clear of all interests.

The escrow agent, upon the closing of the 7020 Williams Road sale,
is authorized and directed to disburse from the Gross Sale Proceeds
an amount sufficient to pay the Closing Costs and the Real Estate
Taxes to those parties entitled to receive them, and to pay the Net
Proceeds to FNBPA (via wire transfer or such method as FNBPA may
direct pursuant to instructions to be provided to the escrow agent
prior to the closing).    

All other interests in 7020 Williams Road are subject to later
order of the Court, in accordance with the respective rights and
priorities of the holders any interest in 7020 Williams Road, as
such right appears and is entitled to be enforced against 7020
Williams Road, the Estate or the Debtor under the Bankruptcy Code
or applicable non-bankruptcy law.

                      About Richard Osborne

On Dec. 17, 2017, Richard M. Osborne filed his voluntary petition
for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ohio Case No. 17-17361).

The Debtor has continued in possession of his property and has
continued to operate and manage his businesses as
debtor-in-possession pursuant to Sec. 1107(a) and 1108 of the
Bankruptcy Code.  No request has been made for the appointment of a
trustee or examiner, and the United States Trustee has indicated
that no official creditor committee is being formed in the case.

Frederic P. Schwieg, Esq., in Rocky River, Ohio, serves as counsel
to the Debtor.


RL ENTERPRISES: Revised Treatment of YTHA Secured Claim in New Plan
-------------------------------------------------------------------
RL Enterprises filed with the U.S. Bankruptcy Court for the
District of Nevada an amended plan of reorganization, which
proposes to pay creditors from the continuing operations of the
business.

The plan includes revisions made to the plan treatment of Classes
1, 4, 7, 9, 12, 13, 24, and 25.

Class 1 under the plan consists of the secured claim of the Kern
County Treasurer Collector. The secured claim of $2,029.61 will be
paid in approximately 36 monthly payments of $58.13 at a 2%
interest starting on the first day of the Effective Date of the
Plan until the $2,029.61 claim is paid in full.

Class 9 consists of the secured claim of Yorkshire Townhomes
Homeowners' Association. The Debtor will remit payment of $7,700
for full satisfaction of post-petition and attorney fees prior to
Jan. 16, 2019. The pre-petition portion of this claim, $17,954.10,
will be paid in full within 90 days from the Effective Date of the
Plan.

A copy of the Amended Plan is available at https://is.gd/UnXucx
from Pacermonitor.com at no charge.

                   About RL Enterprises

RL Enterprises, LLC, is the owner of 10 investment properties.

RL Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 17-10271) on Jan. 23, 2017.  Roman Libonao,
president, signed the petition.  The Hon. Mike K. Nakagawa presides
over the case.  

The Debtor estimated $1 million to $10 million in both assets and
liabilities.

The Debtor is represented by Seth D. Ballstaedt, Esq., at
Ballstaedt Law Firm. The Debtor also hired Pettifer & Associates,
Inc., as appraiser.


ROBERT MATTHEWS: Sets Bidding Procedures for Palm Beach Property
----------------------------------------------------------------
Robert Matthews asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the bidding procedures and bid
protection in connection with the sale of the real property located
at 101 Casa Bendita, Palm Beach, Florida, at auction.

The Reorganized Debtor owns the Property.  The Property is a single
family residence which the Reorganized Debtor has been using as his
homestead.  

Prior to the Petition Date, the Reorganized Debtor was involved in
various lawsuits, including a foreclosure action brought against
the Property by a first mortgagee, DB Private Wealth Mortgage Ltd.,
that resulted in a Final Judgment of Foreclosure.  The foreclosure
sale of the Property was stayed by the Reorganized Debtor's instant
bankruptcy case.

Pursuant to the Confirmed Plan, the Reorganized Debtor and the
Liquidating Agent propose to conduct an auction sale of the
Property.  To this end, the Debtor retained Lamar Fisher and Fisher
Auction Co. as Broker and Auctioneer, and Jason A. Welt, Agent of
Trustee Realty, Inc., as Co-Broker, as the exclusive real estate
co-brokers to market and sell the Property through an auction sale
to take place on March 28, 2019 at 11:00 a.m. (EST), with the
closing of the sale of the Property to occur 15 calendar days after
the Order Approving the Sale is entered and becomes final and
non-appealable.

As outlined in the Confirmed Plan, the Reorganized Debtor and the
Liquidating Agent propose to sell the property to the highest
qualified bidder.  DB Private has consented to the process, but has
preserved its credit bid rights for the sale of the Property.

Pursuant to the plan and consent of DB Private, the minimum opening
auction price for the property is estimated to be $31 million with
the final amount to be reflected in the Order Approving Bidding
Procedures.  The sale of the Property is subject to higher or
otherwise better offers and will be exposed to the market by the
Broker as part of the Broker-led auction process.  Accordingly, the
Broker is retained to market the Property in order to solicit
Qualified Bids, equal to or in excess of the Minimum Bid.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: March 26, 2019 at 5:00 p.m. (EST)

     b. Initial Bid: $31 million

     c. Deposit: $1 million

     d. Auction: In the event the Liquidating Agent or Broker
receives a timely Qualified Bid, the Broker will conduct an auction
on March 28, 2019, beginning at 11:00 a.m. (EST) onsite at the
Property. The Liquidating Agent asks that a final Sale Hearing be
scheduled to be held immediately following the Auction on March 28,
2019 at 3:00 p.m. (EST).   Only holders of Allowed Secured Claims
(that are otherwise Qualified Bidders) are permitted to credit bid
at the Auction;

     e. Bid Increments: $500,000

     f. Sale Hearing: March 28, 2019

     g.  In the event that there are no Qualified Bids and DB
Private takes title to the Property, DB Private will pay a credit
bid buyer's premium in an amount not to exceed $145,000 to be paid
within 10 days of the order approving the transfer to DB Private
becoming final and non-appealable and the deed to DB Private being
recorded.  The Credit Bidder's Premium will be used to reimburse up
to $30,000 towards the Broker's approved marketing campaign
expenses, up to $15,000 towards the attorney's fees and expenses of
the Closing Agent, and up to $100,000 towards the unpaid
administrative fees of Christian Panagakos and Florida Bankruptcy
Advisors. P.L., including without limitation post-confirmation fees
as both counsel and Liquidating Agent.

     h. Closing: 15 calendar days after the order approving the
sale is entered and becomes final and non-appealable

     i. The Property will be sold in its "as is, where is"
condition and with all faults, with no guarantees or warranties,
express or implied.

All broker commissions will be in accordance with the Orders
employing Broker and as outlined. The brokers commission structure,
to be paid in its entirety from the Buyer's Premium as outlined, is
2% of the gross sale price, not including any Buyer's Premium, to
the buying broker, if any and ii) payment to the listing Broker as
follows:

     i. $250,000 fixed fee for a gross sale price up to and
including $33M, not including the Buyer's Premium;

    ii. 1% of the gross sale price if over $33 million and up to
and including $36.5 million, not including the Buyer's Premium;

   iii. 1.5% of the gross sale price if over $36.5 million and up
to and including $40 million, not including the Buyer's Premium;

    iv. 2% of the gross sale price if over $40 million, not
including the Buyer's Premium;

     v. If there is not a buyer's broker involved in the sale of
the Property, the Broker will evenly split the expected 2% buyer
broker commission with the bankruptcy estate, thereby increasing
such funds to be distributed as a Buyer's Premium .

     vi. Moreover, in the event that no Qualifying Bid is received,
and DB Private Wealth Mortgage Ltd. takes title to the Property by
credit bid, then no broker will be entitled to any earned
commissions, however, DB Private will reimburse the actual and
approved advanced marketing campaign expenses, up to $30,000 within
10 days of the order approving sale becoming final and
non-appealable and the deed to DB Private being recorded, as
further defined and outlined in the Motion to Approve Bid
Procedures.

     vii. To be clear, the Broker will be paid solely from the fees
paid by the buyer that submits the highest and best Qualified Bid
at the Auction, and Broker will not be entitled to any fees or
reimbursement of costs whatsoever from the bankruptcy estate or any
interested parties to the bankruptcy estate, with the exception of
reimbursement of $30,000 from DB Private in the event that DB
Private takes title to the Property by credit bid as provided.

In the event that no Qualifying Bid is received, then title to the
Property will be transferred to DB Private and/or its assigns by
Court Order at the March 28, 2019 hearing free and clear of any
liens, claims or encumbrances, without any payment from DB Private
or disbursement to the Reorganized Debtor's estate.

In the event that there are no Qualified Bids and DB Private or its
assigns take title to the Property, no broker will be entitled to
any earned commissions, however DB Private will pay a Credit
Bidder's Premium in an amount not to exceed $145,000 to be paid
within ten days of the order approving sale becoming final and
non-appealable and the deed to DB Private being recorded.  The
Credit Bidder's Premium will be reimburse up to $30,000 towards the
Broker’s approved marketing campaign expenses, up to $15,000
towards the attorney's fees and expenses of the Closing Agent, and
up to $100,000 towards the unpaid administrative fees of Christian
Panagakos and Florida Bankruptcy Advisors. P.L., including without
limitation post-confirmation fees as both counsel and Liquidating
Agent.  

All of such payments made by DB Private, will be paid by DB Private
from the value DB Private receives from the transfer of the
Property only, and will not constitute a distribution, proceeds of
the sale or be subject to the interests of any lienholders.

To the extent necessary, the Reorganized Debtor asks that the Court
waives the 14-day stay period pursuant to Fed. R. Bankr. P.
6004(h).

The Reorganized Debtor asks that the Court sets the Auction on
March 28, 2019, at 11:00 a.m. (EST) and schedules the Sale Hearing
to consider final approval of the sale of the Property immediately
following the Auction on March 28, 2019 at 3:00 p.m. (EST).

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

    http://bankrupt.com/misc/Robert_Matthews_403_Sales.pdf

Robert Matthews sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 16-23426) on Nov. 6, 2017.  The Debtor tapped Christian
Panagakos, Esq., as counsel.

On Dec. 26, 2018, this Court confirmed the Debtor's Plan of
Reorganization which modified and confirmed the First Amended
Chapter  11 Plan of Reorganization of Robert Matthews.


ROCK CABIN: Feb. 26 Approval Hearing on Plan Outline
----------------------------------------------------
Bankruptcy Judge Daniel P. Collins is set to hold a hearing on Feb.
26, 2019 at 11:00 am to consider approval of Rock Cabin Mining,
LLC's disclosure statement in support of its chapter 11 plan.

The last day for filing written objections to the disclosure
statement is fixed at five business days prior to the hearing date
set for approval of the disclosure statement.

The Troubled Company Reporter previously reported that the Plan
will be funded by revenues generated from the operation of the
mine. Debtor anticipates having monthly income of not less than
$236,000 if the Plan is confirmed in its present proposed form,
indicating feasibility of the Plan as this amount is sufficient to
make all payments called for in the Plan.

A copy of the Disclosure Statement is available at
https://is.gd/Ip3sYH from Pacermonitor.com at no charge.

Headquartered in Scottsdale, Arizona, Rock Cabin Mining, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No.
18-10560) on Aug. 30, 2018, estimating its assets and liabilities
at between $100,001 and $500,000 each.  Harold Campbell, Esq., at
Campbell & Coombs, P.C., serves as the Debtor's bankruptcy counsel.


SAM KANE BEEF: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sam Kane Beef Processors, LLC
           dba Kane Beef
           dba SKB Acquisition Company, LLC
           dba Sam Kane Beef Processors, Inc.
        9001 Leopard Street
        Corpus Christi, TX 78409

Business Description: Sam Kane Beef Processors is a beef processor
                      headquartered in Texas.  Since its
                      beginnings in 1949, Kane Beef has expanded
                      from a local meat counter to a nationally
                      recognized supplier of dependable beef
                      products with key accounts in retail and
                      foodservice.  To learn more, visit
                      KaneBeef.com.

Chapter 11 Petition Date: January 22, 2019

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Case No.: 19-20020

Judge: Hon. David R. Jones

Debtor's Counsel: Matthew Scott Okin, Esq.
                  OKIN & ADAMS LLP
                  1113 Vine Street, Suite 240
                  Houston, TX 77002
                  Tel: 713-228-4100
                  Fax: 888-865-2118
                  E-mail: mokin@okinadams.com
                          info@okinadams.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Richard S. Schmidt, receiver.

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

         http://bankrupt.com/misc/txsb19-20020.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Marquette Commercial Finance                           $47,617,574
NW 6333
PO Box 1450
Minneapolis, MN
55485-6333

Luckey Custom Feedlot                                   $5,841,979
PO Box 1150
Devine, TX 78016

Carrizo Feeders                                         $4,169,443
PO Box 6
Carrizo Springs, TX 78834

Texana Feeders                                          $3,372,917
3493 FM 539
Floresville, TX 78114

Runnells Peters Feedyards                               $3,094,151
1444 FM 1665
Quemado, TX 78877

Morales Feedlot                                         $2,747,620
480 PR 7621
Devine, TX 78016

Bar G Feedyard                                          $1,926,023
PO Box 1797
Hereford, TX 79405

Lubbock Feeders                                         $1,888,717
105 N. Main
Wichita, KS 67202

Amigo's Beef Cattle                                     $1,836,500
4806 Avenue C
Corpus Christi, TX 78410

MGM Cattle Company                                      $1,789,364
PO Box 40
Kingsbury, TX 78638

City of Corpus Christi                                  $1,151,479
PO Box 9259
Corpus Christi, TX
78469-9257

Graham Land & Cattle                                    $1,116,704
3772 S. Highway 183
Gonzales, TX 78629

Starr Feedyard                                          $1,111,083
144 Starr Feedyard Road
Rio Grande City, TX 78582

Santa Fe Feeders                                        $1,003,202
8097 S Highway 281
Encino, TX 78353

Cal-Tex Feed Yard                                         $928,933
381 CR 373
Trent, TX 79561

Immel Feed Yard                                           $887,885
PO Box 191
Fredricksburg, TX 79624

McDonald Bar 6                                            $791,205
10119 County Road 531
Mathis, TX 78368

J.B. Hunt Transport Inc.                                  $725,740
PO Box 847977
Dallas, TX
75284-7977

Live Oak Feedyard                                         $709,860
22300 E US Highway 57
Batesville, TX 78829

Gateway Cattle Co.                                        $660,853
PO Box 269
Knippa, TX 78870


SAM MEYERS: $324K Sale of All Assets to JPC Approved
----------------------------------------------------
Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Sam Meyers, Inc.'s sale of
substantially all assets to JPC Holdings, LLC, for $324,313.

The sale is free and clear of all Claims, with all other Claims to
attach to the net proceeds of the property.

The Order is immediately effective upon its entry, and the 14-day
stay of Section 363(h) of the Bankruptcy Code is waived.

                     About Sam Meyers Inc.

Sam Meyers, Inc. -- http://sammeyers.com/-- is a wholesale
supplier of men's formal wear and accessories.  It also owns and
operates a dry cleaning business in the Midwest.  In addition to
its Louisville locations, Sam Meyers owns a store in Nashville,
Tennessee, that specializes in costume rentals and sales in
addition to formal wear; a tuxedo store in Evansville, Indiana; and
a satellite warehouse in Boston, Massachusetts.  Sam Meyers' main
warehouse is located in Louisville.

Sam Meyers sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Ky. Case No. 18-31559) on May 17, 2018.  In the
petition signed by James P. Corbett, president, the Debtor
disclosed $1.8 million in assets and $2.91 million in liabilities.
Judge Alan C. Stout oversees the case.  KAPLAN JOHNSON ABATE & BIRD
LLP is the Debtor's counsel.


SCOTT INDUSTRIES: Files Chapter 11 Plan of Liquidation
------------------------------------------------------
Scott Industries, Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan a combined plan of liquidation and
disclosure statement.

Class VI under the plan consists of the holders of allowed
unsecured claims. Each unsecured creditor will receive a pro rata
distribution of any proceeds remaining after the collection, sale
and conversion to cash to cash of the Debtor's assets.

As soon as practicable, after collection of all accounts, the
Liquidating Debtor will conduct a sale of all of its assets of any
nature or kind, including without limitation, the name and identity
of Scott Industries, Inc., the equipment, machinery, fixtures, and
the vendor numbers in one or more lots. Any of the assets sold at
such auction will be purchased free and clear of any liens, claims,
and encumbrances.

A copy of the Combined Plan and Disclosure Statement is available
at https://is.gd/FQ7Qiy from Pacermonitor.com at no charge.

                   About Scott Industries

Scott Industries, Inc., began operations in 1965 and provides
materials handling services to the automotive industry.

Scott Industries, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55381) on Nov. 13,
2018.  At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.  The case has been
assigned to Judge Phillip J. Shefferly.  The Debtor tapped Schafer
and Weiner, PLLC as its legal counsel.


SEARS HOLDINGS: Hearing on $5.2-Billion Sale to ESL on Feb. 4
-------------------------------------------------------------
Sears Holdings Corp Chairman Eddie Lampert won a bankruptcy auction
to buy the once iconic U.S. retailer after beefing up its offer to
$5.2 billion.

The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 4, 2019, at 10:00 a.m. (ET) to
consider approval of the sale to Lampert's ESL Investments, Inc.
Objections to the sale are due Jan. 26 at 4:00 p.m.

ESL will acquire substantially all of the Company's assets,
including the "Go Forward Stores" on a going-concern basis for
approximately $5.2 billion.  Provided the closing conditions are
satisfied, the transaction is expected to close on or about
February 8, 2019.

The Restructuring Committee of the Board of Directors said: "We are
pleased to have reached a deal that would provide a path for Sears
to emerge from the chapter 11 process. Importantly, the
consummation of the transaction would preserve employment for tens
of thousands of associates, as well as the relationships with many
vendors and suppliers who provide Sears with goods and services. We
would like to thank our dedicated associates, vendors and partners
for their continued support through this process, and most
importantly the members and customers we have the privilege to
serve."

On November 21, 2018, the Debtors filed a notice soliciting bids
for substantially all assets, including the Debtors' retail stores
or groups of stores on a going concern or liquidation basis and
individual target businesses, including Sears Home Services, the
business unit PartsDirect, Sears Auto Centers, and Innovel.  The
Retail Stores together with the Target Businesses are called the
"Global Assets".

On January 14, 2019, the Debtors commenced an auction for the sale
of the Global Assets.  As announced on the record of the Auction,
the Debtors, as directed by the Restructuring Committee, determined
that the offer submitted by Transform Holdco, LLC, established by
ESL Investments to acquire all or substantially all of the Global
Assets, was the highest or best offer for the Global Assets.

                          Terms of Sale

According to court filings, the material terms of the sale are:

   * Sellers: Sears Holdings Corporation and each of its
subsidiaries party to the Asset Purchase Agreement.

   * Buyer: Transform Holdco LLC

   * Acquired Assets: The successful bid involves the purchase of
substantially all of the Assets of the Company, including: (1) A
go-forward retail footprint of approximately 425 retail stores
under the "Sears" and "Kmart" brands (the "Retail Stores") and
certain other owned and leased real estate interests; and (2) The
Target Businesses, including, among others, businesses conducted at
the Retail Stores, the "Sears Auto Centers" brand, the
"PartsDirect" brand, the "ServiceLive" brand, the "Sears Home
Services" brand, the "Wally" brand, the "Kenmore" and "Diehard"
businesses, the "Monark Premium Appliance Co." brand, a home
delivery and retail installation business, various websites, the
"Shop Your Way" membership program, and the "Sears Home
Improvement" brand (in certain circumstances only).

   * Purchase Price: The Successful Bid includes the following
consideration (in connection with which, the Buyer has paid a
Deposit Amount of $120,000,000):

     a. A "Closing Payment Amount" equal to

           (i) $1,408,450,000; plus

          (ii) an amount in cash equal to the store cash (in an
amount not to exceed $17,000,000) as of 12:00 a.m. New York City
time on the closing date; plus

         (iii) the credit bid release consideration of $35,000,000;
less

          (iv) the aggregate amount of (A) the credit bid relating
to the outstanding obligations under the "FILO Facility" plus (B)
the credit bid in an aggregate amount equal to $433,450,000
(related to the "Second Lien Term Loan", the "Second Lien Line of
Credit Facility" and the "Second Lien PIK Notes"), plus (C) the
"FILO Facility Buyout Amount" (if any);

     b. Subject to Bankruptcy Court approval, a credit bid pursuant
to Section 363(k) of the Bankruptcy Code of:

           (i) all outstanding obligations held by Buyer and its
Affiliates as of the Closing Date under the IP/Ground Lease Term
Loan Facility (together with the IP/Ground Lease Buyout Amount,
approximately $231,000,000);

          (ii) all outstanding obligations held by Buyer and its
Affiliates as of the Closing Date under the FILO Facility (together
with the FILO Buyout Amount, approximately $125,000,000);

         (iii) obligations held by Buyer and its Affiliates as of
the Closing Date under the Real Estate Loan 2020 (together with the
Real Estate Loan 2020 Buyout Amount, in an amount equal to
$544,000,000); and
   
          (iv) obligations held by Buyer and its Affiliates as of
the Closing Date in an aggregate amount equal to $433,450,000 under
(x) the Second Lien Term Loan; (y) the Second Lien Line of Credit
Facility; and (z) the Second Lien PIK Notes.

     c. Cash in the amount of the outstanding obligations owed to
lenders other than Buyer or its Affiliates as of the Closing Date
under (i) the IP/Ground Lease Term Loan Facility (the "IP/Ground
Lease Buyout Amount"), (ii) the FILO Facility (the "FILO Facility
Buyout Amount"), and (iii) the Real Estate Loan 2020 (the "Real
Estate Loan 2020 Buyout Amount"), unless such lender(s) provide
written confirmation to the Sellers that such cash payment and the
obligations owed to lenders by the Seller under the IP/Ground Lease
Term Loan Facility, the FILO Facility or the Real Estate Loan 2020,
as applicable, are permanently waived and discharged against the
Sellers;

     d. The "Securities Consideration" which means debt or equity
securities in Buyer, in an amount and form to be determined by
Buyer in an amount and form reasonably acceptable to Buyer,
including as to subordination;

     e. The "Junior DIP Consideration" consisting of evidence
reasonably satisfactory to the Sellers that all obligations
(including any accrued and unpaid interest) of the Sellers with
respect to $350,000,000 aggregate principal amount outstanding
under the Junior DIP Term Loan Agreement (or such lesser aggregate
principal amount outstanding thereunder to the extent that the
junior DIP facility under the Junior DIP Credit Agreement is not
fully drawn as of the Closing Date) have been satisfied and
released;

     f. The "L/C Facility Consideration" consisting of evidence
reasonably satisfactory to the Sellers that all obligations of
Sellers with respect to amounts outstanding or commitments under
the Citi L/C Facility (but in no event with respect to a principal
amount of greater than $271,000,000) have been satisfied and
released, including as contemplated by the Cyrus Financing; and

     g. The assumption of certain of the Sellers' liabilities

   * Employees: The Asset Purchase Agreement provides that Buyer
will make offers of ongoing employment to approximately 45,000
employees.

   * New ABL Facility: The obligations owed under the DIP Credit
Agreement will be refinanced with $850,000,000 in cash to be funded
with the proceeds of a new ABL facility by and among the Buyer,
Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets, Inc. and Royal Bank of
Canada and the other lenders party from time to time thereto.

   * Roll-Over of Senior Debt: The Asset Purchase Agreement
contemplates a roll-over of $621,000,000 of senior indebtedness
(including $350,000,000 of the amounts owed under the Junior DIP
Term Loan and approximately $271,000,000 of the Citi L/C Facility)
into exit facilities.

   * Bankruptcy Milestones: The Parties will use reasonable best
efforts to comply with the following milestones:

     a. To obtain entry of the Approval Order on or before Feb. 8,
2019; and

     b. To close the Transactions on or before Feb. 19, 2019.

The Buyer can be reached at:

         Kunal S. Kamlani
         Harold Talisman
         Transform Holdco LLC
         c/o ESL Partners, Inc..
         1170 Kane Concourse, Suite 200
         Bay Harbor Islands, FL 33154
         Facsimile: (305) 864-1370
         E-mail: kunal@eslinvest.com
                 harold@eslinvest.com

The Buyer's attorneys:

         Christopher E. Austin, Esq.
         Benet J. O'Reilly, Esq.
         Sean A. O'Neal, Esq.
         Cleary Gottlieb Steen & Hamilton LLP
         One Liberty Plaza
         New York, NY 10006
         E-mail: caustin@cgsh.com
                 boreilly@cgsh.com
                 soneal@cgsh.com

A copy of the Asset Purchase Agreement is available at:

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

                      About Sears Holdings

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

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

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

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

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

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

Weil, Gotshal & Manges LLP is serving as legal counsel and M-III
Partners is serving as restructuring advisor.  Aebersold, Managing
Director, and Levi Quaintance, Vice President of Lazard Freres &
Co. LLC serve as investment banker to Holdings.  DLA Piper LLP is
the real estate advisor.  Prime Clerk is the claims and noticing
agent.


SEARS HOLDINGS: PBGC Steps in to Oversee Two Pension Plans
----------------------------------------------------------
The Pension Benefit Guaranty Corporation said Jan. 18, 2019, that
it is taking steps to assume responsibility for Sears Holdings
Corporation's two defined benefit pension plans, which cover about
90,000 people.  

Sears Holdings, which operates through its subsidiaries, which
include Sears, Roebuck and Co. and Kmart Corporation, filed for
Chapter 11 protection in October 2018.

PBGC is stepping in to become responsible for the company's two
pension plans because it is clear that Sears' continuation of the
plans is no longer possible.

"Our mission is to protect the retirement income of plan
participants and their families," said PBGC Director Tom Reeder.
"When it's no longer possible for plan sponsors to maintain their
pension plans, PBGC plays the crucial role of providing lifetime
retirement income for the workers and retirees."

PBGC has worked with Sears for several years to improve funding for
the company's plans.  PBGC estimates that the Sears' plans are
underfunded by $1.4 billion leaving them 64 percent funded.

PBGC is seeking to terminate the plans as of Jan. 31, 2019.  The
agency will become responsible for the pension plans when Sears
agrees or a court orders plan termination.

Until PBGC assumes responsibility for the pension plans, they
remain the responsibility of Sears Holdings Corporation.  Retirees
will continue to receive benefits without interruption, and future
retirees can apply for benefits as soon as they are eligible.
Sears pension plan participants with questions about their benefits
should contact Sears Holdings Pension Service Center at
1-800-953-5390, Monday through Friday 8:00 a.m. to 6:00 p.m.,
Central Time.

PBGC covers Sears' two pension plans under its Single-Employer
Insurance Program.  Benefit accruals under the plans have been
frozen since 2005.  The PBGC expects that its guarantees will cover
the vast majority of pension benefits earned under these plans.  

Termination of the Sears pension plans will not have a significant
effect on PBGC's financial statements because the claim was
previously included in the agency's fiscal year 2017 and 2018
financial statements, in accordance with generally accepted
accounting principles.


                            About PBGC

The Pension Benefit Guaranty Corporation – http://www.PBGC.gov/
-- protects the pension benefits of nearly 37 million Americans in
private-sector pension plans.  The agency operates two separate
insurance programs -- one covering pension plans sponsored by a
single-employer and another covering multiemployer pension plans,
which are sponsored by more than one employer and maintained under
collective bargaining agreements.  PBGC is currently responsible
for the benefits of about 1.5 million people in failed pension
plans. PBGC receives no taxpayer dollars.  Its operations are
financed by insurance premiums, investment income, and, for the
Single-Employer Program, assets and recoveries from failed
single-employer plans.

                      About Sears Holdings

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

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

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

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

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

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

Weil, Gotshal & Manges LLP is serving as legal counsel and M-III
Partners is serving as restructuring advisor.  Aebersold, Managing
Director, and Levi Quaintance, Vice President of Lazard Freres &
Co. LLC serve as investment banker to Holdings.  DLA Piper LLP is
the real estate advisor.  Prime Clerk is the claims and noticing
agent.


SEARS HOLDINGS: Taps Deloitte & Touche as Auditor
-------------------------------------------------
Sears Holdings Corporation and its debtor-affiliates received
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Deloitte & Touche LLP as their auditor and
advisor.

The firm will provide audit services to Sears Holdings and certain
affiliates and subsidiaries of the company.  These services include
an audit of Sears Holdings' financial statements for the year
ending February 2, 2019 pursuant to an engagement letter dated
April 23, 2018.

Deloitte & Touche estimated that its fees for the audit services
under the engagement letter will be approximately $3.935 million,
to be billed in 10 equal installments on a monthly basis.  As of
the petition date, Deloitte & Touche received four of the 10
installments in the total amount of $1.574 million.

For audit services that are not covered by the April 23 engagement
letter, the firm will charge these hourly fees:

     Professional Level     Hourly Rates
     ------------------     ------------
     Partner/Principal/      $550 - $600  
       Managing Director
     Senior Manager          $450 - $500
     Manager                 $350 - $400
     Senior                  $250 - $300
     Staff                   $175 - $200

For services related to the examination of Sears Holdings'
description and design of the system related to the Financial
Reporting and Transaction Processing Services and related General
Computer Controls, Deloitte & Touche agreed to charge fees of
approximately $310,000, of which $160,000 was paid to the firm
prior to the petition date.

Aside from the audit services, Deloitte & Touche will also provide
advisory services, which include (i) an evaluation of proposed
divestitures of certain business units of Sears Holdings; (ii)
software asset management and software license analysis services;
(ii) accounting advisory services related to restructuring; and
(iv) accounting advisory services in connection with Phase II
through Phase III of Sears Holdings' assessment of the New Revenue
Standard and Phase II through Phase V of their assessment of the
New Leases Standard.

For accounting advisory services related to restructuring, Deloitte
& Touche will charge these hourly fees:

     Professional Level      Hourly Rates
     ------------------      ------------
     Partner/Principal/       $775 - $925      
       Managing Director  
     Senior Manager                  $625
     Manager                         $525
     Senior                          $450
     Staff                           $295

Meanwhile, the firm agreed to charge fees of approximately
$850,000 for services related to Sears Holdings' assessment of the
New Revenue Standard and New Leases Standard.  Prior to the
petition date, the firm received $390,000 in fees.

Jim Berry, a partner at Deloitte & Touche, attests that the firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jim Berry
     Deloitte & Touche
     111 S. Wacker Drive
     Chicago, IL 60606-4301
     Tel: +1 312 486 1000
     Fax: +1 312 486 1486

                 About Sears Holdings Corporation

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

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

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

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

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

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

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


SHARING ECONOMY: Signs $200.1K Share Purchase Agreement
-------------------------------------------------------
Sharing Economy International, Inc. has entered into a stock
purchase agreement with Sze Man Cheung, a Hong Kong citizen, for
the purchase and sale of 690,000 shares of common stock for an
aggregate amount of US$200,100, or US$0.29 per share.  A full-text
copy of the Sale Purchase Agreement is available for free at:

                    https://is.gd/WtQBbl

                    About Sharing Economy

Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry.  The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.  Throughout
2017, the Company made significant changes in the overall direction
of the Company.  Given the headwinds affecting its manufacturing
business, the Company is targeting high growth opportunities and
has established new business divisions to focus on the development
of sharing economy platforms and related rental businesses within
the company. These initiatives are still in an early stage.  The
Company did not generate significant revenues from its sharing
economy business initiatives in 2017.

RBSM LLP's audit opinion included in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph stating that the Company had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.

Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016.  As of Sept. 30, 2018, the
Company had $59.80 million in total assets, $9.46 million in total
liabilities and $50.33 million in total equity.


STEPHEN DERNICK: Amended Bid for Stay Pending Appeal Junked
-----------------------------------------------------------
Bankruptcy Judge Eduardo V. Rodriguez denied Stephen Harry Dernick
and David D. Dernick's amended emergency motion for stay pending
appeal on fees awarded in connection with motion to compel, which
was filed in response to the Court's "Order on NorthStar Gas
Ventures, LLC's application to recover fees awarded in connection
with motion to compel."

In seeking a stay pending appeal, the moving party must
demonstrate: (1) whether the movant has made a showing of
likelihood of success on the merits; (2) whether the movant has
made a showing of irreparable injury if the stay is not granted;
(3) whether the granting of the stay would substantially harm the
other parties; and (4) whether the granting of the stay would serve
the public interest.

In each of the four factors, Debtors have failed to meet their
burden of proof. Debtors' scantly plead Amended Emergency Motion
fails to articulate how they would likely succeed on the merits,
fails to demonstrate irreparable injury if the stay was not
granted, fails to demonstrate how NorthStar or other parties would
not be substantially harmed, and fails to show how the granting of
the Amended Emergency Motion would serve the public interest.

Additionally, Debtors put forth no evidence at the Jan. 14, 2019
hearing in support of the amended emergency motion. As such, this
Court concludes that Debtors have failed to meet the requirements
for relief under Rule 8007.

A copy of the Court's Memorandum Opinion dated Jan. 16, 2019 is
available at:

     http://bankrupt.com/misc/txsb18-32417-300.pdf

Stephen Harry Dernick filed for chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 18-31575) on May 4, 2018, and is
represented by Eric A. Liepins, Esq.


STUDIO CITY: Moody's Rates Proposed Sr. Unsec. Notes B2
-------------------------------------------------------
Moody's Investors Services has assigned a B2 senior unsecured
rating to the proposed US dollar notes to be issued by Studio City
Finance Limited (B1 stable). The notes will be guaranteed by all of
its existing subsidiaries.

The rating outlook is stable.

Studio City plans to use the proceeds from the issuance -- together
with the proceeds from the initial public offering (IPO) of Studio
City International Holdings Limited -- to primarily refinance the
company's existing $825 million senior unsecured notes due 2020.

RATINGS RATIONALE

"Studio City's B1 corporate family rating primarily reflects the
company's improving business profile following the successful ramp
up of its casino operations and the recovery in Macao's gaming
revenue, which has in turn enhanced its earnings and credit
metrics," says Stephanie Lau, a Moody's Vice President and Senior
Analyst.

"On the other hand, the rating is constrained by the company's
geographical concentration and moderate financial metrics," adds
Lau.

The B2 rating of the proposed notes is one notch lower than Studio
City's B1 corporate family rating because of the risk of legal
subordination, reflecting the fact that a large portion of its debt
comprises secured debt.

The planned refinancing transaction is credit positive, because it
will extend Studio City's debt maturity, thereby increasing
financial headroom against future capital spending.

Moody's expects Studio City's total reported debt to increase only
moderately over the next 1-2 years, from $2.0 billion as of 30
September 2018, because debt reductions from the initial public
offering (IPO) proceeds of its parent - Studio City International
Holdings Limited - will partly offset incremental debt to fund its
capital spending associated with the phase two expansion project.

The rating also factors in Moody's expectation that Studio City's
adjusted EBITDA will remain healthy over the next 1-2 years, at
around $300-$330 million annually, similar to the $306 million
recorded for the 12 months to September 2018.

This expectation reflects the company's strategic focus on the
premium mass-market segment, which exhibits greater resilience to
economic cycles and higher profitability than the VIP segment.
While the cessation of VIP rolling chip operations from January
2020 will have the effect of reducing earnings, the negative impact
will be manageable.

Given the expectations, Moody's projects that Studio City's
adjusted debt/EBITDA will register around 6.7x-7.3x over FY2019 and
FY2020, similar to the 6.5x recorded for the 12 months to September
2018. Likewise, the company's EBITDA/interest will likely remain
largely steady at around 2.0x over the same period. These projected
financial metrics are consistent with the company's B2-level
standalone credit strength.

Studio City's ratings continue to incorporate a one-notch uplift,
reflecting Moody's expected likelihood of extraordinary support
from its parent -- Melco Resorts & Entertainment Limited -- given
Studio City's increasing importance to the parent and the parent's
solid financial flexibility.

The stable rating outlook reflects Moody's expectations that Studio
City's operating performance will remain healthy, and that its
credit metrics will remain stable over the course of its phase two
construction.

Studio City Finance's ratings could be upgraded if it enhances its
scale and financial profile. Specifically, upward rating pressure
would emerge if debt/EBITDA declines below 5.0x-5.5x and
EBITDA/interest rises above 3.0x on a sustained basis.

On the other hand, the ratings could be downgraded if it engages in
(1) aggressive expansion and capital spending; and/or (2) its
operations deteriorate, resulting in tight liquidity and high
leverage on a sustained basis.

Specifically, downward rating pressure would emerge if debt/EBITDA
exceeds 7.5x-8.0x and EBITDA/interest coverage falls below 1.8x on
a sustained basis.

In addition, a decline in the ability or willingness of its parent
-- Melco Resorts & Entertainment Limited -- to provide support
would also lead to downgrade pressure.



SURVEYMONKEY INC: S&P Assigns 'B' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings revised its financial risk profile assessment
for SurveyMonkey Inc. to highly leveraged after correcting an error
in its adjusted debt computation for the company. S&P made the
correction to include financing lease obligations that it had
previously excluded since April 2015.

The 'B' issuer credit rating reflects SurveyMonkey's relatively
limited scale, narrow business focus, and relatively low barriers
to entry in its industry.

S&P said, "The stable outlook reflects our expectation that the
company will maintain its leading position in the online survey
business, with high-single-digit to low-double-digit revenue and
EBITDA growth supporting steady debt leverage reduction to below 6x
by year-end 2019.

"We could lower the rating if we believe the company's FOCF to debt
will decline and remain below 4% or if debt to EBITDA remains above
the mid-6x area, likely because of poor operating performance
resulting in margin compression or significant debt-funded
acquisitions.

"We could raise our issuer credit rating on SurveyMonkey if the
company makes steady progress growing its enterprise solutions
business and improving operating performance such that adjusted
leverage declines and remains below 5x and FOCF to debt increases
and remains above 10%."



TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq
---------------------------------------------------------------
Technical Communications Corporation received on Jan. 16, 2019,
notice from the Nasdaq Listing Qualifications department of the
Nasdaq Stock Market that, because the Company had not yet filed its
Annual Report on Form 10-K for the fiscal year ended Sept. 29,
2018, the Company no longer complied with Nasdaq continued listing
Rule 5250(c)(1), which rule requires companies with securities
listed on Nasdaq to timely file all required periodic reports with
the U.S. Securities and Exchange Commission.  Pursuant to such
notice, the Company will have 60 calendar days to submit a plan to
Nasdaq to regain compliance; if the plan is accepted, Nasdaq can
grant an exception of up to 180 days from the due date of the
Filing, or until July 15, 2019, to regain compliance.

The Company's failure to timely file the Filing is primarily due to
certain changes to the Company's revenue recognition which has
impacted the filing of both its 2018 Form 10-K and related
financial statements and the reliance on certain previously issued
financial statements.  The Company will complete the required
filings as soon as practical after the current and former
independent registered public accounting firms review and complete
the audits of such financial statements.  The Company is currently
working with its current and former independent registered public
accounting firms to complete such audits and restatements, and will
provide information to Nasdaq in its plan to regain compliance as
to the expected filing date of the Filing, although at this time
the Company does not have an estimate as to the date such Filing
will be made.

      Non-Reliance on Previously Issued Financial Statements

On Jan. 15, 2019, the Audit Committee of the Board of Directors of
the Company, based on the recommendation of management and after
consultation with the Company's current and former independent
registered public accounting firms, concluded that certain
previously issued financial statements and the audit report of the
financial statements for the year ended Sept. 30, 2017, dated
Dec. 29, 2017, should no longer be relied upon.  Specifically, the
Company believes that, based on information available to date, it
will restate its financial statements for the quarter ended
July 1, 2017 and fiscal year ended Sept. 30, 2017 in connection
with the correction of an error related to the Company's
application of its revenue recognition policy as identified by the
Company's current auditors.  The Company also intends to restate
and amend its financial statements for the quarterly periods,
during its 2018 fiscal year, ended Dec. 30, 2017, March 31, 2018
and June 30, 2018 in connection with, but not limited to, the
correction of an error in its application of its revenue
recognition policy, as well as corrections in its inventory reserve
and certain accrual calculations.  In addition, financial results
for the quarter and year ended Sept. 29, 2018, as announced by the
Company in its Current Report on Form 8-K as filed with the U.S.
Securities and Exchange Commission on Dec. 10, 2018, should no
longer be relied upon, as the Company expects these corrections to
impact results for those periods as well.  The Company is currently
working on these restatements and amendments for the previously
mentioned financial statements.  At this time, the Company does not
have an estimate of when all efforts will be completed and when
their Form 10-K for the fiscal year ended Sept. 29, 2018, as well
as other amended and restated reports, will be filed.

The Company believes that the restatements will have no impact on
total revenue recognized or to be recognized over the term of the
service contract that is currently in effect.  Furthermore, the
Company believes, based on information available to date, that the
restatements will have no impact on the timing or magnitude of cash
flows from operations.

                 About Technical Communications

Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com/-- specializes in secure
communications systems and customized solutions, supporting its
CipherONE best-in-class criteria, to protect highly sensitive
voice, data and video transmitted over a wide range of networks.
Government entities, military agencies and corporate enterprises in
115 countries have selected TCC's proven security to protect their
communications.

Technical Communications reported a net loss of $1.43 million for
the year ended Sept. 30, 2017, compared to a net loss of $2.47
million for the year ended Oct. 1, 2016.  As of June 30, 2018, the
Company had $3.84 million in total assets, $481,543 in total
current liabilities and $3.36 million in total stockholders'
equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has an accumulated deficit, has suffered significant net
losses and negative cash flows from operations and has limited
working capital that raise substantial doubt about its ability to
continue as a going concern.


TENET HEALTHCARE: Moody's Rates New 2nd Lien Notes Due 2027 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Tenet Healthcare
Corporation's new senior secured second lien notes due 2027. There
is no change to Tenet's existing B2 Corporate Family Rating, B2-PD
Probability of Default Rating, Ba3 first lien senior secured
rating, Ba3 second lien senior secured rating, and Caa1 unsecured
rating. Moody's also noted that there is no change to the stable
outlook or the Speculative Grade Liquidity Rating of SGL-2.

Proceeds from the new $750 million of senior secured second lien
notes will be used in combination with cash to repay its March 2019
unsecured notes at maturity and finance the redemption of its
February 2020 unsecured notes.

The proposed notes will be secured by a second priority pledge of
the capital stock of Tenet's domestic subsidiaries and benefit from
guarantees provided by domestic hospital subsidiaries. However, the
second lien notes (as well as the first lien notes) lack a pledge
of subsidiary assets, resulting in a weak collateral package.

The Ba3 rating benefits from of a considerable amount of unsecured
and unguaranteed debt that would absorb losses ahead of the secured
debt. That said, the proposed transaction will reduce the
proportion of unsecured liabilities relative to Tenet's secured
liabilities, thereby putting downward pressure on the ratings of
Tenet's first and second lien secured debt. That said, Moody's
expects there could be considerable changes to Tenet's capital
structure over the next 12 months given the need to refinance $2.3
billion of first lien secured notes due 2020 as well as the
potential for changes in the capital structure stemming from the
on-going strategic review of the Conifer business. Should Tenet's
capital structure evolve to have less unsecured debt or more
secured debt (either first or second lien), there could be downward
pressure on Tenet's secured note ratings.

Following is a summary of Moody's rating actions:

Ratings assigned:

Tenet Healthcare Corporation

Senior secured second lien notes due 2027 at Ba3 (LGD 3)

The rating outlook is stable.

RATINGS RATIONALE

Tenet's B2 Corporate Family Rating is primarily constrained by the
company's very high financial leverage, with adjusted debt/EBITDA
of around 6.6 times. Tenet's free cash flow after minority interest
payments is modest relative to debt. The rating is also constrained
by several industry-wide headwinds including weak volume trends and
cost inflation. Further, there is event risk tied to the presence
of an activist investor. The rating is supported by Tenet's
significant scale and diversity. The company is well diversified by
state and payor. Tenet's ambulatory surgery and revenue cycle
management businesses add business diversity and will benefit from
longer-term trends that favor services being done on an outpatient
basis. Tenet is currently reviewing whether to divest, spin-off or
pursue a merger for the revenue cycle management business, Conifer.
The credit impact will be dependent on which of these alternatives
Tenet ultimately chooses and whether proceeds, if any, are used to
repay debt.

The stable outlook reflects Moody's view that Tenet will delever
throughout 2019 and will be able to reduce debt/EBITDA to around
6.0 times by the end of 2019.

Tenet's ratings could be downgraded if the company faces
operational challenges or fails to achieve its targeted $250
million of annual cost savings. Further, the divestiture of Conifer
without debt repayment, or the pursuit of share repurchases or
shareholder distributions could result in a downgrade. More
specifically, the ratings could be downgraded if debt/EBITDA does
not decline closer to 6.0 times over the next 12-18 months.
Finally, the ratings could also be downgraded if the company's
liquidity weakens.

The ratings could be upgraded if Tenet can realize the benefits of
its cost and operating initiatives and repay debt, thus improving
cash flow and interest coverage metrics. If Moody's expects
debt/EBITDA to decline towards the 5.0 times, the ratings could be
upgraded.

Tenet, headquartered in Dallas, Texas, is one of the largest
healthcare providers in the US. The company operates 68 hospitals,
23 surgical hospitals and over 460 outpatient surgical centers in
the US as well as several facilities in the UK. Tenet also owns a
revenue-cycle management business, called Conifer. Pro forma for
recent hospital divestitures, Moody's expects Tenet's revenue to
approximate $17.7 billion in 2018.



TENET HEALTHCARE: S&P Rates New 2nd-Lien Sr. Sec. Term Loans 'B-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Dallas-based Tenet Healthcare Corp.'s proposed
second-lien senior secured term loans. The '5' recovery rating
indicates S&P's expectation of modest (10%-30%; rounded estimate:
15%) recovery for lenders in the event of a payment default. The
company is issuing the notes to refinance its unsecured debt.

All of S&P's other ratings on Tenet remain unchanged.

S&P said, "Our ratings on Tenet continue to reflect the company's
improving operating results and cash flow and our belief that it
will sustain these improvements. We believe that the company's
improved focus on its core markets and increased investment in
outpatient surgery should improve its margins. The ratings also
reflect our anticipation that Tenet's leverage will remain over 6x
for at least the next year."

  RATINGS LIST

  Tenet Healthcare Corp.
   Issuer Credit Rating        B/Positive/--

  New Rating

  Tenet Healthcare Corp.
   Senior Secured
    Second-Lien Term Loans     B-
     Recovery Rating           5(15%)


TMTR HOLDINGS: $2.65M Sale Pleasanton Property to Cudd Approved
---------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized TMTR Holdings, LLC's sale of
the real property and improvements described as 56 +/-acres, known
as 1434 County Road 422, Pleasanton, Texas (Abstract A00951 E.
Moore SV-72 56.57 acres and improvements), to  Cudd Pumping
Services, Inc. for $2.65 million.

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

The ordinary closing costs, including real estate commissions to
Keller Williams Heritage, $5,000 of legal fees to Langley & Banack,
Inc., the local ad valorem taxing authorities including Atascosa
County (pro-rated through closing for 2019 taxes) and the U.S.
Trustee fees relating to the sale (in the projected amount of
$26,500, are to be paid directly from closing to be allocated
between TrustTexas Bank ($15,000) and Keller Williams Heritage
($11,500).

The liens of TrustTexas Bank, Atascosa County and any other party
with a valid lien will automatically attach to the net sales
proceeds based upon their pre-petition priority, and the claims of
TrustTexas Bank and Atascosa County paid directly from the closing;
there are no net proceeds available to pay any valid claims of
creditors (if any) which are inferior to TrustTexas Bank.

The ad valorem tax lien for tax years 2018 and prior pertaining to
the subject property will attach to the sales proceeds and that the
closing agent will pay all ad valorem tax debt owed incident to the
subject property immediately upon closing and prior to any
disbursement of proceeds to any other person or entity.

The ad valorem taxes for year 2019 pertaining to the subject
property will be prorated in accordance with the Purchase Contract
and will become the responsibility of the Purchaser and the 2019 ad
valorem tax lien will be retained against the subject property
until said taxes are paid in full.

The title company will pay immediately to the United States Trustee
upon closing and prior to payment of Keller Williams Heritage and
prior to payment of TrustTexas Bank, the sum of $26,500 with
payment to be made at the following address: U.S. Trustee Payment
Center, P.O. Box 530202, Atlanta, GA 30353-0202, RE: TMTR Holdings,
LLC 425-17-52797.

                        About TMTR Holdings

TMTR Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5,
2017.  Judge Craig A. Gargotta presides over the case.  At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.  The Debtor tapped William R.
Davis, Jr., Esq., at Langley & Banack, Inc., as its legal counsel.


TMTR HOLDINGS: Cudd Buying Pleasanton Property for $2.65 Million
----------------------------------------------------------------
TMTR Holdings, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of the real property and
improvements described as 56 +/-acres, known as 1434 County Road
422, Pleasanton, Texas (Abstract A00951 E. Moore SV-72 56.57 acres
and improvements), to  Cudd Pumping Services, Inc. for $2.65
million.

The sale is scheduled to close by Feb. 14, 2019.  TrustTexas Bank
is not being paid in full from the sale proceeds (short sale).

The Debtor believes that the proposed sales price approximates the
real property's market value in the context of such a sale, and is
a reasonable value based upon the asset proposed to be sold and its
marketability.

The real property is subject to mortgage liens to TrustTexas Bank
in the approximate amount of $2,760,019 as of Dec. 31, 2018.  The
debts to TrustTexas Bank are evidenced by Promissory Notes dated
Aug. 20, 2014 in the original principal amount of $2.2 million and
a second Promissory Note dated Aug. 5, 2015 in the original amount
of 500,000; both Notes are secured by Deeds of Trust on the 56.57
acres.  TrustTexas Bank timely filed Proofs of Claim on both Notes,
including attachments of the Promissory Notes and Deeds of Trust in
the bankruptcy case.  All outstanding ad valorem taxes, including
the Atascosa County ad valorem taxes (including the 2019 ad valorem
taxes pro-rata), will be paid in full from the sale (at closing).
The ad valorem taxes owing to Atascosa County are in the projected
amount of $105,000.

The Debtor is asking permission to pay all reasonable closing
costs, including real estate commissions to Keller Williams
Heritage -- the Court approved real estate broker (6%) and $5,000
in legal fees related to the sale to Langley & Banack, Inc.,
directly at closing (TrustTexas Bank has agreed to this payment).
The net proceeds from the sale will be paid to TrustTexas Bank in
full satisfaction of the outstanding balance owing to TrustTexas
Bank, and the release of the personal guarantees TrustTexas Bank
holds against Lane and Mardee Hamilton.

TrustTexas Bank and Keller Williams Heritage have also agreed to
pay the fees payable to the U.S. Trustee as a result of the sale
(estimated to be $26,500), with such fees to be paid to the U.S.
Trustee directly at closing.

The Debtor is asking that the sale to Cudd Pumping be free and
clear of all liens, claims and encumbrances.  The liens of
TexasTrust Bank and the local ad valorem taxing authorities
(Atascosa County) will automatically attach to the net sales
proceeds based upon their pre-petition priority, and paid through
closing.

The Debtor asked an initial search for Abstracts of Judgment
against the 56.57 acres and was told none exist. The search was
performed by Matt Franklin at Martin Abstract Co.  However, if
there are any such Abstract of Judgment Liens or other secured
claims, such liens will be released/discharged as to the 56.57 acre
tract being sold.

The Commercial Contract - Improved Property provides for the sale
closing by Feb. 14, 2019, although Cudd Pumping has indicated it
will be ready to close sooner (as long as the title company can
accommodate an early closing).

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

    http://bankrupt.com/misc/TMTR_Holdings_65_Sales.pdf

                        About TMTR Holdings

TMTR Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5,
2017.  Judge Craig A. Gargotta oversees the case.  At the time of
the filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.  The Debtor tapped William R.
Davis, Jr., Esq. at Langley & Banack, Inc., as its legal counsel.


TROJAN BATTERY: Moody's Withdraws B2 CFR After C&D Tech. Deal
-------------------------------------------------------------
Moody's Investors Service withdrew all the ratings and outlook of
Trojan Battery Company, LLC, including the B2 corporate family
rating.

RATINGS RATIONALE

On December 20, 2018, C&D Technologies, Inc. completed its
acquisition of Trojan Battery. As part of the transaction, all of
Trojan Battery's debt was repaid.

The following rating actions were taken:

Withdrawals:

Issuer: Trojan Battery Company, LLC

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

Corporate Family Rating, Withdrawn, previously rated B2

Senior Secured Bank Credit Facility, Withdrawn, previously rated B2
(LGD3)

Outlook Actions:

Issuer: Trojan Battery Company, LLC

Outlook, Changed to Rating Withdrawn from Stable


UPLIFT RX: Files Chapter 11 Liquidation Plan
--------------------------------------------
UpLift Rx, LLC, and its affiliates filed a disclosure statement in
support of their chapter 11 plan of liquidation.

In an attempt to resolve the dispute with Zions First National
Bank, the Trustee, along with legal and financial advisors of the
Debtors, Zions, and the Committee attended an in-person mediation
in Houston, Texas on July 8, 2017. While the mediation was not
successful, the parties continued negotiating and were ultimately
able to reach an agreement that allowed the Debtors to continue to
use cash collateral and substantially reduce Zions' claims against
the Debtors.

The settlement reached by and between the Debtors, the Committee,
and Zions was the product of extensive negotiations between the
parties. A pivotal part of the settlement included the Debtors' and
the Trustee’s efforts to sell the Debtors' business as a going
concern. Fortunately, the sale of the Debtors' business as a going
concern was already a priority of the Debtors and the Trustee. On
September 13, 2017, the Debtors, the Committee, and Zions executed
a settlement agreement and stipulation that formalized the
settlement and resolved the pending objections to the Debtors’
use of cash collateral and the potential claims against Zions (the
"Settlement Agreement"). The Settlement Agreement required the
Debtors' to continue their marketing and sale process and included
specific bench marks. In addition to the sale benchmarks, the
Settlement Agreement provided that Zions would receive the first
$7.5 million in proceeds from the sale of the Debtors' assets and
that the Debtors would receive the next $8 million in proceeds.
Proceeds above $15.5 million would be split 55% to Zions and 45% to
the Debtors' estates. The Settlement Agreement also provided for a
release to Zions from the Debtors and for Zions to receive all
rights associated with the funds seized by the Government.

The purpose of the Plan is to provide for the equitable
distribution of the Settlement Proceeds, proceeds from the D&O
Causes of Action and the liquidation and orderly distribution to
creditors of the Debtors' remaining assets.

The Plan contemplates the creation of the Liquidating Trust, into
which all of the Debtors’ assets will be transferred. On the
Effective Date, the Settlement Proceeds will be distributed to
creditors of the Debtors entitled to a percentage in accordance
with the Allocation Analysis. The Liquidating Trust will be created
to liquidate the remaining assets of the Debtors and to make
appropriate distributions to the respective Debtors in accordance
with the Plan. The D&O Causes of Action and/or any proceeds
therefrom will be transferred to the Liquidating Trust for the
benefit of all creditors as provided in the Plan. All other Estate
Assets including other Causes of Action will be transferred to the
Liquidating Trust, so that the Liquidating Trustee can liquidate
such assets and make appropriate distributions to the respective
Debtors under the Plan. While creditors of each of the Debtors will
each be beneficiaries of the single Liquidating Trust, each
creditor's distribution will be wholly dependent upon the recovery
from Causes of Action and related expenses of that creditor's
particular debtor.

Class 6 consists of the Allowed Unsecured Claims against Uplift Rx,
LLC. As set forth in the Plan, Uplift Rx, LLC will not be
substantively consolidated with any other Debtor. Each Allowed
Unsecured Claim in Class 6 will receive (i) a Pro Rata Share of the
Settlement Proceeds allocated to Uplift Rx, LLC under the
Allocation Analysis; and (ii) Beneficial Interests in the
Liquidating Trust entitling the Holder to a Pro Rata Share of all
Available Trust Cash derived from Uplift Rx, LLC's Liquidating
Trust Assets less applicable expenses.

On and after the Effective Date: (i) all assets and liabilities of
the Corporate Debtors will be merged, so that all of the assets of
the Corporate Debtors shall be available to pay all of the
liabilities of the Corporate Debtors under the Plan; (ii) no
distributions will be made under the Plan on account of
Intercompany Claims between the Corporate Debtors; (iii) all
guarantees by any of the Corporate Debtors of the obligations of
any other Corporate Debtor will be eliminated so that any Claim
against any Corporate Debtor and any guarantee thereof executed by
any of the Corporate Debtors will be one obligation of the
substantively consolidated entity; and (iv) each and every Claim
filed or Allowed, or to be filed or Allowed, in the case of any of
the Corporate Debtors shall be deemed filed or allowed against the
substantively consolidated Corporate Debtors.

A copy of the Disclosure Statement is available at
https://is.gd/SZXv6q from Pacermonitor.com at no charge.

                   About Uplift RX, LLC

Uplift Rx, LLC is a Texas Limited Liability Company formed in June
2016. It operates pharmacy located in Houston, Texas. Uplift Rx,
along with other affiliated entities together make up the Alliance
Healthcare family, a group of privately held companies
headquartered in South Jordan, Utah. The Alliance network consists
of 20 pharmacies across the country, including three pharmacies in
Texas. Since 2006, the Alliance Healthcare companies have been
working to improve the well-being of those with chronic health
conditions such as diabetes.

Uplift Rx, LLC and its debtor affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-32186) on April 7 and 8, 2017. The petitions were signed by
Jeffrey C. Smith, chief executive officer.

At the time of the filing, the Debtors estimated assets of less
than $1 million and liabilities of $50 million to $100 million. The
cases are assigned to Judge Marvin Isgur.  The Debtors tapped Baker
& Hostetler LLP as legal counsel.

On May 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee tapped
Fox Rothschild LLP as its legal counsel.

Following the appointment of Ronald L. Glass, as the Chapter 11
Trustee, BakerHostetler LLP was retained as the trustee's attorney.
The trustee tapped GlassRatner Advisory & Capital Group LLC as his
financial advisor.


URS HOLDCO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
Romulus, Mich.-based auto hauler URS Holdco Inc. recently completed
the partly debt-financed acquisition of finished vehicle logistics
company Fleet Car Carriers.

S&P Global Ratings affirmed its 'B' issuer credit rating on URS.

At the same time, S&P affirmed its 'B' issue-level rating, with a
'3' recovery rating, on URS's $297 million first-lien term loan,
including the recently issued $45 million incremental term loan.

S&P said, "The ratings affirmation reflects our expectation that
the company's organic car-hauling volumes will increase gradually
over the next couple of years, supported by moderate U.S. economic
growth. We also believe the company will gradually increase its
market share in the remarketed auto-hauling sector. Following the
incremental $45 million term loan to complete the Fleet Car
Carriers acquisition, we continue to believe that the company will
maintain debt to EBITDA of around 4x over the next 12 months.

"The stable outlook reflects our belief that the company will
continue to gradually increase its market share in the remarketed
auto-hauling sector. As a result, we expect the company will
moderately increase EBITDA while maintaining debt leverage around
4x and a funds from operations (FFO)-to-debt ratio in the mid- to
high-teens-percent area over the next 12 months.

"While unexpected, we could lower our ratings on URS during the
next 12 months if its debt leverage increases above 6x or its FOCF
approaches zero. This could occur if the company completes a large
debt-financed transaction or there is a dramatic unexpected
slowdown in the auto-hauling market that weakens the company's
pricing and leads to the loss of some of its significant
customers.

"Although unlikely in the next 12 months, we could raise our
ratings on URS if the company develops a stable operating track
record under its current owners, with debt leverage comfortably
below 4x and a FOCF-to-debt ratio of greater than 10%. We would
also need to believe that the financial sponsor is committed to
keeping leverage below 5x."



VICTOR DE LEON: Navanis Buying Milpitas Property for $4.2 Million
-----------------------------------------------------------------
Victor De Leon asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of interest in the
real property located at 1350 Country Club Drive, Milpitas,
Californiato Rajesh Navani and Annu Navani for $4.2 million.

A hearing on the Motion is set for Feb. 14, 2019 at 10:30 a.m.

The disputed liens and interests of Mann S. Kim and Hun M. Kim is a
Judgment secured by a purported abstract of judgment in the
principal amount of $407,500.  The Debtor asks that the entire
amounted demanded by Kim with the aforementioned lien or interest
attaching to the sales proceeds to the same extent, validity and
priority as they currently exist pending further order of the
Court.

The Buyers have agreed to purchase the estates interest in
Milpitas.  This property is the Debtor's residence.   In
consideration, they will pay $4.2 million.  The sale will be free
and clear of claims and interests.

The only known secured liens against the real property are:

     (a) Deed of trust in favor of U.S. Bank National Association,
not in its Individual Capacity but solely as trustee for the RMAC
Trust, Series 2016-CTT

     (b) Disputed judgment lien in favor of Mann S. Kim and Hun M.
Kim

     (c) Judgment lien in favor of Robert Wood

     (d) Judgment lien in favor of Thompson, Mahan & Associates,
Inc., doing business as Ama Collection Services

     (e) Possible Federal Tax Lien in favor of United States of
America1

     (f) Lien in favor of the State of California, Franchise Tax
Board

From the proceeds of sale, the Debtor intends to pay:

     (a) U.S. Bank National Association, Not in its Individual
Capacity but solely as trustee for the RMAC Trust, Series 2016-CTT
- approximately $2,707,225.

     (b) Robert Wood - $37,283

     (c) Thompson, Mahan & Associates, Inc. - approximately $3,000

     (d) United States of America in an amount to be determined

     (e) State of California, Franchise Tax Board approximate
$28,520

     (f) Estimated closing costs and miscellaneous charges in the
approximate amount of $20,000

     (g) The Debtor's homestead exemption of $100,000.  If the sale
is approved, there is a 2.5% real estate commission of $105,000 due
upon the sale to Timothy Crofton Real Estate Inc and $5,000 to
Alliance Bay Realty.

The Escrow will be handled by First American Title Company, 39465
Paseo Padre Parkway, Suite 1250, Fremont, California 94538. Phone
number (510) 638-8700, Fax (866)493-5431.   The escrow officer is
Susan Velasco email: Svelasco@firstam.com with escrow no.581141.

The Debtor believes that the Buyer is purchasing Milpitas in good
faith and for fair consideration and believes that the sale of
Milpitas is in the best interests of his estate and its creditors.

Finally, the Debtor asks that the Court waives the stay provisions
of Bankruptcy Rule 6004(h) so that the sale may close as
expeditiously as possible.

Counsel for the Debtor:

         Marc Voisenat, Esq.
         2329 A Eagle Avenue
         Alameda, Ca 94501
         Telephone: (510) 263-8664
         Facsimile: (510) 272-9158

Victor De Leon sought Chapter 11 protection (Bankr. N.D. Calif.
Case No. 11-56921) on July 25, 2011.


VIDANGEL INC: Unsecureds to be Paid in Full Over 5 Years
--------------------------------------------------------
VidAngel, Inc., filed with the U.S. Bankruptcy Court for the
District of Utah a disclosure statement in support of its proposed
plan of reorganization.

Under its Plan the Debtor (VidAngel) proposes: (a) to pay the
Priority Claims with Priority Payments, (b) to pay the Credit
Holders' Claims by executing and delivering Credit Holders' New
Agreements to the Credit Holders,(c) to pay the Studios' Claims
with Studios' Payments, (d) to pay the General Unsecured Claims
with GUC Payments, (e) to pay the Convenience Claims with
Convenience Payments, and (f) to reinstate the Equity Interests. In
essence, the Debtor plans to pay all its creditors in full, over
time, with the profits it reasonably expects to earn in the
future.

With respect to Class 3 (the Studios' Claims) -- the values of
which have not yet been determined in the California Action -- the
Plan generally provides that these claims, if any, will be
amortized and paid over 10 years at six percent interest. If their
claims exceed $7 million, then the balance will be paid at the end
of 10 years, with interest. If the Debtor cannot pay the balance,
then the Debtor will be sold as a going concern in a commercially
reasonable manner.

Class 4 general unsecured creditors will be paid in full over five
years.

The Debtor has analyzed its ability to meet its obligations under
the Plan and determined that the Debtor will be able to make all
payments contemplated by the Plan. The Debtor intends to offer
evidence in support of this proposition at the Confirmation
Hearing. With the growth of the Debtor's original content, the
monthly operating statements, show a steady rise of cash flow for
the last six months.

A copy of the Disclosure Statement is available at
https://is.gd/83C7RP from Pacermonitor.com at no charge.

                     About VidAngel Inc.

VidAngel is an entertainment platform empowering users to filter
language, nudity, violence, and other content from movies and TV
shows on modern streaming devices such as iOS, Android, and Roku.
The company's newly launched service empowers users to filter via
their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as
well as enjoy original content produced by VidAngel Studios.  Its
signature original series, Dry Bar Comedy, now features the world's
largest collection of clean standup comedy, earning rave reviews
from fans nationwide.

VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017.  In the
petition signed by CEO Neal Harmon, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  

Judge Kevin R. Anderson presides over the case.

J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as
bankruptcy counsel to the Debtor.  The Debtor hired Durham Jones &
Pinegar and Baker Marquart LLP as its special counsel; and Tanner
LLC as its auditor and advisor.  The Debtor also hired economic
consulting expert Analysis Group, Inc.  The Debtor tapped Stris &
Maher LLP as special counsel in the Debtor's Appellate Case.


WARRIOR MET: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings noted that U.S.–based coal producer Warrior
Met Coal Inc.'s credit metrics remain strong amid volatile
metallurgical (met) coal prices. S&P anticipates Warrior will
operate at adjusted debt leverage of 1x-1.5x in 2019.

As a result, S&P affirmed its 'B+' issuer credit rating on Warrior.
The outlook is stable.

S&P said, "We also raised our issue-level rating on the company's
senior secured debt to 'BB' from 'BB-' and revised the recovery
rating to '1' from '2', indicating our expectation of very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
default.

"The affirmation reflects our expectation that Warrior will
maintain strong EBITDA margins and low debt leverage for the next
12 months. Warrior continues to generate strong operating cash
flows from the international met coal market, where it sells its
entire annual production. We estimate EBITDA increased by 15%-20%
and EBITDA margins expanded slightly reaching nearly 44% for 2018.
Even with a moderate decline (15%-20%) of hard coking coal (HCC)
prices in 2019 and beyond (our base case scenario assumes about 10%
decline in HCC prices beyond 2019 from our 2018 expectation), we
anticipate Warrior will generate adjusted EBITDA margins between
33% and 35% and operate at adjusted debt leverage below 2x. Under
this scenario, we factor in about $200 million in distributions
that will still allow Warrior to build cash balance to about $200
million in 2019.

"The stable outlook reflects our expectation the company is well
positioned to achieve its production targets of 7.5 million-8
million short tons annual run rate in the next 12 months. We
believe that the strong demand for the Warrior's high-quality met
coal and flexible cost structure should achieve margins over 35% in
the next 12 months. This is likely even with a modest strengthening
of the U.S. dollar and moderate decline in the HCC Index price. We
expect the company to operate at adjusted leverage of 1x-1.5x in
the next 12 months.

"We could raise the rating if Warrior improves its geographic or
asset diversification, including adding domestic sales or foreign
operations, while maintaining EBITDA margins in line with current
expectations. Furthermore, we believe that an upgrade would be
contingent to an expectation of a less volatile cash flows and
adjusted leverage below 3x.

"We could lower the rating if we expect adjusted leverage will
approach 4x. This could result from an unusually sharp EBITDA
decline of over 65% from our expectations if U.S. dollar prices for
HCC coal drop more than 30% along with weaker global demand for
low-volatility HCC coal. This scenario would be associated with
EBITDA interest coverage dropping toward 3x and FOCF dropping below
$100 million."



WESTERN COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Western Communications, Inc.
           dba The Bulletin
           dba Baker City Herald
           dba The Observer
           dba The Redmond Spokesman
           dba The Daily Triplicate
           dba Curry Coastal Pilot
        POB 6020
        Bend, OR 97708-6020

Business Description: Western Communications, Inc. is a small
                      market newspaper, niche publishing,
                      printing, and digital media company with
                      publications spread throughout Oregon (six
                      publications) and California (two
                      publications).  The Debtor is an Oregon
                      corporation headquartered in Bend, Oregon.
                      The Company previously sought bankruptcy
                      protection on August 23, 2011 (Bank. D.
                      Oregon Case No. 11-37319).

Chapter 11 Petition Date: January 22, 2019

Court: United States Bankruptcy Court
       District of Oregon (Portland)

Case No.: 19-30223

Judge: Hon. Trish M. Brown

Debtor's Counsel: Michael W. Fletcher, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2169
                  Fax: (503) 972-3867
                  Email: michael.fletcher@tonkon.com

                     - and -

                  Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                       (503) 221-1440
                  Fax: (503) 972-3713
                  E-mail: al.kennedy@tonkon.com
                          albert.kennedy@tonkon.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Elizabeth C. McCool, chairwoman.

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

            http://bankrupt.com/misc/orb19-30223.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Page Cooperative Inc.                Cooperative          $945,963
700 American Ave., Suite 101          Agreement
King Of Prussia, PA 19406
Tel: 800-468-9568

Newscycle Solutions Inc.            Media Software        $325,014
POB 851306                             Services
Minneapolis, MN
55485-1306
Tel: 651-639-0662

Davis Wright Tremaine LLP           Legal Services        $233,666
1201 3rd Ave Ste 2200
Seattle, WA 98101-3045
Tel: 503-241-2300

Sacramento Bee                     News Publication        $91,330
POB 11967                              Services
Sacramento, CA
93776-1967
Tel: 916-321-1000

Homeland Fireworks Inc.           Fireworks Display        $58,912
POB 7
Jamieson, OR 97097
Tel: 208-740-9373

Bank of America                   Appraisal Services       $53,583
800 Fifth Ave.
Seattle, WA 98104
Tel: 980-335-3561

Karnopp Petersen LLP                Legal Services         $51,924
1201 NW Wall St Ste 300
Bend, OR
97701-1957
Tel: 541-382-3011

Grove Mueller Swank PC                Accounting           $39,000
POB 2122                               Services
Salem, OR
97308-2122
Tel: 503-581-7788

Southern Lithoplate Inc.           Printing Services       $27,650
POB 741887
Atlanta, GA 30374
Tel: 919-556-9400

Journal Graphics Inc.                  Commercial          $19,979
2840 N.W. 35th Ave                 Printing Services
Portland, OR 97210
Tel: 503-790-9100

Eastman Kodak Company Inc            Trade Creditor        $19,782
343 State St.
Rochester, NY 14650
Tel: 585-724-4000

Harrigan Price                         Accounting          $18,136
Fronk & Co. LLP                         Services
2796 NW Clearwater Dr.
Bend, OR
97703-7008
Tel: 541-382-4791

Pacific Power Inc.                     Electrical          $15,422
POB 26000
Portland, OR 97256
Tel: 888-221-7070

Oregon Web Press Inc.            Publishing Services       $15,216
263 29th Ave Sw
Albany, OR 97322
Tel: 541-926-3000

Century Washington                    Landscaping          $11,316
Center Inc                              Services
POB 700
Bend, OR 97709
Tel: 541-385-7799

Carter & Associates                    Employment          $10,000
POB 21444                                Agency
El Cajon, CA 92021
Tel: 619-588-5339

AdvantageNewspaper                    Advertising           $8,097
Consultants                           Consulting
501-B Executive Place                  Services
Fayetteville, NC 28305
Tel: 910-323-0349

Sun Chemical Inc                    Trade Creditor          $6,839
POB 2193
Carol Stream, IL
60132-2193
Tel: 800-543-1822

United Way of                         Sponsorship           $6,000
Deschutes County
POB 5969
Bend, OR 97708
Tel: 541-389-6507

Andrews Mcmeel                        Syndication           $5,483
Universal Andrews                       Services
Mcmeelsynd/Universal Uclick
POB 843345
Kansas City, MO
64184-3345
Tel: 816-581-7300


WILLIAM THOMAS: CCO Renewed Bid to Appoint Ch. 11 Trustee OK'd
--------------------------------------------------------------
Bankruptcy Judge David S. Kennedy granted Clear Channel Outdoor
Inc.'s renewed motion for appointment of Chapter 11 Trustee.

Clear Channel Outdoor, Inc., a prepetition judicial lien creditor,
filed the instant motion under 11 U.S.C. section 1104(a)(1)-(2)
originally seeking the appointment of a Chapter 11 trustee with
"limited powers." Creditor, the Tennessee Department of
Transportation, and Tennison Brothers, Inc., also a pre-petition
judicial lien creditor, each filed a notice of joinder regarding
Clear Channel's motion. The motion resulted in three written
objections or responses thereto filed by Mrs. Lynn Schadt Thomas,
Debtor William H. Thomas, Jr., aka Bill Thomas, and the United
States Trustee for Region 8 respectively. It is noted that the
United States Trustee also filed a "Motion to Dismiss or, in the
Alternative, Convert Chapter 11 Case to Case Under Chapter 7."

Mr. Thomas, joining with Mrs. Thomas, argue that the Creditors,
also including TDOT, have not meaningfully addressed any "cause"
for the appointment of a Chapter 11 trustee and that "mere
acrimony" is not sufficient cause. The Court, however, disagrees
under the totality of the particular facts and circumstances
existing in this case. Here, there is no reasonable likelihood of
any cooperation among the parties in the foreseeable future, and
the parties have been working at cross-purposes since this case was
transferred to this Court. Simply put, the relationships here are
very deeply-seeded with severe acrimony. Mr. Thomas, the Creditors,
and TDOT have substantial differences of opinion regarding the
outcome of the relevant matters before the Court. No party disputes
that there is a long history of severe acrimony among the
interested parties in this case (i.e., Mr. Thomas, the Creditors,
and TDOT). T the relationship among Mr. Thomas, the Creditors, and
TDOT was contentious even prior to the commencement of this Chapter
11 case. Moreover, this severe acrimony has been carried over into
this Chapter 11 case clearly impeding its success.

Mr. Thomas also alleges that the Creditors have not demonstrated
any change in circumstances since the filing of the First Motion to
give rise to the appointment of a Chapter 11 trustee; the Court
strongly disagrees. For example, since the filing of the First
Trustee Motion, Glankler Brown, PLLC, counsel for Mr. Thomas, has
withdrawn, and Mr. Thomas indicated that he would be hiring new
counsel. Despite this indication, Mr. Thomas, not a known
bankruptcy lawyer, has since chosen to act pro se. In addition, and
after almost two and a half years, no section 1125 disclosure
statement has been approved and a Chapter 11 plan has yet to be
filed by Mr. Thomas, the Creditors, or TDOT notwithstanding the
fact that the exclusivity period aborted back in 2017. Further,
there has evidently not been any type of negotiation among Mr.
Thomas, the Creditors, TDOT, and other parties in interest, and it
appears likely that there will be none given the exact history of
this case and the continued legalistic bickering. As such, the
Court finds that sufficient "cause" exists here to cause the
appointment of a Chapter 11 trustee.

Based on the totality of the particular facts and circumstances and
applicable law, the Court concludes that statutory grounds exist
under both 11 U.S.C. section 1104(a)(1) and (2) for the appointment
of a disinterested Chapter 11 trustee. More specifically, the Court
finds that proper "cause" exists for the appointment of a Chapter
11 trustee with full powers, duties, and responsibilities and that
the appointment is in the interest of the creditors as well as
other interests in the estate, including Mr. and Mrs. Thomas.

A copy of the Court's Memorandum and Order dated Jan. 18, 2019 is
available at:

     http://bankrupt.com/misc/tnwb16-27850-526.pdf

                 About William H. Thomas, Jr.

William H. Thomas, Jr., is a resident of Perdido Key, Florida.  He
is an attorney licensed to practice in the State of Tennessee and
owns various real estate and business interests, including the
ownership and operation of various advertising billboards and raw
land.

William H. Thomas, Jr., sought Chapter 11 protection (Bankr. D.
Tenn. Case No. 16-27850-DSK) on June 2, 2016.

Counsel for the Debtor is Michael P. Coury, Esq., at Glankler Brown
PLC.


WILLIAM THOMAS: Court Dismisses Bid for Leave without Prejudice
---------------------------------------------------------------
Chief Bankruptcy Judge David S. Kennedy dismissed William H.
Thomas, Jr.'s motion for leave without legal prejudice to it being
renewed later, if and when appropriate.

Mr. Thomas and two of his major creditors, Clear Channel Outdoor,
Inc. and Tennison Brothers, Inc., have been litigating for
approximately 15 years in the United States Bankruptcy Court for
the Northern District of Florida, various Tennessee State courts;
the United States District Court for the Western District of
Tennessee; the United States Court of Appeals for the Sixth
Circuit; the United States Bankruptcy Court for the Western
District of Tennessee.

This Chapter 11 case was originally filed on June 2, 2016, by Mr.
Thomas in the United States Bankruptcy Court for the Northern
District of Florida and, after a contested change of case venue
motion, was later transferred to this judicial district on motion
of Clear Channel for the convenience of the parties and in the
interests of justice. Although a tremendous amount of legalistic
bickering and extreme, deeply seeded, severe acrimony continue to
be ongoing between Mr. Thomas, on the one hand, and Clear Channel
and Tennison Brothers, on the other, no real or meaningful progress
has seemingly been made that this Court is aware of regarding the
core functions of a typical Chapter 11 case.

The Oct. 18, 2018 "Memorandum and Order on Plaintiff's Motions for
Summary Judgment Combined With Notice of the Entry Thereof" which
is currently on appeal and pending in the United States District
Court for the Western District of Tennessee, stated in relevant
part here and found, inter alia, as follows:

   * In September 2017 the Honorable Jon P. McCalla, United States
District Court Judge for the Western District of Tennessee, found
the Tennessee Billboard Regulation and Control Act to be a
violation of the First Amendment and, as such, unconstitutional.

   * Because the Tennessee Court of Appeals considered the
intervening change of law regarding the constitutionality of the
Tennessee Billboard Regulation and Control Act but found it to be
irrelevant to the tort claims, this Court saw no reason under the
totality of the circumstances and applicable law why the
intervening change of law should have any bearing on the issue of
whether the doctrine of collateral estoppel applies in the
non-dischargeability litigation here under 11 U.S.C. section
523(a)(6).

   * Applying the doctrine of collateral estoppel and being ever
mindful that this Bankruptcy Court is not a reviewing court (nor a
legal playground), Mr. Thomas was unable to relitigate these issues
before this Bankruptcy Court. This is not the time or place for Mr.
Thomas to relitigate such State court matters as this Court does
not write a clean slate here. Accordingly, Clear Channel's
$4,035,487.60 and Tennison Brothers' $1,094,670.94 pre-Chapter 11
penalty default judgment claims and judgments were determined by
this Court to be non-dischargeable under 11 U.S.C. section
523(a)(6) for torts -- i.e., valid claims against Mr. Thomas.

Mr. Thomas now seeks to appeal (not a court order but) the Court's
calendar agenda of proceedings.More specifically, Mr. Thomas
asserts that he desires to appeal "the Bankruptcy Court order
refusing to consider the pending Combined Motion for Summary
Judgment [] which [assertedly] has been fully briefed and instead
scheduling a hearing of the Motion for the Appointment of a Trustee
. . . "

The Court holds that Mr. Thomas' assertions that Clear Channel and
Tennison Brothers have no valid claims against him are, in the
opinion of this Court, misplaced for various reasons mentioned and
fully discussed in the aforesaid October 2018 Memorandum and Order.
The Court will await the outcome of the pending appeal but will
expressly note here that even if Mr. Thomas is correct that a
constitutional ruling in his favor on appeal would negate the
pre-bankruptcy "tort" judgments in favor of Clear Channel and
Tennison Brothers against him, the Court does not believe that
certain other asserted claims in those judgments also would be,
ipso facto, negated and void.

After careful consideration of the entire case record as a whole,
this Court, on its own initiative, will dismiss Mr. Thomas'  motion
without legal prejudice to it being renewed later, if and when
appropriate. Simply put, the motion requests relief that is
procedurally incorrect, given the fact that there is no such order
in existence to appeal at this time. It would do a disservice to,
among other things, go against the judicial goal set forth in
Bankruptcy Rule 1001 and the doctrine of comity to allow this
matter to go forward at this time.

A copy of the Court's Memorandum and Order dated Jan. 16, 2019 is
available at:
http://bankrupt.com/misc/tnwb16-27850-525.pdf

                 About William H. Thomas, Jr.

William H. Thomas, Jr., is a resident of Perdido Key, Florida.  He
is an attorney licensed to practice in the State of Tennessee and
owns various real estate and business interests, including the
ownership and operation of various advertising billboards and raw
land.

William H. Thomas, Jr., sought Chapter 11 protection (Bankr. D.
Tenn. Case No. 16-27850-DSK) on June 2, 2016.

Counsel for the Debtor is Michael P. Coury, Esq., at Glankler Brown
PLC.


ZEST ACQUISITION: Moody's Alters Outlook on B3 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service revised Zest Acquisition Corp.'s rating
outlook to negative from stable. Moody's also affirmed the
company's Corporate Family Rating at B3, the Probability of Default
Rating at B3-PD, the first lien secured rating at B2 and the second
lien secured rating at Caa2.

The revision in the rating outlook reflects declines in sales of
the company's main product lines. The decline in sales relates to
destocking by Zest's large customers, which are generally the large
dental implant manufacturers. Moody's believes the destocking is
largely a result of customer-specific restructuring actions, not a
decline in fundamental demand for Zest's products. As a result of
lower sales and lost operating leverage, Zest's EBITDA has declined
more than sales. As a result, debt/EBITDA has meaningfully
increased over the past year, and is now in the mid seven-times
range. The negative outlook considers the uncertainty associated
with a recovery in sales and earnings until customer buying
patterns normalize.

The affirmation of the company's B3 CFR reflects that,
notwithstanding the rise in leverage, the company maintains a
strong market position and high EBITDA margins. The affirmation
also considers the company's very good liquidity profile, $10
million of cash as of September 30, 2018, full access to a $50
million undrawn revolver and no debt maturities until 2023. Moody's
expects the company will continue to generate meaningfully positive
free cash flow even at the current level of operating performance.

The following ratings were affirmed:

Zest Acquisition Corp.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$50 million Gtd first lien revolving credit facility due 2023 at B2
(LGD3)

$265 million Gtd first lien term loan due 2025 at B2 (LGD3)

$115 million Gtd second-lien term loan due 2026 at Caa2 (LGD5)

The rating outlook is revised to negative from stable

RATING RATIONALE

Zest's B3 Corporate Family Rating reflects the company's very
narrow product focus on hardware used in dental attachments
(dentures) and its small revenue base with LTM revenues under $100
million. Its ratings also reflect the company's reliance on a few
large implant manufacturer customers for a meaningful portion of
sales. Moody's expects leverage will remain high, with debt/EBITDA
above seven times for the next year. Zest benefits from a long term
track record of consistent revenue growth and high EBITDA margins.
The company also benefits from favorable long-term demand for
dentures, primarily due to the aging population.

Ratings could be upgraded if the company returns to meaningful
growth in sales and earnings. Quantitatively, ratings could be
upgraded if debt/EBITDA is sustained below five times while
maintaining good liquidity.

Ratings could be downgraded if the company's liquidity weakens, or
if sales continue to decline or margins erode further.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above seven times for an extended period.

Headquartered in Carlsbad, CA, Zest Acquisition Corp. is a global
developer, manufacturer and distributor of medical devices used in
restorative dental procedures. Zest is owned by funds affiliated
with private equity sponsor BC Partners.

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


[*] Judiciary Has Funds to Operate Through Jan. 31
--------------------------------------------------
The Administrative Office of the U.S. Courts (AO) now estimates
that federal courts can sustain funded operations through Jan. 31,
2019.  The Judiciary continues to explore ways to conserve funds so
it can sustain paid operations through Feb. 1.  No further
extensions beyond Feb. 1, 2019, will be possible.  The Judiciary
previously had revised its estimate for exhausting available funds
from Jan. 18 to Jan. 25.

The extensions have been achieved through a multi-pronged strategy
of deferring non-critical operating costs and utilizing court
filing fees and other available balances.  Most of the measures are
temporary stopgaps, and the Judiciary will face many deferred
payment obligations after the partial government shutdown ends.

In recent weeks, courts and federal public defender offices have
delayed or deferred non-mission critical expenses, such as new
hires, non-case related travel, and certain contracts. Judiciary
employees are reporting to work and currently are in full-pay
status.

Should funding run out before Congress enacts a new continuing
resolution or full-year funding, the Judiciary would operate under
the terms of the Anti-Deficiency Act, which permits mission
critical work.  This includes activities to support the exercise of
the courts' constitutional powers under Article III, specifically
the resolution of cases and related services.  Each court would
determine the staff necessary to support its mission critical
work.

In response to requests by the Department of Justice, some federal
courts have issued orders suspending or postponing civil cases in
which the government is a party, and others have declined to do so.
Such orders are published on court internet sites.  Courts will
continue to conduct criminal trials.

The Case Management/Electronic Case Files (CM/ECF) system remains
in operation for electronic filing of documents, as does PACER,
which enables the public to read court documents.

Courts have been encouraged to work with their district's U.S.
Attorney, U.S. Marshal, and Federal Protective Service staff to
discuss service levels required to maintain court operations. The
General Services Administration has begun to reduce operations and
courts are working with their local building managers to mitigate
the impact on services.

Updates will be provided as more information becomes available.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Dean Henrik Okland
   Bankr. C.D. Cal. Case No. 19-10246
      Chapter 11 Petition filed January 10, 2019
         represented by: Matthew D. Resnik, Esq.
                         RESNIK HAYES MORADI LLP
                         E-mail: matt@rhmfirm.com

In re Dwight Donald Richert and Holly Berry Richert
   Bankr. M.D. Fla. Case No. 19-00179
      Chapter 11 Petition filed January 10, 2019
         represented by: Jason S Rigoli, Esq.
                         FURR & COHEN, P.A.
                         E-mail: jrigoli@furrcohen.com

In re Whitetail Auto Transport, LLC
   Bankr. M.D. Ga. Case No. 19-50513
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/ganb19-50513.pdf
         represented by: Scott B. Riddle, Esq.
                         LAW OFFICE OF SCOTT B. RIDDLE, LLC
                         E-mail: scott@scottriddlelaw.com

In re Northwoods Construction, LLC
   Bankr. N.D. Ind. Case No. 19-30033
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/innb19-30033.pdf
         represented by: Jay Lauer, Esq.
                         E-mail: jay@jaylauerlaw.com

In re SRI Holdings, LLC
   Bankr. D. Md. Case No. 19-10396
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/mdb19-10396.pdf
         represented by: Geri Lyons Chase, Esq.
                         LAW OFFICE OF GERI LYONS CHASE
                         E-mail: gchase@glchaselaw.com

In re Legacy Memorial, LLC
   Bankr. S.D. Miss. Case No. 19-50050
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/mssb19-50050.pdf
         represented by: Eileen N. Shaffer, Esq.
                         E-mail: eshaffer@eshaffer-law.com

In re DSMR CONSULTANTS, LLC
   Bankr. D. Nev. Case No. 19-10153
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/nvb19-10153.pdf
         represented by: David Mincin, Esq.
                         MINCIN LAW, PLLC
                         E-mail: dmincin@mincinlaw.com

In re Phase 1 Consulting Inc.
   Bankr. E.D.N.Y. Case No. 19-40165
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/nyeb19-40165.pdf
         Filed Pro Se

In re Enterprise 63 Corp.
   Bankr. E.D.N.Y. Case No. 19-40175
      Chapter 11 Petition filed January 10, 2019
         Filed Pro Se

In re Larisa Ivanovna Markus and Yuri Vladimirovich Rozhkov
   Bankr. S.D.N.Y. Case No. 19-10096
      Chapter 11 Petition filed January 10, 2019
         represented by: Ira L. Herman, Esq.
                         BLANK ROME LLP
                         E-mail: iherman@blankrome.com

In re TSS - Atlanta Inc.
   Bankr. D.S.C. Case No. 19-00204
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/scb19-00204.pdf
         represented by: Robert H. Cooper, Esq.
                         THE COOPER LAW FIRM
                  E-mail: thecooperlawfirm@thecooperlawfirm.com

In re Lyfe Tea LLC
   Bankr. M.D. Tenn. Case No. 19-00137
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/tnmb19-00137.pdf
         represented by: Steven L. Lefkovitz
                         LEFKOVITZ AND LEFKOVITZ, PLLC
                         E-mail: slefkovitz@lefkovitz.com

In re Angelia Nichole Shockley
   Bankr. M.D. Tenn. Case No. 19-00138
      Chapter 11 Petition filed January 10, 2019
         represented by: Steven L. Lefkovitz
                         LEFKOVITZ AND LEFKOVITZ, PLLC
                         E-mail: slefkovitz@lefkovitz.com

In re Apsley Medical Group, P.A.
   Bankr. W.D. Tex. Case No. 19-50062
      Chapter 11 Petition filed January 10, 2019
         See http://bankrupt.com/misc/txwb19-50062.pdf
         represented by: William R. Davis, Jr., Esq.
                         LANGLEY & BANACK, INC
                         E-mail: wrdavis@langleybanack.com

In re Detalle, LLC and Kevin Rohalmin
   Bankr. E.D. Va. Case No. 19-10099
      Chapter 11 Petition filed January 10, 2019
         Filed Pro Se

In re Lincoln Gerard Wood
   Bankr. W.D. Va. Case No. 19-60040
      Chapter 11 Petition filed January 10, 2019
         represented by: Larry L. Miller, Esq.
                         MILLER LAW GROUP, PC
                         E-mail: larry@millerlawgrouppc.com
                                 stuart@millerlawgrouppc.com
                                 jessie@larrylmillerpc.com

In re Sharon K Boe
   Bankr. W.D. Wash. Case No. 19-10059
      Chapter 11 Petition filed January 10, 2019
         represented by: James E. Dickmeyer, Esq.
                         E-mail: jim@jdlaw.net

In re Robert Clark Miller
   Bankr. N.D. Cal. Case No. 18-52639
      Chapter 11 Petition filed November 29, 2018
         represented by: Matthew D. Metzger, Esq.
                         BELVEDERE LEGAL, PC
                         E-mail: belvederelegalecf@gmail.com

In re Bruce H. Burlington
   Bankr. N.D. Cal. Case No. 18-31291
      Chapter 11 Petition filed November 30, 2018
         represented by: William F. McLaughlin, Esq.
                         LAW OFFICES OF WILLIAM F. MCLAUGHLIN
                         E-mail: mcl551@aol.com

In re Daniel H. Rosenblum
   Bankr. D. Nev. Case No. 18-17155
      Chapter 11 Petition filed December 1, 2018
         represented by: Vincent J. Aiello, Esq.
                         GREENSPOON MARDER
                         E-mail: vincent.aiello@gmlaw.com

In re Michael Matthew Lawinski
   Bankr. D. Colo. Case No. 18-20579
      Chapter 11 Petition filed December 7, 2018
         represented by: Lee M. Kutner, Esq.
                         E-mail: lmk@kutnerlaw.com

In re Christian S. Radabaugh, Sr.
   Bankr. D. Or. Case No. 18-34244
      Chapter 11 Petition filed December 7, 2018
         represented by: Nicholas J. Henderson, Esq.
                         MOTSCHENBACHER & BLATTNER, LLP
                         E-mail: nhenderson@portlaw.com

In re Willie Glenn Shaver
   Bankr. C.D. Cal. Case No. 18-24969
      Chapter 11 Petition filed December 28, 2018
         represented by: Onyinye N. Anyama, Esq.
                         ANYAMA LAW FIRM
                         E-mail: onyi@anyamalaw.com

In re Nina Michelle Williams
   Bankr. D. Md. Case No. 19-10068
      Chapter 11 Petition filed January 2, 2019
         Filed Pro Se

In re Bob Gibbs & Associates, Inc.
   Bankr. M.D. Fla. Case No. 19-00100
      Chapter 11 Petition filed January 11, 2019
         See http://bankrupt.com/misc/flmb19-00100.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re TranSouth Holdings LLC
   Bankr. S.D. Ala. Case No. 19-10103
      Chapter 11 Petition filed January 11, 2019
         Filed Pro Se

In re Boca Health & Fitness, LLC
   Bankr. S.D. Fla. Case No. 19-10417
      Chapter 11 Petition filed January 11, 2019
         See http://bankrupt.com/misc/flsb19-10417.pdf
         represented by: Chad T. Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.                  
       E-mail: Chad@cvhlawgroup.com

In re UCoat It America, LLC
   Bankr. E.D. Mich. Case No. 19-40388
      Chapter 11 Petition filed January 11, 2019
         See http://bankrupt.com/misc/mieb19-40388.pdf
         represented by: Donald C. Darnell, Esq.
                         DARNELL, PLLC
                         E-mail: dondarnell@darnell-law.com

In re John Wonshin Oh
   Bankr. E.D.N.Y. Case No. 19-40213
      Chapter 11 Petition filed January 11, 2019
         Filed Pro Se

In re N & G Real Estate Holdings, Inc.
   Bankr. E.D.N.Y. Case No. 19-70262
      Chapter 11 Petition filed January 11, 2019
         Filed Pro Se

In re Patriot Pest Management, Inc.
   Bankr. D.S.C. Case No. 19-00248
      Chapter 11 Petition filed January 11, 2019
         See http://bankrupt.com/misc/scb19-00248.pdf
         represented by: Robert H. Cooper, Esq.
                         THE COOPER LAW FIRM
                   E-mail: thecooperlawfirm@thecooperlawfirm.com

In re John B. Carson and Lanette K. Carson
   Bankr. D. Ariz. Case No. 19-00352
      Chapter 11 Petition filed January 11, 2019
         represented by: Thomas Allen, Esq.
                         ALLEN BARNES & JONES, PLC
                         E-mail: tallen@allenbarneslaw.com

In re Jon Edward Cloud and Leslie Allene Cloud
   Bankr. S.D. Cal. Case No. 19-00116
      Chapter 11 Petition filed January 11, 2019
         represented by: William P. Fennell, Esq.
                         LAW OFFICE OF WILLIAM P. FENNELL, APLC
                         E-mail: william.fennell@fennelllaw.com

In re Edwin Willis Reid and Julia Johnson Reid
   Bankr. E.D.N.C. Case No. 19-00139
      Chapter 11 Petition filed January 11, 2019
         represented by: Jason L. Hendren, Esq.
                         HENDREN REDWINE & MALONE, PLLC
                         E-mail: jhendren@hendrenmalone.com

In re Naomi Kanovsky
   Bankr. D.N.J. Case No. 19-10678
      Chapter 11 Petition filed January 11, 2019
         represented by: Andre L. Kydala, Esq.
                         E-mail: kydalalaw@aim.com

In re James Gambacorto
   Bankr. D.N.J. Case No. 19-10696
      Chapter 11 Petition filed January 11, 2019
         represented by: Joseph Casello, Esq.
                         COLLINS, VELLA & CASELLO
                         E-mail: jcasello@cvclaw.net

In re James D. (NMN) Wilcox and Kelly Jean Wilcox
   Bankr. D. Wyo. Case No. 19-20011
      Chapter 11 Petition filed January 11, 2019
         represented by: Ken McCartney, Esq.
                         THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                         E-mail: bnkrpcyrep@aol.com

In re Marvin B Ngwafon
   Bankr. D.D.C. Case No. 19-00033
      Chapter 11 Petition filed January 12, 2019
         represented by: Brett Weiss, Esq.
                         CHUNG & PRESS, LLC
                         E-mail: brett@BankruptcyLawMaryland.com

In re Premiere Ortho-Pedo PLLC
   Bankr. D.D.C. Case No. 19-00034
      Chapter 11 Petition filed January 12, 2019
         See http://bankrupt.com/misc/dcb19-00034.pdf
         represented by: Brett Weiss, Esq.
                         CHUNG & PRESS, LLC
                         E-mail: brett@BankruptcyLawMaryland.com

In re Marvin B. Ngwafon DDS MFS PC
   Bankr. D.D.C. Case No. 19-00035
      Chapter 11 Petition filed January 12, 2019
         See http://bankrupt.com/misc/dcb19-00035.pdf
         represented by: Brett Weiss, Esq.
                         CHUNG & PRESS, LLC
                         E-mail: brett@BankruptcyLawMaryland.com

In re Sri Dhanvantari
   Bankr. N.D. Cal. Case No. 19-30043
      Chapter 11 Petition filed January 13, 2019
         represented by: Gerald Bryan Smith, Esq.
                         LAW OFFICES OF BRYAN SMITH
                         E-mail: bryansmith.law@gmail.com

In re Smart Battery, LLC
   Bankr. S.D. Fla. Case No. 19-10463
      Chapter 11 Petition filed January 13, 2019
         See http://bankrupt.com/misc/flsb19-10463.pdf
         represented by: Mark S. Roher, Esq.
                         LAW OFFICE OF MARK S. ROHER, P.A.
                         E-mail: mroher@markroherlaw.com

In re Spectrum Property Management LLC
   Bankr. E.D.N.Y. Case No. 19-40215
      Chapter 11 Petition filed January 13, 2019
         See http://bankrupt.com/misc/nyeb19-40215.pdf
         represented by: Charles Wertman, Esq.
                         LAW OFFICES OF CHARLES WERTMAN P.C.
                         E-mail: cwertmanlaw@gmail.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***