---

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

              Wednesday, January 30, 2019, Vol. 23, No. 29

                            Headlines

1141 REALTY: Exit Facility, Premier Funds to Finance Proposed Plan
2018 HOUSES: Lenders to Get 360 Monthly Payments at 4%
2671 CENTERVILLE: Seeks Authority to Use Cash Collateral
342 58 STREET: Unsecureds to Get 5% Distribution Under Plan
ADVANZ PHARMA: Files Form 15 with SEC

AIR METHODS: Bank Debt Trades at 17% Off
AL THERAPY: Unsecured Creditors to Recoup 17% Under Plan
ALL STOP VENDING: Seeks Authorization to Use Cash Collateral
ALLIANT HOLDINGS I: $1.780BB Bank Debt Trades at 2% Off
ALLIANT HOLDINGS I: $310MM Bank Debt Trades at 2% Off

AMERICAN TIRE: Bank Debt Trades at 15% Off
ASSUREDPARTNERS CAPITAL: $1.268BB Bank Debt Trades at 2% Off
ASSUREDPARTNERS CAPITAL: $250MM Bank Debt Trades at 2% Off
ATD CAPITOL: Unsecured Creditors Estimated to Recover 0.2%
ATHENAHEALTH INC: Fitch Assigns B+ LT IDR, Outlook Stable

B.W. CLEANERS: Adds New Information on Treatment of FAB Claim
BAY TERRACE: Seeks to Hire International Properties as Broker
BENTWOOD FARMS: Has Authorization to Use Cash Collateral
BESORAT INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
BICOM NY: Feb. 13 Plan Confirmation Hearing

BLUE DIAMOND: Plan Proposes to Pay Unsecured Creditors in Full
BOSTON LANGUAGE: Bid to Use Cash Collateral Mooted by Dismissal
BWAY HOLDING: Bank Debt Trades at 3% Off
CARLOS MIGUELS: Seeks Approval of State Cash Collateral Stipulation
CARROLL COUNTY ENERGY: S&P Gives (P)'BB' Rating on Sr. Secured Debt

CEC ENTERTAINMENT: Bank Debt Trades at 4% Off
CHESAPEAKE ENERGY: 2.25% Convertible Note Delisted from NYSE
CLEARWAY ENERGY: Moody's Affirms Ba2 CFR, Outlook Stable
CLINTON NURSERIES: Judge Approved 13th Interim Use Cash Collateral
CNT HOLDINGS: S&P Hikes Issuer Credit Rating to B, Outlook Stable

CSC HOLDINGS: S&P Rates New Guaranteed Notes Due 2029 'BB-'
DDC GROUP: Authorized to Use Cash Collateral Through March 31
DIGITAL ROOM: Moody's Hikes CFR to B2, Outlook Stable
DOMINICA LLC: Feb. 20 Plan Confirmation Hearing
DRT HEEL: Tarakkoli Buying All Assets for $30K

DUN & BRADSTREET: Moody's Assigns B3 CFR & Rates $3BB Loans B2
DUN & BRADSTREET: S&P Lowers ICR to 'B-' on LBO Financing
EAST RIDGE RETIREMENT: Fitch Lowers Rating on $68.95MM Bonds to B-
EGALET CORPORATION: Court Confirms Chapter 11 Plan
EST GROUP: Has Authority to Use Cash Collateral Until April 15

FIRSTENERGY SOLUTIONS: West Lorain Assets Sale to Vermillion OK'd
FLOYD E. SQUIRES: Examiner Selling Eureka Property for $225K
FORTERRA INC: Bank Debt Trades at 7% Off
GARRETT PROPERTIES: McGrath Buying Charleston Properties for $110K
GARRETT PROPERTIES: McGrath Buying Showshoe Condo Unit for $25K

GFL ENVIRONMENTAL: $100MM Bank Debt Trades at 3% Off
GFL ENVIRONMENTAL: $805MM Bank Debt Trades at 3% Off
GTT COMMUNICATIONS: S&P Cuts ICR to B- on Weak Credit Ratios
GULFVIEW MEDICAL: Allowed to Use Cash Collateral on Final Basis
GYMBOREE GROUP: SSIG Sale Protocol & J&J Purchase Deal Approved

H. BURKHART: Court Rejects Plan Outline, Dismisses Chapter 11 Case
HARBOR FREIGHT: Bank Debt Trades at 2% Off
HENDRIKUS TON: Alkires Buying Buras Property for $20K
HH & JR: Amended Disclosures OK'd; Feb. 28 Plan Hearing Set
HOTELS OF STAFFORD: Plan Confirmation Hearing Set for Feb. 25

HOUSTON TRANSPORTATION: Wants to Incur $175,000 Loan, Use Cash
HULTGREN CONSTRUCTION: To Pay Subrogation Claimants 11.353%
HUSDON ES LLC: March 7 Hearing on First Franklin Settlement Set
IAN-K LLC: New Plan to Pay Unsecureds from Excess Cash Flow
ICONIX BRAND: Names John McClain as CFO

ISRS REALTY: Has Authority to Use East West Bank Cash Collateral
JAMIE ONE: 2nd Amended Disclosures OK; Feb. 21 Plan Hearing
JAMIE ONE: Fulton Bank Declares Default Under 6613 Rising Sun Loan
JOSEPH HEATH: Woods Buying Reston Property for $448K
JOSEPH MUSUMECI: Mortgage Holders Buying Encumbered Properties

KINGS AUTO: Independence Buying Overland Park Property for $1.36M
LANDSOURCE COMMUNITIES: LC Brief Opposing CACC Appeal Due March 15
LIFEMILES LTD: Moody's Alters Outlook on Ba2 CFR to Stable
LIONS GATE: S&P Rates New $400MM Sr. Unsecured Notes Due 2024 'B-'
LIVE OAK HOLDING: Trustee Selling Assets to DD Axiom for $150K

LUBY'S INC: Incurs $7.48 Million Net Loss in First Quarter
LUBY'S INC: Reports First Quarter Fiscal 2019 Results
LUNA DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
MADISON CHIROPRACTIC: Unsecured Creditors to Get 10% Under Plan
MARIO LOZANO: Gabrielle Buying Jamaica Plain Property for $1.7M

MARIO LOZANO: Sanchez Buying Dorchester Property for $1 Million
MC/VC INC: 9% Recovery for Unsecureds in 60 Monthly Payments
MICRO FOCUS: Bank Debt Trades at 3% Off
MIDICI GROUP: Asks Court to Approve Disclosure Statement
MISYS PLC: Bank Debt Trades at 2% Off

MULTIFLORA GREENHOUSES: Taps Brooks Pierce as Special Counsel
NATIONAL MENTOR: S&P Assigns B Issue Credit Rating, Outlook Stable
NATIONAL VISION: S&P Raises Issuer Credit Rating to 'BB-'
NAVISTAR INT'L: S&P Raises ICR to 'B' on Improved Credit Measures
NEW ENGLAND COLLEGE: Public Auction Set for Feb. 26

NICHOLS BROTHER: NICHOLS BROTHER: Marathon Buying Eddy County Oil
NICHOLS BROTHERS: Taps Continental Energy as Investment Banker
NORTHBELT LLC: Case Summary & Unsecured Creditor
ONE AVIATION: Proceeds from New ABL/Term Loan Facility to Fund Plan
OUR TOWN ASSOCIATES: Secured Creditor Objects to Plan Outline

OXFORD ASSOCIATES: Benedict Buying Hudson View Shares for $3.5M
PALADIN HOSPITALITY: Plan Filing Date Extended to May 13
PAREXEL INTERNATIONAL: Bank Debt Trades at 5% Off
PG&E CORP: Files for Reorganization Under Chapter 11
PG&E CORP: Says Chapter 11 Not Meant to Evade Wildfire Claims

PG&E CORP: Seeks Court Approval of $5.5 Billion DIP Financing
PM MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors
PROFLO INDUSTRIES: May Continue Cash Collateral Use Until April 30
PYRGOS TAXI: Seeks to Extend Exclusive Filing Period to April 3
QUANTUM CORP: B. Riley Financial Has 17.1% Stake as of Jan. 18

R & B SERVICES: Seeks to Extend Exclusivity  Period to April 22
RACKSPACE HOSTING: $800MM Bank Debt Trades at 7% Off
RACKSPACING HOSTING: $1.995BB Bank Debt Trades at 7% Off
REJUVI LABORATORY: Full Payment for Unsecured Creditors Under Plan
RENAISSANCE LEARNING: Bank Debt Trades at 3% Off

RENT-A-CENTER INC: S&P Raises ICR to 'B-', Off CreditWatch
RENTECH WP: Dispute with EAD Not Amenable to Mediation, Ct. Says
SAN JUAN ICE: Unsecured Creditors to be Paid 7% Over 10 Years
SIGNET JEWELERS: S&P Lowers ICR to 'BB' on Dim Business Prospects
SOUTHEASTERN HOSPITALITY: Plan Filing Extended to May 13

SOUTHFRESH AQUACULTURE: Case Summary & 20 Top Unsecured Creditors
STANLEY SWAIN'S: Allowed to Use Cash Collateral through Feb. 7
STAR PARENT: Fitch Assigns B Issuer Default Rating, Outlook Stable
STEPHANIE CALLA: Empole & Nsuka Buying New York Property for $2.1M
STONEGATE LANDING: Seeks to Hire Keller William as Broker

SUNSHINE DAIRY: Seeks to Extend Exclusive Filing Period to Feb. 19
TOISA LIMITED: Files 2nd Amended Joint Ch. 11 Plan of Liquidation
TONY3CARS INC: Carabetta Buying Dallas Property for $389K
TORRADO CONSTRUCTION: March 6 Plan Confirmation Hearing Set
TRANSDIGM INC: Bank Debt Trades at 2% Off

TRANSOUTH HOLDINGS: Selling Roberts' Saraland Property for $85K
URGENT CARES: S&P Assigns B- ICR Amid NextCare Deal, Outlook Stable
US SILICA: Bank Debt Trades at 9% Off
VALENTIA GLOBAL: U.S. Trustee Unable to Appoint Committee
VANGUARD NATURAL: Amends Employment Agreements with Top Executives

VENOCO LLC: Del. Court Has Jurisdiction Over Suit vs California
VICTOR P. KEARNEY: District Court Stays Suit vs Abruzzos
VIRENCE INTERMEDIATE: S&P Affirms 'B' ICR on athenahealth Merger
WASHINGTON PRIME: Fitch Lowers LT IDR to BB+, Outlook Negative
WJA ASSET: March 21 Confirmation Hearing on CA Express Plan

WPB HOSPITALITY: Brinkman Buying Incomplete Denver Hotel for $9.4M
YWFM LLC: Unsecureds to be Paid 5% Dividend Under Proposed Plan
ZENITH MANAGEMENT: Latest Plan Discloses Sale of Corona Property

                            *********

1141 REALTY: Exit Facility, Premier Funds to Finance Proposed Plan
------------------------------------------------------------------
1141 Realty Owner LLC and Flatironhotel Operations, LLC filed with
the U.S. Bankruptcy Court for the Southern District of New York a
disclosure statement for their chapter 11 plan of reorganization
dated Jan. 18, 2019.

The Plan provides for the reorganization of the Debtors by the use
of the Exit Facility as well as the Premier Equities, Inc. Funds.
From the Effective Date Payment the Debtors will pay all Allowed
Secured Claims (other than the Prepetition Lender's Secured Claim),
Administrative Expenses, Priority Claims, and General Unsecured
Claims. The Debtors currently anticipate that the Effective Date
will occur no later than 90 days after the confirmation of the
Plan.

Class 5 Claims are comprised of the Allowed Claims of General
Unsecured Creditors. Each holder of an Allowed General Unsecured
Claim will receive payment in full on account of such claim on the
Effective Date from the Effective Date Payment.

The payments under the Plan will be made from the (a) Exit
Facility, and (b) the Premier Funds. With respect to the portion of
the Effective Date Payment to be funded by the Premier Funds, no
later than 10 business days prior to the anticipated Effective
Date, the Debtors will provide Premier with an accounting of all
amounts the Debtors believe must be paid from such funds. No later
than two business days prior to the anticipated Effective Date,
Premier will transfer the Premier Funds to the Debtors for the
purposes of making the Effective Date Payment.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nysb18-12341-103.pdf

                    About 1141 Realty Owner

1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a
62-room boutique hotel located at 9 West 26th Street a/k/a 1141
Broadway in New York, New York.  Affiliate Flatironhotel Operating
LLC owns the liquor licenses for the restaurant facilities within
the hotel.

1141 Realty Owner LLC and Flatironhotel Operating LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
18-12341) on July 31, 2018.

In the petitions signed by Jagdish Vaswani, managing member, 1141
Realty Owner estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million. Flatironhotel estimated
$1 million to $10 million in assets and $1 million to $10 million
in liabilities.

Judge Stuart M. Bernstein is the case judge.

The Debtors tapped Klestadt Winters Jureller Southard & Stevens,
LLP as their legal counsel; CR3 Partners, LLC, as crisis management
services provider; Verdolino & Lowey, P.C. as their accountant; and
Omni Management Group, Inc. as the administrative agent and claims
and noticing agent.


2018 HOUSES: Lenders to Get 360 Monthly Payments at 4%
------------------------------------------------------
2018 Houses, LLC, filed a Chapter 11 plan of reorganization and
accompanying disclosure statement.

Class 2 Claimants (Allowed Priority Tax Claims) are impaired and
shall be satisfied as follows: The Allowed Priority Amount of all
Tax Creditor Claims shall be paid out of the revenue from the
continued operations of the business. Dallas County and Tarrant
County (collectively hereinafter "Ad Valorem Taxes") for unpaid
real property taxes shall be treated as secured claims. The Debtor
believes the tax liability for Ad Valorem Taxes for unpaid Ad
Valorem taxes to Dallas County to be $4,441.41, Denton County
$10,187.94, and Lewisville ISD $5,465.73. The Debtor's total
monthly payment to pay the Ad Valorem Taxes will be approximately
$207.

Class 3 Claimants (Allowed Claims of Midfirst Bank) are impaired
and shall be satisfied as follows:  On or about 03-31-2009 executed
that certain Promissory Note in favor of NTFN, Inc. The Note was
secured by that certain Deed of Trust also dated 03-31-2009
securing real estate. On or about, 09-13-2017, the Property was
sold at public auction and Retirement Holdings, LP obtained the
property. It was later transferred to Debtor herein.  The Debtor
shall restructure the Note to provide a secured claim to Midfirst
Bank in the amount of $166,129 ("New Note") which will be paid with
interest at a rate of 4% per annum. The New Note shall be amortized
over 360 equal monthly payments of $793.13 commencing on the
Effective Date.

Class 4 Claimants (Allowed Claims of Select Portfolio Servicing,
Inc.) are impaired and shall be satisfied as follows:  On or about
04-28-2006 executed that certain Promissory Note in favor of
Mortgage Electronic Registration Systems, Inc., as Nominee for
Fidelity and Trust Mortgage, Inc. The Note was secured by that
certain Deed of Trust also dated 04-28-2006 securing real estate.
On or about, 10-21-2015, the Property was sold at public auction
and DET Management, LLC obtained the property. It was later
transferred to Debtor herein. Select Portfolio Servicing, Inc., has
filed a Proof of Claim with respect to the Property. The Debtor
shall restructure the Note to provide a secured claim to Select
Portfolio Servicing, Inc., in the amount of $245,993 which will be
paid with interest at a rate of 4% per annum. The New Note shall be
amortized over 360 equal monthly payments of $1,174.41 commencing
on the Effective Date.

Class 5 Claimants (Allowed Claims of Select Portfolio Servicing,
Inc.) are impaired and shall be satisfied as follows:  On or about
02-17-2006 executed that certain Promissory Note in favor of First
Franklin, a Division of Nat. City Bank of IN. The Note was secured
by that certain Deed of Trust also dated 02-17-2006 securing real
estate, the Property was sold at public auction and 2012
Properties, LLC obtained the property. It was later transferred to
Debtor herein.  Select Portfolio Servicing, Inc., has filed a Proof
of Claim with respect to the Property. The Debtor shall restructure
the Note to provide a secured claim to Select Portfolio Servicing,
Inc., in the amount of $388,329, which will be paid with interest
at a rate of 4% per annum. The New Note shall be amortized over 360
equal monthly payments of $1,853.94 commencing on the Effective
Date.

Class 6 Claimants (Allowed Claims of Bank of America, N.A. as
Successor by Merger to BAC Home Loans Servicing, LP) are impaired
and shall be satisfied as follows:  On or about 11-22-2004 executed
that certain Promissory Note in favor of Ryland Mortgage Company,
an Ohio Corporation. The Note was secured by that certain Deed of
Trust also dated 11-22-2004 securing real estate, the Property was
sold at public auction and Title & Title Properties obtained the
property. It was later transferred to Debtor herein. Bank of
America, N.A. as Successor by Merger to BAC Home Loans Servicing,
LP has not filed a Proof of Claim with respect to the Property. The
Debtor shall restructure the Note to provide a secured claim to
Bank of America, N.A. as Successor by Merger to BAC Home Loans
Servicing, LP in the amount of $156,100 which will be paid with
interest at a rate of 4% per annum. The New Note shall be amortized
over 360 equal monthly payments of $745.25 commencing on the
Effective Date.

Class 7 Claimants (Allowed Claims of HSBC Bank USA, National
Association, as Trustee for Fremont Home Loan Trust 2006-C,
Mortgage Backed Certificate Series 2006-C) are impaired and shall
be satisfied as follows:  On or about 07-14-2006 executed that
certain Promissory Note in favor of HSBC Bank USA, National
Association, as Trustee for Fremont Home Loan Trust 2006-C,
Mortgage Backed Certificate Series 2006-C. The Note was secured by
that certain Deed of Trust also dated 07-14-2006 securing real
estate, the Property was sold at public auction and Turnkey
Properties, LLC obtained the property. It was later transferred to
Debtor herein.  HSBC Bank USA, National Association, as Trustee for
Fremont Home Loan Trust 2006-C, Mortgage Backed Certificate Series
2006-C has not filed a Proof of Claim with respect to the Property.
The Debtor shall restructure the Note to provide a secured claim to
HSBC Bank USA, National Association, as Trustee for Fremont Home
Loan Trust 2006-C, Mortgage Backed Certificate Series 2006-C in the
amount of $264,021 which will be paid with interest at a rate of 4%
per annum. The New Note shall be amortized over 360 equal monthly
payments of $1,260.48 commencing on the Effective Date.

The Debtor anticipates the continued operations of the business and
the rentals from the properties to fund the Plan.

A full-text copy of the Disclosure Statement dated January 14,
2019, is available at https://tinyurl.com/y9fmc74s from
PacerMonitor.com at no charge.

                      About 2018 Houses

2018 Houses is a Texas limited liability company formed for the
purpose of owning and renting various single family residential
properties.

2018 Houses, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 18-33028), on June 4, 2018.  In the petition signed by Dan
Blackburn, manager, the Debtor estimated assets and liabilities of
less than $500,000.  The Law Office of Robert W Buccholz PC, serves
as counsel to the Debtor.


2671 CENTERVILLE: Seeks Authority to Use Cash Collateral
--------------------------------------------------------
2671 Centerville Hwy, LLC seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to use cash collateral
for the purposes and amounts set forth in the proposed budget, plus
a variance not to exceed 10% per month, whichever is greater.

The Debtor owns a strip mall located at 267I Centerville Highway,
Snellville, GA (the "Sims Place"), and the Debtor's managing
member, Sabi Varon, operates the shopping center.

The Debtor requires the use of cash collateral which is essential
to maintain consistent operations and to resume payment for
ordinary, post-petition operating expenses to minimize any damage
caused by the filing. The proposed budget provides total monthly
expenses $7,400.

The Debtor believes (a) Keriman Guven asserts a first priority
security interest in the assets originating from a security deed
with an assignment of rents with an aggregate balance of
approximately $651,000; and (b) Westmoore Lending Partners III LLC
asserts a second priority security interest in assets originating
from a security deed with an assignment of rents with an aggregate
balance of approximately $300,000. Both Lenders assert that the
income and funds held in an account with SunTrust Bank and
subsequent DIP accounts are Cash Collateral as defined in Section
363(a) of the Bankruptcy Code.

Among others, the Debtor proposes these terms for the use of cash
collateral:

     (a) Cash collateral will be used to pay operating expenses of
Sims Place including, but not limited to, the insurance, utilities,
maintenance and payroll.

     (b) Cash collateral will be used only pursuant to the terms of
the Budget during the period following entry of the Interim Order
until earlier of: (i) 60 days following entry of the Interim Order;
(ii) conversion of the case to Chapter 7 or dismissal of the case;
or (iii) Debtor's violation of the terms of the Interim Order,
including failure to comply with the Budget.

     (c) As adequate protection for the cash collateral expended
pursuant to the Interim Order, Keriman and Westmoore will be given
replacement liens, to the same extent and validity of their
respective liens that presently exist in the same order of priority
as existed pre-petition, which include all assets of the Debtor
with a fair market value estimated to be no less than $1,850,000.

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

            http://bankrupt.com/misc/ganb18-71822-23.pdf

                  About 2671 Centerville Hwy, LLC

Based in Atlanta, Georgia, 2671 Centerville Hwy, LLC, filed a
voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-71822)
on Dec. 31, 2018, estimating under $50,000 in assets and under $1
million in debt.  The petition was signed by Sabi Varon, managing
member.  Ian M. Falcone, Esq., at The Falcone Law Firm, P.C.,
represents the Debtor.


342 58 STREET: Unsecureds to Get 5% Distribution Under Plan
-----------------------------------------------------------
342 58 Street Re LLC filed a disclosure statement explaining its
proposed chapter 11 plan of reorganization.

Class 4 under the plan consists of the general unsecured claims.
Scheduled Claims total approximately $1,637,908, representing
$1,147,908 of general unsecured creditors, plus the Mortgagee's
$490,000 deficiency claim. This class will be paid in cash on the
Effective Date pro-rata of $80,000, representing an approximate 5%
distribution to each claimant if all scheduled Class 4 Claims are
allowed without reduction.

Effective Date payments under the Plan will be paid from capital to
be contributed by the Interest Holders. On or before the Disclosure
Statement hearing date, the Interest holders will have placed
$550,000 in escrow with Debtor's counsel to fund Effective Date
payments. Post-confirmation, the Debtor will no longer be burdened
by debt service and operating expenses will be small until
development starts.

A copy of the Disclosure Statement is available at
https://is.gd/x60jGX from Pacermonitor.com at no charge.

Counsel for the Debtor:

     Mark A. Frankel
     BACKENROTH FRANKEL & KRINSKY, LLP
     800 Third Avenue
     New York, New York 10022
     Telephone: (212) 593-1100
     Facsimile: (212) 644-0544

                 About 342 58 Street Re

342 58 Street Re LLC is a privately held company in Boca Raton,
Florida engaged in activities related to real estate.

342 58 Street Re LLC  filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23651) on
October 24, 2018.  In the petition signed by David Goldwasser,
authorized signatory of GC Realty Advisors, workout manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.

Judge Robert D. Drain is assigned to the case.

Backenroth Frankel & Krinsky, LLP, led by Mark A. Frankel,
represents the Debtor.                 


ADVANZ PHARMA: Files Form 15 with SEC
-------------------------------------
Advanz Pharma Corp. has filed a Form 15 with the Securities and
Exchange Commission notifying the suspension of its duty to file
reports under Sections 13 and 15(d) of the Securities Exchange Act
of 1934 with respect to its limited voting shares, no par value.

                   About Concordia/ Advanz Pharma

Concordia/ Advanz Pharma -- http://www.concordiarx.com/-- is an
international specialty pharmaceutical company with a diversified
portfolio of more than 200 patented and off-patent products, and
sales in more than 90 countries.  Going forward, the Company is
focused on helping innovate, shape and grow the specialty,
off-patent sector in Europe.  Concordia/ ADVANZ PHARMA operates out
of facilities in Mississauga, Ontario and, through its
subsidiaries, operates out of facilities in Bridgetown, Barbados;
London, England and Mumbai, India.

Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016.  As at Sept. 30, 2018, Concordia had
US$1.95 billion in total assets, US$1.66 billion in total
liabilities, and US$297.13 million in total shareholders' equity.

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.  PricewaterhouseCoopers LLP, the Company's
auditor since 2015, stated that the Company has commenced a court
proceeding under the Canada Business Corporation Act (CBCA) to
restructure certain debt obligations.  The commencement of the CBCA
proceedings has resulted in events of default under certain of the
Company's credit facilities and a termination event under the cross
currency swap agreement, which defaults are subject to the stay of
proceedings granted by the court.  These events raise substantial
doubt about the Company's ability to continue as a going concern.


AIR METHODS: Bank Debt Trades at 17% Off
----------------------------------------
Participations in a syndicated loan under which Air Methods
Corporation is a borrower traded in the secondary market at 82.67
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.31 percentage points from the
previous week. Air Methods pays 350 basis points above LIBOR to
borrow under the $1.250 billion facility. The bank loan matures on
April 21, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.



AL THERAPY: Unsecured Creditors to Recoup 17% Under Plan
--------------------------------------------------------
AL Therapy, LLC, filed a Chapter 11 plan and accompanying
disclosure statement.

Class 5 Claimants (Allowed Unsecured Claims) are impaired and will
be satisfied as follows: The Unsecured Creditors will share
pro-rata in the Unsecured Creditor's Pool. The Debtor will pay
$1,000 per month for a period of 60 months into the Unsecured
Creditors Pool.  The Unsecured Creditors will be paid quarterly on
the last day of each calendar quarter. Payments to the Unsecured
Creditors will commence on the last day of the first full calendar
quarter after the Effective Date. Based upon the Debtor's Schedules
the payment to Class 5 Claims will be approximately 17% on their
Allowed Claims.

Class 2 Claimants (Allowed Internal Revenue Service Tax Claim) are
impaired and shall be satisfied as follows: The Allowed Amount of
all Internal Revenue Services claims shall be paid out of the
continued operations of the business. The IRS priority claim shall
be allowed in the amount of $7,894.52. The IRS Priority Claims will
be paid in full over a 60 month period commencing on the Effective
Date, with interest at a rate of 5% per annum. The monthly payment
shall be approximately $149.

Class 3 Claimants (Allowed Priority Tax Claims of the Texas
Workforce Commission) are impaired and shall be satisfied as
follows: The Debtors owes Unemployment Taxes to the Texas Workforce
Commission ("TWC") in the amount of priority tax amount of $890.92.
The Debtors shall pay the Priority Claim of the TWC in full with
interest at the rate of 6.50% per annum in 2 equal monthly payments
commencing on the Effective Date. The Debtor may pre-pay this Claim
at any time after the Final Confirmation Date, without penalty.

Class 4 Claimant (Allowed Secured Claim of Wells Fargo Bank N.A.)
are impaired and shall be satisfied as follows: The Debtor executed
that certain Promissory Note dated December 16, 2016 in favor of
Wells Fargo Bank, N.A., in the original principal amount of
$699,900.  As of the Petition Date, Wells Fargo asserted a claim in
the amount of $653,316.68. The Debtor would show the value of the
Collateral is $400,000. Wells Fargo shall have a Secured Class 4
Claim in the amount of $400,000, and a Class 5 Unsecured Claim in
the amount of $253,316. The Debtor shall pay the Class 4 Claim in
120 equal monthly payments with interest at the rate of 5% per
annum commencing on the Effective Date. The monthly payment shall
be $4,250. Wells Fargo shall retain its current liens on the
Collateral until
paid in full in accordance with the terms of this Plan.

The Debtor anticipates using the on-going business income of the
Debtor to fund the Plan.

A full-text copy of the Disclosure Statement dated January 10,
2019, is available at https://tinyurl.com/ybarsvca from
PacerMonitor.com at no charge.

                    About AL Therapy LLC

AL Therapy LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 18-32694) on Aug. 10, 2018.  In the petition signed by its
managing member, Lyle Matthis, the Debtor estimated $100,001 to
$500,000 in assets and $500,001 to $1 million in liabilities.  Eric
A. Liepins, P.C., led by principal Eric A. Liepins, is the Debtor's
counsel.


ALL STOP VENDING: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------
All Stop Vending, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to use of cash
collateral in accordance with the monthly budget.

The Debtor would like to maintain its operations and its inventory
consists of perishable items which must be sold and replaced on a
daily basis. The Debtor is not proposing to make "interest only"
payments as adequate protection payments at this time.

The Debtor believes First Home Bank has a secured claim which
arises from a Small Business Administration loan currently in the
approximate amount of $310,402, secured by a blanket lien on the
Debtor's assets and proceeds therefrom.

All Stop Vending, LLC, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 19-10687) on Jan. 17, 2019.

The Debtor is represented by:

        Susan D. Lasky, Esq.
        SUE LASKY P.A.
        320 S.E. 18th Street
        Fort Lauderdale, FL 33316
        Phone: (954) 400 7474
        E-mail: Sue@SueLasky.com


ALLIANT HOLDINGS I: $1.780BB Bank Debt Trades at 2% Off
-------------------------------------------------------
Participations in a syndicated loan under which Alliant Holdings I
Inc. is a borrower traded in the secondary market at 97.75
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.04 percentage points from the
previous week. Alliant Holdings I pays 300 basis points above LIBOR
to borrow under the $1.780 billion facility. The bank loan matures
on May 10, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


ALLIANT HOLDINGS I: $310MM Bank Debt Trades at 2% Off
-----------------------------------------------------
Participations in a syndicated loan under which Alliant Holdings I
Inc. is a borrower traded in the secondary market at 97.54
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.86 percentage points from the
previous week. Alliant Holdings I pays 300 basis points above LIBOR
to borrow under the $310 million facility. The bank loan matures on
May 10, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


AMERICAN TIRE: Bank Debt Trades at 15% Off
------------------------------------------
Participations in a syndicated loan under which American Tire
Distributors Inc. is a borrower traded in the secondary market at
84.80 cents-on-the-dollar during the week ended Friday, January 11,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 4.91 percentage points from
the previous week. American Tire pays 425 basis points above LIBOR
to borrow under the $720 million facility. The bank loan matures on
October 1, 2021. Moody's withdraw the rating to the loan and
Standard & Poor's gave a 'D' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 11.


ASSUREDPARTNERS CAPITAL: $1.268BB Bank Debt Trades at 2% Off
------------------------------------------------------------
Participations in a syndicated loan under which AssuredPartners
Capital Inc. is a borrower traded in the secondary market at 97.92
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.17 percentage points from the
previous week. AssuredPartners Capital pays 325 basis points above
LIBOR to borrow under the $1.268 billion facility. The bank loan
matures on October 22, 2024. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 11.



ASSUREDPARTNERS CAPITAL: $250MM Bank Debt Trades at 2% Off
----------------------------------------------------------
Participations in a syndicated loan under which AssuredPartners
Capital Inc. is a borrower traded in the secondary market at 97.92
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.17 percentage points from the
previous week. AssuredPartners Capital pays 325 basis points above
LIBOR to borrow under the $250 million facility. The bank loan
matures on October 22, 2024. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 11.


ATD CAPITOL: Unsecured Creditors Estimated to Recover 0.2%
----------------------------------------------------------
ATD Capitol, LLC, and Capitol Supply, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a disclosure
statement for their joint plan of reorganization dated Jan. 18,
2019.

Through the Plan, the Debtors propose to substantively consolidate
Capitol Supply, Inc. with ATD Capitol, LLC. ATD Capitol, LLC is in
the business of providing furniture for offices, school and places
of worship, and through a partial merger of Capitol Supply's
furniture business in early 2016, furniture for dorms and living
quarters. In 2015, ATD Capitol, LLC was formed and acquired the
furniture division of ATD American Co., a company based in
Philadelphia, including its sales department in Philadelphia. Other
segments of the business were not acquired, such as accounting and
computer support, and these operations were conducted through
Capitol Supply, Inc.'s offices in Florida. The Debtors intended to
have ATD Capitol, LLC focus on furniture sales by operating its
existing ATD Furniture Business and Capitol Supply, Inc.'s
furniture sales business (the "CSI Furniture Business"). In early
2016, Capitol Supply, Inc. began transitioning aspects of the CSI
Furniture Business to ATD Capitol, LLC, including sales contracts,
potential sales, employees, customers lists, computers, furniture
and equipment to support the business.

Upon Confirmation of the Plan, Capitol Supply, Inc. will be
substantively consolidated with ATD Capitol, LLC, including for the
following purposes: (a) treating assets of Capitol Supply, Inc. as
being a single estate of ATD Capitol, LLC, including avoidance
actions under Chapter 5 of the Bankruptcy Code, (b) treating all
claims against Capitol Supply, Inc. as against the single estate of
ATD Capitol, LLC, and (c) eliminating duplicative claims by the
same creditor asserted against more than one estate. Upon
Confirmation of the Plan, if deemed necessary by the Reorganized
Debtor after obtaining advice of counsel, the Reorganized Debtor
will file the appropriate merger documents with the proper
governmental agencies to effectuate the merger.

On the Effective Date, the holders of the Allowed General Unsecured
Claims in Class 6 will receive a Pro Rata distribution of the New
Value Payment as soon as reasonably practicable after the Effective
Date. Estimated recovery for unsecured creditors is 0.2%.

Funds to be used to make cash payments under the Plan will derive
from the operation of the Reorganized Debtor's business in the
ordinary course prior to and after the Effective Date, and the New
Value Payment provided by Robert J. Steinman, the director and
chief executive officer of Capitol Supply and the holder of 71.74%
of Equity Interest in Capitol Supply.

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

                        About ATD Capitol

ATD Capitol, LLC, was incorporated on Aug. 12 2015, and is in the
office and public building furniture business.  ATD is an affiliate
of Capitol Supply, Inc., which sought bankruptcy protection (Bankr.
S.D. Fla. Case No. 17-21544) on Sept. 20, 2017.

ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 17-22257) on Oct. 9, 2017.  In
the petition signed by Robert J. Steinman, president, the Debtor
estimated $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.  The Hon. Paul G. Hyman, Jr. presides over
the case.  Bradley Shraiberg, Esq., at Shraiberg Landau & Page,
P.A., serves as bankruptcy counsel to the Debtor.  An official
committee of unsecured creditors has not yet been appointed in the
Chapter 11 case.


ATHENAHEALTH INC: Fitch Assigns B+ LT IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned Long-Term Issuer Default Ratings to
athenahealth, Inc., VVC Holding Corp. and Virence Intermediate
Holdings LLC of 'B+' with a Stable Outlook. Fitch has also assigned
a senior secured first lien term loan rating of 'BB'/'RR2' and a
senior secured second lien term loan of 'B-'/'RR6' co-issued by
athenahealth, Inc. and VVC Holding Corp. Fitch's actions affect
approximately $4.5 billion of to-be-issued debt.

KEY RATING DRIVERS

Strong Growth Opportunity: Fitch expects Athena to experience
reliable, consistent high mid-single digit organic growth through
the forecast horizon as a result of strong secular trends in U.S.
healthcare spending. The Centers for Medicare and Medicaid Services
(CMS) forecasts national health expenditure growth of 5.6% per
annum through 2026 due to long-standing trends in medical
procedure/drug cost and utilization growth. Athena's pricing model
results in strong correlation with the underlying secular growth in
U.S. healthcare spending. In addition, growth prospects are further
supported by strong retention rates resulting from high switching
costs that include staff training, implementation costs, business
interruption risks and reduced productivity when swapping vendors.
Fitch believes that the secular tailwinds and high switching costs
produce a dependable growth trajectory that benefits the credit
profile.

Low Cyclicality: Closely related to the underlying healthcare
expenditure secular growth driver, Fitch expects Athena, which has
experienced positive growth in every year since its 2007 IPO, to
continue to exhibit low cyclicality for the foreseeable future.
Fitch believes the company's pricing model is likely to ensure
strong correlation to overall U.S. healthcare spend, which is
highly non-discretionary and has experienced uninterrupted growth
since at least 2000 according to CMS. As a result, Fitch believes
Athena will demonstrate a stable credit profile with little
sensitivity to macroeconomic cycles.

Margin Improvement Opportunity: Fitch expects the combined
Athena-Virence to experience meaningful EBITDA margin expansion due
to a credible synergy and cost reduction plan. Management has
identified synergies that are primarily derived from headcount
reductions through elimination of unnecessary R&D, duplicative
sales efforts, branding, third-party spend and public company
costs, as well as through expanded use of offshore product
development and customer service. As a result, Fitch expects a
strengthening credit profile with a forecast EBITDA margin
expansion of 1200 bps by 2021.

High Leverage: Athena is being purchased by Veritas Capital and
combined with portfolio holding Virence in a transaction that will
be funded in part by $4.5 billion of secured term debt and $600
million of preferred equity. Fitch calculated initial pro forma
leverage is above the 5.6x median for Technology issuers rated 'B+'
and the 4.4x median for rated Healthcare IT issuers. Fitch
forecasts a decline in leverage of approximately 2x by 2021 and
notes the company will also be in a position to further reduce
leverage by greater than 0.5x using excess cash on the balance
sheet to prepay debt. Fitch believes the leverage is supported by
the company's dependable growth prospects, low cyclicality, market
share, improving margin profile and deleveraging capacity.

Target Customer Segment Facing Pressure: Athena's target market may
contract over the longer term. Athena has typically targeted
smaller, ambulatory practice sizes of less than 20 physicians with
particular strength in the less than 10 physician segment. Smaller
providers continue to face pressure as rising regulatory, operating
and legal costs have resulted in increased consolidation so that
providers can operate at the scale needed to remain profitable.
According to CMS, practices of 10 physicians or less have
maintained an 89% share of total physician visits from 2013 to
2015. However, with consolidation expected to accelerate, the
portion of visits served by small ambulatory care providers may
eventually contract, resulting in a potential headwind for Athena's
growth prospects. Fitch notes that the combination with Virence,
which typically targets practices with over 75 physicians moderates
this risk. In addition, Fitch believes provider consolidation is
slow-moving and any impacts are likely well outside of the ratings
horizon.

Evolving Marketplace: Athena faces risks from a continually
evolving healthcare marketplace where efforts to slow cost growth
will eventually require all constituents to modify their
strategies. Most importantly, the nascent efforts to shift to
value-based care, in which reimbursements are directed toward
successful outcomes rather than toward volume of procedures, will
require Athena to re-examine its current pricing model. Athena will
need to develop a pricing strategy that aligns more closely with
the emerging incentives that are based on medical outcomes. Fitch
believes that such a major shift in pricing strategy introduces a
risk of disruption and rejection from the marketplace that may
result in decreased growth. However, Fitch notes that the
transition to value-based case is also slow-moving and any impacts
are outside of the ratings horizon.

DERIVATION SUMMARY

Fitch is evaluating Athena in respect of its pending transaction to
be taken private and combined with Virence Health Technologies by
sponsor, Veritas Capital. Fitch calculated initial pro forma
leverage is high for the recommended rating in comparison with 'B+'
rated issuers in the Technology sector where median leverage is
5.6x. However, Fitch believes Athena's favorable long-term
prospects and strong positioning relative to peers and competitors
are indicative of a stronger credit profile than initial balance
sheet metrics suggest. Fitch believes Athena benefits from a clear,
reliable growth path with a pricing and revenue model that creates
a close correlation to the underlying secular growth in U.S.
healthcare expenditures. Furthermore, Fitch expects the correlation
to persist given the strong client retention rates, high switching
costs, robust sales efforts, and history of share gains. As a
result of these characteristics, Fitch expects Athena to exhibit
minimal cyclicality and durable resistance to economic cycles.
Combining Fitch's growth expectations with management's highly
credible cost reduction plan, Fitch believes that Athena will
demonstrate strong deleveraging capacity with EBITDA growth
generating a decline in leverage of approximately 2x by 2021, with
the ability to use excess cash to prepay debt and reduce leverage
further by at least .5x . Despite the strength of the underlying
business, attractive growth prospects, low cyclicality, consistent
results, share gains, the rapid deleveraging trajectory and the
attractive margin expansion opportunity, Fitch is recommending a
rating of 'B+' as a result of the high leverage throughout the
rating horizon. No country-ceiling, parent/subsidiary or operating
environment aspects had an impact on the rating.

KEY ASSUMPTIONS

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

  - Transaction: sponsor Veritas Capital completes the purchase of
Athena and combination with Virence in 2019 funded with the
currently contemplated financing terms;

  - Revenue: pro forma organic revenue CAGR of 6.5% per annum;

  - Margins: EBITDA margin expansion of 1200 bps over the forecast
horizon;

  - Capex: capital intensity of 10% in 2018, declining to 8.5% for
the remainder of the forecast horizon.

Recovery Rating (RR) Assumptions: The recovery analysis assumes the
enterprise value (EV) of Athena would be maximized in a
going-concern scenario versus liquidation. Fitch contemplates a
scenario in which acquisition integration challenges and salesforce
disruption impair growth, margin expansion and thus debt-servicing
ability. As a result, Fitch expects that Athena would likely be
reorganized with reduced debt outstanding, a similar product
strategy and higher-than-planned levels of operating expenses as
the company reinvests to ensure customer retention and defend
against competition.

Under this scenario, Fitch believes revenue growth would slow
significantly to low- to mid-single digits per annum while EBITDA
margins would only increase by 300 bp as compared with Fitch's base
case forecast of a 1200 bp improvement, The resulting EBITDA is
approximately 19% above Fitch-calculated pro forma 2018 EBITDA.

Fitch assumes Athena will receive a going-concern recovery multiple
of 7.0x EBITDA under this scenario, which is supported by the
following:

  - Comparable Reorganizations: In its 13th edition "Bankruptcy
Enterprise Values and Creditor Recoveries" case study, Fitch notes
seven past reorganizations in the Technology sector, where the
median recovery multiple was 4.9x. Of these companies, only two
were in the Software subsector: Allen Systems Group, Inc. and
Aspect Software Parent, Inc., which received recovery multiples of
8.4x and 5.5x, respectively. Fitch believes the Allen Systems
Group, Inc. reorganization is highly supportive of the 7.0x
multiple assumed for Athena given the mission critical nature of
both company's offerings.

  - M&A Multiples: A study of M&A transactions in the HCIT industry
from 2010-2017, particularly those with capabilities that overlap
with Athena, establishes an average EV/EBITDA transaction multiple
of 14x. The pending transaction with Athena represents a 15.2x
multiple, not including synergies.

The recovery model implies a 'BB' and 'RR2' Recovery Rating for the
company's first lien senior secured facilities, reflecting Fitch's
belief that 71%-90% expected recovery is reasonable. The recovery
model also implies a 'B-' rating and 'RR6' Recovery Rating for the
second lien senior secured term loan, reflecting an expected
recovery of 0%-10%.

RATING SENSITIVITIES

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

  - Leverage sustained below 4.5x.

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

  - Leverage sustained above 6.5x;

  - FCF margins excluding transactional costs sustained below 10%.

LIQUIDITY

Abundant Liquidity: Fitch expects Athena to maintain strong
liquidity following the pending transaction given moderate
liquidity requirements that result from a short cash conversion
cycle. Pro forma liquidity is expected to be comprised of readily
available cash and an undrawn revolving credit facility (RCF).
Fitch expects rapid growth in liquidity due to its forecasts for
strong, improving FCF through 2021 for the RCF to remain undrawn.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Virence Intermediate Holdings LLC

  - Long-term Issuer Default Rating (IDR) 'B+'.

athenahealth, Inc. (as co-borrower of the term loans)

  - Long-term Issuer Default Rating (IDR) 'B+';

  - Senior Secured First Lien Term Loan 'BB'/'RR2';

  - Senior Secured Second Lien Term Loan 'B-'/'RR6'.

VVC Holding Corp. (as co-borrower of the term loans)

  - Long-term Issuer Default Rating (IDR) 'B+';

  - Senior Secured First Lien Term Loan 'BB'/'RR2';

  - Senior Secured Second Lien Term Loan 'B-'/'RR6'.

The Rating Outlook is Stable.


B.W. CLEANERS: Adds New Information on Treatment of FAB Claim
-------------------------------------------------------------
B.W Cleaners, LLC filed a disclosure statement describing its
original chapter 11 plan dated Jan. 18, 2019.

In this latest filing, the Debtor adds that while the plan
treatment for First Advantage Bank is provided for in the confirmed
individual Chapter 13 Plan of Bryan and Krystal Wallace, Debtor is
obligated to maintain those payments should a default occur or the
individual Chapter 13 case is dismissed.

A copy of the Disclosure Statement is available
https://is.gd/UY1wwy from Pacermonitor.com at no charge.

                  About B.W. Cleaners LLC

B.W. Cleaners, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-03729) on June 3,
2018.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of $1
million.  Judge Marian F. Harrison presides over the case.


BAY TERRACE: Seeks to Hire International Properties as Broker
-------------------------------------------------------------
Bay Terrace Country Club, Inc. seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ a
real estate broker.

The Debtor proposes to employ International Properties Group in
connection with the sale of its properties located at 217-14 24th
Avenue, Bayside, New York; and 24-14 Little Neck Boulevard,
Bayside, New York.

IPG will receive a commission of 4% of the total sales price if the
properties are sold in the amount not less than $5.86 million.

Keith Radhuber, managing director of International Properties
Group, attests that IPG is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.

The broker can be reached through:

     Keith Radhuber
     International Properties Group
     369 Lexington Avenue, 12th Floor - P & Z
     New York, NY 10017
     Phone: 347-573-8354

                  About Bay Terrace Country Club

Bay Terrace Country Club, Inc., operates the Bay Terrace Country
Club located in Bayside, Queens, a cooperative-owned private swim
club overlooking Little Neck Bay.  The club provides its members
and guests a large assortment of fun and healthy activities for
both children and adults.

Bay Terrace Country Club sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42627) on May 4, 2018.
In the petition signed by Maureen Hilsdorf, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Judge Carla E. Craig presides over the
case.  The Debtor hired Shafferman & Feldman LLP as bankruptcy
counsel, and Sahn Ward Coscignano, PLLC, as special counsel.


BENTWOOD FARMS: Has Authorization to Use Cash Collateral
--------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina authorized Bentwood Farms, LLC,
to use cash collateral beginning on Jan. 8, 2019 and continuing
thereafter.

The Debtor may use Cash Collateral only for ordinary and necessary
business expenses consistent with the specific items and amounts
contained in the budget. However, the Debtor may vary from the
Budget by 10% per line item on a cumulative basis. The approved
Final Cash Collateral Budget provides total expenses of
approximately $1,169,022 covering the months January 2019 through
May 2019.

Beginning on or before Feb. 10, 2019, and continuing by the tenth
day of each successive month (until confirmation of a Chapter 11
plan, conversion, or dismissal of the Debtor's bankruptcy case) the
Debtor will circulate a budget-to-actual report for the preceding
month to the Bankruptcy Administrator and counsel for the parties
appearing at the Final Hearing.

The Court approved the cash collateral carve-outs for the payment
of allowed fees and expenses, as shown in the Budget, incurred by
the Debtor's professionals during its Chapter 11 case.

The Lenders are granted valid, attached, choate, enforceable,
perfected and continuing security interests in, and liens upon
post-petition assets of the Debtor of the same character and type
actually used, to the same extent and validity as the liens and
encumbrances of the Lenders attached to the same such assets of the
Debtor pre-petition. The Lenders' security interests in, and liens
upon, the Post-Petition Collateral will have the same validity and
priority as existed between the Lenders, the Debtor, and all other
creditors or claimants as of the Petition Date.

A full-text copy of the Order is available at

              http://bankrupt.com/misc/ncwb18-31823-42.pdf

                      About Bentwood Farms

Bentwood Farms, LLC, is a North Carolina limited liability company
having a corporate headquarters located at 1101 Circle Drive,
Monroe, NC 28110.  The Company operates in the crop farming
industry.

Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case
No. 18-31823) on Dec. 7, 2018.  In the petition signed by Charlie
B. Baucom, president, the Debtor estimated less than $50,000 in
assets and less than $10 million in liabilities.  Judge Craig J.
Whitley oversees the case.  The Debtor is represented by Moon
Wright & Houston, PLLC.


BESORAT INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Besorat Investments, Inc.
        638 Lindero Canyon Rd #420
        Oak Park, CA 91377

Business Description: Besorat Investments, Inc. is a real estate
                      investment firm.  The Company acquires
                      single-family residential homes and
                      opportunistic small commercial properties
                      located in Southern California.  It
                      acquires, renovates and sells properties for
                      profit.

Chapter 11 Petition Date: January 28, 2019

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Case No.: 19-10202

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  RESNIK HAYES MORADI, LLP
                  17609 Ventura Blvd., Suite 314
                  Encino, CA 91316
                  Tel: (818) 285-0100
                  Fax: (818) 855-7013
                  E-mail: jhayes@rhmfirm.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Mark Anthony Hershman, president.

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

           http://bankrupt.com/misc/cacb19-10202.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Advent Pools                      Services Rendered         $1,400
                                  at 4436 Alonzo Los
                                       Angeles

American Express                                            $4,881

Braemer North Ranch               5657 Tanner Ridge,        $2,171
                                  Westlake Village

City of Pasadena                  Service at 175            $1,129
                                  Painter St.
                                  Pasadena

David Homan                          Services              $44,020
General Contractor

Flaster Greenberg PC                Balance Due            $53,386

Francis Capital and              Services Rendered         $12,572
Gavilan Capital

Graham Barker                    Services Rendered        $102,539

Kingdom Industry, LLC            Services Rendered         $10,000

KM Interiors                     Services Rendered          $3,048

Law Office of Jillisa L.         Services Rendered          $9,987
O'Brien

Linda Isle Community Association   51 Linda Isle,           $3,272
                                   Newport Beach

Maven Associates                 Services Rendered         $14,425

NuLookFloor                      Services Rendered        $116,638

Orange County                   Service at 4 Emerald       $29,296
Treasurer & Tax Collector        Bay Laguna Beach

RCBM General Contractor, Inc.                              $64,825

S & S Landscape Maintenance      Services Rendered         $14,675

Signature Staging LLC            Services Rendered          $6,750

SRG, LLP                                                    $5,965

Vesta Home                       Services Rendered          $2,352


BICOM NY: Feb. 13 Plan Confirmation Hearing
-------------------------------------------
The Second Amended Disclosure Statement explaining the Second
Amended Chapter 11 plan of liquidation proposed by BICOM NY, LLC
f/d/b/a Jaguar Land Rover Manhattan, ISCOM NY, LLC, f/d/b/a
Maserati of Manhattan, and Bay Ridge Automotive Company, LLC,
f/d/b/a Bay Ridge Ford, and the Official Committee of Unsecured
Creditors is approved as containing adequate information.

The hearing to consider confirmation of the Plan will commence at
11:00 a.m. (Eastern Time), on February 13, 2019 before the
Honorable Michael E. Wiles, United States Bankruptcy Judge, at the
United States Bankruptcy Court, One Bowling Green, Courtroom 617,
New York, NY 10004-1408.

All objections to confirmation of the Plan will be filed with the
Court and served upon the parties no later than February 11, 2019
at 4:00 p.m. (Eastern Time).

The Plan Proponents may file a consolidated reply to any
timely-filed Plan Objections no later than February 12, 2019 at
4:00 p.m. (Eastern Time).

Class 3A-3C - General Unsecured Claims are impaired. Each holder of
an Allowed General Unsecured Claim shall be entitled to receive its
Pro Rata share in Cash from the Liquidation Trust, subject to the
Trust Waterfall.  The estimated amount of claims: $59.3 million
(BICOM), $28.3 million (ISCOM) and $37.7 million (BRAC). The
estimate recovery is contingent on amount of liquidation trust
assets.

Class 1A-1C - Priority Non-Tax Claims are impaired. Each Holder of
an Allowed Priority Non-Tax Claim shall be entitled to receive its
Pro Rata share in Cash from the Liquidation Trust, subject to the
Trust Waterfall. In addition, upon the Effective Date, Consenting
Holders of Priority Non-Tax Claims shall receive their pro rata
share in Cash of the Priority Non-Tax Claim Payment Reserve.  With
estimated amount of claims: $1.3 million (BICOM), $86,000 (ISCOM),
and $306,000 (BRAC). The estimate of recovery is contingent on
amount of L\liquidation trust assets.

Class 2A-2C - Chase Residual Claim are impaired. Chase, as Holder
of the Allowed Chase Residual Claim, shall be entitled to its share
of the Net Recoveries pursuant to the Trust Waterfall. The
estimated recovery is contingent on amount of liquidation trust
assets.

Class 4A-4C - Equity Interests are impaired. Equity Interests shall
be cancelled, extinguished, and of no further force and effect,
without the payment of any monies or consideration except to the
extent funds remain after payment in full of the Unclassified
Claims and Classes 1 through 3 Claims.

Chase shall contribute the Plan Funding ($100,000) and the Trust
Funding ($200,000). Upon the execution of the Chase Settlement
Agreement, Chase funded the Debtors' Professional Fees and other
Administrative Claims that arose for the period of March 12, 2018
through May 6, 2018, pursuant to a Fifth Modification and Waiver
Agreement made in connection with the Final DIP Financing Order and
the DIP Loan Documents, and provided the Plan Funding. Prior to the
execution of the Chase Settlement Agreement, the Debtors were
operating without an Approved Budget as a result of the Maturity
Date under the Final DIP Financing Order and DIP Loan Documents
occurring on March 9, 2018. The funding of the Final Approved
Budget is in satisfaction of all remaining obligations of Chase
under the Final DIP Financing Order and DIP Loan Documents.

On or before the Effective Date, the Liquidation Trustee and the
Debtors on behalf of themselves and the Estates, will execute the
Liquidation Trust Agreement. Any Liquidation Trust Asset may be
sold by the Liquidation Trustee, by auction, private sale or
otherwise pursuant to Section 363 of the Bankruptcy Code without
further order of the Bankruptcy Court and the Confirmation Order
shall constitute authorization for the Liquidation Trustee to
consummate such sales and shall be binding on all
parties-in-interest. Any sale of such assets shall be free and
clear of all Claims, Liens, encumbrances, and interests with any
such Claims, Liens, encumbrances, and interests attaching to
proceeds of such sale.

A full-text copy of the Second Amended Disclosure Statement dated
January 16, 2019, is available at https://tinyurl.com/y7s7ttn6 from
PacerMonitor.com at no charge.

A full-text copy of the Chase Settlement Agreement is available at
https://tinyurl.com/y9fosw5g from PacerMonitor.com at no charge.

                     About Bicom NY LLC

BICOM NY, LLC dba Jaguar Land Rover Manhattan --
http://www.landrovermanhattan.com/-- is a dealer of Jaguar and
Land Rover cars in New York City.  ISCOM NY, LLC dba Maserati of
Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer
of Maserati cars in New York City.

BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive
Company, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 17-11906 to 17-11908) on July 10, 2017.  

In the petitions signed by Gary B. Flom, manager, BICOM NY
disclosed $37.37 million in total assets and $12.17 million in
total liabilities as of the bankruptcy filing, and ISCOM NY
disclosed $4.85 million in total assets and $5.33 million in total
liabilities.

Judge Michael E. Wiles presides over the cases.

Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtors'
bankruptcy counsel.  The Debtors hired Aboyoun & Heller, LLC, as
special counsel; and JND Corporate Restructuring as administrative
agent.

On July 31, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors.  Moses & Singer, LLP, is
the Committee's legal counsel.


BLUE DIAMOND: Plan Proposes to Pay Unsecured Creditors in Full
--------------------------------------------------------------
Blue Diamond, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of West Virginia a disclosure statement in
connection with its plan of reorganization.

Prior to Dec. 19, 2017, Blue Diamond, LLC had a more limited scope.
It had made a successful bid to the West Virginia State
LotteryCommission which authorized the Debtor to supply Video
Lottery Terminals (VLTs) to establishments holding a license to
serve alcoholic beverages by the West Virginia Alcohol Beverage
Control Commission. As the make of a successful bid, the Debtor was
authorized to obtain annual licenses during the 10-year period
beginning in 2011 to provide VLTs to others who would permit the
general public to use such machines. The annual licenses were
subject to payment of an additional annual fee of $10,000. In
addition to that license, a license was needed for each VLTs owned
by the Debtor. Those licenses also subject to an annual fee of
$1,000 per machine. On Dec. 19, 2017, Blue Diamond, LLC had 159
such individual licenses.

Under the Debtor's plan, Class 4 unsecured claims will be paid in
full within 15 months of the confirmation of the plan.

The primary risk to the success of the Plan is that a West Virginia
State Lottery License cannot be reacquired after the ten-year bid
expires in June 30, 2021. Were that to occur, the value of existing
VLTs would substantially diminish. The value of real estate where
VLTs might not be available would be negatively impacted. While
secured creditors would probably be paid, the remaining value of
this business would likely be lost.

A copy of the Disclosure Statement is available at
https://is.gd/fmAqVl and a copy of the plan is available at
https://is.gd/5AQcwq from Pacermonitor.com at no charge.

                    About Blue Diamond

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

The Hon. Patrick M. Flatley presides over the case.

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


BOSTON LANGUAGE: Bid to Use Cash Collateral Mooted by Dismissal
---------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has declared moot The Boston Language
Institute, Inc.'s Motion for Authorization to Use Cash Collateral
as the Court has dismissed the Debtor's Chapter 11 case.

                About The Boston Language Institute

The Boston Language Institute, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
18-12508) on June 29, 2018.  At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$50,000.  Judge Joan N. Feeney oversees the case.  The Debtor
tapped Law Offices of John F. Sommerstein as its legal counsel.


BWAY HOLDING: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under which BWAY Holding
Company Inc. is a borrower traded in the secondary market at 97.44
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.77 percentage points from the
previous week. BWAY Holding pays 325 basis points above LIBOR to
borrow under the $1.50 billion facility. The bank loan matures on
April 3, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.



CARLOS MIGUELS: Seeks Approval of State Cash Collateral Stipulation
-------------------------------------------------------------------
Carlos Miguel's of Castle Rock, LLC, Carlos Miguel's of Littleton,
LLC, Carlos Miguel's of Frisco, LLC, and Carlos Miguel's of Country
Club Corners, LLC, request the U.S. Bankruptcy Court for the
District of Colorado for approval of their Stipulation with the
Colorado Department of Revenue ("State") for the use of cash
collateral.

The Debtors need to use cash collateral to operate its business,
fund their ongoing expenses, and pay its employees, all in the
ordinary course of business. The Debtors will use cash collateral
to generate new business and accounts receivable during their
bankruptcy case.

On Oct. 22, 2018, the State filed Proof of Claim in each case
stating a secured and priority claim for unpaid sales taxes as
follows: (i) Castle Rock, $23,407; (ii) Country Club, $32,633;
(iii) Frisco, $51,909; and (iv) Littleton, $28,981.

The State asserts a first and prior lien upon the goods and
business fixtures of or use by any retailer or qualified purchaser
under lease, title retaining contract or other contract
arrangement, excepting stock of goods sold or for sale in the
ordinary course of business, and will take precedent on all such
property over other liens or claims of whatsoever kind or nature.
The State's lien encumbers cash collateral to secure its claim in
the aggregate amount of $145,929.

On Dec. 13, 2018, the Debtors and the State entered into a
Stipulation resolving the State's cash collateral claim against
each of the Debtors. The State Stipulation provides that upon the
Court's approval of the agreement:

      (a) Adequate protection will be provided to the State for the
use of its collateral;

      (b) The Debtors will pay the State the sum of $2,889.58 per
month, beginning the second day after the State Stipulation is
approved and continuing upon the first day of every succeeding
month thereafter until confirmation of a plan, appointment of a
trustee, dismissal or conversion;

      (c) The State will have a first priority replacement lien on
all property of the Debtors and the estate, including without
limitation, on all post-petition accounts and accounts receivable,
in and securing such amounts as lawfully set forth as secured
claims in the proofs of claim file by the State or as amended. The
State will not be required to file or otherwise take any action to
perfect such first priority lien, which will be perfected by Court
approval of the Stipulation;

      (d) The Debtors will maintain adequate insurance coverage on
all personal property assets and adequately insure against any
potential loss;

      (e) The Debtors will only expend cash collateral pursuant to
the Budget subject to reasonable fluctuation by no more than 15%
for each expense line item per month, plus all fees owed to the
U.S. Trustee; and

      (f) The Debtors will preserve and maintain in good condition
all collateral in which the State has an interest.

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

           http://bankrupt.com/misc/cob18-18485-75.pdf

                    About Carlos Miguel's

Carlos Miguel's -- http://www.carlosmiguels.com/-- is a restaurant
chain in Littleton, Colorado that offers authentic Mexican cuisine
like quesadillas, enchilladas, and more. Carlos Miguel's has
branches in Castle Rock, Colorado Springs, Highlands Ranch,
Littleton, Briargate, Monument and Frisco.

On Sept. 28, 2018, Carlos Miguel's of Castle Rock, LLC; Carlos
Miguel's of Country Club Corners, LLC; Carlos Miguel's of Frisco,
LLC; and Carlos Miguel's of Littleton, LLC, filed voluntary Chapter
11 petitions (Bankr. D. Colo. Case Nos. 18-18485 to 18-18488).  The
petitions were signed by Luis Miguel Martin, managing member.
  
At the time of filing, Carlos Miguel's of Castle Rock disclosed
$33,357 in assets and $184,571 liabilities; Carlos Miguel's of
Country Club disclosed $26,396 in assets and $280,865 in
liabilities; while Carlos Miguel's of Frisco, LLC, disclosed
$26,756 in assets and $304,193 liabilities.

The Hon. Elizabeth E. Brown oversees the cases.

Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as counsel
to the Debtors.


CARROLL COUNTY ENERGY: S&P Gives (P)'BB' Rating on Sr. Secured Debt
-------------------------------------------------------------------
S&P Global Ratings related that Carroll County Energy LLC (CCE) has
proposed an issuance of $460 million senior secured term loan B due
2026 and $70 million senior secured revolving credit facility due
2026. S&P expects CCE to use proceeds from the issuance to
primarily refinance the existing construction term loan and fund a
distribution to sponsors. CCE is a natural gas fired power plant
that sells energy and capacity into the Pennsylvania-New
Jersey-Maryland (PJM) Interconnection, a market pressured by weak
demand growth and oversupply.

S&P is assigning a preliminary 'BB' rating to Carroll County Energy
LLC's senior secured debt. The preliminary '1' recovery rating
indicates S&P's expectation of very high recovery (90%-100%;
rounded estimate: 95%) recovery in the event of default.

S&P said, "We based this report on information as of Jan. 24, 2019.
The rating is preliminary and subject to review of documentation.
It will also depend on the final debt amount, amortization
schedule, and interest rate. We expect to finalize the rating
within 90 days. If S&P Global Ratings does not receive final
documentation within a reasonable time frame, or if the final
documentation departs from materials reviewed, S&P Global Ratings
reserves the right to withdraw or revise its ratings."

CCE is paying down the existing term loan and replacing it with a
new term loan. It intends to raise $460 million in senior secured
term loan to partially fund a $20 million distribution to the
sponsors, refinance the existing $425 million term loan balance
(unrated), and fund transaction expenses. It used the existing term
loan to fund the construction and initial operation of the project.


S&P said, "The stable outlook reflects our view that CCE will
maintain high availability and dispatch generally in the 90% range.
We expect operational performance to be in line with the technical
consultant's forecast and capacity prices in 2022 and 2023 to clear
at least $120 MW per day. We anticipate the DSCR during the next 12
months to be greater than 2x, with a minimum DSCR of 2.08x over the
life of the project.

"We could lower the rating if the project were unable to maintain a
minimum DSCR of 1.5x on a consistent basis. Due to the single asset
exposure, we could lower the rating based on a single meaningful
event. Additionally, a downgrade could stem from the deterioration
of energy margins possibly caused by lower power demand or
continued low commodity prices. We could also revise the outlook or
lower the ratings if the project experienced unexpected operational
issues that lead to an extensive unforced outage.

"While unlikely in the near term, we could raise the ratings if we
expect the project to maintain a minimum base-case DSCR of greater
than 2.5x in all years, including during the post-refinancing
period. This could stem from a secular improvement in power and
capacity prices in PJM and the continuation of procuring
inexpensive natural gas feedstock."


CEC ENTERTAINMENT: Bank Debt Trades at 4% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Incorporated is a borrower traded in the secondary market at 96.38
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.53 percentage points from the
previous week. CEC Entertainment pays 325 basis points above LIBOR
to borrow under the $760 million facility. The bank loan matures on
February 14, 2021. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 11.


CHESAPEAKE ENERGY: 2.25% Convertible Note Delisted from NYSE
------------------------------------------------------------
The New York Stock Exchange LLC has filed a Form 25 with the
Securities and Exchange Commission notifying the removal from
listing or registration of Chesapeake Energy Corp.'s 2.25%
Contingent Convertible Senior Notes due December 15, 2038 from the
Exchange.

                     About Chesapeake Energy

Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs.  Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells.  The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.

Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016.  As of Sept. 30, 2018, the Company had $12.65
billion in total assets, $2.97 billion in total current
liabilities, $9.72 billion in total long-term liabilities, and a
total deficit of $39 million.

Chesapeake stated in its Quarterly Report for the period ended
Sept. 30, 2018 that, "Even though we have taken measures to
mitigate the liquidity concerns facing us for the next 12 months
... there can be no assurance that these measures will be
sufficient for periods beyond the next 12 months.  If needed, we
may seek to access the capital markets or otherwise refinance a
portion of our outstanding indebtedness to improve our liquidity.
We closely monitor the amounts and timing of our sources and uses
of funds, particularly as they affect our ability to maintain
compliance with the financial covenants of our revolving credit
facility.  Furthermore, our ability to generate operating cash flow
in the current commodity price environment, sell assets, access
capital markets or take any other action to improve our liquidity
and manage our debt is subject to the risks discussed above and
elsewhere in our periodic reports and the other risks and
uncertainties that exist in our industry, some of which we may not
be able to anticipate at this time or control."


CLEARWAY ENERGY: Moody's Affirms Ba2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Clearway Energy, Inc.'s Ba2
Corporate Family Rating and Clearway Energy Operating LLC's Ba2
senior unsecured rating. At the same time, Moody's affirmed
Clearway Energy's speculative grade liquidity at SGL-2. The
affirmations with stable outlook take place after Pacific Gas &
Electric Company's (PG&E, Caa3 negative) announcement that it
intends to file for a chapter 11 bankruptcy on or about January 29,
2019. Despite having been cleared of causing the Tubbs fire by the
California Department of Forestry and Fire Protection on January
24, 2019, PG&E affirmed its intention to file for bankruptcy.

Outlook Actions:

Issuer: Clearway Energy Operating LLC

Outlook, Remains Stable

Issuer: Clearway Energy, Inc.

Outlook, Remains Stable

Affirmations:

Issuer: Clearway Energy Operating LLC

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2(LGD4)

Issuer: Clearway Energy, Inc.

Probability of Default Rating, Affirmed Ba2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba2

RATINGS RATIONALE

"Clearway Energy generates about 23% of its Corporate EBITDA from
PG&E-related power purchase agreements (PPAs) but the involved
projects are considerably levered, partially offsetting the
negative effect of potentially losing its cash flows." said Toby
Shea, VP - Senior Credit Officer. "By eliminating related project
cash flow and project debt, Clearway' consolidated debt to EBITDA
would only rise by 200 basis points, from 6.5x, to 6.7x on a run
rate basis, a level that does not breach our downgrade threshold of
7.5x. "

Bankruptcy courts regularly reject above-market executory
contracts, which generally encompass PPAs. Rejecting above-market
contracts or repricing them to market rates benefits the bankruptcy
estate because it lowers the debtor's cost structure, which may
translate to more cash flows and stronger liquidity.

Moody's is, however, uncertain if PG&E will reject or reprice the
PPAs during bankruptcy because PG&E's rates are regulated by the
California Public Utility Commission (CPUC) and rate regulation
creates a different set of economic incentives for the debtor. PG&E
currently has an effective regulatory mechanism to pass its PPA
costs to ratepayers dollar for dollar. If PG&E rejects or reprices
the PPAs, the CPUC might not allow PG&E to keep the savings.

PG&E does benefit from rejecting or repricing PPAs in that it will
have a lower cost structure, thus creating headroom for the cost of
new investments without raising rates. However, the CPUC would most
likely want PG&E to affirm the contracts so that generators would
feel confident to invest in renewable projects and support
California's climate change goals. The CPUC, therefore, may find it
objectionable to approve investments that were made possible by
headroom created by means that hurt its climate change goals.

Clearway Energy's credit quality reflects its low business risk
profile and the size and diversity of its portfolio. Cash flow
diversity is strong, with approximately 125 project assets and a
mix of renewable, gas and thermal assets. There is, however, some
geographic concentration, as about 70% of cash flows are generated
from projects in California.

Offsetting these strengths is Clearway Energy's high leverage.
Moody's projects the ratio of consolidated debt to EBITDA to be
around 6 to 7 times while the CFO pre-WC to consolidated debt ratio
to be around 9%, both of which were calculated on a P90 basis. The
leverage ratios for full year 2018 were slightly above its run rate
because of the timing of the company's corporate debt raise and the
deployment of the proceeds from that transaction.

Liquidity

Clearway Energy has good liquidity, as reflected in its SGL-2
speculative grade liquidity rating. It has only a modest amount of
capital expenditures in the near term and Moody's expects it will
generate a strong free cash flow in 2019 and 2020, of about $300
million per year. Additionally, as of September 30, 2018, the
company had $232 million of unrestricted cash on hand and a $495
million revolving credit facility with $450 million unused. As of
October 31, 2018, there were no outstanding borrowings and $45
million of letters of credit outstanding under the credit
facility.

Clearway Energy's revolving credit facility is sized to accommodate
both operational liquidity and also provide bridge funding for new
acquisitions.

The revolving credit facility expires in April 2023 and contains a
material adverse change clause for new borrowings. Financial
covenants include corporate debt to corporate EBITDA of 5.5x and
interest coverage of 1.75x. Clearway Energy recorded a debt to
EBITDA of 3.82x and an interest coverage of 5.1x as of the third
quarter of 2018 for compliance certificate purposes.

Rating Outlook

Clearway Energy's stable outlook reflects its projected consistent
cash flow and the diversity among individual projects. The stable
outlook incorporates its view that a potential rejection or
renegotiation of its PPAs with PG&E will not materially hit its
credit metrics. The stable outlook incorporates its expectation
that Clearway Energy will finance future acquisitions in a way that
does not significantly increase leverage or worsen liquidity.

Factors that Could Lead to an Upgrade

Moody's may take positive rating action on Clearway Energy and
Clearway Operating should Clearway Energy's CFO Pre-WC to
consolidated debt rise to the mid-teens or should consolidated debt
to EBITDA fall to 5.5x or below.

Factors that Could Lead to a Downgrade

A negative rating action could occur should the company's
consolidated debt to EBITDA be sustained at above 7.5x, or if CFO
Pre-W/C to consolidated debt fall below 9%, or if the cash flow
from its projects proves to be more volatile or less resilient than
its expectations. A downgrade can also occur should the company
modify its financing strategy in a way that hurts credit quality,
such as by using additional leverage to finance growth.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.


CLINTON NURSERIES: Judge Approved 13th Interim Use Cash Collateral
------------------------------------------------------------------
The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has inked his approval on an order and
stipulation authorizing Clinton Nurseries, Inc.'s and its
affiliates' thirteenth interim use of cash collateral through and
including the earlier of (i) March 2, 2019 or (ii) the date of
termination of the use of cash collateral due to an event of
default.

As of the Petition Date, the Debtors were indebted and liable to
Bank of the West: (a) under the Operating Agreement and the Loan
Documents, the principal amount of approximately $27,708,046, plus
accrued and unpaid interest thereon; (b) under the Real Estate
Note, the principal amount of $2,426,375, plus accrued and unpaid
interest thereon; and (c) all other fees, costs and additional
charges due under the Operating Agreement, the Real Estate Note and
the other Loan Documents, including but not limited to Bank of the
West's costs and attorneys' fees and other professionals' fees that
are chargeable or reimbursable under the Loan Documents.

Bank of the West has negotiated in good faith regarding the
Debtors' use of the prepetition collateral (including the cash
collateral) to fund the administration of the Debtors' estate and
continued operation of the Debtors' business.  Bank of the West has
agreed to permit the Debtors to use the prepetition collateral,
including the cash collateral, subject to following terms set forth
in the Thirteenth Interim Order:

      (a) The Debtor will pay to Bank of the West interest at the
contractual, non-default, rate of interest set forth in the
Operating Agreement and the Real Estate Note, all such amounts to
be paid in accordance with the Budget, not to exceed $85,000 for
January 2019 period and $85,000 for February 2019 period.

      (b) Bank of the West is granted a valid, binding, enforceable
and perfected senior replacement liens on and security interests in
all property and assets of any kind and nature in which the Debtors
have an interest, whether real or personal.

      (c) Bank of the West is also granted allowed superpriority
claims senior to all other administrative expense claims and to all
other claims, to the extent of any diminution in value of the
Prepetition Collateral in which the Debtors have an interest
resulting from any use of Cash Collateral.

      (d) All of the Lender's Cash Collateral will be deposited and
maintained at all times in accounts in the name of the Debtors at
Webster Bank, and not commingled with any funds which do not
constitute the Lender's Cash Collateral. The Debtors will maintain
its current cash management system, subject to any changes
reasonably acceptable to the Bank of the West.

Warren Richards, Jr. and Ann Richards, Varilease Finance, Inc., and
Spring Meadow Nursery, Inc. (the "Other Lien Holders"), may assert
interests in some portion of the cash collateral.  To the extent
that any of the Other Lien Holders hold an interest in the cash
collateral, each such Other Lien Holder is granted (a) a
replacement lien on all of the Prepetition Collateral and the
Postpetition Collateral and (b) a Superpriority Claim. Such
replacement liens and Superpriority Claims will be only for the
amount of any diminution in value (if any) of such Other Lien
Holder's interest (if any) in the cash collateral and that such
replacement liens or superpriority claim will be only to the same
validity, priority and extent of any prepetition interest in the
cash collateral held by such Other Lien Holder.

The Debtors will provide to Bank of the West, Varilease Finance,
Inc. and the Committee the following, upon execution of an
appropriate non-disclosure agreement:

     (a) Any projections prepared by the Debtors and/or True North,
when finalized;

     (b) The CIM (Confidential Information Memorandum) being
drafted by True North, when completed;

     (c) Copies of all shipping orders and related documentation
received by the Debtors from Lowes and Walmart, but only to the
extent such information is not covered by a confidentiality or
non-disclosure agreement between Lowes and Walmart;

     (d) All final expressions of interest and letters of intent
received by the Debtors, when received;

     (e) Any financial information provided to Bank of the West,
when provided to Bank of the West; and

     (f) Any notification received by the Debtors that any customer
comprising more than 10% of their annual business is terminating
their relationship with one or more of the Debtors, when received.

A hearing to consider further continued use of Cash Collateral will
be held on March 1, 2019 at 10:00 a.m. Any objection to the
Continued Cash Collateral Motion will be filed and served on or
before Feb. 26. The Debtors will docket and serve a proposed order
for further use of Cash Collateral (which may be either a final or
further interim order) on or before Feb. 25.

A full-text of the Thirteenth Interim Order is available at:

          http://bankrupt.com/misc/ctb17-31897-598.pdf

                    About Clinton Nurseries

Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products.  The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables.  Clinton
Nurseries is based in Westbrook, Connecticut.

Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017.  David
Richards, president, signed the petition.  The cases are jointly
administered under Case No. 17-31897.

At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.

Judge James J. Tancredi presides over the cases.  Zeisler &
Zeisler, P.C. is the Debtors' legal counsel.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.  The committee tapped Green & Sklarz LLC as
its legal counsel.


CNT HOLDINGS: S&P Hikes Issuer Credit Rating to B, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings related that U.S.-based contacts retailer CNT
Holdings III Corp.'s (d/b/a 1-800 CONTACTS) operating performance
has improved above S&P's expectations. S&P expects further progress
over the next 12 months on high-single-digit sales growth and lower
operating costs.

S&P Global Ratings is raising its ratings on the company, including
the issuer credit rating to 'B' from 'B-'.  

S&P said, "The upgrade reflects improved credit measures on profit
growth and debt reduction with cash flows, and our expectations for
further improvement with leverage under 6x by fiscal year-end 2019.
We believe EBITDA will increase on sales leverage and lower legal
expenses, and the company will use excess cash flows to repay debt.
We believe CNT's revenues will benefit from its focus on more
effective advertising, shifting consumer preferences to purchase
through online channels, and good brand name recognition though we
see growing competition from other retailers including mass and
online channels.  

"The stable outlook on CNT reflects our expectation that operating
performance and credit metrics will continue to improve with EBITDA
margins between 14% and 15% and leverage declining to under 6x by
fiscal year-end 2019.

"We could lower the rating if we expect debt to EBITDA to remain
above 6.5x on a sustained basis. This could occur if the sponsor
takes a sizeable debt-funded dividend or profit margins deteriorate
significantly with adjusted EBITDA margin in the low-double-digit
range. Intensified competitive pressures from other industry
participants or operational missteps could lead to weaker profits
and a downgrade.

"Although unlikely in the next year, we could raise the ratings if
operating performance improves above our base case, such that
leverage falls below 5x and we expect it to be sustained at that
level. This would likely require an exit path for the sponsors or
significant reduction in their ownership. We would also expect
risks associated with the ongoing legal matter to be mitigated."


CSC HOLDINGS: S&P Rates New Guaranteed Notes Due 2029 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Long Island City-based cable provider CSC
Holdings LLC's proposed guaranteed notes due 2029. The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; rounded estimate: 80%) to lenders in the event of a
payment default. The company will use the proceeds from the notes
to repay its existing unsecured debt, including about $526 million
coming due in 2019, and will apply the remainder to partially repay
its callable 10.25% notes due 2023.

S&P said, "At the same time, we lowered our issue-level ratings on
CSC's existing secured and guaranteed debt to 'BB-' from 'BB' and
revised the recovery ratings to '2' from '1' to reflect the modest
decline in their recovery prospects due to the shift to more
guaranteed claims under roughly the same enterprise value. The '2'
recovery rating indicates our expectation for substantial recovery
(70%-90%; rounded estimate: 80%) to lenders in the event of a
payment default. This downgrade assumes the company has access to
capital and that the proposed transaction closes in a timely
fashion.

"Our issuer credit rating on CSC's parent Altice USA Inc. remains
unchanged because this is a leverage-neutral transaction. Our
positive outlook on the company continues to incorporate our
expectation that it will reduce its leverage. We could raise our
rating on Altice in the coming months if the company is able to
reduce its leverage below 5.5x on a sustained basis without causing
a material deterioration in its subscriber trends."

  RATINGS LIST

  CSC Holdings LLC
   Issuer Credit Rating              B+/Positive/--

  New Rating

  CSC Holdings LLC
   Senior Unsecured
    $1 bil Guaranteed Nts Due 2029   BB-
     Recovery Rating                 2(80%)

  Rating Lowered; Recovery Rating Revised
                                     To               From
  CSC Holdings LLC
   Senior Secured                    BB-              BB
    Recovery Rating                  2(80%)           1(90%)
   Senior Unsecured                  BB-              BB
    Recovery Rating                  2(80%)           1(90%)


DDC GROUP: Authorized to Use Cash Collateral Through March 31
-------------------------------------------------------------
The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California has authorized DDC Group, Inc. to
(i) use cash collateral through March 31, 2019; (ii) exceed the
budget line items by a maximum of 15% per month; and (iii) use the
funds coming in to pay subcontractors and other expenses directly
associated with the project for which the funds are received. She
has ordered that all remaining funds will be sequestered with liens
attaching to the unused funds with the same priority as the alleged
secured creditors have at this time.

A copy of the Order is available at

             http://bankrupt.com/misc/cacb18-17029-177.pdf

                        About DDC Group

DDC Group, Inc., is a full-service general contractor in Los
Angeles, California, specializing in expedited development service
for restaurants & retailers.  DDC Group filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 18-17029) on June 18, 2018.  In the
petition signed by Slava Borisov, president, the Debtor estimated
$0 to $50,000 in assets and $1 million to $10 million in
liabilities.  The case is assigned to Judge Sheri Bluebond.  M
Jonathan Hayes, Esq., of Simon Resnik Hayes LLP, is the Debtor's
counsel.


DIGITAL ROOM: Moody's Hikes CFR to B2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded Digital Room Holdings, Inc.'s
Corporate Family Rating to B2 from B3 and Probability of Default
Rating to B2-PD from B3-PD. Moody's also upgraded the ratings on
the company's first lien credit facilities to B1 from B2 as well as
the ratings on the second lien term loan to Caa1 from Caa2. The
rating upgrades were driven by DRI's solid financial performance
over the past several quarters which are expected to be sustained
over the coming year as the company continues to capitalize on the
ongoing secular expansion of the online short run print market. The
outlook remains stable.

Moody's upgraded the following ratings:

Corporate Family Rating, Upgraded to B2 from B3

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

Senior Secured First Lien Revolving Credit Facility expiring 2022
-- Upgraded to B1 (LGD3) from B2 (LGD3)

Senior Secured First Lien Term Loan due 2023 -- Upgraded to B1
(LGD3) from B2 (LGD3)

Senior Secured Second Lien Term Loan due 2024 -- Upgraded to Caa1
(LGD5) from Caa2 (LGD5)

Outlook Action:

Outlook is Stable

RATINGS RATIONALE

DRI's B2 CFR is constrained by the company's high debt leverage of
just above 5x (Moody's adjusted for operating leases, pro forma for
Nov. 2018 incremental borrowings ) as of September 30, 2018. The
ratings are also negatively impacted by the company's relatively
small size, potential competitive pressures from larger commercial
printers and web based rivals, and exposure to cyclicality in the
print advertising market. The potential for additional debt-funded
acquisitions and equity distributions to the company's private
equity shareholders adds further uncertainty. The risks associated
with DRI's credit profile are partially offset by the company's
strong presence in the expanding online short-run print market as
well as its strong customer relationships and retention rates which
contribute to revenue predictability. Additionally, the company's
modest capital budget should contribute to healthy free cash flow
generation.

DRI's good liquidity is supported by the company's estimated cash
balance of approximately $20 million as of year end 2018 as well as
Moody's expectation of free cash flow generation exceeding $20
million over the next 12 months. The company's liquidity is also
bolstered by an undrawn $25 million revolving credit facility.
DRI's bank loans are subject to a financial covenant based on a
maximum net leverage ratio which the company should be comfortably
in compliance with over the next 12-18 months.

The stable outlook reflects Moody's expectation that DRI will
generate mid-single digit organic revenue gains over the next 12
months principally driven by growth in the online short-run print
market which increasingly offers superior efficiency and economics
relative to legacy printing solutions. Operating leverage benefits
will likely be offset by increased spending related to the
company's e-commerce infrastructure during this period,
constraining margins and resulting in minimal deleveraging in
2019.

What Could Change the Rating - Up

The rating could be upgraded if DRI profitably expands its scale
and sustains healthy free cash flow generation while adhering to a
conservative financial policy, resulting in a reduction in debt to
EBITDA (Moody's adjusted) to below 4.5x.

What Could Change the Rating - Down

The rating could be downgraded if DRI experiences a weakening
competitive position, as evidenced by declining revenues, or adopts
more aggressive financial policies such that debt to EBITDA
(Moody's adjusted) is sustained above 6x.

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

DRI is a leading e-commerce provider in the online short-run print
market. Moody's forecasts DRI to generate revenues of approximately
$225 million in 2019.


DOMINICA LLC: Feb. 20 Plan Confirmation Hearing
-----------------------------------------------
The Fifth Amended Disclosure Statement explaining the plan of
reorganization proposed by Dominica, LLC, and Evangeline Martin is
conditionally approved.

The Court will hold a hearing on February 20, 2019 at 11 a.m., to
hear any objections to the Disclosure Statement and confirmation of
the Plan of  Reorganization and related matters.

Any objections to (1) the Court's final determination of the
adequacy of  Disclosure Statement, and (2) confirmation of the Plan
of Reorganization and  other related matters must be filed with the
Clerk of the Bankruptcy Court,  District of Massachusetts, John W.
McCormack Post Office and Court House,  5 Post Office Square,
Boston, Massachusetts 02109, together with proof of  service, no
later than February 18, 2019 at 4:30 P.M.

Class 3 - General Unsecured Claims. Class 3 Claims are impaired
under the Plan. Each holder of a Class 3 Claim shall be entitled to
vote to accept or reject the Plan. In full and complete
satisfaction, settlement, release and discharge, each holder of an
Allowed General Unsecured Claims shall receive each creditor with
an allowed claim shall receive no less than 85% of its allowed
claim to be paid thirty (30) days from the Effective Date.

Class 1 - The Allowed Endeavor Capital North LLC First Mortgage
Claim is impaired under the Plan. The holder of the Class 1 Claim
has agreed to vote for the Plan under the following terms: The
Allowed Endeavor Capital North LLC First Mortgage Claim shall
equal: $543,335.451 less any future adequate protection payments
not already credited paid by the Debtor to Endeavor through the
Effective Date subject to execution of the Modification and
Extension Agreement. (b) Allowance and Treatment of Class 1. In
full and complete satisfaction, settlement, release and discharge
of the Allowed Class 1 Claim, the holder of the Allowed Class 1
Claim shall receive upon the entry of a Final Order allowing the
Allowed Class 1 Claim as follows: Payment in equal monthly
installments of principal and interest, with the first payment due
on the 10th day of the first month following the Effective Date and
on the 10th day of the month thereafter until paid in full,
calculated at a rate of eight (8%) percent per annum and based upon
a 30 year amortization schedule. Payments shall commence upon the
Effective Date and terminate on the 60th month from the Effective
Date.

Class 2 - The Allowed Endeavor Capital North LLC Second Mortgage
is
impaired under the Plan. The holder of the Class 2 Claim has
agreed
to vote for the Plan under the following terms: The Debtor
estimates the Allowed Endeavor Capital North LLC Second Mortgage
Claim computes as follows: $84,783.24 less any future adequate
protection payments not already credited paid by the Debtor to
Endeavor through the Effective Date subject to execution of the
Modification and Extension Agreement. (b) Allowance and Treatment
of Class 2. In full and complete satisfaction, settlement, release
and discharge of the Allowed Class 2 Claim, the holder of the
Allowed Class 2 Claim shall receive upon the entry of a Final
Order
allowing the Allowed Class 2 Claim as follows: Payment in equal
monthly installments of principal and interest, with the first
payment due on the 10th day of the first month following the
Effective Date and on the 10th day of the month thereafter until
paid in full, calculated at a rate of eight (8%) percent per annum
and based upon a 30 year amortization schedule. Payments shall
commence upon the Effective Date and terminate on the 60th month
from the Effective Date

A full-text copy of the Fifth Amended Disclosure Statement dated
December 31, 2018, is available at https://tinyurl.com/y9k7lb9k
from PacerMonitor.com at no charge.

                    About Dominica LLC

Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016.  In the petition signed by Evangeline
Martin, manager, the Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing.  Michael Van Dam,
Esq., at Van Dam Law LLP, is the Debtor's bankruptcy counsel.


DRT HEEL: Tarakkoli Buying All Assets for $30K
----------------------------------------------
DRT Heel, LLC, asks the U.S. Bankruptcy Court for the Western
District of North Carolina to authorize the sale of all assets to
Hasan Tarakkoli for $30,000.

A hearing on the Motion is set for February 13, 2019, at 9:30 a.m.

The Debtor continues as the DIP of its assets, and continues to
operate its business, said business consisting of one location at
501 Cox Road, Gastonia, North Carolina, at which location it
operates a pizza restaurant.

On Schedule G the Debtor listed a contract for the lease of the
restaurant space at 501 Cox Road, Gastonia, North Carolina pursuant
to a 15-year lease, with the other party to the lease (owner of the
real property) being Old Well Enterprises, LLC.

On its Schedule B the Debtor listed ownership of perishable
inventory of food, liquor, beer, and wine of $4,276, at cost.  

Also on Schedule B the Debtor listed ownership of limited office
fixtures, machinery and equipment, with a net book value of $3,624.


The Debtor operates a business selling wood-fired pizzas and
related items and drinks, and the personal property it used in the
operation of its restaurant is limited as the major items in the
restaurant space (wood-fired oven, coolers, freezers, etc.) are
fixtures that are attached to the real estate and are part of the
building in which the Debtor operates.

Old Well, the owner of the real estate in which the Debtor
operates, fell behind in its payments to its secured creditors
(secured by the restaurant property) and as a result on Nov. 30,
2018 the real property at 501 Cox Road, Gastonia, North Carolina
was sold at foreclosure to Tarakkoli of Parkland, Florida.

The Debtor does not have a lease with Tarakkoli.  The lease between
the Debtor and Old Well was not recorded, nor was a memorandum of
that lease recorded.   

Subject to approval of the Court, and subject to conditions as
further set forth, Tarakkoli has offered to purchase all assets of
the Debtor for a purchase price of $30,000.  The Purchaser would be
purchasing all tangible assets, along with intangible assets
including telephone number, good will, and all other intangible
assets.   Additionally, the Purchaser would be purchasing the name
"Brixx Wood Fired Pizza" and would assume (subject to approval of
Brixx franchisor) the Brixx Franchise Agreement between the Debtor
and the Brixx franchisor.  Also, the use of the name would be
subject to approval for the assumption of the Franchise Agreement.


American Express Bank holds a security interest in the property
being sold.  It filed a secured claim for $28,959.  American
Express Bank has agreed to release its lien as against all assets
of the Debtor being sold upon receipt of $27,000 from the sale
proceeds, with $3,000 of the sale proceeds being a "carve out" to
pay the counsel fees to the counsel for the Debtor.

The Debtor proposes that this sale of all its assets be free and
clear of liens and encumbrances of all creditors, as it is being
sold with consent of American Express Bank, and with consent of
Ronald W. Knedlik, assignee of the secured claim of World Business
Lenders, LLC.

It proposes the sale as it has no lease for its premises, and as it
is believed that a sale of the assets to the Purchaser would result
in continued operation of the restaurant and continued employment
of the substantial number of employees of the Debtor.

                     About DRT Heel, LLC

DRT Heel, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D.N.C. Case No. 16-31643) on Oct. 7, 2016.  The petition was
signed by Donald Thrower, Member/Manager.  The Debtor is
represented by R. Keith Johnson, Esq., at the Law Offices of R.
Keith Johnson, P.A.  The Debtor estimated assets and liabilities at
$0 to $50,000 at the time of the filing.


DUN & BRADSTREET: Moody's Assigns B3 CFR & Rates $3BB Loans B2
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating (PDR) to The Dun &
Bradstreet Corporation (New). A B2 rating was also assigned to the
Company's new $3.030 billion Senior Secured Credit Facility
consisting of a $2.63 billion First Lien Term Loan (due 2026), and
a $400 million Revolving Facility (due 2024). In addition, Moody's
assigned a B2 rating to new $500 million senior secured notes (due
2026) and a Caa2 rating to new $850 million Senior Unsecured Notes
(due 2027). A new $200 million, 364-day, repatriation facility is
unrated. The Outlook is Stable.

Assignments:

Issuer: The Dun & Bradstreet Corporation (New)

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

$2.63 billion Gtd Senior Secured Term Loan, Assigned B2 (LGD3)

$400 million Gtd Senior Secured Revolving Credit Facility, Assigned
B2 (LGD3)

$500 million Senior Secured Regular Bond/Debenture, Assigned B2
(LGD3)

$850 million Senior Unsecured Regular Bond/Debenture, Assigned Caa2
( LGD6)

Outlook Actions:

Issuer: The Dun & Bradstreet Corporation (New)

Outlook, Assigned Stable

The Dun & Bradstreet Corporation (New) has signed a definitive
agreement to be taken private in a $7.1 billion leveraged buyout.
The investor group includes a strategic buyer, Black Knight
InfoServ, LLC (Ba2 Stable) which will provide executive management,
and a consortium of private equity sponsors including Cannae
Holdings, Inc. CC Capital Partners, LLC, and Thomas H. Lee Partners
L.P.

The transaction is expected to close no later than the end of the
first quarter of 2019.

RATINGS RATIONALE

The B3 rating is constrained by the private equity ownership which
tolerates aggressive financial policy including high leverage and
shareholder distributions. Moody's projects closing leverage to be
between 9x-9.25x, with the ratio improving over the next 12-18
months to below 8x, assuming targeted synergies of over $200
million are realized. While Moody's don't expect the investors to
extract cash immediately, Moody's believes dividends and or other
shareholder friendly transactions are likely in the future.
Additionally, Moody's believes the company operates in a very
competitive market place that is being disrupted by advances in
technology and lower cost providers. New forward-thinking entrants
and established peers with larger scale, more resources, and more
advanced technology are constantly threatening to take share and
pressure the pricing models and economics of DNB's businesses.
DNB's market share, although strong, is weakening. This pressure
can be observed in certain performance measures that are below many
peers including below par retention rates on smaller customers, low
EBITDA margins (around 30%) and slow revenue growth (low single
digit percentage). Moody's also notes the Company's key segment,
Trade Credit is declining, while the market is growing. To improve
its position, the Company will need to take some risks, introducing
new and lower priced data and services to smaller customers,
stripping human resources from the company, reorganizing reporting
structures, refocusing sales and marketing, and investing a lot
more capital in technology. While new management is experienced and
has a very good track record, executing the plan is uncertain given
past failures.

The rating is supported by an established business with a very long
177 year operating history. It's brand is strong, helping to build
deep and long-term relationships with a diverse and large number of
customers. Scale is moderate, but DNB has good geographic diversity
with a large percentage of sales produced outside the US, in
various countries. It also owns some valuable assets including very
large data sets and a proprietary Data Universal Numbering System
(DUNS). The strength of the business is anchored by trade credit,
which represents nearly 40% of total revenue and has a market
leading 60% share. It business model is also a source of strength,
with the large majority of its revenues subscription-based which
provides high visibility and attractive economics.

OUTLOOK

The Stable outlook reflects its expectation that the Company will
generate near $1.8 billion in revenues over the next 12-18 months,
producing over $700 million in EBITDA on margins near 40%. Moody's
expects free cash flows to be $150-$175 million, after capital
expenditures of $150-$200 million (5%-10% of revenue, including one
time incremental investment capex). Moody's projects leverage
(total debt/EBITDA) to fall below 8x (with debt of approximately
$5.5b net of mandatory amortization, and including lease and
pension obligations, and 100% of preferred stock). Moody's also
projects free cash flow to debt to rise above 2%, and interest
coverage (EBITDA- CAPEX / interest) to remain under 2x (near
1.75x). Its projections also assume the Company will not distribute
any cash to shareholders in the form of dividends or otherwise.
Moody's expects the Company to maintain an adequate liquidity
profile, and that there will be no material changes (relative to
its expectations) in the scale of the Company, segment diversity,
market position/share, financial policy, capital structure, key
performance measures, or the business model.

Note: all figures and ratios based on Moody's adjusted estimates

FACTORS THAT COULD LEAD TO A UPGRADE

Moody's would consider an upgrade if leverage (Moody's adjusted
Debt/EBITDA) was sustained below 6.5x, and free cash flow to debt
(Moody's adjusted) was sustained above 5%. Moody's would also
consider a positive rating action if the credit profile improved
due to a favorable change in one or more factors including but not
limited to liquidity, scale and diversity, financial policies,
market position, capital structure, business model or key
performance measures.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's would consider a downgrade if leverage (Moody's adjusted
Debt/EBITDA) is sustained above 8x (Moody's adjusted), or free cash
flow to debt (Moody's adjusted) is sustained below 2.5%. Moody's
would also consider a negative rating action if the credit profile
deteriorated due a an unfavorable change in one or more factors
including but not limited to liquidity, scale and diversity,
financial policies, market position, capital structure, business
model or key performance measures.

PROFILE

The Dun & Bradstreet Corporation (New), founded in 1841 and
headquartered in Short Hills NJ, is a global leader in trade credit
and commercial data and analytic products used by businesses across
most industries to improve their business performance. The Company
has operates four main business segments include trade credit,
enterprise risk management, sales acceleration, and advanced
marketing solutions. Revenues were approximately $1.8 billion for
the LTM period ended September 30, 2018.

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


DUN & BRADSTREET: S&P Lowers ICR to 'B-' on LBO Financing
---------------------------------------------------------
S&P Global Ratings noted that U.S.-based information-services
company The Dun & Bradstreet Corp. (D&B) has announced plans to
issue over $4 billion in debt to fund its leveraged buyout (LBO),
valued at approximately $7.2 billion, by an investor group led by
CC Capital, Cannae Holdings, Bilcar LLC, Black Knight Inc., and
funds affiliated with Thomas H. Lee Partners L.P.

S&P is lowering its issuer-credit rating on D&B to 'B-' from 'BB+'
to reflect the significant leverage increase and meaningful
near-term turnaround execution risks. S&P is also removing the
issuer-credit rating from CreditWatch.

S&P said, "We also are assigning our 'B-' issue-level rating and
'3' recovery rating to the company's proposed senior secured debt,
comprising a $400 million revolving credit facility, a $2.63
billion term loan, and $500 million senior secured notes. We are
assigning our 'CCC' issue-level rating and '6' recovery rating to
the proposed $850 million senior unsecured notes.

"Our 'B-' issuer rating reflects D&B's very high pro forma
financial leverage of over 10x, its high enterprise-wide
transformation needs, and operational risks over the next two
years. These risks are somewhat tempered by the company's market
position as the leading global provider of trade credit and related
risk management solutions. We expect leverage to remain elevated
around 10x through 2020 and minimal FOCF of $90 million-$110
million through 2020 in comparison to its significant debt
balances, with FOCF to debt of around 2%.

"We have limited confidence in the company's ability to fully
achieve its cost savings and revenue growth plans. D&B expects to
improve its financial position with annual cost savings of about
$200 million by 2020, the majority of which from headcount
reductions. The company expects further operational improvements
from improved sales performance, simplified and standard pricing
structures, shift toward multiyear subscription contracts, and
improved customer experience through lean initiatives to support
its rapid deleveraging plan. However, its poor track record of
executing restructuring programs and energizing growth, competition
that is increasing, and its limited financial flexibility constrain
our confidence in its ability to substantially reduce costs and
spark revenue growth in the 2-3 years contemplated by the company.
We assume about $150 million in cost savings in our 2020
projections. Furthermore, we believe the transformation will
require significant investments in product innovation, technology
infrastructure, and client delivery, which could prolong depressed
EBITDA margins.

"The stable outlook reflects our expectation that the company will
realize cost synergies of $90 million in 2019 and $150 million in
2020. These savings will be largely offset by costs to achieve
synergies and turnaround investments in the business that would
likely keep EBITDA margins depressed in the 30% area, leverage
elevated at approximately 10x, and annual FOCF limited at about
$100 million through 2020. We also expect that annual revenue
growth will be flat to modestly positive over the next two years as
D&B transitions to a new management team and pursues a turnaround
of its business."

A downgrade will primarily result from operating missteps that
result in meaningful declines in the core businesses, market-share
losses likely from inability to sustain sales following the
company's cost-cut initiatives, or inability to pursue sufficient
cut costs. In such case, EBITDA margins remain depressed, liquidity
is constrained, the company cannot generate over $50 million in
annual free cash flows, and S&P would view the capital structure as
unsustainable.

S&P could raise its rating if the company successfully executes on
its transformation program, improves EBITDA, meaningfully improves
its revenue growth trajectory and operating leverage, and pursues a
more conservative financial policy, including maintaining adjusted
leverage of less than 7.5x and FOCF to debt in the 5% area. An
upgrade is unlikely over the next two years as the company plans to
pursue meaningful restructuring and investment initiatives to turn
around the business, which will keep leverage elevated.



EAST RIDGE RETIREMENT: Fitch Lowers Rating on $68.95MM Bonds to B-
------------------------------------------------------------------
Fitch Ratings has downgraded the following Alachua County Health
Facilities Authority, FL bonds issued on behalf of East Ridge
Retirement Village (ERRV) to 'B-' from 'BB-':

  -- $68.95 million health facilities revenue bonds, series 2014.

Fitch has also placed the bonds on Rating Watch Negative.

SECURITY

The bonds are secured by a pledge of gross revenues and receivables
of the obligated group (OG), a first mortgage lien on all current
and future property of the OG, and a fully-funded debt service
reserve.

KEY RATING DRIVERS

WEAK OPERATING PROFILE: The downgrade to 'B-' reflects Fitch's view
that material default risk is present, with a very limited margin
of safety due to a decline in independent living unit (ILU)
occupancy, liquidity and profitability. While management remains
focused on filling empty units, persistence of soft occupancy
remains a large risk as the need to manage expenses in the midst of
lower revenues will be a continued challenge.

LOW OCCUPANCY: Further supporting the downgrade are occupancy
levels at ERRV's new assisted living units (ALU), as well as
existing ILUs, that were below the master trust indenture (MTI)
targets as of Oct. 31, 2018. Though skilled nursing unit (SNF)
occupancy was above the MTI target, increased occupancy was due to
a higher than average number of ILU resident transitions into the
SNF. In 2018, ERRV engaged a new marketing consultant and filed a
copy of the new consultant's report and recommendations to remain
compliant with its bond covenants.

DECLINE IN LIQUIDITY: ERRV's liquidity has also declined from $15.8
million as of Dec. 31, 2017 to $12.9 million as of Oct. 31, 2018.
The community's 179 days cash on hand (DCOH), 19.3% cash to debt
and 2.5x cushion ratio (as of Oct. 31 2018) was unfavorable to the
below investment grade (BIG) medians of 292 days, 32.1% and 4.5x,
respectively.

COVENANT VIOLATION: The Negative Rating Watch reflects the strong
possibility of a rate covenant violation (coverage below 1.0x),
which results in an event of default under the bond documents.
Following a 45-day cure period, bondholder remedies include the
acceleration of principal for the outstanding bonds. Fitch will
monitor the outcome of the potential event of default and look to
resolve the Watch once more details become available. Fitch
calculated actual annual debt service coverage was 0.4x as of the
10 month interim period ended Oct. 31, 2018 due to continued
softness in occupancy and low net entrance fee receipts.

RATING SENSITIVITIES

RESOLUTION OF RATING WATCH NEGATIVE: Resolution of ERRV's Negative
Watch is expected to occur upon settlement of the expected covenant
violation with bondholders over the event of default. Fitch will
monitor bondholder action/negotiation regarding the event of
default. Any outcome or remedy enforcement that negatively affects
ERRV's ability to repay its debt obligations would result in a
downgrade.

OCCUPANCY AND FINANCIAL PROFILE STABILIZATION: A failure to improve
and stabilize occupancy leading to weaker liquidity and the real
possibility of default could lead to a downgrade. Conversely, a
recovery in ILU occupancy and stabilization in ALU and SNF
occupancy that produces two years of improved liquidity,
profitability and consistent debt service coverage over 1.2x could
warrant consideration of an upgrade.

CREDIT PROFILE

ERRV is a Type A lifecare continuing care retirement community
(CCRC) located on 76 acres in the town of Cutler Bay, Florida,
approximately 20 miles south of Miami. The community currently
includes 221 ILUs, 90 Assisted Living Units (ALUs), 31 Memory Care
Units (MCUs) and 74 Skilled Nursing Facility (SNF) units. All ILU
residents are lifecare residents, primarily with nonrefundable
contracts. ERRV reported total revenues of $25.3 million in fiscal
2017 (year ended Dec. 31).

ERRV is currently the only obligated group member. Since March 27,
2008 ERRV has been controlled by Santa Fe Senior Living (SFSL) via
an affiliation agreement between ERRV and SFSL's corporate parent,
SantaFe HealthCare (SFHC). Neither SFSL nor SFHC are obligated on
the series 2014 bonds. SFSL opened the Terraces at Bonita Springs
in July 2014 and also operates North Florida Retirement Village, a
rental community in Gainesville.

WEAK PROFITABILITY AND DECLINING LIQUIDITY

Profitability in 2018 was very weak due to occupancy challenges
that produced AADS coverage of only 0.4x in the 10-month interim
period. A rate covenant violation due to weak coverage is expected
to be disclosed when FYE 2018 results are released. Management has
responded to poor operating performance by reducing non-essential
staffing, while hiring specifically for positions that are expected
to increase revenue prospects and bring operational efficiencies.
Efforts to improve occupancy have included the use of financial
entrance fee incentives, if effective, will improve core operating
profitability but suppress potential balance sheet growth due to
lower entrance fee receipts. An acceleration of ILU occupancy
growth is crucial to balance sheet maintenance and stronger
profitability, but the lack of progress in 2018, despite management
and consultant efforts, highlights the potential for a sluggish
recovery.

ERRV's unrestricted cash and investment position is down
significantly from a recent high of $19.9 million in Dec. 31, 2015
to $12.9 million as of Oct. 31, 2018, which equated to 179 DCOH,
19.3% cash to debt and 2.5x cushion ratio. MTI calculated DCOH was
183 days as of Oct. 31, 2018, which is slightly above the 180 DCOH
covenant that will be tested based on Dec. 31, 2018 results. The
community's low liquidity is a concern not only because of the
potential covenant violation, but also because many of the ILUs on
campus are in need of renovation to strengthen ERRV's competitive
position. The majority of ERRV's contracts are nonrefundable, which
helps mitigate some risk from the lower cash position. Total
capital expenditures were only $1.3 million through the 10 month
interim period. Management expects to continue restricting capital
spending to conserve liquidity until ILU sales become more
consistent.

LOW OCCUPANCY

In 2018, ERRV faced continual occupancy challenges on campus with
69.7% ILU occupancy (below the 78% covenant) and 83.5% combined
ALU/memory care occupancy (below the 88% covenant). Though SNF
occupancy of 93.2% was above the quarterly occupancy covenant of
85%, the improved occupancy was primarily driven by a larger than
average number of residents that transferred internally from ILUs
in 2018. Many of these vacant ILUs have not been reoccupied and
transitions from ILUs to healthcare services may continue to be a
risk; there are a large number of current ILU residents over the
age of 90, and ERRV does not have a waiting list of potential
residents to draw upon for unoccupied ILUs. ERRV's nonrefundable
contracts help to stabilize its liquidity position, in the midst of
potential transitions out of ILUs. Furthermore, ERRV's large number
of combined ALUs, MCUs and SNF units (195 combined) relative to the
number of ILUs on campus (221 ILUs) is an additional operating risk
as it will be a challenge for management to continue to fill
healthcare units over the short and long-term solely through
independent living transfers.

ERRV engaged a new consultant in 2018 to review the community's
marketing and sales operations as well as a separate consultant to
review financial and operating performance. Management has been
working to implement recommendations in order to strengthen
marketing and sales effectiveness and enhance operational
efficiency through staff modifications.

ELEVATED LONG-TERM LIABILITY PROFILE

ERRV's debt to net available of 13.8x and 35.9x in fiscal 2017 and
the interim period was unfavorable to the BIG median of 9.8x. In
addition, MADS as a percentage of revenues was a high 19.8% of
annualized 10 month revenues, further highlighting the need for
ERRV to grow revenues and stabilize operations to ensure timely
payment of debt.

ERRV has $68.9 million (par value) in series 2014 fixed-rate term
bonds outstanding, with maturity in 2049. MADS is equal to $5.1
million, and debt service is level from 2020 through maturity. ERRV
has no swaps.

DISCLOSURE

ERRV covenants to provide annual disclosure within 150 days of
fiscal year end and quarterly disclosure within 45 days of each
quarter end. Disclosure includes balance sheet, statement of
revenues/expenses, statement of cash flows, calculation of days of
cash on hand, debt service coverage, and occupancy. In June 2018,
ERRV began voluntarily posting monthly financial and occupancy
disclosure. Disclosure is made through the Municipal Securities
Rulemaking Board's EMMA system, and has been timely and thorough.


EGALET CORPORATION: Court Confirms Chapter 11 Plan
--------------------------------------------------
The Bankruptcy Court has issued a findings of fact, conclusions of
law, and order confirming the first amended joint plan of
reorganization of Egalet Corporation and its debtor affiliates.

According to a tabulation report submitted by Peter Walsh, 100% of
the holders of first lien secured notes claims (Classes 3A, 3B, and
3C) voted to accept the plan, while 85.71% of the holders of
convertible notes claims (Classes 4A, 4B, and 4C) voted to accept
the plan.

A full-text copy of the Confirmation Order dated January 14, 2019,
is available at https://tinyurl.com/y7yjbxk7 from PacerMonitor.com
at no charge.

A full-text copy of the Second Amended Plan Supplement is available
at https://tinyurl.com/y8wys6qs from PacerMonitor.com at no
charge.

A full-text copy of the First Amended Plan is available at
https://tinyurl.com/y7xd2wbw from PacerMonitor.com at no charge.

               About Egalet Corporation

Headquartered in Wayne, Pennsylvania, Egalet Corporation is a fully
integrated specialty pharmaceutical company focused on developing,
manufacturing and commercializing innovative treatments for pain
and other conditions.

Egalet Corporation and Egalet US Inc. sought bankruptcy protection
on Oct. 30, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12439).
In the petition signed by Robert Radie, president and chief
executive officer, the Debtors declared total assets of $99,980,000
and total debt of $143,338,000.

The Debtors tapped Dechery LLP as general counsel; Young Conaway
Stargatt & Taylor, LLP, as local Delaware counsel; Berkeley
Research Group LLC as financial restructuring advisor; Piper
Jaffray & Co. as investment banker; and Kurtzman Carson
Consultants
LLC as claims agent.


EST GROUP: Has Authority to Use Cash Collateral Until April 15
--------------------------------------------------------------
The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the
Northern District of Texas has entered an agreed second interim
order authorizing EST Group, LLC's interim use of cash collateral.

Pursuant to the terms of the First Interim Order, the Debtor
obtained authority to use cash collateral as set forth therein for
a limited period of time, through Jan. 15, 2019.

The Debtor has presented a 90 Day Budget for the operation of its
business for the period between Jan. 16, 2019 and April 15, 2019.
The 90 Day Budget proposes a monthly carve-out of $22,500 for the
payment of the Debtor's professional fees and expenses.

The Debtor mentions two secured creditors with interests in cash
collateral: (i) Chase Bank, N.A., which holds a first lien position
on all assets of the Debtor, and (ii) Dell Marketing, LLC, which
holds a second lien position on such assets behind Chase.

The replacement liens granted to Chase and Dell in the First
Interim Order on postpetition accounts receivable, proceeds, cash,
and depository accounts will continue in full force and effect,
without the need for additional filings, to secure repayment of the
Debtor's obligation to Chase and Dell to the extent of the value of
such creditor's interest in the Debtor's interest in such
collateral.

To the extent the adequate protection afforded herein should prove
inadequate (i.e., the adequate protection provided herein fails),
then Chase and Dell will be entitled to an administrative expense
claim under 11 U.S.C. Section 503(b).

The Debtor will continue to make its regular scheduled monthly
payments to Chase under the pre-petition Chase Forbearance
Agreement in the amount of $20,364.66 in accordance with the 90 Day
Budget, which will be applied in accordance with the Chase
Agreement.

The Debtor will continue to make its regular scheduled monthly
payments to Dell under the Amendment to Credit Agreement and
Restructured Installment Payment Agreement in the amount of $9,751,
in accordance with the 90 Day Budget. Payments will be applied to
the principal owed to Dell under the Dell Agreement. Dell may seek
reconsideration of the application of monthly payments to principal
if later developments in the case indicate that Dell was
over-secured on the Petition Date.

In addition, the Debtor will be authorized to remit to Davenport
Group, Inc. a check it has received in the amount of $591,938.33,
transmitted by the City of Garland as payment for Dell products
delivered to the City of Garland, in a transaction financed by
Davenport and previously approved by Dell. Dell and Chase have
reviewed the transactional documents provided by the Debtor and
agree that the Debtor holds the check in trust for Davenport under
such transactional documents and that the check does not belong to
the Debtor or the estate. Therefore, Dell and Chase do not claim
any lien on the check or its proceeds.

A full-text copy of the Agreed 2nd Interim Order is available at

             http://bankrupt.com/misc/txnb18-45031-36.pdf

                        About EST Group

EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions
company that provides integration and consulting services tailored
around automating, managing, and securing an organization's IT
environment.

EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 18-45031) on Dec. 26, 2018.  In the petition signed by Timothy
B. Spires, president, the Debtor estimated $1 million to $10
million in assets and $1 million to $10 million in liabilities.

The case is assigned to Judge Mark X. Mullin.

Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is
the Debtor's counsel.


FIRSTENERGY SOLUTIONS: West Lorain Assets Sale to Vermillion OK'd
-----------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the FirstEnergy
Solutions Corp. case approved the sale of the West Lorain Assets to
stalking horse bidder Vermillion Power for a total purchase price
estimated to be $151.7 million.

The asset purchase agreement, dated November 16, 2018, between the
Debtors and the Stalking Horse Bidder has these terms:

Purchase Price: $144,000,000 (the 'Initial Purchase Price') plus
the Closing Adjustment Amount plus the Proration Adjustment Amount.
'Closing Adjustment Amount' means an amount equal to the Book Value
of Seller's right, title and interest in and to (i) the Inventory
located at the West Lorain Facility and (ii) the spare parts
located at the West Lorain Facility, determined in accordance with
Seller's accounting system, in each case, on the Closing Date.

Purchased Assets: The Purchased Assets are (a) the Owned Real
Property; (b) the Entitled Real Property; (c) the West Lorain
Facility; (d) the Tangible Personal Property; (e) the Transmission
and Interconnection Facilities; (f) the Assumed Contracts; (g) all
electric capacity rights and obligations; (h) Transferred Permits;
(i) Purchased Intellectual Property; (j) Purchased Warranties; (k)
all related rights of the Seller in and to any causes of action
against a third party; (l) all Records or copies of Records; (m)
certain Emissions Allowances; (n) Seller's rights to deposits; (o)
goodwill of the Business and (p) certain specified assets.

                 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.

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 Eureka Property for $225K
------------------------------------------------------------
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 1637 3rd Street,
Eureka, California to John AA Hancock for $225,000, subject to
higher and better bids.

A hearing on the Motion is set for Feb. 20, 2019 at 10:30 a.m.

The Property an improved parcel.  It has a tenant and generates
$2,860 in gross rents.

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
$225,000 from the Buyer for the Property, with an initial deposit
of $5,000 and the balance to be paid at the close of escrow, with
escrow to close within 30 days after entry of an order approving
the sale.  The parties have entered into their Commercial Property
Purchase Agreement and Joint Escrow Instructions.

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 United States Bankruptcy Court for the Northern District of
California and overbid.  The Buyer is purchasing the Property on an
"as is, where is" basis, with no warranties or representation.  Any
dispute over the terms of the Sale Agreement will be resolved by
the Court.

The sale is subject to overbids, with a minimum overbid in the sum
of $235,000 all cash, on the same terms and conditions as the
offer, with the overbid deadline being set three days prior to the
Court hearing on the Motion.  If a qualified overbid is received,
an auction will be held before the Court, unless directed otherwise
by the Court.

The Debtors' bankruptcy schedules indicated that the Property was
subject to one lien in favor of Trueman Vroman in the sum of
$65,000.  However, a title report issued with respect to the
Property reveals various liens and encumbrances.

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.  This
lien has been paid.  The title company holds reconveyance documents
concerning this lien and any other encumbrances in favor of the
former receiver which will be recorded.

The Property is subject to a first deed of trust in the sum of
$42,000, dated Sept. 13, 2001 in favor of Trueman E. Vroman, an
unmarried man and recorded Oct. 12, 2001 as Instrument No.
2001-25903-4, Humboldt County Records.  The Property is subject to
a second deed of trust in the sum of $20,000 in favor of Mr. Vroman
dated May 6, 2008, and recorded May 8, 2008 as Instrument No.
2008-11480-6, Humboldt County Records.  Mr. Vroman reports that
when he loaned funds to the Debtor the then first trust deed
obligation was paid.

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

The Examiner believes that, under the terms of the Appointment
Order, she can utilize the provisions of Bankruptcy Code Section
363 to, first, sell the Property and, second, sell the Property
free and clear of liens.  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 contemplates that the sale of the Property will free
up cash that can be used to address problems that exist in the
case, assuming agreement with lienholder City of Eureka.

The Examiner asks an order authorizing her to direct payment from
escrow of these 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_550_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.


FORTERRA INC: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Forterra
Incorporated is a borrower traded in the secondary market at 92.83
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.37 percentage points from the
previous week. Forterra Incorporated pays 300 basis points above
LIBOR to borrow under the $1.047 billion facility. The bank loan
matures on October 25, 2023. Moody's rates the loan 'B3' and
Standard & Poor's gave a 'B-' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 11.


GARRETT PROPERTIES: McGrath Buying Charleston Properties for $110K
------------------------------------------------------------------
Garrett Properties, LLC, asks the U.S. Bankruptcy Court for the
Southern District of West Virginia to authorize the sale of the
following real properties: (i) commonly described as 913 Greendale
Drive, Charleston, West Virginia, which consists of a lot and an
apartment building, for $55,000; and (ii) commonly described as
1122 Edgewood Drive, Charleston, West Virginia, which consists of a
lot and an apartment building, for $55,000; to Joshua A. McGrath,
subject to overbid.

Objections, if any, must be filed within 21 days from the filing of
the Motion.

The Properties are two assets of the bankruptcy estate.  Kimberly
Garrett is the owner of record ofthe Properties but they're pledged
as collateral to secure a loan to Huntington Banks.  Throughout the
course of the bankruptcy, the Properties had been appraised
by or on behalf of Huntington Bank on multiple occasions, most
recently those appraisals resulted in values consistent with the
sales price set forth.

The secured claims against the Properties are:

           Creditor            Lien Type    Date     Balance  

     Huntington Banks 913     Trust Deed  12-12-07   $320,000
           Greendale  

     Huntington Banks 1122    Trust Deed  12-12-07   $320,000

     Edgewood Huntington      Trust Deed  12-14-07   $ 52,000
     Banks 913 Greendale

     Huntington Banks 1122    Trust Deed  12-14-07   $ 52,000

     Top of the World          Judgment   6-22-11    $  4,945

     FIA Card services         Judgment   11-21-12   $ 13,209

     City of Charleston        Judgment   2-12—13    $    330

     City of Charleston        Judgment   2-12-13    $    400

     City of Charleston        Judgment   2-12-13    $  2,000

     City of Charleston        Judgment   2-12-13    $   540

     City of Charleston        Tax/8&0    7-23-14    $  5,472

     City of Charleston        Tax/8&0    8—19—14    $  4,836

     State Tax Dept State      Tax        1-26-15    $  2,028

     State Tax Dept State      Tax        3-30-16    $  1,245

     City of Charleston        Judgment   2-23-17    $  7,274

The 2017 real property taxes are unpaid for the Property and are
now delinquent.  The Buyer will pay all the real property taxes.

Given the size of the mortgage versus the value of the Real
Properties, it is clear that the price at which such property is to
be sold is greater than the aggregate value of all liens on the
property.  The estate holders of the unsecured claims benefits from
the sale in that the property will be sold without the cost of
normal foreclosure thus yielding more funds to the creditor and the
unsecured claim of Huntington Bank will be liquidated as to
amount.

After several inspections of the Properties, the Debtor's realtor,
Judy Boggess, was unable to market them because of various and
deferred maintenance in the Properties.

Subject to the Upset Bid Procedures set forth, the Debtor proposes
to sell the Property for $110,000, allocating $55,000 of the
purchase price to the Greendale Property, and $55,000 of the
purchase price to the Edgewood Property to the Buyer, pending
approval of the sale by the Court.  The closing date for the sale
of the Property is currently scheduled for within 30 days of Court
approval of the sale.  The parties have entered into contract of
sale with addendum.

The Buyer has agreed to purchase the Properties "as is" and will
pay all unpaid ad valorem tax on the properties purchased.  The
Debtor proposes to pay the entire amount of the sale proceeds to
Huntington National bank at the closing.  The sale of the
Properties is being made free and clear of any interest.

The Debtor believes that the sales price is fair and reasonable
considering the valuation of the property given by the Debtor, the
fact that the properties have been listed for sale with the general
public, and considering the Debtor's estimation as to the value
and/or the Properties' appraised value.

Any party interested in purchasing the Properties should file a
notice of an upset bid with the Court and serve the United States
Trustee and the Debtor.  The Alternative Minimum Bid is $120,000
for Properties in as is conditions plus payment of all ad valorem
taxes and closing costs.   The Debtor will file notice of the
auction time and place with the Court.  The Debtor will select the
bid, or combination of bids, at the conclusion of the auction that
the Debtor believes to be the highest or best value for the
Properties.

Finally, the Debtor asks the Court to waive the 14-day stay of the
order approving the sale under Fed. R. Bankr. P. 6004(h).

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

   http://bankrupt.com/misc/Garrett_Properties_279_Sales.pdf

                    About Garrett Properties

Headquartered in Charleston, West Virginia, Garrett Properties,
LLC, is a limited liability company.  Since Aug. 17, 2004, the
Debtor has been in the business of owning, holding and renting
commercial and residential real estate.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and
liabilities at between $1 million and $10 million each.

Judge Ronald G. Pearson oversees the case.

James M. Pierson, Esq., at Pierson Legal Services, serves as the
Debtor's bankruptcy counsel.

On Sept. 14, 2015, the Court appointed Judy Boggess as realtor.


GARRETT PROPERTIES: McGrath Buying Showshoe Condo Unit for $25K
---------------------------------------------------------------
Garrett Properties, LLC, asks the U.S. Bankruptcy Court for the
Southern District of West Virginia to authorize the sale of the
real property commonly described as 303A Top of the World
Condominium, a condominium unit located within Snowshoe Resort, in
the Edray District of Pocahontas County, West Virginia, to Joshua
A. McGrath for $25,000.

Objections, if any, must be filed within 21 days from the filing of
of the Motion.

The Property is an asset of the bankruptcy estate.  Kimberly
Garrett is the owner of record of the Property but the Property is
pledged as collateral to secure a loan to Huntington Banks.  
Throughout the course of the bankruptcy, the Property had been
appraised by or on behalf of Huntington Bank on multiple occasions,
most recently those appraisals resulted in values consistent with
the sales price set forth

The secured claims against the Property are:

          Creditor            Lien Type    Date     Balance  

     Huntington Banks        Trust Deed  12-12-07   $ 52,000

     Huntington Banks        Trust Deed  12-7-07    $320,000

     Top of the World          Lien      6-17-10    $  4,225

     Top of the World          Lien      3-21-16    $ 20,864

     Top of the World          Lien      4-18-18    $ 28,767
     
The 2016 and 20l 7 real property taxes are unpaid for the Property
and are now delinquent.  The Buyer will pay all real estate taxes.

Given the size of the mortgage versus the value of the Real
Property, it is clear that the price at which such property is to
be sold is not greater than the aggregate value of all liens on the
property.  The estate holders of the unsecured claims benefits from
the sale in that the property will be sold without the cost of
normal foreclosure thus yielding more funds to the creditor and the
unsecured claim of Huntington Bank will be liquidated as to
amount.

After several inspections of the Properties, the Debtor's realtor,
Judy Boggess, was unable to market them because of various and
deferred maintenance in the Property.

Subject to the Upset Bid Procedures set forth, the Debtor proposes
to sell the Property for $25,000 to the Buyer, pending approval of
the sale by the Court.   The closing date for the sale ofthe
Property is currently scheduled for within 30 days of Court
approval of the sale.  The parties have entered into contract of
sale with addendum.

The Debtor believes that the sales price is fair and reasonable
considering the valuation of the property given by the Debtor, the
fact that the property has been listed for sale with the general
public, and considering the Debtor's estimation as to value and/or
the Property's appraised value.

The Buyer has agreed to purchase the Properties "as is" and will
pay all unpaid ad valorem tax on the property purchased.  The
Debtor proposes to pay the entire amount of the sale proceeds to
Huntington National bank at the closing.  The sale of the
Properties is being made free and clear of any interest.

Any party interested in purchasing the Properties should file a
notice of an upset bid with the Court and serve the United States
Trustee and the Debtor.  The Alternative Minimum Bid is $30,000 for
Property in as is conditions plus payment of all ad valorem taxes
and closing costs.   The Debtor will file notice of the auction
time and place with the Court.  The Debtor will select the bid, or
combination of bids, at the conclusion of the auction that the
Debtor believes to be the highest or best value for the
Properties.

Finally, the Debtor asks the Court to waive the 14-day stay of the
order approving the sale under Fed. R. Bankr. P. 6004(h).

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

   http://bankrupt.com/misc/Garrett_Properties_280_Sales.pdf

                    About Garrett Properties

Headquartered in Charleston, West Virginia, Garrett Properties, LC,
is a limited liability company.  Since Aug. 17, 2004, the Debtor
has been in the business of owning, holding and renting commercial
and residential real estate.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and
liabilities at between $1 million and $10 million each.

Judge Ronald G. Pearson oversees the case.

James M. Pierson, Esq., at Pierson Legal Services, serves as the
Debtor's bankruptcy counsel.

On Sept. 14, 2015, the Court approved Judy Boggess as realtor.



GFL ENVIRONMENTAL: $100MM Bank Debt Trades at 3% Off
----------------------------------------------------
Participations in a syndicated loan under which GFL Environmental
Corporation is a borrower traded in the secondary market at 97.17
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.11 percentage points from the
previous week. GFL Environmental pays 300 basis points above LIBOR
to borrow under the $100 million facility. The bank loan matures on
May 31, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


GFL ENVIRONMENTAL: $805MM Bank Debt Trades at 3% Off
----------------------------------------------------
Participations in a syndicated loan under which GFL Environmental
Corporation is a borrower traded in the secondary market at 97.17
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.11 percentage points from the
previous week. GFL Environmental pays 300 basis points above LIBOR
to borrow under the $805 million facility. The bank loan matures on
May 31, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


GTT COMMUNICATIONS: S&P Cuts ICR to B- on Weak Credit Ratios
------------------------------------------------------------
S&P Global Ratings related that U.S.-based internet protocol (IP)
network operator GTT Communications Inc.'s 9.9x LQA S&P adjusted
leverage is elevated for the rating following weaker-than-expected
operating performance in the third quarter of 2018, on the heels of
a large debt-financed acquisition.

S&P is lowering all ratings by one-notch, including its issuer
credit rating on GTT to 'B-' from 'B' to reflect weak credit ratios
and ongoing integration risk associated with the company's
acquisitive growth strategy.

S&P said, "The downgrade reflects a modification to our forecast to
account for weaker profitability in the third quarter of 2018, such
that S&P Global Ratings-adjusted leverage, (which includes items
such as restructuring and transaction expense) remains above 6.5x
in 2019 compared with previous expectations of about 5.5x.
Lower-than-expected earnings, stemming primarily from transaction
and integration costs associated with the acquisition of Interoute
coupled with pro forma revenue declines due to unfavorable currency
and net install challenges in the first half of 2018 have resulted
in weaker cash flow compared with our previous base-case forecast.
Although we believe that operating performance should improve in
2019 on the full realization of about $90 million in remaining
synergies combined with a reduction in restructuring costs, we
expect leverage will still remain high. We expect organic revenue
growth will be in the low-single-digit percent area in 2019,
compared with previous expectations of mid-single-digit percent
growth due to elevated churn, in part driven by the company's
aggressive nonorganic growth strategy. We believe this could lead
to some operational missteps as the company looks to consolidate
acquisitions.

"The stable outlook reflects our expectation for GTT to maintain
adequate liquidity over the next 12 months given cash balances and
revolver availability. Although leverage is high, we do see a path
to deleveraging driven by the realization of synergies from the
acquisition of Interoute and a fall-off in restructuring expenses
associated with that transaction.

"We could lower the rating if operational issues lead us to believe
the company is unable to reduce leverage, which would put into
question the sustainability of its capital structure. In addition,
we could lower the rating if the company's liquidity position
begins to deteriorate to the point where the company would be
dependent upon favorable business, financial, and economic
conditions to meet its financial commitments. This likely would be
due to negative free cash flow generation resulting from increased
competition from broadband and transport providers combined with
large-scale integration missteps.

"Given the high debt leverage, we are unlikely to raise the rating
over the next 12 months. However, we could consider an upgrade if
GTT is able to improve EBITDA margins to the high-20% area,
demonstrate stability in profitability and cash flow, and reduce
leverage below 6.5x on a sustained basis as a result of debt
repayment and EBITDA growth."


GULFVIEW MEDICAL: Allowed to Use Cash Collateral on Final Basis
---------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has entered a final order authorizing
Gulfview Medical Institute, PLLC to use cash collateral in the
regular course of its business affairs pursuant to the budget until
further Order of the Court.

The Debtors authorization to use cash collateral is limited to a
variance not to exceed 10% of any particular line item expense on
the budgets attached hereto, unless otherwise agreed in writing
between the parties or by Order of the Court

The Debtor is a party a Business Line of Credit Agreement and
Commercial Security Agreement with Regions Bank which includes a
statement that Regions Bank claims to have a security interest in
inventory, accounts, equipment, general intangibles and fixtures of
the Debtor. Regions Bank claims a security interest in certain cash
collateral of the Debtor

Regions Bank is granted a replacement lien to the same extent,
validity and priority as any pre-petition lien, on and in all
property set forth in the respective security agreements and
related lien documents of Regions Bank on the specific collateral
listed in the security documents, including proceeds derived from
the creditors' collateral generated post-petition by the Debtor, on
an interim basis through and including the interim hearing in
Debtor's use of cash collateral, without any waiver by the Debtor
as to the extent, validity or priority of said liens.

In addition, the Debtor will continue to make its regular monthly
payment to Regions Bank in the amount of $2,568.11 per month.

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

           http://bankrupt.com/misc/flmb18-09165-70.pdf

                 About Gulfview Medical Institute

Gulfview Medical Institute, PLLC, is a primary care provider based
in based in Punta Gorda, Florida.  Gulfview Medical Institute filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. Bankr. M.D. Fla. Case No. 18-09165) on Oct. 25, 2018,
listing under $1 million in both assets and liabilities.  Craig I.
Kelley, Esq., at Kelley & Fulton, PL, represents the Debtor.  No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.


GYMBOREE GROUP: SSIG Sale Protocol & J&J Purchase Deal Approved
---------------------------------------------------------------
The Hon. Keith L. Philipps of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved bidding procedures proposed
by Gymborree Group Inc. and its debtor-affiliates in connection
with the sale of the assets to Special Situations Investment Group
Inc., absent higher and better offers.

A hearing will take place on March 4, 2019, at 2:00 p.m.
(prevailing Eastern Time), before Judge Phillips at 701 East Broad
Street in Courtroom 5100 in Richmond, Virginia 23219, where the
Debtors will present for the Court's approval one or more bids for
the assets.

The deadline to submit offers is on Feb. 11, 2019, at 11:59 p.m.
(prevailing Eastern Time), and, if the Debtors receive one or more
qualified bid, the offices of Millbank, Tweed, Hadley & McCloy LLP
will hold an auction on Feb. 25, 2019, at 10:00 a.m., at 55 Hudson
Yards, New York, New York 10001.  Objections to the sale, if any,
are due no later than 5:00 p.m. (prevailing Eastern Time) on Feb.
15, 2019.

                       About Gymboree Group

San Francisco-based Gymboree Group -- https://www.gymboree.com --
owns a portfolio of three children's clothing and accessories
brands -- Gymboree, Janie and Jack and Crazy 8 -- each offering a
different product line with a distinct brand identity and targeted
product offering.  Since its start in 1976, Gymboree Group has
grown from offering mom-and-baby classes in the San Francisco Bay
Area to currently operating over 900 retail stores in the United
States and Canada, along with franchises around the world.

Gymboree Group, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
19-30258) on Jan. 17, 2019.  At the time of the filing, Gymboree
Group had estimated assets of $100 million to $500 million and
liabilities of $50 million to $100 million.

The cases have been assigned to Judge Keith L. Phillips.

The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP as general
bankruptcy counsel; Kutak Rock LLP as local counsel; Stifel,
Nicolaus & Company, Incorporated and Berkeley Research Group, LLC
as financial advisors; Hilco Real Estate, LLC as real estate
Consultant; and Prime Clerk LLC as real estate consultant.

John Fitzgerald, acting U.S trustee for Region 4, on Jan. 23, 2019,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Gymboree Group, Inc.
and its affiliates.


H. BURKHART: Court Rejects Plan Outline, Dismisses Chapter 11 Case
------------------------------------------------------------------
For reasons stated at the hearing held on Jan. 17, Bankruptcy Judge
Thomas P. Agresti issued an order denying approval of H. Burkhart
and Associates, Inc.'s amended disclosure statement describing its
amended plan dated Dec. 28, 2018.

The Troubled Company Reporter previously reported that Class 5
unsecured creditors will only receive 26% dividend instead of the
100% provided in the initial plan.  A copy of the Latest Disclosure
Statement is available at https://is.gd/a4wjq5 from
Pacermonitor.com at no charge.

On Jan. 18, Judge Agresti ordered that the Debtor's case, effective
Feb. 1, is converted to a case under Chapter 7 of the Bankruptcy
Code.  On Jan. 23, Judge Agresti, at the behest of the Debtor,
issued another order dismissing the Debtor's bankruptcy case and
reinstated creditor collection remedies pursuant to Section 349 of
the Bankruptcy Code.

The Debtor has been unable to sell the real estate at a price
sufficient to overcome the
objections of the secured creditor, Community First Bank.  As a
result, Debtor is unable to file a feasible plan of reorganization
and asked the Court to have the bankruptcy case dismissed.

Section 1208(b) of the United States Bankruptcy Code provides that
"[o]n request of the debtor at any time, if the case has not been
converted under section 706 or 1112 of this title, the court shall
dismiss a case under this chapter."

The Debtor pointed out that its bankruptcy case has not been
converted under section 706 or 1112 of the United States Bankruptcy
Code.  While the Court has entered an order converting the case to
chapter 7, that order is held in abeyance until February 4, 2019 at
the request of the Debtor in anticipation of this motion to
dismiss, the Debtor said.

             About H. Burkhart and Associates

H. Burkhart and Associates, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on
Aug. 3, 2016.  The petition was signed by Henry F. Burkhart, III,
owner.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.  The Debtor is represented by
Brian C. Thompson, Esq., at Thompson Law Group, P.C.


HARBOR FREIGHT: Bank Debt Trades at 2% Off
------------------------------------------
Participations in a syndicated loan under which Harbor Freight
Tools is a borrower traded in the secondary market at 97.88
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 4.08 percentage points from the
previous week. Harbor Freight pays 250 basis points above LIBOR to
borrow under the $2.160 billion facility. The bank loan matures on
August 19, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's
gave a 'BB-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


HENDRIKUS TON: Alkires Buying Buras Property for $20K
-----------------------------------------------------
Hendrikus Edward Ton asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana to authorize the sale of the real property
located at 33411 Highway 11, Buras, Louisiana to Andrew Alkire and
Wendy Alkire for $20,000, pursuant to their Purchase Agreement
dated Jan. 7, 2019.

As of the Petition Date, the Debtor held title to the Property
which had been acquired by him in 1995.  The Property had
previously been improved, but those improvements were demolished as
a result of Hurricane Katrina in 2005.  The Property generates no
income for the estate of the Debtor and is a burden to the estate
insofar as the Debtor is obligated to pay property taxes for and
maintain insurance on the Property.

Upon information and belief, the Property is not encumbered by any
mortgage or lien in favor of any lender or other third party.
However, the Property is former community immovable property and
the divorced spouse of the Debtor, Lynda Ton, has asserted that she
is the owner of an undivided one-half interest in all such former
community property.  The issue of the partition of the former
community property between the Debtor and Lynda Ton is the subject
matter of Adversary Proceeding No. 18-01129 pending before the
Court.

Pursuant to the Order of the Court entered on Oct. 2, 2018, the
Debtor employed a Realtor pursuant to a marketing agreement to act
as realtors to market the Property for sale.  The Marketing
Agreement was executed by the Debtor and Lynda Ton and provides for
the listing and marketing of the Property by the Realtor and for
the payment of a 6% commission to the Realtor upon the closing of a
sale of the Property.

On Jan. 7, 2019, the Debtor received the Purchase Agreement from
the Purchasers which proposed the purchase of the Property for
$20,000.  Subject to the Court's approval, the Debtor accepted and
executed the Purchase Agreement on Jan. 16, 2019.  Lynda Ton also
accepted and executed the Purchase Agreement on Jan. 16, 2019.

To facilitate the sale of the Property and in compliance with the
terms of the Purchase Agreement, the Debtor requires authorization
to sell the Property free and clear of any and all liens, claims,
encumbrances, or interests, with any such liens, claims,
encumbrances, or interests to attach to the net proceeds of the
sale.

The Debtor asks that the Court grants authority to pay the
Commission from the proceeds of the proposed sale of the Property.


Upon the closing of the sale, the net proceeds of the sale, after
payment of customary closing costs and fees, all taxes due, and the
Commission, will be distributed to the counsel for the Debtor to be
held in trust pending entry of a further order of the Court.

Finally, the Debtor asks that the Court directs that the order
approving the Motion will not be automatically stayed for 14 days.


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

   http://bankrupt.com/misc/Hendrikus_Ton_160_Sales.pdf

Counsel for Debtor:

         Stewart F. Peck, Esq.
         Christopher T. Caplinger, Esq.
         LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
         601 Poydras Street, Suite 2775
         New Orleans, LA 70130
         Telephone: (504) 568-1990
         Facsimile: (504) 310-9195
         E-mail: speck@lawla.com
                 ccaplinger@lawla.com

Hendrikus Edward Ton sought Chapter 11 protection (Bankr. E.D. La.
Case No. 18-11101) on April 27, 2018.  The Debtor estimated assets
in the range of $500,001 to $1 million and $1 million to $10
million in debt.  The Debtor tapped Stewart F. Peck, Esq., at
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel.



HH & JR: Amended Disclosures OK'd; Feb. 28 Plan Hearing Set
-----------------------------------------------------------
Bankruptcy Judge Erik P. Kimball approved HH & JR, INC. d/b/a One
Stop's amended disclosure statement in connection with its amended
chapter 11 plan.

The last day for filing written acceptances or rejections of the
Plan is Feb. 21, 2019.

The hearing on confirmation of the Plan has been set for Feb. 28,
2019 at 2:00 p.m at the United States Bankruptcy Court Courtroom B,
8th Floor 1515 North Flagler Drive West Palm Beach, Florida 3340.

The last day for filing and serving objections to confirmation of
the Plan is Feb. 25, 2018.

                     About HH & JR, INC.

Headquartered in Lake Worth, Florida, HH & JR Inc., doing business
as One Stop, previously filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-19473) on July 27, 2017.

HH & JR Inc. again filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 18-23132) on Oct. 23, 2018, disclosing under $1
million in both assets and liabilities.

Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as
bankruptcy counsel to the Debtor.


HOTELS OF STAFFORD: Plan Confirmation Hearing Set for Feb. 25
-------------------------------------------------------------
Bankruptcy Judge James M. Carr issued an order stating that Hotels
of Stafford, LLP's plan provides adequate information and that a
separate disclosure statement is not necessary.

A hearing to consider confirmation of the plan and any objection or
modification to the plan will be held on Feb. 25, 2019 at 11:00 AM
EST at Rm. 325 U.S. Courthouse 46 E. Ohio St. Indianapolis, IN
46204.

Any objection to the confirmation of the plan must be filed and
served on or before Feb. 20, 2019.

Any ballot accepting or rejecting the plan must be delivered on or
before Feb. 11, 2019.

              About Hotels of Stafford LLP

Hotels of Stafford, LLP, a single asset real estate (as defined in
11 U.S.C. Section 101(51B)), is the fee simple owner of an
undeveloped parcel of real estate located in Sugar Land, Texas,
having an expert valuation of $1.2 million.

Hotels of Stafford sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-02329) on April 2,
2018.  In the petition signed by Sanjay Patel, manager, the Debtor
disclosed $1.20 million in assets and $1.44 million in liabilities.
Judge James M. Carr presides over the case.  The Debtor tapped KC
Cohen, Lawyer, PC as its legal counsel.


HOUSTON TRANSPORTATION: Wants to Incur $175,000 Loan, Use Cash
--------------------------------------------------------------
Houston Transportation Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to (i) continue
to use cash collateral of Independent Bank; and (ii) borrow the
funds in an aggregate principal amount of up to $175,000.

In order to continue limited operations, HTS will require the use
of cash collateral of Independent Bank, as well as the injection of
new cash. The Members of Houston Transportation Services, LLC have
agreed to fund the needed new cash through a debtor-in-possession
loan to HTS. The loan will be unsecured and carry a nominal
interest rate of 2.49%.

HTS has 3 secured loans with Independent Bank. The loans are as
follows:

     (1) Acquisition loan (No. 4448475010) - Balance is
$536,102.07. All payments are current and the loan has not matured.
This loan is secured by all of the assets of HTS.

     (2) Vehicle Line of Credit (No. 749257) - Balance is $194,374.
All payments are current. The loan matured on Dec. 31, 2018
(Independent Bank accepted Jan. 1, 2019 payment). The lender is not
renewing the loan. This loan is secured by all of the assets of
HTS, but specifically the vehicles purchased by HTS by using the
line of credit (the bank has liens on all vehicles titles).

     (3) Operating Line of Credit (749338) - Balance is $808,000.
All payments are current. The loan matured on Dec. 31, 2018
(Independent Bank accepted Jan. 1, 2019 payment). The lender is not
renewing the loan. This loan is secured by all of the assets of
HTS.

HTS has requested the use of cash collateral from Independent Bank
and believes that the bank will agree to the Debtor's limited use
of its cash collateral.

HTS intends to provide adequate protection, to the extent of any
diminution in value, to Independent Bank for the use of the Cash
Collateral by providing Independent Bank post-petition replacement
liens in all post-petition personal property, including cash
generated or received by HTS subsequent to the Petition Date to the
extent that Independent Bank had valid, perfected prepetition liens
and security interests in such similar collateral as of the
Petition Date.

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

           http://bankrupt.com/misc/txsb19-30271-2.pdf

              About Houston Transportation Services

Houston Transportation Services, LLC, is privately held company in
Houston, Texas, in the taxicab business. HTS was originally formed
in 2005 as a limited partnership and converted to a limited
liability company in 2010.  HTS was founded for the purpose of
purchasing City of Houston Taxicab Permits to be operated by a
fleet of independent contractor drivers. HTS leased property which
contained offices and a maintenance facility where the
company-owned vehicles and driver-owned vehicles could be
maintained and repaired.

Houston Transportation Services filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-30271) on Jan. 21, 2019.  In the petition
signed by Duane Kamins, manager, the Debtor estimated $1 million to
$10 million in assets and the same range of liabilities as of the
bankruptcy filing.  The case is assigned to Judge Jeffrey P.
Norman.  The Debtor's counsel is Okin Adams LLP.


HULTGREN CONSTRUCTION: To Pay Subrogation Claimants 11.353%
-----------------------------------------------------------
Hultgren Construction, LLC, filed with the U.S. Bankruptcy Court
for the District of South Dakota a disclosure statement with
respect to its chapter 11 plan dated Jan. 18, 2019.

Class 3 under the plan consists of the subrogation claims. The Plan
creates a Claimants' Fund to fund payments to Class 3 Claimants
entitled to such payments under the Plan. Class 3 Claimants' share
of the Claimants’ Fund is the only amount, if any, they will be
entitled to receive from the Hultgren Construction Parties,
Contributing Parties, and Settling Insurers. Distribution from the
Claimants' Fund does not preclude claims or recoveries by
Subrogation Claimants against Persons who are not Hultgren
Construction Parties, Contributing Parties, or Settling Insurers
for the liability of such Persons not attributable to the causal
fault or share of liability of Hultgren Construction Parties,
Contributing Parties, or Settling Insurers under the Settling
Insurer Policies. Any Person that is or was alleged to be a joint
tortfeasor with any of the Hultgren Construction Parties or
Contributing Parties in connection with the Building Collapse that
forms the basis of a Subrogation Claim will not be liable for any
Hultgren Construction Party's or Contributing Party's share of
causal liability or fault.

The Hultgren Construction Parties, the Contributing Parties, and
Settling Insurers' liability for and obligation to pay, if any,
Class 3 Claims will be released. The holder of a Class 3 Claim will
receive, in full satisfaction of such Claim: (a) a single Cash
payment of 11.353% of the Allowed amount of the Claim; (b) payment
as otherwise agreed in writing by the holder of the Allowed Claim;
or (c) payment as ordered by the Bankruptcy Court. The Hultgren
Construction Parties, the Contributing Parties, and the Settling
Insurers shall have no further liability in connection with Class 3
Claims.

After the Confirmation Date, the Debtor will establish the
Claimants’ Fund, which may be held in the Debtor’s existing
bank account and which will be held and administered in accordance
with the Plan and the Confirmation Order. The Claimants’ Fund
will include the following:

(1) Hultgren Construction Parties Contribution. Pursuant to the
Acuity Agreement and as set forth in the Plan, the Hultgren
Construction Parties shall sell the Acuity Policy, free and clear
of all claims, liens and interest, to Acuity for $2,000,000 and
shall contribute the proceeds of the sale, less the amount of the
Administrative Claims Reserve and Class 2 Claims, to the Claimants'
Fund.

(2) Property Owners Contributing Parties Contribution. Cincinnati,
on behalf of the Property Owners Contributing Parties, will pay
$1,150,000.

(3) Developer Contributing Parties Contribution. United Fire, on
behalf of the Developer Contributing Parties, will pay $1,000,000.

(4) Further Contributions of the Contributing Parties. The
contributions by the Contributing Parties will also include the
consent to disallowance of all contribution and indemnity claims
filed by such Contributing Parties in this Chapter 11 case and the
waiver of Class 7 claims.

A copy of the Disclosure Statement is available at
https://is.gd/rUBZ46 from Pacermonitor.com at no charge.

               About Hultgren Construction LLC

Hultgren Construction LLC is a construction company based in Sioux
Falls, South Dakota.

Hultgren Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.D. Case No. 18-40329) on July 18,
2018.  In the petition signed by Melissa Bailey, consultant
bookkeeper, the Debtor disclosed $3,699 in assets and $4,919,517 in
liabilities.

Judge Charles L. Nail, Jr. presides over the case.  The Debtor is
represented by Stinson Leonard Street LLP.


HUSDON ES LLC: March 7 Hearing on First Franklin Settlement Set
---------------------------------------------------------------
According to a judicial instruction proceeding that was filed on
Oct. 18, 2019, in the Supreme Court of the State of New York in New
York concerning a proposed settlement agreement, certain
certificate holders have requested that a trustee accept a proposed
settlement agreement, and Hudson ES LLC objects to the settlement.

As a result, Hudson ES commenced a judicial instruction proceeding
by filing a petition in the Court pursuant to Article 77 of the
N.Y. CPLR seeking, among other things, instructions determining a
hearing date, and instructing the trustee to reject the settlement.
The proceeding is caption In the Matter of the application of
Hudson ES LLC, petitioner, against Deutsche Bank National Trust
Company, solely in its capacity as Trustee of the First Franklin
Mortgage Loan Trust 2006-FF11.

On Dec. 21, 2018, at the request of the Trustee, the Court issued
an order which, among other things, orders that no interested
person will be heard and nothing submitted by an interested person
will be considered by the Court unless such interested person files
and serves an answer to the petition, setting forth the interested
person's notice of the intention to appear, along with a statement
of such interested person's objection or other position as to any
matters before the Court, and the ground therefor, as well as any
supporting documents, on or before Feb. 22, 2019.

A hearing in this matter is scheduled for March 7, 2019, at 10:00
a.m. at 60 Centre Street, Room 248, New York, New York 10007.

The petition and order, and any other papers filed in the Article
77 proceeding are available through the Court's websites at
http://iapps.courts.state.ny.us./iscroll/


IAN-K LLC: New Plan to Pay Unsecureds from Excess Cash Flow
-----------------------------------------------------------
Ian-K, LLC, J. Tina Keyhani DDS-Oral & Maxillofacial Surgery, P.C.
(DDS) and Jaleh Tina Keyhani filed a first amended disclosure
statement in support of their proposed chapter 11 plan.

Class 1-M under the plan consists of the Allowed Unsecured Claims
of Creditors of Ian-K. Class 1- M Creditors may elect (at their
sole option) to be treated in accordance with Class l-L or they
will be treated in accordance with Class 1-M. Class 1-M Creditors
will be paid a pro-rata share from Ian-K's Excess Cash Flow, on a
semi-annual basis (with payments to be sent out for the prior half
year by Feb. 15 and August 15), after all senior Allowed Claims
(including Class 1-L) have been paid in accordance with the terms
of the Plan, until the Allowed Unsecured Claims (including the
Class 1-L Creditors) have been paid in total the value of Ian-K's
liquidation equity ($17,120.02) as calculated in lan-K's Disclosure
Statement.

Class 2-L consists of the Allowed Unsecured Claims of Creditors of
DDS. Class 2-L Creditors may elect (at their sole option) to be
treated in accordance with Class 2-K or they will be treated in
accordance with Class 2-L. Class 2-L Creditors shall be paid a
pro-rata share from DDS' Excess Cash Flow, on a semi-annual basis
(with payments to be sent out for the prior half-year by Feb. 15
and August 15), after all senior Allowed Claims (including Class
2-K) have been paid in accordance with the terms of the Plan, until
the Allowed Unsecured Claims (including the Class 2-K Creditors)
have been paid in total the value of DDS' liquidation equity
($10,000) as calculated in DDS' Disclosure Statement.

Ian-K has operated profitably while in bankruptcy, to a large
extent due to the extensive efforts of Keyhani. DDS pays the rent
and cam charges to Ian-K that are lan-K's income. Ian-K will
continue to generate sufficient revenues to service its operating
expenses and to pay the debt service called for under the Plan.
Ian-K's projections show its revenues and expenses on a similar
format as Ian-K has used for its monthly budgets that have been
filed with the Court. These projections show lanK's operating
profit which is then used to pay its secured creditors, and then
show the funds available for distribution to administrative,
priority, and ultimately unsecured creditors. The administrative
convenience and priority creditors are paid first and are
anticipated to be paid within five years, then the general
unsecured creditors are anticipated to be paid within five years.
As those projections demonstrate, Ian-K will be able to continue to
operate profitably, and will generate sufficient income to be able
to service the debt as is necessary under the Plan.

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

                  About Ian-K and DDS-Oral

Ian-K, LLC, was formed for the purpose of owning certain commercial
real properties located at 3150 N. 7th St., Suite 100, Phoenix,
Maricopa County, Arizona, and 3100 N. Robert Road, Prescott Valley,
Yavapu County, Arizona.  Ian-K has no employees.  J. Tina Keyhani
DDS-Oral & Maxillofacial Surgery, P.C., was formed on Oct. 15, 2001
for the purpose of providing dental services, specializing in oral
and maxillofacial surgery.  DDS-Oral has 2 full time employees and
1 part-time employee (not including Keyhani).

Ian-K and DDS-Oral filed voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-00002 and
18-00003) on Jan. 2, 2018.  

Ian-K is operated by J. Tina Keyhani. Keyhani holds 100% membership
interest and is the manager of Ian-K. DDS-Oral is owned and
operated by Keyhani. Keyhani is the sole shareholder and president
of DDS-Oral.  Because Ian-K and DDS-Oral are owned, operated and
managed by Keyhani, the Debtors filed a motion to have the cases
jointly administered.

The Debtors are represented by D. Lamar Hawkins, Esq., at Aiken
Schenk Hawkins & Ricciardi, P.C.


ICONIX BRAND: Names John McClain as CFO
---------------------------------------
John T. McClain has been appointed chief financial officer of
Iconix Brand Group, Inc., effective Feb. 11, 2019.  Mr. McClain has
a strong background in financial leadership positions for global
brands.  He will report to Robert Galvin, chief executive officer,
president and a member of the board of directors at Iconix Brand
Group, Inc.

"John is a transformational CFO with an impressive background in
financing and restructuring and I'm thrilled to have him join my
team at Iconix Brand Group, Inc.," said Mr. Galvin.  "I have known
John for more than a decade and he is a true professional who will
be an asset to Iconix," added Mr. Galvin.

From 2007 until its sale to Sycamore Partners in 2014, Mr. McClain
was CFO at Jones Apparel Group, a $4 billion leading global
designer, marketer and wholesaler of over 25 brands with product
expertise in apparel, footwear, jeanswear, jewelry and handbags. He
has also held senior finance roles at Lindblad Expedition Holdings,
Inc., Avis Budget Group, Inc., formerly Cendant Corporation, Sirius
Satellite Radio Inc. and ITT Corporation.  Mr. McClain is currently
a member of the board of directors for Lands' End, Inc. and
Seritage Growth Properties, and is a graduate of Lehigh University
with a B.S. in accounting.

                     Inducement Equity Grants

As an inducement to accept his appointment with Iconix, and in lieu
of Mr. McClain's eligibility to participate in Iconix's 2019
long-term incentive plan or any similar incentive plan effected in
2019 by Iconix., Mr. McClain will be granted a number of restricted
stock units equal to the number of Iconix's common shares with a
value on the date of grant of $262,500, and a number of performance
stock units equal to the number of Iconix's common shares with a
value on the date of grant of $262,500.

One-third of the RSUs are vested on the date of grant, with the
remaining two-thirds of the RSUs to vest on Feb. 11, 2020, subject
to Mr. McClain's continued employment with Iconix through the
vesting date; provided that, if Mr. McClain's employment terminates
for any reason before such vesting date, then all of the RSUs
(whether or not then vested) will be forfeited immediately for no
consideration; provided that in the event of a termination by
Iconix without cause and unrelated to Iconix's or the Mr. McClain's
performance, all unvested RSUs shall vest on the first anniversary
of the grant date.  Any vested RSUs will be distributed to Mr.
McClain in shares of Iconix's common stock within 15 days after the
applicable vesting date.  Mr. McClain has a right to receive
dividend equivalents in respect of the RSUs, which will be subject
to the same vesting and other restrictions applicable to the
underlying RSUs.

The PSUs are eligible to vest at the end of a three-year
performance period ending on Dec. 31, 2021, based on the same
financial performance metric to be determined by the Compensation
Committee of Iconix's Board of Directors, in its sole discretion,
pursuant to Iconix's 2019 long term incentive plan applicable to
Iconix's other senior executives; provided that, if Mr. McClain's
employment is terminated by Iconix without "cause" (and not due to
his death or disability) or by him for "good reason" (each such
term as defined in his employment agreement with Iconix), then he
will remain eligible to earn a pro rata number of the PSUs, based
on the percentage of the Performance Period during which he was
employed by Iconix, provided that the applicable performance metric
is achieved on the termination date as if the termination date had
been the last day of the Performance Period.  The pro rata number
of PSUs that would be earned by Mr. McClain in accordance with the
prior sentence will become vested at the end of the performance
period, subject to Mr. McClain's continued compliance with certain
restrictive covenants.
  
In the event of a change in control of Iconix occurring prior to
the last day of the performance period, any outstanding and
unvested PSUs will be converted to a number of restricted stock
units equal to the number of PSUs that would have vested on the
date of such change in control based on the applicable financial
metric if such change in control had been the last day of the
performance period, and any such restricted stock units will vest
on the last day of the performance period, subject to Mr. McClain's
continued employment with Iconix and his continued compliance with
certain restrictive covenants; provided that, if the PSU award is
not assumed, substituted or otherwise continued in a change in
control, then such restricted stock units will vest immediately
upon such change in control; provided, further, that, if Mr.
McClain's employment is terminated by Iconix without cause (and not
due to his death or disability) or by him for good reason, in any
case, within 24 months after a change in control of Iconix, then
any outstanding restricted stock units into which the PSUs have
converted will vest immediately on the termination date (subject to
Mr. McClain's continued compliance with certain restrictive
covenants).  Any PSUs that remain unvested as of the last day of
the performance period will be forfeited immediately for no
consideration.  Any vested PSUs will generally be distributed to
Mr. McClain promptly after the end of the performance period (or,
if applicable, the date of termination of his employment).  Mr.
McClain has a right to receive dividend equivalents in respect of
the PSUs, which will be subject to the same vesting and other
restrictions that apply to the underlying PSUs.

The RSUs and PSUs are being granted as a material inducement to Mr.
McClain entering into employment with Iconix in accordance with
NASDAQ Listing Rule 5635(c)(4), and are subject to the terms and
conditions of the applicable award agreements.

                       About Iconix Brand

Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments.  The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions.  Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY brands.  The Company licenses its brands to a network of
retailers and manufacturers.

Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016, and a net loss attributable to the Company
of $186.5 million in 2015.  As of Sept. 30, 2018, the Company had
$711.3 million in total assets, $751.6 million in total
liabilities, $34.64 million in redeemable non-controlling interest,
and a total stockholders' deficit of $74.90 million.

The Company stated in its 2017 Annual Report that due to certain
developments, including the decision by Target Corporation not to
renew the existing Mossimo license agreement following its
expiration in October 2018 and by Walmart, Inc., not to renew the
existing Danskin Now license agreement following its expiration in
January 2019, and the Company's revised forecasted future earnings,
the Company forecasted that it would unlikely be in compliance with
certain of its financial debt covenants in 2018 and that it may
otherwise face possible liquidity challenges in 2018.  The Company
said these factors raised substantial doubt about its ability to
continue as a going concern.  The Company's ability to continue as
a going concern is dependent on its ability to raise additional
capital and implement its business plan.


ISRS REALTY: Has Authority to Use East West Bank Cash Collateral
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized ISRS Realty and IRS Realty
to use the cash collateral in the ordinary course of the Debtors'
business operations.

The Debtors are authorized to use cash collateral subject to the
terms of the Final Order, which collectively constitute adequate
protection for that use, in an aggregate amount up to but not in
excess of the actual anticipated cash needs of the Debtors during
the Cash Collateral Period, which amount will not exceed by more
than 5% the amount set forth in the budget for such Cash Collateral
Period, absent the written consent of the Secured Creditor or
otherwise by Order of the Court.

At the hearing held on the Debtor's Cash Collateral Motion, East
West Bank, which appears to be the only creditor with an interest
in or lien on the Debtors' cash collateral, consented to the
Debtors' use of cash collateral.

ISRS entered into a U.S. Small Business Administration Note with
East West Bank pursuant to which the Bank extended credit to ISRS
in the amount of $1,345,000 at a variable interest rate based on
the prime rate plus 2.25%. East West Bank asserts that there is not
less than $1,244,598 outstanding on the Note. ISRS granted East
West Bank a lien and security interest in ISRS' real and personal
property described in such agreements.

IRS entered into a U.S. Small Business Administration Note with
East West Bank pursuant to which the Bank extended credit to IRS in
the amount of $1,800,000 at a variable interest rate based on the
prime rate plus 2.25%. East West Bank asserts that there is not
less than $1,681,119 outstanding on the Note. IRS granted East West
Bank a lien and security interest in IRS' real and personal
property described in such agreements.

East West Bank is granted a replacement lien in its cash
collateral, to the extent that its liens on the Pre-Petition
Collateral, inclusive of the cash collateral were valid, perfected
and enforceable as of the Filing Date, in the continuing order of
priority as existed on that date without determination herein as to
the nature, extent and validity thereof, and solely to the extent
Collateral Diminution occurs during the Chapter 11 cases, subject
to:

      (a) the claims of Chapter 11 professionals duly retained and
to the extent awarded pursuant to Sections 330 or 331 of the
Bankruptcy Code up to $20,000;

      (b) U.S. Trustee fees pursuant to 28 U.S.C. Section 1930 and
31 U.S.C. Section 3717; and

      (c) the payment of any claim of any subsequently appointed
Chapter 7 Trustee to the extent of $10,000.

The security interests and liens granted in the Final Order (a) are
and will be in addition to all security interests, liens and rights
of set-off existing in favor of East West Bank on the Filing Date;
(b) will secure the payment of indebtedness to East West Bank in an
amount equal to the aggregate Collateral Diminution resulting from
the Cash Collateral used or consumed by the Debtors; and (c) will
be deemed to be perfected without the necessity of any further
action by East West Bank, or the Debtors.

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

              http://bankrupt.com/misc/nysb18-23867-18.pdf

                         About ISRS Realty

ISRS Realty and IRS Realty are single asset real estate debtors (as
defined in 11 U.S.C. Section 101(51B)).

ISRS Realty and IRS Realty each filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 18-23867 and 18-23868, respectively) on Dec. 5, 2018.  In
the petitions signed by Dr. Rajeev Sindhwani, managing member, the
Debtors each estimated $1 million to $10 million in both assets and
liabilities.

Julie Cvek Curley, Esq. and Erica R. Aisner, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtors'
counsel.


JAMIE ONE: 2nd Amended Disclosures OK; Feb. 21 Plan Hearing
-----------------------------------------------------------
Bankruptcy Judge Jean K. FitzSimon approved Jamie One, LLC, d/b/a
Early Learning Children's Academy's second amended disclosure
statement referring to its small business plan dated Jan. 10,
2018.

Feb. 13, 2019 is fixed as the last day for filing written
acceptances or rejections of the Plan

Feb. 19, 2019 is fixed as the last day for filing and serving
written objections to the confirmation of the Plan.

A hearing will be held on Feb. 21, 2019 at 9:30 a.m. for
confirmation of the Plan before the Honorable Jean K. FitzSimon,
United States Bankruptcy Court, Eastern District of Pennsylvania,
900 Market Street, 2nd Floor, Philadelphia, PA 19107, Courtroom No.
3.

          About Early Learning Children's Academy

Early Learning Children's Academy is in the childcare center and
kindergarten business.  Its centers are located in Bensalem,
Buckingham, Fort Washington Rising Sun and Springfield.

Jamie One, LLC, doing business as Early Learning Children's
Academy, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Penn. Case No. 18-17075) on Oct.
25, 2018.  In the petition signed by John D. Hertzberg, member, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.

The case is assigned to Judge Jean K. FitzSimon.

Harry J. Giacometti, Esq. at Flaster/Greenberg, P.C., is the
Debtor's counsel.


JAMIE ONE: Fulton Bank Declares Default Under 6613 Rising Sun Loan
------------------------------------------------------------------
Jamie One, LLC, d/b/a Early Learning Children's Academy, filed a
second amended disclosure statement disclosing that on or about
June 29, 2017, Fulton Bank extended a loan to 6613 Rising Sun
Avenue, LLC, in the original principal amount of $830,000.  As
security for the loan, 6613 Rising Sun Avenue, LLC, granted to
Fulton Bank a mortgage on the property located at 6613 Rising Sun
Avenue, Philadelphia, PA.  As further security for its obligations,
Fulton Bank obtained the unlimited guaranties of the Debtor, Jamie
Two, LLC, Jamie Three, LLC, and John Hertzberg.  On or about
October 19, 2018, Fulton Bank notified the obligors, including the
Debtor, of the existence of a default under the loan documents, and
demanded immediate payment thereof.

Class # 3 - General Unsecured Class, totaling approximately
$1,500,000, are impaired and will be paid quarterly payments of
$5,000.00, paid on a pro rata basis, beginning at the end of the
first full quarter following the Effective Date, with no interest,
for a period of 5 years. Estimated percent of claims paid is 6% but
is dependent upon the total of Class 3 Claims filed and allowed.

Equity interest holders are parties who hold an ownership interest
(i. e., equity interest) in the Debtor. In a corporation, entities
holding preferred or common stock are equity interest holders. In a
partnership, equity interest holders include both general and
limited partners. In a limited liability company ("LLC"), the
equity interest holders are the members. Finally, with respect to
an individual who is a debtor, the Debtor is the equity interest
holder. In the present case, John D. Hertzberg is the sole member
of the Debtor. In addition, the Debtor’s books and records
reflect a loan payable to John Hertzberg in the amount of $33,000.
In addition, Mr. Hertzberg has guaranteed the debtor’s
obligations to Eric L. Garber, Michael Zousmer, Pinnacle Fund, LLC
and Fulton Bank, all Class 3 Claimants.

Payments and distributions under the Plan will be funded by the
following: (a) revenues generated by the Debtor’s operations; and
(b) proceeds from recoveries of claims that the Debtor may have
under Chapter 5 of the Code.

The hearing at which the Court will determine whether to confirm
the Plan will take place on February 21, 2019 at 9:30 a.m. in
Courtroom 3, before the Honorable Jean K. FitzSimon, at the United
States Bankruptcy Court, 900 Market Street, Philadelphia, PA
19107.

Objections  to the confirmation of the Plan must be filed with the
Court and served upon Harry J. Giacometti, Flaster/Greenberg, P.C.,
1835 Market Street, Suite 1050,, Philadelphia, PA 19103 on or
before February 19, 2019.

A full-text copy of the Second Amended Disclosure Statement dated
January 10, 2019, is available at https://tinyurl.com/yd8sm3h6 from
PacerMonitor.com at no charge.

         About Early Learning Children's Academy

Early Learning Children's Academy is in the childcare center and
kindergarten business.  Its centers are located in Bensalem,
Buckingham, Fort Washington Rising Sun and Springfield.

Jamie One, LLC, doing business as Early Learning Children's
Academy, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Penn. Case No. 18-17075) on Oct.
25, 2018.  In the petition signed by John D. Hertzberg, member, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.

The case is assigned to Judge Jean K. FitzSimon.

Harry J. Giacometti, Esq. at Flaster/Greenberg, P.C., is the
Debtor's counsel.


JOSEPH HEATH: Woods Buying Reston Property for $448K
----------------------------------------------------
Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of the real property
commonly known as 1632 Wainwright Drive, Reston, Virginia to
Brittany Wood and Michael Wood for $448,000, pursuant to the
Residential Sales Contract dated Jan. 6, 2019, with Addendums.

There is no Seller's real estate commission incurred in the
transaction, and only the Buyer's agent's commission of 2.5% or
$11,200 is due to EXP Reality, on the sale.

The property is encumbered by two liens: (i) a Deed of Trust with
Ocwen Loan Servicing with a balance of approximately $350,000, and
(ii) a tax lien held by the Internal Revenue Service in the amount
of $970,369.  The total of all liens on the property exceed the
property's value and the net proceeds which are expected to come
from the proposed sale.

The value received from the sale is appropriate.  A Comparative
Market Analysis shows an average sale price of comparable homes as
$450,000.  A draft Alta Combined Settlement Statement estimates
that after payment of the Ocwen lien and the expenses of sale, the
sum of $73,136 would be payable to the IRS, less a reserve for the
United States Trustee's Quarterly fees.

Upon information and belief, the trust holders whose claims are
impaired by the proposed sale either have or will consent to the
sale.  The sale will be free and clear of liens.

The Debtor proposes to pay the first trust in its entirety from the
sale and turning over the balance at settlement to the IRS less an
appropriate reserve for the payment of the United States
Trustee’s Quarterly Fees which will be incurred by the
transaction.

The proposed sale is in the best interest of the estate, since it
represents the greatest value to the estate and to the creditors
which may be derived from the property, and also because the sale
of this property will reduce the indebtedness owed to the IRS, the
blanket lien holder, and help to create equity in the other
property securing their claims.

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

     http://bankrupt.com/misc/Joseph_Heath_403_Sales.pdf

                     About Joseph F. Heath

Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007.  The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt.  The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.

On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended
Plan.


JOSEPH MUSUMECI: Mortgage Holders Buying Encumbered Properties
--------------------------------------------------------------
Joseph A. Musumeci asks the U.S. Bankruptcy Court for the District
of New Jersey to authorize the sale of the following real
properties: (i) located at 101 Washington Drive, Brigantine, New
Jersey to TD Bank; (ii) located at 4 Beach Cove Road, Brigantine,
New Jersey to TD Bank; (iii) located at 317 Doughty Road,
Pleasantville, New Jersey to TD Bank; (iv) located at 128 Hudson
Drive, Brigantine, New Jersey to Rose Paterson; and (v) located at
11 Glenwood Avenue, Egg Harbor, New Jersey to Rose Paterson.

Part of the Plan is the Debtor's proposal to sell certain real
properties that he owned subject to higher or better offers with
agreed upon carve cuts from the lenders holding mortgages
encumbering the properties.  In each instance, the outstanding
balances of the mortgages exceed the fair market value of the real
properties as described in the Plan.  

The proposed purchaser in each proposed sale is the holder of the
first mortgage encumbering the properties and is otherwise
unrelated to the Debtor.  The proposed sale to the mortgage holder
is in furtherance of the treatment of the mortgage holders under
the confirmed Plan.  In each instance the mortgage holder has
consented to its treatment under the Plan.

The Plan is to be implemented and in part funded by the sale of
certain real properties owned by the Debtor; and in one case by the
Debtor and his 50% partner Ralph Aversa with respect to property at
128 Hudson Drive, Brigantine, NJ. Ralph Aversa has consented to the
proposed sale and voted in favor of the Plan.

In another instance (4 Beach Cove Drive, Brigantine, NJ), title to
the property is in the name of the Debtor's deceased mother,
Antoinetta Musumeci.  The Last Will and Testament of Antoinetta
Musumeci bequeaths the property to the Debtor and his three
siblings, Robert Musumeci, Donna Schoening and Linda Spadano.
Linda Spadana is deceased.  The siblings and the Estate of Linda
Spadano have consented to the within proposed sale.  The Debtor's
brother Robert is the named executor of his mother' s estate and
the estate of his sister, Linda Spadano.  Robert consents to the
sale.

In each instance, the mortgage holders have agreed to the sales.
The mortgage holders have agreed to waive any deficiency arising
from the sale as against the bankruptcy estate, whether or not the
mortgage holders purchase the properties at the sale by credit
bidding or otherwise.

Upon information and belief, there may be outstanding real estate
taxes and municipal charges with respect to one or more of the real
properties.  All sales are subject to outstanding real estate taxes
and municipal charges.  Title to the properties will be delivered
subject to such outstanding real estate taxes and municipal charges
which will be the responsibility of the buyer.  The sale of 4 Beach
Cove Drive Brigantine is in addition being sold subject to the tax
sale certificates and tax sale foreclosures pending with respect to
4 Beach Cove Drive.  Otherwise, the sales are free and clear of
liens claims and encumbrances.

The Debtor asks entry of an order approving the sale of his real
properties as follows:

     a.  101 Washington Drive, Brigantine, New Jersey, to be sold
subject to higher and better offers to TD Bank, the holder of the
first mortgage encumbering the property in the approximate amount
of $425,638 with a carve out for the benefit of the Debtor's estate
in the amount of $6,000.  TD Bank may credit bid the allowed amount
of its secured claim in the event of competitive bidding.

     b.  4 Beach Cove, Brigantine, New Jersey, to be sold subject
to higher and better offers to TD Bank, the holder of the first
mortgage encumbering the property in the approximate amount of
$595,000 with a carve out for the benefit of the bankruptcy estate
in the amount of $6,000.  TD Bank may credit bid the allowed amount
of its secured claim in the event of competitive bidding.  This
property is encumbered as well by a tax lien held by PC4, LLC-US
Bank as custodian for PC4 First trust and by Hishtadles, LLC as
assignee of Certificates $10 - 00100 from Daxnan Wang. The sale of
the property is subject to the outstanding tax liens and pending
foreclosures held by the tax lien holders.

     c.  317 Doughty Road, Pleasantville, New Jersey, to be sold
subject to higher and better offers to TD Bank, the holder of the
first mortgage encumbering the property in the approximate amount
of $96,105 with a carve out for the benefit of the bankruptcy
estate in the amount of $3,000.  TD Bank may credit bid the allowed
amount of its secured claim in the event of competitive bidding.

     d.  128 Hudson Drive, Brigantine, New Jersey, to be sold to
Rose Paterson, the holder of the first mortgage encumbering the
property in the approximate amount of approximately $250,000
subject to higher and better offers with a carve out for the
benefit of the bankruptcy estate in the amount of $5,000.  Rose
Paterson may credit bid the amount of her allowed secured claim in
the event of competitive bidding.

     e.  11 Glenwood Avenue, Egg Harbor, New Jersey, to be sold to
Rose Paterson, the holder of the first mortgage encumbering the
property in the approximate amount of $260,000 with a carve out for
the benefit of the bankruptcy estate in the amount of $5,000.  Rose
Paterson may credit bid the amount of her allowed secured claim in
the event of competitive bidding.

The Debtor proposes that notice of the sale of the properties be
advertised once in a newspaper of local circulation in Atlantic
County at least 14 days prior to the scheduled sale date.
Interested buyers will be requested to contact David L. Bruck, the
counsel to the Debtor, no less than 5 business days prior to the
sale as scheduled.  The sale will be held in open court.

At the conclusion of the sale, the counsel to the Debtor will
announce the results of the sales and make recommendations to the
Court as to the highest and best offer.  All buyers as approved by
the Court in the Sale order must deposit no less than 20% of the
successful bid by certified or bank funds with counsel to the
Debtor within 24 hours of the entry of the Order approving the
sale.  Failure to make the required deposit or failure thereafter
to close title and tender the balance of the purchase price within
15 business days of the date of entry of the Sale Order will be
deemed a default and the deposit will be forfeited.

The mortgage holders credit bidding and who are the successful
bidders need not deposit 20% of the successful bid unless the bid
exceeds the allowed amount of the mortgage holder's secured claim,
in which event the mortgage holder will deposit with the Debtor's
counsel 20% of the amount bid which exceeds the allowed amount of
the secured claim.

The Debtor asks the Court to waive the 10-day stay under Bankruptcy
Rule 6004(h).

Joseph A. Musumeci sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-34103) on Nov. 30, 2017.  The Debtor tapped David L. Bruck,
Esq., at Greenbaum, Rowe, Smith, Et Al.

On Dec. 22, 2018, the Court confirmed the Debtor's Plan of
Reorganization, as amended.



KINGS AUTO: Independence Buying Overland Park Property for $1.36M
-----------------------------------------------------------------
Kings Auto Services, Inc., asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the Purchase and Sale Agreement
with Independence Dining Venture, LLC in connection with the sale
of the real property located at 151st and Antioch (8665 W. 151St
Street) in Overland Park, Johnson County, Kansas, together with the
personal property located thereon, for $1.36 million.

The Debtor owns two automobile service and repair facilities
located in Overland Park, Johnson County, Kansas.  One service
facility is located at 151st facility and consists of about 48,764
sf. or 1.12 acres of land and a 5,500 sq. ft. concrete block and
EIFS building with 10 garage bays.  The other service facility is
located near 95th Street and Antioch (9001 W. 95th Street) and
consists of28,532 sf or .66 acres of land and a 2,550 sq. ft. brick
and EIFS building with 5 garage bays.

The 151St facility is leased by Kings Auto Services, Inc. ("KASI")
and had been leased since 2002.  The 95th street facility is also
leased by KASI and had been leased since 1997.

In 2012 the principals of KASI (Mr. & Mrs. Timothy King, Sr. and
Elizabeth (Renee) King) formed Kings Real Estate L.C. ("KRE"),
purchased both properties, and improved the buildings with a new
roof and other renovations.  

In June of 2017, the Debtor executed a promissory note and mortgage
to Lift Line Partners, a Connecticut Limited Liability Company that
is not registered to do business in the state of Kansas.

The promissory note is best described as a 12 month note with
interest rate of 12% per annum payable as interest only in arrears,
beginning on Aug. 1, 2017, in the amount of $13,000 per month and
is secured by both the 95th Street and 151st Street locations.

KRE leased part of the parking lot at 151st street to Car Gallery,
Inc., a Kansas Corporation, (registered and in good standing).  The
rent due to KRE from Car Gallery and KASI are $3,750 (Car Gallery),
$7,130 (KASI - 151st Street) and $5,100 (KASI - 95th Street), for a
total of $15,980.

On April 29, 2018, the Kansas Department of Revenue ("KDOR") seized
all of KASI's personal property and improperly changed the locks on
both service facilities and locked KRE & KASI out of the two
premises.  KDOR's actions caused a sudden and unexpected cessation
in KASI's business operations which impaired its ability to pay
rent to KRE.  Without any rental income from KASI, KRE was not able
to satisfy its promissory note obligations as scheduled.

The Debtor has diligently marketed its property and been taking
steps to reorganize its debt and has obtained a PSA for its
facility located at 151st in the amount of $1.36 million.  Said
sale is contingent only as to a reasonable due diligence inspection
on behalf
of buyer, approval by the Court of the sale of the real property
owned by KRE in case number 18—22054, approval of the sale of the
personal property owned by KASI in case number 18-21136, a 3% sales
commission, customary tax prorations, costs of closing, reasonable
attorney fees, and valid liens of record. The sale is scheduled to
close in 45 days from Dec. 10, 2018.

The purchase price, per the PSA, allocates $1.2 million to KRE for
the real property and $160,000 to KASI for the personal property.
The Motion To Approve Partial Sale Of Personal Property only
pertains to the personal property located at the 151st St.
location.  A separate Amended Motion To Approve Partial Sale Of
Real Property located at the 151st St. location will be filed
contemporaneously with the Amended Motion, in case number
18-22054.

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

    http://bankrupt.com/misc/Kings_Auto_77_Sales.pdf

The Purchaser:

          INDEPENDENCE DINING VENTURE, LLC
          400 North Ervay St., Suite 500
          Dallas, TX 75201
          Attn: Michael Peil

                   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.



LANDSOURCE COMMUNITIES: LC Brief Opposing CACC Appeal Due March 15
------------------------------------------------------------------
District Judge Colm F. Connoly accepts the recommendation of Chief
Magistrate Judge Mary Pat Thynge that the case captioned CITIZENS
AGAINST CORPORATE CRIME, LLC, Appellant, v. LENNAR CORPORATION,
Appellee, Civ. No. 18-1793-CFC (D. Del.) be withdrawn from the
mandatory referral for mediation and proceed through the appellate
process of the court.

Briefing on the bankruptcy appeal will proceed in accordance with
the following schedule:

- Appellee's brief in opposition to the appeal is due on or before
March 15, 2019.

- Appellant's reply brief is due on or before April 15, 2019.

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

Citizens Against Corporate Crime, LLC, Appellant, represented by
Stamatios Stamoulis, Stamoulis & Weinblatt LLC.

Lennar Corporation, Appellee, represented by David B. Stratton --
strattond@pepperlaw.com -- Pepper Hamilton LLP.

                About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, was involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy
protection before the U.S. Bankruptcy Court for the District of
Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors were represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. was the financial advisor, and Kurtzmann Carson Consultants
served as notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.


LIFEMILES LTD: Moody's Alters Outlook on Ba2 CFR to Stable
----------------------------------------------------------
Moody's Investors Service changed LifeMiles LTD's ratings outlook
to stable from negative. At the same time, Moody's affirmed
LifeMiles' Ba2 senior secured and corporate family ratings.

LifeMiles has an outstanding five year $348 million senior secured
term loan, which is now being upsized by an additional $75 million
add-on. The term loan is secured by a first priority interest in
all tangible and intangible assets of LifeMiles and the guarantors.
Furthermore, it is jointly guaranteed by LifeMiles and each of its
existing and newly acquired or created wholly-owned subsidiaries.
The term loan amortizes 10% of its original balance on quarterly
installments. In addition, the loan agreement includes a mandatory
prepayment clause that commits a percentage of the company's free
cash flow to the payment of principal.

The company will use the proceeds of the $75 million add-on to
upstream dividends to its shareholders Avianca Holdings, S.A.
(Avianca, unrated) and Advent Intl. (unrated), which have a stake
in LifeMiles of 70% and 30%, respectively.

LIST OF AFFECTED RATINGS

  -- Issuer: LifeMiles LTD.

Affirmations

  -- Senior Secured Bank Credit Facility: Affirmed Ba2

  -- Corporate Family Rating: Affirmed Ba2

Outlook actions:

  -- Outlook changed to stable from negative

RATINGS RATIONALE

The change in the company's outlook to stable from negative
reflects the reinstatement in the term loan structure of the ring
fencing mechanisms that prioritize debt repayment and had been
lifted in 2018. Starting in 2019, the prepayment provision returned
to effect, with a certain percentage of excess cash flows directed
to make prepayments to the loan. Moody's considers that the
mandatory use of a portion of excess cash flow, depending on the
company's leverage, for debt repayment is a key credit
consideration for LifeMiles, as it reduces the risks of aggressive
cash distributions to shareholders. Moreover, the recent
improvement in the operational and financial condition of Avianca
further mitigates the risk of excessive cash distributions for
LifeMiles.

LifeMiles' Ba2 ratings consider its strong credit metrics and good
liquidity profile. While the company's leverage (Moody's adj.
debt/EBITDA) will modestly increase following the add-on, Moody's
expects that it will return to below 3x by year-end 2019 and
further decline thereafter. The rating also incorporates LifeMiles'
strong business model being the sole operator of Avianca's frequent
flyer program, its diversified and sticky base of commercial
partners and co-brand credit card growth. Also reflected in the
rating are the potential benefits to the company's growth plan from
improved economic dynamics in its largest markets. On the other
hand, LifeMiles' ratings incorporate the risk of additional up
streaming of cash flows to shareholders, either in the form of
dividends or anticipated purchases of airline tickets.

The rating of the term loan takes into consideration its secured
position within the capital structure of the company. The corporate
family rating is at the same level as the senior secured rating
given that it is the only debt in the company's capital structure.

Even though LifeMiles' leverage will increase with the add-on,
reaching a pro-forma level of 3.2 times as of September 30, 2018,
Moody's estimates that, absent additional borrowings, leverage will
decline back to 2.8 times by year-end 2019 and below 2.0 times by
year-end 2020. Similarly, interest coverage (adj. EBITDA/Interest
expense) will be at 4.9 times in 2019 and improve to over 6.0 times
in 2020.

LifeMiles' largest contributors to gross billings are its financial
partners, which include credit card cobrands (47%) and airlines
(32%), being Avianca its largest customer, responsible for
approximately 27% of gross billings. Around 80% of accrued miles
are redeemed, with 93% being redeemed into air tickets. The 7%
balance is redeemed into hotel nights, merchandise and other
rewards. LifeMiles benefit from Avianca's leading market position
in Colombia and Central America.

LifeMiles has over 8.6 million members, more than 75 mileage
agreements with financial institutions, and more than 666,000
co-branded credit cards. The number of members has grown steadily
at a 9.3% CAGR in the last five years and the company estimates it
will grow at 7%-8% per year in 2018-2021.

LifeMiles' largest market is Colombia where it generates 52% of its
gross billings. It also operates in Peru, Costa Rica, El Salvador,
Honduras, Guatemala, and the US; each of which contributes with
less than 10% to gross billings. Moody's forecasts the Colombian
economy will grow by 2.6% in 2018 and 3.0% in 2019. Similarly,
Moody's estimates that, in Colombia, private consumption will grow
at a 3.2% CAGR and retail sales will grow at a CAGR of 3.4% in
2018-2022.

The ratings could be upgraded if the company materially increases
its size while maintaining strong credit metrics, with adjusted
debt/EBITDA lower than 2.0x. An upgrade would also require strong
ring-fencing provisions that limit cash upstream to shareholders,
as well as the maintenance of adequate liquidity and profitability

The ratings could be downgraded if the company's profitability or
credit metrics worsen, with adjusted debt/EBITDA remaining above
3.0x. A deterioration in the company's liquidity or profitability,
or a change in the company's financial policy leading to excessive
cash distribution to shareholders can lead to a downgrade. Also,
any further or repetitive amendments to the loan agreement such
that the mandatory prepayment provisions are waived or canceled,
and excess cash flow is not used to pay down debt could result in a
downgrade.

LifeMiles has good liquidity. The company generates strong cash
flow from operations and has limited capital spending requirements.
It has minimum cash requirements to cover six months of rewards
plus two quarters of debt service. In addition, LifeMiles benefits
from a five-year $20 million committed revolving credit facility,
which is currently undrawn. LifeMiles' only debt is its term loan
due 2022, which amortizes based upon a quarterly debt amortization
schedule plus a balloon principal payment.

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



LIONS GATE: S&P Rates New $400MM Sr. Unsecured Notes Due 2024 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level and '6' recovery
ratings to U.S. independent film studio Lions Gate Entertainment
Corp.'s $400 million senior unsecured debt due 2024. The '6'
recovery rating indicates S&P's expectation for negligible recovery
(0%-10%) of principal for lenders in the event of a payment
default.

The notes will be issued by the company's wholly owned subsidiary,
Lions Gate Capital Holdings. S&P's 'B-' issue-level and '6'
recovery ratings on Lions Gate's existing 5.875% $520 million
senior unsecured notes, which are due in November 2024, remain
unchanged. The proposed transaction would bring the total amount of
senior unsecured debt outstanding to $920 million. The company
plans to use the proceeds from the proposed issuance to repay a
portion of the borrowings outstanding under the issuer's revolving
credit facility due 2023, which was used along with cash on hand to
fund the settlement agreement and payment announced on Nov. 8
regarding the company's existing dissenting shareholders'
liability. Pro forma for the transaction, the company's cash
balance would be approximately $100 million after a partial
revolver paydown of $320 million in December 2018.

S&P said, "This transaction does not affect our 'B+' issuer credit
rating or stable outlook on Lions Gate since we view the
transaction as leverage neutral. Our adjusted debt amount already
included the dissenting shareholder's liability of approximately
$961 million (including accrued interest and shareholder litigation
charge), which has now been paid. Our rating reflects our
expectation that Lions Gate's S&P's adjusted leverage will
gradually decline to the mid 5x area by the end of fiscal 2020
(ending March 31) due to EBITDA growth and the company's commitment
to voluntarily repay debt. It also reflects the revenue and cash
flow stability from Starz LLC's cable networks, which offset the
inherent volatility of Lions Gate's motion picture segment. Our
leverage calculation also includes $318.1 million of production
loans as of Sept. 30, 2018."

  RATINGS LIST

  Lions Gate Entertainment Corp.
   Issuer credit rating                B+/Stable/--

  New Ratings
  Lions Gate Capital Holdings  Senior Unsecured
    $400 million debt due 2024         B-
     Recovery rating                   6(0%)


LIVE OAK HOLDING: Trustee Selling Assets to DD Axiom for $150K
--------------------------------------------------------------
Richard M. Kipperman, the Chapter 11 trustee for the bankruptcy
estate of Live Oak Holding, LLC, asks the U.S. Bankruptcy Court for
the Southern District of California to authorize the bidding and
sale procedures, and the Agreement for Purchase and Sale of Asset
with DD Axiom Resources, LLC, in connection with the sale of (a)
Live Oak Springs Water Co., a water utility; (b) approximately 27
acres of real property located at 37820 Old Highway 80, Boulevard,
California with APNs 609-050-03-00, 609-050-06-00, 609-086-03-00,
609-071-01-00, and 609-090-07-00 occupied by the Water Company and
the improvements thereon (including groundwater wells and three
20,000 gallon water storage tanks); and (c) all assets owned by the
Water Company and/or owned by the Debtor and used by the Water
Company, including, but not limited to, machinery, equipment,
hardware, materials, fixtures, trade fixtures, storage units,
vehicles, tools, and books and records, for $150,000, subject to
overbid.

A hearing on the Motion is set for Feb. 14, 2019 at 10:00 a.m.

The Debtor's only significant remaining assets are the Assets.

The Trustee is aware of the following alleged interests, claims,
liens and encumbrances in the Assets and intends to sell the Assets
free and clear of such interests, claims, liens and encumbrances:
The San Diego County Treasurer-Tax Collector filed a proof of claim
asserting a secured claim against the Debtor's real property,
including the Real Property, in the amount of $255,481, of which
$22,326 is attributable to the Real Property.  As of July 31, 2018,
real property taxes of approximately $48,500 have been assessed
against the Real Property.  Any real property taxes attributable to
the Real Property which are currently due and owing will be paid
from the proceeds of the sale.

Because the Trustee was unable to identify a broker specializing in
water utilities, the Trustee decided to retain Pacific Commercial
Management Inc., which had previously assisted the Trustee in the
sale of other real property of the Debtor, as his real estate
broker to market and sell the Assets.  Since its retention, Pacific
continually marketed the Assets.

On July 3, 2018, the Trustee received an offer from DD Axiom to
purchase the Assets for $175,000.  After negotiations, the Trustee
and DD Axiom entered into an APA, which sets forth the terms and
conditions of the Original Bid.  Following the completion of due
diligence, DD Axiom offered a reduced purchase price of $150,000,
which the Trustee accepted.  The Trustee has determined that DD
Axiom is a Qualified Bidder and that the Stalking Horse Bid
constitutes a Qualified Bid and complies with the Bidding
Procedures.

The Trustee believes that the bidding procedures, auction, and sale
procedures proposed constitute the best method to maximize the
proceeds from the sale of the Assets for the benefit of the
Estate's creditors.  Pacific will continue to market the Water
Company and the Real Property.  In light of the extensive marketing
of the Water Company undertaken before submission of the Stalking
Horse Bid, the Trustee asks that the Court determines that such
marketing is reasonable and appropriate in connection with the
sale.   

The Bidding Procedures are:

     a. The Trustee will only accept bids to acquire all Assets.

     b. The Trustee will only consider Bids that meet the
requirements set forth in these Bidding Procedures and that are
submitted by a bidder who satisfies the criteria for becoming a
Qualified Bidder.  Bidders desiring to become a Qualified Bidder
will be required to submit the following on or before noon (Pacific
Time) on the fourth business day prior to the Auction:  (a) a bid
that clearly sets forth the purchase price to be paid, which
purchase price must be in the amount of at least $175,000, and
states that such bid is not be contingent upon any due diligence,
receipt of financing, approval of any board of directors,
shareholders or any other entity(ies) or any permitting or
licensing requirements (other than CPUC approval); (b) information
concerning the bidder's financial ability to complete the proposed
purchase of the Assets; (c) if applicable, evidence of
authorization and approval from the bidder's board of directors (or
comparable governing body) with respect to the submission,
execution, delivery, and closing of such bidder's asset purchase
agreement; (d) a statement that the bidder is willing and able to
close the purchase of the Assets no later than 15 days after the
receipt of CPUC approval of the sale of the Water Company to such
bidder; (e) a cashier's check in an amount of $40,000; (f) a
purchase agreement that includes substantially the same terms and
conditions as the APA, and ancillary agreements containing
substantially the same terms and conditions as the exhibits to the
APA; (g) a blackline showing proposed changes to the APA and the
exhibits thereto; and (h) a statement regarding whether the bidder
is willing to be the Back-Up Bidder.

     c. The Trustee reserves the right, in his reasonable business
judgment, to determine whether a Bid is an acceptable bid in
accordance with these Bidding Procedures.   The Trustee will notify
each party who has submitted a Bid whether such Bid is a Qualified
Bid no later than three business days prior to the Auction.   

     d. Any bidders submitting Bids will bear their own expenses in
connection with the submission of Bids, the Auction and the sale,
regardless of whether the sale is approved.   

     e. All due diligence, if any, in connection with the Assets
must be completed prior to the Bid Deadline.

     f.  Each Qualified Bidder, by submitting a Bid, will be deemed
to acknowledge that: (a) it understands and is bound by the terms
of the Bidding Procedures and the other terms of the Motion and the
order on the Motion; (b) it had an opportunity conduct due
diligence before submitting its Bid and relied solely on that due
diligence in making its Bid; (c) it is not relying upon any written
or oral statements, representations, promises, warranties or
guarantees of any kind whether express or implied, by operation of
law or otherwise, made by any person or party including the Trustee
and his agents and representatives regarding the Assets, these
Bidding Procedures or any information provided in connection
therewith; and (d) it submits its Bid of its own volition and with
full knowledge of the potential consequences associated therewith.


The Auction Procedures are:

     a. The auction sale of the Assets will be conducted two
business day prior to the Sale Hearing at 10:00 a.m. (PT) at the
offices of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., 3580
Carmel Mountain Road, Suite 300, San Diego, California.

     b. At the commencement of the Auction, the Trustee will
deliver to all Qualified Bidders, including DD Axiom, a copy of the
highest and best Qualified Bid received, as determined in the
Trustee's business judgment.

     c. The bidding at the Auction will begin at the purchase price
provided in the Bid the Trustee has determined to be the highest
and best Qualified Bid.  The overbids at the Auction must be in
increments of at least $5,000.

     d. The bidding at the Auction will continue until the Trustee
determines, in his business judgment and discretion and subject to
confirmation by the Court, the highest and best Qualified Bid.

     e. Before the conclusion of the Auction, the individual or
entity that is determined to have made the Recommended Successful
Bid will complete and sign all agreements, contracts, instruments
or other documents evidencing and containing the terms and
conditions upon which the Recommended Successful Bid was made.

     f. Each Qualified Bidder participating in the Auction will be
required to confirm that it has not engaged in any collusion with
respect to the bidding or the sale.

     g. The Trustee may make reasonable alterations or additions to
the Bidding Procedures at the Auction.

The Sale Procedures are:

     a. Prior to the hearing on the Motion, the Trustee will file a
supplemental declaration from Richard M. Kipperman, setting forth
the successful Bid for the Assets, whether obtained by the Auction
or otherwise.

     b. At the Hearing, the Court may approve the sale of the
Assets.

     c. If a Qualified Bidder is not the Successful Bidder or the
Back-Up Bidder, as determined by the Court at the Sale Hearing, the
Deposit made by such Qualified Bidder will be returned within 14
business days after entry of the Sale Order or a final order
denying a sale; however, until such time, each Qualified Bidder's
bid will remain binding.

     d. The Successful Bidder will be required to close no later
than (a) if the stay provided for by Federal Rule of Bankruptcy
Procedure 6004(h) is not waived, the first business day after the
Sale Order becomes final and non-appealable and all closing
conditions in the Successful Bidder's purchase agreement are
satisfied or waived; or (b) if the stay provided for by Federal
Rule of
Bankruptcy Procedure 6004(h) is waived, the first business day
after entry of the Sale Order on which all closing conditions in
the Successful Bidder's purchase agreement are satisfied or waived.
In the event that the sale to the Successful Bidder is not
consummated on or before the Closing Date, the Trustee will have
the right to accept the Back-Up Bidder's Bid and consummate the
sale with the Back-Up Bidder without further order of the Court.

     e. The Deposit of the Successful Bidder will be held until the
closing of the sale of the Assets and applied in accordance with
the Successful Bid.  

The Trustee asks that the Court orders that the stay under Rule
6004(h) be waived so that the sale may close immediately upon entry
of an order granting the Motion.

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

  http://bankrupt.com/misc/Live_Oak_404_Sales.pdf  

The Purchaser:

          DD AXIOM RESOURCES, LLC
          Attn: Deborah Wilson
          2323 San Juan Road
          San Diego, CA 92103
          E-mail: axiomdevco@sbcglobal.net

The Purchaser is represented by:

          Leo Sullivan, Esq.
          SULLIvAN LAWYERS
          2468 Historic Decatur Road, Suite 140
          San Diego, CA 92106
          E-mail: lsullivan@sullivanlawyers.com

                     About Live Oak Holding

Live Oak Holding, LLC, at the time of its filing, owned
approximately 115.85 acres near Boulevard, California on which it
had previously operated various businesses, including a water
company, campground, restaurant and bar, off-road vehicle race
track and mobile home park.

Live Oak Holding sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Cal. Case No. 13-11672) on Dec. 3,
2013.  In the petition signed by Nazar Najor, member, the Debtor
reported assets of $1.81 million and liabilities of $2.07 million.

The case is assigned to Judge Laura S. Taylor.  

The Debtor had Ruben F. Arizmendi, Esq., at Arizmendi Law Firm, as
its legal counsel.

On Jan. 30, 3014, Richard M. Kipperman was appointed as the Chapter
11 trustee.  The Trustee is represented by Mintz Levin Cohn Ferris
Glovsky and Popeo P.C.

On June 1, 2017, the Court approved Pacific Commercial Management,
Inc., as the Trustee's real estate broker.


LUBY'S INC: Incurs $7.48 Million Net Loss in First Quarter
----------------------------------------------------------
Luby's, Inc., has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $7.48
million on $102.91 million of total sales for the quarter ended
Dec. 19, 2018 compared to a net loss of $5.53 million on $113.49
million of total sales for the quarter ended Dec. 20, 2017.

As of Dec. 19, 2018, Luby's had $208.89 million in total assets,
$100.83 million in total liabilities, and $108.05 million in total
shareholders' equity.

Cash provided by operating activities was approximately $1.3
million in the quarter ended Dec. 19, 2018, an approximate $2.2
million decrease from the quarter ended Dec. 20, 2017.  The
approximate $2.2 million decrease in cash provided by operating
activities is due to an approximate $2.1 million decrease in cash
provided by operations before changes in operating assets and
liabilities and an approximate $0.1 million decrease in cash
provided by changes in operating assets and liabilities for the
quarter ended Dec. 19, 2018.

Cash used in operating activities before changes in operating
assets and liabilities was approximately $0.3 million in the
quarter ended Dec. 19, 2018, an approximate $2.1 million decrease
compared to a source of cash in the quarter ended Dec. 20, 2017.
The $2.1 million decrease in cash provided by operating activities
before changes in operating assets and liabilities was primarily
due to decreased store-level profit from its Company-owned
restaurants.

Changes in operating assets and liabilities was an approximate $1.6
million source of cash in the quarter ended Dec. 19, 2018 and an
approximate $1.7 million source of cash in the quarter ended Dec.
20, 2017.  The approximate $0.1 million decrease in the source of
cash was due to differences in the change in asset and liability
balances between the quarter ended Dec. 19, 2018 and the quarter
ended Dec. 20, 2017.

Increases in current asset accounts are a use of cash while
decreases in current asset accounts are a source of cash.  During
the quarter ended Dec. 19, 2018, the change in trade accounts and
other receivables, net, was an approximate $0.7 million source of
cash which was an approximate $1.0 million increase from the use of
cash in the quarter ended Dec. 20, 2017.  The change in food and
supplies inventory during the quarter ended Dec. 19, 2018 was an
approximate $0.1 million use of cash which was an approximate $0.2
million decrease from the use of cash in the quarter ended Dec. 20,
2017.  The change in prepaid expenses and other assets was an
approximate $1.9 million source of cash during the quarter ended
Dec. 19, 2018, compared to a $0.4 million source of cash in the
quarter ended Dec. 20, 2017.

Increase in current liability accounts are a source of cash, while
decreases in current liability accounts are a use of cash.  During
the quarter ended Dec. 19, 2018, changes in the balances of
accounts payable, accrued expenses and other liabilities was an
approximate $0.9 million use of cash, compared to a source of cash
of approximately $1.9 million during the quarter ended Dec. 20,
2017.

The Company generally reinvests available cash flows from
operations to develop new restaurants, maintain and enhance
existing restaurants and support Culinary Contract Services.  Cash
used in investing activities was approximately $0.9 million in the
quarter ended Dec. 19, 2018 and approximately $3.8 million in the
quarter ended Dec. 20, 2017.  Capital expenditures were
approximately $1.1 million in the quarter ended Dec. 19, 2018 and
approximately $4.3 million in the quarter ended Dec. 20, 2017.
Proceeds from the disposal of assets were approximately $0.2
million in the quarter ended Dec. 19, 2018 and approximately $0.2
million in the quarter ended Dec. 20, 2017.  Insurance proceeds
received as a result of claims made from property damage caused by
Hurricane Harvey were approximately $0.3 million in the quarter
ended Dec. 20, 2017.

Cash provided by financing activities was approximately $15.7
million in the quarter ended Dec. 19, 2018 compared to an
approximate $30 thousand source of cash during the quarter ended
Dec. 20, 2017.  Cash flows from financing activities was primarily
the result of the Company's 2018 Credit Agreement.  During the
quarter ended Dec. 19, 2018, net cash provided by the Company's
2018 Term Loan was $58.4 million, cash used in Revolver borrowings
was approximately $20.0 million, its Term Loan re-payment was
approximately $19.5 million, cash used for debt issuance costs was
approximately $3.2 million, and cash used for equity shares
withheld to cover taxes was $8 thousand.  During the quarter ended
Dec. 20, 2017, borrowings on the Company's Revolver exceeded
repayments by approximately $0.1 million and cash used for equity
shares withheld to cover taxes was approximately $70 thousand.

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

                     https://is.gd/LbOgTI

                         About Luby's

Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 140 restaurants nationally as
of Dec. 19, 2018: 82 Luby's Cafeterias, 57 Fuddruckers, one
Cheeseburger in Paradise restaurants.  Luby's is the franchisor for
103 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, the Dominican Republic,
Panama, and Colombia.  Luby's Culinary Contract Services provides
food service management to 30 sites consisting of healthcare,
corporate dining locations, and sports stadiums.

Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017.

Grant Thornton LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Aug. 29, 2018, noting that the
Company sustained a net loss of approximately $33.6 million and net
cash used in operating activities of approximately $8.5 million.
The Company's term and revolving debt of approximately $39.5
million is due May 1, 2019.  The Company was in default of certain
debt covenants of its term and revolving credit agreements maturing
on May 1, 2019.  On Aug. 24, 2018, the lenders agreed to waive the
existing events of default resulting from any breach of certain
financial covenants or the limitation on maintenance capital
expenditures, in each case that may have occurred during the period
from and including May 9, 2018 until Aug. 24, 2018, and any related
events of default.  Additionally, the lenders agreed to waive the
requirements that the Company comply with certain financial
covenants until Dec. 31, 2018, at which time the Company will be in
default without an additional waiver or alternative financing.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.


LUBY'S INC: Reports First Quarter Fiscal 2019 Results
-----------------------------------------------------
Luby's, Inc. announced unaudited financial results for its
sixteen-week first quarter fiscal 2019, which ended on Dec. 19,
2018.  

First Quarter Key Metrics
(comparisons to first quarter fiscal 2018)

   * Total sales were $102.9 million

   * Same-store sales decreased 5.5%

   * Culinary Contract Services sales increased $2.6 million to
     $9.5 million

   * Loss from continuing operations of $7.5 million in the first
     quarter compared to loss from continuing operations of $5.5
     million in the first quarter fiscal 2018

   * Adjusted EBITDA decreased $0.8 million

Chris Pappas, president and CEO, commented, "Our turn-around of the
business is underway.  While sales pressure persisted in the first
quarter, we reduced our food and operating costs at a greater
percentage than the sales declined.  In addition, we have taken
substantial actions to restructure our corporate overhead that will
result in more than $3.0 million of annual savings in selling,
general, and administrative costs.

"We also continue to make positive progress with our property asset
sales program, and as of this announcement, we have generated
proceeds of $26.8 million, or about 60%, of our $45 million asset
sales program.  In addition, we refinanced our credit facility on
December 13, 2018, providing $60.0 million of debt financing.  As a
result of this refinancing, we put close to $20.0 million of cash
on the balance sheet ($8.7 million in available for use cash and
another $11.1 million in restricted cash that has been set aside
for future interest payments and other short term commitments).  As
of the date of this announcement, we have already repaid $9.1
million on our debt balance utilizing proceeds from the sale of
property.

"Our new Chief Operating Officer, Todd Coutee, is leveraging his
three decades of restaurant experience to increase efficiency
throughout our operations.  He is realigning our organization by
getting the right people in the right positions, coaching
restaurant managers and inspiring our front-line employees by
setting the right tone and leading by example.  This leadership is
driving positive changes in our menu offering, marketing efforts
and customer service initiatives.

"From a marketing perspective, we are deploying technology and
making improvements in mobile ordering, utilizing third party
delivery platforms, and other services, to meet the modern
needs/desires of our customers.  We are utilizing more measurable
digital marketing campaigns in conjunction with traditional media
outlets.  Our intention is to highlight our differentiation with
respect to our competitors.

"Subsequent to the first quarter, through January 20, 2019, our
total same-store sales have turned to a positive 0.7% with our
cafeteria brand achieving a robust positive 2.8% compared to same
period last year.

"Lastly, we plan to re-franchise many of our company-owned
Fuddruckers as we transition to primarily a franchise model for
Fuddruckers, while retaining company-owned stores in our core
market of Houston."

First Quarter Restaurant Sales:

   * Luby's Cafeterias sales decreased $4.6 million versus the
     first quarter fiscal 2018, due to the closure of six
     locations over the prior year and a 3.0% decrease in Luby's
     same-store sales.  The decrease in same-store sales was the
     result of a 10.5% decrease guest traffic, partially offset by
     a 8.4% increase in average spend per guest.

   * Fuddruckers sales at company-owned restaurants decreased $5.4
  
     million versus the first quarter fiscal 2018, due to 14
     restaurant closings and a 11.2% decrease in same-store sales.
     The decrease in same-store sales was the result of a 17.1%
     decrease guest traffic, partially offset by a 7.1% increase
     in average spend per guest.

   * Combo location sales decreased $0.7 million, or 11.1%, versus

     first quarter fiscal 2018.

   * Cheeseburger in Paradise sales decreased $2.6 million.  The
     decrease in sales is related to reducing operations to a
     single store compared to operating eight locations in the
     first quarter fiscal 2018.

   * Loss from continuing operations was $7.5 million, or $0.25
     per diluted share, compared to a loss of $5.5 million, or
     $0.19 per diluted share, in the first quarter fiscal 2018.

   * Store level profit, defined as restaurant sales plus vending
     revenue less cost of food, payroll and related costs, other
     operating expenses, and occupancy costs, was $9.2 million, or

     10.1% of restaurant sales, in the first quarter compared to
     $11.1 million, or 10.6% of restaurant sales, during the first

     quarter fiscal 2018.  The decline in store-level profit was
     primarily the result of higher restaurant payroll and related

     costs as a percentage of restaurant sales, partially offset
     by lower food costs and other operating costs as a percentage

     of sales.  The increase in payroll and related costs as a
     percentage of restaurants sales was the result of higher
     average wage rates and sales declines that outpaced the
     reduction in hours deployed in our restaurants required to
     maintain service levels.  Food costs declined as the Company
     changed the mix of menu offerings as well as applied further
     focus on efficient operations, including minimizing waste.
     Within the Company's operating costs, it was able to reduce
     restaurant supplies and restaurant services to a level
     proportionate with reduced sales levels.  Store level profit
     is a non-GAAP measure, and reconciliation to loss from
     continuing operations is presented after the financial
     statements.

   * Culinary Contract Services revenues increased by $2.6 million

     to $9.5 million with 30 operating locations during the first
     quarter.  New locations contributed approximately $2.5
     million in revenue and locations continually operated over
     the prior full year increased revenue approximately $0.4
     million.  These increases were partially offset by a $0.3
     million decrease in revenue from locations that ceased
     operations.  Culinary Contract Services profit margin
     decreased to 7.2% of Culinary Contract Services sales in the
     first quarter compared to 8.0% in the first quarter fiscal
     2018.

   * Selling, general and administrative expenses decreased $0.3
     million.  Removing one-time severance and proxy-solicitation
     and communication costs of approximately $1.0 million,
     selling, general and administrative expenses decreased $1.3
     million.  The decrease reflects reductions in corporate staff

     and related costs as well as reductions in marketing spend.

Balance Sheet and Capital Expenditures

The Company ended the first quarter with a debt balance outstanding
of $60.0 million, an increase from $39.5 million at the end of
fiscal 2018.  During the first quarter, our capital expenditures
decreased to $1.1 million compared to $4.3 million in the first
quarter fiscal 2018.  At the end of the first quarter, the Company
had $8.7 million in available cash, $11.1 million in restricted
cash, and $108.1 million in total shareholders' equity.  Since the
inception of the Company's $45.0 million asset sales program, it
has generated proceeds of $26.8 million.

                         About Luby's

Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 140 restaurants nationally as
of Dec. 19, 2018: 82 Luby's Cafeterias, 57 Fuddruckers, one
Cheeseburger in Paradise restaurants.  Luby's is the franchisor for
103 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, the Dominican Republic,
Panama, and Colombia.  Luby's Culinary Contract Services provides
food service management to 30 sites consisting of healthcare,
corporate dining locations, and sports stadiums.

Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017.  As of Dec. 19, 2018, Luby's had $208.89
million in total assets, $100.83 million in total liabilities, and
$108.05 million in total shareholders' equity.

Grant Thornton LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Aug. 29, 2018, noting that the
Company sustained a net loss of approximately $33.6 million and net
cash used in operating activities of approximately $8.5 million.
The Company's term and revolving debt of approximately $39.5
million is due May 1, 2019.  The Company was in default of certain
debt covenants of its term and revolving credit agreements maturing
on May 1, 2019.  On Aug. 24, 2018, the lenders agreed to waive the
existing events of default resulting from any breach of certain
financial covenants or the limitation on maintenance capital
expenditures, in each case that may have occurred during the period
from and including May 9, 2018 until Aug. 24, 2018, and any related
events of default.  Additionally, the lenders agreed to waive the
requirements that the Company comply with certain financial
covenants until Dec. 31, 2018, at which time the Company will be in
default without an additional waiver or alternative financing.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.


LUNA DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Luna Developments Group, LLC
        c/o Alan Barbee, as Receiver
        GlassRatner Advisory & Capital Group LLC
        1400 Centrepark Blvd, Suite 860
        West Palm Beach, FL 33401

Business Description: Luna Developments Group, LLC is a real
                      estate developer in West Palm Beach,
                      Florida.

Chapter 11 Petition Date: January 28, 2019

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Case No.: 19-11169

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #301E
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: ltitus@furrcohen.com

Total Assets: $5,000,000

Total Liabilities: $3,366,816

The petition was signed by Alan Barbee, receiver, appointed by
Florida State Court.

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

         http://bankrupt.com/misc/flsb19-11169.pdf


MADISON CHIROPRACTIC: Unsecured Creditors to Get 10% Under Plan
---------------------------------------------------------------
Madison Chiropractic & Nutrition Center, LLC, filed a Plan of
Reorganization and accompanying Disclosure Statement.

Class 4 - General Unsecured Claims are impaired. Beginning on the
Effective Date, the Debtor will begin making monthly payments of
$100, split on a pro-rata basis between all creditors in this Class
on their approved claim amounts, until the sum of 10% of the total
allowed claims in this class are paid.  Thereafter, any remaining
balance on the claims in this Class will be forever discharged.
Payments to creditors in this class are estimated to last for a
term of 21 months (Total estimated class payment to IRS =
$2,021.38; total estimated class payment to ADOR = $28.49).
(Estimated monthly payment of $98.61 to IRS and $1.39 to ADOR).

Class 1 - Secured Claim ADOR are impaired. The creditor in this
class will be paid in full their approved claim amount over the
course of a 60-month term with interest accruing at the rate of
5.00%, with a standard amortization schedule for the term.
(Estimated monthly payment of $20.77).

Class 2 - Unsecured Priority Tax Claims ADOR & IRS are impaired.
The creditors in this class will be paid in full their approved
claim amount over the course of a 60-month term with interest
accruing at the rate of 5.00%. (Estimated monthly payment of
$1,609.34 to IRS and $141.63 to ADOR).

Class 3 - De Minimis Unsecured Priority Claims are impaired. The
creditors in this class will be paid in full their approved claim
amount, without interest, within 60 days of the effective date.

Class 5 - Interests of Equity Interest Holders in Debtor are
impaired. Equity interest holders will retain their membership
interests in Debtor and, in order to comply with the new value
exception to the absolute priority rule, will contribute the sum of
$1,000.00 to the Debtor entity by or before the Plan’s Effective
Date.

On the Effective Date, the Debtor will first fund payments to the
holders of Allowed Administrative Claims.

A full-text copy of the Disclosure Statement dated January 10,
2019, is available at https://tinyurl.com/yd3gtb5k from
PacerMonitor.com at no charge.

Madison Chiropractic & Nutrition Center, LLC, provides chiropractic
and nutritional services and products to the general public in the
greater Huntsville area.  It sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ala. Case No. 18-82075) on July 13, 2018,
listing under $1 million in both assets and liabilities.  A copy of
the petition is available at no charge at
http://bankrupt.com/misc/alnb18-82075.pdf Lawyers at Sparkman,
Shepard & Morris, P.C., serves as counsel to the Debtor.  Seaman,
Shinkunas & Lindgren, P.C. serves as its tax advisor.


MARIO LOZANO: Gabrielle Buying Jamaica Plain Property for $1.7M
---------------------------------------------------------------
Mario Rene Lozano filed with the U.S. Bankruptcy Court for the
District of Massachusetts a notice of his proposed private sale of
the real property located at 70 Day St, Jamaica Plain,
Massachusetts to Gabrielle Sage Properties, LLC for $1,675,000,
subject to overbid.

A hearing on the Motion is set for Feb. 20, 2019 at 10:45 a.m.  The
objection deadline is Feb. 12, 2019 at 4:30 p.m.

The sale will take place on or before (upon approval by the Court).
The proposed Buyer has paid a deposit in the sum of $83,750.  The
terms of the proposed sale are more particularly described in a
Motion for Order Authorizing and Approving Private Sale of Property
of the Estate filed with the Court on Jan. 15, 2019 and a written
purchase and sale agreement dated Jan. 4, 2019. The Motion to
Approve Sale and the purchase and sale agreement are available at
no charge upon request from the counsel for the Debtor.

The Property will be sold free and clear of all liens, claims and
encumbrances.  Any perfected, enforceable valid liens will attach
to the proceeds of the sale.

Through the Notice, higher offers for the Property are hereby
solicited.  Any higher offer must be accompanied by a cash deposit
of (TBD) in the form of a certified or bank check made payable to
the counsel for the Debtor.  Higher offers must be on the same
terms and conditions provided in the Purchase and Sale Agreement,
other than the purchase price.

The Chapter 11 case is In re Mario Rene Lozano (Bankr. D. Mass.
Case No. 18-11315).


MARIO LOZANO: Sanchez Buying Dorchester Property for $1 Million
---------------------------------------------------------------
Mario Rene Lozano filed with the U.S. Bankruptcy Court for the
District of Massachusetts a notice of his proposed private sale of
the real property located at 52-54 Bicknell St, Dorchester,
Massachusetts to Pilar Sanchez for $1 million, subject to overbid.

A hearing on the Motion is set for Feb. 20, 2019 at 11:15 a.m.  The
objection deadline is Feb. 7, 2019 at 4:30 p.m.

The sale will take place on or before (upon approval by the Court).
The proposed Buyer has paid a deposit in the sum of $15,000.  The
terms of the proposed sale are more particularly described in a
Motion for Order Authorizing and Approving Private Sale of Property
of the Estate filed with the Court on Jan. 15, 2019 and a written
purchase and sale agreement dated Jan. 11, 2019. The Motion to
Approve Sale and the purchase and sale agreement are available at
no charge upon request from the counsel for the Debtor.

The Property will be sold free and clear of all liens, claims and
encumbrances.  Any perfected, enforceable valid liens will attach
to the proceeds of the sale.

Counsel for the Debtor:

          William C. Parks, Esq.
          100 State St, Suite 900
          Boston, MA 02109
          Telephone: (617) 523-0712
          E-mail: will@wparkslaw.com

The Chapter 11 case is In re Mario Rene Lozano (Bankr. D. Mass.
Case No. 18-11315).


MC/VC INC: 9% Recovery for Unsecureds in 60 Monthly Payments
------------------------------------------------------------
MC/VC, INC. filed with the U.S. Bankruptcy Court for the Southern
District of Texas a disclosure statement in support of its proposed
plan of reorganization.

The Debtor will pay the priority tax claim of the Texas Comptroller
of Public Accounts in regular monthly installments within 60 months
of the date of the order for relief and at the interest rate of
5.5% per annum.

The Debtor will pay all general unsecured claims approximately 9%
of the creditor's allowed claim in 60 monthly payments beginning
the first day of the first month following 30 days after the Plan's
Effective Date.

The Plan is feasible as a result of the income generated from
Debtor's business operations and assets.

A copy of the Disclosure Statement is available at
https://is.gd/W9Zd0P from Pacermonitor.com at no charge.

                       About MC/VC Inc.

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


MICRO FOCUS: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which Micro Focus
International Plc is a borrower traded in the secondary market at
97.33 cents-on-the-dollar during the week ended Friday, January 11,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 4.10 percentage points from
the previous week. Micro Focus pays 275 basis points above LIBOR to
borrow under the $385 million facility. The bank loan matures on
March 31, 2024. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'BB' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


MIDICI GROUP: Asks Court to Approve Disclosure Statement
--------------------------------------------------------
On February 21, 2019, at 1:00 p.m., MidiCi Group, LLC, will ask the
Bankruptcy Court to approve the disclosure statement explaining its
Chapter 11 plan of reorganization.

The Debtor believes the Disclosure Statement contains "adequate
information" as the term is defined in Section 1125(a) of the
Bankruptcy Code.

The Debtor seeks to accomplish payment under the Plan primarily
from the injection of new value in the amount of $275,000 from the
Debtor's insiders and related sources that will fund ongoing
operations while the Debtor improves the MidiCi brand for the
benefit of all, after which the Debtor's business will be sustained
by the royalty and marketing income to be derived from the improved
franchised system based on increasing sales in the existing
locations, and on new locations opened after the brand has
stabilized with increased sales at the existing locations.

Class 1 - Allowed General Unsecured Claims are impaired and will
received approximately 40% of their Allowed Claims to be paid on
the Effective Date of the Plan from new value provided by the
Interest Holders.

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y7b93u5w from PacerMonitor.com at no charge.

                   About MidiCi Group

MidiCi Group, LLC, is a franchisor of the MidiCi Neapolitan Pizza.
MidiCi Restaurants offer build-your-own Neapolitan pizzas, salads,
appetizers, dessert items, beverages, and other products for retail
sale to the public.  MidiCi Group is a California limited iability
company formed on Aug. 29, 2014.  It has offered franchises since
January 2015.

MidiCi Group, LLC, based in Encino, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 18-12354) on Sept. 21, 2018.  In the
petition signed by Yotam Regev, chief operations officer/member,
the Debtor estimated $1 million to $10 million in assets and the
same range of liabilities.  The Hon. Victoria S. Kaufman oversees
the case.  Greenberg & Bass, serves as bankruptcy counsel to the
Debtor.  Roseman Law, APC, is the general business counsel, and
Lathrop Gage, is special counsel.


MISYS PLC: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which Misys Plc is a
borrower traded in the secondary market at 97.80
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.12 percentage points from the
previous week. Misys Plc pays 350 basis points above LIBOR to
borrow under the $3.582 billion facility. The bank loan matures on
April 28, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.

Misys is one of the world's largest independent applications
software products groups and the UK's biggest. Its main activities
include selling software solutions to banks, transaction processing
and claims administration for physicians in the U.S., systems for
insurance brokers in the U.K., and administrative and compliance
services for Independent Financial Advisors, or IFs.  It's
corporate address is London, United Kingdom.


MULTIFLORA GREENHOUSES: Taps Brooks Pierce as Special Counsel
-------------------------------------------------------------
Multiflora Greenhouses, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
Brooks, Pierce, McLendon, Humphrey & Leonard, LLP as special
counsel.

The firm will assist the Debtor in investigating whether there is
good cause to pursue potential claims against its insiders.

The firm's customary rate is $450 per hour.

Jeffery Oleynik, Esq., at Brooks Pierce, is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, according to court filings.

The firm can be reached through:

     Jeffery E. Oleynik
     Brooks, Pierce, McLendon,
     Humphrey & Leonard, LLP
     230 North Elm Street
     2000 Renaissance Plaza
     Greensboro, NC 27401
     Tel::336.271.3182
     Fax:336.232.9182
     Email: joleynik@brookspierce.com

                    About Multiflora Greenhouses
                          and Austram LLC

Multiflora Greenhouses, Inc. --
http://www.multifloragreenhouses.com/-- is a greenhouse grower and
wholesaler based in Hillsborough, North Carolina.  It grows and
distributes hundreds of plant varieties as well as offers other
products and services.  Austram, LLC, manufactures clay products
and refractories.

Multiflora and Austram sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 18-80691 and 18-80693)
on Sept. 24, 2018.

In the petitions signed by Richard Mason, president, Multiflora
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Austram disclosed less than $50,000 in
assets and liabilities.

Judge Benjamin A. Kahn oversees the cases.

The Debtors tapped Parry Tyndall White as their legal counsel.

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


NATIONAL MENTOR: S&P Assigns B Issue Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings noted that U.S.-based National Mentor Holdings
Inc. (d/b/a Civitas Solutions Inc.), a provider of home- and
community-based health services, is being acquired by Centerbridge
Partners L.P. The company is being recapitalized with $125 million
revolver (undrawn at close), an $805 million senior secured
first-lien term loan, a $50 million senior secured first-lien
letter of credit loan, and a $200 million second-lien senior
secured term loan (unrated).

S&P is assigning Civitas its 'B' issuer credit rating, and its 'B'
issue-level rating with a '3' recovery rating to the company's
first-lien debt.

S&P expects the company to increase revenues in the
high–single-digit percentages, somewhat constrained by a tight
labor market for unskilled labor. S&P projects adjusted EBITDA
margins to remain constant at about 13%-14% for the next couple of
years, slightly lower than its historical 14%-15%. Pro forma for
the transaction, S&P expects adjusted leverage to be about 5.9x for
2019.

Civitas' proposed first-lien senior secured facility consists of a
$125 million revolver, $805 million term loan, and $50 million
Letter of Credit facility loan. The second-lien senior secured debt
is unrated at the issuer's request.

The stable outlook on Civitas reflects S&P Global Ratings'
expectation that the company's operations will expand moderately in
2019 and that it will effectively manage through the tight labor
market trends, consistently generating material free cash flow.
Additionally, S&P expects reimbursement rates will remain broadly
stable given diversification within Medicaid across many states.


NATIONAL VISION: S&P Raises Issuer Credit Rating to 'BB-'
---------------------------------------------------------
S&P Global Ratings noted that U.S.-based optical retailer National
Vision Inc.'s operating performance has improved above S&P's
expectations. S&P believes current performance trends are
sustainable and will lead to continued deleveraging.

S&P is raising its ratings on the company, including the issuer
credit rating to 'BB-' from 'B+'.

The upgrade reflects improved credit metrics on good same-store
sales performance and successful execution of the store growth
strategy, which S&P expects to persist. S&P anticipates leverage
will improve to the low-3x area by fiscal year-end 2019, and
National Vision will continue to benefit from its position as a
value-priced retailer and the fourth largest optical retailer in
the U.S.

National Vision has demonstrated good performance trends with
continued improvement over the last few quarters. The company has
grown EBITDA by 17% over the last four quarters while increasing
top-line revenues by 13%. Revenues have benefitted from the opening
of approximately 75 locations in 2018, combined with same-store
sales of slightly over 7% for the first nine months of the year. On
the margin side, the company offset rising wages for optometrists
and store associates by gaining cost efficiencies at its five
optical manufacturing laboratories (three are domestic and
company-operated and two are international outsourced facilities).
S&P expects further operating improvement as the company opens its
fourth domestic company-operated lab in 2019. Low product pricing
supports good retail customer traffic, but this--in conjunction
with its online and distribution business (that comprise about 14%
of sales)--leads to lower overall margin than other rated optical
peers, including Eyemart Express LLC and CVS Holdings I L.P. Those
companies have margins greater than 16% as compared to National
Vision's mid- to low-15% margin.

S&P said, "The stable outlook reflects our expectation that revenue
growth from new stores and positive same-store sales will result in
further improvement in leverage, with debt to EBITDA declining to
the low-3x area and funds from operations (FFO) to debt in the
mid-20% range by fiscal year-end 2019.

"We could lower the rating if we expect leverage will be sustained
above 4x or if FFO to debt will decline below 20%. One scenario in
which this could occur is if margins declined by 300 basis points
(bps) as a result of wage pressures, store execution issues, or
increased promotional activity to address increased industry
competition.

"We could raise the rating if National Vision can meaningfully
expand market share while maintaining positive same-store sales,
generating improved cash flows, and broadening e-commerce presence.
These factors would lead us to believe the company's competitive
position has strengthened. We would also consider raising the
rating if we expect leverage to be sustained below 2x and FFO/debt
above 30% with minimal risk of a material re-leveraging event."   


NAVISTAR INT'L: S&P Raises ICR to 'B' on Improved Credit Measures
-----------------------------------------------------------------
S&P Global Ratings noted that Illinois-based truckmaker Navistar
International continues to benefit from strong demand, its ongoing
operational improvements, and improved credit measures, better
positioning the company for the next cyclical downturn.

S&P raised the issuer credit ratings on Navistar International
Corp. and subsidiary Navistar Financial Corp. to 'B' from 'B-'.

S&P said, "At the same time, we raised our issue-level ratings on
Navistar's senior secured term loan and recovery zone facility
revenue bonds to 'BB-' from 'B+', senior unsecured debt to 'B-'
from 'CCC+', and subordinated debt to 'CCC+' from 'CCC'.
Additionally, we raised the issue-level rating on Navistar
Financial's term loan to 'B' from 'B-'."

The upgrade reflects Navistar's improving operating performance,
driven by higher volumes, because of strong end market conditions,
and market share gains. Navistar's operational improvements reflect
its incrementally increasing market share, as the only truck OEM to
grow class 8 market share in 2018, and S&P expects this trend to
continue in 2019. Navistar has also benefitted from improved
profitability, with cost savings initiatives resulting in lower
structural costs as a percentage of revenues, which should enable
the company to maintain profitability in the next cyclical
downturn. Navistar's profitability could increase further over time
with its procurement initiatives, including the joint venture with
TRATON AG (formerly Volkswagen Truck & Bus AG), somewhat offsetting
any increases in commodity and freight costs. S&P believes these
factors will result in debt to EBITDA remaining below 6x at fiscal
year-end 2019, as well as free operating cash flow (FOCF) to debt
in the mid-single-digit percent range.

S&P said, "The stable outlook on Navistar reflects our expectation
that good demand in the company's end markets in fiscal 2019 along
with cost-reduction initiatives will allow the company to maintain
improved credit measures, even if end-market demand begins to
wane.

"We could lower our rating on Navistar if the company faces
unexpected challenges that prevent it from maintaining its
profitability when end market demand cycles downward, causing its
credit measures to deteriorate, such that we expect debt to EBITDA
to increase above 6.5x or FOCF is negative on a sustained basis.

"We could raise our ratings on Navistar if continued earnings
improvement and additional debt reduction further improve credit
measures. In order to raise our ratings, the company would need to
maintain debt leverage near 4x, and free operating cash flow near
10% on a sustained basis."


NEW ENGLAND COLLEGE: Public Auction Set for Feb. 26
---------------------------------------------------
John F. Kennedy, solely in his capacity as the court-appointed
receiver in Case No. 5:18-cv-0038-TES, pending in the United States
District Court for the Middle District of Georgia, intends to sell
the equity interest of or substantially all of the assets of New
England College of Business and Finance LLC, d/b/a New England
College of Business, following the approval of the sale procedures
by the Court on Jan. 22, 2019.

The public auction will be held on Feb. 26, 2019.  All sales will
be free and clear of liens, claims and encumbrances pursuant to the
order of the Court.

For additional information, contact:

        Carl Marks Advisory Group LLC
        c/o Joseph R. D'Angelo
        900 Third Avenue, 33rd Floor
        New York, NY 10022
        Tel: (917) 968-9650
        E-mail: jdangelo@carlmarks.com


NICHOLS BROTHER: NICHOLS BROTHER: Marathon Buying Eddy County Oil
-----------------------------------------------------------------
Nichols Brothers, Inc., and its affiliates, ask the U.S. Bankruptcy
Court for the Northern District of Oklahoma to authorize NBI
Properties, Inc.'s sale of certain oil and gas leases located in
Eddy County, New Mexico to Marathon Oil Permian, LLC for $1.12
million.

The Debtors have implemented the repair plan of their oil and gas
assets and have undertaken efforts to market and sell their assets
and related matters.  They own certain oil and gas leases as part
of their assets.  The oil and gas leases that are proposed to be
sold herein are all located in Eddy County, New Mexico.

Marathon has offered to purchase certain oil and gas leases
approximating 70 acres in Section 18, Township 23 South, Range 28
East in Eddy County, New Mexico from NBI Properties, effective as
of Jan. 1, 2019, in the amount of $1.12 million.  The parties have
entered into the Purchase and Sale Agreement.

In addition, the sale to Marathon will be free and clear of any and
all liens, claims, encumbrances, and other interests, with such
liens, claims, encumbrances, and other interests, if any, to attach
to the proceeds

The Debtors have negotiated the terms of the Purchase and Sale
Agreement at arms'-length and in good faith with Marathon.  In
addition, Marathon and its principals are not related to or
affiliated with the Debtors in any way.  The Debtors assert that
the terms of the offer are fair and reasonable and represent fair
market value for such oil and gas leases.

The leases being sold to Marathon are encumbered as potential
collateral for the use of cash collateral and the DIP loan approved
by the Court on Aug. 1, 2018.  These leases also serve as
collateral for the pre-petition lenders of the Debtors.  CrossFirst
Bank is the agent for the lenders under both pre-petition and DIP
loan facilities.  Based on discussions, the Debtors believe that
CrossFirst, for itself and as agent for the other lenders, along
with any other secured creditors with an interest in the properties
being sold has consented to the proposed sale.

In the event that parties claiming a security interest do not
consent, the Court may nonetheless approve the sale because the
secured creditor’s asserted interest will either be in a bona
fide dispute or such secured creditor could be compelled under
applicable law to accept a money satisfaction of their interest in
such leases owned by the Debtors.

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

   http://bankrupt.com/misc/Nichols_Brothers_249_sales.pdf

The Purchaser is represented by:

         Matthew D. Brown, Esq.
         5555 San Felipe St.
         Houston, TX 77056
         Attn: Steve Virant

                     About Nichols Brothers

Nichols Brothers, Inc., and its subsidiaries are primarily focused
on oil and gas production operating 400 producing wells, which are
generally considered "stripper wells" in the industry.  The
business group is owned and operated by Richard and Orville
Nichols.  Nichols Brothers is headquartered in Tulsa, Oklahoma.

Nichols Brothers and its subsidiaries filed voluntary petitions
(Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018.  In the
petition signed by Richard Nichols, president, Nichols Brothers
disclosed $10,388 in assets and $32.87 million in liabilities.  The
case is assigned to Judge Terrence L. Michael.  

Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt,
Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel;
Padilla Law Firm, serves as special counsel to the Debtor; and
Koehler & Associates, Inc., as its chief restructuring officer.

The U.S. Trustee for Region 20 on June 22, 2018, appointed an
official committee of unsecured creditors.  The Committee retained
Rosenstein Fist & Ringold, as counsel.


NICHOLS BROTHERS: Taps Continental Energy as Investment Banker
--------------------------------------------------------------
Nichols Brothers, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
Oklahoma to employ Continental Energy Advisors, LLC as investment
banker in connection with the sale or transfer of their assets.

The firm will provide these services:

     a. assess the risks of the sale and assist the Debtors in
formulating the economic and commercial terms for the sale;

     b. assist the Debtors in the preparation of information
necessary for the sale;

     c. provide the Debtors a range of values for all oil and gas
properties as a single group and a range of values for their oil
and gas properties segregated into logical groupings, based on
CEA's best estimate of current market;

     d. participate in discussions and negotiations;

     e. make solicitations to potential sources of and for the
sale;

     f. identify and secure a stalking horse bidder under contract
on or before Feb. 25;

     g. identify and designate qualified bidders on or before March
22; and

     h. provide other investment banking services.

CEA will receive a "work fee" of $35,000 per month and a "success
fee" of 3% on assets sold by the firm with a minimum of $250,000.

The total of the work fee paid to the firm will be credited against
the success fee prorata to payment of the success fee after closing
of the sale.

The obligation of the Debtors to pay a success fee to CEA shall
survive for 12 months beyond termination or the end of the term of
the employment agreement.  Any other transaction which the Debtors
conclude in this 12-month period that constitutes a sale under the
agreement will entitle CEA to a success fee excluding a transfer or
disposition, through credit bids of otherwise, to the Debtor's
lenders.

David Martin, member and secretary of CEA, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     David Martin
     Continental Energy Advisors, LLC
     3701 Kirby Drive, Suite 1086
     Houston, TX 77098
     Phone: 713-300-1422

                      About Nichols Brothers

Nichols Brothers, Inc., and its subsidiaries are primarily focused
on oil and gas production operating 400 producing wells, which are
generally considered "stripper wells" in the industry. The business
group is owned and operated by Richard and Orville Nichols. Nichols
Brothers is headquartered in Tulsa, Oklahoma.

Nichols Brothers and its subsidiaries filed voluntary petitions
(Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the
petition signed by Richard Nichols, president, Nichols Brothers
disclosed $10,388 in assets and $32.87 million in liabilities. The
case is assigned to Judge Terrence L. Michael. Gary M. McDonald,
Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald
& Metcalf, LLP serve as the Debtors' counsel.

The U.S. Trustee for Region 20 appointed an official committee of
unsecured creditors on June 22, 2018.  The committee retained
Rosenstein Fist & Ringold, as bankruptcy counsel, and Padilla Law
Firm, as special counsel.


NORTHBELT LLC: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Northbelt, LLC
        333 N. Sam Houston Parkway
        Houston, TX 77040

Business Description: Northbelt, LLC is a lessor of real estate
                      headquartered in Houston, Texas.

Chapter 11 Petition Date: January 28, 2019

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

Case No.: 19-30388

Judge: Hon. Eduardo V. Rodriguez

Debtor's Counsel: Joyce Williams Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: 972-503-4033
                  E-mail: joyce@joycelindauer.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Donald Testa, member.

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

         http://bankrupt.com/misc/txsb19-30388.pdf

Debtor's Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Primary Lending, LLC                Business Debt       $400,000
c/o Eric D. Nielsen
The Nielsen Law Firm
9800 Northwest
Freeway, Suite 314
Houston, TX 77092


ONE AVIATION: Proceeds from New ABL/Term Loan Facility to Fund Plan
-------------------------------------------------------------------
ONE Aviation Corporation and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a first amended joint
prepackage chapter 11 plan.

Class 7-A under the plan consists of the ONE Aviation's general
unsecured claims. On the Effective Date, all ONE Aviation General
Unsecured Claims will be discharged and extinguished and the
holders thereof will not receive or retain any property from the
Debtors or their Estates on account of such Claims.

During the period from the Confirmation Date through and until the
Effective Date, the Debtors may continue to operate their
businesses as Debtors in possession in the ordinary course in a
manner consistent with their obligations under the Restructuring
Support Agreement and the transactions contemplated by the Plan and
the Restructuring Support Agreement, subject to all applicable
orders of the Bankruptcy Court and the provisions of the Bankruptcy
Code.

The Reorganized Debtors shall fund distributions and satisfy
applicable Allowed Claims under the Plan with Cash on hand and the
proceeds of the New ABL/Term Loan Facility.

A copy of the First Amended Plan is available for free at:

       http://bankrupt.com/misc/deb18-12309-347.pdf

                       About ONE Aviation

Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation
--  http://www.oneaviation.aero-- and its subsidiaries are
original equipment manufacturers of twin-engine light jet aircraft.
Primarily serving the owner/operator, corporate, and aircraft
charter markets, the Debtors are on the forefront of private
aviation technology. The Debtors provide maintenance and upgrade
services for their existing fleet of aircraft through two
Company-owned Platinum Service Centers in Albuquerque, New Mexico
and Aurora, Illinois, five licensed, global Gold Service Centers in
locations including San Diego, California, Boca Raton, Florida,
Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey,
as well as a research and development center located in Superior,
Wisconsin.  The Debtors currently employ 64 individuals.  

ONE Aviation and its affiliates filed for chapter 11 bankruptcy
protection (Bankr. D. Del. Case. Nos. 18-12309 - 18-12320) on Oct.
9, 2018, listing its estimated assets at $10 million to $50 million
and estimated liabilities at $100 million to $500 million. The
petition was signed by Alan Klapmeier, CEO.


OUR TOWN ASSOCIATES: Secured Creditor Objects to Plan Outline
-------------------------------------------------------------
Secured creditor U.S. Bank National Association, as Trustee for the
Registered Holders of LB-UBS Commercial Mortgage Trust 2007-C6,
Commercial Mortgage Pass-Through Certificates, Series 2007-C6,
filed an objection to Our Town Associates, LLC's disclosure
statement explaining its plan of reorganization.

Secured Creditor holds a first priority, perfected security
interest in, inter alia, certain real property owned by Debtor
commonly known as 971 N. Main Street, Mooresville, NC 28115 (the
"Property") and the rents, income and profits generated therefrom.
The Property consists of a 50,825 square foot shopping center in
historic downtown Mooresville, North Carolina. Secured Creditor is
the holder of a loan under which it was owed approximately
$3,349,519.22 from Debtor as of August 22, 2018, plus additional
accrued interest, fees, expenses and charges permitted under the
parties' loan documents. The loan matured on August 11, 2017, more
than a year prior to the bankruptcy filing, and Debtor failed to
pay off the loan at the maturity date. For this and other reasons,
the loan is in default.

Prior to the petition date, the Secured Creditor instituted
proceedings in state court to appoint a receiver for and foreclose
upon the Property. The Debtor concedes that it filed this
bankruptcy case for the express purpose of staying these
proceedings.

Secured Creditor complains that the Disclosure Statement and Plan
suffer from deficiencies and provide, inter alia, that Secured
Creditor’s Class One Secured Claim "shall be amortized over
thirty (30) years, bear interest at 5.5% and be due in full within
six months after the Effective Date. The monthly payments will be
$19,304.83. The balloon payment in six months will be approximately
$3,376,000."

The Disclosure Statement does not satisfy the requirements of 11
U.S.C. section 1125 because it lacks adequate information and
describes a plan that is facially unconfirmable. Accordingly,
approval of the Disclosure Statement should be denied.

A copy of the Secured Creditor's Objection is available at
https://is.gd/DFLukR from Pacermonitor.com at no charge.

The Troubled Company Reporter previously reported that Our Town
will retain all Estate Property. Our Town will continue to operate
as a debtor in possession, subject to all applicable orders of the
Bankruptcy Court, and will dedicate the income from the Shopping
Center to the funding of the Plan.

A full-text copy of the Disclosure Statement dated December 19,
2018, is available at:

         http://bankrupt.com/misc/vaeb18-1872950VJ-58.pdf

Counsel for the Secured Creditor:

     Valerie P. Morrison, Esq.
     Dylan G. Trache, Esq.
     NELSON MULLINS RILEY & SCARBOROUGH LLP
     101 Constitution Avenue, NW, Suite 900
     Washington, DC 20001
     Telephone: (202) 689-2800
     Facsimile: (202) 689-2860
     Email: val.morrison@nelsonmullins.com
            dylan.trache@nelsonmullins.com

                 About Our Town Associates

Our Town Associates, LLC, based in Virginia Beach, VA, filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 18-72950) on Aug. 22,
2018.  In the petition signed by Jon S. Wheeler, manager of
Boulevard Capital, LLC, managing member, the Debtor disclosed
$3,105,463 in assets and $3,486,042 in liabilities.  Crowley
Liberatore Ryan & Brogan, P.C., serves as counsel to the Debtor.


OXFORD ASSOCIATES: Benedict Buying Hudson View Shares for $3.5M
---------------------------------------------------------------
Oxford Associates Group, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to authorize the sale of its
interests in the shares of cooperative stock in Hudson View Owners
Corp. allocated in blocks to 50 apartments in the buildings located
at 632, 650 and 678 Warburton Avenue, Yonkers, New York, together
with the appurtenant proprietary leases and existing subleases with
tenants of the Apartments, to Benedict Realty Group, LLC for
$3,515,000, pursuant to the terms of the proposed Purchase and Sale
Agreement, dated as of Jan. 14, 2019, subject to any higher or
better offers.

Pursuant to a Contract of Sale between the Debtor, as the
purchaser, and Aqueduct Holding Corp, as the seller, dated Oct. 7,
1994, the Debtor acquired the unsold shares of cooperative stock
allocated to 130 apartments located in the Premises.  Aqueduct had
been the initial sponsor of Hudson View.  Over the course of
approximately the ensuing 20 years, the Debtor sold the shares of
cooperative stock allocated to 79 of the apartments.  

The Debtor continues to hold the "unsold shares" of cooperative
stock allocated to the following 51 apartments: (i) 632 Warburton
Avenue - Units 3B, 3C, 3D, 3F, 3}, 31., 3M, 4C, 4E, 5A, 5K, 6K, 7A,
7B, 7C, 7D, 7E, 7F, 7H and 8A; (ii) 650 Warburton Avenue - Units
2E, 2F, 2], 2K, 2L, 3E, 5D, 5H1, SI, 5M, 7E, 71 and 7K; and (iii)
678 Warburton Avenue - Units 2E, 2}, 2L, 4F, 4H, 41, 5D, SG, 51,
6A, 61), 6F, 6H, 61, 61., 7D, 7E and 7H.

The Debtor's Apartments range in size from studio (2 units), to one
bedroom/one bathroom (24 units), junior 4 (9 units), two
bedrooms/one bathroom (3 units), and to two bedrooms/two bathrooms
(13 units).  The Debtor subleases each of the apartments to
third-party subtenants.  Twenty-nine of its apartments are "free
market" units while the other 22 units are subject to rent
stabilization laws.  The Debtor's management of the apartments
represents its sole business purpose and the rents generated
thereby represent its only source of revenue.

On Jan. 29, 201 6, the Debtor executed and delivered a $1.4 million
promissory note to Flushing Bank.  The amounts owed under the
Mortgage Note are secured by, among other collateral, liens against
the shares of cooperative stock allocated to 39 of the Debtor's
apartments.   Flushing Bank fully paid the disputed maintenance
amounts asserted by Hudson View, declared the Debtor in default
under the loan documents and accelerated the amounts payable under
the Mortgage Note.

On Oct. 3, 2017, Flushing Bank filed a proof of claim in the
Debtor's case (Claim No. 3) asserting an indebtedness under the
Mortgage Note purportedly totaling $1,698,127 as of the Petition
Date secured by the Mortgage Liens.  Notwithstanding its
acceleration of the Mortgage Note, Flushing Bank has accepted
ordinary monthly payments from the Debtor subsequent to the
Petition Date.  Pursuant to a payoff statement dated Aug. 21, 2018
provided to the Debtor by Flushing Bank, Flushing Bank is owed
$1,671,123 as of Aug. 31, 2018, inclusive of the disputed
maintenance-related amounts which Flushing Bank paid directly to
Hudson View.  The Debtor is current on its post—Petition Date
obligations to Flushing Bank as of the date of the Motion.

On Jan. 3, 2018, Hudson View filed a proof of claim in the Debtor's
case (Claim No. 6) asserting an indebtedness purportedly totaling
$375,099 as of the Petition Date.

On Aug. 24, 2018, the Debtor filed an objection to Hudson View's
claim.   The Debtor is current on its post-Petition Date
maintenance obligations to Hudson View as of the date of the
Motion.  In the interim, the Debtor and Hudson View filed competing
proposed chapter 11 plans and corresponding disclosure statements.
The Debtor will shortly be filing a proposed amended chapter 11
plan providing for the distribution of the proceeds of the sale of
its interests in the Shares and corresponding assumption and
assignment of the Proprietary Leases and the Occupancy Leases in
full payment of all allowed claims against the Debtor.

By the order entered on Jan. 9, 2019, the disclosure statement in
connection with Hudson View's proposed plan, which provides for a
block sale of all of the shares of cooperative stock owned by the
Debtor under the supervision and control of a yet unnamed "Plan
Administrator."  A hearing to consider confirmation of Hudson
View's Plan is currently scheduled to be held on Feb. 14, 2019.

The Debtor, with the assistance of its professionals (including BSL
Holdings, LLC, doing business as Century 21 Schneider Realty which
was retained as the Debtor's exclusive real estate broker), has
been working to find a suitable purchaser for the shares of
cooperative stock allocated to some or all of the Debtor's
apartments.  As a result of those efforts, the Debtor was
introduced to the Proposed Purchaser (through Mark Zborovsky, LLC,
a cooperating broker) and extensive arms-length negotiations with
the assistance of independent counsel ensued as to mutually
agreeable terms of a sale of all of the Debtor's interests in the
Shares, Proprietary Leases and Occupancy Agreements for the
Apartments (3 total of 50 of the 51 apartments owned by the Debtor,
i.e., all of the Debtor's apartments other than Unit 5H at 650
Warburton Avenue).  The Debtor and the Proposed Purchaser
subsequently entered into the PSA.

The salient terms of the APA are:

     a. Purchase Price: $3,515,000

     b. The proposed sale is for "all cash" and is not subject to
any mortgage contingency;

     c. The proposed Purchaser will take the Apartments "as is."

     d. The Debtor will assume and assign the Proprietary Leases
and the Occupancy Leases to the Proposed Purchaser at closing.

     e. Deposit: $351,500

     f. Break-up Fee: $50,000

     g. The proposed Purchaser's obligation to close is conditioned
on the entry of an Order providing, among other things, that the
Proposed Purchaser will be a "successor sponsor" and holder of the
"unsold shares" allocated to each of the Apartments.

The Debtor believes that the proceeds of the sale under the PSA
(together with the proceeds of the separate sale of Unit 5H at 650
Warburton Avenue and other available cash) will be sufficient to
satisfy all of its pre and post-Petition Date obligations as
provided for under the Debtor's Plan.

The proposed Purchaser's $3,515,000 offer remains subject to any
higher or better offers.  As such, the Debtor has or shortly will
be filing a separate motion asking the entry of a Bidding
Procedures Order, establishing bidding and noticing procedures, and
scheduling auction and hearing dates, in connection with the
proposed sale of the Shares and corresponding assumption and
assignment of the Proprietary Leases and the Occupancy Leases.

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

   http://bankrupt.com/misc/Oxford_Associates_132_Sales.pdf

The Purchaser:

          BENEDICT REALTY GROUP, LLC
          150 Great Neck Road, Suite 402
          Great Neck, NY 11201

                About Oxford Associates Group

Oxford Associates Group Inc., a New York corporation, owns 39
residential cooperative units located along Warburton Avenue,
Yonkers.

Oxford Associates Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on Sept. 5,
2017.  In the petition signed by George Kyriakoudes, president, the
Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Mary Kay Vyskocil oversees the case.  The Debtor
hired Pick & Zabicki LLP as its legal counsel.


PALADIN HOSPITALITY: Plan Filing Date Extended to May 13
--------------------------------------------------------
The Bankruptcy Court extended the time by which Paladin
Hospitality, LLC, has exclusive right to file a plan for 90 days
through and including May 13, 2019, and the time by which the
Debtor has exclusive right to solicit acceptances of the plan
through and including June 13, 2019.

                 About Paladin Hospitality

Paladin Hospitality, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-67292) on Oct. 12,
2018.  In the petition signed by Earl E. Cloud, III, owner, the
Debtor estimated assets of less than $50,000 and debts of less than
$1 million.  The Debtor tapped William Anderson Rountree, Esq., at
Rountree & Leitman, LLC, as counsel.  No official committee of
unsecured creditors has been appointed in the Chapter 11 case.


PAREXEL INTERNATIONAL: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which PAREXEL
International Corporation is a borrower traded in the secondary
market at 95.18 cents-on-the-dollar during the week ended Friday,
January 11, 2019, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents an increase of 4.66 percentage
points from the previous week. PAREXEL International pays 300 basis
points above LIBOR to borrow under the $2.065 billion facility. The
bank loan matures on September 25, 2024. Moody's rates the loan
'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan
is one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 11.


PG&E CORP: Files for Reorganization Under Chapter 11
----------------------------------------------------
PG&E Corporation and its primary operating subsidiary, Pacific Gas
and Electric Company, on Jan. 29, 2019, filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of California.

Throughout the forthcoming process, PG&E remains committed to:

    * Delivering safe and reliable electric and natural gas service
to customers;

    * Continuing to make critical investments in system safety and
maintenance;

    * Supporting the orderly, fair and expeditious resolution of
its liabilities resulting from the 2017 and 2018 wildfires;

    * Working with customers, civic leaders, regulators,
policymakers, the financial community and other key stakeholders to
consider alternatives to provide for the safe delivery of natural
gas and electricity and new safety solutions in an environment
challenged by climate change; and

    * Assisting customers and communities impacted by wildfires in
Northern California.

PG&E's restoration and rebuilding efforts will continue.

"Our most important responsibility is and must be safety, and that
remains our focus.  Throughout this process, we are fully committed
to enhancing our wildfire safety efforts, as well as helping
restoration and rebuilding efforts across the communities impacted
by the devastating Northern California wildfires. We also intend to
work together with our customers, employees and other stakeholders
to create a more sustainable foundation for the delivery of safe,
reliable and affordable service in the years ahead. To be clear, we
have heard the calls for change and we are determined to take
action throughout this process to build the energy system our
customers want and deserve," said John R. Simon, PG&E Corporation
Interim CEO.

In conjunction with the filings, PG&E also filed a motion seeking
interim and final Court approval to enter into an agreement for
$5.5 billion in debtor-in-possession (DIP) financing with J.P.
Morgan, Bank of America, Barclays, Citi, BNP Paribas, Credit
Suisse, Goldman Sachs, MUFG Union Bank and Wells Fargo acting as
joint lead arrangers.  PG&E expects the Court to rule on the DIP
motion, on an interim basis, in the coming days.  The DIP
financing, when approved, will provide PG&E with necessary capital
to ensure essential maintenance and continued investments in safety
and reliability for the expected duration of the Chapter 11 cases.

"Through this process, we will prioritize what matters most to our
customers and the communities we serve -- safety and reliability.
We believe that this process will make sure that we have sufficient
liquidity to serve our customers and support our operations and
obligations," Mr. Simon said.

"I know that our 24,000 dedicated employees remain steadfastly
focused on delivering safe and reliable natural gas and electric
service for the 16 million people across our service area," said
Mr. Simon. "Each day I see the hard work and resilience of our
team, and I thank them for their continued dedication to working
safely and delivering for our customers."

As part of the filings, PG&E also filed various motions with the
Court in support of its reorganization, including requesting
authorization to continue paying employee wages and providing
healthcare and other benefits.  In the filings, PG&E also asked for
authority to continue existing customer programs, including low
income support, energy efficiency and other programs supporting
customer adoption of clean energy.  PG&E expects the Court to act
on these requests in the coming days.  PG&E also intends to pay
suppliers in full under normal terms for goods and services
provided on or after the filing date of Jan. 29, 2019.

                            Tubbs Fire

On Jan. 24, 2019, CAL FIRE released the results of its
investigation of the 2017 Tubbs Fire, which concluded that PG&E
equipment did not cause the fire.  The comprehensive analysis
underlying PG&E's decision to pursue reorganization under Chapter
11, conducted with the assistance of independent legal and
financial advisors, took into account PG&E's longstanding belief
based on available evidence that its equipment did not cause the
Tubbs Fire.  As such, PG&E continues to believe that the Chapter 11
process will facilitate the orderly, fair and expeditious
resolution of the liabilities that have arisen and will continue to
arise in connection with the 2017 and 2018 Northern California
wildfires.

               PG&E's Prepetition Indebtedness

Excluding any potential liabilities associated with the 2017 and
2018 Northern California wildfires, which could exceed $30 billion,
the Debtors' prepetition indebtedness consists of:

   1. Revolving Credit Facilities. Each of PG&E Corp. and the
Utility are party to a separate revolving credit agreement with
Bank of America, N.A., and Citibank, N.A., respectively, as
administrative agents.  The Revolving Credit Facility to which PG&E
Corp. is a party permits borrowings up to an aggregate principal
amount of $300 million.  The Revolving Credit Facility to which the
Utility is a party permits borrowings up to an aggregate amount of
$3 billion.  The termination date of each facility was extended in
May, 2017, by one year to April 27, 2022.  As of Dec. 31, 2018, the
Utility's aggregate borrowings under its Revolving Credit Facility
included $2.85 billion of revolving credit loans, and approximately
$80 million of letters of credit outstanding.

As of Dec. 31, 2018, PG&E Corp.'s aggregate borrowings outstanding
under its Revolving Credit Facility were in the amount of $300
million.

   2. Term Loans. PG&E Corp. has an outstanding unsecured term loan
in the principal amount of $350 million that matures on April 16,
2020 in connection with the Term Loan Agreement, dated as of April
16, 2018, among PG&E Corporation, as borrower, the several lenders
party thereto and Mizuho Bank Ltd., as administrative agent.  In
addition, the Utility has an outstanding unsecured term loan in the
principal amount of $250 million that matures on Feb. 22, 2019, in
connection with the Term Loan Agreement dated as of Feb. 23, 2018,
among the Utility, as borrower, The Bank of Tokyo-Mitsubishi UFJ,
Ltd., as administrative agent and a lender, and U.S. Bank National
Association, as a lender.

   3. Senior Notes. The Utility has outstanding various issues of
senior notes with varying interest rates and maturities ranging
from 2020 to 2047, in the aggregate outstanding principal amount of
approximately $17.5 billion.

      * Approximately $14.7 billion outstanding, plus interest,
fees and other expenses arising under or in connection with the
indenture, dated as of April 22, 2005, between the Utility, as
issuer, and The Bank of New York Mellon Trust Company, N.A.

      * $2.0 billion outstanding, plus interest, fees and other
expenses arising under or in connection with the indenture, dated
as of November 29, 2017, between the Utility, as issuer, and The
Bank of New York Mellon Trust Company, N.A., as trustee.

      * $800 million outstanding, plus interest, fees and other
expenses arising under or in connection with the indenture, dated
as of August 6, 2018, between the Utility, as issuer, and The Bank
of New York Mellon Trust Company, N.A., as trustee.

      The Senior Notes are unsecured obligations of the Utility and
are not guaranteed by PG&E Corp.

   4. Pollution Control Bonds.  The California Pollution Control
Financing Authority and the California Infrastructure and Economic
Development Bank have issued various series of fixed-rate and
multi-modal tax-exempt pollution control bonds for the benefit of
the Utility in the aggregate outstanding principal amount of
approximately $860 million.  Approximately $760 million in
principal amount of such pollution control bonds are backed by
letters of credit.  The obligations under the reimbursement
agreements entered into by the Utility in connection with the
issuance of the letters of credit are unsecured obligations of the
Utility and are not guaranteed by PG&E Corp.

   5. Trade Payables.  As of Jan. 28, 2019, PG&E's outstanding
trade payables totaled approximately $2.1 billion.

As of Sept. 30, 2018, PG&E Corp. had 518,674,276 shares of common
stock outstanding.

PG&E Corp. has authorized 75 million shares of no par value
preferred stock and 5 million shares of $100 par value preferred
stock. No such preferred stock is outstanding.

                    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.

As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.

PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp.  Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.

On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).

PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018.  The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.

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

In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer.  In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer.  Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.


PG&E CORP: Says Chapter 11 Not Meant to Evade Wildfire Claims
-------------------------------------------------------------
PG&E Corp. said in filings before the U.S. Bankruptcy Court for the
Northern District of California that its decision to seek relief
under chapter 11 followed a comprehensive review of all realistic
alternatives and the consideration and balancing of a variety of
factors, including:

  (a) the need for an orderly, fair, and expeditious process to
assess and resolve PG&E's potential liabilities resulting from the
2017 and 2018 Northern California wildfires; and

  (b) how to best preserve and maximize the value of PG&E's
business enterprise for the benefit of all of its economic
stakeholders, including wildfire claimants, PG&E's other creditors,
and PG&E Corp.'s shareholders.

Jason P. Wells, senior vice president and CFO of PG&E Corp.,
explains that to be clear, the Chapter 11 cases are not a strategy
or attempt to avoid PG&E's responsibility for the heartbreaking and
tragic loss of life, devastating damage and destruction to homes
and businesses, and harm to the communities that has been incurred
as a result of the 2017 and 2018 Northern California wildfires.
Rather, the principal objectives of the Chapter 11 cases are
directly to the contrary:

   * To establish a process for PG&E to fully address and resolve
its liabilities resulting from the 2017 and 2018 Northern
California wildfires and to provide compensation to those entitled
to compensation from the Debtors fairly and expeditiously --
indeed, more quickly and more equitably than those liabilities
could be addressed and resolved in the state court system;

   * To restore PG&E's financial stability and assure that PG&E has
access to the capital and resources necessary to sustain and
support its ongoing operations and to enable PG&E to continue
investing in its systems infrastructure and critical safety and
wildfire prevention initiatives, including investing in PG&E's
Community Wildfire Safety Program (a program to further reduce
wildfire risks and help keep customers and the communities it
serves safe through enhanced real-time monitoring and intelligence,
safety measures, and electrical system equipment);

   * To work collaboratively and constructively with State
regulators and policy makers to (a) address safety, and operational
and structural reforms; (b) determine the most effective way for
PG&E to provide safe and reliable electric and natural gas service
to its customers and communities for the long term; and (c) address
the significant increase in wildfire risk in an environment that
continues to be challenged by climate change and its ongoing and
future impact on California, including on PG&E and its operations;
and

   * To enable PG&E to continue its extensive restoration and
rebuilding efforts to assist the communities affected by the 2017
and 2018 Northern California wildfires.

Chapter 11 provides the unique opportunity for all of the wildfire
claims asserted and to be asserted against the Debtors to be
comprehensively addressed in one forum.  It will avoid the lengthy
process necessarily attendant to the state court system (including
applicable statutes of limitation) and, perhaps more importantly,
avoid the risk that, due to PG&E's financial condition, those
having their wildfire claims dealt with earlier in the state court
process will fare substantially better than other wildfire
claimants.  Chapter 11 mandates that all wildfire claimants be
treated similarly, and provides the statutory framework and tools
to accomplish that goal on an expedited basis.

PG&E could have accessed a limited amount of secured indebtedness
or other alternative forms of capital to temporarily extend its
liquidity runway outside of chapter 11.  That alternative, however,
was not a solution nor was it in the best interests of PG&E's
stakeholders, including wildfire claimants (who could face
subordination of their claims in certain circumstances).  This
course of action would not have addressed the fundamental issues
facing PG&E -- it was not a feasible way to address and resolve the
thousands of wildfire claims and to assure PG&E would have the
liquidity necessary to sustain ongoing operations, as well as
service its outstanding funded debt.

It also is important to recognize that Senate Bill 901 ("SB 901"),
which was enacted by the California legislature in September 2018,
to address a portion of the liabilities PG&E faced in connection
with the 2017 Northern California wildfires -- through the issuance
of recovery bonds (referred to as "securitization") -- does not
address wildfires occurring in 2018. Since the 2018 Camp Fire and
in view of PG&E's potential liabilities relating to the Camp Fire,
PG&E has been in regular contact with representatives of the
Governor's office and the relevant regulatory agencies, including
the staff of the California Public Utilities Commission (the
"CPUC"), and has apprised those parties as to PG&E's financial
condition and its projected liquidity profile.

Although, as reported, there were initial indications that relief
similar to that provided for the 2017 Northern California wildfires
might be available for the 2018 Camp Fire, that relief is not
available absent further legislation.  As of the Petition Date,
there is no prospect of legislation being enacted on a timely
basis, if at all, to implement the extraordinary measures necessary
to stabilize PG&E's financial condition and avoid the necessity of
seeking relief under chapter 11.

Additionally, on January 10, 2019, the CPUC adopted an Order
Instituting Rulemaking (the "OIR"), which established a process to
develop criteria and a methodology to determine the amount of
PG&E's cost recovery related to the 2017 Northern California
wildfires.  Based on the OIR, PG&E believes that any recovery of
costs related to the 2017 Northern California wildfires would not
occur, if at all, until (a) PG&E has paid claims relating to such
wildfires, (b) application for recovery of such costs has been
made, and (c) the CPUC has made a determination that such costs are
just and reasonable or in excess of the disallowance threshold to
be established by the CPUC.  Therefore, PG&E does not expect that
it would be permitted to securitize costs relating to the 2017
Northern California wildfires on an expedited or emergency basis.
Additionally, based on the OIR as well as prior experience and
precedent, PG&E also believes that it likely would take years for
it to be able to recover through securitization any amount related
to the 2017 Northern California wildfires, further exacerbating the
situation facing the Debtors.

Seeking relief under chapter 11, however, has enabled the Debtors
to obtain a commitment for debtor in possession financing in the
amount of $5.5 billion.  The DIP Financing, which is subject to the
Court's approval, together with cash on hand and the revenues
generated from operations, will provide the Debtors with the
liquidity to fund their operations, administer the Chapter 11
Cases, and to make the necessary expenditures to invest in their
infrastructure, including investments to further reduce wildfire
risk.

The Chapter 11 Cases represent the best means to preserve and
maximize the value of the Debtors' business enterprise and are in
the best interests of all of their economic stakeholders, including
wildfire claimants, the Debtors' other creditors, and PG&E Corp.'s
shareholders.  Chapter 11 will provide the Debtors and all parties
in interest with one forum to comprehensively address and resolve
the Debtors' wildfire liabilities in a fair and expeditious manner,
and will assure equality of treatment among all similarly-situated
creditors of the Debtors -- wildfire claimants, debtholders and
others.  Additionally, the Chapter 11 Cases will assure that PG&E
has the resources, financial and otherwise, to sustain its
operations, provide critical utility services safely and reliably,
and continue its efforts to rebuild and restore the communities
which it serves.

By the Numbers

   * The Debtors' potential exposure with respect to the 2017 and
2018 Northern California wildfires could exceed $30 billion,
exclusive of potential punitive damages, fines and penalties, or
damages with respect to future claims.

   * As of Jan. 11, 2019, the Debtors were aware of approximately
46 complaints on behalf of at least 2,000 plaintiffs related to the
2018 Camp Fire, six of which seek to be certified as class
actions.

   * As of Jan. 11, 2019, PG&E was aware of 700 complaints on
behalf of at least 3,600 plaintiffs related to the 2017 Northern
California wildfires, five of which seek to be certified as class
actions.

   * Various government entities, including Mendocino, Napa and
Sonoma Counties and the City of Santa Rosa, also have asserted
claims against PG&E based on the damages that these government
entities allegedly suffered as a result of the 2017 Northern
California wildfires.

   * PG&E also expects to be the subject of thousands of additional
claims in connection with the 2017 and 2018 Northern California
wildfires.

   * PG&E has $840 million of insurance coverage for liabilities,
including wildfire events, for the period Aug. 1, 2017 through July
31, 2018.  During the third quarter of 2018, PG&E renewed its
liability insurance coverage for wildfire events in the aggregate
amount of approximately $1.4 billion for the period from Aug. 1,
2018 through July 31, 2019.  The Debtors expect that their losses
with respect to the 2017 and 2018 Northern California wildfires
will greatly exceed available insurance.

   * The Debtors enter chapter 11 with only $860 million of
aggregate cash.  Approximately $250 million of that cash is
comprised of customer deposits that the Debtors believe should not
be used to fund their operations and working capital needs.

  * The Debtors project capital spending to exceed cash flow from
operations by approximately $1.6 billion in each of 2019 and 2020
largely driven by projected capital spending of $6.6 billion in
2019 and $6.9 billion in 2020, as well as other investing
activities of more than $300 million forecasted for 2019 and more
than $125 million for 2020.  Cash flow from operations is
forecasted to be $5.3 billion in 2019 and $5.5 billion in 2020.
This creates an aggregate operating cash flow deficit after capital
expenditures of nearly $3.2 billion over the two-year forecast
period which PG&E must finance externally.

   * To account for the impacts of chapter 11, the working capital
effect of the notice under SB 901, and anticipated chapter 11
expenses, the Debtors have determined that Pacific Gas  would
require $5.5 billion of debtor in possession financing over a
two-year period.

   * The DIP facilities from the DIP lenders consist of three
components: (a) the DIP Revolving Credit Facility with aggregate
commitments of $3.5 billion, including a DIP L/C Sub-Facility in an
aggregate amount of $1.5 billion; (b) the DIP Term Loan Facility in
an aggregate principal amount of $1.5 billion; and (c) the DIP
Delayed Draw Term Loan Facility in an aggregate principal amount of
$500 million.

   * In the event the Chapter 11 cases extend beyond 2020, the DIP
Facility permits the Debtors, subject to Court approval and
obtaining commitments from lenders, to access up to $4 billion of
incremental DIP Financing.

                    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.

As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.

PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp.  Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.

On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).

PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018.  The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.

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

In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer.  In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer.  Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.


PG&E CORP: Seeks Court Approval of $5.5 Billion DIP Financing
-------------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company seek approval
from the U.S. Bankruptcy for the Northern District of California to
obtain DIP financing of up to $5.5 billion.

The DIP Facilities consist of three components:

     (a) the DIP Revolving Credit Facility with aggregate
         commitments of $3.5 billion, including a DIP L/C
         Sub-Facility in an aggregate amount of $1.5 billion;

     (b) the DIP Term Loan Facility in an aggregate principal
         amount of $1.5 billion; and

     (c) the DIP Delayed Draw Term Loan Facility in an aggregate
         principal amount of $500 million.

The DIP Facilities also provide the Debtors the flexibility to
obtain up to an additional $4.0 billion in incremental term loan
and/or revolving commitments, subject to further approval by the
Court and satisfaction or waiver of customary conditions.

The DIP Credit Agreement is subject to approval by the Bankruptcy
Court, which has not been obtained at this time.  The Debtors are
seeking 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 on or about
Jan. 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.  The Debtors are unable to predict the date of
the final hearing but expect it to occur within 30 to 45 days after
the Petition Date.  The Debtors anticipate that the DIP Credit
Agreement will become effective promptly following interim approval
of the DIP Facilities by the Bankruptcy Court.

The DIP Facilities will include these features:

   * Borrower: Pacific Gas and Electric Company

   * Guarantors: PG&E Corporation.

   * DIP Lenders: The several lenders from time to time party to
     the DIP Credit Agreement (the "DIP Lenders").  JPMorgan
     Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC,
     Citibank, N.A., BNP Paribas, Credit Suisse AG, Goldman Sachs
     Bank USA, MUFG Union Bank, N.A. and Wells Fargo Bank,
     National Association, also serve as issuing lenders under
     the DIP L/C Sub-Facility (each, an "Issuing Lender").

   * DIP Agents: JPMorgan Chase Bank, N.A., is the administrative
     agent.  Citibank, N.A. is the collateral agent.

   * Lead Arrangers and Bookrunners: J.P. Morgan Securities LLC,
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays
     Bank PLC, Citibank, N.A., BNP Paribas Securities Corp.,
     Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, MUFG
     Union Bank, N.A. and Wells Fargo Securities, LLC.

   * Interest Rates: DIP Revolving Loans will accrue interest at
     L+225 bps per annum and DIP Term Loans and DIP Delayed Draw
     Term Loans will each accrue interest at L+250 bps per annum;
     default interest will equal an additional 2% per annum.

   * Expenses and Fees:

      1. DIP Revolving Credit Facility Unused Fees: 0.375% per
         annum for undrawn availability under the Revolving
         Credit Facility.

      2. DIP Delayed Draw Term Loan Facility Unused Fees:
         (a) from (and including) the Allocation Date to (and
         including) the date that is 180 days after the
         Allocation Date, 1.25% per annum, and (b) from (and
         including) the date that is 181 days after the
         Allocation Date to (and including) the last day of the
         Delayed Draw Commitment Period, 2.50% per annum, in each
         case for undrawn Delayed Draw Term Loans.

      3. L/C Fronting Fee: 0.125% per annum payable to the
         applicable Issuing Lender on the outstanding face amount
         of each letter of credit.

      4. L/C Participation Fee: 2.25% per annum on the
         outstanding face amount of each letter of credit.

      5. Extension Fee: 0.25% (12-month extension).

      Other fees are set forth in the fee letters to be provided
      under seal to the Court and the U.S. Trustee.

   * Maturity Date: Dec. 31, 2020, subject to Pacific Gas' option
     to extend the term by additional 12 months in accordance
     with the terms and conditions of the DIP Credit Agreement
     including the payment of a 25 bps extension fee on the then
     outstanding loans and commitments.

   * Events of Default: Material events of default include
     defaults in payment obligations, the appointment of a
     trustee or examiner, and a Final DIP Order not being entered
     by April 15, 2019.

   * Milestones: No milestones related to assets sales or a plan
     of reorganization.

As a result of a marketing process conducted prepetition, the
Debtors have obtained DIP Financing on favorable terms. The DIP
Facilities also provide flexibility to PG&E to use $4 billion of
asset sale and condemnation proceeds for general corporate
purposes; for any proceeds above the $4 billion carve-out, the
Company maintains a reinvestment right of 180 days, subject to a
further 180 day extension, thereby providing significant
flexibility to PG&E to finance its business.  Furthermore, the DIP
Facilities are structured with an extension option for a third year
in order to accommodate the Company in the event that the Chapter
11 Cases extend beyond the original December 2020 maturity date of
the financing.

The DIP Facilities additionally provide the Company with permission
to raise up to $4 billion of incremental, pari passu DIP financing
to fund a third year of the Chapter 11 Cases or address other
financing needs that result while in Chapter 11.  The DIP
Facilities do not subject PG&E to any milestones related to a sale
or plan process, leaving the Debtors with adequate time and
flexibility to develop and implement a restructuring that is in the
best interests of their estates. Further, the DIP Facilities
contain no budget variance or other financial covenants.  This
flexibility is especially important for PG&E, as the
unpredictability of its business (including fluctuating commodity
prices and demand, driven by weather and other difficult to predict
factors) leads to significant variability in its cash flow and
working capital needs.  In sum, given the DIP Facilities'
competitive economic terms and flexible structure, the DIP
Facilities are the best financing available to PG&E.

A full-text of the DIP Financing Motion is available for free at:

         http://bankrupt.com/misc/PGE_23_M_DIP_Financing.pdf

PG&E says the commencement of the Chapter 11 Cases constituted an
event of default or termination event, and caused the automatic and
immediate acceleration of all debt outstanding under or in respect
of a number of instruments and agreements relating to direct
financial obligations of the Debtors.  The material Accelerated
Direct Financial Obligations include:

     (A) Credit Facilities

          * $2.885 billion of borrowings, plus interest, fees and
            other expenses arising under or in connection with
            the Second Amended and Restated Credit Agreement
            dated as of April 27, 2015, among the Utility, as
            borrower, the several lenders party thereto and
            Citibank N.A., as administrative agent

          * $250 million of borrowings, plus interest, fees and
            other expenses arising under or in connection with
            the Term Loan Agreement dated as of Feb. 23, 2018,
            among the Utility, as borrower, The Bank of Tokyo-
            Mitsubishi UFJ, Ltd., as administrative agent and a
            lender, and U.S. Bank National Association, as a
            lender

          * $300 million of borrowings, plus interest, fees and
            other expenses arising under or in connection with
            the Second Amended and Restated Credit Agreement,
            dated April 27, 2015, among PG&E Corporation, as
            borrower, the several lenders party thereto and Bank
            of America, N.A., as administrative agent

          * $350 million of borrowings, plus interest, fees and
            other expenses arising under or in connection with
            the Term Loan Agreement, dated as of April 16, 2018,
            among PG&E Corp., as borrower, the several lenders
            party thereto and Mizuho Bank Ltd., as administrative
            agent

     (B) Outstanding Senior Notes

          * Approximately $14.7 billion outstanding, plus
            interest, fees and other expenses arising under or in
            connection with the indenture, dated as of April 22,
            2005, as the same has been amended and supplemented
            from time to time, between the Utility, as issuer,
            and The Bank of New York Mellon Trust Company, N.A.,
            as trustee, including:

            $800 million of 3.50% Senior Notes due 2020
            $300 million of 4.25% Senior Notes due 2021
            $250 million of 3.25% Senior Notes due 2021
            $400 million of 2.45% Senior Notes due 2022
            $375 million of 3.25% Senior Notes due 2023
            $300 million of 3.85% Senior Notes due 2023
            $450 million of 3.75% Senior Notes due 2024
            $350 million of 3.40% Senior Notes due 2024
            $600 million of 3.50% Senior Notes due 2025
            $600 million of 2.95% Senior Notes due 2026
            $400 million of 3.30% Senior Notes due 2027
            $3,000 million of 6.05% Senior Notes due 2034
            $950 million of 5.80% Senior Notes due 2037
            $400 million of 6.35% Senior Notes due 2038
            $550 million of 6.25% Senior Notes due 2039
            $800 million of 5.40% Senior Notes due 2040
            $250 million of 4.50% Senior Notes due 2041
            $400 million of 4.45% Senior Notes due 2042
            $350 million of 3.75% Senior Notes due 2042
            $375 million of 4.60% Senior Notes due 2043
            $500 million of 5.125% Senior Notes due 2043
            $675 million of 4.75% Senior Notes due 2044
            $600 million of 4.30% Senior Notes due 2045
            $450 million of 4.25% Senior Notes due 2046
            $600 million of 4.00% Senior Notes due 2046

          * $2.0 billion outstanding, plus interest, fees and
            other expenses arising under or in connection with
            the indenture, dated as of November 29, 2017, between
            the Utility, as issuer, and The Bank of New York
            Mellon Trust Company, N.A., as trustee, including:

            $1,150 million of 3.30% Senior Notes due 2027
            $850 million of 3.95% Senior Notes due 2047

          * $800 million outstanding, plus interest, fees and
            other expenses arising under or in connection with
            the indenture, dated as of August 6, 2018, between
            the Utility, as issuer, and The Bank of New York
            Mellon Trust Company, N.A., as trustee, including:

            $500 million of 4.25% Senior Notes due 2023
            $300 million of 4.65% Senior Notes due 2028

     (C) Outstanding Pollution Control Bonds

          * Obligations to repay $100 million pursuant to certain
            loan agreements supporting $100 million outstanding
            indebtedness in respect of, plus interest, fees and
            other expenses arising in respect of or in connection
            with, 1.75% Series 2008 F and 2010 E pollution
            control bonds due 2026

          * Obligations to repay up to a maximum of $771 million
            pursuant to certain reimbursement agreements in
            respect of letters of credit provided by commercial
            banks in support of variable rate 1996 C, 1996 E,
            1996 F, 1997 B, 2009 A and 2009 B pollution control
            bonds due 2026

PG&E says the instruments and agreements relating to the
Accelerated Direct Financial Obligations provide that as a result
of the commencement of the Chapter 11 Cases, the principal amount,
together with accrued interest thereon, and in case of the
indebtedness outstanding under each of the indentures, premium, if
any, thereon, shall be immediately due and payable. Any efforts to
enforce payment obligations under the Accelerated Direct Financial
Obligations are automatically stayed as a result of the filing of
the Chapter 11 Cases and the creditors' rights of enforcement in
respect of the debt instruments are subject to the applicable
provisions of the Bankruptcy Code.

The DIP Administrative Agent may be reached at:

         JPMorgan Chase Bank, N.A.
         500 Stanton Christiana Road
         NCC 5, 1st Floor
         Newark, DE 19713-2107
         Attention: Mary Crews
         Telecopy: (302) 634-5758
         Telephone: (302) 634-1417
         E-mail: mary.crews@jpmorgan.com

The Collateral Agent may be reached at:

         Citibank, N.A.
         388 Greenwich Street
         31st Floor
         New York, NY 10013
         E-mail: amit.vasani@citi.com
                 lisa1.law@citi.com
                 zorijana.migliorini@citi.com
                 diran.aslanian@citi.com

Counsel to DIP Administrative Agent:

         Kristopher M. Hansen, Esq.
         Erez Gilad, Esq.
         Alon M. Goldberger, Esq.
         Stroock & Stroock & Lavan LLP
         180 Maiden Lane
         New York, NY 10038
         E-mail: khansen@stroock.com
                 egilad@stroock.com
                 agoldberger@stroock.com

                    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.

As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.

PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp.  Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.

On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).

PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018.  The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.

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

In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer.  In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer.  Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.



PM MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

    Debtor                                          Case No.
    ------                                          --------
    PM Management - Portfolio V NC, LLC             19-30249
    600 N. Pearl Street, Suite 1100
    Dallas, TX 75201

    PM Management - Portfolio VI NC, LLC            19-30250
    PM Management - Portfolio VII NC, LLC           19-30251
    PM Management - Portfolio VIII NC, LLC          19-30252
    PM Management - Portfolio IX NC, LLC            19-30253
    PM Management - San Antonio AL LLC              19-30254

Business Description: The Debtors are operators of Nursing Care
                      Facilities (Skilled Nursing Facilities).
                      The Debtors are affiliates of Senior Care
                      Centers, LLC, a Dallas-based operator of
                      skilled nursing and long-term care
                      facilities.  Senior Care and 120 of its
                      subsidiaries filed voluntary petitions
                      seeking relief under Chapter 11 of the
                      Bankruptcy Code on Dec. 4, 2018 (Bankr.
                      N.D. Tex. Lead Case No. 18-33967).

Chapter 11 Petition Date: January 28, 2019

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtors' Counsel: Trey Andrew Monsour, Esq.
                  POLSINELLI PC
                  1000 Louisiana Street, Suite 6400
                  Houston, TX 77002
                  Tel: (713) 374-1643
                  Fax: (713) 374-1601
                  Email: TMonsour@Polsinelli.com

                     - and -

                  Jeremy R. Johnson, Esq.
                  POLSINELLI PC
                  600 3rd Avenue, 42nd Floor
                  New York, New York 10016
                  Tel: (212) 684-0199
                  Fax: (212) 684-0197
                  Email: jeremy.johnson@polsinelli.com

PM Management - Portfolio V's
Estimated Assets: $0 to $50,000

PM Management - Portfolio V's
Estimated Liabilities: $0 to $50,000

The petitions were signed by Kevin O'Halloran, chief restructuring
officer.

A full-text copy of PM Management - Portfolio V's petition is
available for free at:

              http://bankrupt.com/misc/txnb19-30249.pdf

List of Creditors Who Have the 40 Largest Unsecured Claims and Are
Not Insiders:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sabra Health Care Reit, Inc.            Rent          $31,785,032
353 N Clark, Ste 2900
Chicago, IL 60654
Tel: 888-393-8248
Email: Bchappell@Sabrahealth.Com
       Bhealey@Sabrahealth.Com

Healthcare Services Group Inc.           HSG           $7,963,956
3220 Tillman Dr Ste 300
Bensalem, PA 19020
Tel: 267-525-8551
Email: Jotoole@Hcsgcorp.Com

Omnicare, Inc.                         Pharmacy        $7,040,541
P.O. Box 715276
Columbus, OH 43271-5276
Tel: 480-765-6353
Email: Susan.Vallone@Cvshealth.Com

Medline Industries Inc.                 Trade          $3,151,957
Dept 1080
P.O. Box 121080
Dallas, TX 75312-1080
Tel: 800-388-2147
Email: Finance@Medline.Com
     
Recovercare LLC                         Trade          $2,259,824
P.O. Box 936446
Atlanta, GA 31193-6446
Tel: 800-826-0270
Email: Billing@Joernsrecovercare.Com

Direct Supply                         Supplies         $1,406,964
P.O. Box 88201
Milwaukee, WI 53288-0201
Tel: 888-433-3224

Schryver Medical Sales And              Trade          $1,382,300
Marketing, LLC
12075 East 45Th Ave, Suite 600
Denver, CO 80239
Tel: 800-638-3240

Acadian Ambulance Services, Inc.      Transport          $836,859
P.O. Box 92970
Lafayette, LA 70509
Tel: 800-259-3333

Sedgwick CMS                            Trade            $811,236
175 W. Jackson
Suite 700
Chicago, IL 60604
Tel: 713-914-3238

Specialized Medical Services, Inc.      Trade            $755,222
7237 Solution Center
Chicago, IL 60677-7002
Tel: 800-786-3656

Diagnostic Laboratories & Radiology     Trade            $536,447
2820 N Ontario St.
Burbank, CA 91504-2015
Tel: 818-549-1880

Mobilexusa (DSSI)                       Trade            $477,200
930 Ridgebrook Road 3rd Floor
Sparks, MD 21152
Tel: 800-388-2147

Pharmerica                             Pharmacy          $401,318
P.O. Box 409251
Atlanta, GA 30384-9251
Tel: 800-722-3005

Seqirus USA, Inc.                        Trade           $333,126
P.O. Box 934973
3585 Atlanta Ave
Hapeville, GA 30354
Tel: 855-358-8966
Email: Usainc.Accountsreceivable@Seqirus.Com

Centurylink                            Telephone         $324,315
P.O. Box 52187
Phoenix, AZ 85072-2187
Tel: 865-465-2313

Pointclickcare Technologies, Inc.         Trade          $305,072
P.O. Box 674802
Detroit, MI 48267-4802
Tel: 800-277-5889

San Antonio North Knoll LLC                Rent          $276,686
10960 Wilshire Blvd, 5Th Fl
Los Angeles, CA 90024
Email: Dbellis@Nksf.Com;
Nsm12Lmu@Yahoo.Com;
Tokum@Picoainc.Com

Hidalgo Healthcare Realty                  Rent          $250,951
5647 New Copeland Rd
Tyler, TX 75703
Email: Lparker@Sciconstruction-Tx.Com

Cedar Park Healthcare LLC                  Rent          $227,424
21726 Hardy Oak Blvd
San Antonio, TX 78258
Email: Jsmithers@Smithersconstruction.Com,
Lwhite@Smithersconstruction.Com

Performance Food Group - Temple            Food          $205,982
P.O. Box 951641
Dallas, TX 75395-1641
Tel: 800-375-3606

Belfor Usa Group, Inc.                    Trade          $200,000
4820 Ih 35 North
Waco, TX 76705
Tel: 254-799-8400
Email: Lori.Ballard@Us.Belfor.Com

GPDP Development Ltd.                      Rent          $189,170
610 Towson Avenue
Fort Smith, AR 72901
Email: Jana.Mundy@Gpfsm.Com

BKD, LLP                                  Trade          $184,535
Attn: Accounts Receivable
P.O. Box 1190
Springfield, MO 65801-1190
Tel: 417-866-5822
Email: Bbowmaster@Bkd.Com

Century Healthcare LLC                  Insurance        $175,991
CHC Companion
P.O. Box 3280
Grapevine, TX 76099-3280

OLP Wyoming Springs LLC                    Rent          $169,370
c/o One Liberty Properties, Inc.
60 Cuttermill Rd, Suite 303
Great Neck, NY 11021
Email: Pchachlani@1Liberty.Com

ADP, Inc.                                  Trade         $164,817
P.O. Box 842875
Boston, MA 02284-2875
Tel: 800-225-5237

Staples Business Advantage (DSSI)        Supplies        $153,040
500 Staples Drive
Framingham, MA 01702
Tel: 877-826-7755
Email: John.Jones3@Staples.Com

Presto-X / Rentokil Sterite                 Trade        $143,727
P.O. Box 13848
Reading, PA 19612
Tel: 877-764-0007
Email: Nationalcollections@Rentokil.Com

Colonial Life Accident & Insurance Co     Insurance      $138,876
Processing Center
P.O. Box 1365
Columbia, SC 29202-1365

PC Connection Sales                         Trade        $130,583
Dba Connections
P.O. Box 536472
Pittsburgh, PA 15253-5906
Tel: 800-800-0011

GB&P Lubbock Ltd                            Rent         $125,094
610 Towson Avenue
Fort Smith, AR 72901
Email: Jana.Mundy@Gpfsm.Com

Clinical Resources LLC                    Contractor     $123,787
3338 Peachtree Road, Ne
Suite 102
Atlanta, GA 30326
Tel: 404-343-7227

AHS-Medrec, Inc. D/B/A Medrec             Contractor     $118,702
P.O. Box 732800
Dallas, TX 75373-2800
Tel: 888-740-4341

CEU360                                       Trade       $110,792
5048 Tennyson Parkway
Suite 200
Plano, TX 75024
Tel: 800-554-2387

HD Supply Facilities Maintenance             Trade       $103,050
P.O. Box 509058
San Diego, CA 92150-9058
Tel: 800-798-8888

Staples Promotional Products                 Trade       $102,126
Bin #150003
P.O. Box 790322
St. Louis, MO 63179-0322
Tel: 469-262-4548

CNA Deductible Recovery Group                Trade       $100,000
P.O. Box 6065-02
Hermitage, PA 16148-1068
Tel: 888-999-1365

Ogletree Deakins                             Trade        $98,319
P.O. Box 89
Columbia, SC 29202
Tel: 864-241-1900

Navarro Snf Development, LP                   Rent        $95,839
9840 Jacksboro Hwy
Ft. Worth, TX 76135
Email: Mcdonnellconst@Gmail.Com;
Mcdonnellbuildersmf@Gmail.Com

Trinity Tile And Stone                        Trade       $87,667
3705 Tarragona Lane
Austin, TX 78727


PROFLO INDUSTRIES: May Continue Cash Collateral Use Until April 30
------------------------------------------------------------------
The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio has entered a ninth order authorizing
ProFlo Industries, LLC, to use of cash collateral on an interim
basis until April 30, 2019.

A continued hearing on the cash collateral use will be held on
April 25, 2019 at 10:00 p.m.

The Debtor is authorized, on an interim basis to use cash
collateral consisting of and including bank balance, accounts
receivable of the estate and gross sales of goods and services,
which The Huntington National Bank claims to have a valid and
perfected security interest in the cash collateral of the business
by virtue of 2 Promissory Notes, related security agreements.

The approved budget shows total operating expenses of approximately
$582,967 during the months of February 2018 through April 2019.

The Debtor will be required to make adequate protection payments
for the use of cash collateral: (i) in the amount of $3,757 monthly
payment on the line of credit to Huntington Bank in accordance with
the attached amortization schedule, and (ii) in the amount of the
continued lease related payments to Bosserman Automotive
Engineering, LLC which, in turn, are used by Automotive to pay the
loan and mortgage with Huntington Bank and related to that certain
real property located at 2679 S. US 23, Alvada, OH, 44802.

The Debtor is prohibited from drawing from any line of credit with
Huntington Bank, and that said line of credit account can remain
frozen by Huntington National Bank, at Huntington Bank's
discretion.

The security interest of Huntington Bank in bank balance, accounts
receivable and fees of the Debtor's estate has been extended to all
post-petition receivables and gross retail sales created by the
Debtor in the operation of the Debtor's business with the same
force and effect as said security interest attached to the Debtor's
prepetition accounts receivables.

In addition, the Debtor will prepare and serve upon counsel for
Huntington Bank not less frequently than once per month an
operating report in similar form to that required by the Office of
the U.S. Trustee's guidelines setting forth the total receipts and
disbursements.

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

           http://bankrupt.com/misc/ohnb17-33184-298.pdf

                     About ProFlo Industries

Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio
Limited Liability Company engaged in the airline refueling
business.  The principal customers of the business are
multi-national companies providing goods, services and advice in
the global aviation industry.  ProFlo consists of one shareholder:
Terry N. Bosserman who owns 100% of the shares.

ProFlo Industries filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017.  In the
petition signed by Terry N. Bosserman, president, the Debtor
estimated less than $1 million in assets and less than $500,000 in
liabilities.  The Debtor is represented by Patricia A. Kovacs,
Esq.

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


PYRGOS TAXI: Seeks to Extend Exclusive Filing Period to April 3
---------------------------------------------------------------
Pyrgos Taxi Inc. and Tripolis Taxi Corp. asked the U.S. Bankruptcy
Court for the Eastern District of New York to extend the period
during which they have the exclusive right to file a Chapter 11
plan through April 3, and to solicit acceptances for the plan
through May 3.

The extension, if granted by the court, would allow the companies
to complete the sale of its taxi medallions before they file a plan
of reorganization.  

The proceeds from the sale will be used to pay the claims of Bay
Ridge Federal Credit Union, the companies' main creditor, pursuant
to their settlement agreement.  As of Jan. 21, the companies have
secured a purchaser and negotiated the terms of the sale, which
have been approved by the court and the creditor.

                      About Pyrgos Taxi Inc.

Pyrgos Taxi, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41306) on March 9,
2018.  In the petition signed by John Janetos, its president, the
Debtor disclosed that it had estimated assets and liabilities of
less than $1 million.  Judge Elizabeth S. Stong presides over the
case.  The Debtor tapped the Law Offices of Alla Kachan, P.C. as
its bankruptcy counsel, and Wisdom Professional Services Inc. as
its accountant.


QUANTUM CORP: B. Riley Financial Has 17.1% Stake as of Jan. 18
--------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission these entities reported beneficial ownership of shares
of common stock of Quantum Corporation as of Jan. 18, 2019:

                                        Shares     Percentage of
                                      Beneficially   Outstanding
  Reporting Person                        Owned         Shares
  ----------------                    ------------  -------------
B. Riley Financial, Inc.                6,091,363       17.13%
B. Riley FBR, Inc.                      3,627,662       10.20%
B. Riley Capital Management, LLC        2,463,701        6.93%
BRC Partners Management GP, LLC         1,493,801        4.20%
BRC Partners Opportunity Fund, LP       1,493,801        4.20%
BR Dialectic Capital Management, LLC      969,900        2.73%
Dialectic Antithesis Partners, LP         969,900        2.73%

The percentages are calculated based on 35,553,000 shares of Common
Stock outstanding.

The principal business address of each BRFBR, BRCM, BRPGP and BRPLP
is:
  
   11100 Santa Monica Blvd. Suite 800
   Los Angeles, CA 90025
  
The principal business address of BRF is:

   21255 Burbank Blvd. Suite 400
   Woodland Hills, CA 91367

The principal business address of BR Dialectic and Dialectic is:

   119 Rowayton Avenue, 2nd Floor, Norwalk, Connecticut 06853

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

                       https://is.gd/yVFedm

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a scale-out tiered storage, archive
and data protection company, providing solutions for capturing,
sharing, managing and preserving digital assets over the entire
data lifecycle.  From small businesses to major enterprises, more
than 100,000 customers have trusted Quantum to address their most
demanding data workflow challenges.  Quantum's end-to-end, tiered
storage foundation enables customers to maximize the value of their
data by making it accessible whenever and wherever needed,
retaining it indefinitely and reducing total cost and complexity.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities, and a total
stockholders' deficit of $124.3 million.  

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.


R & B SERVICES: Seeks to Extend Exclusivity  Period to April 22
---------------------------------------------------------------
R & B Services Inc. asked the U.S. Bankruptcy Court for the Eastern
District of New York to extend by 90 days the period during which
it has the exclusive right to file a Chapter 11 plan of
reorganization and solicit acceptances for the plan.

The company proposed to extend the exclusive filing period to April
22 and the exclusive solicitation period to June 21.

The extension, if granted by the court, would allow R & B Services
to develop projections for the plan and negotiate claims with
creditors, including the Internal Revenue Service.  The IRS is not
available to discuss its claim due to the continuing federal
government shutdown, according to court filings.

                     About R & B Services

R & B Services Inc. is a construction company based in New York.
Its services include general contracting, demolition excavation
utility and site work.

R & B Services sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 18-43646) on June 24, 2018.  In the
petition signed by Reginald Bridgewater, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Judge Carla E. Craig presides over the
case.  The Debtor tapped Sichenzia Ross Ference Kesner LLP as its
legal counsel; and Mohen Cooper LLC as special counsel.


RACKSPACE HOSTING: $800MM Bank Debt Trades at 7% Off
----------------------------------------------------
Participations in a syndicated loan under which Rackspace Hosting
is a borrower traded in the secondary market at 93.08
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.18 percentage points from the
previous week. Rackspace Hosting pays 300 basis points above LIBOR
to borrow under the $800 million facility. The bank loan matures on
November 3, 2023. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'BB-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 11.


RACKSPACING HOSTING: $1.995BB Bank Debt Trades at 7% Off
--------------------------------------------------------
Participations in a syndicated loan under which Rackspace Hosting
is a borrower traded in the secondary market at 93.00
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.23 percentage points from the
previous week. Rackspace Hosting pays 300 basis points above LIBOR
to borrow under the $1.995 billion facility. The bank loan matures
on November 3, 2023. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'BB-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 11.


REJUVI LABORATORY: Full Payment for Unsecured Creditors Under Plan
------------------------------------------------------------------
Rejuvi Laboratory, Inc. filed with the U.S. Bankruptcy Court for
the Northern District of California a combined plan and disclosure
statement dated Jan. 17, 2019.

Class 2 under the plan consists of the general unsecured creditors.
These creditors will receive payment of their claims in full 90
days from the Effective Date without any interest accruing on the
claim, unless such claim is in dispute, in which case the claim
will be paid once it is allowed and the determination of such
allowance is final.

If the Plan is confirmed, the payments promised in the Plan
constitute new contractual obligations that replace the Debtor's
pre-confirmation debts. Creditors may not seize their collateral or
enforce their pre-confirmation debts so long as Debtor performs all
obligations under the Plan. If Debtor defaults in performing Plan
obligations, any creditor can file a motion to have the case
dismissed or converted to a Chapter 7 liquidation or enforce their
non-bankruptcy rights. Debtor will be discharged from all
pre-confirmation debts upon confirmation of the Plan.

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

                 About Rejuvi Laboratory Inc.

Founded in 1988 by Dr. Wade Cheng, Rejuvi Laboratory, Inc. --
http://www.rejuvilab.com-- is an integrated cosmetic laboratory
with ongoing research, development and production capability.

Rejuvi Laboratory sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31069) on Sept. 27,
2018.  In the petition signed by Wei Cheng, president, the Debtor
disclosed $2,870,211 in assets and $1,357,213 in liabilities.  

Judge Dennis Montali presides over the case.


RENAISSANCE LEARNING: Bank Debt Trades at 3% Off
------------------------------------------------
Participations in a syndicated loan under which Renaissance
Learning [Ex- Advantage Learning Systems Inc.] is a borrower traded
in the secondary market at 97.00 cents-on-the-dollar during the
week ended Friday, January 11, 2019, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents an increase of
4.76 percentage points from the previous week. Renaissance Learning
pays 325 basis points above LIBOR to borrow under the $730 million
facility. The bank loan matures on May 24, 2025. Moody's rates the
loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The
loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday, January 11.


RENT-A-CENTER INC: S&P Raises ICR to 'B-', Off CreditWatch
----------------------------------------------------------
S&P Global Ratings noted that U.S.-based rent-to-own retailer
Rent-A-Center Inc.'s (RCII) performance has improved over the past
12 months and S&P no longer views the capital structure as
unsustainable.

S&P is raising the issuer credit rating on RCII to 'B-' from 'CCC+'
and removed the rating from CreditWatch, where it placed it with
positive implications on June 18, 2018. S&P said, "Concurrently, we
raised the issue-level ratings on the company's senior unsecured
notes to 'B-' from 'CCC' and removed the ratings from CreditWatch
with positive implications. We also revised the recovery rating on
the debt to '3' from '5'."

S&P said, "The upgrade on RCII reflects performance improvements
from strategic initiatives, resulting in credit metrics and
liquidity levels we view as adequate to maintain operations going
forward. Performance for the 12 months through the company's third
quarter 2018 was been ahead of our expectations, with leverage now
in the low-4x area and free operating cash flow in the $175 million
area. Still, we note that reported EBITDA has swung from $165
million in 2016 to $30 million in 2017 and back to our expectation
for about $160 million in full year-2018, illustrative of the
material volatility and inherent risks of the subprime consumer
financing that is integral to RCII's business.

"The stable outlook reflects our view that the RCII's strategic
initiatives will continue to moderately lower costs from 2018
levels, allowing RCII to maintain debt to EBITDA below 5x and
EBITDA interest coverage in the 3x to 6x range.

"We could lower the rating on RCII if operating performance
deteriorated to the point where we viewed the company's capital
structure as unsustainable and foresaw a possible default scenario.
This could occur if the company's strategic initiatives failed to
resonate with consumers, requiring RCII to pursue promotional
pricing and invest meaningfully in the store fleet to compete
effectively. Under this scenario, reported EBITDA margin would
decline more than 200 bps and increased capital expenditure would
reduce free cash flow meaningfully, straining liquidity.

"We could raise the rating on RCII if the company demonstrated
stable and profitable operating performance with less volatility,
especially in sales, than historical results. This would include
maintaining EBITDA margins in the 13% area and free operating cash
flow above $150 million. We would also need to believe that there
were minimal risk of a material leveraging event and the company's
financial policy supported a higher rating."


RENTECH WP: Dispute with EAD Not Amenable to Mediation, Ct. Says
----------------------------------------------------------------
Chief Magistrate Judge recommends that the case captioned EAD
Control Systems, Inc.; EAD Engineering, Inc., Appellant, v. Peter
Kravitz, as Liquidation Trustee of the Rentech Liquidation Trust in
the Chapter 11 cases of Rentech WP U.S., Inc and Rentech, Inc.,
Appellee, C. A. No. 18-1863-MN (D. Del.) be withdrawn from the
mandatory referral for mediation and proceed through the appellate
process of the Court.

As a result of a screening process, the issues involved in this
case are not amenable to mediation and mediation at this stage
would not be a productive exercise, a worthwhile use of judicial
resources nor warrant the expense of the process.

A copy of the Court's Recommendation dated Jan. 2, 2019 is
available at https://bit.ly/2G3lTez from Leagle.com.

EAD Engineering, Inc. & EAD Control Systems, Inc., Appellants,
represented by Don A. Beskrone -- Dbeskrone@ashbygeddes.com --
Ashby & Geddes & Benjamin Wilson Keenan -- BKeena@ashbygeddes.com
-- Ashby & Geddes.

Peter Kravitz, in his capactity as the Liquidation Trustee of the
Rentech Liquidation Trust in the Chapter 11 Cases of Rentech WP
U.S. Inc. and Rentech, Inc., Appellee, represented by Christopher
M. Samis , Whiteford, Taylor & Preston, L.L.C. & Leslie Katherine
Good , Whiteford, Taylor & Preston, L.L.C..

          About Rentech Inc. and Rentech WP U.S.

Rentech, Inc., is an owner and operator of wood fibre processing
and wood pellet production businesses.

Rentech, Inc., and its subsidiary Rentech WP U.S., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 17-12959 and 17-12958) on Dec. 19, 2017.  The purpose of
the bankruptcy filing is to seek to sell the assets of the
Company's Fulghum Fibres and New England Wood Pellet subsidiaries
and facilitate an orderly wind-down of Rentech Inc.

The cases are jointly administered under Case No. 17-12958 and are
assigned to Judge Christopher S. Sontchi.

At the time of the filing, Rentech WP U.S. estimated assets and
liabilities of $10,000,001 to $50 million.

The Debtors are represented by Young Conaway Stargatt & Taylor,
LLP, and Latham & Watkins LLP.  Prime Clerk LLC is the Debtors'
claims and noticing agent.

On January 3, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Lowenstein Sandler LLP as its bankruptcy counsel; Whiteford, Taylor
& Preston LLC as Delaware counsel; and Teneo Capital LLC as
investment banker and financial advisor.


SAN JUAN ICE: Unsecured Creditors to be Paid 7% Over 10 Years
-------------------------------------------------------------
San Juan Ice, Inc. filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a small business disclosure statement
describing its chapter 11 plan.

The Debtor is a Corporation incorporated under the laws of the
Commonwealth of Puerto Rico on Feb. 18, 1984 and began operations
on the same date. The Debtor operates an ice plant.

Under the plan, priority unsecured creditors will receive a
distribution of no less than 100% of their allowed claims over a
period of five years. General unsecured creditors will be paid 7%
over a period of 10 years after priority claims are paid.

Payments and distributions under the Plan will be funded by income
generated from the sales from the ice plant performed by debtor.

Debtor does not foresee any problems achieving its financial
projections and payment plan. The plan contemplates the continued
monthly payment of secured claims and the payment of priority
claims within the five years of the plan. Upon the successful
completion of payments, the attorney's fees, which form part of the
claim may be eliminated, reducing the overall amount owed. The
court should be cognizant of the fact that compensation for damages
as a result of Hurricane Maria is uncertain and an issue of
litigation at the present time. This situation poses a risk in the
event of the need to conduct future repairs.

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

                  About San Juan Ice, Inc.

San Juan Ice Inc., based in San Juan, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 18-01784) on April 3, 2018.  In
the petition signed by Ramiro Rodriguez Pena, president, the Debtor
disclosed $580,495 in assets and $1.17 million in liabilities.  The
Hon. Mildred Caban Flores presides over the case.  Robert Millan,
Esq., at Millan Law Offices, serves as bankruptcy counsel.


SIGNET JEWELERS: S&P Lowers ICR to 'BB' on Dim Business Prospects
-----------------------------------------------------------------
S&P Global Ratings noted that diamond and specialty jewelry
retailer Signet Jewelers Ltd. recently lowered its sales and
earnings guidance for fiscal 2019 (ending on Feb. 2, 2019)
following weak operating performance during the holiday season. S&P
expects performance to remain soft in fiscal 2020 (ending February
2020) stemming from heightened competition from department stores
and other retailers with more attractive product and price
offerings.

As a result, S&P lowered the issuer credit rating on Signet to 'BB'
from 'BB+'. The outlook is negative. S&P also lowered the
issue-level rating on the company's $400 million senior unsecured
notes due in 2024 to 'BB' from 'BB+'. The '3' recovery rating on
the debt is unchanged.

The downgrade reflects Signet's revised guidance for the fourth
quarter and full fiscal 2019 (ending February 2019) operating
results, which are below SP&P's expectations. A wide range of
challenges including promotions, higher expenses resulting from
credit costs from outsourcing the credit portfolio, advertising,
and staffing expenses affected the company's profitability. Over
the next few quarters, S&P expects moderate declines in
profitability because of shifting market dynamics toward
lower-priced jewelry, which is a competitive weakness for Signet,
as well as continued promotional cadence. The company
underperformed our expectations in the recent holiday season with
comparable sales in the low-single-digit percent area. Signet's
fourth quarter, which includes the holiday season, typically
accounts for 35%-40% of its annual sales.

S&P said, "The negative outlook on Signet reflects our expectation
that operating performance will remain pressured in the face of
continued competitive pressures over the next 12 months. We expect
Signet's adjusted debt to EBITDA to increase to the mid-3x area and
adjusted FFO to debt to approach the 19%-20% area over the next 12
months.

"We could lower the ratings if Signet's competitive position
weakens further as evidenced by continued loss of market share and
deterioration in sales and profitability. Under this scenario, debt
to EBITDA would approach the high 3x area, leading to a lower
rating to reflect the lack of success in stabilizing performance.

"Although unlikely over the next 12 months given our performance
expectations, we could revise our outlook to stable if the company
was able to effectively address competitive pressures. Under this
scenario, the company would demonstrate stabilization in operating
performance across all its banners, including modestly positive
comparable sales growth. If this occurs, we could see adjusted debt
to EBITDA improving to the low-3x area from about 250-basis-point
improvement in EBITDA margin."



SOUTHEASTERN HOSPITALITY: Plan Filing Extended to May 13
--------------------------------------------------------
The Bankruptcy Court extended the time by which Southeastern
Hospitality, LLC, has exclusive right to file a plan for 90 days
through and including May 13, 2019, and the time by which the
Debtor has exclusive right to solicit acceptances of the plan
through and including June 13, 2019.

             About Southeastern Hospitality

Southeastern Hospitality, LLC, d/b/a The Mercury, is a
cocktail-focused, classic American eatery located in Ponce City
Market, Atlanta, Georgia.  The Mercury sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
18-67291) on Oct. 12, 2018.  In the petition signed by Earl E.
Cloud III, owner, the Debtor estimated assets of less than $50,000
and liabilities of less than $10 million.  The Debtor tapped
William Anderson Rountree, Esq., of Rountree & Leitman, LLC, as its
counsel.  No official committee of unsecured creditors has been
appointed in the Chapter 11 case.


SOUTHFRESH AQUACULTURE: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: SouthFresh Aquaculture, LLC
           aka SouthFresh Processors
           aka SouthFresh Farms
           aka Custom Seining
           aka SouthFresh Feed
           aka World Select
        1792 McFarland Blvd. N., Suite B
        Tuscaloosa, AL 35406-2189

Business Description: A subsidiary of Alabama Farmers Cooperative,
                      SouthFresh Aquaculture is a catfish centered
                      business committed to sustainable
                      aquaculture practices.  Founded in 1987,
                      SouthFresh's primary business is domestic
                      catfish processing.  The Company processes
                      millions of pounds of catfish per year for
                      food service and retail industries.  Visit
                      http://southfresh.comfor more information.

Chapter 11 Petition Date: January 28, 2019

Court: United States Bankruptcy Court
       Northern District of Alabama (Tuscaloosa)

Case No.: 19-70152

Judge: Hon. Jennifer H. Henderson

Debtor's Counsel: Leland J. Murphree, Esq.
                  MAYNARD, COOPER & GALE, PC
                  1901 Sixth Ave N Ste 2400
                  Birmingham, AL 35203
                  Tel: 205-254-1000
                       205-254-1103  
                  Email: Lmurphree@maynardcooper.com

Debtors'
Special
Counsel:          MAYO MALETTE, PLLC

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Justin Funk, secretary/chief financial
officer.

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

          http://bankrupt.com/misc/alnb19-70152.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Kyle D. Schmidt                       Trade Debt          $143,000
2448 Hopewell Rd
Brooksville, MS 39739

Running Creek Farms                   Trade Debt           $83,200
Ronald Nichols
653 Highway 17
Aliceville, AL 35442

Double Wheel Farm                     Trade Debt           $82,243
5111 US Highway 11 S
Boligee, AL 35443

Ken Diller                            Trade Debt           $70,000
1661 CR 2
Gallion, AL 36742

Alabama Power                          Utility             $70,000
600 North 18th Street
Birmingham, AL 35203

Winsea International                  Trade Debt           $67,680
8700 Commerce Park Drive,
STE 219
Houston, TX 77036

Greene Co. Revenue Commissioner          Taxes             $67,663
Barbara McShan
Greene Co Courthouse
400 Morrow Ave
Eutaw, AL 35462

Blue Cross Blue Shield of Alabama      Insurance           $65,388
450 Riverchase Parkway East
Birmingham, AL 35236-0037

SeaQuest Seafood                       Trade Debt          $61,065
530 South 6th Avenue
City of Industry, CA 91746

Elysian Farms                          Trade Debt          $40,306
Lisa Cochran
PO Box 319
Greensboro, AL 36744

AB Vista, Inc.                         Trade Debt          $26,350
150 S Pine Island Rd, Suite 270
Plantation, FL 33324

Prairie Cajun Brand, LLC               Trade Debt          $25,272
1277 Highway 757
Eunice, LA 70535

Southeastern Refrigeration             Trade Debt          $21,477
310 26th Avenue West
Birmingham, AL 35204

Packers Sanitation Services            Trade Debt          $20,104
3681 PRISM LANE
Kleler, WI 53812

Sea Delight LLC                        Trade Debt          $18,562
8195 NW 67 Street
Miami, FL 33166

Hilo Fish Company                      Trade Debt          $17,855
55 Holomua Street
Hilo, HI 96720

Westway Feed Products                  Trade Debt          $15,277
23623 Network Place
Chicago, IL 60673-1236

Robert Hall                            Trade Debt          $14,000
15480 Hwy 69 South
Greensboro, AL 36744

Little Rock Farm, Inc.                 Trade Debt          $13,918
4446 County Road 10
Greensboro, AL 36744

Heartland Catfish                      Trade Debt          $13,500
55001 Highway 82-West
Itta Bena, MS 38941


STANLEY SWAIN'S: Allowed to Use Cash Collateral through Feb. 7
--------------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court from the
Central District of California authorized Stanley Swain's, Inc. to
use cash collateral through Feb. 7, 2019, pursuant to the terms of
the revised budget.

The Debtor is authorized to deviate from the amounts set forth in
the revised budget by as much as 20% in any one category where the
projected spending is under $1,000 and may vary from the revised
budget by as much as 15% as to any other category. To the extent
gross revenues exceed projected gross revenues, the Debtor may
apply up to 75% of the excess to costs of goods sold.

David Tilem recorded a judgment lien, which lien the Debtor
believes attaches to its personal property assets, including
inventory. Prepetition, On Deck recorded financing statement
asserting an interest in various assets including monies. The
Debtor assumes that both Mr. Tilem's and On Deck's security
interest are properly perfected and valid.

On Deck is granted a replacement lien with the replacement lien
having the same validity, extent and priority (and will be subject
to the same defenses) as On Deck's lien held in prepetition
collateral.

Mr. Tilem is also granted a replacement lien with the replacement
lien having the same validity, extent and priority (and will be
subject to the same defenses) as Mr. Tilem's lien held in
prepetition collateral. Mr. Tilem's replacement lien will extend to
monies of the estate but will be limited to the dollar amount of
his secured claim (bifurcated as of the petition filing date).

A hearing on the final use of cash collateral will be held on Feb.
7, 2019, at 10:00 a.m. The Debtor may file supplemental papers not
later than Jan. 24, and any interested party will have until Jan.
31, 2019, to file a responsive pleading.

A full-text copy of the Order is available at

             http://bankrupt.com/misc/cacb19-10073-51.pdf

                      About Stanley Swain's

Stanley Swain's, Inc. -- http://www.swainsart.com/-- owns a retail
art supply store and was founded by Stanley Swain in 1949.  The
Company offers airbrushes, animation supplies, boards, bookmaking
supplies, brushes, calligraphy supplies, canvas & painting
surfaces, cutting tools, tables & chairs, easels, gold leafing
supplies, journals and blank books, lamps & magnifying lamps and
more.  Swain's caters to its art supply customers in Glendale,
Burbank Pasadena, and Los Angeles.

The Company previously sought bankruptcy protection (Bankr. C.D.
Cal. Case No. 13-26241) on June 21, 2013.  The prior case ended
with a confirmed Plan but the Plan did not solve the problems
Swain's faced and still faces.  Swain's paid off much of the debt,
probably over $1 million in debt through the prior plan.  Much or
most of the old debt has been paid and Swain's has considerable new
debt in its place.

Swain's again sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 19-10073) on Jan. 4, 2019. In the petition signed by Karl John
Wiest, president, the Debtor disclosed $615,033 in total assets and
$1,529,065 in total liabilities.  The case is assigned to Judge
Julia W. Brand.  The Fox Law Corporation, Inc., serves as Debtor's
counsel.  


STAR PARENT: Fitch Assigns B Issuer Default Rating, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned first-time Issuer Default Ratings of 'B'
to Star Parent, LP and Star Merger Sub, Inc. Fitch has also
assigned 'BB'/'RR1' issue ratings to Star Merger Sub, Inc.'s senior
secured facilities and senior secured notes and assigned a
'B-'/'RR5' issue rating to Star Merger Sub, Inc.'s senior unsecured
notes. The Rating Outlook is Stable. In anticipation of the
transaction close which is set to occur no later than Feb. 11,
2019, Fitch has also downgraded DNB from 'BBB-'/Rating Watch
Negative to 'B', equivalent to Star Merger Sub, Inc.'s rating.
DNB's existing outstanding indebtedness will be redeemed and repaid
in full with proceeds from the financing transactions. Fitch placed
DNB's ratings on Rating Watch Negative on Aug. 10, 2018 following
the acquisition announcement.

The rating assignment is driven by the acquisition of Dun &
Bradstreet (DNB) by an investor group for approximately $7.2
billion financed by a mix of secured and unsecured debt, preferred
stock and equity. The ratings and Outlook reflect DNB's high
financial leverage (8.1x pro forma to the LTM period ending Sept.
30, 2018 by Fitch's calculation, without cost savings and excluding
the preferred) that is expected to moderate to about 5.0x by the
end of 2022 driven by anticipated top line growth and attainment of
approximately $200 million in net run rate cost savings. Fitch
views the cost savings as reasonable based upon their conservatism
relative to external analysis and magnitude of the differential (10
to 20 points) in operating EBITDA margin to DNB's business services
data, analytics and processing (DAP) peers. Fitch remains cautious
over DNB's growth prospects given muted results since 2008 and
unsuccessful attempts by several different management teams to
return DNB to mid-single-digit growth. However, the sponsors
possess experience returning information businesses to growth and
have committed to making significant technology investments.

DNB sells trade credit (41% of revenue for the LTM period ending
Sept. 30, 2018), enterprise risk (20%) and sales & marketing
solutions (19% and 21%, respectively). Its global commercial
database contains approximately 310 million business records and
approximately 122 million professional contacts. Approximately
two-thirds of North America revenue is subscription based. DNB has
140,000 customers, including 90% of Fortune 500 companies.

On Aug. 8, 2018, DNB entered into an agreement and plan of merger
with Star Parent, L.P. and Star Merger Sub, Inc., pursuant to which
Merger Sub will merge into DNB, with DNB surviving as a wholly
owned subsidiary of Star Parent, L.P. Star Parent will be
controlled by an investor group led by CC Capital Partners LLC,
Bilcar, LLC, Cannae Holdings, Inc., and Thomas H. Lee Partners, L.P
and Black Knight, Inc. On Nov. 19, 2018, Black Knight, a publicly
traded software, data and analytics provider to the U.S. mortgage
market announced a less than 20% investment in DNB. Black Knight's
CEO, will also serve as CEO of DNB. Additionally, Black Knight's
executive chairman, William P. Foley, II, will serve in the same
capacity for DNB. On Nov. 26, 2018, Motive Partners announced that
it has approved a significant investment in DNB. Motive's
co-founder Stephen Daffron will serve as President of DNB.


KEY RATING DRIVERS

Significant Leverage at Growth Nadir: Fitch-calculated initial
leverage of approximately 8.1x pro forma to LTM Sept. 30, 2018 is
particularly high for the rating level. Leverage should moderate to
the 5x level by 2022 mainly due to an improved margin profile.
However, DNB is taking on significant financial commitments
following seven years of muted organic growth and several
unsuccessful turn arounds. Fitch remains cautious that the
sponsor-led management team will be able to stabilize DNB's
business prospects and gird against rising competition.

Reasonable Cost Savings Targets: Fitch expects that leverage will
decline by 2.5 turns from 2018 through 2022, two thirds of which
will be driven by targeted cost savings. While significant, cost
savings appear reasonable given DNB's lagging margin relative to
DAP peers (on the order of 10 to 20 points) and conservatism in
both the targeted savings being below external advisor produced
benchmarking studies as well as Fitch's assumption that DNB
achieves less than 100% of non-headcount related reductions. Fitch
further does not assume operating leverage driven margin expansion
providing for further upside.

Muted Growth and Ongoing Competitive Threats: Organic revenue
growth slowed considerably following the 2008-2009 financial crisis
from mid-single digits to low single digits. Recent quarterly
trends have been negative. Despite several turnaround attempts and
management changes, DNB has not been able to return to its prior
growth profile. This is in part attributable to the recession and
DNB's focus on profitability over growth (albeit without achieving
margins on par with peers) and ultimately a delay in modernizing
its technology platform. The sponsor intends to invest a
substantial portion of the $300 million of costs to achieve the
costs savings plan in product development investments. This occurs
amid an increasingly competitive commercial credit sector.

De-Leveraging Capacity versus Commitment: Fitch estimates DNB will
generate approximately $1.1 billion of FCF through 2023, $850
million of which will be available for debt repayment. The sponsors
intend to maintain balanced financial policies to reduce debt and
enable growth. Further, the investors have no intention of
near-term dividends or recapitalizations. Without a track record
for the assembled management team and sponsor consortium it is
difficult to handicap the likelihood of keeping to financial policy
commitments. Additionally, the senior secured credit facilities
have an accordion feature that would allow for the greater of $740
million and 1x consolidated EBITDA with substantial latitude for
permitted acquisitions and investment.

DERIVATION SUMMARY

DNB's business profile as a data analytics provider is supported by
its market position with a near 60% market share of core commercial
credit in North America, recurring revenue base with subscriptions
representing two thirds of revenue, and long standing customer base
with an approximate 85% retention rate. The top ten customers
represent only 10% of DNB's revenue and the company is broadly
diversified across sectors although it is heavily weighted toward
the Americas (greater than 80% of revenue). These business profile
characteristics compare favorably with DNB's data analytics peers,
the majority of which are solid investment grade. However, DNB's
organic growth profile (1%-2%) has been muted relative to more
highly rated peers that have consistently grown at mid-single
digits. DNB's operating EBITDA margin is about 10 to 20 points
below its peers and its FCF margin is lower as a result.

Fitch expects the sponsor-led management team will benefit from the
lack of public market pressure as well as experience with
information business turnarounds to bring DNB's margin profile up
to par with its peers while making disciplined and much needed
technology platform investments. Leverage at closing, expected to
be approximately 8.1x based upon Fitch calculated operating EBITDA
LTM Sept. 30, 2018, is high for the rating but is expected to
moderate to about 5x by 2022. This assumes no voluntary debt
repayment despite substantial de-leveraging capacity. Lack of track
record and such a diverse financial investor base in conjunction
with flexible credit agreement terms permitting nearly a comparable
amount of incremental debt are limiting to the rating, but could be
ameliorated through material voluntary debt reduction.

Fitch rates corporate subsidiaries of private equity vehicles, or
similar financial investors, based upon the standalone credit
profile and does not generally assume parent-subsidiary or relevant
investor-investee relationship under the Parent and Subsidiary
Rating Linkage criteria.

Further, Fitch assesses the $1.05 billion preferred equity to not
be debt of the rated entity.

No Country Ceiling constraints or Operating Environment influence
were in effect for these ratings.

KEY ASSUMPTIONS

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

  - Stabilization of revenue and return to low single digit
organic, constant currency growth over forecast horizon;

  - Operating EBITDA margin expansion of approximately 10 points
over four years reflecting realization of cost savings;

  - Baseline capex of 4% of revenue plus $240 million in additional
capitalized technology investment;

  - FCF generation available for debt repayment but not assumed
beyond required amortization over rating horizon;

  - Preferred equity not debt of the rated entity;

  - The recovery analysis assumes that DNB would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim;

  - DNB's going concern EBITDA is based on LTM Sept. 30, 2018 Fitch
operating EBITDA of $509 million. The going-concern EBITDA is 5%
above LTM EBITDA to reflect a return to mid cycle operating margins
and scope for headcount related restructuring;

  - Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies that are under
distress. Fitch assumes a full draw on DNB's $600 million combined
$400 million revolver and $200 million repatriation bridge
facility, of which $456 million was anticipated being available at
close;

  - An EV multiple of 8x is used to calculate a post-reorganization
valuation, above the 5.5x median TMT emergence enterprise value
(EV)/forward EBITDA multiple. The 8x multiple reflects Fitch's
positive view of the data analytics subsector including the
typically high proportion of recurring revenues, proprietary data
and relatively high EBITDA margins and strong FCF conversion;

  - Recent acquisitions in the data and analytics subsector have
created substantially higher multiples. The investor consortium is
acquiring DNB for 13x adjusted EBITDA (excluding synergies). An
investor consortium acquired the Financial & Risk division of
Thomson Reuters for approximately 11.3x LTM Dec. 31, 2017 adjusted
EBITDA (excluding synergies). IHS Markit acquired Ipreo for
approximately 16x expected 2019 adjusted EBITDA in 2018. Moody's
acquired Bureau van Dijk for approximately 23x EBITDA in 2017;

  - Current EV multiples of public companies similar to DNB trade
at the 10x-18x range;

  - The recovery model implies a 'BB' issue rating and 'RR1'
Recovery Rating for the company's secured credit facilities and
senior secured notes reflecting Fitch's belief that 91%-100%
expected recovery is reasonable. The recovery model implies a 'B-'
issue rating and 'RR5' for the senior unsecured notes, reflecting
an expected recovery of 11%-30%.

RATING SENSITIVITIES

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

  - Total debt with equity credit to operating EBITDA expected to
be sustained below 5.0x;

  - FCF margin expected to be sustained at mid-teens or higher;

  - Sustained positive organic constant currency revenue growth in
excess of the low single digits;

  - Material voluntary debt reduction.

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

  - Total debt with equity credit to operating EBITDA expected to
be sustained above 6.0x;

  - FCF to gross debt expected to be sustained below 2.5%;

  - Flat to negative sustained organic constant currency revenue
growth;

  - Shift to an aggressive financial policy; material dividends
and/or incremental borrowings absent debt reduction.

LIQUIDITY

Adequate Liquidity: Fitch views DNB's expected liquidity profile as
adequate for the rating category. Available cash, the exact amount
to be finalized at closing, is expected to be sufficient to allow
DNB to operate in the normal course of business. Additionally, DNB
will have access to a $400 million revolving credit facility, which
is expected to be undrawn at close. Liquidity will be further
supported by Fitch's expectation of $70 million in FCF in 2019
increasing to approximately $290 million by 2022 driven by
anticipated margin expansion and modest top line growth. DNB's
maturity schedule is expected to be manageable with modest required
amortization relative to FCF in addition to repayment of the
planned borrowing on the $200 million 364-day repatriation facility
with anticipated final maturities expected to extend beyond the
rating horizon.

DNB no longer has a commercial paper program and is not expected to
maintain one post close. As a result Fitch is withdrawing DNB's
short-term IDR.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Star Parent, LP

  - Long-Term IDR 'B'.

Star Merger Sub, Inc.

  - Long-Term IDR 'B';

  - Senior Secured Credit Facilities 'BB'/'RR1';

  - Senior Secured Notes 'BB'/'RR1';

  - Senior Unsecured Notes 'B-'/'RR5'.

The Rating Outlook is Stable.

Fitch has downgraded the following rating:

Dun & Bradstreet Corporation

  - Long-Term IDR to 'B' from 'BBB-'.

The Rating Outlook is Stable.

Fitch has downgraded and withdrawn the following rating:

Dun & Bradstreet Corporation

  - Short-Term IDR to 'B' from 'F3'.


STEPHANIE CALLA: Empole & Nsuka Buying New York Property for $2.1M
------------------------------------------------------------------
Stephanie Calla asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the Sale of her interest in the
real property located at 259 West 132nd Street, New York, New York
to Mr. Paul Empole and Ms. Mamie Yvette Nsuka for $2.1 million,
free and clear of all claims.

The Debtor's assets consist, in part, of the Premises.

The Premises is encumbered by a first mortgage loan held by
Rushmore Loan Management Services, LLC as servicing agent U.S.
Bank, National Association as Legal Title Trustee for Truman 2012
SC2 Title Trust in the amount of $1,496,001.  It is also encumbered
by a lien held by Internal Revenue Services, in the amount of
$156,749.  

The Debtor has entered into an agreement to sell the Premises to
the Purchasers.  The parties have entered into the Residential
Contract of Sale.  There are three principal terms to the Contract:
(i) The asset transferred consists of the Premises described above;
(ii) the purchase price is $2.1 million to be paid as follows:
$210,000 deposit to be held in escrow (subject to motion being
granted) and balance $1.89 million to be payable at closing; (iii)
the Debtor is not related to the Purchasers.  

The Debtor asks an order from the Court (i) authorizing the sale of
the Premises to the Purchasers to the terms set forth in the
Contract; and (ii) authorizing the payment of the secured debts,
closing costs, subject to any allowed homestead exemption claimed
by the Debtor.

In the event the initial offer mentioned does not close within 30
days of the entry of an Order by the Court, the Debtor has another
contract of sale.  The contract is an agreement to sell the
Premises to Mr. David Yourman and Ms. Katherine Leddick,
non-insider Third Party.

There are three principal terms to the Contract: (i) The asset
transferred consists of the Premises described; (ii) the purchase
price is $2.2 million to be paid as follows: $220,000 deposit to be
held in escrow (subject to motion being granted) and balance
$1.98 million to be payable at closing; (iii) the Debtor is not
related to the Purchaser.

Selling the property will free up funds for unsecured creditors and
increase the likelihood of a successful completion of a Chapter 13
Plan.  

The Debtor also asks an Order extending the deadline for closing
indicated in the contracts respectively as follows; i) first
contract, extended to 30 days after entry of Court Order; and ii)
second contract extended to 60 days after entry of Court Order.

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

   http://bankrupt.com/misc/Stephanie_Calla_120_Sales.pdf

Counsel for Debtor:

          Linda M. Tirelli, Esq.
          LAW OFFICES OF TIRELLI LAW GROUP, LLC
          50 Main Street, Suite 405
          White Plains, NY 10606
          Telephone: (914) 732-3222

Stephanie Calla sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 16-12993) on Oct. 25, 2016.  The Debtor tapped Arlene
Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, PLLC as
counsel.


STONEGATE LANDING: Seeks to Hire Keller William as Broker
---------------------------------------------------------
Stonegate Landing LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire a real estate broker.

The Debtor proposes to employ Keller Williams of Easton in
connection with the sale of its real estate known as Stonegate
Landing in Dighton Massachusetts.

The firm will receive a commission of 5% of the selling price of
the property.  The listing agreement authorizes the firm to share
up to 2% of the selling price with buyer's agents.

Marie Paulsen of Keller Williams attests that she and other members
of the firm neither hold nor represent any interest adverse to the
Debtor and its creditors or bankruptcy estate.

Keller Williams can be reached through:

     Marie Paulsen
     Keller Williams Realty
     574 Washington Street
     South Easton, MA 02375

                     About Stonegate Landing

Stonegate Landing LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-14383) on Nov. 27,
2018.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $1 million.
Judge Melvin S. Hoffman is the case judge.  Parker & Associates is
the Debtor's legal counsel.


SUNSHINE DAIRY: Seeks to Extend Exclusive Filing Period to Feb. 19
------------------------------------------------------------------
Sunshine Dairy Foods Management, LLC and Karamanos Holdings, Inc.
asked the U.S. Bankruptcy Court for the District of Oregon to
extend the period during which they have the exclusive right to
file a Chapter 11 plan of reorganization through Feb. 19.

The companies' current exclusive filing period expired on Jan. 22.

The extension, if granted by the court, would give the companies
more time to craft their plan of liquidation and incorporate into
the plan the terms of their settlement agreement with the official
committee of unsecured creditors related to its motion for
substantive consolidation of the companies.  

                    About Sunshine Dairy Foods

Sunshine Dairy Foods is family-owned dairy processor serving local
food service customers, local food manufacturer partners, local
retailers and co-pack customers in the Pacific Northwest.  All
Sunshine milk products are packaged in recyclable opaque white jugs
and paper cartons to protect the milk from light and prevent
oxidation. Sunshine's largest vendor is its milk supplier, Oregon
Milk Marketing Federation. OMMF members are almost universally
family farmers who manage small to mid-sized farms in the
Willamette Valley, Oregon and Yakima Valley and Chehalis,
Washington.

Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc.,
filed voluntary petitions seeking relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case Nos. 18-31644 and 18-31646) on
May 9, 2018.

At the time of filing, Sunshine Dairy Foods estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.  

Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, and
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the
Debtors' counsel.  Daniel J. Boverman and Boverman & Associates,
LLC, serve as business and turnaround consultants.


TOISA LIMITED: Files 2nd Amended Joint Ch. 11 Plan of Liquidation
-----------------------------------------------------------------
Toisa Limited and certain of its affiliates filed a disclosure
statement in connection with their second amended joint plan of
liquidation dated Jan. 18, 2019.

Since the outset of these Chapter 11 Cases, the Debtors and their
advisors have engaged in discussions and negotiations with
prepetition lenders, including the Informal Committee as well as
their principals, financial advisors, and attorneys, as applicable,
and the Creditors' Committee and its advisors and attorneys in an
effort to reach a global resolution with respect to these Chapter
11 Cases. Since the corporate governance changes were effectuated
in January 2018, the Debtors have diligently continued those
efforts.

As a result of the continued negotiations between and among the
Debtors and the Informal Committee, the Debtors' secured lenders,
and the Creditors' Committee, a general consensus has been reached
on the Plan. However, the Debtors are in the process of reaching
agreement with their various creditors and stakeholders on certain
matters, including the amount of certain Allowed Claims and the
terms of certain releases, and thus the Debtors anticipate that the
Plan will be further amended prior to the Disclosure Statement
Hearing.

The purpose of the Plan is to allow the Debtors to liquidate all of
their assets and address their liabilities in an orderly manner.
The Plan provides for the distribution of substantially all of the
Debtors' assets, including proceeds from the completed, ongoing,
and future sale or assignment of substantially all of the Debtors'
assets, including the Oceangoing Vessels, the Offshore Vessels, the
G-IV Aircraft, and the Newbuild Contracts. The proceeds from these
sales have been and will continue to be used to pay down the
Debtors' prepetition secured indebtedness, fund the ongoing
wind-down costs of the Chapter 11 Cases, and fund Distributions
under the Plan, including payment of the Secured Lenders’
Superpriority Claims. The Plan also provides that the Plan
Administrator will continue to liquidate and wind down any
remaining assets of the Debtors not sold prior to the Effective
Date.

As is common in the shipping industry, the Debtors have very few
unsecured creditors because the Management Companies oversee,
manage, and exercise a degree of control over the operations of the
Debtors' vessels on a day to day basis to ensure that the Debtors'
obligations had otherwise been paid in the ordinary course,
including, but not limited to, all operating expenses, vendor
expenses, and employee-related costs. The Debtors are reviewing the
asserted unsecured Claims as of the Petition Date to determine
whether the creditors were paid or otherwise satisfied in the
ordinary course by the non-Debtor Management Companies.

Each holder of an Allowed Class 29 General Unsecured Claim will
receive its ratable share of the General Unsecured Claims
Distribution Reserve set forth in Section 6.7 of the Plan to be
distributed to Holders of Allowed Class 29 General Unsecured
Claims. Holders of Allowed Class 29 General Unsecured Claims who
received any payment from the Debtors during the Chapter 11 Cases
pursuant to any order of the Bankruptcy Court will not be excluded
from receiving Distributions under the Plan on account of such
Claims unless such Claims were fully satisfied by any prior
payments from the Debtors; provided, however, that Distributions on
account of such Claims will be made only to the extent such Claims
were not previously satisfied. The Debtors reserve all rights to
challenge the legal basis and amount of any asserted Class 29
General Unsecured Claim, and each such Holder reserves all rights
and defenses with respect to any such challenge.  Projected
recovery for general unsecured creditors is 0.1%.

On the Effective Date, all of the Debtors shall be merged into
Toisa, which will become Post-Effective Toisa. The Plan
Administrator will then have the authority to dissolve and complete
the winding up of such Debtors -- other than Post-Effective Toisa
-- without the necessity for any other or further actions to be
taken by or on behalf of the dissolving Debtor or their
shareholders or for any payments to be made in connection
therewith, other than the filing of a certificate of dissolution
with the appropriate governmental authorities. On the Effective
Date, all assets of the Debtors will be transferred to Toisa,
including all claims filed or scheduled in the affiliated Debtors'
cases.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nysb17-10184-1017.pdf

                   About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.

Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017.  In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in
assets and liabilities.

Judge Shelley C. Chapman is the case judge.

Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors.  The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.

The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017.  The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel.  Blank Rome LLP, is the special maritime counsel.


TONY3CARS INC: Carabetta Buying Dallas Property for $389K
---------------------------------------------------------
Tony3cars, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the sale of the residential property
located at 608 N Madison Avenue, Dallas, Texas to Frank Carabetta
for $389,000.

Objections, if any, must be filed within 21 days from the date the
Motion was served.

The Debtor owns certain real estate in Dallas, Texas.  Among the
property owned by the Debtor is the Property.  The Debtor had used
the Property as an office and rented part of the Property prior to
the filing of the Petition.

The Debtor had received an offer to purchase the Property prior to
the filing of the Petition from Carabetta.  Carabetta is not an
owner of the Debtor but does work with Celina Lopez, the owner of
the Debtor.  The sale to Carabetta did not close prior to the
filing of the Petition.  The Debtor proposes to sell the Property
to Carabetta for $389,000.  The parties have entered into their
Contract for Sale.

Currently the following parties hold or assert liens against the
Property: (i) Reeder Real Estate - $271,000; and (ii) Dak
International - $Ukn.

The Debtor now asks authority to sell the Property to Carabetta
free and clear of liens, claims, and encumbrances.  Any liens,
claims, and encumbrances on the Property will attach to the
proceeds of the sale of the Property.  Other usual and customary
closing costs, and taxes, will be paid by the at closing.

The Debtor asks that the Court specifically orders that the
provisions of Bankruptcy Rule 6004(h) do not apply to any order
approving the sale of the Property.

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

   http://bankrupt.com/misc/Tony3cars_LLC_33_Sales.pdf

The Purchaser:

         Frank Carabetta
         Telephone: (214) 240-0282
         Facsimile: (214) 353-0014

                      About Tony3cars LLC

Tony3cars, LLC is a privately-held company in Dallas, Texas in the
real estate agents and managers business.

Tony3cars sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Texas Case No. 18-33663) on Nov. 5, 2018.  In the
petition signed by Celia Lopez, sole member, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.  

The Debtor tapped Eric A. Liepins, P.C., as its legal counsel.


TORRADO CONSTRUCTION: March 6 Plan Confirmation Hearing Set
-----------------------------------------------------------
Bankruptcy Judge Jean K. Fitzsimon approved Torrado Construction
Company, Inc.'s disclosure statement referring to its chapter 11
plan.

Ballots accepting or rejecting the plan must be submitted on or
before 5:00 p.m. on Feb. 28, 2019.

Feb. 27, 2019 is fixed as the date on or before which any written
objection to confirmation of the Plan of Reorganization must be
filed.

The hearing on confirmation of the Debtor's Plan of Reorganization
will be held in U.S. Bankruptcy Court, 900 Market Street, Courtroom
#3, Philadelphia, Pennsylvania on March 6, 2019 at 12:30 p.m.

As of October 2018, the Debtor has received new work in the amount
of $2.3 million and believes it will be able to fund its Plan from
the collection of its receivables, the generation of new work,
collection from the litigation, and the capital contribution from
Luis E. Torrado.

Class 2. Unsecured Claims. Class 2 consist of Allowed Unsecured
Claims are impaired. Class 2 Claims are estimated at $925,278.04,
though the Debtor has indicated the number may be increased based
upon the Claims of painter's union ("IUPAT"). The extent, IUPAT
files additional claims by the Bar Date; the total of Unsecured
Claims may increase. Estimates in the Debtor's projections of Class
2 Claims do not account for any additional claims of IUPAT. Class 2
creditors shall receive a Payment of $400,000.

The Debtor's Plan shall be funded by the capital contribution of
$50,000.00 from the Debtor's principal, Luis E. Torrado from the
Debtor's operations and the generation of Net Cash Flows from
existing operations and new work obtained by the Debtor.

A full-text copy of the First Amended Disclosure Statement dated
January 9, 2019, is available at https://tinyurl.com/ycuaowxl from
PacerMonitor.com at no charge.

                About Torrado Construction

Torrado Construction Company, Inc. --
http://torradoconstruction.com/-- is a privately-held general
construction firm specializing in commercial construction,
renovations and rehabilitations, removal services and painting
services. It was established in 1995 by Luis E. Torrado and is
headquartered in Philadelphia, Pennsylvania.

Torrado Construction Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-14736) on July 18,
2018.  In the petition signed by Luis E. Torrado, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Judge Jean K. FitzSimon
presides over the case.

Ciardi & Astin, P.C. is the Debtor's legal counsel.  Torrado
Construction has hired SD Associates, P.C. as its accountant.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on September 28, 2018.


TRANSDIGM INC: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which TransDigm
Incorporated is a borrower traded in the secondary market at 97.78
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.88 percentage points from the
previous week. TransDigm Incorporated pays 250 basis points above
LIBOR to borrow under the $1.322 billion facility. The bank loan
matures on May 31, 2025. Moody's rates the loan 'Ba2' and Standard
& Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 11.


TRANSOUTH HOLDINGS: Selling Roberts' Saraland Property for $85K
---------------------------------------------------------------
TranSouth Holdings, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Alabama to authorize the Application to
Execute the Commercial Sale Agreement in connection with the sale
of Roberts Brothers, Inc.'s real property located at 424 Highway 43
North, Saraland, Alabama to Remax Gateway, as agent on behalf of
the Buyer, for $85,000.

To the best of the Debtor's knowledge, Roberts Brothers has no
other connection with the Debtor, the creditors or any other party
in interest or their respective attorneys or accountants or agents,
or the Bankruptcy Administrator or any person employed by the
Bankruptcy Administrator.

The Debtor respectfully asks that the Court grants the Application
to Execute the Commercial Sale Agreement, and to employ Roberts
Brothers to represent Debtor in the sale of the Property.

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

    http://bankrupt.com/misc/TranSouth_Holdings_10_Sales.pdf

Counsel for the Debtor:

          Mark A. Haynes, Esq.
          Michael D. Langan, Esq.
          267 Houston Street
          Mobile, AL 36606

TranSouth Holdings, LLC, sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 19-10103) on Jan. 11, 2019.



URGENT CARES: S&P Assigns B- ICR Amid NextCare Deal, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings noted that Urgent Cares of America Holdings I
LLC (doing business as FastMed), a Scottsdale, Arizona based urgent
care company, is acquiring another urgent care company, NextCare
Holdings, for about $475 million.  Following the transaction, pro
forma leverage will be around 10x, declining to less than 9x in
2020.

S&P is assigning its 'B-' issuer credit rating to Urgent Cares of
America Holdings I, LLC.  S&P said, "At the same time, we assigned
our 'B-' issue-level rating and '3' recovery rating (50%-70%,
rounded estimate: 60%) to the company's senior secured credit
facilities, and our 'CCC' rating and '6' recovery rating (0%-10%,
rounded estimate: 0%) to its second lien term loan."

The ratings on FastMed reflect the company's very high funded
leverage and S&P's expectation for slim operating cash flows over
the next two years. The ratings also reflect the company's position
as an industry leader in the attractive urgent care services
sector, pro forma for the transformative acquisition of FastMed.

FastMed, once the transaction to acquire NextCare is completed,
will be a large urgent care company, operating about 250 clinics in
10 states. Though the urgent care subsector is highly fragmented,
FastMed will operate in four key states--Arizona, North Carolina,
Texas, and Oklahoma. Its market share for the urgent care sector in
these states ranges from 10% in Oklahoma to over 30% in Arizona. We
think this scale is important because it provides some insulation
against adverse changes in any single market, including
reimbursement changes. This compares favorably to our one other
rated urgent care company, WP City MD, which operates primarily in
the metropolitan New York City market.

The risks of operating in a narrow business characterized by
significant competition, limited pricing flexibility, and
relatively low barriers to entry, make scale an important
competitive advantage. S&P thus expects FastMed to look for
opportunities to seek further growth both within its existing
markets and in new ones. However, for the next few years S&P
expects the company to focus on integrating NextCare into FastMed,
perhaps adding a few new clinics via de novo development.

S&P said, "While we view the urgent care business favorably as the
healthcare landscape reshapes itself, it has become highly
competitive. The industry migration away from a traditionally
hospital-focused, fee-for-service environment is well underway, as
payors and end-users (the patients) are incentivized to reduce
costs. The growth in consumerism and the concurrent rise in the
retail healthcare marketplace, which includes increased price
transparency, is fueled in part by the increased financial
responsibility by patients. These factors have been a key element
in both the emergence and the tremendous growth of the urgent care
subsector, but they also have contributed to significant
competition.

"In our view, the urgent care business model will not remain
static. Although the urgent care subsector is viewed as one of the
'solutions' to lowering costs in this evolving healthcare
landscape, its rapid maturation and role in the healthcare
marketplace has attracted a wide variety of competitors including
large healthcare/hospital systems, other private equity investors,
and many small and independent operators that include physician
investors. We expect competition on price and patient volume will
only intensify as the market continues to mature and consolidate.
Referral relationships and partnerships with other healthcare
providers are essential."

FastMed's strategy is to differentiate itself by adding certain
services such as family medicine, sports medicine, and occupational
health. S&P said, "We believe this is a good strategy that could
boost the company's growth in clinic visits. However, we also
believe this strategy is essential just to keep up with competitive
forces because we expect competitors to pursue a similar game plan,
reducing the ability to achieve high same-facility visit rates."

S&P said, "We expect leverage in 2019 to be very high at about 10x,
declining to less than 9x in 2020. We project funds from operations
(FFO)-to-debt ratio of less than 3%, with minimal projected free
cash flow in 2019. Once the merger is complete, however, and the
company begins to benefit from net synergies gained along with new
referral relationships, we think that adjusted margins will
increase to about 22% in 2020 from about 19.4% in 2019, which will
contribute to declining leverage in 2020. Moreover, we expect the
company's financial sponsors to prioritize growth and shareholder
returns such that the company will remain highly leveraged for the
next several years.

"Our stable outlook reflects our view that the company's focus will
be on integrating NextCare into FastMed, and on pursuing modest de
novo growth. We expect the company to direct any free cash flow
toward its growth strategy, while focusing on cost reduction to
help boost EBITDA margins. We expect adjusted debt leverage to
exceed 8x over the next two years given the currently very high
leverage and our view that the long term priorities of growth and
financial sponsor ownership will limit debt reduction.

"We could lower the rating if the company is unable to realize the
cost savings we expect and EBITDA margins are about 200 basis
points below our expectations of a 19.4% margin in 2019 and 22%
margin in 2020. This could occur if the company's integration
efforts, or cost reduction strategy do not achieve expected
results, and/or if pricing and patient volumes are weaker than we
anticipate because of competitive forces. In that scenario, we
believe that leverage would be sustained above 10x and the company
would generate persistent cash flow deficits, prompting us to view
the company's capital structure as unsustainable.

"Although an upgrade is unlikely in the near term, we could raise
the ratings if the company is able to achieve its synergies and
cost reduction plan, and produce better-than-expected growth that
would lead to a sustainable increase in margin of 200 basis points
above our 2020 projection. In that scenario, we would need to see
leverage decline to less than 8x and free cash flow increase to at
least $20 million."

FastMed, once it completes its acquisition of NextCare, will be the
largest independently owned and operated urgent care provider in
the U.S.


US SILICA: Bank Debt Trades at 9% Off
-------------------------------------
Participations in a syndicated loan under which US Silica
Corporation is a borrower traded in the secondary market at 91.31
cents-on-the-dollar during the week ended Friday, January 11, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.87 percentage points from the
previous week. US Silica pays 400 basis points above LIBOR to
borrow under the $1.280 billion facility. The bank loan matures on
May 1, 2025. Moody's rates the loan 'B1' and Standard & Poor's gave
a 'B+' rating to the loan. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday, January
11.



VALENTIA GLOBAL: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Valentia Global, LLC as of Jan. 28,
according to a court docket.

                       About Valentia Global

Valentia Global, LLC -- http://www.valentiarestaurant.com/-- is a
privately-held that owns and operates the Valentia Mediterranean
Restaurant.  It offers signature dishes including Paella Valenciana
(rice with chicken, snails and seasonal vegetables), Arroz A Banda
(rice with peeled seafood), Arroz Negro (rice with calamari ink),
and Paella De Mariscos (rice with shrimp, prawns and langostines.

Valentia Global filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-25653) on Dec. 17, 2018.  In the petition signed by Ivan
Marzal, authorized member, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  

The case has been assigned to Judge Robert A. Mark.  The Debtor
tapped Aaronson Schantz Beiley P.A. as its legal counsel.


VANGUARD NATURAL: Amends Employment Agreements with Top Executives
------------------------------------------------------------------
Vanguard Natural Resources, Inc., has entered into an Amended and
Restated Employment Agreement with its President and Chief
Executive Officer, Richard Scott Sloan.  The initial term of the
employment agreement will begin on Jan. 26, 2019, and end on Dec.
31, 2020, which term will automatically renew for one-year periods
unless the Company or Mr. Sloan gives notice that it or he, as
applicable, does not wish to extend the Agreement.  The employment
agreement provides that Mr. Sloan is entitled to receive an annual
base salary of $720,000 and an annual target bonus equal to 100% of
his base salary; provided that during the 2019 calendar year, Mr.
Sloan will instead participate in a quarterly bonus arrangement
that provides him the opportunity to earn a target quarterly bonus
of $180,000.  The Sloan STIP permits Mr. Sloan to earn a quarterly
bonus if performance metrics are achieved during the applicable
calendar quarter on either a stand-alone or "catch up" basis.  Mr.
Sloan can earn up to 150% of his quarterly target bonus if the
applicable performance metrics are exceeded.  The employment
agreement also provides for the payment by the Company to Mr. Sloan
of a one-time fee in the amount of $1,000,000, which Mr. Sloan will
be required to repay to the Company in the event his employment
with the Company terminates before a specified date other than (a)
by the Company for a reason other than Cause, (b) by Mr. Sloan for
Good Reason, or (c) due to Mr. Sloan's death or Disability.  The
other terms of the employment agreement are generally consistent
with the terms of Mr. Sloan's prior agreement, except that: (i) if
a Change of Control occurs during 2019 or 2020, then the Change of
Control Payment will equal two times Mr. Sloan's Target Bonus
(rather than his actual bonus for the prior year), (ii) a
non-renewal of Mr. Sloan's employment upon a notice of non-renewal
from the Company is treated the same as a termination without Cause
for purposes of Mr. Sloan's severance payments and benefits, and
(iii) Mr. Sloan will receive a Pro Rata Bonus in the event that his
employment terminates by reason of his death or Disability.
Further, the agreement clarifies that certain events do not
constitute a Change of Control or Good Reason event.

       Ryan Midgett Amended and Restated Employment Agreement

On Jan. 22, 2019, the Company entered into an Amended and Restated
Employment Agreement with its Chief Financial Officer, Ryan
Midgett.  The initial term of the employment agreement will begin
on Jan. 26, 2019, and end on Dec. 31, 2020, which term will
automatically renew for one-year periods unless the Company or Mr.
Midgett gives notice that it or he, as applicable, does not wish to
extend the Agreement.  The employment agreement provides that Mr.
Midgett is entitled to receive an annual base salary of $325,000
and an annual target bonus equal to 80% of his base salary;
provided that during the 2019 calendar year, Mr. Midgett will
instead participate in a quarterly bonus arrangement that provides
him the opportunity to earn a target quarterly bonus of $65,000.
The Midgett STIP permits Mr. Midgett to earn a quarterly bonus if
performance metrics are achieved during the applicable calendar
quarter on either a stand-alone or "catch up" basis.  Mr. Midgett
can earn up to 150% of his quarterly target bonus if the applicable
performance metrics are exceeded.  The employment agreement also
provides for the payment by the Company to Mr. Midgett of a
one-time fee in the amount of $325,000, which Mr. Midgett will be
required to repay to the Company in the event his employment with
the Company terminates for any reason before a specified date other
than (a) by the Company for a reason other than Cause, (b) by Mr.
Midgett for Good Reason, or (c) due to Mr. Midgett's death or
Disability.  The other terms of the agreement are generally
consistent with the terms of Mr. Midgett's prior agreement, except
that: (i) if a Change of Control occurs during 2019 or 2020, then
the Change of Control Payment will equal two times his Target Bonus
(rather than his actual bonus for the prior year), (ii) a
non-renewal of his employment upon a notice of non-renewal from the
Company is treated the same as a termination without Cause for
purposes of his severance payments and benefits, and (iii) he will
receive any Earned but Unpaid Bonus and the Pro Rata Bonus upon a
termination of his employment without Cause or as a result of his
death or Disability or upon his resignation for Good Reason.
Further, the agreement clarifies that certain events do not
constitute a Change of Control or Good Reason event.

   Jonathan Curth Amended and Restated Employment Agreement

On Jan. 22, 2019, the Company entered into an Amended and Restated
Employment Agreement with its General Counsel, Corporate Secretary
and Vice President of Land, Jonathan C. Curth.  The initial term of
the employment agreement will begin on Jan. 26, 2019, and end on
Dec. 31, 2020, which term will automatically renew for one-year
periods unless the Company or Mr. Curth gives notice that it or he,
as applicable, does not wish to extend the Agreement.  The
employment agreement provides that Mr. Curth is entitled to receive
an annual base salary of $380,000 and an annual target bonus equal
to 80% of his base salary; provided that during the 2019 calendar
year, Mr. Curth will instead participate in a quarterly bonus
arrangement that provides him the opportunity to earn a target
quarterly bonus of $76,000.  The Curth STIP permits Mr. Curth to
earn a quarterly bonus if performance metrics are achieved during
the applicable calendar quarter on either a stand-alone or "catch
up" basis.  Mr. Curth can earn up to 150% of his quarterly target
bonus if the applicable performance metrics are exceeded.  The
employment agreement also provides for the payment by the Company
to Mr. Curth of a one-time fee in the amount of $380,000, which Mr.
Curth will be required to repay to the Company in the event his
employment with the Company terminates for any reason before a
specified date other than (a) by the Company for a reason other
than Cause, (b) by Mr. Curth for Good Reason, or (c) due to Mr.
Curth's death or Disability.  The other terms of the agreement are
generally consistent with the terms of Mr. Curth’s prior
agreement, except that: (i) if a Change of Control occurs during
2019 or 2020, then the Change of Control Payment (as defined
therein) will equal two times his Target Bonus (rather than his
actual bonus for the prior year), (ii) a non-renewal of his
employment upon a notice of non-renewal from the Company is treated
the same as a termination without Cause for purposes of his
severance payments and benefits, and (iii) he will receive any
Earned but Unpaid Bonus and the Pro Rata Bonus upon a termination
of his employment without Cause or as a result of his death or
Disability or upon his resignation for Good Reason.  Further, the
agreement clarifies that certain events do not constitute a Change
of Control or Good Reason event.

           Approval of Updated Director Compensation

On Jan. 22, 2019, the Board approved a change in the Company's
Board of Director compensation plan, effective immediately.  The
annual director fee paid in respect of each director's service on
the Board will be $200,000, payable quarterly, in advance, solely
in cash.

                    About Vanguard Natural

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

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

On Dec. 6, 2018, Vanguard Natural entered into the Third Amendment
to the Fourth Amended and Restated Credit Agreement, dated as of
Aug. 1, 2017, among the Company, Vanguard Natural Gas, LLC,
Citibank N.A., as Administrative Agent and the lenders.  The Third
Amendment makes certain modifications to the Credit Agreement to
allow the Company additional flexibility to pursue and consummate
sales of certain of its oil and natural gas properties.  As of
Sept. 30, 2018, Vanguard Natural had $1.50 billion in total assets,
$1.23 billion in total liabilities, and $274.3 million in total
stockholders' equity attributable to common stockholders.


VENOCO LLC: Del. Court Has Jurisdiction Over Suit vs California
---------------------------------------------------------------
In the adversary proceeding captioned EUGENE DAVIS, in his capacity
as Liquidating Trustee of the Venoco Liquidating Trust, Plaintiffs,
v. STATE OF CALIFORNIA, and CALIFORNIA STATE LANDS COMMISION,
Defendants, Adv. Pro. No. 18-50908 (KG) (Bankr. D. Del.),
Bankruptcy Judge Kevin Gross finds that the Court has jurisdiction
over the case will and not abstain from hearing the adversary
proceeding.

The Defendants make several arguments in support of their position
that the Court lacks subject matter jurisdiction over Debtors'
adversary proceeding.

   1. The Court does not have jurisdiction over the State because
of the Eleventh Amendment to the Constitution of the United States
and sovereign immunity.

   2. The Court lacks "arising" in or "related to" jurisdiction.

   3. Jurisdiction is lacking for "just compensation" under the
Fifth Amendment to the Constitution and Section105(a) of the
Bankruptcy Code.

   4. The Trustee failed to complete his state law remedies.

   5. The Court should decline to exercise jurisdiction.

Finally, if they do not prevail on the jurisdiction defenses,
Defendants argue that the Complaint fails to state a claim.

The Court is satisfied that it has subject matter jurisdiction,
sovereign immunity does not apply or Defendants have waived
sovereign immunity, the other defenses are unremitting and Debtors
have stated a claim in the Complaint.

There are several other reasons which cause the Court at the motion
to dismiss stage to deny dismissal on account of sovereign
immunity. First, the Commission and the State are both at risk for
liability because the Commission was acting on behalf of the State.
At this early stage before there has been any discovery, the Court
views the State and the Commission as one and the actions of the
Commission are attributable to the State. Second, the Commission
filed a $130 million proof of claim in the bankruptcy case for
matters related to the Defendants' abandonment of Platform Holly
and the EOF. It is impossible to make sense of proceeding with the
Defendants' claim in Delaware and the inverse condemnation case
proceeding across the country in California. Third, this is an
inverse condemnation case. Governmental bodies (and often states)
are natural parties in such suits given the very nature of the
action. For these reasons, sovereign immunity does not command the
Defendants' dismissal.

Case law has greatly clarified the principles of core -- "arising
in" and non-core -- "related to" jurisdiction. The State and the
Commission argue that neither principle applies to them. The Court
disagrees. There are many decisions which address the issues. One
of the leading decisions on the history of confirmation, releases
and jurisdiction can be found in this district from the learned and
thorough decisions in In re Millennium Lab Holdings II, LLC, 575
B.R. 252. In Millenium, the bankruptcy court and the district court
on appeal discussed at length bankruptcy jurisdiction and core and
non-core jurisdiction and the effectiveness of non-consensual
third-party releases. The bankruptcy court and the district court
agreed that the bankruptcy court had jurisdiction to grant
third-party releases.

In addition, helpful in the Court's thinking is the Supreme Court's
decision in Executive Benefits Insurance Agency v. Arkison, 573
U.S. 25 (2014). There, a bankruptcy trustee sued under a fraudulent
transfer theory to recover commissions paid to a noncreditor. The
issue the Supreme Court addressed was how courts should proceed
when they encounter a non-core claim. In discussing the differences
between core and non-core claims, the Supreme Court ruled that with
respect to noncore claims, a bankruptcy court can adjudicate such
claims provided it issues proposed findings of fact and conclusions
of law which a district court then reviews de novo. In other words,
even a bankruptcy court's proposed findings of fact and conclusions
of law in a non-core proceeding can be rectified by the district
court's review and treatment of a decision as proposed findings of
fact and conclusions of law.

The Court also considers twelve factors in determining whether or
not to abstain. The factors are:

(1) the effect or lack thereof on the efficient administration of
the estate if the Court abstains;
(2) extent to which state law issues predominate over bankruptcy
issues;
(3) difficult or unsettled nature of applicable law;
(4) presence of related proceeding commenced in state court or
other nonbankruptcy proceeding;
(5) jurisdictional basis, if any, other than § 1334;
(6) degree of relatedness or remoteness of proceeding to main
bankruptcy case;
(7) the substance rather than the form of an asserted core
proceeding;
(8) the feasibility of severing state law claims from core
bankruptcy matters to allow judgments to be entered in state court
with enforcement left to the bankruptcy court;
(9) the burden of the bankruptcy court's docket;
(10) the likelihood that the commencement of the proceeding in
bankruptcy court involves forum shopping by one of the parties;
(11) the existence of a right to a jury trial;
(12) the presence in the proceeding of nondebtor parties.

After analyzing these twelve factors and especially the factors it
considers most important, the Court concludes that it would be
inappropriate to abstain.

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

Eugene Davis, in his capacity as Liquidating Trustee of the Venoco
Liquidating Trust, Plaintiff, represented by Andrew R. Remming --
aremming@mnat.com -- Morris, Nichols, Arsht & Tunnell LLP & Matthew
O Talmo -- mtalmo@mnat.com -- Morris, Nichols Arsht & Tunnell LLP.

State of California, Defendant, represented by Mitchell Elliott
Rishe, California Attorney General's Office.

California State Lands Commission, Defendant, represented by David
M. Fournier -- fournierd@pepperlaw.com -- Pepper Hamilton LLP,
Kenneth Listwak -- listwakk@pepperlaw.com -- Pepper Hamilton, LLP &
Mitchell Elliott Rishe, California Attorney General's Office.

                      About Venoco

Venoco, LLC, is a California-based and privately owned independent
energy company primarily focused on the acquisition, exploration,
production and development of oil and gas properties.  As of April
2017, Venoco held interests in approximately 57,859 net acres, of
which approximately 40,945 are developed.

In the midst of a historic collapse in the oil and gas industry,
Venoco, Inc. – the predecessor in interest to Venoco, LLC,
and six of Venoco, Inc.'s affiliates commenced voluntary Chapter 11
cases (Bankr. D. Del. Lead Case No. 16-10655) on March 18, 2016, in
Delaware to address their overleveraged capital structure.  In
under four months, the 2016 Debtors confirmed a plan eliminating
more than $1 billion in funded debt and other liabilities.

On April 17, 2017, each of Venoco, LLC, and six of its subsidiaries
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-10828).  As of the bankruptcy filing, the Debtors estimated
assets in the range of $10 million to $50 million and liabilities
of up to $100 million.

Judge Kevin Gross presides over the 2017 cases.  

The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and
Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and
turnaround advisor; Seaport Global Securities LLC as financial
advisor; and Prime Clerk LLC as claims, noticing and balloting
agent.


VICTOR P. KEARNEY: District Court Stays Suit vs Abruzzos
--------------------------------------------------------
District Judge Larry R. Hicks approved the stipulation entered into
by Plaintiff Victor Kearney and Defendants Louis Abruzzo and
Benjamin Abruzzo, Co-Trustees of the Mary Pat Abruzzo Kearney
Testamentary Trusts B and C to stay the proceedings captioned
VICTOR KEARNEY, Plaintiff, v. LOUIS ABRUZZO, Trustee of the Mary
Pat Abruzzo Kearney Testamentary Trusts B and C; BENJAMIN ABRUZZO,
Trustee of the Mary Pat Abruzzo Kearney Testamentary Trusts B and
C; THE MARY PAT ABRUZZO KEARNEY TESTAMENTARY TRUSTS B AND C; and
DOES 1 through 50, inclusive, Defendants, Case No.
3:18-cv-00468-LRH-WGC (D. Nev.) until a determination is made as to
which plan is to be confirmed in Plaintiff's New Mexico Chapter 11
Bankruptcy.

Plaintiff and Defendants further stipulate that they will file a
status report upon the outcome of the plan confirmation hearing, or
by Feb. 28, 2019, whichever is earlier. The Parties also stipulate
that they are reserving all rights and legal arguments pending the
outcome of the Bankruptcy hearings and that this Stipulation to
Stay the Proceedings will expire on March 4, 2019.

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

Victor Kearney, Plaintiff, represented by Robert A. Dotson , Dotson
Law & Mead Alexander Dixon , Dotson Law.

Louis Abruzzo & Benjamin Abruzzo, Defendants, represented by
Richard G. Campbell, Jr. , Kaempfer Crowell.

Victor P. Kearney filed for chapter 11 bankruptcy protection
(Bankr. D.N.M. Case No. 17-12274) on Sept. 1, 2017 and is
represented by Jason Michael Cline, Esq. of Jason Cline, LLC.


VIRENCE INTERMEDIATE: S&P Affirms 'B' ICR on athenahealth Merger
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Virence
Intermediate Holdings LLC.
S&P said, "We also assigned our 'B' issue-level rating to the
proposed first-lien credit facility, which includes a $400 million
revolver and $3.66 billion term loan. The recovery rating is '3',
indicating our expectation for meaningful recovery (rounded
estimate: 65%) in the event of payment default."

Private equity firms Veritas Capital and Evergreen Coast Capital
are acquiring Watertown, Mass.-based athenahealth Inc. and merging
it with Virence Intermediate Holdings LLC (formerly known as
VVC-WFM Intermediate Holdings LLC) in a transaction totaling $6.8
billion.

The acquisition of athenahealth significantly increases the Virence
Intermediate Holdings' scale and cash flow base. S&P said, "The
company's provider network will increase dramatically from 37,000
providers to over 150,000, which we believe will prove highly
beneficial from a data perspective as health care moves towards a
value-based reimbursement model. We also think that Virence and
athenahealth's services are complementary and that athenahealth has
a good reputation in the marketplace. The athenaOne platform is a
cloud-based electronic health record (her) and revenue cycle
management (RCM) solution that replaces critical insourced
services, which we believe encourages customer stickiness. We also
believe athenahealth has good retention rates since it focuses on
smaller providers, which are less likely to switch to a competitor
or bring services back in-house once their RCM and EHR capabilities
have been outsourced. Furthermore, Virence could discontinue its
platform development since athenahealth already has a cloud-based
software as a service (SaaS) platform."

S&P said, "The stable outlook on Virence reflects our expectation
that the company will successfully integrate with athenahealth,
despite high funded leverage over 8x. We expect the combined
company to generate high-single-digit revenue growth, maintain
EBITDA margins, and generate FOCF of greater than $100 million."



WASHINGTON PRIME: Fitch Lowers LT IDR to BB+, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Washington Prime Group,
Inc. (NYSE: WPG) and its operating partnership, Washington Prime
Group Limited Partnership, including the Long-Term Issuer Default
Rating, to 'BB+' from 'BBB-'. The Rating Outlook is Negative.

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

The Negative Outlook reflects Fitch's expectation that operating
performance trends will endure in the near-to-medium term, putting
pressure on WPG's cash flows and capital access.

KEY RATING DRIVERS

Declining Cash Flows:

Fitch expects WPG's same-center NOI will likely decline at a low
single-digit rate through the 2021 rating case projection period.
The company's operating performance has been affected by negative
retailer trends, in particular tenant bankruptcies and store
closures. For the LTM ended Sept. 30, 2018, the company's
stabilized mall same-center tenant sales per square foot was $376
with same-center NOI (including open air and non-core properties)
down approximately 3.0% for the nine months ended Sept. 30, 2018.

For the LTM ended Sept. 30, 2018, renewal leasing spreads, a
leading indicator of future same-property NOI, were negative 7.8%
and new lease spreads were negative 4.6%. Fitch expects continued
softness in the company's operating metrics as the bricks and
mortar retailer headwinds (i.e. eCommerce growth and related
underperforming retailer tenants) continue to pressure occupancies
and new and renewal lease spreads.

Deteriorating Capital Access:

CMBS lenders have tightened Class B mall underwriting standards
over the last year to generally require tenant productivity in the
low-to-mid $400 psf range from the high $300 psf range. Similarly,
Fitch views WPG's access to non-bank unsecured debt capital as weak
compared to retail REIT peers when measured by existing bond
yields. The company last accessed the bond market during August
2017 when it issued $750 million of 5.95% senior unsecured notes.
These bonds are currently trading at a yield of approximately 8%.

In addition, WPG's common equity is trading close to its all-time
low and at a discount to net asset value. Weak public and private
equity investor demand and reduced mortgage availability for B
malls limits the extent to which WPG can raise equity through asset
sales and common equity issuance.

Weaker Credit Protection Metrics:

Fitch expects that REIT leverage will sustain in the high 6.0x to
low 7.0x range, driven by negative low-single-digit SSNOI growth
over the projection period. WPG's REIT leverage was in the high
6.0x range for the quarter ended Sept. 30, 2018, up from the 6x
range as of Dec. 31, 2017.

Fitch expects REIT fixed-charge coverage to sustain in the mid 2x
range, down from approximately 3x for the TTM ended Dec. 31, 2017.


Lower UA/UD:

Unencumbered asset coverage of unsecured debt (UA/UD) was 1.8x when
applying a stressed 9.0% capitalization rate to consolidated
unencumbered NOI at Sept. 30, 2018, down from 2.1x as of June 30,
2017. Secured debt financing availability for less productive malls
has weakened materially, limiting the contingent liquidity provided
by the company's unencumbered pool. Fitch estimates UA/UD coverage
would be approximately 1.1x, based on the stressed unencumbered
asset value of WPG's more financeable Tier 1 malls (averaging sales
per square foot of approximately $400 psf) and 1.6x when including
the company's open air centers.

RECOVERY RATINGS
In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
provides standardized RRs for issuers with IDRs in the 'BB'
category. The 'RR4' for WPG's senior unsecured debt supports a
rating of 'BB+', the same as WPG's IDR, and reflects average
recovery prospects in a distressed scenario. WPG's 1.8x UA/UD ratio
supports Fitch's 'RR4' recovery assumption, notwithstanding the
material amount of priority secured mortgage debt in the company's
capital structure. The 'RR6' for WPG's preferred stock supports a
rating of 'BB-', two notches below WPG's IDR, and reflects the deep
subordination and weak recovery prospects in a distressed
scenario.

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

DERIVATION SUMMARY

WPG's ratings reflect its asset quality based on occupancy, SSNOI
growth, leasing spreads and tenant quality, relative to A-mall peer
Simon Property Group (SPG; A/ Stable) and B-mall peer CBL &
Associates (CBL; BB-/Negative). WPG's mall asset quality is similar
to CBL, but WPG has a larger portfolio of better performing
non-mall retail holdings and, as a result, better overall operating
performance. In addition, WPG's leverage is lower than CBL's and
WPG has better contingent liquidity as measured by a comparison of
the company's UA/UD ratios.

WPG has weak access to capital, given its equity is currently
trading close to its all-time low and at a discount to NAV and the
wide spreads at which its bonds trade relative to the broader peer
set. Further, secured lender sentiment for the B-mall asset class
has declined to a level that Fitch believes is below that of many
other retail CRE asset classes.

KEY ASSUMPTIONS

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

  -- Annual SSNOI growth in the negative 3%-4% range for 2018-2020;


  -- Annual development/redevelopment spend of $100 million for
2018-2019, declining to $50 million in 2020. The weighted average
initial yield on cost for projects coming online is approximately
8%;

  -- Annual recurring capital expenditures of $75 million;

  -- Total non-core asset sales of approximately $70 million;

  -- $500 million of debt issuance in 2020;

  -- No equity issuance through 2020.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to Fitch
Revising the Outlook to Stable at a 'BB+' IDR:

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

  -- Fitch's expectation of net debt to recurring operating EBITDA
sustaining below 6.5x;

  -- Fitch's expectation of REIT fixed-charge coverage sustaining
above 2.0x;

  -- Fitch's expectation of unencumbered asset coverage of
unsecured debt at approximately 2.0x.

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

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

  -- Fitch's expectation of net debt to recurring operating EBITDA
sustaining above 6.5x;

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

  -- Failure to maintain unencumbered asset coverage of unsecured
debt above 1.75x.

  -- Reduced financial flexibility and or a deteriorating liquidity
profile including reduced financial flexibility stemming from
significant utilization of lines of credit, deterioration in the
secured mortgage market for WPG's mall assets and or difficulties
in refinancing debts.

LIQUIDITY

WPG's base case liquidity coverage ratio of 0.7x through the end of
2020 is weak for the rating and is driven primarily by moderate
revolver availability, debt maturities, capital expenditures and
the company's common dividends. Fitch defines liquidity coverage as
sources of liquidity divided by uses of liquidity. Sources of
liquidity include unrestricted cash, availability under unsecured
revolving credit facilities, and retained cash flow from operating
activities after dividends. Uses of liquidity include pro rata debt
maturities, expected recurring capital expenditures and remaining
(re)development costs.

As of Sept. 30, 2018, the company had $73.1 million of cash and
equivalents and approximately $330 million of revolver
availability. The revolver has an initial maturity of December 2021
with two six month extensions subject to compliance with the terms
of the company's revolving credit facility.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Washington Prime Group, Inc.

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

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

Washington Prime Group Limited Partnership

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

  -- Senior unsecured revolving credit facility to 'BB+'/'RR4' from
'BBB-';

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

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

The Rating Outlook is Negative.


WJA ASSET: March 21 Confirmation Hearing on CA Express Plan
-----------------------------------------------------------
The Disclosure Statement explaining CA Express Fund, LLC ("CA
Express"), and WJA Express Fund, LLC's Chapter 11 plan of
liquidation is approved.  The hearing to consider confirmation of
the Plan is scheduled for March 21, 2019, at 11:00 a.m.

Any objection to confirmation of the Plan must be filed with the
Court and served on counsel for the Debtors on or before February
21, 2019.  Any objecting party wishing to reply to the Debtors'
brief in support of confirmation of the Plan must file and serve
its reply on or before March 14, 2019.

A full-text copy of the Disclosure Statement explaining CA Express
Plan is available at https://tinyurl.com/y72wbvrj from
PacerMonitor.com at no charge.

Meanwhile, the hearing to consider approval of the First Amended
Disclosure Statement Describing Joint Chapter 11 Plan of
Liquidation  WJA Real Estate Opportunity Fund II, LLC ("WJA REO
Fund II"), and CA Real Estate Opportunity Fund II, LLC ("CA REO
Fund II") has been continued to February 7, 2019, at 11:00 a.m.

A full-text copy of the Disclosure Statement explaining the WJA REO
Fund Plan is available at https://tinyurl.com/y8we5wnf from
PacerMonitor.com at no charge.

A redlined copy of the First Amended Disclosure Statement
explaining the WJA REO Fund Plan is available at
https://tinyurl.com/y788wlj2 from PacerMonitor.com at no charge.

                About WJA Asset Management

Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals.  Many of the existing
funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.

William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor.  Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al.  William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.

On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions.  On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition.  The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.

Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.

At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.  

Judge Scott C. Clarkson presides over the cases.

Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.  Ann Moore of
Norton Moore Adams has been tapped as special counsel.  Elite
Properties Realty is the broker.


WPB HOSPITALITY: Brinkman Buying Incomplete Denver Hotel for $9.4M
------------------------------------------------------------------
WPB Hospitality, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize the sale of an incomplete hotel
under construction on a four-acre parcel located at 16161 E. 40th
Avenue, Denver, Colorado, to Brinkman Capital, LLC for $9,425,000.

WPB owns a four-acre parcel of land located at 16161 E. 40th
Avenue, Denver, Colorado in the Gateway Park business district near
Denver International Airport upon which is a partially constructed
hotel.  The construction of the hotel was temporarily stopped due
to problems with the contractor, architect and the construction
management company.

American Lending Center, LLC ("ALC"), a California limited
liability company whose business address is 1 World Trade Center,
Ste. 1180, Long Beach, California, is a secured creditor of WPB.

On Nov. 1, 2018, WPB made its first post-petition interest payment
to ALC in the amount of $35,582.  On Dec. 3, 2018, WPB made its
second monthly post-petition interest payment to ALC in the amount
of $35,685.

The Debtor's counsel has been advised that on Jan. 2, 2019 WPB made
its third monthly post-petition interest payment to ALC in the
amount of $35,828.  The counsel has been advised by ALC's counsel
that the fourth monthly post-petition interest payment will be in
the amount of $36,571 and due Feb. 1, 2019.

ALC had filed a Motion for Relief from the Automatic Stay on Oct.
18, 2018 asserting the within Single Asset Real Estate
reorganization was a bad faith filing and that relief from the
automatic stay should be granted.  The Debtor responded to ALC's
Motion for Relief from Stay and asserted that the case was not a
bad faith filing and that cause did not exist for granting relief
from stay including but not limited due to the fact that the
subject property is worth approximately $4 million more than ALC's
alleged debt; that WPB has been making monthly interest payments to
ALC and that the Debtor had additional secured or unsecured
creditors that would be foreclosed out if ALC were granted relief
from the automatic stay.  A preliminary hearing was held on ALC's
Motion for Relief from Stay on Dec. 13, 2018.

By Minute Order dated Dec. 13, 2018, the Court determined that
there were evidentiary issues which required setting a final
hearing on ALC's Motion for Relief from Stay.  The final hearing on
ALC's Motion for Relief from Stay is scheduled for Feb. 6, 2019 at
9:30 a.m.

CBRE, Inc. did not actively market the property until the Order for
their employment was approved.  Additionally, an agreement to
extend the Contract with the Broker was signed by the Debtor on
Jan. 16, 2019.  Since that date CBRE has obtained two purchase
offers for the property.

The first offer was from Rite-A-Way, LLC for $9 million and a
Motion to Approve the Sale to Right A Way, LLC was filed on Jan. 3,
2019.  Right-A-Way assigned its rights under the Contract to Denver
East Hospitality, LLC.  On Jan. 15, 2019, Denver East Hospitality,
LLC as the assignee of Right-A-Way, elected to terminate the
Contract.  Denver East exercised its option to terminate the
Contract pursuant to subsection 10.6.2.1 of the Contract.
Accordingly, the Debtor has filed a Withdrawal of its Motion to
Approve the Sale of the Property to Right-A-Way, LLC/Denver East
Hospitality, LLC.

The second offer was from Brinkman for a gross amount of
$9,425,000.  The Brinkman Contract was dated Dec. 11, 2018.  

The Debtor has now elected to accept the offer from Brinkman.  The
Brinkman Contract was accepted by the Debtor and Brinkman on Jan.
15, 2019 upon receipt of termination by Right-A-Way, LLC/Denver
East Hospitality, LLC.  Brinkman is uniquely suited to buy the
subject property because it will be utilizing its own construction
company to complete the project.

The Contract provides, inter alia, for the following:

     a) The Purchase Price is $9,425,000, free and clear of the
liens and claims.

     b) The Buyer will deliver $125,000 in earnest money.

     c) The Buyer will pay $9,425,000 in cash at closing (including
the earnest money).

     d) The Contract does provide that the Buyer will obtain a new
loan in an amount to be determined.

     e) The Contract provides for a 30-day inspection period from
the mutual execution of the Contract.

     f) The Contract provides that during the inspection period the
Buyer may review the current Franchise Agreement between the Debtor
and Marriott permitting a Four Points Hotel to be located on the
property in order for the Buyer to determine whether to assume that
Contract or enter into a new Franchise Agreement.

     g) The Property is being sold on as "as is" basis without
warranties or representations.

     h) The Contract provides that it is specifically contingent
upon Bankruptcy Court approval.

     i) Any sale of the Property is subject to bankruptcy court
approval pursuant to paragraph 30.6 of the contract.

     j) The Contract in paragraph 30.9 requires Seller to pay
Brinkman Brokerage, LLC, a Colorado limited liability company a
real estate commission equal to 2% of the purchase price at
closing.  The 2% commission is 2% of $9,425,000 which is $188,500.

     k) The contract is also contingent on Court approval for the
Debtor's paying a brokerage commission of 3% of the sales price out
of the sales proceeds to Mark Darrington and Larry Kaplan of CBRE,
Inc.

     l) The 3% commission to CBRE, Inc. on the $9,425,000 purchase
price is equal to $282,750.

The Debtor intends on paying the only Notes and Deeds of Trust a
total of $5 million at closing with the balance, if any, of ALC's
claim to attach to the net sale proceeds.  Similarly, it only
intends to pay the City and County of Denver's Storm Drain Lien
described below in the amount of $135.  It also intends on paying
the City and County of Denver's Secured Lien for past due real
property taxes in the amount of $101,205 for the period Jan. 1,
2017 through Dec. 31, 2017.   The Debtor believes that the
remaining Mechanic Lien Claimants, especially those that did not
file Proofs of Claim, and other claims are in bona fide dispute.
All net sale proceeds will be escrowed and any of the other lien
claimants interest in the property, if any, will attach to the net
sale proceeds.

Summary of alleged liens and encumbrances:

     Note A & B DOT              ALC               $5,329,779
     Storm Drain Lien     City & County of Denver  $      135
     Real Property Taxes  City & County of Denver  $  101,341
     Mechanic lien            Rio Grande Co.       $   53,830
     Mechanic lien         O'Brien Concrete        $   13,887
     Mechanic lien          United Rentals         $   64,467
     Mechanic lien          Redd Iron, Inc.        $   53,220
     Mechanic lien      Metro Building Products    $    4,650
     Mechanic lien       Summit Services Group     $    3,520
     Mechanic lien      HD Supply Construction     $    3,556
     Mechanic lien         Waste Connections       $    5,335
     Use Taxes         City and County of Denver   $  158,843
     Total:                                        $5,773,115

The Debtors intend to pay these liens and encumbrances at the time
of closing in the approximate amounts indicated:

     Note A & B DOT               ALC              $5,000,000
     Mechanic lien            Rio Grande Co.       $   53,830
     Mechanic lien         O'Brien Concrete        $   13,887
     Mechanic lien      HD Supply Construction     $    3,556
     Lien              City and County of Denver   $      135
     Real Property Taxes  City & County of Denver  $  101,341
     Total:                                        $5,172,749

The Debtor believes the sale of the subject property to Brinkman on
the terms of the Contract should be approved.

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

    http://bankrupt.com/misc/WPB_Hospitality_135_Sales.pdf

                     About WPB Hospitality

WPB Hospitality, LLC, is a single asset real estate company (as
defined in 11 U.S.C. Section 101(51B)) whose principal assets are
located at 16161 E. 40th Ave Denver, Colorado.

WPB Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-18636) on Oct. 3,
2018.  In the petition signed by Wanda Bertoia, owner, the Debtor
estimated assets of less than $50,000 and liabilities of $10
million to $50 million.  Judge Elizabeth E. Brown oversees the
case.  The Debtor tapped Lindquist-Kleissler & Company, LLC, as its
legal counsel.

On Nov. 14, 2018, the Court approved CBRE, Inc., as broker.


YWFM LLC: Unsecureds to be Paid 5% Dividend Under Proposed Plan
---------------------------------------------------------------
YWFM, LLC d/b/a Brian's Tire and Service filed a small business
disclosure statement describing its proposed chapter 11 plan, dated
Jan. 13, 2019, which proposes to pay class 4 general unsecured
creditors a 5% dividend.

The Debtor is a corporation registered in the State of Alabama, and
operates a tire sales and auto repair business. The Debtor's
location of operations is 1024 Putman Drive NW, Suite 2,
Huntsville, Alabama 35816. The Debtor leases the premises.

Payments and distributions under the Plan will be funded by income
generated from the operation of Debtor's business.

The proposed Plan has the following risks: The Debtor's business
has suffered in recent years due to inefficiencies in its
operations. Debtor believes that lessening expenses and increased
marketing can lead to sustained profitability.

A copy of the Disclosure Statement is available at
https://is.gd/7CEPo9 from Pacermonitor.com at no charge.

       About YWFM, LLC d/b/a Brian's Tire and Service

YWFM LLC, d/b/a Brian's Tire and Service, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Fla. Case No. 18-40469) on Aug.
31, 2018.  In the petition signed by its sole member, Brian
Lombardino, the Debtor estimated less than $50,000 in assets and
less than $500,000 in liabilities.  The Debtor is represented by
Byron Wright III, Esq., at Bruner Wright, P.A.  The Debtor tapped
Dyer & Smith, LLC, as accountant.  No official committee of
unsecured creditors has been appointed in the Chapter 11 case.


ZENITH MANAGEMENT: Latest Plan Discloses Sale of Corona Property
----------------------------------------------------------------
Zenith Management I, LLC filed with the U.S. Bankruptcy Court for
the Eastern District of New York an amended disclosure statement,
dated Jan. 18, 2019, in support of its proposed chapter 11 plan.

This latest filing discloses that the Corona Property was marketed
extensively, and on July 26, 2018 an auction was held at which the
Purchaser submitted the highest bid. Shortly thereafter, a hearing
was held at which the Court authorized the parties to enter into
the sale to the Purchaser and on August 23, 2018, the Court entered
an Order Approving Debtor's Sale of Property Free and Clear of
Liens, Claims, Encumbrances and Other Interests. Pursuant to the
terms of the Sale Approval Order, the Sale closed on Oct. 5, 2018.
The Debtor has retained Keller Williams Realty Landmark II to
market and sell the Flushing Property.

The Debtor believes the Flushing Property is valued at
approximately $1.2 million. The Flushing Property is subject to a
mortgage in favor of JPMB in the amount of $558,891.48. The Debtor
is in default under the JPMB Mortgage. JPMB is over-secured.

The Corona Property which was sold, was subject to a mortgage in
favor of New York Community Bank in the amount of $312,084.37. The
NYCB Mortgage was satisfied at the closing on the Sale of the
Corona Property. The Vera Judgment also was satisfied at the
closing on the Sale of the Corona Property.

The Plan Proponent initially sought to refinance both of the
Properties in order to provide adequate funding for the Plan.
Ultimately, the Debtor was unable to close on refinancing
agreements with lenders and, as such, sold the Corona Property on
Oct. 5, 2018 pursuant to the Sale Approval Order. The Debtor is
seeking to refinance or sell the Flushing Property which, combined
with the remaining proceeds of the Sale of the Corona Property,
will provide sufficient funding for payment of all Allowed Claims
in full.

A copy of the Amended Disclosure Statement is available at
https://is.gd/0ZknTc from Pacermonitor.com at no charge.

                  About Zenith Management I

Zenith Management I, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 16-43485) on August 3, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Gabriel Del Virginia, at the Law Office of Gabriel
Del Virginia.

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


                            *********

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 ***