/raid1/www/Hosts/bankrupt/TCR_Public/190308.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 8, 2019, Vol. 23, No. 66

                            Headlines

17/21 GROUP: Vehicle Sales to Fund Payment of Unsecured Creditors
ACETO CORP: Seeks to Hire PJT Partners as Investment Banker
AFFINION GROUP: Moody's Lowers Prob. of Default Rating to Ca/PD/LD
AGILE THERAPEUTICS: Perceptive Life Owns 19.5% Stake as of March 4
AQGEN ASCENSUS: Moody's Affirms B3 CFR Amid Debt Distribution

ARCHBISHOP OF AGANA: U.S. Trustee Forms 7-Member Committee
ASANDA AIR: Taps Danowitz Legal, Paul Reece Marr as Counsel
ATLANTA AUCTION: Incarus Buying Forest Park Property for $1.2M
AVADEL SPECIALTY: Sets Bidding Procedures for All Assets
AVON PRODUCTS: Moody's Alters Outlook on B1 CFR to Negative

BAILEY'S EXPRESS: Plan Admin Selling Remnant Assets to Oak for $5K
BALLANTYNE BRANDS: Seeks to Hire Moon Wright as New Legal Counsel
BRIGGS & STRATTON: Moody's Alters Outlook on Ba3 CFR to Negative
CARBONITE INC.: S&P Assigns 'B' Issuer Credit Rating, Outlook Pos.
CAREVIEW COMMUNICATIONS: Modification Extended Until March 31

CARLSTAR HOLDINGS: S&P Lowers ICR to 'CCC+', On Watch Developing
CAROLINA VALUE: Taps Rayburn Cooper as Legal Counsel
CAROLINA VALUE: Taps Steve Farris as Accountant
CENTRAL PROCESSING: Case Summary & 20 Largest Unsecured Creditors
CLICKAWAY CORP: Seeks to Extend Exclusive Filing Period to July 31

CONDUENT INC: S&P Ups ICR to BB+ on Settlement with Texas
CORT & MEDAS: Case Summary & 9 Unsecured Creditors
COWBOYS FAR WEST: Heisler Buying San Antonio Property for $9.75M
CPI CARD: Incurs $37.5 Million Net Loss in 2018
CW LLC: Case Summary & 5 Unsecured Creditors

CW WELDING: Case Summary & 20 Largest Unsecured Creditors
CYTOSORBENTS CORP: Incurs $17.2 Million Net Loss in 2018
CYTOSORBENTS CORP: Top Executives Will Get $512,500 Cash Bonuses
DAVID M. SEMAS: Selling Two Vehicles for $61K
DILLE FAMILY: Trustee Selling All Assets to Buck Rogers for $300K

EDEN HOME: Wants to Extend Exclusive Filing Period to March 21
FACTORY DIRECT LOGISTICS: Taps Golan Christie as Legal Counsel
FAYETTE MEMORIAL: Exclusive Plan Filing Period Extended Until May 8
FXI HOLDINGS: Moody's Puts B2 CFR under Review for Downgrade
GARY ENGLISH: Duke Energy Buying Easement Property for $250K

GULF COAST MEDICAL: Solicitation Period Extended Until April 28
HEAVENLY COUTURE: 230 East Buying Assumed Leases for $800K
HIGHLAND SALONS: U.S. Trustee Unable to Appoint Committee
HORIZON PHARMA: S&P Places All Ratings on Watch Positive
HOVNANIAN ENTERPRISES: Reports $17.5M Net Loss for Q1 Fiscal 2019

ILD CORP: Liquidating Agent Selling Stratus Assets to Digi for $15K
IMERYS TALC AMERICA: U.S. Trustee Forms Tort Claimants Committee
IMM ON H: Seeks More Time to File Reorganization Plan
INNOVAK INT'L: Sole Shareholder Buying Cadillac ATS for $10K
INNOVAK INTERNATIONAL: David Watson Buying Assets for $5K

INVESTQUEST PARTNERS: Bid to Extend Exclusive Period Denied as Moot
IOTA COMMUNICATIONS: Unveils Formation of Iota Spectrum Partners
ITALO-AMERICAN CITIZENS: Delays Plan Filing to Resolve Tax Debt
JAMES CANDY: Shiver's Salt Buying Surplus Trade Fixtures for $15K
JAMES MEDICAL: Seeks to Hire Seiller Waterman as Legal Counsel

JLT HOLDINGS: Taps One Sotheby's as Real Estate Broker
JOHN KNOX: Fitch Rates Series 2018A, 2016A & 2014A Bonds 'BB+'
JONG UK BYUN: C&M Metals Buying Los Angeles Property for $5.5M
JTJ RESTAURANTS: Case Summary & 6 Unsecured Creditors
KADMON HOLDINGS: Reports $56.3 Million Net Loss for 2018

KRATOS DEFENSE: S&P Raises ICR to 'B+' on Improved Credit Metrics
LAZARUS HOLDINGS: Tampa Buying Lutz Property for $1.2 Million
LAZER COMBAT: Seeks to Hire Michael G. McAuliffe as Legal Counsel
LE DIETRICH: Proposes a March 23 Auction of Personal Property
LONG BLOCKCHAIN: Canaccord Brokers C$2-Mil. Private Placement

MADISON CHIROPRACTIC: April 15 Plan Confirmation Hearing
MANITOWOC CO: S&P Rates New $300MM Second-Lien Secured Notes 'B'
MANITOWOC COMPANY: Moody's Rates New $300MM 2nd Lien Notes 'B2'
MASSENGILL INVESTMENTS: April 4 Hearing on 1st Amended Plan Outline
MASTER PLAN: Owner's Sons Buying Brooklyn Property for $1.85MM

MCDERMOTT INTERNATIONAL: S&P Lowers ICR to 'B', Outlook Negative
MICHAEL HANCOCK: City Buying Petal Parcel for $1K
MICROVISION INC: Incurs $27.3 Million Net Loss in 2018
MLW LLC: Exclusive Plan Filing Period Extended Until May 13
MONGE PROPERTY: Tran & Lam Buying Los Angeles Property for $730K

MURRAY ENERGY: S&P Cuts Issuer Credit Rating to CCC+, Outlook Neg.
NATURE'S SECOND CHANCE: Files Chapter 11 Plan of Liquidation
NEONODE INC: Incurs $3.1 Million Net Loss in 2018
NEW HOME: S&P Alters Outlook to Negative on Elevated Leverage
NEXTERA ENERGY: S&P Affirms BB Rating on Operating Unit Unsec. Debt

NOBLE REY: To Sell Assets to Fund Chapter 11 Plan
NORTHERN BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
NORTHERN OIL: Reports a 79% Increase in 2018 Proved Reserves
OHA CREDIT IX: S&P Raises Class E Notes Rating to BB+ (sf)
OUTLOOK THERAPEUTICS: Amends Form S-1 Registration Statement

OUTLOOK THERAPEUTICS: BioLexis Pte Has 79.5% Stake as of Jan. 2
OUTLOOK THERAPEUTICS: Regains Compliance With Nasdaq Listing Rules
PARIS MANAGEMENT: April 16 Plan Confirmation Hearing
PAYLESS HOLDINGS: Seeks to Hire Prime Clerk as Claims Agent
PAYLESS HOLDINGS: Taps Akin Gump as Legal Counsel

PAYLESS HOLDINGS: Taps Ankura Consulting as Restructuring Advisor
PAYLESS HOLDINGS: Taps Armstrong Teasdale as Co-Counsel
PAYLESS HOLDINGS: Taps Seward & Kissel as Conflicts Counsel
PENNANTPARK INVESTMENT: Fitch Cuts LT IDR & Sr. Sec. Rating to BB+
PETROLEUM TOWERS: Exclusive Plan Filing Period Extended to April 30

PHYLLIS HANEY: Frye Buying Beaver Properties for $167K
POPLAR CREEK: Unsecureds to Get 100% Under Liquidation Plan
PREMIER STUDENT: U.S. Trustee Unable to Appoint Committee
PRINT PLUS: Hires Landrau Rivera & Associates as Legal Counsel
QUALITY CONSTRUCTION: ESNA Proposes $1.25MM Pot for Unsecureds

REDOX POWER: Unsecureds to Get 20% Under Amended Plan
RM HOLDCO: Seeks to Extend Exclusive Plan Filing Period to June 3
SANFRED REALTY: People's Object to Disclosure Statement
SANFRED REALTY: U.S. Trustee Objects to Disclosure Statement
SAS HEALTHCARE: REP Perimeter Buying All Assets for $22 Million

SCHULTE PROPERTIES: Unsecureds To be Paid in Full Within 5 Years
SCIENTIFIC GAMES: Prices Private Offering of $1.1 Billion Notes
SCIENTIFIC GAMES: S&P Rates New $1.1BB Senior Unsecured Notes 'B-'
SCOTTY'S HOLDINGS: Carmel Buying Alcoholic Beverage Permit for $75K
SIMKAR LLC: Case Summary & 20 Largest Unsecured Creditors

SMWS GROUP: Case Summary & 4 Unsecured Creditors
SOUTH SIDE: To Sell Rotator to Pay Claims Under Chapter 11 Plan
SOUTH TEXAS INNOVATIONS: Seeks Extension of Exclusivity Period
SRI HOLDINGS: Liggins Buying Columbia Condo Unit 309 for $335K
STONE PLACE: Unsecureds to Get 40% Paid Over 72 Months at 0%

STRATEGIC MATERIALS: Moody's Lowers CFR to Caa1, Outlook Stable
SUPER QUALITY: Plan Modifies Treatment of Equity Interest Holders
T CAT ENTERPRISE: J.A. Johnson Offers $44K for Talbert Trailer
T.C.'S GRILL: Unsecureds to Get  $649 Bi-Annual Payment Until 2024
TAG MOBILE: Trustee Proposes Rosen Auction of Personal Property

TARGET HOSPITALITY: Moody's Assigns B1 CFR & B2 Sr. Sec. Rating
TENNIS & GOLF: Case Summary & 20 Largest Unsecured Creditors
TONY3CARS LLC: Unsecured Creditors to Get Full Payment in 60 Months
TOWN STAR: U.S. Trustee Unable to Appoint Committee
TRANSDIGM GROUP: Fitch Affirms 'B' LT IDR, Then Withdraws Ratings

VIASAT INC: Moody's Lowers CFR to B2 & $700MM Notes Rating to Caa1
WESTERN COMMUNICATIONS: Taps Mountain Group as Consultant
WILSON LAND: Capstone Buying Interest in Eastlake Property for $25K
WINDSTREAM HOLDINGS: March 12 Meeting Set to Form Creditors' Panel

                            *********

17/21 GROUP: Vehicle Sales to Fund Payment of Unsecured Creditors
-----------------------------------------------------------------
The 17/21 Group, LLC, submits a Chapter 11 liquidating plan and
accompanying disclosure statement.

Class 3 - General Unsecured Claims are impaired with estimate of
allowed claim $2,478,869.28. To be paid, on a Pro Rata basis, from
amounts in the Estate, including amounts from the sales of the
Vehicle and the Uncertain Amount upon allowance and/or disallowance
of all Class 3 Claims.

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

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yxoea7bf from PacerMonitor.com at no charge.

                    About The 17/21 Group

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

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


ACETO CORP: Seeks to Hire PJT Partners as Investment Banker
-----------------------------------------------------------
ACETO Corporation seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to hire PJT Partners LP as its
investment banker.

The firm will provide these services:

     a. assist in the evaluation of the businesses and prospects of
ACETO and its affiliates;

     b. assist in the development of the Debtors' long-term
business plan and related financial projections;

     c. assist in the development of financial data and
presentations to the Debtors' Board of Directors, various
creditors, and other third parties;

     d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;

     e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the restructuring;

     f. provide strategic advice with regard to restructuring or
refinancing the Debtors' obligations;

     g. evaluate the Debtors' debt capacity and alternative capital
structures;

     h. participate in negotiations among the Debtors and their
creditors, suppliers, lessors, and other interested parties;

     i. value securities offered by the Debtors in connection with
a restructuring;

     j. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit facilities;

     k. assist in arranging financing for the Debtors, as
requested;

     l. provide expert witness testimony, including testimony
regarding sales under Section 363 of the Bankruptcy Code and
debtor-in-possession financing;

     m. assist the Debtors in preparing marketing materials in
conjunction with a possible sale transaction;

     n. assist the Debtors in identifying potential buyers or
parties-in-interest to a sale transaction and assist in the due
diligence process;

     o. assist and advise the Debtors concerning the terms,
conditions, and impact of any proposed sale transaction; and

     p. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction similar to a potential restructuring or sale
transaction, as requested and mutually
agreed.

PJT's compensation consists of:

     a. Monthly Fee. The Debtors will pay PJT a monthly advisory
fee of $150,000. Fifty percent (50%) of the monthly fee paid to PJT
after the fifth full monthly fee has been paid (i.e., after
$750,000 in monthly fees has been paid) shall be creditable, only
once and without duplication, against the restructuring fee, sale
transaction fee or capital raising fee.

     b. Capital Raising Fee. The Debtors will pay PJT a capital
raising fee for any financing arranged by the firm, earned and
payable upon the closing of such financing. This fee will be
calculated as follows:

     -- Senior Debt: 1.0% of the total issuance size for senior
debt financing;
     -- Junior Debt: 3.0% of the total issuance size for junior
debt financing; and
     -- Equity Financing: 5.0% of the issuance amount for equity
financing

     c. Restructuring Fee. The Debtors will pay PJT a restructuring
fee of  $3.75 million upon consummation of a restructuring.

     d. Sale Transaction Fee. In the event of a sale transaction,
the Debtors will pay PJT a fee equal to 2% of the applicable
"transaction value" at sale closing.

The maximum aggregate amount payable to PJT with respect to all
restructuring fees and sale transaction fees, after giving effect
to any crediting of other fees earned, is $7 million.

The firm will also receive reimbursement for work-related
expenses.

Tara Flanagan, chief compliance officer of PJT Partners, attests
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Tara Flanagan
     PJT Partners LP
     280 Park Avenue
     New York, NY 10017
     Tel:  212-364-7170
     Email:  cuminale@pjtpartners.com

                   About ACETO Corp.

ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused
on the global marketing, sale and distribution of Human Health
products (finished dosage form generics and nutraceutical
products), Pharmaceutical Ingredients (pharmaceutical intermediates
and active pharmaceutical ingredients) and Performance Chemicals
(specialty chemicals and agricultural protection products).

The Company employs approximately 180 people.

With business operations in nine countries, ACETO distributes over
1,100 chemical compounds used principally as finished products or
raw materials in the pharmaceutical, nutraceutical, agricultural,
coatings and industrial chemical industries. ACETO's global
operations, including a staff of 25 in China and 12 in India, are
distinctive in the industry and enable its worldwide sourcing and
regulatory capabilities.

Aceto Corporation and 8 affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019.

ACETO disclosed assets of $753,159,000 and liabilities of
$702,848,000 as of Dec. 31, 2018.

The Hon. Vincent F. Papalia is the case judge.

The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons &
Simmons as foreign counsel; PJT Partners LP is the investment
banker and financial advisor; AP Services LLC as restructuring
advisor and provider of the CRO; and Prime Clerk LLC is the claims
and noticing agent.


AFFINION GROUP: Moody's Lowers Prob. of Default Rating to Ca/PD/LD
------------------------------------------------------------------
Moody's Investors Service appended a limited default (LD)
designation to Affinion Group, Inc.'s ("Affinion") Probability of
Default Rating (PDR), downgrading the PDR to Ca-PD/LD from Caa3-PD.
Moody's also downgraded the company's senior unsecured PIK toggle
notes due 2022 to C from Ca. At the same time, Moody's affirmed
Affinion's Caa3 Corporate Family Rating (CFR), the Caa1 rating on
the company's first lien credit facility (revolver and term loan)
and its SGL-4 Speculative Grade Liquidity Rating. The ratings
outlook remains negative.

RATINGS RATIONALE

The downgrade and limited default "LD" designation appended to
Affinion's PDR reflects Moody's understanding that Affinion did not
make its scheduled February 19, 2019 term loan cash interest
payment within the applicable 5-day grace period. Moody's
definition of default captures all missed interest or principal
payments according to the original terms of a contractual
obligation. Effective February 26, 2019, Affinion is operating
under a forbearance agreement with its lenders. Among other things,
the lenders agreed to not consider the missed interest payment due
on February 19, 2019 as an event of default and agreed to forbear
until the earlier of June 3, 2019 and certain events of
termination. Moody's will remove the /LD designation from the PDR
shortly. At that time, Moody's will withdraw all Affinion's ratings
because it believes it has insufficient information to support the
maintenance of the ratings.

The downgrade of Affinion's senior unsecured PIK toggle notes
reflects Moody's expectation for very weak recovery prospects for
the noteholders following the March 4, 2019 announcement that the
company will be converting approximately $700 million of the senior
unsecured PIK toggle notes into common equity. Moody's views the
debt for equity transaction as tantamount to a default via the
distressed exchange of debt.

Concurrently with the exchange offer, Affinion announced that it
has received a commitment from certain investors for a new $300
million investment (new 18% senior unsecured PIK notes due 2024) in
the company to help recapitalize its balance sheet. A portion of
the proceeds from new 2024 notes will be used to prepay borrowings
under the term loan and revolver, which are being amended and
extended as part of this transaction, with the remainder going to
the balance sheet. The company expects the transaction will close
in April 2019.

The following ratings for Affinion Group, Inc. have been affirmed
and will subsequently be withdrawn:

Moody's took the following rating action for Affinion Group, Inc.:

  - Corporate Family Rating, affirmed at Caa3

  - Probability of Default Rating, downgraded to Ca-PD/LD from
Caa3-PD

  - $110 million first lien senior secured revolving credit
facility due 2022, affirmed at Caa1 (LGD2)

  - $1.34 billion (approximately $837.4 million outstanding as of
March 1, 2019) first lien senior secured term loan due 2022,
affirmed at Caa1 (LGD2)

  - $532.6 million (approximately $700 million outstanding as of
March 1, 2019) senior cash 12.5%/PIK step-up to 15.5% unsecured
notes due 2022, downgraded to C (LGD6) from Ca (LGD5)

  - Speculative Grade Liquidity Rating, affirmed at SGL-4

Outlook Action:

  - Ratings Outlook remains Negative

Affinion is a leading provider of loyalty and customer engagement
solutions. Affinion's products include subscription-based lifestyle
services, personal solutions that strengthen and extend customer
relationships for its 5,500 marketing partners worldwide, including
companies in financial services, retail, travel, and Internet
commerce. The company is estimated to generate approximately $700
million of net revenues for the twelve months ended December 31,
2018. Affinion's equity is owned by former debt holders following
the company's debt exchange transaction in 2015.


AGILE THERAPEUTICS: Perceptive Life Owns 19.5% Stake as of March 4
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Perceptive Advisors LLC, Joseph Edelman, and Perceptive
Life Sciences Master Fund, Ltd. disclosed that as of March 4, 2019,
they beneficially own 8,426,750 shares of common stock of Agile
Therapeutics, Inc., which represents 19.49 percent of the shares
outstanding.

The ownership percentage is based on 43,214,383 outstanding shares
of Common Stock, which includes 8,426,750 shares issued in
connection with the stock purchase agreement between the Issuer and
the Master Fund, dated March 4, 2019, in addition to the
outstanding shares as reported in the copy of Purchase Agreement
filed with the Issuer's Form 8-K on March 4, 2019.

Neither Perceptive Advisors nor Mr. Edelman directly holds any
shares of Common Stock.  The Master Fund directly holds 8,426,750
shares of Common Stock.  Perceptive Advisors serves as the
investment manager to the Master Fund and may be deemed to
beneficially own the securities directly held by the Master Fund.
Mr. Edelman is the managing member of Perceptive Advisors and may
be deemed to beneficially own the securities directly held by the
Master Fund.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/0RgdN5

                    About Agile Therapeutics

Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women.  The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials.  Twirla is based on Agile's proprietary transdermal
patch technology, called Skinfusion, which is designed to provide
advantages over currently available patches and is intended to
optimize patch adhesion and patient wearability.

The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2010, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations, has experienced delays in the
approval of its product candidate and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.

Agile reported a net loss of $28.30 million in 2017, a net loss of
$28.74 million in 2016 and a net loss of $30.33 million in 2015.
As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in
total assets, $8.41 million in total current liabilities and $23.18
million in total stockholders' equity.


AQGEN ASCENSUS: Moody's Affirms B3 CFR Amid Debt Distribution
-------------------------------------------------------------
Moody's Investors Service affirmed AqGen Ascensus, Inc.'s B3
Corporate Family Rating ("CFR") and B3-PD Probability of Default
Rating following the company's announcement of a partially
debt-financed distribution to shareholders and sale of a minority
equity stake. At the same time, Moody's affirmed the B2 and Caa2
ratings on the company's senior secured first lien and second lien
credit facilities while assigning a B2 rating to the company's new
upsized and extended senior secured first lien revolver. The rating
outlook remains stable.

Proceeds from $262 million of incremental first lien and second
lien debt, $250 million of new cash equity from an investor group
led by Atlas Merchant Capital, and $10 million of balance sheet
cash will be used to make a $388 million distribution to existing
shareholders, finance an $82 million acquisition, prefund $33
million of earn-out payments due in 2019, and pay the related fees
and expenses.

"Ascensus' established market position, revenue stability, and good
liquidity drove our ratings affirmation in spite of the elevated
financial risk associated with its very high leverage," said Harold
Steiner, Moody's lead analyst for Ascensus.

Moody's views the transaction as a credit negative development as
it increases leverage to an exceptionally high 9.0x
(Moody's-adjusted pro forma debt-to-EBITDA, as of the twelve months
ended September 30, 2018) and increases cash interest as Ascensus
enters an investment period to support new business wins. Ascensus
recently won contracts to administer three separate state-sponsored
retirement plans. This new business line, coupled with other
one-time projects, could require $20 to $30 million of cash
investment in 2019. These sizeable one-time investment needs in
conjunction with $120 million of cash interest and recurring capex
will weigh on free cash flow in 2019. Nevertheless, the company's
decision to upsize its revolving credit facility to $124 million
from $70 million and prefund 2019 earn-outs supports Moody's view
that liquidity will remain good.

Moody's took the following rating actions for AqGen Ascensus,
Inc.:

Affirmations:

Corporate Family Rating, affirmed B3

Probability of Default Rating, affirmed B3-PD

Senior Secured First Lien Term Loan (including $94 million add-on)
due 2022, affirmed B2 (LGD3)

Senior Secured Second Lien Term Loan (including $168 million
add-on) due 2023, affirmed Caa2 to (LGD5) from (LGD6)

Assignments:

Senior Secured First Lien Revolver (upsized to $124 million and
extended by one year) due 2021, assigned B2 (LGD3)

Outlook Actions:

Outlook, Remains Stable

Moody's took no action on the existing $70 million senior secured
first lien revolving credit facility, but noted that it's B2 rating
will be withdrawn following the successful completion of the deal
as proposed.

RATINGS RATIONALE

Ascensus' B3 CFR broadly reflects the company's elevated financial
risk given its exceptionally high leverage and private equity
ownership, its limited scale and revenue concentration balanced by
an established market position, revenue stability, and good
liquidity. Ascensus is a third-party administrator ("TPA") and
record-keeper with an established position in the market for small
retirement plans and state 529 education savings plans. Pro forma
for the additional debt and recently closed acquisitions,
Moody's-adjusted debt-to-EBITDA is exceptionally high at north of
9.0x for the twelve months ended September 30, 2018 and will likely
only see modest improvements due to the continuation of its
debt-funded consolidation strategy. However, should Ascensus stop
acquiring companies, Moody's believes it could delever to below
7.0x by FYE 2020 given the company's positive organic trends,
success at extracting synergies, and relative revenue stability.
While there is some exposure to securities prices given that 28% of
revenue is derived from assets under administration fees, the
company's base of fixed fees provide good revenue visibility and
have held up well over time. These positive attributes, coupled
with Moody's expectation for the maintenance of good liquidity,
support the rating in spite of such high financial risk.

The stable rating outlook reflects Moody's expectation for Ascensus
to increase revenue and EBITDA over the next 12-18 months, but with
financial risk remaining elevated from very high leverage and an
initially cash absorptive profile.

While unlikely in the near-term, ratings could be upgraded if the
company enacted financial policies that sustain debt-to-EBITDA
under 6.0x, EBITA-to-interest over 1.75x, and FCF-to-debt over 5%.

Given the company's high financial risk, ratings could be
downgraded should operating performance weaken, as evidenced by
deteriorating revenue, earnings, or liquidity. This could be
evidenced by FCF-to-debt below 2% in 2020 or EBITA-to-interest
below 1.1x. Further debt-funded acquisitions or dividends, or a
weakening of the company's equity cushion, could also result in a
downgrade.

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

Ascensus, headquartered in Dresher, Pennsylvania, is a service
provider primarily focused on record-keeping and administration for
retirement investment plans and college savings programs in the
United States. The company is owned principally by Genstar Capital
and Aquiline Capital Partners. Pro forma revenues for the twelve
months ended September 30, 2018 were about $537 million.


ARCHBISHOP OF AGANA: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------------
The Office of the U.S. Trustee on March 6 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of the Archbishop of Agana.

The committee members are:

     (1) Bank of Guam
         Danilo M. Rapadas
         Bank of Guam POB - BW
         Hagatna, Guam 96910
         Phone: (671) 472-5256

     (2) Everett Torregrosa
         c/o Berman O'Connor & Mann
         111 Chalan Santo Papa, Suite 503
         Hagatna, Guam 96910
         Phone: (671) 477-2778

     (3) Norman Aguon
         c/o Lujan & Wolff LLP
         238 Archbishop Flores St., Suite 300
         Hagatna, Guam 96910
         Phone: (671) 477-8064

     (4) Felix Manglona
         c/o Lujan & Wolff LLP
         238 Archbishop Flores St., Suite
         300 Hagatna, Guam 96910
         Phone: (671) 477-8064

     (5) William Payne Jr.
         c/o Lujan & Wolff LLP
         238 Archbishop Flores St., Suite 300
         Hagatna, Guam 96910
         Phone: (671) 477-8064

     (6) Roland Sondia
         c/o Lujan & Wolff LLP
         238 Archbishop Flores St., Suite 300
         Hagatna, Guam 96910
         Phone: (671) 477-8064

     (7) Leo Tudela
         c/o Lujan & Wolff LLP
         238 Archbishop Flores St., Suite 300
         Hagatna, Guam 96910
         Phone: (671) 477-8064

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

                    About the Archdiocese of Agana

Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States.  It comprises the United States dependency of
Guam.  The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California.  It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).

The Archbishop of Agana, a/k/a the Roman Catholic Archdiocese of
Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on
Jan. 16, 2019.  Rev. Archbishop Michael Jude Byrnes, S.T.D.,
Archbishop of Agana, signed the petition.  The Archdiocese
scheduled $22,962,686 in assets and $45,662,941 in liabilities as
of the bankruptcy filing.

The Hon. Frances M. Tydingco-Gatewood is the case judge.

The Archdiocese tapped Elsaesser Anderson, Chtd. as bankruptcy
counsel, and John C. Terlaje, Esq., as special counsel.


ASANDA AIR: Taps Danowitz Legal, Paul Reece Marr as Counsel
-----------------------------------------------------------
Asanda Air II seeks authority from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Danowitz Legal, P.C. and
Paul Reece Marr, P.C. as its bankruptcy counsel.

Both firms will provide legal services necessary in the
administration of the Debtors' Chapter 11 case, including the
preparation of a plan of reorganization and representation in
contested matters and adversary proceedings.

Danowitz Legal's attorney Edward Danowitz, Esq., will be
unavailable at times during the case and, as a solo practitioner,
will require assistance from PRM's attorney Paul Marr, Esq.  There
will be no duplicated billing on matters to be handled by the
attorneys, according to court filings.

Both firms will charge $350 per hour for attorney's services and
$110 per hour for paralegal services.

Danowitz Legal's compensation will come from the $16,717 retainer
it received from the Debtor and from the proceeds of the bankruptcy
estate.  PRM will be paid from the same source.

Both firms are "disinterested" within the meaning of sections 101
and 327 of the Bankruptcy Code, according to court filings.

Danowitz Legal can be reached through:

     Edward F. Danowitz, Esq.
     Danowitz Legal, P.C.
     300 Galleria Parkway NW,  Suite 960
     Atlanta, GA 30339
     Phone: 770-933-0960
     Email: Edanowitz@DanowitzLegal.com

PRM can be reached through:

     Paul R. Marr, Esq.
     300 Galleria Parkway NW, Suite 960      
     Atlanta, GA 30339      
     Phone: 770-984-8255  
     Email: Paul.Marr@MarrLegal.com      

                         About Asanda Air II

Asanda Air II LLC is a limited liability company organized in New
York on September 29, 2016. The company reported having 10
employees and revenue in its most-recent fiscal year of $64,141.

Asanda Air II filed a voluntary petition under Chapter 11 (Bankr.
N.D. Ga. Case No. 19-10404) on February 28, 2019.  At the time of
the filing, the Debtor had estimated assets of less than $500,000
and liabilities of less than $500,000.  The Debtor tapped Danowitz
Legal, P.C. as its bankruptcy counsel.  


ATLANTA AUCTION: Incarus Buying Forest Park Property for $1.2M
--------------------------------------------------------------
Atlanta Auction Access, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the sale of real
property located in Clayton County, Georgia commonly known as 5575
Frontage Road, Forest park, Georgia, to Incarus Alternative
Investments, LLC for $1.2 million.

In the Chapter 11 schedules filed with the Court, the Debtor lists
the property that secures loan obligations to Renasant Bank in the
approximate amount of $434,000 and RTP Investments, LLC in the
approximate amount of $738,000.  Additionally, RTP Investments, LLC
is secured by real property (primary residence and two separate
houses and lots) owned personally by the principals of the Debtor.
The property is owned by the Debtor in fee simple.  It is a
approximately 2.28 acres and contains a commercial building on the
premises.   

The Debtor has received a contract for the purchase of the real
estate property.  The purchase price of the property is $1.2
million.  The Purchaser is neither an insider nor a relative of the
Debtor.  The Debtor believes the purchase price represents the fair
market value of the property, and the sale agreement was negotiated
at arms'-length.  The selling and listing brokers are licensed real
estate brokers in the state of Georgia.  

The Debtor believes that the sale of the property is in the best
interest of the estate and creditors and that such sale will assist
in the effectuation of its financial reorganization.

The Debtor proposes to disburse funds at closing to pay off the
secured indebtedness on the property, pay any and all state and
local ad valorem property taxes associated with the property, pay
all associated closing costs, and all remaining funds be
distributed to Debtor to repay any remaining obligations.  In the
event the sales proceeds of the sales contract identified does not
satisfy Renasant Bank and RTP Investments, LLC in full, the Debtor
and its principals assert that RTP Investments, LLC would have a
significant equity cushion in the reaming real property of the
principals of the Debtor.

A hearing on the Motion is set for March 11, 2019 at 2:00 p.m.
Objections, if any, must be filed at least two business days before
the hearing.

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

    http://bankrupt.com/misc/Atlanta_Auction_21_Sales.pdf

The Purchaser:

        INCARUS ALTERNATIVE INVESTMENTS, LLC
        320 Town Center Ave, Suite 011 #298,
        Suwanee, GA, 30024
        Attn: Alexander Oliver
        E-mail: alex.oliver@icarusai.com

The Purchaser is represented by:

        Ryan Metzler, Esq.
        SHELEY, HALL & WILLIAMS, P.C.
        303 Peachtree Street, Suite 4440
        Atlanta, GA 30308
        E-mail: metzler@sheleyhall.com

                  About Atlanta Auction Access

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

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

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


AVADEL SPECIALTY: Sets Bidding Procedures for All Assets
--------------------------------------------------------
Avadel Specialty Pharmaceuticals, LLC, asks the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of all or a portion of the
Debtor's assets by auction.

ASP is a pharmaceutical company engaged in the business of the
commercializing, marketing and distributing NOCTIVA™ nasal spray.
NOCTIVA™ was approved in March 2017 by the FDA for the treatment
of nocturia due to nocturnal polyuria in adults, and is ASP's sole
commercial product.  ASP has experienced several market challenges
in its efforts to commercialize and increase sales volume while the
overall growth for NOCTIVA™ has been slower than anticipated.  As
a result, ASP has experienced losses since its inception, and as of
the Petition Date, has an accumulated deficit, due in part to costs
relating to underachieving sales, unanticipated competition, and
certain supply agreements.

In November 2018, ASP commenced a process to find a co-promoter for
NOCTIVA™, but the process yielded no material interest.  After a
strategic review, ASP decided to exit its business.  Accordingly,
ASP commenced the Chapter 11 Case to pursue a sale of its assets
and to wind down its business.  ASP is asking proposals for a sale
of all or any combination of its assets including but not limited
to a sale of all or substantially all assets, of the Debtor's new
drug application for NOCTIVA™ and its inventory, for only its new
drug application for NOCTIVA™, or for only its NOCTIVA™
inventory.  After conducting the sale process, ASP intends to
liquidate any remaining assets and wind down any remaining
operations.

Simultaneously with the filing of the Motion, the Debtor has also
filed a motion to obtain entry of an interim and final order
approving DIP financing to be provided by Avadel US Holdings, Inc.,
as lender and agent, under a DIP financing agreement between the
Debtor and the DIP Lender.

The Debtor has retained Cassel Salpeter & Co., LLC as its
investment banker to assist with the process of marketing its
Assets for Sale.  Cassel Salpeter is an independent investment
banking firm that assists middle-market and emerging growth
companies across a broad spectrum of industries.  

With the assistance of Cassel Salpeter, the Debtor desires to
continue with its marketing efforts in the Chapter 11 Case with
some or all of the Assets to be sold, subject to the Bid
Procedures, to the highest or otherwise best bidder(s) at the
conclusion of the sale process.  An auction process, subject to
higher and better offers, will stimulate competitive bidding among
potential purchasers for the Assets and maximize the value of the
Assets -- whether sold as a whole or separately -- for the benefit
of the Debtor's estate and its creditors.  

In furtherance of the Debtor's sale objectives, it proposes the
following schedule for completing the marketing and sale process in
this Chapter 11 Case and conducting the Auction and Sale:

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: March 15, 2019 at 4:00 p.m. (EDT) (4 days
before proposed Auction date)

     b. Initial Bid:  Provide that any cash portion of the purchase
price will be payable in U.S. dollars and will be paid in cash,
cash equivalents, or such other consideration acceptable to the
Debtor.

     c. Deposit: 10% of the cash purchase price set forth in the
Written Offer

     d. Auction: The Auction will commence at 10:00 a.m. (EDT) on
March 21, 2019, at the offices of Greenberg Traurig, LLP, MetLife
Building, 200 Park Avenue, New York, NY 10166, or such other place
as determined by the Debtor, and continue thereafter until
completed.

     e. Bid Increments: $50,000

     f. Sale Hearing: March 21, 2019 (date requested; time to be
determined)

     g. Closing: March 31, 2019

     h. Deadline to Object to Sale/Contract Objection Deadline:
March 15, 2019 at 4:00 p.m. (EDT) (4 business days before proposed
Sale Hearing)

     i. Selection of Qualified Bidder:  March 18, 2019 at Noon
(EDT) (1 day before proposed Auction date)

     j. Deadline to File Notice Designating Successful Bidder:
March 20, 2019 at Noon (EDT) (1 business days before Sale Hearing)


     k. Deadline to Object to Adequate Assurance of Future
Performance and Raise Any Additional Cure Cost Objections: Up to
the commencement of the Sale Hearing

Except as otherwise provided in the Final Purchase Agreement, the
Sale of the Assets will be on an "as is, where is" basis and
without representations or warranties of any kind, nature or
description by the Debtor or its estate except to the extent set
forth in the Final Purchase Agreement as approved by the Bankruptcy
Court; and free and clear of all liens, claims, interests and
encumbrances.

If the Court approves the schedule proposed by the Debtor, the
Assets will have been subject to more than 60 days of marketing out
of court and approximately an additional 45 days in court.  Given
the unique nature of the Assets and the limited pool of potential
suitors, the Debtor and Cassel Salpeter believe that this process
will fully test the market for the Assets.

To facilitate and effectuate the Sale, the Debtor may be required
to assume and assign certain contracts and leases to the Successful
Bidder or Backup Bidder, as applicable.  Given the number of
executory contracts to which the Debtor are a party, the Debtor
asks to establish (a) procedures for determining Cure Amounts
through the closing date of the Sale, which amounts will include
all pre- and post-petition amounts the Debtor owes the non-debtor
party under each Assumed Contract that have accrued and not been
paid prior to the closing date, and (b) a deadline for any other
objections to the assumption and assignment of the Assumed
Contracts, including, without limitation, adequate assurance of
future performance.

No later than three business days after entry of the Bid Procedures
Order, the Debtor will prepare and distribute to the non-Debtor
parties to the Assumed Contracts the Notice of Assignment and
Assumption.  The non-Debtor parties to the Assumed Contracts will
have until 4:00 p.m. (EDT) on March 15, 2019.   The non-Debtor
parties to the Assumed Contracts will have until the commencement
of the Sale Hearing to raise any objections to the adequate
assurance of future performance by the Successful Bidder.  Any
party objecting to (i) any Cure Amount and/or (ii) the proposed
assumption and assignment of any Assumed Contract in connection
with the Sale, will be filed and serves a Contract Objection, no
later than 4:00 p.m. (EDT), on the Contract Objection Deadline.

Three business days after entry of the Bid Procedures Order, or as
soon thereafter as such parties can be identified, the Debtor will
cause the Notice of Bid Procedures, Auction Date and Sale Hearing.
Three business days after entry of the Bid Procedures Order, the
Debtor will serve the Notice of Bid Procedures, Auction Date and
Sale Hearing on all known creditors of the Debtor.  Seven days
after entry of the Bid Procedures Order, subject to applicable
submission deadlines, the Debtor will publish an abbreviated
version of the Notice of Bid Procedures, Auction Date and Sale
Hearing once in one or more regional and/or national publications
that the Debtor deems appropriate.  Three business days after the
entry of the Bid Procedures Order, the Debtor will serve the Notice
of Assumption and Assignment on all non-Debtor parties to the
Assumed Contracts.  

The Debtor also asks authority to sell substantially all of the
Assets, or any portion thereof, to a purchaser pursuant to the
terms of an asset purchase agreement to be entered into between the
parties.  Given that the Debtor does not have a stalking horse and
asks to reserve the ability to toggle between an all Asset Sale and
a Sale for only certain Assets, whichever is determined to be most
favorable to the Debtor, its estate and its stakeholders, the
Debtor posits that attaching a form asset purchase agreement at
this time is premature.  Accordingly, the Debtor asks a waiver of
Local Rule 6004-1(b)(i) and the requirement to attach a form of
purchase agreement to the Motion.  The Debtors will file the Final
Purchase Agreement with Court promptly upon it becoming available.


Finally, the Debtor asks relief from the stay imposed by Bankruptcy
Rule 6004(h).  

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

      http://bankrupt.com/misc/Avadel_Specialty_26_Sales.pdf

              About Avadel Specialty Pharmaceuticals

Avadel Specialty Pharmaceuticals, LLC, is a pharmaceutical company
whose sole commercial product is the FDA-approved NOCTIVA.  NOCTIVA
is a prescription medicine nasal (nose) spray used in adults who
wake up two or more times during the night to urinate due to a
condition called nocturnal polyuria.  The company is a special
purpose entity and wholly owned subsidiary of Dublin, Ireland-based
Avadel Pharmaceuticals plc (Nasdaq: AVDL).

Avadel Specialty Pharmaceuticals sought Chapter 11 relief (Bankr.
D. Del. Case No. 19-10248) on Feb. 6, 2019.  The Debtor disclosed
total assets of $79.67 million and liabilities of $167.39 million
as of Dec. 31, 2018.

The Hon. Christopher S. Sontchi is the case judge.

The Debtor tapped Greenberg Traurig, LLP as counsel; MCA Financial
Group, Ltd. as investment banker; and Epiq Corporate Restructuring,
LLC, as claims and noticing agent.


AVON PRODUCTS: Moody's Alters Outlook on B1 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed Avon Products, Inc.'s B1
Corporate Family Rating ("CFR"), its B1-PD Probability of Default
Rating (PDR) and the B3 rating of senior unsecured notes.
Concurrently, Moody's has affirmed the Ba1 rating of the $500
million senior secured notes due in 2022 of Avon International
Operations, Inc.'s ("AIO"), a wholly owned subsidiary of Avon
Products Inc. Avon's outlook was changed to negative from stable
and Moody's assigned a negative outlook to AIO.

"The change in the outlook to negative reflects Avon's weak
operating performance in 2018 and Moody's expectation that cash
flow generation will remain under pressure in 2019, with leverage
staying at a level not commensurate with the B1 rating" says
Lorenzo Re, a Moody's Vice President - Senior Analyst and lead
analyst for Avon. "Failure to stabilize sales and to restore
profitability in the next few quarters could lead to further
negative rating pressure", Mr. Re added.

RATINGS RATIONALE

Avon's B1 CFR is weakly positioned because of the increased
leverage following the deterioration in the company's operating
performance in 2018 and Moody's expectation that credit metrics
will remain weak in the next 12 months. Avon's adjusted sales
(i.e., excluding the positive contribution from a one-off tax
release in Brazil) dropped by 5.5% in 2018, hurt by adverse foreign
exchange movements and as a consequence of the continued decline in
the number of active representatives (-5% in 2018 following -3% in
2017). Recurring operating profit declined by almost 30% to $247
million reflecting, among others, higher advertising and
representative training costs, while operating cash flow reduced to
$93 million ($271 million in 2017) burdened by higher restructuring
costs. As a result, the company's leverage (measured as
Moody's-adjusted gross debt/EBITDA) increased to 6.1x in 2018 (from
4.8x in 2017), which is not commensurate with the B1 rating and
Moody's expects it will remain above 6.0x in 2019.

The company is taking a number of measures to both revamp sales and
reduce costs, but the restructuring plan is subject to high
execution risks. In particular, the improvement in operating
performance will depend on Avon's ability to stop the decline in
and then improve the number of representatives. Moody's however
cautions that the company's track record in this area has been weak
in recent years. In addition the company has been in turnaround
mode for a few years. Whilst Moody's acknowledges that Avon has
delivered some cost savings, other initiatives designed to stem the
decline in revenues and to improve earnings have not yet produced
positive results.

The change in the outlook to negative reflects Moody's concerns
with regards the execution of the transformation plan and
expectation that the company's cash generation will remain weak in
2019, owing to high restructuring costs and investments to support
the strategy. Moody's believes that financial leverage could return
to around 5.0x only in 2020, provided that the restructuring plan
rapidly bears fruits. Therefore, failure to deliver on the targets
in terms of both reinvigorating growth and reducing costs already
in the next few quarters could lead to further downward pressure on
the rating.

Avon's liquidity is currently adequate, backed by EUR533 million
available cash as of December 2018 and by a recently signed EUR200
million covenanted revolving credit facility (RCF) maturing in
2022. Moody's expects that Avon will address its upcoming maturity
- US$386 million outstanding senior unsecured notes due March 15,
2020 -- in a timely manner. If Avon is however unable to refinance
these notes 91 days before maturity (i.e. 15 December 2019), the
maturity of the EUR200 million revolver will accelerate and come
due in December 2019. Failure or a delay in addressing the
refinancing in a timely manner would weigh on the company's
liquidity profile, a credit negative.

The B1 rating is supported by the strength and equity of Avon's
brands and by the company's leading market position as one of the
largest cosmetic producers in the world. Avon benefits from good
geographic and segment diversification with a high concentration of
operations in growing but potentially volatile developing markets.

STRUCTURAL CONSIDERATIONS

The Ba1 (LGD 1) instrument rating of the senior secured notes
issued by Avon International Operations, Inc., (AIO), reflects the
instruments' more senior position in the capital structure. The
secured notes benefit from the loss absorption provided by the
significant amount of unsecured debt sitting below it in the
structure. The new EUR200 million (approx. $230 million) RCF
maturing in 2022 and borrowed by Avon International Capital plc
(AIC), a fully owned UK-based subsidiary, benefits from the same
security and guarantee structure as the senior secured notes. This
includes an unconditional guarantee from Avon, AIC, AIO and their
restricted subsidiaries. The notes and the RCF are secured by first
priority liens on, and security interests in, substantially all of
the assets of the AIO, AIC and the subsidiary guarantors subject to
certain exceptions.

The B3 (LGD 5) instrument rating of the senior unsecured notes
issued by the parent, Avon, reflects the contractual subordination
of these instruments to the senior secured notes and RCF.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade of the ratings is unlikely given the negative outlook.
Positive pressure on the ratings could develop if 1) a successful
execution of Avon's turnaround initiatives leads to a material
improvement in operating performance with revenue growth and, for
example, Moody's adjusted EBIT margin approaching 10%; 2)
Moody's-adjusted (gross) Debt/EBITDA improves to below 4.5x on a
sustained basis; 3) free cash flow is materially positive on a
sustained basis.

The ratings could be lowered in case of 1) a failure to restore
operating performance with a stabilization of sales and recovery in
operating margin visible in 2019; 2) Inability to successfully
refinance upcoming maturities in a timely manner, leading to a
deterioration in liquidity; 3) a Moody's-adjusted (gross)
Debt/EBITDA remaining above 5.5x on a sustained basis.

CORPORATE PROFILE

Avon is a global beauty product company and one of the largest
direct sellers through around five million active representatives.
Avon's products are available in over 70 countries and include
categories such as color cosmetics, skin care, fragrance and
fashion and home. Cerberus Capital Management L.P., through
controlled affiliates, owns around 16.6% of Avon through a
preferred stock investment. Avon generated about $5.4 billion in
revenue in 2018.



BAILEY'S EXPRESS: Plan Admin Selling Remnant Assets to Oak for $5K
------------------------------------------------------------------
David Allen, the Plan Administrator appointed for Bailey's Express
Inc.'s bankruptcy estate, asks the U.S. Bankruptcy Court for the
District of Connecticut to authorize the sale of remnant assets,
consisting of known or unknown assets or claims, which have not
been previously sold, assigned, or transferred, to Oak Point
Partners, LLC, for $5,000, free and clear of liens, claims,
interests and encumbrances.

The Plan Administrator is now in the process of winding down the
administration of the case.  To that end, he is engaged in efforts
to ensure that the maximum value of the Estate’s remaining assets
is realized, which efforts include pursuing the sale of any
remaining assets.

The Plan Administrator has determined that there might exist
property of the Debtor's Estate, consisting of the Remnant Assets.
Potential unknown assets might include unscheduled refunds,
overpayments, deposits, judgments, claims, or other payment rights
that would accrue in the future.  

The Plan Administrator has conducted due diligence and remains
unaware of the existence of any Remnant Assets, and certainly none
that could return value to the Estate greater than the Purchase
Price. Accordingly, the Plan Administrator has determined that the
cost of
pursuing the Remnant Assets will likely exceed the benefit that the
Estate would possibly receive on account of the Remnant Assets.

The Remnant Asset sales have become commonplace at the close of
commercial bankruptcy cases because they allow for additional funds
to be brought into the estate, while simultaneously avoiding the
expense and burdens associated with reopening cases for
later-discovered assets. Such sales provide a prudent way to fully
and finally administer all assets of the Debtor's estate.  

The Plan Administrator and Oak Point have negotiated their Purchase
Agreement for the sale of the Remnant Assets.  The Purchase
Agreement generally provides for a purchase price of $5,000 for all
Remnant Assets to be paid by Oak Point to the Plan Administrator
for the benefit of the Debtor's Estate.

In accordance with the Purchase Agreement, the Remnant Assets do
not include (i) cash held by the Plan Administrator for
distribution to creditors and professionals; (ii) any and all
Goods1 (e.g., office furniture) of the Debtor; (iii) the claims,
and related proceeds, asserted by the Plan Administrator in the
adversary proceedings pending in the Court, as follows:  Adv. Proc.
Nos. 18-03008, 18-03009, and 18-03025; (iv) any and all claims
against the John Marshall Hall Marital Trust; (v) the utility
deposits held by the following service providers:  (a) Eversource,
in the amount of $1,075 relating to Account No. 5141 815 2039, and
in the amount of $1,475 relating to Account No. 5753 305 0035; (b)
Comcast, in the amount of $197.59 relating to Account No.
8773403710631528; (c) AT&T, in the amount of $45.60 relating to
Account No. 824361079; (d) Frontier Communications, in the amount
of $1,586.47 relating to Account No. 203-078-0299-101696-5; (e)
Verizon Wireless, in the amount of $2,315.68 relating to Account
No. 942040506-00001; and (f) Tuxis-Ohr’s Fuel, if any currently
held, relating to Account No. 6320388; (vi) anticipated refund from
Liberty Mutual Insurance relating to policy numbers:
YU2-211-001921-068 and TBC-211-001621-668; and (vii) the Purchase
Price for the Remnant Assets.

The proceeds of the Sale will be deposited in the distribution
account and disbursed in accordance with the Plan.   In the Plan
Administrator's business judgment, the Purchase Price represents a
fair and reasonable sales price for the Remnant Assets, and
represents the highest and best offer for the sale of the Remnant
Assets.  Additionally, the benefit of receiving immediate payment
for the Remnant Assets, which are largely unknown, outweighs the
potential benefit of retaining the Remnant Assets.  Finally, the
Plan Administrator believes that the cost of pursuing the Remnant
Assets will likely exceed the benefit that the Estate would
possibly receive.

While the Plan Administrator is prepared to consummate the sale of
the Remnant Assets to Oak Point pursuant to the terms set forth
herein and in the Purchase Agreement, in the event a party other
than Oak Point wishes to purchase the Remnant Assets, the Plan
Administrator requests that the Court approve the following overbid
procedures:

     a. Each Competing Bidder who wants to participate in the
overbid process must notify the Plan Administrator of her intention
to do so in accordance with the Notice on or before the Response
Deadline;

     b. the first overbid for the Remnant Assets by a Competing
Bidder must be at least $2,500 more than the Purchase Price, or a
total of $7,500;

     c. each Competing Bidder must submit a Cashier’s Check to
the Plan Administrator in the amount of such Competing Bidder's
first overbid at the time such overbid is made;

     d. each subsequent overbid for the Remnant Assets must be in
additional increments of $1,000, unless otherwise agreed by the
parties or directed by the Court;  

     e. the bidder must purchase the Remnant Assets under the same
terms and conditions set forth in the Purchase Agreement, other
than the purchase price; and  

     f. in the event of an overbid that meets the foregoing
conditions, the Plan Administrator will schedule an auction of the
Remnant Assets in advance of the hearing date and will request that
the Court approve the winning bidder at the auction as the
purchaser at the hearing on the Motion.

To successfully implement the Purchase Agreement, the Plan
Administrator also asks a waiver of the 14-day stay under
Bankruptcy Rule 6004(h).

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

     http://bankrupt.com/misc/Baileys_Express_537_Sales.pdf

                    About Bailey's Express

Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte, Dallas,
Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis,
Neenah, Phoenix, Salt Lake City and Toledo.  It also provides
service to Mexico, Puerto Rico & Canada.

Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017.  In the petition
signed by CFO David Allen, the Debtor estimated its assets and
liabilities at between $1 million and $10 million.

The Hon. Ann M. Nevins is the case judge.

Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serve as the Debtor's bankruptcy counsel.

No creditors' committee was appointed in the case.

On Jan. 12, 2018, the court confirmed the Debtor's Chapter 11 plan
of liquidation.  Pursuant to the plan, David Allen was deemed the
plan administrator for the Debtor's estate.


BALLANTYNE BRANDS: Seeks to Hire Moon Wright as New Legal Counsel
-----------------------------------------------------------------
Ballantyne Brands, LLC and its affiliate seek authority from the
U.S. Bankruptcy Court for the Western District of North Carolina to
employ Moon Wright & Houston, PLLC as their new legal counsel.

Moon Wright will substitute for Pearce Law, PLLC, the firm
initially hired by the Debtors to represent them in their Chapter
11 cases.  Its services will include the preparation of a
bankruptcy plan and representation in adversary proceedings.

The firm's hourly rates are:

     Richard S. Wright          $400
     Andrew T. Houston          $500
     Caleb Brown                $280
     Cole Hayes                 $280
     Shannon Myers (Paralegal)  $180

Richard Wright, Esq., a partner at Moon Wright, attests that his
firm is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Richard S. Wright, Esq.
     Cole Hayes, Esq.
     Moon Wright & Houston, PLLC
     121 W. Trade Street, Suite 1950
     Charlotte, NCa 28202
     Tel: (704) 944-6560
     Fax: (704) 944-0380
     Email: rwright@mwhattorneys.com

                    About Ballantyne Brands

Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures
electronic cigarette under the brand Mistic.

Ballantyne Brands LLC, a Delaware limited liability company, and
Ballantyne Brands LLC, a North Carolina limited liability company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019.

At the time of the filing, Ballantyne Brands disclosed $189,222 in
assets and $16,613,740 in liabilities.  Meanwhile, the company's
North Carolina affiliate reported zero assets and liabilities of
$1,586,511.

The cases have been assigned to Judge Craig J. Whitley.


BRIGGS & STRATTON: Moody's Alters Outlook on Ba3 CFR to Negative
----------------------------------------------------------------
Moody's Investors Service changed Briggs & Stratton Corporation's
rating outlook to negative from stable. Concurrently, Moody's
affirmed the company's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default rating, Ba3 senior unsecured notes rating
and SGL-3 Speculative Grade Liquidity ("SGL") rating.

Moody's took the following rating actions on Briggs & Stratton
Corporation:

Corporate Family Rating, affirmed at Ba3

Probability of Default Rating, affirmed at Ba3-PD

6.875% senior notes due December 2020, affirmed at Ba3, LGD4

Speculative Grade Liquidity rating, affirmed at SGL-3

Outlook: Changed to Negative from Stable

RATINGS RATIONALE

The rating outlook was changed to negative from stable due to
ongoing negative free cash flow that is translating to elevated
financial leverage. In the company's residential business, a
gradual shift in consumer habits away from do-it-yourself lawn care
that is slowly reducing the volume of residential lawn mower sales,
pricing pressure through the sale of products via retail channels
and competition from imports is creating revenue and margin
headwinds. In addition, investments in growth areas such as
commercial products and efforts to increase margins are creating a
significant drain on cash to fund capital spending and the
company's Business Optimization Program-related costs. Free cash
flow is likely to be negative for a third consecutive year in the
fiscal year ended June 2019 and this is driving increased revolver
usage. Moody's also believes the persistently low operating margin
and weak free cash flow are indicative of poor asset returns. The
ability to quickly restore comfortably positive free cash flow is
thus questionable despite anticipated low single digit revenue
growth and a reduction in cash outlays as the Business Optimization
initiatives wind down.

Moody's affirmed Briggs & Stratton's Ba3 CFR because the company
retains a strong market position in gasoline engines and outdoor
power equipment, which along with modest leverage creates potential
for margin and free cash flow improvement if operating execution
improves. Seasonal cash inflows will also lead to revolver paydowns
over the next six months.

The Ba3 CFR reflects the company's strong market position and brand
recognition for its engines and products that are used in a variety
of lawn mowers and lawn care products, generators and pumps as well
as meaningful expansion in the higher margin commercial lawn and
garden side of the business. Expectations for further growth in
commercial products, that have grown to approximately 27% of the
company's sales, support the company's ratings. Moody's expects
that free cash flow will turn positive within the next 18 months as
Business Optimization Program costs and a build-up of inventory in
advance of tariffs unwinds, but poor performance in recent years
means there is considerable execution risk to improving asset
returns and restoring cash flow to a level that sustainably
supports the dividend. Debt/EBITDA (4.1x for the last twelve months
ended December 31, 2018 including Moody's standard adjustments) is
higher than comparable periods in prior years because of margin
headwinds and negative free cash flow but should decline to a 3.6x
level by the fiscal year end June 2019 because seasonal cash
inflows will be used to reduce revolver borrowings. Normalization
of poor weather conditions that hurt sales in Europe and Australia
and shift in volume to other retail outlets because of the Sears
bankruptcy and store closures provide some upside revenue potential
in fiscal 2020. Moody's anticipates that debt-to-EBITDA leverage
will trend towards 3.0x over the next twelve to eighteen months as
the company focuses on positive free cash flow generation, revolver
borrowing repayment and increased margins through its Business
Optimization Program.

The company's SGL-3 rating reflects Moody's expectation that the
company will maintain adequate liquidity because of the company's
existing $34 million of reported cash, roughly $190 million of
unused availability under the company's sizable $500 million
revolving credit facility due 2021 and good covenant headroom. The
company is expected to continue to rely on its revolver for
seasonal working capital needs and to fund negative free cash flow
generation.

The ratings could be downgraded if the company does not demonstrate
meaningful progress increasing asset returns through revenue
growth, margin gains, and a significant improvement in the ongoing
level of free cash flow within the next six to 12 months.
EBITA/interest expense below 2.5x, debt to EBITDA exceeding 4.25x
(on a Moody's adjusted basis), or a more aggressive financial
policy in the form of increased shareholder distributions or debt
funded acquisitions could also pressure the ratings. A
deterioration in liquidity including continued heavy revolver usage
or heightened concern about the company's ability to refinance the
2020 note maturity could also lead to a downgrade.

An upgrade is unlikely without a significant improvement in
operating performance including sustained revenue growth, an EBITDA
margin above 12%, and annual free cash flow of at least $40
million. A balanced financial policy with low funded debt levels
and strong ability to fund dividends and share repurchases from
cash flow, debt-to-EBITDA sustained below 3.0x, and good liquidity
including refinancing upcoming maturities at a manageable cost
would also be necessary for an upgrade.

Briggs & Stratton Corporation (Briggs & Stratton) is the world's
largest producer of gasoline engines for outdoor power equipment
and is a leading designer, manufacturer and marketer of power
generation, pressure washers, lawn and garden, turf care and job
site products. Engines are used primarily by the lawn and garden
equipment industry. The Products Segment includes portable and
standby generators, pressure washers, snow throwers, lawn and
garden power equipment, turf care, and job site products. Revenue
for the last twelve month period ended December 31, 2018 totaled
$1.9 billion.


CARBONITE INC.: S&P Assigns 'B' Issuer Credit Rating, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings on March 6 assigned its 'B' issuer credit rating
to Carbonite Inc.

The rating action follows an announcement by Carbonite on Feb. 7 of
an agreement to acquire Webroot, a cybersecurity software provider,
for $618.5 million in an all-cash transaction.  The company will
fund the transaction with existing cash on hand and funds ($550
million) secured under a new credit facility.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to Carbonite's proposed first-lien term loan and revolving
credit facility.

S&P based the ratings on Carbonite on its assessment of its
aggressive pro forma leverage -- which it expects to decline from
more than 6x at transaction close to approximately 5x by the end of
2019 -- as well as a niche focus on small- to midsize businesses
(SMBs), fierce competition in the rapidly evolving data protection
and storage software market, and limited scale compared with
incumbent competitors. Credit strengths include a rapidly growing
recurring revenue base, above-industry bookings growth, a
well-diversified customer base, and high customer retention rates
for the SMB market. The rating also reflects its expectation that
Carbonite will maintain adequate liquidity and sufficient cash on
its balance sheet.

The positive outlook reflects S&P's expectation that Carbonite will
be able to reduce leverage fairly rapidly after transaction close,
reaching approximately 5x by the end of 2019. S&P's anticipates the
company will maintain its strong recurring revenue growth profile,
which currently represents approximately 95% of revenue, and
expects that free cash flow will grow over the coming years. In
addition, S&P expects Carbonite to put a temporary pause on its
acquisition and share-repurchase strategy, while it focuses on the
integration of Webroot.

"If Carbonite is able to reduce leverage to 5.0x by the end of
calendar 2019 while sustaining its growth momentum and improving
profitability, we would likely consider an upgrade. We would also
look to a commitment to deleveraging, including prepayments of the
company's term loan as factors in considering an upgrade over the
next 12 months," S&P said.

"We would likely return our outlook on Carbonite to stable and
maintain the current rating if its revenue growth rate were to
stall significantly or unexpectedly high expenses constrain EBITDA
such that we believe that leverage is likely to remain over 5x into
2020," S&P said. "Although less likely, in our view, we would also
consider revising the outlook to stable if the firm pursued
additional leveraged M&As over the next 18 months. We would not
likely lower the ratings unless leverage increased to over 7x."


CAREVIEW COMMUNICATIONS: Modification Extended Until March 31
-------------------------------------------------------------
CareView Communications, Inc., CareView Communications, Inc., a
Texas corporation and a wholly owned subsidiary of the Company,
CareView Operations, L.L.C., a Texas limited liability company and
a wholly owned subsidiary of the Borrower, and PDL Investment
Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity
as administrative agent and lender under the Credit Agreement dated
as of June 26, 2015, as amended, have entered into an Eleventh
Amendment to Modification Agreement, pursuant to which the parties
agreed to amend the Modification Agreement to provide that the
dates on which the Lender may elect, in the Lender's sole
discretion, to terminate the Modification Period would be July 31,
2018 and March 31, 2019 (with each such date permitted to be
extended by the Lender in its sole discretion); that the Borrower
could satisfy its obligations under the Modification Agreement to
obtain financing by obtaining (i) at least $2,050,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018
and (ii) an additional (A) $750,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to July 13, 2018 and (B) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to March 31, 2019
(rather than Feb. 28, 2019) (resulting in aggregate net cash
proceeds of at least $3,550,000); and that the Borrower's interest
payment that would otherwise be due to Lender on Dec. 31, 2018
would be deferred until March 31, 2019 (the end of the extended
Modification Period) and that such deferral would be a Covered
Event.

The Company, the Borrower, the Subsidiary Guarantor, and the Lender
entered into a Modification Agreement on Feb. 2, 2018, effective as
of Dec. 28, 2017, with respect to the Credit Agreement in order to
modify certain provisions of the Credit Agreement and Loan
Documents (as defined in the Credit Agreement) to prevent an Event
of Default (as defined in the Credit Agreement) from occurring.
Under the Modification Agreement, the parties agreed that (i) the
Borrower would not make the principal payment due under the Credit
Agreement on Dec. 31, 2017 until the end of the Modification
Period, (ii) the Borrower would not pay the principal installments
due at the end of each calendar quarter during the Modification
Period and (iii) because the Borrower's Liquidity (as defined in
the Credit Agreement) was anticipated to fall below $3,250,000, the
Liquidity required during the Modification Period would be lowered
to $2,500,000.  The Lender agreed that the occurrence and
continuance of any of the Covered Events will not constitute Events
of Default for a period from Dec. 28, 2017 through the earliest to
occur of (a) any Event of Default under any Loan Documents that
does not constitute a Covered Event, (b) any event of default under
the Modification Agreement, (c) the Lender's election, in its sole
discretion, to terminate the Modification Period on May 31, 2018 or
Sept. 30, 2018 (with each such date permitted to be extended by the
Lender in its sole discretion) by delivering a written notice to
the Borrower on or prior to such date, or (d) Dec. 31, 2018.
In consideration of the Lender's entry into the Modification
Agreement, the Company and the Borrower agreed, among other things,
that the Borrower would obtain (i) at least $2,250,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt (each such term as defined in
the Credit Agreement) on or prior to Feb. 23, 2018 and (ii) an
additional $3,000,000 in net cash proceeds from the issuance of
Capital Stock (other than Disqualified Capital Stock) or Debt on or
prior to May 31, 2018 (resulting in aggregate net cash proceeds of
at least $5,250,000).

On Feb. 23, 2018, pursuant to which, among other things, the
parties agreed to amend the Modification Agreement to provide that
the Borrower could satisfy its obligations under the Modification
Agreement to obtain financing by obtaining (i) at least $2,050,000
in net cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018
and (ii) an additional $3,000,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to May 31, 2018 (resulting in aggregate net
cash proceeds of at least $5,050,000).

The Borrower, the Subsidiary Guarantor and the Lender entered into
an Amendment to Modification Agreement on May 31, 2018, pursuant to
which the parties agreed to amend the Modification Agreement to
provide that the dates on which the Lender may elect, in the
Lender's sole discretion, to terminate the Modification Period
would be July 31, 2018 and Sept. 30, 2018 (with each such date
permitted to be extended by the Lender in its sole discretion); and
that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to June 15, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Aug. 31, 2018 (resulting in aggregate net cash proceeds of at
least $3,550,000).

The Borrower, the Subsidiary Guarantor and the Lender entered into
a Second Amendment to Modification Agreement on June 14, 2018,
pursuant to which the parties agreed to further amend the
Modification Agreement to provide that the Borrower could satisfy
its obligations under the Modification Agreement to obtain
financing by obtaining (i) at least $2,050,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional
(A) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to July 3, 2018 (rather than June 15, 2018) and (B) $750,000 in net
cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Aug. 31, 2018
(resulting in aggregate net cash proceeds of at least $3,550,000).

The Borrower, the Subsidiary Guarantor and the Lender entered into
a Third Amendment to Modification Agreement on June 28, 2018,
pursuant to which the parties agreed to further amend the
Modification Agreement to provide that the Borrower could satisfy
its obligations under the Modification Agreement to obtain
financing by obtaining (i) at least $2,050,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional
(A) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to July 13, 2018 (rather than July 3, 2018) and (B) $750,000 in net
cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Aug. 31, 2018
(resulting in aggregate net cash proceeds of at least $3,550,000).

The Company, the Borrower, the Subsidiary Guarantor and the Lender
entered into a Fourth Amendment to Modification Agreement on
Aug. 31, 2018, pursuant to which the parties agreed to further
amend the Modification Agreement to provide that the Borrower could
satisfy its obligations under the Modification Agreement to obtain
financing by obtaining (i) at least $2,050,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional
(A) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to July 13, 2018 and (B) $750,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to Sept. 30, 2018 (rather than Aug. 31, 2018)
(resulting in aggregate net cash proceeds of at least $3,550,000).

The Borrower, the Subsidiary Guarantor and the Lender entered into
a Fifth Amendment to Modification Agreement on Sept. 28, 2018,
pursuant to which the parties agreed to amend the Modification
Agreement to provide that the dates on which the Lender may elect,
in the Lender's sole discretion, to terminate the Modification
Period would be July 31, 2018 and Nov. 12, 2018 (with each such
date permitted to be extended by the Lender in its sole
discretion); that the Borrower could satisfy its obligations under
the Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Nov. 12, 2018 (rather than Sept. 30, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000); and that the
Liquidity required during the Modification Period would be lowered
to $1,825,000 from $2,500,000.

The Company, the Borrower, the Subsidiary Guarantor and the Lender
entered into a Sixth Amendment to Modification Agreement on
Nov. 12, 2018, pursuant to which the parties agreed to amend the
Modification Agreement to provide that the dates on which the
Lender may elect, in the Lender's sole discretion, to terminate the
Modification Period would be July 31, 2018 and Nov. 19, 2018 (with
each such date permitted to be extended by the Lender in its sole
discretion); and that the Borrower could satisfy its obligations
under the Modification Agreement to obtain financing by obtaining
(i) at least $2,050,000 in net cash proceeds from the issuance of
Capital Stock (other than Disqualified Capital Stock) or Debt on or
prior to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net
cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Nov. 19, 2018 (rather than Nov. 12, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000).

The Borrower, the Subsidiary Guarantor and the Lender entered into
a Seventh Amendment to Modification Agreement on Nov. 19, 2018,
pursuant to which the parties agreed to amend the Modification
Agreement to provide that the dates on which the Lender may elect,
in the Lender's sole discretion, to terminate the Modification
Period would be July 31, 2018 and Dec. 3, 2018 (with each such date
permitted to be extended by the Lender in its sole discretion); and
that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Dec. 3, 2018 (rather than Nov. 19, 2018) (resulting in aggregate
net cash proceeds of at least $3,550,000).

The Company, the Borrower, the Subsidiary Guarantor and the Lender
entered into an Eighth Amendment to Modification Agreement on
Dec. 3, 2018, pursuant to which the parties agreed to amend the
Modification Agreement to provide that the dates on which the
Lender may elect, in the Lender's sole discretion, to terminate the
Modification Period would be July 31, 2018 and Dec. 17, 2018 (with
each such date permitted to be extended by the Lender in its sole
discretion); that the Borrower could satisfy its obligations under
the Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Dec. 17, 2018 (rather than Dec. 3, 2018) (resulting in aggregate
net cash proceeds of at least $3,550,000); and that the Liquidity
required during the Modification Period would be lowered to
$1,525,000 from $1,825,000.

The Company, the Borrower, the Subsidiary Guarantor and the Lender
entered into a Ninth Amendment to Modification Agreement on
Dec. 17, 2018, pursuant to which the parties agreed to amend the
Modification Agreement to provide that the dates on which the
Lender may elect, in the Lender's sole discretion, to terminate the
Modification Period would be July 31, 2018 and Jan. 31, 2019 (with
each such date permitted to be extended by the Lender in its sole
discretion); that the Borrower could satisfy its obligations under
the Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Jan. 31, 2019 (rather than December 17, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000); that the
Liquidity required during the Modification Period would be lowered
to $750,000 from $1,525,000; and that the Borrower's interest
payment that would otherwise be due to Lender on Dec. 31, 2018
would be deferred until Jan. 31, 2019 (the end of the extended
Modification Period) and that such deferral would be an additional
Covered Event.

The Company, the Borrower, the Subsidiary Guarantor and the Lender
entered into a Tenth Amendment to Modification Agreement on
Jan. 31, 2019, pursuant to which the parties agreed to amend the
Modification Agreement to provide that the dates on which the
Lender may elect, in the Lender's sole discretion, to terminate the
Modification Period would be July 31, 2018 and Feb. 28, 2019 (with
each such date permitted to be extended by the Lender in its sole
discretion); that the Borrower could satisfy its obligations under
the Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 28, 2019 (rather than Jan. 31, 2019) (resulting in
aggregate net cash proceeds of at least $3,550,000); and that the
Borrower's interest payment that would otherwise be due to Lender
on Dec. 31, 2018 would be deferred until Feb. 28, 2019 (the end of
the extended Modification Period) and that such deferral would be a
Covered Event.

                 About CareView Communications

CareView Communications, Inc. -- http://www.care-view.com/-- is a
provider of products and on-demand application services for the
healthcare industry, specializing in bedside video monitoring,
software tools to improve hospital communications and operations,
and patient education and entertainment packages.  Its proprietary,
high-speed data network system is the next generation of patient
care monitoring that allows real-time bedside and point-of-care
video monitoring designed to improve patient safety and overall
hospital costs.  The entertainment packages and patient education
enhance the patient's quality of stay.  CareView is dedicated to
working with all types of hospitals, nursing homes, adult living
centers and selected outpatient care facilities domestically and
internationally.  The Company's corporate offices are located at
405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067.

Careview Communications incurred a net loss of $20.07 million in
2017, following a net loss of $18.66 million for the year ended
Dec. 31, 2016.  As of Sept. 30, 2018, Careview Communications had
$10.18 million in total assets, $84.57 million in total
liabilities, and a total stockholders' deficit of $74.38 million.

BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has suffered recurring
losses from operations and has accumulated losses since inception
that raise substantial doubt about its ability to continue as a
going concern.


CARLSTAR HOLDINGS: S&P Lowers ICR to 'CCC+', On Watch Developing
----------------------------------------------------------------
S&P Global Ratings has lowered its issuer credit rating on Carlstar
Holdings LLC and its issue-level ratings on the company's senior
secured notes to 'CCC+' from 'B-', and placed the ratings on
CreditWatch with developing implications. S&P's recovery rating on
the notes is unchanged at '4'.

S&P believes Carlstar is facing heightened refinancing risk due to
approaching debt maturities this year, despite improving operating
performance. The company's ABL facility will terminate on Sept. 15,
2019 if its notes are still outstanding on this date. The notes
mature on Dec. 15, 2019. If the company refinances the notes before
Sept. 15, the ABL will not terminate until 2023. S&P believes the
ABL is a key source of liquidity for the company's seasonal working
capital requirements.

"The placement of our ratings on Carlstar on CreditWatch with
developing implications reflects our view that we could raise or
lower our ratings over the next 90 days. We could raise our ratings
on Carlstar if the company refinances its notes in accordance with
the original terms of the obligations," S&P said. "We could lower
our ratings if it appears that the company will be unable to
refinance its notes before Sept. 2019, or if we believe a debt
restructuring, including a distressed exchange, is likely."


CAROLINA VALUE: Taps Rayburn Cooper as Legal Counsel
----------------------------------------------------
Carolina Value Village, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
Rayburn Cooper & Durham, P.A. as its legal counsel.

The professional services Rayburn Cooper will render are:

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

     b. take all necessary actions to protect and preserve the
bankruptcy estate, including the prosecution of actions on the
Debtor's behalf and the defense of any action commenced against the
Debtor;

     c. represent the Debtor in negotiations;

     d. assist the Debtor in formulating and preparing a plan of
reorganization; and

     e. provide other legal services related to the Debtor's
Chapter 11 case.

The firm's 2019 hourly billing rates are:

Attorneys

     Paul R. Baynard         $400
     W. Scott Cooper         $400
     Albert F. Durham        $550
     Ross R. Fulton          $365
     James B. Gatehouse      $365
     G. Kirkland Hardymon    $365
     John R. Miller, Jr.     $400
     C. Richard Rayburn, Jr. $695
     Benjamin E. Shook       $325
     Matthew L. Tomsic       $260

Paralegals

     Kristy D. Godin         $160
     Nikki L. Jackson        $160
     Tiffany N. Lindsay      $160
     Wendy S. Pope           $160
     Julia L. Robinson       $160

John Miller, Jr., Esq., at Rayburn Cooper, attests 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 at:

      John R. Miller, Jr., Esq.
      Rayburn Cooper & Durham, P.A.
      1200 The Carillon
      227 West Trade Street
      Charlotte, NC 28202
      Tel: 704-334-0891
      Email: jmiller@rcdlaw.net

                     About Carolina Value Village, Inc.

Carolina Value Village, Inc. is a family thrift store serving
Charlotte, Greensboro, Kannapolis, Mooresville, and all surrounding
communities.  Carolina Value offers a variety of items, including:
women's clothes, men's clothes, children's clothing, jewelry,
housewares, furniture, collectible, treasures, and more.

Carolina Value Village, Inc. filed a voluntary petition under
Chapter 11 of title 11 of the United States Code (Bankr. W.D.N.C.
Case No. 19-30144) on February 1, 2019. In the petition signed by
Larry Pearson, president, the Debtor estimated $50,000 in assets
and $1 million to $10 million in liabilities. John R. Miller, Jr.,
Esq., at Rayburn Cooper & Durham, P.A. is the Debtor's counsel.


CAROLINA VALUE: Taps Steve Farris as Accountant
-----------------------------------------------
Carolina Value Village, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
Steve Farris, P.C. as its accountant.

The firm will assist the Debtor in the preparation of tax returns,
financial statements and analytical reports regarding its
operations, and will provide consulting and planning services if
requested by the Debtor's management.

Farris' hourly rates are:

     Accountant         $175
     Assistant           $75
     Data Entry Clerk    $35

The firm will charge $850 per month for interim statements and
$1,500 for annual statements and corporate income tax returns.
Additional services will be billed at standard rate of $175 per
hour.

Steve Farris, a certified public accountant and the firm's owner,
attests that his firm is a "disinterested person" as defined within
section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Steve Farris, CPA
     Steve Farris PC
     8510 Hospital Drive # C
     Douglasville, GA 30134
     Phone: (770) 942-2214

                     About Carolina Value Village, Inc.

Carolina Value Village, Inc. is a family thrift store serving
Charlotte, Greensboro, Kannapolis, Mooresville, and all surrounding
communities.  Carolina Value offers a variety of items, including:
women's clothes, men's clothes, children's clothing, jewelry,
housewares, furniture, collectible, treasures, and more.

Carolina Value Village, Inc. filed a voluntary petition under
Chapter 11 of title 11 of the United States Code (Bankr. W.D.N.C.
Case No. 19-30144) on February 1, 2019. In the petition signed by
Larry Pearson, president, the Debtor estimated $50,000 in assets
and $1 million to $10 million in liabilities. John R. Miller, Jr.,
Esq., at Rayburn Cooper & Durham, P.A. is the Debtor's counsel.


CENTRAL PROCESSING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Central Processing Services, LLC
        23800 W. Ten Mile Rd., Ste. 200
        Southfield, MI 48033

Business Description: Central Processing Services, LLC
                      is a social advocacy organization
                      headquartered in Southfield, Michigan.

Chapter 11 Petition Date: March 6, 2019

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Case No.: 19-43217

Judge: Hon. Maria L. Oxholm

Debtor's Counsel: John J. Stockdale, Jr., Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: jstockdale@schaferandweiner.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Richard T. Cole, authorized member.

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

     http://bankrupt.com/misc/mieb19-43217_creditors.pdf

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

          http://bankrupt.com/misc/mieb19-43217.pdf


CLICKAWAY CORP: Seeks to Extend Exclusive Filing Period to July 31
------------------------------------------------------------------
Clickaway Corporation asked the U.S. Bankruptcy Court for the
Northern District of California to extend the period during which
it has the exclusive right to file a Chapter 11 plan through July
31, and to solicit acceptances for the plan through Sept. 30.

The company is currently pursuing a case against Airtouch Cellular,
Inc., a Verizon's franchisee, and several others in which it seeks
millions of dollars in damages for conduct related to the sale of
its stores last year.  

Clickaway sees the litigation as a source of substantial funding
for its bankruptcy plan.  The company, however, said that until it
can better estimate the amount it will recover from the litigation
as well as the total amount owed by AKA Wireless, Inc., proposing a
disclosure statement that accurately describes to creditors what
they are likely to receive will be difficult.

Clickaway, which operated approximately 42 stores as a Verizon
Wireless retailer until last year, sold 26 stores to AKA Wireless
pursuant to an asset purchase agreement dated June 26, 2018.  

AKA Wireless retained $600,000 in holdbacks for the balance of 18
months following the sale against possible claims by Airtouch
Cellular.  This holdback will become available to Clickaway and its
creditors after January 1, 2020.

In addition, there are two store leases that remain to be assumed
and assigned to AKA Wireless owing to certain lawsuits that
required remediation plans.  Holdbacks of $25,000 for each of the
stores have not yet been paid, according to court filings.

                    About Clickaway Corporation

Clickaway Corporation, a computer repair, service, sales and
networking company, has been headquartered in Campbell and serving
more than 50,000 customers in Bay Area since 2002.  Clickaway filed
a voluntary Chapter 11 petition (Bankr. N.D. Cal. Case No.
18-51662) on July 27, 2018, estimating $1 million to $10 million in
assets and liabilities.

The Debtor tapped The Law Offices of Binder and Malter as its
bankruptcy counsel; Willoughby Stuart Bening & Cook as special
counsel; and Crawford Pimentel Corporation as accountant.   


CONDUENT INC: S&P Ups ICR to BB+ on Settlement with Texas
---------------------------------------------------------
S&P Global Ratings on March 6 raised its issuer credit rating on
Conduent Inc. to 'BB+' from 'BB'. At the same time, S&P raised its
issue-level rating on the company's first-lien debt to 'BBB-' from
'BB+' and its issue-level rating on its senior unsecured notes to
'BB' from 'BB-'. Its recovery ratings remain unchanged.

The rating actions follow an announcement by Conduent of a $235
million settlement with the State of Texas, which, S&P said, has
provided some visibility into its litigation exposure.
Additionally, the company has completed its divestiture plan
through the sale of its portfolio of select stand-alone customer
care contracts. Therefore, the company has now eliminated the
legacy assets related to its spin-off from Xerox and is well
positioned to focus on growing its core businesses, according to
S&P.

"The upgrade reflects our improved visibility into Conduent's
litigation exposure stemming from allegations of violations under
the Texas Medicaid Fraud Prevention Act. We believe the company has
ample liquidity to address the announced settlement without
affecting our forecast leverage metrics," S&P said. "The company
continues to provide medical management and fiscal agent care
management services to Medicaid programs in 24 states, Puerto Rico,
and the District of Columbia, which indicates that the
investigation has only modestly impaired its brand and
operations."

S&P said the stable outlook on Conduent reflects its expectation
for additional revenue declines through 2019 due to the recently
closed divestitures and contract remediation process, which will be
somewhat offset by modest contributions from new business wins. The
stable outlook also reflects S&P's expectation that these declines
will be further offset by modest margin expansion in 2019 and
management's disciplined financial policy, which will allow the
company to maintain leverage in the mid-2x area.

S&P said it could lower its ratings on Conduent if an unforeseen
steep drop in its EBITDA caused its S&P Global Ratings-adjusted
leverage to rise above 3.0x on a sustained basis. Such a scenario
could occur if the company encounters unforeseen operational
issues, pricing pressure from escalating competition, ineffective
expense management, unfavorable reputational developments, or a
substantial loss of customers. S&P said this could also occur if
Conduent adopted a more aggressive financial policy than it
forecasts in its base-case scenario.

"Although unlikely over the next year, we could raise our ratings
on Conduent if its operations perform significantly above our
expectations through a meaningful increase in its scale and strong
cross selling by its newly reorganized sales force, which improves
the company's EBITDA growth and enables it to sustain debt to
EBITDA of less than 2x," S&P said. "To be considered for an upgrade
we expect the company to commit to a financial policy maintaining
S&P-adjusted leverage to below 2.0x on a sustained basis."


CORT & MEDAS: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Cort & Medas Associates, LLC
        1414 Utica Avenue
        Brooklyn, NY 11203

Business Description: Cort & Medas Associates, LLC is a Single
                      Asset Real Estate Debtor (as defined  
                      in 11 U.S.C. Section 101(51B)).

Chapter 11 Petition Date: March 6, 2019

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

Case No.: 19-41313

Judge: Hon. Carla E. Craig

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN LLP
                  137 Fifth Avenue, 9th Floor
                  New York, NY 10010
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenrick Cort, sole member.

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

        http://bankrupt.com/misc/nyeb19-41313.pdf


COWBOYS FAR WEST: Heisler Buying San Antonio Property for $9.75M
----------------------------------------------------------------
Cowboys Far West, Ltd., asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of the real
property and improvements described as 16.63 acres known as 3030 NE
Loop 410, San Antonio, Texas to Heisler Development Corp. for $9.75
million, cash, on April 1, 2019.

All secured creditors are being paid in full from the sale
proceeds.

On Jan. 17, 2019, the Court entered an order modifying the
automatic stay to permit Crossroads to foreclose its senior lien
and sell the property at a foreclosure on April 2, 2019 if a sale
does not close by April 1, 2019.  Because the perfected secured
liens total less than the proposed sale price it is likely that any
uplift will be lost if a foreclosure occurs.  Under these
circumstances, the Debtor believes and asserts that the proposed
sale price is reasonable and the best that can be attained.

The real property is subject to the mortgage liens to Crossroads
2004, LLC and PrinsBank.  Additionally, Bexar County has a priority
lien for ad valorem taxes.  

The Court's order modifying the stay sets forth these secured debt
as follows:

      a. The Total Crossroads Debt includes all principal,
interest, fees, charges and attorneys' fees in the amount of
$5,552,385 computed as of Jan. 14, 2019, plus all interest accrued
at the contract rate and any additional reasonable attorneys' fees
and trustee's fees incurred after Jan. 14, 2019 and through date of
any public foreclosure auction or other sale.

      b. The Total Prinsbank Debt includes all principal, interest,
fees, charges and attorneys' fees in the amount of $2,323,882
computed as of Jan. 14, 2019, plus all interest accrued at the
contract rate and any additional reasonable attorneys' fees and
trustee's fees incurred after Jan. 14, 2019 and through date of any
public foreclosure auction or other sale.

      c. The Total Bexar County Debt includes all sums owed and
remaining to be paid to the Bexar County assessor for ad valorem
taxes, statutory fees, interest and charges including attorneys'
fees in the amount of $351,671 computed as of April, 2019 and
through date of any public foreclosure auction or other sale.

      d. All other liens, if any, encumbering, the "Property"
defined in Exhibit 1, that may obtain priority over the lien of
Crossroads 2004, LLC.

The Debtor is asking permission to pay the total Crossroads debt,
the total Prinsbank debt, the total Bexar County debt, and any debt
identified, and all reasonable closing costs, including real estate
commissions to Texas Heritage Brokers, Inc. -- the Court approved
real estate broker.  It is also asking that the sale to Heisler be
free and clear of all liens, claims and encumbrances.  The liens of
Crossroad, PrinsBank and the local ad valorem taxing authority,
Bexar County, will automatically attach to the net sales proceeds
based upon their pre-petition priority, and paid through closing.

                    About Cowboys Far West Ltd.

Cowboys Far West, Ltd., owns an entertainment facility and a dance
hall in San Antonio, Texas.  It previously sought bankruptcy
protection (Bankr. W.D. Tex. Case No. 16-51419) on June 24, 2016.

Cowboys Far West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51837) on Aug. 6,
2018.  At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million.  Judge Ronald B. King oversees the case.  The Debtor
tapped Willis & Wilkins, LLP, as its legal counsel.


CPI CARD: Incurs $37.5 Million Net Loss in 2018
-----------------------------------------------
CPI Card Group Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$37.46 million for the year ended Dec. 31, 2018, compared to a net
loss of $22.01 million for the year ended Dec. 31, 2017.

Net sales were $68.5 million in the fourth quarter of 2018, an
increase of 19.2% from the fourth quarter of 2017.  For the full
year ended Dec. 31, 2018, net sales were $255.8 million, an
increase of 14.3% over the prior year.  Loss from operations was
$0.4 million in the fourth quarter of 2018 compared with a loss
from operations of $21.5 million in the fourth quarter of 2017.  As
a reminder, the Company recorded a non-cash impairment charge of
$19.1 million in the fourth quarter of 2017, of which $17.2 million
related to the U.S. Debit and Credit segment, and the remaining
$1.9 million related to the Other segment.  The Company generated
income from operations of $4.6 million during the full year 2018
compared with a loss from operations of $19.3 million during the
full year 2017.  Net loss was $7.2 million, or $0.65 per diluted
share, and $14.8 million, or $1.33 per diluted share, for the
fourth quarter and full year 2018, respectively.  This compares
with a net loss of $14.4 million, or $1.29 per diluted share, and
$23.1 million, or $2.08 per diluted share, for the fourth quarter
and full year 2017, respectively.  The Company's net loss was
impacted by a reduction in the effective tax rate for the year
ended 2018 compared to the prior year, which lowered the income tax
benefit by $12.2 million, due primarily to U.S. tax reform
legislation.

Adjusted EBITDA for the fourth quarter of 2018 was $5.1 million, up
52.7% compared with $3.3 million in the prior year fourth quarter.
For the full year 2018, adjusted EBITDA increased 16.6% to $27.1
million compared to the full year 2017.  These year-over-year
improvements are primarily the result of net sales growth and lower
costs resulting from cost optimization initiatives implemented
throughout 2018.

Scott Scheirman, president and chief executive officer of CPI,
stated, "Fourth quarter financial results reflect the continued
progress we are making towards strengthening our business and
fostering changes that we believe will help us to achieve long-term
success.  Our fourth quarter performance was highlighted by
top-line growth of 19% year over year, marking our fourth
consecutive quarter of year-over-year net sales growth.  During the
quarter, we saw continued top line momentum across the business,
particularly in our emerging products and solutions."

Scheirman continued, "As we enter 2019, we remain committed to our
strategy of deep customer focus, providing market-leading quality
products and customer service, developing a market-competitive
business model and continuous innovation.  Through continued
thoughtful, disciplined execution of these highly targeted
initiatives, we believe we can achieve our vision of being the
partner of choice for our customers by providing market-leading
quality products and customer service with a market competitive
business model."

                  Balance Sheet, Liquidity, and
                Cash Flow from Continuing Operations

Cash provided by operating activities for the fourth quarter of
2018 was $8.9 million and capital expenditures totaled $0.6
million, yielding free cash flow of $8.3 million during the fourth
quarter.  For the full year ended Dec. 31, 2018, cash provided by
operating activities was $7.0 million, capital expenditures totaled
$5.6 million and free cash flow was $1.4 million.

At Dec. 31, 2018, the Company had $20.3 million of cash and cash
equivalents and a $40.0 million revolving credit facility, of which
$20.0 million was available for borrowing.

Total debt principal outstanding, comprised of the Company's First
Lien Term Loan, was $312.5 million at Dec. 31, 2018, unchanged from
Dec. 31, 2017.  Net of debt issuance costs and discount, recorded
debt was $305.8 million as of Dec. 31, 2018.  The Company's First
Lien Term Loan matures on Aug. 17, 2022 and includes no financial
covenants.

John Lowe, chief financial officer, stated, "We continued to
deliver solid top-line performance in the fourth quarter of 2018,
which helped boost our fourth quarter adjusted EBITDA performance
by more than 50% compared with the fourth quarter of last year. Our
continued disciplined approach of driving revenue growth and
operational efficiency yielded positive free cash flow generation
from continuing operations for the full year 2018.  We continue to
believe we have adequate cash and liquidity to support our business
plans."

As of Dec. 31, 2018, the Company had $207.20 million in total
assets, $356.78 million in total liabilities, and a total
stockholders' deficit of $149.57 million.

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

                     https://is.gd/dQeMjH

                        About CPI Card

CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of
payment card production and related services, offering a single
source for credit, debit and prepaid debit cards including EMV
chip, personalization, instant issuance, fulfillment and mobile
payment services.  Serving its customers from locations throughout
the United States and Canada, the Company has the largest network
of high security facilities in North America, each of which is
certified by one or more of the payment brands: Visa, Mastercard,
American Express, Discover and Interac in Canada.

CPI Card reported a net loss of $37.46 million in 2018, following a
net loss of $22.01 million in 2017.  As of Dec. 31, 2018, the
Company had $207.20 million in total assets, $356.78 million in
total liabilities, and a total stockholders' deficit of $149.57
million.


                           *    *    *

As reported by the TCR on April 4, 2018, Moody's Investors Service
downgraded its ratings for CPI Card Group Inc., including the
company's Corporate Family Rating (to Caa1, from B3) and
Probability of Default Rating (to Caa1-PD, from B3-PD).  Moody's
said the downgrades broadly reflect continued uncertainty about
whether CPI can return to revenue and profit growth over the next
12 to 18 months, and an earnings and cash flow profile that can
adequately support the company's heavy debt burden.

In March 2018, S&P Global Ratings lowered its corporate credit
rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from
'B-'.  "The downgrade reflects our view that CPI's capital
structure is unsustainable at current levels of EBITDA.  However,
we do not anticipate a default scenario over the next 12 months
given that we believe liquidity availability will be sufficient to
absorb the expected negative discretionary cash flow.


CW LLC: Case Summary & 5 Unsecured Creditors
--------------------------------------------
Debtor: CW, LLC
        165 Highway 19
        Vesta, MN 56292

Business Description: CW, LLC, a Minnesota limited liability
                      company, provides welding and fabrication
                      services.  It owns an industrial property
                      located at 165 Highway 19, Vesta, MN having
                      an appraised value of $1.04 million.

Chapter 11 Petition Date: March 7, 2019

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Case No.: 19-30662

Judge: Hon. Michael E. Ridgway

Debtor's Counsel: Karl J. Johnson, Esq.
                  HELLMUTH & JOHNSON, PLLC
                  8050 West 78th Street
                  Edina, MN 55439
                  Tel: 952-941-4005
                  E-mail: kjohnson@hjlawfirm.com

                    - and -

                  Kesha L. Tanabe, Esq.
                  TANABE LAW
                  4304 34th Ave S
                  Minneapolis, MN 55406
                  Tel: 612-735-0188
                  Fax: 612-735-0188
                  E-mail: kesha@tanabelaw.com

Total Assets: $1,045,000

Total Liabilities: $35,164

The petition was signed by Neil D. Cole, president.

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

               http://bankrupt.com/misc/mnb19-30662.pdf

Pending bankruptcy cases filed by affiliates:

   Debtor                      Petition Date       Case No.
   ------                      -------------       --------
CW Equipment, LLC                 3/06/19          19-30651
CW Fabrication, LLC               3/06/19          19-30652
CW Welding & Fabrication, LLC     3/06/19          19-30650


CW WELDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Three affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

      Debtor                                      Case No.   
      ------                                      --------
      CW Welding & Fabrication, LLC               19-30650
      165 Highway 19 S
      Vesta, MN 56292

      CW Equipment, LLC                           19-30651

      CW Fabrication, LLC                         19-30652

Business Description: CW Welding and Fabrication is a locally
                      owned and operated welding and fabrication
                      company located in Southwestern Minnesota.
                      The Company also custom builds trailers,
                      fish-house frames, agricultural products,
                      grain chutes/transitions, rock boxes, and
                      other specialty equipment.  For more
                      information, visit https://www.cwweld.net.

Chapter 11 Petition Date: March 6, 2019

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Hon. William J. Fisher

Debtor's Counsel: Karl J. Johnson, Esq.
                  HELLMUTH & JOHNSON, PLLC
                  8050 West 78th Street
                  Edina, MN 55439
                  Tel: 952-941-4005
                  Email: kjohnson@hjlawfirm.com

                     - and -

                  TANABE LAW

CW Welding's
Total Assets: $405,588

CW Welding's
Total Liabilities: $1,586,406

The petitions were signed by Neil D. Cole, president.

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

          http://bankrupt.com/misc/mnb19-30650.pdf


CYTOSORBENTS CORP: Incurs $17.2 Million Net Loss in 2018
--------------------------------------------------------
Cytosorbents Corporation has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$17.21 million on $22.50 million of total revenue for the year
ended Dec. 31, 2018, compared to a net loss of $8.46 million on
$15.15 million of total revenue for the year ended
Dec. 31, 2017.

As of Dec. 31, 2018, the Company had $32.74 million in total
assets, $15.81 million in total liabilities, and $16.93 million in
total stockholders' equity.

The Company has experienced substantial operating losses since
inception.  As of Dec. 31, 2018, the Company had an accumulated
deficit of approximately $169,524,000.  Historically, the Company's
losses have resulted principally from costs incurred in the
research and development of its polymer technology, its legal,
financial and consulting expenses, and selling, general and
administrative expenses, which together were approximately
$30,599,000, $19,475,000 and $17,066,000 for the years ended
Dec. 31, 2018, 2017 and 2016, respectively.

Since inception, the Company's operations have been primarily
financed through the private and public placement of its debt and
equity securities.  At Dec. 31, 2018, the Company had current
assets of approximately $28,264,000 including cash on hand of
approximately $22,369,000 and had current liabilities of
approximately $6,538,000.  In January 2019, the Company received
approximately $620,000 in cash from the sale of its net operating
losses to the State of New Jersey.

"We believe that we have sufficient cash to fund our operations
into 2020.  We will need to raise additional capital to support our
ongoing operations in the future.  In addition, we will need to
raise additional funds to support clinical trials in the U.S. and
in Europe," Cytosorbents stated in the Report.

WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, noting that the Company sustained net
losses for the years ended Dec. 31, 2018, 2017 and 2016.  Further,
the Company believes it will have to raise additional capital to
fund its planned operations for the twelve month period through
March 2020.  These matters raise substantial doubt regarding the
Company's ability to continue as a going concern.

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

                       https://is.gd/FFIVCY

                        About CytoSorbents

Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification.  Its flagship product, CytoSorb is approved in the
European Union with distribution in 55 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses.  These are conditions where the risk of
death is extremely high, yet no effective treatments exist.


CYTOSORBENTS CORP: Top Executives Will Get $512,500 Cash Bonuses
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of
CytoSorbents Corporation approved on March 4, 2019, the following
cash bonuses and equity bonus awards for its executive officers:

                                                     Restricted
                                        Cash           Stock
  Name/Position                         Bonus          Units
  -------------                      -----------     ----------
Phillip P. Chan, MD, PhD              $160,000           5,500
President and Chief
Executive Officer

Vincent J. Capponi                    $132,800           4,620
Chief Operating Officer

Kathleen P. Bloch                     $118,000           4,070
Chief Financial Officer

Eric R. Mortensen                     $101,700           4,620
Chief Medical Officer

The cash bonuses will be paid by the Company to the executive
officers in March 2019 in accordance with the Company's payroll.

The grant date of the restricted stock units was March 4, 2019. The
RSUs were granted under the Company's 2014 Long-Term Incentive Plan
and have a 10 year term.  Vesting as to one-third of the RSUs shall
occur on each of the date of grant, the first anniversary of the
date of grant, and the second anniversary of the date of grant,
subject to the grantee's continued service as of the applicable
vesting date, and will be settled into common stock of the Company,
$0.001 par value per share.

The cash bonuses and restricted stock units were awarded at the
discretion of the Compensation Committee, in recognition of the
Company's 2018 performance and the performance of each executive
officer.

                         About CytoSorbents

Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification.  Its flagship product, CytoSorb is approved in the
European Union with distribution in 55 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses.  These are conditions where the risk of
death is extremely high, yet no effective treatments exist.

Cytosorbents reported a net loss of $17.21 million for the year
ended Dec. 31, 2018, compared to a net loss of $8.46 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$32.74 million in total assets, $15.81 million in total
liabilities, and $16.93 million in total stockholders' equity.

WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, noting that the Company sustained net
losses for the years ended Dec. 31, 2018, 2017 and 2016.  Further,
the Company believes it will have to raise additional capital to
fund its planned operations for the twelve month period through
March 2020.  These matters raise substantial doubt regarding the
Company's ability to continue as a going concern.


DAVID M. SEMAS: Selling Two Vehicles for $61K
---------------------------------------------
David M. Semas and Susan O. Semas ask the U.S. Bankruptcy Court for
the District of Nevada to authorize the sale of (i) a 2012 Dodge
Rain 3500 Pickup for $29,000 to $32,000; and (ii) 2012 Jeep
Wrangler for $29,000.

The Revested Debtors previously scheduled their ownership interests
in the 2012 Dodge Rain 3500 Pickup and the 2012 Jeep Wrangler.  A
$15,000 vehicle exemption was also claimed against the 2012 Jeep
Wrangler.

The Revested Debtors have received an offer from a third party, for
the purchase of their 2012 Jeep Wrangler for $29,000.  The
estimated private party market value of the Jeep Wrangler per Kelly
Blue Book is $26,300.  The Debtors have not yet attempted to sell
the Dodge Ram Pickup, but they anticipate selling it sometime this
summer for an estimated price of $29,000 to $32,000, which is more
than the Kelley Blue Book value for that vehicle.

The Revested Debtors are charged with the duty of liquidating their
non-exempt assets pursuant to the terms of their confirmed Plan,
and the proposed sale of the vehicies contemplated in the Motion is
appropriate under the terms of the Plan.  They will use the
proceeds of the sale of the 2012 Jeep Wrangler (of which $15,000 is
exempt), to pay certain attorneys' fees and costs owing to Harris
Law Practice, LLC and Hey Chrissinger Kirnrnel Valias.  The
proceeds from the sale of the Dodge Rain Pickup later this year
will also be used to pay attorneys' fees and costs, if necessary,
or alternatively, to be distributed to general unsecured creditors
under the terms ofthe Plan.

As the Court is aware, the Revested Debtors have been involved in
extensive litigation in the U.S. District Court with Chemoeu
Surface Technology, LLC, an entity owned and controlled by Dean and
Madylon Meiling, as a result of certain disputes over the
"Metalast" trademark, arising from the Meilings' breach of the
Settlement Agreement that the Court approved prior to confirmation
of the Plan in the Chapter ll case.  As a result of the U.S.
District Court litigation, the Revested Debtors have incurred in
excess of $250,000 in attorneys' fees and costs owing to Hoy
Chrissinger Kimmel Vallas which remain unpaid.  The Revested
Debtors and their related entities and parties have recently
prevailed in the U.S. District Court litigation, with Judge Du
entering final judgments in their favor and closing the case.

It should be noted that Chemeon has already filed a new Motion in
U.S. District Court, asking relief from Judge Du's Jan. 28, 2019
Judgment, alleging that all issues were not adjudicated and that
the case should not have been closed.  Thus, the Revested Debtors
will be required to continue defending against Chemeon's endless
litigation and incurring even more attorneys' fees in the process.

The Revested Debtors are not proposing an overbid process for the
sale of the vehicles because the offer for the Jeep Wrangler is
already above Keliey Blue Book, and the sale of the Dodge Ram,
anticipated to occur this summer, will only occur after they
advertise the sale of the Dodge Ram in public marketplace forums
and venues, which will allow for the highest and best offer to come
forward.

Lastly, they ask that the proposed sale of the vehicles not be
subject to the 14-day stay provisions of Fed. R. Bankr. P.
6004(h).

A hearing on the Motion is set for March 6, 2019 at 2:00 p.m.

                    About David and Susan Semas

On Dec. 11, 2013, individual debtors David M. Semas and Susan O.
Semas filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 13-52337).

On April 6, 2015, the Court entered an order confirming the
Debtors' Second Amended Plan of Reorganization, as amended.  The
assets of the bankrupt estate have revested in the Debtors upon
Plan Confirmation.


DILLE FAMILY: Trustee Selling All Assets to Buck Rogers for $300K
-----------------------------------------------------------------
Robert S. Bernstein, the Chapter 11 Trustee for Dille Family Trust,
Inc., asks the U.S. Bankruptcy Court for the Western District of
Pennsylvania to authorize the sale of substantially all assets to
Buck Rogers Co. for $300,000, subject to overbid.

The Debtor's asset(s) consist of certain intellectual property
rights throughout the world, including but not necessarily limited
to copyrights, including registrations, applications for
registration, renewals and extensions thereof, characters,
translations,, trademarks, common law marks, associated goodwill,
books and records, generally described as derived from, based on,
related to or arising from the character "Buck Rogers", including
United States common law rights and United States trademark
application rights in the "Buck Rogers" mark; and certain tangible
goods, including but not limited to, specimens, exemplars, business
records and documents associated with or related to the use,
marketing, sale or licensing of the Intellectual Property Rights.

On Dec. 4, 2018, the Trustee filed an Amended Chapter 11 Plan
pursuant to which he proposed to transfer substantially all of the
assets of the Debtor to an entity owned by the Nowlan Family Trust
and Louise Geer in exchange for cash consideration payable to the
estate in the total amount of $500,000.  As part of the Plan, the
Trustee advised all parties that the offer from the Buyer would be
and is subject to any and all higher and better offers.   

In order to provide for a more formal process by which third
parties are given a full and fair opportunity to bid on the
Debtor's Assets and by which the Trustee can ensure that the value
of the Assets are maximized, the Trustee is proposing the instant
sale process pursuant to Section 363 of the Bankruptcy Code as an
alternative to the Plan.   

The Trustee is in the process of finalizing and executing an Asset
Purchase Agreement with the Buyer for the sale of the Debtor's
Assets for a purchase price of $300,000.  As stated in the APA, the
Buyer is a Pennsylvania limited liability company, whose sole and
managing member is Brian McDevitt.  Mr. McDevitt is the co-trustee,
with Dianne McDevitt, to the Nowlan Family Trust.  A good faith
deposit of $100,000 has been delivered to the Trustee and the
remaining balance of the Purchase Price will be payable in full at
Closing .

On Feb. 6, 2019, the Trustee filed a Motion to Convert Case to
Chapter 7.  The Trustee will proceed with the proposed Sale whether
this case remains in Chapter 11 or is converted to Chapter 7 as
requested.  At this time, for the reasons stated in the Motion to
Convert, he believes that the case should be converted, so that the
proposed Sale will proceed in a chapter 7, and that the currently
pending Plan and Disclosure Statement process will become moot.

Contemporaneously with the filing of the Sale Motion, the Trustee
will file a Bid Procedures Motion. which, if approved by the Court,
will govern the bidding procedures on the Sale of the Assets, as
set forth.

By the Sale Motion, the Trustee asks approval of the Sale of the
Assets to the Buyer, or any other Successful Bidder, at the sale
hearing under and pursuant to section 363(b) of the Bankruptcy
Code.  The Sale will be subject to and in accordance with the
Bidding Procedures set forth in the Bid Procedures Motion.

The Sale of the Assets will be a sale in "as is, where is"
condition, without representations or warranties of any kind
whatsoever, and the participation of any Qualified Bidder in the
Sale process will constitute an agreement and representation that
the Qualified Bidder has inspected the Assets and is purchasing the
Assets solely on the basis of such inspections, and not as a result
of any representation of any kind whatsoever by the Debtor or any
agents or representative thereof, except as otherwise set forth.

The Bidding Procedures provide for an open and fair auction of the
Assets which will further ensure the arms'-length and good faith
nature of the Sale by encouraging competitive bidding by Qualified
Bidders.

The Trustee anticipates that the Closing Date on the Assets will
occur no later than 30 days following the Court's entry of the Sale
Order.   Within 14 days of the closing, the Debtor will file a
Report of Sale.  He also asks the authority to assume and assign
any executory contracts and unexpired leases to the Successful
Bidder, if and as designated by the Qualified Bidders in connection
with Qualified Bids submitted in accordance with the Bidding
Procedures.  If the Successful Bidder designates any Assumed
Contracts, the Successful Bidder will be responsible for payment of
any final cure costs associated with assumption of such contract or
lease, which
payment(s) will be due and payable in full at Closing and will be
in addition to the Purchase Price.

The Trustee asks to waive the stay provided in Rules 6004(h) and
6006(d) of the Federal Rules of Bankruptcy Procedure, and asks the
authorization to close the sale of the Assets immediately upon
entry of the Sale Order.

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

      http://bankrupt.com/misc/Dille_Family_526_Sales.pdf

                     About Dille Family Trust

Dille Family Trust, which is involved in the licensing of
intellectual property associated with the fictional character "Buck
Rogers," filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-24771) on Nov. 28, 2017, and is represented by Donald R.
Calaiaro, Esq., at Calairao Valencik.

On July 25, 2018, the Court appointed Robert S. Bernstein as the
Chapter 11 Trustee for the Debtor.

On Dec. 4, 2018, the Trustee filed an Amended Chapter 11 Plan
pursuant to which the Trustee proposed to transfer substantially
all of the assets of the Debtor to an entity owned by the Nowlan
Family Trust and Louise Geer in exchange for cash consideration
payable to the estate in the total amount of $500,000.  In order to
provide for a more formal process by which third parties are given
a full and fair opportunity to bid on the Debtor's assets and by
which the Trustee can ensure that the value of the Assets are
maximized, the Trustee is proposing the instant sale process
pursuant to Sec. 363 of the Bankruptcy Code as an alternative to
the Plan.


EDEN HOME: Wants to Extend Exclusive Filing Period to March 21
--------------------------------------------------------------
Eden Home, Inc. asked the U.S. Bankruptcy Court for the Western
District of Texas to extend the period during which it has the
exclusive right to file a Chapter 11 plan through March 21, and to
solicit acceptances for the plan through April 22.

The company's current exclusive filing period expired on Feb. 28
while its exclusive solicitation period will terminate on the later
of (i) April 1, and (ii) the date on which the court schedules the
hearing on confirmation of the plan.  

The extension, if granted by the court, would allow Eden Home's key
constituents to reach agreements so the company could successfully
exit bankruptcy protection, according to its attorney, Mark
Andrews, Esq., at Dykema Cox Smith, in Dallas, Texas.

"This extension of the exclusive periods is a good-faith effort to
establish a viable Chapter 11 exit strategy that takes into account
the myriad of interests of the various constituencies involved in
the case, particularly the residents of the EdenHill Communities,"
Mr. Andrews said.

                  About Eden Home

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

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

Judge Craig A. Gargotta is the case judge.

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

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

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


FACTORY DIRECT LOGISTICS: Taps Golan Christie as Legal Counsel
--------------------------------------------------------------
Factory Direct Logistics, LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Golan Christie Taglia LLP as its legal counsel.

The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code, do the necessary legal work to get court approval
for its bankruptcy plan, and provide other legal services related
to its Chapter 11 case.

Golan's hourly rates are:

     Senior Partner     $550
     Partner            $390 - $490
     Associate          $285 - $360
     Paralegal          $150
     Legal Assistant    $125

Anthony D'Agostino, Esq., at Golan Christie, attests that his firm
is disinterested as defined in Section 101(13)(E) of the Bankruptcy
Code.

The firm can be reached at:

     Robert R. Benjamin, Esq.
     Beverly A. Berneman, Esq.
     Anthony J. D'Agostino, Esq.
     Golan Christie Taglia LLP
     70 W. Madison, Ste. 1500
     Chicago, IL 60602
     Phone: 312-263-2300
     Fax: 312-263-0939
     Email: rrbenjamin@gct.law
            baberneman@gct.law
            ajdagostino@gct.law

                     About Factory Direct Logistics LLC

Factory Direct Logistics, LLC, which conducts business under the
name FDL Fasteners, LLC, manufactures fasteners, special parts, and
trailer components.

Based in Schaumburg, Illinois, Factory Direct Logistics filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-05484) on March
1, 2019. At the time of the filing, the Debtor had estimated assets
of $1,000,001 to $10 million and liabilities of $1,000,001 to $10
million.  

The case has been assigned to Judge Lashonda A. Hunt.  Robert R.
Benjamin, Esq., Beverly A. Berneman, Esq., and Anthony J.
D'Agostino, Esq., at Golan Christie Taglia LLP, represent the
Debtor as bankruptcy attorneys.


FAYETTE MEMORIAL: Exclusive Plan Filing Period Extended Until May 8
-------------------------------------------------------------------
Judge Jeffrey Graham of the U.S. Bankruptcy Court for the Southern
District of Indiana extended the period during which Fayette
Memorial Hospital Association, Inc. has the exclusive right to file
a Chapter 11 plan of reorganization through May 8, and to solicit
acceptances for the plan through July 8.

            About Fayette Memorial Hospital Association

Founded in 1913, Fayette Memorial Hospital Association, Inc. --
https://www.fayetteregional.org/ -- is a multi-faceted health care
organization in Connersville, Indiana.  It offers ambulatory care,
cancer care, care pavilion, dermatology, diagnostic imaging,
emergency care, express care, facial and cosmetic procedures,
hospice care, laboratory services, pediatrics, physical therapy and
rehabilitation, among other services.  

Fayette Memorial Hospital Association sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
18-07762) on Oct. 10, 2018.  In the petition signed by CEO Randall
White, the Debtor estimated assets of $10 million to $50 million
and liabilities of $10 million to $50 million.  The case has been
assigned to Judge Jeffrey J. Graham.  The Debtor tapped Fultz
Maddox Dickens PLC as its legal counsel.  

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee tapped Fox Rothschild LLP as its
legal counsel.


FXI HOLDINGS: Moody's Puts B2 CFR under Review for Downgrade
------------------------------------------------------------
Moody's Investors Services placed the B2 Corporate Family Rating
(CFR), B2-PD Probability of Default rating and B2 senior secured
ratings of FXI Holdings, Inc. (FXI) under review for downgrade. The
SGL-2 speculative grade liquidity rating was withdrawn. These
actions follow the company's announcement yesterday that it has
entered into an agreement to acquire Comfort Holding, LLC
"(Innocor"--Caa1 stable) a leading producer of polyurethane foam
products, for $850 million. The company expects the transaction to
close during the second half of 2019, subject to regulatory
approvals.

Innocor is a leader in consumer-driven polyurethane foam solutions
for finished products in retail, ecommerce and direct-to-consumer
segments as well as OEM innovative foam technologies for the sleep,
furniture and RV segments. The company has 21 manufacturing and
distribution facilities. Revenue approximates $850 million.

Ratings placed under review for downgrade:

FXI Holdings, Inc.

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

Senior secured notes due 2024 at B2 (LGD4);

Rating withdrawn

Speculative Grade Liquidity Rating at SGL-2

Outlook:

Changed to rating under review, from stable

RATING RATIONALE

Moody's rating review will focus on FXI's operating strategy for
the combined company, and will assess the company's plan to enhance
its combined manufacturing and R&D capabilities. It will also focus
on the company's plan to reduce leverage following the acquisition.
Moody's will also assess possible cost synergies and FXI's plan to
improve Innocor's operating performance.

"We expect that pro forma leverage will be above 5.5 times debt to
EBITDA, excluding synergies," commented Kevin Cassidy, a Moody's
Senior Credit Officer.

Moody's has decided to withdraw the rating for its own business
reasons.

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

Headquartered in Media, Pennsylvania, FXI manufactures flexible and
rigid foam products for commercial use in the transportation,
bedding, furniture, medical and technology industries. The company
is principally owned by private equity firm One Rock Capital
Partners. Revenue approximates $900 million.



GARY ENGLISH: Duke Energy Buying Easement Property for $250K
------------------------------------------------------------
Gary Michael English asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of the contiguous
property consisting of approximately 16.93 acres located in Orange
and Lake Counties, Florida to Duke Energy Florida, LLC, doing
business as Duke Energy, for $250,000.

The Debtor and his non-debtor spouse is Dana D. English own the
Easement Property more specifically described as:

     a. Approximately 12.42 acres of real property, including the
homestead of Debtor and Dana, located at 7 Orange Avenue, Winter
Garden, Orange County, FL, Parcel Identification No.
30-22-27-2392-00-010;

     b. Approximately 3.67 acres of vacant land, located at 17812
West Colonial Drive, Winter Garden, Orange County, FL, Parcel
Identification No. 30-22-27-4180-00-030; and

     c. Approximately 0.301 acres of vacant real property located
in Lake County, FL, Parcel Identification No.
25-22-26-000100000700.

Bankers Lending Company, LLC, as Trustee of the SJBL Lending Trust,
asserts a claim in the approximate amount of $2.1 million, secured
by the Easement Property.

The Debtor and Dana have entered into a contract to sell a utility
easement to Duke.  As more fully set forth in the Contract: (a) the
purchase price for the Easement is $250,000; and (b) the Easement
will traverse the Easement Property.  Duke operates an electric
utility business and is not an insider or affiliate of the Sellers.


The Sellers contend the Contract is the best offer for the
Easement. Benefits of a sale under the Contract include: (a) the
Sellers retain ownership of the Easement Property; and (b) proceeds
of sale will be available to satisfy liens against the Easement
Property.

Given the requirements of the Contract, and the benefits to the
estate of a prompt sale, the Debtor asks that the Court waives the
14-day stay period.

Finally, the Debtor asks the Court to find that the sale is not
subject to any law imposing a stamp tax or similar tax.

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

         http://bankrupt.com/misc/Gary_English_150_Sales.pdf

The Purchaser is represented by:

         Bruce C. Crawford, Esq.
         CRAWFORD & OWEN, P.A.
         10901 Danka Circle, Suite C
         Saint Petersburg, FL 33716

Gary Michael English, an individual, along with his wife Dana D.
English, owns 16.93 acres of property located in Orange and Lake
Counties, Florida.  Gary English sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 18-00142) on Jan. 9, 2018.  The Debtor
tapped David R. McFarlin, Esq., at Fisher Rushmer, PA, as counsel.


GULF COAST MEDICAL: Solicitation Period Extended Until April 28
---------------------------------------------------------------
Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle
District of Florida granted the request of Gulf Coast Medical Park,
LLC to extend the period during which it has the exclusive right to
solicit acceptances for its Chapter 11 plan of reorganization
through April 28.

The deadline for the company to file a plan and disclosure
statement expired on Feb. 27.

                  About Gulf Coast Medical Park

Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March
28, 2018.  In the petition signed by Magnus Karlstedt, managing
member, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.  The Hon. Caryl E.
Delano is the case judge.  Michael R. Dal Lago, Esq., at Dal Lago
Law, serves as bankruptcy counsel to the Debtor.  Holmes Fraser,
P.A., is the special litigation counsel; and Webb, Lorah &
McMillan, PLLC, CPAs, is the accountant.  No official committee of
unsecured creditors has been appointed in the Chapter 11 case.


HEAVENLY COUTURE: 230 East Buying Assumed Leases for $800K
----------------------------------------------------------
Heavenly Couture, Inc., asks the U.S. Bankruptcy Court for the
Central District of California, to authorize (i) the sale of the
leases assumed by the Debtor to 230 East 7th Street Associates for
not less than $800,000, subject to overbid; and (ii) assignment of
the Estate's interest in all of its assumed leases to the Buyer.

The Debtor owns and operates a series of retail clothing stores.
By 2016, the Debtor had grown into more than 30 retail locations,
located in California, Texas, and Florida.  Over the six months
prior to the filing of the Chapter 11 Petition, store sales dropped
dramatically.

At this point in the case, the Debtor has assumed various leases,
rejected other leases, and has consolidated its operation into only
those locations that are profitable.  The leases assumed by the
Debtor are identified in the Motion for Order Authorizing
Assumption Certain Unexpired Leases, and the companion Court Order
approving same.  The Assumed Leases are identified within Exhibit
B.

It also holds various items of property, both tangible and
intangible (e.g., internet presence, deposits, and accounts
receivable), and through the Motion, the Debtor is proposing the
sale of all of the property, rights, and assets of the Estate
(including any interest it holds in the Assumed Leases) identified
in the Asset Purchase Agreement to the Buyer, subject to
overbidding in exchange for payment of not less than $800,000 from
the Buyer.  The sale will be effective on the Closing Date as
described within the APA.  

The Debtor asks to assign all of its rights, title, and interest to
all of the Assumed Leases to a bona fide buyer, subject to
overbidding, through an arms'-length transaction.  The sale
involves the Debtor receiving an infusion of capital of not less
than $800,000 upon approval by the Court of the sale, and would
further relieve the estate of the expenses related to operating its
retail operations.  The sale of the Property will be free and clear
of any other liens, if any (none are known), including any tax
liens which may be subordinated and paid as priority claims.

The Chapter 11 Estate has secured the services of Conway Mackenzie,
Inc., as Financial Analysts for the estate.  Conway has reviewed
the proposed transaction, and agree that it is in the best
interests of the estate and its creditors, subject to overbidding.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Feb. 15, 2019

     b. Initial Bid: Total consideration (including cash
($850,000), assumption of liabilities, and any other form) of at
least $875,000.

     c. Deposit: $30,000

     d. Auction: If the Debtor proceeds with an auction, it will be
conducted on Feb. 25, 2019 at such date and time and according to
such rules and procedures as the Debtor determines in consultation
with the Committee.

     e. If no Overbid is received, or if no Overbid is determined
to be a Qualified Overbid, then the Debtor will file a notice on
Feb. 18, 2019 advising that the Debtor will ask approval for the
sale to the Stalking Horse Bidder at the Sale Hearing noticed for
Feb. 27, 2019.

The Debtor is informed and believes that the property is not
currently encumbered by any obligations.  There are no real estate
agents being paid a commission in regards to the selling of the
property and assignment.  Additionally, there are no anticipated
"costs" such as escrow fees anticipated regarding this transaction,
but the Debtor seeks authorization to incur up to $5,000 of
expenses should such expenses arise.  Under the terms of the sale,
the sale and assignment is projected to yield no less than $795,000
in net proceeds for the estate (taking into account the potential,
but unanticipated, $5,000 of closing expenses).

The Debtor currently has a great need for capital to preserve the
assets of the Chapter 11 Estate (including the Assumed Leases
themselves), and the transaction contemplated will provide said
capital to the estate.  After expending the sales proceeds
necessary to preserve the assets of the Chapter 11 Estate
(including paying lease arrears as appropriate), the Debtor intends
to use the other funds to pay the administrative expenses, priority
claims, tax obligations, remaining post-petition expenses (if any),
and fund a Chapter 11 plan that will pay the unsecured creditors in
the case as much as possible.   

The Debtor asks the Court to authorize its counsel to hold $400,000
of the sale proceeds in its IOLTA Trust Account on behalf of the
Chapter 11 Estate, with the provision that said funds will only be
disbursed pursuant to court orders to pay administrative, priority,
and tax obligations of the Chapter 11 Estate, with any overage held
in the IOLTA Trust Account after payment of these obligations being
provided to the Debtor for deposit into its DIP bank account along
with the other sales proceeds.

It asks authority to deposit all funds from the sale that are not
otherwise held by the Debtor's counsel in its IOLTA Trust Account
on behalf of the Chapter 11 Estate into the Debtor's DIP bank
account, and authorizing the Debtor to use such funds only in
accordance with the provisions of the Title 11 of the United States
Code.

Because of the need for operating capital on behalf of the debtor
and the estate, the Debtor asks the Court to waive the 14-day stay
under Federal Rules of Bankruptcy Procedure 6004(h).

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

    http://bankrupt.com/misc/Heavenly_Couture_183_Sales.pdf

A hearing on the Motion is set for Feb. 27, 2019 at 10:00 a.m.

The Purchaser:

        230 EAST 7TH STREET ASSOCIATES
        45 NW 21st Street
        Miami, FL 33127

                     About Heavenly Couture

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

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

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


HIGHLAND SALONS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Highland Salons, LP as of March 5, according
to a court docket.
   
                     About Highland Salons LP

Highland Salons, LP is a full-service salon specializing in hair,
nails, massage and esthetics.  It also offers a menu of
personalized skin therapies, body treatments, massage, anti-aging
facials and customized packages.

Highland Salons sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-30540) on February
1, 2019.  At the time of the filing, the Debtor disclosed
$3,553,410 in assets and $1,019,255 in liabilities.  

The case has been assigned to Judge David R. Jones.  The Debtor
tapped Law Office of Peter Johnson as its legal counsel.


HORIZON PHARMA: S&P Places All Ratings on Watch Positive
--------------------------------------------------------
S&P Global Ratings on March 6 placed all of its ratings on Horizon
Pharma PLC on CreditWatch with positive implications.

The rating action follows Horizon's announcement of an equity
offering of $300 million with an underwriter's option to upsize the
offering by another $45 million. The company intends to use the
proceeds, along with cash on hand, to repay about $550 million of
debt, including portions of its term loans due 2024 and 6.625%
senior notes due 2023.

S&P believes this will materially reduce Horizon Pharma's debt and
could lead its long-term leverage to average in the 4x-5x range,
which compares with its previous expectation of more than 5x.

"The CreditWatch placement reflects our view that Horizon's
adjusted leverage will be lower than expected (in the 4x-5x range
compared with our prior expectation of 5x-6x) based on its
intention to repay its debt with the proceeds from a common equity
issuance and cash on hand. In addition, we believe the company's
leverage could remain in this lower range going forward," S&P said.
"We also believe that this transaction is likely indicative of a
more conservative financial policy, with less reliance on
debt-funded mergers and acquisitions (M&A) for growth, given the
company's recent success with its current portfolio of products."
S&P said it will wait to resolve the CreditWatch placement until
Horizon's debt is successfully repaid/redeemed.

S&P said its expectation for lower leverage is also supported by
the strong uptake of Krystexxa, a treatment for chronic gout, and
the favorable clinical data for teprotumumab, Horizon's
development-stage treatment for Thyroid Eye Disease, which will
support its future growth and cash flow generation.

"We expect to resolve the CreditWatch placement, and will likely
raise our long-term issuer credit rating on the company to 'B+',
when Horizon Pharma's debt has successfully been repaid and/or
redeemed and we have received greater visibility into its long-term
strategy and financial policy," S&P said.

"We expect to resolve the CreditWatch positive placement once the
company successfully repays/redeems the expected $550 million of
debt. At that time, we also expect to have more information on the
company's longer-term strategy and financial policy. We expect this
to occur in the next 90 days," S&P said.


HOVNANIAN ENTERPRISES: Reports $17.5M Net Loss for Q1 Fiscal 2019
-----------------------------------------------------------------
Hovnanian Enterprises, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $17.45 million on $380.59 million of total revenues for
the three months ended Jan. 31, 2019, compared to a net loss of
$30.80 million on $417.16 million of total revenues for the year
ended Jan. 31, 2018.

As of Jan. 31, 2019, Hovnanian had $1.62 billion in total assets,
$2.09 billion in total liabilities, and a total stokcholders'
deficit of $470.36 million.

"Our first quarter results were in line with our expectations.
During the quarter, when compared to the prior year, we increased
our consolidated land position, grew our earnings from
unconsolidated joint ventures and improved our pretax results,"
stated Ara K. Hovnanian, chairman of the Board, president and chief
executive officer.  "After our weak November net contracts, we are
pleased that contracts per community for December, January and
February have rebounded to levels similar to last year's strong
results.  In fact, for February, contracts per community, community
count and absolute net contracts increased compared with the prior
year."

"We continue to move forward towards our goal of growing our
community count and revenues, which ultimately should lead to
substantially improved levels of profitability.  During the first
quarter, we increased our consolidated community count 11% compared
to October 31, 2018 and grew our consolidated land position by 11%
year over year as well.  Our growth in land position this quarter
was entirely driven by an increase in our option lot position,
while our owned land position declined slightly.  In keeping with
our strategy of high inventory turns and risk mitigation, we now
control 58% of our land via options. We remain disciplined in our
approach to underwriting new land opportunities and believe that
the strong U.S. economy, along with positive demographic trends,
should bode well for the housing market going forward," concluded
Mr. Hovnanian.

Results for the Three-Month Period Ended Jan. 31, 2019:

   * While total revenues decreased $36.6 million, homebuilding
     revenues for unconsolidated joint ventures increased $37.2
     million to $95.8 million for the first quarter ended
     Jan. 31, 2019, compared with $58.6 million in last year's
     first quarter.

   * Homebuilding gross margin percentage, after cost of sales
     interest expense and land charges, was 14.8% for both the
     first quarter of fiscal 2019 and the prior year's first
     quarter.

   * Homebuilding gross margin percentage, before cost of sales
     interest expense and land charges was 17.8% for the first
     quarter of fiscal 2019 compared with 17.9% in the same
     quarter one year ago.

   * For the first quarter of 2019, total SG&A decreased by $2.0
     million, or 3.2%, year over year. Total SG&A was $60.4
     million, or 15.9% of total revenues, in the first quarter of
     fiscal 2019 compared with $62.4 million, or 14.9% of total
     revenues, in the first quarter of fiscal 2018.

   * Total interest expense was $32.5 million in the first quarter

     of fiscal 2019 compared with $41.4 million in the first
     quarter of fiscal 2018.

   * Interest incurred (some of which was expensed and some of
     which was capitalized) was $38.9 million for the first
     quarter of fiscal 2019 compared with $41.2 million in the
     same quarter one year ago.

   * Income from unconsolidated joint ventures was $9.6 million
     for the quarter ended Jan. 31, 2019 compared with a loss
     of $5.2 million in the first quarter of the previous year.

   * Loss before income taxes for the quarter ended Jan. 31,
     2019 was $17.1 million compared with $30.5 million during the

     first quarter of fiscal 2018.

   * Loss before income taxes excluding land-related charges and
     joint venture write-downs was $16.4 million during the first
     quarter of fiscal 2019 compared with a loss before these
     items of $29.4 million in the first quarter of fiscal 2018.

   * Contracts per community, including unconsolidated joint
     ventures, decreased 7.9% to 7.0 contracts per community for
     the quarter ended Jan. 31, 2019 compared with 7.6 contracts
     per community, including unconsolidated joint ventures, in
     last year's first quarter.  Consolidated contracts per
     community decreased 6.8% to 6.8 contracts per community for
     the first quarter of fiscal 2019 compared with 7.3 contracts
     per community in the first quarter of fiscal 2018.

   * As of the end of the first quarter of fiscal 2019, community
     count, including unconsolidated joint ventures, was 153
     communities.  This was a 7.7% sequential increase compared
     with 142 communities at Oct. 31, 2018 and a 7.3% year-over-
     year decrease from 165 communities at Jan. 31, 2018.  The
     consolidated community count was 137 as of Jan. 31, 2019.
     This was an 11.4% sequential increase compared with 123
     communities at Oct. 31, 2018 and a 2.1% year-over-year
     decrease from 140 communities at the end of the prior year's
     first quarter.

   * The number of contracts, including unconsolidated joint
     ventures, for the first quarter ended Jan. 31, 2019,
     decreased 14.6% to 1,068 homes from 1,250 homes for the same
     quarter last year.  The number of consolidated contracts
     decreased 9.1% to 934 homes, during the first quarter of
     fiscal 2019, compared with 1,027 homes during the first
     quarter of fiscal 2018.

   * For February 2019, contracts per community, including
     unconsolidated joint ventures, was 3.4 compared with 3.3 for
     the same month one year ago.  During February 2019, the
     number of contracts, including unconsolidated joint ventures,
     increased to 533 homes from 528 homes in February 2018.  As
     of Feb. 28, 2019, community count, including unconsolidated
     joint ventures, was 159 communities compared with 158
     communities as of Feb. 28, 2018.

   * The dollar value of contract backlog, including
     unconsolidated joint ventures, as of Jan. 31, 2019, was
     $972.0 million, a decrease of 16.8% compared with $1.17
     billion as of Jan. 31, 2018.  The dollar value of
     consolidated contract backlog, as of Jan. 31, 2019, decreased

     7.9% to $749.8 million compared with $814.4 million as of
     Jan. 31, 2018.

   * For the quarter ended Jan. 31, 2019, deliveries, including
     unconsolidated joint ventures, decreased 1.9% to 1,119 homes
     compared with 1,141 homes during the first quarter of fiscal
     2018.  Consolidated deliveries were 967 homes for the first
     quarter of fiscal 2019, a 5.7% decrease compared with 1,025
     homes during the same quarter a year ago.

   * The contract cancellation rate, including unconsolidated
     joint ventures, was 23% in the first quarter of fiscal 2019
     compared with 20% in the first quarter of fiscal 2018.  The
     consolidated contract cancellation rate was 24% for the three
     months ended Jan. 31, 2019 compared with 18% for the same
     quarter in fiscal 2018.

Liquidity and Inventory as of Jan. 31, 2019:

   * Total liquidity at the end of the of the first quarter of
     fiscal 2019 was $215.0 million, well within the Company's
     target range.

   * In the first quarter of fiscal 2019, approximately 2,500 lots

     were put under option or acquired in 26 communities,
     including unconsolidated joint ventures.

   * As of Jan. 31, 2019, consolidated lots controlled increased
     by 11.3% to 30,262 year over year from 27,183 lots at
     Jan. 31, 2018.  The consolidated lots under option at the end

     of the first quarter of fiscal 2019 were 17,416 lots compared

     with 14,260 optioned lots at the end of last year's first
     quarter.  As of Jan. 31, 2019, the Company owned 12,846 lots
     compared with 12,923 owned lots at the end of the first     
     quarter of fiscal 2018.

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

                       https://is.gd/T6uskr

                    About Hovnanian Enterprises

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian
and headquartered in Matawan, New Jersey, designs, constructs,
markets, and sells single-family detached homes, attached townhomes
and condominiums, urban infill, and active lifestyle homes in
planned residential developments.  The Company is a homebuilder
with operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina,
Texas, Virginia, Washington, D.C. and West Virginia.  The Company's
homes are marketed and sold under the trade names K. Hovnanian
Homes, Brighton Homes.

Hovnanian Enterprises reported net income of $4.52 million for the
year ended Oct. 31, 2018, compared to a net loss of $332.19 million
for the year ended Oct. 31, 2017.  As of Oct. 31, 2018, the Company
had $1.66 billion in total assets, $2.11 billion in total
liabilities, and a total stockholders' deficit of $453.50 million.

                          *     *     *

In August 2018, Moody's Investors Service affirmed Hovnanian
Enterprises, Inc.'s ratings, including its Caa1 Corporate Family
Rating.  Moody's said the rating action reflects Moody's view that
the controversy surrounding the company's financing with interest
payment restrictions and related derivatives market considerations
appears to have been resolved and risks of potential near-term
default events have somewhat subsided.

As reported by the TCR on July 11, 2018, S&P Global Ratings raised
its corporate credit rating on Red Bank, N.J.-based Hovnanian
Enterprises to 'CCC+' from 'CC'.  The rating outlook is negative.
S&P said "The upgrade of Hovnanian reflects the conclusion of the
proposed exchange offering for any and all of its $440 million 10%
senior secured notes and $400 million 10.5% senior secured notes."

In January 2019, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, Inc., including the company's Issuer Default Rating,
at 'CCC'.  Fitch said HOV's rating is influenced by the company's
execution of its business model, land policies, and geographic,
price point and product line diversity.


ILD CORP: Liquidating Agent Selling Stratus Assets to Digi for $15K
-------------------------------------------------------------------
Mark Healey, the Liquidating Agent for ILD Corp. and affiliates,
asks the U.S. Bankruptcy Court for the Middle District of Florida
to authorize the sale of the Stratus Contact Solutions Trademark
(US TM REG 4479825) along with the Stratus Customer List to Digi
Solucoes de Communicacao Ltda. for $15,000, free and clear of all
liens, claims, and encumbrances, subject to overbid.

Included in the Liquidating Estate's assets are the Stratus Assets
which are related to the Debtors' Stratus call center business that
ceased operations prior to the Petition Date.  The Liquidating
Agent has received an offer to purchase the Stratus Assets from the
Buyer for $15,000 and has determined that such offer is fair and
reasonable under the circumstances.  He has not received any other
offers for the Stratus Assets.  Notwithstanding the lack of any
other offers on the Stratus Assets, the ultimate sale to the Buyer
is subject to any higher and better offers.

Sound business reasons certainly exist for the requested sale of
the Stratus Assets.  The Liquidating Agent is responsible for
liquidating the Liquidating Estate's assets including the Stratus
Assets and the Liquidating Estate has a need for cash in order to
make distributions required under the Plan.  As of the date of the
Motion, he has only received the Buyer's offer for the Stratus
Assets.  In the event another potential purchaser comes forward and
makes a legitimate offer deemed to be higher and better than the
existing offer, the Liquidating Agent will conduct an auction for
the Stratus Assets.

The Liquidating Agent is unaware of any liens on the Stratus
Assets.

                         About ILD Corp.

Founded in 1996, ILD Corp., formerly ILD Telecommunications, Inc.
-- http://www.ildteleservices.com-- is a payment processor for
online transactions between merchants and consumers of digital
goods and communications services.  Through contractual
relationships with telecommunications companies, including AT&T and
Verizon, ILD enables approved merchants the ability to offer their
customers the option of billing products and services directly to a
home or business phone bill, providing a safer payment method for
consumers and expanding the potential customer base for
businesses.

Headquartered in Ponte Vedra, Florida, ILD has agreements with
virtually all local phone companies in North America, reaching in
excess of 150 million consumers and businesses across the
continent.  ILD's customers include more than 200 service providers
including EarthLink, LiveDeal, Eversites, Juno, NetZero, People PC
and Privacy Guard.

ILD Corp. and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 17-03506) on Sept. 29,
2017.  In the petitions signed by Edward H. Brooks, executive
vice-president and CFO of ILD Corp. estimated its assets at between
$1 million and $10 million and its liabilities at between $10
million and $50 million.

Judge Paul M. Glenn oversees the case.

Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the
Debtors' bankruptcy counsel.

On July 5, 2018, the Court confirmed the Debtors' Modified Amended
Plan of Reorganization.

In accordance with the Plan and Confirmation Order, all of the
Debtors' non-billing company assets were consolidated in the
Liquidating Estate and the Liquidating Agent, Mark Healey, was
appointed to oversee liquidation over those assets.


IMERYS TALC AMERICA: U.S. Trustee Forms Tort Claimants Committee
----------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on March 5 appointed
11 claimants to serve on the official committee of tort claimants
in the Chapter 11 cases of Imerys Talc America, Inc. and its
affiliates.

The committee members are:

     (1) Robin Alander
         c/o W. Mark Lanier, Esq.
         c/o Maura Kolb, Esq.
         10940 West Sam Houston Pkwy N, Suite 100
         Houston, TX 77064
         Phone: 713-659-5200
         Fax: 713659-2204
         Email: ml@lanierlawfirm.com;         
         Email: Maura.kolb@lanierlawfirm.com.   

     (2) Donna M. Arvelo
         c/o Audrey Raphael, Esq.
         Levy Konigsberg LLP
         800 Third Ave., 11th Floor
         NY, NY 10022
         Phone: 212-605-6206
         Fax: 212-605-6290
         Email: ARaphael@LevyLaw.com.

     (3) Christine Birch
         c/o Wendy M. Julian, Esq.
         Gori Julian & Assocs, P.C.
         156 N. Main Street
         Edwardsville, IL 62025
         Phone: 618-659-9833
         Fax: 618-659-9834
         Email: randy@gorijulianlaw.com.

     (4) Bessie Dorsey-Davis
         c/o Amanda Klevorn, Esq.
         Burns Charest LLP
         365 Canal Street, Suite 1170
         New Orleans, LA 70130
         Phone: 504-799-2845
         Fax: 504-8811765
         Email: aklevorn@burnscharest.com.

     (5) Lloyd Fadem
         (as representative of the estate of Margaret Ferrell)
         c/o Steve Baron, Esq.
         Baron & Budd, P.C.
         3102 Oak Lawn Ave., Suite 1100
         Dallas, TX 75219
         Phone: 214-521-3605
         Fax: 214-520-1181
         Email: sbaron@baronbudd.com.

     (6) Timothy R. Faltus
         (as representative of the estate of Shari C. Faltus)
         c/o James G. Onder, Esq.
         OnderLaw, LLC
         110 E. Lockwood, 2d Floor
         St. Louis, MO 63119
         Phone: 314-963-9000
         Fax: 314-963-1700
         Email: Onder@onderlaw.com.

     (7) Deborah Giannecchini
         c/o Ted G. Meadows, Esq.
         Beasley, Allen, Crow, Methvin, Portis & Miles, P.C.
         P.O. Box 4160
         Montgomery, AL 36103
         Phone: 334-2692342
         Fax: 334-954-7555
         Email: Ted.Meadows@beasleyallen.com.

     (8) Kayla Martinez
         c/o Leah Kagan, Esq.
         Simon Greenstone Panatier, P.C.
         1201 Elm Street, Suite 3400
         Dallas, Texas 75270
         Phone: 214-276-7680
         Fax: 214-276-7699
         Email: lkagan@sgptrial.com

     (9) Lynne Martz
         c/o Ashcraft & Gerel, LLP
         1825 K Street, NW, Suite 700
         Washington, D.C. 20006
         Phone: 202-783-6400
         Fax: 202-416-6392
         Email: mparfitt@ashcraftlaw.com.

    (10) Nicole Matteo
         c/o Christopher Placitella, Esq.
         127 Maple Ave.
         Red Bank, NJ 07701
         Phone: 732-747-9003
         Fax: 732-747-9004
         Email: cplacitella@cprlaw.com  

    (11) Charvette Monroe
         (as representative of the estate of Margie Evans)
         c/o John R. Bevis, Esq.
         31 Atlanta Street
         Marietta, GA 30060
         Phone: 770-227-6755
         Fax: 770227-6373
         Email: bevis@barneslawgroup.com

                    About Imerys Talc America

Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals.  Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.

Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.

The Debtors estimated $100 million to $500 million in assets and
$50 million to $100 million in liabilities as of the bankruptcy
filing.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.


IMM ON H: Seeks More Time to File Reorganization Plan
-----------------------------------------------------
Imm on H LLC asked the U.S. Bankruptcy Court for the District of
Columbia to extend by 300 days the period during which it has the
exclusive right to file its plan for emerging from Chapter 11
protection.

Under U.S. bankruptcy law, a debtor in a small business case has a
period of 180 days from the date of the order of relief to file a
plan of reorganization.  Imm on H's current exclusive filing period
will terminate on April 13.

The company is currently working on increasing its revenue in order
to fund a bankruptcy plan by increasing menu prices and the sale of
alcoholic beverages.  Imm on H is also examining how it can cut its
costs, according to court filings.

                       About Imm on "H" LLC

Imm on "H" LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. D.C. Case No. 18-00674) on October 15, 2018.  At
the time of the filing, the Debtor disclosed that it had estimated
assets of less than $100,000 and liabilities of less than $1
million.  The Petition was signed by Risa Sung, manager. Judge S.
Martin Teel, Jr. presides over the case.  The Debtor tapped Richard
Link, Esq., as its bankruptcy attorney.


INNOVAK INT'L: Sole Shareholder Buying Cadillac ATS for $10K
------------------------------------------------------------
Innovak International, Inc., filed with the U.S. Bankruptcy Court
for the District of South Carolina a notice of its proposed sale of
its white 2014 Cadillac ATS, VIN 1G6AE5S31EO109443 to Robert J.
Remington for $10,000, subject to higher and better offers.

Objections, if any, must be filed within 21 days of service of the
Notice.

The vehicle has a 4S body type and an odometer reading of 69,054
miles.  Per Disclosure Statement, the vehicle is valued at
$10,000.

The Buyer, 305 Dunbarton Court, Spartanburg, South Carolina, is the
sole shareholder of the Debtor.  The purchase price is inclusive
with all sales tax, paid by check.  The vehicle will be delivered
to the Buyer on the following date: March 22, 2019, or on the date
that the Vehicle Sale Agreement is approved by the Court.

The Debtor is informed and believes that it would be in the best
interest of the estate to sell said property by private sale.  It
also believes that the funds to be recovered for the estate from
the sale of said property justify its sale and the filing of the
Motion.

The Court may consider additional offers at any hearing held on the
Notice and application for sale. The Court may order at any hearing
that the property be sold to another party on equivalent or more
favorable terms.

The Debtor asks the Court that the automatic 14-day stay not apply
to its final order.

                 About Innovak International

Innovak International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00768) on Feb. 16,
2018.  In the petition signed by Robert Remington, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $100,000. Judge Helen E. Burris oversees the case.  POHL,
PA, is the Debtor's counsel.


INNOVAK INTERNATIONAL: David Watson Buying Assets for $5K
---------------------------------------------------------
Innovak International, Inc. filed with the U.S. Bankruptcy Court
for the District of South Carolina a notice of its proposed private
sale of assets to David Watson for $5,000, subject to higher and
better offers.

A hearing on the Motion is set for March 15, 2019, at 10:30 a.m.
Objections, if any, must be filed within 21 days of service of the
Notice.

The Assets are comprised of the following:

               Asset            Appraisal Value
               -----            ---------------
       Accounts Receivables           $80
            Inventory                $500
        Customer Contracts         $1,000
         2004 Ford F150            $3,000
     (VIN: 1FTPW12596FA27165)
         Mileage: 258,697
           Customer List             $100
              Website                $100
         Telephone number             $20
             Goodwill                $100
            Trademark                $100

The Buyer is can be reached at 6 Lizmore Court Inman, South
Carolina.   Contemporaneously with the signing and delivery of the
Agreement, the Purchaser will deliver to the Debtor the sum of $500
as earnest money deposit.  The sale will be free and clear of all
liens and encumbrances.

On and after the Closing Date, the Purchaser will assume and agrees
to pay and perform on any and all liabilities incurred by the
Business before and after the Closing Date that the Purchaser has
assumed.  All other liabilities and obligations will be discharged
or promptly paid by Seller as set forth in the Plan of
Reorganization approved by the Bankruptcy Court on Jan. 30, 2019,
Case No. 18-00768-hb.

The Debtor is informed and believes that it would be in the best
interest of the estate to sell said property by private sale.   It
also believes that the funds to be recovered for the estate from
the sale of said property justify its sale and the filing of the
Motion.

The Court may consider additional offers at any hearing held on the
Notice and application for sale. The Court may order at any hearing
that the property be sold to another party on equivalent or more
favorable terms.

The Debtor asks the Court that the automatic 14-day stay not apply
to its final order.

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

     http://bankrupt.com/misc/Innovak_International_73_Sales.pdf

                 About Innovak International

Innovak International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00768) on Feb. 16,
2018.  In the petition signed by Robert Remington, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $100,000.  Judge Helen E. Burris oversees the case.
POHL, PA, is the Debtor's counsel.


INVESTQUEST PARTNERS: Bid to Extend Exclusive Period Denied as Moot
-------------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida denied as moot the motion filed by Investquest
Partners Holdings, Inc. to extend the period during which it has
the exclusive right to file a Chapter 11 plan and solicit
acceptances from creditors.

                   About Investquest Partners

Investquest Partners Holdings, Inc., is a privately held investment
firm. Investquest Partners filed as a Domestic for Profit
Corporation in the State of Florida on March 11, 2016.

Investquest Partners filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21890) on
Sept. 27, 2018.  In the petition signed by Jose E. Parrilla,
president, the Debtor estimated $50,000 in assets and $1 million to
$10 million in liabilities.  Judge Jay A. Cristol presides over the
case.  Richard R. Robles, Esq., at the Law Offices of Richard R.
Robles, P.A., serves as counsel to the Debtor.


IOTA COMMUNICATIONS: Unveils Formation of Iota Spectrum Partners
----------------------------------------------------------------
Iota Communications, Inc., has formed Iota Spectrum Partners, LLP,
an Arizona Limited Partnership, to consolidate exclusive FCC Radio
Spectrum Authorizations owned and leased by Iota Networks, LLC, a
wholly-owned subsidiary of Iota.

Additionally, the Company announced the formation of a wholly-owned
subsidiary –Iota Spectrum Holdings, LLC.  Iota Holdings will act
as general partner of Iota Partners and will acquire General
Partnership Units in exchange for exclusive FCC Radio Spectrum
Authorizations contributed by Iota Networks.

Iota is building and operating a nationwide wireless network system
dedicated to the rapidly emerging Internet of Things industry.  The
Company employs exclusive, FCC-licensed 800 MHz radio spectrum,
which is valuable for commercial applications given its long range,
ability to penetrate barriers, low power consumption, and inherent
reliability and security.  In addition, Iota is developing a robust
platform for connectivity that interfaces seamlessly with many
types of commercial IoT applications, including its own Smart
Building applications.

Barclay Knapp, Iota's Chairman & CEO commented, "Iota is the only
wireless carrier network dedicated exclusively to IoT connectivity
that operates with FCC licensed radio spectrum - a significant
competitive advantage for us.  Our new Iota Spectrum Partners
Limited Partnership is intended to bring together our rapidly
expanding portfolio of company-owned and leased 800 MHz FCC License
Authorizations into a single consolidated entity, which will
enhance the ongoing transparency of this valuable asset. Going
forward, Iota Partners will be our strategic vehicle for all future
FCC licensed spectrum acquisitions and initiatives."

                     About Iota Communications

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

Solbright reported a net loss of $15.80 million for the year ended
May 31, 2018, compared to a net loss of $3.34 million for the year
ended May 31, 2017.  As of Aug. 31, 2018, Solbright had $15.03
million in total assets, $6.38 million in total current
liabilities, and $8.64 million in total stockholders' equity.

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


ITALO-AMERICAN CITIZENS: Delays Plan Filing to Resolve Tax Debt
---------------------------------------------------------------
Italo-American Citizens Club asked the U.S. Bankruptcy Court for
the Western District of Pennsylvania to extend by 30 days the
period during which it has the exclusive right to file a Chapter 11
plan of reorganization.

The extension, if granted by the court, would give the company more
time to negotiate with taxing authorities to resolve its
outstanding debt.  Italo-American Citizens claims the results of
the negotiations will control the formulation of its bankruptcy
plan.

Italo-American Citizens is a private club in Turtle Creek,
Pennsylvania. Its obligations consist mostly of secured tax debts
leveraged against real estate.

                 About Italo-American Citizens Club

Italo-American Citizens Club, a private club located at 1130 Rodi
Road, Turtle Creek, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 18-24283) on Nov. 1, 2018,
estimating under $500,000 in assets and under $100,000 in
liabilities. The petition was signed by Joseph M. Henry, financial
advisor.  Thompson Law Group, P.C., led by principal Brian C.
Thompson, serves as the Debtor's legal counsel.

No official committee of unsecured creditors has been appointed in
the Debtor's bankruptcy case.


JAMES CANDY: Shiver's Salt Buying Surplus Trade Fixtures for $15K
-----------------------------------------------------------------
James Candy Co. asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the private sale of surplus trade fixtures,
consisting of four bulk candy displays, two fudge sale display
cases, two safes, and miscellaneous tables and wire displays, to
Shriver's Salt Water Taffy & Fudge, Inc. for $15,000.

The sale will be free and clear of liens, with the lien of
OceanFirst Bank to attach to the proceeds of sale and the proceeds
to be evenly divided between OceanFirst Bank and the Debtor
consistent with the terms of those parties' agreement.

Frank Glaser, the President of the Debtor certifies that as part of
its business restructuring moving towards reorganization, the
Debtor has reevaluated the profitability of its operation in
various leased locations, including its two former Wildwood
locations.  The Debtor will no longer operate its Wildwood stores,
but one of those locations currently houses certain pieces of
equipment and trade fixtures that have become surplus and not
necessary for its effective reorganization.

To save it the expense of moving these items, the Debtor has
negotiated a private sale of the items identified to Shriver's, a
corporation owned and operated by Glaser's niece.  The proposed
Purchaser has no other connection to the Debtor beyond this
familial relationship, and is a competing retail candy business,
although, as noted, the Debtor will no longer operate in Wildwood,
a location that has been chosen by the purchaser, who has
negotiated its own lease arrangement with the Debtor's former
landlord for the rental space that the Debtor formerly occupied
trying to be more profitable in that location than Debtor's
business there.

The items to be sold are: (i) four bulk candy displays purchased in
2012; (ii) two fudge sale display cases purchased in 2008; (iii)
two safes purchased in 2000; and (iv) miscellaneous tables and wire
displays purchased in 1996.

Glaser further certifies that he has been engaged in the retail
candy business since 1971 and is familiar with the purchasing of
equipment and fixtures typically used in that business.  For this
transaction, he believes, based upon his 48 years of experience in
the business, that the negotiated price of $15,000 is a fair price,
contending that the transaction is in the best interests of the
Debtor, its creditors and its estate.

OceanFirst Bank, the Debtor's secured creditor with alien on the
items to be sold, has approved this transaction, and in fact has
agreed to allow the Debtor to retain 50% of the proceeds of sale as
working capital.

A hearing on the Motion is set for March 12, 3019 at 10:00 a.m.

                    About James Candy Company

James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.

James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018.  In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities.  The Hon.
Andrew B. Altenburg Jr. oversees the case.  Ira R. Deiches, Esq.,
at Deiches & Ferschmann, serves as bankruptcy counsel to the
Debtor.


JAMES MEDICAL: Seeks to Hire Seiller Waterman as Legal Counsel
--------------------------------------------------------------
James Medical Equipment, Ltd. seeks authority from the U.S.
Bankruptcy Court for the Western District of Kentucky to hire
Seiller Waterman LLC as its legal counsel.

The firm will provide these services:

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

     b. protect and preserve the bankruptcy estate through the
prosecution of actions on behalf of the Debtor, the defense of any
actions commenced against the Debtor, negotiations concerning all
litigations in which the Debtor is involved, and objecting to
claims filed against the estate;

     c. provide other legal services in connection with the
Debtor's Chapter 11 case and the formulation and implementation of
its bankruptcy plan.

David Cantor, Esq., at Seiller Waterman, attests that his firm is a
"disinterested person" as defined by section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     David M. Cantor, Esq.
     Seiller Waterman LLC
     Meidinger Tower – 22nd Floor
     462 S. Fourth Street
     Louisville, KY 40202
     Tel: (502) 584-7400
     Fax: (502) 583-2100
     E-mail: cantor@derbycitylaw.com

                    About James Medical Equipment, Ltd.

James Medical Equipment, Ltd.'s line of business includes renting
or leasing medical equipment.  The company was founded in 1979 and
is based in Campbellsville, Kentucky.

James Medical Equipment filed a voluntary Chapter 11 petition
(Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time
of filing, the Debtor estimated $1,000,001 to $10 million in both
assets and liabilities.  The case has been assigned to Judge Joan
A. Lloyd.  The Debtor tapped David M. Cantor, Esq., at Seiller
Waterman LLC, as its legal counsel.


JLT HOLDINGS: Taps One Sotheby's as Real Estate Broker
------------------------------------------------------
JLT Holdings, LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire One Sotheby's
International Realty as its real estate broker

The firm, through its agent Eduard Zavulunov, P.A., will market and
sell the Debtor's 1,782-square-foot two-bedroom condominium located
at 1800 South Ocean Drive, Unit 3205, Hallandale, Florida.
Sotheby's will receive a commission of 5% of the purchase price at
closing.

Eduard Zavulunov, founder of The Z Group at One Sotheby's, attests
that neither he nor any employee at Sothby's represents any
interest adverse to the Debtor and its bankruptcy estate.

The firm can be reached at:

     Eduard Zavulunov
     Eduard Zavulunov, P.A.
     One Sotheby's International Realty
     20445 Biscayne Blvd, Suite H8
     Aventura FL 33180
     Tel: 305-935-0300
     Fax: 305-935-9092

                     About JLT Holdings

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

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


JOHN KNOX: Fitch Rates Series 2018A, 2016A & 2014A Bonds 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating assigned to the
following bonds issued by the Industrial Development Authority of
the City of Lee's Summit, MO (the authority) on behalf of John Knox
Village (JKV):

  -- $51,625,000 Industrial Development Authority of the City of
Lee's Summit, MO senior living facilities revenue bonds, series
2018A;

  -- $41,250,000 Industrial Development Authority of the City of
Lee's Summit, MO senior living facilities revenue bonds, series
2016A;

  -- $21,000,000 Industrial Development Authority of the City of
Lee's Summit, MO senior living facilities revenue bonds, series
2014A.

The Rating Outlook is Stable.

SECURITY

Debt payments are secured by a pledge of the unrestricted gross
revenues of the obligated group, a first mortgage lien on all the
real property constituting JKV's core campus, and a debt service
reserve fund.

KEY RATING DRIVERS

PROJECT STABILIZATION: John Knox Village has been working through a
continued campus transformation project that brought the Courtyard
52 independent living unit (ILU) project online in January 2016 and
the Meadows 112 ILU project online in July 2018. The Courtyard
project has successfully filled and was 90% occupied and 96% sold
as of Jan. 31, 2018. The Meadows was 59% occupied with 71% of units
sold as of Jan. 31, 2019. While move-ins were slower than expected,
sales remain generally on track with budgeted expectations. The six
move-ins currently scheduled are expected to provide $1.7 million
in entrance fee receipts that will pay off JKV's bank line of
credit and allow future entrance fee receipts to add to the
community's liquidity position.

WEAK FINANCIAL PROFIILE: Profitability remains compressed with net
operating margin adjusted (NOMA) equal to 9.5% in fiscal 2018 and
10.6% in the nine month interim period ending Dec. 31, 2018 (the
interim period). The compressed interim period profitability
reflects continued overtime and nursing agency expenses due to
improved labor markets, increased health benefit expenses due to a
few large claims and softer than expected occupancy in assisted
living and the skilled nursing facility (SNF). Fitch calculated
financial ratios show JKV with a weak 160 days cash on hand (DCOH)
and 24.7% cash to debt as of Dec. 31, 2018. Fitch expects liquidity
to show improvement in fiscal 2020 as entrance fees from the
Meadows help grow the balance sheet following the payoff of the
bank line of credit and amounts due from an affiliate are added to
the community's liquidity position after completion of a land
sale.

MODERATE LONG-TERM LIABILITY PROFILE: JKV's debt metrics are
moderate as maximum annual debt service (MADS) of $8.2 million
equated to 11.8% of fiscal 2018 total revenues - favorable to the
16.5% below investment grade (BIG) median. Debt to net available of
14.6x through the interim period was weaker than the 9.8x BIG
median due to continued profitability challenges. JKV's master
trust indenture (MTI) rate covenant calculation is based upon
actual annual debt service (AADS), which equaled 1.24x for the nine
months ending Dec. 31, 2018. The rate covenant is tested annually
and requires minimum AADS of 1.20x.

RATING SENSITIVITIES

CAPITAL PROJECT STABILIZATION: While Fitch expects successful
stabilization to result in improved profitability, coverage and
liquidity, upward rating movement over the outlook period is
unlikely. Failure to successfully achieve stabilization and
operating improvements could lead to negative rating pressure.

CREDIT PROFILE

JKV is a continuing care retirement community (CCRC) located in
Lee's Summit, MO, with 824 available ILUs (excluding Meadows), 164
assisted living units (ALUs) and a 430 licensed bed (330 available)
SNF. Additional operations include a home health agency, hospice
services, a 24-hour ambulance and paramedic service and a
foundation. JKV is one of the largest single-site CCRCs in the
country by both acreage and number of units and is the second
largest single-site not-for-profit CCRC in the 2018 LeadingAge
Ziegler 200. JKV offers both rental and type B entrance fee
contracts.

Fitch's analysis is based on JKV's obligated group (OG). The John
Knox Village Foundation was removed from the OG in October 2017.
Excluding the foundation, the OG accounted for 97.5% of
consolidated total assets and 99.3% of consolidated operating
revenues in fiscal 2018. Total OG operating revenue equaled $69
million in fiscal 2018.

PROJECT STABILIZATION

JKV continues to execute its campus redevelopment plan, a primary
goal of which is to increase the number of entrance fee contracts.
The increasing number of entrance fee contracts is expected to be
accretive to both profitability and liquidity metrics.
Additionally, management has removed smaller ILUs from inventory
and converted them to either larger square-foot units or to
high-demand ALUs and dementia units over the past 10 years. During
the last few years, the number of occupied units has decreased and
occupied square footage has increased, driving higher revenue per
unit.

Two main components of the redevelopment plan include the Courtyard
and Meadows projects. Both projects included the demolition of
existing ILU buildings and cottages. The Courtyard project was
completed on budget in January 2016 and included the construction
of a new 52 unit ILU building, additional parking, new common space
and renovations to existing common spaces. Move-ins at the
Courtyard were slower than expected, but occupancy has steadily
grown and was most recently 90% occupied and 96% sold as of Jan.
31, 2019.

The Meadows project included the construction of three new ILU
buildings with a total of 112 unit ILUs, including underground
parking, a new restaurant and new wellness facilities with a pool.
The project was completed on time and under budget with the first
of the three buildings opening in July 2017 and the third building
opening in January 2018. As of Jan. 31, 2019, 71% of the Meadows
ILUs were sold and 59% occupied. Move-ins were slower than
budgeted, which resulted in a negative operating variance to the
2019 budget, but sales remain on track with management's
expectations. Given the stronger demand for larger units at the
Meadows, six smaller units will be combined to create three larger
units in order to accommodate market demand. The larger units are
expected to be priced at a level comparable to the smaller units
combined, removing any concern over lower entrance fee or monthly
service fee receipts.

The six move-ins pending at the Meadows are expected to bring in
$1.7 million of entrance fees by the end of April 2019. These
entrance fees will allow JKV to pay off the $1.6 million balance on
the bank line of credit used for construction. Once the line of
credit is paid off, entrance fees from the Meadows will no longer
be restricted, allowing future entrance fees to add directly to
JKV's liquidity position. Upon stabilization of the Meadows
project, JKV may potentially commence Phase II of the Meadows
project - the construction of 80 to 90 additional new ILUs
connected to the Meadows buildings - but timing is uncertain given
the current focus on filling the Meadows.

Approximately $7 million of the series 2018A bond proceeds are
being used to reposition JKV's care center and expand ALU
offerings. The care center renovations that are underway will bring
the long-term care units up to date and convert many of the
existing semi-private rooms to private. The existing 28 unit
residential care building has been demolished and the construction
of the new 25 ALU facility is expected to be completed by the end
of 2019.

Fitch views the campus repositioning strategy as a credit positive
as larger ILUs are typically in higher demand and more profitable
than smaller units. While the two expansion projects increased
JKV's leverage, Fitch expects that the expansion projects will
generate additional revenues and entrances fees, allowing JKV to
grow into its elevated debt burden.

COMPRESSED PROFITABILITY

Operating profitability continues to be compressed through fiscal
2018 into fiscal 2019. NOMA was a weak 9.5% and 10.5% in fiscal
2017 and 2018 and was most recently 10.6% through the nine month
interim period. The continued compression in fiscal 2018 through
2019 was a result of increased overtime and nursing agency expenses
due to competitive labor markets, increased health insurance costs
due to some large claims that drove costs to significantly exceed
budgeted figures and ALU and SNF occupancy below management's
targets. Conversely, ILU occupancy, including the Courtyard but
excluding the Meadows, was good at 88% through the nine month
interim period - above budgeted expectations. Management has
implemented new recruitment initiatives that are expected to lower
agency costs in fiscal 2020. Furthermore, efforts to replace
smaller units with larger units are expected to continue to help
the community's marketability and the higher level of entrance fee
contracts on campus should slow the speed of attrition on campus to
help stabilize unit turnover.

WEAK FINANCIAL PROFIILE

Unrestricted liquidity metrics are a weak 160 DCOH, 24.7% cash to
debt and 3.8x cushion ratio - unfavorable to the BIG category
medians of 292 DCOH, 32.1% cash to debt and 4.5x cushion ratio. The
light liquidity metrics reflect JKV's high capital spending on the
campus repositioning project as well as a $1.9 million impact from
unrealized losses in investments in the 3rd quarter results.
Unrestricted liquidity excludes approximately $3.6 million of
project-related entrance fees that are held in a restricted escrow
fund to be used to pay down a bank line of credit. Once the bank
line of credit is paid off, additional entrance fee receipts are
expected to help grow JKV's liquidity position in fiscal 2020,
especially given the completion of major capital spending for the
Courtyard and Meadows projects. In addition, in fiscal 2019, JKV
had a realized gain of $2.1 million from the transfer of assets to
an affiliate for the sale of property to a residential developer.
The sale, once completed (expected by March 2019), will allow JKV
to add amounts due from affiliates onto its balance sheet and
strengthen its liquidity position.

MADS coverage was light in fiscal 2018 at only 1.2x. Per JKV's MTI,
expenses and revenues associated with the Courtyard and Meadows
projects are excluded from covenant calculations until each project
achieves stabilization. AADS coverage equaled 1.48x in fiscal 2018
and 1.24x for the nine months ending Dec. 31, 2018 per the MTI
calculation. The rate covenant is tested annually and requires
minimum AADS coverage of 1.20x. Failure to achieve 1.20x AADS
coverage would result in a mandatory consultant engagement. An
event of default would occur if AADS coverage falls below 1.00x for
two consecutive years or if AADS coverage falls below 1.00x and
DCOH falls below 160 days. DCOH equaled 161 at Dec. 31, 2018 per
JKV's MTI calculation.

DEBT PROFILE

JKV's debt portfolio consists of 100% fixed-rate bonds and a bank
line of credit. The community is not a counterparty to any swap
agreements.

DISCLOSURE

JKV covenants to provide audited financial statements within 180
days of each fiscal year-end and quarterly interim statements
within 60 days of each quarter-end. Disclosure is provided through
the Municipal Securities Rulemaking Board's EMMA system.


JONG UK BYUN: C&M Metals Buying Los Angeles Property for $5.5M
--------------------------------------------------------------
Jong Uk Byun asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of the real property
generally known as 1736 E. 24th Street, Los Angeles, California,
parcel number 5167-015-067, to C&M Metals, Inc. or its designee for
$5.5 million, subject to overbid.

There are unpaid property taxes in the amount of approximately
$93,000.  These taxes will be paid in full out of escrow.   The
first deed of trust holder is Hyundai Steel First Credit Bank which
is owed approximately $16.8 million according to the Debtor and $22
million plus according to Hyundai.  The Debtor will pay Hyundai,
the full proceeds of this sale less the usual costs of sale and the
brokerage commission of 4%.  The sale of the 24th Street Property
assets will not affect the liens of Hyundai on the Debtor's other
properties until Hyundai is paid in full.       

The junior lienholders will not be paid from the sales proceeds.
They will however retain their liens on other assets of the Debtor.
The Debtor is informed and believes that the junior lienholders
will reconvey their liens in order to facilitate the sale since
they too have liens on other properties owned by the Debtor.

The Debtor filed his emergency petition to stop a foreclosure sale
by Hyundai Steel Company that was set on the 24th Street Property
as well as certain of its other properties for Aug. 6, 2018.  The
sale of the 24th Street Property will not pay Hyundai or the junior
lienholders in full but will pay a significant portion of the debt
owed to Hyundai which will result in there being more equity in the
remainder of the properties for the Debtor and other creditors.   

The Debtor believes that the proceeds of the sale will not be
sufficient to pay all secured creditors with liens attached to the
24th Street Property Assets.  The Debtor is informed and believes
that the lienholders will agree to release their respective liens
on the 24th Street Property Assets.  This is because the junior
lienholders also have liens on other real property that adequately
protects their interests.

The sale will include certain fixtures and real property
improvements owned by the Debtor's wholly owned entity, Central
Metal, Inc.  To the extent the sale includes fixtures or
improvements owned by CMI, these do not constitute estate property.
All property subject to the Motion, whether or not designated as
real property owned by the Debtor or improvements owned by Central
Metal, Inc., is subject to Hyundai's deeds of trust.  All net funds
from the sale, irrespective of the owner of the property being
sold, will be paid to Hyundai at closing.     

A summary of the terms of the proposed sale is as follows:

     1. Sale of the 24th Street Property Assets to C&M Metals,
Inc., or its assignee for $5.5 million.

     2. The Buyer will deposit $100,000 into escrow.  This deposit
has been made into the escrow that has been opened with Commerce
Escrow #18-80452-DB.  The Buyer will make an additional deposit of
$450,500 at Closing.      

     3. The sale is subject to a financing contingency as follows:
The Buyer will obtain a new loan against the 24th Street Property
in the amount of 90% of the Purchase Price.  The Buyer has 45 days
from the date of the PSA or Dec. 28, 2018 to obtain the loan
commitment.  The last day to obtain the loan commitment is
therefore Feb. 11, 2019.   On Jan. 28, 2019, the Buyer requested
that financing contingency and certain other contingencies be
extended to Feb. 20, 2019 and the Debtor agreed.

     4. The closing is expected to take place within 15 days after
entry of an Order of the Bankruptcy Court Approving the Sale.      


     5. The sale will be free and clear of all liens, claims,
encumbrances, and other interests (including any and all interests
in the 24th Street Property Assets.

     6. The sale is subject to overbids at the hearing.

     7. As part of the sale, the Debtor will pay a fee of 4% of the
Purchase Price as follows:  one-half to his real estate agent Kirk
Garabedian, of Keller Williams Commercial and one-half to Magnum
Properties.  If a person or entity other than the Buyer herein is
the successful bidder, and that person has a real estate agent, the
4% commission will be split between Mr. Garbedian and the Buyer's
agent.      

     8. The sale is "as is," "where is" and is without any other
representation, warranty or assurance, made by the Debtor or any of
its agents, attorneys or other representatives, concerning the
value of the assets, except as such representations, warranties or
assurances are set forth in the PSA and except that the Debtor has
warranted that the assets transferred by him can be rightfully
transferred by him and are equal in value to the purchase price to
be received by the Debtor.

The Debtor intends to file and serve a bidding procedures motion
and set it for hearing on regular notice.  The Debtor proposes to
allow any other person or entity to overbid the sale at the hearing
set forth.  

The proposed bidding procedures are:

     1. On Feb. 27, 2019, a prospective bidder must provide to the
Debtor's counsel a cashier’s check for $500,000 as a deposit to
be held by the Debtor's counsel, Client Trust Account of Resnik
Hayes Moradi LLP.   

     2. The Prospective Bidder will also provide to the Debtor's
counsel and to the counsel for the Buyer, Hyundai and Packo, onFeb.
27, 2019, proof of its ability to close on the same terms as the
PSA.

     3. As all of the contingencies set forth in the PSA will have
been met by the time of the hearing on this motion, any overbid for
the 24th Street Property Assets will be on the same terms and
conditions, or better, as is set forth in the Purchase and Sale
Agreement.
     
     4. There will be no Contingency Period for any successful
overbidder.  The overbidder must close the sale within 15 days
after the Court enters its Order Approving the Sale.     

     5. The initial overbid must be at least $100,000 more than the
Purchase Price herein or $5.6 million.  After the initial overbid,
additional overbids will be in increments of $100,000 each.  

Finally, the Debtor asks the Court that, notwithstanding the
provisions of Federal Rule of Bankruptcy Procedure 6004(g) with
respect to the sale of assets, and Federal Rule of Bankruptcy
Procedure 6006(d) with respect to any executory contract or
unexpired lease assumed and assigned with such sale of the
Property, the Order will be effective immediately after its entry.

A hearing on the Motion is set for March 5, 2019 at 11:00 a.m.

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

        http://bankrupt.com/misc/JongUk_Byun_83_Sales.pdf

Jong Uk Byun sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 18-19004) on Aug. 3, 2018.  The Debtor tapped M. Jonathan
Hayes, Esq., at Resnik Hayes Moradi LLP, as counsel.



JTJ RESTAURANTS: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: JTJ Restaurants, Inc.
        9247 Equus Circle
        Boynton Beach, FL 33472

Business Description: JTJ Restaurants, Inc. operates an Italian
                      restaurant at 5613 Okeechobee Blvd
                      West Palm Beach, FL 33417.

Chapter 11 Petition Date: March 6, 2019

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

Case No.: 19-12990

Judge: Hon. Mindy A. Mora

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON
                  1401 Forum Way, 6th Floor
                  West Palm Beach, FL 33401
                  Tel: 561-478-2500
                  Fax: 561-478-3111
                  E-mail: briankmcmahon@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerome Byrd, president.

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

             http://bankrupt.com/misc/flsb19-12990.pdf


KADMON HOLDINGS: Reports $56.3 Million Net Loss for 2018
--------------------------------------------------------
Kadmon Holdings, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to common stockholders of $56.26 million for the year
ended Dec. 31, 2018, compared to a net loss attributable to common
stockholders of $81.69 million for the year ended Dec. 31, 2017.

Loss from operations for the year ended Dec. 31, 2018 was $85.9
million, compared to $68.6 million for the same period in 2017.

Revenue for the year ended Dec. 31, 2018 was $1.4 million, compared
to $12.3 million for the same period in 2017.  The Company does not
place significant value on its commercial operations from a
revenue-generating standpoint; however, the Company leverages its
commercial infrastructure to support the development of its
clinical-stage product candidates by providing quality assurance,
compliance, regulatory and pharmacovigilance capabilities, among
others.

Research and development expenses for the year ended Dec. 31, 2018
were $49.0 million, compared to $40.8 million for the same period
in 2017.  The increase in research and development expenses was
primarily related to direct external costs of developing our
product candidates across multiple projects.

Selling, general and administrative expenses for the year ended
Dec. 31, 2018 were $37.6 million, compared to $37.1 million for the
same period in 2017.

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

                   Fourth Quarter 2018 Results

Loss from operations for the three months ended Dec. 31, 2018 was
$27.8 million, compared to $17.2 million for the same period in
2017.

Revenue for the three months ended Dec. 31, 2018 was $0.2 million,
compared to $1.5 million for the same period in 2017.  The Company
does not place significant value on its commercial operations from
a revenue-generating standpoint; however, the Company leverages its
commercial infrastructure to support the development of its
clinical-stage product candidates by providing quality assurance,
compliance, regulatory and pharmacovigilance capabilities, among
others.

Research and development expenses for the three months ended
Dec. 31, 2018 were $17.1 million, compared to $10.5 million for the
same period in 2017.  The increase in research and development
expenses was primarily related to direct external costs associated
with development of KD025 and compensation for research and
development personnel.

Selling, general and administrative expenses for the three months
ended Dec. 31, 2018 were $10.9 million, compared to $7.9 million
for the same period in 2017.

                  Liquidity and Capital Resources

As of Dec. 31, 2018, Neonode had $144.66 million in total assets,
$56.25 million in total liabilities, and $88.41 million in total
stockholders' equity.  At Dec. 31, 2018, Kadmon's cash and cash
equivalents totaled $94.7 million, compared to $67.5 million at
Dec. 31, 2017.  Additionally, in January 2019, the Company sold
shares of common stock through its ATM offering and received total
net proceeds of $29.0 million.  In addition, as of Dec. 31, 2018,
Kadmon maintained approximately 13% ownership of common stock of
MeiraGTx Holdings plc, a publicly-traded (Nasdaq: MGTX),
clinical-stage gene therapy company.

                         CEO's Comments

"We continued to make strong progress in advancing KD025 throughout
2018, notably reporting encouraging results from our Phase 2a study
in cGVHD after receiving FDA Breakthrough Therapy Designation in
October 2018," said Harlan W. Waksal, M.D., president and CEO at
Kadmon.  "We are on track to complete enrollment and deliver the
primary endpoint readout in our registration trial of KD025 in
cGVHD in the second half of 2019."

Dr. Waksal added, "We have started this year with great momentum:
We have made key additions to our leadership team, including our
CFO; we have added two highly qualified, scientific and
operationally-based board members; and we are well capitalized to
execute our growing development pipeline.  In 2019, we plan to
initiate three new clinical trials: A Phase 2 study of KD025 in
systemic sclerosis; a clinical study of KD045, our next-generation
pan-ROCK inhibitor for fibrotic diseases; and a clinical study of
KD033, our IL-15 fusion protein for immuno-oncology.  In parallel,
we continue to build our organization to support our ultimate goal
of helping patients with serious unmet medical needs."

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

                          https://bit.ly/2C9xkhT

                           About Kadmon Holdings

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


KRATOS DEFENSE: S&P Raises ICR to 'B+' on Improved Credit Metrics
-----------------------------------------------------------------
Kratos Defense & Security Solutions Inc.'s credit ratios have
improved and S&P Global Ratings expects additional improvement
going forward as the company continues to win new programs,
profitability improves on new target drone programs, and it
benefits from significant investments in the Unmanned Systems
segment.

Therefore, on March 6, 2019, S&P raised its issuer credit rating on
Kratos to 'B+' from 'B'.  The outlook is stable.  S&P also raised
the issue-level rating on the company's secured notes to 'B+' from
'B'. The recovery rating on this debt remains '4', indicating its
expectation for average recovery (30%-50%; rounded estimate: 40%)
in the event of a payment default.

"The upgrade reflects the recent improvement in credit ratios and
our expectation that they are likely to improve further over the
next few years. We expect profitability improvement resulting from
increased production of target drone programs, declines in R&D
spending in the Unmanned Systems segment, benefits from cost
reduction efforts, and increased revenues due to the ramp up of
existing programs and new business wins. We expect debt to EBITDA
to decline to 4x-4.5x in 2019 and to below 4x in 2020, and free
operating cash flow (FOCF) to debt will rise and remain above 5% in
2019 onward," S&P said.

S&P said its stable outlook reflects its expectation that the
company's revenue growth, primarily driven by the Unmanned Systems
segment, will drive higher earnings and cash flow. S&P anticipates
debt to EBITDA to improve to 4x-4.5x and FOCF to debt to rise to
and remain above 5% in 2019.

"We could lower our ratings on Kratos if we expect debt to EBITDA
to remain above 5x or if FOCF to debt remains below 5% at the end
of 2019 and is not likely to improve. This could occur if the
company's performance on its new programs is weaker than we expect
or program costs are higher than anticipated," S&P said.

"Although unlikely in the next 12 months, we could raise our
ratings on Kratos during the next year if debt to EBITDA increases
below 4x for a sustained period. This could occur if new program
wins and growth on existing programs result in earnings and cash
flow increasing faster than we expect," S&P said.


LAZARUS HOLDINGS: Tampa Buying Lutz Property for $1.2 Million
-------------------------------------------------------------
Lazarus Holdings, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the sale of the real
property located at 18821 North Dale Mabry Highway, Lutz, Florida,
together with certain improvement constructed thereon, Property
Appraiser's Parcel ID #13299.0000, 13302.0000 and 13304.0000, PIN
U-10-27-18-ZZZ-000000-51210.0, to Tampa Bay Veterinary Properties,
LLC, for $1.2 million.

Pursuant to the Plan, and in an effort to consummate the Plan, the
Debtor complied with Plan provisions requiring a payment of
$335,000 to Compass Bank by Sept. 30, 2014 in full settlement of
the secured claim of Compass Bank.  The Debtor, since confirmation
of the Plan, has made all payments required by the Plan.

The Debtor's principal and sole equity owner, Dr. Jarrod A.
Lazarus, DVM, is a licensed Doctor of Veterinary Medicine in the
State of Florida. The Debtor has always intended to construct to a
veterinary hospital at the Property, and at the time that the
Debtor filed for protection under Chapter 11, there was, and still
is, a partially complete veterinary hospital building that has been
constructed on the Property.

In order to complete construction of the planned veterinary
hospital, the Debtor, or its related parties would have been
required to obtain construction financing.  Due to its recent
emergence from Chapter 11, the Debtor was not able to obtain
financing at rates which were commercially feasible.  Therefore, in
order to facilitate construction of the veterinary hospital and
consummation of the Debtor's Plan, the Debtor took the following
actions:

     a. On Feb. 10, 2015, the Debtor conveyed title to the Property
through a quit claim deed, to an entity known as Junior Property
Holdings, LLC, a Florida limited liability company and related
entity able to obtain financing to complete construction of the
veterinary hospital. Dr. Lazarus is the manager of Junior's
managing member, Specialty Property Holdings, LLC.  

     b. The Debtor's conveyance of the Property to Junior was done
in conjunction with Junior entering into a 20-year exclusive
Business Lease Agreement with the Debtor, whereby Junior obligated
itself to complete construction of the veterinary hospital in
accordance with the Debtor's plans and specifications and the
construction quote from Cork-Howard Construction Co. for
$682,601.31.

     c. Upon completion of construction and issuance of a
certificate of occupancy for the Property to Junior by the
applicable governmental authority, the Debtor would then take
occupancy of the Property as its exclusive tenant under the Lease.
It was further contemplated that at that time, upon Debtor taking
occupancy of the Property, that the Debtor would sub-lease the
Property to a Professional Association, incorporated in Florida,
for the purpose of operating the veterinary hospital for which Dr.
Lazarus would serve as its Medical Director.

     d. The Lease with Junior also provided that in the event
Junior was unable to complete construction of the veterinary
hospital and obtain a certificate of occupancy, then Junior could
proceed to sell the Property, but, in such event, Junior would be
obligated to pay out of Junior’s net proceeds realized from the
sale, liquidated damages for the termination of the Lease upon the
sale of the Property in an amount equal to all sums still owed by
Debtor to its creditors in the Chapter 11 case as of the closing
date of the sale of the Property, including all administrative
expenses and payments due under the Plan to priority and general
unsecured creditors (including, without limitation payments due for
unpaid property taxes and payments due to general unsecured
creditors BBVA Compass Bank and J. O. DeLotto & Sons, Inc.

In this manner, the Debtor intended to accomplish the intent of the
Plan.  Unfortunately, Junior has been unable to obtain financing
and fund construction of the veterinary hospital.  Consequently, on
Jan. 27, 2019, Junior entered into a contract for sale and purchase
and an escrow agreement with TBVP, as the Purchaser to sell the
Property for the sum of $1.25 million.  The anticipated net
proceeds to be paid to Junior upon closing under the Sale Agreement
are sufficient to satisfy Junior's liquidated damages obligation to
the Debtor for termination of its Lease, and will fund payment at
that time of all claims in this Chapter 11 case.  

Under the Sale Agreement, the obligations of TBVP, as the Buyer,
are subject to the express condition precedent that the Debtor
obtain a final order approving the sale of the Property free and
clear of Liens and disbursement of proceeds to the creditors in the
case.  The obligations of TBVP are also subject to the express
condition precedent that the case styled J. O. Delotto & Sons, Inc.
v. Jarrod A. Lazarus, DVM and Junior Property Holdings, LLC, Case
No.: 17-CA-4774, pending in the Circuit Court of Hillsborough
County, Florida by dismissed by entry of a final non-appealable
order.

The Sale Agreement provides for a closing no later than March 25,
2019, with a limited one-time option for Buyer to extend the
closing date by 10 days under limited circumstances, upon payment
of an extension fee as an additional deposit held in escrow for the
sale of the Property.  The net sale proceeds of the sale
contemplated by the Sale Agreement, together with other funds
available to the Debtor, will be sufficient to pay all of the
claims in the Chapter 11 case.  

The Debtor proposes to pay the following claims from the net
proceeds of the sale of the Property:

     a. Any unpaid ad valorem taxes due for years prior to 2019 and
a pro-rated amount for 2019 which are estimated to be approximately
$40,000;

     b. Administrative expenses due to the Debtor's general
counsel, Law Office of Leon A. Williamson, Jr., P.A. and the
Debtor's special counsel, Ambler Law Group, as follows: (i) The
reduced sum of $75,000 to Williamson in full payment of
Williamson's approved administrative expense claim in the amount of
$88,997; and (ii) The reduced sum of $350,000 to Ambler in full
payment of Ambler's
administrative expense claim of $440,610.

     c. The sum of $16,547 due to DeLotto as an administrative
expense for expenses incurred in an arbitration with the Debtor.

     d. The remaining sum of $314,949 due to Compass on its allowed
general unsecured claim.

     e. The sum due to DeLotto on DeLotto's general unsecured claim
and to the holders of other unpaid general unsecured claims, if any
under the Plan.

     f. The balance, if any, to Junior Property Holdings, LLC.

The Debtor asks an order approving the sale of the Property, and
approval of the transfer of title by Junior Property Holdings, LLC
and the Debtor of any interest either or both have in the Property,
free and clear of liens, encumbrances, or claims of any party.  It
also asks as relief in said order that Compass will be required to
provide to the Escrow Agent under the Sale Agreement, by no later
than March 15, 2019, with original Satisfactions and Releases,
executed by an authorized representative of Compass, with respect
to any and all lien interests and encumbrances against the Debtor
and the Debtor's property, suitable for recording in the public
records by the Escrow Agent upon receipt, based on the Debtor's
timely payment of $335,000 on Sept. 30, 2014, which fully satisfied
Compass' secured claim under the Plan.    

The Debtor also asks as relief in said order, conditioned on the
closing of the sale contemplated by the Sale Agreement, that
DeLotto will provide to the Escrow Agent under the Sale Agreement,
by no later than March 15, 2019, with a Notice of Voluntary
Dismissal of Junior Property Holdings, LLC with Prejudice, executed
by its counsel, dismissing its claim in the DeLotto Action against
Junior Property Holdings, LLC, effective as of the date of the
closing on the Property and the corresponding transfer of funds to
satisfy Delotto's claims against the Debtor as set forth herein,
with the Escrow Agent only being authorized to thereafter file with
the court the executed Notice of Voluntary Dismissal on behalf of
DeLotto.  

As set forth above, time is of the essence in closing of this
transaction, because the Sale Agreement requires a closing no later
than March 25, 2019.  Therefore, the Debtor submits there is cause
to shorten the time for notice of consideration of the Motion under
Rule 2002(a)(2), Federal Rules of Bankruptcy Procedure.

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

     http://bankrupt.com/misc/Lazarus_Holdings_277_Sales.pdf

The Purchaser:

          TAMPA BAY VETERINARY PROPERTIES, LLC
          Attn: Dr. Link V. Welborn
          19440 Bruce B. Downs Blvd.
          Tampa, FL 33647
          E-mail: linktpa@aol.com

The Purchaser is represented by:

          Jeffrey C. Shannon, Esq.
          JEFFREY C. SHANNON, P.A.
          2025 E. 7th Avenue
          Tampa, FL 33605
          E-mail: jshannon@jcshannonpa.com

Counsel for the Debtor:

          Leon A. Williamson, Jr.
          LEON A. WILLIAMSON, JR., P.A.
          306 South Plant Ave., Suite B
          Tampa, FL 33606
          Telephone: (813) 253-3109
          Facsimile: (813) 253-3215
          E-mail: Leon@LwilliamsonLaw.com

                      About Lazarus Holdings

Located at 5424 Deerbrooke Creek Circle, Unit 25, Tampa, FL 33624,
Lazarus Holdings, LLC sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 13-09698) on July 25, 2013.  Judge Catherine Peek
McEwen is assigned to the case.  In the petition signed by Jarrod
A. Lazarus, managing member, the Debtor estimated assets and
liabilities in the range of $1 million to $10 million.  Leon A.
Williamson, Jr., P.A., is the Debtor's counsel.

On Sept. 30, 2014, the Court confirmed the Debtor's Chapter 11 Plan
of Reorganization.


LAZER COMBAT: Seeks to Hire Michael G. McAuliffe as Legal Counsel
-----------------------------------------------------------------
Lazer Combat, LLC seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to hire The Law Office of
Michael G. McAuliffe, Esq. as its legal counsel.

The firm will advise the Debtor of its responsibilities in a case
under Chapter 11, represent the Debtor in its negotiations with
creditors and any court-appointed committee, prepare a plan of
reorganization, and provide other legal services related to its
bankruptcy case.

McAuliffe's normal billing rates are:

     Members                         $400
     Paralegals/Legal Assistants     $100

The firm received a retainer of $25,000, inclusive of $1,717 for
the court filing fee.

Michael McAuliffe, Esq., attests that his firm is a disinterested
person as that term is defined in Section 101 of the Bankruptcy
Code.

The firm can be reached at:

     Michael G, McAuliffe, Esq.
     The Law Office of Michael G. McAuliffe, Esq.
     68 South Service Road, Suite 100
     Melville, NY 11747
     Phone: 516-927-8413
     Fax : 516-927-8414
     Email: mgmlaw@optonline.net

                         About Lazer Combat LLC

Based in Deer Park, New York, Lazer Combat, LLC filed a voluntary
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-70693) on January
28, 2019, listing under $1 million in both assets and liabilities.
The case has been assigned to Judge Robert E. Grossman.  The Debtor
tapped The Law Office of Michael G. McAuliffe, Esq. as its legal
counsel.


LE DIETRICH: Proposes a March 23 Auction of Personal Property
-------------------------------------------------------------
L.E. Dietrich, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the sale of personal property by
auction to take place on March 23, 2019 at 10:00 a.m. at 1587 West
North Street, Kendallville, Indiana, the location where personal
property is located.

On Feb. 1, 2019, the Debtor filed its Application to Employ
Auctioneer.

Among the assets of the estate is the personal property.  The
Debtor has determined that it is in the best interests of the
estate to sell the personal property by auction.   The sale of the
personal property will be free and clear of all liens, with any
liens to attach to proceeds.  At closing of the sale, the Debtor
also asks authority to pay all the customary costs of the auction
and the Auctioneer's fees and expenses.

                       About L.E. Dietrich

L.E. Dietrich, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-12265) on Nov. 27,
2018.  In the petition signed by its president, Bridget A. Wengert,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million.  The case is assigned to Judge Robert E.
Grant.  The Debtor tapped Haller & Colvin, PC, as its legal
counsel.


LONG BLOCKCHAIN: Canaccord Brokers C$2-Mil. Private Placement
-------------------------------------------------------------
ECC Ventures 2 Corp. has entered into an engagement letter with
Canaccord Genuity Corp. to complete a brokered private placement of
subscription receipts of the Company for minimum gross proceeds of
$2,000,000, through the issuance of not less than 4,000,000
Subscription Receipts at a price of C$0.50 per Subscription
Receipt.  The size of the Financing may be increased with the
consent of ECC2 and the Agent.

Long Blockchain Corp. is party to a letter of intent with ECC
Ventures 2 Corp. and Long Island Beverages Corp., relating to the
sale of Long Island Brand Beverages, LLC, the Company's wholly
owned subsidiary through which it operates its ready-to-drink tea
business, to ECC2 for a combination of cash and shares of ECC2.  

The proceeds of the Financing will be held in escrow, pending the
Company receiving all applicable regulatory approvals, and
completing all matters and conditions relating to the Acquisition,
including a 1.5:1 forward-split of the Company's common shares.
Upon satisfaction of the escrow conditions, each Subscription
Receipt will automatically convert, for no additional
consideration, into units of the Company consisting of one
post-forward-split common share of the Company and one common share
purchase warrant entitling the holder to acquire one additional
Common Share at an exercise price of C$1.00 per Warrant, for a
period of 12 months from the date the escrow release conditions are
satisfied.  On completion of the Financing, the Company will pay a
cash commission to the Agent equal to 7.0% of the gross proceeds of
the Financing and will issue the Agent warrants to purchase such
number of Units of the Company as is equal to 7.0% of the number of
Subscription Receipts sold under the Financing. The Agent Warrants
will be exercisable at an exercise price of C$0.50 per Agent
Warrant for a period of 12 months from the date the escrow release
conditions are satisfied.

The Company also announced that on completion of the proposed
Acquisition and subject to entering into agreed employment
contracts, it is anticipated the Company's Board of Directors and
senior management team of Long Island Beverages will be
reconstituted to include the following directors and officers:

Tom Cardella: Chairman of the Board

Mr. Cardella is the founder of Cardella & Associates LLC and is a
beverage industry consultant.  Prior to founding Cardella &
Associates, Mr. Cardella was the president and CEO of Tenth and
Blake Beer Company, a division of MillerCoors, from June 2010 to
January 2015.  He also served as president Eastern Division for
MillerCoors, where he was responsible for all commercial operations
in the eastern half of the United States.  Prior to the merger with
Coors, Mr. Cardella was executive vice president of Sales and
Distribution for Miller Brewing Company.  Prior to rejoining the
Miller Brewing Company in August 2005, Mr. Cardella spent nearly a
decade at InBev where he held several senior-level positions,
including U.S. vice president of Sales, CEO of Beck's North
America, vice president of Strategy for FEMSA Cerveza in Monterey,
Mexico (joint venture of InBev/Femsa) and Vice President of
Marketing at Labatt USA.  Mr. Cardella spent the earlier years of
his career with Miller Brewing Co. from 1978 through 1995 in
various sales and marketing positions.  Mr. Cardella has served on
the Board of Directors of the Green Bay Packers, the United Way of
Greater Milwaukee and the Marcus Center for Performing Arts.

John Carson: Co-Chief Executive Officer

Mr. Carson is the chairman of International Beverage Capital Inc.
and the former chairman, chief executive officer and president of
several leading beverage companies including Marbo Inc. and Triarc
Beverages, both private-equity-backed corporations.  As president
of RC Cola, a division of Triarc Beverages, he led the acquisition
and integration of Snapple Beverages and expanded business
internationally by leading negotiations in China, Japan, Mexico,
South America, Russia and Poland.  He is a former president of
Cadbury Schweppes North America where he led the expansion of the
Schweppes brand beyond mixers and into adult soft drinks.  Mr.
Carson is also a former Board Member of the National Soft Drink
Association and is on the Board of Directors of Head Country BBQ
Sauce and Imageworks Sales and Marketing.

Bill Hayde: Co-Chief Executive Officer and Board Member

Mr. Hayde is an executive vice president and co-founder of
InterContinental Beverage Capital, Inc., a merchant bank focused
specifically on the beverage and consumer packaged goods
industries.  He has worked on Wall Street for over 25 years.
Between 2002 and 2009 he was the co-owner of Waterville Investment
Research, which also operated a small Hedge Fund.  He was an
officer, director and controlling shareholder of E Global Marketing
and W3 Group Inc., which were all merged with larger public
companies.  Mr. Hayde has extensive knowledge of FINRA, NASDAQ, and
other regulatory bodies and issues.

Philip Thomas: President

Mr. Thomas has held a number of executive-level positions across
companies.  Mr. Thomas founded Long Island Brand Beverages LLC and
co-founded several other companies spanning a wide range of
sectors.  This includes Capital Link Holdings Corp., a company
which provided investor advice and guidance as well as investing in
diverse industries, in which he also acted as president.  He was
chief executive officer of KarbonEx Corp., a company aiding
companies in developing environmentally-friendly policies in order
to gain carbon credits.

Lawrence Pemble: Board Member

Mr. Pemble has an extensive background in venture capital and
private equity where he is a partner and director in firms that
focus on emerging opportunities, most recently a director of
Blackcomb Technologies Limited, a Canadian private equity firm, and
in Bonsai Capital, a life science focused private equity firm,
where he is currently a director.  Combining strong entrepreneurial
and corporate finance backgrounds, Mr. Pemble has led numerous
financing rounds, M&A transactions, IPOs and has held executive
roles, up to and including CEO, in both public and private equity
backed companies.  Currently, Mr. Pemble is also the Chief
Operating Officer of Hemogenyx Pharmaceuticals PLC an oncology
focused Biotech Company listed on the London Stock Exchange.

Scott Ackerman: Board Member

Mr. Ackerman is the president and CEO of Emprise Capital Corp. a
company providing management, restructuring, accounting and
financial services to public companies.  Mr. Ackerman has been
active in the public markets for more than 25 years, having held
senior executive roles in various capacities from Investor
Relations to Executive Management.  In addition to his role with
Emprise, Mr. Ackerman serves as director and/or officer of a number
of publicly traded and private "start-up" venture companies, and
has experience in all aspects of corporate restructures, both in
the US and Canadian jurisdictions.

The Company continues to assess appropriate candidates for the
position of chief financial officer.  This individual will also
assume the role of Corporate Secretary of the Resulting Issuer.
Further information will be provided by press release once
finalized.

The parties to the proposed Acquisition announced that they have
also entered into an amendment to the Letter of Intent, dated
effective Feb. 8, 2019.  Under the terms of the Amended LOI, on
closing, ECC2 will complete a forward share split of its common
shares on a 1 for 1.5 basis and Long Island Beverages and their
security holders will be issued an aggregated 15,545,455
post-forward-split common shares of ECC2, and $500,000, as
consideration for the Acquisition.  An additional 2,700,000
currently issued post-forward-split common shares of the Company
will be transferred within escrow to certain members of the new
management team.  The Company will also issue 890,000
post-forward-split common shares to certain finders in connection
with the Acquisition. Certain of the Consideration Shares will be
subject to escrow pursuant to the policies of the Exchange, in
addition to pooling restrictions that may be negotiated by the
parties. Long Island Beverages Corp. has also agreed to have not
less than $470,000 in working capital on completion of the
Acquisition, less transaction costs.

The Company also announces that, subject to Exchange approval, it
intends to advance $250,000 to Long Island Brand Beverages LLC, as
previously announced on Jan. 23, 2019.  The loan bears interest at
the rate of 10% per annum, will be secured against the assets of
LIBB and is guaranteed by its parent company, Long Blockchain Corp.
The loan will be due and payable on July 31, 2019 if the
Acquisition is not completed by such date.

Completion of the Acquisition and the Financing are subject to a
number of conditions, including Exchange acceptance, completion of
satisfactory due diligence by the Agent, and execution of an Agency
Agreement between the Company and the Agent.  Trading of ECC2’s
common shares will remain halted pending further filings with the
Exchange.

Completion of the Acquisition is subject to a number of conditions,
including but not limited to Exchange acceptance and if applicable
pursuant to the Exchange Requirements, majority of the minority
shareholder approval. Where applicable, the Acquisition cannot
close until the required approvals are obtained.  There can be no
assurance that the Definitive Agreement will be executed or that
the Acquisition will be completed as proposed or at all.  Investors
are cautioned that, except as disclosed in the disclosure document
to be prepared in connection with the Acquisition, any information
released or received with respect to the Qualifying Transaction or
the Acquisition may not be accurate or complete and should not be
relied upon.  Trading in the securities of a capital pool company
should be considered highly speculative.

                    About Long Blockchain Corp.

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

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

Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MADISON CHIROPRACTIC: April 15 Plan Confirmation Hearing
--------------------------------------------------------
The Bankruptcy Court has issued an order approving the first
amended disclosure statement dated February 27, 2019, explaining
Madison Chiropractic & Nutrition Center, LLC's Plan of
Reorganization, and scheduled the confirmation hearing for April
15, 2019 at 10:00 AM.  Last day to object to confirmation is April
4.

Class 4 - General Unsecured  Claims are impaired. Beginning on the
Effective Date, the Debtor will begin making monthly payments of
$100, split on a prorata 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%, with a standard amortization
schedule for the term. New payments will begin on the Effective
Date. (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 the Debtor are
impaired. Equity interest holders will retain their membership
interests in the 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.

The Debtor's normal cash flow shall be the sole source of funds for
the payments to creditors authorized by the U.S. Bankruptcy Court's
confirmation of this Plan. The Debtor reserves the right to sell
collateral for the purpose of providing some funding for the Plan
as the Debtor deems necessary.

A full-text copy of the First Amended Disclosure Statement dated
February 27, 2019, is available at https://tinyurl.com/yyx5547r
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.


MANITOWOC CO: S&P Rates New $300MM Second-Lien Secured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings on March 6 affirmed its 'B' issuer credit rating
on Milwaukee-based crane manufacturer The Manitowoc Co. Inc.
(MTW).

S&P said it expects stable operating performance for MTW in 2019
supported by its healthy backlog and new product launches amid
improving trends in the U.S. commercial construction and energy end
markets.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $300 million second-lien
senior secured notes. The company will use the proceeds from this
offering to redeem its existing $260 million 12.75% senior secured
second-lien notes and refinance its accounts receivable
securitization program.

"The affirmation reflects our expectation that MTW will experience
modest sales and margin growth during 2019 as the demand for crane
shipments continues to improve while the prices for its key raw
materials (including steel) return to normal levels," S&P said.

The stable outlook on MTW reflects S&P's expectation that solid
demand for tower cranes, new product launches, and the realization
of benefits from management's previous restructuring initiatives
will enable the company to sustain EBITDA margins in the low-to-mid
6% range and leverage of between 4x and 5x over the next 12
months.

"Before raising our ratings on MTW, we would expect the company to
meaningfully improve its business risk, perhaps through further
global diversification into less cyclical end markets and products.
We could also raise our ratings if the company improves its credit
metrics such that its leverage drops below 3x and its funds from
operations (FFO) to debt increases above 30%, which would provide
it with a cushion under its covenant in case its credit measure
deteriorate during a cyclical downturn," S&P said.

"Although unlikely, we could lower our ratings on MTW if its
operating performance is significantly weaker than we expect and
causes its leverage to increase above 6.5x over the next 12 months
with limited prospects for improvement," S&P said. "We could also
consider lowering our ratings if sustained negative free cash flow
constrains the company's liquidity such that the availability under
its asset-based lending (ABL) revolving credit facility
deteriorates, increasing the risk that its springing minimum
fixed-charge covenant would be tested."


MANITOWOC COMPANY: Moody's Rates New $300MM 2nd Lien Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to The Manitowoc
Company, Inc.'s new $300 million second lien senior secured notes
due 2026. Proceeds from the second lien secured notes will be used
to refinance the $260 million of second lien notes due 2021 issued
at MTW Cranes Escrow Corp. The rating outlook is stable.

RATINGS RATIONALE

Manitowoc's ratings reflect substantial improvement in operating
results over the past year, with revenue and margins growth that is
expected to continue into 2019. This has resulted in a
strengthening in key credit metrics: debt to EBITDA improved to
3.9x in 2018, down from 5.3x in 2017, while EBITA to interest
coverage grew to 1.5x versus 0.8x in 2017. In expectations for
modest revenue growth while the company maintains EBITA margins at
5 to 6% in 2019, Moody's anticipates further improvement in these
metrics over that period.

The stable outlook reflects Moody's expectations for modest revenue
growth at stable margins through 2019, and that negative free cash
flows anticipated over this time will be covered by cash reserves,
with no material increase in debt.

Ratings could be upgraded if Manitowoc can demonstrate continued
earnings growth while diversifying its product offerings and
expanding its customer base, lowering the volatility in revenue and
earnings without materially increasing its risk profile through
such a transition. Higher ratings could be supported by continuous
positive free cash flow generation throughout industry cycles,
allowing the company to repay debt. Sustaining credit metrics such
as debt to EBITDA of less than 3.0x and EBITA margins above 10%
would support a higher rating.

Ratings could be downgraded if the company cannot restore positive
free cash flow of at least $20 million annually by 2020, or if
EBITA margins were to fall below 4% for a sustained period. Ratings
could be lowered on expectations that debt to EBITDA will rise
above 5.0x or EBITA to interest will fall below 1.0x.

The principal methodology used in this rating was Global
Manufacturing Companies published in June 2017.

The Manitowoc Company Inc., headquartered in Milwaukee, WI, is a
leading provider of engineered lifting equipment for the global
construction industry, including lattice-boom cranes, tower cranes,
mobile telescopic cranes and boom trucks. The company has three
reportable segments based on region, the Americas, Europe and
Africa and Middle East and Asia Pacific. Manitowoc's 2018 total
combined revenues were $1.85 billion.

The following summarizes Moody's rating action:

Assignments:

Issuer: Manitowoc Company, Inc. (The)

  - Senior Secured Regular Bond/Debenture (Local Currency),
Assigned B2 (LGD3, 47%)



MASSENGILL INVESTMENTS: April 4 Hearing on 1st Amended Plan Outline
-------------------------------------------------------------------
The hearing to consider approval of Massengill Investments LLC's
first amended disclosure statement will be on April 4, 2019, at
11:00 A.M.  The last date to file and serve written objections to
the disclosure statement is April 1, 2019.

Class 3 - General Unsecured Creditors are impaired. Holders of
Allowed Unsecured Claims not separately classified under the Plan
shall receive payments in cash in an amount equal to thirty (30%)
percent of each holder's Allowed Unsecured Claim payable in
quarterly payments beginning the first Business Day of the month
thirty (30) days following the Effective Date until the earlier of
(a) five (5) years after the Effective Date, or (b) until the
Allowed Unsecured Claims paid in full.

Class 2A - Secured claims of Atlantic Capital Bank are impaired
with total allowed secured claims amount  $2,062,837 more or less.
Atlantic Capital Bank's Allowed Secured Claims in the amount of
$2,062,837, more or less, shall be paid in monthly payments in the
amount of $12,500.

Class 2B - Secured claim of Strategic Funding Source, Inc., are
impaired with total secured claim amount  $46,536.  Strategic
Funding Source, Inc.'s Claim will be paid as a Class 3 Claim. This
Claimant's claim on the Debtor's receivables is second priority to
Atlantic Capital Bank's claim, the Debtor believes there is no
equity for Strategic Funding Source, Inc. over and above Atlantic
Capital Bank’s secured claim and its claim is therefore a Class 3
claim.

Class 4 - Unsecured Convenience Class are impaired.  Class 4
consists of the unsecured claims held by unsecured creditors that
are in an amount up to $500 and any unsecured claims held by
unsecured creditors that elect on the ballot to reduce their claim
to $500 to be treated as Class 4 claimant instead of treatment as a
general unsecured creditor under Class 3. Holders of Allowed
Convenience Claims shall receive payment of 20% of their claim in
Cash on account of each holder's Allowed Convenience Claim on or
before the first Business Day that is ninety (90) days following
the Effective Date.

Class 5 - Equity interest holders: B. Lynn Massengill, Jr. (24.5%),
Barry L. Massengill, Sr. (1%), Laura Massengill Moore (24.5%),
Massengill Family 2012 Irrevocable Trust (49%) and Pamela
Massengill (1%) are impaired.  Class will receive no payments under
the Plan but will retain their ownership of the Reorganized Debtor

All payments under the Plan which are due on the Effective Date
will be funded from the cash on hand generated by operations.

The funds necessary to ensure continuing performance under the Plan
after the Effective Date will be (or may be) obtained from: (a) any
and all remaining cash retained by the Reorganized Debtor after the
Effective Date; (b) Cash generated from the post-Effective Date
operations of the reorganized Debtor; (c) any other contributions
or financing (if any) which the Reorganized Debtor may obtain on or
after the Effective Date.

A full-text copy of the First Amended Disclosure Statement dated
February 25, 2019, is available at https://tinyurl.com/yxflqmtx
from PacerMonitor.com at no charge.

               About Massengill Investments

Massengill Investments LLC, doing business as Premier Tire & Auto
Service, is a privately held company in Cleveland, Tennessee in the
general automotive repair shop business.

Massengill Investments LLC, based in Cleveland, TN, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 18-10733) on Feb. 20, 2018.
The Hon. Shelley D. Rucker presides over the case.  In the
petition signed by Barry L. Massengill, member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
David J. Fulton, Esq., at Scarborough & Fulton, serves as
bankruptcy counsel to the Debtor.


MASTER PLAN: Owner's Sons Buying Brooklyn Property for $1.85MM
--------------------------------------------------------------
Master Plan Capital Improvements, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of New York to authorize its
Contract of Sale with Ted Solages and Gregory Solages, dated Feb.
6, 2019, in connection with the sale of the real property known as
and located at 715 DeKalb Avenue, Brooklyn, New York, Block 1775,
Lot 63, for $1.85 million, subject to higher and better offers.

The Debtor is the title owner of the real property.  The building
is a three-family house with the first and third floor occupied.
The Second floor apartment is vacant.  

The real property is encumbered by two mortgages.  Except for
quarterly fees and administrative legal fees to the Debtor's
counsel, the total debt of the estate is approximately $860,000.

The lien holder for the first mortgage had been Wells Fargo until
January 2019.  The Debtor and Wells Fargo entered into a cash
collateral stipulation which required payments of $4,508 to Wells
Fargo.  The Debtor is in compliance with the stipulation.
Specialized Loan Service ("SLS") is now the secured creditor in
first position in place of Wells Fargo.  The counsel for the Debtor
sent the counsel for SLS a proposed amended cash collateral
stipulation and is waiting for a reply.  The balance of the first
mortgages as of Dec. 7, 2018 was $839,883.

The second mortgage is held by Ditech with a balance due of
approximately $20,000.  The remaining debts of the estate
consisting of unsecured claims is less than $500.  The priority
claim no. 5 of New York City Department of Finance in the sum of
$8,842 is expected to be withdrawn or significantly reduced by the
return of the motion.

Turgot Solages is the 100% owner and only member of the Debtor LLC.
Mr. Solages is personally responsible for the total renovation of
715 DeKalb Avenue and has emotional feelings for the property.  The
market value of the real property is approximately $1.8 million.
The Debtor could sell the property for $1.8 million, satisfying the
mortgages, pay all the debts and administrative expenses and net
approximately $900,000.  Turgot Solages, as the 100% owner of the
Debtor, has decided to give his two sons Ted Solages and Gregory
Soalges, the Purchasers, a "gift of equity" of approximately
$690,000 rather than receive the surplus himself.

The contract price is $1.85 million.  Rosenberg, Musso & Weiner,
LLP are holding the down payment of $35,000 in escrow.  A sale
price of $1.85 million even with a "gift of equity" will allow the
Debtor to satisfy the two mortgages, pay all unsecured debt, any
priority claim and administration expenses of UST fees and counsel
fees.  Therefore, the Debtor and Mr. Solages have decided not to
ask higher offers.  

The Purchasers have received a credit approval letter from Loan
Depot.  Loan Depot as lender has advised the Purchasers, their
attorney and the Seller that a "gift of equity" is only permissible
when both the Seller and the Purchasers are individuals.
Therefore, a contract from the Debtor, a LLC to the Purchasers
would not be allowed.  The contact has Turgot Solages and/or Master
Plan Capital Improvements, LLC as the Seller.

The Debtor's counsel has discussed the situation with two title
companies and both have recommended the contract seller as being
the Debtor and Turgot Solages.  Two deeds nevertheless will be
required for recording.  One Deed from the Debtor to Turgot Solages
and a
second deed from Turgot Solages to his sons as the Purchasers.  All
parties wish full transparency with the Court, the creditors and
the lender.

The sale will be free and clear of all liens, claims, encumbrances
and interests, except as set forth in the Contract of Sale, to the
Purchaser or to such entity that submits a higher and better offer
at the Sale Hearing.

A hearing on the Motion is set for March 6, 2019 at 3:00 p.m.  The
objection deadline is March 1, 2019 at 1:00 p.m.

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

  http://bankrupt.com/misc/Master_Plan_31_Sales.pdf  

Master Plan Capital Improvements LLC, a real estate company based
in Brooklyn, New York, filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Case No. 18-43932) on July 6, 2018, listing total assets
of $1.80 million and total liabilities of $981,444.  The petition
was signed by Turgot Solages, managing member.  The Hon. Carla E.
Craig presides over the case.  Bruce Weiner, Esq., and Robert J.
Musso, Esq., at Rosenberg Musso & Weiner LLP, serve as counsel to
the Debtor.


MCDERMOTT INTERNATIONAL: S&P Lowers ICR to 'B', Outlook Negative
----------------------------------------------------------------
McDermott International Inc.'s 2018 performance was weaker than it
had previously expected due to additional charges on its Cameron
and Freeport LNG projects, its Calpine power project, and several
other negative operating items during the fourth quarter. S&P
anticipates 2019 free operating cash flow will be lower than
previously assumed and significantly negative.

On March 6, 2019, S&P Global Ratings lowered its issuer credit
rating on McDermott to 'B' from 'B+'. At the same time, S&P lowered
its issue-level ratings on McDermott's senior secured term loan to
'B+' from 'BB-' and its unsecured debt to 'CCC+' from 'B-'.

The downgrade reflects weaker-than-expected 2018 earnings due to
greater-than-expected losses on McDermott International Inc.'s
Cameron LNG, Freeport LNG, and Calpine gas power projects, as well
as other projects. The company changed its estimates for the
Cameron project due to lower-than-expected labor productivity and
higher subcontract, commissioning, and construction management
costs. On the Freeport project, loss expectations increased because
the company lowered its estimate of claim proceeds associated with
damages from Hurricane Harvey in 2018. S&P now expects free
operating cash flow (FOCF) to be significantly negative in 2019.
Weak operating performance will likely persist in the first quarter
but improve in the second half of the year. As such, S&P
anticipates the negative cash flow from the three projects
mentioned above will reduce throughout the year.

The negative outlook on McDermott reflects S&P's expectation for
significant cash outflows in 2019 following a number of changes to
loss estimates on several of its projects.

"We could lower our rating on McDermott if its FOCF does not
improve over the next 12 months, such that 2019 cash outflows are
greater than we currently expect or 2020 cash flows remain
negative. This could occur if, for example, the company incurs
greater-than-expected project losses. Additionally, we could lower
our rating if the company encounters unexpected integration
challenges or cannot successfully execute its asset sales or if
proceeds and debt reduction are much lower than we expect," S&P
said.

"We could revise our outlook to stable if FOCF to adjusted debt
improves significantly and averages close to 5%. This could occur
if the company executes its contracts without any further major
cost overruns or project losses, using proceeds from pending asset
sales to repay debt balances," S&P said.


MICHAEL HANCOCK: City Buying Petal Parcel for $1K
-------------------------------------------------
Michael Sean Hancock asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the sale of a
triangular parcel of undeveloped real estate located at the
intersection of Corinth Road, Smithville Road and Trystan Dr. in
Petal, Mississippi, identified as Parcel # 3-030I-12-006.00 in the
land records of Forrest County, Mississippi, to the City of Petal
for $1,000 plus the attorneys' fees and expenses associated with
obtaining Court permission for the sale.  

There are currently no liens or encumbrances on the Parcel.

All taxes are to be prorated as of the settlement.  They will be
current at Closing date.  The Debtor will transfer any mineral
rights which is possesses in the real property to the Buyer.  The
special liens and/or assessments against the property will be paid
by the Debtor.  Possession of said property is to be delivered to
the Buyer within 21 calendar days of the effective date of the
Contract.

Consideration of the factors weighs in favor of authorizing the
sale.  The sale price of the Parcel is reasonable considering the
limited available use for the Parcel.  Hancock's creditors will be
given adequate notice of the sale, and there are no insiders who
will benefit from the sale to the City of Petal.

Considering the exigencies, the Debtor asks the Court to find good
cause exists to authorize the consummation of the sale without
subjecting the order to a stay of execution, as permitted under
Rules 7062 and 6004(h) of the Federal Rules of Bankruptcy
Procedure.

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

   http://bankrupt.com/misc/Michael_Hancock_65_Sales.pdf

Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 18-51989) on Oct. 11, 2018.  The Debtor tapped
Jarrett Little, Esq., at Lentz & Little, PA, as counsel.


MICROVISION INC: Incurs $27.3 Million Net Loss in 2018
------------------------------------------------------
MicroVision, Inc., has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$27.25 million for the year ended Dec. 31, 2018, compared to a net
loss of $25.48 million for the year ended Dec. 31, 2017.

Revenue for the fourth quarter of 2018 was $1.8 million, compared
to $2.3 million for the fourth quarter of 2017.  MicroVision's net
loss for the fourth quarter of 2018 was $11.9 million, or $0.13 per
share, compared to a net loss of $8.1 million, or $0.10 per share
for the fourth quarter of 2017.

Revenue for full year 2018 was $17.6 million, compared to $9.6
million for full year 2017.  

"We made tremendous progress in 2018 and are very excited by the
sales opportunities we have for 2019," said Perry Mulligan,
MicroVision's chief executive officer.  "By advancing our core
technology, products, company culture and our ability to execute we
have positioned the company to deliver our technology and solutions
to multiple OEMs in 2019."

The company has implemented Revenue Standard ASC 606 for the year
beginning Jan. 1, 2018.  The Company transitioned to the new
standard using the full retrospective approach, and per the
standard, historical periods have been adjusted as if the new
standard was in place for historical periods.

As of Dec. 31, 2018, the Company had $23.03 million in total
assets, $18.91 million in total liabilities, and $4.11 million in
total shareholders' equity.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2018.  The auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.

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

                     https://is.gd/rCfl2p

                       About MicroVision

Based in Redmond, Washington, MicroVision, Inc. --
http://www.microvision.com/-- is the creator of PicoP scanning
technology, an ultra-miniature laser projection and sensing
solution for mobile consumer electronics, automotive head-up
displays and other applications.  PicoP scanning technology is
based on the Company's patented expertise in micro-electrical
mechanical systems (MEMS), laser diodes, opto-mechanics, and
electronics and how those elements are packaged into a small form
factor, low power scanning engine that can display, interact and
sense, depending on the needs of the application.


MLW LLC: Exclusive Plan Filing Period Extended Until May 13
-----------------------------------------------------------
Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which MLW, LLC has
the exclusive right to file a Chapter 11 plan through May 13, and
to solicit acceptances for the plan through Aug. 12.

                          About MLW LLC

MLW, LLC, is a lessor of real estate in Boynton Beach, Florida.  It
is the fee simple owner of a real property located at 10207 100th
Street, South Boynton Beach, Florida, valued by the company at $1
million.

MLW, LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018.  In the
petition signed by Mark L. Woolfson, managing member, the Debtor
disclosed $1.06 million in assets and $1.22 million in liabilities.
Judge Erik P. Kimball presides over the case.

Alan R. Crane, Esq., at Furr & Cohen, P.A., serves as the Debtor's
bankruptcy counsel; and Nason, Yeager, Gerson, White & Lioce, PA,
as special counsel. The Debtor employs Pavlik Realty LLC and the
firm's principal Mitchell Pavlik to either sell or secure a tenant
for its real property located at 10207 100th Street South, Boynton
Beach, Florida.


MONGE PROPERTY: Tran & Lam Buying Los Angeles Property for $730K
----------------------------------------------------------------
Monge Property Investments, Inc., asks the U.S. Bankruptcy Court
for the Central District of California to authorize the sale of the
real property located at 5908 Fayette Street, Los Angeles,
California to Quay Tran and Linda Lam for $730,000, subject to
overbid at the hearing, free and clear of all liens, claims and
interests.

The Debtor owns and operates three parcels of residential real
property: (i) 5908 1/2 Fayette St., Los Angeles, CA 90042 (single
family residence); (ii) the Property (4 units); and (iii) 942-44
Marine Ave., Wilmington, CA 90744 (10-unit apartment).  The
Debtor's sole shareholder and President is Ruben Monge, Jr.  

As set forth in the Debtor's Plan, it intended on using the funds
from the sale of both Fayette St. properties to fund its Plan.
However, because the previously approved sale did not close, the
Debtor was unable to file its motion to confirm -- it would have
been unable to show feasibility without the funds generated from
the real property sales.  Nevertheless, the sale price of the
4-unit Property will be sufficient to fund the Plan.

The Property was initially listed for sale at $1.05 million on Aug.
2, 2018 and the Debtor thereafter made the following decreases in
the asking price due to non-activity: $950,906 on Oct. 29, 2018 and
$799,906 on Jan. 7, 2019.  Since listing the property, the Debtor
received five offers below asking price and made counteroffers to
these various prospective buyers.  After extensive negotiations
between the parties, the Debtor accepted the offer of the Buyers,
married individuals that are entirely unrelated to the Debtor, to
purchase the Property for $730,000.  They executed Residential
Purchase Agreement.

The principal terms of agreement are:

     (1) Purchase price is $730,000;  

     (2) The Buyers will deposit $10,000 into escrow;

     (3) The Buyers are making a down-payment of $136,000 and will
finance the remaining $584,000;

     (4) Escrow is to close within 45 days from the opening of
escrow (Jan. 21, 2019) but subject to prior Court approval of the
sale.

As set forth in the Listing Agreement, the Broker will be
compensated 4.5% of the purchase price of the Property or will
share in the commission with a prospective buyer's agent/broker
(2.25% each).  The Broker will post information about the Motion on
the MLS and
various websites to notify any potential overbidders of the hearing
date and the Bankruptcy procedures required for the sale of the
Property.

The proposed sale will produce funds to pay the following: (i)
Broker commission (4.5%) - $32,850; (ii) other estimated closing
costs (including but not limited to escrow and title charges,
government recording and transfer charges, etc.) [approx. 2%] -
$14,600; (iii) Los Angeles County Treasurer and Tax Collector
(approximate amount from recent email correspondence from counsel,
plus redemption penalty/interest and any fees, costs, or charges
that LACTTC is entitled to) - $59,865; (iv) JPMorgan Chase Bank,
N.A. (pursuant to Plan Treatment Stipulation entered into between
the parties; Docket No. 694 and Order thereon is at 702) -
$162,537.  Remaining Proceeds of Sale will be $492,998.

The projected sale of the Property will result in a large influx of
funds that will enable the Debtor to pay all administrative and
priority claimants in full and the Plan effective date payments, as
follows: (i) Resnik Hayes Moradi LLP (Admin.) (estimated) -
$30,000; (ii) Valensi Rose PLS (Admin.) - $119,429; (iii) Payne
Financial Forensics (Admin.) - $7,205; (iv) IRS (Admin.) -
$136,938; (v) LACTTC (Admin.) - $80,269; (vi) IRS (Priority) -
$46,544; (vii) FTB (Priority) - $11,502; (viii) LAHCID (Priority) -
$37,248; (ix) LACTTC (property tax arrears) (2; 60 months) -
$1,562; and (x) Unsecured creditors (4; 60 months) - $1,312. The
Total Effective Date Payments will be $472,009.

The Debtor will thereafter fund the remaining Plan claimants and
its ordinary operating expenses with the rental income from the
10-unit building at 942-44 Marine Ave., Wilmington, CA 90744 and
will likely continue to market its single family residence located
at 5908 1/2 Fayette St., Los Angeles, CA 90042 for sale.

The Debtor proposes the following overbidding procedures:

     (1) The initial overbid must be at least $15,000 more than the
initial bid of $730,000.  The overbid must be on substantially the
same terms as set forth in the complete Residential Purchase
Agreement.

     (2) Overbid increments will be $5,000 after the initial
overbid.

     (5) Escrow is to close within 45 days from the opening of
escrow (Jan. 21, 2019) but subject to prior Court approval of the
sale.  Any successful overbidder must be able to close by the
Proposed Closing Date.

     (4) Any party wishing to overbid on the Property during the
hearing on the Motion must contact the Debtor's counsel at least 72
hours prior to the hearing and provide evidence of available
financial resources such as funds and/or proof of ability to
finance up to the overbidder's maximum bid to the Debtor's
reasonable satisfaction.   

     (5) Any overbidder wishing to overbid on the Property during
the hearing must also submit, before the time of the hearing, a
deposit for the purchase of the Property, by cashier's check or
other cash equivalent in the amount of at least $10,000 made
payable to "RESNIK HAYES MORADI LLP CLIENT TRUST ACCOUNT."  The
successful overbidder's deposit will be applied towards the
purchase of the Property, and will not be refunded in the event the
overbidder cannot successfully close escrow pursuant to the terms
of the sale.

     (6) If an agent/broker brings a prospective bidder who is
ultimately the successful bidder and to whom the sale is approved,
that agent/broker will share in the commission with Broker; the
total commission will not exceed 4.5% (2.25% even split between
them), on the terms set forth in the Listing Agreement.

The sale will be free and clear of all liens, claims, and
interests.  It will pay the Los Angeles County Treasurer and Tax
Collector and JPMorgan Chase Bank, N.A. in full and Debtor does not
believe that there exist any other liens against the Property. No
entity or party interest has filed a Proof of Claim asserting a
claim against the Property.

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

     http://bankrupt.com/misc/Monge_Property_757_Sales.pdf

The Debtor respectfully submits that the proposed sale is in the
best interest of the estate and all creditors as the sale will
generate a significant profit for the estate.  It will deposit the
net proceeds of the sale into its DIP general bank account for the
benefit of the estate and all creditors.  

Finally, the Debtor asks the Court to waive the 14-day stay of
Bankruptcy Rule 6004(h) to permit it to proceed with the close of
escrow on the sale as soon as possible.

A hearing on the Motion is set for March 6, 2019 at 11:00 a.m.
Objections, if any, must be filed at least 14 days prior to the
scheduled hearing date on the Motion.  The Plan confirmation
hearing is currently set for the same date and time as the hearing
on the Motion.

               About Monge Property Investments

Monge Property Investments, Inc., sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 12-29275) on May 31, 2012.  In the
petition signed by Ruben Monge, Jr., president, the Debtor
estimated assets in the range of $1 million to $10 million and up
to $500,000 in debt.  

Judge Thomas B. Donovan is assigned to the case.  

On April 9, 2018, an order granting a motion to withdraw Valensi
Rose, PLC, as counsel was entered.  The Debtor filed the
substitution of attorney on April 13, 2018.  Simon Resnik Hayes
LLC, is presently serving as counsel to the Debtor.

The Debtor's Second Amended Disclosure Statement Describing Second
Amended Chapter 11 Plan of Reorganization was approved by the Court
on Aug. 20, 2018.

On Aug. 22, 2014, the Court appointed Vu Ly and REMAX 6000 Realty
as Real Estate Broker for the Estate.


MURRAY ENERGY: S&P Cuts Issuer Credit Rating to CCC+, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings on March 6 lowered its issuer credit rating on
U.S.-based coal producer Murray Energy Corp. to 'CCC+' from 'B-'.
The outlook is negative.

Murray's 1.5-lien and second-lien debt is trading at a deep
discount to par, which heightens the risk of a distressed exchange
or restructuring, according to S&P.  The company has $440 million
in debt due in 2021 as the thermal coal industry faces limited
access to credit markets.

S&P also lowered the issue-level ratings on Murray's $1.58 billion
B-2 and $159 million B-3 first-lien term loans due 2022 to 'CCC+'
from 'B-'; the recovery rating on this debt remains '3'. At the
same time, S&P lowered the issue-level ratings on the company's
$494.4 million outstanding 1.5-lien senior notes due 2024 and $312
million second-lien notes outstanding due 2021 to 'CCC-' from
'CCC'; the recovery rating on this debt remains '6'.

"Finally, we lowered the ratings on the company's outstanding $51
million term loans B-2 and B-3 term loans that did not participate
in the exchange transaction completed in June 2018 to 'CCC-' from
'CCC'; the recovery rating on this debt remains '6'," S&P said.

"The downgrade reflects our view that Murray is at heightened risk
of distressed exchange or other restructuring leading up to the
2021 maturities, considering that Murray's 1.5-lien and second-lien
debt (totaling $860 million outstanding) is trading at about a 50%
discount to par. In addition, as of year-end 2018, we estimate
Murray's adjusted debt was approximately $5.2 billion (including $2
billion in pension and postretirement obligations). We do not
expect the company will have sufficient sources of liquidity to
meet about $440 million that is coming due in 2021 ($402 million in
second-lien notes and first-in, last-out [FILO] term loan due in
2021, $18 million of required amortization payments, and $22
million of equipment financing leases)," S&P said.

S&P said the negative outlook indicates its view that Murray could
pursue a distressed exchange offer as liquidity pressures mount
leading up to the 2021 maturities. The company's 1.5-lien and
second-lien debt is trading at about a 50% discount to par, which
would pose refinancing risks in challenging credit markets.

"We could lower the rating on Murray if the company announced a
debt exchange or continued to buy back debt principal at a discount
to par. We would ultimately lower the issuer rating to 'SD' if the
company exchanges or buys back a meaningful amount of debt," S&P
said.


NATURE'S SECOND CHANCE: Files Chapter 11 Plan of Liquidation
------------------------------------------------------------
Nature's Second Chance Hauling, LLC, filed a Chapter 11 plan of
liquidation and accompanying disclosure statement.

Class 2: Unsecured Claim are impaired. Each holder of an Allowed
General Unsecured Claim shall receive its Pro Rata share of
remaining Cash. Distributions to holders of Allowed General
Unsecured Claims shall be made as soon as practicable as the
Liquidating Trustee may determine in its sole discretion.

Class 1: Secured Claims are impaired. Each holder of an Allowed
Secured Claim shall receive, at the sole option of the Liquidating
Trustee, Cash up to the full amount of such Allowed Secured Claim
or the collateral securing its Allowed Secured Claim, on or as soon
as practicable after the latest to occur of (i) the Effective Date;
(ii) the first Business Day after the date that is ten (10)
Business Days after the date such Claim becomes an Allowed Other
Secured Claim; and (iii) the date or dates agreed to by the
Liquidating Trustee and the holder of the Allowed Secured Claim.

Class 3: Subordinated Claims are impaired. Holders of Allowed
Claims in Class 3 will receive no distributions under the Plan.

Class 4: Equity Interests are impaired. The holders of Allowed
Interests in Class 4 shall receive no distributions under the Plan,
and all such interests shall be deemed cancelled upon the Effective
Date.

A full-text copy of the Disclosure Statement dated February 25,
2019, is available at https://tinyurl.com/y39t4hlu from
PacerMonitor.com at no charge.

              About Nature's Second Chance Hauling

Nature's Second Chance Hauling, LLC, based in Alton, Illinois, is a
privately-held company that provides specialty trucking services to
a number of Fortune 500 Companies throughout the United States.

Nature's Second Chance Hauling sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-30328) on
March 19, 2018.  

In the petition signed by Vern Van Hoy, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.

The Debtor tapped Heplerbroom LLC as its legal counsel.

The U.S. Trustee for Region 10 on April 25, 2018, appointed two
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case.  The committee members are: (1) Ryder
System, Inc.; and (2) Hogan Truck Leasing, Inc.


NEONODE INC: Incurs $3.1 Million Net Loss in 2018
-------------------------------------------------
Neonode Inc. has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss attributable to
the Company of $3.06 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company of $4.70 million
for the year ended Dec. 31, 2017.

"We have experienced substantial net losses in each fiscal period
since our inception.  These net losses resulted from a lack of
substantial revenues and the significant costs incurred in the
development and acceptance of our technology.  Our ability to
continue as a going concern is dependent on our ability to
implement our business plan.  If our operations do not become cash
flow positive, we may be forced to seek sources of capital to
continue operations.  No assurances can be given that we will be
successful in obtaining such additional financing on reasonable
terms, or at all.  If adequate funds are not available when needed
on acceptable terms, or at all, we may be unable to adequately fund
our business plan, which could have a negative effect on our
business, results of operations, and financial condition," the
Company said in the SEC filing.

Net revenue for fiscal 2018 was $8.5 million, a 17% decrease,
compared to 2017.  License fee revenues decreased by 8% year over
year, primarily due a 30% decrease from the Company's e-Reader and
a 24% decrease from the Company's automotive customer, which was
partially offset by a 3% increase in its printer revenues.
Non-recurring engineering fees decreased 52% year over year, due to
a more focused acceptance criterion for custom design projects.
License and NRE fees represented 93% and 4% of total revenue in
2018 compared to 85% and 7% in 2017, respectively.

In the fourth quarter of 2018, total net revenues were $2.4
million, a 23% increase compared to the third quarter of 2018 and a
28% decrease compared to the same period in 2017, respectively.
License and NRE fees represented approximately 96% and 2% of total
revenue in the fourth quarter of 2018 compared to 83% and 15% in
the third quarter of 2018 and a 77% and 17% in the same quarter of
2017, respectively.

The Company's combined total gross margin was 89% in 2018 compared
to 77% in 2017.  The increase in 2018 is primarily due to AirBar
inventory reserves recorded in cost of goods in 2017.  Throughout
2018, the Company continued to reduce its cost structure which is
reflected in a 14% decrease in operating expenses to $11.5 million
for fiscal 2018 compared to $13.4 million for fiscal 2017.

In fiscal 2018, the Company's operations used $2.9 million of cash,
a 49% decrease from fiscal 2017.  Its fourth quarter 2018
operations used $0.6 million of cash compared to $0.8 million for
the third quarter 2018 and $0.9 million for the fourth quarter of
2017.

Cash and accounts receivable totaled $8.4 million and working
capital was $8.2 million at Dec. 31, 2018 compared to $6.8 million
and $6.2 million at Dec. 31, 2017, respectively.

As of Dec. 31, 2018, Neonode had $13.24 million in total assets,
$3.44 million in total liabilities, and $9.79 million in total
stockholders' equity.

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

                        https://is.gd/Ze7Rz6

                            About Neonode

Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops,
manufactures and sells advanced sensor modules based on the
company's proprietary zForce AIR technology.  Neonode zForce AIR
Sensor Modules enable touch interaction, mid-air interaction and
object sensing and are ideal for integration in a wide range of
applications within the automotive, consumer electronics, medical,
robotics and other markets.  The company also develops and licenses
user interfaces and optical interactive touch solutions based on
its patented zForce CORE technology.  To date, Neonode's technology
has been deployed in approximately 67 million products, including 4
million cars and 63 million consumer devices.  The company is
headquartered in Stockholm, Sweden and was established in 2001.


NEW HOME: S&P Alters Outlook to Negative on Elevated Leverage
-------------------------------------------------------------
Aliso Viejo, Calif.-based homebuilder The New Home Co. Inc.'s
leverage has risen to 10.0x and its debt to capital to 63% as the
company continues to draw on its revolver to fund land spending and
new community development. S&P Global Ratings said the company
underperformed its earnings expectations for 2018 because of
construction delays and lower closings, which could continue in
2019.

On March 6, 2019, S&P revised its outlook on The New Home Co. to
negative from stable and affirmed the 'B-' issuer credit rating on
the company and the 'B-' issue-level rating on its senior unsecured
notes. The recovery rating on the notes remains '3'.

S&P revised the outlook on New Home Co. to negative because
deteriorating credit metrics over the last 12 months make the
company reliant on improved performance in 2019 to support
liquidity for the 2020 revolving credit facility maturity. The
company has seen a spike in leverage, missing its previous EBITDA
expectations by $15 million and ending the year with $67.5 million
drawn on its revolver to fund land spending and growth initiatives.
The company's leverage was 10.0x debt to EBITDA as of Dec. 31, 2018
compared to 6.7x the year prior. Additionally, The New Home Co.'s
net debt to capital was 63% at year-end 2018 compared to 56% the
previous year. Its 2018 homebuilding revenue fell 10% and EBITDA
declined by $10 million because of various construction delays,
preventing the opening of The New Home Co.'s Phoenix communities,
which are potentially delayed until 2020, as well as the company's
Seabluff condominium project in Playa Vista, California, postponed
until the first half of 2019.

S&P Global Ratings' negative outlook on The New Home Co. reflects
its view that continued weak performance in the first few quarters
of 2019 would hamper deleveraging plans ahead of maturities in
2020, relying on favorable land sales to meet fixed charge and
interest needs. S&P believes the company's liquidity is constrained
by elevated borrowings in its revolver to support expansion and
community development. The company will depend on a working capital
release in the second half of 2019 to maintain capacity to cover
$28 million in projected interest payments and its financial
covenant requirements.

A downgrade is likely within the next 12 months if The New Home Co.
has weaker-than-expected closings and land sales over the next few
quarters resulting in the company's cash requirements exceeding its
cash inflows. In such a scenario, S&P believes EBITDA interest
coverage falls below 1.0x, and covenants prevent the company from
being able to draw on its revolver to meet interest and fixed
charge payments.

S&P could revise its outlook to stable if The New Home Co. is able
to able to successfully implement its sales mix strategy, such that
deliveries increase 15% in 2019 to offset the expected drag of
declining ASPs on revenue, and net land sales total $35 million. In
such a scenario, S&P believes the company will generate the $28
million cash required for interest payments, EBITDA interest
coverage approaches 2x, and company has sufficient liquidity to
reduce debt ahead of its September 2020 maturity.


NEXTERA ENERGY: S&P Affirms BB Rating on Operating Unit Unsec. Debt
-------------------------------------------------------------------
S&P Global ratings on March 5 said that NextEra Energy Partners
L.P.'s (NEP) announcement of a joint venture (JV) portfolio
financing with KKR & Co. does not affect its 'BB' issuer credit
rating on the company.

S&P affirmed its 'BB' issue-level ratings on NextEra Energy
Operating Partners L.P.'s senior unsecured debt.  The '3' recovery
rating is unchanged, reflecting S&P's expectation for meaningful
(50%-70%); rounded estimate: 65%) recovery in the event of a
payment default.

NEP is buying 611 megawatts (MW) of a renewable portfolio from
subsidiaries of NextEra Energy Resources LLC and contributing four
wind assets it owns into the JV (Tuscola Bay, Canyon, Stateline,
and Ashtabula III). In aggregate, the JV will have $135
million-$150 million of EBITDA available for debt service (CFADS)
after portfolio assets are recapitalized and deleveraged. The total
cash outlay for the transaction is about $1.25 billion, with $900
million from KKR as equity and NEP cash on hand/at-the-market
proceeds as well as some convertible debt capacity to fund the $350
million.

The composition of the assets acquired is consistent with NEP's
portfolio; they have long-term contracted wind and solar assets
with weighted-average contracts of 15.2 years compared to NEP's 17
years. Consequently, S&P does not anticipate that the JV would
affect NEP's business risk profile.

Under the JV agreement, NEP will retain 95% of project cash flow
for the initial six years, with KKR receiving 5%. Thereafter,
project cash flow flips 1% to NEP and 99% to KKR. NEP has the sole
option to purchase the JV for a predetermined internal rate of
return yield to KKR, including cash flow KKR receives though the
initial six years. Specifically, NEP has the option to begin
purchasing partial interests in the JV after 3.5 years, and cannot
buy out the investor entirely until after 5.5 years.

Notably, KKR does not have a put option to NEP on the portfolio.
The buyout can be paid up to 100% NEP units based on the 10-day
weighted-average price at notice. Importantly, S&P notes that KKR
can require 30% of the purchase proceeds in cash.

"While we see the JV structure as offering options and flexibility
to NEP, we see the potential cash payment as imputed debt. We see
the annual 5% share of CFADS to KKR akin to interest payments and
the potential cash payment at portfolio purchase akin to repayment
of debt. As a result, with KKR able to require 30% of the payment
in cash, we will impute that amount as debt for this transaction,"
S&P said. Still, with about $140 million in expected EBITDA, S&P
sees no change in the company's financial risk profile.

From NEP's perspective, the JV portfolio demonstrates its continued
access to sizable financing alternatives with third-party
investors. This would help NEP exceed its CFADS growth for the
year, dropping its run-rate payout ratio, which mitigates NEP from
risks such as Pacific Gas & Electric Co. (PG&E)-related headwinds
(payout ratio less than 90% when increasing 15% in 2019 and
assuming no PG&E cash flow). It also gives NEP flexibility to
assess the long-term performance of the assets before it has to
commit to buy them.

That said, given the significant flip, S&P believes NEP has
incentive to buy the JV. S&P notes though that NEP's priority on
cash flows in the early years allows for a recovery and return of
its investment, NEP's share of cash flow falls to 1%.

In terms of demonstrating its commitment to a strong balance sheet,
NEP has sought out and financed the growth of the company with
equity structures, and managed its holding company-level debt. Even
if required to pay 30% of purchase proceeds in cash, NEP could
eventually finance the payment through cash on hand or
project-level debt. If the company should do so, S&P may remove
this debt imputation (S&P's project developer methodology
deconsolidates project-level debt) and instead reflect the cash
flow subordination in project-level quality of cash flow.

  RATINGS LIST

  NextEra Energy Partners L.P.
   Issuer Credit Rating       BB/Stable/--

  Ratings Affirmed

  NextEra Energy Operating Partners L.P.
   Senior Unsecured           BB
    Recovery Rating           3(65%)


NOBLE REY: To Sell Assets to Fund Chapter 11 Plan
-------------------------------------------------
Noble Rey Brewing Co, LLC, filed a Chapter 11 plan and accompanying
disclosure statement proposing to sell all of its assets to provide
a dividend to the unsecured creditors of the Debtor.

Class 5 Claimants (Allowed Unsecured Creditors) are impaired. Class
5 creditors shall share pro rata in the unsecured creditors pool.
The Debtor shall pay all remaining proceeds from the sale to the
Class 5 creditors after payments to the Class 1 2 and 3 creditors.

Class 3 Claimants (Allowed Secured Claim of Chase Bank) is
impaired. The Debtor executed that certain U.S. Small Business
Administration Note dated September 30, 2014, in favor of JP Morgan
Chase Bank in the original principal amount of $593,100.  The Note
was secured by a Commercial Security Agreement also dated September
30, 2014, granting Chase a security interest in certain equipment
and other collateral more fully described in the Commercial
Security Agreement. Chase has filed a Proof of Claim asserting a
secured claim in the amount of $300,000 and an unsecured claim in
the amount of $402,651.68. The Debtor shall pay Chase $200,000 in
the Effective Date in full satisfaction on the Chase Secured Claim.
Chase shall have a Class 5 claim in the amount of $502,651.68.

Class 4 Claimants (Allowed Secured Claim of Ascentium Capital) is
impaired. On or about March 10, 2017 the Debtor executed that
certain Equipment Finance Agreement with Pinnacle Capital Partners
in the original principal amount of $133,356 for the purchase of
that certain Yellow Jacket Auto-Can Depalletizer and a LinCan 35
Complete Servo Canning System.
In November 2018, the Debtor sold the Ascentium Collateral. The
Ascentium Claim shall be treated as a Class 5 creditor.

Class 6 Claimants (Equity Interest Holder Claims) are impaired.
All Allowed Equity Interest Holder Claims shall have their
interests cancelled as a result of this Plan.

A full-text copy of the Disclosure Statement dated February 27,
2019, is available at https://tinyurl.com/y6z7gt32 from
PacerMonitor.com at no charge.

                   About Noble Rey Brewing Co.

Noble Rey Brewing Co., LLC, owns and operates a taproom offering
homemade beers, ciders & meads, other local brews & regular live
music.

Noble Rey Brewing Co., LLC, filed its Voluntary Petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D.
Tex. Case No. 18-34214) on Dec. 19, 2018.  In the petition signed
by Chris Rigoulot, managing member, the Debtor estimated $50,000 in
assets and $1 million to $10 million in liabilities.  The Debtor's
counsel is Eric A. Liepins, P.C.


NORTHERN BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Northern Boulevard Automall, LLC
          dba Long Island City Volkswagen
        56-15 Northern Boulevard
        Woodside, NY 11377

Business Description: Northern Boulevard Automall, LLC dba
                      Long Island City Volkswagen --
                      https://www.licvw.com -- is a dealer of new
                      and used Volkswagen vehicles in Woodside,
                      New York.  The Company also offers
                      Volkswagen service parts, accessories, and
                      provides repair services.

Chapter 11 Petition Date: March 7, 2019

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

Case No.: 19-41348

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Robert J. Spence, Esq.
                  SPENCE LAW OFFICE, P.C.
                  55 Lumber Road, Suite 5
                  Roslyn, NY 11576
                  Tel: (516) 336-2060
                  Fax: (516) 605-2084
                  Email: rspence@spencelawpc.com

Total Assets: $5,851,178

Total Liabilities: $9,008,267

The petition was signed by Nikolaos Letsios, managing member.

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/nyeb19-41348.pdf


NORTHERN OIL: Reports a 79% Increase in 2018 Proved Reserves
------------------------------------------------------------

   * Total proved reserves increased 79% to 135.5 million barrels
     of oil equivalent ("MMBoe"), 83% crude oil, with an
     associated PV-10 of $2.18 billion.

   * Total proved reserves increased 38% before giving credit for
     the acquisitions announced and closed in 2018.

   * Proved developed reserves increased 64% to 76.2 MMBoe, with
     an associated PV-10 of $1.52 billion.

   * Proved undeveloped reserves included 97.9 net drilling
     locations, reflecting an average of less than 20 net organic
     wells per year over the five year drill schedule limitation,
     compared to the approximately 31 net organic wells that
     Northern added to production during 2018.

Northern Oil and Gas, Inc.'s total proved reserves at Dec. 31, 2018
increased 79% to 135.5 million barrels of oil equivalent with an
associated PV-10 value of $2.18 billion.  Reserves are calculated
under SEC guidelines relating to both commodity price assumptions
and a maximum five year drill schedule.  Northern's proved reserves
are located entirely in the Williston Basin in North Dakota and
Montana and do not include or reflect the value of Northern's open
crude oil hedge contracts.

"This reserve report highlights the strength of Northern's organic
assets as proved reserves grew 38% before any contribution from
2018 acquisitions," commented Northern's Chief Executive Officer,
Brandon Elliott.  "Northern's size allows our non-operated business
model to actively manage and strategically deploy capital in the
Williston Basin to seek the highest returns possible as the play
evolves.  These advantages allow Northern to increase its core
drilling inventory and generate higher returns in a manner not
necessarily available to an operated business model."

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

                      https://is.gd/p5S0xw

                       About Northern Oil

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

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


OHA CREDIT IX: S&P Raises Class E Notes Rating to BB+ (sf)
----------------------------------------------------------
S&P Global Ratings on March 5 raised its ratings on the class
B-1-R, B-2, C, D-R, and E notes from OHA Credit Partners IX Ltd.
and removed these ratings from CreditWatch, where it placed them
with positive implications on Dec. 20, 2018. At the same time, S&P
affirmed its 'AAA' rating on the class A-1-R and A-2-R notes from
the same transaction.

The rating actions follow S&P's review of the transaction's
performance using data from the Jan. 1, 2019, trustee report.

The upgrades reflect the transaction's $182.43 million in
collective paydowns to the class A-1-R and A-2-R notes since S&P's
April 20, 2017, rating actions. These paydowns resulted in improved
reported overcollateralization (O/C) ratios since the March 1,
2017, trustee report, which it used for its previous rating
actions:

-- The class A/B O/C ratio improved to 170.08% from 139.31%.
-- The class C O/C ratio improved to 138.05% from 123.72%.
-- The class D O/C ratio improved to 120.94% from 114.12%.
-- The class E O/C ratio improved to 111.87% from 108.61%.

The upgrades reflect the improved credit support at the prior
rating levels, and the affirmations reflect S&P's view that the
credit support available is commensurate with the current rating
level. In addition, this portfolio has experienced large paydowns
and prepayments, decreases in scenario default rates, increases in
weighted average recovery rates, and a one-notch increase of the
overall portfolio's weighted average rating. Furthermore, exposure
to assets from distressed sectors have remained low.

On a stand-alone basis, the results of the cash flow analysis
indicated a higher rating on the class D-R notes. However, because
the transaction currently has seen an increased exposure to 'CCC'
rated collateral obligations, a slight deterioration in weighted
average spread, and some decline in total par, S&P limited the
upgrade on this class to preserve cushion in order to offset future
potential credit migration in the underlying collateral and growing
concentration risks.

S&P's review of this transaction included a cash flow analysis,
based on the portfolio and transaction as reflected in the
aforementioned trustee report, to estimate future performance. In
line with its criteria, S&P's cash flow scenarios applied
forward-looking assumptions on the expected timing and pattern of
defaults, and recoveries upon default, under various interest rate
and macroeconomic scenarios. In addition, S&P's analysis considered
the transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis -- and other qualitative factors as applicable --
demonstrated, in S&P's view, that all of the rated outstanding
classes have adequate credit enhancement available at the rating
levels associated with these rating actions.

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

  RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

  OHA Credit Partners IX Ltd.
                    Rating
  Class         To            From
  B-1-R         AAA (sf)      AA+ (sf)
  B-2           AAA (sf)      AA+ (sf)
  C             AA+ (sf)      A+ (sf)
  D-R           A (sf)        BBB- (sf)
  E             BB+ (sf)      BB- (sf)

  RATINGS AFFIRMED
  OHA Credit Partners IX Ltd.
  Class         Rating
  A-1-R         AAA (sf)
  A-2-R         AAA (sf)


OUTLOOK THERAPEUTICS: Amends Form S-1 Registration Statement
------------------------------------------------------------
Outlook Therapeutics, Inc. has filed with the Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the offering of $50.0 million of its shares of common
stock.

Outlook Therapeutics' common stock is listed on The Nasdaq Capital
Market, or Nasdaq, under the symbol "OTLK."  On March 5, 2019, the
last reported sale price of the Company's common stock on Nasdaq
was $1.05 per share.  The public offering price per share will be
determined between the Company, the underwriters and investors
based on market conditions at the time of pricing, and may be at a
discount to the current market price of its common stock.

The Company intends to use the net proceeds from this offering,
together with its existing cash resources as follows:

    * approximately $30.0 million to fund the Phase 3 clinical
      trials of ONS-5010 for wet AMD, DME and BRVO;

    * approximately $8.5 million to repay outstanding principal
      and accrued interest on its 5% senior secured notes due June
      2019 as required by the terms of a November 2018 amendment,
      which notes are currently convertible at the option of the
      holders and have an aggregate outstanding principal and
      accrued interest balance of approximately $8.5 million as of

      the date of this prospectus; and

    * the remainder for general corporate purposes and funding our

      working capital needs.

Oppenheimer & Co. serves as the sole book-running manager and
Aegis Capital Corp. is the co-manager.

A full-text copy of the amended prospectus is available for free
at: https://is.gd/YLMXdz

                       About Outlook Therapeutics

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

Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.  As of Dec. 31,
2018, the Company had $18.70 million in total assets, $40.17
million in total liabilities, $4.88 million in total convertible
preferred stock, and a total stockholders' deficit of $26.35
million.

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


OUTLOOK THERAPEUTICS: BioLexis Pte Has 79.5% Stake as of Jan. 2
---------------------------------------------------------------
BioLexis Pte. Ltd., Ghiath M. Sukhtian, and Arun Kumar Pillai
disclosed in a Schedule 13D/A filed with the Securities and
Exchange Commission that as of Jan. 2, 2019, they beneficially own
108,073,947 shares of common stock of Outlook Therapeutics, which
represents 79.5 percent of the shares outstanding.  This percentage
is calculated based upon 85,091,062 Shares outstanding as set forth
in the Issuer's Annual Report on Form 10-K for the period ending
Sept. 30, 2018, as filed with the SEC on Dec. 18, 2018, plus (1)
the 4,288,624 Shares acquired by BioLexis on Jan. 2, 2019, (2)
warrants to purchase an aggregate of 37,262,820 Shares, and (3)
9,329,248 Shares underlying the Preferred Stock.

The Reporting Persons have filed the amendment to (i) correct the
dividend share amounts previous reported in Amendment No. 4, as
well as an additional stock dividend paid on December 31, 2018, and
(ii) report BioLexis's private purchases of an aggregate of an
additional 8,577,248 Shares in connection with the November 2018
Purchase Agreement.

On Nov. 5, 2018, BioLexis entered into a purchase agreement with
the Issuer pursuant to which BioLexis agreed to purchase, in a
private placement, up to $20.0 million of Shares.  On Nov. 7, 2018,
the Issuer closed the initial sale of 8,577,248 Shares to BioLexis
for an aggregate purchase price of $8.0 million, and amended its
Investor Rights Agreement with BioLexis.  The remaining $12.0
million will fund in three equal tranches, of which approximately
$4.0 million (4,288,624 shares) was funded on Dec. 3, 2018 and
approximately $4.0 million (4,288,624 shares) was funded on Jan. 2,
2019.  The remaining $4.0 million will fund on Feb. 1, 2019,
subject to customary closing conditions and achievement of certain
funding milestones as set forth in the November 2018 Purchase
Agreement.  The source of funds for such purchases was the working
capital of BioLexis and capital contributions made to BioLexis.

Sukhtian, as the holder of a controlling interest in GMS Holdings,
the holder of a controlling interest in GMS Pharma, which owns 50%
of the outstanding voting shares of BioLexis, may be deemed to
indirectly beneficially own the Shares held by BioLexis.  Kumar, as
the holder of a controlling interest in Tenshi, which owns 50% of
the outstanding voting shares of BioLexis, may also be deemed to
indirectly beneficially own the Shares held by BioLexis.  As a
result, Kumar and Sukhtian share the power to direct the vote and
to direct the disposition of the Shares.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/YaqqA6

                    About Outlook Therapeutics

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

Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.  As of Dec. 31,
2018, the Company had $18.70 million in total assets, $40.17
million in total liabilities, $4.88 million in total convertible
preferred stock, and a total stockholders' deficit of $26.35
million.

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


OUTLOOK THERAPEUTICS: Regains Compliance With Nasdaq Listing Rules
------------------------------------------------------------------
Outlook Therapeutics, Inc. has received formal notice from The
Nasdaq Stock Market LLC that the Company has evidenced compliance
with the applicable requirements for the continued listing of the
Company's securities on The Nasdaq Capital Market, including the
minimum $1.00 per share bid price requirement.  Accordingly, the
Company's previously disclosed matter before the Nasdaq Hearings
Panel has been closed.

                    About Outlook Therapeutics

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

Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.  As of Dec. 31,
2018, the Company had $18.70 million in total assets, $40.17
million in total liabilities, $4.88 million in total convertible
preferred stock, and a total stockholders' deficit of $26.35
million.

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



PARIS MANAGEMENT: April 16 Plan Confirmation Hearing
----------------------------------------------------
The disclosure statement explaining Paris Management, LLC's plan of
reorganization is conditionally approved.

April 16, 2019, at 11:00 A.M., 200 Jefferson Ave, Courtroom 630,
Memphis, Tennessee, is fixed for the hearing on final approval of
the disclosure statement and for hearing on confirmation of the
plan.

April 1, 2019, is fixed as the last day for filing written
objections to the disclosure statement or to confirmation of the
plan.  April 1, 2019, is fixed as the last day for filing written
acceptances or rejections of the plan.

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y6cay5he from PacerMonitor.com at no charge.

                      About Paris Management

Paris Management, LLC, is a Mississippi limited liability company
doing business in Shelby County, Tennessee.  All of its assets are
located in Shelby County, Tennessee.

Paris Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-20957) on Feb. 1,
2019.  The case is assigned to Judge Paulette J. Delk.  John
Dunlap, Esq., from Memphis, Tennessee, is serving as the Debtor's
counsel.


PAYLESS HOLDINGS: Seeks to Hire Prime Clerk as Claims Agent
-----------------------------------------------------------
Payless Holdings LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Missouri to hire Prime Clerk LLC as
claims and noticing agent and administrative advisor.

Prime Clerk will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases of Payless Holdings and its affiliates.  The
firm will also provide bankruptcy administrative services, which
include the solicitation and tabulation of votes for the Debtors'
bankruptcy plan, and assisting the Debtors in managing
distributions to creditors.

Prime Clerk will charge these hourly fees:

     Claim and Noticing Rates:

     Analyst                             $30 - $55
     Technology Consultant               $35 - $95
     Consultant/Senior Consultant        $65 - $170
     Director                           $175 - $195
     COO/Executive VP                    No charge  

     Solicitation, Balloting and Tabulation Rates:

     Solicitation Consultant                $195
     Director of Solicitation               $210

Prior to their bankruptcy filing, the Debtors provided the firm an
advance fee of $50,000.

Benjamin Steele, vice president of Prime Clerk, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Direct: (212) 257-5490
     Mobile: 646-240-7821
     Email: bsteele@primeclerk.com

                      About Payless Holdings

Founded in 1956 in Topeka, Kansas, Payless --
https://www.payless.com -- is an American footwear retailer selling
shoes and accessories for women, men, girls, and boys.  It has
3,400 stores in more than 40 countries.  Payless operates through
its three business segments (North America, Latin America, and
franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It also operates an e-commerce
business through which it sells goods online at www.payless.com and
Amazon.  Payless first traded publicly in 1962, and was taken
private in May 2012.

Payless Holdings LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.


PAYLESS HOLDINGS: Taps Akin Gump as Legal Counsel
-------------------------------------------------
Payless Holdings LLC received interim approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire Akin
Gump Strauss Hauer & Feld LLP as its legal counsel.

The firm will advise the company and its affiliates of their rights
and duties under the Bankruptcy Code; represent them in negotiation
with their creditors; assist them in any potential sale of their
assets; and provide other legal services in connection with their
Chapter 11 cases.

Akin Gump will charge these hourly fees:

     Partners              $925 - $1,755
     Counsel               $610 - $1,420   
     Associates            $510 - $975
     Paraprofessionals     $205 - $415

The firm's attorneys expected to handle the cases are:

     Ira Dizengoff      Partner     $1,550
     Meredith Lahaie    Partner     $1,180
     Abid Qureshi       Partner     $1,475
     David D'Urso       Partner     $1,120
     Scott Welkis       Partner     $1,210  
     Steve Baldini      Partner     $1,305
     Kevin Zuzolo       Counsel     $1,035
     Julie Thompson     Associate     $760
     Caitlin Griffin    Associate     $660
     Patrick Chen       Associate     $660
     Matthew Rosen      Associate     $560

The Debtors have paid the firm as much as $5.053 million as of Feb.
15.

Meredith Lahaie, Esq., a partner at Akin Gump, disclosed in a court
filing that her firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Lahaie disclosed that her firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors, and that no Akin Gump professional has varied his rate
based on the geographic location of the Debtors' cases.

Ms. Lahaie also disclosed that Akin Gump represented the Debtors
from Jan. 1 to Dec. 31, 2018, and charged the Debtors at hourly
rates ranging from $840 to $1,695 for partners, $590 to $1,325 for
counsel, $250 to $915 for associates, and $160 to $430 for
paraprofessionals.

A budget and staffing plan has been discussed and approved among
the firm and the Debtors, according to the attorney.

Akin Gump can be reached through:

     Ira Dizengoff, Esq.
     Meredith A. Lahaie, Esq.
     Kevin Zuzolo, Esq.                  
     Akin Gump Strauss Hauer & Feld LLP
     One Bryant Park
     New York, NY 10036
     Tel: (212) 872-1000
     Fax: (212) 872-1002
     Email: idizengoff@akingump.com
            mlahaie@akingump.com
            kzuzolo@akingump.com

       - and -

     Julie Thompson, Esq.
     Akin Gump Strauss Hauer & Feld LLP
     1333 New Hampshire Avenue, N.W.
     Washington, D.C. 20036
     Tel: (202) 887-4000
     Fax: (202) 887-4288
     Email: julie.thompson@akingump.com

                      About Payless Holdings

Founded in 1956 in Topeka, Kansas, Payless --
https://www.payless.com -- is an American footwear retailer selling
shoes and accessories for women, men, girls, and boys.  It has
3,400 stores in more than 40 countries.  Payless operates through
its three business segments (North America, Latin America, and
franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It also operates an e-commerce
business through which it sells goods online at www.payless.com and
Amazon.  Payless first traded publicly in 1962, and was taken
private in May 2012.

Payless Holdings LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.


PAYLESS HOLDINGS: Taps Ankura Consulting as Restructuring Advisor
-----------------------------------------------------------------
Payless Holdings LLC received interim approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire
Ankura Consulting Group, LLC, as restructuring advisor.

The firm will assist the company and its affiliates with store
closures and liquidations; oversee the preparation of financial
statements; develop a new strategic business plan including a
possible sale of the Debtors' assets; and provide other
restructuring services in connection with their Chapter 11 cases.

Ankura's senior managing directors Stephen Marotta and Adrian
Frankum will serve as the Debtors' chief restructuring officer and
restructuring officer, respectively.

The firm will charge these hourly fees:

     Senior Managing Directors       $965 - $1,045
     Other professionals             $275 - $940
     Paraprofessionals               $265 - $315

Ankura received a retainer in the amount of $500,000.

Mr. Marotta disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Stephen Marotta
     Ankura Consulting Group, LLC
     485 Lexington Avenue, 10th Floor
     New York, NY 10017
     Main: +1.212.818.1555
     Direct: +1.212.818.1118
     Mobile: +1.973.714.9800
     Email: stephen.marotta@ankura.com

                      About Payless Holdings

Founded in 1956 in Topeka, Kansas, Payless --
https://www.payless.com -- is an American footwear retailer selling
shoes and accessories for women, men, girls, and boys.  It has
3,400 stores in more than 40 countries.  Payless operates through
its three business segments (North America, Latin America, and
franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It also operates an e-commerce
business through which it sells goods online at www.payless.com and
Amazon.  Payless first traded publicly in 1962, and was taken
private in May 2012.

Payless Holdings LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.


PAYLESS HOLDINGS: Taps Armstrong Teasdale as Co-Counsel
-------------------------------------------------------
Payless Holdings LLC received interim approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire
Armstrong Teasdale LLP.

The firm will serve as co-counsel with Akin Gump Strauss Hauer &
Feld LLP, another law firm tapped by Payless Holdings to represent
the company and its affiliates in their Chapter 11 cases.

Armstrong will charge these hourly fees:

     Partners            $375 - $685
     Of Counsel          $395 - $555
     Associates          $255 - $395
     Paralegals          $125 - $305
     Law Clerks             $200

Following the bankruptcy court's confirmation of the Debtors'
Chapter 11 plan in their previous bankruptcy cases and leading up
to the petition date, the firm received advance payments totaling
$285,000 to establish a retainer for services to be rendered in
connection with the Debtors' current and previous cases.  As of
Feb. 18, the balance of the retainer is $144,939.31.

Richard Engel, Jr., Esq., at Armstrong, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Engel disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors, and that no professional in his firm has varied his
rate based on the geographic location of the Debtors' cases.

A budget and staffing plan has been discussed and approved among
the firm and the Debtors, according to the attorney.

Armstrong can be reached through:

     Richard W. Engel, Jr., Esq.
     Erin M. Edelman, Esq.
     John G. Willard, Esq.
     Armstrong Teasdale LLP
     7700 Forsyth Boulevard, Suite 1800
     St. Louis, MO 63105
     Tel: (314) 621-5070
     Fax: (314) 612-2239
     Email: rengel@armstrongteasdale.com
            eedelman@armstrongteasdale.com
            jwillard@armstrongteasdale.com

                      About Payless Holdings

Founded in 1956 in Topeka, Kansas, Payless --
https://www.payless.com -- is an American footwear retailer selling
shoes and accessories for women, men, girls, and boys.  It has
3,400 stores in more than 40 countries.  Payless operates through
its three business segments (North America, Latin America, and
franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It also operates an e-commerce
business through which it sells goods online at www.payless.com and
Amazon.  Payless first traded publicly in 1962, and was taken
private in May 2012.

Payless Holdings LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.


PAYLESS HOLDINGS: Taps Seward & Kissel as Conflicts Counsel
-----------------------------------------------------------
Payless Holdings LLC received interim approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire
Seward & Kissel LLP.

The firm will provide legal services in connection with (i) the
review and investigation by Payless Holdings' independent managers,
Patrick Bartels and Scott Vogel, of any transaction between the
company and its subsidiaries or affiliates; and (ii) any other
matters delegated to them by the company's board of managers.

Seward & Kissel charges these hourly fees:

     Partners               $800 - $1,200
     Counsel                $775 - $1,000
     Associates             $295 - $775
     Paraprofessionals      $160 - $400

The principal attorneys designated to represent the Debtors and
their hourly rates are:

     John Ashmead            $1,150
     Michael Considine       $1,050
     Mark Kotwick              $975
     Robert J. Gayda           $825
     Michael Weitman           $775
     Catherine LoTempio        $710

The firm received an advance payment retainer of $100,000.

John Ashmead, Esq., a partner at Seward & Kissel, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Ashmead disclosed that his firm has not agreed to a variation of
its standard or customary billing arrangements for its employment
with the Debtors, and that no professional in his firm has varied
his rate based on the geographic location of the Debtors' cases.

Mr. Ashmead also disclosed that Seward & Kissel has not adjusted
its billing rates since the Debtors engaged the firm as counsel,
and that the Debtors have not yet approved the firm's prospective
budget and staffing plan.  

Seward & Kissel can be reached through:

     John R. Ashmead, Esq.
     Seward & Kissel LLP
     One Battery Park Plaza
     New York, NY 10004
     Tel: (212) 574-1366 / (212) 574-1200
     Fax: 212-480-8421
     Email: ashmead@sewkis.com

                      About Payless Holdings

Founded in 1956 in Topeka, Kansas, Payless --
https://www.payless.com -- is an American footwear retailer selling
shoes and accessories for women, men, girls, and boys.  It has
3,400 stores in more than 40 countries.  Payless operates through
its three business segments (North America, Latin America, and
franchise stores), producing approximately 110 million pairs of
shoes per year across the world.  It also operates an e-commerce
business through which it sells goods online at www.payless.com and
Amazon.  Payless first traded publicly in 1962, and was taken
private in May 2012.

Payless Holdings LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
19-40883) on February 18, 2019.  At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $500 million to $1 billion.  

The cases have been assigned to Judge Kathy A. Surratt-States.  

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their
legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura
Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as
financial advisor and investment banker; and Prime Clerk LLC as
notice, claims and balloting agent.

Cassels Brock & Blackwell LLP serves as counsel in the CCAA
proceedings while Seward & Kissel LLP serves as counsel for the
Debtors' independent managers.


PENNANTPARK INVESTMENT: Fitch Cuts LT IDR & Sr. Sec. Rating to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) and senior secured debt ratings of PennantPark Investment
Corporation (PNNT) to 'BB+' from 'BBB-' and removed all ratings
from Rating Watch Negative following the firm's repayment of its
senior unsecured debt. Concurrently, Fitch has withdrawn PNNT's
ratings for commercial reasons.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

The one-notch downgrade to 'BB+' from 'BBB-' reflects a reduction
in PNNT's financial flexibility following the early redemption of
its $250 million, 4.5% senior unsecured debt due Oct. 1, 2019. With
this redemption, PNNT has a fully secured funding profile, which
Fitch believes reduces the firm's funding flexibility in times of
stress.

The redemption of the senior unsecured notes was refinanced at par
with a make-whole premium with available borrowing capacity under
PNNT's secured credit facility. Fitch generally expects BDCs rated
in the 'BBB' category to have unsecured debt represent 35%-50% of
total debt. Prior to the redemption, PNNT's unsecured debt
component was 43.5% of total debt in the first fiscal quarter 2019
(1Q19) ended Dec. 31, 2018.

The downgrade also reflects an up-tick in PNNT's leverage, defined
as gross debt (at par) to equity, which was 0.9x at Dec. 31, 2018,
and remains above the rated peer average. Additionally, recently
received board and shareholder approval to reduce asset coverage
requirements to 150% allow PNNT to increase leverage above 1.0x,
subject to amendments to bank credit facility covenants. Management
has communicated a new targeted leverage range of 1.1x-1.5x; up
from the current target of 0.8x. Fitch views the potential increase
in leverage negatively, given the portfolio risk profile.

Fitch believes higher leverage increases the sensitivity of PNNT's
ratings to additional downward rating pressure, given the execution
risks associated with the firm's planned portfolio rotation to more
senior investments. PNNT's equity investments continue to be
outsized relative to peers, which exposes the firm to potential
valuation volatility relative to the regulatory cushion. Preferred
and common equity represented 14.1% of the portfolio, at fair
value, as of Dec. 31, 2018. Management has communicated its
intention to monetize these investments at reasonable values over
time.

PNNT's ratings remain supported by its strong long-term track
record in credit, experienced management team, sufficient liquidity
and strong historical dividend coverage. PNNT's ratings remain
constrained by above-average exposure to non-senior debt and equity
investments relative to peers, elevated energy exposure and
higher-than-peer leverage. Over the longer term, Fitch also
believes PNNT's lack of affiliation with a broader investment
platform could be a headwind, should bank financing become more
constrained for the sector.

Rating constraints for the BDC sector more broadly include the
market impact on leverage, given the need to fair-value the
portfolio each quarter, dependence on access to the capital markets
to fund portfolio growth and a limited ability to retain capital
due to dividend distribution requirements. Additionally, the
competitive underwriting environment has yielded deterioration in
terms in the middle market, including fewer/looser covenants,
higher underlying leverage, lower underlying interest coverage and
tighter spreads. Fitch believes this backdrop could contribute to
asset quality deterioration in the sector when the cycle turns, and
BDCs with more limited access to deal flow and looser underwriting
standards are likely to experience weaker performance. Recently
relaxed regulatory limits on leverage are an evolving sector
headwind, which could contribute to increased risk profiles for
individual BDCs and elevated competition amongst BDCs.

PNNT's exposure to oil and gas and energy and utilities companies
continues to be elevated relative to peers, which has contributed
to realized credit losses in the portfolio in recent years. On a
combined basis, energy investments amounted to 11% of the portfolio
at fair value, as of Dec. 31, 2018, compared to 12% a year ago.
Exits of PNNT's energy positions may take time to resolve, and
commodity price movements and/or company-specific challenges could
yield incremental valuation hits and eventual realized credit
losses.

There were no non-accruals as of Dec. 31, 2018. While there are no
indications of broader credit issues in the portfolio, Fitch
believes PNNT's higher exposure to second-lien, subordinated, and
equity investments relative to peers may expose the firm to
heightened asset quality issues should economic conditions weaken.
Management has committed to rotating the portfolio into more senior
loans and to monetize its equity positions over time, which Fitch
views favorably. However, this may take time to effect. Despite the
challenges in energy, Fitch believes PNNT has a strong track record
in credit. Since inception, only 12 out of 214 of PNNT's
investments have been placed on non-accrual status, with an average
recovery of 76%.

Operating performance continues to be pressured, given portfolio
rotation and competitive market conditions. Core net investment
income (NII) in 3M19 ended Dec. 31, 2018 was down 11.3% from a year
ago, driven by a lower yielding portfolio and an increase in
borrowings, which increased interest expense. The weighted average
portfolio yield was 10.9%, at cost, at Dec. 31, 2018; down 90 bps
year over year.

Pressures on revenues were partially offset by a 50 bps reduction
in base management fees, to 1.5% of gross assets and a reduction in
incentive management fees to 17.5% (from 20%) subject to a 7%
hurdle rate, beginning Jan. 1, 2018. The further reduction in the
base management fee rate to 1.0% for assets financed with leverage
above 1.0x is consistent with peers that recently pursued asset
coverage reductions, and could ensure stronger dividend coverage
over the medium term.

As of Dec. 31, 2018, PNNT's liquidity consisted of $24.6 million of
balance sheet cash, and $271 million of available capacity under
its revolving credit facility, subject to borrowing base
requirements. Cash flow from principal repayments and investment
sales amounted to $125.8 million in 3M19, down from $192.3 million
in the prior year. Following the repayment of the $250 million of
senior unsecured debt on March 4, 2019, PNNT has no debt maturating
until May 2022, when the credit facility is due. Fitch expects PNNT
will renew the facility prior to expiry.

NII coverage of the dividend was solid in 3M19, amounting to
101.2%. The dividend is further supported by the presence of
spillover income of $0.30 per share, as of Sept. 30, 2018.

The alignment of PNNT's secured debt rating with the long-term IDR
reflects the firm's relatively low leverage, which suggests average
recovery prospects under a stress scenario.

RATING SENSITIVITIES

IDR AND SENIOR DEBT

Rating sensitivities are no longer relevant for any of the ratings
given today's rating withdrawal.

Fitch has downgraded, removed from Rating Watch Negative and
withdrawn the following ratings:

PennantPark Investment Corporation
  
  -- Long-Term IDR to 'BB+' from 'BBB-';
  
  -- Senior secured debt to 'BB+' from 'BBB-'.



PETROLEUM TOWERS: Exclusive Plan Filing Period Extended to April 30
-------------------------------------------------------------------
Judge Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas extended the period during which Petroleum Towers
- Cotter, LLC has the exclusive right to file a Chapter 11 plan
through April 30, and to solicit acceptances for the plan through
June 30.

                 About Petroleum Towers - Cotter

Petroleum Towers - Cotter, LLC, is the owner of the twin 8-story
Petroleum Towers located at 8626/8700 Tesoro Dr. San Antonio,
Texas. The Towers --
http://www.cotteroffices.com/portfolio-type/petroleum-towers--
feature parking space, quick access to major arteries, close
proximity to hotels, restaurants, retailers and business services,
24/7 card-key building access, and an on-site management and
maintenance team.

Petroleum Towers - Cotter filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-50197) on Feb. 1, 2018.  In the petition signed by
Marcus P. Rogers, Ind. Adm. of the Estate of James F. Cotter,
Dec'd, the Debtor estimated assets and liabilities at $10 million
to $50 million.

The case has been assigned to Judge Ronald B. King.  The Office of
H. Anthony Hervol is the Debtor's bankruptcy counsel.


PHYLLIS HANEY: Frye Buying Beaver Properties for $167K
------------------------------------------------------
Frye Transportation Group, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to authorize its purchase of
Debtor Phyllis J. Haney's two real properties: (i) known as 902
Western Avenue, Beaver, Pennsylvania, Tax Parcel No.
55-032-0100.001 for $102,000; and (ii) known as 1405 8th Avenue,
Beaver, Pennsylvania, Tax Parcel No. 55-032-0101.000, pursuant to
their commercial lease/option agreement, dated June 16, 2017, for
$65,000.

The Debtor, as titled owner of the properties in Beaver,
Pennsylvania, leased these properties with an option purchase to
Frye according to the lease.

According to the terms of the purchase option, Frye had the option
to exercise a purchase of these two properties any time between
June 30, 2018 and Oct. 31, 2019 for a purchase price to be
established by an appraisal.  The appraisal was performed pursuant
to the agreement and the purchase price for the 902 Western Avenue
parcel was determined to be $102,000 according to the appraisal of
Sept. 5, 2017.  Pursuant to an appraisal dated Aug. 26, 2017 agreed
to by the Debtor and Frye, the 1405 8th Avenue parcel was agreed to
have a value of $65,000.

The lease between the Debtor and Movant provided for monthly rental
payments of $5,000; however, in an effort to advance funds to the
Debtor to pay for appropriate insurance coverage on the subject
properties, the Movant, pursuant to the Court's approval by way of
a consent order dated Sept. 10, 2018, authorized an advance of
$16,403 by the Movant to the Debtor with appropriate credit being
given to the Movant.  Accordingly, the monthly payment by Frye to
the Debtor was decreased after Sept. 10, 2018 to $2,333 per month
instead of the $5,000 until such time as the credit by the $16,403
had been exhausted.  Frye has dutifully paid the rental to the
Debtor as required by the lease and the consented modification
signed by the Court on Sept. 10, 2018.

Frye wishes to exercise the option to purchase these properties and
according to the payments made by the Movant (including $16,403
credit approved by Court Order) the amount which it is obligated to
pay to exercise this option for these two properties is $150,243 as
of Jan. 30, 2019.  This amount is computed as follows: $167,000
combined option price minus $16,757 (this reduction in the option
price is the advanced payments made which is to be credited to
reducing the option price because the Movant has made $106,757
payments since the signing of the lease purchase agreement with the
Debtor and was obligated to have only paid $90,000).

Frye is prepared to pay that sum or a modified sum as determined by
subsequent payments by the Movant to the Debtor.  The price noted
in the option is a fair and reasonable price under all standards
applicable by the Court.

The Respondents which may hold liens, claims and encumbrances
against this real property are as follows: (i) the IRS; (ii) the
Pennsylvania Department of Revenue; (iii) Argent Mortgage Co.,
assignor; assignee The Bank of New York Mellon FKA The Bank of New
York as Trustee for the Benefit of the Certificateholders of the
CWABS, Inc. Asset-Backed Certificates, Series 2006-SD4; (iv) Beaver
County Tax Claim Bureau; and (v) ESB Bank, now known as WesBanco.

Frye is prepared to make the payment into Court and exercise the
option immediately to aid in the Debtor's reorganization.  The
liens, claims and encumbrances if any are to be transferred to the
proceeds of the sale; and if and to the extent they may be
determined to be valid liens against the real property sold to the
Movant according to the option exercise in accordance with their
validity or priority as this Court may determine.  Frye believes
that the exercise of its option agreement will assist Debtor in
presenting a plan according to the parameters established by the
Court in its recent Orders.

The Court's approval of Frye's exercise of its option purchase will
enable Respondent the Bank of New York Mellon to be paid for its
claim in response to its Motion for Relief from Stay or its request
for adequate protection payments in which the Court determined on
Jan. 3, 2019 that the Debtor was required to make $1,000 monthly
adequate protection payments commencing Jan. 10, 2019 to the Bank
of New York Mellon.

Frye respectfully asks the Court to enter an Order confirming the
exercise of the option and the transfer of these two parcels of
real estate to it free and clear of liens and encumbrances; and the
said liens and encumbrances determined to be valid be transferred
to the proceeds of the sale for distribution.

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

     http://bankrupt.com/misc/Phyllis_Haney_137_Sales.pdf

Phyllis J. Haney sought chapter 11 protection (Bankr. W.D. Pa. Case
No. 18-22636) on June 29, 2018.  The Debtor tapped Robert O Lampl,
Esq. , at Robert O Lampl Law Office, as counsel.


POPLAR CREEK: Unsecureds to Get 100% Under Liquidation Plan
-----------------------------------------------------------
Poplar Creek, LLC, files a plan of liquidation and accompanying
disclosure statement.

FAB is the holder of the Allowed Class 1 Claim which is impaired
under the Plan. FAB filed a Claim in this Chapter 11 case in the
amount of $6,797,816.  The Debtor shall surrender the Unimproved
Parcel to FAB in partial satisfaction of FAB’s Filed Claim. FAB
shall credit the value of the Unimproved Parcel against FAB's Filed
Claim. All TIF Interest that is due and payable from the Village
shall be paid to FAB in partial satisfaction of FAB's Filed Claim.
The Debtor shall surrender its rights in and to the TIF Note to FAB
in partial satisfaction of FAB's Filed Claim.

Unsecured Creditors are the holders of Allowed Class 3 Claims and
are impaired under the Plan. The Debtor estimates that the
aggregate amount of Class 3 Claims is approximately $420,000.
Under the Plan, the holders of Allowed Class 3 Claims, in full
satisfaction, settlement, release, and discharge of and in exchange
for each and every Allowed Class 3 Claim, shall be paid as much as
100% of the allowed amount of their Class 3 Claims from the Excess
Proceeds when such Excess Proceeds exist and become available, but
only after Allowed Class 2 Claims, if any, are paid in full.

Distributions under the Plan shall be made from Cash, the surrender
of assets and the proceeds of sale or refinancing relating to the
Conference Center.

A full-text copy of the Disclosure Statement dated February 25,
2019, is available at https://tinyurl.com/y4rqxt5m from
PacerMonitor.com at no charge.

                     About Poplar Creek

Poplar Creek, LLC, a privately-held company that owns the property
located at 2401 West Higgins Road, Hoffman Estates, Illinois.

Poplar Creek sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 18-14161) on May 15, 2018.  In the
petition signed by George M. Moser, manager, the Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  Judge LaShonda A. Hunt oversees the case.  Burke,
Warren, MacKay & Serritella, P.C., is the Debtor's legal counsel.


PREMIER STUDENT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Premier Student Loans, Inc. as of March 5,
according to a court docket.
   
                 About Premier Student Loans Inc.

Premier Student Loans, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10658) on Jan.
16, 2019.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of less than $1 million.  The
case has been assigned to Judge John K. Olson.  The Debtor tapped
Behar, Gutt & Glazer, P.A. as its legal counsel.


PRINT PLUS: Hires Landrau Rivera & Associates as Legal Counsel
--------------------------------------------------------------
Print Plus Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Landrau Rivera &
Assoc. and its attorney Noemi Landrau River, Esq., as its legal
counsel.

The services to be rendered by the firm are:

     a. advise the Debtor of its duties, powers and
responsibilities in connection with its Chapter 11 case under the
laws of the United States and Puerto Rico;

     b. advise the Debtor whether a reorganization is feasible and,
if not, aid the Debtor in the orderly liquidation of its assets;

     c. represent the Debtor in negotiations with its creditors to
formulate a plan of reorganization;

     d. employ other bankruptcy professionals to assist with the
Debtor's financial reorganization; and

     e. provide other legal services in connection with the
Debtor's bankruptcy case.

The firm's hourly rates are:

     Noemi Landrau Rivera           $200
     Josue A. Landrau Rivera        $175
     Legal & financial assistants    $75

Ms. Rivera attests that she and her firm are disinterested persons
within the definition provided by Section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Noemi Landrau Rivera, Esq.  
     Landrau Rivera & Associates
     Carr. 21, Km. 3.2 Bp. Monacillos
     P.O. Box 270219
     San Juan, PR 00927-0219
     Tel: (787) 774-0224
     Fax: (787) 793-1004

                    About Print Plus Corporation

Print Plus Corporation is a Puerto Rican company, located in the
stately city of Ponce. Print Plus offer services such as printing,
labeling, embroidery and t-shirt printing, and designing web pages.


Print Plus filed a Chapter 11 petition (Bankr. D.P.R. Case No.
19-00797) on February 15, 2019, listing under $1 million in both
assets and liabilities. The case has been assigned to Judge Edward
.Godoy.  The Debtor tapped Noemi Landrau Rivera, Esq., as its
counsel.


QUALITY CONSTRUCTION: ESNA Proposes $1.25MM Pot for Unsecureds
--------------------------------------------------------------
Energy Note Services Acquisition LLC (ESNA) filed a joint plan of
reorganization and accompanying disclosure statement under Section
1125 of the Bankruptcy Code for Quality Construction & Production,
LLC, Quality Production Management, LLC, Traco Production Services,
Inc., and Quality Acquisition Company, LLC.

After notice and hearing, ESNA is requesting the Bankruptcy Court
to approve this Disclosure Statement as containing information of a
kind and in sufficient detail, adequate to enable holders of Claims
against or Equity Interests in the Debtors, whose votes on the Plan
are being solicited, to make an informed judgment whether to accept
or reject the Plan.

The Plan establishes a $1.25 million pot from which all holders of
Unsecured Claims are paid. The $1.25 million is divided among the
four Debtor estates pro rata based on the Allowed amount of Claims
against the estates in total. Each holder of a General Unsecured
Claim against a Debtor receives its Pro Rata Share of the portion
of the pot allocated to the respective Debtor.

The Plan proposes to surrender all Collateral of Pedestal Bank,
Ford Motor Credit, Fidelity Bank, and Ally to the extent the
foregoing parities have a senior Security Interest in full and
final satisfaction of the Allowed Secured Claims of each of the
parties, with any deficiency claims being treated as General
Unsecured Claims. ESNA's Allowed Secured Claim will be converted to
a secured term note and equity in the Reorganized Debtors. Any
Allowed Secured Claim other than those of ESNA, Pedestal Bank, Ford
Motor Credit, Fidelity Bank, and Ally, including any subrogee of
ESNA, will receive either (i) Cash in the amount of its Allowed
Secured Claim, or (ii) the surrender of its Collateral.

In a Chapter 7 case, the amount distributed to unsecured creditors
depends upon the net estate available after all assets of the
Debtors have been reduced to cash. The cash realized from
liquidation of the Debtors' assets would be distributed first to
secured creditors. Under Chapter 7, a secured creditor whose claim
is fully secured would be entitled to full payment, including
interest from the proceeds of the sale of its collateral. A secured
creditor whose collateral is insufficient to pay its secured claim
in full will be entitled to assert an unsecured claim for its
deficiency and share with unsecured creditors. Claims entitled to
priority under the Bankruptcy Code would be paid in full before any
distribution to general unsecured creditors.

A full-text copy of the Disclosure Statement dated February 26,
2019, is available at https://tinyurl.com/y4sogem5 from
PacerMonitor.com at no charge.

Counsel for ESNA:

     Joseph P. Hebert, Esq.
     LISKOW & LEWIS
     822 Harding Street
     Lafayette, LA 70503
     Telephone: (337) 232-7424
     Fax: (337) 267-2399
     Email: jphebert@liskow.com

        -- and --

     Howard Marc Spector, Esq.
     SPECTOR & JOHNSON, PLLC
     12770 Coit Road, Suite 1100
     Dallas, Texas 75251
     Telephone: (214) 365-5377
     Fax: (214) 237-3380
     Email: Hspector@spectorjohnson.com

          About Quality Construction & Production

Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people.  The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps.  QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding.  Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.

Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018.  In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.

The Hon. Robert Summerhays is the case judge.

The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.

The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018.  The Committee
hired H. Kent Aguillard as counsel.


REDOX POWER: Unsecureds to Get 20% Under Amended Plan
-----------------------------------------------------
Redox Power Systems, LLC, files an Amended Chapter 11 Plan of
Reorganization, a full-text copy of which is available at
https://tinyurl.com/yywqrvvt from PacerMonitor.com at no charge.

Class 3 - General Unsecured Claims. Each holder of a General
Unsecured Claim may choose to accept a pro rata share of membership
interests in the Reorganized Debtor or to be paid 20% of its
allowed claim on the first anniversary of the Effective Date.

Class 4 - Membership Interests. The membership interests in the
Debtor will be forfeited and the holder of membership interests
shall not receive any property or interest under the Plan. The
holders of interest in this Class 4 are impaired.

This Plan provides for the membership interests in the Reorganized
Debtor to be distributed to unsecured creditors on a pro-rata basis
or they can choose a reduced cash payment on account of their
claims. Current equity security holders will forfeit all membership
interests in the Reorganized Debtor. After confirmation, the
Reorganized Debtor will amend the exhibit to the Third Amended
Operating Agreement to reflect the new membership interests. The
officer and directors will remain in their same capacities in the
Reorganized Debtor.

Currently, Craig Dye is the CEO, Bryan Blackburn is the CTO and
David Buscher is the COO.
The directors are Eric Wachsman, David Buscher and Bryan
Blackburn. The Debtor has an IRA plan for employees under which the
Debtor matches employee contributions up to 3% of the
employees' annual total compensation. The plan cash flow
projections include the estimated
amount of the Debtor's contribution.  

                  About Redox Power Systems

Based in College Park, MD, Redox Power Systems, LLC --
http://www.redoxpowersystems.com/-- designs and manufactures fuel
cell products that provide clean, primary power at a price point
that competes with grid power.  Redox develops distributed
generation systems that disrupt the way energy is delivered for
commercial, industrial, and residential markets. With advanced
solid oxide fuel cell technology inside every Redox product, the
Company is able to drastically reduce the size, weight, and most
importantly, the cost of reliable on-site generation of electricity
while also providing high-quality heat for combined heat and power
(CHP) applications.

Redox filed for Chapter 11 bankruptcy protection (Bankr. D. Md.
Case No. 18-23882) on Oct. 19, 2018.  In the petition signed by
David J. Buscher, chief operating officer, the Debtor disclosed
total assets at $209,353 and total liabilities at $3,866,611.
Judge Thomas J. Catliota presides over the case.  The Debtor tapped
Shulman, Rogers, Gandal, Pordy & Ecker, P.A., as its bankruptcy
counsel.


RM HOLDCO: Seeks to Extend Exclusive Plan Filing Period to June 3
-----------------------------------------------------------------
RM Holdco LLC asked the U.S. Bankruptcy Court for the District of
Delaware to extend the period during which the company and its
affiliates have the exclusive right to file a Chapter 11 plan
through June 3, and to solicit acceptances for the plan through
July 31.

The extension, if granted by the court, would give the companies
more time to review claims and, upon conclusion of the claims
reconciliation process, determine whether they have sufficient
assets to pursue a plan and make payments to creditors, according
to their attorney, Andrew Magaziner, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

Since the petition date, the Debtors have made significant progress
to reorganize their affairs, including the sale of their assets and
the assumption and assignment of executory contracts and leases to
FM Restaurants (PT), LLC.  The sale closed on Oct. 29, 2018,
according to court filings.

                       About RM Holdco LLC

RM Holdco, LLC and its subsidiaries --
http://www.realmexrestaurants.com/-- operate the Chevys Fresh Mex,
El Torito, and other full-service Mexican restaurant brands.  As
of August 2018, RM (a) operated 69 restaurants, of which 61 are
located in California and the remainder in six other states and (b)
franchised 11 restaurants in seven other states.  The Company owns
and operates restaurants in California, Florida, Maryland, New
York, Oregon, Virginia, and Washington.  The Company franchises
restaurants in Florida, Illinois, Maryland, Minnesota, Missouri,
New Jersey, and South Dakota.  RM has approximately 4,600 full-time
and part-time employees.

RM is majority-owned by affiliated entities of Tennenbaum Capital
Partners and Z Capital Group.  In March 2012, RM purchased out of
bankruptcy substantially all of the assets of certain corporate
entities then operating the Real Mex family of restaurants.

RM Holdco, LLC, and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-11795) on Aug. 5, 2018.  RM Holdco
estimated assets in the range of $50 million to $100 million and
100 million to $500 million in debt.

The Debtors tapped Sidley Austin LLP and Young Conaway Stargatt &
Taylor, LLP as legal counsel; Alvarez & Marsal North America, LLC
as restructuring advisor; and Piper Jaffrey & Co. as investment
banker.  Kurtzman Carson Consultants LLC is the claims and noticing
agent.


SANFRED REALTY: People's Object to Disclosure Statement
-------------------------------------------------------
People's United Bank, N.A., objects to the Disclosure Statement
explaining Sanfred Realty LLC's Chapter 11 Plan.

People's complains that the Debtor's Disclosure Statement indicates
that the Debtor has secured a book of business from auto mechanics
who no longer practice in the area, but provides no additional
details beyond that statement.

People's points out that the Debtor's Disclosure Statement also
provides that any shortfall of the Debtor will be made up by the
Equity Holder through his other business. People's further points
out that the Disclosure Statement fails to provide any financial
information of the Equity Holder or his other businesses to show
that he has the ability to make up any shortcomings of the Debtor.

People's complains that the Disclosure Statement indicates that
operating expenses including insurance are paid by the tenant,
however Section 9 of the Lease states, "Lessor, at its expense,
shall maintain fire and liability insurance for the premises unless
otherwise agreed to by the parties."

People's asserts that despite representations in the Debtor's Plan
that Class A and Class 1 creditors are unimpaired, the Plan
proposes to modify the rights of both People's and the Town of
Milford. The Plan declares void the Forbearance Agreement between
People's and the Debtor (Exhibit C) and disregards the Agreement
between the Town of Milford and the Debtor (Exhibit A).

People's complains that the Debtor's Plan proposes to pay all
claims based on $4,800 of monthly rental income from Debtor's
Tenant, Milford Motors, LLC, however, $4,800 is insufficient to pay
the secured and priority claims.

People's is represented by:

     Nicholas A. Kanakis, Esq.
     Merra & Kanakis, P.C.
     159 Main Street
     Nashua, NH 03060
     Tel: (603) 886-5055

                  About Sanfred Realty LLC

Based in Milford, New Hampshire, Sanfred Realty LLC filed a Chapter
11 bankruptcy petition (Bankr. D.N.H. Case No. 19-10008) on January
3, 2019, disclosing under $1 million in assets and liabilities.
The Debtor is represented by Robert L. O'Brien, Esq.


SANFRED REALTY: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------------
The United States Trustee objects to the Disclosure Statement
explaining Sanfred Realty, LLC's Chapter 11 Plan.

The Trustee complains that the Disclosure Statement contains a
discussion of the Debtor's current income and expenses, but does
not contain projections.

The Trustee points out that the feasibility of the current Plan
hinges on the income to be derived from a 5-year lease with the
Debtor's tenant, Milford Motors LLC, which is operated by the
Debtor's principal. The Trustee further points out that he
Disclosure Statement should provide additional information
regarding the tenant's financial ability to complete the term of
the lease.

According to the Trustee, the Debtor states that a liquidation
analysis is attached to the Disclosure Statement as Exhibit D but
the Trustee asserts that no liquidation analysis is attached.

                    About Sanfred Realty LLC

Based in Milford, New Hampshire, Sanfred Realty LLC filed a Chapter
11 bankruptcy petition (Bankr. D.N.H. Case No. 19-10008) on January
3, 2019, disclosing under $1 million in assets and liabilities.
The Debtor is represented by Robert L. O'Brien, Esq.


SAS HEALTHCARE: REP Perimeter Buying All Assets for $22 Million
---------------------------------------------------------------
SAS Healthcare, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to authorize the bidding
procedures in connection with the sale substantially all assets to
REP Perimeter Holdings, LLC for $22 million, subject to overbid.

The Debtors own, and prior to Dec. 21, 2018, operated, the
following three mental health treatment facilities:

     (a) Sundance Hospital located in Arlington, Texas, a 116 bed
in-patient psychiatric hospital, along with certain out-patient
mental health treatment facilities;

     (b) Sundance Hospital Dallas, located in Garland, Texas, a 116
bed in-patient psychiatric hospital, along with certain out-patient
mental health treatment facilities; and

     (c) Sundance Center of Fort Worth, in Fort Worth, Texas, an
out-patient mental health treatment facility.

The Debtors' primary assets consist of their accounts receivable,
inventory, furniture, equipment, and the real property associated
with the Treatment Facilities.  While they continue to collect
unpaid accounts receivable, the Debtors are no longer generating
new accounts receivable.

As of Jan. 30, 2019, the Debtors' combined secured debt
obligations, including accrued interest, totaled approximately
$18,533,443:

     (i) a secured term loan with Ciera Bank in the original
principal amount of $8.25 million; approximately $8,266,874 in
unpaid principal and accrued interest remains outstanding under the
Ciera Term Loan.  The Ciera Term Loan is secured by the real
property comprising the Dallas Facility and a blanket lien on all
of the assets of SAS and RCR Dallas.

     (ii) A secured revolving line of credit with Ciera Bank with a
$500,000 credit limit.  The Ciera Revolver is fully drawn and the
current principal balance plus accrued interest is approximately
$503,656.  The Ciera Revolver is secured by the real property
comprising the Dallas Facility and a blanket lien on the assets of
SAS and RCR Dallas.

     (iii) A secured term loan with Southside Bank, as successor in
interest to OmniAmerican Bank, in the original principal amount of
$4,366,849.  Approximately $3,044,761 in unpaid principal and
accrued interest remains outstanding under the Southside Term Loan.
The Southside Term Loan is primarily secured by the real and
personal property comprising the Arlington Facility.

     (iv) A secured construction loan with Southside Bank, as
successor in interest to OmniAmerican Bank, in the original
principal amount of $5,576,763.  Approximately $4,371,289 in unpaid
principal and accrued interest remains outstanding under the
Southside Construction Loan.  The Southside Construction Loan is
primarily secured by the real and personal property comprising the
Arlington Facility.

     (v) A secured loan with Southside Bank in the original
principal amount of $850,000.  Approximately $621,863 in unpaid
principal and accrued interest remains outstanding under the
Southside 2015 Loan.  The Southside 2015 Loan is primarily secured
by the real and personal property comprising the Fort Worth
Facility.

     (vi) A second lien secured note with REP Perimeter Holdings,
LLC, in the original principal amount of $400,000.  The entire
balance of the original principal amount, plus accrued interest,
remains outstanding under the Bridge Financing.  The Bridge
Financing is secured by a second lien in all of the Debtors'
previously encumbered property and a first lien in any of the
Debtors' remaining unencumbered property.

     (vii) A subordinated secured note with the Debtors' owners, in
the original principal amount of $1,325,000.  The entire balance of
the original principal amount, plus accrued interest, remains
outstanding under the Owner Note.  The Owner Note is secured by a
junior lien in all of the assets of the Debtors.

The Debtors have engaged Raymond James as their investment banker
to assist them in conducting a marketing and sale process. After
conducting an initial marketing process and engaging in arm’s
length negotiation with the representatives of Perimeter, the
Debtors have concluded that the Stalking Horse APA and the
transactions contemplated thereunder constitute or provide the
highest or otherwise best offer and provide fair and reasonable
consideration to the Debtors for the sale of all Purchased Assets
and the assumption of all Assumed Liabilities, that will provide a
greater recovery for their estates than would be possible by any
other available alternative.  Consequently, approval of the Motion
is in the best interests of the Debtors, their creditors, the
estates and other parties in interest.

The need for approval of the Stalking Horse APA is urgent and
immediate.  If approved, the sale process will result in a sale of
substantially all of the Debtors' assets within approximately 60
days of the commencement of these Chapter 11 Cases.

The expedited timetable is critical to a successful resolution of
these cases and is absolutely necessary to maximize recovery to the
Debtors' creditors.  The need for urgency is created by, among
other things, the following circumstances: (i) the Debtors are no
longer generating cash flow from operations but continue to have
ongoing maintenance and repair obligations with respect to their
assets; (ii) the Debtors' Treatment Facilities are vacant because
the Debtors have ceased their treatment operations; (iii) the
condition and value of the Treatment Facilities is likely to
decline the longer the Treatment Facilities remain non-operational,
(iv) the Debtors' hospital licenses have been revoked making it
impossible for the Debtors to re-commence operations at the
Treatment Facilities; and (v) a lack of short and long-term
liquidity to fund the Debtors' obligations, which funding is not
readily available absent a comprehensive resolution of the Debtors'
financial situation.

The Debtors believe that there is substantial risk that the value
of the Purchased Assets will deteriorate if the transaction is not
consummated quickly.  Because they are no longer generating new
receivables, the longer the Debtors' Chapter 11 Cases are
prolonged, the strain of administrative expenses and the expenses
associated with caring for and maintaining the Debtors' assets in
bankruptcy will only increase.  It is therefore crucial for the
Debtors to complete a sale in the near future and the Stalking
Horse APA presents the Debtors with the best option to do so in a
value-maximizing and efficient way. If the Debtors are unable to
complete the sale process and consummate a transaction within the
timeframe described, their prospects to sell their assets will be
jeopardized, and the value of those assets is likely to continue to
decline resulting in substantially diminished recoveries to
creditors.

The Debtors ask approval of their entry into the Stalking Horse APA
with Perimeter or an affiliated assignee thereof, or such
alternative higher and/or better offeror as may appear as the
Successful Bidder at the conclusion of the Auction, which the
Debtors propose to be held on March 27, 2019.

Through the Bidding Procedures Order, the Debtors ask approval of
procedures that will provide structure, integrity, certainty, and
efficiency to their proposed sale process.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: March 25, 2019 at 12:00 noon (CT)

     b. Initial Bid: $22,970,000

     c. Deposit: 10% of the purchase price proposed in the
Qualified APA

     d. Auction: In the event that the Debtors determine to conduct
an Auction, the Auction will commence on March 27 at 10:00 a.m.
(CT) at the offices of Haynes and Boone LLP, 301 Commerce Street,
Suite 2600, Fort Worth, Texas 76102.

     e. Bid Increments: $100,000

     f. Sale Hearing: As soon as is practicable following the
conclusion of the Auction, the Debtors will present the Successful
Bid for approval by the Court.

In addition to the entry of the Bidding Procedures Order, the
Debtors ask entry of the Sale Order (a) authorizing and approving
the sale of the Assets pursuant to the terms of the Stalking Horse
APA or such other form of asset purchase agreement between the
Debtors and the Successful Bidder at the Auction free and clear of
all liens, claims, encumbrances, and other interests; and (b)
authorizing and approving the assumption and assignment of certain
executory contracts and unexpired leases.

The Debtors and the Stalking Horse Bidder have negotiated the terms
of a Stalking Horse APA through which the Stalking Horse Bidder has
agreed to acquire substantially all of the assets of the Debtors,
subject to Court approval.  The Stalking Horse APA contemplates
that the Stalking Horse Bidder will acquire the Assets in exchange
for: (a) the assumption of Assumed Liabilities; and (b) the payment
of the Cash Purchase Price in the nominal amount of $22 million.  
The transactions provided for in the Stalking Horse APA are
expressly subject to the Debtors' ability to solicit and receive
higher and/or better bids in accordance with the timeline and
pursuant to the procedures set forth in the Stalking Horse APA and
the Bidding Procedures.

The salient terms of the APA are:

     a. Sellers: The Debtors

     b. Buyer: REP Perimeter Holdings, LLC, or an affiliated
assignee

     c. Purchase Price: The Purchase Price is comprised of the
assumption of Assumed Liabilities and the Cash Purchase Price
amount of $22 million.  The outstanding balance of the DIP Loan as
of the Closing Date, as well as the outstanding balance of the
Bridge Loan as of the Closing Date will be credited to the Cash
Purchase Price.

     d. Deposit: The Stalking Horse Bidder will provide the DIP
Loan to the Debtors in lieu of providing a deposit.

     e. Purchased Assets: All of the Debtors' assets, rights and
properties pertaining to or used in connection with the Business as
existing on the Closing Date wheresoever located and whether or not
chased Assets carried or reflected on the books and records of
Seller other than the Excluded Assets.

     f. Assumed Liabilities: (i) all Liabilities, including all
cure costs and continuing performance obligations with respect to
the Assigned Contracts; (ii) 50% of any transfer taxes or stamps
associated with the Purchased Assets; (iii) real estate taxes
applicable to the Acquired Real Property accruing from and after
the Closing Date; and (iv) Liabilities of the Purchaser to the
Seller under the Stalking Horse APA.

     g. Break-up Fee: $600,000

     h. Expense Reimbursement: Up to $270,000, with the total
amount not to exceed the actual amounts expended by the Purchaser
in pursuit of the Contemplated Transactions.

     i. Transaction Milestone: Bid Procedures Order must be entered
within 15 days of the Petition Date.  The Sale Order must be
entered within 65 days of the Petition Date.

     j. Financing Contingency: The Stalking Horse Bidder is
permitted to terminate the Stalking Horse APA if the Stalking Horse
Bidder has not obtained on terms and conditions reasonably
satisfactory to it the financing Purchaser requires in order to
consummate the Contemplated Transactions within 45 days following
the Petition Date. The financing contingency will be removed after
45 days and 7 days ahead of the Auction.

After entry of the Bidding Procedures Order, the Debtors will cause
the Auction and Sale Notice.  As soon as is practicable after entry
of the Bidding Procedures Order, the Debtors will file with the
Bankruptcy Court and serve the Assumption and Assignment Notice.


In addition, to facilitate the sale, assumption, and assignment of
the Leases and Contracts to be assumed and assigned to the
Successful Bidder, the Debtors propose to serve and file with the
Court the Assumption and Assignment Notice as soon as practicable
after the entry of the Bidding Procedures Order and request that
the Court approve the following procedures for fixing any cure
amounts owed on the Leases and Contracts.  Unless the Contract
Counterparty or any other entity properly files an objection to the
supplemental Assumption and Assignment Notice in accordance with
the General Objection Procedures within 10 days of the date of the
Assumption and Assignment Notice, the Debtors may assume and assign
the Assumed and Assigned Contract, subject to the occurrence of the
Closing, without further order or notice of hearing.

All objections to the Sale of the Assets, the assumption and
assignment of the Assumed and Assigned Contracts, or any relief
requested in the Motion other than the relief granted by the Court
in the Bidding Procedures Order must be filed by no later than 5:00
p.m. (CT) on March 21, 2019.

Because of the potentially diminishing value of the Assets and
consistent with their proposed DIP Facility, the Debtors must close
the sale promptly after all closing conditions have been met or
waived.  Thus, they ask the Court to waive the stay imposed under
Bankruptcy Rules 6004(h) and 6006(d).

A copy of the Bidding Procedures and the Stalking Horse APA
attached to the Motion is available for free at:

            http://bankrupt.com/misc/SAS_Healthcare_67_Sales.pdf

                      About SAS Healthcare

SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/
-- collectively own three mental health facilities in the
Dallas/Forth Worth area.  Due to a decline in patient census and
the resulting decline in revenues, which resulted in large part
from the investigation by the Tarrant County District Attorney and
subsequent indictments, SAS ceased operating the medical facilities
and ceased accepting new patients as of Dec. 21, 2018.

SAS Healthcare and three subsidiaries sought Chapter 11 protection
(Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019.

SAS Healthcare estimated assets of $1 million to $10 million and
liabilities of the same range.

The Hon. Mark X. Mullin is the case judge.

The Debtors tapped Haynes and Boone, LLP as counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Omni Management Group,
as claims and noticing agent.


SCHULTE PROPERTIES: Unsecureds To be Paid in Full Within 5 Years
----------------------------------------------------------------
Schulte Properties LLC, filed a plan of reorganization and
accompanying disclosure statement.

Class 4 addresses the allowed claims of the general unsecured
creditors are impaired, which were owed, as of the petition date,
approximately $213,930.00. The holders of allowed unsecured claims
shall be paid in full within five years of the Effective Date. At
the Debtor's Option, Debtor may pre-pay any payment due without
penalty.

Class 1(a) addresses the claim of The Bank of New York Mellon are
impaired.  BYNM's claim shall be impaired and paid the amount of
its Allowed Claim, amortized at 5% interest over 30 years (26
payments per year, or a total of 780 payments), and in accordance
with all other terms of its related note and mortgage except as
otherwise set forth herein. The Debtor believes that the amount
owing on this claim is $640,905.96. The Allowed Claim shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $1,587.17, and the Creditor shall apply
each payment to principal and interest towards the Allowed Claim
amount as each payment is received.

Class 1(b) addresses the undisputed scheduled claim of Sabreco,
Inc. are impaired. Treatment is Sabreco, Inc. Defined Benefit
Plan's claim.

Class 2(a) addresses the claim of CitiMortgage, Inc. are impaired.
All Allowed Claims held by Class 2 Secured Claim holders shall be
paid in accordance with all other terms as set forth in the 2009
Bankruptcy Case Order of Confirmation except as otherwise set forth
herein. The Debtor believes that the total amount owing on this
claim is $80,216.77. The Allowed Claims of Class 2(a) shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $204.34, and the Creditor shall apply each
payment to principal and interest towards the Allowed Claim amount
as each payment is received.

Class 2(b) addresses the claim of City National Bank are impaired.
All Allowed Claims held by Class 2 Secured Claim holders shall be
paid in accordance with all other terms as set forth in the 2009
Bankruptcy Case Order of Confirmation except as otherwise set forth
herein. The Debtor believes that the total amount owing on this
claim is $21,519.79. The Allowed Claims of Class 2(b) shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $53.29, and the Creditor shall apply each
payment to principal and interest towards the Allowed Claim amount
as each payment is received.

Class 2(c) addresses the claim of Bayview Loan Servicing  are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the amount owing on this
claim is $59,113.39. The Allowed Claims of this class shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $146.39, and the Creditor shall apply each
payment to principal and interest towards the Allowed Claim amount
as each payment is received.

Class 2(d) addresses the claim of Wilmington Savings Fund Society
are impaired. All Allowed Claims held by Class 2 Secured Claim
holders shall be paid in accordance with all other terms as set
forth in the 2009 Bankruptcy Case Order of Confirmation except as
otherwise set forth herein. The Debtor believes that the total
amount owing on this claim is $93,447.98. The Allowed Claims of
this class shall be paid on a true bi-weekly basis, with payments
applied every other week by way of an ACH payment or similar
payment as determined by the Debtor in the amount of $238.05, and
the Creditor shall apply each payment to principal and interest
towards the Allowed Claim amount as each payment is received.

Class 2(e) addresses the claim of Bayview Loan Servicing, LLC are
impaired.  All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $62,328.16. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $154.35, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(f) addresses the claim of Nevada First Bank dba Bank of
Nevada dba Western Alliance Bank are impaired. All Allowed Claims
held by Class 2 Secured Claim holders shall be paid in accordance
with all other terms as set forth in the 2009 Bankruptcy Case Order
of Confirmation except as otherwise set forth herein. The Debtor
believes that the combined total amount owing on this claim is
$73,684.45. The Allowed Claims of this class shall be paid on a
true bi-weekly basis, with payments applied every other week by way
of an ACH payment or similar payment as determined by the Debtor in
the amount of $182.48, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(g) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $85,483.27.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $217.76, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(h) addresses the claim of The Bank of New York Mellon FKA
The Bank of New York are impaired. All Allowed Claims held by Class
2 Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $144,624.76.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $368.42, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(i) addresses the claim of MTGLQ Investors, L.P. are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $76,760.22. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $195.54, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received

Class 2(k) addresses the claim of The Bank of New York Mellon FKA
The Bank of New York are impaired. All Allowed Claims held by Class
2 Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein The Debtor
believes that the total amount owing on this claim is $112,374.82.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $278.29, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(l) addresses the claim of The Bank of New York Mellon FKA
The Bank of New York are impaired. All Allowed Claims held by Class
2 Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $68,519.91.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $174.55, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(m) addresses the claim of Bayview Loan Servicing, LLC are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $62,736.25. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $155.36, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(n) addresses the claim of Countrywide Home Loans Inc. All
Allowed Claims held by Class 2 Secured Claim holders shall be paid
in accordance with all other terms as set forth in the 2009
Bankruptcy Case Order of Confirmation except as otherwise set forth
herein. The Debtor believes that the total amount owing on this
claim is $38,260.02. The Allowed Claims of this class shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $94.75, and the Creditor shall apply each
payment to principal and interest towards the Allowed Claim amount
as each payment is received.

Class 2(o) addresses the claim of New Penn Financial, LLC d/b/a
Shell Point Mortgage are impaired. All Allowed Claims held by Class
2 Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $54,967.17.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $140.02, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(p) addresses the claim of MTGLQ Investors, L.P. c/o Selene
Finance, LP are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $62,975.91.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $160.42, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(q) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein The Debtor
believes that the total amount owing on this claim is $117,319.84.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $298.86, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(r) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $106,142.71.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $262.86, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(s) addresses the claim of Wells Fargo Bank, N.A., are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $7,809.15. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $19.34, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(t) addresses the claim of Wilmington Savings Fund Society
are impaired. All Allowed Claims held by Class 2 Secured Claim
holders shall be paid in accordance with all other terms as set
forth in the 2009 Bankruptcy Case Order of Confirmation except as
otherwise set forth herein. The Debtor believes that the total
amount owing on this claim is $85,834.24. The Allowed Claims of
this class shall be paid on a true bi-weekly basis, with payments
applied every other week by way of an ACH payment or similar
payment as determined by the Debtor in the amount of $218.65, and
the Creditor shall apply each payment to principal and interest
towards the Allowed Claim amount as each payment is received.

Class 2(u) addresses the claim of Fifth Third Mortgage Company are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $120,581.18. The Allowed Claims of this class
shall be paid on a true bi-weekly basis, with payments applied
every other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $298.61, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(v) addresses the claim of U.S. Bank National Association
are impaired. All Allowed Claims held by Class 2 Secured Claim
holders shall be paid in accordance with all other terms as set
forth in the 2009 Bankruptcy Case Order of Confirmation except as
otherwise set forth herein The Debtor believes that the total
amount owing on this claim is $104,223.38. The Allowed Claims of
this class shall be paid on a true bi-weekly basis, with payments
applied every other week by way of an ACH payment or similar
payment as determined by the Debtor in the amount of $258.10, and
the Creditor shall apply each payment to principal and interest
towards the Allowed Claim amount as each payment is received.

Class 2(w) addresses the claim of The Bank of New York c/o
Shellpoint Mortgage Serv are impaired. All Allowed Claims held by
Class 2 Secured Claim holders shall be paid in accordance with all
other terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $129,775.77.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $321.38, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(x) addresses the claim of MTGLQ Investors, L.P. are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $74,060.10. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $183.41, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(y) addresses the claim of JP Morgan Chase Bank, National
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $92,764.60.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $236.31, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(z) addresses the claim of Bank of New York as Trustee are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $49,645.58. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $126.47, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(aa) addresses the claim of Fidelity Bank are impaired. All
Allowed Claims held by Class 2 Secured Claim holders shall be paid
in accordance with all other terms as set forth in the 2009
Bankruptcy Case Order of Confirmation except as otherwise set forth
herein. The Debtor believes that the total amount owing on this
claim is $70,983.53. The Allowed Claims of this class shall be paid
on a true bi-weekly basis, with payments applied every other week
by way of an ACH payment or similar payment as determined by the
Debtor in the amount of $175.79, and the Creditor shall apply each
payment to principal and interest towards the Allowed Claim amount
as each payment is received.

Class 2(bb) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $81,986.41.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $208.85, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(cc) addresses the claim of MTGLQ Investors, L.P. are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $85,240.25. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $217.14, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(dd) addresses the claim of Countrywide Home Loans Inc. are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $88,387.92. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $218.89, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(ee) addresses the claim of Wells Fargo Bank, N.A. are
impaired. All Allowed Claims held by Class 2 Secured Claim holders
shall be paid in accordance with all other terms as set forth in
the 2009 Bankruptcy Case Order of Confirmation except as otherwise
set forth herein. The Debtor believes that the total amount owing
on this claim is $90,191.37. The Allowed Claims of this class shall
be paid on a true bi-weekly basis, with payments applied every
other week by way of an ACH payment or similar payment as
determined by the Debtor in the amount of $223.35, and the Creditor
shall apply each payment to principal and interest towards the
Allowed Claim amount as each payment is received.

Class 2(ff) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $90,823.99.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $231.37, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(gg) addresses the claim of Wilmington Savings Fund Society
are impaired. All Allowed Claims held by Class 2 Secured Claim
holders shall be paid in accordance with all other terms as set
forth in the 2009 Bankruptcy Case Order of Confirmation except as
otherwise set forth herein. The Debtor believes that the total
amount owing on this claim is $136,219.86. The Allowed Claims of
this class shall be paid on a true bi-weekly basis, with payments
applied every other week by way of an ACH payment or similar
payment as determined by the Debtor in the amount of $347.01, and
the Creditor shall apply each payment to principal and interest
towards the Allowed Claim amount as each payment is received.

Class 2(hh) addresses the claim of The Bank of New York Mellon FKA
The Bank of New York are impaired. All Allowed Claims held by Class
2 Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $111,961.41.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $285.21, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

Class 2(ii) addresses the claim of Federal National Mortgage
Association are impaired. All Allowed Claims held by Class 2
Secured Claim holders shall be paid in accordance with all other
terms as set forth in the 2009 Bankruptcy Case Order of
Confirmation except as otherwise set forth herein. The Debtor
believes that the total amount owing on this claim is $72,278.54.
The Allowed Claims of this class shall be paid on a true bi-weekly
basis, with payments applied every other week by way of an ACH
payment or similar payment as determined by the Debtor in the
amount of $184.12, and the Creditor shall apply each payment to
principal and interest towards the Allowed Claim amount as each
payment is received.

The Debtor believes that it will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date. The Plan Proponent must also
show that it will have enough cash over the life of the Plan to
make the required Plan payments. Debtors believes that it will have
sufficient cash generated through operations to make the payments
under the Plan. In the event that additional cash is needed, the
Debtor may, at its discretion, sell one or more of its properties
to facilitate plan payments.

A full-text copy of the Disclosure Statement dated February 27,
2019, is available at https://tinyurl.com/y3mnnzwo from
PacerMonitor.com at no charge.

                 About Schulte Properties

Schulte Properties LLC is the fee simple owner of various real
properties located in Las Vegas and Henderson, Nevada.  The Company
previously sought protection from creditors on May 31, 2017 (Bankr.
D. Nev. Case No. 17-12883).

Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 18-12734) on May 10, 2018.  In the petition signed by
Melani Schulte, managing member, the Debtor estimated $10 million
to $50 million in assets and liabilities.  The case is assigned to
Judge Laurel E. Babero.  The Debtor is represented by Matthew L.
Johnson, Esq., at Johnson & Gubler P.C., as counsel.


SCIENTIFIC GAMES: Prices Private Offering of $1.1 Billion Notes
---------------------------------------------------------------
Scientific Games Corporation's wholly owned subsidiary, Scientific
Games International, Inc., has priced $1,100.0 million of 8.250%
senior unsecured notes due 2026 at an issue price of 100.000% in a
previously announced private offering.

Scientific Games intends to use the net proceeds of the Notes
offering to redeem approximately $1.0 billion of its outstanding
10.000% senior unsecured notes due 2022, pay accrued and unpaid
interest thereon plus any related premiums, fees and costs and pay
related fees and expenses of the Notes offering.

The Notes will be guaranteed on a senior basis by Scientific Games
and certain of its subsidiaries, and the Notes will not be
secured.

The offering is currently expected to close on March 19, 2019,
subject to customary conditions.

The Notes will not be registered under the Securities Act of 1933,
as amended, or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.  The Notes
will be offered only to persons reasonably believed to be qualified
institutional buyers in accordance with Rule 144A and to non-U.S.
Persons under Regulation S under the Securities Act.

                       About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries.  Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.


Scientific Games reported a net loss of $352.4 million for the year
ended Dec. 31, 2018, compared to a net loss of $242.3 million on
$3.08 for the year ended Dec. 31, 2017.  As of Dec. 31, 2018,
Scientific Games had $7.71 billion in total assets, $10.18 billion
in total liabilities, and a total stockholders' deficit of $2.46
billion.


SCIENTIFIC GAMES: S&P Rates New $1.1BB Senior Unsecured Notes 'B-'
------------------------------------------------------------------
S&P Global Ratings on March 5 assigned its 'B-' issue-level rating
and '5' recovery rating to Las Vegas-based gaming equipment
manufacturer Scientific Games Corp.'s proposed $1.1 billion senior
unsecured notes due 2026. The '5' recovery rating indicates S&P's
expectation for modest recovery (10%-30%; rounded estimate: 10%)
for lenders in the event of a payment default.

The proposed notes will be issued by Scientific Games' direct
subsidiary, Scientific Games International, Inc. Scientific Games
plans to use the proceeds from these notes to redeem approximately
$1.0 billion of its $2.2 billion of outstanding 10.000% senior
unsecured notes due 2022.

"This transaction is modestly credit positive because we expect
that the new 2026 notes will feature lower interest rates than the
redeemed notes, which will improve the company's cash flow and
interest coverage. Additionally, the transaction will improve
Scientific Games' maturity profile because it extends the maturity
of about $1.0 billion of debt by four years," S&P said. "However,
the transaction is largely a debt-for-debt refinancing and does not
alter our base-case forecast for the company's leverage. Therefore,
all of our other ratings on Scientific Games, including our 'B'
issuer credit rating, remain unchanged."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

S&P's recovery ratings on Scientific Games' credit facility
(including revolver and term loan) and secured notes, senior
unsecured notes, and subordinated notes remain unchanged at '2',
'5', and '6', respectively.

Simulated default assumptions

-- S&P's simulated default scenario contemplates a payment default
occurring in 2022 due to a prolonged economic downturn that reduces
consumer spending on gaming, extends the gaming equipment
replacement cycle, and meaningfully reduces spending on new
equipment.

-- S&P assumes Scientific Games will reorganize under a distressed
scenario and used a 6x multiple to value the company, which is
modestly lower than the average multiple it uses for the leisure
industry. The lower multiple reflects the highly volatile nature of
the company's product sales--due to its reliance on new casino
openings and the strength or weakness of the replacement cycle--and
the sensitivity of consumer discretionary spending in casinos to
economic conditions, which are only modestly offset by the relative
stability of its lottery sales.

-- S&P assumes the revolver would be 85% drawn at the time of
default.

-- In S&P's analysis, it assumed Scientific Games' domestic
operating subsidiaries, which are guarantors of the credit
agreement and secured notes, generate about 75% of its total EBITDA
and that foreign subsidiaries generate about 25%. As a result, S&P
attributed 75% ($4 billion) of the net available recovery value to
domestic operating entities and 25% ($1.3 billion) to foreign
operating entities.

-- Under S&P's analysis, the senior secured debtholders have a
priority claim against substantially all of the available domestic
value ($4 billion) and a priority claim against 65% ($870 million)
of the foreign value ($1.3 billion), which represents the value we
have attributed to the foreign stock pledge.

-- Total value attributable to senior secured claims would total
$4.9 billion.

-- S&P estimated total first-lien senior secured claims of $6.4
billion at default, leaving a first-lien unsecured deficiency claim
of about $1.5 billion. The first-lien senior credit facilities'
unsecured deficiency claim and the senior unsecured notes' claim
(which S&P estimates at about $2.7 billion at default) would
constitute pari passu unsecured claims against the remaining $469
million of recovery value, which represents the value S&P
attributes to the 35% unpledged foreign equity.

Simplified waterfall

-- Emergence EBITDA: $941 million
-- EBITDA multiple: 6.0x
-- Gross recovery value: $5.6 billion
-- Net recovery value after administrative expenses (5%): $5.4
billion
-- Obligor/nonobligor valuation split: 75%/25%
-- Estimated first-lien secured debt: $6.4 billion
-- Total collateral value available to secured debt: $4.9 billion
    --Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Estimated senior unsecured claims*: $4.2 billion
-- Value available to unsecured claims: $469 million
    --Recovery expectations: 10%-30% (rounded estimate: 10%)
-- Estimated subordinated debt: $603 million
-- Value available to subordinated debt: $0
    --Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
*Senior unsecured claims represent unsecured debt outstanding
(about $2.7 billion) and the pari passu secured deficiency claim
($1.5 billion).

  RATINGS LIST

  Scientific Games Corp.
   Issuer Credit Rating          B/Stable/--

  New Rating

  Scientific Games International Inc.
   Senior Unsecured
    $1.1B Notes Due 2026         B-
     Recovery Rating             5(10%)


SCOTTY'S HOLDINGS: Carmel Buying Alcoholic Beverage Permit for $75K
-------------------------------------------------------------------
Scotty's Holdings, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to authorize
the sale of an Indiana Alcoholic Beverage Permit, license
#RR2939999, to Carmel Lofts, LLC for $75,000.

The Debtor owned and operated a "Scotty's Brewhouse" bar and
restaurant location from approximately March of 2011 until it
ceased operating on Dec. 21, 2018.  its assets consist of cash
collateral, certain restaurant equipment, and the License.  Most of
its assets are encumbered by secured liens, but the Debtor submits
that the License is not encumbered pursuant to Indiana law.

The Debtor's operations are permanently shuttered.  It has no
further need for the License, and its highest and best use for the
estate at this point is to be sold and raise fund to pay creditors.
  

On Jan. 2, 2019, the Debtor agreed to sell the License to the
Purchaser for $75,000 pursuant to an asset purchase agreement.  The
Agreement provides standard representations and warranties,
covenants, and closing deliveries.   

The Purchaser was the Debtor's landlord at the Debtor's place of
business located at 110 West Main Street, Carmel, Indiana 46032.
The Debtor will have no relationship with the Purchaser after this
sale.  The Purchaser's offer is contingent upon the Debtor
obtaining a final, non-appealable sale order in the case, and the
Debtor obtaining the approval of the Indiana Alcohol Beverage
Commission regarding the transfer of the License.

By the Sale Motion, the Debtor asks authority to sell the License
to the Purchaser free and clear of all liens, claims, interests and
encumbrances.  It proposes that is will hold the net sale proceeds
in its account at Chase Bank subject to further order of the Court.


The Debtor is obligated to Huntington National Bank N.A. under a
secured loan with a petition date balance of approximately $1.1
million.  Under the Huntington Bank loan documents, the Debtor
granted Huntington Bank a blanket lien in its assets, including
general intangibles.  Huntington Bank has filed UCC-1 financing
statements against which provide notice that Huntington Bank has a
lien on general intangibles.

The Debtor is also obligated to Rewards Network Establishment
Services Inc. under a secured loan that is styled as a purchase of
credit card receivables.  Under the Rewards Network loan documents,
the Debtor granted Rewards Network with a blanket lien in all of
its assets including general intangibles.  Rewards Network has
filed UCC-1 financing statements which provide notice that Rewards
Network has a lien on general intangibles.

Despite the granting of liens and filed UCC-1 financing statements,
neither Huntington Bank or Rewards Network has a lien on the
License pursuant to Indiana law, and the Debtor is unaware of any
other parties who might assert a lien in the License.

The only cost the Debtor is aware of that would need to be paid at
a closing on the License is the $250 advance cost fee pursuant to
I.C. Section 7.1-4-4.1-6.  It submits that it is current on all of
its state tax obligations.  

The Debtor did not formally market the License.  Instead, it was
approached by the Purchaser with an unsolicited offer.  The Debtor
has consulted with its ordinary course counsel who specializes in
matters before the Indiana Alcohol Beverage Commission regarding
the fair market value of the License.  The counsel has advised that
the Purchase Price is the going rate for a liquor license in
Hamilton County, Indiana area.  

The Debtor submits no further marketing is needed because the
Purchase Price is equal to fair market value.  The Debtor does not
believe that further marketing efforts will result in a better
offer than the Purchaser has made.  The additional cost, time, and
potential marketing expenses are, in its opinion, simply not
justified under the circumstances, and it could lose its Purchaser
if there is any delay.

The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Sale Motion, that the Court waives the
14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure.

Finally, it asks that the Court schedules a hearing on the Sale
Motion.

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

        http://bankrupt.com/misc/Scottys_Holdings_175_Sales.pdf

The Purchaser is represented by:

        Jay P. Kennedy, Esq.
        KROGER, GARDIS & REGAS, LLP
        111 Monument Circle, Suite 900
        Indianapolis, IN 46204-5125
        Telephone: (317) 777-7428

                     About Scotty's Holdings

Scotty's Brewhouse is a craft beer sports bar with 16 locations
throughout Indiana, Illinois, Ohio, Florida, and Texas.  The
original Scotty's Brewhouse was opened in Muncie, Indiana in 1996.

Scotty's Holdings, LLC, and its affiliates, including Scotty's
Brewhouse, filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243)
on Dec. 11, 2018.  In the petitions signed by Berekk Blackwell,
executive manager, Scotty's Holdings estimated $1 million to $10
million in both assets and liabilities and Scotty's Brewhouse
estimated $100,000 to $500,000 in both assets and liabilities.

The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC,
as attorneys.


SIMKAR LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SIMKAR LLC
        560 White Plains Rd
        Tarrytown, NY 10591-5113

Business Description: SIMKAR LLC -- http://www.simkar.com--
                      is an internationally known designer,
                      developer, and manufacturer of lighting
                      products.  Since 1952, the Company has
                      provided a diverse selection of high-quality

                      LED lighting fixtures, along with other
                      technologies to contractors, specifiers, and
                      other strategic partners.  The Company
                      designs and manufactures lighting fixtures
                      at its 283,500 square foot manufacturing
                      facility in Philadelphia, PA.

Chapter 11 Petition Date: March 6, 2019

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

Case No.: 19-22576

Judge: Hon. Robert D. Drain

Debtor's Counsel: H. Bruce Bronson, Jr., Esq.
                  BRONSON LAW OFFICES, P.C.
                  480 Mamaroneck Avenue
                  Harrison, NY 10528-0023
                  Tel: 877-385-7793
                  Fax: 888-908-6906
                  E-mail: ecf@bronsonlaw.net
                          hbbronson@bronsonlaw.net

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Alfred Heyer, Neo Lights Holdings Inc.,
president of managing member.

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

              http://bankrupt.com/misc/nysb19-22576.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Addy Source LLC                         Loan              $250,000
2361 Nostrand Ave, Ste 501
Brooklyn, NY
11210-3954

Alder Optomechanical                   Vendor             $138,877
No. 171 Tianjin Street
Pingzhen City
Christopher De Bary, SVP
Email: christophe.debarge@alder.com

Arcbest                              Trade Debt           $226,148
4000 Richmond St.
Phila, PA
19137-1405
Steve Koplove
Tel: (215) 546-5100

Best Lighting Products                 Vendor             $250,636
1213 Etna Pkwy
Pataskala, OH
43062-8041

Camden Yards Steel Co.                 Vendor             $389,553
2500 Broadway Bldg
East Camden, NJ 08105
Mike Amato
Email: mamato@camdenyardssteel.com

Complete Business                       Loan              $250,000
Solutions Group
23 N 3rd Street
Philadelphia, PA
19106-4507

Eaglerise E & E Inc.                   Vendor             $765,823
320 Constance Dr., Ste 1
Warminster, PA
18974-2877

Influx Capital LLC                      Loan              $270,000
32 Court St Ste 205
Brooklyn, NY
11201-4404

Local Union 1158                      Trade Debt          $102,802
IBEW
Rockwood Office Park
501 Carr Rd Ste 220
Wilmington, DE
19809-2866
Joe Calabro
Email: jpcalabro@ibew1158.com

Mode Transportation LLC               Trade Debt          $100,985
PO Box 71188
Chicago, IL 60694-1188
Jeff Blank
Tel: (800) 592-7449
Email: jeff.blank@modetransportation.com

Old Dominion Freight Line             Trade Debt          $184,514
PO Box 415202
Boston, MA 02108
Deborah Haynes
Tel: (336) 822-5255

Osram Sylvania Inc.                   Trade Debt          $203,898
PO Box 98218
Chicago, IL 60693-8218

Pace Electronics Products             Trade Debt          $188,877
34 Foley Dr
Sodus, NY
14551-1044

Philips Lighting
North America Corp.                     Vendor            $263,036
PO Box 100332
Rosemont, IL 60018

S Lite Co Ltd.                        Trade Debt          $160,157
Dong Keng 3rd
Ind'l Distr Dong
Keng Vill

Shenzhen Long Sun                        Vendor           $150,674
Optoelectronic
S Tech Co Block
A Weihao H

TRC Electronics Inc.                   Trade Debt         $160,692
4171 Stony Ln
Doylestown, PA
18902-1160

United Healthcare                   Health Insurance      $233,497
22703 Network Pl
Chicago, IL
60673-1227
Robert Peralta
Tel: (860) 702-7641
Email: robert-a-peralta.com

United Healthcare Ins. Co.          Health Insurance      $241,416
22703 Network Pl
Chicago, IL
60673-1227
Robert Peralta
Tel: (860) 702-7641
Email: robert-a-peralta@uhc.com

Yes Capital LLC                            Loan           $100,000
1233 48th St
Brooklyn, NY
11219-3010


SMWS GROUP: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: SMWS Group LLC
        14125 Seneca Rd.
        Germantown, MD 20874

Business Description: SMWS Group LLC SMWS Group LLC is a lessor
                      of real estate based in Germantown,
                      Maryland.  The Company previously sought
                      bankruptcy protection on Dec. 13, 2018
                      (Bankr. D. Md. Case No. 18-26379).

Chapter 11 Petition Date: March 6, 2019

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Case No.: 19-12941

Debtor's Counsel: David Erwin Cahn, Esq.
                  LAW OFFICE OF DAVID CAHN, LLC
                  129-10 West Patrick St. 2nd Floor
                  Frederick, MD 21701
                  Tel: 3017998072
                  Email: cahnd@cahnlawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Asia Shah, managing member.

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

         http://bankrupt.com/misc/mdb19-12941.pdf


SOUTH SIDE: To Sell Rotator to Pay Claims Under Chapter 11 Plan
---------------------------------------------------------------
South Side Salvage, Inc., filed a plan of reorganization and
accompanying disclosure statement.

The unsecured claims which are not entitled to priority against the
Debtor total $683,917.77. This amount includes any claims the
Debtor avers are not secured and any claims bi-furcated.

According to the books and records of the Debtor, as of the
Petition Date, the secured claims against the Debtor were:

   Somerset Trust Company - $72,432.85
   Eastern Funding, LLC -  $181,128.85
   Wells Fargo Equipment Finance - $178,311.73

According to the books and records of the Debtor, the unsecured
claims entitled to priority against the Debtor were:

   Internal Revenue Service - $159,397.42
   Pennsylvania Department of Revenue - $1,111.25

The sources of Plan funding are as follows:

   A. Continued operations with the Debtor remitting a monthly
payment of $5,699.32 per month to the Plan Disbursement
Fund/Agent.

   B. Within six (6) to eight (8) months following the Effective
Date of the within Plan, the Debtor intends to sell the asset
securing the claim of Eastern Funding, LLC, a 2013 Western Star
Rotator, which the Debtor anticipates will generate funds in the
approximate amount of $400,000.00-$500,000.00. After distributing
funds equal to the amount due and owing to Eastern Funding, LLC,
along with other ordinary and necessary costs of sale, the Debtor
anticipates that said sale will generate approximately $250,000.00,
which the Debtor will distribute according to the terms and
conditions of the within Plan. The sale of the 2013 Western Star
Rotator will not affect the Debtor's business operations.

A full-text copy of the Disclosure Statement dated February 25,
2019, is available at https://tinyurl.com/y6kpunho from
PacerMonitor.com at no charge.

                  About South Side Salvage

South Side Salvage, Inc. -- http://southsidesalvage.com/newsite--
provides heavy duty towing and recovery, semi-truck repair, used
truck parts, and more serving Pennsylvania, Maryland and West
Virginia.  It was founded in July 2003 by William H. Oester.

South Side Salvage sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-70603) on Aug. 27,
2018.  In the petition signed by William Oester, president, the
Debtor disclosed $1,607,478 in assets and $1,172,307 in
liabilities.  Judge Jeffery A. Deller presides over the case.  The
Debtor tapped Spence, Custer, Saylor, Wolfe & Rose, LLC, as its
legal counsel; and Barnes Saly & Company, P.C., as its accountant.


SOUTH TEXAS INNOVATIONS: Seeks Extension of Exclusivity Period
--------------------------------------------------------------
South Texas Innovations, LLC asked the U.S. Bankruptcy Court for
the Southern District of Texas to extend the period during which it
has the exclusive right to file a Chapter 11 plan through March 18
and to confirm the plan through June 3.

The company's current exclusive filing period expired on Feb. 27.

South Texas Innovations does not currently operate but has
significant litigation and receivables that need to be addressed in
its bankruptcy plan. Although the company has already drafted a
plan and a disclosure statement, the documents have not been
reviewed and approved by its principal, according to its attorney,
Johnie Patterson, Esq., at Walker & Patterson, P.C., in Houston,
Texas.

                 About South Texas Innovations

Creditors Titan Formwork Systems LLC, Superior Crushed Stone LC and
T-Star Sawing & Drilling LLC filed a Chapter 7 involuntary petition
(Bankr. S.D. Texas Case No. 18-34245) against South Texas
Innovations LLC on Aug. 3, 2018.  The creditors are represented by
Lisa M. Norman, Esq.

On November 1, 2018, the Chapter 7 case was converted to one under
Chapter 11 (Bankr. S.D. Texas Case No. 18-34245).  The case has
been assigned to Judge David R. Jones.  The Debtor tapped Walker &
Patterson, P.C. as its legal counsel.


SRI HOLDINGS: Liggins Buying Columbia Condo Unit 309 for $335K
--------------------------------------------------------------
SRI Holdings, LLC, asks the U.S. Bankruptcy Court for the District
of Maryland to authorize the sale of the commercial condominium
unit known as 8600 Snowden River Parkway, Unit 309, Columbia,
Maryland to Phillip Liggins for $335,000, free and clear of all
other liens.

At the time of filing of the bankruptcy case, the Debtor owned and
still owns the Real Property, which was scheduled at $335,000.  It
is secured by a Deed of Trust currently held by National Loan
Investors, L.P., in the current approximate amount of $315,000.
Additionally, there is a second Deed of Trust for the benefit of
Charles R. Goldstein, Chapter 7 Trustee for the Bankruptcy Estates
of Advanced Hearing Centers, Inc. and Advanced Audiology Group,
Inc.  

The Real Property was pledged as collateral guaranteeing the
performance of the debtors, Advanced Hearing Centers, Inc. and
Advanced Audiology Group, Inc. in two consolidated Chapter 7 cases.
The Real Property was one of several pledged by the debtors in
those cases to guarantee a settlement agreement.

Prior to the filing of the Chapter 11 bankruptcy, the Debtor had
been marketing the property for sale.  After extensively marketing
the property, the Debtor had executed a contract of sale for the
Real Property, in the amount of $335,000.  The Property is being
sold to the Buyer, an individual previously unknown to the Debtors.


There are no agreements being made with management due to the fact
that the Property is simply an office condominium with no employees
or management.  The Property will not be auctioned.  The closing
will take place within a reasonable period after the approval of
the Motion to Sell.  A good faith deposit in the amount of $5,000
has been delivered to the real estate agent representing the
Purchaser.

There are no unexpired leases of the Property.  The Debtor will
retain all of its books and records.

The Debtor believes that the sale of the property is in the best
interests of the bankruptcy estate because it will maximize the
amount payable to National Loan Investors, L.P. as well as to the
other creditors.

Because this is a sale of all or substantially all of the assets of
the Debtor, the Debtor, by the Motion, will provide such adequate
information as is required in a disclosure statement under Section
1125(b) of the United States Bankruptcy Code.  

There is a strong business justification for the proposed sale.
The Debtor is the owner of one office condominium only and has no
other assets.  It was significantly behind on the payments to its
secured creditor, National Loan Investors, L.P., and a foreclosure

sale was scheduled.  The Debtor had obtained a market price
contract for the property from an independent third-party
purchaser, after a marketing period of several months.  The sale of
condominium will allow the secured creditor to be paid all or
substantially all due to the creditor.  That sale will provide the
highest benefit to the bankruptcy estate.  

The Debtor does not seek relief from the 14-day stay imposed by
Bankruptcy Rule 6004(h).   

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

        http://bankrupt.com/misc/SRI_Holdings_11_Sales.pdf

Counsel for the Debtor:

          Geri Lyons Chase, Esq.
          LAW OFFICE OF GERI LYONS CHASE
          2007 Tidewater Colony Drive, Suite 2B
          Annapolis, MD 21401
          Telephone: (410) 573-9004
          E-mail: gerichase@verizon.net

                       About SRI Holdings

SRI Holdings, LLC, sought Chapter 11 protection (Bankr. D. Md. Case
No. 19-10396) on Jan. 10, 2019.  In the petition signed by Sanjay
Srivastava, president, the Debtor estimated assets and liabilities
in the range of $100,001 to $500,000.  The Debtor tapped Geri Lyons
Chase, Esq., at Law Office of Geri Lyons Chase as counsel.  




STONE PLACE: Unsecureds to Get 40% Paid Over 72 Months at 0%
------------------------------------------------------------
Stone Place International, LLC, has file a Chapter 11 Plan and
Amended Disclosure Statement.

Class IV General Unsecured Claims are Impaired.  Each holder of a
properly filed or scheduled and undisputed allowed claim will
receive a minimum amount equal to 40% of the allowed claim paid
over 72 months pursuant to a promissory note at zero present
interest (0%) given by the Debtor upon the order confirming plan
becoming a final non-appealable order.

Class III Secured Creditors are Impaired.  Each holder of an
allowed secured claim will receive the full value of their secured
claim over a 72-month period at an interest rate of 7.25% (Prime +
2) or the agreed upon contract rate, whichever is lower.

The cash payments under the plan shall be made out of the proceeds
of the Debtor's day to day operation. The Debtor has identified on
Amended Schedule B a potential legal malpractice lawsuit against
the attorney who represented all of the Defendants in the Rene Papa
matter.

A full-text copy of the First Amended Disclosure Statement dated
February 20, 2019, is available at https://tinyurl.com/yxovlhh3
from PacerMonitor.com at no charge.

                     About Stone Place Int'l

Stone Place International filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No.
18-04000) on May 16, 2018.  In the petition signed by Christiano
Camargo, owner, the Debtor estimated less than $50,000 in assets
and less than $500,000 in liabilities as of the bankruptcy filing.
John P. Sherman, Esq., at Gallardo Law Office, is the Debtor's
counsel.  No official committee of unsecured creditors has been
appointed in the Chapter 11 case.


STRATEGIC MATERIALS: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Strategic Materials Holding
Corp.'s Corporate Family Rating (CFR) to Caa1 from B3, the
Probability of Default Rating to Caa1-PD from B3-PD, the first-lien
senior secured term loan and revolving credit facility ratings to
B3 from B2 and the second-lien senior secured term loan rating to
Caa3 from Caa2. The rating outlook is stable.

RATINGS RATIONALE

The downgrades reflect steadily deteriorating results and
significant underperformance relative to expectations with
debt-to-EBITDA in the mid-7x range, an EBITDA margin 300 basis
points lower than prior year levels and breakeven free cash flow,
benefiting from a sharp reduction in capital expenditures.

Lower volumes from weakness in the glass container segment and
higher costs to acquire supply are dragging margins sharply lower
while constraining free cash flow. Closure of a key customer's
glass bottle manufacturing plant, in response to weaker market
demand, has also been a factor in reduced volumes and resulted in
supply overflow and production inefficiencies. The average supply
cost has risen due to a decrease in inbound single-stream, higher
contamination glass and an increase in cleaner, less contaminated
supplies - this has resulted in lower tipping fees to Strategic
Materials. Waste companies, a key supply source for Strategic
Materials, are investing more in recycling equipment and
technologies, enabling them to deliver higher quality glass.

Anticipated annual rate increases and benefits from prior capital
investments should support modest improvement in credit metrics but
Moody's expects lingering end market softness, a stretched balance
sheet and weak liquidity will constrict financial flexibility and
sustain weak credit metrics well into 2020.

Moody's took the following rating actions on Strategic Materials
Holding Corp.:

  - Corporate Family Rating downgraded to Caa1 from B3

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

  - First-Lien Senior Secured Revolving Credit Facility downgraded
to B3 (LGD3) from B2 (LGD3)

  - First-Lien Senior Secured Term Loan downgraded to B3 (LGD3)
from B2 (LGD3)

  - Second-Lien Senior Secured Term Loan downgraded to Caa3 (LGD5)
from Caa2 (LGD5)

  - Outlook, remains Stable

The Caa1 CFR reflects high leverage and small scale (net revenues
of $250 million), highlighting what has historically been a steady
but modest-growth operating model that has produced
negative-to-flat free cash flow (cash flow from operations less
capital expenditures). The company maintains significant supplier
and customer concentration as well as heavy reliance on the State
of California in generating revenues and earnings. Favorably,
Strategic Materials' supply of glass benefits from recycling
regulations/mandates, particularly those with weight requirements
or targets. Contracted demand for recycled glass/cullet provides a
degree of top-line stability as key end markets, containers and
fiberglass, are expected to maintain moderate growth trajectories.
Strategic Materials is a North American leader in glass recycling
and within its niche focus has the footprint from which to further
expand into Mexico and Latin America where glass container usage is
significantly higher than in the US. Differentiated processing
capabilities such as fine grind technology are expected to boost
growth in higher-margin product lines such as abrasives and flat
glass which could enhance margins and cash generation. A largely
variable cost structure provides better flexibility to adjust to
changes in market conditions, lessening the potential impact from a
sharp drop in demand.

Strategic Materials' liquidity profile is weak, reflecting
negligible cash on the balance sheet and Moody's expectation for
modestly negative-to-breakeven free cash flow over the next twelve
months. A $40 million revolving credit facility (just over $30
million available at December 31, 2018), set to expire in 2022,
provides liquidity but is subject to a springing total net leverage
ratio tested if the aggregate amount of outstanding borrowings
exceeds 35% of the facility. Moody's believes there is a high
likelihood the covenant test will be triggered, and that covenant
cushion will be tight over the next several quarters, but expects
the company will remain in compliance through 2019. The term loans
do not have financial maintenance covenants. There are no near-term
debt maturities and less than $3 million of annual amortization
payments required on the first-lien term loan. With the credit
facilities all secured on a first and second-lien basis, there are
limited sources of alternate liquidity as substantially all assets
are pledged.

The stable rating outlook reflects expectations for modest
improvement in revenue and earnings with margins expected to
stabilize in 2019, boosted by growth in higher-margin abrasives and
highway bead, largely offsetting higher costs to obtain scrap glass
supply. Free cash flow generation will remain challenged but should
show improvement, again benefiting from the curtailment of capital
expenditures.

The ratings could be downgraded if the liquidity position
deteriorates, highlighted by increasingly negative free cash flow
and incremental use of the revolving credit facility. Lower or
negative revenue growth, possibly due to weaker demand in the
non-container end markets or unfavorable developments on glass
recycling initiatives, could also negatively impact the ratings.

Upward rating activity is not anticipated at this time but over a
longer time horizon, Moody's could upgrade Strategic Materials'
ratings with growth in revenues and margins, buoyed by lower costs
to acquire and process recyclable glass and/or sharply stronger
demand for cullet. Reduced reliance on the State of California
would also be viewed favorably. Debt-to-EBITDA below 6x on a
sustained basis and positive free cash flow would also be necessary
for an upgrade.

Strategic Materials, Inc. is an environmental services company
focused on recycling and processing scrap glass (over 90% of
revenues), known as cullet, as well as processing post-industrial
scrap plastic (nearly 10% of revenues). Cullet is a necessary input
to the glass manufacturing process and utilized across multiple end
markets and product categories such as containers, fiberglass,
abrasives, flat glass and a range of other industrial applications.
Latest twelve month net revenues for the period ending September
30, 2018 were approximately $250 million.

Strategic Materials is owned by private equity firm Littlejohn &
Co., LLC after it acquired the company in November 2017.


SUPER QUALITY: Plan Modifies Treatment of Equity Interest Holders
-----------------------------------------------------------------
Super Quality Cleaners, LLC, filed with the U.S. Bankruptcy Court
for the District of Colorado a disclosure statement describing its
third amended plan of reorganization dated Feb. 28, 2019.

The third amended plan modifies the treatment of equity interest
holders in Class 4. On the Effective Date, the two members of the
Debtor will each contribute $15,000 (for a total of $30,000) as
"new value" to assist the Debtor to obtain new equipment that is
necessary for the continuation of the Debtor's business.
Specifically, the Debtor is in need of a new boiler, a shirt
machine, delivery truck, and new computers and software.
Additionally, the members of the Debtor will (a) personally
guaranty any loan or loans necessary to finance the amount needed
to purchase such equipment; (b) not receive any distributions from
post-confirmation Net Profits on account of their pre-petition debt
Claims against the Debtor; and (c) continue to manage the Debtor's
post-confirmation operations. As a result of their contribution of
"new value" (the infusion of cash, guaranty of debt necessary to
purchase new equipment, forgiveness of debt, and management
services going forward), the members shall retain their
pre-petition Equity Interests.

Payments and distributions under the Plan will be funded by cash
flow from operations, post-confirmation loans, and contributions of
capital from the Debtor's members. The Debtor will have to defer
some ordinary business expenses and necessary capital expenditures
in order to generate sufficient profits to make distributions to
unsecured creditors.

A copy of the corrected Disclosure Statement dated Feb. 28, 2019 is
available at https://tinyurl.com/yyzglkx5 from Pacermonitor.com.

A copy of the Disclosure Statement dated dated Feb. 28, 2019 is
available at https://tinyurl.com/yymxppdr from PacerMonitor.com.

               About Super Quality Cleaners

Super Quality Cleaners, LLC is a dry-cleaning plant located in
Colorado Springs, Colorado.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-20703) on November 21, 2017.  At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $500,000.

Judge Michael E. Romero presides over the case.

The Debtor hired Wadsworth Warner Conrardy, P.C. as its bankruptcy
counsel and Waugh & Goodwin, LLP as its accountant.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Super Quality Cleaners, LLC, as
of Jan. 24, according to a court docket.


T CAT ENTERPRISE: J.A. Johnson Offers $44K for Talbert Trailer
--------------------------------------------------------------
T CAT Enterprise, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois to authorize the sale of a 2015
Talbert 55 Ton 26' X 102" Lowboy Trailer to J.A. Johnson Paving Co.
for $44,000.

The Debtor is the owner of the Trailer.  It was valued by the
Debtor in Schedule B in the amount of $50,000.  Said Trailer is
secured by an alleged lien in favor of Bank Capital Services LLC,
doing business as F.N.B. Equipment Finance, in the amount of
approximately $33,000.

The Debtor has received an offer from the Buyer to purchase said
Trailer for the sum of $44,000.

The Debtor believes that the sale is in the best interests of all
creditors and parties in interest as the sale will reduce an
expensive monthly obligation and provide needed working capital
during the winter months.

A hearing on the Motion is set for Feb. 28, 2018 at 10:30 a.m.

                     About T CAT Enterprise

T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a
family-owned and operated construction company specializing in
excavation, railroad clean up, and snow plowing services in the
tri-state area.  In addition, the Company also offers hauling
services, demolition services, and pavers and asphalt repairs.  

T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter
11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018.
In the petition signed by James R. Trumbull, president, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities.  The Hon. Jack B. Schmetterer oversees the case.
Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol,
serve as bankruptcy counsel to the Debtor.


T.C.'S GRILL: Unsecureds to Get  $649 Bi-Annual Payment Until 2024
------------------------------------------------------------------
T.C.'s Grill, Inc., filed a First Amended Plan of Reorganization.

Class 6b - General Unsecured Class creditors' claims in the general
unsecured class 6b total $25,966 are impaired.  Bi-Annual payment
of $649. Payment begin on December 15, 2019 and payment end on
December 14, 2024.

Class 2 - Secured claim of Gulf Coast Bank & Trust are impaired
with a total claim of $197,000. Monthly payment of $1,026 in months
1-30 increasing to $2,212 in months 31-60. Payment begin on July
15, 2019, and payment end on or before July 12, 2014.

Class 3 - Secured claim of On Deck Capital are impaired with  a
total claim of 36,627.50. Monthly payment of $265 months 1- 30
increasing to $421 in months 31-60. Payment begin on July 15, 2019,
and payment end on or before July 14, 2024.

Class 4 - Secured claim of US Foods Inc are impaired with a total
claim  $21,475. Monthly payment of $107 months 1-30 increasing to
$238 in months 31-60. Payment begin on July 15, 2019, and payment
end on or before July 14, 2024.

Class 5 - Secured claim of Performance Food Group are impaired with
a total claim of $675. A one-time lump sum payment of $625 shall be
paid 30 days Effective date as payment in full of the Class 5
Claimants Claim. Payment begin on July 15, 2019 and payment end on
July 15, 2019.

Class 6a - 1122(b) Convenience Class] are impaired.  At the time of
writing of the disclosure statement the number of creditors
accepting their payment as a member of Class 6a is unknown.
Creditors in this class whose claims are $1000 or less may choose
to reduce the amount of their claim to 50% of their allowed claim
and to accept a one-time cash payment equal to 50% of their claim
as payment in full 30 days after the effective date.

Class 6c - United Community Bank claim on the note executed by the
Debtor and K.T. & I Enterprises ("KT&I") are impaired. All payments
to this claimant are being made by KT&I.

Payments and distributions under the Plan will be funded by the
following: Cash flow from operations are projected to be sufficient
to make all payments under the plan. In the event additional funds
are needed to make payments under the plan, Steven A Nelson will be
available to make new value contributions to the debtor.
Historically Steven A Nelson has made equity contributions to the
debtor.

A full-text copy of the First Amended Plan dated February 27, 2019,
is available at https://tinyurl.com/y3odxj3j from PacerMonitor.com
at no charge.

                  About T.C.'s Grill, Inc.

T.C.'s Grill, Inc., filed a Chapter 11 petition (Bankr. E.D. Tenn.
Case No. 18-32229) on July 21, 2018.  In the petition signed by
Steven A. Nelson, president, the Debtor estimated less than $50,000
in assets and $100,000 to $500,000 in liabilities.  The Debtor is
represented by T.C.'s Grill, Inc., Esq., of Scott Law Group, PC.


TAG MOBILE: Trustee Proposes Rosen Auction of Personal Property
---------------------------------------------------------------
Robert Yaquinto Jr., the Chapter 11 trustee for TAG Mobile, LLC,
asks the U.S. Bankruptcy Court for the Northern District of Texas
to authorize the sale of miscellaneous office equipment and
furniture located at 1330 Capital Pkwy Carrollton, Texas by
auction.

The Debtor's business consists of the sale and service of mobile
telephone services primarily to low-income customers through the
FCC's Lifeline Program.  The Trustee is operating that business and
exploring various alternatives to maximize the value of the
bankruptcy estate.

A list of the Personal Property is reflected on Exhibit A attached
to the Motion, a copy of which is available at
http://bankrupt.com/misc/TAG_Mobile_222_Sales.pdf

The Debtor is moving to a smaller office space and no longer needs
the Personal Property.

The Trustee asks Court approval to sell the Personal Property free
and clear of any liens or encumbrances with any liens or
encumbrances to attach to the proceeds of the sale.  He believes it
is necessary and in the best interest of the estate and its
creditors to sell the Personal Property at an online auction to the
highest bidder.

The auction is to be held by Rosen Systems, Inc., with bidding to
open on March 5, 2019 at 10:00 a.m. (CT) and will close on March
12, 2019 at 10:00 a.m. (CT).  Inspection of the assets will be on
March 11, 2019 from 9:00 a.m. to 3:00 p.m. at the Debtor's current
business office located at 1330 Capital Pkwy Carrollton, TX 76006.
The Trustee believes the sale of the Personal Property is in the
best interest of the estate.

The Trustee asks that he'd be authorized to use the gross sales
price in calculating Trustee's commission.

Finally, he asks that the Court waives the 14-day stay pursuant to
Bankruptcy Rule 6004(l1) and authorize the sale effective
immediately upon entry by the clerk.

A hearing on the Motion is set for March 4, 2019.  Objections, if
any, must be filed prior to the date and time set.

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

         http://bankrupt.com/misc/TAG_Mobile_222_Sales.pdf

                         About TAG Mobile

Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.

On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex.
Case No. 17-33791).

Judge Stacey G. Jernigan oversees the case.

The Debtor hired Eric A. Liepins, P.C., as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 11, 2018.  The creditors committee
tapped Nicoud Law as its legal counsel.

Robert Yaquinto Jr. was appointed as the Debtor's Chapter 11
trustee.  The trustee tapped Forshey & Prostok LLP as his legal
counsel.


TARGET HOSPITALITY: Moody's Assigns B1 CFR & B2 Sr. Sec. Rating
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Arrow
BidCo LLC ("Target Hospitality," an indirect subsidiary of
publicly-traded Platinum Eagle Acquisition Corporation ("Platinum
Eagle")). Moody's assigned a B1 Corporate Family Rating ("CFR"),
B1-PD Probability of Default Rating ("PDR"), B2 to the proposed
senior secured notes due 2024 and SGL-2 Speculative Grade Liquidity
Rating. The rating outlook is stable.

On November 13, 2018, Platinum Eagle announced the acquisition of
Target Logistics Management, LLC ("Target Logistics") and RL Signor
Holdings, LLC ("Signor Lodging"), both currently privately-held and
controlled by affiliates of financial sponsor TDR Capital, LLP
("TDR"), for total purchase consideration of about $1.4 billion,
including the proposed notes and an unrated $125 million ABL
facility due 2023. Platinum Eagle is a special purpose acquisition
company and will change its name to Target Hospitality after the
acquisitions are completed concurrently with the issuance of the
notes. Moody's anticipates TDR will control Target Hospitality
immediately after the acquisitions close, but that it may seek to
reduce its ownership stake rapidly through one or a series of
registered or unregistered secondary share sales.

RATINGS RATIONALE

The B1 CFR reflects Target Hospitality's lack of an operating
history as a consolidated entity, niche operating scope and high
customer concentration, but also Moody's expectations for modest
financial leverage, high rates of profitability and financial
policies emphasizing the use of its free cash flow to invest in new
and expanded lodge sites. Moody's expects Target Hospitality will
maintain strong credit metrics compared to other services issuers
also in the B1 rating category, including debt to EBITDA below 3
times, EBITA to interest expense above 3 times and free cash flow
to debt above 10%. Aggressive M&A and high capital expenditure
investment spending by both Target Logistics and Signor Lodging
before the announced merger have according to the company led to
growth of average lodge sites and average total beds from 17 and
7,354, respectively, in 2016 to 20 and about 12,000, respectively,
as of December 31, 2018.

All financial metrics cited reflect Moody's standard adjustments
and are pro forma for the acquisitions. EBITDA and EBITA
are also adjusted down by approximately $12.5 million per year of
deferred revenue associated with an upfront payment from its
largest customer received in 2015.

Revenue scale is modest and customers are highly concentrated,
although revenue is contracted for multiple years and often on an
exclusive and "take-or-pay" contract basis. The largest site
provides lodging for asylum-seekers entering the U.S. on the
Texas-Mexico border and accounted for 22% of revenues in 2018; it
is also Target Hospitality's most profitable lodge at the gross
margin level. Other customers are focused in oilfield development
services, mostly in the Permian Basin, so revenue is highly
sensitive to oilfield development activity near the lodges. The
largest 4 oilfield services customers accounted for about 33% of
revenues in 2018. Moody's expectations that the oilfield
development market in the Permian Basin and asylum-seeker volume
along the Texas-Mexico border will remain supportive of high
occupancy and average daily rates at Target Hospitality's lodges is
a key driver of the B1 CFR. Moody's also anticipates Target
Hospitality will invest free cash flow, and possibly the proceeds
of incremental borrowings, in new lodges and expanded bed count at
its existing lodges.

The B2 assigned to proposed senior secured notes reflects the B1-PD
PDR and a Loss Given Default assessment of LGD4. The notes are
positioned behind the ABL facility and ahead of all other creditors
in Moody's hierarchy of claims at default. The notes are secured by
a second priority lien on all assets of the company and guaranteed
on a secured, second lien basis by all current and future
subsidiaries.

The SGL-2 SGL rating reflects Moody's assessment of Target
Hospitality's liquidity as good. Moody's expects free cash flow of
at least $50 million, although limited balance sheet cash is
anticipated immediately after the acquisitions are completed.
Moody's anticipates at least $40 million of availability at all
times under the unrated ABL revolver and good cushion under fixed
charge and net leverage financial covenants, as defined in the ABL
agreement. There are no material debt maturities over the next 12
to 18 months.

The stable ratings outlook reflects expectations for stable or
growing occupancy rates and average daily bed rates and EBITDA
margins well above 40%. The stable outlook also anticipates Target
Hospitality will retain all of its largest customers.

The ratings could be downgraded if Moody's expects: debt to EBITDA
to remain above 4 times; occupancy, average daily rates or
customers to decline; per unit service costs to increase
meaningfully; aggressive financial policies featuring debt-funded
shareholder returns, acquisitions or speculative capital investment
programs; or liquidity to deteriorate.

The ratings could be upgraded if after integration and start-up
risks associated with recent mergers, acquisitions and capital
investments abate, the company diversifies its customer base and
geographical footprint and Moody's expects: debt to EBITDA to
remain below 3 times; free cash flow to debt above 10%; balanced
financial policies; and very good liquidity.

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

Issuer: Arrow BidCo LLC

  - Corporate Family Rating, Assigned at B1

  - Probability of Default Rating, Assigned at B1-PD

  - Speculative Grade Liquidity Rating, Assigned at SGL-2

  - Senior Secured Gtd Notes, Assigned at B2 (LGD4)

  - Outlook, is Stable

Target Hospitality, headquartered in The Woodlands, TX and
controlled by affiliates of TDR, provides turnkey specialty rental
workforce lodging and hospitality solutions in North America.
Moody's expects 2019 revenue of over $300 million.


TENNIS & GOLF: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Tennis & Golf Company
        30211 Woodward Avenue
        Royal Oak, MI 48073

Business Description: Founded in 1977, The Tennis & Golf Company
                      is an independent specialty retailer
                      specializing in sporting goods including
                      golf, running, fitness apparel, footwear,
                      and equipment.  The Company sells
                      tennis racquets, apparel, footwear, bags,
                      and accessories, by Wilson, Babolat, Head,
                      Prince, Nike, adidas, New Balance, K-Swiss,
                      Bolle, Stella McCartney, and more.  Visit
                      https://www.mytennisandgolf.com for
                      additional information.

Chapter 11 Petition Date: March 7, 2019

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Case No.: 19-43260

Judge: Hon. Thomas J. Tucker

Debtor's Counsel: David Eisenberg, Esq.
                  MADDIN, HAUSER, ROTH & HELLER, P.C.
                  28400 Northwestern Highway, Second Floor
                  Southfield, MI 48034
                  Tel: (248) 354-4030
                       (248) 827-4100
                  Email: deisenberg@maddinhauser.com

Debtor's
Accountant:       T & S ASSOCIATES, P.C.

Total Assets: $948,138

Total Liabilities: $1,344,787

The petition was signed by Rita Kozlowski, general manager.

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

      http://bankrupt.com/misc/mieb19-43260_creditors.pdf

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

           http://bankrupt.com/misc/mieb19-43260.pdf


TONY3CARS LLC: Unsecured Creditors to Get Full Payment in 60 Months
-------------------------------------------------------------------
Tony3cars, Inc., filed a Chapter 11 plan and accompanying
disclosure statement.

Class 8 Claimant (General Unsecured Creditors) are impaired and
shall be satisfied as follows: All General Unsecured Creditors with
Allowed Claims, shall be in full in 60 equal monthly payments
commencing on the Effective Date.

Class 2 Claimants (Allowed Ad Valorem Tax Claims) are impaired and
shall be satisfied as follows: Dallas County has filed a Proof of
Claim in the amount of $36,193.41; Part of the Dallas County claim
is related to the 608 Madison property.  The Debtors will pay the
reaming property taxes in sixty (60) equal monthly payments
commencing on the Effective Date with interest at the rate of 12%
per annum. The monthly payment for these taxes will be
approximately $626.

Class 3 Claimants (Allowed Secured Claims of the Internal Revenue
Service) are impaired and shall be satisfied as follows: The
Internal Revenue Service has filed a Priority Proof of Claim
against Debtor in the amount of $8,669.21 for income taxes.  To the
extent any priority taxes are owed to the IRS they shall be paid in
36 equal monthly installments commencing on the Effective Date with
interest at the rate of 5% per annum. In the event the IRS Secured
Claim is allowed as filed, the monthly payment on the IRS Secured
Claim shall be approximately $260.

Class 4 Claimant (Allowed Secured Claim of Reader Real Estate) is
impaired and shall be satisfied as follows: On or about May 3,
2017, the Debtor executed that certain Promissory Note with Reader
Real Estate in the original amount of $252,000.  The Note was
secured by certain Deed of Trust of even date on that certain real
property located at 608 N Madison, Dallas, Texas, more fully
described in the Deed of Trust. The Debtor has filed a Motion to
Sell the Reader Collateral. Upon the sale of the Reader Collateral
Reader shall be paid in full at closing.

Class 5 Claimant (Allowed Secured Claim of CRF Small Business Loan
Company, LLC.) is impaired and shall be satisfied as follows: April
8, 2016, Celia Lopez Holdings, LLC, Tony3cars, LLC, AntFC1201, LLC
Celiant1901, LLC and Fabiant, LLC, executed that certain U.S. Small
Business Note in favor of CRF Small Business Loan Company, LLC, in
the original principal amount of $3,650,000.  As of the Petition
Date the Debtor believes amount due CFR is $3,459,383.03. CFR shall
have an Allowed Secured Claim in the amount of $3,459,383.04
payable as follows: The Debtor shall amortize the CFR debt over 300
months with interest at the Wall Street Prime Rate but shall pay
the CRF claim in 119 equal monthly payments commencing on the
Effective Date, and one payment of all outstanding principle and
accrued interest on the 120th month from the Effective Date. The
monthly payment shall be $20,370.

Class 6 Claimant (Allowed Secured Claim of GS Tax Loan Fund I, LLC)
is impaired and shall be satisfied as follows: On or about April
23, 2018 Debtor executed that certain Promissory Note in favor of
Sombero Fund 2, LP, in the original principal amount of $19,515.08
for the payment of ad valorem taxes on the real property located at
606 Madison Street and 247 Davis Street, Dallas, Texas. Pursuant to
the Proof of Claim filed by GS the amount owing GS as of the
Petition Date is $19,157.07. GS shall have an Allowed Class 6
Secured Claim in the amount of $19,157.07. The Debtor shall pay the
Allowed Class 6 Secured Claim in 120 equal monthly installments
with interest at the rate of 11% per annum, beginning on the
Effective Date.

Class 7 Claimant (Allowed Claim of DAK Developments, LLC) is
impaired and shall be satisfied as follows: On or about April 2,
2014 DAK Developments, LLC, filed an Affidavit for Mechanic's and
Materialman's Lien on the property located at 247 Davis Street,
Dallas Texas, asserting a claim in the amount of $105,547.  The
Debtor disagrees that the DAK Les Pendens attaches to the 608
Madison Property, however, in the event the Les Pendens attaches to
the 608 Madison property and it is determined that DAK has an
Allowed Claim, DAK will be paid from the proceeds of the sale of
the 608 Madison property. In the event, DAK is determined to have
an Allow Claim secured by the 606 Madison and 247 Davis properties,
DAK's Allowed secured claim shall be paid over 60 months commencing
thirty days after a determination of DAK's Allowed Secured Claim.

The Debtor believes that the projections are accurate based upon
current lease payments. The Borrowers on the CFR Loan shall
guaranty all payments owed by the Debtor under this Plan. Based
upon the projections, the Debtor believes the Plan to be feasible.

A full-text copy of the Disclosure Statement dated February 27,
2019, is available at https://tinyurl.com/y4navbw2 from
PacerMonitor.com at no charge.

                      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.


TOWN STAR: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Town Star Holdings, LLC as of March 5,
according to a court docket.
   
                   About Town Star Holdings

Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns
convenience stores.

Town Star Holdings filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00667) on Jan. 25, 2019.  At the time of the filing,
the Debtor estimated under $10 million in both assets and
liabilities.  The Debtor tapped Steven M. Berman, Esq., at
Shumaker, Loop & Kendrick, LLP, as its legal counsel.



TRANSDIGM GROUP: Fitch Affirms 'B' LT IDR, Then Withdraws Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDR) of TransDigm Group, Inc. (TDG) and TransDigm, Inc. (TGI) at
'B' with a Stable Outlook. Fitch has also affirmed the long-term
ratings of the company's senior first lien secured term loans and
revolvers at 'BB'/'RR1', and senior subordinated notes at
'CCC+'/'RR6'.

Fitch has chosen to withdraw all of the listed ratings of TDG, TDI,
and TransDigm UK Holdings plc for commercial reasons.

The affirmation of TDG's IDR is based on Fitch's projections for
the company including the impact of the Esterline Technologies
(ESL) acquisition. The anticipated increase in the company's
leverage metrics following the acquisition will not trigger Fitch's
negative rating sensitivities, and Fitch believes the company's
overall credit profile will not change significantly. Fitch has
some concerns regarding the valuation of the transaction and its
integration, but in the near term Fitch believes these concerns are
offset by the company's strong margin profile and cash flow
generation. Fitch's base case projections for the company assumed
debt-funded acquisitions in the coming years, so the ESL
transaction is not entirely incremental to Fitch's expectations,
though TDG debt-financed a greater percentage of the transaction
than it had originally expected.

The ESL acquisition is expected to be fully accretive by the middle
of fiscal 2020, and Fitch projects TDG will generate nearly $5
billion in revenues and $2 billion EBITDA by fiscal year end 2019
and greater than $6 billion in revenues and approximately $2.3
billion in EBITDA by 2020. The acquisition will enable the company
to expand horizontally. Fitch estimates the new debt associated
with the acquisition will increase TDG's adjusted leverage
(adjusted debt/EBITDAR) from approximately 7.1x at the end of
fiscal 2018 to approximately 8.2x at the end of fiscal 2019, but
Fitch expects the company's adjusted leverage will be approximately
7.5x on a pro forma basis including ESL's full results.

KEY RATING DRIVERS

TDG's ratings are supported by strong FCF generation (cash from
operations less capex and regular dividends), good liquidity,
strong margins, healthy commercial aerospace markets, higher U.S.
defense spending, and a favorable debt maturity schedule. TDG
generates significant cash flow due to the ability to command a
premium for its products. A high percentage of sales from a
relatively stable and profitable aftermarket business, low research
and development costs, low capex and a high percentage of sole
source products support TDG's industry-leading 47% EBITDA margins
and above 20% FCF margins on a standalone basis. However, following
the Esterline transaction, Fitch forecasts the company's
consolidated FCF margins will decline to the mid-teens, and EBITDA
margins will likely decline to around or below 40%.

Rating concerns include the company's high leverage, declining
interest coverage, long-term cash deployment strategy, which
focuses on acquisitions and occasional debt-funded special
dividends, and weak collateral support for the secured bank
facility in terms of asset coverage. Fitch is also concerned with
the integration risk of Esterline as the acquisition will be the
largest in the company's history, even though TDG is a serial
acquirer and has a demonstrated ability to seamlessly integrate
multiple acquisitions annually.

DERIVATION SUMMARY

TDG does not have any similarly sized peers with comparable
operating profiles. The company has some of the highest operating
margins and percentage of sole-source and proprietary product among
aerospace and defense companies rated by Fitch. The company's
diversification, high content of aftermarket sales, strong
operations and cash generation are commensurate with higher-rated
aerospace and defense companies. However, TDG's financial policies,
which include an appetite for high-leverage, debt-funded
acquisitions and special dividends, override its strong,
non-leverage credit metrics.

Although TDI has a stronger credit profile than TDG, the IDRs of
both entities were equalized because of strong operating ties
between the entities as TDI (the issuing entity) is the main
operating subsidiary of TDG and is consolidated in the parent's
financial statements. No country ceiling or operating environment
influence was in effect for these ratings.

KEY ASSUMPTIONS

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

  -- The Esterline transaction will close in March or April 2019,
and senior secured notes are pari passu with senior secured term
loan s;

  --ESL revenues will be only partially accretive with TDG's
financial results in fiscal 2019 and will be fully reflected by
fiscal 2020;

  -- TDG's margins will decrease in fiscal 2019 following the
acquisition of ESL; EBITDA margins will decrease to below 40% in
2020 after ESL's results are fully consolidated;

  -- TDG will make additional acquisitions in fiscal 2019 and
beyond;

  -- TDG will maintain leverage in the range of 7x-8x over the
rating horizon;

  -- Excess cash will be paid to shareholders in the form of
special dividends or share repurchases if the company does not make
acquisitions;

  -- Fitch assumes the company will issue new debt in the range of
$500 million to $3 billion annually;

  -- Fitch expects the majority of the newly issued debt will be in
the form of senior secured debt.

Recovery Analysis

The recovery analysis assumes TDG would be considered a going
concern and would be reorganized rather than liquidated. Moody's
has assumed a 10% administrative claim in the recovery analysis.

TDG's recovery analysis reflects a potential severe down-cycle in
the aerospace market and assesses the going concern pro forma
EBITDA at approximately $1.8 billion based on the company's stable
operations, high operating margins and significant percentage of
revenues derived from aftermarket products. Moody's believes the
recovery analysis also incorporates the risks of integrating large
acquisitions. The $1.8 billion ongoing EBITDA assumption represents
an approximately 20% decline from Fitch's projected pro forma
EBITDA at the end of fiscal 2020.

Fitch expects the EV multiple used in the TDG recovery analysis
will fluctuate in the range of 7x-8x, and Fitch is currently using
a 7.5x multiple to calculate a post-reorganization valuation.

Fifty-six percent of industrial and manufacturing defaulters had
exit multiples in the range of 5.0x to 8.0x according to the
"Industrial, Manufacturing, Aerospace and Defense Bankruptcy
Enterprise Values and Creditor Recoveries" report published by
Fitch in July of 2018. Within the report, Fitch observed that more
than 90% of the bankruptcy cases analyzed were resolved as a going
concern. The A&D defaulters typically had significant operational
issues; low product, contract and customer diversification; or
delays in receipt of contractual revenues in addition to
over-leveraged capital structures. While TDG has a highly leveraged
capital structure, Fitch believes the company's business profile is
stronger than the profiles in the A&D bankruptcy observations.

Fitch utilizes the 7.5x EV multiple based on TDG's solid contract
and product diversifications, high percentage of sole-source and
proprietary products, and significant EBITDA derivation from higher
margin and more stable aftermarket sales. In addition, recent
transactions for similar companies have been completed at EBITDA
multiples in the range of 11x-12x, as evidenced by a recent
purchase of Orbital ATK, Inc. by Northrop Grumman Corporation at an
approximately 14x EBITDA multiple in 2018.

The $600 million revolving credit facility (RFC) and the $300
million accounts receivable securitization facility (ARSF) are
assumed to be fully drawn upon default. The ARSF, RFC and first
lien senior secured term loans are senior to the senior
subordinated unsecured notes in the waterfall.

The waterfall results in a recovery between 91% and 100% for the
first lien debt and ARSF corresponding to a Recovery Rating of
'RR1'. The waterfall also indicates a recovery of between 0% and
10% for the senior subordinated unsecured notes corresponding to
'RR6'.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given today's rating
withdrawals.

LIQUIDITY

Strong Liquidity: As of Sept. 30, 2018, TDG's liquidity was strong,
comprised of $2.1 billion in cash and equivalents and $582.5
million of revolver availability, after giving effect to $17.5
million of letters of credit outstanding. The company does not have
significant debt maturities until 2020, when $550 million of senior
subordinated notes become due. Fitch anticipates the company will
refinance the maturing debt and estimates TDG's liquidity will
typically fluctuate between $1 billion to $1.5 billion over the
rating horizon.

Fitch anticipates recently completed and future acquisitions will
allow TDG to accelerate its revenue, EBITDA and FCF growth over the
rating horizon. TDG has adequate financial flexibility and good
liquidity supported by a $600 million revolving credit facility and
a sizable cash balance, as the company typically holds above $500
million in cash.

Debt Structure: TDG's capital structure has historically consisted
of senior secured credit facilities, senior subordinated unsecured
notes and a $300 million trade receivable securitization facility.
The company is issuing $3.8 billion of new senior first lien
secured notes due in 2026 to fund the Esterline acquisition, which
is expected to close in either March or April of 2019.

On May 8, 2018, TDG UK, a first time issuer and direct wholly owned
subsidiary of TDG, issued $500 million of subordinated notes due in
2026. TDI is a co-obligor of the $500 million senior subordinated
debt issued by TDG UK. All other debt is issued at the main
operating subsidiary, TransDigm Inc.

FULL LIST OF RATING ACTIONS

Fitch has affirmed and withdrawn the following long-term ratings:
TransDigm Group, Inc.

  -- Long-term Issuer Default Rating (IDR) at 'B', Outlook Stable.

TransDigm, Inc.

  -- Long-term IDR at 'B', Outlook Stable;

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

  -- Senior secured notes at 'BB'/'RR1';

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

TransDigm UK Holdings plc

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


VIASAT INC: Moody's Lowers CFR to B2 & $700MM Notes Rating to Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded Viasat, Inc.'s corporate
family rating (CFR) to B2 from B1, and its probability of default
rating (PDR) to B2-PD from B1-PD. As part of the same action,
Moody's also downgraded the company's $700 million senior notes
rating to Caa1 from B3. Viasat's speculative grade liquidity rating
was affirmed at SGL-3 (adequate), and its ratings outlook was
changed to stable from negative.

"We downgraded Viasat's corporate rating because we anticipate
leverage of debt-to-EBITDA being between 5x and 5.5x through the
next two years as the company incurs substantial debt-financed cash
flow deficits while constructing its three ViaSat-3 satellites,"
said Bill Wolfe, a Moody's senior vice president. Wolfe indicated
that Viasat's operating cash flow is growing rapidly as the
company's ViaSat-2 satellite continues to sell out and as legacy
communications/networking systems operations also show good
progress. However, with capital expenditures far exceeding
internally generated cash flow, Viasat will require external
financing to fund its capital initiatives.

The following summarizes Viasat's ratings and today's actions:

Downgrades:

  - Corporate Family Rating, Downgraded to B2 from B1

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

  - Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
(LGD5) from B3 (LGD5)

Affirmations:

  - Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

  - Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Viasat's B2 corporate family rating is supported by the significant
growth potential of its satellite fixed and mobile broadband
businesses, the more modest positive growth prospects of its
government systems business, and solid engineering capabilities
which underpin all of its products. The rating is constrained by
ongoing cash flow deficits and requirements for external funding,
expectations of elevated debt/EBITDA leverage of between 5x and
5.5x over the next two years, and execution risks as the company
pursues new technologies amid evolving supply/demand fundamentals
for satellite services.

Viasat's SGL-3 speculative grade liquidity rating (adequate) is
based on having about $600 million of resources via Q3-19 cash of
about $45 million and un-drawn revolving credit capacity of $550
million, with which to address a one year forward-looking cash flow
deficit of about $500 million. Financial covenant compliance issues
are not anticipated.

Rating Outlook

The outlook is stable based on expectations of leverage of
debt/EBITDA of between 5x and 5.5x along with adequate liquidity
arrangements (4.7x at 31Dec18).

What Could Change the Rating -- Up

Viasat's CFR could be upgraded to B1 if Moody's expected:

  - Debt/EBITDA sustained below ~4x (4.7x at 31Dec18); and

  - Liquidity arrangements assured at least three years' funding

What Could Change the Rating -- Down

Viasat's CFR could be downgraded to B3 if Moody's expected:

  - Deteriorating liquidity arrangements, or

  - Debt/EBITDA sustained above ~5.5x (4.7x at 31Dec18)

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

Headquartered in Carlsbad, California, Viasat, Inc. (Viasat)
operates a consumer satellite broadband internet business, a
commercial in-flight connectivity business, and is a leading
provider of satellite and related communications/networking
systems/services for government and commercial customers. Annual
revenues are approximately $2 billion. Government systems generate
46% of revenue, while the Satellite Services (fixed and mobile
broadband internet) and Commercial Networks generate 33% and 21%,
respectively.


WESTERN COMMUNICATIONS: Taps Mountain Group as Consultant
---------------------------------------------------------
Western Communications, Inc. received approval from the U.S.
Bankruptcy Court for the District of Oregon to hire The Mountain
Group as its consultant.

The firm will provide these services:

     (a) prepare the Debtor's statement of financial affairs and
schedules of assets and liabilities;

     (b) prepare and analyse projections, budgets and financial
models;

     (c) prepare monthly financial reports and weekly cash
collateral reports;

     (d) develop, populate and maintain a virtual data room;

     (e) coordinate and facilitate due diligence and negotiations
with brokers, investment bankers, and prospective purchasers; and

     (f) provide general business advice regarding the Debtor's
restructuring options and alternatives.

Mountain Group's hourly rates are:

     Greg Fowler    $340
     Brad Hathaway  $200
     Luke Thompson  $135
     Other Staff    $50 to $650

Kevin Adams, chief executive officer of Mountain Group, disclosed
in a court filing that the firm's partners and associates do not
have any connection with the Debtor, its creditors or any other
party in interest.

The firm can be reached at:

     Kevin C. Adams
     The Mountain Group
     PO Box 453
     Camp Sherman, OR 97730
     Tel: 541-595-2707
     Fax: 541-595-2754

                     About Western Communications

Western Communications, Inc. is a small market newspaper, niche
publishing, printing, and digital media company with publications
spread throughout Oregon (six publications) and California (two
publications).  It is headquartered in Bend, Oregon.

Western Communications sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22,
2019.  It previously sought bankruptcy protection (Bank. D. Oregon
Case No. 11-37319) on Aug. 23, 2011.

At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of $10 million to $50
million.  The case has been assigned to Judge Trish M. Brown.
Tonkon Torp LLP is the Debtor's counsel.


WILSON LAND: Capstone Buying Interest in Eastlake Property for $25K
-------------------------------------------------------------------
Wilson Land Properties, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Ohio to authorize the sale of interest in the
vacant land on E. 357th Street in Eastlake, Ohio to Capstone
Development, LLC for $25,000.

The Debtor proposes to sell the estate's interest in the real
estate for $25,000 on the terms and conditions set forth in the
offer to purchase from Capstone.  The Buyer has no connection to
the Debtor.  There are encumbrances on the property as indicated
from the Commitment but it is in the best interest of the estate
that the property be sold free and clear of their interests.

The parties believe the sale price represents fair market value for
the property.  In order to provide adequate protection of any
interests of those parties, the Buyer will deposit the funds
necessary to complete the transaction with the escrow agent as set
forth in Exhibit A, the Debtor will instruct the escrow agent to
disperse from the sale proceeds an amount sufficient to pay real
estate taxes, and amounts owed to Tax Ease Ohio in full and then
the balance to RBS Citizens NA.

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

    http://bankrupt.com/misc/Wilson_Land_107_Sales.pdf

                   About Wilson Land Properties

Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of
51 real estate properties having a total estimated value of $4.54
million.  Wilson Land Properties, LLC, based in Mentor, OH, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan.
31, 2018.  In the petition signed by Richard M Osborne, managing
member, the Debtor disclosed $4.54 million in assets and $43.23
million in liabilities.  The Hon. Arthur I. Harris oversees the
case.  Glenn E. Forbes, Esq., at Forbes Law LLC, serves as
bankruptcy counsel to the Debtor.


WINDSTREAM HOLDINGS: March 12 Meeting Set to Form Creditors' Panel
------------------------------------------------------------------
William K. Harrington, United States Trustee for Region 2, will
hold an organizational meeting on March 12, 2019, at 10:00 a.m. in
the bankruptcy case of Windstream Holdings, Inc., et al.

The meeting will be held at:

         Lotte New York Palace Hotel
         455 Madison Avenue, the Spellman Room
         New York, NY 10022

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

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

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

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

                    About Windstream Holdings

Windstream Holdings, Inc. and its subsidiaries are providers of
advanced network communications and technology solutions for
businesses across the United States.  They also offer broadband,
entertainment and security solutions to consumers and small
businesses primarily in rural areas in 18 states.

Windstream Holding Inc. and its subsidiaries filed for bankruptcy
protection (Bankr. S.D.N.Y., Lead Case No. 19-22312) on Feb. 25,
2019.

The Debtors had total assets of $13,126,435,000 and total debts of
$11,199,070,000 at Jan. 31, 2019.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as counsel; PJT Partners LP as financial advisors
and investment bankers; Alvarez & Marsal North America LLC as
restructuring advisor; and Kurtzman Carson Consultants as notice
and claims agents.



                            *********

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