/raid1/www/Hosts/bankrupt/TCR_Public/190318.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 18, 2019, Vol. 23, No. 76

                            Headlines

2671 CENTERVILLE: Retention of Auctioneer & Listing Broker Approved
2671 CENTERVILLE: Ten-X Online Auction of Snellville Property OK'd
550 SEABREEZE: Exclusive Filing Period Extended Until April 23
A NEW START: Case Summary & 10 Unsecured Creditors
ACCURIDE CORP: S&P Cuts Issuer Credit Rating to B-, Outlook Neg.

ACEMLA DE PUERTO RICO: Court Rejects Bid to Hold Peer in Contempt
ADVANCED SPORTS: Seeks to Extend Exclusivity Period to June 30
AGILE THERAPEUTICS: Renaissance Tech Has 5.6% Stake as of Dec. 31
ALGODON GROUP: Changes Name to 'Gaucho Group Holdings, Inc.'
ALL AMERICAN OIL: Sale of All Assets to Creditor KCO Approved

ALPHATEC HOLDINGS: L-5 Signs $2.55M Shares Purchase Plan with JPMS
AMERICAN FORKLIFT: Seeks to Extend Exclusivity Period to April 19
ARBOR PHARMACEUTICALS: Moody's Lowers CFR to B3, Outlook Stable
ARCIMOTO INC: WR Hambrecht Et Al. Own 10.26% Stake as of Dec. 31
BAILEY FOUR: $13.5M Sale of Uvalde County Property to 4C Ranch OK'd

BEAUTIFUL BROWS: Trustee's Online Auction of Personal Property OK'd
BEVERLY WONG: Court Denies OK of Amended Disclosure Statement
BIG DOG II: Case Summary & 11 Unsecured Creditors
BIOSTAGE INC: DST Capital Has 49.9% Stake as of Jan. 31
BLACK BOX: Paradigm Capital No Longer a Shareholder

BLACK BOX: Renaissance Technologies Reports 5.9% Stake
BROWNLEE FARM: $37.5K Sale of Tifton Property to TH Momin Approved
BUSY B'S: Case Summary & 13 Unsecured Creditors
CAD INC: Proposed $4.5K Sale of Four Vehicles to Alvarez Denied
CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors

CAMELOT CLUB: Discloses Schedules, Statement Filed Oct. 2017
CAPITAL RIVER: Voluntary Chapter 11 Case Summary
CARE NEW ENGLAND HEALTH SYSTEM, RI: S&P Alters Outlook to Positive
CASA SYSTEMS: Moody's Lowers CFR to 'B2', Outlook Stable
CHAPARRAL CONCRETE: Voluntary Chapter 11 Case Summary

CHARLES J. GBUR: Bid to File Plan Without Disclosures Nixed
CHARLOTTE RUSSE: SB360 Named Successful Bidder for Inventory Assets
CHEFS' WAREHOUSE: Moody's Raises CFR to 'B1' on Improved Earnings
CIFGO INC: Plan Filing Exclusivity Period Extended Until March 31
COCRYSTAL PHARMA: Closes $4.2-Mil. Private Placement Financing

COMPLETION INDUSTRIAL: $2.5M Sale of Marshfield Site Okayed
CONSOL ENERGY: Moody's Rates New $725MM Secured 1st Lien Loans Ba3
CONSOL ENERGY: S&P Rates New $75MM First-Lien Term Loan A 'BB'
CWGS ENTERPRISES: Moody's Puts B2 CFR on Review for Downgrade
DATTO INC: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable

DPW HOLDINGS: Board Approves One-for-Twenty Reverse Stock Split
DRT HEEL: $30K Sale of All Assets to Tarakkoli Approved
EASTMAN KODAK: Paradice Investment Has 5.4% Stake as of Dec. 31
EL PASO FREIGHT: Case Summary & 5 Unsecured Creditors
EP ENERGY: Incurs $919 Million Net Loss in Fourth Quarter

EYEPOINT PHARMACEUTICALS: Essex Has 44% Stake as of Sept. 28
EYEPOINT PHARMACEUTICALS: Reports $11.6 Million Q2 Net Loss
FC GLOBAL: Signs Stock Purchase Agreement with Gadsden
FRANK INVESTMENTS: $350K Sale of Ventnor Property to Stone Approved
GARY RUSSELL: $1.1M Sale of Bonifay Properties to Halversons Okayed

GIGA-TRONICS INC: Extends PFG Loan Maturity to March 2020
GLOBETROTTER INTERMEDIATE: S&P Assigns 'B-' ICR on Planned Buyout
GNC HOLDINGS: FMR LLC Owns 9.4% of Class A Shares as of Feb. 13
HEAVENLY COUTURE: $50K Sale of Manhattan Beach Property Approved
HEAVENLY COUTURE: Sale of 13 Assumed Leases Approved

HELIOS AND MATHESON: Chief Financial Officer Resigns
HOVNANIAN ENTERPRISES: Renaissance Tech Owns 4.5% of CL-A Shares
IDEANOMICS INC: Advantech Capital et al. Hold 5.69% Stake
J. LEVINE AUCTION: Case Summary & 20 Largest Unsecured Creditors
JAGUAR HEALTH: Chicago Venture Et Al Hold 6.7% Stake as of March 12

JILL ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B' ICR
JOHN Q. HAMMONS: JDH Must Pay UBS $7M Restructuring Transaction Fee
JONES ENERGY: Citadel Securities Owns 4.2% of Class A Shares
JONES ENERGY: Morgan Stanley Has 6.6% Stake as of Dec. 31
K&D INDUSTRIAL: Case Summary & Largest Unsecured Creditor

KOSMOS ENERGY: S&P Rates New $600MM Sr. Unsec. Notes Due 2026 'BB-'
LE DIETRICH: $601K Sale of Kendallville Properties to Miller Okayed
LIFE SETTLEMENTS: April 17 Auction of Substantially All Assets Set
LIVE OAK HOLDING: Trustee's $150K Sale of Assets to DD Axiom Okayed
MARITECH ATM: Case Summary & 18 Unsecured Creditors

MARRONE BIO: Ardsley Advisory Reports 13.57% Stake as of Feb. 12
MARRONE BIO: Incurs $8 Million Net Loss in Fourth Quarter
MASTEC INC: Moody's Affirms 'Ba3' Sr. Unsecured Debt Rating
MELINTA THERAPEUTICS: FMR LLC Has 5.13% Stake as of Feb. 13
MELINTA THERAPEUTICS: Stonepine Capital is No Longer a Shareholder

MESOBLAST LIMITED: Capital Research Is No Longer a Shareholder
MESOBLAST LIMITED: Will be Featured at Two Upcoming Conferences
MILE HIGH CONTRACTING: Case Summary & 20 Top Unsecured Creditors
MISSION COAL: Authorized to Reject Collective Bargaining Agreements
MUSCLEPHARM CORP: Will Amend its Third Quarter 2018 Form 10-Q

NAVISTAR INT'L: Fitch Hikes IDRs to 'B', Outlook Stable
NEOVASC INC: Closes $5 Million Public Offering of Common Shares
NEOVASC INC: Completes Quality System Surveillance Audit
NEW YORK RACING: Can Terminate Retainer Agreement with Law Firm
NOBLE VICI GROUP: Accumulated Deficit Casts Going Concern Doubt

PARAGON OFFSHORE: Court Junks Noble Bid for Determination
PARKER DRILLING: Court Confirms Amended Reorganization Plan
PG&E CORP: Fitch Withdraws 'D' IDR Amid Chapter 11 Filing
PHI INC: Case Summary & 20 Largest Unsecured Creditors
PHI INC: Fitch Cuts IDR to CC & Sr. Unsec. Debt Rating to CCC

POINT.360: May 13 Plan Confirmation Hearing
PROMISE HEALTHCARE: $7M Sale of East LA Assets to KND Approved
QUANTUM CORP: Park West is No Longer a Shareholder
QUANTUM CORP: Portolan Capital Has 0.09% Stake as of Dec. 31
REDOX POWER: Court Confirms Proposed Chapter 11 Plan

ROBERT MATTHEWS: March 28 Auction of Palm Beach Property Set
SCHULDNER LLC: $389K Sale of Three Duluth Properties Denied
SCOTTY'S HOLDINGS: $75K Sale of Alcoholic Beverage Permit Approved
SKYMARK PROPERTIES: Court Nixes Bid for Stay Pending Appeal
SOVRANO LLC: March 25 Auction of All Assets of Gigi's Debtors Set

SS&C TECHNOLOGIES: Moody's Rates $750MM Sr. Unsecured Notes 'B2'
STORE IT REIT: Seeks to Extend Exclusivity Period to June 10
SUMMIT HME: Seeks to Extend Exclusive Filing Period to June 7
SUNOCO LP: S&P Assigns 'BB-' Rating on New Sr. Unsecured Notes
SUNSHINE GROUP: Case Summary & 6 Unsecured Creditors

SYNERGY PHARMACEUTICALS: $200M Sale of All Assets to Bausch Okayed
T CAT ENTERPRISE: $44K Sale of Talbert Trailer to J.A. Approved
THINGS REMEMBERED: Taps Ernst & Young as Tax Services Provider
THOR INDUSTRIES: Moody's Alters Outlook on Ba2 CFR to Negative
TIVO CORP: Moody's Lowers CFR to B1, Outlook Stable

TM VILLAGE: Allowed to Sell Property Free of Liens, Claims
TM VILLAGE: Bid to Reject Settlement Agreement with R. Yao OK'd
TM VILLAGE: Sale of 43 Dallas Residential Condo Units Approved
TOYS R US: Court Approves Assignment, Assumption of Lease to Aldi
TS EMPLOYMENT: Trustee Entitled to Recover $4.5MM from Wells Fargo

VAQUERIA ORTIZ: Case Summary & 15 Unsecured Creditors
WEATHERFORD INTERNATIONAL: American Funds Reports 5.9% Stake
WESTMORELAND COAL: Mediation Fruitful as to McKinsey, Not Mar-Bow
WESTMORELAND COAL: Plan Confirmed, Name of Subsidiary Changed
WESTPORT HOLDINGS: Trustee's Sale of All Assets Has Interim Okay

WILLIAM PULLUM: Court Tosses Mediation Settlement with SEPH
[^] BOND PRICING: For the Week from March 11 to 15, 2019

                            *********

2671 CENTERVILLE: Retention of Auctioneer & Listing Broker Approved
-------------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized 2671 Centerville Hwy, LLC
to retain (i) Ten-X, Inc. under the terms set forth in the
Marketing Agreement dated Jan. 4, 2019, to market and conduct
auction of the real property located at 2671 Centerville Highway,
Snellville, Georgia; and (ii) Franklin Street Real Estate Services,
LLC as its Listing Broker under the terms set forth in the
Representation Agreement dated Nov. 13, 2018.

The counsel for the Debtor will serve the Order and Notice by first
class mail within three days of its entry and file a certificate of
service regarding the service of the Order.

                 About 2671 Centerville Hwy LLC

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


2671 CENTERVILLE: Ten-X Online Auction of Snellville Property OK'd
------------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized 2671 Centerville Hwy, LLC's
sale of the real property commonly known as at 2671 Centerville
Highway, Snellville, Georgia for via commercial online auction
using the services of TEN-X.

The Sale Hearing was held on Feb. 25, 2019.

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

TEN-X may take any actions necessary to facilitate the sale of the
Property, including but not limited to: marketing the Property
itself or via a Listing Agent and conducting the auction of the
Property using these procedures:

     a. The Auction Date: The first "Auction Date" will be Feb. 27,
2019.

     b. Registration Process: Each party wishing to participate in
the Auction will submit an on-line registration form on the website
established by TEN-X for the Auction to qualify as a bidder.  The
registration form shall, amount other things: (i) contain such
information as reasonably requested by TEN-X to identify the
potential bidder; and (ii) require a credit card authorization for
payment of a deposit (in an amount to be determined by TEN-X in
consultation with the Debtor), which deposit will either (a) not be
charged, if the bidder is not the winning bidder, (b) not be
charged, if the bidder is the winning bidder and timely consummates
the sale pursuant to the Sale Documents, or (c) may be charged, if
the bidder is the winning bidder but fails to timely consummate the
sale, including fails to execute the Sale Documents promptly
following completion of the Auction.  The Secured Creditor will be
deemed to be a qualified bidder at the Auction and will not be
required to submit a registration form or deposit. TEN-X, in
consultation with the Debtor, will have the right to disqualify any
potential bidder as a qualified bidder if such bidder fails to
complete the registration process.

     c. Reserve Price: The reserve price for the auction will be
$1.5 million.  Notwithstanding anything to the contrary, the
Reserve Price may be reduced only by written consent of the Debtor
and Secured Creditor, but will not be below an amount reasonably
calculated to pay off all creditors in the case.

     d. Bid Procedure: Prior to the commencement of the first
Auction Date, the Secured Creditor will provide the Secured
Creditor Notice to the Debtor and Ten-X of the amount of its credit
bid.  All bids will be made in compliance with the procedures
typically utilized by Ten-X, Inc. during its online commercial
bidding process.  The Reserve Price, the Opening Bid, and the
initial Bidding Increments may be established by TEN-X in
consultation with the Debtor and the Secured Creditor, provided
however that TEN-X may adjust Bidding Increments upwards or
downwards during the Auction in its discretion.  The minimum bid
will be an amount calculated to pay all costs of sale and the
amount owed to the Secured Creditor.

     e. Winning Bid Amount: The Winning Bid Amount will be the
highest or otherwise best bid selected by the Debtor and Ten-X
during the Auction.

     f. Buyer's Premium: In addition to the Winning Bid Amount, the
winning bidder will pay a Buyer’s Premium equal to 5% of the
winning bid amount, but in no event less than $40,000, which will
be charged as a Buyer's Premium payable by the purchaser(s) at
closing directly to TEN-X.  Upon receipt of the Buyer's Premium,
Ten-X will pay 20% of the amount received to the Seller's counsel
pursuant to the terms of the Marketing Agreement and Amendments
thereto.  TEN-X will not be entitled to any other compensation.  
The Buyer’s Premium will be paid whether the Property is
successfully sold to a third-party bidder or to the Secured
Creditor utilizing its credit bid.  The estate will not be
responsible or obligated to pay any compensation to TEN-X.

     g. Listing Broker: The Listing Broker will be paid a
commission equal to 4.5% if there is a co-op broker and 3.25%
percent if there is no outside broker, of the Winning Bid Amount,
which will be paid at closing directly to the Listing Broker.

     h. Back-Up Bidder: TEN-X will be authorized, but not required,
to accept the second highest bid submitted during the Auction as a
“back-up” bid in the event that the winning bidder fails to
consummate the sale transaction.

     i. Sale Documents: Promptly following the closing of the
Auction, the winning bidder will execute a sale agreement or other
applicable sale documents as required by the Debtor.  The sale must
close within 30 days of acceptance of the winning bid.

The Debtor's acceptance of the "back-up" bid and proceeding to
consummate a transaction with the "back-up" bidder will be without
prejudice to any claim of the Debtor against the winning bidder for
failing to proceed.

If the reserve is not met by the end of the first Auction, then
TEN-X will advertise a second Auction to be held April 1, 2019.  If
the reserve price is not met at the second Auction, and there is at
least one qualified non-insider bid of at least $1.3 million, TEN-X
will advertise and commence a third Auction by May 1, 2019.  If the
reserve price is not met at the third Auction, the Secured Creditor
may then utilize its right to purchase the Property by credit bid.


The Secured Creditor's Motion to Lift Stay will be heard on April
25, 2019 at 1:30 p.m. for the sole purpose of modifying the stay to
allow advertisement of a June 4, 2019 foreclosure sale.  The Debtor
agrees not to contest the motion for that limited purpose.  The
publication of such advertisement will not occur before May 5,
2019.  

An evidentiary hearing on Secured Creditor's Motion to Lift Stay
will be held on May 31, 2019 at 9:30 a.m.  If the Court grants
Secured Creditor's Motion to Lift Stay at that time, the
foreclosure sale will proceed as scheduled.  If the Court denies
the Motion to Lift Stay, the publication will be terminated and no
foreclosure sale will be permitted at that time, unless otherwise
Ordered by the Court.

To the extent applicable in any sale, the Debtor agrees to pay at
closing (1) all outstanding real estate taxes, including any
prorated amounts due for the current tax year; (2) if applicable,
the lesser of any HOA fees accrued post-petition or the equivalent
to 12-month assessments; and (3) all closing costs excluding
professional fees. Any payments by the Debtor as stated herein will
be subject to any and all limitations on the Debtor's liability for
any fees and costs under applicable law.

All remaining net proceeds will be remitted to the Debtor's counsel
to be held in escrow pending further order of the Court.

The Counsel for Movant will serve the Order and Notice by first
class mail within three days of its entry and file a certificate of
service regarding the service of the Order.

                  About 2671 Centerville Hwy

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



550 SEABREEZE: Exclusive Filing Period Extended Until April 23
--------------------------------------------------------------
Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which 550 Seabreeze
Development, LLC has the exclusive right to file a Chapter 11 plan
through April 23, and to solicit acceptances for the plan through
June 22.

Since its bankruptcy filing, 550 Seabreeze has made progress to
reorganize its business affairs.  Specifically, the company
successfully closed on the sale of Las Olas Ocean Resort in Fort
Lauderdale, Florida, to MHF Las Olas VI LLC for $39.1 million.  The
company has also paid its principal secured creditor Ocean Hotel
Lender, LLC from the sale proceeds as well as tax claims on the
property.

                 About 550 Seabreeze Development

550 Seabreeze Development LLC is a general contractor located in
Fort Lauderdale, Florida.  It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).  The company filed as a
Florida limited liability in Florida in September 2003.

550 Seabreeze Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26,
2018.  In its petition signed by Kenneth Bernstein, authorized
representative, the Debtor estimated assets and liabilities of $10
million to $50 million.  Judge Raymond B. Ray presides over the
case. Genovese Joblove & Battista, P.A., is the Debtor's legal
counsel.  No official committee of unsecured creditors has been
appointed in the Debtor's case.



A NEW START: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: A New Start Incorporated
        1261 S Congress Ave
        Palm Springs, FL 33406

Business Description: A New Start Incorporated --
                      https://anewstartincfl.com -- is a
                      treatment center in Palm Beach County,
                      Florida, providing intensive outpatient
                      treatment for substance abuse and chemical
                      dependency disorders in adult clients.
                      An intensive outpatient program allows
                      clients to continue working or attending
                      school while receiving treatment and support
                      from the Company's program and team of
                      specialists.

Chapter 11 Petition Date: March 14, 2019

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

Case No.: 19-13294

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Angelo A. Gasparri, Esq.
                  LAW OFFICE OF ANGELO A GASPARRI
                  1080 S Federal Highway
                  Boynton Beach, FL 33435
                  Tel: 561-826-8986
                  E-mail: angelo@drlclaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Eugene Sullivan, CEO.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at:

            http://bankrupt.com/misc/flsb19-13294.pdf


ACCURIDE CORP: S&P Cuts Issuer Credit Rating to B-, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings on March 14 announced that it lowered its issuer
credit rating on Accuride Corp. to 'B-' from 'B' and said the
outlook is negative. At the same time, S&P lowered its issue-level
ratings on the company's term loan to 'B-' from 'B'.

"The downgrade reflects our expectation for continued negative free
operating cash flow (FOCF) in 2019, as the company continues to
restructure its Europe and Asia business. We now expect adjusted
debt leverage will remain above 6x in 2019. This follows weaker
than previously expected operating performance in 2018 partly due
to customer volume decreases stemming from the prolonged approval
process of the mefro Wheels GmbH acquisition as well as the
unfavorable impact of higher raw material, offshore wheel-end
product, and freight costs," S&P said.

The negative outlook reflects S&P's expectation for continued
negative FOCF in 2019 along with elevated debt leverage above 6x.
The company has experienced customer volume decreases stemming from
the prolonged approval process of the mefro acquisition as well as
the unfavorable impact of higher raw material, offshore wheel-end
product, and freight costs and S&P expects the restructuring costs
associated with the company's Europe and Asia business will
contribute a cash outflow in 2019.

S&P said it could lower the ratings within the next 12 months if it
no longer anticipate FOCF will turn positive in 2020 or if
liquidity becomes strained. This could occur as a result of
weaker-than-expected operating performance due to additional
unexpected costs arising from the company's restructuring
initiatives, additional product supply constraints, any negative
impact of tariffs or trade disputes, or a significant decline in
commercial vehicle and trailer market demand, according to S&P.

"Overall, we could lower the ratings if we come to believe the
company depends on favorable business, financial, and economic
conditions to meet its financial commitments, or if we view the
company's financial commitments as unsustainable in the long term,"
S&P said.

S&P said it could revise the outlook to stable over the next 12
months if the company executes well on its restructuring plans for
2019 such that FOCF turns positive in 2020, and expects the company
will sustain this result, along with debt leverage that does not
increase further. S&P said it would also look for adequate headroom
under the financial covenants in the company's credit agreement.


ACEMLA DE PUERTO RICO: Court Rejects Bid to Hold Peer in Contempt
-----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied ACEMLA de Puerto Rico
Inc.'s urgent motion for Peer International Corporation of Puerto
Rico to show cause why it should not be held in contempt.

ACEMLA alleges that, pursuant to the court's order lifting the
automatic stay in favor of Peer, the creditor could pursue the
District Court action up to final judgment, but the collection
should've been channeled through the bankruptcy process.
Therefore, ACEMLA alleges that Peer's request for execution of
judgment in the District Court is in contempt of the court's order.
As stated by ACEMLA, "Peer's request to execute the Judgment in the
District Court is in direct contempt of the order Lifting the Stay,
which clearly stated that any collection should be "through the
bankruptcy process." The "bankruptcy process is still extant, as
the Preliminary Motions for Reconsideration and the corresponding
Oppositions by Peer and SBS, are still pending before this
Honorable Court."

In its Opposition, Peer alleges that the Contempt Motions are
without merit, that the Dismissal Orders became effective
immediately upon their entry, thus terminating the automatic stay.
Furthermore, Peer states that upon the termination of the automatic
stay, the parties are returned to the status quo as existing prior
to the bankruptcy filings. The Creditor alleges that, upon entry of
the Dismissal Orders, Peer became free to take whatever actions it
is permitted to take under the law to enforce its rights against
ACEMLA and LAMCO.

Peer requested to the court the modification of the stay, to
continue to pursue an action in the District Court for the District
of Puerto Rico, up to final judgment.

Here, the court modified the stay to allow Peer to continue the
District Court action up to judgment. However, upon the dismissal
of ACEMLA’s and LAMCO's case, the stay was terminated, and Peer
could continue to pursue the judgment execution proceedings in the
District Court without the restrictions imposed by the court in its
Order modifying and conditioning the stay. Therefore, the Urgent
Motion filed by ACEMLA is denied.

A copy of the Court's Opinion and Order dated March 1, 2019 is
available at:

    http://bankrupt.com/misc/prb17-02021-L11-483.pdf

             About ACEMLA de Puerto Rico Inc.

ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights
Organization" (PRO), in the United States and No. 76 in the CISAC
world roster.  It controls and licenses LAMCO's non-exclusive
performance rights and those of its affiliate music publisher's
editors and composers.  This institution was created to defend the
Latin composer's rights in the United States and the world, and it
is as such that in 1985, by an appeal presented before the highest
federal court in this country, against a decision of the Copyright
Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and
since then ACEMLA operates as the fourth society, or a performance
Rights Society (PRO), in the United States.

ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed
Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and
17-02023) on March 24, 2017.  In its petition, ACEMLA estimated
assets of less than $500,000 and liabilities of $1 million to $10
million.  LAMCO estimated assets and liabilities of less than $1
million.

The Hon. Enrique S. Lamoutte Inclan presides over the cases.

Gratacos Law Firm, PSC, serves as bankruptcy counsel. 


ADVANCED SPORTS: Seeks to Extend Exclusivity Period to June 30
--------------------------------------------------------------
Advanced Sports Enterprises, Inc. asked the U.S. Bankruptcy Court
for the Middle District of North Carolina to extend the period
during which the company and its affiliates have the exclusive
right to file a Chapter 11 plan through June 30, and to solicit
acceptances for the plan through Aug. 30.

The companies' current exclusive filing period expired on March 16
while they have until May 15 to obtain confirmation of a plan.

As of now, Advanced Sports cannot yet estimate the amount that
should be paid to secured and unsecured creditors.  The court has
not yet ruled on the validity of claims of creditors, including
Ideal Bike Corp., York Street Mezzanine Partners II, L.P. and
Advanced Holdings Co. Ltd.

Advanced Sports and its affiliates had approximately $15.2 million
on deposit in their accounts as of Feb. 28. Most if not all of the
funds on deposit could be considered "cash collateral" of those
creditors, according to court filings.

Meanwhile, Advanced Sports and the unsecured creditors' committee
are still analyzing the allocation of assets, liabilities, revenues
and disbursements that could provide further clarity regarding the
administrative solvency of the company and each of its affiliates
and a foundation to enable them to move forward with a bankruptcy
plan, according to court filings.

                 About Advanced Sports Enterprises

Advanced Sports Enterprises, Inc., designs, manufactures and sells
bicycles and related goods and accessories.

Advanced Sports is a wholesale seller of bicycles and accessories.
ASI owns the following bicycle brands and is responsible for their
design manufacture and worldwide distributions: Fuji, Kestrel, SE
Bikes, Breezer, and Tuesday.

Performance Direct, Inc., designs, manufactures and sells bicycles
and related goods and accessories and operates a national
distribution of these goods under the Performance Bicycle brand
through an internet website business via the URL
http://www.performancebike.com/    
   
Bitech, Inc., operates 104 retail stores across 20 states under the
Performance Bicycle brand related to the sale of bicycles and
related good and accessories.  The businesses of Performance and
Bitech operate in conjunction with each other and they share a
number of services and a distribution warehouse.

Nashbar Direct, Inc. designs, manufactures and sells bicycles and
related goods and accessories under the Bike Nashbar brand through
an internet website business via the URL
http://www.bikenashbar.com/The businesses of Nashbar also operate
in conjunction with Performance and share services and a
distribution warehouse.

Advanced Sports Enterprises and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case
No. 18-80856) on Nov. 16, 2018.

Advanced Sports Enterprises estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million while
Advanced Sports, Inc., estimated assets of $100 million to $500
million and liabilities of $50 million to $100 million.

The cases are assigned to Judge Benjamin A. Kahn.

The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as
their bankruptcy counsel; D.A. Davison & Co. as investment banker;
Clear Thinking Group LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.

William Miller, the bankruptcy administrator for the Middle
District of North Carolina, appointed an official committee of
unsecured creditors on Nov. 27, 2018.  The committee hired Waldrep
LLP and Cooley LLP as legal counsel.


AGILE THERAPEUTICS: Renaissance Tech Has 5.6% Stake as of Dec. 31
-----------------------------------------------------------------
Renaissance Technologies LLC and Renaissance Technologies Holdings
Corporation disclosed in a Schedule 13G filed with the Securities
and Exchange Commission that as of Dec. 31, 2018, they beneficially
own 1,940,677 shares of common stock of Agile Therapeutics, Inc.,
which represents 5.65 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:

                          https://is.gd/RWC2uS

                        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.  The Company plans to resubmit its new drug
application, or NDA, for Twirla to the U.S. Food and Drug
Administration, or FDA, and seek FDA approval of the NDA in 2019.

Agile Therapeutics reported a net loss of $19.77 million for the
year ended Dec. 31, 2018, compared to a net loss of $28.30 million
for the year ended Dec. 31, 2017.  As of Dec. 31, 2018, Agile had
$22.39 million in total assets, $2.21 million in total liabilities,
and $20.17 million in total stockholders' equity.

Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor
since 2010, issued a "going concern" qualification in its report on
the consolidated financial statements for the year ended Dec. 31,
2018, 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.


ALGODON GROUP: Changes Name to 'Gaucho Group Holdings, Inc.'
------------------------------------------------------------
Effective March 11, 2019, Algodon Group, Inc. changed its name to
Gaucho Group Holdings, Inc. to better reflect the Company's focus
and strategy.  The Company's ticker symbol "VINO" will remain
unchanged as Algodon Fine Wines is still considered the genesis and
ambassador of the brand.

A Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of the Company was filed with the Secretary of
State of the State of Delaware on March 1, 2019.

                     About Algodon Group

Through its wholly-owned subsidiaries, Algodon Group, Inc.,
formerly known as Algodon Wines & Luxury Development Group, Inc. --
http://www.algodongroup.com/-- invests in, develops and operates
real estate projects in Argentina.  Based in New York, Algodon
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort.  The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L.  AWLD distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.

Algodon Wines reported a net loss attributable to common
stockholders of $8.25 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common stockholders of
$10.04 million for the year ended Dec. 31, 2016.  As of Sept. 30,
2018, Algodon Group had $5.26 million in total assets, $4.89
million in total liabilities, $9.02 million in series B convertible
redeemable preferred stock, and a total stockholders' deficiency of
$8.65 million.

Marcum LLP, in New York, the Company's auditor since 2013, 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 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.


ALL AMERICAN OIL: Sale of All Assets to Creditor KCO Approved
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized the private sale by All American Oil &
Gas, Inc., Kern River Holdings, Inc., and Western Power & Steam,
Inc., of substantially all assets to Kern Cal Oil 7, LLC ("KCO")
for (i) a credit bid of KCO's debt (and waiver of any deficiency
claim), (ii) assumption of liabilities (including substantially all
scheduled trade claims), and (iii) other consideration.

The sale is free and clear of all Encumbrances, with such
Encumbrances to attach solely to the consideration to be received.

Upon Closing, the Debtors are hereby authorized and directed to
assume and assign the Designated Contracts to the Buyer free and
clear of all Encumbrances, except for the obligation to pay the
applicable Cure Amount, if any, and execute documentation
evidencing same that is reasonably requested by the Buyer.  

The WPS Ground Lease Renewal is hereby deemed effective without the
need for any further action by any party, notwithstanding anything
to the contrary in applicable nonbankruptcy law.

The terms of the Settlement are approved, effective immediately.


The Wind-Down Budget in form and substance acceptable to the
Debtors and the Buyer is approved.  Upon Closing of the Sale,
sufficient funds will remain in the Debtors' estates to fund the
expenses set forth in the Wind-Down Budget.

The Debtors will apply the funds remaining in the Debtors' estates
solely in accordance with the Wind-Down Budget. To the extent that
budgeted expenses set forth in the Wind-Down Budget are less than
actual expenses for such items, such excess amount will constitute
an Acquired Asset and the Debtors will transfer such excess amount
to Buyer and such excess may not be allocated to either any other
item described in the Wind-Down Budget or any item not described in
the Wind-Down Budget, except for any amount that is expressly
labeled as covering contingencies or multiple line items.

The Wind-Down Budget allocates designated amounts as a reserve for
payment of allowed (regardless of when allowed), accrued, and
unpaid fees and out-of-pocket expenses of the following
professionals retained by order of the Court by the Debtors
incurred before March 1, 2019, in aggregate accrued amounts for
each Pre-Closing Budgeted Fees: (i) Hogan Lovells US LLP; (ii)
Dykema Gossett PLLC; (iii) Brinkman Portillo Ronk, APC; and (iv)
Dundon Advisers LLC.  The Debtors will fund the aggregate
Pre-Closing Budgeted Fees, together with the Post-Closing Budgeted
Fees, provided for in the Wind-Down Budget into a segregated bank
account no later than 10 Business Days after entry of the Order.

The Professionals will file final applications for the fees and
expenses incurred during the Pre-Closing Period by March 22, 2019,
which will be subject to final Court approval separate from those
incurred thereafter as provided.  The Debtors may not transfer any
Professional's Pre-Closing Budgeted Fees to such Professional
unless and until such Professional's fees and expenses for the
Pre-Closing Period are allowed by Order of the Court.  

Each Professional will satisfy its Pre-Closing Allowed Fees, first,
by applying any retainer or advance payment held by such
Professional against such Pre-Closing Allowed Fees, and, second, by
any funds remitted by the Debtors to such Professional on account
of its Pre-Closing Allowed Fees solely to the extent of such
amounts budgeted therefor in the Wind-Down Budget.  With respect to
each Professional, to the extent the sum of Pre-Closing Budgeted
Fees exceed Pre-Closing Allowed Fees (after application of any
retainer or advance payment held by such Professional to reduce
such Pre-Closing Allowed Fees), such excess will constitute an
Acquired Asset and the Debtors will transfer such excess amount to
Buyer (or its designee) within two Business Days from the date on
which the Debtors transfer such Pre-Closing Allowed Fees to such
Professional after the Court rules on such Professional's final fee
application covering the Pre-Closing Period.

The Wind-Down Budget allocates $500,000 in the aggregate as a
reserve for payment of allowed (regardless of when allowed),
accrued, and unpaid fees and out-of-pocket expenses of Hogan
Lovells and Dykema incurred on and after March 1, 2019, in
aggregate accrued amounts set forth therein collectively for such
Professionals.  The Debtors may not transfer any Post-Closing
Budgeted Fees to Hogan Lovells or Dykema unless and until such
Professional's fees and expenses are allowed by Order of the Court.
The remaining balance of the Post-Closing Budgeted Fees will be
held until the earlier of (i) the later of (a) 30 days after the
effective date of a chapter 11 plan of the Debtors and (b) final
determination of any pending fee applications filed by such
Professionals within 30) days of the Effective Date or (ii)
dismissal or conversion of the Cases to cases under chapter 7 if no
chapter 11 plan has previously become effective.

Each of Hogan Lovells and Dykema will satisfy its Post-Closing
Allowed Fees, first, by applying any retainer or advance payment
held by such Professional against such Post-Closing Allowed Fees
(if not previously depleted in full to satisfy Pre-Closing Allowed
Fees), and, second, by any funds remitted by the Debtors to such
Professional on account of its Post-Closing Allowed Fees solely to
the extent of such amounts budgeted therefor in the Wind-Down
Budget.  To the extent Post-Closing Budgeted Fees exceed
Post-Closing Allowed Fees (after application of any retainer or
advance payment held by such Professional to reduce such
Post-Closing Allowed Fees) as of the Termination Date, the Debtors
will transfer such excess amount to Buyer (or its designee) within
two Business Days from the date on which the Debtors transfer such
Post-Closing Allowed Fees to such Professional.

Notwithstanding anything to the contrary in the Order, to the
extent the aggregate amount of Post-Closing Allowed Fees (after
application of any retainers or advance payments to reduce such
Post-Closing Allowed Fees) for such Professionals (a) exceed
$250,000, Buyer (or any of its affiliates party to the Production
Royalty) may offset and reduce amounts payable to any of the
Debtors under the Production Royalty to the extent of such excess
on a dollar-for-dollar basis as and when payments under the
Production Royalty become due and/or (b) subject to the foregoing
provisions of this paragraph (iv), exceed $500,000, each of Hogan
Lovells and Dykema may seek to recover its unpaid Post-Closing
Allowed Fees from the proceeds of the Production Royalty, as and
when such payments are received by the Debtors.

To the extent provided for in the Wind-Down Budget, the Debtors are
authorized to pay employee claims for paid time off upon an
employee's termination of employment by the Debtors in accordance
with their ordinary course of business and applicable law.

No later than the fifth day of each month, the Debtors will provide
to Buyer a summary report of all amounts they have received or
disbursed during the immediately preceding month and showing the
variance of such amounts from the amounts budgeted therefor in the
Wind-Down Budget, which reporting obligation will continue until
all funds provided for under the Wind-Down Budget are spent or
returned to the Buyer pursuant to the terms in the Order.

The Buyer is granted standing to prosecute any objections to
claims, causes of actions, remedies and unresolved Cure Amounts
asserted in these bankruptcy cases that relate in any way to the
Assumed Liabilities and the Wind Down Budget.

The Sale Order constitutes a final order within the meaning of 28
U.S.C. Section 158(a).  The provisions of the Sale Order are
non-severable and mutually dependent.  The consideration provided
by the Buyer for the Acquired Assets under the Sale Documents is
fair and reasonable and the Sale Order may not be avoided under
section 363(n) of the Bankruptcy Code.

Pursuant to Bankruptcy Rules 6004(g) and 6004(h), 6006(d), any stay
of the Sale Order during the 14-day appeal period following the
entry of the Order is hereby waived, the Court finding that such
waiver is appropriate under the circumstances and is in the best
interests of the Debtors, their estates, and all creditors and
parties in interest, and the Sale Order is immediately effective
and enforceable upon entry.  

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

     http://bankrupt.com/misc/All_American_468_Order.pdf

                  About All American Oil & Gas

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

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

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

The cases are assigned to Judge Ronald B. King.

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


ALPHATEC HOLDINGS: L-5 Signs $2.55M Shares Purchase Plan with JPMS
------------------------------------------------------------------
L-5 Healthcare Partners II, LLC, an affiliate of L-5 Healthcare
Partners, LLC, and an entity controlled by Paul Segal, entered into
a purchase plan with J.P. Morgan Securities LLC on March 12, 2019,
in accordance with Rule 10b5-1 of the Securities and Exchange Act
of 1934, as amended for the purchase of shares of Common Stock for
an aggregate purchase price of up to $2,550,000 during the period
beginning on March 26, 2019 and ending on Sept. 30, 2019.
Purchases are subject to Securities and Exchange Commission
regulations, as well as to certain market price, volume and timing
conditions specified in the 10b5-1 Plan.  All purchases under the
10b5-1 Plan are to be made at the discretion of JPMS and in
accordance with the terms, conditions and restrictions of the
10b5-1 Plan.  None of L-5, any of its affiliates or Mr. Segal has
any control, influence or authority over purchases made pursuant to
the 10b5-1 Plan.

As of March 12, 2019, L-5 Healthcare Partners, LLC and Paul Segal
beneficially own 14,682,540 shares of common stock of Alphatec,
which represents 29.39 percent based upon (i) 43,212,606 shares of
Common Stock outstanding as reported in the Issuer's Form 10-Q
filed on November 9, 2018, plus (ii) the shares of Common Stock
issuable upon exercise of the Warrants.

The 14,682,540 Shares reported represent 7,936,508 shares of Common
Stock held by L-5 Healthcare Partners, LLC, plus 6,746,032 shares
of Common Stock issuable upon exercise of warrants to purchase
shares of Common Stock at an exercise price of $3.50 per share,
held by L-5 Healthcare Partners, LLC.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/21zMwG

                     About Alphatec Holdings

Carlsbad, California-based Alphatec Holdings, Inc., through its
wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOp
Surgical, Inc., is a medical device company that designs, develops,
and markets technology for the treatment of spinal disorders
associated with disease and degeneration, congenital deformities,
and trauma.  The Company's mission is to improve lives by providing
innovative spine surgery solutions through the relentless pursuit
of superior outcomes.  The Company markets its products in the U.S.
via independent sales agents and a direct sales force.

Alphatec incurred a net loss of $2.29 million in 2017, following a
net loss of $29.92 million in 2016.  As of Sept. 30, 2018, the
Company had $131.5 million in total assets, $33.14 million in total
current liabilities, $34.28 million in long-term debt, $16.22
million in other long-term liabilities, $23.60 million in
redeemable preferred stock, and $24.21 million in total
stockholders' equity.



AMERICAN FORKLIFT: Seeks to Extend Exclusivity Period to April 19
-----------------------------------------------------------------
American Forklift Rental & Supply, LLC asked the U.S. Bankruptcy
Court for the Middle District of Florida to extend the period
during which it has the exclusive right to file a Chapter 11 plan
through April 19.

The extension, if granted by the court, would give the company and
Bank of Texas more time to resolve various contested matters
between them either by settlement or trial.  

The bank earlier filed a motion to lift the automatic stay and an
objection to the company's continued use of cash collateral, which
will be tackled at a hearing on April 11.

American Forklift is currently working on its proposed plan, which
it intends to file with the court after it resolves its issues with
Bank of Texas, according to court filings.

                    About American Forklift

American Forklift Rental & Supply, LLC --
https://www.americanforkliftrental.com/ -- specializes in forklift
rentals for the Central Florida area including Orlando, Tampa,
Lakeland, Orange County, Polk County, Lake County, and surrounding
areas.  It also offers new and used sales on a wide variety of
forklifts.

American Forklift sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04155) on July 12,
2018.  In the petition signed by Joseph Garcia, Jr., managing
member, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.  Judge Cynthia C.
Jackson presides over the case.  Melissa A. Youngman, Esq., in
Altamonte Springs, Florida, is the Debtor's legal counsel.  No
official committee of unsecured creditors has been appointed.


ARBOR PHARMACEUTICALS: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Arbor Pharmaceuticals, LLC's
ratings, including its Corporate Family Rating to B3 from B2, the
Probability of Default Rating to B3-PD from B2-PD, and the senior
secured credit facilities to B3 from B2. The rating outlook is
stable.

The downgrade reflects higher operating risk as the company
continues to face declining earnings and weakened cash flows as a
result of continuing generic competition on products such as
Erythromycin and Evekeo. Moody's believes that recent cost-cutting
initiatives will not be enough to fully offset earnings declines,
and expects Arbor's debt/EBITDA to remain above 6.0 times
throughout 2019.

The stable outlook reflects Moody's expectation that despite
weakening operating performance, Arbor will continue to generate
positive free cash flow and maintain good liquidity.

Ratings downgraded:

Arbor Pharmaceuticals, LLC

  Corporate Family Rating to B3 from B2
                                                                
  Probability of Default Rating to B3-PD from B2-PD

  Senior secured credit facilities to B3 (LGD3) from B2 (LGD3)

Outlook Action:

The rating outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Arbor's modest size with
revenues that Moody's believes will approximate $300 million. The
rating also reflects Moody's view that debt/EBITDA will increase
and remain above 6 times. This is due to price and volume pressures
on Arbor's product portfolio that will drive earnings declines in
2019. Arbor faces challenges on key products with certain payors,
including formulary exclusions and price concessions that hurt
sales and volumes. Arbor also faces competition on certain key
products, mostly from generics, that will also contribute to
earnings declines. Cost-cutting initiatives will help to partially
offset some of the near-term earnings declines. Moody's believes
uncertainty remains as to whether Arbor's pipeline and other
commercial strategies will be sufficient to reverse earnings
declines beyond 2019. Arbor's ratings are supported by high gross
margins and minimal capital expenditures. Moody's also expects good
liquidity, with cash balances in excess of $100 million and access
to an undrawn $75 million revolving credit facility.

Arbor's ratings could be downgraded if liquidity or free cash flow
deteriorates. The ratings could also be downgraded if Arbor is
unable to stabilize earnings through cost cutting efforts or
execute successfully on its pipeline development.

The ratings could be upgraded if Arbor returns to sustainable
growth such that debt/EBITDA is maintained below 5.0 times. The
ratings could also be upgraded if Arbor is able to successfully
execute new product launches from its branded and generic pipeline,
while increasing size and scale.

Arbor is a US-based specialty pharmaceutical company that sells a
portfolio of branded drugs in the cardiology, hospital, and
pediatric areas. Arbor also sells antibiotic products and has a
small generic drug division. The company is owned primarily by KKR,
Chairman Jason Wild and his funds, management, and ARCH Healthcare
Fund.


ARCIMOTO INC: WR Hambrecht Et Al. Own 10.26% Stake as of Dec. 31
----------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Arcimoto, Inc. as of Dec.
31, 2018:

                                     Shares      Percent
                                  Beneficially     of
Reporting Person                     Owned       Class
----------------                 ------------  --------
WR Hambrecht Ventures III, L.P.    1,088,456      6.8%
Hambrecht Partners Holdings, LLC   1,088,456      6.8%
Elizabeth Hambrecht                1,098,288      6.9%
John Hullar                        1,186,779      7.5%
Paramour Capital                     183,333      1.15%
Michael A. Kramer                  1,271,789      7.96%
WM Electric Holdings, LLC             50,000      0.3%
William Mayer                      1,252,179      7.9%
Ironstone Group, Inc.                 79,000      0.5%
William Hambrecht                  1,183,188      7.4%
Thomas Thurston                    1,167,456      7.3%

The Reporting Persons are the beneficial owners of an aggregate of
1,638,399 shares of Common Stock, which represents 10.26% of the
Issuer's outstanding Common Stock based upon 15,973,816 shares of
Common Stock outstanding as of Sept. 30, 2018 as reported by the
Issuer in its Form 10-Q.  The Reporting Persons' beneficial
ownership consists of 1,088,456 shares of Common Stock held
directly by WR Hambrecht, with HPH as its investment manager and
Mr. Mayer as the chairman, Mr. Hambrecht as the co-chairman and
advisory director and Mr. Hullar as chief executive officer and a
director of HPH.  Mr. Hambrecht also serves as the portfolio
manager and managing partner of WR Hambrecht.  He owns 15,732
shares of Common Stock through a revocable trust.  Mr. Mayer owns
113,723 shares of Common Stock in his own name and an additional
50,000 shares of Common Stock through his investment fund Electric
Holdings.  Ms. Hambrecht is the portfolio manager of WR Hambrecht
and also owns 9,832 shares of Common Stock with her spouse.  Mr.
Hullar is a managing partner and chief executive officer of WR
Hambrecht and also owns 98,323 shares of Common Stock through a
trust with his spouse.  Mr. Kramer, a member of the Board of
Directors of HPH, owns 183,333 shares of Common Stock through
Paramour Capital.  Mr. Hambrecht also serves as the president and
chief executive officer of Ironstone Group.  Ironstone Group holds
74,000 shares of Common Stock and 5,000 shares of Common Stock
underlying an option that is vested within 60 days of June 21,
2018.  Mr. Thurston is a director of both Ironstone Group and the
Issuer and owns units of WR Hambrecht.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/0oM01I

                         Arcimoto, Inc.

Headquartered in Eugene, Oregon, Arcimoto, Inc. (NASDAQ: FUV) --
http://www.arcimoto.com/-- is engaged primarily in the design and
development of three-wheeled electric vehicles.  Over the course of
its first ten years, the Company designed built and tested eight
generations of prototypes, culminating in the Fun Utility Vehicle.
The Fun Utility Vehicle is a pure electric solution that is
approximately a quarter of the weight, takes up a third of the
parking space of, and is dramatically more efficient than the
average passenger car in the United States.

The report from the Company's independent accounting firm
DBBMckennon, the Company's auditor since 2016, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has earned limited revenues
from its intended operations, which raises substantial doubt about
its ability to continue as a going concern.

Arcimoto incurred a net loss of $3.31 million in 2017 and a net
loss of $1.91 million in 2016.  As of Sept. 30, 2018, the Company
had $11.81 million in total assets, $3.08 million in total
liabilities, and $8.72 million in total stockholders' equity.


BAILEY FOUR: $13.5M Sale of Uvalde County Property to 4C Ranch OK'd
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized 2671 Centerville Hwy, LLC's sale of
more or less 5606.12 acres of land known as Four Canyons Ranch on
CR 416 in Uvalde County, Georgia, also known as Four Canyons Ranch,
together with all rights, privileges, and appurtenances pertaining
thereto, to 4C Ranch Properties, LLC for $13.5 million.

The Farm and Ranch Contract between the Debtor and the Purchaser
regarding the Real Property is approved subject to the terms of the
Order.

The Debtor s authorized to sell to the Purchaser the Real Property
and all other interest owners of the Real Property and located in
Uvalde County, Texas pursuant to the terms of the Farm and Ranch
Contract on the condition that the claims of Buffalo Equipment,
Inc. ($8,398,247 plus per diem of $3,028 after Feb. 20, 2019)(of
such $8,398,247 plus per diem payment to Buffalo, Spirit of Texas
Bank is to receive $5,073,308 plus $977 of the $3,028 per diem
after Feb. 20, 2019); Grey Fox Secured Funding, L.P. ($3,998,521
plus per diem of $1,721 after Feb. 28, 2019); and ACBC Investment,
LLC ($1,013,535 plus per diem of $383 after Feb. 28, 2019) are paid
in full at closing from the sale proceeds; KRM Investments is paid
$500,000 and Uvalde County ad valorem taxes are paid in full at
closing.

After the described payments, all liens held by Buffalo Equipment,
Inc., Grey Fox Secured Funding, L.P., ACBC Investment, LLC, KRM
Investments, and Uvalde County, Texas, in the property will be
released and discharged (provided that the claim of KRM Investments
for amounts owed by the Debtor in excess of the $500,000 payment
will not be discharged and will remain a liability of the Debtor.

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

The 14-day requirement for finality of the Order under Fed. R.
Bankr. P. 6004 is waived.

If the claims of the Secured Creditors are not paid in full by
March 4, 2019, the Secured Creditors may proceed with the
foreclosure
currently set for March 5, 2019, pursuant to the Court's prior
order found at Docket No. 38.

                 About 2671 Centerville Hwy LLC

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


BEAUTIFUL BROWS: Trustee's Online Auction of Personal Property OK'd
-------------------------------------------------------------------
Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Greg Hays, the Chapter 11
Trustee of Beautiful Brows, LLC, to sell personal property located
at 5002 North Royal Atlanta Drive, Tucker, Georgia, including
several pieces of equipment that are not essential to its operating
locations.

A hearing on the Motion was held on Feb. 26, 2019.

The Trustee is authorized to pay Bullseye Auction & Appraisal, LLC
a 10% commission on the gross sales price of the Property, and
Auctioneer is authorized to receive a 10% buyer's premium from each
individual buyer.

The Trustee is also authorized to pay Auctioneer $500 as
reimbursement for auction expenses.  All other distributions of
sale proceeds will be made pursuant to court order after
appropriate notice and hearing.

The Fed. R. Bankr. P. 6004(h) will not apply to the Order, which
will be effective immediately so that the Trustee may proceed
instanter with the sale, at which time the gross sales proceeds
will be paid to the Trustee pursuant to the Order.  

The Debtor's counsel will serve a copy of this Order on all parties
in interest and will file a certificate of service with the Clerk
within three days of the entry of the Order.

                    About Beautiful Brows

Beautiful Brows LLC, based in Tucker, Georgia, primarily operates
in the skin care business within the personal services industry.
Beautiful Brows, filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-66766) on Oct. 3, 2018.  In the petition signed by Saleema
Delawalla (f/k/a Fnu Saleema), member, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Jason L. Pettie, Esq., at Jason L. Pettie, P.C.,
serves as bankruptcy counsel.

The case is assigned to Judge Jeffery W. Cavender.

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


BEVERLY WONG: Court Denies OK of Amended Disclosure Statement
-------------------------------------------------------------
Bankruptcy Judge Lori Simpson denied approval of Debtor Beverly
Wong's amended disclosure statement.

Debtor initiated the Chapter 11 bankruptcy case on June 6, 2018.
The Montgomery County, Maryland Property was Debtor's principal
residence on the petition date. Debtor has made monthly adequate
protection payments to Bank of America, N.A. of $3,466 since filing
the case. The Bank filed a timely proof of claim in this case
asserting a secured claim of $866,42.66. Debtor has not objected to
the Claim. The value of the Property on the petition date was at
least $1,850,000.

On Feb. 22, 2019, Debtor filed her Amended Plan of Reorganization
and the Disclosure Statement. Debtor seeks to modify the Bank's
rights through the Plan. Debtor proposes to pay the Claim over the
life of the Plan and a monthly principal and interest payment of
$4,100. The Plan further provides for full payment of the Claim by
Nov. 30, 2020.

The Bank objects to the Disclosure Statement on the ground that the
Plan is patently unconfirmable because it seeks to restructure a
matured loan secured solely by Debtor's principal residence in
violation of 11 U.S.C. section 1123(b)(5). Debtor responds that the
Bank's rights are modifiable because the Second Home Rider
establishes that the Property was not Debtor's principal residence
at the time Loan Documents were executed. Further, Debtor argues
that Bank knowingly waived protection under section 1123(b)(5) by
including the Second Home Rider in the Deed of Trust.

While courts ordinarily reserve confirmation issues for the
confirmation hearing, a court may disapprove a disclosure statement
where the underlying plan is clearly unconfirmable. If the Plan
violates section 1123(b)(5)'s anti-modification provision, it would
be clearly unconfirmable. Courts are split on the proper temporal
focus for determination of the debtor's principal residence under
section 1123(b)(5). The Fourth Circuit has not weighed in on the
controversy. Some courts have adopted the petition date approach,
whereby the court determines the debtor's principal residence based
on the state of affairs as of the petition date. Other courts have
adopted the loan origination approach, which focuses on the time
the parties created the relevant security interest. Those courts
look to the applicable loan documents to answer the question.

After thoroughly considering the reasoning of courts on all sides
of this controversy, the Court concludes that the petition date
approach is most well-reasoned. The Court agrees with Abdelgadir,
Crump, and Cohen that it is consistent and convenient to establish
all facts regarding the nature, extent, and status of claims as of
the petition date. More importantly, however, the Court finds the
statutory language clearly favors the petition date approach.

The loan origination approach is inconsistent with section
101(13A)'s focus on the debtor's use of the property and section
1123(b)(5)'s focus on the present. Sections 101(13A) and 1123(b)(5)
are clear on these points. Nothing in either section 101(13A) or
section 1123(b)(5) mentions the wording of the loan documents or
the lender's intent. Many courts that have adopted the loan
origination date approach  were convinced that the drafters
intended to provide maximum protection to all and only creditors
holding loans that originated as principal residence loans. If that
were true, the drafter could have easily used such language.

The Debtor argues that the Bank waived its right to protection
under the anti-modification provision through the inclusion of the
Second Home Rider in the Deed of Trust. Under Debtor's argument a
property may only obtain the status of "the debtor's principal
residence" through the loan documents, but, presumably, could lose
such status based on the debtor's use. As with the loan origination
date approach, such a rule eschews the statutory text's focus on
the debtor's use of the property. Further, nothing in the Second
Home Rider reads as a waiver of the Bank's rights to avoid
modification in the event the Property became Debtor's principal
residence.

The Court finds and concludes that it should deny approval of the
Disclosure Statement because the Plan is unconfirmable. Further,
the Court has determined that it should allow Debtor an opportunity
to either convert or dismiss this case.

A copy of the Court's Memorandum Opinion dated March 14, 2019 is
available at:

    http://bankrupt.com/misc/mdb18-17666-91.pdf

Beverly Wong filed for chapter 11 bankruptcy (Bankr. D. Md. Case
No. 18-17666) on June 6, 2018, and is represented by Steven L.
Goldberg, Esq. of McNamee Hosea et al.


BIG DOG II: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: Big Dog II, LLC
        PO Drawer 4550
        Fort Walton Beach, FL 32549

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

Chapter 11 Petition Date: March 15, 2019

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Case No.: 19-30284

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON, FORD, ET AL.
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: 850-438-1111
                  Fax: 850-432-8500
                  E-mail: jsf@whsf-law.com;
                          amanda@whsf-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nathaniel Smith, managing member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at:

         http://bankrupt.com/misc/flnb19-30284.pdf


BIOSTAGE INC: DST Capital Has 49.9% Stake as of Jan. 31
-------------------------------------------------------
DST Capital, LLC disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Jan. 31, 2019, it
beneficially owns 2,500,000 shares of common stock and 1,840,000
shares of common stock issuable upon exercise of warrants of
Biostage, Inc., which represents 49.99 percent of the shares
outstanding.

Polyvia LLC also reported beneficial ownership of 10,000 shares of
common stock and 15,000 shares of common stock issuable upon
exercise of warrants.  Jing Chen reported beneficial ownership of
36,000 shares of common stock, 174,000 shares of common stock
issuable upon exercise of warrants, and 2,725 shares of common
stock issuable upon exercise of options.  Jiong Shao beneficially
owns 26,000 shares of common stock and 39,000 shares of common
stock issuable upon exercise of warrants.  Bin Zhao beneficially
owns 2,530,722 shares of common stock and 1,840,000 shares of
common stock issuable upon exercise of warrants.

On Dec. 14, 2017, Biostage entered into a binding Memorandum of
Understanding with Bin Zhao, pursuant to which the Issuer was bound
to issue to the Reporting Persons in a private placement shares of
its common stock at a purchase price of $2.00 per share or, to the
extent the Reporting Persons, following the transaction, would
collectively own more than 49.99% of the Issuer's common stock,
shares of Series D Convertible Preferred Stock of the Issuer with a
per-share purchase price of $1,000. Additionally, in accordance
with the binding MOU, the Reporting Persons would receive warrants
to purchase shares of the Issuer's common stock (or, to the extent
the Reporting Persons would own more than 49.99% of the Issuer's
common stock, shares of Preferred Stock).

To further evidence the binding obligations of the MOU and
effectuate the Private Placement thereunder, the Issuer entered
into a Securities Purchase Agreement effective as of Dec. 27, 2017
with the Reporting Persons, and closed the Private Placement
simultaneously with the effectiveness of the Purchase Agreement. In
accordance with the MOU and the Purchase Agreement, the Issuer
issued to the Reporting Persons (i) 518,000 shares of the Issuer's
common stock, par value $0.01 per share, (ii) 3,108 shares of
Series D Convertible Preferred Stock, and (ii) warrants to purchase
3,108,000 shares of Common Stock, of which Bin Zhao concurrently
assigned warrants to purchase 540,000 shares of Common Stock to
persons who are not Reporting Persons or parties to the Purchase
Agreement.

The Warrants have an exercise price of $2.00 per share, subject to
adjustments as provided under the terms of the Warrants, and are
immediately exercisable.  The Warrants are exercisable for five
years from the issuance date.

The Preferred Stock ranked on parity to the Common Stock, and was
entitled to vote on any matters to which shares of the Common Stock
are entitled to vote, on an as-if-converted basis.  The Preferred
Stock included an ownership limitation that limits the Reporting
Persons and their affiliates to owning no more than 49.99% of the
Common Stock.

In connection with the Private Placement, the Issuer agreed to
grant board representation and nomination rights to the Reporting
Persons and their affiliates, such that the director nominees of
the Reporting Persons shall constitute a majority of the Issuer's
board of directors, but no more than is necessary to constitute
such a majority.  Pursuant to such representation and nomination
rights, Jing Chen, James Shmerling, Wei Zhang and Ting Li were
appointed to the Issuer's board of directors.

The working capital of DST Capital LLC and Polyvia LLC and the
personal funds of Jing Chen and Jiong Shao was the source of the
funds for the purchase of the Common Stock, Preferred Stock and
Warrants.  No part of the purchase price of the securities was
represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading, or voting
the securities.

On June 29, 2018, the Reporting Persons elected to convert all of
the outstanding shares of Series D Preferred Stock beneficially
owned by the Reporting Persons into an aggregate of 1,554,000
shares of Common Stock.

On Jan. 31, 2019, the Reporting Persons elected to exercise
warrants to purchase 500,000 shares of Common Stock.

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

                      https://is.gd/wpLxcm

                         About Biostage

Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly
Harvard Apparatus Regenerative Technology, Inc. --
http://www.biostage.com/-- is a biotechnology company developing
bio-engineered organ implants based on the Company's new Cellframe
technology which combines a proprietary biocompatible scaffold with
a patient's own stem cells to create Cellspan organ implants.
Cellspan implants are being developed to treat life-threatening
conditions of the esophagus, bronchus or trachea with the hope of
dramatically improving the treatment paradigm for patients.  Based
on its pre-clinical data, Biostage has selected life-threatening
conditions of the esophagus as the initial clinical application of
its technology.

Biostage incurred a net loss of $11.91 million in 2017 and a net
loss of $11.57 million in 2016.  As of Sept. 30, 2018, the Company
had $4.45 million in total assets, $938,000 in total liabilities
and $3.51 million in total stockholders' equity.

The report from the Company's independent accounting firm KPMG LLP,
in Cambridge, Massachusetts, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and will require additional
financing to fund future operations which raise substantial doubt
about its ability to continue as a going concern.


BLACK BOX: Paradigm Capital No Longer a Shareholder
---------------------------------------------------
Paradigm Capital Management, Inc., disclosed in a Schedule 13G/A
filed with the Securities and Exchange Commission that as of Dec.
31, 2018, it has ceased to beneficially own shares of common stock
of Black Box Corporation.  A full-text copy of the regulatory
filing is available for free at: https://is.gd/KXCiYm

                         About Black Box

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

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

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


BLACK BOX: Renaissance Technologies Reports 5.9% Stake
------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Renaissance Technologies LLC and Renaissance
Technologies Holdings Corporation disclosed that as of Feb. 16,
2018, they beneficially own 907,389 shares of common stock of Black
Box Corporation, which represents 5.95% of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
https://is.gd/uHL4uv

                        About Black Box

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

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

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


BROWNLEE FARM: $37.5K Sale of Tifton Property to TH Momin Approved
------------------------------------------------------------------
Judge John T. Laney, III of the U.S. Bankruptcy Court for the
Middle District of Georgia authorized Brownlee Farm Center, Inc.'s
sale of the real property located at 0 Brownlee Circle, Tifton,
Tift, Georgia to TH Momin for $37,500.

The Sale Hearing was held on Feb. 27, 2019.

The sale is free and clear of all Interests, all of which Interests
will attach to the net proceeds of the sale.  

Pursuant to Section 506(c) of the Bankruptcy Code, all broker
commissions or sales commissions arising out of the sale, if any,
and all closing costs, if any, that have been attributed to the
Debtor under the Sale Documents may be paid from the gross proceeds
of the sale.

Time is of the essence in closing the Transactions, and the Court
expressly finds that there is no just reason for delay in the
implementation of the Order and that the closing can occur
immediately upon its entry.  Accordingly, the stay of orders
authorizing the use, sale, or lease of property as provided for in
Bankruptcy Rule 6004(h) will not apply to the Order, and it is
immediately effective and enforceable.

From the proceeds of the sale authorized herein, Debtor shall, as
its interest appear on the definitive Closing Statement for the
sale of the Property:

     a. pay liens for unpaid ad valorem taxes assessed against the
Property through the closing of the sale;

     b. pay all usual, customary, and reasonable costs associated
with the sale as agreed in the Sale Documents (including the
Broker's commission); and

    c. pay to AgGeorgia Farm Credit, ACA, as its interests lie, the
net proceeds remaining from the sale following payment of the items
outlined.   

Within three business days after the entry of the Order, the
Debtor's counsel will serve a copy of the Order on (a) the Office
of the United States Trustee; (b) the Respondents; (c) other
parties who have requested notice or copies of such matters in the
Bankruptcy Case; and (d) all other creditors and
parties-in-interest in the Bankruptcy Case.

                       About Brownlee Farm

Brownlee Farm Center and Gypsum Supply are engaged in the building
rental business and buying and selling various agricultural
products, principally gypsum and fertilizer, from and to dealers in
Georgia, Florida, and Alabama.

Brownlee Farm Center and Gypsum Supply each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case Nos. 18-71300 and 18-71301) on Oct. 29, 2018.

In the petition signed by Kenneth Brownlee, president, Brownlee
Farm estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.

Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor.    


BUSY B'S: Case Summary & 13 Unsecured Creditors
-----------------------------------------------
Debtor: Busy B's, LLC
        N2252 Old F Rd.
        Rio, WI 53960

Business Description: Busy B's, LLC is a privately held company in

                      Rio, Wisconsin that provides freight
                      transportation services.

Chapter 11 Petition Date: March 15, 2019

Court: United States Bankruptcy Court
       Western District of Wisconsin

Case No.: 19-10706

Judge: Hon. Brett H. Ludwig

Debtor's Counsel: Paul G. Swanson, Esq.
                  STEINHILBER SWANSON LLP
                  107 Church Avenue
                  Oshkosh, WI 54901
                  Tel: 920-426-0456
                       920-235-6690
                  E-mail: pswanson@steinhilberswanson.com

Total Assets: $255,000

Total Liabilities: $5,941,258

The petition was signed by Donald Borde, member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:

        http://bankrupt.com/misc/wiwb19-10706.pdf


CAD INC: Proposed $4.5K Sale of Four Vehicles to Alvarez Denied
---------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bnakruptcy Court for the Southern
District of Florida denied CAD, Inc.'s proposed (a) sale to Vinney
Alverez of the following vehicles: (i) 2013 Chevrolet Express, VIN
1GCSGAFXXD1129278 for $1,000; (ii) 2005 Ford Econoline E150 Van,
VIN 1FTRE14W65HA69099, for $500; (iii) 2006 Ford Econoline E450
Super, VIN 1FDXE45S86HA40673, for $2,500; and (iv) 2005 Ford
Econoline E150 Van, VIN 1FTRE14W15HB17673, for $500; and (b) use of
cash collateral in accordance with the monthly budget.

The Debtor acknowledges that Wells Fargo Bank, N.A. has a duly
perfected security interest in the vehicles sought to be sold.  In
lieu of a sale of the Vehicles as contemplated in the Motion, the
Debtor voluntarily agrees to surrender the Vehicles to Wells Fargo
Bank, N.A.  Accordingly, the automatic stay imposed by 11 U.S.C.
Section 362 is lifted to permit Wells Fargo Bank to enforce its
security interest in the Vehicles to complete in rem relief, to
take any and all steps necessary to exercise any and all rights it
may have in the Vehicles, including a sale of the Vehicles, and to
have such other and further in rem relief as may be appropriate.  


After a deduction of all costs associated with the surrender, sale
or other disposition of the Vehicles, including reasonable
attorney's fees, the proceeds of any sale of the Vehicles, will be
applied to the amount due to Wells Fargo Bank by the Debtor.

The Debtor acknowledges and agrees that the surrender of the
Vehicles and the lifting of the automatic stay imposed is
voluntary.  It agrees to surrender the Vehicles to Wells Fargo Bank
at a location to be determined by Wells Fargo Bank.

The 14-day requirement under Federal Rule of Bankruptcy Procedure
Rules 4001 and/or 6004 have been waived.

CAD, Inc., sought Chapter 11 protection (Bankr. S.D. Fla. Case No.
18-23754) on Nov. 5, 2018.


CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CAH Acquisition Company # 3, LLC
          dba Horton Community Hospital
        PO Box 953296
        Saint Louis, MO 63195

Business Description: CAH Acquisition Company # 3, LLC dba
                      Horton Community Hospital is a 25 bed
                      critical access hospital in Saint Louis,
                      Missouri.  Services include diagnostic and
                      therapeutic services, 24 hour emergency
                      care, convenient and specialized outpatient
                      resources, pharmaceutical services and other

                      services.  For more information, visit
                      http://www.horton-hospital.com. The Company
                      previously sought bankruptcy protection on
                      Oct. 10, 2011 (Bankr. W.D. Mo. Case No. 11-
                      44741).

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Case No.: 19-01180

Judge: Hon. Joseph N. Callaway

Debtor's Counsel: Rayford K. Adams, III, Esq.
                  SPILMAN THOMAS & BATTLE, PLLC
                  110 Oakwood Dr., Suite 500
                  Winston-Salem, NC 27103
                  Tel: 336 631-1067
                       336-725-4710
                  Fax: 336 725-4476
                  Email: tadams@spilmanlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jorge Perez, Board chairman.

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/nceb19-01180.pdf


CAMELOT CLUB: Discloses Schedules, Statement Filed Oct. 2017
-------------------------------------------------------------
Camelot Club Condominium Association, Inc., filed a further amended
disclosure statement explaining its second amended plan of
reorganization to disclose schedules of assets and liabilities and
statement of financial affairs filed on or about October 27, 2017,
instead of the schedules and statement filed on or about March 27,
2017.

Class 2: Homeowner Claims are impaired. Holders of Allowed
Homeowner Claims shall not receive any distributions under this
Plan. In the event the Court determines that the creditors hold an
Allowed Claim, the amount of the Allowed Claim will be used to
reduce the amount of unpaid and outstanding assessments due and
owing from each respective creditor to the Debtor or,
alternatively, applied as a credit against future assessments.
Dorvon Baldwin with claim amount $11,256.18 and allowed a general
unsecured claim in the amount of $15,000.00. Ruth Wilkins with a
claim amount $7,735.00 and allowed as a general unsecured claim in
the amount of $3,500.00.

Class 1: Priority Tax Claim of the Internal Revenue Service are
impaired. Class 1 consists of the Priority Tax Claims. Each Holder
of an Allowed Tax Claim due and payable on or prior to the
Effective Date will receive monthly payments five (5) year period
plus simple interest on any outstanding balance from the Filing
Date calculated at a fixed rate of 3% per annum from the Effective
Date or such lesser rate agreed to by a particular taxing
authority.

Class 3 Claim of Afari-Opoku. Georgina Afari-Opoku filed proof of
claim number 2 asserting a secured claim in the amount of
$1,823,392.25. The Holder of the Class 3 Claim shall not receive
any distributions from the Debtor. The Claim shall be paid by
insurance company as agreed upon by the parties. The Holder of the
Allowed Class 3 Claim shall not receive any distributions under the
Plan.

Class 4 consists of Allowed Claim of IPFS are impaired. IPFS
Corporation filed a claim in the amount of $149,412.36 of which
$128,070.79 was classified as secured. Debtor believes that the
claim asserted by IPFS, exclusive of approximately $12,000.00 in
late fees, has been paid. The remaining balance of approximately
$12,000.00 shall be paid in full in sixty (60) equal monthly
installments. Projected monthly plan payments are $200.00.

Class 5 Georgia Power Claim. Georgia Power asserted a claim as of
the Filing Date in the amount of $11,150.17 as set forth in proof
of claim number 3. The Holder of the allowed Class 5 Claim shall be
paid in full in sixty (60) equal monthly installments. Projected
monthly plan payments are $185.84.

Class 6 City of Atlanta Claims. City of Atlanta filed proof of
claim number 1 asserting a secured claim in the amount of
$51,449.99 and an unsecured claim in the amount of $603,442.00.
Additionally, the City of Atlanta will assert an administrative
expense claim.

The Debtor shall pay all claims from the Debtor’s post petition
income which is derived from the collection of monthly assessments
from homeowners and liquidation of foreclosed units.

A full-text copy of the Second Amended Disclosure Statement dated
March 11, 2019, is available at https://tinyurl.com/yyf8qh2c from
PacerMonitor.com at no charge.

                   About Camelot Club

Camelot Club Condominium Association, Inc. is a nonprofit
condominium association managed by a seven-member board.  The
Camelot Club Condominium, which consists of approximately 338
units, is located at 5655 Old National Highway, College Park,
Georgia.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-68343) on October 13, 2016.  The petition was signed by Kenneth
Harris, CEO.

The Debtor is represented by M. Denise Dotson, Esq. in Atlanta,
Georgia.

At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $50,000.


CAPITAL RIVER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Capital River, LLC
        16415 Northcross Drive, Suite B
        Huntersville, NC 28078-5001

Business Description: Capital River is a Single Asset Real Estate
                     (as defined in 11 U.S.C. Section 101(51B)),
                      whose principal assets are located at
                      Lot 1-15, Bella Vista Estates Orange, VA
                      22960.

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Case No.: 19-60555

Judge: Hon. Rebecca B. Connelly

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                  PO Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  E-mail: agoldstein@mglspc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bradley J. Church as member of BJC
Holdings, LLC and Charles B. Payne as member of CBP Holdings, LLC.

The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.

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

           http://bankrupt.com/misc/vawb19-60555.pdf


CARE NEW ENGLAND HEALTH SYSTEM, RI: S&P Alters Outlook to Positive
------------------------------------------------------------------
S&P Global Ratings on March 14 revised its outlook to positive from
developing and affirmed its 'BB-' long-term rating on Rhode Island
Health & Educational Building Corp.'s (RIHEBC) debt outstanding,
issued for Care New England Health System (CNE), R.I.

"The outlook revision reflects CNE's improved performance after the
closure of its Memorial Hospital campus in January 2018 excluding
various one-time costs associated with Memorial's closure," said
S&P Global Ratings credit analyst Martin Arrick.

S&P views its rating on CNE as stable based on the company's own
underlying 'run-rate' performance. However, CNE has signed a
definitive agreement on May 23, 2018, with Partners Healthcare
System (Partners), to bring CNE into Partners by having Brigham
Health (i.e. the parent company of Brigham & Women's Hospital--one
of Partner's two flagship entities) become the sole member of CNE.


"The positive outlook reflects the potential benefits of joining
Partners, and our expectation that our rating on CNE would rise
under our group rating methodology if the combination is
implemented. The timing of the combination is uncertain, as it
remains under active review by the Rhode Island Department of
Health and Rhode Island's Attorney General. However, management is
hopeful state officials will be able to complete their regulatory
reviews during the current year," S&P said. "It is our
understanding that both Massachusetts and federal regulators have
completed their reviews without taking any action."

Apart from regulatory hurdles, there are potential competitive
barriers to the combination around CNE's ties to Lifespan Corp.
(Lifespan). In particular, CNE's Women and Infants Hospital (WIH)
is located on the campus of, and adjacent to, Lifespan's flagship
facility, Rhode Island Hospital. Lifespan has a ground lease under
WIH, which could complicate any final agreement to proceed with the
combination. In addition, Lifespan, which has historically relied
on WIH to provide for obstetrical services on its main campus, is
seeking certificate of need (CON) approval to open obstetrical
services in its own facility.

The current 'BB-' rating on CNE reflects a long history of
financial losses and a balance sheet that S&P considers vulnerable
and thus consistent with the current speculative-grade rating.
CNE's overall enterprise profile is adequate, which reflects stable
to slightly declining utilization trends after accounting for the
loss of volume due to the closure of Memorial Hospital combined
with favorable market share for its specialty hospitals and
medical-surgical businesses. The enterprise profile also reflects
projections that show below average growth for employment and
population in the service area, as well as lower-than-average per
capita income. A potential uptick in competition is a risk over
time given Lifespan's desire to develop obstetrical services.

The positive outlook on CNE reflects S&P's opinion that the rating
would rise, most likely to investment grade, after a combination
with Partners Healthcare System under its group rating methodology.
The final rating would be dependent on the CNE's underlying stand
alone performance as well as the details of any potential debt
consolidation, which are undetermined at this time.

"If successfully implemented, we could raise our rating on CNE
after a review of the detailed plan of combination and decisions
about the post-implementation debt structure. If the combination is
not implemented, we would most likely return the outlook to stable.
However, as an independent entity, we could upgrade CNE or revise
the outlook to positive over the longer term if the system can
improve its overall financial profile. In particular, improved
operating margins and cash flow combined with incremental balance
sheet improvement would be necessary for a higher rating," S&P
said.

If the combination is not implemented, S&P said it would likely
revise the outlook to stable. "During the one year covered by our
outlook period, a negative outlook or downgrade would be possible
if CNE returned to the sharp losses from the past few years or if
its balance sheet weakens with lower unrestricted reserves or even
a moderate increase in debt, without a commensurate improvement in
income and cash flow," S&P said.


CASA SYSTEMS: Moody's Lowers CFR to 'B2', Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Casa Systems, Inc.'s Corporate
Family Rating (CFR) to B2 from B1 and Probability of Default Rating
(PDR) to B2-PD from B1-PD. The company's senior secured credit
facility rating was downgraded to B2 from B1. At the same time,
Moody's has assigned a Speculative Grade Liquidity Rating of SGL-2
to the company. The rating outlook is stable.

The downgrade reflects the meaningful decline in earnings, margins
and cash flow generation in 2018 which is projected to continue
into 2019, low performance visibility and heightened business risk,
and Casa's aggressive capital allocation strategy. In 2018, Casa's
EBITDA declined by about 40%, and the company's public guidance for
2019 indicates a continuation of a similar rate of decline, even
fully pro forma for the pending acquisition of NetComm Wireless
Limited and including a meaningful portion of the announced
synergies in 2019 metrics.

The resulting 2019 free cash flow is projected to decline by 65% to
less than $35 million on a pro forma basis, which is substantially
lower than the company's recently announced share repurchase
authorization of $75 million, although the authorization is
discretionary and may or may not be fully executed over the next 12
months. Total leverage (Moody's adjusted) is projected to exceed
5.3x in 2019 fully pro forma for the NetComm acquisition. Casa's
capital allocation strategy is focused on investments to support
strategic positioning as well as on share repurchases, and does not
contemplate near-term debt repayment.

Rating actions:

Issuer: Casa Systems, Inc.

  - Corporate Family Rating (CFR) downgraded to B2 from B1

  - Probability of Default Rating downgraded to B2-PD from B1-PD

  - Senior secured credit facility downgraded to B2 (LGD4) from B1
(LGD4)

  - Speculative Grade Liquidity Rating assigned SGL-2

Outlook action:

Issuer: Casa Systems, Inc.

Outlook remains Stable

RATINGS RATIONALE

The B2 CFR reflects business pressures encountered by Casa in
recent periods, driven by delays in customers' spending on network
infrastructure upgrades as they undertook evaluations of
alternative approaches and focused their spending on software-based
capacity expansions. While Moody's expects demand for converged,
distributed, and virtual networking solutions to be strong over the
coming years, ongoing technology evolution in network architectures
creates an environment of heightened business risk. Casa generated
strong results through 2017 due to technology leadership in
converged architectures (e.g. CCAP), but in 2018 the company has
underperformed some of its competitors and this trend is continuing
into 2019. Moody's believes that the network architecture
technology evolution and competitive landscape in Casa's end
markets remains fluid, with a high degree of variance around
potential outcomes and therefore low forecast visibility.

Casa's operating strategy over the course of 2019 is focused on
bolstering its strategic positioning, which involves increased
investments in R&D and sales resources as well as potential for
additional business acquisitions. While these investments are
beneficial for returning to growth and enhancing competitive
positioning, in the short-term they will have the effect of further
pressuring profitability and reducing liquidity. Additionally, in
February 2019 Casa announced a $75 million share repurchase program
over the next 12 months, which meaningfully exceeds the company's
projected free cash flow generation and follows a $75 million
program completed in 2018.

The ratings are supported by Casa's track record as a technology
leader in its markets, as well as the increasing diversification
with the recent entry into wireless and fixed telecom markets and
the pending acquisition of NetComm. The ratings are also supported
by adequate profit margins, cash flow and liquidity (at their
substantially reduced levels). Moody's views 2019 as a pivotal year
for Casa's business positioning and risk profile, and expects the
recent and ongoing investments to position the company for a
potential return to growth into 2020.

The stable outlook is based on Moody's expectation that Casa's
total leverage (Moody's adjusted) fully pro forma for the
acquisition of NetComm will exceed 5.3x in 2019 and may then
stabilize or begin to decline. The ratings could be upgraded if
Casa demonstrates consistent revenue growth and leverage approaches
4x. The ratings could be downgraded if revenue declines are greater
than currently expected or if leverage exceeds 6.5x on a sustained
basis.

The B2 ratings for Casa's senior secured credit facilities reflect
a B2-PD Probability of Default Rating ("PDR") and a Loss Given
Default ("LGD") assessment of LGD4. The facility ratings are
consistent with the CFR reflecting the single class of secured debt
comprising the preponderance of Casa's capital structure.

Pro forma for the acquisition of NetComm, Casa's good liquidity is
supported by available cash balances as of December 31, 2018 of
about $167 million, revolver availability of $25 million (fully
undrawn), and Moody's expectation of pro forma free cash flow above
$30 million in 2019. Liquidity will be negatively impacted by share
repurchases of $75 million in 2019.

The principal methodology used in these ratings was Diversified
Technology published in August 2018.

With revenues of $297 million in 2018, Casa provides networking
solutions to the cable, wireless and telecom industries.


CHAPARRAL CONCRETE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Chaparral Concrete Equipment, LP
        3805 Rothschild Drive
        Flower Mound, TX 75022

Business Description: Chaparral Concrete Equipment, LP
                      is a licensed motor vehicle dealer in
                      Texas specializing in resale of used
                      concrete mixer trucks, batch plants and
                      concrete pump trucks.

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Case No.: 19-40690

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Fred Vincent, managing member of General
Partner.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

              http://bankrupt.com/misc/txeb19-40690.pdf


CHARLES J. GBUR: Bid to File Plan Without Disclosures Nixed
-----------------------------------------------------------
Bankruptcy Judge John P. Gustafson denied Debtors Charles J. Gbur,
Jr. and Carolyn S. Gbur's Motion for Leave to File a Plan of
Reorganization without the Concurrent Filing of an Accompanying
Disclosure Statement without prejudice.

In their motion, Debtors seek leave to file a plan of
reorganization in their Chapter 11 small business case without an
accompanying disclosure statement, arguing that, because of
efficiency concerns and the limited number of creditors, the plan
itself will provide creditors with adequate information for
purposes of voting on confirmation.

In what appears to be an error, the Motion references "the Plan the
Debtor has submitted . . . . . contains 'adequate information'
which would enable the creditors in this case to make an informed
judgment about the Plan." Debtors have not yet submitted a plan of
reorganization in this case, nor has any proposed plan been
attached as an exhibit to the Motion.

Debtors' Motion and the relief it seeks appear to be at odds with
the procedure provided for by the relevant Federal Rules of
Bankruptcy Procedure. Fed. R. Bankr. P. 3016(b) states that if a
small business debtor’s proposed plan is intended to provide
adequate information sufficient to excuse the filing of an
accompanying disclosure statement, the plan must be designated as
such and "Rule 3017.1 shall apply as if the plan is a disclosure
statement."

Because the court does not have a plan of reorganization before it,
and is thus unable to determine if the plan provides "adequate
information" sufficient to excuse the filing of a separate
disclosure statement, the court denies the Motion without
prejudice. If Debtors still wish to seek approval of a joint
plan/disclosure statement, they should file a copy of the proposed
plan -- for example, as an exhibit to the amended motion -- so that
the court may determine whether at least a prima facie showing has
been made that the Chapter 11 plan contains “adequate
information.”

A copy of the Court's Order dated Feb. 28, 2019 is available at:

    http://bankrupt.com/misc/ohnb18-30025-127.pdf


CHARLOTTE RUSSE: SB360 Named Successful Bidder for Inventory Assets
-------------------------------------------------------------------
BankruptcyData.com reported that Charlotte Russe Holding, Inc., et
al., notified that they have selected SB360 Capital Partner, LLC as
the successful bidder in an auction of their inventory assets held
on March 5, 2019.

SB360 outbid a joint venture composed of Hilco Merchant Resources,
LLC and Gordon Brothers Retail Partners (the "Hilco/Gordon Brothers
JV"), agreeing to pay 37.0% of the aggregate retail value of the
Debtors' merchandise subject to that retail value being $160
million or greater.

In the event that the retail value is less than $160 million, the
parties have agreed to a sliding, descending scale (e.g. 32.8% at
$140 million).

The Hilco/Gordon Brothers JV, which had served as a stalking horse
bidder with an opening bid of 32.0%, has agreed to serve as back-up
bidder with a bid of 36.6%.

                  About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.
The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California.  In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk
of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc., as claims and
noticing agent.


CHEFS' WAREHOUSE: Moody's Raises CFR to 'B1' on Improved Earnings
-----------------------------------------------------------------
Moody's Investors Service upgraded The Chefs' Warehouse, Inc.'s
Corporate Family Rating (CFR) to B1 from B2 and Probability of
Default Rating (PDR) to B1-PD from B2-PD. In addition, Moody's
affirmed Chefs' senior secured term loan rated B2 and SGL-2
Speculative Grade Liquidity (SGL) rating. The outlook is stable.

"The ratings upgrade reflects Chefs' steady improvement in
operating earnings and credit metrics and our view that operating
performance will continue to strengthen as management focuses on
driving sales and managing costs," stated Bill Fahy, Moody's Senior
Credit Officer. The combination of improved operating earnings and
modest debt reduction led to a steady decline in leverage on a debt
to EBITDA basis from a high of about 5.4 times at the end of 2016
to around 3.9 times for the year ended December 2018. "The upgrade
also factor in the company's above industry average margins and
good liquidity," stated Fahy.

Upgrades:

Issuer: The Chefs' Warehouse, Inc.

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

  - Corporate Family Rating, Upgraded to B1 from B2

Outlook Actions:

Issuer: The Chefs' Warehouse, Inc.

  - Outlook, Remains Stable

Affirmations:

Issuer: The Chefs' Warehouse, Inc.

  - Speculative Grade Liquidity Rating, Affirmed SGL-2

  - Senior Secured Bank Credit Facility, Affirmed B2 (LGD4)

RATINGS RATIONALE

Chefs' is constrained by its more modest scale in terms of revenue
and EBITDA relative to its peers in the foodservice industry as
well as the inherent risks associated with growth through
acquisitions. Chefs' benefits from its good operating margins
versus its peers, relatively moderate leverage and good liquidity.

The stable outlook reflects Moody's view that Chefs' operating
performance and credit metrics will continue to improve as the
company successfully executes its growth initiatives and focuses on
lowering costs throughout its system while maintaining a balanced
financial policy.

Factors that could result in an upgrade include an ability to
increase its scale while maintaining debt/EBITDA around 3.5 times
and EBITA to interest above 2.75 times on a sustained basis. An
upgrade would also require Chefs' maintaining at least good
liquidity.

Factors that could result in a downgrade include leverage on a debt
to EBITDA basis of around 4.5 times or EBITA coverage of interest
was about 2.25 times on a sustained basis. A deterioration in
liquidity for any reason could also result in a downgrade. The
ratings could also be negatively impacted in the event Chefs'
financial policy towards acquisitions or shareholder returns became
more aggressive.

The Chefs' Warehouse, Inc. distributes specialty food products to
menu-driven independent restaurants, fine dining establishments,
country clubs, hotels, caterers, culinary schools, bakeries,
patisseries, chocolatiers, cruise lines, casinos, and specialty
food stores in the United States and Canada. The company generated
net sales of $1.44 billion for the year ended December 28, 2018.


CIFGO INC: Plan Filing Exclusivity Period Extended Until March 31
-----------------------------------------------------------------
Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern
District of Florida granted the request of CIFGO, Inc. to extend
the period during which it has the exclusive right to file a
Chapter 11 plan of reorganization and disclosure statement through
March 31.

                        About CIFGO, Inc.

Based in Miramar, Florida, CIFGO, Inc. filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 18-1908) on July 27, 2018, listing less
than $1 million in both assets and liabilities. Guillermo A.
Blanco, president signed the Petition. Mary Jo Rivero, P.A., led by
principal Mary Jo Rivero, Esq., serves as counsel to the Debtor.

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


COCRYSTAL PHARMA: Closes $4.2-Mil. Private Placement Financing
--------------------------------------------------------------
Cocrystal Pharma, Inc. closed on March 13, 2019, its previously
announced private placement with three institutional investors.

Cocrystal Pharma had entered into binding agreements to sell
1,602,283 shares of the Company's common stock and will receive
gross proceeds of $4,181,958 in a private placement offering.  The
purchase price of $2.61 per share represented a 10% discount to
market close on Friday March 8, 2019.  The purchasers in the
private placement consisted of three qualified, fundamental
healthcare-focused institutional investors that are existing
stockholders of Cocrystal.

                       About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a clinical stage biotechnology company discovering and
developing novel antiviral therapeutics that target the replication
machinery of hepatitis viruses, influenza viruses, and noroviruses.
The company is headquartered in Tucker, Georgia.

Cocrystal Pharma reported a net loss of $613,000 on $0 of grant
revenues for the year ended Dec. 31, 2017, compared to a net loss
of $74.87 million on $0 of grant revenues for the year ended Dec.
31, 2016.  As of Sept. 30, 2018, the Company had $124.17 million in
total assets, $13.27 million in total liabilities and $110.90
million in total stockholders' equity.

The Company's auditors issued an audit opinion for the year ended
Dec. 31, 2017 which contained what is referred to as a "going
concern" opinion.  BDO USA, LLP, in Seattle, Washington, 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.


COMPLETION INDUSTRIAL: $2.5M Sale of Marshfield Site Okayed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Completion Industrial Minerals, LLC's private sale of
its industrial site located at 3015 S. Mallard Avenue, Marshfield,
Wisconsin and certain related property to Mathy Construction Co. or
its designated assigns for $2.5 million.

The APA, and all of the terms and conditions thereof, is approved.

Kent Van Houten, in his capacity as Chief Restructuring Officer of
CIM, is authorized to execute the APA and all related instruments
that may be reasonably necessary or desirable to implement the APA
on behalf of CIM, including, but not limited to, executing a
general warranty deed conveying title of the Owned Real Property to
Mathy.

The sale is free and clear of all Interests of any kind or nature
whatsoever with all such Interests of any kind or nature whatsoever
to attach to the net proceeds of the Sale.

CIM is authorized to satisfy real property ad valorem tax
obligations associated with the Marshfield Site and provided under
the APA.

Mathy will receive as a credit against the Purchase Price
calculated based upon the product of (i) the ratio of the number of
days in 2019 up to and including the Closing Date to 365, and (ii)
the estimated amount of 2019 ad valorem taxes, which estimate shall
be based upon 2018 ad valorem taxes assessed on the Owned Real
Property.  The parties will conduct a final true-up of such tax
obligations promptly after the 2019 ad valorem tax assessment
becomes final.

The 14-day stay provided under Bankruptcy Rule 6004(h) is waived as
to the transaction contemplated by the APA.

               About Completion Industrial Minerals

Completion Industrial Minerals, LLC -- http://www.ciminerals.com/
-- is a producer of northern alpha quartz proppants.  It is a
full-service provider of products and services from the quarry to
the rail head at destination.

Completion Industrial Minerals sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug.
1, 2017.  In the petition signed by Thomas Giordani, its president,
the Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Russell F. Nelms presides over the case.  Fishman
Jackson Ronquillo PLLC is the Debtor's counsel.

                          *     *     *

Completion Industrial Minerals has moved for appointment of a
Chapter 11 trustee to take over management of the estate.  CIM says
it does not have the cash resources to fund continued operations
and its current management does not have particular expertise in
bankruptcy restructuring matters.


CONSOL ENERGY: Moody's Rates New $725MM Secured 1st Lien Loans Ba3
------------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the new credit
facilities of CONSOL Energy Inc., including a $350 million senior
secured first lien revolving credit facility, a senior secured
first lien $75 million Term Loan A, and a senior secured first lien
$300 million Term Loan B. Moody's also upgraded CONSOL's existing
senior secured second lien notes to B2 from B3 following a
significant reduction of senior secured first lien debt since
becoming an independent company in late 2017. Moody's also affirmed
the company's B1 Corporate Family Rating ("CFR"), B1-PD Probability
of Default Rating, and the SGL-2 Speculative Grade Liquidity
Rating. The rating outlook remains stable.

Proceeds from the new term loans will be used to repay existing
term loans and pay transaction-related fees and expenses. The
ratings are subject to Moody's review of the terms and conditions
of the proposed refinancing transaction. The ratings on the
existing senior secured first lien credit facilities, including the
revolving credit facility, term loan A, and Term Loan B, are
expected to be withdrawn following full repayment.

"The proposal is credit-positive because it will extend debt
maturities and increase financial flexibility," said Ben Nelson,
Moody's Vice President - Senior Credit Officer and lead analyst for
CONSOL Energy Inc.

Moody's actions:

Upgrades:

Issuer: CONSOL Energy Inc.

Senior Secured Second Lien Notes, Upgraded to B2 (LGD4) from B3
(LGD5)

Assignments:

Issuer: CONSOL Energy Inc.

Senior Secured First Lien Bank Credit Facility, Assigned Ba3
(LGD3)

Outlook Actions:

Issuer: CONSOL Energy Inc.

Outlook, Remains Stable

Affirmations:

Issuer: CONSOL Energy Inc.

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed B1

RATINGS RATIONALE

CONSOL's B1 CFR balances expectations for strong cash flow and
credit metrics in the near term with significant industry-level
concerns over a longer horizon. Moody's estimates pro forma
adjusted leverage in the mid 2 times (Debt/EBITDA), including a
$110 million repayment in February 2019 and an adjustment for the
25% ownership interest of the PAMC by CONSOL Coal Resources ("CCR")
similar to the more conservative definitions in the company's
credit agreement compared to a fully-consolidated approach, and
expects that the company will continue to generate strong free cash
flow in 2019. The rating is also supported by the company's solid
contract position, low-cost long-wall mines, a stable customer
base, and good access to export markets for both thermal and
metallurgical coals.

However, Moody's expects ongoing secular decline in the demand for
thermal coal in the United States and continued margin volatility
for metallurgical coal. CONSOL is also fairly concentrated compared
to most similarly-rated peers with reliance on a single mining
complex with three active coal mines for the majority of its
earnings and cash flow. CONSOL also has meaningful legacy
liabilities consistent with many rated coal companies, though it
has reduced this position significantly following the sale of
certain assets and managing cash servicing costs.

The SGL-2 speculative grade rating reflects good liquidity to
support operations in the near term. CONSOL has more than $400
million of available liquidity, including $124 million cash at 31
December 2018 on a pro forma basis for the proposed transaction,
and almost $300 million of availability on the proposed $350
million revolving credit facility. The credit agreement is expected
to contain financial maintenance covenants, including maximum first
lien gross leverage test, maximum total net leverage test, and
minimum fixed charge coverage test. Moody's expects that the
company will maintain a good cushion of compliance under these
covenants in 2019.

The stable outlook reflects the company's solid contracted
position, and Moody's expectation that the company will continue to
generate positive free cash flow and maintain solid credit metrics
for the rating over the next 12-18 months. Continued discipline
with respect to the company's capital structure could have positive
rating implications. An upgrade likely would require a combination
of factors, including stability in expected earnings from the US
thermal coal market, evidenced durability of the export market,
and/or a material increase in CONSOL's scale and diversity. Moody's
could downgrade the ratings with expectations for adjusted
financial leverage above 5.0x (Debt/EBITDA), negative free cash
flow, or a substantive deterioration in liquidity. An adverse
operational event that takes meaningful production offline or a
substantive drop in coal prices in Northern Appalachia could also
have negative rating implications.

CONSOL Energy Inc. is a coal producer created through the
separation of CONSOL's coal and natural gas assets in November
2017. The company has 90% economic ownership and operational
control of the Pennsylvania Mining Complex ("PAMC", consisting of
three underground mines - Bailey, Enlow Fork, and Harvey - and
related infrastructure), 100% ownership of the CONSOL Marine
Terminal, and 100% ownership of approximately 1.6 billion tons of
undeveloped reserves. CONSOL generated $1.5 billion in revenue in
2018.


CONSOL ENERGY: S&P Rates New $75MM First-Lien Term Loan A 'BB'
--------------------------------------------------------------
S&P Global Ratings on March 14 assigned its 'BB' issue-level rating
and '1' recovery rating to U.S.-based coal producer CONSOL Energy
Inc.'s proposed $75 million first-lien term loan A due 2023, $300
million first-lien term loan B due 2024, and $350 million revolving
credit facility maturing in 2023. The '1' recovery rating indicates
S&P's expectation for very high recovery (90%-100, rounded
estimate: 95%) in the event of a payment default.

S&P expects the company to apply proceeds towards repaying their
$100 million first-lien term loan A due in 2021 ($74 million
outstanding), and their $400 million first-lien term loan B due in
2022 ($286 million outstanding). The balance of the proceeds will
be used for transaction costs.  

The 'B+' issuer credit rating is unchanged, and the outlook remains
stable. The 'B-' issue-level rating and '6' recovery rating on the
company's 11.00% $300 million second-lien notes due 2025 is also
unchanged.

RECOVERY ANALYSIS

Key analytical factors:

-- CONSOL's pro forma capital structure will include the $75
million first-lien term loan A due 2023, the $300 million term loan
B due 2024, and the $350 million revolving credit facility due 2023
(this will replace the current $300 million revolving credit
facility due 2021).  

-- The company made a $110 million payment on the pre-existing
term loan B in February, and the new facility will maintain excess
cash flow sweep requirements determined by total net leverage
levels.

-- The company also has $267 million outstanding in second-lien
notes due in 2025, and recently extended the maturity on its $100
million A/R securitization facility to 2021.

-- The company has $103 million in outstanding industrial revenue
bonds associated with its Baltimore marine terminal jointly
guaranteed by CNX Resources (BB-/Stable)

-- S&P's recovery analysis contemplates recoveries in a default
scenario associated with a sustained, severe drop in seaborne
metallurgical coal prices, and sharply lower demand for domestic
thermal coal. This would lead to negative free cash flow that
strains liquidity as the company manages interest and amortization
charges, capital spending, and dividend payments. In the face of
limited prospects for a turnaround in the coal markets, the company
would not refinance its term loan, and while facing diminishing
liquidity it would look to restructure.

-- S&P believes that in a default, there would continue to be a
viable business model driven by the company's high quality reserves
and low costs relative to peers in the northern Appalachian coal
basin. Therefore, S&P assumes the company would be reorganized
rather than liquidation.

-- S&P estimates that about half of its tax-adjusted
post-retirement obligations would materialize as priority claims,
and apply 5% of what would remain toward restructuring
administrative expenses.

-- S&P subtracts mandatory debt amortization through the default
year from the claims at default; however, it assumes there would be
no cash flow sweep repayments in this distressed scenario.

-- S&P assumes that the cash flow revolver would be 85% drawn at
default, while the account securitization facility would be about
50% drawn limited by outstanding letters of credit.

Simulated default assumptions:

-- Year of default: 2023

-- EBITDA at emergence: $187 million (which takes into account
S&P's expectations for fixed charges and maintenance capital
spending at default, as well as prospects for the thermal coal
sector out of a cyclical trough)

-- Implied enterprise value multiple: 5x (in line with other rated
metals and mining companies)

-- Gross enterprise value: $935 million

Simplified waterfall:

-- Net enterprise value (gross enterprise value, $935 million less
adjusted post-retirement obligations, $241 million; and
restructuring administrative expenses, $35 million): $659 million

-- Priority claims (A/R securitization, $49 million; and other
debt including capitalized leases, $19 million): $68 million

-- Remaining enterprise value: $591 million

-- First-lien claims at default (revolving credit facility, $254
million; term loan A, $46 million; term loan B, $295 million): $595
million

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

-- Negligible value expected to remain for other debt

-- Second-lien note claims at default: $282 million

    --Recovery expectation: 0%-10% (rounded estimate: 0%)

Note: All debt amounts include six months of accrued but unpaid
interest at default.

  RATINGS LIST
      
  CONSOL Energy Inc.
   Issuer Credit Rating                 B+/Stable/--
   Second-Lien Notes Due 2025           B-
     Recovery Rating                    6(0%)

  New Issue Ratings, Recovery Ratings

   CONSOL Energy Inc.
   Senior Secured
    $75 mil term loan A due 2023        BB  
      Recovery Rating                   1(95%)
    $300 mil term loan B due 2024       BB
      Recovery Rating                   1(95%)
    $350 mil revolver due 2023          BB
      Recovery Rating                   1(95%)


CWGS ENTERPRISES: Moody's Puts B2 CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed all ratings of CWGS Enterprises,
LLC ("Camping World"), including the B1 corporate family rating, on
review for downgrade.

"T[he] rating action is in reaction to operating performance in Q4
that was well below expectations, driven by a confluence of
factors, including a significant drop-off in sales for all
categories of RV's, representing the worst quarter for the industry
in several years," stated Moody's Vice President Charlie O'Shea.
"Combining this with the continuing roll-out and revamping of the
legacy Gander Mountain stores results in Camping World's leverage
and interest coverage landing well-outside of our downgrade
triggers," continued O'Shea. "The review will focus on the
company's liquidity, as well as the remedial steps the company is
taking to address the operating issues, and the speed with which
these initiatives can be implemented and executed such that the
erosion in credit metrics is stemmed, and how much these metrics
can potentially improve over the next 12-18 months."

On Review for Downgrade:

Issuer: CWGS Enterprises, LLC

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

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

Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD4)

Outlook Actions:

Issuer: CWGS Enterprises, LLC

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Camping World's rating (B1 CFR) reflects the temporary negative
impact on metrics of the costs involved in the acquisition and
integration of Gander Mountain locations, which were purchased out
of bankruptcy. As of December 2018, leverage increased to 5.2 times
due to the negative EBITDA impact of approximately $50 million in
Gander-related costs incurred during the first half of 2018, as
well as softness in the RV segment, and EBIT to interest
deteriorated to 2.7 times. A key rating factor is the sequential
reduction in leverage over the coming quarters. Camping World's
credit profile is supported by its leading market position within
the recreational vehicle segment, with a business model that
provides multiple sources of revenue, with retail sales, membership
sales, and parts and accessories through its dealership and retail
networks, as well as the risks inherent with its acquisition-based
growth strategy. A key rating constraint remains the
highly-discretionary nature of recreational vehicles, which
represent a significant portion of the company's revenue and profit
mix. Ratings could be downgraded if, due to either financial policy
decisions or weakness in operating performance debt/EBITDA
approached 4.5x, or EBITA/interest trended towards 3 times, or
liquidity were to weaken. Given the review for downgrade, an
upgrade in the near future is unlikely. Over time, an upgrade could
occur if operating performance significantly reversed its present
negative trends such that debt/EBITDA was sustained below 3.5
times, and EBIT/interest was sustained above 4 times, and good
liquidity was maintained.

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

CWGS Group, LLC (CWGS) operates businesses predominantly involved
in the recreational vehicle industry including: (1) FreedomRoads RV
dealerships, which sells new and used RVs, parts, and services
under the Camping World brand name (2) Membership Services, which
sells club membership, products, services and publications to RV
owners, and (3) Retail, which includes Camping World retail stores
that provide merchandise and services to RV users, as well as
Gander Mountain stores. Fiscal year-end 2018 revenues were around
$4.8 billion.


DATTO INC: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings on March 14 assigned its 'B' issuer credit
rating to Datto Inc. and its 'B' issue-level and '3' recovery
ratings to the proposed first-lien term loan and revolving credit
facility.

S&P's ratings on Datto incorporate the company's niche focus on
SMBs, fierce competition in the rapidly evolving data protection
market, a sales-channel-partner-centric distribution model, limited
scale and high adjusted leverage at near 9x, and potential for
aggressive financial policies stemming from the company's financial
sponsor ownership. In S&P's view, these constraints are somewhat
mitigated by a track record of strong revenue growth over the past
3 years, a recurring revenue base that is increasing rapidly, a
well-diversified customer base, high customer retention rates for
the SMB market, and a highly variable cost structure which should
improve profitability over the near term.

The stable outlook reflects S&P's view that adjusted debt to
EBITDA, estimated to more than 9x as of Dec. 31, 2018, will improve
to around 6x or better over the next 12 months, supported by strong
revenue growth near 15%-20% improving profitability and positive
free operating cash flow (FOCF) over the next 12 months.

S&P said it could lower its rating on Datto if operating
performance is weaker than expected or if aggressive financial
policies push its S&P Global Ratings-adjusted debt to EBITDA to 7x
or greater, with limited prospects for improvement. S&P also could
lower the rating if the company fails to generate positive free
cash flow or pursues debt-financed acquisitions that push leverage
to above 7x.

"Although unlikely over the next 12 months, we could raise our
ratings on Datto if stronger-than-expected operating performance
leads to improved credit measures, including S&P Global
Ratings-adjusted debt to EBITDA below 5x, and the company
demonstrates a commitment to financial policies that we believe
support sustaining this leverage," S&P said.


DPW HOLDINGS: Board Approves One-for-Twenty Reverse Stock Split
---------------------------------------------------------------
DPW Holdings, Inc.'s Board of Directors has approved a
one-for-twenty reverse stock split of its Class A common stock that
will be effective in the State of Delaware on March 14, 2019.
Beginning with the opening of trading on March 15, 2019, the
Company's Common Stock will trade on the NYSE American on a
split-adjusted basis under a new CUSIP number 26140E 501.

At the Company's Special Meeting of Stockholders held at 12:00 pm
Eastern Time on March 14, 2019, the Company's stockholders approved
a proposal authorizing the Company's Board of Directors to effect a
reverse stock split by a whole number ratio of not less than
one-for-four and not more than one-for-twenty at any time prior to
March 14, 2020, with the exact ratio to be set at a whole number
within this range as determined by the Board of Directors in its
sole discretion.  The Company reported that 72,253,978 favorable
votes were cast, representing nearly 64.0% of the Company's
outstanding shares eligible to vote as of the record date.

Subsequently, upon approval by the Board of Directors, the Company
filed a certificate of amendment to the Company's Certificate of
Incorporation, effectuating the one-for-twenty reverse stock split,
with the Secretary of State of the State of Delaware on March 14,
2019.

The reverse stock split affects all issued and outstanding shares
of the Company's Common Stock, as well as the number of shares of
Common Stock available for issuance under the Company's equity
incentive plans.  In addition, the reverse stock split reduces the
number of shares of Common Stock issuable upon the exercise of
stock options or warrants outstanding immediately prior to the
reverse split.  The par value of the Company's Common Stock will
remain unchanged at $0.001 per share after the reverse stock split.
The reverse stock split affects all stockholders uniformly and
will not alter any stockholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
results in some stockholders owning a fractional share.

The reverse stock split will reduce the number of shares of Common
Stock issued and outstanding from approximately 125,080,765 to
approximately 6,254,038.  The authorized number of shares of Common
Stock will remain at 500 million.

No fractional shares will be issued in connection with the reverse
split.  Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment.

Computershare Trust Company, N.A., is acting as the exchange agent
and transfer agent for the reverse stock split.  Computershare will
provide instructions to stockholders with physical certificates
regarding the optional process for exchanging their pre-split stock
certificates for post-split stock certificates and receiving
payment for any fractional shares. Additional information regarding
the reverse stock spli t can be found in Amendment No. 1 to the
Company's Definitive Proxy Statement filed with the Securities and
Exchange Commission on Feb. 12, 2019.

                      About DPW Holdings

DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com/-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential.  Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles.  In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW Holdings,
Inc.'s headquarters is located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.

DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016.  As of Sept. 30,
2018, the Company had $53.10 million in total assets, $25 million
in total liabilities, and $28.09 million in total stockholders'
equity.

The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
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.


DRT HEEL: $30K Sale of All Assets to Tarakkoli Approved
-------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized DRT Heel, LLC's sale of all
assets to Hasan Tarakkoli for $30,000.

From the purchase price, $27,000 of the sale proceeds will be paid
to American Express Bank in satisfaction of its secured claim, and
$3,000 be carved out and paid to the attorney for the Debtor for
counsel fees, to be credited to fees previously approved by the
Court.

The sale is free and clear of all liens and encumbrances.

The sale and transfer is subject to approval of the Brixx Pizza
franchisor as to the assignment of the Franchise Agreement from the
Debtor to Tarakkoli (or his assigns).

The Debtor will transfer from its operating account to the trust
account of R. Keith Johnson the sum $2,000 to be held in trust for
the purpose of payment of first quarter 2019 quarterly Chapter 11
fees.

                     About DRT Heel, LLC

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


EASTMAN KODAK: Paradice Investment Has 5.4% Stake as of Dec. 31
---------------------------------------------------------------
Paradice Investment Management LLC and Paradice Investment
Management Pty Ltd disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, they
beneficially own 2,288,946 shares of common stock of Eastman Kodak
Company, which represents 5.4 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:
https://is.gd/BvbsUu

                     About Eastman Kodak

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

                       Going Concern

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

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

As of Nov. 9, 2018, Kodak has debt coming due within twelve months
and does not have committed financing or available liquidity to
meet those debt obligations if they were to become due in
accordance with their current terms.  In October 2018, Kodak
entered into a non-binding work letter with an existing lender
under the First Lien Term Credit Agreement and another potential
financing source, which outlines the terms and conditions of a
proposed new term loan facility.  The proceeds from the proposed
new facility, if consummated, would be used to refinance the loans
under the First Lien Term Credit Agreement in full.  The
non-binding work letter replaces the non-binding letter of intent
entered into during the third quarter of 2018.  Under the
non-binding work letter, Kodak has agreed to work exclusively with
the potential financing sources to reach a binding commitment
letter setting out the key terms of the proposed new facility.
Kodak is currently in negotiations with the potential financing
sources regarding the terms of the proposed new facility, however,
there can be no assurance that Kodak and the potential financing
Kodak has retained an investment banker in connection with a sale
of its Flexographic Packaging segment and is in negotiations on an
exclusive basis to sell this segment.  Net proceeds from any sale
of Kodak's Flexographic Packaging segment will be used to reduce
outstanding term loan debt.  Under the terms of the First Lien Term
Credit Agreement, Kodak is required to maintain a Secured Leverage
Ratio. The Secured Leverage Ratio is generally determined by
dividing secured debt, net of U.S. cash and cash equivalents, by
consolidated EBITDA, as calculated under the First Lien Term Credit
Agreement.  The consolidated EBITDA, as calculated under the First
Lien Term Credit Agreement, could be adversely affected by the sale
process or the sale of the Flexographic Packaging segment, which
could result in non-compliance with a debt covenant.

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

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

Kodak makes no assurances regarding the likelihood, certainty or
timing of consummating any asset sales, including of the
Flexographic Packaging segment, refinancing of the Company's
existing debt, or regarding the sufficiency of any such actions to
meet Kodak's debt obligations, including compliance with debt
covenants, or other commitments in the U.S. as they come due.
Kodak said these conditions raise substantial doubt about its
ability to continue as a going concern.


EL PASO FREIGHT: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: El Paso Freight Services, Inc.
        PO Box 12913
        El Paso, TX 79835

Business Description: El Paso Freight Services, Inc. --
                      https://www.elpasofreight.com --
                      is a company specializing in flatbed
                      transportation.  Established in April of
                      2007, El Paso Freight is privately owned and
                      based in El Paso, Texas.

Chapter 11 Petition Date: March 15, 2019

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Case No.: 19-30446

Debtor's Counsel: Carlos A. Miranda, Esq.
                  MIRANDA & MALDONADO, P.C.
                  5915 Silver Springs, Bldg. 7
                  El Paso, TX 79912
                  Tel: (915) 587-5000
                  Fax: (915) 587-5001
                  E-mail: cmiranda@eptxlawyers.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Halimi Barrueta, 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/txwb19-30446.pdf


EP ENERGY: Incurs $919 Million Net Loss in Fourth Quarter
---------------------------------------------------------
EP Energy Corporation reported 2018 financial and operational
results for the company.

2018 Key Results:

   * Net Loss of $1,003 million including $1,103 million non-cash
     impairment charge

   * Adjusted EBITDAX of $813 million

   * 80.7 thousand barrels of oil equivalent per day (MBoe/d),
     including 45.8 thousand barrels of oil production per day
     (MBbls/d)

   * $984 million of oil and gas expenditures, including
     acquisitions and other capital of $340 million

   * $644 million of adjusted oil and gas expenditures

   * 136 completed (based on wells fracture stimulated or frac'd)
     gross wells

   * Capital efficiency improvements in all basins

   * Drilled and completed company's first ever horizontal wells
     in Northeastern Utah

   * Expanded Eagle Ford net acreage footprint by approximately
     30%

   * Proved reserves of 325 million barrels of oil equivalent
    (MMBoe) which includes reducing its PUD development timeframe
     from five years to three years which was a negative 64 MMBoe
     impact

Fourth Quarter 2018

For the quarter ended Dec. 31, 2018, EP Energy reported a $3.70
diluted net loss per share and $0.13 adjusted loss per share.  The
reported net loss for the fourth quarter of 2018 was $919 million,
versus a $72 million net loss in the same 2017 period, which is
primarily due to non-cash impairment charges.  Adjusted EBITDAX for
the fourth quarter 2018 was $195 million, up from $181 million in
the fourth quarter of 2017, due to higher oil volumes, lower cash
costs and higher realized pricing on oil physical sales.

The Company ended the year with fourth quarter operating expenses
of $1,328 million, up from $217 million in the fourth quarter of
2017 due to non-cash impairment charges in 2018.  Adjusted cash
operating costs were $89 million for the fourth quarter 2018, down
from $101 million in the same 2017 period.

Adjusted cash operating costs were $12.16 per barrel of oil
equivalent (Boe) for the fourth quarter 2018, down from $13.65 per
Boe in the same 2017 period mainly due to lower lease operating
costs.

Capital expenditures in the fourth quarter 2018 were $107 million,
down from $145 million in the same period 2017, primarily due to
decreased drilling activity in the Permian in 2018.  Capital
expenditures for each area during the fourth quarter of 2018 were
approximately $83 million in the Eagle Ford, $22 million in
Northeastern Utah, and $2 million in Permian.  In the fourth
quarter 2018, the company completed 27 gross wells, 22 of which
were in the Eagle Ford and 5 in NEU.

Full Year 2018

For the year ended Dec. 31, 2018, EP Energy reported a $4.05
diluted net loss per share and $0.25 adjusted loss per share.
Reported net loss was $1,003 million for the year 2018, compared to
a $194 million net loss in the same 2017 period, which includes
approximately $1,103 million asset impairment charges related to
the Permian in 2018.  Adjusted EBITDAX for the year 2018 was $813
million, up from $691 million in 2017 due primarily to lower lease
operating expenses, lower adjusted general and administrative
expenses, and higher realized pricing on oil and NGL volumes in
2018.

Total operating expenses for the year ended Dec. 31, 2018 were
$2,039 million, up from $927 million in the same 2017 period.  The
difference was driven by non-cash impairment charges of $1,103
million related to the company's Permian assets in 2018.  Adjusted
cash operating costs were $406 million for the year 2018, down from
$427 million in the same 2017 period.  Adjusted cash operating
costs per unit were $13.77 per Boe for the year 2018, down from
$14.23 per Boe in the same 2017 period primarily due to lower lease
operating expenses, lower transportation costs, and lower adjusted
general and administrative expense in 2018.

Adjusted oil and gas expenditures in 2018 were $644 million, up
from $558 million in the same period 2017.  In 2018, the company
spent $425 million in Eagle Ford (excluding $315 million of
acquisition capital), $99 million in the Permian (excluding $23
million in capital adjustments under a joint venture agreement) and
$120 million in Northeastern Utah (excluding $2 million in
acquisition capital).  In 2018, the company completed 136 gross
wells, which was approximately 13 less than EP Energy completed in
2017.  In 2018, the company completed 85 wells in the Eagle Ford,
24 wells in the Permian, and 27 wells in Northeastern Utah.  In
addition the company ended the year with 29 DUC's.

Financial Position and Liquidity

At Dec. 31, 2018, EP Energy's balance sheet included $4.4 billion
of total debt and approximately $27 million of cash and cash
equivalents.  As of Dec. 31, 2018, the company had $537 million of
total liquidity.  The company also repurchased $84 million of
unsecured notes during the year at a discount.  In 2019 the company
repurchased an additional $50 million of its unsecured notes at a
discount as of Feb. 28, 2019.

Operations Update

For the year ended Dec. 31, 2018, average daily production was 80.7
MBoe/d, including 45.8 MBbls/d of oil.  Fourth quarter 2018 average
daily production was 79.5 MBoe/d, including 44.3 MBbls/d of oil.
During the fourth quarter of 2018, the company completed (frac'd)
27 gross wells (13 net).  The decrease in the fourth quarter of
2018 production is due to lower net completions in the second half
of 2018.
Northeastern Utah (NEU)

EP Energy's assets in Northeastern Utah averaged approximately 17.0
MBoe/d during the fourth quarter of 2018, which included 11.5
MBbls/d of oil while also completing five gross wells (2 net).  The
company's focus in 2018 in NEU was horizontal well development and
recompletion activity.  During 2018 EP Energy successfully
completed the company's first ever horizontal wells in the basin.
In the first quarter of 2019, the company expects to average one
operated rig focused on horizontal drilling while bringing four
gross wells (two net) to sales.

Eagle Ford

EP Energy's assets in Eagle Ford averaged approximately 37.3 MBoe/d
during the fourth quarter of 2018, which included 24.7 MBbls/d of
oil while also completing 22 gross wells (11 net).  During 2018 the
company expanded its footprint by almost 30% in the Eagle Ford
through A&D activity.  The company expects to average three
operated rigs and one completion crew while bringing approximately
13 gross wells (8 net) to sales in the first quarter of 2019.

Permian

EP Energy's assets in the Permian basin averaged approximately 25.2
MBoe/d per day during the fourth quarter of 2018, which included
8.1 MBbls/d of oil.  The company will not have any rigs or
completion crews in the first quarter of 2019 in the Permian.

Hedge Program Update

In 2018, EP Energy realized negative $25 million from settlements
on financial derivatives.  At year-end 2018, the mark-to-market
value of the company's hedge positions was approximately $114
million.

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

                       https://is.gd/LCbz9v

                       About EP Energy LLC

EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation
-- http://www.epenergy.com/-- is an independent exploration and
production company engaged in the acquisition and development of
unconventional onshore oil and natural gas properties in the United
States.  The Company operates through a diverse base of producing
assets and are focused on providing returns through the development
of its drilling inventory located in three areas: the Permian basin
in West Texas, the Eagle Ford Shale in South Texas, and the
Altamont Field in the Uinta basin in Northeastern Utah. The Company
is headquartered in Houston, Texas.

EP Energy LLC incurred a net loss of $203 million for the year
ended Dec. 31, 2017, compared to a net loss of $21 million for the
year ended Dec. 31, 2016.  As of Sept. 30, 2018, the Company had
$5.23 billion in total assets, $563 million in total current
liabilities, $4.35 billion in total non-current liabilities, and
$317 million in member's equity.

                           *    *     *

In January 2018, S&P Global Ratings raised its corporate credit
rating on Houston-based exploration and production (E&P) company EP
Energy LLC to 'CCC+' from 'SD' (selective default).  The outlook is
negative.  "The upgrade reflects the announcement that EP has
completed exchanges of its unsecured debt, which we considered to
be distressed, for 1.5-lien secured debt due 2024. The rating
incorporates the new capital structure, which reflects the minimal
reduction of the company's debt as a result of the exchanges," S&P
said.

EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's
Investors Service.


EYEPOINT PHARMACEUTICALS: Essex Has 44% Stake as of Sept. 28
------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of EyePoint Pharmaceuticals as
of Sept. 28, 2018:

                                          Shares      Percent
                                       Beneficially     of
Reporting Person                          Owned       Class
----------------                      ------------   -------
EW Healthcare Partners L.P.             40,283,255     42.47%
EW Healthcare Partners-A L.P.            1,620,701      1.71%
Essex Woodlands Fund IX-GP, L.P.        41,903,956     44.18%
Essex Woodlands IX, LLC                 41,903,956     44.18%
Martin P. Sutter                        41,903,956     44.18%
R. Scott Barry                          41,903,956     44.18%
Ronald Eastman                          41,903,956     44.18%
Petri Vainio                            41,903,956     44.18%

According to information set forth in the Company's 10-Q filed with
the SEC on Nov. 9, 2018, the number of shares of the Company's
Common Stock outstanding on Nov. 5, 2018 was 94,855,705 shares.

The Reporting Persons acquired the Securities solely for the
purpose of investment.  The Reporting Persons may make additional
purchases of the Company's securities either in the open market or
in private transactions depending on the Company's business,
prospects and financial condition, the market for the Company’s
securities, general economic conditions, money and stock market
conditions and other future developments.

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

                   https://is.gd/7YnrXh

                About EyePoint Pharmaceuticals

EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders.  With the approval by the FDA on Oct.
12, 2018 of the YUTIQ three-year treatment of chronic
non-infectious uveitis affecting the posterior segment of the eye
(NIPU), the Company has developed the majority of the FDA-approved
sustained-release treatments for eye diseases.

EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million for the year ended June 30, 2017.  As of Sept. 30, 2018,
the Company had $88.85 million in total assets, $41.15 million in
total liabilities, and $47.70 million in total stockholders'
equity.

Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.


EYEPOINT PHARMACEUTICALS: Reports $11.6 Million Q2 Net Loss
-----------------------------------------------------------
EyePoint Pharmaceuticals, Inc., reported financial results for the
three and six-month fiscal period ended Dec. 31, 2018 and
highlighted recent corporate developments.

"We begin 2019 with the achievement of two major milestones in the
Company's history with the launches of our innovative ophthalmology
products - YUTIQTM and DEXYCUTM - that have the potential to alter
the treatment landscape for ocular diseases," said Nancy Lurker,
president and chief executive officer of EyePoint Pharmaceuticals.
"EyePoint has transitioned into a full-fledged and integrated
commercial organization and we are focused on ensuring that our two
product launches are successful on behalf of patients and families
suffering from ocular conditions that may be treated with our
products."

Recent Highlights

* Commercial launches are underway for YUTIQ (fluocinolone
acetonide intravitreal implant) 0.18 mg for the treatment of
chronic non-infectious uveitis affecting the posterior segment of
the eye (launched Feb. 4, 2019) and DEXYCU (dexamethasone
intraocular suspension) 9% for the treatment of post-operative
inflammation following cataract surgery (launched March 12, 2019).
Company initiatives related to these product launches include:

   * Recruitment and training of the Company's field sales
     organization recently concluded, and the Company now has in
     place a 44-person sales force (10 for YUTIQ and 34 for
     DEXYCU) via its Contract Sales Organization partnership with
     sales leadership, field reimbursement managers and MSLs all
     hired, trained and deployed internally.  Each territory-based
     sales representative is solely focused on one EyePoint
     product and targets high-volume surgery centers for DEXYCU or

     practicing physicians in the case of YUTIQ.

   * Physician product training is underway with an initial focus
     on high volume and leading ophthalmologists and their staff.

   * EyePoint Assist(SM) was launched simultaneously with product
     availability to ensure access to YUTIQ for eligible patients
     in need of financial assistance.

   * Reimbursement for DEXYCU has been secured by Centers for
     Medicare and Medicaid Services (CMS) through a specific and
     permanent issuance of a J-code (J1095) and the Company
     retains transitional pass-through status for DEXYCU from CMS
     for three years from Jan. 1, 2019.  YUTIQ is also reimbursed
     using a J-Code.

   * A signed agreement with Ocumension Therapeutics for
     development and commercial rights to Durasert three-year
     uveitis in the territories of China, Hong Kong, Macau and
     Taiwan, which resulted in a $1.75 million upfront licensing
     fee and up to $10.0 million of other potential future
     milestones and sales-based royalties upon regulatory
     approval.

* In February 2019, EyePoint secured a $60 million debt facility
with CR Group L.P., of which gross proceeds from an initial $35
million draw were used to retire a previous $20 million secured
term loan with SWK Funding LLC (SWK) and add approximately $11.4
million to cash and cash equivalents.  This refinancing provides
additional working capital to support the commercial launches of
YUTIQ and DEXYCU.

* David Guyer, M.D., was appointed to the Company's Board of
Directors in January 2019 and serves on the Company's Science
Committee.  Dr. Guyer currently serves as executive chairman of
Ophthotech Corporation, a publicly-traded biopharmaceutical company
specializing in gene therapy treatments for ocular diseases, which
he co-founded.

* Ron Honig, Esq., was appointed senior vice president, general
counsel and Company secretary in November 2018 to oversee the
Company's legal activities, including the legal aspects of
licensing, compliance, strategic transactions, and business
development.  Mr. Honig brings to EyePoint more than 25 years of
legal experience in the medical device, biotechnology, contract
manufacturing and legal services industries.

        Three and Six-Month Financial Results for the
           Fiscal Period Ended December 31, 2018

Following the change of the Company's fiscal year-end from June 30
to December 31, the reported financial results include the three
and six-month periods ended Dec. 31, 2018.  EyePoint believes the
change of its fiscal year aligns its financial reporting periods to
that of its peer group in the industry and facilitates the
assessment of its financial performance.  The Company will file
audited financial statements on Form 10-K for the six-month
transition period ended Dec. 31, 2018.

For the three months ended Dec. 31, 2018, revenues totaled $2.4
million compared to $933,000 for the three months ended Dec. 31,
2017.  The revenues increase was primarily attributable to the
recognition of $1.7 million from the upfront license fee received
from Ocumension Therapeutics.

Operating expenses for the three months ended Dec. 31, 2018
increased to $13.4 million from $6.7 million for the prior year
quarter, due primarily to ongoing investments in sales and
marketing infrastructure and program costs, professional services,
stock-based compensation and amortization of the DEXYCU intangible
asset.  Non-operating expense, net, for the three months ended Dec.
31, 2018 totaled $589,000 and consisted of interest expense on the
SWK term loan, net of interest income from cash equivalent
investments.  Net loss for the three months ended Dec. 31, 2018 was
$11.6 million, or $0.12 per share, compared to a net loss of $5.8
million, or $0.13 per share, for the prior year quarter.

For the six-month transition period ended Dec. 31, 2018, revenues
totaled $2.9 million compared to $1.3 million for the prior year
six-month period.  The revenues increase was primarily attributable
to the aforementioned Ocumension upfront license fee and higher
royalty income under existing collaboration agreements, partially
offset by the absence in the six-month transition period ended Dec.
31, 2018 of revenues from feasibility study agreements. Operating
expenses for the six-month transition period ended
Dec. 31, 2018 increased to $27.5 million from $13.1 million for the
prior year six-months period, due primarily to expansion of the
Company's leadership team, investments in sales and marketing
infrastructure and program costs, professional services,
stock-based compensation and amortization of the DEXYCU intangible
asset.  Non-operating expense, net, in the six-month transition
period ended Dec. 31, 2018 totaled $20.2 million and consisted
primarily of an $18.9 million non-cash change in fair value of
derivative liability, as well as interest expense on the SWK term
loan.  Net loss for the six-month transition period ended Dec. 31,
2018 was $44.7 million, or $0.53 per share, compared to a net loss
of $11.8 million, or $0.28 per share, for the prior year six-month
period.

Cash and cash equivalents at Dec. 31, 2018 totaled $45.3 million
compared to $38.8 million at June 30, 2018.

Financial Outlook

Management believes amounts available from the CRG credit facility,
together with the Company's current cash and cash equivalent
position and proceeds from commercial sales of YUTIQ and DEXYCU and
existing collaboration agreements, are sufficient to fund
operations and debt service obligations through the remainder of
2019.
A full-text copy of the press release is available for free at:

                     https://is.gd/4oUkgv

                 About EyePoint Pharmaceuticals

EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders.  With the approval by the FDA on Oct.
12, 2018 of the YUTIQ three-year treatment of chronic
non-infectious uveitis affecting the posterior segment of the eye
(NIPU), the Company has developed the majority of the FDA-approved
sustained-release treatments for eye diseases.

EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million for the year ended June 30, 2017.  As of Sept. 30, 2018,
the Company had $88.85 million in total assets, $41.15 million in
total liabilities, and $47.70 million in total stockholders'
equity.

Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.


FC GLOBAL: Signs Stock Purchase Agreement with Gadsden
------------------------------------------------------
FC Global Realty Incorporated entered into a stock purchase
agreement with Gadsden Growth Properties, Inc. on March 13, 2019,,
pursuant to which, FC Global will issue to Gadsden:

   (i) 708,485,395 shares of its common stock, par value $0.01 per
       share;

  (ii) a number of shares of FC Global's newly designated 7%
       Series A Cumulative Convertible Perpetual Preferred Stock
       that is equal to the number of shares of Gadsden's 7%
       Series A Cumulative Convertible Perpetual Preferred Stock
       that are outstanding at the closing date, which is expected
       to be 889,075 shares;

(iii) a number of shares of FC Global's newly designated Series B

       Non-Voting Convertible Preferred Stock that is equal to the

       number of shares of Gadsden's Series B Non-Voting
       Convertible Preferred Stock that are outstanding at the
       closing date, which is expected to be 11,788,994 shares;
       and

  (iv) a number of shares of FC Global's 10% Series C Cumulative
       Convertible Preferred Stock that is equal to the number of
       shares of Gadsden's 10% Series C Cumulative Convertible
       Preferred Stock that are outstanding on the closing date,
       which is expected to be 2,498,682 shares.

In consideration for the FC Global Securities, Gadsden will
transfer and assign to FC Global: (i) all of the Class A limited
partnership interests in Gadsden Growth Properties, L.P., a
Delaware limited partnership, and (ii) all of the general
partnership interests in OPCO.  OPCO is the operating partnership
of Gadsden that has all of its assets and liabilities.
Accordingly, at the closing of the transactions contemplated by the
Stock Purchase Agreement, Gadsden will remain a private company
with its only asset being the FC Global Securities issued to it and
FC Global will acquire OPCO, including the Gadsden portfolio of
real estate investments.  The Board of Directors of FC Global and
the Board of Directors of Gadsden have each approved the Stock
Transaction.  Closing of the Stock Transaction is expected to occur
within two weeks.

The Stock Purchase Agreement provides that 278,178,750 shares of FC
Global Common Stock that will be issued to Gadsden will be subject
to forfeiture based on the reconciliation and adjustment of the net
asset value of Gadsden's assets and Gadsden's proposed real estate
investments that have not closed as of the closing date of the
Stock Purchase Agreement.

The number of FC Global Securities being issued to Gadsden at the
closing is based upon an estimated net asset value of Gadsden of
$211,573,000 (the "Contract NAV").  The Contract NAV includes
Gadsden's assets and all of its Scheduled Investments.  The Stock
Purchase Agreement provides for a reconciliation and adjustment of
the final net asset value of Gadsden as follows:

   * If the Contract NAV is more than the Gadsden final net asset
     value, then the difference will be settled by the transfer of
     shares of FC Global Common Stock, at a value equal to
     3.771023733 shares of FC Global Common Stock for each $1.00
     of Shortfall if the Gadsden final net asst value is $80
     million or more (and 2.860407207 for each $1.00 of Shortfall
     to the extent that the Gadsden final net asst value is less
     $80 million);

   * First, the Shortfall will be paid by transfer of Holdback
     Shares by Gadsden to FC Global and such transferred shares
     will be cancelled.  If the amount of the Shortfall is more
     than the value of the Holdback Shares, then FC Global will
     issue more shares of FC Global Common Stock to the FC Global
     stockholders of record as of the closing date.

   * Gadsden's final net asset value will be determined as the
     fair value of the each of the assets of Gadsden on the
     closing date and the Scheduled Investments acquired on or
     prior to May 20, 2019.  Such fair value will be determined in

     accordance with the following:

       - in accordance with United States generally accepted
         accounting principles, and shall be derived from FC
         Global's annual report on Form 10-K for either of the
         fiscal years ended Dec. 31, 2019 or Dec. 31, 2020 with
         Gadsden having the option to choose which such fiscal
         year to utilize,

       - as of the date of an appraisal from a licensed appraiser
         with knowledge of the applicable market that need not be
         a national firm, or

       - if the Gadsden asset is sold or otherwise disposed of in
         consideration for cash, the gross cash proceeds from the
         sale minus any indebtedness or other liabilities relating

         to the Gadsden asset being sold or otherwise disposed of
         that were not assumed by the purchaser and that remain
         indebtedness or other liabilities of FC Global following
         the sale or other disposition.

The Stock Purchase Agreement also contains a mechanism for issuing
additional shares of FC Global Common Stock to Gadsden or FC
Global's legacy stockholders, as applicable, if there is a loss
determination.  The Stock Purchase Agreement defines a loss
determination as an event that gives rise to a loss due to a breach
of a representation and warranty by a party or the failure of a
covenant to be performed by a party that was not fully performed,
in each case, after consideration of any express waiver or
amendment.  After the amount of a loss has been determined in
accordance with the procedures set forth in the Stock Purchase
Agreement, the amount of the loss will be paid by FC Global as
follows: (i) if FC Global's Board determines that the amount of the
loss will be paid in cash, then such amount will be paid by check
payable to the order of Gadsden or FC Global's legacy stockholders;
or (ii) if FC Global's Board does not determine that the amount of
the loss will be paid in cash, then such amount will be paid by FC
Global issuing and delivering shares of Common Stock with an
aggregate fair value equal to the amount of the loss to Gadsden or
FC Global's legacy stockholders.  The Stock Purchase Agreement
provides that no loss will be determined until the aggregate amount
of losses claimed exceeds $100,000, it being acknowledged that from
and after such threshold, all losses shall be subject to
adjustment.

FC Global also agreed to take such actions as is necessary, which
may include accepting the resignations of directors or removing
directors without cause and filling the vacancies on the Board of
Directors of FC Global so that as of the closing, the Board of
Directors of FC Global will consist of (i) the current members of
the Board of Directors of Gadsden who are John Hartman, Larry E.
Finger, Jay M. Gratz, B.J. Parrish, Russell C. Platt, James Walesa,
and Robert G. Watson, Jr.; and (ii) FC Global existing directors
Dennis M. McGrath and Dolev Rafaeli.  At the closing of the of the
Stock Transaction, the executive officers of FC Global are expected
to be the executive officers of Gadsden.  In addition, Gadsden
agreed to take such actions as is necessary, which may include
accepting the resignations of directors or removing directors
without cause and filling the vacancies on the Board of Directors
of Gadsden so that as of the closing, the Board of Directors of
Gadsden shall consist of the same members as the Board of Directors
of FC Global.

Consummation of the Stock Transaction is subject to various
conditions, including, among others, customary conditions relating
to: (i) approval of the Stock Transaction by the vote of Gadsden's
stockholders holding two-thirds of the outstanding shares of
Gadsden's common stock, Gadsden's 7% Series A Cumulative
Convertible Perpetual Preferred Stock entitled to vote thereon (on
an as-converted basis) and Gadsden's 10% Series C Cumulative
Convertible Perpetual Preferred Stock entitled to vote thereon (on
an as-converted basis); (ii) absence of injunction by any court or
other tribunal of competent jurisdiction and absence of law that
prevents, enjoins, prohibits or makes illegal the consummation of
the Stock Transaction; (iii) receipt of all consents, approvals and
authorizations legally required to be obtained to consummate the
Stock Transaction; and (iv) receipt of customary legal opinions
from counsel to FC Global and Gadsden.  The obligation of each
party to consummate the Merger is also conditioned upon the other
party's representations and warranties being true and correct
(subject to certain materiality exceptions), the other party having
performed in all material respects its obligations under the Stock
Purchase Agreement, and the absence of a material adverse effect on
each party.

In addition, the obligation of Gadsden to complete the Stock
Transaction is subject to the satisfaction (or waiver, to the
extent permitted by applicable law) of the following conditions: FC
Global shall have, on a consolidated basis, not less than $800,000
of unrestricted cash; and FC Global shall have received a letter of
resignation from each member of its Board of Directors, other than
the directors who are to be members of the Board after the Stock
Transaction.

The Stock Purchase Agreement may be terminated at any time prior to
the closing, in any of the following ways: (i) by mutual written
consent of FC Global and Gadsden; (ii) by either Gadsden or FC
Global if the Stock Transaction shall not have occurred on or prior
to March 31, 2019; provided, that a party that has materially
failed to comply with any obligation of such party set forth the
Stock Purchase Agreement shall not be entitled to exercise its
right to terminate; (iii) by Gadsden upon a breach of any
representation, warranty, covenant or agreement on the part of FC
Global as set forth in the Stock Purchase Agreement, or if there
shall have been a FC Global material adverse effect; (iv) by FC
Global upon a breach of any representation, warranty, covenant or
agreement on the part of Gadsden as set forth in the Stock Purchase
Agreement, or if there shall have been a Gadsden material adverse
effect; (v) by either Gadsden or FC Global if any order by any
governmental entity of competent authority preventing the
consummation of the Stock Transaction shall have become final and
nonappealable; (vi) by either Gadsden or FC Global if the Gadsden
Stockholder Approval shall not have been obtained; (vii) by either
Gadsden or FC Global prior to obtaining the Gadsden Stockholder
Approval if Gadsden or FC Global has delivered a notice of a
Superior Competing Transaction (provided that for the termination
to be effective, such party shall have paid the applicable
termination fee); (viii) by Gadsden if FC Global's board of
directors shall have withdrawn, qualified or modified in a manner
adverse to Gadsden, or shall recommend that FC Global's
stockholders approve or accept a Competing Transaction, or if FC
Global shall have delivered a notice of a Superior Competing
Transaction or shall have publicly announced a decision to take any
such action; or (ix) By FC Global if Gadsden's board of directors
shall have withdrawn, qualified or modified in a manner adverse FC
Global, or shall have failed to make when required, its
recommendation to approve the Stock Purchase Agreement, or shall
recommend that Gadsden's stockholders approve or accept a Competing
Transaction, or if Gadsden shall have delivered a notice of a
Superior Competing Transaction or shall have publicly announced a
decision to take any such action.

Gadsden is required to pay a termination fee of $200,000 if the
Stock Purchase Agreement is terminated: (i) by Gadsden at any time
prior to the receipt of Gadsden Stockholder Approval upon delivery
of a notice of a Superior Competing Transaction; (ii) by FC Global
upon any of the events described in subsection (ix) of the
preceding paragraph; or (iii) by FC Global if Gadsden Stockholder
Approval shall not have been obtained and (A) prior to such
termination, a person has made any bona fide written proposal
relating to a Competing Transaction which has been publicly
announced prior to the Gadsden's stockholder meeting and (B) within
twelve months of any such termination, Gadsden or any subsidiary of
Gadsden shall consummate a Competing Transaction, or enter into a
written agreement with respect to a Competing Transaction that is
ultimately consummated with any person.

FC Global is required to pay a termination fee of $250,000 if the
Stock Purchase Agreement is terminated: (i) by FC Global upon
delivery of a notice of a Superior Competing Transaction; (ii) by
Gadsden upon any of the events described in subsection (viii) of
the paragraph above regarding termination; (iii) by Gadsden, upon a
breach of certain representations, warranties, covenants or
agreements on the part of FC Global set forth in Stock Purchase
Agreement; or (iv) or by Gadsden if Gadsden Stockholder Approval
shall not have been obtained and (A) prior to such termination, a
person has made any bona fide written proposal relating to a
Competing Transaction which has been publicly announced prior to
the termination of the Stock Purchase Agreement and (B) within
twelve months of any such termination, FC Global or any subsidiary
of FC Global shall consummate a Competing Transaction, or enter
into a written agreement with respect to a Competing Transaction
that is ultimately consummated with any person.

                       About FC Global Realty

Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated
(and its subsidiaries) founded in 1980, is transitioning from its
former business as a skin health company to a company focused on
real estate development and asset management, concentrating
primarily on investments in high quality income producing assets,
hotel and resort developments, residential developments and other
opportunistic commercial properties. The company is headquartered
in New York.

As of Sept. 30, 2018, the Company had $5.36 million in total
assets, $4.62 million in total liabilities, and $740,000 in total
stockholders' equity.

The report from the Company's independent accounting firm Fahn
Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
incurred net losses for each of the years ended Dec. 31, 2017 and
2016 and has not yet generated any revenues from real estate
activities.  As of Dec. 31, 2017, there is an accumulated deficit
of $134.45 million.  These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.


FRANK INVESTMENTS: $350K Sale of Ventnor Property to Stone Approved
-------------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Frank Investments, Inc.'s sale of
the real property located at 5207 and 5213 Ventnor Avenue, Ventnor,
New Jersey to Stone Harbor Theatre, LLC, for $350,000.

The APA, including all terms and conditions thereof, is approved.

The sale is free and clear of all liens, claims, encumbrances, or
interests, and such liens, claims, encumbrances, or interests will
attach to the net cash proceeds of the Sale.

The Debtor will serve copies of the Motion and this Order upon the
Buyer and the Clerk of Atlantic County, New Jersey.  The Buyer and
the Clerk of Atlantic County, New Jersey (but no other party) may
file objections to the Sale, if any, within 14 days of the date of
such service.  Any objections not filed in accordance with the
preceding sentence will be deemed waived and overruled.

All of the relief set forth in the Order will be nunc pro tunc to
Aug. 17, 2018.

The 14-day stay set forth in Federal Rule of Bankruptcy Procedure
6004(h) is waived.

                     About Frank Investments

Each of Frank Investments, Frank Theatres and Frank Entertainment
is an affiliate of Rio Mall, LLC, which sought bankruptcy
protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018.
Rio Mall, LLC, owns and operates commercial real property that
comprises the shopping center known as Rio Mall located at 3801
Route 9 South, Rio Grande, New Jersey.

Frank Entertainment Companies, LLC owns, operates, develops and
manages entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, water parks, bowling
centers, game centers, skate parks, and other real estate
properties.

Frank Investments, Inc., based in Jupiter, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-20019) on Aug. 17, 2018.  The Hon. Erik P. Kimball
(18-20019), and Hon. Mindy A. Mora (18-20022 and 18-20023) oversee
the cases.  

In the petitions signed by Bruce Frank, president, Frank
Investments and Frank Entertainment estimated $10 million to $50
million in assets and liabilities; Frank Theaters, $10 million
to $50 million in assets and $50 million to 100 million in
liabilities.  

Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A.,
serves as bankruptcy counsel.

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



GARY RUSSELL: $1.1M Sale of Bonifay Properties to Halversons Okayed
-------------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Gary Allen Russell and Diane Marie
Jean Russell to sell the following real properties: (i) 2767 Red
Hoss Lane, Bonifay, Holmes, Florida and (ii) 1787 Flowing Well
Road, Bonifay, Holmes, Florida to Glen W. and Rebecca D. Halvorson
for $1.07 million.

The Contract for the Purchase and Sale of Real Property is
approved.

The sale is free and clear of any and all liens and encumbrances in
existence as of the date of closing, including but not limited to
the mortgage lien of Friend Bank, whether arising prior to or
subsequent to the filing date of the voluntary petition in
bankruptcy of the Debtors.

The Court approves the following disbursements from the proceeds of
the Sale:

     a) Payment of the balance due on the secured loan owed to
Friend Bank as of the date of the closing;

     b) Payment of $53,500 (representing 5% commission for Sale of
the Property) to Jim Roberts Realty, whose retention as Realtor to
the Debtor has been previously approved by the Court, and/or any
cooperating broker if applicable per the terms of the Sale
Contract;

     c) Payment of property taxes owed on the Property for years
prior to 2019, plus taxes for the year 2019 prorated as of the date
of closing, to the Holmes County Tax Collector, representing
property taxes due and owing on the Property; and  

     d) Such other customary and reasonable fees and charges
associated with the closing.

The proceeds remaining following payment of the referenced amounts
will be deposited into the Debtor's DIP Account.   

The stay of effectiveness of the Order imposed by the provisions of
Fed. R. Bankr. P. 6004(h) is waived, and the Order will be
immediately effective.

Gary Allen Russell and Diane Marie Jean Russell sought Chapter 11
protection (Bankr. N.D. Fla. Case No. 17-50356) on Dec. 22, 2017.
The Debtors tapped Natasha Z. Revell, Esq., at Zalkin Revell, PLLC,
as counsel.



GIGA-TRONICS INC: Extends PFG Loan Maturity to March 2020
---------------------------------------------------------
Effective March 11, 2019, Giga-tronics Incorporated, its
wholly-owned subsidiary, Microsource, Inc., and Partners for Growth
V, L.P. ("PFG") agreed to modify an existing Loan and Security
Agreement dated as of April 27, 2017 by entering into a
Modification No. 3 to Loan and Security Agreement.

As of March 11, 2019, the Company had borrowed $1,500,000 under the
Loan Agreement and there was $183,083 (calculated as of March 4,
2019) of accrued interest outstanding.  Under the Loan Agreement,
the Company agreed, among other things, (i) to make monthly
interest-only payments through April 30, 2019, (ii) to pay all
accrued interest on the loan on May 1, 2019, which will be
$197,979; (iii) beginning May 1, 2019, to make monthly principal
payments of $75,000, plus accrued interest until the maturity date,
which was Nov. 1, 2019, and (iv) to pay all amounts outstanding on
the maturity date.

The Modification extends the maturity date to March 1, 2020.  The
Modification also adds financial covenants requiring the Company to
maintain a minimum tangible net worth and minimum revenues
described in the Modification.

     Amended and Restated Business Financing Agreement

The Company entered into an Amended and Restated Business Financing
Agreement with Western Alliance Bank effective March 11, 2019.  The
Restated Financing Agreement amends, restates and replaces the
Company's Business Financing Agreement with Western Alliance Bank
(doing business as Bridge Bank) dated May 6, 2015, in its
entirety.

Under the Restated Financing Agreement, Western Alliance Bank may
advance up to 85% of the amounts of invoices issued by the Company,
up to a maximum of $2,500,000 in aggregate advances outstanding at
any time.  The Restated Financing Agreement eliminates a $500,000
non-formula borrowing base and an asset coverage ratio financial
covenant.

Under the Restated Financing Agreement, interest accrues on
outstanding amounts at an annual rate equal to the greater of prime
or 4.5% plus, in either case, one percent.  The Company is required
to pay certain fees, including an annual facility fee of $14,700,to
be paid in two semiannual installments.  The Company's obligations
under the Restated Financing Agreement are secured by a security
interest in substantially all of the assets of the Company and any
domestic subsidiaries, subject to certain customary exceptions.
The Restated Financing Agreement has no specified term and may be
terminated by either the Company or Western Alliance Bank at any
time.

The Restated Financing Agreement contains customary events of
default, including, among others: non-payment of principal,
interest or other amounts when due; providing false or misleading
of representations and information; Western Alliance Bank failing
to have an enforceable first lien on the collateral; cross-defaults
with certain other indebtedness; certain undischarged judgments;
bankruptcy, insolvency or inability to pay debts; and a change of
control of the Company.  Upon the occurrence and during the
continuance of an event of default, the interest rate on the
outstanding borrowings increases by 500 basis points and the
Western Alliance Bank may declare the loans and all other
obligations under the Restated Financing Agreement immediately due
and payable.

                      About Giga-Tronics

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

As of Dec. 29, 2018, Giga-Tronics had $6.59 million in total
assets, $5.35 million in total liabilities, and $1.23 million in
total shareholders' equity.  Giga-Tronics reported a net loss of
$3.10 million for the year ended March 31, 2018, compared to a net
loss of $1.54 million for the year ended March 25, 2017.

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


GLOBETROTTER INTERMEDIATE: S&P Assigns 'B-' ICR on Planned Buyout
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit ratings to
Globetrotter Intermediate LLC, the new holding company for Quick
Base, and Quartz Holding Co. It also assigned its 'B' issue-level
rating and '2' recovery rating to the proposed $275 million
first-lien term loan and $40 million revolving credit facility
(RCF).

In January 2019, Vista Equity Partners (Vista) agreed to acquire
Quick Base, a U.S. provider of commercial software development
tools. The transaction is expected to be funded by a $275 million
first-lien term loan, a $140 million second-lien term loan, and
equity from Vista, current sponsor Welsh, Carson, Anderson & Stowe
(WCAS), and management.

The rating mainly reflects the elevated leverage of about 11x
expected in 2019 as a result of the transaction, while balancing
the company's small revenue base and relatively narrow product
focus with its good revenue visibility and market tailwinds.
"Although S&P forecasts deleveraging toward the 8x area in 2020, it
views these metrics as weaker than typical for 'B' rated software
companies. S&P expects leverage reduction in 2020 to come from
EBITDA growth of 35%-40% as a result of strong organic revenue
growth prospects combined with improvements in EBITDA margins.

"The stable outlook reflects our expectation that Quick Base will
rapidly delever following the transaction through organic revenue
growth of above 20% helped by continued strong market demand for
model-driven development tools and an improvement in EBITDA margins
above the mid-20% areas," S&P said. "We also expect adequate
liquidity and continued positive FOCF generation driven by a
recurring subscription fee model. We thus expect S&P Global
Ratings-adjusted leverage of about 11x in 2019 and FOCF to debt of
about 3.5% in 2019."

S&P said it could lower the rating if it believes the capital
structure is unsustainable due to weakening liquidity or tightening
covenant headroom. This could come from an aggressive financial
policy resulting in large debt-funded acquisitions or shareholder
returns, combined with weaker-than-expected revenue growth from
greatly increased competition or an unproductive go-to-market
strategy, according to S&P.

"Although we view this as unlikely over the next 12 months given
the high initial leverage at transaction close, we could raise the
rating if Quick Base is able to reduce leverage to about 7x while
improving FOCF to debt to above 5% on a sustainable basis," S&P
said. "The company could achieve this in the medium term if it is
able to maintain organic revenue growth of more than 20% while
improving adjusted EBITDA margins toward the mid-30% area and
maintaining FOCF above $20 million."

An upgrade would likely come from sustained strong market growth
for low-code/no-code application development tools and the
company's ability to win new customers and capture upsell
opportunities within its existing customer base from reinforcing
its go-to-market strategy, according to S&P.


GNC HOLDINGS: FMR LLC Owns 9.4% of Class A Shares as of Feb. 13
---------------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission on Feb. 13, 2019, that
they beneficially own 7,877,006 shares of Class A common stock of
GNC Holdings, Inc., which represents 9.390 percent of the shares
outstanding.  Fidelity Series Intrinsic Opportunities Fund also
reported beneficial ownership of 5,939,600 Class A Shares.  A
full-text copy of the regulatory filing is available for free at:

                       https://is.gd/QgUQGj

                        About GNC Holdings

GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty retailer of health, wellness and performance products,
including protein, performance supplements, weight management
supplements, vitamins, herbs and greens, wellness supplements,
health and beauty, food and drink and other general merchandise.
As of Dec. 31, 2018, GNC had approximately 8,400 locations, of
which approximately 6,200 retail locations are in the United States
(including approximately 2,200 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.

GNC Holdings reported net income of $69.78 million in 2018,
following a net loss of $150.26 million in 2017.  As of Dec. 31,
2018, GNC Holdings had $1.52 billion in total assets, $1.54 billion
in total liabilities, $98.8 million in convertible preferred stock,
and a total stockholders' deficit of $114.3 million.  

                           *    *    *

As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings and removed all of its
ratings on the company from CreditWatch, where S&P placed them with
negative implications on Feb. 14, 2018.  "The affirmation reflects
our belief that GNC's capital structure remains unsustainable over
the long term in light of its current operating performance,
including its cash flow generation, because of increased
competitive threats amid the ongoing secular changes in the retail
industry.


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

A hearing on the Motion was held on Feb. 6, 2019 at 10:00 a.m.  

All rent as provided for in the Lease, as Amended will be
maintained current by the Debtor through date of Assignment and
thereafter, by the Assignee.

Consistent with applicable state law and the underlying Lease,
there will be no sale of any of the Respondent's fixtures to the
Assignee.  The lease guarantees will remain in full force and
effect.

The attorney for the landlord, Frederick T. Mattox, the Trustee of
the Verna Mattox Irrevocable Trust dated 12/6/2012, is entitled to
attorney fees and costs incurred as of the date of the Sale Motion,
in the approximate amount of $5,500, associated with assumption of
the lease which are to be paid upon entry of the within Order.

                     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.


HEAVENLY COUTURE: Sale of 13 Assumed Leases Approved
----------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California, authorized Heavenly Couture, Inc.'s
(i) sale of six leases assumed by the Debtor to 230 East 7th Street
Associates for $300,000, and assignment of the Estate's interest in
these assumed leases to 230 East; and (ii) sale of seven leases
assumed by the Debtor to Veyo Partners, and assignment of the
Estate's interest in these assumed leases to Veyo Partners.

A hearing on the Motion was held on Feb. 27, 2019 at 10:00 a.m.
The Motion is granted, but as substantially altered on the record
and summarized in the Order.  

The terms of the sale are very different from those noticed to
creditors.  The price is less ($300,000 not $800,000, most of which
will be used to cure arrearages on assigned leases) and fewer
leases (now only six leases) are part of the sale to 230 East 7th
Street Associates.  

An additional alteration of the terms of the sale are that some of
the remaining assets are being sold to a new buyer -- Veyo
Partners.  Veyo Partners seeks to purchase seven of the remaining
leases on terms whereby they would cure the defaults under the
leases being assumed by it, as well as acquire the inventory in
those stores and the intellectual property of the Debtor.

The six leases being assumed and assigned to 230 East 7th Street
Associates for $300,000 are Palm Springs (1), Palm Springs (2), La
Jolla, Laguna Beach, Newport Beach (Balboa), and San Diego (Gaslamp
District).

The seven leases being assumed and assigned to Veyo Partners where
Veyo Partners will cure the lease obligations they are acquiring
are Abbott Kinney, Huntington Beach, Santa Barbara, Santa Cruz,
Seal Beach, San Luis Obispo, and Pasadena.

The Landlords on the leases being assumed and assigned under the
Motion to 230 East 7th Street Associates as revised have 72 hours
from entry of the order to opt out of the sale if they are not
satisfied with the amount of cure or the identity of the assignee,
as there is insufficient opportunity for a judicial determination
of questions of adequate assurance of future performance or even
the totals necessary for cure within the meaning of 11 U.S.C.
Section 365.

The 14-day stay normally required on the sale of the assets is
waived.

The Debtor's request that the case be dismissed after the sale is
denied.

                     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.


HELIOS AND MATHESON: Chief Financial Officer Resigns
----------------------------------------------------
Stuart Benson notified the chief executive officer of Helios and
Matheson Analytics Inc. of his decision to resign as chief
financial officer and secretary of Helios and Matheson Analytics
Inc. and from each position he holds with each of the Company's
subsidiaries, effective March 22, 2019, in order to accept another
employment opportunity.  The Company plans to initiate a search
for, and hire, a new Chief Financial Officer as soon as
practicable.

                     About Helios and Matheson

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

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

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


HOVNANIAN ENTERPRISES: Renaissance Tech Owns 4.5% of CL-A Shares
----------------------------------------------------------------
Renaissance Technologies LLC and Renaissance Technologies Holdings
Corporation disclosed in a Schedule 13G/A filed with the Securities
and Exchange Commission that as of Dec. 31, 2018, they beneficially
own 5,977,055 shares of Class A common stock of Hovnanian
Enterprises, Inc., which represents 4.50 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/1YFNKM

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


IDEANOMICS INC: Advantech Capital et al. Hold 5.69% Stake
---------------------------------------------------------
Advantech Capital Investment II Limited, Advantech Capital II
Master Investment Limited, Advantech Capital II L.P. and Advantech
Capital Partners II Limited disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of Dec. 31,
2018, they beneficially own 6,593,407 common stock issuable upon
conversion of a convertible bond of Ideanomics, which represents
5.69 percent based on 115,859,413 shares outstanding of the
Issuer's common stock upon conversion of the convertible bond,
consisting of (i) 102,266,006 shares of common stock and 7,000,000
shares of Series A preferred stock, issued and outstanding as of
Nov. 15, 2018, as reported in the Issuer's Schedule 14A filed with
the SEC on Dec. 14, 2018; and (ii) 6,593,407 shares of common stock
issuable upon conversion of the convertible bond.  A full-text copy
of the regulatory filing is available for free at:

                       https://is.gd/XbcOnI

                         About Ideanomics

Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a
global fintech advisory and Platform-as-a-Service company.
Ideanomics combines deal origination and enablement with the
application of blockchain and artificial intelligence technologies
as part of the next-generation of financial services.  The company
is headquartered in New York, NY, and has offices in Beijing,
China. It also has a planned global center for Technology and
Innovation in West Hartford, CT, named Fintech Village.

Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Ideanomics had
$167.7 million in total assets, $123.1 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $43.35 million in total equity.

B F Borgers CPA PC's report on the consolidated financial
statements for the year ended Dec. 31, 2017, contains an
explanatory paragraph expressing substantial doubt regarding the
Company's ability to continue as a going concern.  The auditors
stated that the Company incurred recurring losses from operations,
has net current liabilities and an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


J. LEVINE AUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: J. Levine Auction & Appraisal LLC
        951 W Watkins Rd
        Phoenix, AZ 85007

Business Description: J. Levine Auction & Appraisal LLC owns an
                      auction house in Phoenix, Arizona.  The
                      Company sells fine jewelry, antique
                      firearms, rare handbags, collectible coins,
                      stunning decor, fine art, and more.  J.
                      Levine was established in 2009 b Josh
                      Levine.  The Company operates out of a
                      75,000 square foot facility in downtown
                      Phoenix.  

                      https://www.jlevines.com/

Chapter 11 Petition Date: March 15, 2019

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Case No.: 19-02843

Debtor's Counsel: Wesley Denton Ray, Esq.
                  SACKS TIERNEY P.A.
                  4250 N. Drinkwater Blvd., 4th Floor
                  Scottsdale, AZ 85251-3693
                  Tel: 480-425-2674
                  E-mail: Ray@SacksTierney.com
                          Wesley.Ray@sackstierney.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joshua Levine, sole member.

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

      http://bankrupt.com/misc/azb19-02843_creditors.pdf

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

            http://bankrupt.com/misc/azb19-02843.pdf


JAGUAR HEALTH: Chicago Venture Et Al Hold 6.7% Stake as of March 12
-------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Chicago Venture Partners, LP, Chicago Venture
Management, LLC, CVM, Inc., and John M. Fife disclosed that as of
Dec. 31, 2018, they beneficially own 1,766,641 shares of common
stock of Jaguar Health, Inc., which represents 6.77 percent based
on 26,095,437 common shares as of Jan. 10, 2019 (as reported in
Issuer's Definitive Proxy Statement on Schedule 14A filed on Jan.
18, 2019).  A full-text copy of the regulatory filing is available
for free at https://bit.ly/2u70FW3

                     About Jaguar Health

Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis.  Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.

Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016.  As of Sept. 30, 2018, Jaguar Health
had $46.12 million in total assets, $26.79 million in total
liabilities, $9 million in series A convertible preferred stock,
and total stockholders' equity of $10.32 million.

BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.


JILL ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings on March 14 revised its outlook on Jill
Acquisition LLC, the borrowing subsidiary of U.S.-based specialty
apparel retailer J. Jill Inc., to stable from negative and affirmed
the 'B' issuer credit rating. At the same time, S&P affirmed its
'B' issue-level on the senior secured term loan facility. The
recovery rating on this debt remains '3'.

The outlook revision reflects improved operating trends in the
second half of fiscal 2018, following weak results in the first
half, resulting in stabilizing credit metrics that are better than
our previous forecast, including funds from operations (FFO) to
debt of about 20%. Jill experienced a merchandise misstep in late
fiscal 2017 and functional issues with its new website that
launched in early 2018 that contributed to heavier promotional
activity and poor e-commerce customer experience. However, towards
the back half of fiscal 2018, performance stabilized as Jill
cleared aged inventory. Based on a meaningful reduction in
promotional cadence, as reflected through sequential improvement in
gross margin during the second half of fiscal 2018 (margin decline
for the full year fell to about 130 basis points from about 300
basis points in the first half), S&P believes the company executed
well on delivering a product assortment that resonated with its
customer base.

"The stable outlook reflects our expectation for relatively steady
credit metrics over the next 12 months, reflecting a slight decline
in EBITDA on higher investments in IT initiatives offsetting
continued modest revenue growth," S&P said. "The stable outlook
also incorporates our view that the company will generate modestly
positive free operating cash flow and maintain adequate sources of
liquidity. This incorporates our expectations that the company will
refinance its currently undrawn asset-based lending (ABL) revolver
facility, maturing in May 2020, in a timely fashion."

S&P said it could lower the rating if the company meaningfully
underperforms its expectations, such that FFO to debt approaches
the mid-teens percentage area and FCC ratio drops below 2.0x. This
scenario would be driven by soft revenue trends, including
consolidated comparable sales decline in the low-single-digit
percentage area, possibly due to a weakening of the brand's appeal
on increased competitive pressures or merchandise missteps,
resulting in a 300 basis point margin contraction beyond S&P's
base-case.

"We could also lower the rating if the company's performance
deteriorates, such that our cash flow projections weaken, and the
company fails to address its ABL revolver maturity in a timely
manner, prompting us to reassess the company's liquidity," S&P
said.

Although unlikely in the near term, S&P said it could raise the
rating if the company meaningfully broadens its scale of
operations, while maintaining or improving profitability, such that
it has a more favorable view of the company's competitive standing.
This scenario would include an expansion of the company's portfolio
to include multiple good performing brands, catering to a diverse
customer base, leading to a significant growth in the company's
revenues and cash flow. S&P could also consider raising the rating
if it expects a reduction in private equity sponsor ownership to
under 40%, accompanied by modest improvement in operating trends
relative to its base case. Under this scenario, S&P would have a
more favorable view of the company's financial policy.


JOHN Q. HAMMONS: JDH Must Pay UBS $7M Restructuring Transaction Fee
-------------------------------------------------------------------
Bankruptcy Judge Robert D. Berger granted in part and denied in
part UBS Securities LLC's application for fees and expenses to be
paid by Creditor JD Holdings, L.L.C. JD Holdings' motion for
scheduling order is denied.

In 2016, the Revocable Trust of John Q. Hammons dated Dec. 28,
1989, as Amended and Restated employed UBS Securities LLC as
Debtors John Q. Hammons Fall 2006 and affiliates financial advisor.
UBS filed an application for fees and expenses. Creditor JD
Holdings, L.L.C., which is obligated under Debtors' confirmed joint
Chapter 11 plans to pay those fees and expenses to the extent
awarded by the Court, opposes UBS's application and moved for a
scheduling order, arguing that the application cannot be resolved
without discovery and/or summary judgment.

Following a successful mediation, Debtors and JD Holdings entered
into a Plan Support Agreement under which, inter alia, Debtors
agreed to support confirmation of JD Holdings' proposed plans. The
PSA included a Settlement Agreement between Debtors and JD
Holdings. The Court approved the PSA under Rule 9019 on Feb. 28,
2018, approved JD Holdings' amended disclosure statement on March
23, 2018, and confirmed the Joint Plans on May 11, 2018.

UBS requests payment of the following fees and expenses under the
Agreement: (1) "Transaction Fees," consisting of a Restructuring
Transaction Fee and a Sale Transaction Fee; (2) unpaid Monthly
Advisory Fees, if any; and (3) unpaid expenses (including legal
fees).

JD Holdings argues that UBS should not be awarded the fees and
expenses it requests because (1) UBS breached the Agreement's
implied covenant of good faith and fair dealing and (2) UBS is not
entitled to the fees and expenses under the language of the
Agreement and Approval Order.

JD Holdings argues that UBS breached the implied covenant of good
faith and fair dealing through its "apparent failure" to "address
or avoid" the title insurance issue pending the resolution of JD
Holdings' own appeals. This argument is unavailing for a number of
reasons. First, it fails to allege that UBS injured Debtors' right
to receive the benefits of the Agreement. Specifically, JD Holdings
fails to identify any benefit of the Agreement that Debtors didn't
receive; in fact, JD Holdings fails to allege that Debtors suffered
any damages at all as a result of UBS' alleged breach.

Second, it adds to the Agreement a substantive provision--title
insurance research and consulting--neither included by the parties
nor required to effectuate the purposes of the Agreement. Because
UBS and the Trust are sophisticated parties represented by highly
competent counsel, the Court is particularly reluctant to interpret
the Agreement as impliedly stating a requirement that the parties
did not specifically include.

Third, it alleges (at most) negligence or inept action on the part
of UBS, which does not state a claim for breach of the implied
covenant as a matter of New York law. In short, the implied
covenant of good faith and fair dealing that exists in the
Agreement under New York law cannot prevent an award of fees and
expenses to UBS here.

And because the Agreement provides that UBS is entitled to a
Restructuring Transaction Fee of $7,000,000 upon consummation of a
Restructuring Transaction, UBS will be awarded $7,000,000 as a
Restructuring Transaction Fee.

The Agreement also provides for a "Monthly Advisory Fee" of
$175,000 to UBS. In its objection, JD Holdings alleges that UBS has
performed no services for months. However, at oral argument, UBS's
attorney represented that UBS did perform work for Debtors under
the Agreement each month through confirmation of the Joint Plans.
The Agreement, which excuses UBS from timekeeping, requires nothing
more. To the extent unpaid, UBS is hereby awarded Monthly Advisory
Fees of $175,000 per month through May 11, 2018.

UBS also asks for an award of Fee Defense Expenses, arguing that
(1) UBS is entitled to reimbursement of such expenses under the
Agreement, and (2) the Court approved the Agreement as "reasonable"
under section 328, such that (3) those expenses may not now be
reviewed for reasonableness under section 330. The Court holds that
a determination that the terms and conditions of an agreement are
"reasonable" under section 328 does not determine whether services
were rendered pursuant to that agreement under section 330. Because
Baker Botts holds that fee-defense work is not "services rendered"
under section 330, UBS will not be awarded its Fee Defense Expenses
incurred in defending its fee application against JD Holdings'
objection.

A copy of the Court's Memorandum Opinion and Order dated March 8,
2019 is available at

             About John Q. Hammons Fall 2006

Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH)
-- http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection.  It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.

John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016.  The petitions were signed by Greggory
D. Groves, vice president.

The Debtors are represented by Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP.  The Debtors' conflict counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.

At the time of filing, the Debtors estimated assets at $100 million
to $500 million and liabilities at $100 million to $500 million.


JONES ENERGY: Citadel Securities Owns 4.2% of Class A Shares
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of shares of Class A common stock of Jones Energy, Inc.
as of Feb. 14, 2019:

                                     Shares      Percentage of
                                  Beneficially    Outstanding
  Reporting Persons                   Owned         Shares
  -----------------               ------------   -------------
Citadel Securities LLC             224,329           4.2%
CALC III LP                        224,329           4.2%
Citadel Securities GP LLC          224,329           4.2%
Citadel Advisors LLC               133,140           2.5%
Citadel Advisors Holdings LP       133,140           2.5%
Citadel GP LLC                     133,140           2.5%
Kenneth Griffin                    357,469           6.6%

The percentages reported in this Schedule 13G are based upon
5,383,000 shares of Class A common stock outstanding (according to
the Issuer's transfer agent as reported on www.otcmarkets.com).

CALC3 is the non-member manager of Citadel Securities.  CSGP is the
general partner of CALC3.  Citadel Advisors is the portfolio
manager for CEFL.  CAH is the sole member of Citadel Advisors. CGP
is the general partner of CAH.  Mr. Griffin is the president and
chief executive officer of CGP, and owns a controlling interest in
CSGP and CGP.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/hDvL30

                         About Jones Energy

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

Jones Energy reported a net loss of $1.34 billion for the year
ended Dec. 31, 2018, compared to a net loss of $178.82 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$405.57 million in total assets, $1.11 billion in total
liabilities, $93.71 million in series A preferred stock, and a
total stockholders' deficit of $804.98 million.  Grant Thornton
LLP, in Houston, Texas, the Company's auditor since 2018, 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 substantial debt obligations
requiring significant interest payments.  The ongoing capital and
operating expenditures, including the debt interest payments, will
vastly exceed the amount of cash on hand and the revenue they
expect to generate from operations in the near future.  These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.


JONES ENERGY: Morgan Stanley Has 6.6% Stake as of Dec. 31
---------------------------------------------------------
Morgan Stanley disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 338,400 shares of common stock of Jones Energy,
Inc., which represents 6.6 percent of the shares outstanding.
Morgan Stanley Capital Services LLC also reported beneficial
ownership of 290,351 Common Shares.  A full-text copy of the
regulatory filing is available for free at: https://is.gd/oWzsrL

                       About Jones Energy

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

Jones Energy reported a net loss of $1.34 billion for the year
ended Dec. 31, 2018, compared to a net loss of $178.82 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$405.57 million in total assets, $1.11 billion in total
liabilities, $93.71 million in series A preferred stock, and a
total stockholders' deficit of $804.98 million.  Grant Thornton
LLP, in Houston, Texas, the Company's auditor since 2018, 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 substantial debt obligations
requiring significant interest payments.  The ongoing capital and
operating expenditures, including the debt interest payments, will
vastly exceed the amount of cash on hand and the revenue they
expect to generate from operations in the near future.  These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.


K&D INDUSTRIAL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Eight affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

   Debtor                                               Case No.
   ------                                               --------
   K&D Industrial Services Holding Co., Inc.            19-43823
     dba K&D Group
   6470 Beverly Plaza
   Romulus, MI 48174

   K&D Industrial Services, Inc.                        19-43824
   K&D Industries, Inc                                  19-43825
   K&D Grand Rapids, Inc                                19-43826
   K&D Industries of Ohio, Inc                          19-43827
   K&D Industrial Services Midwest Inc                  19-43828
   K&D Industries West, Inc.                            19-43829
   L&P Industries LLC                                   19-43830

Business Description: Since 1974, K&D Industrial Services, Inc. --
                      http://kdigroup.com-- has provided
                      industrial and environmental services to
                      customers in virtually every industry.
                      Founded by Ken Liabenow and Dennis Springer,
                      K&D focuses on cleaning, removing and/or
                      treating hazardous and non-hazardous
                      materials originating from process residual
                      or industrial waste.  Key business areas
                      include: industrial cleaning services,
                      environmental remediation services,
                      hazardous & non-hazardous transportation
                      services, and treatment services.  K&D
                      services the entire Midwest through its six
                      office locations in Michigan, Ohio and
                      Kentucky.

Chapter 11 Petition Date: March 15, 2019

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

Judge: Hon. Phillip J Shefferly

Debtors' Counsel: Lynn M. Brimer, Esq.
                  STROBL SHARP PLLC
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  Email: lbrimer@stroblpc.com

K & D Industrial
Services Holding's
Total Assets: $0

K & D Industrial
Services Holding's
Total Liabilities: $3,369,495

K&D Industries, Inc.'s
Total Assets: $937,714

K&D Industries, Inc.'s
Total Liabilities: $8,736,715

The petitions were signed by Kenneth R. Liabenow, vice president.

K&D Industrial Services Holding lists Operating Engineers Local 324
as its sole unsecured creditor holding a claim of $3,369,495.

A copy of K&D Industries, Inc.'s list of 20 largest unsecured
creditors is available for free at:

          http://bankrupt.com/misc/mieb19-43825_creditors.pdf

A full-text copy of K&D Industrial Services Holding's petition is
available for free at:

          http://bankrupt.com/misc/mieb19-43823.pdf

A full-text copy of K&D Industries, Inc.'s petition is available
for free at:

          http://bankrupt.com/misc/mieb19-43825.pdf


KOSMOS ENERGY: S&P Rates New $600MM Sr. Unsec. Notes Due 2026 'BB-'
-------------------------------------------------------------------
S&P Global Ratings on March 14 assigned its 'BB-' issue-level
rating and '2' recovery rating to the proposed $600 million senior
unsecured notes due 2026 that will be issued by U.S.-based oil and
gas exploration and production company Kosmos Energy Ltd. The '2'
recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 80%) recovery to creditors in the event
of a payment default. The notes are guaranteed by the company's
U.S. operating subsidiaries on an unsecured basis and by certain
international operating subsidiaries on a subordinated basis.  

S&P expects the company to use the proceeds from these notes to
refinance its 7.875% senior secured notes due 2021 ($525 million
outstanding), as well as pay down amounts outstanding on its
revolving credit facility ($325 million as of Dec. 21, 2018) and
fees and expenses.  

S&P's 'B+' issuer credit rating and stable outlook remain
unchanged.  

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P assumes Kosmos' $1.7 billion reserve-based revolver is
fully covered by the assets pledged (the Ghana and Equatorial
Guinea assets), generating neither a deficiency claim nor providing
excess value to Kosmos in the event of hypothetical default.

-- S&P assumes the new unsecured notes will rank pari passu with
the company's $400 million unsecured revolving credit facility
maturing in 2022 (unrated).

-- The unsecured notes will be guaranteed on a senior unsecured
basis by Kosmos' U.S. operating subsidiary, which holds the
recently acquired assets from Deep Gulf Energy, and on a
subordinated basis by certain operating subsidiaries that hold the
company's producing assets in Ghana and Equatorial Guinea.

-- S&P values the Gulf of Mexico reserves on a PV10 basis at $890
million before 7% administration expenses.

-- S&P assumes the $400 million revolver would be 85% drawn at the
time of default, in line with our recovery methodology.

-- S&P assumes proceeds from the new unsecured notes will be used
to fully repay the $525 million in senior secured notes due 2021.

Simulated default assumptions

-- S&P's hypothetical default is in 2023, resulting from a severe
decline in oil prices. Kosmos Energy Ltd. is a U.S.-based issuer.

-- Jurisdiction/jurisdiction ranking assessment: U.S./Group A

Simplified waterfall

-- Total value available to senior unsecured notes and $400
million revolving credit facility: $805 million

-- Total debt claims: $980 million

    --Recovery range: 70%-90% (rounded estimate: 80%)

Note that if the amount of new debt issued exceeds $800 million,
our recovery expectation could drop below 70%, which would likely
lead to a revision of our recovery rating.  

  RATINGS LIST

  Kosmos Energy Ltd.
   Issuer Credit Rating               B+/Stable/--

  Ratings Assigned
  Kosmos Energy Ltd.
   Senior Unsecured
    $600 mil. notes due 2026          BB-
     Recovery Rating                  2(80%)


LE DIETRICH: $601K Sale of Kendallville Properties to Miller Okayed
-------------------------------------------------------------------
Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern
District of Indiana authorized L.E. Dietrich, Inc.'s private sale
to Austin Miller/Tire Star (i) of the real property commonly known
as 1587 West North Street, Kendallville, Indiana and related
personal property for $593,500; and (ii) of the related customer
list for $7,500.

The sale is free and clear of liens, with liens to attach to
proceeds.

The Debtor is authorized to pay customary and necessary costs of
closing of the sale of the real estate, including a prorated
portion of real estate taxes, commissions for the realtor and all
other reasonable, necessary and customary costs of closing.

The 14-day stay provided for under Bankruptcy Rule 6004(h) is
waived so the parties may proceed to the sale.

                       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.


LIFE SETTLEMENTS: April 17 Auction of Substantially All Assets Set
------------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized the revised bidding procedures of Life
Settlements Absolute Return I, LLC and Senior LS Holdings, LLC in
connection with the sale of substantially all assets to The
Settlement Group, Inc. for $6 million, pursuant to the TSG Purchase
and Sale Agreement executed on Feb. 19, 2019, subject to overbid.

A break-up fee plus expense reimbursement is allowed and granted as
an administrative expense to the Proposed Purchaser in an amount
not to exceed $300,000, and subject to invoices being presented and
subject to review pursuant to the terms of the Bid Procedures
Order.  A break-up fee plus expense reimbursement is also allowed
and granted as an administrative expense to BPCP Life Settlement
LLC ("BPCP") in an amount not to exceed $300,000, and subject to
invoices being presented and subject to review pursuant to the
terms of the Order.  The Proposed Purchaser and/or BPCP will file a
notice with the Court of the amount of its Break-Up Fee and Expense
Reimbursement, including any and all supporting documents, by April
18, 2019.

The Proposed Purchaser and BPCP may seek to have the Break-Up Fee
and Expense Reimbursements paid as part of any closing on the sale
of the Property, or otherwise pursuant to 11 U.S.C. Section 506(c)
or any such other applicable means.

The Office of the United States Trustee and the creditors of the
Debtors will have the opportunity to object to expenses for which
payment is sought via the Break-Up Fee and Expense Reimbursements
by filing an objection within 10 days, after documentation of such
expenses is filed, but in all cases prior to the Sale Hearing.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: April 12, 2019, at 5:00 p.m. (ET)

     b. Initial Bid: Any Qualifying Bid will provide sufficient
cash to pay, in full, at closing, an amount equal to or greater
than the aggregate of (a) the consideration offered for the
Property in the Purchase and Sale Agreement, plus (b) the Break-Up
Fee and Expense Reimbursements (i.e., $600,000), plus (c) $100,000.
For the avoidance of doubt, all subsequent bids submitted by the
Proposed Purchaser or BPCP will be credited $300,000 to account for
their own Break-Up Fee and Expense Reimbursement.

     c. Deposit: $250,000

     d. Auction: The Auction will take place on April 17, 2019 at
9:00 a.m.(ET), at the offices of Nelson Mullins Riley & Scarborough
LLP, 104 South Main Street, Suite 900, Greenville, SC 29601.   If,
however, no Qualifying Bid is received by the Bid Deadline, then
the Auction will not be held, and the Debtors will designate the
Proposed Purchaser as the Prevailing Purchaser and seek Bankruptcy
Court approval of the Purchase and Sale Agreement.

     e. Bid Increments: $100,000

     f. Sale Hearing: April 30, 2019 at 10:30 a.m. (ET)

     g. Objection Deadline: April 23, 2019 at 4:00 p.m. (ET)

Five days after entry of the Order, the Debtors will cause the
Notice of Auction and Sale Hearing and this Order to be sent by
first-class mail postage prepaid to all parties that were served
with the Sale Motion.   No later than five days after the entry of
the Order, the Debtors are instructed to contact all parties known
or reasonably believed to have expressed an interest in acquiring
some or all of the Property within the last 12 months.

Five business days after the entry of the Order, the Debtors will
serve the Notice of Assumption and Assignment on all non-debtor
parties to the Designated Executory Contracts.  The Cure/Assignment
Objection must be filed no later than three days before the
Auction.

Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7062, 9014, or otherwise, the terms and
conditions of this order will be immediately effective and
enforceable upon its entry, and no automatic stay of execution will
apply to the Order.

A copy of the Agreement, the Bidding Procedures and the Notice
attached to the Order is available for free at:

    http://bankrupt.com/misc/Life_Settlements_311_Order.pdf

            About Life Settlements Absolute Return I

Life Settlements Absolute Return I, LLC and Senior LS Holdings,
LLC, are privately held companies that purchase life insurance
policies from policy holders.  Their principal assets are located
at 6th and Marquette Minneapolis, MN 55479.  The Attilanus Fund I,
L.P., owns 100% equity interest in Life Settlements Absolute.

Affiliates, Life Settlements Absolute Return I, LLC and Senior LS
Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del.
Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017.

In the petitions signed by Robert J. Davey, III,
secretary/treasurer, Life Settlements estimated $10 million to $50
million in assets and $100 million $500 million in liabilities; and
Senior LS estimated $10 million to $50 million in assets and under
$50,000 in liabilities.  The cases are assigned to Judge Mary F.
Walrath.

Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins
Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott
Davis, LLC, is the accountant.


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

A hearing on the Motion was held on Feb. 28, 2019 at 2:00 p.m.

The Bidding Procedures are approved in their entirety.

The APA is approved.

The sale will be free and clear of all Claims.

The provisions of the Order are non-severable and mutually
dependent on each other.

The Order will be effective immediately upon entry.  The stay set
forth in Bankruptcy Rule 6004(h) will not apply with respect to the
Order.  

                     About Live Oak Holding

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

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

The case is assigned to Judge Laura S. Taylor.  

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

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

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


MARITECH ATM: Case Summary & 18 Unsecured Creditors
---------------------------------------------------
Debtor: Maritech ATM, LLC
           dba Maritech Solutions
        1 Pennval Road
        Woodbridge, NJ 07095

Business Description: Maritech ATM is family owned and operated
                      company in Woodbridge, New Jersey,
                      that provides ATM services.  The Company
                      offers different plans to allow New Jersey
                      business owners of all sizes to customize
                      the type of ATM that will best meet their
                      needs.  An involuntary Chapter 11 case was
                      filed against the Debtor on Feb. 26, 2019
                      (Bankr. D.N.J. Case No. 19-13935) by
                      creditors Garry Capko, Michael Capko, and
Safe
                      and Sound Armed Courier, Inc.

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Case No.: 19-15212

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Warren J. Martin, Jr., Esq.
                  PORZIO, BROMBERG & NEWMAN, P.C.
                  100 Southgate Parkway
                  Morristown, NJ 07962-1997
                  Tel: (973) 889-4006
                       (973) 538-4006
                  Fax: (973) 538-5146
                  E-mail: wjmartin@pbnlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francis Perez, manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:

             http://bankrupt.com/misc/njb19-15212.pdf


MARRONE BIO: Ardsley Advisory Reports 13.57% Stake as of Feb. 12
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Marrone Bio Innovations, Inc. as of Feb. 12,
2019:

                                         Shares      Percentage
                                      Beneficially  of Outstanding
  Reporting Person                        Owned        Shares
  ----------------                    ------------  --------------
Ardsley Advisory Partners LP           15,656,580      13.57%
Ardsley Advisory Partners GP LLC       15,656,580      13.57%
Philip J. Hempleman                    15,656,580      13.57%
Ardsley Partners I GP LLC              15,656,580      13.57%
Ardsley Partners Fund II, L.P.            595,300       0.54%
Ardsley Partners Advanced
Healthcare Fund, L.P.                  1,189,700       1.07%
Ardsley Partners Renewable             
Energy Fund, L.P.                     13,821,580      11.91%
Ardsley Duckdive Fund, L.P.                50,000       0.05%

The principal business of Ardsley Advisory Partners LP is serving
as investment manager to certain private investment funds,
including Fund II, Healthcare Fund, Renewable Energy Fund and
Duckdive Fund, and to make investment decisions on behalf of these
private investment funds.  The Principal business of Ardsley
Advisory Partners GP LLC is serving as the general partner of the
Advisor.  The principal business of the General Partner is serving
as the general partner of certain limited partnerships, including
Fund II, Healthcare Fund, Renewable Energy Fund, and the Duckdive
Fund.  Mr. Philip Hempleman serves as managing member of the
Advisor and the General Partner.  The principal business of Fund
II, Healthcare Fund, Renewable Energy Fund and Duckdive Fund is
serving as private investment limited partnerships.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/5lYowy

                 About Marrone Bio Innovations

Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment.  MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields.  Supported by a robust portfolio
of over 400 issued and pending patents around its superior natural
product chemistry, MBI's currently available commercial products
are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.

The Company incurred a net loss of $30.92 million in 2017 and a net
loss of $31.07 million in 2016.  As of Sept. 30, 2018, Marrone Bio
had $50.54 million in total assets, $32.49 million in total
liabilities, and $18.04 million in total stockholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2008, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company's historical
operating results and negative working capital indicate substantial
doubt exists about the Company's ability to continue as a going
concern.


MARRONE BIO: Incurs $8 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Marrone Bio Innovations Inc. has provided its financial results for
the fourth quarter and full year ended Dec. 31, 2018.

Q4 2018 Financial Highlights

   * Revenues in the fourth quarter of 2018 improved by 72 percent

     to $5.7 million, compared with $3.3 million in the fourth
     quarter of 2017, primarily because of higher sales of the
     Venerate product family.

   * The beneficial mix effect of increased sales of the Venerate
     product family in the fourth quarter of 2018 also increased
     gross margins significantly to a record 50.5 percent,
     compared with 46 percent in the fourth quarter of 2017.

   * Operating expenses were $8.3 million in the fourth quarter of
     2018, compared with $6.6 million in the fourth quarter of
     2017, and reflected the investment in the sales and marketing

     organization.

   * Net loss in the fourth quarter of 2018 was $8.0 million, or
     $(0.07) per share, compared with a net loss of $7.4 million,
     or $(0.24) per share, in the fourth quarter of 2017.

   * Cash used in operations for the quarter was $2.8 million,
     down from $6.6 million in the fourth quarter of 2017.

FY 2018 Financial Highlights

  * Revenues grew to $21.2 million in 2018, a 17 percent increase
    compared with $18.2 million in 2017, as sales of the current
    portfolio of products expanded both with current customers and

    across new crops and geographies.

  * Gross margins expanded to 48.6 percent in 2018, compared with
    42 percent in 2017, reflecting a favorable mix effect from
    higher sales of the Venerate product family.

  * Full-year operating expenses were $29.8 million in 2018,
    compared with $30.6 million of operating expenses in 2017.

  * Net loss improved by $10.7 million to a loss of $20.2 million,

    or $(0.20) per share, reflecting revenue growth and higher
    gross margins.

  * Net loss for fiscal year 2018 was affected by several
    revisions to other income (expense), as related to the benefit
    of lower interest expense as well as the one-time effect of
    changes in the fair value of financial instruments and the
    gain and loss on extinguishment of debt.  In particular, the
    revision related to the accounting assessments for the
    Company's February 2018 financing transactions.  The net
    effect of the change is a decrease in other income and expense

    of $2.3 million, and an increase in net loss by the same
    amount.  This non-cash change does not affect operating
    results.

  * Cash used in operations was $19.6 million in 2018, down from
    $21.1 million in 2017.

Management Commentary

"We not only stabilized our commercial operations and financial
footprint in fiscal year 2018, but we did so as we grew revenues
and expanded gross margins," said Dr. Pam Marrone, chief executive
officer of Marrone Bio Innovations.  "As we move forward in 2019,
we are focused on three key deliverables: One, portfolio
optimization; two, market expansion; and three, accelerated
innovation.  We see 2019 as a pivotal year as the groundwork we've
put in place -- technically, commercially and financially -- comes
to fruition with continued substantial revenue growth, which also
sets the stage for growth in 2020 and beyond."

"Marrone Bio's technical successes are complemented by a
disciplined approach to capitalizing our product pipeline,
launching our commercial products and improving our manufacturing
efficiencies, all while investing our cash strategically and
judiciously," she added.  "Coupled with last year's financing
transactions, we are well positioned as the commercial leader in
biologically based agricultural solutions."

Q4 2018 Operational Highlights

   * Launched TerraConnect, a new global biological soil-applied
     and seed-treatment platform, delivering growers high-
     performance products as well as a broad range of valuable
     tools to improve and protect crops.

   * Expanded MBI's international distribution network through a
     new agreement with Hop Tri Investment Corporation in Vietnam
     and Cambodia, with AMC/Agrimatco in Turkey for Grandevo,
     Majestene and/or Regalia and with Kyung Nong Corporation for
     Majestene and Venerate in South Korea.

   * Received notice of allowance from the U.S. Patent and
     Trademark Office for claims covering MBI-110 bacterium, the
     active ingredient in Stargus and Amplitude biofungicides,
     together covering nearly all potential commercial
     embodiments.

   * MBI-110 Biofungicide (Stargus) and Haven Sun Protectant
     approved for sale in Canada for use in fruits and vegetables
     (Stargus) and fruits, vegetables and nuts (Haven).

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

                       https://is.gd/zUFSoS

                  About Marrone Bio Innovations

Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment.  MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields.  Supported by a robust portfolio
of over 400 issued and pending patents around its superior natural
product chemistry, MBI's currently available commercial products
are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.

The Company incurred a net loss of $30.92 million in 2017 and a net
loss of $31.07 million in 2016.  As of Dec. 31, 2018, Marrone Bio
had $46.56 million in total assets, $33.63 million in total
liabilities, and 12.93 million in total stockholders' equity.

The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2008, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company's historical
operating results and negative working capital indicate substantial
doubt exists about the Company's ability to continue as a going
concern.



MASTEC INC: Moody's Affirms 'Ba3' Sr. Unsecured Debt Rating
-----------------------------------------------------------
Moody's Investors Service affirmed all ratings of MasTec, Inc.,
including the Ba3 senior unsecured debt rating. The rating outlook
is stable.

The following rating actions were taken:

Affirmations:

Issuer: MasTec, Inc.

  - Corporate Family Rating, Affirmed Ba2

  - Probability of Default Rating, Affirmed Ba2-PD

  - Speculative Grade Liquidity Rating, Affirmed SGL-2

  - Senior Unsecured Notes, Affirmed Ba3 to (LGD4) from (LGD5)

  - Outlook, Remains Stable

RATINGS RATIONALE

MasTec's ratings are supported by favorable fundamentals in its end
markets that will continue to support investment in communication
networks, pipelines, the electrical grid and renewable energy.
Demand for increased data capacity, and in particular the
deployment of the 5G wireless network, has created the need for
accelerated fiber infrastructure investment. In addition, decades
of under-investment in the electrical grid and pipeline
infrastructure has, and will continue, to create considerable
demand for construction services. The rating is further supported
by the company's conservative balance sheet and solid credit
metrics for its rating category, including Debt/EBITDA of 3.0x and
EBITA Interest Expense of 2.8x as of year-end 2018. MasTec has
ample liquidity that consists of internally generated cash flow and
a $1.1 billion revolving line of credit, which was approximately
50% drawn at year-end 2018 and expires in February of 2022. Debt
maturities over the next three years are negligible and reflect
term loan amortization and capital lease obligations.

These factors are counterbalanced by cyclicality inherent in the
company's end markets, particularly the oil and gas sector which
represented approximately 50% of revenues in 2018. In addition,
MasTec has a material concentration of sales from three customers
that represented 57% of sales as of year-end 2018, although this
risk is somewhat mitigated by the fact that the sales are spread
out among various projects both in the communications and oil and
gas segments.

The stable outlook is based on expectations that the company will
continue to maintain well-balanced financial policies, with
Debt/EBITDA trending towards 2.5x, and a good liquidity profile.

Moody's could upgrade MasTec's ratings should the company continue
to grow profitably such that total revenues approaches $10 billion.
In addition, an upgrade would be predicated on debt/EBITDA levels
below 2.5x and EBITA/interest expense above 5.0x.

The ratings could be downgraded if MasTec experiences a substantial
decline in earnings or the loss of a key customer, in addition to
free cash flow turning negative on a sustained basis. A downgrade
is also possible should debt/EBITDA levels exceed and be sustained
above 4.5x or EBITA coverage of interest expense approaching 2.25
times on a sustained basis. Negative ratings pressure would occur
should the company engage in excessive share repurchase activity.

The principal methodology used in these ratings was Construction
Industry published in March 2017.

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
infrastructure construction company operating mainly throughout
North America across a range of industries. The company reported
revenues of approximately $6.9 billion for the twelve month period
ended December 31, 2018.


MELINTA THERAPEUTICS: FMR LLC Has 5.13% Stake as of Feb. 13
-----------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission on Feb. 13, 2019, that
they beneficially own 2,873,764 shares of common stock of Melinta
Therapeutics, which constitutes 5.129% of the shares outstanding.
Abigail P. Johnson is a director, the chairman and the chief
executive officer of FMR LLC.  A full-text copy of the regulatory
filing is available for free at: https://is.gd/KtWcqe

                  About Melinta Therapeutics

New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria.  The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.

Melinta reported a net loss available to common shareholders of
$157.19 million for the year ended Dec. 31, 2018, compared to a net
loss available to common shareholders of $78.17 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, Melinta had $441.59
million in total assets, $251.52 million in total liabilities, and
$190.06 million in total shareholders' equity.

Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2018.  The
auditors noted that the Company's recurring losses from operations
and its need to obtain additional capital raise substantial doubt
about its ability to continue as a going concern.


MELINTA THERAPEUTICS: Stonepine Capital is No Longer a Shareholder
------------------------------------------------------------------
Stonepine Capital Management, LLC, Stonepine Capital, L.P., Jon M.
Plexico, and Timothy P. Lynch disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of Dec. 31,
2018, they have ceased to beneficially own shares of common stock
of Melinta Therapeutics.

Stonepine Capital Management, LLC is the general partner and
investment adviser of investment funds, including Stonepine
Capital, L.P.  Mr. Plexico and Mr. Lynch are the control persons of
the General Partner.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/w8pj4R

                  About Melinta Therapeutics

New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria.  The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.

Melinta reported a net loss available to common shareholders of
$157.19 million for the year ended Dec. 31, 2018, compared to a net
loss available to common shareholders of $78.17 million for the
year ended Dec. 31, 2017.  As of Dec. 31, 2018, Melinta had $441.59
million in total assets, $251.52 million in total liabilities, and
$190.06 million in total shareholders' equity.

Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2018.  The
auditors noted that the Company's recurring losses from operations
and its need to obtain additional capital raise substantial doubt
about its ability to continue as a going concern.


MESOBLAST LIMITED: Capital Research Is No Longer a Shareholder
--------------------------------------------------------------
Capital Research Global Investors, a division of Capital Research
and Management Company, reported in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, it has
ceased to beneficially own ordinary shares of Mesoblast Limited.  A
full-text copy of the regulatory filing is available for free at
https://is.gd/qHonSd

                         About Mesoblast

Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines.  The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching.  Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).

Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017.  As of Dec. 31,
2018, the Company had US$688.33 million in total assets, US$163.77
million in total liabilities, and US$524.55 million in total
equity.

PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended June
30, 2018.  The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


MESOBLAST LIMITED: Will be Featured at Two Upcoming Conferences
---------------------------------------------------------------
Mesoblast Limited will be featured at two investor conferences in
March:

  * Oppenheimer 29th Annual Healthcare Conference in New York on
    Wednesday, March 20, 2019 at 1:00 p.m. ET.

  * The Alliance for Regenerative Medicine's Seventh Annual Cell &

    Gene Therapy Investor Day in New York on Thursday, March 21,
    2019 at 4:15 p.m. ET.

                         About Mesoblast

Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines.  The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching. Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).

Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017.  As of Dec. 31,
2018, the Company had US$688.33 million in total assets, US$163.77
million in total liabilities, and US$524.55 million in total
equity.

PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended  June
30, 2018.  The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


MILE HIGH CONTRACTING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Mile High Contracting, Inc.
        5568 South 300 West
        Murray, UT 84107
        Tel: 801-706-7463

Business Description: Mile High Contracting, Inc., is a utility
                      system contractor in Murray, Utah.

Chapter 11 Petition Date: March 15, 2019

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Case No.: 19-21605

Judge: Hon. Joel T. Marker

Debtor's Counsel: Stephen D. Spencer, Esq.
                  SPENCER LAW OFFICE PLLC
                  5568 South 300 West
                  Murray, UT 84107
                  Tel: (801) 706-7463
                  E-mail: steve@stevespencerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Deric M. Shelley, president.

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

     http://bankrupt.com/misc/utb19-21605_creditors.pdf

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

          http://bankrupt.com/misc/utb19-21605.pdf


MISSION COAL: Authorized to Reject Collective Bargaining Agreements
-------------------------------------------------------------------
Bankruptcy Judge Tamara O. Mitchell issued an order granting
Debtors Mission Coal Company and affiliates motion for entry of an
order authorizing, but not directing, the Debtors to (A) Reject
their Collective Bargaining Agreements, (B) Modify Certain
Union-Related Retiree Benefits, and (C) Implement Terms of Their
Section 1113 and Section 1114 Proposal, and (II) Granting Related
Relief.

Mission Coal Company, LLC was formed on Jan. 31, 2018, through a
reorganization that combined and consolidated the operations of
Seneca Coal Resources, LLC, and its wholly-owned subsidiaries, and
Seminole Coal Resources, LLC, and its wholly-owned subsidiaries.

Oak Grove Resources, LLC, and Pinnacle Mining Company, LLC, each
subsidiaries of Seneca, own metallurgical coal mines, and are each
parties to substantially similar collective bargaining agreements
with the United Mine Workers of America (the "UMWA"), which
represents miners employed at the Mines.

Internal and external factors, such as rail and port disruptions
and adverse mining and geological conditions, as well as the
enormous capital infusions required to update and operate the Mines
led to a liquidity crisis rendering the Debtors incapable of
meeting their obligations.

After failed attempts to restructure out of court commencing these
chapter 11 Cases. To fund these chapter 11 Cases and their
operations, the Debtors entered into the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, dated as of
October 16, 2018 (the "DIP Facility"), with their first lien
creditors. At the time the Debtors filed for chapter 11 protection,
the Debtors had only $54,000 of cash on hand, and the DIP Facility
was the Debtors’ only option if the Debtors were to continue
operating the Mines; absent the DIP Facility, the Debtors would
have ceased operations and liquidated, and all employees would have
lost their jobs.

The DIP Facility mandates that the Debtors conduct a process for
the sale of substantially all of the Debtors' assets including, but
not limited to, the Mines. To that end, the Debtors have been
conducting a sales process, for which the deadline to submit bids
passed on Feb. 13, 2019.

No potential buyer, including the DIP Lenders who submitted an
opening bid for the Debtors' assets in the form of a proposed asset
purchase agreement is willing to take the Debtors' assets subject
to the legacy and labor costs imposed by the collective bargaining
agreements.

Accordingly, pursuant to sections 1113 and 1114 of the Bankruptcy
Code, and in accordance with the DIP Milestones, the Debtors are
seeking authorization, but not direction, to reject their
collective bargaining agreements to eliminate the successorship
provisions and to implement their final proposal pursuant to which,
upon the closing of the proposed sale, the Debtors will terminate
their retiree benefit obligations and any other obligations
remaining under the collective bargaining agreements.

The Debtors are party to: (a) a collective bargaining agreement
dated April 27, 2018, between Oak Grove Resources, LLC, and the
UMWA and (b) a collective bargaining agreement dated April 27, 2018
between Pinnacle Mining Company, LLC, and the UMWA.

In addition, the Debtors owe retiree benefits to certain former
employees as well as their spouses and dependents.

After careful consideration of the facts presented, the Court finds
that the sale of the Mines is necessary to preserve jobs and avoids
value-destructive liquidation for all creditors. And in order to
consummate a sale, it is necessary that the Debtors receive
authority to reject and modify their CBAs and other Retiree
Benefits. Even though this Court fully appreciates the enormous
potential hardship on many, the Court must follow the law and, in
doing so, must decide what is best for all creditors and parties,
including union and non-union employees, vendors, administrative
expense claimants, and the community. While the UMWA appears
willing to risk any sale by insisting that the Court deny the
Section 1113/1114 Motion, the Court is not in a position to do so.
This Court must assume the terms of the proposed bids are firm and
that if any condition is not met, there will be no sale. This court
finds that maintaining the coal operations as a going concern,
keeping the Mines open, offering future job opportunities, and
continuing to be a productive member of the business community all
require this Court to overrule the UMWA and the UMWA Funds'
objections.

This result is based on the Court's conclusion that the (1) Debtors
are out of time to close a sale; (2) any potential buyer will not
close the sale unless all the conditions are met, including
rejection of the CBAs and elimination of any liability for the UMWA
Funds; and (3) based on the statutory and substantial case law
cited: (a) the elimination of collective bargaining agreement
obligations is not new or novel in bankruptcy cases; and (b) there
is substantial and persuasive case law to support a potential
buyer's conditions regarding the collective bargaining agreements
and related obligations. The relief sought in the Debtors' Section
1113/1114 Motion pursuant to 11 U.S.C. sections 1113 and 1114 is
granted.

A copy of the Court's Memorandum Opinion and Order dated March 1,
2019 is available at:

      http://bankrupt.com/misc/alnb18-04177-11-902.pdf

                About Mission Coal Company

Mission Coal Company LLC and its subsidiaries are engaged in the
mining and production of metallurgical coal, also known as "met"
coal, which is a critical component of the steelmaking process.
The Company is headquartered in Kingsport, Tennessee and operate
subterranean, surface, and longwall mining complexes in West
Virginia and Alabama.  The Company employs 1,075 individuals on a
full-time or part-time basis.

Mission Coal and 10 of its subsidiaries filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No.
18-04177.  In the petition signed by CRO Kevin Nystrom, Mission
Coal estimated assets and liabilities of $100 million to $500
million.

Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq., of Christian &
Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland,
Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP, serve as counsel to the
Debtors.  The Debtors also tapped Jefferies LLC as investment
banker, Zolfo Cooper  LLC as financial advisor, and Omni Management
Group as notice and claims agent.

On Oct. 25, 2018, the Bankruptcy Administrator for the Northern
District of Alabama appointed the Official Committee of Unsecured
Creditors.  The Committee retained Lowenstein Sandler LLP, as
counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local
counsel; and Berkeley Research Group, LLC, as financial advisor.


MUSCLEPHARM CORP: Will Amend its Third Quarter 2018 Form 10-Q
-------------------------------------------------------------
The Audit Committee of the Board of Directors of MusclePharm
Corporation has concluded that the Company's previously issued
unaudited condensed consolidated financial statements for the three
and nine months ended Sept. 30, 2018 should no longer be relied
upon because of errors.  Additionally, the Company's earnings and
press releases and similar communications to the extent that they
relate to its financial statements for the Restated Periods should
no longer be relied upon.

Specifically, during the preparation of the 2018 annual
consolidated financial statements, the Company determined that the
systems, processes and controls related to sales cut off were not
sufficient to accurately record revenue in the correct reporting
period.  As a result, the Company identified errors, relating to
revenue, cost of revenue, inventory and accounts receivable, which
resulted in the overstatement of revenue and expenses for the
Restated Periods as well as corresponding balance sheet accounts as
of Sept. 30, 2018.  The errors described above were material to the
Restated Periods and will be corrected in the restatement of our
financial statements for the Restated Periods.

The Company plans to restate its unaudited condensed consolidated
financial statements for the Restated Periods by filing an amended
Form 10-Q for the period ended Sept. 30, 2018.  It was determined
that similar errors existed in the quarter ended June 30, 2018, but
the impact was not deemed material to that period.  The Company
expects that certain amounts in the condensed consolidated
financial statements for the Restated Periods, which will be
included in the Amended Form 10-Q, will differ from the amounts
reported in the original filing.  Revenue, net, as restated, for
the nine-month period ended Sept. 30, 2018 is expected to be in a
range of approximately $74 million to $76 million.  Cost of
revenue, as restated, for the nine-month period ended Sept. 30,
2018 is expected to be in a range of approximately $51 million to
$53 million.  Net loss, as restated, for the nine-month period
ended Sept. 30, 2018 is expected to be in a range of approximately
$6 million to $8 million.  The restatement effects are preliminary
and subject to further assessment prior to the filing of the
Amended Form 10-Q.  Accordingly, actual amounts may not be within
the ranges indicated above and any such differences could be
material.

In addition, as a result of the foregoing errors, the Company has
determined that there was a material weakness in internal control
over financial reporting related to its sales cut off procedures.

The Company's management has re-evaluated its assessment of the
Company's disclosure controls and procedures and internal control
over financial reporting as of Sept. 30, 2018 and concluded that
each was ineffective as of that date due to the existence of the
foregoing material weakness.  As part of the Company's Amended Form
10-Q, the Company will update and reflect the change in
management's conclusion regarding the effectiveness of its
disclosure controls and procedures and internal control over
financial reporting as of Sept. 30, 2018.  As a result, the Company
will not file its Form 10-K for the year ended Dec. 31, 2018 until
after the filing of the Amended Form 10-Q.  The Company currently
expects to file its Form 10-K on a timely basis; however, there can
be no assurance that it will be able to do so.

The Audit Committee has discussed these matters with Plante & Moran
PLLC, its independent registered public accounting firm.

                        About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements.  Its portfolio of
recognized brands includes MusclePharm Sport Series, Essential
Series and FitMiss, as well as Natural Series, which was launched
in 2017.  These products are available in more than 100 countries
worldwide.  MusclePharm is an innovator in the sports nutrition
industry with clinically proven supplements that are developed
through a six-stage research process utilizing the expertise of
leading nutritional scientists, physicians and universities.

MusclePharm incurred a net loss of $10.97 million in 2017 compared
to a net loss of $3.47 million in 2016.  As of Sept. 30, 2018, the
Company had $28.34 million in total assets, $45.82 million in total
liabilities, and a total stockholders' deficit of $17.47 million.


NAVISTAR INT'L: Fitch Hikes IDRs to 'B', Outlook Stable
-------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) for
Navistar International Corporation (NAV), Navistar, Inc., and
Navistar Financial Corporation (NFC) to 'B' from 'B-'. The Rating
Outlook is Stable. Fitch has also upgraded the company's long term
debt ratings.

KEY RATING DRIVERS

The upgrade of NAV's ratings reflects the company's improving
financial performance, a focused operating strategy, increase in
market share, ongoing reductions in debt and leverage, and a return
to positive FCF in 2018. Debt/EBITDA as calculated by Fitch
declined to 4.6x at Oct. 31, 2018 compared with 6.9x at the end of
2017 and EBITDA margins increased to 7.9% in 2018 as calculated by
Fitch compared with 6.1% in 2017. Manufacturing cash and marketable
securities at the end of fiscal 2018 increased to nearly $1.4
billion, providing adequate financial flexibility to continue
investing in the business and fund the repayment of $411 million of
long term debt due in April 2019. Fitch expects NAV will see
further operating improvements as it continues to implement its
alliance with Traton Group. Most of NAV's legacy problems related
to its failed EGR engine strategy have been addressed, and it has
refreshed its product line of heavy, severe service and medium duty
trucks and buses which support a solid competitive position.

Stable Outlook: Fitch expects NAV's EBIT margins could be down
slightly in the near term compared with a margin of 6.4% in 2018 as
calculated by Fitch as higher sales and synergies from the Traton
alliance are offset by rising commodity costs and increased
investment in new products. The company targets further improvement
in margins over the long term. Fitch believes higher margins are
achievable but will depend on industry demand, which could be
approaching a cyclical peak, NAV's ability to realize further
increases in market share, and the status of the Traton alliance.
There could be upside to NAV's future performance compared with
Fitch's base case if strong industry growth continues beyond 2019,
the company regains market share consistently or engine and parts
revenues increase significantly.

Traton Alliance: NAV's alliance with Traton is an important
consideration as the alliance provides opportunities to realize
cost efficiencies through a procurement joint venture and
collaboration on powertrain and other technologies that is
contributing to a recovery in the share of proprietary engines used
in NAV trucks. NAV is on track to reduce annual costs by $200
million in 2022 including $500 million of cumulative cost savings
by 2022. The arrangement with Traton provides increased scale and
resources to address industry developments around technology,
electrification, autonomous vehicles and regulatory compliance that
will be important to maintaining competitiveness over the long
term. Traton is NAV's second largest shareholder and, together with
two activist investors, controls just over 50% of NAV's common
shares.

Improved Liquidity: Higher cash balances and FCF provide
flexibility to invest in the business, fund NAV's plan to repay
$411 million of maturing debt in April 2019, address pension
liabilities or fund possible adverse outcomes from pending
litigation. NAV could potentially be required to support the
financial services business, but this concern is mitigated by
leverage in the financial services business, which has lower
leverage than some other captive finance businesses and has a
receivables portfolio centered on lower-risk dealer financing.

Rating Concerns: Rating concerns include the cyclical commercial
truck market; leverage, which remains elevated although well below
previous levels; NAV's weaker financial position and scale compared
with large global peers; pricing pressure typical for the industry;
low share of proprietary engines in NAV trucks although Fitch
expects the share to increase over time; contingent liabilities
centered around litigation related to emissions compliance and
warranties for legacy engines; and a claim by the U.S. Department
of Defense (DoD) on the sale of suspension systems. The improving
trend in NAV's performance could be pressured by an eventual
downturn in industry demand for commercial trucks although Fitch
expects the impact could be mitigated by synergies related to the
Traton alliance, NAV's improved cost structure and possible future
gains in market share. Other concerns include trade risks related
to tariffs that could have a negative effect on costs or industry
demand.

Market Share: NAV's share of its traditional markets for heavy and
medium duty trucks and buses in the U.S. and Canada increased to
17% in fiscal 2018 compared with a low of 16% in 2016. NAV's market
share is below historical levels and well behind NAV's largest
competitors. NAV's market share recovery has been slow, but future
gains are possible as a result of the company's updated product
line, the introduction of the A26 12.4 liter engine in 2017 that
has supported truck sales, and the Traton alliance that should
strengthen NAV's long-term capabilities with respect to new
technologies and customer service. NAV continues to generate high
margins in its parts business, which also mitigates the impact of
cyclical industry demand for commercial trucks.

Strong Orders: In 2018, unit orders in NAV's total core markets
increased 75% and the backlog increased 191%, consistent with
strong industry conditions and the increase in NAV's market share.
There is a risk of a cyclical downturn, but Fitch believes the
impact would be reduced by past restructuring and NAV's exit from
non-core businesses that improve operating efficiency. NAV sold 70%
of its defense business at the end of calendar 2018, further
increasing its focus on commercial trucks.

Positive FCF: FCF in 2018 was positive for the first time in
several years and slightly larger than originally anticipated by
Fitch, reflecting high sales growth across the industry and NAV's
lower cost structure following extensive restructuring and a focus
on its truck and parts businesses. Fitch expects FCF in 2019 will
decline, but remain positive, due to higher engineering costs and
capital expenditures as NAV continues to implement its alliance
with Traton that includes a fully integrated powertrain and actions
to grow the parts businesses.

Cash requirements continue to be elevated for pension contributions
and warranty spending in excess of expense. Pension contributions
totaled $132 million in 2018 to the company's funded plans. NAV
estimates it will contribute $140 million to its funded pension
plans in 2019 ($131 million was contributed in the first quarter)
and $175 million to $200 million annually from 2020 through 2022.
The net pension obligation was $1.2 billion (65% funded) at Oct.
31, 2018. NAV has purchased annuity contracts for a portion of its
pension plan that should reduce long-term risk around future
contributions to the plan.

Litigation: Litigation risks include a lawsuit by the U.S.
Department of Justice (DOJ), which is seeking penalties of up to
$291 million on behalf of the U.S. Environmental Protection Agency
related to NAV's use of engines during 2010 that did not meet
emissions standards. Separately, the DOJ is also seeking $264
million related to a claim that NAV overcharged the U.S. Department
of Defense on the sale of suspension systems during 2009-2010. In
the event of adverse outcomes in these or other cases, large
payments would slow NAV's progress toward reducing debt and
leverage. However, Fitch expects the timing of any payments could
be delayed in a lengthy litigation process. Other litigation
includes class action lawsuits concerning NAV's discontinued
advanced EGR engines.

Captive Support: Under its criteria for rating non-financial
corporates, Fitch calculates an appropriate debt/equity ratio of 3x
at Financial Services based on asset quality as well as funding and
liquidity. Actual debt/equity at Financial Services as measured by
Fitch, including intangible assets, was 3.5x as of Jan. 31, 2019.
As a result, Fitch calculates a pro forma equity injection of
approximately $77 million would be needed to reduce debt/equity to
3x at Financial Services. Fitch assumes NAV would fund its equity
injection through the use of available cash or debt.

NAVISTAR FINANCIAL CORPORATION

Fitch believes NFC is core to NAV's overall franchise, thus the IDR
of the finance subsidiary is equalized with, and directly linked to
that of its ultimate parent. The view that the subsidiary is core
is supported by shared branding and the close operating
relationship with and importance to NAV, as substantially all of
NFC's business is connected to the financing of dealer inventory
and trucks sold by NAV's dealers. The relationship is formally
governed by the Master Intercompany Agreement, as well as a
provision referenced within NFC's credit agreement requiring NAV to
own 100% of NFC's equity at all times.

Beyond these support-driven considerations, Fitch also considers
NFC's improved operating performance and solid asset quality, which
are counterbalanced by elevated leverage levels relative to
stand-alone finance companies, although leverage is consistent with
other captive finance companies.

NFC's profitability metrics have improved in the past year with
revenue increasing 58% during the first quarter of fiscal 2019
compared with the same period in 2018 while expenses rose 28% over
the same period. The increase in revenue was primarily due to
higher average portfolio balances and interest rates, in addition
to interest income received on an intercompany loan, which was
approximately 8.7% of total revenue in first-quarter 2019 (1Q19).
Revenue growth and expense controls combined to drive pretax income
up 132% year over year. The annualized pretax return on average
assets increased to 4.1% in 1Q19; up from 2.6% in 1Q18.

Asset quality metrics at NFC continue to be strong, with net charge
offs and provision expense remaining negligible. NFC continues to
focus on the wholesale portfolio, which historically has
experienced lower loss rates compared with the retail portfolio.
Delinquencies of 90 days or more as a percentage of finance
receivables were 0.03% as of Jan. 31, 2019, which were flat with a
year ago.

NFC's leverage (debt to tangible equity) increased materially over
the past year given the issuance of a $400 million term loan in
July 2018, as only a portion of the proceeds was used to refinance
existing debt, and borrowings on the bank revolver also increased
by $143 million in the first quarter of 2019. Leverage was 4.4x at
January 31, 2019; up from 4.1x at fiscal year-end 2018 (FYE18) and
3.5x at FYE17. However, if the loan to the parent company were
classified as a dividend, the leverage ratio would be 9.6x at 1Q19,
as the balance of the loan would be deducted from equity. Fitch
believes that the company's current leverage, adjusted for the
intercompany loan, is in-line with that of other captive finance
peers in Fitch's rated universe. Fitch expects adjusted leverage to
remain at-or-near current levels as NAV continues to use NFC's
balance sheet to enhance liquidity at the parent company.

The 'B+'/'RR3' rating assigned to the senior secured bank credit
facility and the term loan B reflects Fitch's view that recovery
prospects under a default scenario for the facility are good. The
credit facility's collateral coverage covenant of 1.35x mitigates
Fitch's concerns that NFC could securitize all its remaining
unencumbered assets, leaving other senior secured lenders in a
subordinate collateral position to the company's securitizations.

DERIVATION SUMMARY

NAV has a weaker financial profile including lower margins, FCF and
liquidity than other global heavy duty truck OEMs. These factors
are important with respect to investing in the business and
managing the business through industry cycles. Several OEMs are
larger than NAV or are affiliates of global vehicle manufacturing
companies, which gives them greater access to financial and
operational resources and markets. Peers include Daimler Trucks
North America LLC (DTNA), a subsidiary of Daimler AG (A-/Stable);
AB Volvo (BBB+/Stable); PACCAR Inc. (NPR); and MAN SE and Scania
AB, which are part of Volkswagen AG's (BBB+/Stable) Traton Group.
NAV's alliance with Traton mitigates concerns about NAV's smaller
scale and weaker financial position compared with its global peers.
Seventy nine percent of NAV's consolidated revenue was located in
the U.S. and Canada in 2018, which makes it more sensitive to
industry cycles compared to competing OEMs that have greater
geographic diversification.

KEY ASSUMPTIONS

Fitch's key assumptions within the current rating case for NAV's
manufacturing business include:

  -- NAV's manufacturing revenue growth slows in 2019 as industry
demand reaches cyclically high levels. Industry demand could begin
to decline sometime after 2019;

  -- NAV's market share increases further but remains below
historical levels in the near term;

  -- FCF declines in 2019 but remains positive as steady operating
cash flow is offset by higher capex and engineering costs over the
next 1-2 years to support the Traton alliance;

  -- EBITDA margins are down slightly in 2019 but could improve
over the long term. Improvement could be slowed or reversed
temporarily if industry demand declines after 2019;

  -- NAV repays approximately $411 million of convertible debt
maturities in 2019;

  -- The alliance with Traton provides additional cost efficiencies
and supports future product development.

Recovery Analysis:

  -- The recovery analysis for NAV reflects Fitch's expectation
that the enterprise value of the company, and recovery rates for
creditors, would be maximized as a going concern rather than
through liquidation. Fitch has assumed a 10% administrative claim;

  -- The going concern EBITDA represents Fitch's estimated
post-emergence stabilized EBITDA following an industry downturn;

  -- An EBITDA multiple of 5x is used to calculate a
post-reorganization valuation, below the 6.4x median for the
industrial and manufacturing sector. The multiple incorporates
cyclicality in the heavy duty truck market, the highly competitive
nature of the heavy duty truck market and NAV's smaller size
compared with large global OEMs;

  -- Fitch assumes a fully used ABL facility, excluding a liquidity
block, primarily for standby letters of credit that could be
utilized during a distress scenario;

  -- The secured term loan is rated 'BB'/'RR1', three levels above
NAV's IDR, as Fitch expects the loan would see a full recovery in a
distressed scenario based on a strong collateral position. The
recovery zone bonds have a junior lien position behind the term
loan but are rated 'BB' as they would also be expected to see a
full recovery. The 'RR3' for senior unsecured debt reflects good
recovery prospects in a distressed scenario. The 'RR6' for senior
subordinated convertible notes reflects a low priority position
relative to NAV's other debt.

RATING SENSITIVITIES

Navistar International Corporation

Future developments that may, individually or collectively, lead to
positive rating action include:

  -- FFO-adjusted leverage declines and is consistently below 5x
compared with 5.2x at the end of fiscal 2018. Fitch estimates the
ratio could increase in the next 1-2 years while NAV incurs costs
related to its alliance with Traton;

  -- EBIT margins as calculated by Fitch are sustained above 6%;

  -- NAV's retail market share continues to improve;

  -- Litigation with the DOJ and other contingent liabilities are
resolved with little financial impact to NAV.

Future developments that may, individually or collectively, lead to
a negative rating action include:

  -- FFO-adjusted leverage is materially above 6.5x without
expectations for improvement;

  -- Manufacturing EBIT margins decline below 4%;

  -- FCF is negative;

  -- There is a material adverse outcome from litigation;

  -- The alliance with Traton is terminated;

  -- Material support is required for Financial Services.

Navistar Financial Corporation

NFC's ratings are expected to move in tandem with its parent.
Therefore, positive rating momentum will be limited by Fitch's view
of NAV's credit profile. However, negative rating actions could be
driven by a change in the perceived relationship between NFC and
its parent, particularly if Fitch no longer considers NFC to be a
core subsidiary. Additionally, a change in profitability leading to
operating losses, a material change on a sustained basis, and/or
deterioration in the company's liquidity profile could also yield
negative rating actions.

The ratings on the senior secured bank credit facility and the term
loan are sensitive to changes in NFC's IDR, as well as the level of
unencumbered balance sheet assets available in a stress scenario,
relative to outstanding debt.

Fitch does not envision a scenario where NFC would be rated higher
than the parent.

LIQUIDITY

Navistar International Corporation

Liquidity at NAV's manufacturing business as of Jan. 31, 2019
included cash and marketable securities totaling $1.2 billion,
excluding restricted cash. Liquidity includes availability under a
$125 million asset-backed lending (ABL) facility. Borrowing
capacity under the ABL is reduced by a $13 million liquidity block
and letters of credit issued under the facility. Liquidity was
offset by current maturities of manufacturing long-term debt of
$437 million that primarily included convertible notes. There are
no other large debt maturities before November 2024. NAV had
intercompany loans totaling $270 million from Financial Services
which are included by Fitch in manufacturing debt.

Navistar Financial Corporation

Fitch deems NFC's current liquidity as adequate given available
resources and the company's continued ability to securitize
originated assets, but notes that liquidity may become constrained
if the parent materially increases its reliance on NFC to finance
its sales or if NFC is unable to refinance maturing debt on
economic terms.

As of Jan. 31, 2019, NFC had $20 million of unrestricted cash,
approximately $25 million of availability under its wholesale note
funding facility (subject to collateral requirements) and $105
million available on the senior secured bank revolving facility.
The maturity date for the revolver portion of the borrowing, which
had an outstanding balance of $164 million at 1Q19, is September
2021.

As of Jan. 31, 2019 debt at NAV's manufacturing business totaled
$3.7 billion as calculated by Fitch including unamortized discount
and debt issuance costs, and nearly $2.2 billion at the Financial
Services segment, the majority of which is at NFC.

FULL LIST OF RATING ACTIONS

Navistar International Corporation
  -- Long-Term IDR upgraded to 'B' from 'B-';

  -- Senior unsecured notes upgraded to 'B+'/'RR3' from
'B-'/'RR4';

  -- Senior subordinated notes upgraded to 'CCC+'/'RR6' from
'CCC'/'RR6'.

Navistar, Inc.

  -- Long-Term IDR upgraded to 'B' from 'B-';

  -- Senior secured term loan due 2024 upgraded to 'BB'/'RR1' from
'BB-'/'RR1'.

Cook County, Illinois

  -- Second lien secured recovery zone revenue facility bonds
(Navistar International Corporation Project) series 2010 upgraded
to 'BB' from 'B+' (previously listed as unsecured).

Illinois Finance Authority (IFA)

  -- Second lien secured recovery zone revenue facility bonds
(Navistar International Corporation Project) series 2010 upgraded
to 'BB' from 'B+' (previously listed as unsecured).

Navistar Financial Corporation

  -- Long-Term IDR upgraded to 'B' from 'B-';

  -- Senior secured bank credit facility affirmed at 'B+'; Recovery
Rating revised to 'RR3' from 'RR2';

  -- Term Loan B affirmed at 'B+'; Recovery Rating revised to 'RR3'
from 'RR2'.

The Rating Outlook is Stable.


NEOVASC INC: Closes $5 Million Public Offering of Common Shares
---------------------------------------------------------------
Neovasc Inc. has closed its previously announced underwritten
public offering of 11,111,111 common shares of the Company at a
price to the public of US$0.45 per Common Share, for aggregate
gross proceeds to the Company of approximately US$5 million, before
deducting the underwriting commission and Offering expenses payable
by the Company.

H.C. Wainwright & Co. (the "Underwriter") acted as sole
book-running manager for the Offering.

After deducting the underwriting discounts, commissions, and other
offering expenses payable by Neovasc, the Company received net
proceeds of approximately US$4.25 million.  Neovasc intends to use
the net proceeds from the Offering for the development and
commercialization of the Neovasc Reducer, development of the Tiara
and general corporate and working capital purposes.

The Common Shares were offered pursuant to a shelf registration
statement (including a prospectus) previously filed with and
declared effective by the Securities and Exchange Commission on
July 13, 2018 and were qualified for distribution in each of the
provinces of British Columbia, Alberta, Saskatchewan, Manitoba and
Ontario by way of a final prospectus supplement to the Company's
base shelf prospectus dated July 12, 2018.  The Underwriter offered
and sold the Common Shares in the United States either directly or
through its duly registered U.S. broker dealer affiliates or
agents.  No Common Shares were offered or sold to Canadian
purchasers.

A preliminary prospectus supplement and accompanying prospectus
relating to the Offering have been filed as have a final prospectus
supplement and accompanying prospectus relating to the Offering
with the SEC and are available for free on the SEC's website at
www.sec.gov and are also available on the Company's profile on the
SEDAR website at www.sedar.com.  Copies of the final prospectus
supplement and the accompanying prospectus relating to the Offering
may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue
3rd Floor, New York, NY 10022, or by calling (646) 975-6996 or by
emailing placements@hcwco.com.

The Company relied upon the exemption set forth in Section 602.1 of
the TSX Company Manual, which provides that the Toronto Stock
Exchange will not apply its standards to certain transactions
involving eligible interlisted issuers on a recognized exchange,
such as the Nasdaq Capital Market.

                       About Neovasc Inc.

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

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As restated, the Company's restated
balance sheet as of Sept. 30, 2018, showed US$17.37 million in
total assets, US$33.44 million in total liabilities, and a total
deficit of US$16.07 million.

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


NEOVASC INC: Completes Quality System Surveillance Audit
--------------------------------------------------------
Neovasc Inc. has successfully completed its 2019 mandatory
Surveillance Audit with its Notified Body, resulting in the
maintenance of the Regulatory Certification (EC marking) and
maintenance of the ISO 13485: 2016 certification of the quality
management system.

"The quality system surveillance audits enables us to continue to
advance our Reducer and Tiara programs by ensuring the safety,
effectiveness and fitness for use of our devices, through
risk-based effective and efficient processes and controls across
the Total Product Life Cycle," commented John Panton,
vice-president Quality.  "The maintenance of the regulatory and
quality certifications allows the team to be laser focused on
achieving the 2019 goals and objectives for Reducer and Tiara
programs."

The ISO 13485 standard has been authored and influenced by the
major medical device regulatory bodies across the world.  As such,
ISO 13485 is an internationally agreed upon harmonized and
voluntary standard which defines a way to address common regulatory
concepts and is an accepted approach with regulators to provide
assurance that a company meets certain quality management system
expectations defined within the standard.  The ISO13485:2016
certification has a three year cycle, with certification/
recertification followed by two annual surveillance audits.
Neovasc's second surveillance audit is scheduled to occur in 2020.


                       About Neovasc Inc.

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

Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016.  As restated, the Company's restated
balance sheet as of Sept. 30, 2018, showed US$17.37 million in
total assets, US$33.44 million in total liabilities, and a total
deficit of US$16.07 million.

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


NEW YORK RACING: Can Terminate Retainer Agreement with Law Firm
---------------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr. issued a ruling stating that
the new NYRA (the New York Racing Association Inc.) had an
unqualified right under the Retention Order to terminate the
Retainer Agreement with Getnick & Getnick LLP.

On Nov. 2, 2006, Debtor The New York Racing Association, Inc.
commenced a voluntary case in this Court under chapter 11, title 11
of the United States Code. At that time, it was operating certain
Racetracks in New York State pursuant to a thoroughbred racing
Franchise that was scheduled to expire on Dec. 31, 2007. As of the
Petition Date, NYRA was competing for the award of the Franchise
going forward. In support of those efforts, NYRA retained Getnick &
Getnick LLP as its "business integrity counsel," and pursuant to
the terms and conditions of the parties' Retainer Agreement, and
the Court's Retention Order. Briefly, the Retainer Agreement vests
G&G with "maximum independence" in "performing its function as
business integrity counsel." It calls for NYRA to retain G&G for
five years at a monthly rate of $125,000, but states, in substance,
that it will terminate on the date, if any, during that period on
which NYRA no longer holds the Franchise. The Retention Order
provides that post plan confirmation, "the Retainer Agreement may
only be terminated in accordance with the terms and provisions of
the Retainer Agreement."

NYRA won the Franchise and on or about Sept. 12, 2008, the
effective date of NYRA's Modified Plan, the State awarded the
Franchise to "New NYRA," as the reorganized debtor. It did so
through legislation that is reflected in amendments to New York's
Racing, Pari-Mutuel Wagering and Betting Law (the "Racing Law").
Under the Modified Plan, NYRA assumed and assigned the Retainer
Agreement to New NYRA. It did so to ensure that New NYRA complied
with section 206(5) of the Racing Law that calls for the holder of
the Franchise to retain "an independent business integrity
counsel."

In March of 2011 – within the five-year term of the Retainer
Agreement – New NYRA purported to terminate that agreement and
G&G's services thereunder, even as it was in possession and control
of the Franchise. At that time, G&G contested New NYRA's alleged
termination of the agreement, and asserted that in purporting to
terminate it, New NYRA violated the agreement, the Retention Order,
and section 206(5) of the Racing Law. In addition, G&G contended
that New NYRA was obligated to pay it both the fees and expenses
then due and owing under the agreement, and the monthly $125,000
fee for each of the roughly 16 months then remaining under the
five-year term of the agreement.

Approximately one year after it purported to terminate the
agreement, New NYRA moved the Court for an order reopening the case
for the limited purpose of (i) "clarifying," or, if necessary,
"amending" the Retention Order, and (ii) addressing claims
associated with the order.

After the Court reopened the case, the parties attempted
unsuccessfully to resolve their dispute out of Court. Thereafter,
they returned to this Court and conducted discovery regarding the
nature of their attorney-client relationship. In addition, they
supplemented their pleadings to flesh out their respective
positions relating to, among other things, New NYRA's right under
the Retention Order to terminate the Retainer Agreement. The issue
that the parties have put before the Court is whether in March of
2011, New NYRA had an unqualified right under the Retention Order
to terminate the Retainer Agreement and G&G’s performance
thereunder. The order is clear that the resolution of that issue
turns on whether the Retainer Agreement vested New NYRA with an
unqualified right to terminate it.

When NYRA executed the Retainer Agreement and sought this Court's
approval of that agreement, it assumed that its engagement with G&G
would last for five years. To be sure, in resolving the Committee
Objection, NYRA clearly appears to have acceded to the Creditors
Committee's view that it was signing on to an agreement that
obligated it to pay $7.5 million in fees to G&G. Moreover, after
obtaining Court approval to retain G&G, NYRA clearly supported that
relationship and the terms thereof when questions regarding G&G's
retention were raised by the State. However, there is no evidence
that NYRA agreed that its Board would not exercise oversight and
control over G&G. Indeed, as noted, the opposite is true. Moreover,
there is no evidence that in negotiating the terms of the
agreement, NYRA and G&G discussed the application of the discharge
rule to the attorney-client relationship thereunder, let alone that
NYRA knowingly, intentionally and unequivocally waived application
of that rule to its attorney-client relationship with G&G. It is
undisputed that G&G did not explain the discharge rule to NYRA's
Board, let alone that in G&G's view, NYRA would waive the discharge
rule by agreeing in the Retainer Agreement to give G&G "maximum
independence" in fulfilling its role as business integrity counsel.
The discharge rule and concept of "maximum independence" are not
discussed in the Retention Application, the Getnick Declaration
submitted in support thereof, or the email correspondence leading
up to the execution of the Retainer Agreement. Moreover, although a
purported waiver of the discharge rule is clearly outside of the
ordinary attorney-client relationship, the application stated that
"it does not raise any novel issues of law[.]" There is no evidence
that NYRA knowingly and intentionally waived application of that
rule.  

Based on the foregoing, the Court finds that New NYRA had an
unqualified right under the Retention Order to terminate the
Retainer Agreement. That is because, without limitation, the
discharge rule is applicable to the attorney-client relationship
between G&G and New NYRA under the Retainer Agreement, and New NYRA
did not waive, and the State did not preempt, enforcement of the
rule.

A copy of the Court's Memorandum Decision dated March 1, 2019 is
available at:

      http://bankrupt.com/misc/nysb06-12618-1262.pdf

Counsel for The New York Racing Association, Inc.:

     Robert S. Berezin, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     robert.berezin@weil.com

Counsel for Getnick & Getnick LLP:

     Neil V. Getnick, Esq.
     GETNICK & GETNICK LLP
     521 Fifth Avenue
     33rd Floor
     New York, New York 10175
     ngetnick@getnicklaw.com

          -and-

     Andrew B. Eckstein, Esq.  
     MORRITT, HOCK & HAMROFF, LLP
     1407 Broadway, 39th Floor
     New York, New York 10018
     aeckstein@moritthock.com

                         About NYRA

Based in Jamaica, New York, The New York Racing Association Inc.
aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for chapter
11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No. 06-12618).

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, Henry C.
Collins, Esq., at Cooper, Erving & Savage LLP, and Irena M.
Goldstein, Esq. -- igoldstein@dl.com -- at Dewey Ballantine LLP,
nka Dewey & Leboeuf LLP, represented the Debtor in its
restructuring efforts.  The Garden City Group Inc. served as the
Debtor's claims and noticing agent.

The U.S. Trustee for Region 2 appointed an Official Committee of
Unsecured Creditors.  Edward M. Fox, Esq., Eric T. Moser, Esq., and
Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Preston Gates
Ellis LLP, nka K&L Gates LLP, represented the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.

NYRA's Modified Third Amended Plan was confirmed on April 28, 2008.


NOBLE VICI GROUP: Accumulated Deficit Casts Going Concern Doubt
---------------------------------------------------------------
Noble Vici Group, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $42,545,344 on $1,207,151 of net revenue
for the three months ended Dec. 31, 2018, compared to a net income
of $185,899 on $829,991 of net revenue for the same period in
2017.

At Dec. 31, 2018 the Company had total assets of $12,221,177, total
liabilities of $13,708,011, and $1,486,834 in total stockholders'
deficit.

From its inception, the Company has suffered from continuous losses
with an accumulated deficit of $44,797,552 as of December 31, 2018
and experienced negative cash flows from operations.  The
continuation of the Company as a going concern through December 31,
2019 is dependent upon the continued financial support from its
stockholders.  Management believes the Company is currently
pursuing additional financing for its operations.  However, there
is no assurance that the Company will be successful in securing
sufficient funds to sustain the operations.

According to Chief Executive Officer Eldee Wai Chong Tang, these
and other factors raise substantial doubt about the Company's
ability to continue as a going concern.

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

                       https://bit.ly/2Cbx0iQ

Singapore-based Noble Vici Group, Inc., engages in the IoT, Big
Data, Blockchain and E-commerce business.  It was formerly known as
Gold Union Inc., and changed its name to Noble Vici Group, Inc
effective March 26, 2018.


PARAGON OFFSHORE: Court Junks Noble Bid for Determination
---------------------------------------------------------
Paragon Litigation Trust filed a complaint against Defendants Noble
Corporation PLC and its affiliates. On Sept. 20, 2018, the
Defendants filed a motion and a related memorandum of law seeking
an order determining that the court may only enter proposed
findings of fact and conclusions of law with respect to Counts I
through VIII of the complaint. They argue that Counts VI-VIII are
non-core matters, and that, therefore, 28 U.S.C. section 157
requires that the Court enter proposed findings of fact and
conclusions of law with regards to those Counts. Counts IV are
characterized by both parties as fraudulent transfer claims and,
therefore, as statutory core matters.28 Counts VI and VII are
indisputably non-core claims. The parties dispute whether Count
VIII, a state law claim for unjust enrichment, is a core or
non-core claim.

Upon analysis, Bankruptcy Judge Christopher Sontchi denies the
motion to determine and finds that Counts I-V are statutorily core
claims which may be finally adjudicated by this Court. The Court
further finds that Counts VII-VIII are non-core claims pursuant to
28 U.S.C. section 157(b)(2).

Movants argue that the Court, as a non-Article III tribunal, may
not enter final orders regarding core fraudulent transfer claims
that are brought against a party that has not filed a claim in the
underlying bankruptcy case. In support of this argument, Movants
rely heavily on the 1989 Supreme Court case Granfinanciera, which,
they argue, was "affirmed" in 2011 by Stern v. Marshall. The facts
in Granfinanciera are closely analogous to the facts here. As in
this case, a party with no claim against a bankruptcy estate was
haled into bankruptcy court to defend against a fraudulent transfer
claim. Its ultimate holding was that "a person who has not
submitted a claim against a bankruptcy estate has a right to a jury
trial when sued by the trustee in bankruptcy to recover an
allegedly fraudulent monetary transfer."

A close look at the text of Stern itself shows that while Stern
characterizes (perhaps mischaracterizes) the Granfinanciera opinion
repeatedly, it does not seem to rely on that opinion for its
ultimate, narrow conclusion. Admittedly, the reasoning in Stern is
not particularly direct. (In fact, Justice Scalia's concurrence, in
that case, lists "seven different reasons given in the Court's
opinion for concluding that an Article III judge was required to
adjudicate this lawsuit" and notes that "[t]he multifactors relied
upon today seem to have entered our jurisprudence almost
randomly.") It is also true that the 9th Circuit, as well as
multiple district courts, have held that Stern extends
Granfinanciera to the Article III context. However, that position
on the matter is by no means inescapably correct. In fact, the
Supreme Court itself, in a case in which a debtor pursued a
fraudulent conveyance action against a non-claimant, indicated that
there is ambiguity on the matter: "[t]he Court of Appeals held, and
we assume without deciding, that the fraudulent conveyance claims,
in this case, are Stern claims." Perhaps Stern provides compelling
evidence of how the Supreme Court would rule on this issue if it
were to address it directly, but it does not decide it.

Because neither Stern nor Granfinanciera control on this issue,
Movants are not asking this Court to apply controlling precedents
to the matter at hand. Instead, Movants are asking this Court to
extend the holdings of those cases, in order to find that 28 U.S.C.
section 157(a) is unconstitutional to the extent that it directs
bankruptcy judges to enter final orders in fraudulent transfer
claims against parties who have not filed claims against the
bankruptcy estate. The Court declines to make that leap.

A copy of the Court's Opinion dated March 11, 2019 is available
at:

     http://bankrupt.com/misc/deb16-10386-2178.pdf

        About Prospector Offshore and Paragon Offshore

Paragon Offshore Plc, and several affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to
16-10410) on Feb. 14, 2016.  The Delaware Bankruptcy Court entered
an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint
Chapter 11 Plan of Reorganization.

Prospector Offshore Drilling S.a r.l. and three affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572
to 17-11575) on July 20, 2017.  The affiliates are Prospector Rig 1
Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company
S.a r.l.; and Paragon Offshore plc (in administration).

The Hon. Christopher S. Sontchi presides over the cases.

The Debtors are represented by Gary T. Holtzer, Esq., and Stephen
A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D.
Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II,
Esq., at Richards, Layton & Finger, P.A., as counsel.  The Debtors
hired as their financial advisors, Lazard Freres & Co. LLC; as
their restructuring advisor, AlixPartners, LLP; and as their
claims, noticing and solicitation agent, Kurtzman Carson
Consultants LLC.

In their petition, the Debtors estimated $1 billion to $10 billion
in both assets and liabilities.  The petitions were signed by Lee
M. Ahlstrom as senior vice president and chief financial officer.

The Debtors' bankruptcy filing came two days after the Paragon
Offshore group completed its corporate and financial reorganization
on July 18, 2017.  The plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code substantially de-levered Paragon
Offshore's ongoing business, eliminating approximately $2.3 billion
of secured and unsecured debt.


PARKER DRILLING: Court Confirms Amended Reorganization Plan
-----------------------------------------------------------
The Bankruptcy Court for the Southern District of Texas confirmed
the Amended Joint Plan of Reorganization of Parker Drilling
Company, et al.

The Plan was accepted by holders of (i) 98.58% in number (99.99% in
amount) of those voting in Class 4 ("2020 Notes Claims"), (ii)
95.37% in number (88.94% in amount) of those voting Class 5 ("2022
Notes Claims"), (iii) 99.63% of those voting in Class 9 ("Existing
Preferred Interests") and (iv) 98.51% of those voting in Class 10
("Existing Common Interests").

The projected amount of Class 4 ("2020 Notes Claims") claims
is $231.1 million and expected recovery is 73%.

The projected amount of Class 5 ("2022 Notes Claims") claims is
$369.9 million and expected recovery is 69%.

The projected amount of Class 6 ("General Unsecured Claims") claims
is $14.5 million and expected recovery is 100%.

The projected amount of Class 9 ("Existing Preferred Interests") is
N/A and expected recovery is 28%.

The projected amount of Class 10 ("Existing Common Interests")
claims is N/A and expected recovery is 3%.

                  About Parker Drilling Company

Houston-based Parker Drilling (OTC:PKDSQ) --
http://www.parkerdrilling.com/-- provides drilling services and
rental tools to the energy industry.  The Company's Drilling
Services business serves operators in the inland waters of the U.S.
Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in
select U.S. and international markets and harsh environment regions
utilizing Parker-owned and customer-owned equipment.  The Company's
Rental Tools Services business supplies premium equipment and well
services to operators on land and offshore in the U.S. and
international markets.

Parker Drilling Company and 19 subsidiaries sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12,
2018.

Parker Drilling reported $937.2 million in assets and $695.5
million in liabilities as of Sept. 30, 2018.

The Hon. Marvin Isgur is the case judge.

Kirkland & Ellis LLP is serving as legal advisor to Parker in
connection with the restructuring.  Moelis & Company is serving as
Parker's investment banker, and Alvarez & Marsal is serving as its
financial advisor.  Jackson Walker L.L.P. is the local and
conflicts counsel.  Prime Clerk LLC is the claims agent.

Akin Gump Strauss Hauer & Feld LLP serves as legal advisor to the
stakeholders that are parties to the RSA while Houlihan Lokey
serves as financial advisor.

No official committee of unsecured creditors has been appointed.


PG&E CORP: Fitch Withdraws 'D' IDR Amid Chapter 11 Filing
---------------------------------------------------------
Fitch Ratings has withdrawn the ratings for PG&E Corporation (PCG)
and Pacific Gas and Electric Company (PG&E). The action follows the
companies' filings for protection under Chapter 11 of the U.S.
Bankruptcy Code on Jan. 29, 2019. Accordingly, Fitch will no longer
provide ratings or analytical coverage for PCG and PG&E.

Fitch has withdrawn the following ratings:

PG&E Corporation

  -- Long-Term IDR of 'D';

  -- Short-Term IDR of 'D';

  -- Senior unsecured revolver of 'C'/'RR6';

  -- CP of 'C'.

Pacific Gas and Electric Company

  -- Long-Term IDR of 'D';

  -- Short-Term IDR of 'D';

  -- Senior unsecured notes of 'CCC-'/'RR2';

  -- Senior unsecured revolver of 'CCC-'/'RR2';

  -- Preferred stock of 'C'/'RR6';

  -- CP of 'C'.


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

      Debtor                                        Case No.
      ------                                        --------
      PHI, Inc. (Lead Case)                         19-30923
      2001 SE Evangeline Thruway
      Lafayette, LA 70508

      PHI Air Medical, L.L.C.                       19-30922
      AM Equity Holdings, L.L.C.                    19-30924
      PHI Helipass, L.L.C.                          19-30925
      PHI Tech Services, Inc.                       19-30926

Business Description: PHI -- http://www.phihelico.com-- is a
                      provider of helicopter transportation
                      services in each of the (a) oil and gas
                      industry, primarily transporting crews and
                      materials, and (b) the healthcare and
                      emergency medical services industry,
                      primarily transporting patients.  PHI is a
                      publicly held global helicopter services
                      company, providing transportation services
                      in the United States and abroad.  As of the
                      Petition Date, PHI owns or operates
                      238 aircraft worldwide (approximately 17 of
                      which are leased, eight of which are owned
                      by the customer and operated by PHI, and the

                      remaining 213 owned by PHI).  PHI employs
                      2,218 people, including pilots, mechanics,
                      medical and administrative staff.

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtors'
Bankruptcy
Counsel:              Dan B. Prieto, Esq.
                      DLA PIPER LLP (US)
                      1900 North Pearl, Suite 2200
                      Dallas, TX 75201
                      Tel: (214) 743-4540
                      Fax: (214) 743-4545
                      Email: dan.prieto@dlapiper.com

                        - and -

                      Thomas R. Califano, Esq.
                      DLA PIPER LLP (US)
                      1251 Avenue of the Americas
                      New York, New York 10020
                      Tel: (212) 335-4500
                      Fax: (212) 335-4501
                      Email: thomas.califano@dlapiper.com

                        - and -

                      Daniel M. Simon, Esq.
                      David Avraham, Esq.
                      Tara Nair, Esq.
                      DLA PIPER LLP (US)
                      444 West Lake Street, Suite 900
                      Chicago, Illinois 60606
                      Tel: (312) 368-4000
                      Fax: (312) 236-7516
                      Email: daniel.simon@dlapiper.com
                             david.avraham@dlapiper.com
                             tara.nair@dlapiper.com

Debtors'
Regular
Outside
Counsel:              JONES WALKER LLP
                      201 St. Charles Avenue,
                      New Orleans, Louisiana 70170-5100

Debtors'
Financial
Advisor:              HOULIHAN LOKEY CAPITAL, INC.
                      10250 Constellation Blvd.
                      5th Floor, Los Angeles, California 900671

Debtors'
Financial
Advisor:              FTI CONSULTING, INC.
                      Three Times Square, 9th Floor, New York
                      New York 10036

Debtors'
Claims,
Noticing
& Solicitation
Agent:                PRIME CLERK, LLC
                      830 Third Avenue, 9th Floor
                      New York, New York 10022
                      https://cases.primeclerk.com/phi

PHI, Inc.'s
Estimated Assets: $1 billion to $10 billion

PHI, Inc.'s
Estimated Liabilities: $500 million to $1 billion

The petition was signed by Robert A. Del Genio, chief restructuring
officer.

A full-text copy of PHI Inc.'s petition is available for free at:

           http://bankrupt.com/misc/txnb19-30923.pdf

List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Delaware Trust Company            Noteholder       $500,000,000
251 Little Falls Drive
Wilmington, DE 19808
Michelle Dreyer
Tel: (302) 636-5806
Fax: (302)-636-5806
E-mail: michelle.dreyer@cscglobal.com

2. Helicopter Support Inc.              Trade           $1,802,559
124 Quarry Road
Trumbull, CT 06611
Cynthia Nikbin
Tel: (203) 944-0681
Fax: (203) 416-4291
E-mail: Cynthia.m.nikbin@lmco.com

3. GE Aircraft Engines                  Trade           $1,673,435
One Neumann Way
Cincinnati, OH 45221
Joan E. Riley
Tel: (513) 552-3772
Fax: (513) 552-3329
E-mail: joan.e.riley@ge.com

4. Cahill Gordon and                 Professional       $1,390,962
Reindel LLP                            Services
80 Pine Street
New York, NY 10005
Tel: (212) 701-3000
Fax: (212) 269-5420

5. Airbus Helicopters, Inc.              Trade            $877,002
PO Box 74008515
Chicago, IL 60674-8515
Tel: (972) 641-0000
Tel: 1 (844) 290-4814
Fax: (972) 641-3775
Fax: (972) 641-3779
E-mail: deb.martin@airbus.com
        gulf.support@airbus.com

6. Aviall                                Trade            $617,835
PO Box 842267
Dallas, TX 75284-2267
Linda Bradshaw
Tel: (800) 284-2551
Fax: (770) 473-1617
E-mail: Linda.Bradshaw@aviall.com

7. Safran Helicopter Engines USA         Trade            $574,108
Mail Code 5119
PO Box 660367
Dallas TX 75266-0367
Thierry Derrien
Tel: (972) 606-7600
Fax: (972) 606-7692
E-mail: thierry.derrien@safrangroup.com

8. World Fuel Services, Inc.             Trade            $560,662
2458 Paysphere Circle
Chicago, IL 60674
Tel: (450) 647-7521
Tel: 1 (800) 345-3818
Tel: (305) 428-8000
Email: information@wfscorp.com
       OuCaloway@wfscorp.com

9. Bell Helicopter Textron               Trade            $356,122
P.O. Box 482
Fort Worth, TX 76101
Tel: (817) 280-5329
Tel: (817) 280-2011
Fax: (817) 280-2321
E-mail: ComARCustinq@bh.com

10. Ramco Systems Corporation            Trade            $275,000
3150 Brunswick Pike, Suite 206
Lawrenceville, NJ 08648
Tel: (609) 620-4800
Tel: (609) 620-4855
Fax: (609) 620-4860

11. Macro Oil Company, Inc.              Trade            $244,105
101 Millstone Rd
Broussard, LA 70518
Tel: (337) 839-5000
Fax: (337) 839-5001
E-mail: terrih@macrooil.com

12. Able Aerospace                       Trade            $221,737
Services, Inc.
2920 East Chambers Street
Phoenix, Arizona 85040
Able Engineering & Comp.
Tel: (602) 304-1227
Fax: (602) 304-1277
E-mail: ar@ableengineering.com

13. Precision Heliparts, Inc.            Trade            $208,376
495 Lake Mirror Rd. #800G
Atlanta, GA 30349
Tel: (404)-768-9090
Fax: (404) 768-9006
Email: dstorey@pag-inc.com

14. Agusta Westland Philadelphia         Trade            $198,599
3050 Red Lion Rd.
Philadelphia, PA 19114
John Corney
Tel: (215) 281-1400
Fax: (215) 268-9138
E-mail: awpc_ar.aw@leonardocompany.com

15. Regions Equipment Finance Corp.     Lessor            $196,845
P.O. Box 2545
Birmingham, AL 35202-2545
Denise Colangelo
Tel: (205) 264-4778
Tel: 1 (866) 545-1758
Fax: (205) 307-4124
E-mail: denise.colangelo@regions.com
E-mail: refcocs@regions.com

16. Citizens Asset                      Lessor            $165,707
Finance, Inc.
One Citizens Bank Way
Johnston, RI 02919
Customer Support Center
Tel: (337) 221-2446
Tel: 1 (877) 218-2812
E-mail: DL-LeasingCashTeam@citizensbank.com

17. BB&T Equipment Finance              Lessor            $153,831
2713-B Forest Hills Road
Wilson, NC 27893
Tel: (337) 532-0354
E-mail: lseqfinance@bbandt.com

18. Metro Aviation                       Trade            $120,609
P.O. Box 7008
Shreveport, LA 71137
Tel: (318) 222-5529
Fax: (318) 222-0503

19. Pratt & Whitney Canada               Trade            $107,913
1000 Marie-Victorin Blvd.
Longueuil, QC,
Canada, J4G 1A1
Tel: (450) 647-7521
Fax: (450) 677-9411

20. Aviation Instrument                  Trade            $105,134
Services, Inc.
12181 SW 129 Court
Miami, FL 33186
Tel: (305) 251-7200
Fax: (305) 251-2300
E-mail: sales@aviation-instrument.com


PHI INC: Fitch Cuts IDR to CC & Sr. Unsec. Debt Rating to CCC
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
PHI, Inc to 'CC' from 'CCC-'. Fitch has also downgraded the
company's senior unsecured debt ratings to 'CCC'/'RR2' from
'CCC+'/'RR2'.

The downgrade is driven by the impending maturity of PHI's $500
million senior notes on March 15, 2019. The company has not
announced any plans to manage this debt obligation, increasing the
probability that it will default on its senior notes this week. The
'CC' rating also reflects long-term competitive and secular
headwinds and the company's inability to successfully access the
capital markets. Further rating action is likely once a default or
default-like event occurs.

KEY RATING DRIVERS

Default Probable: There has been no communication from PHI on how
it intends to meet its $500 million senior unsecured notes
obligation due March 15, 2019. Therefore, some kind of default is
probable. Further action by Fitch is likely, pending developments
such as a distressed debt exchange or a bankruptcy filing. In late
2018, the company announced that it had hired a financial advisor
to explore other strategic options after two sizable shareholders
requested PHI do so. However, the company has not announced an
alternative plan from its strategic review. PHI has not provided
timely updates throughout the review process and has not published
its 2018 Annual Report, which raises governance concerns for Fitch.


Operating Performance Below Expectations: Operating margins have
been moderately lower than Fitch's expectations set during its
initial review in June 2018. Fitch now expects EBITDA for 2018 to
be at least $10 million lower than its initial projections or,
potentially flat compared to the $47 million of EBITDA generated in
2017. LTM EBITDA margins for the period ended Sept. 30, 2018 were
6.9% compared to 8.1% at the end of 2017. EBITDA margins in the O&G
segment are moderately up year over year, but higher wages,
specifically in the Air Medical segment, were a primary driver of
the lower profitability in 2018.

Estimated Recovery Remains Above Average: Fitch's recovery analysis
is based on the assumption that PHI will continue as a going
concern (GC). Fitch's estimated GC EBITDA estimate of $84 million
is higher than EBITDA generated in 2016 and 2017 of $63 million and
$47 million, respectively. This represents operating performance at
or near the bottom of the cycle when there was significantly
reduced activity in the offshore oil and gas market due to
sustained low oil prices. However, Fitch's estimate remains well
below PHI's EBITDA of $174 million in 2014 as this peak operating
performance may no longer be achievable due to changing dynamics in
the industry and the Gulf of Mexico. Fitch has not changed its
recovery assumptions from the previous review in early January
2019.

Fitch used a GC enterprise value (EV) multiple of 6.5x that
considered the actual reorganization multiple from the CHC Group
LTD. bankruptcy. In addition, Fitch considered recent industry M&A
transactions, and current trading multiples for the company and its
peers. CHC, which is similarly sized to PHI, had a post-emergence
multiple of 7.4x. At the end of 2017, PHI purchased HNZ Group
Inc.'s (HNZ) Offshore business for a multiple above 8x. Current EV
to EBITDA multiples for PHI and similarly sized peers range from 7x
to 13x. Fitch has chosen to use a slightly more conservative GC
multiple versus the examples mentioned above to illustrate current
industry sentiment and PHI's operating profile.

These assumptions result in a GC EV of $548 million. The $130
million senior secured term loan has priority over the $500 million
senior unsecured notes in the capital structure. After deducting
10% for administrative claims and senior secured claims and a full
recovery on the term loan, Fitch estimates that the senior
unsecured notes would have recovery prospects between 71%-90% or
'RR2'.

Fitch also estimates that PHI's EV in a liquidation scenario would
be near but slightly less than Fitch's estimated GC EV and would
also provide an above average recovery for unsecured creditors. The
liquidation analysis considered liquidation rates for inventory,
spare parts, and aircraft from the hypothetical Chapter 7
liquidation alternative valuation estimate in the CHC bankruptcy
filings (see link below for more information on the CHC
bankruptcy). Aircraft values were based on information from certain
third-party industry appraisers.

DERIVATION SUMMARY

PHI, Inc. withstood the 2015-2017 downturn in the offshore drilling
segment similarly to or slightly better than its peers. Some major
players have filed for bankruptcy in recent years such as CHC or
have continued to struggle through significant secular headwinds.
However, now PHI faces a default scenario in the very near term,
leading to Fitch's latest rating action.

KEY ASSUMPTIONS

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

  - The company does not announce a plan to refinance or reach an
agreement with bondholders before the maturity.

RATING SENSITIVITIES

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

  - A positive rating action could result from a successful
refinancing outside of a bankruptcy or outside of a distressed debt
exchange process and if the company has enough liquidity to service
its debt obligations.

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

  - A negative rating action could result if the company files for
bankruptcy or negotiates a distressed debt exchange.

LIQUIDITY

Minimal Liquidity: As of Sept. 30, 2018, PHI had $16.5 million in
cash and $30.5 million in short-term investments on its balance
sheet compared to $8.8 million in cash and $64.2 million in
short-term investments at the end of 2017. During 2017, the company
liquidated a majority of its short-term investments to fund the
$126.6 million purchase (net of cash acquired) of HNZ Group Inc.'s
offshore business. In the third quarter of 2018, PHI terminated its
$130 million ABL due March 7, 2019 after repaying the $122.2
million outstanding on the facility with proceeds from a $130
senior secured shareholder loan. The proceeds were also used to
secure the $7.7 million of letters outstanding under the ABL.

Fitch considers total liquidity to be very constrained. The company
would need to access the capital markets and/or divest an operating
segment to meet its $500 million debt obligation before the 5.25%
senior notes mature on March, 15.

New Capital Structure: The new $130 million senior secured
shareholder term loan provided by CEO Al A. Gonsoulin's company,
Thirty Two, L.L.C. will mature on Sept. 28, 2020. The loan is
covenant light, has no amortization until the maturity date, and
has a 6% interest rate. The loan is secured by accounts receivables
(A/Rs), inventory, and spare parts.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

PHI, Inc.

  -- Long-Term IDR to 'CC' from 'CCC-';

  -- Senior unsecured notes to 'CCC'/'RR2' from 'CCC+'/'RR2'.


POINT.360: May 13 Plan Confirmation Hearing
-------------------------------------------
The Bankruptcy Court issued an amended order approving the
disclosure statement, with modifications filed March 5, 2019,
describing the plan of reorganization jointly proposed by Medley
Capital Corporation, Medley Opportunity Fund II LP, and Visual Data
Media Services, Inc., with minor modifications filed on February
21, 2019.

A hearing to consider confirmation of the Plan will be held on May
13, 2019, at 10:00 a.m.

Creditors and equity security holders entitled to vote on the
Medley/VDMS Plan must return their ballot by April 1, 2019.

The Medley/VDMS Plan Proponents shall file a plan ballot summary
not later than April 8, 2019.

A full-text copy of the Amended Disclosure Statement dated March 5,
2019, with minor modifications, is available at
https://tinyurl.com/y4jce6ec from PacerMonitor.com at no charge.

A blacklined version of the Amended Disclosure Statement dated
March 5, 2019, is available at https://tinyurl.com/yybknnap from
PacerMonitor.com at no charge.

Counsel for Medley Capital Corporation and
Medley Opportunity Fund II LP:

     Justin E. Rawlins, Esq.
     WINSTON & STRAWN LLP
     333 S. Grand Avenue, 38th Floor
     Los Angeles, CA 90071-1543
     Telephone: (213) 615-1700;
     Facsimile: (213) 615-1750
     Email: jrawlins@winston.com

        -- and --

     Carey D. Schreiber, Esq.
     WINSTON & STRAWN LLP
     200 Park Avenue
     New York, NY 10166-4193
     Telephone: (212) 294-6700;
     Facsimile: (212) 294-4700
     Email: cschreiber@winston.com

Counsel for Visual Data Media Services, Inc.

     David S. Kupetz, Esq.
     SulmeyerKupetz
        A Professional Corporation
     333 S. Grand Avenue, Suite 3400
     Los Angeles, CA 90071-1543
     Telephone: (213) 626-2311;
     Facsimile: (213) 629-4520
     Email: dkupetz@sulmeyerlaw.com

                      About Point.360

Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies.  The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers.  On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering.  The Company also rents and sells DVDs and video
games directly to consumers through its Movie-Q retail stores. The
Company is headquartered in Los Angeles, California.

Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.

In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt of $14.77 million as of March 31,
2017.

The Hon. Julia W. Brand is the case judge.

The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.

No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.


PROMISE HEALTHCARE: $7M Sale of East LA Assets to KND Approved
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Promise Healthcare Group, LLC and
its affiliates to sell substantially all assets of Promise Hospital
of East Los Angeles L.P. to KND Real Estate 40, LLC for $7 million,
plus the Assumed Cure Amounts paid to the appropriate third
parties, plus the Accrued PTO, pursuant to their Asset Purchase
Agreement dated Feb. 26, 2019.

The sale of the East LA Assets is free and clear of all
Encumbrances, except for the Permitted Encumbrances and Assumed
Liabilities under the Purchase Agreement.

The Debtors will apply the net proceeds of the sale of the East LA
Assets and the assumption and assignment of the Proposed Assumed
Contracts in accordance with Section 23 of the Final DIP Order
entered in the Chapter 11 Cases and as contemplated in the budget
attached thereto.

The Debtors are authorized and directed to assume and sell and
assign the Proposed Assumed Contracts to the Successful Bidder free
and clear of all Encumbrances (other than the Permitted
Encumbrances).

The Buyer will be liable for the payment of all Cure Costs with
respect to the Proposed Assumed Contracts, except as otherwise
provided in the Purchase Agreement.  With respect to any Contract
Objection that remains outstanding as of the Closing, the maximum
claimed Cure Cost will be deposited into escrow to support the
payment of the final Cure Cost at such time as the Contract
Objection is resolved.

There will be no rent accelerations or increases, assignment fees,
deposits, increases or any other fees charged to the Successful
Bidder or the Debtors as a result of the assumption and assignment
(including any change in control) of the Proposed Assumed
Contracts.

Notwithstanding anything to the contrary in the Order, the Medi-Cal
provider agreement for Promise Hospital of East Los Angeles
(Promise—East Los Angeles) and the Medicare Agreement will not be
sold but each will be assumed and assigned.

Notwithstanding anything to the contrary in the Order, the Purchase
Agreement, or any sale related documents: (a) the East LA Assets
will not include (i) any of the agreements between Oracle America,
Inc. and any of the Debtors, or (b) any Oracle software or
products; and (ii) none of the Oracle Agreements are otherwise
being assumed or assigned.

After the Closing, the Buyer will permit, for a period of four
years, the Debtors, and any direct or indirect successor to the
Debtors and their respective professionals, and the Committee and
its professionals, reasonable access during normal business hours,
to all books and records in connection with or that otherwise
relate to the East LA Assets in the control or the possession of
the Successful Bidder or any of its affiliates or their respective
agents or representatives.

Except as otherwise provided in the Purchase Agreement and
notwithstanding the four-year time period for access set forth, the
Successful Bidder may, in its sole discretion, dispose of or
destroy any Business Records, at any time after the Closing Date,
but first the Buyer will provide the Permitted Parties at least 30
days' written notice of the Business Records it designates as
Abandoned Business Records before doing so and will allow the
requesting Permitted Party to remove or copy any Abandoned Business
Records within such 30-day period, at the sole cost of the
requesting Permitted Party.

Pursuant to Rules 4001, 6004(h), 6006(d), 7062, and 9014 of the
Bankruptcy Rules, the Order will be effective immediately upon its
entry, and the Debtors and the Successful Bidder are authorized to
close the sale of East LA Assets immediately.

All time periods set forth in the Order will be calculated in
accordance with Rule 9006(a) of the Bankruptcy Rules and Local Rule
9006-1.

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

       http://bankrupt.com/misc/Promise_Healthcare_821_Order.pdf

                     About Promise Healthcare

Established in 2003, Promise Healthcare is a specialty post-acute
care health company headquartered in Boca Raton, Florida.  

Promise Healthcare Group, LLC and its affiliates sought bankruptcy
protection on Nov. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12491).
In the petition signed by Andrew Hinkelman, chief restructuring
officer, the Debtors estimated assets of $0 to $50,000 and
liabilities of $50 million to $100 million.

The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis,
LLP, as general counsel; FTI Consulting, as financial and
restructuring advisor; Houlihan Lokey and MTS Health Partners,
L.P., as investment bankers; and Prime Clerk LLC as claims agent.



QUANTUM CORP: Park West is No Longer a Shareholder
--------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Park West Asset Management LLC, Park West Investors
Master Fund, Limited, and Peter S. Park disclosed that as of Dec.
31, 2018, they have ceased to beneficially own shares of common
stock of Quantum Corporation.  A full-text copy of the regulatory
filing is available for free at: https://is.gd/Iy9iQB

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- is a scale-out tiered storage, archive
and data protection company, providing solutions for capturing,
sharing, managing and preserving digital assets over the entire
data lifecycle.  Quantum's end-to-end, tiered storage foundation
enables customers to maximize the value of their data by making it
accessible whenever and wherever needed, retaining it indefinitely
and reducing total cost and complexity.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities, and a total
stockholders' deficit of $124.3 million.

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.


QUANTUM CORP: Portolan Capital Has 0.09% Stake as of Dec. 31
------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Portolan Capital Management, LLC and George McCabe,
manager of Portolan Capital, disclosed that as of Dec. 31, 2018,
they beneficially own 32,229 shares of common stock of Quantum
Corp., which represents 0.09 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:


                     https://is.gd/LCmdcn

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- is a scale-out tiered storage, archive
and data protection company, providing solutions for capturing,
sharing, managing and preserving digital assets over the entire
data lifecycle.  Quantum's end-to-end, tiered storage foundation
enables customers to maximize the value of their data by making it
accessible whenever and wherever needed, retaining it indefinitely
and reducing total cost and complexity.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities, and a total
stockholders' deficit of $124.3 million.

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.


REDOX POWER: Court Confirms Proposed Chapter 11 Plan
----------------------------------------------------
Bankruptcy Judge Thomas J. Catliota confirms the chapter 11 plan
filed by Debtor Redox Power Systems, LLC and overrules the
objections to confirmation raised by Warren Citrin and Robert
Thurber.

Debtor Redox Power Systems, LLC, sought confirmation of its chapter
11 plan. The plan presents a straightforward capital structure and
simple reorganization scheme. The debtor has no prepetition secured
claims. As pertinent here, Class Three unsecured creditors will be
paid 20% of their claims unless they choose to accept a pro rata
share of the reorganized debtor's equity. Class Three has accepted
the plan. Class Four are the equity interests, which are eliminated
under the plan. Class Four has not accepted the plan. The plan is
funded by Rich Clay, who will make a capital contribution to the
reorganized debtor of $1,960,000. He will own the equity interests
in the reorganized debtor along with those Class Three claimants
who choose to convert their debt to equity.

Citrin and Thurber object to the plan. They each hold unsecured
claims of $126,470, and together contributed $4,100,000 of equity
to the debtor prior to 2015. They have been involved in, by their
own characterization, "never-ending" litigation with the debtor for
years. Mr. Citrin and Mr. Thurber raise five objections to the
plan. They contend the filing of the plan was not authorized in
accordance with Maryland law, and therefore fails to meet the
requirements of 11 U.S.C.  section 1129(a)(2). They also contend
the plan was not filed in good faith as required by section
1129(a)(3), fails to meet the best interest of creditors test as
required by section1129(a)(7), and is not feasible as required by
section 1129(a)(11). They contend the plan is not fair and
equitable to Class Four, and therefore the plan cannot be crammed
down under section 1129(b)(2). Finally, Mr. Citrin argues that his
proposal to acquire the debtor made over the course of the four-day
confirmation hearing should be accepted because it provides a
better recovery to creditors than the plan.

Mr. Citrin and Mr. Thurber contend that the plan was filed in bad
faith because its primary purposes is to eliminate their equity
interests and it treats the Clay 2014 Loans and the $2.1 Million
Converted Debt as debt without challenging alleged infirmities in
those claims. These contentions are unavailing.

Under the plan, the capital structure of the reorganized debtor
essentially renders Mr. Citrin and Mr. Thurber's contentions
completely academic. Mr. Clay will contribute $1,960,000 of capital
to the reorganized debtor but receive no additional equity interest
than he would obtain as a result of the debt-to-equity election in
the plan. In essence, the plan gives him no credit for the 2014
Loans and the $2.1 Million Converted Debt. This is because if those
claims were recharacterized as equity or avoided and excluded from
Class Three, as Mr. Citrin and Mr. Thurber contend, Mr. Clay would
still receive approximately the same equity percentage on account
of his $1,960,000 capital contribution as he would under the plan
election. The plan, therefore, has the effect of resolving the
recharacterization and avoidance claims in favor of the estate. Mr.
Citrin and Mr. Thurber's contention that the Clay 2014 Loans and
the $2.1 Million Converted Debt should be recharacterized or
avoided is at the center of many of their objections to the plan.
The court determines that the plan provides an appropriate
resolution of those claims, and also that Mr. Clay’s
post-confirmation capital contribution essentially renders these
contentions academic.

Mr. Citrin and Mr. Thurber also contend that the debtor did not
establish that the plan is feasible. The court disagrees. The
debtor submitted a 12-month projection that shows the debtor being
able to service its obligations and remain viable. The debtor was
careful preparing the projections, focused on 52 weeks to make them
realistic, and believes they are accurate and attainable. The
debtor also provided a seven-year projection that shows the debtor
is viable, but given the state of the debtor's technology, making
projections further than 12 months out becomes more speculative.

The projections establish that, with Mr. Clay's contribution of
$1,960,000, the debtor will have enough resources to make all
payments required under the plan. Administrative claims will be
paid, as will the creditors who accepted the 20% payout. Thus, the
feasibility of the plan with respect to creditor claims is not in
doubt.

further factor supporting the plan's feasibility is that the
reorganized debtor will have a simple capital structure with no
interest-bearing liabilities having fixed repayment terms. Mr.
Clay's new funds are made as a capital contribution, and the debtor
has no obligation to make any payments on account of those funds.

The distinction the plan draws between the risk of feasibility to
creditors and the risk to equity holders is appropriate. Creditors
who chose the assurance of a 20% payment will receive that amount.
Creditors who chose equity in the reorganized debtor opted to
participate in the upside of a company whose technology is hopeful
and potentially valuable but not assured. Under the circumstances,
the plan is feasible.

In sum, the court concludes that the debtor has met the
requirements for confirmation of the plan, and overrules the
objections to confirmation raised by Mr. Citrin and Mr. Thurber.
The court also concludes that Mr. Citrin's proposal is subject to
conditions that render it too speculative to be selected over the
certainty of the plan.

A copy of the Court's Memorandum of Decision dated March 5, 2019 is
available at:

     http://bankrupt.com/misc/mdb18-23882-232.pdf

                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.


ROBERT MATTHEWS: March 28 Auction of Palm Beach Property Set
------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Robert Matthews's bidding procedures
and bid protection in connection with the sale of the real property
located at 101 Casa Bendita, Palm Beach, Florida, according to the
plat thereof as recorded in Plat Book 27, Page 22, Public Records
of Palm Beach County, Florida, at auction.

A hearing on the Motion was held on Feb. 5, 2019.

The auction sale to take place on March 28, 2019 at 11 a.m. EST,
onsite at the Property, subject to the terms of the Order and
approval of the Court at a Sale Hearing.

A Sale Hearing is scheduled to be held on April 1, 2019 at 10:00
(EST) for purposes of approving the sale and/or conveyance of the
Property to the highest or best bids that have been accepted
through the Auction, or alternatively to DB Private Wealth Mortgage
Ltd. or its assign.

The sale will be free and clear of all liens, claims, interests and
encumbrances, pursuant to the Order.  At the Sale Hearing, the
Court will also consider the Reorganized Debtor's request to waive
the 14-day stay period pursuant to Fed. R. Bankr. P. 6004(h).

To participate in the Auction bidding process, an interested bidder
must:

     a. wire into the trust account of employed closing agent Rice
Pugatch Robinson Storfer & Cohen, PLLC, an escrow deposit of $1
million no later than 5:00 p.m. (EST) on March 26, 2019;

     b. submit to the Lamar Fisher and Fisher Auction Co., Inc.,
Florida Bankruptcy Advisors, P.L. and Closing Agent by the Bid
Deadline: a fully executed asset purchase agreement in strict
adherence with the final Asset Purchase Agreement filed in the
instant case, with a purchase price, not including any Buyer's
Premium, of not less than the Minimum Bid Amount of $31 million;

     c. together with such financial disclosures and documentation
which demonstrate, in the Liquidating Agent's sole business
judgment, the potential bidder's financial and other capabilities
to consummate the sale in an amount no less than the Minimum Bid.

DB Private will be deemed a Qualified Bidder, and has preserved
credit bid rights up to the amount of its allowed secured claim and
pursuant to the Order.

The minimum opening auction price for the property will be in the
amount of the Highest Qualified Bid, as made by the highest
Qualified Bidder, and will remain subject to higher or otherwise
better offers at the Auction.

A closing of the sale of the Property will occur on or before 15
calendar days after the Order Approving the Sale is entered and
becomes final and non-appealable.

In the event that neither the Liquidating Agent or Broker receive a
timely Qualified Bid, the Liquidating Agent will seek final
approval of the sale to DB Private at the Sale Hearing and pursuant
to the terms and conditions of the Order.

At the Auction, the Reorganized Debtor will identify the Qualified
Bid which it deems to be the highest and best offer received and
which will serve as the opening bid.  

Once the opening bid has been determined:

     a. All Qualified Bidders will be entitled to make subsequent
bids in initial increments of not less than $500,000 at Liquidating
Agent's sole and final discretion, in consultation with Auctioneer,
to decrease such bid increment amount.  Bidding at the Auction will
continue until such time as the highest or best offer is determined
by the Liquidating Agent in the exercise of its sole business
judgment.  The Liquidating Agent, in consultation with the
Auctioneer reserves the right to modify the bidding increments or
announce at the Auction additional procedural rules consistent with
the Motion for conducting the Auction in its sole business
judgment.

     b. In the event that DB Private makes a Subsequent Bid or
otherwise outbids a Qualifying Bidder, and DB Private is the
successful bidder, DB Private will pay, at and as a condition of
closing, funds to the estate in the amount necessary to cover such
purchase price, the full amount of the Buyer’s Premium,  and any
such other amounts, all of which would be paid by a non-DB Private
Qualified Bidder, , less and except any amounts which would be
distributed to DB Private on account of its allowed secured claim.


     c. All Qualified Bids, with the sole exception of DB Private
except as stated, will be subject to a 5% buyer's premium,
calculated by multiplying the gross purchase price for the Property
as identified in the APA, or bid in the form of a Subsequent Bid,
by five percent (.05 or 5%).  To be clear, under no circumstance
will the Buyer's Premium constitute proceeds of the sale or be
subject to the interests of any lienholders.  Rather, the Buyer's
Premium will be used to first compensate the following pursuant to
the Confirmed Plan and outlined: i) the Broker, which compensation
will be inclusive of approved marketing expenses incurred in
connection with the sale of the Property, ii) the buying broker, if
any, iii) Customary Closing Costs, including without limitation all
charges owing to the Closing Agent in connection with the listing,
auction and sale of the Property, iv) the entirety of unpaid
administrative fees of Christian Panagakos and Florida Bankruptcy
Advisors. P.L., and v) any and all other Allowed Administrative
Claims.
   
     d. In the event that there are no Qualified Bids and DB
Private takes title to the Property, DB Private will pay a credit
bid buyer's premium in an amount not to exceed $145,000 to be paid
within 10 days of the order approving the transfer to DB Private
becoming final and non-appealable and the deed to DB Private being
recorded.  The Credit Bidder's Premium will be used to reimburse up
to $30,000 towards the Broker's approved marketing campaign
expenses, up to $15,000 towards the attorney's fees and expenses of
the Closing Agent, and up to $100,000 towards the unpaid
administrative fees of Christian Panagakos and Florida Bankruptcy
Advisors. P.L., including without limitation post-confirmation fees
as both counsel and Liquidating Agent.

     e. Each Qualified Bidder's offer will be irrevocable until the
selection of the Successful Bidder and, if applicable, the
Immediate Back-Up Bidder, provided that if such bidder is selected
as the Successful Bidder or the Immediate Back-Up Bidder, its offer
will remain irrevocable until the time of closing of the sale to
the Successful Bidder or the Immediate Back-Up Bidder.

     f. All broker commissions will be in accordance with the
Orders employing Broker and as outlined herein. The brokers
commission structure, to be paid in its entirety from the Buyer's
Premium as outlined herein, is 2% of the gross sale price, not
including any Buyer's Premium, to the buying broker, if any and ii)
payment to the listing Broker as follows:

          i. $250K fixed fee for a gross sale price up to and
including $33 million, not including the Buyer's Premium;

          ii. 1.0% of the gross sale price if over $33M and up to
and including $36.5 million, not including the Buyer's Premium;

          iii. 1.5% of the gross sale price if over $36.5M and up
to and including $40 million, not including the Buyer's Premium;

          iv. 2.0% of the gross sale price if over $40M, not
including the Buyer's Premium;

          v. If there is not a buyer's broker involved in the sale
of the Property, Broker will evenly split the expected 2% buyer
broker commission with the bankruptcy estate, thereby increasing
such funds to be distributed as a Buyer's Premium as detailed.

          vi. Moreover, in the event that no Qualifying Bid is
received, and DB Private Wealth Mortgage Ltd. or its assigns takes
title to the Property by credit bid, then no broker will be
entitled to any earned commissions, however, DB Private will
reimburse the actual and approved advanced marketing campaign
expenses, up to $30,000 within 10 days of the order approving sale
becoming final and non-appealable and the deed to DB Private being
recorded, as further defined and outlined in the Motion to Approve
Bid Procedures.

          vii. To be clear, Broker will be paid solely from the
fees paid by the buyer that submits the highest and best Qualified
Bid at the Auction, and Broker will not be entitled to any fees or
reimbursement of costs whatsoever from the bankruptcy estate or any
interested parties to the bankruptcy estate, with the exception of
reimbursement of $30,000 from DB Private in the event that DB
Private takes title to the Property by credit bid as provided
herein.

     g. The Closing Agent, Rice Pugatch Robinson Storfer & Cohen,
PLLC, has been selected and has been employed by court approved
application to serve as Closing Agent and Title Agent with respect
to the Sale of the Property.  The Closing Agent is entitled to and
will be compensated from the title premium to be paid by Buyer at
closing in addition to such other compensation, if any, authorized
by the order retaining Closing Agent as special counsel upon
application to the Court.

     h. After the conclusion of the Auction, the two highest and
best bids as determined in the sole and absolute discretion of the
Liquidating Agent will be the Successful Bidder and Immediate
Back-Up Bidder respectively.  

     j. Promptly following the conclusion of the Sale Hearing, the
Closing Agent will return the deposits to each unsuccessful
Qualified Bidder.
   
     k. The Property will be sold in its "as is, where is"
condition and with all faults, with no guarantees or warranties,
express or implied.

     l. Only holders of Allowed Secured Claims (that are otherwise
Qualified Bidders) are permitted to credit bid at the Auction.

In the event that no Qualifying Bid is received, then title to the
Property will be transferred to DB Private and/or its assigns by
Court Order at the April 1, 2019 hearing free and clear of any
liens, claims or encumbrances, without any payment from DB Private
or disbursement to the Reorganized Debtor's estate.

In the event that there are no Qualified Bids and DB Private or its
assigns take title to the Property, no broker will be entitled to
any earned commissions, however DB Private will pay a Credit
Bidder's Premium in an amount not to exceed $145,000 to be paid
within ten days of the order approving sale becoming final and
non-appealable and the deed to DB Private being recorded.  All of
such payments made by DB Private, will be paid by DB Private from
the value DB Private receives from the transfer of the Property
only, and will not constitute a distribution, proceeds of the sale
or be subject to the interests of any lienholders.

A Sale Hearing is scheduled to be held on April 1, 2019 at 10 a.m.
(EST) for purposes of approving the sale and/or conveyance of the
Property to the highest or best bids that have been accepted
through the Auction, or alternatively to DB Private, free and clear
of all liens, claims, interests and encumbrances, pursuant to the
Order.

Pursuant to Bankruptcy Rule 2002(a), the Liquidating Agent will
provide creditors with 21 days' notice of the Sale Hearing through
service of the Order upon all interested parties.  Pursuant to
Bankruptcy Rule 2002(c), such notice must include the date, time
and place of the Auction and the Sale Hearing.

Further, the Liquidating Agent will publish notice of the proposed
sale free and clear of all Lien, with such Liens attaching to the
sale proceeds in the Palm Beach Post not less than once per week
for two consecutive weeks.

Robert Matthews sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 16-23426) on Nov. 6, 2017.  The Debtor tapped Christian
Panagakos, Esq., as counsel.

On Dec. 26, 2018, this Court confirmed the Debtor's Plan of
Reorganization which modified and confirmed the First Amended
Chapter 11 Plan of Reorganization of Robert Matthews.


SCHULDNER LLC: $389K Sale of Three Duluth Properties Denied
-----------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota denied without prejudice Schuldner, LLC's
sale of the following real properties: (i) located at 721 N 7th
Ave. E, Duluth, St. Louis County, Minnesota, PIN 010-3490-01220, to
Taggart Properties, LLC for $125,000; (ii) located at 1128 E 7th
St., Duluth, St. Louis County, Minnesota, PIN 010-3850-02920, to
Jeff Cates for $134,100; and (iii) located at 708 E 7th St.,
Duluth, St. Louis County, Minnesota, PIN 010-2710-06390, to Joseph
F. Eucolono for $130,000.

                     About Schuldner, LLC

Schuldner, LLC, is a privately held company engaged in activities
related to real estate. Schuldner owns 15 single-family rental
homes in Duluth, Minnesota, having a total appraised value of $1.8
million.

Schuldner, LLC. filed for relief under Chapter 11 of Title 11 of
the United States Code (Bankr. D. Minn. Case No. 18-43739) on Nov.
30, 2018.  In the petition signed by Carl L. Green, president, the
Debtor disclosed $1,806,000 in assets and $1,035,000 in debt.  The
Hon. Katherine A. Constantine is the case judge.  John D. Lamey,
III, Esq., at Lamey Law Firm, P.A., is the Debtor's counsel.


SCOTTY'S HOLDINGS: $75K Sale of Alcoholic Beverage Permit Approved
------------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Scotty's Holdings, LLC and
its debtor-affiliates to sell the Indiana Alcoholic Beverage
Permit, license #RR2939999, to Carmel Lofts, LLC for $75,000,
pursuant to the terms of the Asset Purchase Agreement.

On Feb. 25, 2019, a hearing was held on the Sale Motion and the
Objection.

The Court directs the Indiana Alcohol and Beverage Commission to
allow the transfer of the License from the Debtor to the Purchaser
consistent with Indiana Code 7.1-3-24-8 subject to any further
requirements of the Indiana Code.

The Purchaser will legally be entitled to operate under the License
after the Purchaser has complied with Indiana Code 7.1-3-24-10 and
obtained the chairman's approval.

The Debtor will hold the Sale Proceeds in its counsel's trust
account subject to further order of the Court.

The Sale Proceeds will be subject to liens, claims, interests, and
encumbrances, if any, in the same manner and priority as they exist
on the date of the order.  The Debtor and any person or entity
claiming or asserting a lien, claim, interest, and/or encumbrance
in the License or the Sale Proceeds will have their rights reserved
to assert such interest in the Sale Proceeds at a later time.  

The provisions of the order will become effective immediately.  The
Rule 6004(h) 14-day stay is waived.

                     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.



SKYMARK PROPERTIES: Court Nixes Bid for Stay Pending Appeal
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker denied Debtors Skymark Properties
II, LLC and affiliates' motion for a stay pending appeal.

On Feb. 21, 2019, the Court entered orders in Debtors' cases which,
in relevant part (1) dismissed these jointly-administered cases;
(2) barred the Debtors "from filing any new bankruptcy case . . .
for a period of two years after the entry of [the Dismissal]
Order[s];" and (3) barred any other person (individual or entity) .
. . from filing any involuntary bankruptcy petition against the
Debtor[s], for a period of two years after the entry of[the
Dismissal] Order[s]." That same day, the Court also had entered an
order denying the motion filed by the Debtor Skymark Properties
SPE, LLC seeking authority to use cash collateral. On March 6,
2019, the Debtors filed notices of appeal of these orders, and a
motion for a stay of the Dismissal Orders pending appeal.

In the Stay Motion, the Debtors seek the following:

     A stay of enforcement by [Southfield Metro Center Holdings,
LLC pending appeal [of the Dismissal Orders], including the
following specific actions: (1) foreclosure by SMCH of Debtors'
property; (2) sale of Debtors' property by state court receiver(s);
and (3) enforcement by SMCH of the final two steps regarding
assignment of rents under Michigan law (i.e., step 4 - recording of
notice of default; and step 5 - service of recorded notice of
default and instrument creating assignment of rents on tenants).

The factors that courts must apply in determining whether to grant
a stay pending appeal were discussed in Michigan Coalition of
RadioActive Material Users, Inc. v. Griepentrog. These well-known
factors are: (1) the likelihood that the party seeking the stay
will prevail on the merits of the appeal; (2) the likelihood that
the moving party will be irreparably harmed absent a stay; (3) the
prospect that others will be harmed if the court grants the stay;
and (4) the public interest in granting the stay. These factors are
not prerequisites that must be met, but are interrelated
considerations that must be balanced together.

On the first factor, the Court concludes that Debtors' likelihood
of prevailing on the merits of their appeals is very low, and that
there are no serious questions going to the merits of the appeals.
Thus, the first stay factor weighs strongly against granting a stay
pending appeal. The Court's conclusion about this first stay factor
is alone fatal to Debtors' Stay Motion, under the Sixth Circuit's
decision in Griepentrog.

Nor have the Debtors demonstrated that the second stay factor, "the
likelihood that the moving party will be irreparably harmed absent
a stay," favors a stay pending appeal. The Debtors' arguments on
this factor is that:

   1. "If SMCH is permitted to finalize the two remaining steps
regarding assignment of rents (steps 4 and 5), [the] Debtors'
appeal would be rendered moot;" and

   2. "[A]bsent a stay within the scope set forth above, [the]
Debtors will be prevented from preserving the significant equity in
their real property."

These vague allegations are insufficient to satisfy the Debtors'
burden of showing "irreparable harm." Based on this allegation
alone, the Court cannot find and conclude that the Debtors will be
irreparably harmed by its failure to grant the Stay Motion, at
least with regard to the portion of the relief that seeks a stay of
SMCH's enforcement regarding "the final two steps regarding
assignment of rents under Michigan law."

Finally, the third and fourth stay factors, namely, "the prospect
that others will be harmed if the court grants the stay;" and "the
public interest in granting the stay," each weigh against granting
a stay pending appeal. The requested stay pending appeal,
preventing the sale or foreclosure of the property at issue, would
unduly limit the discretion and the options of the Receiver in
exercising its best judgment, subject to the supervision of the
state court, on how to maximize the value of the property for the
benefit of the Debtors' creditors and the Debtors. A stay pending
appeal also would unduly delay the Debtors' creditors from
exercising their rights under state law to collect their debts.

A copy of the Court's Opinion dated March 8, 2019 is available at:

     http://bankrupt.com/misc/mieb19-40211-106.pdf

                 About Skymark Properties III

Skymark Properties III, LLC, is the owner of an office building
located at 1590 Adamson Parkway, Motrow, Georgia 30260.

Skymark Properties III sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-71708) on Dec. 28,
2018.  At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of the same range.  The
petition was signed by Troy Wilson, authorized agent.  Wolfson
Bolton PLLC serves as the Debtor's counsel.


SOVRANO LLC: March 25 Auction of All Assets of Gigi's Debtors Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the bidding procedures of Gigi's Cupcakes, LLC, Gigi's
Operating, LLC, and Gigi's Operating II, LLC, affiliates of
Sovrano, LLC, in connection with their sale of substantially all
assets to MTY Franchising USA, Inc. for (i) a cash payment of $2
million and (ii) the assumption of certain liabilities, subject to
overbid.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: March 20, 2019 at 5:00 p.m. (CT)

     b. Initial Bid: The sum of the proposed purchase price
described in the Buyer's APA plus the amount of the Break-Up Fee

     c. Deposit: $100,000 cash

     d. Auction: If necessary, an Auction with respect to the
Assets will be held at the offices of Kelly Hart & Hallman, Fort
Worth, Texas on March 25, 2019 at 1:00 p.m. (CT).  Only Qualified
Bidders and their legal and financial advisors will be entitled to
attend and/or bid at the Auction, in addition to the Debtor’s
secured lenders and a representative of the Office of the U.S.
Trustee, who will be entitled to attend.

     e. Bid Increments: $100,000

     f. Sale Hearing: March 28, 2019, at 1:30 p.m. (CT)

     g. Objection Deadline: March 15, 2019 at 5:00 p.m. (CT)

     h. At the Auction, if any, any Qualified Bidder who has a
valid, stipulated lien on any Asset(s) will have the right to
credit bid all or a portion of the value of such Credit Bidder's
claims.

The Debtors are authorized to pay, without further order of the
Court, to the Buyer the Break-Up Fee in the event that such
Break-Up Fee is payable under the terms of the Buyer's APA and the
Bidding Procedures.

On March 1, 2019, the Debtors will serve on all contract and lease
counterparties the Assumption and Assignment Notice.  All
objections to any assumption and assignment of any lease or
contract, must be filed no later than the Objection Deadline.
Unless the
counterparty or any other entity properly files an objection to the
supplemental Assumption and Assignment Notice within the earlier
of: (i) 10 days of the date of the Assumption and Assignment
Notice; or (ii) March 25, 2019 at 5:00 p.m. (CT) the Debtors may
assume and assign the contract or lease, subject to the occurrence
of the Closing, without further order or notice of hearing.

In the event the Successful Bidder after the Auction is other than
Buyer, then each Counterparty to an Assumed and Assigned Contract
will have until March 27, 2019 at noon (CT) to file an objection to
the proposed assumption and assignment of contracts and leases by
such Successful Bidder.  

On March 1, 2019, the Debtors will cause a copy of the Bidding
Procedures Order, Bid Procedures, Assumption and Assignment Notice
and Notice of Auction and Sale Hearing upon all interested
parties.

On March 22, 2019, Debtors will file with the Court and serve on:
i) the Contract Counterparty (and its attorney, if known) to each
contract and lease that may be assumed and assigned; ii) the Buyer;
and iii) all parties set forth in the Debtors’ Official Service
List maintained in these cases, a notice identifying all Qualified
Bidders.

On March 26, 2019, following the Auction, the Debtors will file
with the Court and serve on the Contract Counterparty (and its
attorney, if known) to each assumed and assigned contract or lease,
a notice (a) identifying the Successful Bidder(s); and (b) stating
which contract(s) and/or lease(s) will be assumed and assigned
thereto.

Any stay of the Order, whether arising from Rules 6004 and/or 6006
of the Federal Rules of Bankruptcy Procedure or otherwise, is
expressly waived and the terms and conditions of the Order will be
effective and enforceable immediately upon its entry.

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

     http://bankrupt.com/misc/Sovrano_LLC_148_Order.pdf

                        About Sovrano LLC

Sovrano, LLC, is a private equity group specializing in lower
middle-market investments. The Company invests in the food services
or restaurant industry.  In 2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969.  Sovrano, LLC, is based in Fort
Worth,
Texas.  

On Jan. 4, 2019, Sovrano,LLC (Lead Case) and its subsidiaries filed
voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case No.
19-40067).  The Debtors filed a motion for joint administration,
seeking consolidation of their respective estates for
administrative purposes only.

The Hon. Edward L. Morris is assigned to the cases.

Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

    Debtor                                             Case No.
    ------                                             --------
    Sovrano, LLC (Lead Case)                           19-40067
    Mr. Gatti's, LP                                    19-40069
    Gatti's Great Pizza, Inc.                          19-40070
    Gigi's Cupcakes, LLC                               19-40072
    Gigi's Operating, LLC                              19-40073
    Gigi's Operating II, LLC                           19-40074

In the petition signed by Kyle C. Mann, vice chairman, Sovrano LLC
estimated assets of $10 million to $50 million and total estimated
liabilities of $10 million to $50 million.

The Debtors tapped Kelly Hart & Hallman LLP as bankruptcy counsel.



SS&C TECHNOLOGIES: Moody's Rates $750MM Sr. Unsecured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed SS&C Technologies Holdings,
Inc.'s Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of
Default Rating ("PDR"), the Ba3 rating on the company's senior
secured credit facilities at its subsidiaries, and the issuer's
Speculative Grade Liquidity (SGL) rating of SGL-1. Concurrently,
Moody's assigned a B2 rating to the company proposed $750 million
unsecured notes. Proceeds from this financing will be used to repay
a portion of currently outstanding bank debt and the affirmation of
the existing ratings reflects the largely debt leverage neutral
nature of this refinancing transaction. The ratings outlook is
stable.

Moody's assigned the following ratings:

Issuer: SS&C Technologies, Inc.

$750 million Senior Unsecured Gtd Global Notes due 2027 -- B2
(LGD6)

Moody's affirmed the following ratings:

Issuer: SS&C Technologies Holdings, Inc.

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Issuer: SS&C Technologies, Inc.

Senior Secured Term Loans Affirmed Ba3 (LGD3 from LGD4)

Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD3 from
LGD4)

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

Senior Secured Term Loans, Affirmed Ba3 (LGD3 from LGD4)

Outlook Action:

Issuer: SS&C Technologies Holdings, Inc.

Outlook remains Stable

Issuer: SS&C Technologies, Inc.

Outlook remains Stable

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

Outlook remains Stable

RATINGS RATIONALE

SS&C's Ba3 CFR, which is weakly positioned, is constrained by the
issuer's elevated pro forma gross leverage of approximately 6x
debt-to-EBITDA (Moody's adjusted), the company's acquisitive growth
strategy, and execution risk related to the integration of three
sizable acquisitions consummated over the past year. Additionally,
the company's ratings are negatively impacted by the company's
concentrated vertical market focus as a provider of software and
software-enabled services to the economically sensitive financial
services industry. The ratings are supported by SS&C's large
operating scale, sizeable free cash flow ("FCF") driven by strong
projected profitability, and management's solid track record of
integrating prior acquisitions and quickly deleveraging after
acquisitions. SS&C generates about 90% of its revenues from
recurring, transactions-based services. The company has very good
liquidity which provides cushion to absorb temporary operational
challenges.

The B2 rating for the senior unsecured notes reflects SS&C's Ba3-PD
PDR as well as a Loss Given Default ("LGD") assessment of LGD6 and
is two notches lower than the CFR given the notes' effective
subordination to the issuer's secured credit facilities.

The SGL-1 liquidity rating reflects SS&C's very good liquidity,
with pro forma cash of approximately $163 million as of December
31, 2018 and Moody's expectation of approximately $600 million in
pro forma FCF over the coming 12 months. The company's liquidity is
also supported by nearly full borrowing availability under the
company's $250 million revolver. Borrowings under revolving credit
facility are subject to net leverage ratio covenant (7.25x
initially with additional step-downs) if utilization exceeds 30%.
Moody's does not expect the covenant to be triggered and the
company has ample operating cushion under the covenant. The term
loans do not include any financial maintenance covenants and
require mandatory repayment from excess cash flow based on leverage
levels.

The stable outlook reflects Moody's expectations that SS&C's FCF
will increase to the high single digit percentages of total debt
over the next 12 to 18 months and total debt to EBITDA (both
Moody's adjusted) will decline towards the low 5x level (pro forma
for expected synergies) by the end of 2019, with further
strengthening of the credit metrics in 2020.

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating could be upgraded if SS&C successfully integrates recent
acquisitions and establishes a track record of conservative
financial policies while realizing strong earnings growth and
sustaining total debt to EBITDA (Moody's adjusted) below 4x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The ratings could be downgraded if SS&C's experiences meaningful
disruptions as it integrates recent acquisitions which pressure
operating performance and delay debt repayment efforts, such that
debt leverage is expected to remain above 5x and FCF is modest over
an extended period of time.

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

SS&C is a leading provider of software and software-enabled
services to over 11,000 clients in the financial services industry.


STORE IT REIT: Seeks to Extend Exclusivity Period to June 10
------------------------------------------------------------
Store it REIT, LLC asked the U.S. Bankruptcy Court for the Southern
District of Texas to extend the period during which it may obtain
approval and confirm its Chapter 11 plan through June 10.

The company on Feb. 28 filed a motion to sell its largest asset
which was an interest in South Mason with the consent of the
tenant-in-common co-owners.  A hearing on the motion is set for
March 21 and the buyer will have a 30-day due diligence period.

The sale is expected to close within the next 45 to 60 days that
will change the scope of the plan and require further revisions to
the disclosure statement, which would contemplate partial
distributions from the sale proceeds, according to court filings.


                        About Store It REIT

Store It REIT, Inc., formerly known as Evergreen Realty REIT, Inc.,
and American Spectrum REIT I, Inc., is a privately held company in
Ketchum, Idaho engaged in activities related to real estate.  The
Company has 98.64% equity interest in Evergreen REIT, LP.
Evergreen REIT, LP, is a real estate investment trust owning
interest in entities that own tenant in common, limited
partnership, and/or general partnership interest in three
self-storage facilities.

Store It REIT filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 18-32179) on April 27, 2018, listing $13.18
million in total assets and $127,143 in total liabilities.  The
petition was signed by William J. Carden, president and director.
Judge Marvin Isgur presides over the case.  The Debtor tapped
Deirdre Carey Brown, Esq., at Hoover Slovacek LLP, as its
bankruptcy counsel.

On July 3, 2018, the Office of the U.S. Trustee appointed an
official committee of equity security holders.  The equity
committee tapped Polsinelli PC as its legal counsel.

The equity committee has sought appointment of an examiner in the
company's Chapter 11 case.

The Debtor has filed a plan of liquidation and disclosure
statement.


SUMMIT HME: Seeks to Extend Exclusive Filing Period to June 7
-------------------------------------------------------------
Summit HME, 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 June 7, and to
solicit acceptances for the plan through Aug. 7.

Since the company filed for bankruptcy protection, its principals
have been marketing its business in an effort to find a buyer.  The
principals have so far sought bids for the business from three
prospective buyers but have not yet received an offer.

Summit HME sees the use of proceeds from the sale as the only
realistic means available for the company to pay its creditors.
Creditors cannot be paid until the company is able to sell its
business, which is a significant asset of the company, according to
court filings.

                      About Summit HME Inc.

Summit HME, Inc. -- https://summithmeinc.com/ -- is a family-owned
supplier of home medical equipment in San Antonio, Texas.  Aside
from home medical equipment products, the company also provides
services such as insurance-billing, home delivery and setup,
clinical programs, emergency support and home evaluations and
installations of its accessibility product lines.  

Summit HME sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Texas Case No. 18-52675) on Nov. 8, 2018.  In the
petition signed by Shawn R. McCormick, president and CEO, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.  Judge Craig A. Gargotta presides over
the case. The Debtor tapped the Law Office of Anthony H. Hervol as
its legal counsel.


SUNOCO LP: S&P Assigns 'BB-' Rating on New Sr. Unsecured Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to U.S.
midstream energy partnership Sunoco L.P.'s proposed senior
unsecured notes due 2027.

The rating action follows Sunoco's announcement of a private
offering of the notes. Sunoco Finance Corp., a wholly owned
subsidiary, is a co-issuer of the notes. Sunoco intends to use the
net proceeds from this offering to repay a portion of outstanding
borrowings under its $1.5 billion revolving credit facility.

S&P said the '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a payment default.

"Our 'BB-' issue-level rating and '3' recovery rating on the
partnership's existing senior unsecured notes is unchanged. The
stable outlook reflects our belief that Sunoco's leverage will
generally be at the lower end of its 4.5x-4.75x guidance range and
distribution coverage will be in the 1.3x area," S&P said.  "We
also expect Sunoco will continue to implement its strategy to
expand it fuel distribution business while adding fee-based
logistics assets that we believe will diversify its business."

Sunoco's fair business risk profile reflects the partnership's
meaningful scale, scope, and asset focus on wholesale fuel
distribution, with a small but growing emphasis on complimentary
midstream assets to diversify cash flows. S&P views Sunoco's
wholesale fuels distribution business as having considerable
economies of scale and providing a relatively stable cash flow
stream that will account for about 70% of Sunoco's gross profit.
Sunoco has one of the largest wholesale fuel logistics platforms in
the U.S., suppling fuel to about 10,000 convenience stores,
independent dealers, commercial customers, and distributors  across
more than 30 states located mainly along the Eastern seaboard and
in Texas and Hawaii. As of Dec. 31, 2018, the business distributed
about eight billion gallons of motor fuels.

"The stable outlook reflects our belief that Sunoco will continue
to implement its strategy to expand it fuel distribution business
while adding fee-based logistics asset that we believe will
diversify its business and provide cash flow stability," S&P said.
"We believe Sunoco's leverage will generally be at the lower end of
its 4.5x-4.75x guidance range, and distribution coverage will be in
the 1.3x area."

S&P said it could lower the rating if operational performance were
weaker than expected, such that debt to EBITDA approached 5.5x,
with no clear path to improvement, and that the rating could also
be pressured if Sunoco were unable to execute its strategy to
expand its wholesale business and diversify its portfolio with
ratable midstream assets. S&P also expects Sunoco to keep a healthy
distribution coverage ratio of at least 1.2x, allowing the
partnership to maintain balance sheet flexibility.

Higher ratings are possible over time, if Sunoco can continue to
add ratable, fee-based midstream assets and expand this business
into a scalable segment to complement its wholesale fuel
distribution business, according to S&P. S&P also expects the
partnership to embrace a more conservative financial policy, such
that distribution coverage is at least 1.2x and debt to EBITDA is
below 4.5x consistently.


SUNSHINE GROUP: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: The Sunshine Group, LLC
        PO Box 80624
        San Marino, CA 91118-8624

Business Description: The Sunshine Group, LLC owns the Capistrano
                      Seaside Inn located at 34862 Pacific Coast
                      Hwy. Capistrano Beach, CA 92624.

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Case No.: 19-12760

Judge: Hon. Ernest M. Robles

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 1200
                  Irvine, CA 92612
                  Tel: 949-798-2460
                  Fax: 949-955-9437
                  E-mail: kmurphy@goeforlaw.com
                          rgoe@goeforlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ramesh Manchanda, manager.

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/cacb19-12760.pdf


SYNERGY PHARMACEUTICALS: $200M Sale of All Assets to Bausch Okayed
------------------------------------------------------------------
Judge James L. Garrity, Jr., of U.S. Bankruptcy Court for the
Southern District of New York authorized Synergy Pharmaceuticals,
Inc. and affiliates to sell substantially all assets to Bausch
Health Cos., Inc. for total consideration of approximately $200
million, pursuant to their Amended and Restated Asset Purchase
Agreement.

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

Immediately upon receipt by the Debtors, a portion of the net
proceeds of the Sale will be distributed by the Debtors to the DIP
Loan Agent, on behalf of the DIP Secured Parties, to satisfy in
full the outstanding obligations under the DIP Facility.

Subject to the limitations set forth in section 503(c)(2)(B), the
Debtors are authorized to pay severance obligations to their
employees in accordance with the terms and conditions of their
Severance Plan and the Stalking Horse Agreement, up to the amount
of $14,450,000 in the aggregate.

The Debtors are authorized and directed at the Closing to assume
and assign each of the Assigned Contracts to the Purchaser (or its
designee), and to execute and deliver to the Purchaser (or its
designee) such documents or other instruments as may be necessary
to assign and transfer the Assigned Contracts to the Purchaser (or
its designee)..

Until the entry of a final order of judgment or settlement with
respect to all defendants in the litigation captioned as In re
Synergy Pharmaceuticals, Inc. Securities Litigation, Case No.
18-cv-00873-AMD-VMS, the Debtors (before the Closing Date), the
Purchaser and any other transferee of the Debtors' books, records,
documents, files, electronic data (in whatever format, including
native format), or any tangible object relevant for discovery
purposes in the Securities Litigation, wherever stored will
preserve and maintain the Relevant Books and Records.  For the
avoidance of doubt, the Purchaser will only preserve and maintain
Relevant Books and Records that are Acquired Assets.

All time periods set forth in this Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7062, and 9014 or otherwise, the terms and
conditions of the Sale Order will be effective immediately upon
entry and the Debtors, BH and the Purchaser are authorized to close
the Sale
immediately upon entry of the Sale Order.

A copy of the Agreement attached to the Order is available for free
at:
    
http://bankrupt.com/misc/Synergy_Pharmaceuticals_484_Order.pdf

                 About Synergy Pharmaceuticals

Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a
biopharmaceutical company focused on the development and
commercialization of novel gastrointestinal (GI) therapies.  The
company has pioneered discovery, research and development efforts
around analogs of uroguanylin, a naturally occurring human GI
peptide, for the treatment of GI diseases and disorders.  Synergy's
proprietary GI platform includes one commercial product TRULANCE(R
(plecanatide) and a second product candidate - dolcanatide.

Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy
Advanced Pharmaceuticals, Inc., filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12,
2018.  

In the petitions signed by Gary G. Gemignani, executive vice
president and chief financial officer, the Debtors posted total
assets of $83,039,825 and total liabilities of $179,282,378 as of
Sept. 30, 2018.

The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as
special counsel; FTI Consulting, Inc. as financial advisor;
Centerview Partners Holdings LP as investment banker; and Prime
Clerk LLC, as notice and claims agent.

The U.S. Trustee for Region 2 on Jan. 29, 2019, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.


T CAT ENTERPRISE: $44K Sale of Talbert Trailer to J.A. Approved
---------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized T CAT Enterprise, Inc.'s
sale of a 2015Talbert 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.  

                     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.


THINGS REMEMBERED: Taps Ernst & Young as Tax Services Provider
--------------------------------------------------------------
Things Remembered, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ernst & Young LLP.

E&Y will provide these tax-related services to administer the
Debtors' bankruptcy estates:

(a) Bankruptcy Tax Services

   -- advise Debtors' personnel to develop an understanding of the
tax issues and options related to Debtors' Chapter 11 filing;

   -- advise Debtors on the federal, state and local income tax
consequences of any proposed plan of reorganization;

   -- advise Debtors on the tax implication of reorganization or
restructuring alternatives that they are evaluating with existing
bondholders and other creditors that may result in a change in the
equity, capitalization or ownership of the shares and assets of
Debtors;

   -- gather information, prepare section 382 calculations and
apply the appropriate federal, state and local tax law to historic
information regarding changes in the ownership of Debtors' stock to
calculate whether any of the shifts in stock ownership may have
caused an ownership change that will restrict the use of tax
attributes (such as net operating loss, capital loss, credit carry
forwards, and built in losses) and the amount of any such
limitation;

   -- prepare calculations and apply the appropriate federal, state
and local tax law to determine the amount of tax attribute
reduction related to debt cancellation income and modeling of tax
consequences of such reduction;

   -- provide advice regarding ASC 740 and fresh start accounting;

   -- update the draft tax basis balance sheets and draft
computations of stock basis as of certain relevant dates for
purposes of analyzing the tax consequences of alternative
reorganization structures;

   -- analyze federal, state and local tax treatment of the costs
and fees incurred by Debtors in connection with their bankruptcy
proceedings, including tax return disclosure and presentation;

   -- analyze federal, state and local tax treatment of interest
and financing costs related to debt subject to automatic stay, and
new debt incurred as the Debtors emerge from bankruptcy;

   -- advise Debtors regarding tax aspects of the bankruptcy
process;

   -- analyze federal, state and local tax consequences of
restructuring and rationalization of inter-company accounts, and
upon written request, analyze tax impacts of transfer pricing and
related cash management;

   -- analyze federal, state and local tax consequences of
restructuring in the U.S. or internationally during bankruptcy;

   -- analyze federal, state and local tax consequences of
potential bad debt and worthless stock deductions, including tax
return disclosure and presentation;

   -- analyze federal, state and local tax consequences of employee
benefit plans as requested in writing;

   -- assist with various tax, compliance and audit issues arising
in the ordinary course of business while in bankruptcy;

   -- assist, as requested and as permissible, with determining the
validity and amount of bankruptcy tax claims or assessments;

   -- advise on the potential for seeking cash tax refunds; and

   -- provide documentation, as appropriate or necessary, of tax
analysis, opinions, recommendations, conclusions and correspondence
for any proposed restructuring alternative, bankruptcy tax issue or
other tax matters.

E&Y will perform these services for review and approval by Debtors'
management related to the year ended December 31,2017:

   -- prepare calculations, including but not limited to book-tax
differences, tax expense reconciliation deferred roll forward and
effect tax rate as requested by Debtors;

   -- prepare tax provision working papers for review by Debtors;

   -- assist Debtors in documenting deferred tax assets and
liabilities, including any valuation allowance;

   -- review deferred tax balances and reconcile identified
temporary differences;

   -- assist Debtors in documenting international, federal, state
and local items, if any, of benefit/exposure that may be subject to
tax authority challenge.

(b) Tax Compliance Services

E&Y will prepare the U.S. federal income tax return, Form 1120, for
the Debtors for the years ended February 2, 2019 and February 1,
2020. If the tax year ended February 1, 2020 is earlier due to a
transaction that results in a termination or short period tax
returns, E&Y will file the tax returns for that period.

(c) Personal Property Tax Services

   -- assist the Debtors in the development of a property tax
calendar for calendar years 2019 and 2020;

   -- prepare extensions, where available, for locations that have
filing due dates on or before January 31, and should extensions be
needed for locations with a due date after January 31, E&Y will
prepare on an as-needed basis;

   -- prepare business personal property renditions for locations
in accordance with the property tax calendar using client-prepared
account information consistent with reporting guidelines for each
jurisdiction;

   -- where identified by the Debtors, prepare personal property
exemption applications;

   -- review the personal property notices of value received from
taxing jurisdictions and discuss with the Debtors those properties
where the rendered value and actual value are above the mutually
agreed upon threshold to determine which locations should be
potentially selected for appeal;

   -- provide requested data on locations selected for personal
property audit to the Debtors or the respective taxing jurisdiction
or their authorized representative; and

   -- prepare reports from third party software system upon
request.

For bankruptcy-related tax services, E&Y will be paid at these
hourly rates:

     Partner                         $750 - $950
     Senior Manager                  $680 - $800
     Manager                         $475 - $600
     Senior                          $350 - $460
     Associate/Staff                 $200 - $250
     Administrative Assistant/Intern  $70 - $100

E&Y will charge a fee of $221,980 for the tax compliance services,
provided that the firm receives all information necessary for the
completion of the returns.  This fee will be paid as follows:

     Tax Year                Fee
     --------             --------
     2/2/2019             $109,890
     2/1/2020 or earlier  $112,090

The foregoing fees are payable as follows:

  -- 50% of the current year fee upon execution of the statement of
work for Tax Compliance Services.

  -- 35% of the current year fee on April 30, 2019.

  -- The balance of the current year fee plus expenses upon
completion of the returns.

  -- Year ended February 1, 2020, or earlier depending on result of
the bankruptcy restructuring: Payment schedule to be agreed upon by
client and EY LLP once that information is available and
finalized.

For personal property tax-related services, E&Y will charge a fee
of $107,000, of which $53,000 is due and payable immediately upon
execution of the statement of work. The remaining $54,000 is due
and payable on January 1, 2020.

E&Y received a $20,000 retainer from the Debtors for tax services.

John Simon, principal of E&Y, attests that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     John F. Simon
     Ernst & Young, LLP
     155 North Wacker Drive
     60606 Chicago
     Phone: +1 312 879 2000
     Fax: +1 312 879 4000
     Email: jfsimon@ey.com

                  About Things Remembered

Things Remembered, Inc., along with affiliates, are multi-channel
personalized apparel and accessory retailers.  Their retail
approach focuses on customized gifts for milestone occasions such
as weddings, birthdays, holidays, and graduations.  The Company
offers their merchandise through their catalog, e-commerce website,
and approximately 400 stores in shopping malls throughout the
United States and Canada.  They are headquartered in Highland
Heights, Ohio.

Things Remembered, along with two affiliates filed for Chapter 11
bankruptcy (Bankr. D.Del. Case No. 19-10234) on Feb. 6, 2019.  In
the petitions signed by CRO Robert J. Duffy, the Debtors estimated
$50 million to $100 million in assets and $100 million to $500
million in liabilities.

Judge Kevin Gross oversees the Debtors' cases.

The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Landis Rath & Cobb LLP as local bankruptcy counsel; Davies
Ward Phillips & Vineberg LLP as Canadian counsel; Berkeley Research
Group, LLC as restructuring advisor; Stifel, Nicolaus & Co., Inc.
and Miller Buckfire & Co., Inc. as financial advisors and
investment bankers; and Prime Clerk, LLC as notice and claims
agent.

                          *     *     *

The Debtors have a stalking horse bid from Enesco LLC, an
international gift-ware business that is a portfolio company of
Balmoral Funds LLC.  The stalking horse bid is for $17.5 million in
cash, subject to post-closing adjustments, and includes a $3
million earnest money deposit.


THOR INDUSTRIES: Moody's Alters Outlook on Ba2 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed ratings for Thor Industries,
Inc., including the Ba2 Corporate Family Rating (CFR), the Ba2-PD
Probability of Default Rating and the Ba2 senior secured rating.
The rating outlook has been changed to negative from stable.

RATINGS RATIONALE

The negative outlook reflects contractions in Thor's sales and
earnings as a result of recent RV dealer inventory rationalization
efforts. Moody's expects that dealers will continue to reduce
inventory levels through the end of fiscal 2019. This will lead to
further topline and earnings pressures, a weaker set of credit
metrics, and more elevated financial leverage.

The Ba2 CFR balances Thor's significant scale, comparatively strong
balance sheet, and the company's leading market positions against
the cyclical and competitive nature of the RV industry that is
highly vulnerable to economic downturns. The rating favorably
considers Thor's strong competitive standing in North America and
Europe, a portfolio of well-known brands, and the company's broad
RV offering that touches multiple price points and segments.

Thor's large-sized acquisition of Erwin Hymer for $2.3 billion
(almost entirely debt-financed) has coincided with a very
meaningful drop in wholesale shipments that have weighed on
earnings and resulted in higher than expected financial leverage
(Moody's adjusted debt-to-EBITDA of about 3.25x as of January 2019
versus Moody's expectations of around 2.5x). 1H FY 2019 revenues of
$3 billion are down almost 30% (for both motorized and towable
vehicles) while YTD adjusted EBITDA of $180 million is off almost
50%, leading to an across the board weakening of credit metrics.
Thus far, RV retail sales have remained steady (North American
retail sales in 2018 of 488k were up modestly against the prior
year) but given the highly cyclical nature of the industry, an
expectation of weakening retail sales or a further sustained
decline in wholesale sales would be of significant concern and
would create downward rating pressure. The onset of meaningful
dealer rationalization efforts for Erwin Hymer (based in Europe) or
expectations for weakened operating performance at this subsidiary
would also cause downward rating pressure.

The SGL-1 Speculative Grade Liquidity rating denotes Moody's
expectations of a very good liquidity profile over the next 12
months. Cash on hand as of January 2019 was around $300 million and
amortization on term debt is modest at $21 million per annum.
Moody's anticipates healthy free cash free generation during fiscal
2019 and expect FCF-to-Debt (before dividends) to be well in excess
of 10%. External liquidity is provided by a $750 million
asset-backed revolver ($100 million was drawn to fund the Erwin
Hymer acquisition) that expires in February 2024. The ABL facility
contains a springing minimum fixed charge coverage ratio of 1.0x
that comes into effect if availability is less than the greater of
$60 million or 10% of the maximum available credit.

Any upward rating action would be predicated on expectations of a
highly conservative financial policy along with a demonstrated
ability to consistently generate strong free cash flow. A more
diversified product offering that reduced Thor's reliance on highly
cyclical RV markets would also be supportive of upward rating
pressure. The ratings could be upgraded if Moody's adjusted
Debt-to-EBITDA was expected to remain below 1.0x while maintaining
EBITDA margins around 10%. Given Thor's vulnerability to highly
cyclical end-markets, Moody's would expect the company to maintain
credit metrics that are stronger than levels typically associated
with companies at the same rating level.

The ratings could be downgraded if Moody's adjusted Debt-to-EBITDA
was expected to remain above 3.5x. An expectation of a weakening in
RV retail sales levels or a further weakening of wholesale sales
would create downward rating pressure. Any near-term debt-financed
acquisitions or share-holder distributions would likely cause
downward rating pressure. A weakening liquidity profile involving
reduced free cash generation or a reliance on external sources of
financing could result in a ratings downgrade. A deterioration in
operating performance such that EBITDA margins were expected to
remain below 8%, or the loss of a major dealer, or expectations of
a sustained erosion of market share could also result in downward
rating action.

The following is a summary of Moody's rating actions:

Issuer: Thor Industries, Inc.

Corporate Family Rating, affirmed Ba2

Probability of Default Rating, affirmed Ba2-PD

Speculative Grade Liquidity Rating, affirmed SGL-1

Senior Secured Bank Credit Facility, affirmed Ba2 (LGD4)

Outlook, changed to Negative from Stable

Thor Industries, Inc., headquartered in Elkhart, Indiana, is a
leading designer and manufacturer of recreational vehicles
including travel trailers, fifth wheels, specialty trailers,
motorhomes, caravans, and campervans. The company primarily
operates in North America and Europe and sells its products under
brands such as Keystone, Airstream, Heartland, Jayco, Thor
Motorcoach, Hymer, and Niesmann Bischoff. Pro forma for the
acquisition of Erwin Hymer, the combined companies will generate
about $10 billion in annual revenues.


TIVO CORP: Moody's Lowers CFR to B1, Outlook Stable
---------------------------------------------------
Moody's Investors Service downgraded TiVo Corporation's Corporate
Family rating ("CFR") to B1 from Ba3 and Probability of Default
rating ("PDR") to B1-PD from Ba3-PD. Moody's also downgraded Rovi
Solutions Corporation's, a subsidiary of TiVo, senior secured term
loan rating from Ba2 to Ba3. The ratings outlook remains stable.

In February 26, 2019, the company reported a 16% decline in revenue
and 31% decline in EBITDA (per management's definition) for fiscal
year 2018, mainly driven by the expiration of the legacy TiVo Time
Warp agreement and ongoing exit from hardware sales. More than a
year ago, in February 2018, TiVo announced it is reviewing its
strategic alternatives, including among other options a potential
separation of the IP and Products segments and/or a sale of all or
parts of the business. TiVo is expected to communicate the outcome
over the next few months. Ratings could be further impacted
depending on the profile of the remaining business and the final
capital structure.

Downgrades:

Issuer: Rovi Solutions Corporation

  - Senior Secured Bank Credit Facility, Downgraded to Ba3
    (LGD3) from Ba2 (LGD3)

Issuer: TiVo Corporation

  - Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

  - Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2

  - Corporate Family Rating, Downgraded to B1 from Ba3

Outlook Actions:

Issuer: Rovi Solutions Corporation

  - Outlook, Remains Stable

Issuer: TiVo Corporation

  - Outlook, Remains Stable

RATINGS RATIONALE

The downgrade reflects the increased debt to EBITDA at
approximately 6.5x (Moody's adjusted) at year-end 2018 from 4.4x at
year-end 2017, and the uncertainty resulting from the longer than
expected strategic review process. Moody's expects debt to EBITDA
to trend lower towards 6.0x over the next 12-24 months, should TiVo
remain a going concern with the current assets and capital
structure post completion of the strategic review. The ratings are
also constrained by the uncertainty from the ongoing litigation
process with Comcast Corporation ("Comcast") over IP licenses, and
the risk that a negative settlement could affect the pricing of
other contracts with large pay TV customers. Moreover, TiVo has a
$345 million convertible bond (unrated) maturity in March 2020,
which diminishes the company's liquidity in the absence of a
refinancing transaction.

The high leverage and sizeable maturity risks are partially
mitigated by TiVo's strong cash and investments balance of $394
million as of December 31, 2018. While cash flow from operations
remains solid, nearly 50% is distributed to shareholders as
dividends resulting in free cash flow to debt under 5% for the
twelve months ended December 30, 2018. TiVo's broad portfolio of
interactive program guide ("IPG") and digital video recorder
("DVR") related patents and strong market position, particularly in
North America, provide additional support to the rating.

The Ba3 instrument rating on Rovi Solutions Corporation's senior
secured term loan, one notch higher than TiVo's CFR, reflects the
B1-PD PDR and an LGD3 Loss Given Default assessment ("LGD"),
reflecting the secured term loan's senior position to the
convertible bond.

TiVo's SGL-3 speculative grade liquidity rating reflects Moody's
expectation of adequate liquidity profile over the next year.
TiVo's sources of liquidity comprise its pro forma cash and
investment balances of about $394 million and positive projected
annual FCF over the next year. Moody's notes TiVo has ample
capacity to increase free cash flow by decreasing its large
dividend ($89 million in fiscal year 2018) if its liquidity profile
weakens and it is unable to cover or refinance its near-term
maturities.

The stable rating outlook reflects Moody's expectation that revenue
will remain under pressure as the remainder of the legacy Time Warp
revenue rolls off in 2019, partially offset by the ongoing cost
cutting efforts, and that the capital structure and financial
policies of the company upon the conclusion of the strategic review
will remain appropriate for the current rating level.

Given the pending strategic review and recent spike in leverage, a
ratings upgrade is not expected in the near term. The ratings could
be upgraded over time if the company demonstrates consistent
revenue and profitability growth by expanding into new revenue
streams and securing long term contracts with key customers, such
that debt-to-EBITDA and FCF to debt are expected to be maintained
below 4x and in excess of 12.5%, respectively. An upgrade would
also require the company to adhere to conservative financial
policies and maintain a good liquidity profile.

The ratings could be downgraded if the company i) receives an
unfavorable ruling on its litigation with Comcast that could set a
precedent for other pay TV provider renewals, ii) fails to renew
contracts with other major customers on favorable terms or incurs
significant litigation costs that pressures profitability or
liquidity, iii) engages in more aggressive financial policies, iv)
appears unlikely to reduce and sustain financial leverage below 6x
and free cash flow to debt greater than 5% or v) liquidity becomes
diminished.

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

TiVo Corporation's ("TiVo") products and services enable content
discovery and advertising in the entertainment technology industry.
The Company has a patent portfolio covering aspects of content
discovery, digital video recording ("DVR") and video-on-demand
("VOD") functionality, multi-screen functionality, as well as
interactive applications and advertising, which are used in
deploying Interactive Program Guides ("IPG") and DVRs. TiVo
generated $696 million of revenue in the twelve months ending
December 31, 2018.


TM VILLAGE: Allowed to Sell Property Free of Liens, Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Debtor TM Village, Ltd.'s motion to sell property free and
clear of all liens, claims, and encumbrances.

The Debtor moved d to sell 43 condominium units pursuant to
prepetition sales contracts the court has authorized it to assume.
Responses to the Motion to Sell were filed by: (1) the majority of
counterparties to the Contracts, who refer to themselves as the
"Condo Owners;" (2) senior lienholders Tamamoi, LLC and FDRE, Inc.
(3) Richard Yao, as successor in interest to Yaling Pei, Di Zhang
and Young Chen; and (4) second lienholder SKR Partners, LLC.

Here, the Court finds that the Debtor's decision to sell the
Condominiums to the Condominium Owners is a sound exercise of the
Debtor's business judgment because breaching the assumed
obligations by reselling the units now would not necessarily yield
the bounty the objecting parties suggest. Instead, breach of the
assumed Contracts would give rise to substantial administrative
claims against the estate. Also, the Condo Owners' rights under 11
U.S.C. section 365(i) and (j) to continue to occupy or
alternatively hold liens on the units likely would result in
protracted litigation over parties' property rights and in any case
prevent the Debtor from giving clear title to new purchasers.

Although the court has discretion in fashioning adequate
protection, section 361(2) specifically contemplates a court's
granting additional or replacement liens to the extent a sale would
result in a decrease in the value of an entity's lien in the
property to be sold. Because the equity cushion in the combined
properties is sufficient to adequately protect Tamamoi, SKR and the
M&M Lienholders, the court will grant SKR and the TM Place M&M
Lienholders replacement liens in the TM Village property as
adequate protection of their interests. The replacement liens will
be junior to the prior-existing liens, including those held by
Tamamoi and the TM Village M&M Lienholders.

A copy of the Court's Memorandum Opinion dated Feb. 28, 2019 is
available at:

     http://bankrupt.com/misc/txnb18-32770-11-136.pdf

                   About TM Village, Ltd.

TM Village, Ltd. filed as a Domestic Limited Partnership in the
State of Texas on Oct. 16, 2014, according to public records filed
with Texas Secretary of State.

TM Village commenced a Chapter 11 proceeding (Bankr. N.D. Tex. Case
No. 18-32770) on Aug. 22, 2018.  The petition was signed by John
Chong, president and general partner.  The Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities.  Thomas
Craig Sheils, Esq., and Mark Douglas Winnubst, Esq., at Sheils
Winnubst PC, serve as the Debtor's counsel.


TM VILLAGE: Bid to Reject Settlement Agreement with R. Yao OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Debtor M Village, Ltd.'s motion to reject the settlement
agreement with creditor Richard Yao, as successor of interest to
Yaling Pei, Di Zhang and Young Chen. The Court also denied Yao's
motion to lift the automatic stay to pursue the agreement's
enforcement.

The parties' prepetition Compromise and Settlement Agreement and
Release anticipated resolution of Yao's lawsuit against the Debtor
and others in the 298th Judicial District, Dallas County, Texas.

The issues are: (1) whether the prepetition Settlement Agreement is
an executory contract and, if so, whether rejecting the Settlement
Agreement is an appropriate exercise of the debtor's business
judgment, and (2) alternatively, should the court lift the
automatic stay to permit Yao to enforce the Settlement Agreement.

Yao argues that the Debtor is judicially estopped from contesting
its conveyance of title prepetition. Yao contends that the Debtor
conveyed the Condominiums Units to him prepetition through the June
19, 2017 Special Warranty Deed. According to Yao, the Debtor
admitted in pleadings it filed in the State Court Lawsuit that its
delivery of the deed constituted transfer of the properties as a
matter of law and cannot now take a different position.
Specifically, Yao points to the Debtor's response to Yao's motion
for summary judgment in the State Court Lawsuit.

The Court holds that nothing in the evidentiary record supports a
finding that the state court relied on the Debtor's arguments for
any purpose. Although orders denying both motions in the State
Court Lawsuit are in the record, neither includes the court's
analysis. The evidence does not support a conclusion that the
Debtor is judicially estopped from arguing that it did not transfer
the Condominium Units to Yao prepetition.

The plain language of the Settlement Agreement shows that the
Debtor executed and intended to deliver the Special Warranty Deed
to Yao, to be held in trust until construction of the Condominium
Units was complete. Although the deed may have been released and
filed prematurely, no party disputes that construction was complete
before the Petition Date, which would trigger Yao's duty to release
and file the Special Warranty Deed prepetition. Further, the
Special Warranty Deed was recorded Sept. 14, 2017, establishing a
prima facie case of delivery and intent by the Debtor to convey the
Condominium Units--a presumption that no evidence in the record
rebuts.

Accordingly, the evidence supports a finding that the Debtor
conveyed title to the Condominium Units to Yao before the Petition
Date. But that does not conclude matters because nothing in the
record establishes that the Debtor met the second requirement of
transfer: that the title be free and clear of all liens. In fact,
the official claims register in the case includes numerous
substantial claims secured by interests in the real property.40
Thus, although Yao received title to the Condominium Units
prepetition, he did not receive it free and clear of liens.
Accordingly, the Debtor's obligation to clear all liens from title
remained a material obligation outstanding as of the Petition
Date.

It is undisputed that the Debtor has not paid the Settlement
Amount. In summary, the evidence established that the Settlement
Agreement remained executor as of the Petition Date due to both
sides' material, outstanding obligations.

Although rejection of the Settlement Agreement will not undo the
Debtor's prepetition transfer of the Condominium Units to Yao, it
will relieve the Debtor from all future obligations under the
agreement and render Yao's claims arising from rejection of the
Settlement Agreement nonpriority unsecured claims. The evidence
supports the Debtor's decision to reject the Settlement Agreement
under highly-deferential business judgment test, nunc pro tunc to
the Petition Date.

Because the Settlement Agreement is an executory contract that the
Debtor may reject as an exercise of its business judgment, Yao is
not entitled to relief from the automatic stay to enforce the
agreement.

A copy of the Court's Memorandum Opinion dated Feb. 28, 2019 is
available at:

     http://bankrupt.com/misc/txnb18-32770-11-138.pdf

                   About TM Village, Ltd.

TM Village, Ltd. filed as a Domestic Limited Partnership in the
State of Texas on Oct. 16, 2014, according to public records filed
with Texas Secretary of State.

TM Village commenced a Chapter 11 proceeding (Bankr. N.D. Tex. Case
No. 18-32770) on Aug. 22, 2018.  The petition was signed by John
Chong, president and general partner.  The Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities.  Thomas
Craig Sheils, Esq., and Mark Douglas Winnubst, Esq., at Sheils
Winnubst PC, serve as the Debtor's counsel.


TM VILLAGE: Sale of 43 Dallas Residential Condo Units Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
issued a Memorandum Opinion authorizing TM Village, Ltd.'s sale of
the 43 residential condominium units located on the northern
portion of the parcel of real estate located in Dallas County,
Texas, more commonly known as 1220 W. Trinity Mills Road,
Carrollton, Texas ("TM Place").

The Debtor may sell the Condominiums free and clear of the alleged
interest of Viewtech, Inc., and Yaling Pei, Di Zhang and Young
Chen.  The Debtor is also authorized to sell the Condominiums free
and clear of the M&M Lienholders' claims against the TM Place
property, which total $334,119 though the liens must be adequately
protected.

Because the equity cushion in the combined properties is sufficient
to adequately protect Tamamoi, LLC and FDRE, Inc. ("Tamamoi"), SKR
Partners, LLC and the M&M Lienholders, the court will grant SKR and
the TM Place M&M Lienholders replacement liens in the 1146 W.
Trinity Mills Road, Carrollton, Texas ("TM Village") property as
adequate protection of their interests.  The replacement liens will
be junior to the prior-existing liens, including those held by
Tamamoi and the TM Village M&M Lienholders.

Based on the limited record, the $4.35 million written offer for
the TM Village and TM Place properties, excluding the Condominiums,
most accurately reflects the value of the Office Suites after the
Condominiums are sold.  Of this value, $1.2 million is allocated to
the TM Village property and $3.15 million is allocated to the TM
Place property (excluding the Condominiums).   

Because the equity cushion in the combined properties is sufficient
to adequately protect Tamamoi, SKR and the M&M Lienholders, the
Court will grant SKR and the TM Place M&M Lienholders replacement
liens in the TM Village property as adequate protection of their
interests.  The replacement liens will be junior to the
prior-existing liens, including those held by Tamamoi and the TM
Village M&M Lienholders.

In the meantime, the Debtor must hold broker fees pending further
order of the Court.

The Debtor's counsel is directed to prepare a form of order,
circulate it to opposing counsel for review, and upload it within
14 days of entry of the Memorandum Opinion.  If the parties are
unable to agree to a form of order, each party will provide to the
Courtroom Deputy its preferred from of order with an explanation of
why its proposed form is proper.

                       About TM Village

TM Village, Ltd., filed as a Domestic Limited Partnership in the
State of Texas on Oct. 16, 2014, according to public records filed
with Texas Secretary of State.

TM Village commenced a Chapter 11 proceeding (Bankr. N.D. Tex. Case
No. 18-32770) on Aug. 22, 2018.  The petition was signed by John
Chong, president and general partner.  The Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities.  Thomas
Craig Sheils, Esq., and Mark Douglas Winnubst, Esq., at Sheils
Winnubst PC, serve as the Debtor's counsel.


TOYS R US: Court Approves Assignment, Assumption of Lease to Aldi
-----------------------------------------------------------------
Bankruptcy Judge Keith L. Phillips overrules the objection of Upper
Glen Street Associates, L.L.C., to the proposed assignment of a
lease between it and Toys "R" Us NY Limited Partnership,
predecessor-in-interest to Toys "R" Us Property Company I, LLC, to
Aldi, Inc.

On July 18, 1996, Albany Public Markets entered into a lease
agreement with Toys "R" Us NY Limited Partnership,
predecessor-in-interest to Toys "R" Us Property Company I, LLC, et
al. for premises located in a shopping area in Queensbury, New York
(the "Toys Parcel").

On August 1, 2002, PRRC, Inc. ("Price Rite") entered into a lease
agreement with John J. Nigro, predecessor-in-interest to Upper Glen
Street Associates, L.L.C., for premises located on Route 9 in
Queensbury, New York, immediately adjacent to and contiguous with
the Toys Parcel. Price Rite operates a Price Rite discount grocery
store in a shopping center known as Price Rite Plaza, located on
the Price Rite Parcel. In the Price Rite Lease, Price Rite was
granted an exclusive use provision (the "Exclusivity Provision").

In its objection, Glen Street seeks, in essence, to prevent the
assignment by importing the Exclusivity Provision from the 2002
Price Rite Lease into the 1996 Toys Lease and the 2015 amendment
thereto. It argues that if the assignment of the Toys Lease to Aldi
is allowed, Glen Street may be in breach of the Exclusivity
Provision and thereby liable to Price Rite. However, there is no
evidence that the Exclusivity Provision has been incorporated into
the Toys Lease in any way or that the assignment to Aldi would
actually be a breach of that provision. The Court has recently
rejected this approach in Market Plaza, stating that "[t]he burden
is on [the landlord] to establish the existence of an intended
tenant mix, and that requires more than simply demonstrating that
it has provided each of its tenants with exclusivity protections."

Glen Street also argues that the Court must weigh the benefit to
the Debtors against the harm to the landlord. Glen Street cites the
Court's prior decision in In re Toys "R" Us, Inc., No.
17-34665-KLP, in support of this position. However, in that case,
the Court was faced with a situation in which the debtors sought
utilize the provisions of section 365(f) to assign a debtor's lease
free and clear of a use restriction contained therein. In
determining that the debtors could make the assignment free and
clear of the use restriction, the Court balanced the equities. In
this case, the parties have stipulated that the only issue before
the Court is whether the Exclusivity Provision of the Price Rite
Lease prohibits the assignment of the Toys Lease to Aldi. The
parties have not asked the Court to address the effect of any
provisions contained in the Toys Lease, thus making the balancing
approach in the Paramus Opinion inapplicable.

The Court, having found that the Toys Parcel is not part of the
shopping center, and having further found that even if the Court
were to consider the issue of tenant mix, Glen Street has not
carried its burden relative thereto, the objection is overruled and
the assumption and assignment of the Toys Lease to Aldi is
approved.

A copy of the Court's Memorandum Opinion dated March 5, 2019 is
available at:

     http://bankrupt.com/misc/vaeb18-31429-1281.pdf

                      About Toys "R" Us

Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise was sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise was also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
were not part of the Chapter 11 filing and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial
advisor; and Moelis & Company LLC as investment banker.

                       Toys "R" Us UK

Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.

Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company.  The Administrators act as
agents only and without personal liability.

The Administrators said they will make every effort to secure a
buyer for all or part of the business.

                     Liquidation of U.S. Stores

Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.

                         Propco I Debtors

Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.

Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of
Toys "R" Us Inc.

Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II
Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.

The Propco I Debtors estimated assets of $500 million to $1 billion
and liabilities of $500 million to $1 billion.

Judge Keith L. Phillips presides over the Propco I Debtors' cases.

The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.


TS EMPLOYMENT: Trustee Entitled to Recover $4.5MM from Wells Fargo
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn issued a ruling stating that James S.
Feltman, not individually but solely as chapter 11 trustee for TS
Employment, Inc., Corporate Resource Services, Inc., and
affiliates, is entitled to recover from Wells Fargo, N.A. total of
$4,539,710.58.

Plaintiff James S. Feltman is the chapter 11 trustee for the
bankruptcy estates of Debtors TS Employment, Inc., Corporate
Resource Services, Inc. ("CRS"), and CRS's subsidiaries
--Accountabilities, Inc., Corporate Resource Development Inc.,
Diamond Staffing Services, Inc., Insurance Overload Services, Inc.,
Integrated Consulting Group, Inc., The CRS Group, Inc. and TS
Staffing Services, Inc.

CRS was a publicly-traded holding company for various temporary
staffing businesses. TSE was the professional employer organization
for workers employed by those businesses. Robert Cassera owned the
majority of CRS’s stock and 100% of TSE's stock. Cassera also
owned 100% of Tri-State Employment Service, Inc.

Wells Fargo, N.A. provided receivables financing to certain of the
CRS Debtors, and cash management services to TSE, Tri-State and
Tri-State subsidiaries. A Wells Fargo affiliate, Wells Fargo
Financial Leasing, Inc. leased copiers to certain of the CRS
Debtors.

In late January 2015, Wells Fargo learned that TSE had not paid
more than $100 million in federal payroll taxes for workers
supplied to CRS customers. On Feb. 2, 2015, TSE filed a chapter 11
bankruptcy petition. The Court approved the appointment of Mr.
Feltman as the chapter 11 trustee for TSE on Feb. 27, 2015. The CRS
Debtors, however, did not file bankruptcy petitions at that time,
and instead sold or closed their businesses under the supervision
of CRS's chief restructuring officer. Following the sale of the CRS
Debtors' businesses, CRS filed a chapter 11 bankruptcy petition on
July 23, 2015.

The Trustee seeks recoveries from Wells Fargo based on claims
arising from the following five sets of transfers: (1) $4,100,000
in prepetition account monitoring, facility, and amendment fees
paid to Wells Fargo; (2) a $2,572,570.26 transfer to Wells Fargo on
Feb. 5, 2015 to satisfy an overdraft in a non-debtor affiliate's
account; (3) $439,710.58 in post-petition bank charges to TSE’s
accounts and paid by the CRS Debtors; (4) a $240,220.26 payment on
June 30, 2015 to pay off 17 copier leases; and (5) $1,702,037 in
legal fees paid to Wells Fargo, most of which related to advice
concerning or defending against the foregoing claims.

After a thorough analysis of the facts presented, the Court
concludes that the Trustee is entitled to recover a total of
$4,539,710.58 so far, comprised of the following: $4.1 million in
prepetition account monitoring, facility, and amendment fees;
$439,710.58 in post-petition bank charges. The Court finds that
Wells Fargo designed the Account Monitoring Fees to force the CRS
Debtors to find replacement financing and to punish the CRS Debtors
through the $100,000 increase each month the CRS Debtors remain as
customers of CRS Debtors. Wells Fargo's motive is clear because it
conditioned any reduction of monitoring charges on a replacement
financing commitment letter. In making this finding, the Court also
gives weight to the fact that prior to June 2014, no amendment
fees, monitoring fees or facility fees were ever charged in
connection with the CRS Subsidiaries' financing facility or any
amendments.

Additionally, the Trustee is entitled to recover a portion of the
$1,702,037 in legal fees, pending settlement or a proper
accounting; and pre-judgment interest in an amount still to be
determined.

Wells Fargo, however, has prevailed with respect to the Trustee's
claims to recover the $2,572,570.26 transfer to Wells Fargo on Feb.
5, 2015 for an overdraft; and the $240,220.26 payment on June 30,
2015 to pay off 17 copier leases.

A copy of the Court's Memorandum Opinion and Order dated Feb. 28,
2019 is available at:

     http://bankrupt.com/misc/nysb15-12329-892.pdf

Attorneys for Plaintiff:

     Vincent E. Lazar, Esq.
     Richard Levin, Esq.
     Carl N. Wedoff, Esq.
     JENNER & BLOCK LLP
     919 Third Avenue
     New York, NY 10022
     vlazar@jenner.com
     rlevin@jenner.com
     cwedoff@jenner.com

Attorneys for Defendants:

     Richard G. Haddad, Esq.
     John Bougiamas, Esq.
     OTTERBOURG P.C.
     230 Park Avenue
     New York, NY 10169
     rhaddad@otterbourg.com
     jbougiamas@otterbourg.com

                  About TS Employment Inc.

Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services.  Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm.  TS processes payroll of up to 30,000 employees.

TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015.  Judge Martin
Glenn is assigned to the case.

The Debtor estimated at least $100 million in assets and debt.

The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.

James S. Feltman serves as Chapter 11 trustee.  The Chapter 11
Trustee retains Friedman LLP as special accountant and Mesirow
Financial Consulting, LLC, as accountant to provide accounting,
forensic, and investigatory services.


VAQUERIA ORTIZ: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Debtor: Vaqueria Ortiz Rodriguez, Inc.
        PO Box 1324
        Hatillo, PR 00659

Business Description: Vaqueria Ortiz Rodriguez, Inc. is a
                      privately held company that operates in the
                      dairy cattle and milk production industry.
                      The Debtor previously sought bankruptcy
                      protection on Jan. 11, 2016 (Bankr. D. P.R.
                      Case No. 16-00063).

Chapter 11 Petition Date: March 14, 2019

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Case No.: 19-01386

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Homel Mercado Justiniano, Esq.
                  8 Calle Ramirez Silva
                  Ensanche Martinez
                  Mayaguez, PR 00680
                  Tel: (787) 831-2577
                  Fax: (787) 805-7350
                  E-mail: hmjlaw2@gmail.com
                          hmjlaw@gmail.com
  
Total Assets: $1,674,040

Total Liabilities: $3,686,701

The petition was signed by Carlos Horacio Ortiz Colon, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at:

          http://bankrupt.com/misc/prb19-01386.pdf


WEATHERFORD INTERNATIONAL: American Funds Reports 5.9% Stake
------------------------------------------------------------
American Funds Insurance Series Asset Allocation Fund disclosed in
a Schedule 13G filed with the Securities and Exchange Commission
that as of Dec. 31, 2018, it beneficially owns 60,000,000 common
shares of Weatherford International plc or 5.9% of the
1,000,922,469 shares believed to be outstanding.  A full-text copy
of the regulatory filing is available for free at:

                       https://is.gd/tCarGN

                        About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry.  The Company operates in
over 90 countries and has a network of approximately 710 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 28,450 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of Dec. 31, 2018, Weatherford had $6.60
billion in total assets, $10.26 billion in total liabilities, and a
total shareholders' deficiency of $3.66 billion.

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative
outlook.

The Company said its non-investment grade status may limit its
ability to refinance its existing debt, could cause it to refinance
or issue debt with less favorable and more restrictive terms and
conditions, and could increase certain fees and interest rates of
its borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.


WESTMORELAND COAL: Mediation Fruitful as to McKinsey, Not Mar-Bow
-----------------------------------------------------------------
BankruptcyData.com reported that while U.S. Trustee and McKinsey
Recovery and Transformation Services embraced the mediation efforts
in the bankruptcy cases of Westmoreland Coal Company, Mar-Bow Value
Partners, LLC and Jay Alix (collectively, "Mar-Bow") has not.

Judge Isgur, the Court appointed mediator, noted that the mediation
efforts have produced several proposed settlements, including
amongst the (i) U.S. Trustee and McKinsey, a settlement which
incorporates the Alpha and SunEdison cases, and (ii) McKinsey and
the Debtors.

The proposed settlement among the U.S. Trustee and McKinsey
provides for these terms:

  a. An aggregate payment of $15 million by McKinsey for
     distribution in the Alpha, SunEdison and Westmoreland cases
     [$5 million as to each case];

  b. A mutual release of claims by the U.S. Trustee Program and
     McKinsey in certain identified cases.

  c. Specific reservation of certain objection rights in the
     Westmoreland case by the Acting United States Trustee for
     matters not related to the adequacy of McKinsey's past
     retention disclosures;

  d. Deferral of McKinsey's retention in the Westmoreland case
     pending additional disclosures;

  e. Specific language preserving rights of the United States, the

     right of the United States Trustee Program to share
     information with other agencies other agencies of the United
     States, and an acknowledgement that the Agreed Order does not

     impact the rights of non-parties; and

  f. The Agreed Order and the Term Sheet (and their contents) are
     not and shall not be used as an admission of liability,
     violation, or wrongdoing by McKinsey, and all of its agents,
     directors, officers, attorneys, partners and employees acting

     on its behalf, solely with respect to actions taken in the
     course and scope of their duties with McKinsey, to any person

     or entity or on any legal or equitable theory.

                          Mar-Bow Objection

BankruptcyData related that for its part, Mar-Bow filed an
objection to proposed settlement between McKinsey and the U.S.
Trustee, without providing further details.

BankruptcyData said that given that the objection pertains to a
settlement agreed entirely between third parties and already bless
by Judge Isgur, and otherwise tangential to any mediation efforts
directly involving itself and McKinsey, the objection may be viewed
as continuing to press the boundaries of the dispute.

Judge Isgur was appointed as mediator in the Westmoreland Coal
cases in mid-January 2019, where he directed Mar-Bow, McKinsey and
the Debtors to make an appearance before him. Also on the guest
list are the Alpha Natural Resources reorganized debtors who were
invited, but not required to attend. The U.S. Trustee for Region 7
(assigned to the Westmoreland case) was issued a discretionary
invite while the U.S. Trustee for Region 4 (assigned to Alpha
Resources case) was given a diplomatic, if obligatory, "shall
appear" invitation, the latter invite also stipulating that the
Region 4 U.S. Trustee must arrive in a position to resolve all
disputes with McKinsey in the Alpha Resources case.

The decision to appoint a mediator follows a January 10, 2019 order
by Judge Kevin R. Huennekens of the United States Bankruptcy Court
for the Eastern District of Virginia in Richmond granting a motion
by Mar-Bow motion to reopen the Alpha Natural Resources,
BankruptcyData cited.

                About Westmoreland Coal Company

Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation.  At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.

Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.

As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.

Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9,
2018.

The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018.  The Committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.


WESTMORELAND COAL: Plan Confirmed, Name of Subsidiary Changed
-------------------------------------------------------------
Judge David Jones of the Bankruptcy Court for the Southern District
of Texas has confirmed the Amended Joint Chapter 11 Plan of
Westmoreland Coal Company, et al.

Moreover, pursuant to the Confirmation Order dated March 2, 2019,
Debtor Westmoreland Mining LLC is renamed to Old Westmoreland
Mining LLC effective as of March 8, 2019.

The Plan provides for the general settlement of claims against the
Debtors.  Cash on hand, the Purchaser Stock, the New First Lien
Debt, the New Second Lien Debt, the Sale Transaction Proceeds, if
any, among other things, will be used to fund the distribution of
to Holders of Allowed Claims.  A copy of the Amended Joint Chapter
11 Plan is available at:

         http://bankrupt.com/misc/txsb18-35672-1457.pdf

                About Westmoreland Coal Company

Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation.  At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.

Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.

As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.

Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9,
2018.

The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018.  The Committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.


WESTPORT HOLDINGS: Trustee's Sale of All Assets Has Interim Okay
----------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida has issued an interim order authorizing
Jeffrey W. Warren, as the Liquidating Trustee for Westport Holdings
Tampa, Limited Partnership and Westport Holdings Tampa II, Limited
Partnership, on an interim basis, to sell substantially all of the
assets of the Debtors and Westport Nursing Tampa, L.L.C. ("WNT") to
Quality Senior Housing Foundation, Inc. ("QSH") for an amount
consisting of (i) cash sufficient to pay the following liabilities
or obligations of the Debtors; (ii) the assumption by the Purchaser
of the liabilities or obligations of the Debtors; (iii) an amount
for the WNT Purchased Assets consisting of cash sufficient to pay
the liabilities or obligations of WNT; and (iv) the amount
necessary to satisfy in full and/or remove the mortgage lien and
any other lien or security interest held or asserted by CNH
Finance.

The sale is free and clear of all liens, claims, and encumbrances.
All liens encumbering the Purchased Assets will attach to the sale
proceeds.

Subject to prior approval by the Florida Office of Insurance
Regulation, the Liquidating Trustee may agree to either sell or not
sell the WNT Purchased Assets to the Purchaser together with the
Debtors' Purchased Assets.  Nothing provided in the Order or in the
Confirmation Order will require the Liquidating Trustee to sell the
WNT Purchased Assets to the Purchaser as part of a unified sale
with the Debtors' Purchased Assets.

The transfer of the Purchased Assets and recordation of mortgages
in connection with the purchase of the Purchased Assets will be
free and clear of any stamp or similar taxes payable in connection
with the Transactions contemplated by the APA.

The Vogel Objection is resolved by:

      (a) the full and final allowance of Claim No. 69-1 filed by
Team Construction Services, LLC and subsequently transferred to
Vogel as a an Allowed Secured Claim in Class 9 of the Confirmed
Plan in the amount of $28,759 and secured by a lien on the real
estate of the Debtors to the same extent, validity, and priority as
existed on the petition date pursuant to that certain Claim of Lien
recorded in the Official Records of Hillsborough County, Florida,
Instrument No. 2016152308, Book 24023, Pages 118-121, which will be
satisfied by the sale proceeds;

      (b) the full and final allowance of Claim No. 37-1 filed by
Geiger and subsequently transferred to Vogel as an Allowed
Unsecured Claim in Class 14 of the Confirmed Plan in the amount of
$9,070;

      (c) the full and final allowance of Claim No. 36-1 filed by
Keybank N.A. and subsequently transferred to Vogel as an Allowed
Unsecured Claim in Class 14 of the Confirmed Plan in the amount of
$144,782; and

      (d) the full and final allowance of Claim No. 20-3 filed by
Lamn, Krielow & Dytrytch P.A. and subsequently transferred to Vogel
as an Allowed Unsecured Claim in Class 14 of the Confirmed Plan in
the amount of $65,293.

To the extent applicable, the automatic stay pursuant to Section
362 of the Bankruptcy Code is hereby lifted with respect to Debtors
to the extent necessary, without further order of the Court (a) to
allow the Purchaser to give the Debtors any notice provided for in
the APA, and (b) to allow the Parties to take any and all actions
permitted by or contemplated in the APA.

The Notice of the Sale Motion constitutes good, sufficient and
timely notice, and no other or further notice will be required,
other than service of a copy of the Interim Sale Order by first
class mail postage prepaid upon the Notice Parties.

Notwithstanding Rules 6004(h), 6006(d), 7062, or 9014 of the
Federal Rules of Bankruptcy Procedure or Rule 62(a) of the Federal
Rules of Civil Procedure, the Interim Sale Order will be
immediately effective and enforceable upon its entry and there will
be no stay of execution of the Interim Sale Order.

                   About Westport Holdings Tampa

Westport Holdings Tampa, d/b/a University Village, is a care
retirement community in Tampa, Florida.  It offers residents
villas, apartments, an assisted living facility and a skilled
nursing care center for their end of life needs.

Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.
M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.

Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter
Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy
counsel.  Broad and Cassel is the special counsel for healthcare
and related litigation matters.

Jeffrey Warren was appointed as examiner in the Debtors' cases.  He
is represented by Bush Ross, P.A.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 11, 2016, and an official committee of
resident creditors on Dec. 29, 2016.  The resident committee is
represented by Jennis Law Firm.


WILLIAM PULLUM: Court Tosses Mediation Settlement with SEPH
-----------------------------------------------------------
Bankruptcy Judge Jerry C. Oldshue, Jr. denied Debtors William A.
Pullum and Martha S. Pullum's motion for approval of mediation
settlement filed on Feb. 13, 2018.

SE Property Holdings, LLC filed a secured claim in Debtors'
bankruptcy case in the amount of $825,210.55 plus post-petition
fees, interest, and costs. SEPH also claims a valid and perfected
security interest on Debtors' interests in all entities in which
Debtors own stock certificates. On Feb. 29, 2016, Debtors commenced
an adversary proceeding against SEPH challenging the validity,
priority, and extent of SEPH's liens; and seeking avoidance of any
lien or other interest in investment securities of and
distributions from business entities. On Nov. 23, 2016, the Court
entered an Order referring the adversary proceeding to mediation.
As mediator, the Court appointed retired Bankruptcy Judge Jack
Caddell, who graciously mediated the adversary proceeding at no
charge to the Pullums or SEPH. Through mediation with Judge
Caddell, and over the course of approximately two years, the
parties engaged in meaningful settlement negotiations which
ultimately resulted in a compromise between the Pullums and SEPH.
On Feb. 13, 2018, the Debtors filed their Motion to Approve
Compromise under Rule 9019, which Objecting Creditors Trustmark
National Bank and Beach Community Bank vehemently opposed.

The compromise proposes a settlement totaling $650,000; $500,000 of
which would be paid by the various entities Debtors own stock
certificates in, while the remaining $150,000 would be paid from
the proceeds of the sale of the Honduras properties. Objecting
Creditors request the Court deny the Motion on the basis that the
judgment lien certificates ("JLCs") were permanently void and of no
effect because they were filed prior to the expiration of the time
for rehearing. Additionally, the Objecting Creditors argue that if
the Court denies the Motion, the issues in the adversary proceeding
could be easily and quickly resolved, and that the settlement is
not in the paramount interest of the creditors.

SEPH requests the Court grant the Motion on the basis that the JLCs
were final because they each contained the phrase "for which let
execution issue," which SEPH argues is sufficient to bypass the
requirement that the period for rehearing expire before filing.
SEPH also argues that the settlement was based on the informed
judgment of Debtors and does not fall below the lowest point in the
range of reasonableness. Finally, SEPH argues that the state court
deemed the Judgments final, and it is not the role of the federal
court to go behind a state court's decision, but to merely canvass
the issues to determine if settlement is appropriate.

A compromise or settlement may be approved by the Court under the
purview of Fed. R. Bankr. P. 9019(a). To determine the "fairness,
reasonableness, and adequacy" of a proposed settlement, the
Eleventh Circuit adopted the four-factor test set out in In re
Justice Oaks II, Ltd. A bankruptcy court must consider:

(a) the probability of success in the litigation; (b) the
difficulties, if any, to be encountered in the manner of
collection; (c) the complexity of the litigation involved and the
expense, inconvenience, and delay necessary in attending it; and
(d) the paramount interest of the creditors and a proper deference
to their reasonable views in the premises.

The first and third of the Justice Oaks factors - the probability
of success in litigation; along with the complexity of the
litigation involved and the expense, inconvenience, and delay
necessary in attending it - weigh against approving the settlement.
The probability of success and complexity of the underlying
adversary proceeding revolve around this Court's interpretation of
the Florida statute under which the JLCs were filed. Because it
appears the JLCs may have been filed prematurely, Debtors may have
a reasonable chance of success in the adversary proceeding.
Additionally, though this appears to be a matter of first
impression within this local district of Florida courts, resolution
of it does not appear to be inordinately complex, so the first and
third Justice Oaks factors weigh in favor of denying the Motion.

The fourth Justice Oaks factor -- the paramount interest of the
creditors and proper deference to their reasonable views in the
premises -- also weighs against approving the settlement. Courts
have rejected settlements under the purview of the Justice Oaks
factors where the majority of creditors have objected to the
settlement.

Here, a decision on the merits in the adversary proceeding would
determine whether SEPH has a secured or unsecured claim in Debtors'
bankruptcy case. Excluding the claim of SEPH, Debtors' total
unsecured debt, in this case, exceeds $31,000,000. Objecting
Creditors alone comprise over $25,000,000 of the unsecured debt.
SEPH's claimed amount, on the other hand, comprises only
$825,210.55 plus interest, fees, and other expenses. A finding that
SEPH has an unsecured claim would allow a greater recovery for all
unsecured creditors, and not a windfall for SEPH based on JLCs
which may be invalid. With Objecting Creditors representing such an
overwhelming amount of the unsecured debt, it would be improper for
the Court to disregard their objections, so the fourth factor
weighs against approval of the settlement as well.

A copy of the Court's Memorandum Opinion dated March 14, 2019 is
available at:

     http://bankrupt.com/misc/flnb14-30215-433.pdf  

William and Martha Pullum sought Chapter 11 protection (Bankr. N.
D. Fla. Case No. 14-30215) on March 15, 2014.  John E. Venn, Jr.,
P.A., in Pensacola, Florida, is the Debtor's counsel.


[^] BOND PRICING: For the Week from March 11 to 15, 2019
--------------------------------------------------------
  Company                   Ticker   Coupon Bid Price   Maturity
  -------                   ------   ------ ---------   --------
Aceto Corp                  ACET      2.000    53.000  11/1/2020
Acosta Inc                  ACOSTA    7.750    18.779  10/1/2022
Acosta Inc                  ACOSTA    7.750    18.524  10/1/2022
Aegerion
  Pharmaceuticals Inc       AEGR      2.000    68.250  8/15/2019
BPZ Resources Inc           BPZR      6.500     3.017   3/1/2049
Bon-Ton Department
  Stores Inc/The            BONT      8.000     8.250  6/15/2021
Bristow Group Inc           BRS       6.250    21.298 10/15/2022
Bristow Group Inc           BRS       4.500    21.000   6/1/2023
Cenveo Corp                 CVO       6.000    25.750   8/1/2019
Cenveo Corp                 CVO       8.500     1.346  9/15/2022
Cenveo Corp                 CVO       6.000     0.894  5/15/2024
Cenveo Corp                 CVO       8.500     1.346  9/15/2022
Cenveo Corp                 CVO       6.000    25.750   8/1/2019
Chukchansi Economic
  Development Authority     CHUKCH    9.750    59.991  5/30/2020
Chukchansi Economic
  Development Authority     CHUKCH   10.250    59.542  5/30/2020
Cloud Peak Energy
  Resources LLC / Cloud
  Peak Energy Finance Corp  CLD      12.000    41.276  11/1/2021
Cloud Peak Energy
  Resources LLC / Cloud
  Peak Energy Finance Corp  CLD       6.375    13.176  3/15/2024
DBP Holding Corp            DBPHLD    7.750    37.588 10/15/2020
DBP Holding Corp            DBPHLD    7.750    37.588 10/15/2020
DFC Finance Corp            DLLR     10.500    67.125  6/15/2020
DFC Finance Corp            DLLR     10.500    67.125  6/15/2020
Ditech Holding Corp         DHCP      9.000     9.500 12/31/2024
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    6.375    19.909  6/15/2023
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    9.375    69.575   5/1/2020
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    7.750    19.750   9/1/2022
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    9.375    33.394   5/1/2024
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    7.750    19.590   9/1/2022
EP Energy LLC / Everest
  Acquisition Finance Inc   EPENEG    7.750    19.590   9/1/2022
EXCO Resources Inc          XCOO      7.500    17.000  9/15/2018
EXCO Resources Inc          XCOO      8.500    17.750  4/15/2022
Energy Conversion
  Devices Inc               ENER      3.000     7.875  6/15/2013
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU       9.750    38.125 10/15/2019
Federal Farm Credit Banks   FFCB      3.650    99.689  3/22/2027
Federal Farm Credit Banks   FFCB      3.000    99.398   5/2/2022
Federal Farm Credit Banks   FFCB      3.700    99.869  1/25/2027
Federal Home Loan Banks     FHLB      2.125    99.902  3/19/2019
Federal Home Loan
  Mortgage Corp             FHLMC     2.800    99.866  3/19/2021
Fleetwood Enterprises Inc   FLTW     14.000     3.557 12/15/2011
Hexion Inc                  HXN      13.750    32.605   2/1/2022
Hexion Inc                  HXN       7.875    53.750  2/15/2023
Hexion Inc                  HXN       9.200    38.633  3/15/2021
Hexion Inc                  HXN      13.750    33.594   2/1/2022
HomeAway Inc                EXPE      0.125    98.149   4/1/2019
Homer City Generation LP    HOMCTY    8.137    38.750  10/1/2019
Hornbeck Offshore
  Services Inc              HOS       5.875    58.899   4/1/2020
Hornbeck Offshore
  Services Inc              HOS       5.000    53.012   3/1/2021
Jones Energy Holdings
  LLC / Jones Energy
  Finance Corp              JONE      6.750     7.599   4/1/2022
Jones Energy Holdings
  LLC / Jones Energy
  Finance Corp              JONE      9.250     7.405  3/15/2023
Legacy Reserves LP /
  Legacy Reserves
  Finance Corp              LGCY      8.000    49.495  12/1/2020
Legacy Reserves LP /
  Legacy Reserves
  Finance Corp              LGCY      6.625    39.440  12/1/2021
Lehman Brothers
  Holdings Inc              LEH       5.000     3.326   2/7/2009
Lehman Brothers
  Holdings Inc              LEH       2.000     3.326   3/3/2009
Lehman Brothers
  Holdings Inc              LEH       2.070     3.326  6/15/2009
Lehman Brothers
  Holdings Inc              LEH       1.600     3.326  11/5/2011
Lehman Brothers
  Holdings Inc              LEH       1.500     3.326  3/29/2013
Lehman Brothers
  Holdings Inc              LEH       1.383     3.326  6/15/2009
Lehman Brothers
  Holdings Inc              LEH       4.000     3.326  4/30/2009
Lehman Brothers Inc         LEH       7.500     1.847   8/1/2026
MF Global Holdings Ltd      MF        9.000    14.500  6/20/2038
MModal Inc                  MODL     10.750     6.125  8/15/2020
Mashantucket Western
  Pequot Tribe              MASHTU    7.350    17.000   7/1/2026
Monitronics
  International Inc         MONINT    9.125    18.497   4/1/2020
Murray Energy Corp          MURREN   11.250    46.526  4/15/2021
Murray Energy Corp          MURREN   11.250    48.039  4/15/2021
Murray Energy Corp          MURREN    9.500    45.348  12/5/2020
Murray Energy Corp          MURREN    9.500    45.348  12/5/2020
Nine West Holdings Inc      JNY       6.125    12.250 11/15/2034
Oldapco Inc                 APPPAP    9.000     2.552   6/1/2020
One Call Corp               ONECAL    8.875    40.625 12/15/2021
Parker Drilling Co          PKD       7.500    54.250   8/1/2020
Pernix Therapeutics
  Holdings Inc              PTX       4.250     0.500   4/1/2021
Pernix Therapeutics
  Holdings Inc              PTX       4.250     0.500   4/1/2021
Powerwave Technologies Inc  PWAV      1.875     0.155 11/15/2024
Powerwave Technologies Inc  PWAV      1.875     0.155 11/15/2024
Renco Metals Inc            RENCO    11.500    24.750   7/1/2003
Rolta LLC                   RLTAIN   10.750    10.365  5/16/2018
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    7.125    32.903  11/1/2020
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    7.375    28.239  11/1/2021
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    9.233    34.500   8/1/2019
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    7.125    33.603  11/1/2020
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    7.375    28.520  11/1/2021
Sable Permian Resources
  Land LLC / AEPB
  Finance Corp              AMEPER    9.233    34.004   8/1/2019
Sanchez Energy Corp         SNEC      6.125    14.604  1/15/2023
Sanchez Energy Corp         SNEC      7.750    14.833  6/15/2021
SandRidge Energy Inc        SD        7.500     0.867  2/15/2023
Sears Roebuck
  Acceptance Corp           SHLD      7.500    79.625 10/15/2027
Sempra Texas
  Holdings Corp             TXU       5.550    13.500 11/15/2014
SiTV LLC / SiTV
  Finance Inc               NUVOTV   10.375    24.250   7/1/2019
Sungard Availability
  Services Capital Inc      SUNASC    8.750    14.700   4/1/2022
Sungard Availability
  Services Capital Inc      SUNASC    8.750    14.469   4/1/2022
Synergy
  Pharmaceuticals Inc       SGYP      7.500    53.250  11/1/2019
TerraVia Holdings Inc       TVIA      6.000     4.644   2/1/2018
Toys R Us - Delaware Inc    TOY       8.750     1.173   9/1/2021
Transworld Systems Inc      TSIACQ    9.500    26.000  8/15/2021
Transworld Systems Inc      TSIACQ    9.500    26.000  8/15/2021
UCI International LLC       UCII      8.625     4.780  2/15/2019
Ultra Resources Inc         UPL       7.125    22.516  4/15/2025
Ultra Resources Inc         UPL       6.875    34.173  4/15/2022
Ultra Resources Inc         UPL       6.875    35.722  4/15/2022
Ultra Resources Inc         UPL       7.125    23.706  4/15/2025
Walter Energy Inc           WLTG      8.500     0.834  4/15/2021
Walter Energy Inc           WLTG      9.875     0.834 12/15/2020
Walter Energy Inc           WLTG      9.875     0.834 12/15/2020
Walter Energy Inc           WLTG      9.875     0.834 12/15/2020
Westmoreland Coal Co        WLBA      8.750    46.000   1/1/2022
Westmoreland Coal Co        WLBA      8.750    45.348   1/1/2022
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       6.375    27.500   8/1/2023
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.938 10/15/2020
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       6.375    25.250   8/1/2023
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.250  10/1/2021
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.500    30.000   4/1/2023
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.500    27.444   6/1/2022
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       8.750    28.000 12/15/2024
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       6.375    23.500   8/1/2023
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       8.750    25.031 12/15/2024
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.775 10/15/2020
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.057  10/1/2021
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.775 10/15/2020
Windstream Services
  LLC / Windstream
  Finance Corp              WIN       7.750    30.057  10/1/2021
iHeartCommunications Inc    IHRT      9.000    68.000 12/15/2019
iHeartCommunications Inc    IHRT     14.000    12.750   2/1/2021
iHeartCommunications Inc    IHRT      7.250    10.750 10/15/2027
iHeartCommunications Inc    IHRT      6.875    10.625  6/15/2018
iHeartCommunications Inc    IHRT      9.000    70.938 12/15/2019
iHeartCommunications Inc    IHRT     14.000    13.266   2/1/2021
iHeartCommunications Inc    IHRT      9.000    70.938 12/15/2019
iHeartCommunications Inc    IHRT      9.000    70.938 12/15/2019
iHeartCommunications Inc    IHRT     14.000    13.266   2/1/2021
rue21 inc                   RUE       9.000     1.470 10/15/2021



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
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