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

              Wednesday, May 1, 2019, Vol. 23, No. 120

                            Headlines

3600 ASHE: June 5 Disclosure Statement Hearing
AEROJET ROCKETDYNE: S&P Raises ICR to 'BB-'; Outlook Stable
AHERN RENTALS: S&P Alters Outlook to Stable, Affirms 'B' ICR
ALEGION INC: Unsecured Creditors to Get 100% Over 10 Years
AMERICAN RENAL: Secures Amendment, Waiver Under Credit Agreement

ASPEN VILLAGE: PCO Appointment Not Necessary, Court Rules
ASPEN VILLAGE: Unsecured Creditors to Get 5.5% Interest
ASSUREDPARTNERS INC: S&P Affirms 'B' Long-Term ICR on GTCR Buyout
BENNU TITAN: Unsecured Creditors to Get Nothing in Liquidation Plan
BETTER HOUSING: S&P Lowers 2018B Bond Rating to BB+

BIG E AUTOMOBILE: Unsecureds to Get Full Payment Over 36 Months
BIOSTAGE INC: Directs Transfer Agent to Issue 250K Shares to DST
CHINA LENDING: Incurs $94.1 Million Net Loss in 2018
CLASSIC DEVELOPMENTS: $610K Sale of New Orleans Property Approved
CLEVELAND-CLIFFS INC: S&P Rates $750MM Unsec. Notes 'B+'

COFFEESMITHS COLLECTIVE: Appoints Three New Directors
COFFEESMITHS COLLECTIVE: Suspending Filing of Reports with SEC
COLFIN NOMAD: Jones Lang To Hold Public Auction on June 6
COOL HOLDINGS: Receives Noncompliance Notice from Nasdaq
CTI FOODS: Taps Centerview Partners as Investment Banker

CTI FOODS: Taps Prime Clerk as Administrative Advisor
CTI FOODS: Taps Weil Gotshal as Legal Counsel
CTI FOODS: Taps Young Conaway as Co-Counsel
CYCLE-TEX INC: $169K Sale of Dalton Equipment to Arlington Granted
D&J FITNESS: May 23 Plan Confirmation Hearing

DUNCAN BURCH: Voluntary Chapter 11 Case Summary
ELDORADO GOLD: Moody's Cuts CFR & Senior Unsecured Rating to B3
ERNEST VICKNAIR: DA's $350K Sale of Thibodaux Property Approved
FLORIDA CLEANEX: Gets Court Approval to Hire Accountants in Miami
FROM DUSK TIL DAWN: June 4 Plan Confirmation Hearing

GARY ENGLISH: $250K Sale of Easement Property to Duke Approved
GOLDEN TOUCH: U.S. Government Objects to Disclosures, Plan
GORDON BURR: $50K Sale of Ramos Painting Granted
GRIFFITH FARMS: Taps Tarbox Law as Legal Counsel
H2O BAGEL: $100K Sale of Parkland Property Conditionally Granted

HEXION HOLDINGS: Blue Cube Appointed as Committee Member
HOUSE OF FLOORS: May 21 Hearing on Disclosure Statement
HUMANIGEN INC: Secures $1.3 Million Loans from Soundview Capital
IF STUDIOS: June 12 Hearing on Disclosure Statement
IHEARTMEDIA INC: S&P Assigns 'B+' ICR on Expected Bankruptcy Exit

IMPERIAL METALS: S&P Discontinues 'SD' Issuer Credit Rating
INSYS THERAPEUTICS: ETF Managers Has 9.3% Stake as of April 26
INTERNATIONAL IRON: July 15 Hearing on Amended Plan Outline OK
JOES LLC: Case Summary & 2 Unsecured Creditors
JORGE A ALVAREZ: U.S. Trustee Objects to Plan, Disclosures

KENDALL FROZEN: Trustee Taps Marshack Hays as Legal Counsel
KMA TRANSPORT: May 29 Plan Confirmation Hearing
KOST VENTURES: Unsecureds to Get Monthly Payment for 7 Years at 5%
LAWSON NURSING: June 6 Disclosure Statement Hearing
LEGFRAS GROUP: Voluntary Chapter 11 Case Summary

LODESTONE OPERATING: Plan Confirmation Hearing Moved to June 12
MAGNUM CONSTRUCTION: May 14-15 Auction Sale of Equipment Approved
MATAWAN ACQUISITION: Case Summary & 2 Unsecured Creditors
MCMAHAN-CLEMIS INSTITUTE: Plan Proposes $115K Unsecureds Fund
MIDICI GROUP: June 13 Hearing on Plan Confirmation

MISSION COAL: Murray Energy Completes Acquisition of Complexes
MISTER CAR WASH: S&P Rates $850MM First-Lien Credit Facilities 'B-'
MORGAN WOELK: $1.3M Sale of Nashville Property to Capital Approved
MOUNT HOLLY: Star Hospitality Buying Brown Mills Property for $725K
MR. STEVEN: $8.5M Sale of Vessel to SEACOR Marine Approved

ORCHARD ACADEMY: $25K Sale of Assets to Temple Har Approved
OWEN & FRED: Unsecureds to Get 10% in 20 Quarterly Payments
PCI GAMING: S&P Assigns 'BB+' Issuer Credit Rating; Outlook Stable
PG&E CORP: Tort Claimants Panel Taps Baker & Hostetler as Counsel
PHUNWARE INC: May Issue 5.4 Million Shares Under Incentive Plans

PHUONG NAM VIETNAMESE: Taps R Martin as Bookkeeper
POST PRODUCTION: Court Denies Approval of Disclosure Statement
PRO TANK PRODUCTS: May 2 Plan Confirmation Hearing
R & C PROPERTIES: To Pay Creditors from Commercial Bldg Rents
RADIOLOGY PARTNERS: S&P Alters Outlook to Neg., Affirms 'B' ICR

RB SMITH LAND: May 2 Plan Confirmation Hearing
RITE AID: S&P Lowers ICR to 'B-' on Continued Industry Headwinds
SAFE HAVEN: $317K Sale of Pocatello Property to South Approved
SCOTTY'S HOLDINGS: $45K Sale of Liquor License No. RR4902951 Okayed
SHOE SHIELDS: May 28 Plan Confirmation Hearing

SKYTEC INC: Discloses Prepetition Transfers, Feasibility
SPRINT CORP: Fitch Maintains 'B+' LT IDRs on Watch Positive
ST. JUDE NURSING: PCO Files 3rd Report
STOLLINGS TRUCKING: $26K Sale of Equipment to Chase Approved
SUNESIS PHARMACEUTICALS: Borrows $5.5 Million from Silicon Valley

SUNGLO HOME: Taps Enrique Ledesma as Accountant
T-MOBILE US: Fitch Affirms LT IDR at 'BB+(EXP)', Outlook Stable
TAPSTONE ENERGY: S&P Cuts ICR to 'CCC+'; Outlook Negative
THINGS REMEMBERED: CPO Recommends Approval of Consumer PII Sale
TPC FAMILY MEDICINE: Unsecureds to Get 1% Under Plan

UNITED CONTINENTAL: S&P Affirms 'BB' ICR, Alters Outlook to Pos.
UNITED RENTALS: S&P Rates $750MM Senior Unsecured Notes 'BB-'
WHITTY IT SOLUTIONS: Taps Odin Feldman as Legal Counsel
WIT'S END: JM Partners Objects to Plan, Disclosure Statement
ZEP INC: Moody's Cuts CFR to Caa2 & 1st Lien Debt Rating to Caa1


                            *********

3600 ASHE: June 5 Disclosure Statement Hearing
----------------------------------------------
The hearing on the approval of the disclosure statement explaining
3600 Ashe, LLC's Chapter 11 plan of liquidation will be held on
June 5, 2019 at 10:30 A.M.

General Unsecured Claims are impaired and will receive, in full
satisfaction, discharge, exchange, and release thereof, Cash in the
amount equal to the Holder's Pro Rata Share of the Distributable
Cash, if any.  Any Distribution on account of a general unsecured
claim will be made after the Effective Date in the Plan
Administrator's discretion.

The source of all Distributions under the Plan will be the Property
or the net proceeds thereof of the Estate, including any and all
available Cash (including the Contribution), any proceeds of the
Causes of Action, and any other remaining property of the Debtor or
Estate liquidated or administered by the Plan Administrator.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y2ywlpww from PacerMonitor.com
at no charge.

                   About 3600 Ashe LLC

3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017.  In the
petition signed by Stephen Hall, managing member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Deborah J. Saltzman presides over the case.  Dean G.
Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten
LLP, serves as bankruptcy counsel to the Debtor; and DTLA Real
Estate, Inc., as its real estate broker.


AEROJET ROCKETDYNE: S&P Raises ICR to 'BB-'; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings on April 29 reviewed its ratings for Aerojet
Rocketdyne Holdings, Inc., which were labeled as "under criteria
observation" after publishing its revised "Ratios and Adjustments"
criteria on April 1.

Following its review, S&P removed the UCO designation from these
ratings and raised its issuer credit rating on Aerojet Rocketdyne
to 'BB-' from 'B+'.

"The stable outlook reflects our belief that the company's credit
metrics will remain stable as revenues grow modestly and EBITDA
margins decline slightly," S&P said.

The rating action reflects the application of S&P's revised "Ratios
And Adjustments" criteria, but more importantly it also reflects
Aerojet Rocketdyne's improved operating performance as the company
has shown it can compete in an industry affected by consolidation
and new entrants. S&P now believes funds from operations (FFO) to
debt will be 30%-35% in 2019 before increasing to 35%-40% in
subsequent years as potential acquisitions generate additional cash
inflows.

The stable outlook reflects the expectation that the company's
credit metrics will remain near current levels over the next 12
months, with an FFO-to-debt ratio of 30%-35% and a debt-to-EBITDA
metric of 2.0x-2.5x. S&P expects modest organic revenue growth
complemented by acquisitions, and EBITDA margins to decline in 2019
from peak levels reached in 2018.

"We could raise our rating on Aerojet Rocketdyne if it uses its
excess cash for acquisitions, improves its operations and margins,
or reduces its debt such that its FFO-to-debt ratio rises above 45%
on a sustained basis and we were confident that management would
work to maintain that level," S&P said, adding that it could also
raise its rating if new business wins and growth in Aerojet
Rocketdyne's key programs improve the company's long-term
competitive position while its FFO-to-debt ratio remains above
30%.

"We could lower our rating on Aerojet Rocketdyne if its credit
metrics deteriorate due to operating problems, if it takes on
additional debt to fund acquisitions, or if it uses its excess cash
for shareholder rewards, causing its FFO-to-debt ratio to drop
below 30% amid additional debt-financed acquisitions," the rating
agency said.


AHERN RENTALS: S&P Alters Outlook to Stable, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Las
Vegas-based equipment rental company Ahern Rentals Inc. and revised
the outlook to stable from positive as it now expects financial
leverage to remain above 4x over the next 12 months.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior secured second-lien notes due 2023. The '5'
recovery rating is unchanged.

"The revision of our outlook on Ahern to stable reflects our
expectations that the company's S&P Global Ratings-adjusted debt to
EBITDA will remain in the 4.0x to 4.5x range over the next 12
months, compared with our prior expectation of below 4.0x," the
rating agency said.  S&P now expects equipment acquired through
operating leases to represent a greater portion of Ahern's rental
fleet, resulting in a larger operating lease obligation than the
rating agency had previously forecasted.

S&P's stable ratings outlook on Ahern reflects its expectation that
the company will maintain financial leverage below 6x throughout
the business cycle. It believes credit metrics will remain healthy,
with S&P-adjusted leverage of about 4x-4.5x over the next 12 months
on solid demand for the company's aerial fleet.

"We could lower our rating on Ahern within the next 12 months if
S&P Global Ratings-adjusted leverage were to exceed 6x and we did
not expect it to improve over the following year. This could occur
if U.S. construction, particularly nonresidential, is weaker than
expected, leading to lower demand for Ahern's equipment," S&P
said.

"Given our view on the cyclicality of the business, we could raise
our rating on Ahern by one notch over the next 12 months if the
company reduces S&P-adjusted leverage below 4x, driven by stronger
operational performance than we expect," the rating agency said,
adding that it would also need to believe the company would be
likely to endure a significant downturn in nonresidential
construction activity without leverage rising above 5x for an
extended period.


ALEGION INC: Unsecured Creditors to Get 100% Over 10 Years
----------------------------------------------------------
Alegion, Inc., filed a first amended Chapter 11 plan and
accompanying Disclosure Statement proposing a reorganization of its
business operations by contracting with a new timber broker,
Parnell, Inc., and selling some certain trucks and trailers to
Deloney & Gandy Timbers, Inc.

The Debtor will subcontract with Deloney & Gandy Timbers, Inc. to
haul the timber that the Debtor cuts.  This will both increase the
Debtors revenues and reduce its expenses.

Further, the Debtor has received a BP settlement payment and will
receive the final BP settlement in July of 2019.

The sale of the trucks and trailers will pay the secured creditors,
BMO Transport and Hitachi, debts in full. The Debtor will pay the
secured creditors, First Citizens Bank, Caterpillar and John Deere
the entire secured value of their respective claims. Their
remaining balance will be included in the unsecured class.  The
Debtor will pay 100% of the allowed unsecured and undersecured
creditor's claims. The Debtor will pay the unsecured and
undersecured creditors a lump sum of $255,000 from the final BP
settlement. All unsecured and undersecured creditors will receive a
prorata share of the lump sum payment. The remaining unsecured and
undersecured claims will be paid over a 10 year period.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y26enfun from PacerMonitor.com
at no charge.

                       About Alegion Inc.

Alegion, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Ala. Case No. 18-30912) on March 29, 2018.  In
the petition signed by Tammy Jordan, owner, the Debtor disclosed
that it had estimated assets of less than $50,000 and liabilities
of less than $50,000.  

Judge Dwight H. Williams Jr. presides over the case.  The Debtor
tapped Fritz Law Firm as its legal counsel.


AMERICAN RENAL: Secures Amendment, Waiver Under Credit Agreement
----------------------------------------------------------------
American Renal Associates Holdings, Inc., a provider of outpatient
dialysis services, on April 26 disclosed that its indirect wholly
owned subsidiary, American Renal Holdings, Inc. ("ARH"), has
entered into an Amendment No. 1 to the Credit Agreement, dated June
22, 2017, with the holders of a majority of ARH's $100 million
senior secured revolving credit facility and $440 million senior
secured term B loan facility waiving, among other things, certain
defaults or potential defaults under the Credit Agreement.  In
connection with the Amendment, ARH paid a 100-basis point fee to
the lenders consenting to the Amendment and agreed to increase the
interest rate on borrowings under the Credit Agreement.

Until the date that the Company files its restated financial
statements for the fiscal year ended December 31, 2017 and fiscal
quarters ended June 30, 2017, September 30, 2017, March 31, 2018,
June 30, 2018 and September 30, 2018 (collectively, the "Amended
Financial Statements") and its financial statements for the fiscal
year ended December 31, 2018 and fiscal quarters ended March 31
and, if applicable, June 30, 2019 (the "Delayed Financial
Statements"), and no default is then continuing (the "Covenant
Reversion Date"), the term B loans will bear interest at the base
rate plus 4.50% or LIBOR plus 5.50%, as selected by ARH, and
borrowings under the revolving credit facility will bear interest
at the base rate plus 4.25% or LIBOR plus 5.25%, as selected by
ARH.  From and after the Covenant Reversion Date, the term B loans
will bear interest at the base rate plus 4.00% or LIBOR plus 5.00%,
as selected by ARH.  In addition, from and after the Covenant
Reversion Date, borrowings under the revolving credit facility will
bear interest at a rate equal to, at ARH's option, the base rate or
LIBOR, plus, in each case, an applicable margin priced off a grid
based upon the consolidated net leverage ratio of ARH and its
restricted subsidiaries, which margin is 1.75% higher than the
applicable margin prior to the Amendment.

Pursuant to the Amendment, the aggregate annual amount by which the
principal amount of the term B loansamortizes will increase from
the current 1.00% of the original principal amount of such term B
loans to 2.00% of such original principal amount, commencing
January 1, 2020.  The Amendment also requires that ARH report
certain quarterly financial and operating information within 45
days of quarter-end for the fiscal quarters ended
March 31, 2019 and June 30, 2019.

In addition to the springing maximum consolidated net leverage
ratio financial covenant of 6.00:1.00 for the benefit of the
lenders under the revolving credit facility, pursuant to the
Amendment a new maximum consolidated net leverage ratio maintenance
financial covenant of 7.00:1.00 has been added for the benefit of
the lenders under both the revolving credit facility and the term B
facility.

The Amendment waives any defaults or potential default under the
Credit Agreement arising from ARH's prior delivery of certain
inaccurate financial statements as described in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission ("SEC") on March 27, 2019, which the Company has
announced it will restate, any associated breach of representations
and warranties regarding the accuracy of such financial statements,
and the delay in the Company's filing of its Annual Report on Form
10-K for the year ended December 31, 2018 and any delay in the
Company's filing of its Quarterly Report on Form 10-Q for the
quarters ended March 31 and June 30, 2019.  The Amendment also
waives any default or potential default arising from ARH's failure
to satisfy the maximum consolidated net leverage ratio when
required and any under-payment of interest or fees based on the
application of a lower applicable rate due to the prior delivery of
inaccurate financial statements.

Under terms of the Amendment, any such defaults or potential
defaults are waived until the earlier of (i) September 9, 2019 or
(ii) such date as ARH has provided the lenders with the Amended
Financial Statements and the Delayed Financial Statements.  If it
is determined on or after that date that ARH failed to satisfy the
maximum consolidated net leverage ratio when required on or after
the last day of the fiscal quarter covered by any of the delayed
financial statements described in the preceding paragraph, an event
of default will be deemed to have occurred.  In addition, ARH will
be required to pay any interest or fees that are ultimately
determined to have been payable but for the application of a lower
applicable rate.

The Company intends to file the Amended Financial Statements and
the Delayed Financial Statements with the SEC as soon as
practicable.

               About American Renal Associates

American Renal Associates ("ARA") -- http://www.americanrenal.com/
-- is a provider of outpatient dialysis services in the United
States.  As of Dec. 31, 2018, ARA operated 241 dialysis clinic
locations in 27 states and the District of Columbia serving
approximately 16,500 patients with end stage renal disease.  ARA
operates principally through a physician partnership model, in
which it partners with approximately 400 local nephrologists to
develop, own and operate dialysis clinics.  ARA's Core Values
emphasize taking good care of patients, providing physicians with
clinical autonomy and operational support, hiring and retaining the
best possible staff and providing best practices management
services.


ASPEN VILLAGE: PCO Appointment Not Necessary, Court Rules
---------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia found that the appointment of a
patient care ombudsman for Aspen Village at Lost Mountain Assisted
Living, LLC is not necessary for the protection of patients.

The Court further noted that the Order is without prejudice as to
the Court later appointing a patient care ombudsman pursuant to
Federal Rule of Bankruptcy Procedure 2007.2(b) or as to any party
in interest raising the issue of the appointment of a patient care
ombudsman at a later date.

        About Aspen Village at Lost Mountain

Aspen Village at Lost Mountain Assisted Living, LLC and Aspen
Village at Lost Mountain Memory Care, LLC filed voluntary Chapter
11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263,
respectively) on Feb. 5, 2019.  Both operate assisted living
facilities in Georgia.

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

The cases have been assigned to Judge Barbara Ellis-Monro.  The
Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as
their legal counsel.


ASPEN VILLAGE: Unsecured Creditors to Get 5.5% Interest
-------------------------------------------------------
Aspen Village at Lost Mountain Memory Care, LLC, filed a Chapter 11
plan and accompanying disclosure statement.

Class 7: General Unsecured Claims.  The Debtor will pay to each
Holder of a General Unsecured Claim (i) on the 28th of the month
that is six full months from the Effective Date (or the next
business day if the 28th does not fall on a business day) and
semi-annually thereafter, interest on such General Unsecured Claim
at 5.5% per annum on the principal balance of any such Allowed
General Unsecured Claim and (ii) the then outstanding balance of
the Allowed General Unsecured Claim (together with any accrued and
unpaid interest pursuant to Class 7) upon the earlier to occur of
(1) the closing of a sale or refinance of the Assisted Living
Property or (2) the 28th day of the 36th full month following the
Effective Date (or the next business day if the 28th does not fall
on a business day).

Anderson Glover and Robert Fouse shall each retain their 55% and
45% interest of the shares in the Debtor.

The source of funds for the payments pursuant to the Plan is the
future sale, leasing or refinancing of the Memory Care Property.

A full-text copy of the Disclosure Statement dated January 15,
2019, is available at https://tinyurl.com/y6tdzx5a from
PacerMonitor.com at no charge.

Attorneys for the Debtor are Leslie M. Pineyro, Esq., and Thomas T.
McClendon, Esq., at Jones & Walden, LLC, in Atlanta, Georgia.

         About Aspen Village at Lost Mountain

Aspen Village at Lost Mountain Assisted Living, LLC, and Aspen
Village at Lost Mountain Memory Care, LLC filed voluntary Chapter
11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263,
respectively) on Feb. 5, 2019.  Both operate assisted living
facilities in Georgia.

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

The cases have been assigned to Judge Barbara Ellis-Monro.  The
Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as
their legal counsel.


ASSUREDPARTNERS INC: S&P Affirms 'B' Long-Term ICR on GTCR Buyout
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
rating on AssuredPartners Inc. (API). S&P also affirmed all of its
related existing issue-level and recovery ratings on the company's
debt. The outlook is stable. These actions relate to the launch of
deal financing announced in February 2019 that private equity firm
GTCR LLC has agreed to acquire a majority stake in API from its
current equity sponsor, Apax Partners.

At the same time, S&P assigned its 'CCC+' ratings with a '6'
recovery rating to API's proposed $475 million senior unsecured
notes due May 2027. The transaction will primarily be funded by a
GTCR equity contribution, cash on balance sheet, and the issuance
of $160 million preferred shares, which the rating agency expects
to treat as debt (given existing terms and conditions).

"The rating reflects our belief that, although the proposed
incremental financing under private equity sponsor GTCR results in
weaker credit metrics, sustained growth in revenue and earnings
will result in strengthening cash-flow generation, enabling it to
carry this increased debt load and deleverage modestly during the
next year," S&P said.

The stable outlook on API reflects S&P's expectations that the
company's credit metrics will reflect incremental improvement
through 2020 with stronger cash flow generation arising from
greater operational scale and stable margins. S&P expects organic
revenue growth in the low-single-digits with the most of top-line
development driven by acquisitions. Its outlook reflects compound
revenue growth of 15% with pro forma adjusted EBITDA margins of
28%-30%, resulting in pro forma adjusted debt to EBITDA of
7.5x-8.0x and EBITDA interest coverage of 2.0x-2.5x in 2020.

"We could lower our ratings in the next 12 months if organic growth
or cash-flow generation deteriorates, reflecting strained strategic
execution and greater risk of higher-than-expected financial
leverage and weaker-than-expected EBITDA coverage (sustainably
above 8x and below 2x, respectively). The adoption of a
more-aggressive financial policy, resulting in eroding metrics,
could also lead to a downgrade," S&P said.

"Although unlikely, we could raise the ratings if cash-flow
generation improves with financial leverage and EBITDA coverage
reflecting sustained more-conservative levels (financial leverage
of less than 5x and EBITDA coverage of 3.5x-4.0x) through 2020,"
S&P said.


BENNU TITAN: Unsecured Creditors to Get Nothing in Liquidation Plan
-------------------------------------------------------------------
Gerald H. Schiff, Chapter 11 Trustee for the estate of Bennu Titan
LLC, formerly known as ATP Titan LLC, filed a Chapter 11 plan of
liquidation and accompanying disclosure statement.

The funds necessary to enable the Debtor to wind-up the business
and make Plan Distributions shall be or have been obtained from
Cash held by the Trustee.  The Trustee currently is holding
approximately $130,000 in cash, which will be used to satisfy U.S.
Trustee quarterly fees and administrative expense claims.  The
Estate also holds an
administrative expense claim for $1,447,120 in the Bennu O&G Case.
The Bennu Admin Claim arises out of two insurance packages -- each
covering both Bennu O&G's assets and Bennu Titan's assets -- that
were premium financed and required the payment of monthly premium
financing payments to maintain coverage under the applicable
policy.  Following rejection of the Platform Use Agreement by Bennu
O&G, the Trustee, in accordance with the DIP Order and to avoid any
interruption in insurance coverage, made all insurance payments due
under the premium finance agreements, including payments
attributable to insurance coverage on Bennu O&G's assets and estate
-- payments for which Bennu O&G were responsible.  The Trustee paid
insurance amounts relating to Bennu O&G assets and coverage from
December 2016 through May 2017, inclusive.  The Trustee is unaware
whether any distribution will be made on account of the Bennu Admin
Claim in the Bennu O&G Case.  Under the Plan, the Bennu Admin Claim
will be transferred to Equinor. Finally, the Estate holds rejection
damage claims related to the rejection of the Platform Use
Agreement against the Bennu O&G estate.

General Unsecured Claims, classified in CLASS 2, are impaired. Each
Holder of an Allowed Claim in Class 2 shall receive no Distribution
on account of their Claim.

The Trustee is aware of only one General Unsecured Claim filed by
the Bennu O&G estate.  The Debtor scheduled four contingent and
unliquidated General Unsecured Claims:

   (1) a Claim by the Bureau of Ocean Energy Management ("BOEM") in
the amount of $3,641,568;

   (2) a Claim by BSEE in the amount of $3,641,568 (the "BSEE
Claim" and collectively with the BOEM Claim, the "Interior
Claims");

   (3) a Claim by Bennu O&G in the amount of $2,577,135; and

   (4) a Claim by Beal Bank for the excess claim over the value of
collateral.

The Interior Claims shall not be treated as General Unsecured
Claims held against the Debtor because such Claims are contingent
and unliquidated claims for future plug and abandonment liability
related to the ROWs.  Further, Statoil assumed these
decommissioning obligations under the Asset Purchase Agreement. As
such, BOEM and BSEE do not hold Claims against the Debtor.

The Department of the Interior filed two proofs of claim:

   (1) for future decommissioning liabilities related to the ROWs
(Proof of Claim No. 1), and

   (2) for unpaid ROW fees owed to the Office of Natural Resources
(Proof of Claim No. 3).

Both of these claims will not be treated as Allowed Claims under
the Plan, as such claims were transferred to Statoil in connection
with the sale of the ROWs.

Bennu O&G filed Proof of Claim No. 2 in the amount of $2,577,135
for expenses owed under the G&A Administrative Services Agreement,
which is identical to the claim scheduled by the Debtor.

Equinor is now the holder of the Beal Bank USA claim scheduled by
the Debtor. The amount of the Equinor Claim has been determined and
is now liquidated as a result of the Sale. Statoil was issued
replacement Liens and is the Holder of the Equinor Secured Claim.
As such, the Bennu O&G estate is the only Holder of a General
Unsecured Claim. Any Holder of a General Unsecured Claim will
receive no distribution under the Plan and is deemed to reject the
Plan.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y63dlvv8 from PacerMonitor.com
at no charge.

Attorneys for the Chapter 11 Trustee:

     Louis M. Phillips, Esq.
     Patrick "Rick" M. Shelby, Esq.
     Amelia L. Bueche, Esq.
     One American Place
     301 Main Street, Suite 1600
     Baton Rouge, LA 70825
     Phone: (225) 381-9643
     Email: louis.phillips@kellyhart.com
            rick.shelby@kellyhart.com
            amelia.bueche@kellyhart.com

                    About Bennu Titan

Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a
business enterprise engaged in the acquisition, exploration,
development, and production of oil and natural gas properties in
the Gulf of Mexico.  It is a limited liability company formed in
May 2010 as a special purpose vehicle with one member, Bennu Titan
Holdco LLC.  Bennu Holdco  has one member, Bennu Oil & Gas, LLC
("Bennu O&G"); and Bennu O&G has one member, Bennu Holdings, LLC
("Bennu Holdings").

Bennu Titan owns a multi-column, deep draft, floating drilling and
production  platform commonly known as Titan as well as two oil and
gas export pipelines and related rights of way.

Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11
petition against Texas-based offshore drilling firm Bennu Titan LLC
f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on Aug. 11,
2016.  The court entered an order for relief on Sept. 9, 2016.

The Debtor is represented by William P. Bowden, Esq., at Ashby &
Geddes, P.A.  The petitioning creditors are represented by Michael
J. Farnan, Esq., and Joseph J. Farnan, Esq., at Farnan LLP and
Thomas E. Lauria, Esq., at White & Case LLP.

On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to
serve as the Chapter 11 Trustee and moved for an order approving
his appointment.  On Nov. 23, 2016, the Court entered an order
approving Mr. Schiff's appointment.

The Chapter 11 Trustee tapped Sullivan Hazeltine Allison LLC and
Kelly Hart Pitre as bankruptcy counsel, and Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, as special regulatory and oil and
gas counsel.

No official committee of unsecured creditors has been appointed.

Bennu Oil & Gas, LLC and affiliates filed voluntary Chapter 7
petitions (Bankr. S.D. Tex. Case No. 16-35930) on Nov. 30, 2016.
The Hon. David R. Jones presides over the case.  The Chapter 7
Trustee is Janet S. Casciato-Northrup, Esq., at Hughes Watters and
Askanase.


BETTER HOUSING: S&P Lowers 2018B Bond Rating to BB+
---------------------------------------------------
S&P Global Ratings lowered its ratings on two multifamily housing
transactions owned by affiliates of the Better Housing Foundation,
Ohio.

The affected transactions and associated rating actions are:

Illinois Finance Authority's (Windy City portfolio project) series
2017A-1 and 2017A-2 bonds lowered to 'BB(sf)' from 'A-(sf)', and
the series 2017B-2 bonds lowered to 'B+'(sf) from 'BBB-(sf)'.

Illinois Finance Authority's series 2018A-1 and 2018A-2 issued for
2018 Blue Island LLC lowered to 'BBB-' from 'BBB+', and the series
2018B bonds lowered to 'BB+' from 'BBB-'.

In addition, S&P placed those ratings on CreditWatch with negative
implications.

At the same time, S&P placed the following ratings on Illinois
Finance Authority's existing bonds issued for Better Housing
Foundation on CreditWatch with negative implications:

-- Series 2016A multifamily housing revenue bonds (Shoreline
Portfolio project), rated 'CCC-';

-- Series 2016C multifamily housing revenue bonds (Shoreline
Portfolio project), rated 'CCC-';

-- Series 2017A multifamily housing revenue bonds (Icarus
Portfolio project), rated 'CCC-'

-- Series 2017B multifamily housing revenue bonds (Icarus
Portfolio project), rated 'CCC-';

-- Series 2018A-1 and 2018A-2 multifamily housing revenue bonds
(Ernst Portfolio project), rated 'CCC-'; and

-- Series 2018B multifamily housing revenue bonds (Ernst Portfolio
project), rated 'CCC-'.

As of April 23, 2019, the current chairman of the board of Better
Housing Foundation has not responded to requests from S&P for
information regarding the status of Better Housing Foundation's
projects.  S&P said it has assigned a 'vulnerable' management
assessment to BHF, given the board's turnover, changes in property
management at all five transactions, ongoing covenant defaults, and
the lack of responsiveness to the rating agency's requests for
information.

"If we are unable to obtain further information on the projects
within in 30 days, we will withdraw our ratings on all five of
BHF's transactions," S&P said.


BIG E AUTOMOBILE: Unsecureds to Get Full Payment Over 36 Months
---------------------------------------------------------------
Big E Automobile Rebuild, Inc., filed a Chapter 11 Plan and
accompanying disclosure statement proposing that General Unsecured
Creditors, classified in Class 13, are impaired and will be paid in
full, with interest at 4% per annum, in equal monthly installments
of principal and interest over 36 months from the Effective Date.
Payments will commence on the 15th day of the calendar month
following the Effective Date. The Debtor may pre-pay some or all
Class 13 claim, in its discretion.

The Debtor will pay the Willard Trustee a Dividend Payment in the
total amount of $33,600 in no more than three annual installments.
Each installment will be a minimum of one third of the Dividend
Payment. The first installment will be due one month after the
first anniversary of the Effective Date; provided, however, that no
Dividend Payment may be made until the arrears on the Key Bank
secured claim (Class 11) are paid in full, and no dividend payment
may be made if the Debtor is in default on payments to Classes 5,
6, 7, 11 and 13.  When the Dividend Payment has been paid in full,
the common stock of the Debtor will be deemed abandoned by the
Willard personal bankruptcy estate and will revert to John and
Terry Willard, without any further restrictions.

Payments and distributions under the Plan will be funded from the
Debtor's operating revenues.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y5nu3k9n from PacerMonitor.com
at no charge.

             About Big E Automobile Rebuild

Based in Burien, Washington, Big E Auto Rebuild, Inc. --
http://www.bigeautorebuild.com/-- offers complete auto body shop
and auto paint shop services.  It has been family owned and
operated since 1970 and provides service to Seattle, West Seattle,
Bellevue, Renton, SeaTac, Kent and Federal Way areas from the
Burien facility.

Big E Automobile Rebuild sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-12732) on July 12,
2018.  In the petition signed by John Willard, president, the
Debtor disclosed $287,786 in assets and $2,633,442 million in
liabilities.  Judge Christopher M. Alston presides over the case.
Donald A. Bailey, Esq., is the Debtor's counsel.  No official
committee of unsecured creditors has been appointed in the Chapter
11 case.


BIOSTAGE INC: Directs Transfer Agent to Issue 250K Shares to DST
----------------------------------------------------------------
Biostage, Inc. instructed its transfer agent on April 24, 2019, to
issue 250,000 shares of its common stock to DST Capital, LLC, one
of the December 2017 Investors, in connection with the exercise by
such investor of a portion of the December 2017 Warrants.  Those
warrants are being exercised in exchange for the payment to the
Company of the aggregate cash exercise price of $500,000.  The
shares were sold and issued without registration under the
Securities Act in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act as transactions not involving a
public offering and Rule 506 promulgated under the Securities Act
as sales to accredited investors, and in reliance on similar
exemptions under applicable state laws.

On Dec. 27, 2017, Biostage entered into a Securities Purchase
Agreement with certain investors.  Pursuant to and simultaneously
with the execution of the December 2017 Purchase Agreement, among
other securities then issued, the Company issued warrants to
purchase 3,108,000 shares of Common Stock with an exercise price of
$2.00 per share to the December 2017 Investors.

                       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 repored a net loss of $7.52 million on $0 of revenues for
the year ended Dec. 31, 2018, compared to a net loss of $11.91
million on $0 of revenues for the year ended Dec. 31, 2017.  As of
Dec. 31, 2018, the Company had $2.63 million in total assets,
$662,000 in total liabilities, and $1.97 million in total
stockholders' equity.

In its report dated March 29, 2019, RSM US LLP, in Boston,
Massachusetts, the Company's auditor since 2018, issued an opinion
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, expressing substantial doubt about the
Company's ability to continue as a going concern.  The auditor
stated that the Company has suffered recurring losses from
operations, has an accumulated deficit, uses cash flows in
operations, and will require additional financing to continue to
fund operations.


CHINA LENDING: Incurs $94.1 Million Net Loss in 2018
----------------------------------------------------
China Lending Corporation has filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 20-F disclosing a net
loss US$94.12 million on US$264,171 of total interest and fee
income for the year ended Dec. 31, 2018, compared to a net loss of
US$54.78 million on US$16.52 million of total interest and fee
income for the year ended Dec. 31, 2017.

Affected by the reduction of lending business and increased loans
losses, the management was in the opinion that recurring operating
losses would be made continue within one year from the financial
statement issuance date.  The Company said it continues to use its
best effort to improve collection of loan receivable and interest
receivable, which would result in reversal of provision for loan
losses and recognition of interest income which was past due over
90 days and thus an increase in net profit.

As of Dec. 31, 2018, the Company had US$95.66 million in total
assets, U$122.01 million in total liabilities, US$9.65 million in
convertible redeemable Class A preferred shares, and a total
deficit of US$36 million.

The Company has financed its operations primarily through
shareholder contributions, cash flow from operations, borrowings
from financial institutions and third parties, and public offerings
of securities.  As of Dec. 31, 2018 and 2017, the Company had cash
and cash equivalents of US$1,311,749 and US$1,220,380,
respectively.

The Company had an accumulated deficit of US$136,620,068 as of Dec.
31, 2018.  In addition, the Company had a negative net asset of
US$36,000,181 as of Dec. 31, 2018.  Caused by the limited funds,
the management assessed that the Company was not able to keep the
size of lending business within one year from the financial
statement issuance date.

During the year ended Dec. 31, 2018, the Company incurred negative
operating cash flow of US$2,199,042.  However with the
establishment of Zhiyuan and Zeshi, through which the Company plans
to launch new supply chain financing services in the near future,
including business factoring program, financing products design,
related corporate financing solutions, investments and asset
management, etc. as part of its restructuring plan, the management
assessed the Company would have a positive operating cash flow
within one year from the financial statement issuance date.

The Company has been actively seeking strategic investors with
experience in lending business as well as financial investors.

On July 10, 2018, the Company closed a registered direct offering
pursuant to a previously announced securities purchase agreement
with certain institutional investors, raising approximately
US$1,690,000, net of issuance costs, from selling its ordinary
shares at a price of US$2.60 per share.  The Company plans to
continue to seek financial as well as strategic investors for
additional financing.

Friedman LLP, in New York, New York, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 26, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
incurred significant losses and is uncertain about the collection
of its loans receivables and extension of defaulted loans.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

"Though management had plans to mitigate the conditions or events
that raise substantial doubt, there is substantial doubt about the
Company's ability to continue as a going concern within one year
from the financial statements issuance date, as there is no
assurance that the liquidity plan will be successfully implemented.
Failure to successfully implement the plan will have a material
adverse effect on the Company's business, results of operations and
financial position, and will materially adversely affect its
ability to continue as a going concern," the Company stated in the
SEC filing.

The Company's report on Form 20-F is available from the SEC's
website at https://is.gd/nmKpaz.

                      About China Lending

Founded in 2009, China Lending -- http://www.chinalending.com/--
is a non-bank direct lending corporation and provides services to
micro, small and medium sized enterprises, farmers, and
individuals, who are currently underserved by commercial banks in
China.  The Company is headquartered in Urumqi, the capital of
Xinjiang Autonomous Region.


CLASSIC DEVELOPMENTS: $610K Sale of New Orleans Property Approved
-----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Classic Developments by JMG, LLC's
sale of a tract of residential property, including the house
located thereon, bearing municipal address 6872 Canal Blvd., New
Orleans, Louisiana, to Daniel Sherman and Morgan Sherman for
$610,000.

The sale is free and clear of all liens, claims, mortgages,
privileges, encumbrances and interests, including but not limited
to the following: (i) Multiple Indebtedness Mortgage NA # 2014 US
725 (Instrument No. 1173501); and (ii) Notice of Seizure NA #
2017-0265 (Instrument No. 11238675).

The Court directed the Clerk of Court and Ex-Officio Recorder for
the Parish of Orleans, State of Louisiana, to cancel and erase from
the mortgage records maintained by her office all liens, mortgages,
privileges and encumbrances, including the following described
inscriptions/encumbrances, to the extent they appear of record on
the Canal Property, to-wit: (i) Multiple Indebtedness Mortgage NA #
2014 US 725 (Instrument No. 1173501; and (ii) Notice of Seizure NA
# 2017-0265 (Instrument No. 11238675).

Upon or after the closing of the sale of the Canal Property to
Daniel Sherman and Morgan Sherman, the Court directed each of the
Debtor's creditors or other persons holding or claiming any lien on
or interest in the Canal Property to cancel and erase any
inscription thereof from the Orleans Parish mortgage records.

The Order approving the sale as set forth is a final order, and is
effective immediately and enforceable upon its entry.  The 14-day
period stay set forth under Bankruptcy Rule 6004(g) is waived.

               About Classic Developments by JMG LLC

Classic Developments by JMG LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. La. Case No. 17-11538) on June 14, 2017.  In
the petition signed by Jason Galatas, member, the Debtor estimated
$500,000 to $1 million in assets and $100,000 to $500,000 in
liabilities.  Darryl T. Landwehr, Esq., at Landwehr Law Firm,
serves as bankruptcy counsel.


CLEVELAND-CLIFFS INC: S&P Rates $750MM Unsec. Notes 'B+'
--------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to
U.S.-based iron ore producer Cleveland-Cliffs Inc.'s proposed $750
million guaranteed senior unsecured notes due 2027. The company
will use proceeds primarily to redeem all of the outstanding 4.875%
non-guaranteed senior unsecured notes due 2021 (about $114 million
outstanding) and to fund a $600 million tender offer for the 5.75%
guaranteed senior unsecured notes due 2025. The balance will be
applied to fees and expenses related to the transaction and for
general corporate purposes.

The issuer credit rating is unchanged at 'B+', with a stable
outlook. S&P does not expect this transaction to have a material
impact on adjusted leverage which it forecasts will remain below
4x.

RECOVERY ANALYSIS

Key analytical factors

-- Cliffs' proposed capital structure consists of a $450 million
asset-based lending (ABL) facility, $392 million of senior secured
notes, $1.199 billion of guaranteed senior unsecured notes, $293
million of unsecured nonguaranteed notes, and $235 million of
unsecured nonguaranteed convertible notes.

-- S&P considers the guaranteed unsecured debt to have a priority
position relative to the nonguaranteed unsecured debt, which it
treats as structurally subordinated. Guarantors include Cliffs'
material domestic subsidiaries.

--  S&P assumes that in a hypothetical bankruptcy scenario Cliffs
would have drawn about 60% of the commitment amount under its $450
million ABL facility less undrawn letters of credit (approximately
$215 million).

-- S&P's simulated default scenario contemplates a deterioration
in the company's profitability due to a sustained decline in iron
ore prices and increased competition from new entrants while costs
remain steady. These factors would turn the company's cash flow
generation negative and make its capital structure unsustainable,
leaving Cliffs unable to service its fixed-charge obligations.

-- S&P's valuation uses an enterprise value approach because it
believes that creditors would realize greater recovery through
reorganization rather than liquidation of the business.

-- The enterprise value is based on a $310 million emergence
EBITDA (consisting of interest expense, minimum capex of around
4.5% of sales, and a 15% EBITDA recovery post reorganization), and
a 5x multiple, which is in line with the multiples it uses for
other upstream metals and mining companies.

Simulated default assumptions

-- Year of default: 2023
-- EBITDA at emergence: $310 million
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $1.55 billion

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $1.47
billion
-- Priority claims (ABL, $220 million; hedges and capital lease
obligations, $21 million): $241 million
-- Remaining value: $1.23 billion
-- Estimated secured claims (guaranteed senior secured notes):
$402 million
-- Recovery expectation: 90%-100%; rounded estimate: 95%
-- Remaining value: $827 million
-- Estimated senior unsecured claims (guaranteed senior unsecured
notes $1.23 billion; environmental liabilities $172 million): $1.41
billion
-- Recovery expectation: 50%-70%; rounded estimate: 55%
-- Remaining value: none
-- Estimated structurally subordinated claims (nonguaranteed
senior unsecured secured debt claims): $539 million
-- Recovery expectation: 0%-10%; rounded estimate: 0%

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

  Ratings List
  Cleveland-Cliffs Inc.

  Issuer Credit Rating        B+/Stable/--

  New Rating
  Cleveland-Cliffs Inc.

  Senior Unsecured
  US$750 mil Senior Notes B+
  Recovery Rating           3(55%)


COFFEESMITHS COLLECTIVE: Appoints Three New Directors
-----------------------------------------------------
Michael Chuter, Bharti Radix and Rupert Ellwood were appointed as
members of the Board of Directors of The Coffeesmiths Collective,
Inc. on April 26, 2019.  The Company expects that Mr. Chuter and
Mr. Ellwood will qualify as "independent" directors pursuant to
relevant NYSE, NASDAQ or similar exchange rules.  The new directors
will join the current board members, Stefan Allesch-Taylor and
Matthew Gill.

Mr. Chuter is a fellow of both the Institute of Chartered
Accountants and the Institute of Internal Auditors, with board
level experience across the public, private and third sectors.  In
2003, Mr. Chuter took his retail and commercial acumen into the
not-for-profit sector; first as head of finance and enterprise at
the Foyer Federation, then as director of finance and resources at
the National Children's Bureau and then to Pump Aid, where he is
presently chief executive.  He joined Pump Aid in 2014 at a point
of significant challenge and, under his leadership, the charity has
doubled its annual income, moved from deficit into surplus, raised
more than GBP500K from funders entirely new to the organization and
developed a forward strategy that will secure its future for many
years ahead.  Previously, Mr. Chuter worked with Chantry Vellacott,
Midland Bank, BAT, Wiggins Teape, Gillette, Spillers, Hertz,
ARCADIA, Evans and others, serving in various positions, including
various management level financial positions.

Bharti Radix was the finance director of The Draft House in London
from 2015 through 2018, until it was sold to a third party.
Previously, Ms. Radix worked in various management level financial
positions with Berry Bros & Rudd and Better Food Foundation
(previously Jamie Oliver Foundation).  Ms. Radix has an ACCA, BPP
Education Ltd.  Ms. Radix has an honours degree in Business Studies
from DeMontfort University.

Mr. Ellwood is currently head of marketing Communications at
Waitrose, the UK's premium food retailer with annual sales in
excess of GBP6 billion, with staff of 91,000 in 350 locations. Mr.
Ellwood is a recognized expert in marketing through his work and
development of the Waitrose brand, operating across all channels,
including core supermarkets, convenience, e-commerce and
international.  Waitrose has consistently outperformed the market
since 2008 and has a market share of 5.2%.  Mr. Ellwood was
educated at Oxford Brookes University and Cranfield School of
Management.

Committees

The Company has formed an Audit Committee with Michael Chuter
serving as chairman, along with Rupert Ellwood and Stefan
Allesch-Taylor.

                      About Coffeesmiths

Headquartered in Schaumburg, Illinois, The Coffeesmiths Collective,
Inc. -- http://www.coffeesmithscollective.com/-- is a family of
independent specialty coffee shops and coffee companies based in
the United States and the United Kingdom.  The Company has rolled
out and acquired specialty coffee shops and companies preserving,
wherever appropriate, the strong individual identities of those
regarded as "local institutions." Coffeesmiths brings light touch
economies of scale with the goal of enhancing the customer
experience and increasing shareholder value without altering the
fabric of the uniqueness of many of its established assets.  The
Company has a flagship brand, the award-winning Department of
Coffee & Social Affairs, with coffee shops in the US and in the UK
in which it is widely recognized as a market leader in the rapidly
growing specialty coffee sector.

Turner, Stone & Company, L.L.P., in Dallas, Texas, the Company's
auditor since 2017, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has suffered
recurring losses from operations since inception and has a working
capital deficiency both of which raise substantial doubt about its
ability to continue as a going concern.

The Company had net loss attributable to common shareholders for
the year ended Dec. 31, 2018 of $2,678,222 and a working capital
deficit as of Dec. 31, 2018 of $744,166, and has cash used in
operations of $3,411,266 for the year ended Dec. 31, 2018.  In
addition, as of Dec. 31, 2018, the Company had a stockholders'
deficit and accumulated deficit of $3,113,918 and $5,964,764,
respectively.


COFFEESMITHS COLLECTIVE: Suspending Filing of Reports with SEC
--------------------------------------------------------------
The Coffeesmiths Collective, Inc., has filed with the Securities
and Exchange Commission a Form 15-15D notifying the suspension of
its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.

                       About Coffeesmiths

Headquartered in Schaumburg, Illinois, The Coffeesmiths Collective,
Inc. -- http://www.coffeesmithscollective.com/-- is a family of
independent specialty coffee shops and coffee companies based in
the United States and the United Kingdom.  The Company has rolled
out and acquired specialty coffee shops and companies preserving,
wherever appropriate, the strong individual identities of those
regarded as "local institutions." Coffeesmiths brings light touch
economies of scale with the goal of enhancing the customer
experience and increasing shareholder value without altering the
fabric of the uniqueness of many of its established assets.  The
Company has a flagship brand, the award-winning Department of
Coffee & Social Affairs, with coffee shops in the US and in the UK
in which it is widely recognized as a market leader in the rapidly
growing specialty coffee sector.

Turner, Stone & Company, L.L.P., in Dallas, Texas, the Company's
auditor since 2017, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has suffered
recurring losses from operations since inception and has a working
capital deficiency both of which raise substantial doubt about its
ability to continue as a going concern.

The Company had net loss attributable to common shareholders for
the year ended Dec. 31, 2018 of $2,678,222 and a working capital
deficit as of Dec. 31, 2018 of $744,166, and has cash used in
operations of $3,411,266 for the year ended Dec. 31, 2018.  In
addition, as of Dec. 31, 2018, the Company had a stockholders'
deficit and accumulated deficit of $3,113,918 and $5,964,764,
respectively.


COLFIN NOMAD: Jones Lang To Hold Public Auction on June 6
---------------------------------------------------------
Jones Lang LaSalle Americas Inc., on behalf of Colfin Nomad Mezz
Funding LLC ("secured creditor"), offers for sale at public auction
to be held on June 6, 2019, at 10:00 a.m. (Eastern Daylight Time)
at the offices of Browne George Ross LLP, 5 Penn Plaza, 24th Floor,
New York, New York, connection with a Uniform Commercial Code sale,
100% of the issued and outstanding limited liability company
interest in 1770 Broadway Associates Member LLC, 1770 Broadway
Manager JV Holdings LLC, 1770 Broadway Associates LLC and 1770
Broadway Manager Member LLC ("Mezzanine Borrower"), and having
their principal places of business c/o Sydell Group Ltd., 30 West
26th Street, New York, New York.

Secured creditor made loans to the Mezzanine Borrower, and is
offering the interests for sale in connection with the foreclosure
on the pledge of such interests and collateral to Secured Creditor
under those certain pledge and security agreement each dated Nov.
12, 2015, which granted to secured creditor a first priority
interest in the interests.  Mezzanine Loan is subordinate to
certain mortgage loans and other obligations and liabilities of the
more senior borrowers and lenders.

Jone Lang can be reached at:

   Brett Rosenberg
   Jones Lang LaSalle Americas Inc.
   Tel: +1 212-812-5926
   Email: brett.rosenberg@am.jll.com


COOL HOLDINGS: Receives Noncompliance Notice from Nasdaq
--------------------------------------------------------
Cool Holdings, Inc. received on April 23, 2019, a notification from
the Listing Qualifications Department of The NASDAQ Stock Market
LLC indicating that the Company is not in compliance with NASDAQ
Listing Rule 5550(b)(1) due to its failure to maintain a minimum of
$2.5 million in stockholders' equity.

The letter received from NASDAQ has no immediate effect on the
listing of the Company's common stock.  Under NASDAQ Listing Rules,
the Company has until June 7, 2019 to submit a plan to regain
compliance.  If the Company's plan is accepted, NASDAQ can grant an
extension of up to 180 calendar days from April 23, 2019, or Oct.
21, 2019, to regain compliance.

                      About Cool Holdings

Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company focused on
premium retail brands.  Currently, the Company's business is
comprised of OneClick, a chain of 16 retail consumer electronics
stores authorized under the Apple Premier Partner, APR (Apple
Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand)
programs, and Cooltech Distribution, an authorized distributor to
the OneClick stores and other resellers of Apple products and other
high-profile consumer electronic brands. During 2018, the Company
discontinued its verykool brand of Android-based wireless handsets,
tablets and related products the Company sold to carriers,
distributors and retailers in Latin America.  The Company
incorporated under the laws of the State of California on Feb. 7,
1994, under the name InfoSonics Corporation.  On Sept. 11, 2003,
the Company reincorporated under the same name under the laws of
and into the State of Maryland.  On June 8, 2018, the Company
changed its name to Cool Holdings, Inc.

Cool Holdings reported a net loss of $27.27 million for the year
ended Dec. 31, 2018, compared to a net loss of $7.54 million for
the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company had
$13.69 million in total assets, $16.44 million in total
liabilities, and a total stockholders' deficit of $2.75 million.

Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 2019, on the Company's consolidated
financial statements for the year ended Dec. 31, 2018, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.


CTI FOODS: Taps Centerview Partners as Investment Banker
--------------------------------------------------------
CTI Foods, LLC, received approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Centerview Partners LLC as its
investment banker.

The firm will provide these services in connection with the Chapter
11 cases of the company and its affiliates:

     (I) general financial advisory and investment banking services
, which include a review the Debtors' financial condition and
outlook, and an evaluation of their debt capacity and capital
structure alternatives;

    (II) financial and valuation advice and assistance in
developing and seeking approval of a restructuring plan;

  (III) financial advice and assistance in structuring and
effecting a financing; and

   (IV) financial advice and assistance in connection with a sale.

Centerview will be compensated pursuant to this fee structure:

     (I) A monthly advisory fee of $150,000, payable upon the
execution of the Engagement Letter and on each monthly anniversary
thereafter during the term of the engagement.  The amount of any
monthly advisory fee paid to Centerview will be credited against
any transaction fee payable to the firm as follows: (A) amounts in
excess of $900,000 will be 50% credited (but only once) and (B)
amounts in excess of $1.8 million will be 100% credited (but only
once).

     (II) Transaction fees payable as follows:

         (A) If at any time during the term of the engagement or
within the 12 full months following the termination of the
engagement (1) the Debtors consummate any restructuring or sale, or
(2) the Debtors enter into an agreement in principle, definitive
agreement or plan to effect a restructuring or sale, and at any
time (including following the expiration of the fee period), any
such restructuring or sale is consummated, Centerview will be
entitled to receive a transaction fee contingent upon the
consummation of a restructuring or sale, and payable at the closing
thereof equal to $4.25 million.

         (B) In connection with a restructuring that is intended to
be effected, in whole or in part, through a prepackaged, partial
prepackaged or prearranged plan of reorganization anticipated to
involve the solicitation of acceptances of such plan by or on
behalf of the Debtors, from holders of any class of the Debtors'
securities, indebtedness or obligations, the transaction fee will
be payable (1) in the case of a prepackaged or partial prepackaged
plan of reorganization, 50% upon receipt of votes from the Debtors'
creditors necessary to confirm such plan or (2) in the case of a
prearranged plan of reorganization, 50% upon obtaining indications
of support from creditors that in the good faith judgment of the
board of directors of the Debtors are sufficient to justify filing
such plan; and the balance will be payable upon consummation of
such restructuring.

         (C) If at any time during the fee period, (1) the Debtors
consummate any minority sale transaction, or (2) the Debtors enter
into an agreement in principle or definitive agreement to effect a
minority sale, and at any time such minority sale is consummated,
the Debtors will pay Centerview a fee equal to 1% of the "aggregate
consideration."  Such fee will be contingent upon the consummation
of a minority sale and payable at the closing thereof, and will be
50% credited (but only once) against any fees subsequently payable
under the transaction fee.  

    (III) Financing fees payable as follows:

         (A) If at any time during the fee period, (1) the Debtors
consummate any financing or (2) the Debtors receive and accept
written commitments for one or more financings (the execution by a
potential financing source and the Debtors of a commitment letter,
securities purchase agreement or other definitive documentation
shall be deemed to be receipt and acceptance of such written
commitment), and at any time (including following the expiration of
the fee period) any such financing is consummated, the Debtors will
pay to Centerview the following:

         (1) 1 percent of the aggregate amount of financing
commitments of any indebtedness issued that is secured by a first
lien;

         (2) 2 percent of the aggregate amount of financing
commitments of any indebtedness issued that is secured by a second
or junior lien, is unsecured, or is subordinated;

         (3) 3 percent of the aggregate amount of financing
commitments of any equity or equity-linked securities or
obligations issued; and

         (4) 1 percent of the aggregate amount of financing
commitments of any debtor-in possession financing.

Karn Chopra, a partner at Centerview, disclosed in court filings
that the firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

Centerview can be reached through:

     Karn S. Chopra  
     Centerview Partners LLC
     31 West 52nd Street, 22nd Floor
     New York, NY 10019
     Telephone: (212) 380-2650
     Fax: (212) 380-2651

                        About CTI Foods

CTI Foods -- http://www.ctifoods.com/-- is an independent provider
of custom food solutions to major chain restaurants in North
America.  With a focus on blue-chip customers, CTI supplies food
products to some of the most recognized restaurants in the country,
including several of the top hamburger, sandwich, and Mexican
restaurant chains.  CTI was first formed in 1984 as SSI Food
Services, LLC and began as a protein processor for a quick service
hamburger chain with a single production facility in Wilder, Idaho.
In total, CTI directly employs approximately 1,900 personnel.

Based in Saginaw, Texas, CTI Foods, LLC, aka Chef Finance Sub, LLC,
and 16 of its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 19-10497) on March 11, 2019.  The
Debtors had $667 million in total assets at Dec. 28, 2018, and $655
million in total liabilities at Dec. 28, 2018.  The petitions were
signed by Kent Percy, chief restructuring officer.

The Debtors are represented by Matthew S. Barr, Esq., Ronit J.
Berkovich, Esq., and Lauren Tauro, Esq., at Weil, Gotshal & Manges
LLP, in New York; and M. Blake Cleary, Esq., Jaime Luton Chapman,
Esq., and Shane M. Reil, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware.  The Debtors' financial advisor is
Alixpartners, LLC.  The Debtors' investment banker is Centerview
Partners LLC.  The Debtors' claims, noticing, and solicitation
agent is Prime Clerk LLC.


CTI FOODS: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------
CTI Foods, LLC, received approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Prime Clerk LLC as its
administrative advisor.

The firm will provide bankruptcy administrative services to the
company and its affiliates, which include the solicitation,
balloting and tabulation of votes for their bankruptcy plan, and
assisting them in managing distributions to creditors.

Prime Clerk will charge these hourly fees:

     Claim and Noticing Rates:

     Analyst                             $30 - $50
     Technology Consultant               $35 - $95
     Consultant/Senior Consultant        $65 - $165
     Director                           $175 - $195
     COO/Executive VP                    No charge  

     Solicitation, Balloting and Tabulation Rates:

     Solicitation Consultant                  $190
     Director of Solicitation                 $210

Benjamin Steele, vice president of Prime Clerk, disclosed in court
filings that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Direct: 212-257-5455
     Mobile: 917-744-6969

                         About CTI Foods

CTI Foods -- http://www.ctifoods.com-- is an independent provider
of custom food solutions to major chain restaurants in North
America.  With a focus on blue-chip customers, CTI supplies food
products to some of the most recognized restaurants in the country,
including several of the top hamburger, sandwich, and Mexican
restaurant chains.  CTI was first formed in 1984 as SSI Food
Services, LLC and began as a protein processor for a quick service
hamburger chain with a single production facility in Wilder, Idaho.
In total, CTI directly employs approximately 1,900 personnel.

Based in Saginaw, Texas, CTI Foods, LLC, a/k/a Chef Finance Sub,
LLC, and 16 of its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 19-10497) on March 11, 2019.  The
Debtors had $667 million in total assets at Dec. 28, 2018, and $655
million in total liabilities at Dec. 28, 2018.  The petitions were
signed by Kent Percy, chief restructuring officer.

The Debtors are represented by Matthew S. Barr, Esq., Ronit J.
Berkovich, Esq., and Lauren Tauro, Esq., at Weil, Gotshal & Manges
LLP, in New York; and M. Blake Cleary, Esq., Jaime Luton Chapman,
Esq., and Shane M. Reil, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware.  The Debtors' financial advisor is
Alixpartners, LLC.  The Debtors' investment banker is Centerview
Partners LLC.  The Debtors' claims, noticing, and solicitation
agent is Prime Clerk LLC.




CTI FOODS: Taps Weil Gotshal as Legal Counsel
---------------------------------------------
CTI Foods, LLC, received approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Weil, Gotshal & Manges LLP as
its legal counsel.

The firm will assist the company and its affiliates in connection
with any Chapter 11 plan filed in their Chapter 11 cases; prosecute
actions on their behalf and take other necessary actions to protect
their estates; and provide other legal services related to the
cases.

The hourly rates range from $1,050 to $1,600 for partners and
counsel, $560 to $995 for associates, and $240 to $420 for
paraprofessionals.

During the 90 days prior to the Petition Date, Weil received
payments in the total amount of $4,013,039 for its services.

Matthew Barr, Esq., a partner at Weil, disclosed in court filings
that his firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Barr disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors, and that no Weil professional has varied his rate
based on the geographic location of the Debtors' bankruptcy cases.

The attorney further disclosed that the firm represented the
Debtors for approximately seven months prior to the petition date
and charged these hourly fees:  

     Partners/Counsel       $990 - $1,500
     Associates             $535 - $975
     Paraprofessionals      $230 - $385

Weil is developing a prospective budget and staffing plan for the
Debtors' bankruptcy cases, according to Mr. Barr.

The firm can be reached through:

     Matthew S. Barr, Esq.
     Ronit J. Berkovich, Esq.
     Lauren Tauro, Esq.
     Weil, Gotshal & Manges LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007
     E-mail: matt.barr@weil.com
             ronit.berkovich@weil.com
             lauren.tauro@weil.com

                         About CTI Foods

CTI Foods -- http://www.ctifoods.com-- is an independent provider
of custom food solutions to major chain restaurants in North
America.  With a focus on blue-chip customers, CTI supplies food
products to some of the most recognized restaurants in the country,
including several of the top hamburger, sandwich, and Mexican
restaurant chains.  CTI was first formed in 1984 as SSI Food
Services, LLC and began as a protein processor for a quick service
hamburger chain with a single production facility in Wilder, Idaho.
In total, CTI directly employs approximately 1,900 personnel.

Based in Saginaw, Texas, CTI Foods, LLC, aka Chef Finance Sub, LLC,
and 16 of its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 19-10497) on March 11, 2019.  The
Debtors had $667 million in total assets at Dec. 28, 2018, and $655
million in total liabilities at Dec. 28, 2018.  The petitions were
signed by Kent Percy, chief restructuring officer.

Matthew S. Barr, Esq., Ronit J. Berkovich, Esq., and Lauren Tauro,
Esq., at Weil, Gotshal & Manges LLP, in New York; and M. Blake
Cleary, Esq., Jaime Luton Chapman, Esq., and Shane M. Reil, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
serve as counsel to the Debtors.  The Debtors' financial advisor is
Alixpartners, LLC.  The Debtors' investment banker is Centerview
Partners LLC.  The Debtors' claims, noticing, and solicitation
agent is Prime Clerk LLC.


CTI FOODS: Taps Young Conaway as Co-Counsel
-------------------------------------------
CTI Foods, LLC, received approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Young Conaway Stargatt &
Taylor, LLP.

Young Conaway will serve as co-counsel with Weil, Gotshal & Manges
LLP, the other firm handling the Chapter 11 cases of CTI Foods and
its affiliates.

The principal attorneys and paralegal designated to represent the
Debtors and their current standard hourly rates are:

     M. Blake Cleary             $890
     Matthew Lunn                $745
     Jaime Luton Chapman         $600
     Shane Reil                  $460
     Chad Corazza, Paralegal     $285

Young Conaway received a retainer in the amount of $100,000.

M. Blake Cleary, Esq., a partner at Young Conaway, disclosed in
court filings that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Cleary disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors Young Conaway, and that no Young Conaway professional
has varied his rate based on the geographic location of the
Debtors' bankruptcy cases.

Young Conaway was retained by the Debtors pursuant to an engagement
agreement dated Feb. 26, 2019.  The billing rates charged under the
pre-bankruptcy engagement are the same as the Debtors' current
rates, according to the attorney.

Young Conaway can be reached through:

     M. Blake Cleary, Esq.
     Matthew B. Lunn, Esq.
     Jaime Luton Chapman, Esq.
     Shane M. Reil, Esq.
     Young Conaway Stargatt & Taylor, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Telephone: (302) 571-6600
     Facsimile:  (302) 571-1253
     Email: mbcleary@ycst.com
     Email: mlunn@ycst.com
     Email: jchapman@ycst.com
     Email: sreil@ycst.com

                         About CTI Foods

CTI Foods -- http://www.ctifoods.com/-- is an independent provider
of custom food solutions to major chain restaurants in North
America.  With a focus on blue-chip customers, CTI supplies food
products to some of the most recognized restaurants in the country,
including several of the top hamburger, sandwich, and Mexican
restaurant chains.  CTI was first formed in 1984 as SSI Food
Services, LLC and began as a protein processor for a quick service
hamburger chain with a single production facility in Wilder, Idaho.
In total, CTI directly employs approximately 1,900 personnel.

Based in Saginaw, Texas, CTI Foods, LLC, a/k/a Chef Finance Sub,
LLC, and 16 of its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 19-10497) on March 11, 2019.  The
Debtors had $667 million in total assets at Dec. 28, 2018, and $655
million in total liabilities at Dec. 28, 2018.  The petitions were
signed by Kent Percy, chief restructuring officer.

Matthew S. Barr, Esq., Ronit J. Berkovich, Esq., and Lauren Tauro,
Esq., at Weil, Gotshal & Manges LLP, in New York; and M. Blake
Cleary, Esq., Jaime Luton Chapman, Esq., and Shane M. Reil, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
serve as counsel to the Debtors.  The Debtors' financial advisor is
Alixpartners, LLC.  The Debtors' investment banker is Centerview
Partners LLC.  The Debtors' claims, noticing, and solicitation
agent is Prime Clerk LLC.


CYCLE-TEX INC: $169K Sale of Dalton Equipment to Arlington Granted
------------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Cycle-Tex, Inc.'s sale of
equipment located at 1711 Kimberly Drive, Dalton, Georgia, and 111
Westcott Way, Dalton, Georgia, as more particularly described on
Exhibit A, to Arlington Machinery, Inc. for $168,750, free and
clear of liens, claims and encumbrances.

The Debtor is authorized to use and distribute the Sales Proceeds
for payment of all customary closing costs, if any, and all net
proceeds are to be paid to First Bank of Dalton and applied against
First Bank of Dalton's claim, which is secured by a first priority
lien in the Equipment and the proceeds thereof.  

All Sales Proceeds will be remitted to First Bank of Dalton within
five days of receipt by the Debtor.  

Notwithstanding Bankruptcy Rule 6004 or otherwise, the Order will
be effective immediately on entry and any stay of the Order is
waived so that the Debtor and Arlington may close the sale
contemplated herein immediately upon entry of the Order and the
Sale Proceeds will be disbursed as stated herein immediately upon
the closing of the sale.  

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

      http://bankrupt.com/misc/Cycle-Tex_Inc_115_Order.pdf

                       About Cycle-Tex

Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia,
that recycles thermoplastic post-industrial waste.  It produces
polypropylene, polyethylene and nylon 6 pellets in a wide range of
melt-flow characteristics.  Cycle-Tex also does toll conversion for
companies such as grinding, precision-cutting, densifying and
pelletizing.

Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018.  At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.  Judge Paul W. Bonapfel
oversees the case.  The Debtor tapped Jones & Walden, LLC, as its
legal counsel.


D&J FITNESS: May 23 Plan Confirmation Hearing
---------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement explaining the small business Chapter 11 plan filed by
D&J Fitness West, LLC, dba Gold's Gym.

A confirmation hearing will be held at 110 E. Park Avenue, 2nd
Floor Courtroom, Tallahassee, FL 32301 on May 23, 2019 at 11:00 AM,
Eastern Time.

May 16, 2019, is fixed as the last day for filing and serving
written objections to the disclosure statement, and is fixed as the
last day for filing acceptances or rejections of the plan.

Objections to confirmation shall be filed and served seven (7) days
before the date of confirmation hearing.

General unsecured creditors, classified in Class 4, will be paid a
10% dividend.

The total claims of each general unsecured creditor in Class 4
are:

   T.atlanticus, LLC        $61,750.62
   TCF Equipment Finance    $26,973.01
   United Leasing Inc.      $22,517.57
   Phoenix Funding Group    $19,607.33
   Geneva Capital, LLC      $20,377.81

Payments and distributions under the Plan will be funded by the
income generated from the operation of Debtor's business.

A full-text copy of the Disclosure Statement dated April 11, 2019,
is available at https://tinyurl.com/y3puevrf from PacerMonitor.com
at no charge.

               About D&J Fitness West

D&J Fitness West, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40545) on Oct. 9,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.

The case is assigned to Judge Karen K. Specie.  

The Debtor tapped Bruner Wright P.A. as its legal counsel.

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


DUNCAN BURCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Duncan Burch, Inc.
           dba Chicas Locas
           dba Michael's International
        P.O. Box 542225
        Dallas, TX 75354

Business Description: Duncan Burch, Inc.'s line of business
                      includes operating of bars, night clubs, and
                      other locations that sell alcoholic drinks.

Chapter 11 Petition Date: April 29, 2019

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Case No.: 19-41699

Judge: Hon. Edward L. Morris

Debtor's Counsel: Lynda L. Lankford, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Ste. 1290
                  Fort Worth, TX 76102
                  Tel: (817) 878-2022
                       (817) 877-8855
                  Fax: (817) 877-4151
                  E-mail: llankford@forsheyprostok.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven William Craft, president.

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/txnb19-41699.pdf


ELDORADO GOLD: Moody's Cuts CFR & Senior Unsecured Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgraded Eldorado Gold Corporation's
Corporate Family rating to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, senior unsecured note ratings to B3
from B2 and its Speculative Grade Liquidity Rating to SGL-3 from
SGL-2. The outlook has been changed to stable from negative.

"Eldorado's rating has been downgraded because of high costs and
high leverage, coupled with uncertain execution around its changing
strategy" said Jamie Koutsoukis, Moody's Vice-President. "While
their decision to move back to heap-leaching at Kisladag and cancel
their $500 million mill plan may be appropriate, they now need to
execute" she added.

Downgrades:

Issuer: Eldorado Gold Corporation

Corporate Family Rating, Downgraded to B3 from B2

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

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2

Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD4)
from B2 (LGD4)

Outlook Actions:

Issuer: Eldorado Gold Corporation

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Eldorado Gold Corporation (B3 CFR) is constrained by its 1) high
costs ($998/ gold-equivalent ozs (GEO) in 2018
(Revenue-EBITDA)/GEO) resulting in weak profitability (EBIT margin
of -1.9% in 2018) and high leverage (6.9x in 2018), 2) changing
strategy at Kisladag coupled with execution risk in its ability to
deliver increased production, 3) relatively high geopolitical risks
related to their assets in Greece, 4) small scale (362 thousand
GEOs in 2018), that though expected to be higher in 2019 and 2020,
will decline back to 2018 levels because of the short mine life
currently at Kisladag, and 5) refinancing risk for the company's
December 2020 notes. In January, 2019, Eldorado announced their
decision to continue heap-leaching at Kisladag, and suspended its
mill project, however with the continued strategy shift at the mine
and metallurgical testwork still going on, there is risk in the
company's ability to deliver expected production. Eldorado benefits
from adequate liquidity.

Eldorado has adequate liquidity (SGL-3), with a cash balance of
$286 million at December 2018, and an undrawn $250 million
revolving credit facility which matures in June 2020. The large
cash balance will allow Eldorado to fund Moody's estimated free
cash flow consumption of about $40 million in 2019, as the company
still has development capital spending related to the Lamaque mine.
Eldorado's credit facility financial covenants include a maximum
net debt to EBITDA of 3.5x and a minimum EBITDA to interest of 3x,
and Moody's expects the company will maintain covenant headroom.
The company does not have any material debt maturities until 2020
when its credit facility (June 2020) and $600 million unsecured
notes (Dec 2020) become due.

The stable outlook reflects its expectation that Eldorado has
sufficient liquidity to continue executing on its new heap leach
strategy at Kisladag and potentially improve both leverage and
lower operating costs.

The rating could be upgraded if Eldorado is able to generate
sustained positive free cash flow, and demonstrate stability in its
credit metrics and production profile. An upgrade would also
require that adjusted leverage be sustained below 3x (6.9x at
Q4/18) and operating cash costs (revenue less EBITDA divided by
GEOs) are sustained below $900/oz ($998/GEO in 2018).

Downward rating movement could occur should Eldorado's liquidity
position weaken, Eldorado is unable to increase production at
Kisladag and improve recoveries, whereby the mine is cash flow
generative, or if uncertainty increases over the ability of
Eldorado to address its upcoming debt maturities.

The principal methodology used in these ratings was Mining
published in September 2018.

Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns
and operates two gold mines in Turkey, the Lamaque mine in Canada,
and a gold mine and lead/zinc/silver mine in Greece. Revenues were
$459 million in 2018.


ERNEST VICKNAIR: DA's $350K Sale of Thibodaux Property Approved
---------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Patrick J. Gros, the Disbursing
Agent of Ernest A. Vicknair, Jr., to sell the real property located
at 406 West 3rd Street in Thibodaux, Louisiana, Parcel ID
0020406000, to HRD Properties, LLC, or its designee for $350,000.

The sale is "as is, where is" basis without warranties, and free
and clear of all liens, claims, or interests, with the liens,
claims, or interests.

Upon the closing of the Sale, all liens, claims, or interests are
unconditionally released as to the 406 West 3rd Property, but not
from the proceeds of the Sale as provided in the foregoing
paragraph, and the Clerk of Court for Lafourche Parish is
authorized and directed to cancel all such liens, claims, and
interests, but not limited to, the following: the multiple
indebtedness mortgage in favor of Synergy Bank dated November 19,
2013 and recorded in Mortgage Book 1643 page 381 under Entry No.
1167865 of the records of Lafourche Parish, Louisiana and which has
been assigned to Mississippi River Bank by act of assignment
recorded on Nov. 20, 2014 in Miscellaneous Book 295 page 552 under
Entry No. 1188692 of the record of Lafourche Parish, Louisiana.

If Mississippi River Bank releases its mortgage against the 406
West 3rd Property prior to the closing of the Sale, the Disbursing
Agent is authorized to distribute the net proceeds of the Sale of
the 406 West 3rd Property pursuant to the terms of the Plan.  
If Mississippi River Bank does not release its mortgage against
406 West 3rd Property prior to the closing of the Sale, the
Disbursing Agent is authorized to receive and hold in escrow the
net proceeds of the Sale of the 406 West 3rd Property pending entry
of a further order of the Court.

The net proceeds of the Sale will be calculated by deducting from
the 406 West 3rd Property Sale Price any usual and customary
closing costs, realtor commission due and payable, and the sum of
$4,875 which will be distributed to the Disbursing Agent and held
in trust for payment of any Quarterly Fees due and payable to the
Office of the United States Trustee for the quarter in which
closing of the Sale of the 406 West 3rd Property occurs.

The Order will be effective immediately upon entry and no automatic
stay or execution pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect
to the Order.

The counsel for the Disbursing Agent will serve the Order on the
required parties who will not receive notice through the ECF system
pursuant to the Federal Rules of Bankruptcy Procedure and the Local
Rules of the Court and file a Certificate of Service to that effect
within three days.

                        About the Debtor

Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017.

The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm,
LLC, as counsel.

On April 9, 2018, the Court confirmed the Debtor's Plan of
Reorganization as of Dec. 4, 2017 with Immaterial Modifications as
of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the
Disbursing Agent.

On June 21, 2018, the Court approved Tiffany Mohre and Kathy
Neugent as realtors.



FLORIDA CLEANEX: Gets Court Approval to Hire Accountants in Miami
-----------------------------------------------------------------
Florida Cleanex Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Accountants in
Miami, Inc.

The firm will prepare the Debtor's tax returns and monthly reports;
assist the Debtor in compiling monthly balance sheets and income
statements; assist in the preparation of a reorganization plan; and
provide other accounting and tax-related services.

The firm charges a monthly fee of $575 for its services.

Daivisi Viera, the firm's accountant who will be providing the
services, disclosed in court filings that the firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.

Accountants in Miami can be reached through:

     Daivisi Viera
     Accountants in Miami, Inc.
     9780 E. Indigo St., Suite 203
     Miami, FL 33157
     Phone: (+1) 786-250-4450

                       About Florida Cleanex

Florida Cleanex, Inc., is a privately held company that offers
maintenance and complete janitorial services.  Florida Cleanex
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 19-13101) on March 8, 2019.  The petition was
signed by Luis Loaiza, president.  At the time of the filing, the
Debtor disclosed $174,078 in assets and $1,175,100 in liabilities.
The case is assigned to Judge Raymond B. Ray.  Kelley, Fulton &
Kaplan, PL, is the Debtor's counsel.


FROM DUSK TIL DAWN: June 4 Plan Confirmation Hearing
----------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
explaining the Chapter 11 Plan filed by From Dusk Til Dawn LLC is
set for June 4, 2019 at 10:00 AM.  Objections are due by May 21.

General unsecured claims consisting of Internal Revenue Service
(Claim #1-2) with total amount of claims $1,376.33 are impaired.
This class will get $275.27 per quarter.  Payment will begin on
December 31, 2019.

The Plan will be funded by orderly liquidation of the Debtor's
remaining asset, and from contributions from the Debtor's
principal.

A full-text copy of the Disclosure Statement dated April 22, 2019,
is available at https://tinyurl.com/y46hzxaq from PacerMonitor.com
at no charge.

Attorneys for From Dusk Til Dawn LLC:

     Joseph M. Shapiro, Esq.
     MIDDLEBROOKS SHAPIRO, P.C.
     841 Mountain Avenue, First Floor
     Springfield, NJ 07081
     Tel: (973) 218-6877
     Fax: (973) 218-6878
     Email: jshapiro@middlebrooksshapiro.com

                  About From Dusk Til Dawn

From Dusk Til Dawn LLC filed as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).  The Company owns two
properties in Irvington, New Jersey valued by the Company at
$200,000.

From Dusk Til Dawn LLC filed a voluntary Chapter 11 petition
(Bankr. D.N.J. Case No. 18-26927) on Aug. 23, 2018.  In the
petition signed by Brandon Zaleski, managing member, the Debtor
disclosed $209,234 in total assets and $1,042,723 in total
liabilities as of the bankruptcy filing.  Judge John K. Sherwood
oversees the case.  MARK GERTNER, P.C., led by founder Mark
Gertner, is the Debtor's counsel.


GARY ENGLISH: $250K Sale of Easement Property to Duke Approved
--------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Gary Michael English's sale
of the contiguous property consisting of approximately 16.93 acres
located in Orange and Lake Counties, Florida to Duke Energy
Florida, LLC, doing business as Duke Energy, for $250,000.

A hearing on the Motion was held on April 24, 2019.

The Liens of Bankers Lending Co., LLC, as Trustee of the SJBL
Lending Trust, will be subordinate to the Easement to the extent
set forth in Exhibit B.  The sale of the Easement will not be
subject to any law imposing a stamp tax or similar tax.

The proceeds from the sale of the Easement in the amount of
$250,000 will be paid at the closing of the sale of the Easement to
BLC to be applied against the BLC Liens.  After applying the
adequate protection payments (anticipated to be paid on May 15,
2019 and June 15, 2019) and after applying the proceeds from the
sale of the Easement (anticipated to be $250,000), BLC will have an
allowed secured claim, including fees, costs and interest accruing
after the Petition Date, through July 14, 2019 of $1,969,433.  The
Interest will continue to accrue after July 14, 2019 at the per
diem rate of $295 per day.

Within seven days following closing of sale of the Easement, the
Debtor will file a notice of closing, including a closing statement
for the transaction.  All disbursements by or on behalf of Debtor
will be included in Debtor's monthly operating report.

The stay under Bankruptcy Rule 6004(h) is waived and will not be
applicable to the Order.

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

     http://bankrupt.com/misc/Gary_English_184_Order.pdf

Gary Michael English sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 18-00142) on Jan. 9, 2018.  The Debtor tapped David R.
McFarlin, Esq., at Fisher Rushmer, PA, as counsel.



GOLDEN TOUCH: U.S. Government Objects to Disclosures, Plan
----------------------------------------------------------
The United States of America objects to the approval of the
Disclosure Statement and confirmation of the proposed Plan of
Reorganization filed by Golden Touch Commercial Cleaning, L.L.C.

The U.S. Government complains that the Debtor provides no
information in the DS or Plan on what funds Debtor will use to pay
more than $30,000 in administrative expenses.  The U.S. Government
also points out neither the DS nor the Plan describe feasibility of
the Plan with any particularity regarding the historical and
projected operations of Debtor.

The U.S. Government further complains that the DS fails to disclose
sufficient information for the United States to determine whether
Debtor will be able to pay its administrative expense within 90
days after confirmation of the Plan, as the Plan requires.

The U.S. Government asserts that given the Debtor's statement that
the projections are based on years of income and expenses, such a
summary projection is simply insufficient.

According to the U.S. Government, setting aside the Debtor's lack
of analysis support such a minimal payment, the Debtor seeks to
further prejudice the United States (and other general unsecured
creditors) by failing to increase its payment to the general
unsecured pool once the secured and priority claims are paid.

Headquartered in Mobile, Alabama, Golden Touch Commercial Cleaning,
L.L.C., filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ala. Case No. 17-01835) on May 17, 2017, estimating its assets of
up to $50,000 and its liabilities between $100,001 and $500,000.
Robert M. Galloway, Esq., at Galloway Wettermark Everest Rutens &
Gaillard, serves as the Debtor's bankruptcy counsel.


GORDON BURR: $50K Sale of Ramos Painting Granted
------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado authorized Gordon Burr's sale of the artwork
titled Jesus in the Garden of Gethsemane by Alvar Sunol Munoz-Ramos
for $50,000, to be paid in five monthly installments of $10,000.

The sale is free and clear of all liens, claims and encumbrances.,
with liens and encumbrances to attach to the proceeds from the
sale.

All costs associated with the sale, including the Masters Gallery's
commission, will be paid from the sale proceeds.  The secured
creditors with allowed claims encumbering the Ramos Painting will
be paid from the proceeds of the sale in their order of priority
after all sale costs are paid, to the extent proceeds permit.

                      About Gordon Burr

Gordon Burr, an individual who resides in Castle Rock, Colorado,
sought Chapter 11 protection (Bankr. D. Colo. Case No.
17-20537-JGR) on Nov. 16, 2017.  Among the assets owned by the
Debtor are eight pieces of valuable artwork.  Aaron A. Garber,
Esq., at Buechler & Garber, LLC, serves as counsel to the Debtor.


GRIFFITH FARMS: Taps Tarbox Law as Legal Counsel
------------------------------------------------
Griffith Farms JV received approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Tarbox Law, P.C., as its
legal counsel.

The firm will advise the Debtor concerning the administration of
its bankruptcy estate; assist the Debtor in the sale of its assets;
prepare a plan of reorganization; and provide other legal services
in connection with its Chapter 11 case.

Max Tarbox, Esq., at Tarbox Law, disclosed in court filings that he
has no connection with creditors of the estate and other
"parties-in-interest."

The firm can be reached through:

     Max Ralph Tarbox, Esq.
     Tarbox Law, P.C.
     2301 Broadway
     Lubbock, TX 79401
     Tel: (806)686-4448
     Email: jessica@tarboxlaw.com

                      About Griffith Farms JV

Griffith Farms, JV, is a privately held company in Hawley, Texas,
that operates in the crop farming industry.

Griffith Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 19-10048) on March 15, 2019.  At
the time of the filing, the Debtor had estimated assets of between
$10 million and $50 million and liabilities of between $1 million
and $10 million.  The case has been assigned to Judge Robert L.
Jones.


H2O BAGEL: $100K Sale of Parkland Property Conditionally Granted
----------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Florida conditionally authorized H2O Bagel No.
2, LLC, to sell and assign to Parkland Bagel, LLC, all of its
properties, assets, and business located at 7679 N. State Road 7,
Parkland, Florida for $100,000.

A hearing on the Motion was held on April 18, 2019.

The sale is free and clear of all liens, claims, interests, claims,
and encumbrances, except that:

     a. Until its lien is satisfied by the Landlord, Decorative's
lien, recorded in the Official Records of Broward County on April
23, 2018 at Instrument Number 115028468, will attach to the
proceeds of the sale contemplated in the Order;  

     b. Broward County's lien for 2018 and 2019 tangible property
taxes, which is set forth in Claim No. 8 filed in Case No.
18-18264-EPK, will attach to the proceeds of the sale contemplated
herein and will be paid upon closing of such sale;

     c. Paradise Bank's lien, as set forth in Claim No. 6 filed in
Case No. 18-18264-EPK, will attach to the proceeds of the sale
contemplated in the Order subject to the carveouts for
administrative claims, United States Trustee's fees, and a
distribution to unsecured creditors set forth in the Motion.

The Lease described in the Motion is assigned to Parkland Bagel on
an interim basis subject to the terms set forth.  All objections to
the Motion, except for the Landlord Objection, are overruled,
subject to payment from the proceeds of the sale.

Richard Tompkins, the principal of Parkland Bagel will immediately
supply a personal financial statement to the Landlord.  The
Landlord has until 5:00 p.m. (EDT) on April 29, 2019 in which to
renew its objection to the Motion based on the failure to provide
it with adequate assurance of future performance of the Lease, the
existence of current defaults under the Lease or any other grounds
it sees fit.

If no such renewed objection is filed, then the Motion, including
the contract, sale and assignment that the Debtor is requesting
approval of thereunder, will be deemed granted and approved on a
final basis without any further order of the Court, and the parties
will be immediately authorized to take all actions set forth in the
Contract of Sale of All Business Assets notwithstanding Federal
Rule of Bankruptcy Procedure 6004(h).

If the Landlord files a timely objection, the Court will hold a
further hearing on the Motion  on May 2, 2019 at 10:30 a.m.

                     About H2O Bagel No. 2

H2O Bagel No. 2, LLC, is a specialty store retailer in Boca Raton,
Florida.  H2O Bagel No. 2 and its affiliate The Original Brooklyn
Store, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case Nos. 18-17542 and 18-17544) on June 22,
2018.  H2O Bagel Parkland filed a Chapter 11 petition on July 9,
2018.   All three cases are jointly administered under Case No.
18-17542.

At the time of the filing, H2O Bagel No. 2 estimated assets of less
than $50,000 and liabilities of $10 million.

The Debtor tapped Philip Landau, Esq., and the law firm of
Shraiberg, Landau & Page, P.A. as its general bankruptcy counsel.

The Office of the U.S. Trustee advised the Court on Aug. 28, 2018,
that until further notice, it will not appoint a committee of
creditors in the Debtors' cases.


HEXION HOLDINGS: Blue Cube Appointed as Committee Member
--------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on April 29
appointed Blue Cube Operations LLC to the official committee of
unsecured creditors in the Chapter 11 case of Hexion Holdings LLC.


Blue Cube replaced Sumitomo Corporation of Americas, which resigned
as member of the committee, according to a filing with the U.S.
Bankruptcy Court for the District of Delaware.

Blue Cube can be reached through:

     Gregory D. Wilson
     Blue Cube Operations LLC
     190 Carondelet Plaza, Suite 1520
     Clayton, MO 63105
     Phone: 314-480-1418

The bankruptcy watchdog had earlier appointed The Bank of New York
Mellon, Southern Chemical Corp., Mitsubishi Gas Chemical America
Inc., Agrium US Inc., Pension Benefit Guaranty Corporation, PVS
Chloralkali Inc., Wilmington Savings Fund Society, FSB, and
Wilmington Trust Company, court filings show.

                      About Hexion Holdings

Hexion Holdings LLC is the sole member of Hexion LLC, which is the
sole owner of Hexion Inc.

Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ --
is a producer of thermoset resins or thermosets, and a producer of
adhesive and structural resins and coatings. The company is
incorporated in New Jersey while most of its co-debtors are
Delaware limited liability companies or Delaware corporations.
Hexion Inc. is the direct or indirect parent of the debtors and the
non-debtor affiliates.

Hexion Inc. employs approximately 4,000 people around the world,
including approximately 1,300 in the United States across 27
production facilities.

Hexion Holdings LLC and its co-debtors sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10684) on April 1, 2019.

At the time of the filing, the Debtors estimated assets and
liabilities of between $1 billion and $10 billion.

The cases are assigned to Judge Kevin Gross.

The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as bankruptcy counsel; Moelis & Company LLC as
financial advisor; AlixPartners LLP as restructuring advisor; and
Omni Management Group as claims, noticing, solicitation and
balloting agent.

The Office of the U.S Trustee appointed an official committee of
unsecured creditors on April 10, 2019.  The committee tapped Bayard
P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel.


HOUSE OF FLOORS: May 21 Hearing on Disclosure Statement
-------------------------------------------------------
The hearing on the approval of the disclosure statement explaining
the Chapter 11 plan of House of Floors of Palm Beach, Inc., will be
on May 21, 2019 at 1:30 p.m.  Deadline for objections to disclosure
statement will be on May 14.

Class 7 under the plan consists of the Allowed General Unsecured
Claims. Each Allowed Unsecured Claim against the Debtor's Estate
will be satisfied by distributions on a pro rata basis with the
Holders of all Allowed Unsecured Claims in this Class 7 on a
quarterly basis from a $4,000 per quarter payment made by the
Debtor. The Distributions to the Holders of Allowed Unsecured
Claims hereunder will commence on the Effective and be paid
quarterly for three years thereafter.

The Debtor believes it has adequate cash flow to make the make the
payments provided for in the Plan.

The Debtor believes there is minimal risk to the creditors if the
Plan is confirmed. The continued operation of the Debtor's
operating business is the mechanism available for general unsecured
to receive a distribution in this case.

A copy of the Disclosure Statement is available at
https://tinyurl.com/y5xvr42c from Pacermonitor.com at no charge.

Attorney for the Debtor:

     Alvin S. Goldstein, Esq.
     FURR COHEN, P.A.
     2255 Glades Road, Suite 301E
     Boca Raton, FL 33431
     Tel: (561) 395-0500
     Fax: (561) 338-7532
     Email: agoldstein@furrcohen.com

            About House of Floors of Palm Beach

House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/
-- provides floor covering installations & cleaning services to
both the commercial and residential industries.  The company is
based in Boca Raton, Florida.

House of Floors of Palm Beach filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 18-15236) on April 1, 2018.  In the petition
signed by Donald Brodsky, president, the Debtor disclosed $1.09
million total assets and $1.73 million total debt.  Judge Mindy A.
Mora is the case judge.  

Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel.
Thomas Regan and the accounting firm of Moss, Krusick & Associates,
LLC, serve as accountants.


HUMANIGEN INC: Secures $1.3 Million Loans from Soundview Capital
----------------------------------------------------------------
Humanigen, Inc., delivered a series of convertible promissory notes
commencing April 23, 2019, evidencing an aggregate of $1.3 million
of loans made to the Company by an investor group led by Soundview
Capital Partners LP.

The Notes bear interest at a rate of 7.5% per annum and will mature
on the earliest of (i) twenty-four months from the date the Notes
are signed, (ii) the occurrence of any customary event of default,
or (iii) the certain liquidation events including any dissolution
or winding up of the Company or merger or sale by the Company of
all or substantially all of its assets.  The Company plans to use
the proceeds from the Notes for working capital.

The Notes are convertible into equity securities in the Company in
four different scenarios:

If the Company sells its equity securities on or before the Stated
Maturity Date in any financing transaction that results in gross
proceeds to the Company of at least $10,000,000 (a "Qualified
Financing") or the Company consummates a reverse merger or similar
transaction, the Notes will be converted into either (i) (a) in the
case of a Qualified Financing, such equity securities as the
noteholder would acquire if the principal and accrued but unpaid
interest thereon together with such additional amount of interest
as would have been paid on the Notes if held to the Stated Maturity
Date (the "Conversion Amount") were invested directly in the
financing on the same terms and conditions (including price) as
given to the financing investors in the Qualified Financing or (b)
in the case of a reverse merger, common stock at the same price per
share paid by the buyer in such transaction (which in a stock for
stock transaction, shall be based on the price per share used by
the parties for purposes of setting the applicable exchange
ration), or (ii) common stock at a conversion price equal to $1.25
per share (subject to ratable adjustment for any stock split, stock
dividend, stock combination or other recapitalization occurring
subsequent to the date of the Notes).

If the Company sells its equity securities on or before the date of
repayment of the Notes in any financing transaction that results in
gross proceeds to the Company of less than $10,000,000 (a
"Non-Qualified Financing"), the noteholders may convert their
remaining Notes into either (i) such equity securities as the
noteholder would acquire if the Conversion Amount were invested
directly in the financing on the same terms and conditions
(including price) as given to the financing investors in the
Non-Qualified Financing, or (ii) common stock at a conversion price
equal to $1.25 per share (subject to ratable adjustment for any
stock split, stock dividend, stock combination or other
recapitalization occurring subsequent to the date of the Notes).

The Notes may convert in the event the Company enters into or
publicly announces its intention to consummate a Liquidation Event.
Immediately prior to the completion of any such Liquidation Event,
in lieu of receiving payment in cash, noteholders may convert the
Conversion Amount into common stock at a conversion price equal to
$1.25 per share (subject to ratable adjustment for any stock split,
stock dividend, stock combination or other recapitalization
occurring subsequent to the date of the Notes).

In addition, upon the six-month anniversary of the date the Notes
are signed or such earlier time as the Company publicly announces
the execution of definitive agreements for certain material
strategic transactions, noteholders may convert any portion of the
outstanding principal amount of the Notes, together with (a) any
unpaid and accrued interest on such principal amount to the date
the noteholder's notice of the noteholder's intention to convert is
received by the Company, and (b) such additional amount of interest
as would have been paid on such principal amount from the Notice
Date to the Stated Maturity Date, into common stock at a conversion
price equal to $1.25 per share (subject to ratable adjustment for
any stock split, stock dividend, stock combination or other
recapitalization occurring subsequent to the date of the Notes).

                       About Humanigen

Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc.
(OTCQB: HGEN), -- http://www.humanigen.com/-- is a
biopharmaceutical company pursuing cutting-edge science to develop
its proprietary monoclonal antibodies for immunotherapy and
oncology treatments.  Derived from the company's Humaneered
platform, lenzilumab and ifabotuzumab are lead compounds in the
portfolio of monoclonal antibodies with first-in-class mechanisms.
Lenzilumab, which targets granulocyte-macrophage colony-stimulating
factor (GM-CSF), is in development as a potential medicine to make
chimeric antigen receptor T-cell (CAR-T) therapy safer and more
effective, as well as a potential treatment for rare hematologic
cancers such as chronic myelomonocytic leukemia (CMML) and juvenile
myelomonocytic leukemia (JMML).  Ifabotuzumab, which targets Ephrin
type-A receptor 3 (EphA3), is being explored as a potential
treatment for glioblastoma multiforme (GBM) and other deadly
cancers, as well as a platform for creation of CAR-T and bispecific
antibodies.  Humanigen is based in Brisbane, California.

Humanigen reported a net loss of $12 million for the 12 months
ended Dec. 31, 2018, compared to a net loss of $21.98 million for
the 12 months ended Dec. 31, 2017.  As of Dec. 31, 2018, Humanigen
had $1.37 million in total assets, $9.48 million in total
liabilities, and a total stockholders' deficit of $8.11 million.

HORNE LLP, in Ridgeland, Mississippi, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 26, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, stating that the Company has
suffered recurring losses from operations and its total liabilities
exceed its total assets.  This raises substantial doubt about the
Company's ability to continue as a going concern.


IF STUDIOS: June 12 Hearing on Disclosure Statement
---------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
explaining IF Studios, Inc.'s small business Chapter 11 plan will
be held on June 12, 2019 at 10:00 AM.  May 17, 2019, is fixed as
the last day for filing and serving written objections to the
Disclosure Statement.

The Plan proposes that general unsecured creditors are impaired and
will be paid $5,000 monthly beginning on March 24, 2019 and ending
on January 24, 2024.  The estimated recovery of general unsecured
creditors is 65%.

Payments and distributions under the Plan will be funded by the
cash flow from operations, future income and proceeds from pending
litigation.

A full-text copy of the Disclosure Statement dated April 5, 2019,
is available at http://tinyurl.com/yxvqep89from PacerMonitor.com
at no charge.

                     About IF Studios

IF Studios, Inc. is a privately held company in Germantown,
Maryland engaged in the business of providing computer systems
design and related services.

IF Studios, Inc., based in Germantown, MD, filed a Chapter 11
petition (Bankr. D. Md. Case No. 18-15824) on April 30, 2018.  In
the petition signed by Serrene Grant, chief operating officer, the
Debtor disclosed $45,543 in assets and $1 million in liabilities.
Keith R. Havens, Esq., at Havens & Associates, LLC, serves as
bankruptcy counsel to the Debtor.


IHEARTMEDIA INC: S&P Assigns 'B+' ICR on Expected Bankruptcy Exit
-----------------------------------------------------------------
S&P Global Ratings assigned 'B+' issuer credit rating to U.S. radio
broadcaster iHeartMedia Inc.

S&P also assigned a 'BB-' issue-level rating and '2' recovery
rating to the company's proposed $3.5 billion senior secured credit
facility and $800 million senior secured notes, and a 'B-'
issue-level rating and '6' recovery rating to its proposed $1.45
billion senior unsecured notes. iHeartMedia also plans to issue a
$450 million senior secured asset-based loan (ABL) facility, which
is unrated.

iHeartMedia Inc. is expected to emerge from bankruptcy on or about
May 1, 2019, having filed for Chapter 11 protection in March 2018.
As part of its approved reorganization plan, outdoor advertising
subsidiary Clear Channel Outdoor Holdings Inc. (CCOH) will become a
separate entity at emergence.

S&P believes the company's bankruptcy resulted from its highly
leveraged balance sheet given the leveraged buyout before the 2008
financial crisis, rather than underperformance. iHeartMedia's
restructuring will reduce outstanding debt by more than $10 billion
and leverage to about 5.8x from around 10x as of Dec. 31, 2018.

The 'B+' issuer credit rating on iHeartMedia primarily reflects its
reliance on cyclical advertising revenue, competition from
alternative media, and high leverage of about 5.8x at emergence.
These factors are somewhat offset by iHeartMedia's good market
position as the largest radio broadcaster in the U.S. and its
healthy free operating cash flow (FOCF) generation.

The stable outlook reflects S&P's expectation that leverage will
approach 5x over the next 12 months due to a combination of
voluntary debt repayment and EBITDA growth in the low-single-digit
percent area, supported by modest revenue growth and cost-saving
initiatives.

"We could lower the rating if leverage remains above 5.5x over the
next year due to weak operating performance from operational
missteps following emergence, increased competition from
alternative media, or an economic downturn that causes a pullback
in advertising spending. Alternatively, we could lower the rating
if leverage remains above 5.5x over the next year because cash flow
is directed toward acquisitions or dividends rather than debt
repayment," S&P said.

"While unlikely over the next year, we could raise the rating if
the company improves leverage below 4.5x and establishes a track
record of maintaining it, with capacity for potential for
acquisitions or dividends. An upgrade would also be contingent on
continuing positive operating and revenue trends," S&P said.


IMPERIAL METALS: S&P Discontinues 'SD' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings discontinued its 'SD' (selective default) issuer
credit rating on Vancouver-based copper and gold mining company
Imperial Metals Corp. and its 'D' (default) issue-level rating on
the company's senior unsecured notes.

On March 15, 2019, S&P lowered its issuer credit rating on Imperial
to 'SD' from 'CCC-' and its issue-level rating on the company's
senior unsecured notes to 'D' from 'CC' after Imperial extended the
maturity of a portion of its senior unsecured notes due March 15.
S&P said it considered the maturity extension as tantamount to a
selective default because investors received less value than
originally promised.


INSYS THERAPEUTICS: ETF Managers Has 9.3% Stake as of April 26
--------------------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission, ETF Managers Group LLC disclosed that as of April 26,
2019, it beneficially owns 6,920,536 shares of common stock of
Insys Therapeutics Inc., representing 9.30 percent of the shares
outstanding.

The ETFMG Alternative Harvest ETF, a series of the ETF Managers
Trust, which is managed on a discretionary basis by ETF Managers
Group LLC, has the right or the power to direct the receipt of
dividends, or the proceeds from the sale of Common Stock.

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

                         About INSYS

Headquartered in Chandler, Arizona, INSYS Therapeutics --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life.  Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, INSYS is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products.  INSYS is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.

Insys Therapeutics reported a net loss of $124.50 million for the
year ended Dec. 31, 2018, compared to a net loss of $226.8 million
for the year ended Dec. 31, 2017.  As of Dec. 31, 2018, the Company
had $192.5 million in total assets, $235.62 million in total
liabilities, and a total stockholders' deficit of $43.10 million.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered losses and negative cash flows from operations
and expects uncertainty in generating sufficient cash to meet its
legal obligations and settlements and sustain its operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


INTERNATIONAL IRON: July 15 Hearing on Amended Plan Outline OK
--------------------------------------------------------------
The Bankruptcy Court issued an order conditionally approving the
first amended disclosure statement explaining the first amended
Chapter 11 plan of reorganization of International Iron, LLC, and
scheduled the hearing to consider confirmation of the Plan for July
15, 2019 at 10:00 AM.

The Court previously denied approval of the Disclosure Statement
and permitted the Debtor to file an Amended Plan and Disclosure
Statement on or before April 26, 2019.

The Debtor filed a First Amended Disclosure Statement, a full-text
copy of which is available at https://tinyurl.com/y58r96h9 from
PacerMonitor.com at no charge, providng injunction to Jon M. Hall,
Jr., a non-debtor.

Mr. Hall has already paid $1,025,000 as a contribution to the Plan
to resolve Reunion Bank's claim, including a resolution of its
security interests in the Litigation and other assets of the
Debtor. Mr. Hall is contributing a total of $1,185,000 to the
Plan.

In addition to Mr. Hall's substantial financial contribution to the
Plan, the Kubota Litigation is a source of payment that could
potentially yield net proceeds to pay all creditors in full.  The
Kubota Litigation is currently scheduled for trial beginning in
September 2020, and mediation must be concluded by the beginning of
2020.

In exchange for his substantial contributions, Mr. Hall is
receiving the benefit of a temporary injunction that will last for
the shorter of the conclusion of the Kubota Litigation with an
adverse judgment against the Debtor or five years after
confirmation.  At any time while the injunction is in place, Mr.
Hall may satisfy any of the Debtor's debts for which he may be
personally liable by tendering to that creditor the entire amount
of their bankruptcy claim, and the creditor is obligated to accept
such tender in exchange for a full release of Mr. Hall.

                   About International Iron

International Iron, LLC, an industrial equipment supplier in
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019.  At the time
of the filing, the Debtor disclosed $1,922,795 in assets and
$3,588,520 in liabilities.  Winderweedle, Haines, Ward & Woodman,
P.A. is the Debtor's counsel.


JOES LLC: Case Summary & 2 Unsecured Creditors
----------------------------------------------
Debtor: Joes LLC
        c/o Illyssa I. Fogel, Attorney
        2603 Dove Street
        San Diego, CA 92103

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

Chapter 11 Petition Date: April 29, 2019

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Case No.: 19-02444

Judge: Hon. Louise DeCarl Adler

Debtor's Counsel: Illyssa I. Fogel, Esq.
                  ILLYSSA I. FOGEL & ASSOCIATES
                  815 N. La Brea, Suite 78
                  Inglewood, CA 90302
                  Tel: 888-570-7220
                  Fax: 888-570-7220
                  E-mail: ifogel@iiflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $0 to $50,000

The petition was signed by Joseph P. Tonello, president of managing
member.

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

         http://bankrupt.com/misc/casb19-02444.pdf


JORGE A ALVAREZ: U.S. Trustee Objects to Plan, Disclosures
----------------------------------------------------------
The United States Trustee for Region 21 objects to the second
amended disclosure statement and proposed plan filed by Jorge A.
Alvarez DDS, P.A.

The U.S. Trustee asserts that the disclosure statement should
indicate that the Palm Beach County Tax Collector filed proof of
claim 2 which it withdrew on February 15, 2019.

The U.S. Trustee complains that the disclosure statement and plan
should explain why parties who are not creditors of this estate are
being treated under the plan. The U.S. Trustee further points out
that the disclosure statement should provide case supporting why
these parties should be entitled to vote on a plan when they are
not creditors of this estate.

The U.S. Trustee further questions whether a sufficient vote by the
Class 5 creditors can be used as part of the "cram down" provisions
to confirm the proposed plan.

According to U.S. Trustee, to the extent the Debtor's principal is
paying creditors that have no allowed claims in this estate, the
source of funds should be provided. The U.S. Trustee asserts upon
information and belief, the only source of income paid to Dr.
Alvarez is the salary he receives from the Debtor.

The U.S Trustee questions whether the priority claim held by the
IRS is appropriately classified pursuant to the definition of Class
3, upon information and belief the claim is a claim under 11 U.S.C.
Section 507(a)(8).

                About Jorge A. Alvarez DDS

Jorge A. Alvarez DDS, P.A., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23777) on Nov. 5,
2018.  In the petition signed by its president/owner, Dr. Jorge A.
Alvarez, AD D.S., the Debtor estimated assets of less than $100,000
and liabilities of less than $1 million.  Judge Erik P. Kimball
oversees the case.  The Debtor tapped Van Horn Law Group, Inc., as
its legal counsel.  No official committee of unsecured creditors
has been appointed in the Chapter 11 case.


KENDALL FROZEN: Trustee Taps Marshack Hays as Legal Counsel
-----------------------------------------------------------
Howard Grobstein, the Chapter 11 trustee for Kendall Frozen Fruits,
Inc., received approval from the U.S. Bankruptcy Court for the
Central District of California to hire Marshack Hays LLP as his
legal counsel.

The firm will assist the trustee in analyzing the Debtor's ability
to reorganize and confirm a plan of reorganization, conduct
examinations, and provide other legal services in connection with
its Chapter 11 case.

The firm's hourly rates are:

     Richard Marshack     Partner       $650
     D. Edward Hays       Partner       $650
     Chad Haes            Partner       $450
     David Wood           Partner       $450
     Judith Marshack      Associate     $410
     Laila Masud          Associates    $350
     Tinho Mang           Associates    $300
     Kristine Thagard     Of Counsel    $530     
     Matthew Grimshaw     Of Counsel    $500
     Pamela Kraus         Paralegal     $270
     Chanel Mendoza       Paralegal     $240
     Layla Buchanan       Paralegal     $240
     Cynthia Bastida      Paralegal     $240
     Laurie McPherson     Paralegal     $150
     Kathleen Frederick   Paralegal     $175

David Wood, Esq., a partner at Marshack Hays, disclosed in court
filings that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Matthew W. Grimshaw, Esq.
     David A. Wood, Esq.
     Marshack Hays LLP
     870 Roosevelt
     Irvine, CA 92620
     Telephone: (949) 333-7777
     Facsimile: (949) 333-7778
     Email: mgrimshaw@marshackhays.com   
     Email: dwood@marshackhays.com

                  About Kendall Frozen Fruits

Newport Beach, California-based Kendall Frozen Fruits, Inc. --
https://www.kendallfruit.com/ -- is an industrial food supplier
specializing in the sale and marketing of fruit and vegetable
products since 1939. It offers frozen fruits, dried fruits, juice
concentrates, purees, freeze dried fruit, fruit powders, vegetable
products, chocolate covered dried fruit, and yogurt covered dried
fruit.

Kendall Frozen Fruits sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14052) on Nov. 5,
2018.  At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of the same range.  Judge
Scott C. Clarkson oversees the case.  SulmeyerKupetz, A
Professional Corporation, is the Debtor's counsel.

Howard Grobstein was appointed as the Debtor's Chapter 11 trustee
on Feb. 14, 2019.  The trustee hired Marshack Hays LLP as his legal
counsel.


KMA TRANSPORT: May 29 Plan Confirmation Hearing
-----------------------------------------------
The Bankruptcy Court has conditionally approved the Second Amended
Disclosure Statement explaining the Chapter 11 Plan of KMA
Transport, LLC.  The confirmation hearing will be held on May 29,
2019 at 10:30 AM.  Last day to oppose disclosure statement and
object to confirmation is May 28.  Ballots are due by May 28.

American Interstate Ins. with claim amount $12,992 will receive a
monthly distribution of $21.65 for 60 months.  Frankie Jones with
claim amount $5,000 will receive a monthly distribution of $8.33
for 60 months.  James Hunt with claim amount $9,500 will received a
monthly distribution of $15.83 for 60 months.

Stallins with claim amount $2,500 will receive a monthly
distribution of $4.16 for 60 months.  Premier Capital Funding with
claim amount $50,000 will receive a monthly distribution of $83.33
for 60 months.  Quinton Hunt with claim amount $2,500 will receive
a monthly distribution of $4.16 for 60 months.  ROC Funding Group
with claim amount $37,000 will receive a monthly distribution of
$61.60 for 60 months.

The Debtor shall make payments under the Plan by the continued
operations and profit of the business.

A full-text copy of the Second Amended Disclosure Statement is
available at https://tinyurl.com/y38wr2qf from PacerMonitor.com at
no charge.

KMA Transport, LLC, filed a voluntary Chapter 11 petition (Bankr.
E.D.N.C. Case No. 19-00061) on January 7, 2019, and is represented
by Travis Sasser, Esq., at Sasser Law Firm.


KOST VENTURES: Unsecureds to Get Monthly Payment for 7 Years at 5%
------------------------------------------------------------------
Kost Ventures I, Ltd., filed a plan of reorganization and
accompanying disclosure statement proposing to pay general
unsecured creditors within seven years of the Effective Date,
through monthly payments of principal plus interest at a rate of 5%
per annum to be due monthly on the first day of each month
(commencing on the first day of the first month after the Effective
Date).

The Plan contemplates that the Reorganized Debtor will continue to
act as an oil and gas investor.  The Reorganized Debtor will
continue to pursue any and all claims and causes of action held by
the Debtor as of the Effective Date.  The Debtor believes that the
funds from the sale under a Superior Proposal will be sufficient to
satisfy all Claims that must be paid on the Effective Date and
other post-confirmation obligations under the Plan.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/yynwr3j8 from PacerMonitor.com
at no charge.

                     About Kost Ventures I

Kost Ventures I, Ltd., is a privately held company based in San
Antonio, Texas, engaged in activities related to real estate.  The
company has mineral interests in various counties in Texas.  Kost
Ventures I, Ltd. filed a voluntary petition under Chapter 11 of
title 11 of the United States Code (Bankr. W.D. Tex. Case No.
18-51711) on July 19, 2018.  The petition was signed by Lou Kost,
Jr., president of Kost Ventures, Inc., general partner.  At the
time of filing, the Debtor disclosed $400,308 in total assets and
$2,010,284 in total liabilities. The case is assigned to Judge
Ronald B. King.  Pulman, Cappuccio & Pullen, LLP, led by Thomas
Rice, is the Debtor's counsel.


LAWSON NURSING: June 6 Disclosure Statement Hearing
---------------------------------------------------
The hearing on the Disclosure Statement explaining the Chapter 11
Plan of Lawson Nursing Home, Inc., will be held on June 6, 2019 at
11:00 AM.  Objections to the disclosure statement are due May 28.

The Debtor is contemplating a sale of stock in the Debtor.  The
minimum purchase price is $3,200,000, with the option for other
Qualified Bidders to bid on the stock.  This will allow the Debtor
to maximize the value of the stock in the Debtor and ensure that
the purchase is the highest and best offer.

The sale contemplated in the Plan is projected to pay all
creditors, including unsecured creditors, in full.  The shares held
by the current shareholders may be sold as part of the sale. Any
proceeds remaining after paying all creditors will be distributed
to the former shareholders.

A full-text copy of the Disclosure Statement dated April 22, 2019,
is available at https://tinyurl.com/y55r9obw from PacerMonitor.com
at no charge.

                About Lawson Nursing Home

Lawson Nursing Home, Inc., is a nursing home in Jefferson Hills,
Pennsylvania.  It is a small facility with 50 beds and has
for-profit, corporate ownership. Lawson Nursing Home sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa.
Case No. 18-23979) on October 10, 2018. In the petition signed by
Derek R. Glaser, president, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  

The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as
its legal counsel.

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


LEGFRAS GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Legfras Group LLC
        128 Hancock Street
        Brooklyn, NY 11216
        Tel: (347) 241-1641

Business Description: Legfras Group LLC is a privately held
                      company in the residential building
                      construction business.

Chapter 11 Petition Date: April 29, 2019

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

Case No.: 19-42557

Judge: Hon. Carla E. Craig

Debtor's Counsel: Francis E. Hemmings, Esq.
                  HEMMINGS & SNELL LLP
                  30 Wall Street, 8th Floor
                  New York, NY 10005
                  Tel: (212) 747-9560
                  Fax: (212) 747-9564
                  E-mail: general@hemmingssnell.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronald Fraser, president.

The Debtor stated it has no unsecured creditors.

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

          http://bankrupt.com/misc/nyeb19-42557.pdf


LODESTONE OPERATING: Plan Confirmation Hearing Moved to June 12
---------------------------------------------------------------
The Bankruptcy Court held a hearing on April 24 to consider the
confirmation the Chapter 11 Plan of Reorganization of Lodestone
Operating, Inc.  Margaret McClure, on behalf of the Debtor,
requested extension to file amended small business plan.
Accordingly, the Court granted the Debtor until May 8, 2019 to file
amended plan and disclosure statement.
The deadline to confirm a plan was extended to June 12, and the
hearing on final disclosure and confirmation set for June 12, 2019
at 8:00 am.  Objections must be filed no later than June 5.

RLI Insurance Company, prior to the April 24 hearing, filed an
objection to confirmation of the Plan and final approval of the
Disclosure Statement.

RLI objects to final approval of the Disclosure Statement and
confirmation of the Plan to the extent its claim is inaccurately
reflected to be $20,000.00. RLI objects to confirmation of the Plan
unless it accurately reflects the description and treatment of
RLI's claim to accurately reflect an Allowed Secured Amount of
$33,760.00.

RLI also objects to final approval of the Disclosure Statement and
confirmation of the Plan since it appears that the Debtor
contemplates continuing to "utilize" RLI's bonds in the future and
post-confirmation but neither the Disclosure Statement nor Plan
address the Debtor's continuing indemnity obligations to RLI,
instead both contain broad discharge language.

Attorney for RLI:

     Mark Schuck, Esq.
     The Schuck Law Firm
     700 Louisiana Street, Suite 4800
     Houston, Texas 77002
     Tel: 713.942.8300
     Email: mark.schuck@schucklawfirm.com

               About Lodestone Operating Inc.

Lodestone Operating, Inc. is a privately-held company in Houston,
Texas engaged in oil and gas production.

Lodestone Operating sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33932) on July 16,
2018.  In the petition signed by David M. Reavis, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  

Judge Eduardo V. Rodriguez presides over the case.  The Debtor
tapped Weycer, Kaplan, Pulaski, & Zuber, P.C. as its legal counsel.


MAGNUM CONSTRUCTION: May 14-15 Auction Sale of Equipment Approved
-----------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Magnum Construction Management, LLC
to conduct an auction sale of the Equipment identified on Schedule
A to the Agreement beginning on May 14, 2019, at 8:00 a.m. (CST)
through May 15, 2019 at Ritchie Bros.' facility located in Lake
Worth, Texas.

The Debtor is authorized to conduct an online sale of the Equipment
identified on Schedule B to the Agreement beginning on May 14, 2019
(or sooner if able), through http://www.ironplanet.com/

The Notice of Sale is approved.

The sale will be free and clear of all liens, claims, interests and
encumbrances, with such liens, claims, interests or encumbrances to
attach to the proceeds of the sale.

From the proceeds of the sale of any of the Debtor's assets located
in the State of Texas, the aggregate amount of $163,000 will be set
aside by the Debtor in a segregated account as adequate protection
for the alleged secured claims of the local Texas tax authorities
prior to the distribution of any proceeds to any other creditor.
The liens of the local Texas tax authorities will attach to these
proceeds to the same extent and with the same priority as the
liens, if any, that they now hold against the property of the
Debtor.  These funds will be held solely for adequate protection
and this Order will constitute neither the allowance of the claims
of the local Texas tax authorities, nor a cap on the amounts they
may be entitled to receive.

Furthermore, the claims and liens of the local Texas tax
authorities will remain subject to any objections any party
(including the Debtor and any creditor) would otherwise be entitled
to raise as to the priority, validity, or extent of such liens.
These funds may be distributed upon agreement between the local
Texas tax authorities, the Debtor, and any creditor who claims a
priority lien to such proceeds, or by subsequent order of the
Court, duly noticed to the local Texas tax authorities.

The net proceeds of the auction and online sales beyond the
$163,000 will not be distributed by Ritchie Bros. absent further
Order of the Court, after a report of the sales is filed by the
Debtor identifying the gross sales prices, fees and expenses and
net distrbutable proceeds.

Any creditor or party-in-interest will have 10 days from the date
the Order is entered on the docket to file a written objection to
the Motion.  If an objection(s) is filed with the 10-day timeframe,
the Court will hear such objection(s) on a de novo basis.

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

    http://bankrupt.com/misc/Magnum_Construction_206_Order.pdf

            About Magnum Construction Management

Magnum Construction Management, LLC -- https://www.mcm-us.com/ --
is a construction company specializing in heavy civil construction
in the areas of transportation, airport infrastructure, roads,
bridges, government buildings and schools.  The Debtor is
headquartered in South Miami, Florida, but also has offices in (i)
Broward County, Florida, and (ii) Irving, Texas.  As of the
Petition Date, MCM employs a total of 292 people.

Magnum Construction Management filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No.
19-12821) on March 1, 2019.  In the petition signed by Gilberto
Ruizcalderon, chief financial officer, the Debtor estimated $50
million to $100 million in assets and $10 million to $50 million in
liabilities. The Debtor is represented by Paul A. Avron, Esq., at
Berger Singerman LLP.


MATAWAN ACQUISITION: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Matawan Acquisition, LLC
        60 Main Street
        Matawan, NJ 07747

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

Chapter 11 Petition Date: April 29, 2019

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

Case No.: 19-18576

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Eugene D. Roth, Esq.
                  LAW OFFICE OF EUGENE D. ROTH
                  Valley Pk. East
                  2520 Hwy 35, Suite 307
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  E-mail: erothesq@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronak Shah, managing member.

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

          http://bankrupt.com/misc/njb19-18576.pdf


MCMAHAN-CLEMIS INSTITUTE: Plan Proposes $115K Unsecureds Fund
-------------------------------------------------------------
McMahan-Clemis Institute of Otolaryngology, S.C., filed a Chapter
11 plan and accompanying disclosure statement proposing to pay
holders of general non-priority unsecured claims pro rata
distributions of deferred cash payments from the General Unsecured
Creditors Fund of $115,000.00 payable $23,000 annually commencing
on December 31, 2010, and each 31st of the year thereafter through
December 31, 2024.

All equity interests shall be deemed to be terminated and canceled
upon the Effective Date, and newly issued equity security interests
of the Reorganized Debtor consisting of 1,000 shares of newly
issued common stock shall be held in escrow by a Creditor's Trust
and transferred to Dr. John McMahan on December 31, 2024, after
satisfaction of the Class 1 and Class 2 claims hereunder.

All cash necessary for the Debtor to make payments pursuant to the
Plan to Allowed Administrative Claims, Priority Tax Claims, Secured
Claims, and Unsecured Claims will be obtained from existing cash,
cash equivalents derived from the continued operation of the
medical practice of the Debtor, and the net proceeds from
Liquidation Claims, is any.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/yy7t3wds from PacerMonitor.com
at no charge.

                 About McMahan-Clemis Institute
                      of Otolaryngology S.C.

McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's
Hearing Aid Services, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June
20, 2018.  In the petition signed by John T. McMahan, president,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million.  Judge Lashonda A. Hunt oversees the case.
The Debtor is represented by Gregory K. Stern, P.C.


MIDICI GROUP: June 13 Hearing on Plan Confirmation
--------------------------------------------------
The hearing when the Bankruptcy Court will determine whether or not
to confirm the Chapter 11 Plan filed by MidiCi Group, LLC, will
take place on June 13, 2019, at 1:00 p.m.
Objections to the confirmation of the Plan must be filed with the
Bankruptcy Court by May 24.

Under the Plan, Class 1 - General Unsecured Claims of
Non-Franchisees are impaired with  allowed unsecured Claim amount
of $926,783.  The Debtor anticipates that funds will be  made
available for a total distribution of approximately 40% of the
allowed General  Unsecured Claims (with each holder of a General
Unsecured Claim receiving its pro rata share thereof and excluding
the Claim of Menchie's Group, Inc., which will be subordinated
under this form of Plan).

Insiders of the Debtor are impaired with allowed unsecured claim
amount of $1,267,012.
Claims are subordinated to all General Unsecured Claims and
Franchisee Claims. No payment may be made unless and until all
payments under the Plan have been made, and until such time that
the Debtor is no longer dependent on MidiCi Sherman Oaks to fund
its operations, and it has received at least $42,500 per month in
royalty fees and marketing fees for a period of six consecutive
months.  Payments will then be made to satisfy Claims in following
order of priority: (1) Claim held by Menchie's Group, Inc. in full;
(2) Claim held by MidiCi Sherman Oaks in full for all amounts
loaned to the Debtor either Pre- Petition or under the Plan; and
(3) Claims held by all other Insiders of the Debtor at a pro rata
rate based on funds available on a monthly basis.

Interest Holders will inject new value in the amount of $425,000 on
the Effective Date to fund payments under the Plan. Interest
Holders shall retain their membership interests after the
Confirmation Date.

Because the Debtor has agreed to waive the requirement that
Franchisees pay royalty fees and marketing fees for a limited time,
the Debtor has secured alternative sources of income to fund
payments under the Plan and its ongoing operations during the
Term.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/yx8mont7 from PacerMonitor.com
at no charge.

Attorneys for the Debtor are James R. Felton, Esq., Douglas M.
Neistat, Esq., Yi Sun Kim, Esq., at Greenberg & Bass LLP, in
Encino, California.

                        About MidiCi Group

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

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

The Office of the U.S. Trustee on Feb. 1 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of MidiCi Group, LLC.  Resnik Hayes Moradi LLP
serves as the Committee's bankruptcy counsel.


MISSION COAL: Murray Energy Completes Acquisition of Complexes
--------------------------------------------------------------
Murray Energy Corporation and its newly formed majority owned
unrestricted subsidiary company, Murray Metallurgical Coal
Holdings, LLC, have successfully closed the transaction approved by
the United States Bankruptcy Court for the Northern District of
Alabama to acquire the Oak Grove, Seminole Alabama, and Maple Eagle
Mining Complexes (the "Mission Assets"), located in Alabama and
West Virginia, from Mission Coal Company, LLC.

Murray Energy's existing Joint Venture partner, Javelin Global
Commodities (UK) LTD. ("Javelin"), is the minority owner of Murray
Metallurgical Coal Holdings, LLC, and will lead the global
marketing efforts for these world class coal mines.

Murray Oak Grove Coal, LLC will operate the Oak Grove Mine complex
near Bessemer, Alabama, and Murray Maple Eagle Coal, LLC will
operate the Maple Eagle No. 1 Mine near Powellton, West Virginia,
and will assess and operate additional highwall mineable coal
reserves in the same vicinity.

Murray Energy's acquisition of these assets provides a significant
entrance into the metallurgical coal market, allowing for
diversification of its portfolio of quality mining assets.  The
assets will benefit from Murray Energy's best-in-class underground
longwall mining and operational expertise, that will further
enhance the value of these high-quality metallurgical coal
properties.  Additionally, this acquisition leverages Javelin's
existing global marketing platform, bringing further value to these
newly acquired assets.  Murray Energy looks forward to utilizing
our management and marketing expertise in order to ensure the
maximum success of these operations.

                   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.


MISTER CAR WASH: S&P Rates $850MM First-Lien Credit Facilities 'B-'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Tucson, Ariz.-based conveyer car wash operator
Mister Car Wash Holdings Inc.'s $850 million first-lien credit
facilities, composed of a $75 million revolver maturing in 2024 and
$775 million term loan with $40 million delayed-draw (not rated)
capacity maturing in 2026.

The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a
default.

Mister Car Wash is also issuing a $250 million second-lien term
loan, which it does not rate.

Proceeds from the new debt will be used to refinance about $813
million in outstanding debt and pay a $215 million dividend to
sponsor Leonard Green & Partners.

"Although we view the dividend recapitalization as leverage neutral
and think the extended maturity schedule is credit positive, our
ratings reflect Mister Car Wash's elevated leverage and thin cash
flow protection metrics. In our view, the company pursues an
aggressive financial policy by issuing debt to fund shareholder
payments and acquisitions," S&P said.

Pro forma for the proposed transaction, S&P expects debt to EBITDA
of about 8.5x and interest coverage of about 1.7x. For fiscal 2019,
the rating agency expects greater EBITDA contribution from the
company's fourth-quarter 2018 acquisitions and overall performance
improvements to help the company to achieve modest deleveraging.

ISSUE RATINGS — RECOVERY ANALYSYS

Key analytical factors

S&P updated its recovery analysis on Mister Car Wash's capital
structure following the revolver and term loan refinancing. In
S&P's simulated default scenario, for the company to default,
EBITDA would need to decline significantly due to operating
disruptions stemming from acquisition integration issues or a
material pull-back in discretionary spending.

S&P's simulated default scenario assumes that the value to
creditors would be maximized with Mister Car Wash emerging from a
bankruptcy as a going concern. It values the company using a 5x
multiple applied to the rating agency's projected emergence-level
EBITDA, in line with the multiple used for rated peer International
Car Wash Group Ltd.

Simulated default assumptions

-- Simulated year of default: 2021
-- EBITDA at emergence: $104 million
-- Implied enterprise value (EV) multiple: 5x
-- Estimated gross EV at emergence: $521 million

Simplified waterfall

-- Net EV after 5% administrative costs: $495 million
-- First-lien facility claims: $893 million*
-- Recovery expectations: (50%-70%; rounded estimate: 55%)
*All debt amounts include six months of prepetition interest.

  Ratings List

  New Rating
  Mister Car Wash Holdings Inc.

  Issuer Credit Rating                   B-/Stable/--
  
  New Rating
  Mister Car Wash Holdings Inc.

  Senior Secured
  US$75 mil Revolver ln due 2024        B-
  Recovery Rating                     3(55%)
  US$775 mil 1st Lien Term ln due 2026 B-
  Recovery Rating                       3(55%)


MORGAN WOELK: $1.3M Sale of Nashville Property to Capital Approved
------------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Morgan Wayne Woelk and
Vickie Lyn Woelk to sell the real property located at 300 Jefferson
Street, Nashville, Tennessee, being more particularly described on
Davidson County Tax Assessor's Map 082-13, Parcel 319, together
with all improvements located thereon and with all privileges,
rights, easements and appurtenances belonging to such property, to
Capitol District Acquisitions, LLC for $1.275 million, cash.

At the closing of any sale of the Debtors' property, the amount of
$512,670 which is the Attorney Lienholders' asserted claim which is
disputed by the Debtors will be paid into the IOLTA escrow account
at Bass, Berry & Sims PLC and held there pending a final resolution
of the Disputed Claim in the manner set forth.

The parties have agreed (a) to participate in a judicial settlement
conference before a judge in the United States Bankruptcy Court for
the Middle District of Tennessee and (b) to relief from the
automatic stay of 11 U.S.C. Section 362 for the purpose of allowing
the Disputed Claim litigation to be returned to the Chancery Court
for Davidson County, Tennessee to be determined by the underlying
trial court Chancellor (Hon. William Young) in accordance with
T.C.A. Section 23-2-102 and which will occur in the event that a
judicial settlement conference cannot be scheduled or such judicial
settlement conference does not result in a consensual settlement.

The final resolution of the Disputed Claim for the purposes of
paying out the escrowed $512,670 will occur upon the execution of a
settlement agreement by the parties and entry of an order by this
Court approving such agreement or a final, non-appealable order
entered by the Trial Court or any other Tennessee State appellate
court which may have jurisdiction over the Disputed Claim.

Morgan Wayne Woelk and Vickie Lyn Woelk sought Chapter 11
protection (Bankr. M.D. Tenn. Case No. 19-00674) on Feb. 4, 2019.
The Debtors tapped Lefkovitz & Lefkovitz, PLLC, as counsel.



MOUNT HOLLY: Star Hospitality Buying Brown Mills Property for $725K
-------------------------------------------------------------------
Mount Holly Hospitality, LLC, filed with the U.S. Bankruptcy Court
for the District of New Jersey a notice of its proposed sale of the
real property located at 13 Juliustown Road, Browns Mills, New
Jersey to Star Hospitality, LLC, for $725,000.

A hearing on the Motion is set for March 12, 2019 at 10:00 a.m.  

Rishi Shah, the managing member of the Debtor, certifies that on
Feb. 5, 2019, the Debtor entered into a Contract of Sale with the
Buyer to sell the Property.  The Debtor and the members of the
Debtor are neither related to nor have any affiliation whatsoever
with the Buyer or its members.

The petition was filed by the Debtor on the eve of a Sheriff's Sale
by the sole mortgagee on the Debtor's Property, TD Bank, N.A.
After negotiations with the secured creditor, TD Bank has agreed to
accept the sum of $700,000 from the sale of the property and will
discharge its mortgage.  The remaining proceeds will be paid to any
subordinate lienholders in accordance their priority.

The sale of the property free and clear of liens is in the best
interest of all creditors, as the alternative would be to allow TD
Bank to proceed with its foreclosure on the Debtor's primary asset
to the sole benefit of TD Bank.

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

     http://bankrupt.com/misc/Mount_Holly_46_Sales.pdf

The Purchaser:

         STAR HOSPITALITY, LLC
         735 Hwy 35 N,
         Ocean Township, NJ 07712

                  About Mount Holly Hospitality

Mount Holly Hospitality, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 18-34029) on Dec. 6, 2018,
estimating under $1 million in both assets and liabilities.  The
Debtor hired Eugene D. Roth, Esq., at the Law Office of Eugene D.
Roth.


MR. STEVEN: $8.5M Sale of Vessel to SEACOR Marine Approved
----------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana authorized Mr. Steven, L.L.C., Lady Eve,
L.L.C., Lady Brandi L.L.C., Lady Glenda LLC, Mr. Blake LLC, Mr.
Mason LLC, Mr. Ridge LLC, and Mr. Row LLC to sell the vessel MN MR.
STEVEN, IMO# 9744465, to SEACOR Marine, LLC for $8.5 million.

The sale is free and clear of liens and claims.

Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, and
Bankruptcy Rule 6004, upon the closing of the sale, the Sale Assets
will be sold, transferred and assigned to the Purchaser as is where
is and clear of all liens and claims subject to SBN V FNBC LLC's
receipt of the full $8.5 million Sales Price.

The Debtors are directed to pay to SBN the Sales Price.  

Upon the closing of the sale, the Purchaser will wire the full
Sales Price to: SBN V FNBC, LLC, BOK Financial Denver, CO, ABA
102000607, Account No. 4439430, Account Name Summit Investment
Management, LLC, fbo SummitBridge National Investments V, LLC, Ref:
Iberia/Miguez, or as otherwise directed by SBN in writing to the
Debtor.

The Order will be effective immediately upon its entry, without the
Order being subject to an automatic stay, as permitted under
Bankruptcy Rules 6004(h), 6006(d) and or otherwise.

The reversal or modification on appeal of the Order authorizing the
sale thereunder will not affect the validity or enforceability of
the sale or any of the terms and conditions of the Agreement,
pursuant to Section 363(m) of the Bankruptcy Code.

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

    http://bankrupt.com/misc/Mr_Steven_220_Order.pdf

                       About Mr. Steven

Mr. Steven, L.L.C., is a privately held company in New Iberia,
Louisiana engaged in the business of offshore marine vessel
leasing.  Mr. Steven filed a voluntary petition for relief under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La.
Case No. 18-51277) on Oct. 3, 2018.  In the petition signed by Mr.
Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in
assets and $23,651,405 in liabilities.  Robin B. Cheatham, Esq., at
Adams and Reese LLP, represents the Debtor.


ORCHARD ACADEMY: $25K Sale of Assets to Temple Har Approved
-----------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized The Orchard Academy, LLC's sale
of assets, including certain of its tangible items of personalty
which it owns and which it utilizes in its pre-school business,
together with its intellectual property, including its name and its
website, out of the ordinary course of business to Temple Har
Shalom for $25,000.

A hearing on the Motion was held on April 24, 2019 at 10:00 a.m.

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

Temple Har Shalom is assuming no liabilities of the Debtor in
connection with the sale transaction, and the Court expressly
determines the sale is not a de facto merger which exposes Temple
Her Shalom to liability for any debts of the Debtor.

The parties are directed to close upon the sale transaction to
Temple Har Shalom as soon as is possible immediately after the
entry of the Order, in order to facilitate Debtor's vacation of its
former business premises and thus the stay provisions of Fed. R. of
Bankr. Pro. 6004(h) which would otherwise delay consummation of the
sale are expressly waived.

                   About The Orchard Academy

The Orchard Academy, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-15301) on March 15,
2019.  At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of less than $500,000.  The case
is assigned to Judge Christine M. Gravelle.  The Debtor tapped
Rabinowitz, Lubetkin & Tully, LLC as its bankruptcy counsel.


OWEN & FRED: Unsecureds to Get 10% in 20 Quarterly Payments
-----------------------------------------------------------
Owen & Fred Corp., d/b/a Boarding Pass NYC, filed a small business
Chapter 11 plan and accompanying Disclosure Statement proposing to
pay holders of Allowed Unsecured Claims, which total approximately
$389,726, 10% of the Allowed Claim payable in 20 equal quarterly
installments without interest, starting on the Effective Date.
Allowed Class 3 Claims are impaired under the Plan.

The Debtor has continued to increase its sales through direct
sales, sales to third parties, such as Nieman Marcus, Nortstrom and
JCrew, wholesale sales, and corporate gift sales, which the Debtor
believes will keep it busy and profitable for the foreseeable
future. The Debtor is confident that these new projects and
existing work will enable it to make its Plan payments from
operating profits and maintain profitability upon emergence from
chapter 11.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/yyx7746o from PacerMonitor.com
at no charge.

Proposed Attorneys for the Debtor:

     Dawn Kirby, Esq.
     KIRBY AISNER & CURLEY LLP
     700 Post Road, Suite 237
     Scarsdale, NY 10583
     Tel: (914) 401-9500

                   About Owen & Fred Corp.

Owen & Fred Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-43534) on June 19,
2018.  In the petition signed by Michael Arnot, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million.  Judge Carla E. Craig presides over the case.
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the
Debtor's legal counsel.


PCI GAMING: S&P Assigns 'BB+' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating and
stable outlook to PCI Gaming Authority d/b/a Wind Creek Hospitality
(PCI) and its 'BB+' issue-level rating to the company's proposed
credit facility.

PCI, the casino operator of the Alabama-based Poarch Band of Creek
Indians, plans to issue a new credit facility consisting of a $100
million revolving credit facility due 2024 and a $1.3 billion
first-lien term loan due 2026. It will use proceeds from the credit
facility, along with cash on hand, to finance its acquisition of
the Sands Casino Resort Bethlehem in Bethlehem, Pa., and fund
planned growth capital expenditures (capex) at the casino.

"Our 'BB+' rating on PCI reflects our forecast for modest leverage,
strong operating cash flow generation, and high EBITDA margin.
PCI's low pro forma leverage combined with its tax-free status as a
tribal entity enables it to convert a high percentage of EBITDA to
operating cash flow, which it can use to repay debt after it makes
anticipated distributions to the tribe and funds property
improvements," S&P said.

PCI also benefits from a currently protected position in its
primary markets in central and southwest Alabama, with minimal
competition within a short driving time of its main facilities, and
with no significant new competition currently on the horizon,
according to the rating agency.

The stable outlook on PCI reflects S&P's expectation for continued
steady EBITDA generation at its Alabama properties as well as the
successful acquisition and integration of Sands Bethlehem. S&P
forecasts pro forma adjusted debt to EBITDA following the
acquisition to be in the low-2x area through 2019 and improve to
the high-1x area in 2020.

"We could lower the rating if we believe adjusted debt to EBITDA
will be sustained above 3x. While we believe this is unlikely over
the next two years, such an increase in leverage could result from
a more aggressive use of debt to fund future potential acquisitions
or a significant change in PCI's competitive position, particularly
in Alabama, that could threaten future profitability," S&P said.

S&P said it is unlikely to raise the rating before PCI successfully
integrates Sands Bethlehem and completes proposed development capex
at the property, adding that to raise the rating, it would need to
be confident that PCI would sustain leverage closer to 1.5x and
discretionary cash flow (DCF) to debt above 20%.

"We would also need to believe there would be no meaningful change
in the competitive landscape over the foreseeable future in PCI's
core Alabama market. Additionally, we would need to believe that
there would be continued stability in tribal government and its
distribution policy and that the authority's financial policy would
support continued low leverage, including potential future
acquisitions," the rating agency said.

S&P said it could also raise the rating if PCI, while still
maintaining modest leverage, is able to reduce business risks by
significantly broadening geographic and revenue diversification,
improving margins, and strengthening its Wind Creek brand.


PG&E CORP: Tort Claimants Panel Taps Baker & Hostetler as Counsel
-----------------------------------------------------------------
The official committee of tort claimants of PG&E Corp. and Pacific
Gas and Electric Company received approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Baker &
Hostetler LLP as its legal counsel.

The firm will represent the committee in its consultations with the
Debtors; analyze claims filed in the Debtors' Chapter 11 cases;
assist in negotiations related to financing, asset disposition and
the firmluation of a bankruptcy plan; and provide other legal
services in connection with the cases.

The hourly rates for the firm's attorneys range from $335 to
$1,195.

Baker & Hostetler is "disinterested" as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Robert A. Julian, Esq.
     Cecily A. Dumas, Esq.
     Baker & Hostetler LLP
     1160 Battery Street, Suite 100
     San Francisco, CA 94111
     Telephone: 628.208.6434
     Facsimile: 310.820.8859
     E-mail: rjulian@bakerlaw.com
     E-mail: cdumas@bakerlaw.com

        -- and --

     Eric E. Sagerman, Esq.
     Lauren T. Attard, Esq.
     Baker & Hostetler LLP
     11601 Wilshire Blvd., Suite 1400
     Los Angeles, CA 90025-0509
     Telephone: 310.442.8875
     Facsimile: 310.820.8859
     E-mail: esagerman@bakerlaw.com
     E-mail: lattard@bakerlaw.com

                     About PG&E Corporation

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

As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.

PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.

On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).

PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.

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

In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019.  The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.

On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants.  The tort claimants' committee is represented by
Baker & Hostetler LLP.


PHUNWARE INC: May Issue 5.4 Million Shares Under Incentive Plans
----------------------------------------------------------------
Phunware, Inc. has filed a Form S-8 registration statement with the
U.S. Securities and Exchange Commission to register an aggregate of
5,375,251 shares of the Company's common stock that are issuable
under the Company's 2018 Equity Incentive Plan, 2018 Employee Stock
Purchase Plan, and 2009 Equity Incentive Plan.  A full-text copy of
the prospectus is available for free at https://is.gd/Q2Ifh4.

                        About Phunware

Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com/-- claims to be the pioneer of
Multiscreen-as-a-Service (MaaS), a fully integrated enterprise
cloud platform for mobile that provides companies the products,
solutions, data and services necessary to engage, manage and
monetize their mobile application portfolios and audiences globally
at scale.  Phunware helps brands create category-defining mobile
experiences, with more than one billion active devices touching its
platform each month.

Phunware incurred a net loss of $9.80 million in 2018, following a
net loss of $25.93 million in 2017.  As of Dec. 31, 2018, the
Company had $36.88 million in total assets, $25.67 million in total
liabilities, $5.37 million in redeemable convertible preferred
stock, and $5.82 million in total stockholders' equity.

Marcum LLP, in New York, NY, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
19, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


PHUONG NAM VIETNAMESE: Taps R Martin as Bookkeeper
--------------------------------------------------
Phuong Nam Vietnamese Restaurant, LLC, received approval from the
U.S. Bankruptcy Court for the Northern District of New York to hire
R Martin Bookkeeping Service.

The firm will provide bookkeeping services necessary to administer
the Debtor's bankruptcy estate.  R Martin will charge a flat fee of
$40 per hour, plus expenses.

R Martin does not hold any interest adverse to the Debtor and its
creditors, according to court filings.

The firm can be reached through:

     Roxanne Martin
     R Martin Bookkeeping Service
     136 Main St.
     Basement
     Binghamton, NY 13905
     Telephone: (607) 722-5228
     Fax: (607) 722-5253
     Email: rmartinbkkg@verizon.net

              About Phuong Nam Vietnamese Restaurant

Phuong Nam Vietnamese Restaurant, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
19-60132) on Jan. 31, 2019.  At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000.  Peter A. Orville, Esq., is the Debtor's bankruptcy
attorney.  No official committee of unsecured creditors has been
appointed in the case.


POST PRODUCTION: Court Denies Approval of Disclosure Statement
--------------------------------------------------------------
On February 20, 2019, Post Production, Inc., filed a Disclosure
Statement and Plan of Reorganization.  A hearing to determine the
adequacy of the Disclosure Statement was conducted on March 28,
2019.

The Bankruptcy Court denied approval of the Disclosure Statement
finding that the Disclosure Statement does not contain "adequate
information" as required by 11 U.S.C. Section 1125 for the
following reasons:

   1. Problems with the proposed treatment of claims and
interests:

         -- The Disclosure Statement is self-contradictory
regarding whether Classes 1, 2, 3 and 4 are impaired.

         -- The proposed treatement of the claims listed below must
be changed because the Bankruptcy Code requires the following
treatment:

            -- With respect to claims under 11 U.S.C. Section
507(a)(8) (most types of tax claims), deferred cash payments over
no more than 5 years after the date of the order for relief under
section 301, 302 or 303;

         -- Clarification of rate of interest to be paid on Claims
held by various taxing
authorities must be provided as opposed to stating "with applicable
interest."

   2. Problems with Section VIII Relating to Source of Plan
Payments:

         -- There is insufficient explanation of the [x] source or
[x] amount of money available for payment of administrative
expenses or claims on the effective date.

   3. Problems with Chapter 7 Liquidation Analysis:

         -- The numbers in the chart on p. 26 of the Disclosure
Statement do not make
sense.

   4. General Problems: Amendments acknowledged by Debtor as being
necessary in Debtor's "Omnibus Reply to Objections to Disclosure
Statement Describing Plan of Reorganization" must be made.

The Debtor was also directed to show cause why the Case should not
be converted or dismissed on June 13, 2019 at 11:00 a.m. in
Courtroom 1368 of the Roybal Federal Building located at 255 E.
Temple St., Los Angeles, CA 90012.

                   About Post Production

Post Production, Inc. -- http://www.postproduction.com/-- is a
full-service post production company headquartered in Los Angeles,
California.  Formerly known as SonicPool, Post Production provides
industry professionals with services including editorial, color,
visual effects and digital delivery.  It also offers
post-production rentals and technology products.  The company was
founded in 2001 by John W. Frost and Patrick Bird.

Post Production sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17028) on June 18,
2018.  In the petition signed by John Frost, president, the Debtor
disclosed $1.45 million in assets and $1 million in liabilities.
Judge Vincent P. Zurzolo oversees the case.  The Debtor tapped
Kogan Law Firm, APC, as its legal counsel.


PRO TANK PRODUCTS: May 2 Plan Confirmation Hearing
--------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana has approved, on a final basis, the third
amended disclosure statement explaining Pro Tank Products, Inc.'s
Fourth Amended Plan of Liquidation.

Final approval of the Debtor's Disclosure Statement is opposed by
Red-D-Arc, TCF Equipment Finance, and Great Western Bank. By
separate Order, the Court granted Red-D-Arc relief from the
automatic stay, and thus, its objection to approval of the Debtor's
Disclosure Statement is moot.  As to the remaining objections, the
Court finds that the Debtor's Disclosure Statement contains
information of a kind, and in sufficient detail to enable a
hypothetical investor to make an informed judgment about the Plan.
Thus, the Disclosure Statement is approved.

As to confirmation, the Debtor conceded that its Plan is not
confirmable and requested leave to file a fifth amended Chapter 11
plan.  Accordingly, the Court denied confirmation of the Debtor's
Plan filed March 8, 2019, and granted the Debtor leave to file a
fifth amended plan.

A full-text copy of the Fifth Amended Plan dated April 18, 2019, is
available at https://tinyurl.com/y29jd6ze from PacerMonitor.com at
no charge.

A full-text copy of the Fourth Amended Plan dated March 8, 2019, is
available at https://tinyurl.com/y4z6dr3a from PacerMonitor.com at
no charge.

The hearing on confirmation of the Plan will be held on May 2,
2019, at 09:00 a.m.

                  About Pro Tank Products

Pro Tank Products is a privately held company based in Plentywood,
Montana, that manufactures tanks and tank components.

Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh
Resources, LLC, both of which sought bankruptcy protection on Oct.
17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos.
16-60999 and 16-61010).

Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No.
17-61181) on Dec. 12, 2017.  In the petition signed by Todd J.
Marsh, its president, the Debtor estimated $1 million to $10
million in both assets and liabilities.  The Hon. Benjamin P. Hursh
presides over the case.  Gary S. Deschenes, Esq., at Deschenes &
Associates Law Offices, serves as bankruptcy counsel.


R & C PROPERTIES: To Pay Creditors from Commercial Bldg Rents
-------------------------------------------------------------
R & C Properties of Wilmington, LLC, filed a Chapter 11 plan and
accompanying Disclosure Statement proposing to make payments to
creditors from rents received from its two commercial buildings.

U.S Bank National Association, dba Elan Financial Services, holds a
general unsecured claim in the amount of $5,807.38.  New Hanover
County holds claims for ad valorem taxes in the amount of $7,699.
Aquesta Bank holds a secured claim in the amount of $916,821.
Charles Raymond Rogers, III, holds a 100% membership interest in
the Debtor.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y4b7dpxl from PacerMonitor.com
at no charge.

Based in Wilmington, North Carolina, R & C Properties of
Wilmington, LLC, owner of buildings and land at 5006 Randall
Parkway, and 4951 University Drive, filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 18-05996) on December 14, 2018,
and is represented by Richard P. Cook, Esq., at Richard P. Cook,
PLLC, in Wilmington, North Carolina.

At the time of filing, the Debtor had estimated assets and debts of
$1 million to $10 million.


RADIOLOGY PARTNERS: S&P Alters Outlook to Neg., Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on U.S.-based radiology
services company Radiology Partners Holdings LLC (RP) to negative
from stable and affirmed its 'B' long-term issuer credit rating.

At the same time, S&P affirmed its 'B' rating on the $240 million
incremental first-lien secured debt that the company intends to
issue to finance acquisitions, with the '3' recovery rating
unchanged.  The rating agency also affirmed its 'CCC+' rating on
the $120 million second-lien secured debt, with the '6' recovery
rating unchanged.

"The negative outlook reflects our view that RP's acquisition
strategy is likely to remain more aggressive than we originally
anticipated, and that this pace of acquisitions could result in
leverage remaining higher than we expected, especially if the
company encounters any difficulty integrating acquisitions," S&P
said.

In December 2018, RP completed two significant debt-financed
acquisitions, and is now adding another $360 million of incremental
debt to fund four additional acquisitions. This accelerated
acquisition pace exceeds S&P's merger and acquisition expectations
and the rating agency expects it to remain elevated. For this
reason, S&P now expects adjusted leverage to remain near, or above
8x for at least the next two years. While it generally thinks the
company has the ability to quickly integrate acquired operations,
S&P believes the accelerated pace presents additional integration
risk that could lessen the chances that the company meets the
rating agency's base-case forecast.

"The rating reflects RP's aggressive growth via acquisition and
investment in new sites, which we expect will result in leverage
remaining over 8x for the next few years," S&P said.

RP has been expanding rapidly for more than six years,
supplementing mid- to high-single-digit organic revenue growth with
new site additions and annual acquisition spending. The pace of
acquisitions, as well as the debt required to finance them has
increased. Once these pending acquisitions are complete, the
company will have bought six new radiology practices requiring over
$700 million of new debt since December 2018. Reported revenue will
nearly double to an estimated $1.1 billion-$1.2 billion on a
reported basis from 2018 to 2019, and S&P expects RP will continue
to aggressively seek more acquisitions. S&P thinks this acquisition
pace could keep cash flow metrics at a level that is weak for the
current rating, particularly as RP must invest as necessary to
integrate newly acquired businesses. The rating agency expects
6%-8% organic growth supplemented by same site and new site
additions, and margins around 19% through a mix of organic and
acquisitive growth. S&P expects the company to generate minimal
free operating cash flow in 2019.

"RP has a small (about 4%) market share in the highly fragmented
$20 billion radiology services market. While we view RP as a scale
player within this segment, we view the company as a very narrowly
focused provider given its exclusive focus on radiology services,"
S&P said.  

After its most recent acquisitions of two large radiology groups
late last year, and four pending acquisitions, RP will operate in
21 states serving over 1,050 hospitals and outpatient centers. In
seeking acquisition targets, RP focuses on well-established
radiology groups demonstrating strong relationships with the
region's providers as a means of maintaining customer loyalty in an
industry that otherwise has low barriers to entry and relatively
little product differentiation.

S&P said that while it believes RP is well positioned to benefit
from ongoing consolidation among radiology groups due to several
factors, including changing payment models and payor/provider
consolidation, the rating agency recognizes the space is highly
competitive with low barriers to entry that may enable the
emergence of other consolidators. RP uses several tools to
establish itself as a desirable acquirer of smaller groups,
including its physician ownership structure and regional "physician
boards" helping individual practices maintain autonomy and stay as
nimble as possible. S&P believes the company is subject to
reimbursement risk with 51% of revenues derived from commercial
payors, while Medicare provides 31% and Medicaid 8%. Although S&P
incorporates this risk into its business assessment, reimbursement
rates from government payors have been relatively stable for
radiology services over the last few years, although Medicare has
implemented meaningful cuts in the past. S&P expects that over
time, government reimbursement may become more prominent in the
payor mix as the baby boomer population becomes eligible for
Medicare. The rating agency also considers the potential for
smaller future rate increases from private payors, which currently
generates about half the company's revenue, in reimbursement risk.
Margin upside is also suppressed by integration risk as the company
seeks to expand by both small tuck-ins and larger acquisition
targets with over 100 physicians. However, RP has had a successful
track record at integrating acquisitions.

The negative outlook on RP reflects risk to S&P's base-case
expectation that RP can successfully integrate recent acquisitions,
resulting in margins of about 19% and minimal free cash flow
generation (after one-time transaction-related expenses).

"We could lower the rating if the very rapid pace of acquisitions
creates operational challenges integrating new purchases that lead
to lower than expected margins. If margins declined by about 200
basis points relative to our forecasts, we would expect leverage to
increase to about 9x and that the business may not produce free
cash flow (even when excluding nonrecurring costs related to the
acquisitions), which we would view as consistent with a 'B-'
rating," S&P said.

"We could revise the outlook to stable if we believe the company
can achieve the organic growth and margins we expect, and also
produce a meaningful amount of free cash flow. This would give us
greater confidence that the company can successfully execute on
what we view as a very aggressive growth strategy," S&P said.


RB SMITH LAND: May 2 Plan Confirmation Hearing
----------------------------------------------
The Disclosure Statement explaining the Amended Chapter 11 Plan
filed by RB Smith Land, LLC, is conditionally approved.

The hearing on confirmation of Amended Chapter 11 Plan and final
approval of the Disclosure Statement will be held on Thursday, May
2, 2019, at 09:00 a.m.

A full-text copy of the Amended Plan is available at
https://tinyurl.com/y45v58tv from PacerMonitor.com at no charge.

                 About RB Smith Land

RB Smith Land LLC, based in Glendive, MT, filed a Chapter 11
petition (Bankr. D. Mont. Case No. 18-61161) on Dec. 12, 2018.  In
the petition signed by Brady J. Smith, vice president, the Debtor
disclosed $1,606,124 in assets and $518,800 in liabilities.  The
Hon. Benjamin P. Hursh presides over the case.  James A. Patten,
Esq., at Patten Peterman Bekkedahl & Green, PLLC, serves as
bankruptcy counsel.


RITE AID: S&P Lowers ICR to 'B-' on Continued Industry Headwinds
----------------------------------------------------------------
S&P Global Ratings downgraded its issuer credit rating on
U.S.-based drugstore retailer Rite Aid Corp. to 'B-' from 'B',
lowered the issue-level rating on the first lien term loan facility
to 'B' from 'BB-', and revised the recovery rating to '2' from
'1'.

At the same time, S&P lowered its issue-level rating on the
company's asset-based lending facility to 'B+' from 'BB-' and its
issue-level rating on the company's unsecured debt to 'CCC' from
'CCC+'. S&P's recovery ratings on these instruments remain
unchanged.

The downgrade reflects S&P's belief that the industry headwinds in
the highly competitive drugstore sector, which is evolving rapidly
due to acquisitions, partnerships and collaborations, and complex
shifts in the U.S. health care system, will persist. S&P now
expects Rite Aid's adjusted EBITDA margins to be in the mid-5% area
this year (fiscal year ending March 2020), which is well below the
rating agency's previous forecast of the low 6% area. S&P
anticipates that continued reimbursement rate pressures and lower
generic drug price inflation will weaken the company's earnings in
fiscal year 2020. The rating agency also expects its front-end or
general merchandise sales to face intense competitive pressure from
discounters, mass merchandisers, and online peers. The industry is
highly consolidated and S&P believes the company's smaller size
relative to that of its much larger and better capitalized peers,
as well as its weak operating trends, may further threaten its
competitive standing. Following the significant reduction in its
store base, Rite Aid's cost structure also compares unfavorably
with those of its peers given their better operating margins.
Therefore, S&P is revising its assessment of the company's business
risk profile to weak.

"The negative outlook on Rite Aid reflects our view that
reimbursement rate pressures and heightened competition will
pressure the company's operating performance over the next 12
months, causing it to maintain debt to EBITDA in the high-5x area,"
S&P said.

"We could lower our ratings on Rite Aid if the likelihood of a
distressed exchange increases. We could also lower our ratings if
the company's free cash flow is weaker than expected, narrowing its
liquidity and leading us to believe that its capital structure is
unsustainable," S&P said. This scenario could occur if the
strategic initiatives to turnaround the company's operating
performance fail to stabilize the business in the next year, either
due to management's execution or intensified competitive
pressures.

"We could revise our outlook on Rite Aid to stable if it
successfully executes its business turnaround initiatives, leading
to sustainable EBITDA growth and an improvement in its credit
metrics. Under this scenario, we would expect the company to
benefit from better sales trends from its merchandising and
procurement initiatives and improved customer traffic, which
improve its EBITDA margins and lead it to generate good free cash
flow in fiscal year 2020," S&P said.


SAFE HAVEN: $317K Sale of Pocatello Property to South Approved
--------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Idaho authorized Safe Haven Health Care, Inc.'s sale of the real
property located at 2520 S. 5th, Pocatello, Idaho to South
Pocatello Properties, LLC for $317,000.

The auction for the Property was conducted on April 23, 2019.

The sale is "as is, where is" without warranty of any kind, and
free and clear of all Liens, Claims, Encumbrances and Interests.

The Debtor is authorized to pay and will pay from the proceeds at
closing of the Sale of the Property all appropriate Closing costs,
and applicable personal property taxes and the additional estimated
payments.  All other Sale proceeds will be held by the Debtor in an
estate bank account pending further order from the Court.  The Sale
proceeds are estimated to be distributed by the Closing agent as
follows:

     SALE PRICE:                                 $317,000
                                                 --------
          Less Estimated Deductions:    
          Payment to Bank of Idaho               $132,747
          Payment to SBA $100,543.54
          Payment to Bannock County Treasurer     $38,581
          Payment to Realtor's Commission (6%)    $19,020
          Estimated Closing Costs                  $1,834

          Total Estimated Deductions:            $292,726
                                                 --------
     Total Estimated Net Sale Proceeds:           $24,274

As authorized by Bankruptcy Rule 6004(h), the order will be
effective and enforceable immediately upon its entry.

                   About Safe Haven Health Care

Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/
-- provides both in-patient and out-patient psychiatric, skilled
nursing and assisted living services.  The Company has facilities
throughout southwestern, central and eastern Idaho.  Safe Haven is
a division of CareFix, Inc.

Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 18-01044) on Aug. 10, 2018.  In the petition signed by
Scott Burpee, president, the Debtor disclosed $10,234,818 in assets
and $17,313,444 in liabilities.  The case is assigned to Judge Jim
D. Pappas.  Angstman Johnson, led by Matthew Todd Christensen, is
the Debtor's counsel.



SCOTTY'S HOLDINGS: $45K Sale of Liquor License No. RR4902951 Okayed
-------------------------------------------------------------------
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 Scotty's Brewhouse Downtown
Indianapolis, LLC's Indiana Alcoholic Beverage Permit, License No.
RR4902951, to Pier 48 Indy, LLC or its assignee for $45,000.

All terms of the Asset Purchase Agreement are approved.

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 this 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.



SHOE SHIELDS: May 28 Plan Confirmation Hearing
----------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement explaining the combined chapter 11 plan of reorganization
of Shoe Shields, LLC, and affiliates.
The hearing to consider confirmation of the Plan will be held on
May 28, 2019 at 09:00 AM.  Last day to object to confirmation is
May 24.  Ballots are due May 24.

The Debtor is in the business of manufacturing and selling a
product called "Sneaker Shields." Sneaker Shields are a type of
shoe tree that is worn inside of a consumer's sneaker to preserve
the shape of the shoe and prevent creasing.

Under the plan, the Allowed Unsecured Claims in Class 2 total
$22,458.27 as of the date of this Plan. Class 2 Claims will be paid
in full with interest at 4% within twenty-one days following the
Effective Date. In the event that a Disputed, Contested, or
otherwise disallowed Unsecured Claim becomes an Allowed Unsecured
Claim following Confirmation, such Claim will be paid in full with
4% interest within 30 days of the Claim becoming an Allowed Claim.

The Debtor intends to make all payments required under the Plan
from the following sources:

   1. The Debtor projects that it will have approximately $60,000
of available cash on the date of the Confirmation Hearing.

   2. The Debtor calculates that its monthly disposable income
available to fund Plan payments after Confirmation will be
approximately $15,000. This estimate is based upon a projected
monthly income of approximately $55,000 and projected monthly
expenses of approximately $40,000, resulting in an estimated
monthly net income of at least $15,000 over the life of this Plan.
The Debtor believes that this estimate is accurate based upon its
current and historical income.

A copy of the Disclosure Statement dated April 16, 2019 is
available https://tinyurl.com/yxh9wzmf from Pacermonitor.com at no
charge.

                      About Shoe Shields

Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter
11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019.
An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11
petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019.

In the petition signed by Sangeeta Rajpal, manager, OSR Patent
estimated $100,001 to $500,000 in assets and $50,001 to $100,000 in
liabilities.  John J. Gitlin, Esq., in Dallas, Texas, serves as
counsel to the Debtors.

On Feb. 13, 2019, an order granting a motion to appoint trustee was
entered by the court.  Christopher J. Moser was thereafter
appointed as the Chapter 11 Trustee of the Debtors' bankruptcy
estate.  The Trustee hired Quilling Selander Lownds Winslett &
Moser, P.C., as counsel.


SKYTEC INC: Discloses Prepetition Transfers, Feasibility
--------------------------------------------------------
Skytec, Inc., filed a First Amended Disclosure Statement disclosing
prepetition transfers and a feasibility report.

As part of Debtor's fiduciary duties, it examined and evaluated all
payments made to creditors during the 90 days prior to the
bankruptcy petition date and all payments made to insiders or for
the benefit of insiders within one (1) year prior to the bankruptcy
petition.  During those periods, payments in the total amount of
$2,119,196 were made to creditors within 90 days from the
bankruptcy filing; payments in the total amount of $761,330.98 were
made to insiders within one year from the bankruptcy filing; and
payments in the total amount of $350,675.85 were made to the
benefit of insiders within one year from the bankruptcy filing.

However, after the evaluation it was determined that all payments
were made while the Debtor was solvent as it can be ascertained
from Debtor's audited and unaudited financial statement and as such
none of the payments can be avoided. Furthermore, even assuming in
arguendo that the Debtor was insolvent, all payments were in the
ordinary course of business or as per the contractual terms.

A full-text copy of the First Amended Disclosure Statement dated
April 15, 2019, is available at https://tinyurl.com/y5xf7bvc from
PacerMonitor.com at no charge.

A marked-up copy of the First Amended Disclosure Statement dated
April 15, 2019, is available at https://tinyurl.com/y3mzudde from
PacerMonitor.com at no charge.

                     About Skytec Inc.

Skytec, Inc., is a privately-held company based in Puerto Rico that
provides wireless telecommunication solutions.  Skytec sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 18-05288) on Sept. 12, 2018.  In the petition signed by
Henry L. Barreda, president, the Debtor disclosed $2,119,734 in
assets and $5,848,090 in liabilities. Judge Enrique S. Lamoutte
Inclan presides over the case. The Debtor tapped Fuentes Law
Offices, LLC as its legal counsel.


SPRINT CORP: Fitch Maintains 'B+' LT IDRs on Watch Positive
-----------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive on Sprint
Corporation (NYSE: S) and Sprint Communications Inc.'s 'B+'
Long-Term Issuer Default Ratings and outstanding debt including
debt issued at Sprint Capital Corporation pending the outcome of
regulatory review.

The transaction between Sprint Corp. and T-Mobile US, Inc., as
proposed, is likely to lead to a three-notch upgrade to the Issuer
Default Ratings and outstanding debt of Sprint and its subsidiaries
based on existing assumptions. Sprint's final rating will depend on
several factors, including: the merger receiving regulatory
approval, an assessment of the potential effect of any additional
conditions placed on the transaction by the regulatory approval
process, the operational performance of T-Mobile at the time of
closing and a final committee review by Fitch Ratings to assess any
change in assumptions that may have occurred from the time the
merger was announced. Transaction closing is subject to regulatory
approval and other customary closing conditions. T-Mobile expects
regulatory approval from the DOJ and FCC in the first half of 2019.


However, in the event regulators file an antitrust lawsuit to block
the merger and the agreement terminates, Fitch remains concerned
with Sprint's stand-alone operational prospects and maintaining
adequate medium-to-longer term access to the capital markets given
their substantial maturity wall, particularly if SoftBank Group
Corp. were to reconsider whether Sprint remains core to its
long-term strategic plans. Absent a material tangible pledge of
support that includes a capital injection, Fitch would likely
reassess the strategic parent subsidiary linkage between Sprint and
SoftBank that could result in up to a two-notch downgrade to
Sprint's long-term IDRs.

KEY RATING DRIVERS

Weak Stand-Alone Prospects: Sprint's core fundamental issues are
driven by insufficient scale, a weak brand, lack of low band
spectrum (LTE or 5G), and lagging network coverage in certain
regions that creates challenges with attracting and retaining
postpaid subscribers evidenced by stubbornly high churn and
aggressive limited time promotional pricing. Despite the aggressive
pricing, Sprint has struggled to maintain its share of postpaid
gross additions and grow net subscribers. Additionally, Sprint's
weak financial profile has caused the company additional challenges
balancing the need to invest in the network and generating
sufficient FCF to service its large debt load that has a looming
maturity wall averaging more than $4 billion annually in maturities
during the next four years. Over the medium term, Sprint would also
likely need to strike a better balance with higher pricing at the
risk of losing share.

Sprint has pursued substantial cost reduction initiatives during
the past several years to improve its cost structure and increase
EBITDA generation. However, Fitch believes further cost reduction
improvements without impairing operations would likely take time to
implement and create execution risk that could also negatively
affect the ongoing challenges with sustaining top-line growth.
Consequently, the longer-term risk is that Sprint's capital
structure becomes potentially unsustainable if the company cannot
generate material FCF to reduce debt given the required 5G network
investments to remain competitive.

Combination Drives Scale Benefits: A T-Mobile and Sprint
combination is expected to create significant scale, asset and
synergy benefits that should materially improve the combined
entities' long-term competitive position, particularly for 5G
network capabilities. T-Mobile is expected to target new and/or
improved growth opportunities across multiple segments including
broadband replacement, enterprise, rural, internet of things (IoT)
and over-the-top video. The larger combined spectrum portfolio and
selective rationalization of Sprint's network should materially
enhance and further densify T-Mobile's existing network, resulting
in greater speed, capacity, capabilities and geographic reach.

Significant Regulatory Uncertainty: The process to obtain
regulatory approval of the horizontal consolidation between
T-Mobile and Sprint has been lengthy and remains uncertain given
the material antitrust concerns. Fitch believes regulatory approval
will be dependent on the regulatory lens used to analyze the
transaction. Factors for merger approval could include a view on
the broader market that incorporates wireless and wireline
convergence, current state of the wireless competitive environment
and considers the oligopolistic landscape for in-home broadband,
which is currently dominated by cable operators' distinct
infrastructure advantage. Regulators would have several options for
potential remedies if the transaction is approved. These could
include spectrum divestitures, prepaid brand divestitures, rural
broadband coverage deployment milestones, fixed wireless (broadband
replacement) deployment milestones and mobile virtual network
operator considerations.

Substantial Synergies, Material Execution Risk: The combined
company expects to create substantial value for T-Mobile and Sprint
shareholders through an expected $6+ billion in run rate cost
synergies, representing a net present value of $43+ billion. Fitch
believes these synergies are largely achievable due to good line of
sight on network-related cost reductions that constitute the
majority of cost benefits. Given the scope of the transaction,
execution risk with network decommissioning and subscriber
migration to T-Mobile's network is high. Partly mitigating this
risk, Fitch believes T-Mobile has a good integration track record
following past acquisitions

Material Deleveraging Expected: T-Mobile's pro forma gross core
telecom leverage (total adjusted debt/EBITDAR) would be high at
transaction close, based on Fitch adjustments, approaching 5x.
Fitch believes significant deleveraging would occur due to
substantial cost synergies and subscriber growth that is expected
to drive material EBITDA growth. Fitch anticipates excess cash
would be used to repay maturing and prepayable debt with gross core
telecom leverage estimated in the lower 4x range by the end of
2021. The forecast does not assume any material divestitures that
could be required if regulators condition their approval.

Merger Parent Support: Fitch views a moderate parent subsidiary
linkage exists for the merged T-Mobile, resulting in a one-notch
uplift to the standalone Issuer Default Rating. The cross-guaranty
structure would equalize the IDRs of Sprint and T-Mobile. The
operational and strategic linkages are strong combined with
material benefits derived from Deutsche Telekom AG ownership
through combined global purchasing scale that provides significant
benefits for network, handset and general procurement.

Further support comes through expected DT parent-held debt of $6
billion, strong involvement of T-Mobile's board and potential
benefits from SoftBank's numerous strategic investments. DT is
expected to consolidate T-Mobile's financials and have perpetual
voting proxy over SoftBank's T-Mobile's shares subject to certain
conditions. Both parents will also be subject to four-year equity
lockup agreements. Legal linkages with the new T-Mobile are weak
given the lack of parent guarantees or cross default to parent
debt.

Sprint Standalone Parent Support: Sprint's IDR benefits from
SoftBank's tangible support. Past financing structures, while more
short-term in nature, have leveraged SoftBank's extensive and deep
financial relationships, demonstrating further support and
resulting in stabilized liquidity. Fitch has viewed the operational
and strategic linkages as moderately strong given the extensive
operational oversight and strategic importance of Sprint's
U.S.-based network to SoftBank's long-term connected device plans.
Legal linkages are weak, given the lack of any guarantees provided
to existing debtholders. The moderate linkage adds two notches to
Sprint's IDR from its stand-alone profile.

DERIVATION SUMMARY

On a consolidated basis, a Sprint/T-Mobile combination would have a
materially improved business profile that would enhance its
competitive position relative to Verizon Communications Inc.
(A-/Stable) and AT&T Inc. (A-/Stable) as on a standalone basis,
both Sprint and T-Mobile lack sufficient scale and resources to
compete across certain market segments. The combination would
enable T-Mobile to expand growth opportunities into other
subsegments including video, broadband, enterprise, rural and IoT.
Verizon's rating reflects the relatively strong wireless
competitive position, as demonstrated by its high EBITDA margins,
low churn, extensive national coverage and lower leverage. AT&T's
ratings reflect its large scale of operations, diversified revenue
streams by customer and technology, and relatively strong operating
profitability.

T-Mobile has generated strong operating momentum during the past
several years due to a well-executed challenger strategy that has
taken material market share from the other three national operators
and caused both AT&T and Verizon to more aggressively adapt and
respond to these offerings (equipment installment and unlimited
data plans). A combined Sprint and T-Mobile postpaid wireless
business would have similar wireless scale as AT&T but would be
materially smaller than Verizon. Over time, given the strong
subscriber momentum underpinned by its Un-carrier branding
strategy, Fitch expects T-Mobile would continue to close the share
gap against its two larger peers. T-Mobile would have moderately
larger scale than Charter Communications Operating, LLC's
(BB+/Stable) with a relatively similar profile for gross leverage
(total adjusted debt to EBITDAR) and lower secured leverage.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case - Pro Forma for the
Merger Between Sprint and T-Mobile:

  -- Total pro forma service revenues in the mid-$50 billion
range;

  -- EBITDA in the lower $20 billion range;

  -- Total debt (excluding tower obligations) expected in the range
of $75 billion-$77 billion including an expected secured debt mix
in the mid-$30 billion range at close, which could increase up to
$42 billion;

  -- Long-term annualized run-rate synergies around $6 billion.

  -- Cash costs to achieve integration and synergies of
approximately $15 billion with integration expected over a three-
to four-year period;

  -- Pro forma gross core telecom leverage (adjusted debt/EBITDAR)
approaching 5x, deleveraging to the low-4x range by the end of
2021;

  -- The forecast does not assume any material divestitures that
could be required if regulators approve the transaction.

RATING SENSITIVITIES

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

The transaction, as proposed, is likely to lead to a three-notch
upgrade to the IDRs and outstanding debt of Sprint and its
subsidiaries based on existing assumptions. The final rating would
depend on Fitch's further analysis of the transaction, including
the expected cross-guaranty structure between T-Mobile and Sprint,
an assessment of the potential effect of any additional conditions
placed on the transaction by the regulatory approval process and
the operational performance of T-Mobile at the time of closing.

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

In the event the merger does not close, Fitch would reassess the
parent subsidiary linkage between SoftBank Group and Sprint. A
perceived weakening of the strategic linkage between Sprint and
SoftBank could result in up to a two notch downgrade to Sprint's
long-term IDRs.

LIQUIDITY

Strong Merger Liquidity: Fitch expects the combined entity would
have substantial liquidity and diversified market access to
appropriately manage liquidity risks. Balance sheet cash is
expected to be roughly $10 billion with secured revolver
availability of $4 billion at transaction close. FCF generation is
expected to increase materially with company estimates in the $10
billion-$11 billion range in the three or four years after the
close, driven by the realization of run-rate cost synergies and tax
reform benefits. Consequently, T-Mobile's liquidity position
greatly enhances financial flexibility throughout the integration
process given the uncertainties around the level and timing of cash
requirements and the larger debt maturity towers due in part to
legacy capital structures, principally after 2020.

In connection with the merger agreement, T-Mobile entered into a
commitment letter for up to $38 billion in secured and unsecured
debt financing including a $19 billion, 364-day secured bridge loan
facility, $7 billion seven-year secured term loan facility, $4
billion five-year secured revolving credit facility and an $8
billion unsecured bridge loan facility. On June 6, 2018, T-Mobile
reduced the commitments under the amended and restated commitment
letter by $8.0 billion, such that the remaining size of the
commitments is $30.0 billion, including a $4.0 billion secured
revolving credit facility, a $7.0 billion secured term loan
facility and a $19.0 billion secured bridge loan facility. Sprint
and T-Mobile have also received approval to amend the indentures at
the issuing subsidiaries including Sprint Capital Corp., Sprint
Corp., Sprint Spectrum, SCI and T-Mobile USA. The amendments
include changing the definition of change of control to explicitly
exclude a Sprint/T-Mobile combination, modifying restrictions
involving consolidation, mergers and transfers of property and
assets, changing the definition of permitted holder, and changing
the ratio of allowable secured debt.

Sprint Stand Alone Satisfactory: Fitch expects Sprint will maintain
at least 12 months of available liquidity, including borrowing
capacity, to cover upcoming cash requirements. Maturities over the
next four years are substantial, averaging more than $4 billion
annually. At the end of the third fiscal quarter of 2018 (Dec. 30,
2018), Sprint's liquidity position was supported by $6.8 billion of
cash and short-term investments and $1.9 billion of availability on
its $2 billion secured revolving facility due February 2021. Sprint
supplemented its liquidity in February 2019 with a $900 million
add-on term loan. Additional liquidity includes $0.1 billion of
availability for receivables/device financing and approximately
$0.3 billion of availability under vendor financing agreements for
purchases related to network equipment.

RECOVERY ANALYSIS

The recovery analysis assumes the enterprise value of Sprint is
maximized in a going-concern scenario versus liquidation. Fitch
contemplates a scenario in which a default may be caused given
Sprint's weak stand-alone prospects in a highly competitive
wireless environment with higher churn that persists in the upper
1% range and Sprint's promotional discounting fails to attract an
increased share of postpaid subscribers that, when combined with
capital investments to remain competitive, contribute to
substantial FCF deficits, thus depleting cash reserves and capital
markets become constrained preventing access for the company.

Fitch's estimate of Sprint's cash EBITDA for the LTM period ended
Dec. 31, 2018 is $5.9 billion versus the company-reported EBITDA of
roughly $12 billion and more than $7.5 billion excluding leased
device depreciation. Fitch's cash EBITDA estimate makes several
adjustments for installment billing, leased device including
write-off charges, cash restructuring costs for exiting access/cell
site leases and other sources/uses. Fitch believes the cash EBITDA
estimate is in line with a going-concern EBITDA, reflecting the
distress that would provoke a default offset by a level of
corrective action that would occur during restructuring (cost
savings, lease rejections, cyclical turnarounds) and the level of
capital investment required to remain competitive and acquisition
costs related to new subscribers that would be required to enable
Sprint to remain competitive against its peers.

Fitch assumes Sprint would receive a going-concern recovery
multiple of 5.5x (revised from 7x) under a default scenario. The
multiple reflects the substantial value of all of Sprint's assets
including spectrum portfolio of 800 MHz, 1.9 GHs and 2.5GHz along
with handset device receivables while also considering Sprint's
weak brand, ongoing operating challenges and subpar network assets.
The 5.5x multiple is line with the 5.5x median Technology, Media
and Telecommunications emergence enterprise value (EV)/forward
EBITDA multiple.

Fitch's spectrum valuation reflects the numerous factors and
challenges that can significantly affect spectrum prices, including
additional spectrum supply, data traffic demand and technology
enhancements. As part of the analysis, Fitch used a benchmarking
approach to estimate the value of spectrum based on prices observed
in transactions of comparable assets, making adjustments where
appropriate, and combining comparable U.S. and international
transactions. Fitch also considered a discounted cash flow
valuation given the lack of direct 2.5 GHz spectrum transactions.

FULL LIST OF RATING ACTIONS

Fitch maintains the Rating Watch Positive on the following ratings:


Sprint Corporation

  -- IDR 'B+';

  -- Senior notes 'B+'/'RR4'.

Sprint Communications Inc. (SCI)

  -- IDR 'B+';

  -- Secured revolving credit facility 'BB+'/'RR1';

  -- Secured term loans 'BB+'/'RR1';

  -- Junior guaranteed unsecured notes 'BB'/'RR2';

  -- Senior notes 'B+'/'RR4'.

Sprint Capital Corporation

  -- Senior notes 'B+'/'RR4'.


ST. JUDE NURSING: PCO Files 3rd Report
--------------------------------------
Deborah L. Fish, the Patient Care Ombudsman appointed for St. Jude
Nursing Center, Inc., filed the third report with the U.S.
Bankruptcy Court for the Eastern District of Michigan regarding the
Debtor's status of the quality of patient care.

The third report covers the period from December 12, 2018, through
February 26, 2019, and is based on a discussion with Martha Little,
the administrator of the facility, with the Director of Nursing and
the social worker and staff and residents.

Generally, the Debtor has continued the same quality of care
post-petition as it did prepetition. According to the PCO, the
Debtor has maintained all of its services and is delivering similar
quality care to essentially the same patient population.

Regarding the patient staffing and services, the PCO reported that
the Debtor struggles at times to get shifts covered but does meet
the required guidelines and is trying to hire or train additional
staff to alleviate overtime expense and employee occupational
stress.

The PCO observed that the facility is old and the cleanliness of
the floors and the residents’ rooms was satisfactory given the
antiquated condition of the facility. The PCO reported that there
were no odors except for one room.

The PCO further reported that some of the staff complained that the
payroll checks were not timely clearing the bank. The PCO said that
a review of the monthly financials confirms the staff’s issue.
The PCO has raised the issue with management and was advised that
it has been rectified.

A full-text copy of the PCO's Third Report is available at
https://is.gd/6ognPD from PaceMonitor.com at no charge.

          About St. Jude Nursing

St. Jude Nursing Center is a privately owned and licensed long-term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150. The Facility consists of 64 licensed beds, located
within the Debtor-owned facility.  The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).

St. Jude Nursing Center, Inc. filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities as of the bankruptcy filing.


STOLLINGS TRUCKING: $26K Sale of Equipment to Chase Approved
------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized Stollings Trucking Co., Inc.'s
sale of the following equipment: (i) 777 Rock Truck, S/N 4XJ-1048;
(ii) 777 Rock Truck, S/N 4XJ-0247; (iii) Deere 850 Frame Salvage
Unit, 166996; and (iv) 992 Salvage Unit, S/N 49Z-2051, to Chase
Johnson of Ameraus Tractor Co. for $26,000.

The Order is a final order which is effective upon entry.  The
proceeds from such sales are free and clear of all liens with liens
to attach to the proceeds and that any of proceeds will be based
upon further Court Order.            
     
The Purchaser:

          CHASE JOHNSON OF AMERUS TRACTOR CO.
          317 Hamilton, Hill Rd.
          Bluff City, TN 37618

                    About Stollings Trucking

Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, it both hauled coal and mined coal for its
own profit.  As it grew, it acquired more equipment and rolling
stock.  Stollings also obtained mining permits on property in Logan
County, West Virginia, and was a party to coal leases.

Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015.  In the petition signed by Rhonda Marcum, president, the
Debtor estimated assets and liabilities of $1 million to $10
million.

Judge Frank W. Volk oversees the case.

Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.


SUNESIS PHARMACEUTICALS: Borrows $5.5 Million from Silicon Valley
-----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., entered into a term loan agreement
on April 26, 2019, with Silicon Valley Bank, pursuant to which the
Company borrowed $5.5 million.

The maturity date of the SVB Loan Agreement is Dec. 1, 2022. Under
the terms of the SVB Loan Agreement, the Company is required to
make interest-only payments through Dec. 31, 2020 on the Term Loan
at a floating rate equal to the greater of the Prime Rate minus
2.25%, as defined in the SVB Loan Agreement, or 3.25%, followed by
an amortization period of 24 months of equal monthly payments of
principal plus interest amounts until paid in full.  In addition to
and not in substitution for the regular monthly payments of
principal plus accrued interest, the Company is required to make a
final payment equal to 4% of the original principal amount of the
Term Loan.  Additionally, the Company may prepay all, but not less
than all of the Term Loan at any time upon 30 days' prior notice to
SVB.  Any such prepayment would require, in addition to payment of
principal and accrued interest as well as the Final Payment Fee, a
prepayment fee, in the amount of (a) $165,000 if the prepayment
occurs prior to the 1st anniversary of the Effective Date; (b)
$110,000 if the prepayment occurs on or after the 1st anniversary
of the Effective Date but prior to the 2nd anniversary of the
Effective Date; or (c) $55,000 if the prepayment occurs on or after
the 2nd anniversary of the Effective Date.

The Company's obligations under the SVB Loan Agreement are secured
by a first priority security interest in cash held at an account
with SVB, the Collateral Account.  The Company is obligated to
maintain sufficient cash in the Collateral Account at all times in
an amount greater than the outstanding balance of the Loan.

The SVB Loan Agreement contains customary affirmative and negative
covenants which, among other things, limit the Company's ability to
(i) incur additional indebtedness, (ii) pay dividends or make
certain distributions, (iii) dispose of its assets, grant liens or
encumber its assets or (iv) fundamentally alter the nature of its
business.  These covenants are subject to a number of exceptions
and qualifications.

The SVB Loan Agreement also contains customary events of default,
including among other things, the Company's failure to make any
principal or interest payments when due, the occurrence of certain
bankruptcy or insolvency events or its breach of the covenants
under the SVB Loan Agreement.  Upon the occurrence of an event of
default, SVB may, among other things, accelerate the Company's
obligations under the SVB Loan Agreement.

A full-text copy of the Loan and Security Agreement is available
for free at https://is.gd/7M8ELC.

In connection with the entry into the SVB Loan Agreement, the
Company used the proceeds of the Term Loan plus cash on hand to
repay its remaining obligations in the amount of $5.9 million under
its existing loan agreement and two amendments with Western
Alliance Bank and Solar Capital Ltd. and Western Alliance, as
Collateral Agent.

                 About Sunesis Pharmaceuticals

Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- is a biopharmaceutical company
developing new targeted therapeutics for the treatment of
hematologic and solid cancers.  Sunesis has built an experienced
drug development organization committed to improving the lives of
people with cancer.  The Company is focused on advancing its novel
kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib.  Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies.  The Company's proprietary PDK1
inhibitor SNS-510 is in preclinical development.  PDK1 is a master
kinase that activates other kinases important to cell growth and
survival including members of the AKT, PKC, RSK, and SGK families.
Sunesis is exploring strategic alternatives for vosaroxin, a
late-stage investigational product for relapsed or refractory AML.
Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which
is licensed to Takeda.  TAK-580 is in a clinical trial for
pediatric low-grade glioma.

Sunesis incurred a net loss of $26.61 million in 2018, following a
net loss of $35.45 million in 2017.  As of Dec. 31, 2018, Sunesis
had $15.32 million in total assets, $11.33 million in total
liabilities, and $3.99 million in total stockholders' equity.

Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.


SUNGLO HOME: Taps Enrique Ledesma as Accountant
-----------------------------------------------
Sunglo Home Health Services, Inc., received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Enrique
Ledesma to provide accounting services in the ordinary course of
its business.

Mr. Ledesma, a certified public accountant, will prepare the
Debtor's 2018 annual IRS tax return for a flat fee of $3,025.

Mr. Ledesma does not hold any interest adverse to the Debtor,
creditors or other "parties in interest," according to court
filings.

               About Sunglo Home Health Services

Sunglo Home Health Services, Inc. -- http://www.sunglohhs.com/--
is a home health care services provider that offers a variety of
programs to assist the aging and disabled in sustaining an improved
quality of life.  With more than 27 years of experience, Sunglo
offers adult daycare, nurses, nursing aides, therapies, domestic
help and spiritual support.  

Based in Harlingen, Texas, Sunglo Home Health Services, Inc., d/b/a
Sunglo Adult Day Care VIII; d/b/a Sunglo Adult Day Care II; d/b/a
Brighten Academy filed a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 19-10061) on Feb. 14, 2019, and disclosed $476,699 in
assets and $1,540,810 in liabilities.  The petition was signed by
Linda Salazar, vice president.  The Debtor is represented by Jana
Smith Whitworth, Esq. at JS Whitworth Law Firm, PLLC.


T-MOBILE US: Fitch Affirms LT IDR at 'BB+(EXP)', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed T-Mobile US, Inc.'s long-term Issuer
Default Rating at 'BB+(EXP)'. The recovery rating on the T-Mobile
USA, Inc. senior notes is revised to 'RR3' from 'RR4'. The expected
ratings are contingent on the merger between T-Mobile and Sprint
being approved and a final committee review by Fitch to assess any
change in assumptions that may have occurred from the time the
merger was announced. Fitch has also affirmed T-Mobile's proposed
secured credit facility, secured term loan and secured notes at
'BBB-/RR1(EXP)'. The one-notch uplift reflects superior recovery
prospects at the senior secured level of the pro forma capital
structure incorporating the value of the combined wireless network,
subscriber base and spectrum portfolio. The aforementioned expected
ratings are for a merged T-Mobile-Sprint entity. If the merger does
not occur, the expected rating for T-Mobile could be different.

Transaction closing is subject to regulatory approval and other
customary closing conditions. T-Mobile expects regulatory approval
from the DOJ and FCC in the first half of 2019. Pro forma for the
transaction, gross core telecom leverage (adjusted debt-to-EBITDAR)
would be high at transaction close, based on Fitch adjustments,
approaching 5x. Fitch expects material deleveraging during the two
years post close due to debt reduction and EBITDA growth to reduce
leverage to the low 4x range.

KEY RATING DRIVERS

Combination Drives Scale Benefits: A T-Mobile and Sprint
combination is expected to create significant scale, asset and
synergy benefits that should materially improve the combined
entities' long-term competitive position, particularly for 5G
network capabilities. T-Mobile is expected to target new and/or
improved growth opportunities across multiple segments including
broadband replacement, enterprise, rural, internet of things and
over-the-top video. The larger combined spectrum portfolio and
selective rationalization of Sprint's network should materially
enhance and further densify T-Mobile's existing network, resulting
in greater speed, capacity, capabilities and geographic reach.

Significant Regulatory Uncertainty: The process to obtain
regulatory approval of the horizontal consolidation between
T-Mobile and Sprint has been lengthy and remains uncertain given
the material antitrust concerns. Fitch believes regulatory approval
will be dependent on the regulatory lens used to analyze the
transaction. Factors for merger approval could include a view on
the broader market that incorporates wireless and wireline
convergence, current state of the wireless competitive environment
and considers the oligopolistic landscape for in-home broadband,
which is currently dominated by cable operators' distinct
infrastructure advantage. Regulators would have several options for
potential remedies if the transaction is approved. These could
include spectrum divestitures, prepaid brand divestitures, rural
broadband coverage deployment milestones, fixed wireless (broadband
replacement) deployment milestones and mobile virtual network
operator considerations.

Substantial Synergies, Material Execution Risk: The combined
company expects to create substantial value for T-Mobile and Sprint
shareholders through an expected $6+ billion in run rate cost
synergies, representing a net present value of $43+ billion. Fitch
believes these synergies are largely achievable due to good line of
sight on network-related cost reductions that constitute the
majority of cost benefits. Given the scope of the transaction,
execution risk with network decommissioning and subscriber
migration to T-Mobile's network is high. Partly mitigating this
risk, Fitch believes T-Mobile has a good integration track record
following past acquisitions.

Material Deleveraging Expected: T-Mobile's pro forma gross core
telecom leverage (adjusted debt/EBITDAR) would be high at
transaction close, based on Fitch adjustments, approaching 5x.
Fitch believes significant deleveraging would occur due to
substantial cost synergies and subscriber growth that is expected
to drive material EBITDA growth. Fitch anticipates excess cash
would be used to repay maturing and prepayable debt with gross core
telecom leverage estimated in the lower 4x range by the end of
2021. The forecast does not assume any material divestitures that
could be required if regulators condition their approval.

Secured Debt Notching: The T-Mobile USA secured debt is expected to
be guaranteed on a secured basis by all wholly owned domestic
restricted subsidiaries of T-Mobile and Sprint except that at
Sprint Corp., Sprint Communications, Inc. and Sprint Capital Corp.,
the guarantees would be unsecured due to secured debt restrictions
in the Sprint senior notes indentures. For rated entities with IDRs
of 'BB-' or above, Fitch does not perform a bespoke analysis of
recovery upon default for each issuance. Instead, Fitch uses
notching guidance whereby an issuer's secured debt can be notched
by up to two rating levels, but the notching is capped at 'BBB-'
for IDRs between 'BB+' and 'BB-'. The expected secured debt (credit
facility, term loan and notes) at T-Mobile would receive a
one-notch uplift from the IDR reflecting superior recovery
prospects at the senior secured level of the pro forma capital
structure incorporating the value of the combined wireless network,
subscriber base and spectrum portfolio.

Unsecured Debt Notching: With T-Mobile's expected secured leverage
materially less than 4x and strong underlying asset value, Fitch
does not view structural subordination as being present to where
recovery prospects at the unsecured level are impaired. T-Mobile
USA senior notes receive guarantees from its subsidiaries and
T-Mobile US. As a result of the merger agreement, T-Mobile USA
senior unsecured notes are also expected to receive unsecured
guarantees from all wholly-owned domestic restricted subsidiaries
of Sprint subject to customary exceptions.

T-Mobile US, Inc. and T-Mobile USA, Inc. are expected to provide
downstream unsecured guarantees to the senior notes at Sprint
Corp., SCI and Sprint Capital Corp. As contemplated, the
cross-guaranty structure would result in a ratings equalization for
the Sprint and T-Mobile's senior notes. However, given the
guarantee structure, Fitch views the T-Mobile USA senior notes as
having a structurally superior position with respect to recovery
value. Consequently, supported by the strong underlying asset
value, the T-Mobile USA senior notes would have a 'RR3' recovery.

Parent Support: Fitch views a moderate parent subsidiary linkage
exists for the merged T-Mobile, resulting in a one-notch uplift to
the standalone IDR. The cross-guaranty structure would equalize the
IDRs of Sprint and T-Mobile. The operational and strategic linkages
are strong combined with material benefits derived from Deutsche
Telekom AG ownership through combined global purchasing scale that
provides significant benefits for network, handset and general
procurement.

Further support comes through expected DT parent-held debt of $6
billion, strong involvement of T-Mobile's board and potential
benefits from SoftBank's numerous strategic investments. DT is
expected to consolidate T-Mobile's financials and have perpetual
voting proxy over SoftBank's T-Mobile shares subject to certain
conditions. Both parents will also be subject to four-year equity
lockup agreements. Legal linkages with T-Mobile are weak given the
lack of parent guarantees or cross default to parent debt.

DERIVATION SUMMARY

On a consolidated basis, a Sprint/T-Mobile combination would have a
materially improved business profile that would enhance its
competitive position relative to Verizon Communications Inc.
(A-/Stable) and AT&T Inc. (A-/Stable) as on a standalone basis,
both Sprint and T-Mobile lack sufficient scale and resources to
compete across certain market segments. The combination would
enable T-Mobile to expand growth opportunities into other sub
segments including video, broadband, enterprise, rural and IoT.
Verizon's rating reflects the relatively strong wireless
competitive position, as demonstrated by its high EBITDA margins,
low churn, extensive national coverage and lower leverage. AT&T's
ratings reflect its large scale of operations, diversified revenue
streams by customer and technology, and relatively strong operating
profitability.

T-Mobile has generated strong operating momentum during the past
several years due to a well-executed challenger strategy that has
taken material market share from the other three national operators
and caused both AT&T and Verizon to more aggressively adapt and
respond to these offerings (equipment installment and unlimited
data plans). A combined Sprint and T-Mobile postpaid wireless
business would have similar wireless scale as AT&T but would be
materially smaller than Verizon. Over time, given the strong
subscriber momentum underpinned by its Un-carrier branding
strategy, Fitch expects T-Mobile would continue to close the share
gap against its two larger peers. T-Mobile would have moderately
larger scale than Charter Communications Operating, LLC's
(BB+/Stable) with a relatively similar profile for gross leverage
(total adjusted debt to EBITDAR) and lower secured leverage.

KEY ASSUMPTIONS

Fitch's key assumptions for T-Mobile's pro forma financial forecast
include:

  -- Total pro forma service revenues in the mid-$50 billion
     range.

  -- Total debt (excluding tower obligations) expected in the
     range of $75 billion-$77 billion including an expected
secured
     debt mix in the mid-$30 billion range at close, which could
     increase up to $42 billion.

  -- EBITDA in the lower-$20 billion range.

  -- Long-term annualized run-rate synergies in the $6 billion
     range.

  -- Cash costs to achieve integration and synergies of
approximately
     $15 billion with integration expected over a three- to
     four-year period.

  -- Pro forma gross core telecom leverage (adjusted debt/EBITDAR)

     approaching 5x, deleveraging to the low-4x range by the end of
2021.

  -- The forecast does not assume any material divestitures that
     could be required if regulators approve the transaction.

RATING SENSITIVITIES

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

  -- Strong execution and progress on Sprint integration plans
     while limiting disruption in the company's overall operations

     that materially reduces execution risk.

  -- A strengthening operating profile as the company captures
     sustainable revenue and cash flow growth due to realized
synergy
     cost savings and continued strong operating momentum due to
     increased postpaid and prepaid subscribers.

  -- Reduction and maintenance of gross core telecom leverage
     (total adjusted debt/EBITDAR) below 4.0x.

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

  -- Additional leveraging transaction or adoption of a more
aggressive
     financial strategy that increases gross core telecom leverage
     (adjusted debt/EBITDAR) beyond 5x on a sustained basis in the

     absence of a credible deleveraging plan.

  -- Weakening of parent support that results in Fitch assessing a

     moderate linkage no longer exists.

  -- Perceived weakening of its competitive position; lack of
execution
     on integration plans or failure of the current operating
strategy
     to produce sustainable revenue, strengthening of operating
margins
     and cash flow growth.

LIQUIDITY

Strong Liquidity: Fitch expects the combined entity would have
substantial liquidity and diversified market access to
appropriately manage liquidity risks. Balance sheet cash is
expected to be roughly $10 billion with secured revolver
availability of $4 billion at transaction close. FCF generation is
expected to increase materially with company estimates in the $10
billion-$11 billion range in the three or four years after the
close, driven by the realization of run-rate cost synergies and tax
reform benefits. Consequently, T-Mobile's liquidity position
greatly enhances financial flexibility throughout the integration
process given the uncertainties around the level and timing of cash
requirements and the larger debt maturity towers due in part to
legacy capital structures, principally after 2020.

In connection with the merger agreement, T-Mobile entered into a
commitment letter for up to $38 billion in secured and unsecured
debt financing including a $19 billion, 364-day secured bridge loan
facility, $7 billion seven-year secured term loan facility, $4
billion five-year secured revolving credit facility and an $8
billion unsecured bridge loan facility. On June 6, 2018, T-Mobile
reduced the commitments under the amended and restated commitment
letter by $8 billion, such that the remaining size of the
commitments is $30 billion, including a $4 billion secured
revolving credit facility, a $7 billion secured term loan facility
and a $19 billion secured bridge loan facility. Sprint and T-Mobile
amended the indentures at the issuing subsidiaries including Sprint
Capital Corp., Sprint Corp., Sprint Spectrum, SCI and T-Mobile USA.
The amendments include changing the definition of change of control
to explicitly exclude a Sprint/T-Mobile combination, modifying
restrictions involving consolidation, mergers and transfers of
property and assets, changing the definition of permitted holder,
and changing the ratio of allowable secured debt.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following expected ratings and Outlook to
T-Mobile at the time of closing. The expected ratings are
contingent on the merger being approved and a final committee
review by Fitch to assess any change in assumptions that may have
occurred from the time the merger was announced.

T-Mobile US, Inc.

  -- IDR at 'BB+(EXP)'.

T-Mobile USA, Inc.

  -- IDR at 'BB+(EXP)';

  -- Secured revolving credit facility at 'BBB-/RR1(EXP)';

  -- Secured term loan B at 'BBB-/RR1(EXP)';

  -- Secured notes at 'BBB-/RR1(EXP)';

  -- Senior notes at 'BB+(EXP)'/revised to 'RR3' from 'RR4'.

The Rating Outlook is Stable.


TAPSTONE ENERGY: S&P Cuts ICR to 'CCC+'; Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S. oil and
gas exploration and production company Tapstone Energy LLC to
'CCC+' from 'B-', and the issue-level rating on the company's
senior unsecured notes to 'CCC+' from 'B-'.

The downgrade reflects S&P's view that Tapstone Energy's continued
outspending of cash flow has resulted in limited near term
liquidity capacity and lack of long term credit facility access.
S&P's lower EBITDA projections are underpinned by
lower-than-anticipated oil mix production in the NW Scoop Stack
resulting in higher-than-anticipated debt to EBITDA levels. This
combined with $148 million of capacity on the company's
reserve-based lending facility and anticipated outspend through
next year could constrain liquidity levels. Moreover, S&P's
analysis also considers the trading levels of the company's
securities, including unsecured notes trading at approximately 75
cents on the dollar, which in S&P's view, limits Tapstone's access
to capital markets at reasonable terms.

The negative outlook reflects S&P's expectation that Tapstone will
face increasing liquidity pressures given the company's current
outspending levels and little cushion on its maximum debt to EBITDA
covenant of 4.0x, reflecting the rating agency's expectation that
debt to EBITDA could weaken to the low to mid 4.0x range as of
year-end 2020.

"We could lower the rating on Tapstone if it were to run out of
liquidity sources required to maintain maintenance capital spending
without securing an alternative liquidity source. Additionally we
would consider a downgrade if a distressed exchange or potential
restructuring appears likely over the next 12 months," S&P said.
This could occur if underlying well result were worse than
currently anticipated or if oil prices were to materially decline,
according to the rating agency.

"We could revise the rating to stable if Tapstone improved
liquidity metrics while lowering free cash flow outspend. This
would most likely occur if the company achieves
stronger-than-anticipated well results or if oil prices were to
improve substantially," S&P said.


THINGS REMEMBERED: CPO Recommends Approval of Consumer PII Sale
---------------------------------------------------------------
David N. Crapo, the appointed Consumer Privacy Ombudsman of the
estates of Things Remembered, Inc. and TRM Holdings, Corporation
filed a Report recommending the U.S. Bankruptcy Court for the
District of Delaware to approve the proposed sale and transfer of
the customer personally identifiable information (PII) to the
buyer, Enesco Properties, LLC.

The Report further recommends that within 24 hours after the
conclusion of the hearing on the proposed sale of the Debtors’
assets to the Enesco Properties, the Debtors shall clearly and
conspicuously post a notice on their website,
https://www.thingsremembered.com, advising their Customers of: (i)
the Court’s approval of the sale; (ii) the name of the buyer; and
(iii) their right to either (a) opt-out of having their PII
transferred to the Buyer or (b) have the Buyer delete and destroy
any of their PII that is transferred to the Buyer.

The CPO understands that the Customer PII will be transferred to
the buyer with the intention it will be used by the Buyer in
connection with its own personalized gift business. Accordingly, it
is unlikely that the transfer of Customer PII to the Buyer will
create a negative cost to Customers. In fact, Customers may be
disappointed that Debtors are closing and may be pleased that the
Buyer is maintaining Debtors’ personalized gift business.
Additionally, it bears noting that the scope of the PII that the
Debtors collect and retain is relatively limited. For example, the
Debtors do not retain, and are not selling, particularly sensitive
PII like payment card information, social security or other
government-issued identification numbers, or data identifying
children younger than 13 years of age.

The CPO does not foresee that the customers will experience losses
or costs if the sale of Customer PII is approved by the Court.
Accordingly, the Ombudsman does not believe that an alternative to
the sale and transfer proposed by the Debtors is necessary or
appropriate.

            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.

Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy
counsel and Kirkland & Ellis LLP serves as general bankruptcy
counsel. Berkeley Research Group, LLC serves as restructuring
advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller
Buckfire & Co., Inc. as financial advisor and investment banker;
and Prime Clerk, LLC as notice and claims agent. Davies Ward
Phillips & Vineberg LLP serves as acting Canadian counsel.

                          *     *     *

The Debtors have a stalking horse bid from Enesco LLC, an
international giftware 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.


TPC FAMILY MEDICINE: Unsecureds to Get 1% Under Plan
----------------------------------------------------
TPC Family Medicine and Urgent Care Clinic, PLLC, filed a Chapter
11 plan and accompanying disclosure statement proposing to pay
holders of general unsecured claims 1% of the allowed amount of
their claims in a single cash payment within 12 months of the
Effective Date.
Payments and distributions under the Plan will be funded by cash
generated from the Debtor's post-confirmation operations.

A full-text copy of the Disclosure Statement dated April 15, 2019,
is available at https://tinyurl.com/y3oup3gc from PacerMonitor.com
at no charge.

             About TPC Family Medicine and Urgent
                         Care Clinic PLLC

TPC Family Medicine and Urgent Care Clinic, PLLC, is a family
friendly clinic in San Antonio, Texas, offering routine physicals,
primary care physicals, school physicals, acute and chronic
illnesses care, laboratory services, disease management, patient
education, primary care, preventative care, wellness, well-woman
care, gynecological exams, pap smears, weight management, minor
surgical procedures, vaccinations or immunizations and more.

TPC Family Medicine sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51907) on Aug. 8,
2018.  In the petition signed by Christopher Montoya, managing
member, the Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million.  Judge Craig A. Gargotta
presides over the case.


UNITED CONTINENTAL: S&P Affirms 'BB' ICR, Alters Outlook to Pos.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit ratings on
United Continental Holdings Inc. and subsidiary United Airlines
Inc., and revised its rating outlook to positive from stable.

S&P also affirmed its 'BBB-' issue-level rating on secured bank
facilities with a '1' recovery rating, indicating its expectation
of very high (90%-100%; rounded estimate: 95%) recovery in a
hypothetical bankruptcy scenario, and its 'BB' issue-level rating
on senior unsecured debt with a '3' recovery rating, indicating its
expectation of meaningful (50%-70%; rounded estimate: 65%)
recovery. Also, S&P affirmed its 'BB' issue-level rating on various
airport revenue bonds of United.

It took years, some management turnover, and overcoming various
customer service embarrassments, but United is finally realizing
the potential created by its 2010 merger with Continental Airlines
Inc. The strategy to grow its midcontinent domestic hubs (Chicago,
Denver, Houston), championed by President Scott Kirby (formerly in
the same role at American Airlines Group), carries some risk of
competitive backlash, but appears to be working. And various
ongoing operational and cost initiatives are holding down nonfuel
and nonlabor operating costs.

S&P expects improving earnings and credit measures in 2019,
levelling off in 2020, based on somewhat lower fuel prices,
moderate revenue gains, and debt around current levels.


UNITED RENTALS: S&P Rates $750MM Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '5'
recovery rating to United Rentals (North America) Inc.'s (URNA)
proposed $750 million senior unsecured notes due 2030.

The '5' recovery rating indicates S&P's expectation for modest
recovery (10%-30%; rounded estimate: 25%) in the event of a payment
default. URNA is a subsidiary of Stamford, Conn.-based equipment
rental company United Rentals Inc. (URI). URI, as well as URNA's
current and future domestic subsidiaries (subject to limited
exceptions), are guarantors of the notes.

All of S&P's other ratings on URNA and URI remain unchanged.

The company plans to use the proceeds from this issuance, along
with borrowings under its asset based lending (ABL) facility, to
redeem its $850 million 5.75% senior unsecured notes due 2024. The
transaction is leverage neutral and is expected to close in the
second quarter of 2019.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- URI operates in the competitive and cyclical construction
equipment rental market. S&P's simulated default scenario
contemplates an unexpected and drastic downturn in the
nonresidential construction industry that severely strains the
company's equipment usage, rental rates, revenue, and cash flow.

-- Although S&P believes URI would likely reorganize after a
default, the rating agency uses a discrete asset value (DAV)
approach to analyze recovery prospects for most general equipment
rental providers. S&P believes this method provides a conservative
estimate of the likely value available to creditors, although
realization rates could be lower than it assumes if a large
quantity of equipment floods the market.

-- S&P's DAV starts with the net book value of the company's
assets as of March 31, 2019. The rating agency assumes balance
sheet accounts are partially diluted to reflect the assumed loss of
appraised value through additional depreciation or expected
contraction in working capital assets in the period leading up to
the hypothetical default. S&P then applies realization rates to the
assets, reflecting the friction of selling or the discounts
potential buyers or restructurers would apply in distressed
circumstances.

-- S&P assumes realization rates of 75% for rental equipment, 80%
for unsold accounts receivable (S&P excludea the assets and
liabilities related to URI's accounts receivable special purpose
entity), 65% for inventory, and 40% for other property and
nonrental equipment.

Simulated default assumptions

-- Simulated year of default: 2024
-- Jurisdiction: U.S.
-- S&P assumes the ABL facility is 60% drawn at default

Simplified waterfall

-- Net enterprise value: $6.21 billion
-- Collateral/noncollateral valuation split: 91%/9%
-- Collateral value available to first-lien lenders: $5.66
billion
-- ABL claims (60% utilization): $2.25 billion
-- Recovery expectations: Not applicable (unrated)
-- First-lien secured term loan: $970 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Collateral value available to secured noteholders: $2.44
billion
-- Secured second-lien notes: $1.02 billion
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $1.97 billion
-- Senior unsecured debt and pari passu claims: $7.3 billion
-- Recovery expectations: 10%-30% (rounded estimate: 25%)
Note: All debt amounts include six months of prepetition interest.

  Ratings List
  United Rentals (North America) Inc.

  Issuer Credit Rating           BB/Stable/--
  
  New Rating
  United Rentals (North America) Inc.

  Senior Unsecured
  US$750 mil sr nts due 01/15/2030 BB-
  Recovery Rating                 5(25%)


WHITTY IT SOLUTIONS: Taps Odin Feldman as Legal Counsel
-------------------------------------------------------
Whitty IT Solutions LLC received approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Odin, Feldman &
Pittleman, P.C., as its legal counsel.

The firm will advise the Debtor of its rights, powers and duties
under the Bankruptcy Code; represent the Debtor in negotiation with
its creditors; prepare a bankruptcy plan; give advice concerning
the sale of its assets and financing transactions; and provide
other legal services in connection with its Chapter 11 case.

The hourly rates range from $300 to $550 for the firm's
shareholders, $185 to $375 for associates, and $115 to $190 for
paraprofessionals.

The attorneys and paralegal who will be providing the services
are:

     Lauren McKelvey                  $395
     Alexander Laughlin               $425
     Bradley Jones                    $290
     Patricia Naughten, Paralegal     $190

Prior to the petition date, the Debtor paid the firm an initial
retainer of $30,000.

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

The firm can be reached through:

     Lauren Friend McKelvey, Esq.
     Alexander M. Laughlin, Esq.
     Bradley D. Jones, Esq.
     Odin, Feldman & Pittleman, P.C.
     1775 Wiehle Avenue, Suite 400
     Reston, VA 20190
     Phone: 703-218-2135 (McKelvey)
     Phone: 703-218-2134 (Laughlin)
     Phone: 703-218-2176 (Jones)
     Fax: 703-218-2160
     E-mail: Lauren.McKelvey@ofplaw.com
     E-mail: Alex.Laughlin@ofplaw.com
     E-mail: Brad.Jones@ofplaw.com

                     About Whitty IT Solutions

Whitty IT Solutions LLC is a Georgia Limited Liability Company
engaged in the business of serving contracts in the Technology,
Cyber Security, Risk Management, and Data Hosting Fields.  Whitty
IT Solutions LLC's primarily works as a subcontractor on various
government contracting projects but also provides technological
solutions, subject matter expertise, and customized trainings,
products and engineering solutions to Federal, State and Commercial
markets.  All of their contracts are currently in Northern
Virginia.

Whitty IT Solutions LLC filed a Chapter 11 petition (Bankr. Case
No. 19-10673) on March 4, 2019.  In the petition signed by its
founder/CEO, Charlie Whitfield, the Debtor estimated under $500,000
in assets and under $1 million in debt.  The Debtor is represented
by Odin Feldman & Pittleman PC.


WIT'S END: JM Partners Objects to Plan, Disclosure Statement
------------------------------------------------------------
JM Partners, LLC, as transferee of Treatment Coordination &
Advocacy and Mary Katherine, objects to the Amended Chapter 11 Plan
and Disclosure Statement filed by Wit's End Ranch Retreat, LLC, to
the extend that the Debtor is still listing them in the Plan and
Disclosure Statement under the name(s) of the original Creditors.

               About Wit's End Ranch Retreat

Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter
11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25,
2017, estimating under $1 million in both assets and liabilities.
Judge Joseph G. Rosania Jr. presides over the case.  The Debtor
hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin
Topelson Law, LLC, as special counsel.  Pinnacle Real Estate
Advisors is serving as real estate broker.


ZEP INC: Moody's Cuts CFR to Caa2 & 1st Lien Debt Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Zep Inc.'s Corporate Family
Rating to Caa2 from B3 and the Probability of Default Rating to
Caa2-PD from B3-PD. Concurrently, Moody's downgraded its first lien
senior secured credit facilities to Caa1 from B2 and second lien
term loan to Ca from Caa2. The outlook is negative.

"The downgrade reflects Zep's continued revenue and earnings
decline as well as the challenges related to its ongoing
restructuring efforts. Leverage on Moody's adjusted basis has risen
to about 10.0x for the trailing twelve months ended February 28,
2019; and we expect leverage to remain very high over the next 12
to 18 months. We view its current capital structure as becoming
increasingly unsustainable given the continued decline in
earnings," said Joanna Zeng O'Brien, Moody's lead analyst for the
company. "The downgrade also reflects its rapidly deteriorating
liquidity profile with negative free cash flow generation which
Moody's expect will persist over the next year."

The negative outlook reflects the high risk that Zep will be unable
to turn around its operating performance and address the continued
decline in earnings and negative cash flow.

Moody's took the following ratings actions:

Issuer: Zep Inc.

Corporate Family Rating, downgraded to Caa2 from B3

Probability of Default Rating, downgraded to Caa2-PD from B3-PD

Senior Secured First Lien Revolving Credit Facility, downgraded to
Caa1 (LGD3) from B2 (LGD3)

Senior Secured First Lien Term Loan, downgraded to Caa1 (LGD3) from
B2 (LGD3)

enior Secured Second Lien Term Loan, downgraded to Ca (LGD5) from
Caa2 (LGD5)

Outlook Actions:

Outlook, remains Negative

Ratings Rationale

Zep's Caa2 CFR broadly reflects its very high financial leverage
and Moody's expectation that leverage will remain very high over
the next twelve to eighteen months. Moody's adjusted debt-to-EBITDA
was about 10.0x for the trailing twelve months period ended
February 28, 2019, a level that Moody's views as indicative of an
increasingly unsustainable capital structure. The rating is also
constrained by the continued decline in the Zep's legacy business,
its exposure to volatile and currently rising raw material costs
coupled with an inability to pass on cost increases to its large
retail customers, and its elevated execution risk. The rating also
considers Zep's private equity ownership and the resultant
aggressive financial policy. However, the rating is supported by
the company's good product and end market diversification as well
as its long term relationships with top customers. The rating also
benefits from a debt profile with no near term maturities. Zep's
nearest debt maturity is in 2022 when its revolving credit facility
expires which provides them with time to address its operating
performance challenges.

The ratings could be upgraded if the company is able to generate
revenue and earnings growth with stable margins and maintain at
least adequate liquidity profile including breakeven to modestly
positive free cash flow generation.

The ratings could be downgraded if operating performance and
liquidity deteriorate further and ensuing default risk rises,
including through a distressed exchange.

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

Headquartered in Atlanta, Georgia, Zep, Inc. produces chemical
based products including cleaners, degreasers, deodorizers,
disinfectants, floor finishes and sanitizers, primarily for
business and industrial use. LTM revenue as of February 28, 2019 is
$684 million. Zep is owned by private equity firm New Mountain
Capital, LLC.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
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Each Tuesday edition of the TCR contains a list of companies with
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                            *********

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