/raid1/www/Hosts/bankrupt/TCR_Public/190717.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 17, 2019, Vol. 23, No. 197

                            Headlines

14095 FISH FUNDING: Gets Approval to Employ Bankruptcy Attorneys
4L TECHNOLOGIES: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
AIRXPANDERS INC: Zita Peach Quits as Director
ALLIED CONSOLIDATED: Trustee's Remaining Property Auction Okayed
AMADUES DEVELOPMENT: Case Summary & 5 Unsecured Creditors

AMERICAN PARKING: July 26 Hearing on Disclosure Statement
AMERIFIRST AUTO: Case Summary & 3 Unsecured Creditors
AMNEAL PHARMACEUTICALS: S&P Lowers ICR to 'B' on Weak Performance
AMYRIS INC: Secures $16M Credit Facility from Foris Ventures
AREABEATS PROPERTIES: Monahan Buying San Rafael Property for $2M

ARISGLOBAL HOLDINGS: S&P Assigns 'B-' ICR on Nordic Acquisition
ASH RESTAURANT: $625K Sale of All Assets to OK Cafe Approved
ATHOS MERGER: Moody's Assigns B3 CFR, Outlook Stable
AVEUM INVESTMENTS: Seeks Approval to Hire Bankruptcy Attorney
CASCADES INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR

CHINA LENDING: Forges Strategic Partnership with Rui Xin
COLONIAL OAKS: $2.2M Sale of Independence Property to Park Approved
CONGREGATION ACHPRETVIA: Seeks to Hire Loeb & Loeb as New Counsel
COOL HOLDINGS: Raises $350,000 from Private Placement
CYTORI THERAPEUTICS: All 5 Proposals Approved at Annual Meeting

D.J. SIMMONS: Trustee's $15.5K Sale of Iowa Yard to Wessco Approved
DAVID COHEN: $1.4M Sale of Valley Village Property to Tzurs Okayed
DAWSON COUNTY HOSPITAL: S&P Affirms 'CCC' 2015 GO Bond Rating
DAYCO PRODUCTS: Moody's Lowers CFR to B3, Outlook Stable
DEPENDABLE BUILDING: Case Summary & 14 Unsecured Creditors

ELK PETROLEUM: Chapter 11 Trustee, Examiner Sought
EMERGE ENERGY: Case Summary & 30 Largest Unsecured Creditors
FRESHSTART HOME: Wilhouts Buying Laguna Beach Property for $1.2M
GB SCIENCES: Incurs $24.7M Net Loss in FY Ended March 31, 2019
GVM INC: Case Summary & 20 Largest Unsecured Creditors

HERB PHILIPSON'S: July 24 Auction of All Assets Set
HERITAGE POWER: Moody's Rates New $54MM Credit Facility 'B1'
IRI HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
JPM REALTY: Aug. 29 Hearing on Disclosure Statement
JRV GROUP: Proposed Onyx/GAGP Auction of Assets Approved

K & B DIRECTIONAL: Jennings' Sale of Alba Farm Equipment Approved
KATHLEEN CAMPBELL: Private Sale of Louisville Property Approved
LIGHTNING TECHNOLOGYY: Seeks to Hire Red Hill Law Group as Counsel
LUBY'S INC: Incurs $5.30 Million Net Loss in Second Quarter
MARGIN HOLDINGS: Case Summary & 8 Unsecured Creditors

MW HEALTHCARE: Fitch Rates $43MM Series A-1 Bonds 'BB'
ONE HORIZON: Signs Consulting Agreement with One Percent
ORGANIC BOTTLE: Case Summary & 3 Unsecured Creditors
PLAINVILLE LIVESTOCK: Trustee Taps Hite Fanning as Legal Counsel
QUALITY DISTRIBUTION: S&P Alters Outlook to Stable, Affirms B- ICR

SAFE HAVEN: Sale of Two Bellevue Practices Approved
SANCHEZ ENERGY: Elects Not to Make Notes Interest Payment
SEARS HOLDINGS: Modifies Plan to Reflect Non-Substantive Changes
SOFTWARE OPS: Aug. 29 Hearing on Disclosure Statement
SUGARLOAF HOLDINGS: Sept. 17 Hearing on Disclosure Statement

SUNESIS PHARMACEUTICALS: Aisling Has 10% Stake as of July 15
TAYLOR BUILDING: Case Summary & 20 Largest Unsecured Creditors
TELEXFREE LLC: Trustee's $480K Sale of Coconut Creek Property OK'd
TPC GROUP: Moody's Rates $930MM Sr. Sec. Notes B2, Outlook Stable
VERITY HEALTH: $30K Sale of All Assets of VMF's Medical Clinics OKd

VOYAGER AVIATION: Fitch Affirms BB- LT IDR, Outlook Stable
W3 TOPCO: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
WINDSOR MARKETING: July 19 Plan Confirmation Hearing
WJA ASSET: Luxury May Reallocate Previously OK'd Expenditures
WP CPP: Moody's Rates $50MM 1st Lien Term Loan Due 2025 'B2'


                            *********

14095 FISH FUNDING: Gets Approval to Employ Bankruptcy Attorneys
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The 140905 - A Fish Funding Trust received approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
William McLaughlin and Craig Winslow as bankruptcy attorneys.

Both attorneys will provide services in connection with the
Debtor's Chapter 11 case, which include the preparation of a
reorganization plan and assistance with respect to the sale of its
assets and the preparation of its operating reports.

The Legacy Group Inc., the Debtor's trustee, paid the attorneys an
initial retainer of $12,000.

Messrs. McLaughlin and Winslow are "disinterested" as defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.

Mr. McLaughlin maintains an office at:

     William F. McLaughlin, Esq.
     Law Offices of William F. McLaughlin, Esq.
     1305 Franklin Street, Suite 311
     Oakland, CA 94612
     Telephone: (510) 839-4456
     Email: mcl551@aol.com

Mr. Winslow maintains an office at:

     Craig V. Winslow, Esq.
     630 No. San Mateo Drive
     San Mateo, CA 94401
     Telephone: (510) 839-4456
     Email: craig@cvwlaw.com

               About The 140905 - A Fish Funding Trust

The 140905 - A Fish Funding Trust sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41103) on
May 13, 2019.  At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000.  The case is assigned to Judge Roger L. Efremsky.  The
Debtor is represented by William F. McLaughlin, Esq., and Craig V.
Winslow, Esq.


4L TECHNOLOGIES: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings for 4L
Technologies Inc., including the company's Corporate Family Rating
to Caa3 from B3 and the Probability of Default Rating to Caa3-PD
from B3-PD, and the rating for 4L Tech's senior secured first lien
term loan to Caa3 from B3. The outlook has been revised to negative
from stable.

"The downgrade reflects the likelihood of a default is high given
the recent downward revision in earnings guidance following the
loss of business and pricing pressure in both the imaging and
wireless segments combined with the maturity of the first lien term
loan in May 2020 that will put pressure on the business. The
company's hiring of restructuring advisors, request to meet with
lenders in a few weeks, and challenges refinancing the term loan
indicate a restructuring will occur soon ," said Moody's analyst
Andrew MacDonald. "We also remain concerned about the longer-term
business viability as a result of more limited visibility into
forward financial performance and related uncertainties given the
unexpected operating developments," added MacDonald.

Concurrently, the ratings on the senior secured first lien credit
facilities due 2022 will be withdrawn as the proposed transaction
was not completed.

Downgrades:

Issuer: 4L Technologies Inc.

Probability of Default Rating, Downgraded to Caa3-PD from B3-PD

Corporate Family Rating, Downgraded to Caa3 from B3

Gtd Senior Secured 1st Lien Term Loan due May 2020, Downgraded to
Caa3 (LGD4) from B3 (LGD4)

Outlook Actions:

Issuer: 4L Technologies Inc.

Outlook, Changed To Negative From Stable

Withdrawals:

Issuer: 4L Technologies Inc.

Gtd Senior Secured 1st Lien Revolving Credit Facility due 2022,
Withdrawn , previously rated B3 (LGD4)

Gtd Senior Secured 1st Lien Term Loan due 2022, Withdrawn ,
previously rated B3 (LGD4)

RATINGS RATIONALE

4L Tech's Caa3 CFR largely reflects the high balance sheet
restructuring risk because of a levered balance sheet and near term
debt maturities, and the ongoing business and execution risk as
management evaluates its strategic options following the loss of
customers and elevated pricing pressure. High business risk is
inherent in the mature printing market and highly competitive
nature of the company's wireless segment, both of which experienced
revenue declines in recent years. The rating is also constrained by
the company's small revenue size, high customer concentration and
limited end market diversification. While the company has shown
considerable margin improvement after recovering from operational
challenges in 2017, the wireless segment remains intensely
competitive due to high supplier fragmentation. Also, the company's
imaging segment faces a secular decline because of the steady
reduction in print volumes that will generally require market share
gains to stem revenue erosion. 4L Tech's aggressive financial
policies, evidenced by its private equity ownership and history of
shareholder distributions and large debt-funded acquisitions,
serves to further constrain the rating.

The company has made headway in operational improvements within the
wireless business and cost reduction initiatives in its imaging
business should help partially mitigate margin pressure. Also
lending support to the rating is the company's leading market
position in print cartridge collection and remanufacturing.
However, the operating challenges driving the company's downward
earnings guidance for 2019 creates high uncertainty that the
company can stem margin erosion. The company's large cash balance
of $189 million as of March 31, 2019, which excludes an expected
$44.6 million excess cash flow sweep payment, is not sufficient to
address the term loan maturity but nonetheless provides some
liquidity to support operations until the debt matures next year or
a restructuring is executed. Moody's currently expects a family
recovery in the 50% range given the cash balance and a modest
multiple of the anticipated earnings base.

The negative outlook reflects that the expected erosion of the
company's earnings and cash flow as its customers move business
away could result in a reduction in the recovery rate assumption or
further increase in default risk.

The ratings could be downgraded if Moody's expects sustained
negative free cash flow, the company loses or experiences
additional significant volume loss at another major customer, or
liquidity deteriorates. Ratings could also be downgraded if the
default risk increases further or recovery estimates decline. An
upgrade is unlikely but could if the company is able to stabilize
and improve its revenue and earnings, address its debt maturity and
reduce its debt burden.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

4L Technologies Inc. collects, remanufactures and distributes laser
and inkjet printer cartridges and wireless devices through
manufacturing facilities in the United States, Mexico, Europe, and
Asia regions. The company's main customers include leading office
product retailers and wireless carriers in the United States. 4L
Tech has been majority-owned by Golden Gate Private Equity, Inc.
since 2010. For the twelve months ended March 31, 2019, the
company's reported revenue was $800 million.


AIRXPANDERS INC: Zita Peach Quits as Director
---------------------------------------------
Zita Peach resigned as a director of AirXpanders, Inc. effective on
July 15, 2019.  There were no disagreements between Ms. Peach and
the Company on any matter relating to the Company's operations,
policies or practices that resulted in his resignation, according
to the Company's Form 8-K filed with the Securities and Exchange
Commission.

                        About AirXpanders

Founded in 2005, AirXpanders, Inc. -- http://www.airxpanders.com/
-- designs, manufactures and markets innovative medical devices to
improve breast reconstruction.  The Company's AeroForm Tissue
Expander System is used in patients undergoing two-stage breast
reconstruction following mastectomy.  Headquartered in San Jose,
California, AirXpanders' vision is to be the global leader in
reconstructive surgery products and to become the standard of care
in two-stage breast reconstruction.  AirXpanders is a publicly
listed company on the Australian Securities Exchange under the
symbol "AXP."

AirXpanders reported net losses of $26.72 million in 2018, $28.98
million in 2017, and $19.42 million in 2016.  As of March 31, 2019,
the Company had $18.46 million in total assets, $19.77 million in
total liabilities, and a total stockholders' deficit of $1.30
million.

SingerLewak LLP, in San Jose, California, the Company's auditor
since 2013, issued a "going concern" qualification in its report
dated Feb. 27, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred net losses and cash flow deficits from
operations since its inception and has an accumulated deficit of
$122.0 million at Dec. 31, 2018.  This raises substantial doubt
about the Company's ability to continue as a going concern.


ALLIED CONSOLIDATED: Trustee's Remaining Property Auction Okayed
----------------------------------------------------------------
Judge John P. Gustafson of the U.S. Bankruptcy Court for the
Northern District of Ohio authorized Inglewood Associates, LLC, the
Trustee of the Creditor Trust, (i) to sell substantially all real
property owned by Allied Consolidated Industries, Inc. and its
subsidiaries including the non-debtor subsidiary Allied Industrial
Development Corp., Inc. which are more particularly described in
Exhibit A, by public auction, with published reserve prices; and
(ii) to employ Hanna Commercial and Chartwell Real Estate Auctions
to conduct said auction pursuant to the authority granted by the
Second Amended Joint Plan of Reorganization confirmed by prior
order of the Court and the Creditor Trust Agreement.

The Trustee will be and is authorized to sale all of the real
property described in the Motion by live auction with published
reserves as to particular lots of real property to begin Aug. 15,
2019 and at a time determined by the auctioneer after appropriate
advertising as determined by Hanna Commercial/Chartwell Real Estate
Auctions at a location or locations determined by the Auctioneer.

Such sale of real estate will be sold in an "as is, where is"
condition with no representations or warranties concerning such
properties whatsoever.

The Trustee is further directed to hold any proceeds exceeding the
obligations set forth in the Plan provisions until further order of
the Court.

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

     http://bankrupt.com/misc/Allied_Consolidated_666_Sales.pdf

               About Allied Consolidated Industries

Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities.  In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being.  The Allied companies' complex at 1999 Poland venue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.

Allied Consolidated Industries, Inc., is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.

Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case
No. 16-40675) on April 13, 2016.  The petitions were signed by John
R. Ramun, president.

The Court approved the retention of Suhar & Macejko, LLC, as
counsel for the Debtors on May 12, 2016.  The Court entered an
agreed order approving the retention of Inglewood Associates, LLC,
as turnaround managers on May 13, 2016.  The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.

The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
connection with the listing for sale of 240 acres of properties for
a listing period through June 30, 2017.

On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors.  On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.

On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.

On June 19, 2017, the Court confirmed the Debtor's Second Amended
Joint Plan of Reorganization. Thereafter the Creditor Trust was
created in accordance with Article 8 of the Plan and the Trust
Agreement.  John Lane was appointed as Trustee.

The estates of each of the Debtors were substantively consolidated
into the estate of Allied Consolidated Industries, Case No.
16-40675.


AMADUES DEVELOPMENT: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: Amadues Development LLC
        c/o Jian Liu
        14306 Cartwright Way
        Gaithersburg, MD 20878

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

Chapter 11 Petition Date: July 15, 2019

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Case No.: 19-19515

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Justin Philip Fasano, Esq.
                  MCNAMEE, HOSEA, JERNIGAN,
                  KIM, GREENAN & LYNCH, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: 301-441-2420
                  Fax: 301-982-9450
                  E-mail: jfasano@mhlawyers.com

                     - and -

                  Janet M. Nesse, Esq.
                  MCNAMEE, HOSEA, JERNIGAN,
                  KIM, GREENAN & LYNCH, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: 301-441-2420
                  E-mail: jnesse@mhlawyers.com

Total Assets: $2,094,200

Total Liabilities: $1,456,864

The petition was signed by Jian Liu, managing member.

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

          http://bankrupt.com/misc/mdb19-19515.pdf


AMERICAN PARKING: July 26 Hearing on Disclosure Statement
---------------------------------------------------------
A hearing on approval of disclosure statement explaining the
Chapter 11 Plan of American Parking System Inc. is scheduled for
July 26, 2019 at 9:30 AM at the United States Bankruptcy Court, at
Jose V. Toledo Fed Bldg & U.S. Courthouse, 300 Recinto Sur Street,
3rd Floor, Courtroom 3, San Juan, Puerto Rico.

Objections to the form and content of the disclosure statement must
be filed and served not less than fourteen (14) days prior to the
hearing.

                About American Parking System

Headquartered in San Juan, Puerto Rico, American Parking System
owns and manages parking lots.  The Company previously sought
bankruptcy protection (Bankr. D.P.R. Case No. 16-02761) on April 8,
2016.

American Parking System, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 19-02243) on April 24, 2019.  In the petition signed by
Miguel A. Cabral Veras, president, the Debtor estimated $10 million
to $50 million in both assets and liabilities.  Alexis
Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves as
bankruptcy counsel to the Debtor.


AMERIFIRST AUTO: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Amerifirst Auto Center, Inc.
        10030 NW 79th Ave.
        Hialeah, FL 33016

Business Description: Amerifirst Auto Center Inc. is a car dealer
                      in Hialeah, Florida.

Chapter 11 Petition Date: July 15, 2019

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Case No.: 19-19348

Judge: Hon. Robert A. Mark

Debtor's Counsel: David W. Langley, Esq.
                  DAVID W. LANGLEY
                  8551 W. Sunrise Blvd # 303
                  Fort Lauderdale, FL 33322
                  Tel: 954-356-0450
                  Fax: 954-356-0451
                  E-mail: dave@flalawyer.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mehdi Ghodsi, president.

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

           http://bankrupt.com/misc/flsb19-19348.pdf


AMNEAL PHARMACEUTICALS: S&P Lowers ICR to 'B' on Weak Performance
-----------------------------------------------------------------
S&P Global Ratings downgraded generic and specialty pharmaceutical
company Amneal Pharmaceuticals LLC by two notches to 'B' from
'BB-'.

The rating action came after the company lowered its 2019 guidance
for adjusted EBITDA by $175 million (about 30%) to between $425
million and $475 million and after it announced a restructuring
program aimed at reducing its annual costs by about $50 million by
2021.  Amneal indicated that it is facing pressures stemming from a
decline in revenue from its mature generic products and delays in
the launch of certain complex generics.

S&P said, "The downgrade reflects our expectation that Amneal's
leverage will remain above 6x in 2019 and 2020. Our previous rating
hinged on our assumption that the company would reduce its leverage
below 4.5x in 2019 following its 2018 combination transaction with
IMPAX.

"The stable outlook on Amneal reflects our expectation that the
company will continue to generate material free cash flow and
maintain leverage of less than 7x even as it faces continued
challenges in the generics business over the next 12 months.

"We could lower our rating on Amneal if its free cash flow
generation declines to negligible levels. This could occur if the
company's generics business continue to decline and it fails to
offset these declines by launching new products. Under this
scenario, we would expect its adjusted debt to EBTIDA to be in the
7.5x-8.0x range.

"We could raise our rating on Amneal if we gain confidence that its
EBITDA would increase materially above $500 million, reducing its
adjusted debt leverage to near 5x. This would likely require the
company to generate about $100 million of annual free cash flow.
Alternatively, we could also raise our rating if the company sells
specialty pharma assets to support material deleveraging."


AMYRIS INC: Secures $16M Credit Facility from Foris Ventures
------------------------------------------------------------
Amyris, Inc., disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into a credit agreement on July
10, 2019, with Foris Ventures, LLC, an entity affiliated with
director John Doerr of Kleiner Perkins Caufield & Byers, a current
stockholder, and an owner of greater than five percent of the
Company's outstanding common stock, to make available to the
Company an unsecured credit facility in an aggregate principal
amount of $16.0 million.  On July 10, 2019, the Company borrowed
$8.0 million under the Credit Facility and issued to Foris a
promissory note in the principal amount of $8.0 million.  The Note
(i) accrues interest at a rate of 12.5% per annum from and
including July 10, 2019, which interest is payable on the maturity
date or the earlier repayment or other satisfaction of the Note,
and (ii) matures on Dec. 31, 2019.  The Company may at its option
repay the amounts outstanding under the Note before the Maturity
Date, in whole or in part, at a price equal to 100% of the amount
being repaid plus accrued and unpaid interest on such amount to the
date of repayment.  In addition, Foris may pay the exercise price
for any shares of Common Stock issuable upon exercise of any
warrant held by Foris by surrendering to the Company all, or any
portion, of the Note and all or such portion of the Note, as
applicable, will be cancelled in exchange for the payment of the
exercise price for such shares of Common Stock. The Credit
Agreement and the Note contain customary terms, provisions,
representations and warranties, including certain events of default
after which the Note may be due and payable immediately.

The Company expects to close the remaining portion of the Credit
Facility by July 29, 2019, subject to customary closing
conditions.

                         Warrant Amendment

As previously reported, on Aug. 17, 2018, the Company issued to
Foris a warrant to purchase 4,877,386 shares of Common Stock at an
exercise price of $7.52 per share, with an exercise term of 21
months from issuance.  

On July 10, 2019, in connection with the entry into the Credit
Agreement, the Company and Foris amended the Warrant to reduce the
exercise price of the Warrant from $7.52 per share to $2.87 per
share.

                            About Amyris

Amyris, Inc., based in Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets.  The Company's proven technology platform
enables it to rapidly engineer microbes and use them as catalysts
to metabolize renewable, plant-sourced sugars into large volume,
high-value ingredients.  The Company's biotechnology platform and
industrial fermentation process replace existing complex and
expensive manufacturing processes.  The Company has successfully
used its technology to develop and produce five distinct molecules
at commercial volumes.

The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.

Amyris reported net losses attributable to the company of $72.32
million in 2017, $97.33 million in 2016, and $217.95 million in
2016.  As of Sept. 30, 2018, Amyris had $122.7 million in total
assets, $323.3 million in total liabilities, $5 million in
contingently redeemable common stock, and a total stockholders'
deficit of $205.6 million.


AREABEATS PROPERTIES: Monahan Buying San Rafael Property for $2M
----------------------------------------------------------------
Areabeats Properties, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to authorize the sale of the real
property and improvements located at 917-919 4th Street, San
Rafael, California, APN 011-263-08, to Monahan Pacific Corp. or its
assignee for $1.95 million, subject to overbid.

A hearing on the Motion is set for Aug. 1, 2019 at 10:00 a.m.

Among the assets of the Debtor’s bankruptcy estate is the
Property.  

The Property is encumbered by the following liens, in descending
order of priority:

     a. A lien to County of Marin for unpaid property taxes for
fiscal year 2018-19 in the amount of approximately $30,000;

     b. A lien to County of Marin for unpaid property taxes for
fiscal year 2016-17 in the amount of approximately $58,000;

     c. A deed of trust in favor of RCU recorded Oct. 22, 2010,
securing payment of a debt in the approximate amount of $907,000;

     d. A deed of trust in favor of The Mortgage Capital
Development Corp. recorded Oct. 22, 2010, securing payment of a
debt in the approximate amount of $569,000; and

     e. A deed of trust in favor of RCU recorded Nov. 9, 2012,
securing payment of a debt in the approximate amount of $750,000.

The Debtor has marketed the Property for sale.  Colliers
International Group, Inc. And Colliers Nevada, LLC, doing business
as Colliers International, the Debtor's Broker, has vigorously
marketed the Property for sale.

The Debtor has entered into an agreement with the Buyer to purchase
the Property for $1.95 million.  The Sales Agreement has a 45-day
inspection contingency and an expected closing date up to 45 days
after the satisfaction of the inspection contingency.  The parties
have executed their Sales Agreement.   The Sales Agreement is
expressly contingent on Bankruptcy Court approval, with the
possibility of overbids.

The Debtor proposes the following overbid procedures regarding the
Sales Agreement:  

     a. Qualified overbids will be considered prior to the
expiration of the time to file an objection to the Motion (July 10,
2019).  

     b. To the extent that a higher and better offer is obtained
and accepted, the Debtor will ask approval to sell the Property to
the highest and best offeror.  

     c. The minimum initial overbid will be no less than $50,000
more than the $.95 million purchase price in the Sales Agreement.
Any party wishing to submit an overbid may do so only by delivering
of such offer to the Debtor's broker, Bryan Webb, via mail or
personal delivery to 101 Second Street, 11th Floor, San Francisco,
CA 94105, no later than July 10, 2019, at 4:00 p.m.  

     d. Any offer to purchase the Property for at least the initial
overbid amount, on terms no less favorable to the estate than the
present Sales Agreement, must be submitted in writing, together
with an escrow deposit cashier's check payable to Old Republic
Title Company in the amount of at least $60,000.  The escrow
deposit check will be used to open escrow in the event the
overbidder is the prevailing bidder.  If the overbidder is not the
prevailing bidder, then the check will be returned to the
overbidder.  An overbidder must also provide telephone and email
contact information.  Finally, an overbidder must provide
documentary evidence by which the Debtor and RCU reasonably
conclude the overbidder has the ability to consummate the purchase
of the Property in the event the overbidder prevails at the
auction.  

     e. If there are overbidders, the Debtor’s attorney will
conduct an open auction process via telephone conference call at
2:00 p.m. on Thursday, July 11, 2019.  Only the Buyer and any
qualified timely overbidders may participate in the auction.
Auction bids may be made at any increments by participating
bidders.  

     f. The Debtor asksauthority to enter into back-up contracts
with bidders who did not prevail in the auction, at a sale price
equal to the bidders' last bids at the auction, such that if the
prevailing bidder does not perform, the Debtor may move forward
with a sale under the highest back-up contract. Likewise, if the
party to the highest back-up contract then does not perform, the
Debtor may move forward with a sale under the next highest back-up
contract, etc.

Via the Compromise and Settlement Agreement between the Debtor and
RCU, RCU has consented to a short sale, free and clear of RCU's
third deed of trust, although RCU retained the right to object to a
particular proposed sale.  The Debtor asks authority to convey
title free and clear of RCU's third deed of trust on the condition
the escrow officer gives RCU the net sale proceeds up to the amount
by which RCU's third deed of trust is paid in full.

                   About Areabeats Properties

AreaBeats Properties, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31137) on Oct.
18, 2018.  It filed as a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).

In the petition signed by Laura van Galen, manager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Judge Hannah L. Blumenstiel oversees the
case.  The Debtor tapped the Law Office of Steven M. Olson as its
legal counsel.

On April 12, 2019, the Court appointed Colliers International
Group, Inc., and Colliers Nevada, LLC, doing business as Colliers
International, as broker.


ARISGLOBAL HOLDINGS: S&P Assigns 'B-' ICR on Nordic Acquisition
---------------------------------------------------------------
S&P Global assigned its 'B-' issuer credit rating to Coral Gables,
Fla.-based health care information technology (IT) company
ArisGlobal Holdings LLC.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to ArisGlobal's first-lien secured revolver and
term loan and its 'CCC' issue-level rating and '6' recovery rating
to the company's second-lien secured term loan.

The rating actions follow Nordic Capital's entry into a definitive
agreement to acquire ArisGlobal for $770 million, which Nordic
Capital financed with equity and debt.

S&P said, "Our rating on ArisGlobal reflects its high leverage and
our expectation that it will employ an aggressive financial policy
given its financial-sponsor ownership. We expect the company's
adjusted leverage to be higher than 8x in 2019 and anticipate that
its leverage will remain above 6x in 2020. We also expect
ArisGlobal's funds from operations (FFO)-to-debt ratio to remain at
or below 7% for the next two years and anticipate that it will
generate about $10 million of free cash flow in 2020. Further, we
believe the company will be acquisitive and prioritize shareholder
returns over significant deleveraging.

"The stable outlook on ArisGlobal reflects our expectation that the
company will increase its revenue by about 20% annually for the
next two years as it benefits from stable demand for its
pharmacovigilance services by pharmaceutical companies and
regulatory authorities. It also reflects our expectation that the
company's EBITDA margin will remain near 30%-35% because of the
rationalization of its research and development (R&D) costs.

"We could consider lowering our rating on ArisGlobal if we expect
that it will be unable to grow and expand margins, leading to
persistent free cash flow deficits. This could occur because of
elevated competition that leads to unexpected client losses,
operational challenges that undermine the company's reputation,
and/or changes to regulatory requirements that simplify the process
for safety reporting (e.g. international harmonization of data
requirements).

"While unlikely over the next 12 months given its financial-sponsor
ownership and our expectation that it will use its excess cash
flows for acquisitions or shareholder dividends, we could consider
upgrading ArisGlobal if it establishes a track record of consistent
annual free cash flow generation in excess of $15 million." This
could occur if the company increases its revenue growth and/or
improves its operating efficiency."


ASH RESTAURANT: $625K Sale of All Assets to OK Cafe Approved
------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized ASH Restaurant Group's sale of all
assets to OK Cafe of North Ave., Inc., doing business as The Mirage
Restaurant, for $625,000, payable $450,000 at closing and the
balance of the purchase price in the amount of $175,000 to be paid
over five years with interest at the rate of 4.5% per annum.

The Sale Approval Hearing was held on July 3, 2019.

The sale is free and clear of all Liens and Claims and all such
Liens and Claims will attach to the proceeds of the Sale.  The
Assets are being sold and/or assigned "as is" and "where is"
without any representation, covenant, guaranty or warranty of any
kind or nature, whatsoever except as expressly stated in the Asset
Purchase Agreement.

The Debtor is authorized, and directed, to pay, at Closing, from
the net sale proceeds, all monetary defaults due and owing Iona
arising under the Lease through the closing of the 363 Sale (fixed
by Stipulation in the amount of $115,000, after application of the
Debtor's security deposit against such cure amounts) and to pay
Iona a consent fee of $75,000 in accordance with the Stipulation,
from the proceeds of the 363 Sale, transfer and sales taxes, if
any, at closing or as soon thereafter as practicable, if any, and
any other incidental costs of closing under the Asset Purchase
Agreement.

The Debtor will place $31,000 from the net sale proceeds in escrow
with the Reich Firm to be released from escrow upon final
adjudication or settlement of the matter pending before the Supreme
Court, County of Westchester, entitled Ash Restaurant Group, Inc.
v. Robert M. Spano Plumbing and Heating Incorporated, Index No.
51948/2019, to satisfy any Lien on the Debtor's business premises.

The Debtor will place any and all remaining net sale proceeds in
escrow with the Reich Firm pending further order of the Bankruptcy
Court with respect to the distribution thereof.

Notwithstanding anything to the contrary in Bankruptcy Rules 6004
or 6006, the Order will not be subject to the 14-day stay provided
for in such Rules, for cause, and will be effective and enforceable
immediately upon its entry.

The Debtor will file a Closing Statement with the Bankruptcy Court
not later than 10 days after the consummation of the transaction.


                   About ASH Restaurant Group

ASH Restaurant Group, filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 19-22250) on Feb. 12, 2019, disclosing
under $1 million in assets and liabilities.  The Debtor is
represented by Reich Reich & Reich, P.C.


ATHOS MERGER: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service, Inc. assigned first-time credit ratings
to pharmaceuticals-safety software provider Athos Merger Sub, LLC,
including a B3 Corporate Family Rating, a B3-PD Probability of
Default rating, B2 ratings on proposed first-lien, senior secured
debt consisting of a $30 million revolver and a $240 million term
loan, and a Caa2 rating on a proposed $50 million second-lien term
loan. Proceeds from the term loans plus new cash equity from
private equity sponsor Nordic Capital and rolled over equity from
current owners will be used to purchase ArisGlobal. Nordic Capital
will hold a roughly 70% interest in the company, while management
and current owners will retain approximately 30%. The ratings
outlook is stable.

Moody's assigned the following ratings to Athos Merger Sub, LLC:

Corporate Family Rating, assigned B3

Probability of Default Rating, assigned B3-PD

Senior secured first-lien revolving credit facility expiring 2024,
assigned B2 (LGD3)

Senior secured first-lien term loan maturing 2026, assigned B2
(LGD3)

Senior secured second-lien term loan maturing 2027, assigned Caa2
(LGD6)

Outlook, assigned stable

RATINGS RATIONALE

ArisGlobal begins its era under PE ownership with very high
leverage, which Moody's anticipates will be close to 7.5 times by
the end of 2019. ArisGlobal is a fast-growing provider of
specialized pharmacovigilance software to a concentrated base of
major and mid-sized pharmaceuticals producers, regulatory bodies,
and contract research organizations. Moody's believes that both the
pharmaceutical industry's scale and its complex and evolving
regulatory standards will stir demand for ArisGlobal's software,
which monitors and analyzes safety and compliance information after
the launch of a drug. With $100 million of annual revenues,
ArisGlobal is exceptionally small relative to the $900 million
median scale of its B3-rated peers, and relative to its customer
base -- a key rating constraint. It is nevertheless a significant
player in on-premise and cloud-based software solutions for life
sciences companies' safety IT functions, a sub-segment expected to
grow rapidly over the next few years. Moody's expects ArisGlobal's
growth to at least match the industry's. The resultant brisk,
EBITDA-driven deleveraging, to about 5.5 times on a
Moody's-adjusted basis by the end of 2020, along with expectations
for good liquidity, underpins the B3 CFR.

Moody's views ArisGlobal's liquidity as good, although the LBO's
incremental $20 million interest burden (from zero historically),
will cut free cash flow to breakeven levels over the remainder of
2019. Moody's expects annual free cash flow by 2020 of nearly $25
million, or better than 8% of debt, quite good for the ratings
category. Moody's views the $30 million revolver as ample, as
historically the company operated without one, and Moody's expects
there to be comfortable initial cushion built into the
transaction's first-lien net leverage covenant, which is in place
for the benefit of the revolver lenders only.

The stable rating outlook reflects Moody's expectation that
ArisGlobal will realize mid- to high-teens revenue growth over the
next few years. Top line growth combined with very strong, 40-plus
percent EBITDA margins will allow for quick deleveraging. Much of
the revenue growth is being driven by the conversion of the
customer base from on-premise software to a multi-tenant,
SaaS-based platform, on which a client can get continual upgrades
and, as it grows, uses the service more. As the conversion project
should be largely complete by the end of 2020, Moody's believes
revenue growth could be tempered in outlying years.

The ratings could be upgraded if ArisGlobal significantly expands
its scale and scope of service offerings, and if leverage, as
measured by free-cash-flow-to-debt, can be sustained at 8% or
better. A ratings downgrade could result if revenue growth halts
abruptly, reflective perhaps of the loss of a major customer, or if
free cash flow as a percentage of debt falls below 3%.

With Moody's expected 2019 revenues of just over $100 million,
ArisGlobal develops software that helps pharmaceutical companies
and government regulators monitor and analyze safety and compliance
information after the launch of a drug. Private equity firm Nordic
Capital owns approximately 70% of the company as the result of a
mid-2019 leveraged buyout.

The principal methodology used in these ratings was Software
Industry published in August 2018.



AVEUM INVESTMENTS: Seeks Approval to Hire Bankruptcy Attorney
-------------------------------------------------------------
Aveum Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire an attorney in
connection with its Chapter 11 case.

In an application filed in court, the Debtor proposes to employ
Evan Altman, Esq., an attorney based in Atlanta, to give legal
advice regarding its powers and duties under the Bankruptcy Code;
conduct examinations incidental to the administration of the case;
and assist in the preparation of a plan of reorganization.

The Debtor will pay Mr. Altman an hourly fee of $325.  The attorney
received a retainer in the amount of $15,000, plus the filing fee
of $1,717.

Mr. Altman disclosed in court filings that he does not represent
any interest adverse to the Debtor and its bankruptcy estate.

Mr. Altman maintains an office at:

     Evan M. Altman, Esq.
     Northridge 400
     8325 Dunwoody Place
     Building Two
     Atlanta, GA 30350
     Phone: (770) 394-6466

                    About Aveum Investments

Aveum Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60303) on July 1,
2019.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.


CASCADES INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Cascades Inc. to stable
from positive and affirmed its ratings, including its 'BB-'
long-term issuer credit rating on the company.

S&P said, "The outlook revision reflects our expectation for
Cascades to generate credit measures weaker than our previous
estimates, mainly due to debt-financed acquisitions. We now expect
the company to generate adjusted debt-to-EBITDA in the high-3x area
in 2019 and 2020, compared with our previous expectation of low 3x.
In our view, leverage at this level is not commensurate with a
higher rating, and, accordingly, we have revised the outlook to
stable."

Cascades recently announced its planned acquisition of Orchids
Paper Products' assets for US$207 million, funded by a draw on the
credit facility. The company also completed tuck-in acquisitions in
late 2018 that together led to gross debt well above S&P's previous
expectations. S&P believes the Orchids acquisition will accelerate
the modernization of the company's tissue segment and improve
operating efficiency by reducing subcontracting and logistics
costs. However, the rating agency believes the benefits will not be
fully realized till 2021, with elevated leverage amid
containerboard market conditions that have recently softened. In
S&P's view, in 2019 and 2020, the company is unlikely to generate
credit measures that the rating agency views as commensurate with a
higher rating.

Containerboard pricing has been under pressure from an influx of
new capacity, weaker global demand, and inventories near historical
high levels. Benchmark linerboard prices have declined to about
US$725 per metric ton (/ton) currently from peak levels in early
2019 of about US$755/ton. Pricing for corrugated medium declined by
US$40/ton over the same period. To put this in context: Every
US$25/ton change in containerboard prices affects Cascades' EBITDA
by C$51 million. S&P also takes into account significant new
containerboard capacity in the industry, estimated at 1.5 million
metric tons, which has been announced for 2020. In addition, S&P
assumes demand growth will continue to slow, notably linked to
China and a slowing U.S. economy. The rating agency estimates
containerboard prices will decline by 5% relative to average 2018
levels over the next two years. However, prices are unpredictable,
and S&P believes there is greater risk of further declines over the
next two years.

The stable outlook reflects S&P's expectation that in 2019 and 2020
Cascades will sustain adjusted debt-to-EBITDA in the high 3x area,
which is more in line with 'BB-' rating and incorporates potential
for volatility in input costs and packaging prices. S&P expects
EBITDA to improve in 2019 and 2020 driven by increasing cash flows
from the boxboard and tissue segments. However, the rating agency
does not expect material improvement in credit measures, given its
expectation for continued softness in the containerboard segment
and high capital spending that will limit free cash flow
generation.

S&P said, "We could lower the rating if, over the next 12 months,
we expect adjusted debt-to-EBITDA to trend toward 5x, with limited
prospects of improvement. In our view, this could occur if EBITDA
and cash flow generation come under pressure from increased input
costs or lower selling prices in containerboard. Leverage could
also increase above our threshold if capital expenditures increase
materially beyond our expectations or the company raises debt to
fund acquisitions.

"We could upgrade Cascades if, over the next 12 months, we expect
continued improvement in the company's operating performance,
combined with lower debt that would enable the company to sustain
adjusted debt-to-EBITDA below 3.5x. In this scenario, we would
expect Cascades to demonstrate a commitment to maintaining credit
measures consistently at this level. We would also expect
containerboard prices, input costs, and the company's capital
expenditures to remain about in line with our assumptions."


CHINA LENDING: Forges Strategic Partnership with Rui Xin
--------------------------------------------------------
China Lending Corporation has entered into a five-year strategic
partnership agreement with Rui Xin Insurance Technology (Ningbo)
Co., Ltd, a financial technology company providing comprehensive
insurance solutions.  Through the partnership, each party expects
to jointly grow their businesses and help each other to expand
their customer base by leveraging each other's unique and
complementary strength as well as resource in financial technology,
the consumer finance market and the insurance industry.

China Lending will work with Rui Xin to develop its own consumer
financial platform.  In collaboration with Rui Xin and its
partners, the Company expects to provide value-added consumer
financial services to insurance consumers of Rui Xin and its
partners.  Benefiting from the anticipated size of the business and
the good credit record of insurance consumers, China Lending will
improve its asset quality and maintain sustainable business growth
through the partnership.  In addition, China Lending and Rui Xin
will also explore collaboration opportunities in areas such as
insurance consumer acquisition, development of insurance products,
expansion of insurance business, and customization of consumer
financial solutions.

Moreover, China Lending will benefit from Rui Xin and its partners'
advanced technological capabilities in big data and artificial
intelligence to improve its risk management and enhance its
customer experience.

Through this partnership, Rui Xin will be able to explore new
business opportunities and increase its competency to eventually
expand its customer base in the insurance industry by benefiting
from China Lending's financial service expertise, bank credit
facility resource, and client base in certain regional markets.

Ms. Jingping Li, co-founder and chief executive officer of China
Lending, commented, "Our entering into the partnership conforms
with our long-term goal of providing individuals and enterprises in
China with our quality financial service products.  We will
continue to improve our operating efficiencies, diversify our
product offerings, and strengthen our collaborations with partners
in different segments.  Through our partnership with Rui Xin, we
will develop a customer base for consumer financial services and
serve customers with long-term financing needs.  We will also
benefit from assisting Rui Xin and its partners with the expansion
of insurance business.  Rui Xin and its partners' capabilities and
experience in applying advanced financial technologies will enhance
our risk management capability and help us to achieve innovations
of financial products to better satisfy diversified customer
demands."

"We are excited to collaborate with China Lending.  We believe the
partnership will create synergies for both parties in technological
and commercial areas.  Going forward, we will continue to promote
the integration of our resources, explore potential business
opportunities, and expand our customer bases to boost the business
growth of both parties," said Mr. Yanliang Zhuang, vice president
of Rui Xin.

                        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.

China Lending reported a net loss US$94.12 million for the year
ended Dec. 31, 2018, compared to a net loss of US$54.78 million for
the year ended Dec. 31, 2017.  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.

Friedman LLP, in 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.


COLONIAL OAKS: $2.2M Sale of Independence Property to Park Approved
-------------------------------------------------------------------
Judge Trish M. Brown of the U.S. Bankruptcy Court for the District
of Oregon authorized Colonial Oaks Mobile Home Park, LLC's sale of
the real property commonly known as 934 S. Main Street,
Independence, Polk County, Oregon, together with the fixtures and
the improvements located thereon, to Park Preservations, LLC for
$2.2 million, cash.

The Court held the Sale Hearing on June 18, 2019.

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

At closing, the sale proceeds, after payment of all prorations,
commissions and necessary closing costs, including title and escrow
fees, recording fees, and fees attributable to the sale payable to
the United States Trustee, will be paid as follows:

     a. Polk County Tax Collector will be paid $76,746, plus
interest to the date of Closing;

     b. City of Independence will be paid $10,437; and

     c. The Debtor's Counsel, Motschenbacher & Blattner LLP, will
hold all remaining sale proceeds in trust for distribution subject
to entry of a final order by the Bankruptcy Court regarding
distributions of the sale proceeds held by the Debtor's Counsel.

Amounts due to AMR or OBB will be paid when the Debtor's objections
to the claims of AMR and/or OBB have either been settled and an
Order entered by the Bankruptcy Court or determined by the
Bankruptcy Court following a hearing on the Debtor's objections to

the claims of AMR and/or OBB and an Order entered by the Bankruptcy
Court.  For the avoidance of doubt, the Acquired Assets will be
transferred to the Buyer on the Closing Date free and clear of the
AMR and OBB liens, and the Buyer will have no liability or
obligation with respect thereto.

The liens of Kenneth W. Hick and the Estate of Irwin Leitgeb are
disputed.  Payments on any of these claims, if any, will be made
pursuant to an order entered by the Bankruptcy Court.  For the
avoidance of doubt, the Acquired Assets will be transferred to the
Buyer on the Closing Date free and clear of the Kenneth W. Hick and
Estate of Irwin Leitgeb liens, and Buyer will have no liability or
obligation with respect thereto.

Susan Daniell, or another authorized representative of the Debtor,
on behalf of Debtor, is authorized to (a) to transfer, sell and
deliver to the Buyer all of the Debtors' right, title and interest
in and to the Acquired Assets, free and clear of all Interests of
any kind or nature whatsoever, (b) execute and deliver to Buyer
such documents or other instruments as may be necessary to assign
and transfer the Acquired Assets to the Buyer or to accomplish any
of the transfers contemplated by the Sale; or (c) any and all other
documents reasonably necessary to consummate all transactions
contemplated in the PSA.

The Order will be effective and enforceable immediately upon entry
and, notwithstanding the provisions of Bankruptcy Rules 6004 and
6006, the Order will not be stayed for 14 days after the entry
hereof, but will be effective and enforceable immediately upon
issuance thereof.  Time is of the essence in closing the
transactions referenced and the Debtors and the Buyer intend to
close the Sale as soon as practicable.

Any closing of the transactions set forth in the PSA will be
subject to the protections of Section 363(m) and all principles of
equitable mootness.

             About Colonial Oaks Mobile Home Park

Colonial Oaks Mobile Home Park, LLC, a single asset real estate as
defined in 11 U.S.C. Section 101(51B), has principal assets located
at 934 Main St. Independence, Oregon.

Colonial Oaks Mobile Home Park filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
18-33183) on Sept. 12, 2018.  In the petition signed by Susan
Daniell, member, the Debtor estimated $1 million to $10 million in
assets and liabilities as of the bankruptcy filing.  The case is
assigned to the Hon. Trish M. Brown.  Nicholas J. Henderson, Esq.,
at Motschenbacher & Blattner, LLP, is the Debtor's counsel.


CONGREGATION ACHPRETVIA: Seeks to Hire Loeb & Loeb as New Counsel
-----------------------------------------------------------------
Congregation Achpretvia Tal Chaim Shar Hayushor, Inc. seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire a new legal counsel in its Chapter 11 case.

In an application filed in court, the Debtor proposes to employ
Loeb & Loeb LLP to replace Perkins Coie LLP.

The firm's hourly rates are:

     Partners        $675 - $1,200
     Associates      $485 - $770
     Paralegals      $260 - $440

Schuyler Carroll, Esq., a partner at Loeb & Loeb, disclosed in
court filings that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

Loeb & Loeb can be reached through:

     Schuyler G. Carroll, Esq.
     Loeb & Loeb LLP
     345 Park Avenue
     New York, NY 10154
     Telephone: 212.407.4000
     Facsimile: 212.407.4990
     Email: scarroll@loeb.com

                 About Congregation Achpretvia

Based in Brooklyn, N.Y., Congregation Achpretvia Tal Chaim Sharhayu
Shor, Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016.  The petition was
signed by Harold Friedlander, vice president.  Judge Michael E.
Wiles oversees the case.  Congregation listed total assets of $18
million and total liabilities of $472,502.


COOL HOLDINGS: Raises $350,000 from Private Placement
-----------------------------------------------------
Cool Holdings Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it closed on July 9, 2019,
a private placement of $350,000 of 12% unsecured convertible notes.
The Notes mature 12 months from the date of issuance.  The Company
intends to seek shareholder and regulatory approvals needed to
enable the Notes and unpaid accrued interest to be converted into
shares of the Company's common stock at a price that is 20% below
the 5-day average closing price immediately prior to the date on
which such approval is obtained.  Upon receipt of the required
approvals, the principal and unpaid accrued interest of the Notes
may be converted at the election of the holders at any time after
the Approval Date.

The proceeds from the private placement were used entirely to fund
the Company's pending acquisition of Simply Mac, Inc.  The Notes
were issued in the United States pursuant to an exemption from
registration under Section 4(a)(2) of the United States Securities
Act of 1933, as amended.  The Notes were also issued offshore
pursuant to Rule 903 of Regulation S under the U.S. Securities
Act.

                       About Cool Holdings

Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company currently
comprised of OneClick, a chain of retail stores and an authorized
reseller 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.

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 March 31, 2019, Cool Holdings
had $13.89 million in total assets, $19.01 million in total
liabilities, and a total stockholders' deficit of $5.12 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.


CYTORI THERAPEUTICS: All 5 Proposals Approved at Annual Meeting
---------------------------------------------------------------
Cytori Therapeutics, Inc., reconvened its annual meeting on
July 11, 2019, at which the stockholders:

  (a) elected Richard J. Hawkins, Marc H. Hedrick, M.D., Ronald  
      A. Martell, and Gregg A. Lapointe as members of the Board
      of Directors to serve until the 2020 annual meeting of
      stockholders and until their respective successors are
      elected and qualified;

  (b) ratified the appointment of BDO USA, LLP, independent
      registered public accountants, to act as the Company's
      independent auditors for the fiscal year ending Dec. 31,
      2019;

  (c) approved the amendment and restatement of the Company's
      2014 Equity Incentive Plan;

  (d) approved an amendment to the Company's amended and restated
      certificate of incorporation, as amended, to effect, at the
      discretion of the Board of Directors, a reverse stock split
      of shares of common stock issued and outstanding or
      reserved for issuance, at an exchange ratio of not less
      than 1-for-5 and not greater than 1-for-50, such exchange
      ratio to be determined by the Board of Directors at its
      sole discretion; and

  (e) approved, on an advisory basis, the compensation of the
      Company's named executive officers.

The Restated Plan provided for an increase in the number of shares
of common stock reserved for issuance pursuant to awards thereunder
from 1,040,013 shares to 5,040,013 shares, the limit on the number
of shares that may be issued pursuant to incentive stock options
under the Restated Plan was increased from 1,040,013 shares to
5,040,013 shares, and the term of the Restated Plan was extended
through April 2029.

                        About Cytori

Based in San Diego, California, Cytori -- http://www.cytori.com/--
is developing, manufacturing, and commercializing
nanoparticle-delivered oncology drugs.  Cytori is focused on the
liposomal encapsulation of anti-neoplastic chemotherapy agents or
other drugs which may enable the effective delivery of the agents
to target sites while reducing systemic toxicity and improving
pharmacokinetics.  Cytori's pipeline consists of ATI-0918 pegylated
liposomal doxorubicin hydrochloride for breast cancer, ovarian
cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid
generic drug, and ATI-1123 patented albumin-stabilized pegylated
liposomal docetaxel for multiple solid tumors.

Cytori reported a net loss of $12.63 million for the year ended
Dec. 31, 2018 compared to a net loss of $22.68 million for the year
ended Dec. 31, 2018.  As of March 31, 2019, Cytori had $24.61
million in total assets, $20.75 million in total liabilities, and
$3.85 million in total stockholders' equity.

BDO USA, LLP, in San Diego, California, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 29, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that Cytori has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


D.J. SIMMONS: Trustee's $15.5K Sale of Iowa Yard to Wessco Approved
-------------------------------------------------------------------
Judge Joseph G. Rosania, Jr. of the U.S. Bankruptcy Court for the
District of Colorado authorized Edward B. Cordes, Chapter 11
Trustee for D.J. Simmons Co., to sell the Iowa Yard, an undeveloped
lot located in Bloomington, San Juan County, New Mexico, to Wessco,
LLC for $15,500.

The sale is free and clear of all liens, claims, and encumbrances
other than the lien for current year real property taxes, outside
the ordinary course of business, as set forth in greater detail in
the Purchase and Sale Agreement.

                        About D.J. Simmons

Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company.

D.J. Simmons and its affiliates have oil and natural gas reserves
from approximately 100 wells operated by the company, and 500 wells
operated by third parties in Colorado, New Mexico, Utah, and Texas.
Kimbeto Resources, LLC, owns 13 wells in Rio Arriba County, New
Mexico.  DJS, Inc., also operates the wells owned by Kimbeto. D.J.
Simmons Company Limited Partnership holds most of the oil and gas
and other assets.  Kimbeto holds oil, gas, and other related assets
on land owned by the Jicarilla Apache Tribe.  DJS, Inc, operates
the assets and employs a small administrative staff.

DJS Co. LP, Kimbeto and DJS, Inc. filed Chapter 11 petitions
(Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on
March 1, 2016.  The cases are jointly administered under Case No.
16-11763.

The petitions were signed by John Byrom, president of DJS, Inc.

DJS Co. LP disclosed $9.94 million in total assets and $12.9
million in total liabilities. Kimbeto disclosed $976,190 in total
assets and $9.81 million in total liabilities.

Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the
Debtors' counsel.

Edward B. Cordes was appointed as Chapter 11 trustee.  No official
committee of unsecured creditors has been appointed in the Debtors'
cases.


DAVID COHEN: $1.4M Sale of Valley Village Property to Tzurs Okayed
------------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California authorized David Cohen and Debra Cohen's
sale of the real property located at 12519 Miranda Street, Valley
Village, California to Eitan Tzur and Keran Tzur for $1,356,000.

A hearing on the Motion was held on July 3, 2019 at 1:30 p.m.
There were no overbids.  Although no overbidder appeared, the
overbid procedures are approved as set forth in the Motion, to the
extent the procedures have not already been approved.

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

The 14-day stay of the order under Federal Bankruptcy Rule of
Procedure 6004(h) is waived.

The closing date for the sale of the Property to the Buyers is July
17, 2019 or as soon thereafter as is reasonably possible.

The Debtors are authorized to be paid their homestead exemption
amount of $175,000 directly from escrow to a separate exempt
property account in their name at their direction and order.

The amount of $60,000 in estimated administrative court costs, U.S.
Trustee fees, and attorneys' fees and costs (which attorneys' fees
and costs are subject to the further order of the Court), are to be
paid directly out of escrow and deposited into the client trust
account of the Debtors' attorneys at their direction and order.

The broker's fee is authorized to be paid directly from escrow in
accordance with the Order employing the broker previously approved
by the Court.  Normal prorations, real estate taxes, and normal
escrow fees and costs, are also authorized to be paid directly from
escrow.

Any surplus remaining after all escrow disbursements are made will
be paid to the Debtor's Chapter 11 estate by wiring funds to the
Debtors in Possession’s General Account at Manufacturers Bank at
their direction and order.

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

          http://bankrupt.com/misc/David_Cohen_89_Order.pdf  

David Cohen and Debra Cohen sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 16-13132) on Nov. 22, 2017.  The Debtors tapped
Robert M Yaspan, Esq., at Law Offices of Robert M. Yaspan, as
counsel.  On May 3, 2019, Michelle Hersch of Wish Sotheby's Int.
Reality was appointed as Broker.



DAWSON COUNTY HOSPITAL: S&P Affirms 'CCC' 2015 GO Bond Rating
-------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'CCC' long-term rating on Dawson County Hospital
District, Texas' series 2015 general obligation (GO) debt.

"The outlook revision reflects the district's trend of narrowing
losses and more sustainable operations," said S&P Global Ratings
credit analyst Patrick Zagar. "The 'CCC' rating reflects the
district's improved but still significant financial challenges,
exemplified by extremely light liquidity which deteriorated swiftly
over the past several years."

The stable outlook reflects S&P's opinion that the district's
recent improvement in operations, coupled with the rating agency's
expectation that this improvement will continue, indicates that
management's actions have been effective and the organization is
moving toward sustainability. Though S&P believes the district is
still vulnerable to unexpected challenges or cash needs, the rating
agency does not believe such event is imminent over the outlook
period.


DAYCO PRODUCTS: Moody's Lowers CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Dayco Products, LLC's
Corporate Family Rating to B3 from B2, its Probability of Default
Rating to B3-PD from B2-PD and the senior secured term loan rating
to B3 from B2. The outlook is stable.

The downgrade reflects Moody's expectations that the pressures in
the aftermarket from select retailers along with a potential softer
automotive and industrial OE environment will continue to keep
Dayco's debt-to-EBITDA leverage elevated in the 6.0x range and will
result in weak free cash flow in the next 12 to 18 months.

"An unexpected drop in earnings in the aftermarket segment along
with footprint optimization costs have increased Dayco's revolver
borrowings and reduced the company's flexibility to manage through
expected softness in the automotive and industrial sectors across
the globe," says Moody's analyst Inna Bodeck.

Moody's took the following rating actions:

Issuer: Dayco Products, LLC

Corporate Family Rating, Downgraded to B3 from B2

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

$475 Million Gtd First Lien Senior Secured Term Loan due 2024,
Downgraded to B3 (LGD3) from B2 (LGD3)

Outlook, Remains Stable

RATINGS RATIONALE

Dayco's B3 CFR reflects the company's exposure to highly cyclical
end markets, modest scale relative to other global automotive
suppliers, unexpected earnings pressure in its aftermarket segment,
high debt-to-EBITDA leverage (6.2x LTM 2/28/2019 incorporating
Moody's standard adjustments and including accounts receivables
factoring program), and expectations of weak free cash flow
generation. However, Dayco's credit profile is supported by its
good position in niche power transmission products, its global
platform, although with greater reliance on the developed markets,
and diversification as a supplier to both automotive original
equipment ("OE") manufacturers and the aftermarket. The company has
significant presence in a traditionally more stable aftermarket
(40% of revenues) space. In the last three years, however, Dayco's
aftermarket segment has experienced revenue weakness as some of its
largest customers right sized their inventory levels, shifted some
product sourcing, and adopted more aggressive pricing strategies.
This year the declining sales resulted in substantially lower than
anticipated earnings, partially due to higher customer incentives
globally as a result of lower demand. Moody's does not anticipate
the pressures from Dayco's largest customers to abate.
Additionally, Dayco will have to manage through a softer automotive
environment in the next 12 months. As such, Dayco's debt-to-EBITDA
leverage will remain elevated in the 6.0x range in the next 12
months.

The stable outlook reflects Moody's expectations that Dayco will
have sufficient liquidity, including a sizable $72 million cash
balance, to address modest market softness anticipated in the
automotive and industrial space in the next 12 months. It also
incorporates Moody's expectation that cost reduction initiatives
will stabilize margins in the aftermarket segment.

The ratings could be upgraded if Dayco generates consistently
positive free cash flow (free cash flow / debt of over 3%),
sustains debt-to-EBITDA leverage below 5.5 times and
EBITA-to-interest expense above 1.5 times.

The ratings could be downgraded if slowing growth in the global
automotive or industrial markets, or challenges in the aftermarket
segment continue to pressure margins and result in
EBITA-to-interest sustained below 1.25 times or debt-to- EBITDA
below 6.5 times. Further deterioration in liquidity including an
inability to address debt maturities could also result in
downgrade.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Dayco, LLC, headquartered in Troy, MI, is a global manufacturer of
engine technology solutions targeted at primary and accessory drive
systems for the worldwide aftermarket, automotive Original
Equipment (OE), and industrial end markets. Revenues for the last
twelve month period ended February 28th, 2019 were approximately
$1.0 billion. The company is owned primarily by a consortium of
Oaktree Capital, Anchorage Capital Group, L.L.C. and TPG Capital.


DEPENDABLE BUILDING: Case Summary & 14 Unsecured Creditors
----------------------------------------------------------
Debtor: Dependable Building Services, Inc.
        1125 Tower Road
        Schaumburg, IL 60173

Business Description: Founded in 1992, Dependable Building
                      Services -- dependablebuildingservices.com
                      -- is a commercial contractor that performs
                      HVAC, electrical, fire suppression,
                      and generator service and construction.
                      The Company serves the commercial, retail,
                      industrial, and the telecom industries.
                      The Company previously sought bankruptcy
                      protection on Aug. 11, 2017 (Bankr. N.D.
                      Ill. Case No. 17-24129).

Chapter 11 Petition Date: July 15, 2019

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

Case No.: 19-19772

Judge: Hon. Deborah L. Thorne

Debtor's Counsel: Joel A. Schechter, Esq.
                  LAW OFFICES OF JOEL A. SCHECHTER
                  53 W Jackson Blvd Ste 1522
                  Chicago, IL 60604
                  Tel: 312 332-0267
                  Fax: 312 939-4714
                  E-mail: joelschechter1953@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jan Tomaselli, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at:

           http://bankrupt.com/misc/ilnb19-19772.pdf


ELK PETROLEUM: Chapter 11 Trustee, Examiner Sought
--------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
asked the Bankruptcy Court to direct the appointment of an examiner
under Section 1104(c) of the Bankruptcy Code in the Chapter 11
cases of Elk Petroleum, Inc., and its debtor-affiliates.

In a separate filing, BSP Agency, LLC, on behalf of itself and the
lenders under (i) a Term Loan Agreement, dated as of August 5,
2016, by and among Elk Petroleum, Inc., Elk Grieve Project LLC, and
Grieve Pipeline LLC, and (ii) a Guaranty Agreement, dated as of
August 5, 2016, made by EPI, sought the appointment of a Chapter 11
trustee pursuant to Section 1104(a).

The U.S. Trustee sought the appointment of an examiner in these
cases under Section 1104(c)(1) to investigate the prepetition
actions of the Debtors and report on the allegations by certain
preferred shareholders, and by BSP, in its Motion for Appointment
of a Chapter 11 Trustee, including, without limitation, the alleged
series of transactions through which the AB Parties gained certain
structural priority over EPI's general unsecured creditors,
including BSP and other lenders, and EPI's preferred shareholders.

An examiner is also needed to investigate and report on any claims
that the Debtors may hold against their current or former officers
or directors, and any claims that the Debtors propose to release as
part of their prepackaged plan, the U.S. Trustee asserts.

BSP sought the appointment of a Chapter 11 trustee because "EPI . .
. effectively gift-wrapped and delivered the Plan Debtors' most
valuable assets to their secured creditors at a substantial and
untested discount to their value under the cover of the
restructuring support agreement ("RSA") and the proposed Plan."

BSP asserted that EPI's "independent board members," about whom and
about whose appointment the Disclosure Statement makes any
disclosure, approved these transactions in less than 30 days from
their appointment to the EPI board of directors.  As further
evidence of the questionable nature of the Debtors' conduct, the
Debtors, their proposed counsel, and their chief restructuring
officer ("CRO") all expressly refused to advise BSP as to the terms
of the proposed transactions in the RSA and the Plan in the weeks
leading up to the Chapter 11 Cases, BSP added.

    Debtors, Creditors Respond to Trustee, Examiner Bids

"The Motions, although advanced by parties with disparate
interests, are rooted in the same soil: the discontent of EPI's
creditors (i.e., BSP) and preferred equity holders (i.e., the
Equity Committee's constituents). That discontent, however, has
little to do with the Debtors' current management or professionals.
What BSP and the Equity Committee really want is value," the
Debtors said in an omnibus response to the separate requests to
direct the appointment of an examiner and Chapter 11 trustee.

According to the Debtors, the value of their assets is insufficient
to provide a full recovery for the secured creditors, let alone any
recovery to BSP or the preferred equity holders.

The Debtors pointed out that the motion was filed without any real
evidentiary support, much less clear and convincing evidence.
Instead, BSP cites to events described in the Debtors' First Day
Declaration that almost all pre-date current management.  Those
limited allegations that pertain to the current Independent
Directors are primarily made "on information and belief."

AB Elk Holdings LLC and AB Co-Invest Elk Holdings LLC join in the
Debtors' omnibus response to the requests for the appointment of an
examiner and Chapter 11 trustee.

Riverstone Credit Partners-Direct, L.P., Riverstone Credit Partners
II-Direct, LP, Riverstone Strategic Credit Partners S, L.P., and
Riverstone Strategic Credit Partners A-2 AIV, L.P., a lender under
the Aneth Term Loan Facility, dispute the "remarkable allegations"
contained in the Trustee and Examiner Motions, although Riverstone
asserts that this dispute need not be considered at this juncture
as there have been several intervening developments that mitigate
the concerns raised in the Motions.

Riverstone pointed out that, in particular, the U.S. Trustee has
appointed an official committee of preferred equity security
holders; the Debtors are seeking to retain a conflicts counsel to
represent EPI; an additional independent director is being
installed on EPI's board of directors; and a special committee of
independent directors is being formed at EPI to whom conflicts
counsel will report.

The Official Committee of Preferred Equity Security Holders relates
that it has had productive conversations with the Debtors, the AB
Parties, Riverstone and BSP concerning a potential resolution of
the Trustee Motion and certain other contested matters that would,
among other things, implement structural changes to EPI's corporate
governance, launch a competitive sales process for certain of the
Debtors and/or their assets, and establish a litigation standstill
between the parties (subject to certain exceptions) to allow a
marketing and sale process to be implemented for the benefit of all
stakeholders.

The Committee believes that it has reached an agreement in
principle with the Debtors, the AB Parties, Riverstone and BSP but
the agreement in principle remains subject to ongoing documentation
and approval by this Court.  Therefore, the Committee files a
Reservation out of an abundance of caution and to preserve its
ability to prosecute the Trustee Motion, as well as its objections
with respect to other pending matters, to the extent the
contemplated settlement is not successfully documented, approved by
the Court or consummated.

Counsel for BSP:

     Jeremy W Ryan, Esq.
     L. Katherine Good, Esq.,
     POTTER ANDERSON & CORROON LLP
     1313 N. Market Street, 6th Floor
     Wilmington, DE 19801-3700
     Tel: (302) 984-6000
     Fax: (302) 658-1192
     Email: jryan@potteranderson.com
            kgood@potteranderson.com

         - and -

     Emanuel C. Grillo, Esq.
     Richard B. Harper, Esq.
     BAKER BOTTS LLP
     30 Rockefeller Plaza
     New York, NY 10112
     Tel: (212) 408-2500
     Fax: (212) 408-2501
     Email: emanuel.grillo@bakerbotts.com
            richard.harper@bakerbotts.com

         - and -

     Tina Q. Nguyen, Esq.
     BAKER BOTTS LLP
     910 Louisiana Street
     Houston, TX 77002
     Tel: (713) 229-1304
     Fax: (713) 229-7904
     Email: tina.nguyen@bakerbotts.com

         - and -

     Omar J. Alaniz, Esq.
     BAKER BOTTS LLP
     2001 Ross Avenue, Ste 900
     Dallas, TX 75201
     Tel: (214) 953-6500
     Fax: (214) 953-6503
     Email: omar.alaniz@bakerbotts.com

The Debtors' omnibus response was filed by Matthew P. Ward, Esq.,
and Morgan L. Patterson, Esq., at Womble Bond Dickinson (US) LLP,
in Wilmington, Delaware; and Gregory M. Wilkes, Esq., Kristian W.
Gluck, Esq., Scott P. Drake, Esq., John N. Schwartz, Esq., and
Shivani Shah, Esq., at Norton Rose Fulbright US LLP, in Dallas,
Texas.

Counsel to the AB Parties:

     Paul N. Heath, Esq.
     Amanda R. Steele, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651 7700
     Fax: (302) 498-7701

         - and -


     Sarah Link Schultz, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     2300 N. Field Street, Suite 1800
     Dallas, TX 75201-2481
     Tel: (214) 969-2800
     Fax: (214) 969-4343

         - and -

     Joseph L. Sorkin, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     Bank of America Tower
     New York, NY 10036-6745
     Tel: (212) 872-1000
     Fax: (212) 872-1002

         - and -

     Katherine Loretta Lindsay, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     100 Pearl Street, 14th Floor
     Hartford, CT 06103-4500
     Tel: (860) 263-2930
     Fax: (860) 263-2932

Attorneys for Riverstone:

     Steven K. Kortanek, Esq.
     DRINKER BIDDLE & REATH LLP
     222 Delaware Ave., Suite 1410
     Wilmington, DE 19801-1621
     Tel: (302) 467-4200
     Fax: (302) 467-4201
     Email: Steven.Kortanek@dbr.com

         - and -

     David S. Meyer, Esq.
     Jessica C. Peet, Esq.
     VINSON & ELKINS LLP
     666 Fifth Avenue, 26th Floor
     New York, NY 10103-0040
     Tel: 212-237-0000
     Fax: 212-237-0100
     Email: dmeyer@velaw.com
            jpeet@velaw.com

Proposed counsel to the Committee:

     R. Judson Scaggs, Jr., Esq.
     Eric D. Schwartz, Esq.
     Gregory W. Werkheiser, Esq.
     Thomas W. Briggs, Jr., Esq.
     Zi-Xiang Shen, Esq.
     Joseph C. Barsalona II, Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street
     Wilmington, DE 19801
     Tel: (302) 658-9200

                  About Elk Petroleum

Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas
company specializing in enhanced oil recovery (EOR).

Elk Petroleum and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on
May 22, 2019.  At the time of the filing, Elk Petroleum estimated
assets of between $1 million and $10 million and liabilities of
less than $50,000.  The petition was signed by Scott M.
Pinsonnault, chief restructuring officer.

The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond
Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC,
as restructuring advisor; Opportune LLP as valuation analysis
provider; and Bankruptcy Management Solutions, Inc., as claims and
noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on June 19 appointed
three equity security holders to serve on the committee of
preferred equity security holders in the Chapter 11 case of Elk
Petroleum, Inc.

The Office of the U.S. Trustee on May 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Elk Petroleum, Inc. and its
affiliates.


EMERGE ENERGY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Emerge Energy Services LP
             5600 Clearfork Main Street, Suite 400
             Fort Worth, TX 76109

Business Description: Emerge Energy Services LP --
                      www.emergelp.com -- is engaged in the
                      mining, processing, and distributing
                      silica sand, a key input for the hydraulic
                      fracturing of oil and gas wells.  The
                      Debtors conduct their mining and processing
                      operations from facilities located in
                      Wisconsin and Texas.  In addition to mining
                      and processing silica sand primarily for use

                      in the oil and gas industry, the Debtors
                      also, to a lesser degree, sell their sand
                      for use in building products and foundry
                      operations.  Emerge Energy was formed in
                      2012 by management and affiliates of
                      Insight Equity Management Company LLC and
                      its affiliated investment funds.

Chapter 11 Petition Date: July 15, 2019

Five affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                          Case No.
     ------                                          --------
     Emerge Energy Services LP (Lead Case)           19-11563
     Emerge Energy Services GP LLC                   19-11564
     Emerge Energy Services Operating LLC            19-11565
     Superior Silica Sands LLC                       19-11566
     Emerge Energy Services Finance Corporation      19-11567

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors'
Bankruptcy
Counsel:       John H. Knight, Esq.
               Paul N. Heath, Esq.
               Zachary I. Shapiro, Esq.
               Brett M. Haywood, Esq.
               Travis James Cuomo, Esq.
               RICHARDS, LAYTON & FINGER, P.A.
               One Rodney Square
               920 North King Street
               Wilmington, DE 19801
               Tel: (302) 651-7700
               Fax: (302) 651-7701
               E-mail: knight@rlf.com
                       heath@rlf.com
                       shapiro@rlf.com
                       haywood@rlf.com
                       cuomo@rlf.com

                     - and -

               George A. Davis, Esq.
               Keith A. Simon, Esq.
               Hugh K. Murtagh, Esq.
               Liza L. Burton, Esq.
               LATHAM & WATKINS LLP
               885 Third Avenue
               New York, New York 10022
               Tel: (212) 906-1200
               Fax: (212) 751-4864
               E-mail: george.davis@lw.com
                       keith.simon@lw.com
                       hugh.murtagh@lw.com
                       liza.burton@lw.com

Debtors'
Financial
Advisor:       HOULIHAN LOKEY CAPITAL, INC.

Debtors'
Interim
Management
Services
Provider:      ANKURA CONSULTING GROUP, LLC

Debtors'
Claims,
Noticing
Agent, and
Administrative
Advisor:       KURTZMAN CARSON CONSULTANTS LLC
               https://www.kccllc.net/emergeenergy

Total Assets as of Sept. 30, 2018: $329,385,000

Total Debts as of Sept. 30, 2018: $266,077,000

The petitions were signed by Rick Shearer, authorized person.

A full-text copy of the Lead Debtor's petition is available for
free at:

                http://bankrupt.com/misc/deb19-11563.pdf

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
1. Trinity Industries Leasing        Trade Debt        $8,923,599
Company
Michelle Jackson
2525 Stemmons Freeway
Dallas, TX 75207
Tel: 214-589-8217
Fax: 469-610-1252
Email: michelle.jackson@trin.net

2. Market & Johnson, Inc.            Trade Debt        $6,206,699
Tina Banker
2530 Galloway Street
EAU Claire, WI 54702-0630
Tel: 715-834-1213
Fax: 715-834-2331
Email: clloyd@market-johnson.com

3. CIT Group/Equipment               Trade Debt        $4,054,894
Financing, Inc.
Patrick Baxter
30 S Wacker Drive, Suite 2900
Chicago, IL 60606
Tel: 312-906-5700
Fax: 312-906-5825
Email: victoria.vanriet@CIT.com

4. Stout Excavating Group, LLC       Trade Debt        $3,100,224
Richard Crusing
21218 100th Street
Bloomber, WI 54724
Tel: 715-568-4141
Fax: 715-568-4144
Email: rcrusing@a1excavating.com

5. TMT Solutions Inc.                Trade Debt        $2,215,210
Andrew Ober
4041 FM 1978
San Marcos, TX 78666
Tel: 512-392-9211
Email: mendsley@tmtsolutions.com

6. SMBC Rail Services LLC            Trade Debt        $2,115,967
Kevin Wingate
5600 Mexico Road, Suite 2900
St Peters, MO 63376
Tel: 636-940-5500
Fax: 312-559-4829
Email: billing@smbcrail.com

7. Di-Corp Sand Transloading LP      Trade Debt        $2,006,305
Linda Desabrais
8750-53 Ave.
Edmonton, AB T6E 5G2
Canada
Tel: 780-468-4064
Email: lindadesabrais@di-corp.com

8. PawnAll Services LLC              Trade Debt        $1,819,788
Melissa Ripley
14019 SW Freeway Ste 301-258
Sugar Land, TX 77478
Tel: 281-813-2105
Fax: 832-532-7551
Email: harry@pawnallservices.com

9. Wells Fargo Rail Corporation      Trade Debt        $1,652,112
Dean Lagrosa
9377 W Higgins Rd Ste 600
Rosemont, IL 60018
Tel: 847-384-4405
Fax: 847-318-7575
Email: dean.lagrosa@firstunionrail.com

10. RBScott Company, Inc.            Trade Debt        $1,589,093
John Mickelson
1011 Short Street
EAU Claire, WI 54701
Tel: 715-832-9792
Fax: 715-832-7767
Email: info@rbscott.com

11. MUL Railcar Leasing LLC          Trade Debt        $1,479,605
Zachary Sharp
121 SW Morrison Street, Suite 1525
Portland, OR 97204
Tel: 503-208-9295
Fax: 503-227-3475
Email: customer_service@mul-railcars.com

12. Process Engineering and          Trade Debt        $1,376,639
Equipment Corporation
Marr Madden
7716 W Rutter Pkwy
Spokane, WA 99208
Tel: 509-468-8201
Email: ap@processengineers.com

13. The Andersons, Inc.              Trade Debt        $1,327,272
Rebecca Noll
1947 Briarfield Blvd
Maumee, OH 43537
Tel: 419-897-3645
Fax: 419-891-2749
Email: rebecca_noll@andersoninc.com

14. A-1 Excavating, Inc.             Trade Debt        $1,195,911
Richard Crusing
408 26th Ave
PO Box 90
Bloomber, WI 54724
Tel: 715-568-4141
Fax: 715-568-4144
Email: estimating@a1excavating.com

15. Iron Mountain Trap Rock Co.      Trade Debt        $1,179,506
Fred Weber
2320 Creve Coeur Mill Road
Maryland Heights, MO 63043-0816
Tel: 314-344-0070
Fax: 314-344-0970
Email: matbilling@fredweberinc.com

16. Greenbrier Leasing Company, LLC  Trade Debt          $928,578
Katherine Vandewater
One Centerpointe Drive Suite 465
Lake Oswego, OR 97035
Tel: 503-684-7000
Fax: 503-684-7553
Emal: ar.inquiries@gbrx.com

17. Modern Material Services, LLC    Trade Debt          $832,318
Gary Buffington
DBA Arrow Material Services
2605 Nicholson Rd
Building 2 Suite 302
Sewickley, PA 15143
Tel: 412-489-0024
Fax: 412-489-0007
Email: gbuffington@arrowmaterialservices.com

18. Tidewater Logistics              Trade Debt          $825,159
Operating LLC
Scott Spence
550 Bailey Avenue, Suite 100
Fort Worth, Texas 76107
Tel: 855-718-9564
Email: ar@twlog.com

19. B&B Electric Inc.                Trade Debt          $779,729
Mike Schwartz
1303 Western Ave
EAU Claire, WI 54703
Tel: 715-832-1676
Fax: 715-832-1677
Email: brittanym@b-belectricinc.com

20. Marabou Superior Pipeline, LLC   Trade Debt          $747,805
Karl Klanke
450 Gears Road Suite 850
Houston, TX 77067
Tel: 713-278-0600
Fax: 713-278-9324
Email: wesw@mmslp.com

21. BMT Consulting Group, LLC        Trade Debt          $552,332
Paul McCarthy
36 Redwood Dr.
Butte, MT 59701
Tel: 406-490-2598
Email: paul@bmtgroup.com

22. Evergreen Transloading           Trade Debt          $506,531
Terminal, Ltd.
Ryan Peterson
Lot 29, 712051 Rng Rd 54
County of Grande Prairie No.1
AB T8X 4A7
Canada
Tel: 780-832-7558
Email: ryan@baillys.ca

23. CAI Rail, Inc.                   Trade Debt          $489,978
Freddy Fernandez
Steuart Tower
1 Market Plaza, Ste 900
San Francisco, CA 94105-1009
Tel: 415-788-0100
Fax: 415-788-3430
Email: amcdonald@capps.com

24. 3 B Dozer Service LLC            Trade Debt          $432,747
Tonya Rocha
2614 FM 2954
Bremond, TX 76629
Tel: 979-828-2429
Fax: 979-828-2133
Email: office@3bdozer.com

25. Chicago Freight Car              Trade Debt          $414,712
Leasing Co.
Matthew Branch
425 N. Martingale Road Suite 600
Schaumbrg, IL 60173
Tel: 847-318-8000
Fax: 847-318-8045
Email: matthew.branch@crdx.com

26. Investor Bank                    Trade Debt          $381,150
Adam Teoxeira
101 JFK Parkway
Short Hills, NJ 07078
Tel: 503-603-4322
Fax: 503-684-7553
Email: adam.teoxeira@gbrx.com

27. Omnitrax Logistics Services LLC  Trade Debt          $349,770
Erik Decherd
252 Clayton Street, 4th Floor
Denver, CO 80206
Tel: 303-398-4500
Fax: 303-398-4540
Email: info@omnitrax.com

28. Rail Logix Alamo                 Trade Debt          $342,912
Junction, LLC
3330 S Sam Houston PKWY E
Houston, TX 77047
Tel: 713-943-0750
Fax: 713-943-8483
Email: ar@speedshore.com

29. Wiscale, LLC                     Trade Debt          $271,597
Nicole Miland
3819 Creekside Lane
Holmen, WI 64636
Tel: 715-723-5719
Fax: 715-723-5730
Email: nicole@wiscale.com

30. DRT Bio-Solids, Inc.             Trade Debt          $223,954
Bonnie Mitchell
7140 State Hwy 40
Bloomber, WI 54724
Tel: 715-568-1730
Fax: 715-568-1788
Email: dprihn29@hotmail.com


FRESHSTART HOME: Wilhouts Buying Laguna Beach Property for $1.2M
----------------------------------------------------------------
Freshstart Home Solutions, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the bidding
procedures in connection with the sale of the real property located
at 31471 West St., Laguna Beach, California to Kaitlin and Taylor
Wilhout for $1.2 million, subject to overbid.

The Property is a 1424 sq. foot 2-bedroom, 1 bath home. The real
value of the Property is in the lot size and terrain.  The
residence is on a large flat lot with beach access across Highway 1
about a half mile away. The Property is over 50 years old and in
need of repairs and upgrades as the intended renovations were not
made for a variety of reasons.  The Property has been marketed
aggressively for a few months and the location has driven
significant interest.  

The Debtor purchased the Property in October 2018 for $1.43
million, and when the Debtor listed it for sale the listing price
was $1.6 million which was clearly way too high.  However, given
the results of recent marketing, a more realistic value is based on
what buyers are willing to pay.  Other brokers, agents and
neighbors have all indicated a value of approximately $1 million0.
This is a small house in a nice location.  The Debtor believes the
market value is between $1.050 million and $1.2 million.  

The parties have executed their Residential Property Purchase
Agreement and Joint Escrow Instructions ("RPPA") dated June 16,
2019 and Counter-Offer No. 1, and all Amendments and Addendums and
Disclosures dated June 16, 2019.  The Purchase price is inclusive
of all commissions and administrative fees.

The terms of the sale include, without limitation, the following:

     (1) The purchase price of $1,200,000 is payable by deposit of
$36,000 placed in escrow, a loan in the amount of $960,000 and a
balance to the down payment in the amount of $204,000.00 due at the
closing date of escrow;

     (2) The escrow for the sale of the Property will close within
15 days after the date of entry of the order approving the sale;

     (3) The Property is being sold on an "as is and where is"
basis, without any representations or warranties;

     (4) In the event the sale is not consummated, the sole remedy
of the Buyers will be the full refund of any money deposited or
credited towards the purchase of the Property;
and

     (5) The sale is subject to overbids, the Debtor will ask to
sell the Property subject to the Overbid Procedures.

Any person or entity desiring to submit an overbid for the purchase
of the estate's interest in the Property will advise the Debtor's
bankruptcy counsel of his, her or its’ intent to bid on the
Property and the amount of the overbid, which must be at least
$1.22 million (i.e., the current sales price plus a $20,000 minimum
overbid), by no later than 5:00 pm (PST), on the business day that
is at least two days prior to the hearing on the Motion.

In the Debtor's absolute sole discretion, it will have the right to
accept an Overbid at any time after the Overbid Deadline.

Together with the amount of the Overbid, the Overbidder must submit
a purchase agreement, signed by the Overbidder, that contains a
purchase price of at least $1.22 million and contains the other
terms and conditions that are the same as, or not less favorable to
the estate than, the terms stated in the Sale Agreement between the
Debtor and the Buyers.

Any Overbidder will submit to the Debtor's bankruptcy counsel: (a)
a cashier's checks made payable to Freshstart Home Solutions,
LLC”, in the amount of at least $36,000, to serve as a deposit
towards the purchase price of the Property; and (b) evidence that
the Overbidder has the financial wherewithal to close the
contemplated sale.  In the event of any Overbid, the $36,000
initial deposit already tendered by the Buyers will serve as the
Buyer's Deposit.  

Subject to Court approval, the Debtor recommends that the first
overbid be in the amount of $1.22 million.  It recommends that
thereafter overbids will be made in minimal increments of $5,000
(subject to adjustment as appropriate) such that the next highest
minimum overbid at any auction will be an amount no less than
$1.225 million.  All due diligence is to be completed prior to the
hearing on the Motion, as the sale is an "as is and where is"
basis, with no warranties, representations, recourse or
contingencies of any kind whatsoever.

The Winning Bidder's Deposit will be applied towards the total and
final purchase price.  The Winning Bidder must pay the full amount
of the successful overbid to the Debtor within 15 days from the
date of entry of the Order authorizing the sale, or as otherwise
set forth in the applicable purchase agreement.

The proposed sale is free and clear of liens and encumbrances.  The
liens affecting the Property are as follows: (i) 1st DOT - BSI
Financial - $1,089,265 - POC to 4/18/19, Estimated interest to end
of July - $29,932; (ii) 2nd DOT – MKLT - $150,000; and (iii) Tax
Lien - Orange County 2018-19 - $4,085.  

The actual lien recorded for the First Deed of Trust is in the
amount of $2,075,500 but there was a holdback of $975,000 which was
never disbursed.  BSI just filed a Proof of Claim in the amount of
$1,089,265 which includes interest through the Petition date of
April 18, 2019. The interest only monthly payments are $8,803 and
$293 therefore the additional interest through the end of July is
$29,932.  This would allow for a payoff at that time of
$1,119,196.

In addition, on April 5, 2019, just 13 days before the case was
filed, the Debtor recorded the Second Deed of Trust in the amount
of $150,000 based on an alleged prior obligation to the
lienholders.  This is a preference lien that should be avoided
under 11 U.S.C. Section 547 and an adversary proceeding was filed
on June 25, 2019 as Case No. 1:19-ap-01075-MB.  Each valid creditor
should make a demand into escrow for the current amount owed.     

The sale has a total commission of 4% which is split between
broker/agents for the Seller and the Buyers.  Pursuant to the Court
order approving their employment, the Broker is only entitled to a
fee from one side of the transaction and the agents each entitled
to their portion of the commission.  The total commission for the
sale is $48,000.

If there are no overbids the purchase price is $1.2 million, the
estimated net proceeds for the Debtor, after liens are paid,
commissions and costs of sale are estimated between $20,000,00 to
$28,000 depending on the final payoff demand from the first
lienholder.      

The exact tax consequences to the estate relative to the sale are
presently unknown but Debtor believes that in any event, the total
sale amount is less than the purchase price and therefore not
likely there will be significant tax liability as a result of the
sale.

Thus, the sale is in the best interest of the estate, and the
Debtor respectfully asks the Court to grant the requested Order
approving the sale as set forth.

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

    http://bankrupt.com/misc/Freshstart_Home_84_Sales.pdf

                  About Freshstart Home Solutions

Freshstart Home Solutions, LLC, is a real estate company that owns
in fee simple eight singe-family homes in various parts of
California having an aggregate current value of $12.2 million.

Freshstart Home Solutions, based in Sherman Oaks, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10954) on April
18, 2019.  In its petition, the Debtor disclosed $14,418,487 in
assets and $13,078,091 in liabilities.  The Hon. Martin R. Barash
oversees the case.  Michael R. Totaro, Esq., at Totaro & Shanahan,
serves as the Debtor's bankruptcy counsel.



GB SCIENCES: Incurs $24.7M Net Loss in FY Ended March 31, 2019
--------------------------------------------------------------
GB Sciences, Inc. filed on July 15, 2019, its annual report on Form
10-K with the U.S. Securities and Exchange Commission reporting a
net loss of $24.68 million on $3.45 million of sales revenue for
the 12 months ended March 31, 2019, compared to a net loss of
$23.15 million on $2.51 million of sales revenue for the 12 months
ended March 31, 2018.

As of March 31, 2019, GB Sciences had $30.02 million in total
assets, $12.86 million in total liabilities, and $17.15 million in
total equity.

At March 31, 2019, the Company had a cash balance of $0.2 million,
other current assets excluding cash were $3.2 million and its
working capital deficit was $3.2 million.  Current liabilities were
approximately $6.7 million, which consisted principally of $2.5
million in notes payable, $3.1 million in accounts payable, $0.5
million in accrued liabilities, and $0.5 million in income tax
payable.  At March 31, 2018, the Company had a cash balance of $3.6
million, other current assets excluding cash were $3.7 million and
our working capital was $5.3 million.  Current liabilities were
approximately $1.9 million, which consisted principally of $1.1
million in notes payable, $0.4 million in accounts payable, $0.3
million in accrued liabilities, and $0.2 million in accrued
interest.

Cash flows used in operations were $9.2 million and $12.2 million
for the fiscal years ended March 31, 2019 and 2018, respectively.
The Company anticipates that cash flows from operations may be
insufficient to fund business operations for the next twelve-month
period.  Accordingly, the Company will have to generate additional
liquidity or cash flow to fund its current and anticipated
operations.  This will likely require the sale of additional common
stock or other securities.  There is no assurance that the Company
will be able to realize any significant proceeds from such sales,
if at all.

During the twelve months ended March 31, 2019 and 2018, the Company
used $11.6 million and $5.4 million, respectively, of cash in
investing activities.  The cash used in investing activities during
the twelve months ended March 31, 2019 and March 31, 2018 were
primarily for the purchase of property and equipment and payments
under capital leases.

During the twelve months ended March 31, 2019 and 2018 cash flows
from financing activities were $17.5 million and $18.5 million,
respectively.  Cash flows from financing activities for the twelve
months ended March 31, 2019 relate primarily to $10.4 million in
proceeds from the issuance of common stock and warrants, $1.8
million in proceeds from the issuance of debt securities, and $7.0
million in proceeds from non-controlling interests, offset by $1.0
million paid in connection with the Pacific Leaf Royalty Agreement
and $0.7 million of payments made on promissory notes.  Cash flows
from financing activities for the twelve months ended March 31,
2017 relate primarily to $7.2 million in proceeds from the issuance
of common stock and warrants, $8.2 million in proceeds from the
issuance of debt securities, and $3.1 million in proceeds from
non-controlling interests.

Soles, Heyn & Company, LLP, in West Palm Beach, Florida, the
Company's auditor since the year ended March 31, 2014, issued a
"going concern" qualification in its report daed July 15, 2019,
citing that the Company had accumulated losses of approximately
$84.7 million, has generated limited revenue, and may experience
losses in the near term.  These factors and the need for additional
financing in order for the Company to meet its business plan, raise
substantial doubt about its ability to continue as a going
concern.

GB Sciences said, "The Company will need additional capital to
implement our strategies.  There is no assurance that it will be
able to raise the amount of capital needed for future growth plans.
Even if financing is available, it may not be on terms that are
acceptable.  If unable to raise the necessary capital at the times
required, the Company may have to materially change the business
plan, including delaying implementation of aspects of the business
plan or curtailing or abandoning the business plan. The Company
represents a speculative investment and investors may lose all of
their investment.  In order to be able to achieve the strategic
goals, the Company needs to further expand its business and
financing activities.  Based upon the cash position, it is
necessary to raise additional capital by the end of the next
quarter in order to continue to fund current operations.  These
factors raise substantial doubt about the ability to continue as a
going concern.  The Company is pursuing several alternatives to
address this situation, including the raising of additional funding
through equity or debt financings."

The Company's report on Form 10-K is available from the SEC's
website at https://is.gd/egKesB.

                       About GB Sciences

Las Vegas, Nevada-based GB Sciences, Inc., formerly Growblox
Sciences, Inc., is developing and utilizing state of the art
technologies in plant biology, cultivation and extraction
techniques, combined with biotechnology, and plans to produce
consistent and measurable medical-grade cannabis, cannabis
concentrates and cannabinoid therapies.  The Company seeks to be an
innovative technology and solution company that converts the
cannabis plant into medicines, therapies and treatments for a
variety of ailments.


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

      Debtor                                   Case No.
      ------                                   --------
      GVM, Inc.                                19-03013
      374 Heidlersburg Road
      Biglerville, PA 17307

      Independent AG Equipment, Inc.           19-03014
      374 Heidlersburg Road
      Biglerville, PA 17307

      GVM West, LTD                            19-03015
      374 Heidlersburg Road
      Biglerville, PA 17307

Business Description: GVM -- https://www.gvminc.com --
                      is a manufacturer of agricultural
                      application and snow equipment.  Independent
                      Ag Equipment is a distributor of multiple
                      equipment lines and acts as separate
                      entity from manufacturing.  GVM West is a
                      supplier of farm equipment parts.

Chapter 11 Petition Date: July 13, 2019

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Henry W. Van Eck

Debtors' Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Ste. 3500
                  Philadelphia, PA 19103
                  Tel: 215 557-3550
                  Fax: 215 557-3551
                  E-mail: aciardi@ciardilaw.com

GVM, Inc.'s
Estimated Assets: $10 million to $50 million

GVM, Inc.'s
Estimated Liabilities: $10 million to $50 million

Independent AG's
Estimated Assets: $10 million to $50 million

Independent AG's
Estimated Liabilities: $10 million to $50 million

GVM West's
Estimated Assets: $1 million to $10 million

GVM West's
Estimated Liabilities: $1 million to $10 million

The petitions were signed by Mark W. Anderson, president.

Full-text copies of the petitions are available for free at:

        http://bankrupt.com/misc/pamb19-03013.pdf
        http://bankrupt.com/misc/pamb19-03014.pdf
        http://bankrupt.com/misc/pamb19-03015.pdf

A. List of GVM, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Action Truck Parts & Svc                                $21,128
80 Lincoln Street
New Oxford, PA 17350

2. Axletech International                                  $20,463
PO Box 855992
Minneapolis, MN 55485-5992

3. BDI                                                     $46,071
PO Box 74493
Cleveland, OH
44194-0576

4. Bell Powers Systems, LLC                               $267,925
PO Box 12466
Newark, NJ 07101

5. CFI Tire Service                                        $22,400
1701 East Euclid Avenue
Des Moines, IA 50313

6. CRENLO, Inc.                                           $225,003
7118 Solution Center
Chicago, IL
60677-7001

7. Cummins Power Systems, Inc.                            $139,387
PO Box 786567
Philadelphia, PA
19178-6567

8. High Steel Service Center                               $25,919
PO Box 10726
Lancaster, PA
17605-0726

9. JB Radiator Specialties, Inc.                           $52,264
8401 Specialty Circle
Sacramento, CA 95828

10. Kraft Fluid Systems                                   $138,833
PO Box 637448
Cincinnati, OH
45263-7448

11. Machine Service, Inc.                                  $68,001
PO Box 10265
Green Bay, WI
54307-0265

12. McNees Wallace & Nurick                                $25,931
PO Box 1166
Harrisburg, PA
17108-1166

13. New Leader Manufacturing                              $106,048
PO Box 244
Monticello, IA 52310

14. Norwesco, Inc.                                         $20,965
NW 9027
PO Box 1450
Minneapolis, MN
55485-9027

15. Peoples Bank                                           $22,159
PO Box 3623
York, PA 17402-3692

16. Raven Industries, Inc.                                $126,536
NW 9348
PO Box 1450
Minneapolis, MN
55485-9348

17. Sesco                                                  $28,729
19 Ash Street
Mont Alto, PA 17237

18. Titian Tire Corporation                                $26,792
4483 Paysphrere Circle
Chicago, IL
60674-0044

19. Trelleborg Wheel Systems                               $23,241
PO box 392383
Pittsburgh, PA
15251-9383

20. Wesgarde Components Group                              $30,744
PO Box 117090
Atlanta, GA
30368-7090

B. List of Independent AG's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. AGCO Corporation                                        $34,403
PO Box 91993
Chicago, IL
60693-1709

2. Apache, Inc.                                            $22,243
PO Box 956984
Minneapolis, MN
55485-1354

3. Behnke Enterprises, Inc.                                $41,491
800 Ninth Ave., NW
PO Box 357
Farley, IA 52046

4. Brown Schultz Sheridan & Fritz                          $37,052
210 Grandview Ave
Camp Hill, PA 17011

5. Cummins Bridgeway                                       $27,483
#774494
4494 Solutions Center
Chicago, IL
60677-4004

6. Dalton AG Inc.                                          $40,981
602 E. Van Buren Street
PO Box 70
Lenox, IA 50851

7. DLI Finance, LLC                                       $355,010
PO Box 8362
Des Moines, IA
50301-8362

8. Greentronics, Ltd.                                      $21,991
8 Victoria Gleen Street
Elmira, Ontario N3B 1S1

9. Hi-Pro Manufacturing                                    $23,213
PO Box 250
Watseka, IL 60970

10. Mar-Bar Tire Service                                   $18,534
4285 Hanover Road
Hanover, PA 17331

11. Mid-State Tank Co.                                     $33,757
Rt 121 & Caldwell Rd
PO Box 317
Sullivan, IL
61951-0317

12. New Leader Manufacturing                               $68,557
PO Box 244
Monticello, IA 52310

13. Northpoint Commercial Finance                         $263,975
PO Box 731751
Dallas, TX
75373-1751

14. Norwesco, Inc.                                        $217,798
NW 9027
PO Box 1450
Minneapolis, MN
55485-9027

15. Pacer Pumps                                            $18,055
PO Box 95357
Palatine, IL
60095-0357

16. Pentari Flow Technologies                              $20,279
13771 Collections
Center Drive
Chicago, IL 60693

17. Raven Industries, Inc.                                $120,262
NW 9348
PO Box 1450
Minneapolis, MN
55485-9348

18. Spraying Systems Co.                                   $93,722
PO Box 95564
Chicago, IL
60694-5564

19. United Parcel Service                                  $23,609
P.O. Box 7247-0244
Philadelphia, PA
19170-0001

20. Wacker Neuson Finance                                  $47,936
PO Box 660831
Dallas, TX
75266-0831


HERB PHILIPSON'S: July 24 Auction of All Assets Set
---------------------------------------------------
Judge Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York authorized Herb Philipson's Army and Navy
Stores, Inc.'s bidding procedures in connection with the sale of
substantially all assets at auction.

A hearing on the Bidding Procedures Motion was held on July 9,
2019.

The deadline for submitting bids for the Acquired Assets will be
July 22, 2019 at 5:00 p.m. (ET).  The Debtor is authorized, in
consultation with the Creditors' Committee and Crossroads, to
extend the deadlines set forth in the Order and/or adjourn,
continue, or suspend the Auction and/or the Sale Hearing for any
reason.  The Debtor is authorized, subject to the consultation
rights of the Consultation Parties set forth in the Bidding
Procedures, to take any and all actions necessary or appropriate to
implement the Bidding Procedures.

The amount of the purchase price in such bid must provide for net
cash (or cash equivalent) that is at least in the amount of:
$100,000 more than the base price contained in the Purchase
Agreement.  A Potential Bidder must deposit $100,000 with the
Debtor by the Bid Deadline.

The Auction will commence at 9:00 a.m. (ET) on July 24, 2019 at the
Alexander Pirnie Courthouse and Federal Building 10 Broad Street,
Room 106, Utica, New York 13501, or such later time or other place
as decided by the Debtor, in consultation with the Consultation
Parties, and the Debtor will notify all Qualified Bidders of any
such later time or place.  In the event the Debtor does not receive
any Qualified Bids for the Acquired Assets, the Debtor reserves all
rights with respect to the Sale, including withdrawing the Motion
to approve the Sale.

Bidding at the Auction will commence at the amount of the Starting
Auction Bid. Qualified Bidders may then submit successive bids in
increments of $25,000.

The Sale Hearing will be held on July 24, 2019 at 11:00 a.m. (ET).

The Notice of Auction and Sale Hearing is approved.  Within three
days after the entry of the Order, the Debtor will cause a copy of
the Bidding Procedures, the Sale Notice, and the Order to be served
upon the Notice Parties, the Scheduled and Filed Creditors, and the
2002 Parties via electronic mail and/or first class mail.   

Objections, if any, to the Motion, must be filed no later than
10:59 a.m. (ET) on on July 24, 2019.

The Debtor will file a copy of the Schedule of Assigned Contracts
with the Court no later than five business days following the Sale
Hearing, and concurrently serve notice of such filing upon all
counter-parties to the Assigned Contracts and the Creditors'
Committee.  All non-Debtor parties to the Assigned Contracts will
have 15 days following service of the Assumption Schedule and/or
Amendment Notice, whichever is served later, to file an objection
to the proposed assumption and assignment of any Assigned Contract
or any Cure Amount listed for an Assigned Contract.   

The Debtor, with the consent of the Successful Bidder also will
have the right to amend the Assumption Schedule at any time prior
to 10 days before the closing of the Sale to add additional
Assigned Contracts thereto.  All non-Debtor parties to the Assigned
Contracts added to the Assumption Schedule will have until 15 days
after the date of service of the applicable Amendment Notice to
file an Assumption Objection.

The effective date of any assumption and assignment of any Assigned
Contract will be the date on which the Sale closes.

Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), the Order
will not be stayed for 14 days after the entry hereof and will be
effective and enforceable immediately upon entry thereof.

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

     http://bankrupt.com/misc/Herb_Philipsons_448_Order.pdf

                  About Herb Philipson's Army

Founded in 1951, Herb Philipson's Army and Navy Stores Inc. --
https://herbphilipsons.com/ -- is a retailer for outdoor and casual
apparel, workwear, footwear and sporting goods.  Herb Philipson's
is known for brands such as Carhartt, Columbia, Levi, Lee, Under
Armour, Dickies, Timberland and The Northface.  It is also the
exclusive retailer for the Utica Comets Hockey Team and the new
Utica City Football Club.  Herb has retail locations in Rome,
Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt,
and Watertown, New York.

Herb Philipson's Army and Navy Stores Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
18-61376) on Oct. 8, 2018.  In the petition signed by Guy Viti,
president, the Debtor estimated assets of less than $10 million and
debt of less than $50 million.

The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as
counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman
Carson Consultants LLC as its claims and noticing agent.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Oct. 19, 2018.  The committee tapped
Lowenstein Sandler LLP as its legal counsel.


HERITAGE POWER: Moody's Rates New $54MM Credit Facility 'B1'
------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating assigned to
Heritage Power, LLC's senior secured term loan B and revolving
credit facility, and assigned a B1 rating to the new $54 million
letter of credit facility. The outlook is stable.

Assignments:

Issuer: Heritage Power, LLC

Gtd. Senior Secured Letter of Credit Facility, Assigned B1

Outlook Actions:

Issuer: Heritage Power, LLC

Outlook, Remains Stable

Affirmations:

Issuer: Heritage Power, LLC

Gtd. Senior Secured Term Loan B, Affirmed B1

Gtd. Senior Secured Revolving Credit Facility, Affirmed B1

Withdrawals:

Issuer: Heritage Power, LLC

Gtd. Senior Secured Term Loan C, previously rated B1

RATINGS RATIONALE

The rating affirmation considers certain planned changes to the
terms of the transaction. Specifically, Heritage intends to reduce
the size of the senior secured term loan B by $30 million to $520
million from $550 million, which offsets the increase in the margin
over LIBOR to 600 bps from 475 bps. Also, the Borrower intends to
replace a $61.1 million term loan C used to cash-collateralize the
letters of credit (LCs) with a $54 million letter of credit
facility. Additionally, Heritage will not pay an approximate $30
million distribution to GenOn Holdings as part of the use of the
proceeds, as originally contemplated. Taken together, the financial
impact of these changes is muted as the reduction in the debt
quantum and the higher LIBOR margin largely offset each other (the
new LC facility will also be priced slightly lower). While the
impact on the credit metrics is modestly negative, they do not
impair the Project's overall credit quality as the credit metrics
are still consistent with metrics that fall within the B rating
category under Moody's Power Generation Project Methodology. Under
Moody's base case, Moody's now projects Heritage's three-year
average debt service coverage ratio (DSCR) to be 1.55x over the
period of 2020 to 2022, its ratio of Project cash flow from
operations to debt (CFO/Debt) to average 6.80% and its ratio of
debt to EBITDA (Debt/EBITDA) to average 6.62x. Additionally, around
55% of the initial term loan B debt amount is expected to remain
outstanding at debt maturity.

With the assignment of a B1 rating to the new $54 million letter of
credit facility, Moody's has simultaneously withdrawn the B1 rating
on the $61.1 million term loan C facility. The size of the secured
revolving credit facility remains unchanged at $45 million.

Moody's notes that the 6-month debt service reserve requirement
will now be satisfied under the $45 million working capital
facility rather than the term loan C as originally contemplated,
reducing availability under the working capital facility. On a net
basis, these collective changes will reduce overall liquidity by
around $7 million. Heritage still intends to have a $20 million
liquidity reserve to support its liquidity needs for the first 36
months as well as the establishment of a major maintenance reserve
and is now required to fund a $10 million major maintenance reserve
beginning in 2024.

Rating Outlook

The stable outlook acknowledges the good visibility that exists for
capacity revenues into the 2021/22 time frame in PJM and factors in
the expectation that the Heritage assets will continue to be
beneficiaries of these capacity revenues in subsequent auctions.
The outlook further expects the assets to continue to operate
reasonably well, that the Sponsor will ensure the Project will make
the major maintenance and capital expenditures needed to maintain
performance of an older fleet of assets, and that the Project meets
financial projection expectations incorporated in the Moody's case
over the next several years.

Factors that Could Lead to an Upgrade

Given the potential merchant cash flow volatility and the age of
the assets, the rating is not likely to be adjusted upward in the
near-term. If, however, Heritage were to consistently generate cash
flow in excess of its base case expectations and demonstrate an
ability to achieve higher financial metrics consistent with the Ba
rating category, there could be upward pressure on the rating. For
example, this would mean attaining a ratio of Project CFO/Debt
above 10% on a sustained basis.

Factors that Could Lead to a Downgrade

The rating and/or outlook could face downward pressure if the
anticipated capacity revenues and energy margins are not realized
and the Project's metrics were to fall below its expectations under
the Moody's case on a sustained basis. In addition, the rating
and/or outlook could also face downward pressure if the portfolio
of assets begins to experience recurring operating issues that
hamper operating performance, lead to major maintenance and capital
expenditure requirements or incur capacity performance related
penalties.

Heritage is a wholesale power generation and marketing company
owned by GenOn Holdings, LLC, which in turn is owned by Strategic
Value Partners, LLC and a group of other investors. SVP is a
private equity firm that has invested over $3.0 billion in the
power sector. Heritage owns a 2,348 MW portfolio of 16 peaking and
mid-merit generation facilities located in the PJM power market.


IRI HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
----------------------------------------------------------
Moody's Investors Service affirmed IRI Holdings, Inc.'s ratings,
including the company's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and the B2 and Caa2 instrument
ratings on the company's senior secured first lien and second lien
credit facilities, respectively. The outlook was changed to
negative from stable.

The change in outlook to negative reflects Moody's expectation for
little to no earnings growth in 2019 and weak liquidity. IRI has
disclosed that the retail gateway contracts won last year will take
longer to ramp up, and will ultimately be less profitable, than
Moody's expected at the time of the company's October 2018
syndication. As a result, Moody's expects the company's
exceptionally high leverage to be sustained above 9.0x over the
next 12 months. More importantly, the company's liquidity will be
quite weak, with a considerable portion of its small $80 million
revolver being drawn throughout most of this year. Moody's
considers the revolver itself to be potentially insufficient when
viewed in relation to IRI's substantial annual fixed charges (debt
service and capital spending requirements) of approximately $190
million. The company's constrained financial condition, in part due
to the high purchase price and consequently over-leveraged balance
sheet, leaves little room for misstep, disruption, or customer
losses.

The affirmation of the B3 CFR is driven by the health of the
company's business and its competitive position -- as evidenced by
its continued share gains at the expense of its main competitor,
Nielsen -- and its expectation for sponsor support should liquidity
need to be bolstered. Moody's continues to believe in IRI's
strategic direction, and believes that its recent retail contract
wins will eventually be profitable. A path way to deleveraging and
improving liquidity still exists, and will likely happen given
time, but the structuring of its current debt stack was not
designed to support the drawn out ramp up period that is now the
company's reality. Moody's expects that the sponsor will provide
support if additional liquidity needs arise, as this remains a new
investment with a bright outlook and significant capital invested.

IRI's Credit Agreement provides some flexibility for collateral
leakage and/or additional leverage, however, the expectation is for
shareholders to fund any near term shortfall in liquidity.

Moody's took the following actions:

Affirmations:

Issuer: IRI Holdings, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Gtd Senior Secured First Lien Revolving Credit Facility, Affirmed
B2 (LGD3)

Gtd Senior Secured First Lien Term Loan, Affirmed B2 (LGD3)

Gtd Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5)

Outlook Actions:

Issuer: IRI Holdings, Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

IRI Holdings, Inc.'s B3 CFR reflects the company's entrenched
position in a duopolistic industry that benefits from barriers to
entry, counterbalanced by its exceptionally high financial risk and
weak liquidity. While Moody's views the business as being
fundamentally sound, and expects high rates of revenue growth to
continue, weaker-than-anticipated performance following the
company's November 2018 LBO by Vestar will delay deleveraging and
constrain liquidity. Moody's now expects leverage to be north of
9.0x and liquidity to remain weak over the next 12 months as the
delayed ramp up and lower-than-expected profitability of the
company's recently won retail contracts weighs on earnings and cash
flows. Nevertheless, Moody's ultimately expects that earnings will
start to improve in 2020 and beyond as these and other contracts
become more profitable. While liquidity will remain weak over the
coming months, Moody's expects that the sponsor would provide
support if need be to bridge any near-term liquidity shortfalls.
IRI also continues to benefit from a contracted revenue base, high
switching costs, and barriers to entry.

The negative outlook reflects Moody's expectation for little to no
earnings growth over the next 12 months. As a result, Moody's
expects debt-to-EBITDA to remain north of 9.0x and free cash flow
after debt service to be in the breakeven to negative $15 million
range.

The ratings could be downgraded if revenue fails to grow, liquidity
deteriorates or profitability weakens such that Moody's expected
debt-to-EBITDA will not return to below 8.0 times over the next
twelve to eighteen months, or if free cash flow deteriorates toward
break-even.

While unlikely in the near-term given the negative outlook, the
ratings could be upgraded if the company demonstrates significant
top-line growth and is able to sustain debt-to-EBITDA leverage
(Moody's-adjusted) below 7.0 times, and free cash flow as a
percentage of debt in the mid-single-digits.

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

Headquartered in Chicago, Illinois, IRI Holdings, Inc. provides
market measurement data and related services to consumer packaged
goods and health care manufacturers in the US and internationally.
The company has been privately-held by Vestar Capital since
November 2018. Moody's expects the company to generate 2019
revenues of nearly $1.35 billion.



JPM REALTY: Aug. 29 Hearing on Disclosure Statement
---------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining the Chapter 11 Plan of JPM Realty, Inc. will be held at
Courtroom #2, Max Rosenn US Courthouse, 197 South Main Street,
Wilkes−Barre, PA 18701 on August 29, 2019 at 09:30 AM.  July 31,
2019 is fixed as the last day for filing and serving written
objections to the disclosure statement.

                   About JPM Realty Inc.

JPM Realty, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000.  Judge
Robert N. Opel II presides over the case.  The Debtor tapped C.
Stephen Gurdin Jr., Esq., as its legal counsel.


JRV GROUP: Proposed Onyx/GAGP Auction of Assets Approved
--------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized JRV Group USA L.P. to employ Onyx
Asset Advisors, LLC, and Great American Global Partners, LLC as
exclusive sales agent to the Debtor in connection with the
disposition of certain assets (identified in Exhibit A), free and
clear of liens, claims, encumbrances, and interests via public
auction, or auctions.

After consultation with the Committee and U.S. Trustee at least
three business days prior to any proposed sale of Assets, if there
is no objection raised by the Committee or U.S. Trustee within the
Notice Period to the proposed sale of Assets, the Debtor is
authorized to sell the Assets and such Sale(s) will be free and
clear of all Interests, with any such Interests to attach to the
Sale(s) proceeds, provided, however, that any proposed sale of
Assets to an insider, will be subject to a separate motion and
order of the Court.   

To the extent the Committee or U.S. Trustee objects with any
proposed Sale(s) or pursued Sale(s) by the Debtor within the Notice
Period and the parties are unable to reach a resolution, the
Parties will contact the Court to resolve any outstanding issues
and may do so on an expedited basis.  For the avoidance of doubt,
in the event of an unresolved dispute between the Committee, U.S.
Trustee and the Debtor, no Sale(s) may take place without a further
ruling of the Court.  

Notwithstanding anything to the contrary in the Order or the
Motion, the Debtor, the Committee, and American Fastbacks, Inc. and
Thaler Designs, LLC ("AFTD") have agreed to resolve AFTD's concerns
as follows.  AFTD claims that it owns certain parts, equipment, and
intellectual property, including specialized molds, which AFTD
contends are not property of the estate and have no value to the
Debtor.  AFTD has provided the Debtor and the Committee with its
lists of such property and such property is not being sold pursuant
to this Order.  The parties will work together in good faith to
determine a resolution of these issues.  All parties reserve all
rights with regard to these issues, including without limitation,
AFTD’s rights to object to any future sale or other transfer of
such property by the Debtor and the Debtor and Committee’s rights
to pursue any such sale.

Notwithstanding anything to the contrary in the Order or the
Motion, the Debtor, the Committee, and Sean Oliver, doing business
as ThermoAir Spray Booth Services, have agreed to resolve
ThermoAir's concerns as follows.  ThermoAir claims that it owns
certain specialized auto painting equipment and spraybooth, and
related parts and equipment, which ThermoAir contends are not
property of the estate and has no value to the Debtor.  ThermoAir
has provided the Debtor and the Committee with its lists of such
property and such property is not being sold pursuant to the Order.


The Order will be effective immediately, notwithstanding the 14-day
stay imposed by Federal Rule of Bankruptcy Procedure 6004(h).

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

      http://bankrupt.com/misc/JRV_Group_85_Sales.PDF

                     About JRV Group USA L.P.

JRV Group USA L.P. -- https://www.erwinhymergroup.com/ -- is based
at 1945 Burgundy Place, Ontario, Calif.  It was established on Jan.
30, 2015, to carry out the United States business of Erwin Hymer
Group, a Germany-based recreational vehicle company.  However, in
2016, all business activities of JRV Group were stopped, and it
became a shelf company while EHG Global built out its Canadian
operations through EHG NA.  

JRV Group resumed operating activities in November 2017 and
continued to be owned indirectly by HG Global until Jan. 31, 2019,
comprising a portion of its North American operations.  Between
November 2017 and March 2018, JRV Group acquired various assets in
four asset acquisition transactions.  Beginning in March 2018, JRV
Group operated as a second-tier original equipment manufacturer and
alterer of Jeep Wranglers made by FCA US LLC, an affiliate of Fiat
Chrysler Automobiles N.V.  Its business typically focused on adding
features to the vehicles, such as a tent for camping, that would
make them more desirable for recreational vehicle dealers to sell
to end users and consumers.

JRV Group sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 19-11095) on May 13, 2019.  At the time of
the filing, the Debtor estimated assets of between $1 million and
$10 million and liabilities of between $10 million and $50 million.


The Debtor tapped Pachulski Stang Ziehl & Jones LLP as legal
counsel; Barnes & Thornburg LLP special counsel; Sherwood Partners
Inc. as restructuring advisor; and BMC Group, Inc. as claims and
noticing agent.


K & B DIRECTIONAL: Jennings' Sale of Alba Farm Equipment Approved
-----------------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas authorized Gregory Brent Jennings and Charise
Rashael Jennings, affiliates of K & B Directional, Inc., to sell
the following farm equipment located in Alba, Texas to the
following Buyers:

     a. Doug Latham: (i) Rhino 8' Shredder for $500; (ii) 65 KW
Kato Generator for $ 1,000; (iii) 3 Hay Buggies for $500; (iv) 440
Foot metal feed bunks for $500; (v) 3 Upright Feed Tanks for $750;
(vi) Complete Double 8 Herringbone Parlor System for $1,000; (vii)
Assorted Panels for $500; and (viii) Squeeze Chute for $500;

     b. Norman Ramsey: 2 Irrigation Pumps for $2,000;

     c. Mark Sustaire: (i) Feet Trimming Chute for $1,500; and (ii)
15 Poly Calf Hutches for $750;

     d. Ed Jackson: 15 Poly Calf Hutches for $1,500;

     e. Christine Wallace: 30' x 8' Eby Aluminum Cattle Trailer for
$ 10,000;

     g. Sullivan Equipment Sales: (i) 28' x 6'8" Gooseneck Cattle
Trailer for $6,500; (ii) Kubota RTV (Not Operating) for $2,500;
(iii) Dirt Pan for $1,500; (iv) 41' Grain Auger for $2,000; (v)
Krause Folding Disc for $2,500; (vi) Knight Manure Wagon for
$5,000; and (vii) John Deere 780 Manure Spreader for $5,000; and

     h. Parker Auction Services: Irrigation Reel at auction; and
(ii) 2 Poly Tanks with 4,500-gallon capacity at auction.

The Individual Debtors are authorized to sell the farm equipment
itemized on Exhibit A, free and clear of all liens, claims, and
encumbrances, in "as is" condition, for the stated price or
pursuant to auction procedures.  All properly perfected liens and
encumbrances existing against such equipment will attach to the
respective net proceeds of sale in the same priority as was in
existence against said equipment.

The Individual Debtors are authorized to pay all closing expenses
incurred as a result of the sale of the equipment.  They are
authorized to execute any and all documents necessary to consummate
the sale of the farm equipment and to take any further actions as
may be reasonably requested by a buyer for the purpose of
transferring, assigning, granting, conveying, and conferring title
to the equipment to such particular buyer.

The Closing Agent is authorized to pay from the sales proceeds at
the closing all secured claims existing in priority against such
sales proceeds.

Within seven days of the closing, the Individual Debtors will file
a Report of Sale and Disposition of Proceeds with the Court which
details the sales proceeds received and the disposition of such
proceeds.  

Any net proceeds due and owing to the Individual Debtors after the
satisfaction of all liens and encumbrances from the sales proceeds
will be held by the Closing Agent pending the further order of the
Court.

Since the Motion was unopposed by any party, the 14-day stay period
otherwise imposed by Fed. R. Bankr. P. 6004(h) will not be
applicable to the Order.

                    About K & B Directional

K & B Directional, Inc.'s business consists of the ownership and
operation of oil and gas drilling rigs.

K & B Directional sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42643) on Nov. 27,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.
The Hon. Brenda T. Rhoades is the case judge.  Eric A. Liepins,
P.C., is the Debtor's counsel.


KATHLEEN CAMPBELL: Private Sale of Louisville Property Approved
---------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Kathleen Fritz Campbell's private
sale of the residential rental property located at 151 Crator
Drive, Louisville, Bullitt County, Kentucky for an amount
sufficient to completely payoff Creditor JPMorgan Chase Bank,
National Association's mortgage loan account in full subject to a
proper payoff quote, including attorney fees and costs, that
Creditor will receive any such sale proceeds in full at the time of
closing.

The Debtor has until Dec. 1,2019, to complete and conclude the
sale.  She will list the property for sale no later than Sept. 1,
2019, in the event that the proposed private sale has not been
completed by that date. Any sale of the collateral must be of
benefit to the estate and must pay the Creditor in full.  The
Debtor is obligated to verify the payoff amount prior to completion
of the sale.  She is directed to immediately abandon the sale offer
if she's unable to obtain an offer sufficient to pay off the loan
in full.

The automatic stay invoked by Federal Bankruptcy Rule 11 U.S.C. 5
362 will be terminated without necessity of further order of the
Court effective Dec. 1, 2019, unless extended by the Court.

The Debtor acknowledges that contractual payments on the loan are
currently delinquent and in default.  She further agrees to make
adequate protection payments directly to Creditor in the regular
monthly payment amount of $795 beginning June 15, 2019, and on the
first day of each and every month thereafter, subject to future
payment changes. Failure by Debtor to make any payment required by
this Order within 15 days of the date due will constitute a
default.

All payments will be submitted to: JP Morgan Chase Bank, N.A., Mail
Code: OH4-7119, 3415 Vision Drive, Columbus, OH 43219.  This
payment address is subject to change.

Upon the existence of a default on any provision of the Agreed
Order, the automatic stay invoked by Federal Bankruptcy Rule 11
U.S.C. Section 362 will be terminated in all respects in favor of
Creditor as to the Real Property to allow pursuit of foreclosure
proceedings upon the filing of a certificate of non-compliance.
The Debtor will have 10 days to object to the certificate of
non-compliance on the grounds that the default has been remedied or
that such default did not occur.

The Debtor's Motion to Sell and the Creditor's Motion for Relief
from Stay are resolved pursuant to the terms set forth.

Kathleen Fritz Campbell sought Chapter 11 protection (Bankr. W.D.
Ky. Case No. 18-33552) on Nov. 20, 2018.  The Debtor tapped Michael
W. McClain, Esq., at McClain Dewees, PLLC, as counsel.


LIGHTNING TECHNOLOGYY: Seeks to Hire Red Hill Law Group as Counsel
------------------------------------------------------------------
Lightning Technology, Inc., seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Red Hill Law
Group as its legal counsel.
  
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding the
requirements of U.S. bankruptcy law; examinations of witnesses and
claimants; and the preparation of a plan of reorganization.

The firm's hourly rates are:

     Bert Briones      Principal           $420
     Martina Slocomb   Of Counsel          $360
     Shannon Doyle     Contract Attorney   $300
     Kathe Enright     Paralegal           $150

The Debtor paid the firm the sum of $12,000 as retainer and $1,717
for the filing fee.

Bert Briones, Esq., a principal of Red Hill, 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:

     Bert Briones, Esq.
     Red Hill Law Group
     15615 Alton Parkway, Suite 210
     Irvine, CA 92618
     Telephone: (714) 733-4455
     Facsimile: (714) 733-4450
     Email: bb@redhilllawgroup.com

                  About Lightning Technology

Lightning Technology, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12448) on June
24, 2019.  At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.  The
case is assigned to Judge Scott C. Clarkson.


LUBY'S INC: Incurs $5.30 Million Net Loss in Second Quarter
-----------------------------------------------------------
Luby's, Inc. filed on July 15, 2019, its quarterly report on Form
10-Q with the U.S. Securities and Exchange Commission reporting a
net loss of $5.30 million on $74.76 million of total sales for the
12 weeks ended June 5, 2019, compared to a net loss of $14.59
million on $86 million of total sales for the 12 weeks ended June
6, 2018.

For the 40 weeks ended June 5, 2019, the Company reported a net
loss of $6.15 million on $252.10 million of total sales compared to
a net loss of $31.70 million on $281.29 million of total sales for
the 40 weeks ended June 6, 2018.

Cash used in operating activities was approximately $10.9 million
in the three quarters ended June 5, 2019, an approximate $6.0
million increase from the three quarters ended June 6, 2018.  The
approximate $6.0 million increase in cash used in operating
activities is due to an approximate $4.9 million increase in cash
used for working capital purposes and an approximate $1.1 million
increase in net loss after adjusting for non-cash items.

Cash provided by investing activities was approximately $18.9
million in the three quarters ended June 5, 2019 and an approximate
$7.6 million use of cash in the three quarters ended June 6, 2018.
Capital expenditures were approximately $2.9 million in the three
quarters ended June 5, 2019 and approximately $11.7 million in the
three quarters ended June 6, 2018.  Proceeds from the disposal of
assets were approximately $21.8 million in the three quarters ended
June 5, 2019 and approximately $3.4 million in the three quarters
ended June 6, 2018.  Insurance proceeds received as a result of
claims made from property damage caused by Hurricane Harvey were
approximately $0.8 million in the three quarters ended June 6,
2018.

Cash provided by financing activities was $1.0 million in the three
quarters ended June 5, 2019 compared to an approximate $12.9
million source of cash during the three quarters ended June 6,
2018.  Cash flows from financing activities was primarily the
result of the Company's 2018 Credit Agreement.  During the three
quarters ended June 5, 2019, net cash provided by the Company's
2018 Term Loan was $58.4 million, cash used in Revolver borrowings
was approximately $18.0 million, cash used for Term Loan
re-payments was approximately $36.1 million, cash used for debt
issuance costs was approximately $3.2 million, and cash used for
equity shares withheld to cover taxes was $12,000.  During the
three quarters ended June 6, 2018, cash provided by borrowings on
the Company's Revolver were approximately $14.6 million, cash used
for Term Loan re-payments was approximately $1.4 million, and cash
used for equity shares withheld to cover taxes was $70,000.

As of June 5, 2019, Luby's had $192.06 million in total assets,
$81.91 million in total liabilities, and $110.15 million in total
shareholders' equity.

The Company ended the third quarter with net debt (total debt less
cash) of $32.6 million, a decrease from $35.8 million at the end of
fiscal 2018.  During the third quarter, the Company's capital
expenditures decreased to $1.1 million compared to $3.7 million in
the third quarter fiscal 2018.  At the end of the third quarter,
the Company had $3.2 million in available cash and $9.6 million in
restricted cash.

Third Quarter Key Metrics

   * Same-store sales decreased 4.0%

   * Culinary Contract Services sales increased by 14% to $7.6
     million, up from $6.6 million and segment profit increased
     $0.2 million with margins above 10%

   * Five company owned Fuddruckers restaurants were re-
     franchised.

   * Loss from continuing operations of $5.3 million compared to
     loss of $14.1 million in the third quarter fiscal 2018

   * Store level profit as a percent of restaurant sales was
     10.2%, up from 8.5% -- a 170 basis points improvement

   * Adjusted EBITDA decreased $0.3 million

Chris Pappas, president and CEO, commented, "Our turn-around plan
is two-fold: establishing appropriate cost structures for our
business and growing guest traffic and sales.  We continue to make
progress in efficiently managing restaurant-level costs, resulting
in a store level profit improvement, despite the decline in
same-store sales in the third quarter.  However, we recognize that
our turn-around depends on growing guest traffic and sales.  While
our same-store sales have not yet achieved the improvement we are
striving for, we do see a number of positive developments based on
our recent efforts and initiatives aimed at growing guest traffic.
For instance, at our cafeteria brand, guest traffic has continually
trended better throughout the current fiscal year.  At both of our
core brands, we are providing menu price points that offer
compelling everyday value options starting in the $7.00 to $9.00
range, while still including additional premium offerings at higher
price points. This value orientation is helping to improve our
guest traffic trends and will be central to growing sales.

"Our culinary contract services business added seven net new
locations compared to last year, which are generating incremental
sales and profit.  This continues to be a terrific segment of our
business with significant growth potential.  We continue to pursue
new clients for our signature offering.  In our Fuddruckers
franchise system, we made solid progress on our plans to transition
to a primarily franchise model outside our core Houston, Texas
market: five locations in the San Antonio market transitioned from
company-operated restaurants to franchise-operated locations.

"Through the leadership of our chief operating officer, Todd
Coutee, the re-alignment of team members into the right positions
is substantially complete in restaurant operations.  The restaurant
leadership team and the entire organization are fully focused on
increasing guest traffic by driving restaurant and guest service
initiatives to delight our guests.  We are putting all the pieces
in place so that when we turn the corner and return to sales
growth, we are better positioned for future profitability."

Third Quarter Restaurant Sales:

   * Luby's Cafeterias sales decreased $4.0 million versus the
     third quarter fiscal 2018, due to the closure of six
     locations over the prior year and a 3.1% decrease in Luby's
     same-store sales.  The decrease in same-store sales was the
     result of a 1.2% decrease in guest traffic and a 2.0%
     decrease in average spend per guest.

   * Fuddruckers sales at company-owned restaurants decreased
     $5.3 million versus the third quarter fiscal 2018, due to 18
     restaurant closings and a 6.1% decrease in same-store sales.
     The decrease in same-store sales was the result of a 8.7%
     decrease in guest traffic, partially offset by a 2.8%
     increase in average spend per guest.

   * Combo location sales decreased $0.2 million, or 4.8%, versus
     third quarter fiscal 2018.

   * Cheeseburger in Paradise sales decreased $2.5 million.  The
     decrease in sales is related to reducing operations to a
     single store compared to operating seven locations in the
     third quarter fiscal 2018.

   * Loss from continuing operations was $5.3 million, or $0.18
     per diluted share, compared to a loss of $14.1 million, or
     $0.47 per diluted share, in the third quarter fiscal 2018.

   * Store level profit, defined as restaurant sales plus vending
     revenue less cost of food, payroll and related costs, other
     operating expenses, and occupancy costs, was $6.7 million,
     or 10.2% of restaurant sales, in the third quarter compared
     to $6.6 million, or 8.5% of restaurant sales, in the third
     quarter fiscal 2018.  The improvement in store level profit,
     despite a decline in same-store sales, was the result of
     effective cost management in several areas.  Food costs as
     percent of restaurant sales decreased as the Company focused
     on a return to "classic favorites" with favorable food
     costs.  The Company's restaurant supplies expense and
     repairs and maintenance expense continued to experience
     significant reductions over prior year as these areas
     remained areas of opportunity for cost management.  The
     Company also continues to effectively manage its hourly
     labor costs on a per store basis through efficient
     restaurant staffing.  Store level profit is a non-GAAP
     measure, and reconciliation to loss from continuing    
     operations is presented after the financial statements.

   * Culinary Contract Services revenue increased by $0.9 million
     to $7.6 million with 32 operating locations during the third
     quarter.  New locations contributed the bulk of the revenue
     increase.  Culinary Contract Services profit margin
     increased to 10.3% of Culinary Contract Services sales in
     the third quarter compared to 8.1% in the third quarter
     fiscal 2018.

   * Selling, general and administrative expenses increased $0.9
     million.  Included in this increase is additional marketing
     and advertising spending of $0.6 million as the Company
     commits to investments in its digital media efforts.  Also
     included in the net increase is approximately $1.2 million
     increase in professional fees related to information   
     technology, accounting and other functions.  Of the $1.2
     million increase, $0.7 million relates to one-time
     restructuring related consulting fees surrounding software
     upgrades and evaluations of the Company's cost structure and
     revenue enhancing priorities.  The Company's corporate
     salary, benefits, travel, and supplies expense decreased
     over $0.8 million.  The marketing and advertising component
     of selling, general, and administrative expenses was
     approximately $1.3 million which represents 1.7% of total
     sales.

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

                      https://is.gd/PQT69o

                          About Luby's

Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 130 restaurants nationally as
of June 5, 2019: 80 Luby's Cafeterias, 49 Fuddruckers, one
Cheeseburger in Paradise restaurants.  Luby's is the franchisor for
107 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, Colombia, and Panama.
Luby's Culinary Contract Services provides food service management
to 32 sites consisting of healthcare, corporate dining locations,
sports stadiums, and sales through retail grocery stores.

Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017.  As of March 13, 2019, the Company had
$197.58 million in total assets, $82.49 million in total
liabilities, and $115.08 million in total shareholders' equity.

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


MARGIN HOLDINGS: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Margin Holdings Ltd., LLC
        110 Woodfern Road, Box 1
        Neshanic Station, NJ 08853

Business Description: Margin Holdings Ltd. LLC operates as
                      an investment holding company.

Chapter 11 Petition Date: July 15, 2019

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

Case No.: 19-23707

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Thaddeus R. Maciag, Esq.
                  MACIAG LAW, LLC
                  475 Wall Street
                  Princeton, NJ 08540
                  Tel: 908-704-8800
                  E-mail: MaciagLaw1@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Samuel Ornstein, manager.

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

        http://bankrupt.com/misc/njb19-23707.pdf


MW HEALTHCARE: Fitch Rates $43MM Series A-1 Bonds 'BB'
------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the following bonds
issued by State of Connecticut Health and Educational Facilities
Authority on behalf of MW Healthcare, Inc.:

  -- $43 million revenue bonds, Mary Wade Home Issue, series A-1;

  -- $3 million revenue bonds, Mary Wade Home Issue, series A-2
(Federally Taxable).

Bond proceeds are expected to be used to fund Mary Wade's upcoming
capital project, refinance older debt obligations, reimburse Mary
Wade for project related costs already incurred, pay capitalized
interest costs, fund a debt service reserve fund (DSRF), and to pay
costs of issuance. The bonds are expected to price via negotiated
sale the week of August 5th.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a gross revenue pledge of the obligated
group (OG), first mortgage and security interest in all assets of
the OG, and a DSRF.

KEY RATING DRIVERS

UPCOMING CAPITAL PROJECT: In August 2019, Mary Wade will begin an
expansion project that entails constructing a new 75,000 square
foot building across the street from its current campus. The new
building will have 64 new assisted living units (ALUs) and 20 new
memory care units (MCUs), which are both new service lines. The
project is expected to cost $30 million and will be funded entirely
from the series 2019 bond proceeds. The 'BB' rating incorporates
the full size and scope of the project.

SOLID CENSUS: Mary Wade's long operating history and favorable
local reputation for quality care and services has supported strong
demand across both its service lines. Over the last three fiscal
years, MW has averaged 98% in its residential care home units
(RCHU) and 93% in its skilled nursing facility (SNF) beds. The
strong census levels have been maintained through the seven-month
interim period (ending April 30, 2019) as evidenced by 96%
occupancy in both its RCHUs and SNF beds.

HIGH EXPOSURE TO GOVERNMENTAL PAYORS: Given its current unit mix
and service offerings, a high portion of MW's revenues are derived
from governmental payors, which leaves it susceptible to
programmatic modifications or reimbursement changes. In fiscal
2018, the payor mix (based upon patient days) in MW's SNF was
comprised of 68% Medicaid and 14% Medicare, while its RCHUs were
89% funded by the State of Connecticut's Old Age Assistance (OAA)
fund.

STRONG LIQUIDITY FOR RATING LEVEL: In fiscal 2018, Mary Wade had
$21.8 million in unrestricted cash and investments, which
translates to 568 days cash on hand (DCOH), 47% of pro forma debt,
and 7.2x cushion ratio. All three metrics remain well above Fitch's
below investment grade (BIG) medians of 292 DCOH, 32.1% cash to
debt, and 4.5x cushion ratio. Mary Wade's strong cash reserves help
mitigate concerns over the construction and fill-up risks
associated with its upcoming capital project for a new service
line.

ELEVATED LONG-TERM LIABILITY PROFILE: MW's new ALUs/MCUs are
expected to be accretive to its financial profile and should
generate a significant amount of new revenues that will moderate
its debt burden following project completion and stabilization.
Following the issuance of the series 2019 bonds, Mary Wade's
long-term liability profile will be elevated as evidenced by pro
forma maximum annual debt service (MADS) equating to a high, but
manageable, 20.4% of fiscal 2018 revenues. Pro forma debt to net
available measured a weak 32.8x in fiscal 2018.

ASYMMETRIC RISK CONSIDERATIONS: There are no asymmetric risk
factors affecting the rating determination.

RATING SENSITIVITIES

CAPITAL PROJECT EXECUTION: Any significant project execution issues
such as construction delays, cost overruns or slow fill-up that
negatively affects Mary Wade's operating and financial profiles or
its ability to adequately cover its debt service payments would put
negative pressure on the rating. Conversely, while outside of the
current outlook period, successful project completion, cash reserve
accretion, and debt service coverage levels consistent with Fitch's
expectations would be a positive rating factor.

CREDIT PROFILE

Mary Wade has a long operating history, which dates back to 1866,
when it was founded to provide shelter to homeless and needy young
women and children. At the beginning of the 20th century, MW's
services shifted to focus more on elderly care. MW's operations
primarily consist of a 45-bed residential care home, a 94-bed SNF
(with 20 beds dedicated to short-term rehab), and an adult day care
center. All three services are provided by The Mary Wade Home
(MWH). MWH, along with MW Healthcare, the parent company of MWH and
all affiliated entities, and Mary Wade Residence, the company
created to operate its new ALU/MCU facility, comprise the OG.

Currently, rates in MW's SNF and RCHUs are on a per diem basis. For
its RCHUs, private pay residents' rates range from $161/day -
$192/day, depending on the size/amenities offered in the room,
while the OAA rate is $137/day. In its SNF beds, private room rates
are $519/day and semi-private rooms are $473/day, while Medicare
and Medicaid rates are $612/day and $254/day, respectively. For its
new ALUs/MCUs, MW is expected to charge a one-time, non-refundable
community fee upon admittance, as well as ongoing monthly fees.

Mary Wade's other affiliated entities are all located outside the
OG and consist of MWH Holding, Fair Haven Properties, and Mary Wade
at Home. Both MWH Holding and Fair Haven Properties were
established to acquire and own properties, while Mary Wade at Home
was established to provide companion and personal assistance but is
no longer operational since 2018. Fitch analysis is based upon
consolidated financial statements. In fiscal 2018, the OG comprised
90.4% of consolidated assets and 99% of consolidated revenues.
Total operating revenues of MW were $13.9 million in fiscal 2018.


ONE HORIZON: Signs Consulting Agreement with One Percent
--------------------------------------------------------
One Horizon Group, Inc., entered into a consulting agreement with
One Percent Investments, Inc. on June 28, 2019, pursuant to which
the Consultant agreed to (i) provide consulting and liaison
services to the Company relating to the Company's further
development and implementation of its corporate and business plan;
(ii) advise the Company with respect to potential merger and/or
acquisition activities, alliances, joint ventures and corporate
restructuring and (iii) provide other services as agreed to by the
Company and Consultant which are mutually deemed by the Company and
the Consultant to be reasonably necessary or appropriate to enhance
the Company's business.

In consideration for services rendered by the Consultant to the
Company under the Consulting Agreement, the Company agreed to issue
the Consultant an aggregate of five million restricted shares of
common stock, par value $0.0001 per share, of the Company
immediately upon execution of the Consulting Agreement. The Shares
are subject to anti-dilution protection regarding any reverse stock
splits of the Company's Common Stock.  The Company has also agreed
to compensate the Consultant with an amount of Common Stock or cash
equal to five percent of the total purchase price in connection
with the Company's acquisition of an entity introduced by the
Consultant to the Company and resulting in the Company owning not
less than 51% of such entity.  Notwithstanding the foregoing, that
Consultant will not be issued, at any time during the Term of the
Consulting Agreement or extension thereof, such number of shares of
Common Stock of the Company that would result in the Consultant
beneficially owning more than 9.99% of the Company's issued and
outstanding Common Stock.

The term of the Consulting Agreement is for six months, commencing
on the date of the Consulting Agreement and the Consultant's
receipt of the Shares, subject to earlier termination by the
Company upon 30 days' prior notice or as required by applicable
law.

                    About One Horizon Group

Headquartered in United Kingdom, One Horizon Group, Inc. (NASDAQ:
OHGI) -- http://www.onehorizongroup.com/-- is a media and digital
technology acquisition and software company, which owns Love Media
House, a full-service music production, artist representation and
digital media business.  The Company also and holds a majority
interest in 123Wish, a subscription-based, experience marketplace,
as well as majority interest in Browning Productions &
Entertainment, Inc., a full-service digital media and television
production company.

One Horizon reported a net loss attributable to the Company's
common stockholders of $13.76 million for the year ended Dec. 31,
2018, compared to a net loss attributable to the Company's common
stockholders of $7.43 million for the year ended Dec. 31, 2017.  As
of March 31, 2019, One Horizon had $9.66 million in total assets,
$2.31 million in total liabilities, $605,000 in temporary equity,
and $6.73 million in total stockholders' equity.

Cherry Bekaert LLP, in Tampa, Florida, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 15, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.


ORGANIC BOTTLE: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Organic Bottle Works Inc.
        4802 Murrieta St.
        Chino, CA 91710

Business Description: Organic Bottle Works Inc. --
                      http://obwsocal.com/-- is a privately held
                      company in the UV Screen printing industry.
                      UV Screen printing is an environmentally
                      friendly process where UV ink is applied
                      directly to the surface of glasses or
                      plastic bottles.  The Company serves the
                      personal care, beverage, and pharmaceutical
                      industries.  The Company previously sought
                      bankruptcy protection on June 10, 2019
                      (Bankr. C.D. Cal. Case No. 19-15030).

Chapter 11 Petition Date: July 15, 2019

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Case No.: 19-16132

Judge: Hon. Scott H. Yun

Debtor's Counsel: Dennis Connelly, Esq.
                  LAW OFFICE OF DENNIS CONNELLY
                  2901 W Coast Hwy Ste 200
                  Newport Beach, CA 92663
                  Tel: 949-270-2904
                  Fax: 949-258-5093
                  E-mail: socalesquire@gmail.com

Total Assets: $5,447,790

Total Liabilities: $5,291,673

The petition was signed by Howard Chow, president and CEO.

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

            http://bankrupt.com/misc/cacb19-16132.pdf


PLAINVILLE LIVESTOCK: Trustee Taps Hite Fanning as Legal Counsel
----------------------------------------------------------------
James Overcash, the Chapter 11 trustee for Plainville Livestock
Commission Inc. and Plainville Livestock LLC, seeks approval from
the U.S. Bankruptcy Court for the District of Kansas to hire Hite,
Fanning & Honeyman LLP as his legal counsel.
  
The firm will provide these services in connection with the
Debtors' bankruptcy cases:

     (a) advise the trustee of his rights, powers and duties with
respect to the operation and management or liquidation of the
Debtor's business and assets;

     (b) investigate the extent and validity of liens asserted
against the Debtor's property;

     (c) prepare pleadings, reports and other legal papers; and

     (d) provide other legal services necessary for the
administration of the Debtor's cases.

The firm's hourly rates are:

         Linda Parks         $265
         Scott Hill          $230
         Partners            $230
         Associates          $210
         Paralegal Staff     $135

Linda Parks, Esq., at Hite Fanning, disclosed in court filings that
her firm does not represent any interest adverse to the trustee and
the Debtors' bankruptcy estates.

Hite Fanning can be reached through:

     Linda S. Parks, Esq.
     Hite, Fanning & Honeyman LLP
     100 N. Broadway, Suite 950
     Wichita, KS 67202-2209
     Phone: (316) 265-7741
     Fax: (316) 267-7803
     E-mail: parks@hitefanning.com

               About Plainville Livestock Commission

Plainville Livestock Commission, Inc., operates a livestock auction
house in Kansas. It conducts a weekly cattle sale every Tuesday,
selling all classes of cattle.

Plainville Livestock Commission sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March
1, 2019.  At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of between $10 million and $50
million.  The case is assigned to Judge Robert E. Nugent.  Hinkle
Law Firm, LLC, is the Debtor's bankruptcy counsel.


QUALITY DISTRIBUTION: S&P Alters Outlook to Stable, Affirms B- ICR
------------------------------------------------------------------
S&P Global Ratings affirmed the 'B-' issuer credit rating on
Tampa-based transportation and logistics provider Quality
Distribution Inc. and revised the outlook to stable from negative.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's first-lien term loan and its 'CCC' issue-level rating on
the company's second-lien term loan.

S&P said, "We believe Quality Distribution's credit measures will
improve over the next twelve months as the company experiences
organic revenue growth in the company's operations driven by a
stable chemical end market and slightly improving margins as the
company employs more owner-operators within its chemical segment
and benefits from the exit from its energy business, which had
previously experienced volatile performance. We expect the company
to continue with its strategy of bolt-on acquisitions, which have
been largely funded with debt.

"The outlook on Quality Distribution reflects our expectation for
revenue growth in 2019, driven by a stable chemical end market and
slightly improved margins as the company pursues more
owner-operators in its chemical segment. Including the company's
multi-employer pension liability, we forecast improved credit
metrics with debt to EBITDA in the low 8x-area and FFO to debt in
the mid-single-digit percent area through 2020.

"We could lower our ratings on Quality Distribution over the next
12 months if its liquidity becomes constrained, if earnings
deterioration causes adjusted debt leverage to rise above 9x, or if
its EBITDA interest coverage ratio declines below 1x for a
sustained period.

"We could raise our ratings on Quality Distribution over the next
12 months if its liquidity remains adequate and the company's
operating performance improves substantially, potentially due to
strengthening conditions in the chemical markets or its intermodal
division, causing debt to EBITDA to fall below 7x and FFO to debt
to increase above 6% for a sustained period."


SAFE HAVEN: Sale of Two Bellevue Practices 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
property, including but not limited to the real property, related
to its administration and operation of its assisted living and
skilled nursing facilities located in Bellevue, Idaho -- the Bell
Mountain Village and Care Center, 620 N. 6th Street, Bellevue,
Idaho; and Safe Haven Homes at Bellevue, 314 S. 7th Street,
Bellevue, Idaho -- at a public auction commencing on July 16, 2019,
at 10:00 a.m. (MT) to be held at the Debtor's counsel's office
located at 199 N. Capitol Blvd., Suite 200, Boise, Idaho.

The form of the Purchase Agreement is approved and will serve as
the template for any competing bid pursuant to which the bidder
proposes to effectuate a purchase of the Assets.  A bid also must
include a copy of a redline reflecting all changes to the Purchase
Agreement requested by the bidder, including those related to
purchase price and to remove any provisions that apply only to the
Purchaser.

The Sale Procedures are approved and will govern all bids and sale
procedures relating to the sale contemplated by the motion, with
the following additions:

     a. On the date of the Sale (July 16, 2019), the Debtor will
file a Report of Sale, indicating the results of the auction sale.
Said Report of Sale will be served on all interested parties.

     b. Any party objecting to the sale will file a written
objection by July 23, 2019.  However, if the Sale does not generate
sufficient proceeds to pay Citizens Community Bank, the U.S. Small
Business Administration, or Zions Bank in full (as will be evident
from the Report of Sale failing to affirmatively show enough
proceeds to pay the creditors in full), consent from the
creditor(s) not paid in full must be obtained in order for the sale
to be approved.  The failure of any of these secured creditors to
object does not constitute consent to a sale free and clear of
their liens from the property.

     c. Notwithstanding any other provision in the Sale Procedures,
the following secured creditors are entitled to credit bid on the
following specific property: Bell Mountain Village, Citizens
Community Bank, U.S. Small Business Administration, Safe Haven
Homes, and Zions Bank.  Any of the identified creditors is entitled
to submit a Qualified Bid in letterform to bid in all or part of
their secured claim without meeting the requirements of the Bid
Submission Process Sale Procedures. Each will be deemed a Qualified
Bidder on submission of such a bid and will have the right to
Overbid at any Auction as any other Qualified Bidder.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: July 9, 2019 at 5:00 p.m. (MT)

     b. Initial Bid: The initial Overbid, if any, will provide for
total consideration with a value that exceeds the value of the
consideration in the Highest Qualified Bid by an incremental amount
that is not less than $25,000.

     c. Deposit: (i) $200,000 or 10% of the Bid, whichever is
greater, for the Bell Mountain Village Property; and (ii) $50,000
or 10% of the Bid, whichever is greater for the Safe Haven Homes
Property

     d. Auction: If any Qualified Bids are received by the Bid
Deadline, the Debtor will hold an auction to determine the highest
or otherwise best Qualified Bid for the relevant property on July
16, 2019 at 10:00 a.m. (MT) at the offices of Angstman Johnson, 199
N. Capitol Blvd., Ste 200, Boise, Idaho 83702.

     e. Bid Increments: $5,000

     f. Sale Hearing: July 25, 2019 at 10:00 a.m. (MT)

The notice of the Sale Hearing is approved as reasonably calculated
to provide creditors and other parties in interest with proper
notice of the Sale and Sale Procedures.

The Order will be effective and enforceable immediately upon entry.
Time is of the essence in obtaining the highest and best value for
the bankruptcy estate's assets.

                 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.


SANCHEZ ENERGY: Elects Not to Make Notes Interest Payment
---------------------------------------------------------
Sanchez Energy Corporation has elected to defer making an interest
payment on its 6.125% Senior Notes due 2023 while it continues
ongoing constructive discussions with its bondholders and other
stakeholders on a comprehensive restructuring plan that would
significantly reduce debt and strengthen its overall financial
flexibility to position the Company for long-term success.

The indenture governing the 6.125% Notes provides for a 30-day
grace period, which expires on Aug. 14, 2019, to make the scheduled
interest payment.

Sanchez Energy said it continues to maintain strong cash liquidity
and is operating its business in the normal course.

                       About Sanchez Energy

Headquartered in Houston, Texas, Sanchez Energy Corporation --
http://www.sanchezenergycorp.com/-- is an independent exploration
and production company focused on the acquisition and development
of oil and natural gas resources in the onshore United States. The
Company is currently focused on the horizontal development of
significant resource potential from the Eagle Ford Shale in South
Texas, and it also holds other producing properties and undeveloped
acreage, including in the Tuscaloosa Marine Shale in Mississippi
and Louisiana which offers potential future development
opportunities.

The Company reported a net loss attributable to common stockholders
of $3.46 million in 2018, following a net loss attributable to
common stockholders of $35.05 million in 2017.  As of March 31,
2019, Sanchez Energy had $3.04 billion in total assets, $3.06
billion in total liabilities, $472.36 million in mezzanine equity,
and a total stockholders' deficit of $487.28 million.

                           *    *    *

As reported by the TCR on Nov. 12, 2018, S&P Global Ratings lowered
its issuer credit rating on Sanchez Energy Corp. to 'CCC' from 'B'
and revised the outlook to negative from stable.  S&P said "The
downgrade reflects our view that Sanchez' capital structure is
unsustainable and that the risk of debt restructuring is high.

Also in November, 2018, Moody's Investors Service downgraded
Sanchez Energy Corporation's B3 Corporate Family Rating to 'Caa1'.
"Sanchez's ratings downgrade reflects its stubbornly high debt
levels and disappointing production results attributable to its
$1.05 billion (net) acquisition of additional Eagle Ford Shale
acreage in March 2017, which has pressured its liquidity and
prompted Moody's concern that the company's capital structure as
presently constituted may be unsustainable," commented Andrew
Brooks, Moody's vice president.


SEARS HOLDINGS: Modifies Plan to Reflect Non-Substantive Changes
----------------------------------------------------------------
Sears Holdings Corporation and its debtor affiliates filed a
Modified Second Amended Joint Chapter 11 Plan and accompanying
Disclosure Statement to reflect clarifying, non-substantive
modifications.

General Unsecured Claims (other than Kmart WA Guarantee Claims)
(Class 4(A)) are impaired. Each such holder thereof shall receive
its Pro Rata share of (i) the General Unsecured Liquidating Trust
Interests and (ii) the Specified Unsecured Liquidating Trust
Interests; provided, that for the avoidance of doubt, no Specified
Unsecured Liquidating Trust Interests shall be granted to holders
of Allowed ESL Unsecured Claims.

Secured Claims (Class 2) are impaired. each holder of an Allowed
Secured Claim will receive from the Debtor against which its
Secured Claim is Allowed, on account and in full satisfaction of
such Allowed Claim, at the option of the Debtors or Liquidating
Trustee, as applicable: (i) Cash in an amount equal to the Allowed
amount of such Secured Claim; (ii) transfer of the collateral
securing such Secured Claim or the proceeds thereof in satisfaction
of the Allowed amount of such Secured Claim; or (iii) such other
treatment sufficient to render such holder’s Allowed Secured
Claim Unimpaired.

PBGC Claims (Class 3) are impaired. PBGC shall receive from the
Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest
and (ii) in respect of the Allowed PBGC Unsecured Claims, subject
to Section 9.2(a)(viii) of the Plan, PBGC’s Pro Rata share of (w)
Kmart WA Guarantee General Unsecured Liquidating Trust Interests;
(x) Kmart WA Guarantee Specified Unsecured Liquidating Trust
Interests; (y) the General Unsecured Liquidating Trust Interests;
and (z) the Specified Unsecured Liquidating Trust Interests, in
full and final satisfaction, settlement, release, and discharge of
all PBGC Claims against Kmart of Washington LLC.

Guarantee Claims (Class 4(B)) are impaired. Each such holder
thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee
General Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) Kmart WA Guarantee Specified Unsecured
Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that
would have been distributed to PBGC on account of Kmart WA
Guarantee General Unsecured Liquidating Trust Interests and Kmart
WA Guarantee Specified Unsecured Liquidating Trust Interests.

ESL Unsecured Claims (Class 5) are impaired. Each such holder
thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee
General Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) the General Unsecured Liquidating Trust
Interests; and (iii) any Excess PBGC Amounts that would have been
distributed to PBGC on account of Kmart WA Guarantee General
Unsecured Liquidating Trust Interests.

Intercompany Claims (Class 6) are impaired. On the Effective Date,
pursuant to the Plan Settlement as provided in Section 9.2 of the
Plan, except as provided in Section 9.2(e) of the Plan, no separate
distributions shall be made under the Plan on account of
Intercompany Claims, and such Claims shall be extinguished by
distribution, contribution, or otherwise, in the discretion of the
Debtors and in accordance with section 9.2(a) of the Asset Purchase
Agreement.

Intercompany Interests (Class 7) are impaired. Each such holder
thereof shall neither receive nor retain any property of the Estate
or direct interest in property of the Estate of the Debtors on
account of such Intercompany Interest.

Subordinated Securities Claims (Class 8) are impaired. Holders of
Subordinated Securities Claims shall not receive or retain any
property under the Plan on account of such Subordinated Securities
Claims. On the Effective Date, all Subordinated Securities Claims
shall be deemed cancelled without further action by or order of the
Bankruptcy Court, and shall be of no further force and effect,
whether surrendered for cancellation or otherwise.

The Debtors and Liquidating Trust shall fund Distributions and
satisfy applicable Allowed Claims under the Plan using: (a) Cash on
hand; (b) Cash from Net Proceeds of Total Assets; (c) Cash from the
Wind Down Account; and (d) Cash from the Carve Out Account.

A full-text copy of the Modified Second Amended Disclosure
Statement dated July 9, 2019, is available at
https://tinyurl.com/y4uwv3ba from PacerMonitor.com at no charge.

A redlined version of Modified Second Amended Disclosure Statement
dated July 9, 2019, is available at the
https://tinyurl.com/y4cqzvs2 from Prime Clerk at no charge.

                   About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.

The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors.  The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.



SOFTWARE OPS: Aug. 29 Hearing on Disclosure Statement
-----------------------------------------------------
The Court will consider the approval of the Disclosure Statement at
a hearing on August 29, 2019 at 2:00 p.m., in Courtroom No. 301,
U.S. Bankruptcy Court, 230 N. First Ave., Phoenix, AZ 85003.

The objection must be filed by August 22, 2019 which date is at
least seven (7) calendar days prior to the Disclosure Statement
Hearing

                       About Software Ops

Based in Scottsdale, Arizona, Software Ops LLC --
http://www.softwareops.com/-- a full service company that builds
mobile app systems for both startups and enterprise businesses,
filed a voluntary Chapter 11 Petition (Bankr. D. Ariz. Case No.
19-06831) on June 3, 2019.  The case is assigned to Hon. Scott H.
Gan.

The Debtor's counsel is Thomas H. Allen, Esq., at Allen Barnes &
Jones, PLC, in Phoenix, Arizona.

At the time of filing, the Debtor had estimated assets of $100,000
to $500,000 and estimated liabilities of $1 million to $10
million.

The petition was signed by Joseph Michels, manager.

The Chapter 11 cases of Software Ops, LLC, and Joseph L. Michels
and Lynn M. Michels are jointly administered under Case No.
19-06831.


SUGARLOAF HOLDINGS: Sept. 17 Hearing on Disclosure Statement
------------------------------------------------------------
Sugarloaf Holdings, LLC, asks the Bankruptcy Court to approve the
disclosure statement explaining its Chapter 11 Plan and set the
following confirmation schedule:

   -- Hearing on Approval of Disclosure Statement at 10:00 a.m. on
September 17, 2019.

   -- Objection and Voting Deadline on October 10, 2019.

Under the Plan, Class 3 All General Unsecured Claims are impaired
and will be paid in full of a Term 4 years, with Semiannual
payments on 4-year amortization schedule.

Class 1 First-lien secured Bank of West are impaired and will be
paid in full of a Term 7 years with Annual payments on 25-year
amortization schedule.

Class 2 Secured Creditor AgCo are impaired and will be paid in full
of a Term 5.5 years, Annual payments on 5.5-year amortization
schedule.

Class 4 Insider General Unsecured Claim are impaired. No payments
until all others are paid in full.

All payments below funded through operations.

A full-text copy of the Disclosure Statement dated July 8, 2019, is
available at https://tinyurl.com/y469qp7c from PacerMonitor.com at
no charge.

Attorneys for the Debtor are Brian M. Rothschild, Esq., Grace S.
Pusavat, Esq., and Michael R. Brown, Esq., at Parsons Behle &
Latimer, in Salt Lake City, Utah.

                   About Sugarloaf Holdings

Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a
privately-held company in Lehi, Utah, whose business consists of
farming and ranching operations.

Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case
No. 18-27705) on Oct. 15, 2018.  In the petition signed by David J.
Gray, manager, the Debtor disclosed $21,067,619 in total assets and
$15,666,618 in total debt.  The case is assigned to Judge Kevin R.
Anderson.  The Debtor is represented by Parsons Behle & Latimer.
The Debtor tapped Berkeley Research Group as its financial advisor;
Dwayne Asay and Squire & Company, PC, as accountants; and J. Philip
Cook and J. Philip Cook, LLC, as forensic real estate
professionals.


SUNESIS PHARMACEUTICALS: Aisling Has 10% Stake as of July 15
------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Aisling Capital IV, LP, Aisling Capital Partners IV,
LP, Aisling Capital Partners IV LLC, Steve Elms, and Andrew Schiff
reported that as of July 15, 2019, they beneficially own 10,100,000
shares of common stock of Sunesis Pharmaceuticals, Inc.,
constituting 10 percent based on 100,911,754 shares of Common Stock
issued and outstanding, as reported in the Issuer's Prospectus
Supplement dated July 10, 2019, filed with the SEC on on July 12,
2019.  A full-text copy of the regulatory filing is available for
free at:

                        https://is.gd/xZhWJj

                    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.  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 March 31, 2019, the
Company had $27.75 million in total assets, $10.66 million in total
liabilities, and $17.08 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.


TAYLOR BUILDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Taylor Building Products, LLC
        P.O. Box 363
        Falls Creek, PA 15840

Business Description: Taylor Building Products LLC is a
                      privately held company that provides
                      concrete building products.

Chapter 11 Petition Date: July 15, 2019

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Case No.: 19-70426

Judge: Hon. Jeffery A. Deller

Debtor's Counsel: Kevin J. Petak, Esq.
                  SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC
                  1067 Menoher Boulevard
                  Johnstown, PA 15905
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  Email: kpetak@spencecuster.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott R. Taylor, member.

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

           http://bankrupt.com/misc/pawb19-70426.pdf


TELEXFREE LLC: Trustee's $480K Sale of Coconut Creek Property OK'd
------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized the private sale by Stephen B.
Darr, the Chapter 11 Trustee of TelexFree, LLC and its
debtor-affiliates, of all of the Estates' right, title and interest
in the real property located at 4506 San Mellina Drive, Coconut
Creek, Florida to Gary A. Anderson or his nominee for the sum of
$480,000.

Effective upon the closing of the sale of Real Property, title in
and to the Real Property will vest in the Purchaser free and clear
of all liens, claims, encumbrances and interests, including any
interest in Homestead, that exist against the Real Property, with
such liens, claims, encumbrances, and interests to attach to the
proceeds of the sale.

The Trustee is authorized to pay, without further order, any
ordinary and usual closing costs associated with the sale of the
Real Property, including without limitation the payment of a real
estate broker's commission, any unpaid real estate taxes,
homeowner's association charges and the $5,000 closing cost credit,
with such costs to be paid from the net Proceeds of the sale at the
time of closing.

The Trustee is authorized to execute and deliver such closing and
other confirmatory documents and to do such things as are necessary
and appropriate and as are reasonably requested by the Purchaser to
implement and effectuate the sale of the Real Property to the
Purchaser.

Irrespective of Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, the Order will be effective immediately upon entry and
the sale may be closed forthwith.

                      About TelexFree, LLC

TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE had over 700,000 associates or promoters
worldwide.

TelexFREE though was facing accusations of operating a $1
billion-plus pyramid scheme.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.
TelexFREE estimated $50 million to $100 million in assets and $100
million to $500 million in liabilities.

Alvarez & Marsal North America, LLC, is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving as
legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

In May 2014, the Nevada bankruptcy court approved the motion by the
U.S. Securities & Exchange Commission to transfer the venue of the
Debtors' cases to the U.S. Bankruptcy Court for the District of
Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and
14-40989).

On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee.


TPC GROUP: Moody's Rates $930MM Sr. Sec. Notes B2, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to TPC Group Inc.'s
new $930 million senior secured notes due June 2024. TPC's B2
Corporate Family Rating and stable outlook are unchanged. The
proceeds of the debt will be used to refinance the existing senior
secured notes due December 2020, secured term loan due 2020, reduce
debt outstanding under the ABL and pay fees and expenses. TPC will
also replace its existing $155 million ABL facility with a $200
million ABL facility due 2024; this ABL is not rated. The
transaction does not meaningfully increase leverage but it does
give the company greater financial flexibility and prevents the
existing debt from going current. The rating on the existing senior
secured notes will be withdrawn following their repayment.

Assignments:

Issuer: TPC Group Inc.

Gtd. Senior Secured Notes, Assigned B2 (LGD4)

RATINGS RATIONALE

TPC's B2 CFR reflects the improved performance in the last four
quarters following the second turnaround of the dehydro unit and
restructured C4 processing contracts as well as the expectation of
increased volumes and profitability from new ethylene capacity in
the Gulf. TPC is the only independent processor of crude C4s on the
Gulf Coast with two facilities, one in Houston and the other in
Port Neches, approximately 90 miles apart.

The rating is tempered by limited product and operational
diversity, exposure to volatile commodity prices and ownership by
two private equity firms, which direct its financial policy. The
company's operations have been susceptible to unplanned downtime
due to the concentration of feedstock suppliers and weather events.
TPC is subject to earnings volatility due to significant price
movements in its feedstocks and finished products that can reduce
or expand margins somewhat unpredictably from quarter to quarter.
TPC's environmental risks are viewed as lower than average for a
commodity chemical producer due to the size of the company and the
nature of raw materials and products produced.

Despite challenging industry conditions over the past two quarters
due to the decline in commodity prices and destocking, TPC has
performed better than most commodity chemical companies. LTM March
31, 2019 credit metrics were Debt/EBITDA of just under 5.0x and
Retained Cash Flow (RCF)/Debt of just over 10%. The aforementioned
metrics include Moody's standard adjustments to financial
statements, which add roughly $195 million to debt, $62 million to
EBITDA and $44 million to RCF. Due to the high level of annual rent
expense ($59 million), Moody's credit metrics are stronger than
credit metrics based on TPC's reported numbers. Reported financials
generate a Debt/EBITDA of 5.6x and a RCF/debt of 7.4% for the LTM
period.

The stable outlook for TPC reflects the expectation that credit
metrics will improve in 2019 as the company's crude C4 processing
volumes expand and it produces modestly higher volumes in
Performance Products.

There is potential for upgrade if the company can sustain $250
million in EBITDA on an annual basis and balance sheet debt remains
at or below current levels. An upgrade would also require that
TPC's owners were committed to maintaining low leverage on a
sustained basis and not incurring additional debt subsequent to the
refinancing of the 2020 notes. Conversely, the ratings could be
downgraded if TPC encounters adverse industry or operating
conditions that increase leverage above 6.0x on a sustained basis
or if available liquidity falls below $75 million, or any of its
debt is not refinanced more than a year prior to maturity.

TPC's adequate liquidity will be supported by the substantial
amount of liquidity available under the new $200 million ABL
facility. TPC generally maintains a small cash balance of $5
million or less and is expected to generate better cash flows given
more cost effective operations and stronger contract positions.

The principal methodology used in this rating was Chemical Industry
published in March 2019.


VERITY HEALTH: $30K Sale of All Assets of VMF's Medical Clinics OKd
-------------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California authorized the Asset Purchase Agreement of
Verity Health System of California, Inc. ("VHS"), and its
affiliated debtors, with Dr. Matthew D. Mingrone, M.D., and Union
Square Hearing, Inc., in connection with the private sale of all of
the assets of Verity Medical Foundation ("VMF")'s medical clinics,
located at (i) 2504 Samaritan Drive, Suite 20, San Jose, California
and (ii) 450 Sutter Street, Suite 1404, San Francisco, California,
for 30,000, plus the amount of any security deposits held by the
lessors under the Leases or any equipment leases assumed.

A hearing on the Motion was held on June 19, 2019 at 10:00 a.m.

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

                  About Verity Health System

Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care.  Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles.  In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health.  Verity Health also includes Verity Medical
Foundation.  

With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.  
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.

Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018.  In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.  

Judge Ernest M. Robles presides over the cases.

The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 17, 2018.


VOYAGER AVIATION: Fitch Affirms BB- LT IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Voyager Aviation Holdings, LLC's
Long-Term Issuer Default Rating at 'BB-' and senior unsecured notes
rating at 'B+'. The Rating Outlook is Stable.  

These rating actions are being taken in conjunction with a broader
aircraft leasing industry peer review conducted by Fitch, which
includes nine publicly rated firms.

The following issuance have been marked as paid-in-full:

KEY RATING DRIVERS

The rating affirmation reflects Voyager's solid cash flows, as
evidenced by contractual lease revenue; well-defined business model
of owning and leasing predominantly young, wide-body aircraft;
long-term lease contacts, improved leverage and the lack of
immediate funding needs.

Rating constraints include Voyager's secured funding profile,
relatively short track record, smaller and less liquid fleet of
widebody aircraft when compared with other aircraft lessors focused
on more broadly utilized/traded narrow-body aircraft, and private
equity ownership, which results in elevated balance sheet leverage
and weaker corporate governance when compared to public peers.

Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business, vulnerability
to exogenous shocks, reliance on wholesale funding sources, and
increased competition.

On June 29, 2018, Amedeo Capital Limited acquired Voyager's
U.S.-based management company and made a minority investment in
Voyager, representing 2.5% of the total equity interests of the
operating lessor. Amedeo provides management and aircraft support
services to Voyager and the combined platform manages approximately
$7 billion in assets, allowing Voyager to access a wider range of
funding channels. Amedeo also has vast experience and knowledge
with sale and leaseback transactions, strategic portfolio
acquisitions and strong relationships with the original equipment
manufacturers and airlines, which provides the potential for
improved scale and operating efficiencies for both firms. The
majority of Voyager's earnings are generated from operating lease
revenue, offset by management/servicing fees paid to Amedeo.

In 2018, Voyager began re-alignment of its fleet in an effort to
manage exposures and position the company for the future growth. As
a result, the company sold eight aircraft during the year and
recorded $46.7 million of asset impairment charges to the flight
equipment net book value and a $2.2 million impairment charge to
the maintenance right assets. All in all, the charge offs totalled
approximately 1.8% of the average net book value of Voyager's
aircraft portfolio.

On June 27, 2019, Voyager Air Limited, a legally separate
closed-ended investment company, announced its intention to proceed
with an initial public offering and use the proceeds to acquire up
to five widebody aircraft from Voyager. The portfolio will be
comprised of up to three Boeing 777-300ERs leased to Philippine
Airlines and two Airbus A330-300s leased to Sichuan Airlines.
Voyager will make a strategic investment of up to 25% of the
shares. Fitch anticipates the expected sale of up to five aircraft
to be credit neutral for Voyager and is in line with its strategic
objectives.

Fitch views the recent and expected sale of the five aircraft as
part of the company's broader fleet re-alignment as they will
eliminate Voyager's exposures to both Philippine Airlines and
Sichuan Airlines as well as reduce the company's exposure to the
777-300ER aircraft. The recently recorded impairment charges are
viewed as credit neutral in the context of the assigned rating
level and the accompanying re-alignment of fleet composition and
lessee concentrations.

At March 31, 2019, Voyager's fleet consisted of 22 aircraft with a
net book value of $2.2 billion, comprised predominately of
widebodies, including A330-200, A330-300, B777-300ER and B787-8 and
B747-8F freighters. The weighted average age was 4.3 years and the
weighted average remaining lease term was 7.5 years, which compares
favorably to other aircraft lessors. However, the portfolio is
fairly concentrated by customer and geography, as Voyager had only
nine customers across eight countries. The top lessees in 1Q19
included, Turkish Airlines (29%), Philippine Airlines (20%),
AirBridgeCargo (14%) and Air France (9%).

Fitch's concerns about the credit profile of certain Voyager
lessees have diminished, as the company maintained a 100%
utilization rate as of March 31, 2019.  Alitalia (5.2% of 1Q19
lease revenue) continues to operate two Airbus A330-200 aircraft on
lease from Voyager and remains current on all lease payments.
Alitalia is an Italian airline that filed a petition for
Extraordinary Administration proceedings in the Italian Bankruptcy
Court in May 2017.
    
Despite its long-dated contracted lease stream, healthy lease yield
of 11.9% and consistently positive operating cash flow generation,
the company's profitability is weak given relatively high overhead
due to small scale, elevated depreciation due to the young age of
the aircraft and high interest expenses. Reported losses in 2018
were driven by impairment charges and Fitch expects the company
will continue to report operating losses in the near future due to
potential losses on the future sales of its aircraft and will
return to profitability only after it completes its portfolio
realignment.
    
Voyager's leverage, measured as debt to tangible equity, was 3.6x
as of March 31, 2019, down from 4.7x at year-end 2017 and 4.8x at
year-end 2016. The company's leverage declined over the past year
as Voyager repaid debt associated with the eight sold aircraft and
now is more in line with the company's target leverage range.
Fitch anticipates Voyager's leverage will stabilize around current
levels for the foreseeable future, barring large debt-funded M&A
activity.

The company's funding consists of bank loans, term loans backed by
the Aircraft Finance Insurance Consortium (AFIC) and unsecured
debt. Voyager established access to the unsecured bond market in
2014-2015, issuing an aggregate of $635 million of notes which have
since been repaid.  On Aug. 10, 2018, the company issued $500.0
million of 8.5% senior notes due on August 15, 2021; however, at
March 31, 2019, $459 million of those notes remained outstanding,
which represented 24.3% of total debt funding.  

Voyager has adequate liquidity, comprised of $68 million of cash on
hand and $82 million of annualized cash flow from operations, which
is sufficient relative to $149 million of debt maturities over the
next twelve months. Fitch believes the company will generate
positive operating cash flows driven by total contracted revenue of
$1 billion over the next five years, which represented
approximately 65% of total debt maturing over the same period, as
of March 31, 2019. This will provide an adequate source of debt
repayment absent lessee credit events.  

The Stable Outlook reflects Fitch's expectations that Voyager will
maintain leverage near current levels, stable lease rates and
corresponding positive operating cash flows driven by the long
weighted average lease terms. Fitch anticipates future impairment
losses will abate with the completion of the fleet re-alignment and
the company will return to profitability by 2020. These supportive
elements of the Stable Rating Outlook are counterbalanced by
Fitch's expectation of longer-term normalization of broader
aircraft leasing market conditions including the potential for
increases in airline bankruptcies, further aircraft repossessions,
reduced financing availability and/or increased financing costs.

The senior secured debt ratings are equalized with Voyager's IDR
given the heavily secured funding profile and reflects average
recovery prospects for secured debt-holders under a stress
scenario. The senior unsecured debt rating is one notch below
Voyager's IDR given the subordination of these obligations, the
lack of an unencumbered asset pool, and below average recovery
prospects under a stress scenario.

The IDR and ratings on the senior unsecured notes issued by Voyager
Finance Co. are supported by the guarantee from Voyager and are
therefore equalized with Voyagers' IDR and those of senior
unsecured debt of the company, respectively.

RATING SENSITIVITIES

Voyager's ratings could be positively influenced by enhanced scale
and lessee diversification provided such actions are undertaken at
a moderate pace and do not adversely affect underwriting or pricing
terms. Sustained leverage below 3.75x, sustained improvements in
profitability, and improved portfolio diversification with
increased exposure to liquid narrow-body aircraft and sustained
four year average impairment ratio of below 1% would also be viewed
favorably.

Voyager's ratings could be negatively affected by credit
deterioration of underlying lessees, particularly those which
represent a meaningful portion of Voyager's portfolio; a
significant increase in leverage levels; rapid expansion that is
not accompanied by consistent underwriting standards and
commensurate growth in capital levels and staffing; out sized
impairment charges or an inability to successfully navigate market
downturns.

The ratings of the senior secured debt are primarily sensitive to
changes in Voyager's IDR and secondarily to the relative recovery
prospects of the instruments.

The ratings of the unsecured debt are primarily sensitive to
changes in Voyager's IDR. A meaningful increase in the proportion
of unsecured funding and the creation of an unencumbered asset
pool, which results in a meaningful improvement in recovery
prospects for unsecured creditors, could result in an upgrade of
the unsecured debt rating.


W3 TOPCO: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to W3 Topco LLC's
proposed $405 million senior term facility due 2026, including a
$330 million term loan and a $75 million delayed draw term loan. At
the same time, Moody's affirmed the company's B3 Corporate Family
Rating and B3-PD Probability of Default Rating (PDR). The rating
outlook remains stable.

W3 Topco LLC is the holding company of Total Safety U.S., Inc.

Proceeds from the $330 million term loan will be used to refinance
the existing $207 million term loan, repay revolver borrowings, and
pay for an acquisition. As part of this refinancing transaction,
the company will also replace its existing revolver with a $75
million asset backed revolving credit facility due 2024.

"The refinancing favorably extends the term loan maturity to 2026
and enhances revolver liquidity," said Arvinder Saluja, Moody's
Vice President. "The increase in EBITDA from Total Safety's
acquisitions will offset the impact of higher balance sheet debt on
leverage metrics."

Assignments:

Issuer: W3 Topco LLC

Gtd. Senior Secured Term Loan, Assigned B3 (LGD4)

Gtd. Senior Secured Delayed Draw Term Loan, Assigned B3 (LGD4)

Outlook Actions:

Issuer: W3 Topco LLC

Outlook, Remains Stable

Affirmations:

Issuer: W3 Topco LLC

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Term Loan, Affirmed B3 (LGD4)

RATINGS RATIONALE

Total Safety's B3 CFR reflects the company's moderate size and
scale with $70-80 million of expected EBITDA, some (albeit reduced)
exposure to the volatile upstream oil and gas market, and some
customer concentration. The rating benefits from geographic
diversification, good liquidity, and exposure to the relatively
stable downstream energy market. The company's leverage is expected
to remain below 5x and liquidity adequate over the next year,
supportive of its credit profile.

Total Safety's good liquidity profile reflects expectations of
positive free cash flow and minimal revolver needs. While
underlying cash flows have some seasonality, Moody's believes free
cash flow will be positive in 2019 aided by an amply covered
interest burden and minimal capital sending needs. As a result of
the term loan upsizing by $120 million during refinancing, the
company will repay borrowings under the $75 million revolving
credit facility due 2024, which Moody's expects to remain mostly
undrawn through 2019. Moody's believes this leaves the company with
enough cushion to cover all of its day-to-day operations and debt
service. Generally revolver needs are highest in the third quarter
leading into the early fall, in step with the refinery turnaround
season. The revolver credit agreement contains a fixed charge
covenant of 1.1x which would be triggered if the revolver
availability were to reduce to 20%; Moody's does not expect the
covenant to spring through 2020. The term loan will have a maximum
net leverage covenant (level yet to be set). Moody's expects the
company to maintain adequate cushion under that financial
covenant.

Debt capital will be comprised of a first lien senior secured ABL
revolving credit facility due 2024 and the proposed senior term
facility due 2026. Even though the ABL revolver benefits from the
borrowing base calculated as a portion of accounts receivable and
inventory and ABL priority collateral, it's relatively small size
allows the term facility to be rated at the same level as the
company's B3 CFR despite its seniority claim.

The stable rating outlook incorporates Moody's expectation that the
downstream business and margins would not deteriorate and that
liquidity will be sufficient to meet its capital needs through
2020. The ratings could be downgraded if debt/EBITDA were to
increase above 5.5x for a sustainable period or if liquidity
meaningfully deteriorates. An aggressively financed acquisition or
a step-out acquisition that increases the business risk profile
could also lead to a downgrade. The ratings could be upgraded if
Total Safety were to exceed $100 million in EBITDA while
maintaining maximum leverage of 4.5x.

W3 Topco LLC is a holding company controlling Total Safety U.S.,
Inc., a global provider of industrial safety services and equipment
primarily for the upstream and downstream energy, petrochemical,
chemical and other end markets. Total Safety is owned by affiliates
of private equity sponsor Littlejohn & Co.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.



WINDSOR MARKETING: July 19 Plan Confirmation Hearing
----------------------------------------------------
The Fourth Amended Disclosure Statement explaining the Fourth
Amended Chapter 11 Plan of Windsor Marketing Group, Inc., is
approved.

July 29, 2019 at 10:00 a.m. is fixed as the date of the hearing to
consider confirmation of the Plan in the United States Bankruptcy
Court, 450 Main Street, 7th Floor, Hartford Connecticut.

Written objections to the Plan must be filed and served no later
than 5:00 p.m. on July 24, 2019.

                About Windsor Marketing Group

Headquartered in Suffield, Connecticut, Windsor Marketing Group,
Inc. -- https://windsormarketing.com/ -- is a privately held
company that develops and implements innovative in-store marketing
programs for more than 3,000 clients, including some of the
nation's top retailers.  Founded in 1976, Windsor Marketing helps
retailers make their stores easier to shop, reduce turnaround times
and lower production and fulfillment costs.

Windsor Marketing Group filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 18-20022) on Jan. 8, 2018.  In the petition signed
by Kevin F. Armata, president, the Debtor estimated assets and
liabilities at $10 million to $50 million.

The Debtor's counsel is James Berman, Esq., at Zeisler & Zeisler,
P.C.

The U.S. Trustee for Region 2 on Jan. 22, 2018, appointed three
creditors to serve on an official committee of unsecured creditors.
Lowenstein Sandler LLP, serves as counsel to the Committee; and
Neubert, Pepe & Monteith, P.C., as its Connecticut counsel.


WJA ASSET: Luxury May Reallocate Previously OK'd Expenditures
-------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Luxury Asset Purchasing
International, LLC, and its three members, 5827 Winland Hills Drive
Development Fund, LLC, TD REO Fund, LLC, and CA Real Estate
Opportunity Fund III, LLC ("CA REO III"), affiliates of WJA Asset
Management, LLC, to reallocate and use $22,000 in funds that were
previously authorized to be expended but not actually used and to
spend an additional $15,000 to pay for the cost of a traffic impact
study proposal and for an RV to park on the land to house the
caretakers who reside at the property.  

Luxury is authorized to enter into the agreement with Linscott Law
& Greenspan and to pay the firm up to $15,000.  Luxury is
authorized to spend up to $21,000 to purchase a residential vehicle
to park on the Property, as defined in the Motion, to house the
caretakers.

To the extent that the foregoing items are not paid for with a
reallocation of $22,000 in previously-authorized expenditures, the
Luxury Members, as that term is defined in the Motion, are
authorized to loan these sums to Luxury with the amount of the
payments based on their respective ownership interests in Luxury,
via interest-free unsecured loans to Luxury to be treated as
administrative expense claims against Luxury.

                   About WJA Asset Management

Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals.  Many of the existing
funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
s0ecured by real estate, suffered losses.

William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor.  Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al.  William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.

On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions.  On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition.  The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.

Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.

At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.  

Judge Scott C. Clarkson presides over the cases.

Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.  Ann Moore of
Norton Moore Adams has been tapped as special counsel.  Elite
Properties Realty is the broker.


WP CPP: Moody's Rates $50MM 1st Lien Term Loan Due 2025 'B2'
------------------------------------------------------------
Moody's Investors Service said that WP CPP Holdings, LLC's
recapitalization has no impact on its ratings at this time. The
recapitalization will result in joint ownership between Warburg
Pincus and Berkshire Partners and involves a significant new equity
contribution from Berkshire to buy out a portion of Warburg Pincus'
existing equity investment. The recapitalization will be in part
financed through about $150 million of incremental debt and will
increase Moody's-adjusted debt-to-EBITDA to around 7.5x, from 6.7x.
All ratings, including the company's B3 Corporate Family Rating and
B3-PD Probability of Default Rating, and the B2 first lien senior
secured rating and Caa2 second lien senior secured rating, are
unchanged. Moody's assigned a B2 rating to the company's $50
million delayed draw first lien term loan. The outlook is stable.
Concurrent with the recapitalization, CPP is expected to acquire
Pacific Cast Technologies Inc. from Allegheny Technologies (PCT) in
an all debt-financed transaction.

The following summarizes the rating actions:

Issuer: WP CPP Holdings, LLC

Assignments:

  Senior Secured $50 million delayed draw first lien
  term loan due 2025, Assigned B2 (LGD3)

LGD Adjustments:

  Senior Secured 2nd Lien Bank Credit Facility, Upgraded
  to LGD5, from LGD6

RATINGS RATIONALE

The B3 Corporate Family Rating balances CPP's modest scale, mixed
operating history, and levered balance sheet against the company's
incumbency position on multiple products that have significant
barriers to entry. CPP's expanding set of capabilities and
technologies have translated into meaningful content wins on a
number of growth platforms in commercial aerospace and industrial
gas turbine markets. Moody's expects these wins to translate into
healthy sales and earnings growth over the next few years.

Nevertheless, leverage remains high (pro forma Moody's-adjusted
Debt-to-EBITDA of around 7.5x), earnings remain noisy with multiple
add-back items, and free cash generation over the next 12 to 18
months is expected to be negative in the face of elevated capital
expenditures. Furthermore, CPP faces execution challenges as it
continues to qualify and develop new products while ramping up
production on key aerospace platforms. CPP's ability to execute on
new business wins and to grow underlying operating cash flow over
the next 12 to 24 months will be key credit considerations.

Moody's expects CPP to maintain an adequate liquidity profile over
the next 12 months, albeit with negative free cash generation
anticipate during 2019 and 2020 as the company makes large-sized
capacity investments to support recent business wins. Moody's said
that funding shortfalls are expected to be financed through a
combination of CPP's $125 million revolver (full availability pro
forma for the transaction) and a proposed $50 million delayed draw
first lien term loan.

The stable outlook weighs the high financial leverage and limited
near term free cash generation against Moody's expectation of
healthy sales and earnings growth that should lead to a gradually
improving credit profile over the next 18 months.

The ratings could be upgraded if Moody's expects Debt-to-EBITDA to
be sustained near or below 5.75x. CPP's ability to execute strongly
and meet customer expectations for product quality and timeliness
will also be a consideration for any upward rating action. A strong
liquidity profile with expectations of FCF-to-Debt consistently at
or near the mid-single-digits along with limited reliance on
external sources of financings and comfortable compliance with
financial covenants would be prerequisites for any upgrade.

A rating downgrade would likely occur if Moody's-adjusted leverage
were expected to remain above 7.5x. Execution issues on new
business wins, weakness in profitability metrics or a weakening of
CPP's liquidity profile would also result in downward rating
pressure. An inability to sustainably grow cash flow from
operations over the next 12 to 24 months could also result in
downward rating action.

WP CPP Holdings, LLC, d/b/a Consolidated Precision Products (CPP),
is a castings manufacturer of engineered components and
subassemblies for the commercial aerospace, military and defense
and energy markets. Headquartered in Cleveland, Ohio, the company
is majority owned by private equity firm Warburg Pincus.



                            *********

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